EFTA00237385

UBS ALPHAKEYS EUROPEAN REAL ESTATE OPPORTUNITIES FUND II, L.L.C. Investor Application Form Investor(s) Please: • Complete the Investor Application Form via UBS Online Services ("OLS") OR return this entire Subscription Booklet to your Financial Advisor. • Only fully completed Subscription Booklets (no faxes, no copies) will be accepted. • DO NOT TEAR OUT PAGES. • Retain a copy for your files. • Read the Fund's Memorandum and the Subscription Agreement. • Please refer to the enclosed Tax Forms and speak to your UBS Financial Advisor. You may not be required to complete these forms if your UBS account has already been designated FATCA- compliant. Be sure to complete all sections of the Investor Application Form Financial Advisors/Branch Managers • Effective July 1, 2014, FATCA compliant tax forms are required for clients to execute new investments in all Alternative Investments. Please refer to the enclosed Tax Forms and related submission instructions. • Please refer to the Fund Investment Application ("FIA") QuickCard for application submission instructions, or call UBS Alternative Investments US at 888-962-3842, option 1, sub option 4. • All Investor Applications must be submitted on FIA to UBS Alternative Investments US no later than 5 full business days prior to month's end. Private and Confidential CONFIDENTIAL UBSTERRAMAR00001754 EFTA00237385 Instructions for Completing Investor Application Prospective investors in the AlphaKeys European Real Estate Opportunities Fund II, I.L.C. (the 'Fund') should read the Memorandum as well as this Subscription Booklet prior to subscribing. Please complete all sections of the Investor Application Form. If you invest via OLS please follow the instructions on the 0LS system and/or the enclosed informational card. If you invest via this Subscription Booklet please promptly return the entire Subscription Booklet to your Financial Advisor. Do not tear out any pages. Retain a copy for your files. Please refer to Schedule 2 for the meanings of the capitalized terms used herein. Please consult your Financial Advisor or call UBS Alternative Investments US for assistance in completing this Investor Application Form. A. Capital Commitment Amount: • Indicate the Capital Commitment applied for (which may be accepted in whole or in part by UBSFA). (Note: Initially, your account will be debited for 5% of the Capital Commitment plus the Placement Fee, if charged, and any additional amounts called at the time of investment.) • Provide your Account Number. • Funds must be drawn on an account that corresponds exactly to the name of Undersigned. UBSFA may in its sole and absolute discretion accept as your Capital Commitment an amount less than the Capital Commitment applied for herein. CLEARED FUNDS MUST BE IN YOUR ACCOUNT 5 BUSINESS DAYS PRIOR TO MONTH'S END. B. Investor Information: • Provide the Investor's mailing address exactly as it should appear on the address labels. • Include the Investor's state of residence or principal place of business, if applicable, and Social Security/Tax ID Number. • Provide the Investor's email address. C. Accredited Investor Representation: Please read Schedule 1 and check the appropriate box. Generally, an 'accredited investor' has a net worth in excess of $1 million for individuals (together with spouse) or total assets in excess of $5 million for entities. To calculate net worth, exclude the value of your primary residence, and count as a liability any indebtedness secured by that property in excess of the fair market value of that property. If you incurred the debt on your property within 60 days of subscribing for this investment and did not use those funds to purchase that house, you must include the full value of the debt as part of your liabilities. The Investor must certify that he, she or it is both an accredited investor and a qualified purchaser in order to invest in the Fund, unless otherwise determined by UBSFA. ER305378-MAXWELL Private and Confidential 2 CONFIDENTIAL UBSTERRAMAR00001755 EFTA00237386 Instructions for Completing Investor Application (continued) D. Qualified Purchaser Representation: Please read Schedule 1 and check the appropriate boxes. Generally, a 'qualified purchaser' must be an individual or beneficiary of an IRA- or participant-directed plan or family trust/entity with at least $5 million in qualified investments or an entity with at least $25 million in qualified investments. The Undersigned must certify that he, she or it is both an accredited investor and a qualified purchaser in order to invest in the Fund. E. Benefit Plan Investor Status: Please read carefully and check the appropriate box. F. Controlling Person Status: Please read carefully and check the appropriate box. G. Government Entity Status: Please read carefully and check the appropriate box(es). H. Investor Acknowledgement: Please read the acknowledgements contained in this section carefully, initial the applicable acknowledgements and complete the applicable certification(s). I. Investor Signatures: Please sign. ER305378-MAXWELL Private and Confidential 3 CONFIDENTIAL UBSTERRAMAR00001756 EFTA00237387 Schedule 1 PLEASE REFER TO THE REPRESENTATIONS BELOW IN ORDER TO COMPLETE THE INVESTOR TYPE, ACCREDITED INVESTOR AND QUAUFIED PURCHASER REPRESENTATION QUESTIONS OF THE INVESTOR APPLICATION FORM. ACCREDITED INVESTOR STATUS AND IV. Corporations, Partnerships, Limited QUAUFIED PURCHASER STATUS QUAUFIED PURCHASER STATUS Liability Companies and Other Entities V. Individuals, Joint Tenants and IRAs The Undersigned must certify that he, she or The Undersigned is a corporation, (as applicable) it is an accredited investor and a qualified partnership, limited liability company, purchaser based on the categories listed Massachusetts or similar business trust, or The Undersigned is a qualified purchaser below. an organization described in Section because he/she (alone, or together with 501(cX3) of the Internal Revenue Code of his/her spouse, if investing jointly) owns not ACCREDITED INVESTOR STATUS 1986, as amended (the "Code"), not less than $5 million in investments." formed for the specific purpose of investing I. Individuals, Joint Tenants and IRAs in the Fund, with total assets in excess of $5 VI. 'Family' Corporations, "Family" million; or Foundations, 'Family" Endowment, The Undersigned, either individually or "Family' Partnerships, 'Family' Trusts or together with the Undersigned's spouse, has (b) Each shareholder, partner, or other other 'Family' Entities a net worth• in excess of $1 million. equity owner of the Undersigned, as the case might be, is an accredited investor; or a , The Undersigned was not formed for II. Trusts the specific purpose of investing in the The trust has (i) total assets in excess of ,c) The Undersigned is a "bank' as Fund; $5 million, (ii) it was not formed for the defined in Section 3(a)(2) of the Securities Act or a •savings and loan association' or i,b) The Undersigned owns not less than $S specific purpose of investing in the Fund, million in investments;• • and and (Or) its investment in the Fund is directed other institution referred to in Section by a person who has such knowledge and 3(aX5)(A) of the Securities Act, whether (c) The Undersigned is owned directly or experience in financial and business matters acting in its individual or fiduciary capacity; indirectly by or for (i) two or more natural that he or she is capable of evaluating the or persons who are (A) related as siblings or merits and risks of an investment in the .1d? The Undersigned is a "broker or spouses (including former spouses), or (B) Fund; or dealer" registered pursuant to Section 15 of direct lineal descendants by birth or the Securities Exchange Act; or adoption, (ii) spouses of such persons, (b) Each Grantor of the trust has the (iii) the estates of such persons or power to revoke the trust and regain title to The Undersigned is an 'insurance (iv) foundations, charitable organizations or the trust assets, and each grantor is an company' as defined in Section 2(a)(13) of trusts established by or for the benefit of accredited investor; or the Securities Act; or such persons (C! The trustee of the trust is a "bank' as (f) The Undersigned is an 'investment VII. Trusts (Other than Trusts that defined in Section 3(a)(2) of the Securities company" registered under the Investment qualify under VI or VIII hereof) Act or a savings and loan association or Company Act; or other institution referred to in Section a The Undersigned was not formed for 3(aX5XA) of the Securities Act. (g) The Undersigned is a 'small business the specific purpose of investing in the investment company' licensed by the U.S. Fund; and III. Retirement Plans Small Business Administration under Section (301Xc) or (d) of the Small Business (b) The trustee or other authorized person .a> The plan has total assets in excess of $5 making decisions with respect to the trust, million; or Investment Act; or and each Senior or other person who has (b) Each participant in the plan is an (h) The Undersigned is a "business contributed assets to the trust, is a person accredited investor; or development company" as defined in described in V, VI, VIII or IX. Section 2(aX48) of the Investment Company (c) The plan is participant directed, with Act or a 'business development company' VIII. Other Entities investment decisions made solely by persons defined in Section 202(aX22) of the (a) The Undersigned was not formed for who are accredited investors; or Investment Advisers Act. the specific purpose of investing in the id) Investment decisions for the plan are Note for Accredited Investor Status: Fund; and made by a 'plan fiduciary" as defined in • The term net worth means total assets i.b) The Undersigned is an entity, acting for Section 3(21) of ERISA that is a bank, at fair market value minus total liabilities. its own account or for the accounts of other insurance company, registered investment To calculate net worth: (i) exclude the fair qualified purchasers, which in the aggregate adviser or savings and loan association. market value of your primary residence; (ii) owns and invests on a discretionary basis, count as a liability any indebtedness secured not less than $25 million in investments."' by that property in excess of the fair market value of that property, except that if you incurred that debt on your property within 60 days of subscribing for this investment and did not use those funds to purchase that house, you must include the full value of the debt as part of your liabilities. ER305378-MAXWELL Private and Confidential 4 CONFIDENTIAL UBSTERFtAMAR00001757 EFTA00237388 Schedule 1 (continued) QUAUFIED PURCHASER STATUS ( XII. Investors that checked X(b) or X(c) Control Securities may be included in must also respond YES or NO to XII "investments' if (A) the issuer of the IX. Entities that do not qualify under Control Securities is itself a registered or VI-VIII Is any direct or indirect beneficial owner of private investment company or is exempted the Undersigned itself a Section 3(cX1) or from the definition of investment company The Undersigned is a qualified purchaser 3(cX7) Company that controls, is controlled by Rule 3a-6 or Rule 3a-7 under the because each beneficial owner of the by, or is under common control with the Investment Company Act, (6)the Control Investor's securities is a qualified purchaser Undersigned? If the Undersigned cannot Securities represent securities of an issuer as described herein. answer NO to XII because it has a control that files reports pursuant to Section 13 or relationship with a beneficial owner that is 15(d) of the Securities Exchange Act, (C) the Note: itself a Section 3(cX1) or 3(cX7) Company, issuer of the Control Securities has a class of Trusts may not rely on this certification even the Undersigned may be required to obtain securities listed on a designated off-shore if all of their beneficiaries are qualified consent from the security holders of such securities market under Regulations under purchasers. owner. the Securities Act or (D) the issuer of the Control Securities is a private company with X. All Investors that are Entities Notes for Qualified Purchaser Status shareholders' equity not less than 550 • • The term 'investments' means any or million determined in accordance with (a) The Undersigned is not a 3(c)(1) or all (1) securities (as defined in the Securities generally accepted accounting principles, as 3(c)(7) Company; or Act), except for Control Securities unless reflected in the company's most recent (b) The Undersigned is a Section 3(cX1) or otherwise included as described below; financial statements (provided such financial 3(cX7) Company but does not have ANY (2) futures contracts or options thereon held statements were issued within 16 months of Pre-April 30 Holders; or for investment purposes; (3) physical the date of Undersigned's purchase of commodities held for investment purposes; Interests). (c) The Undersigned is a Section 3(cX1) or (4) Swaps and other similar financial 3(cX7) Company and has obtained consent NOTE: In determining whether the 15 contracts entered into for investment million or $25 million thresholds are met, to its treatment as a qualifed purchaser purpose; (5) real estate held for investment from all of its Pre-April 30 Holders. investments can be valued at cost or fair purposes; and (6) cash and cash equivalents market value as of a recent date. If Xi. Investors that checked VI or VII may held for investment purposes. investments have been acquired with check XI instead of X indebtedness, the amount of the indebtedness must be deducted in The Undersigned has obtained consent to its determining whether the threshold has been treatment as a qualified purchaser from all met. of its trustees, directors or general partners. ER305378-MAXWELL Private and Confidential S CONFIDENTIAL UBSTERFtAMAR00001758 EFTA00237389 Investor Application Form A. Capital Commitment Applied for: $ Note: 5% is your Initial Capital Contribution. Your account will be debited for your Initial Capital Contribution and any additional amounts called plus the Placement Fee of 2% (which may be waived in limited circumstances). A Placement Fee will be in addition to your Initial Capital Contribution. Please see the Investor Acknowledgement section for additional information regarding the Placement Fee. Subscriptions will only be accepted in U.S. Dollars. Account I: (Funds currently avalable.) B. Investor Information: SSW(ax ID: State: Phone: (Nestor Residence Principal Place of Business) Fax EWE Mr Mrs Ms Miss Dr Other Investor Address. Attention (Name:) E-mail: C Accredited Investor Representation Check only one box. By executing this Investor Application, the Undersigned certifies that he, she, or it (as applicable) n has read and understands the instructions to this Investor Application inducing, but not limited to, the instructions to calculate the net worth for accredited investors; and (ii) is a "accredited investor" under Regulation 0 (generally, net worth in excess of St million for individuals (together with spouse) or total assets in excess of 55 million for entities) and has calculated net worth as required by the instructions in this Investor Application. Please read Schedule I and check one appropriate box below. Note that you must be both an accredited investor and a qualified purchaser in order to invest in the Fund. If Investor is an individuatIRABoin Tenant (with Rights of Survivorship), check here: O (Ii If Investor is a Revocable Trust, check here: 0 (Ifia or 0 (Mb or 0 (Ilk If Investor is an Irrevocable Trust, check here: CI (Nor CI (Mc If Investor is a Participant-Directed Retirement Plan, check here: O (lipc If Investor is Other Retirement Plan, O (III)a or 0 (III)b or 0 Olfid check here: If Investor is a Corporation. Partnership. Limited Liability Company and Other Entity. O (IV)a or 0 (II:)ber 0 (Mc or 0 IlV4 or 0 OW or 0 °VII or 0 (Mg Or 0 (IV)h check here: ER305378-MAXWELL Private and Confidential CONFIDENTIAL UBSTERRAMAR00001759 EFTA00237390 Investor Application Form (continued) D. Qualified Purchaser Representation The Undersigned is a • qualified purchaser' under the Investment Company Act (generally, individuals, beneficiaries of IRA/participant-directed plans, and family/trust entities must own at least S5 million or more in qualified investments and entities must own and invest at least S25 million in qualified investments). The Undersigned must certify that he, she or it is both an accredited investor and a qualified purchaser in order to invest in the Fund. Please read Schedule 1 and check the appropriate boxes. Trust entities should read carefully the specific 'qualified purchaser' requirements on Schedule 1, induding the requirement (for trusts other than trusts relying on certifications in VI and VIII) that both the trustee (or other authorized person making decisions with respect to the trust) and each Senior or other person who has contributed assets to the trust must own at least 55 million in qualified investments. The Undersigned's execution of this Investor Application constitutes certification of the Undersigned's status as a • quiified purchaser.' If Investor is an Individual or IRA- or Participant-Directed O (V) Retirement Plan, check here: If Investor is a ' Family' Corporation, ' Family' Foundation, 'Family' Endowment, O (V1)a, b and c AND O (X)a or O 'Xt' or O iX:c• or O (X0 • Farrily- Partnerships, 'Family' Trusts or Other ' Farrily Entities, check here: If Investor is a Trust (other than a Trust that qualifies under IA O (V1I)a and b AND O 00a or O (Xrbi or ❑ .)(C* or O (XI) or VIII), check here: If Investor is another type of O (14Ifia and b AND O (X)a or O OW or O (Xc• rat O PC) Entity, check here: If Investor is an Entity that does not qualify under O (IX) AND O ()Oa or ❑ x b • or :.Xe• oi O (K) check here: 'Investors that checked X(b) •d you checked (X)b or (X)c above. or X(c) must also respond CHECK YES OR NO BELOW YES or NO to item XII O YES or ONO E. Benefit Plan Investor Status: Please certify, by checking the appropriate box below, whether the Investor is or will be described in any of the following categories: (1) an "employee benefit plan" (as defined in Section 3(3) of ERISA) that is subject to ERISA; (2) a "plan" (as defined in Section 497Ne)(1) of the Code) that is subject to Section 4975 of the Code; or (3) an entity which is deemed to be a "benefit plan investor" or to hold "plan assets" under the Plan Assets Rules by reason of equity investments in such entity by one or more persons described in clause (1) or (2) above. Examples of the foregoing indude, among other things, 'Keogh' plans, other tax-qualified retirement plans, IRAs, certain other types of employee benefit plans (and accounts) and entities that are deemed to hold 'plan assets' thereof. Check one: O YES or O NO F. Controlling Person Status: Please certify, by checking the appropriate box below, whether the Investor is or will be described in any of the following categories: (i) a person or entity that has discretionary authority or control with respect to the assets of the Fund; (ii) a person or entity that provides investment advice for a fee (direct or indirect: with respect to the assets of the Fund; or (iii) an 'affiliate' of a person or entity described in dause (i) or (ii) above. For purposes of this representation, an 'affiliate' of a person or entity includes any person or entity controlling, controlled by or under common control with the person or entity, inducing by reason of having the power to exercise a controlling influence over the management or policies of the person or entity. Check one: ❑ YES or O NO ER305378-MAXWELL Private and Confidential CONFIDENTIAL UBSTERRAMAR00001760 EFTA00237391 Investor Application Form (continued) G. Government Entity Status It Is the Undersigned a Government Entity? yes ONo (ii) If the Undersigned is acting as agent, representative or nominee for one or more investors, is any of such investors a Government Entity? O yes O No If the answer to question (ii) is "Yes", please indicate the names of any such investors: H. Investor Acknowledgement The Undersigned should consult its own U.S. tax advisor if it is uncertain as to whether it is a "United States person" for purposes of V.S. federal income taxation. (a) The Undersigned represents that he, she or it is a "United States person" (as such term is initid filial defined in the Code) for purposes of U.S. federal income taxation and has provided to UBS a (1joint tenants, bah may be valid and duly completed Form W-9, or successor form thereto, signed under penalties of required to initial.) perjury by such Undersigned. The Undersigned certifies under penalties of perjury that (A) its U.S. taxpayer identification number, as it appears in the Investor Application Form in this Subscription Booklet, is true and correct and (B) it is NOT subject to backup withholding because either (1) it is exempt from backup withholding, (2) it has not been notified by the U.S. Internal Revenue Service ("IRS") that it is subject to backup withholding as a result of a failure to report all interest or dividends, or (3) the IRS has notified it that it is no longer subject to backup withholding. The Undersigned will notify the Fund within 15 days if any of the above certifications are no longer valid. Upon request by the Fund or UBSFA, the Undersigned shall promptly furnish to the Fund a valid and duly completed Form W-9, or successor form thereto, signed under penalties of perjury by such Undersigned. ifs( The Undersigned has reviewed and confirmed all of the information in the Insestor Application and confirms that all of the information that is required to be provided by the Undersigned in this Investor 11joint tenams. both may be Application is true, accurate and complete in all respects. required to initial.) (ti The Undersigned represents that he, she or it has received, carefully read and will be bound by the Agreements, including the pre-dispute arbitration dause which appears in the Subscription Agreement and the Fund Agreement, and agrees that signing below constitutes the execution and receipt of the Agreements. (di The Undersigned has received a copy of the Memorandum, has read it and understands it, and the Undersigned is aware that he, she or it generally may not sell or transfer his, her or its interest and that he, she or it generally may not withdraw from the Fund; he, she or it understands that an investment in the Fund involves conflicts of interest, including that the Placement Agent and its affiliates will receive payments from the investors, the Fund and/or the Underlying Fund or their affiliates based upon the aggregate amount of capital commitments of the Fund. (e) The Undersigned confirms that the investment objective and risk profile applicable to the investment in this Fund are respectively, 'capital appreciation' and 'aggressive: This objective and risk profile are applicable only to this investment and may dffer from the investment goals and risk tolerance for the overall portfolio and the brokerage account in which this investment is held. ER305378-MAXWELL Private and Confidential CONFIDENTIAL UBSTERRAMAR00001761 EFTA00237392 Investor Application Form (continued) H. Investor Acknowledgement NM: If: The Undersigned understands that an investment in the Fund may impact the Undersigned's future liquidity (either long of short-term) and represents that the Undersigned's investment goals ale consistent with the time Italie of the investment. tqt The Undersigned hereby authorizes the debit of funds in the amount of the Initial Capital Contribution, plus any applicable Placement Fee. any applicable amount required to satisfy a tax obligation of the Fund or any tax payments made on behalf of an Investor, any additional payments required to be made pursuant to the Fund Agreement and that portion of the Capital Commitment called by UBSFA from time to time from the account specified herein or any other account maintained by the Undersigned at the Placement Agent. The Undersigned acknowledges that the failure to have sufficient funds available to meet Capital Calls or other payments required to be made pursuant to the Fund Agreement may result in significant adverse consequences, including loss of all or a portion of the Undersigned's Interest in the Fund, arrangement of a loan ithe costs of which will be assessed to the Undersigned? or imposition of one or more penalties set forth in the Fund Agreement !See the Subscription Agreement and the Fund Agreement.; The Undersigned hereby authorizes the debit of funds, from the account specified herein or any other account mantained by the Undersigned at the Placement Agent, to satisfy !in whole or in part) any amount assessed by UBSFA for the Undersigned's failure to meet Capital Calls. Furthermore, the Undersigned hereby authorizes the credit of funds, to the account specified herein or any other account maintained by the Undersigned at the Placement Agent. ito The Undersigned understands that UBSFA may in its sole and absolute discretion accept as your Capital Commitment an amount less than the Capital Commitment applied for herein. The Investor certifies that the Vnited States is his, her or its country of residence or principal place of Initial Initial business the Undersigned cannot make this certification, please talk to your financial Advisor tit joint tenants, both may be about whether you may invest in the Fund.) required to initial iii The Undersigned acknowledges that a Placement Fee of 2% of the Capital Commitment will be Initial tribal charged if the Undersigned invests through a brokerage account. However, in limited circumstances at joint tenants, both maybe the Plaminent Fee may be waived by the Placement Agent. This Placement Fee is in addition to, and requited to instal. will not reduce, the Undersigned's Capital Commitment. If the Placement Fee is reduced by agreement between the Placement Agent and the Undersigned, then the reduced Placement Fee to which the Undersigned has agreed will be reflected on the UBS trade confirmation. The Undersigned confirms that the Placement Fee has been discussed with his/her/its Financial Advisor and any additional questions will be addressed if requested. No Placement Fee is charged if this investment is made through a UBS advisory program. ik; FOR GRANTOR TRUSTS ONLY: If the Undersigned is a grantor trust, the Undersigned acknowledges that any and all grantors of the trust are U.S. persons for U.S. federal income tax purposes ;please note: grantor trusts with non-U.S. persons as grantors may not invest in this Funch. I. Investor Signatures: Please sign below. Please note that signing below constitutes your signature to the Investor Application Form, the Subscription Agreement and the Fund Agreement in accordance with their terms. Sgnatvre Date Additonal Investor Signature e g . post tenants Date Print Nam Prep Name of Additional investor MAKE SURE YOU HAVE COMPLETED ALL APPLICABLE SECTIONS OF THIS INVESTOR APPLICATION FORM. ER305378-MAXWELL Private and Confidential 9 CONFIDENTIAL UBSTERFtAMAR00001762 EFTA00237393 For Financial Advisors All Investor Applications must be submitted on FIA to UBS Alternative Investments US no later than 4 full business days prior to month's end. I. Investor Suitability: With regard to the proposed investment of the aforementioned client in the Fund, I, as Financial Advisor to the client, by signing below, certify that I have ; informed the client of all pertinent facts relating to the liquidity and transferability of the Fund, including the obligation to maintain sufficient liquidity to meet ongoing capital calls tif the Fund has a capital call structure) on potentially short notice and that the investment may impact the client's future liquidity; reasonable grounds to believe ;on the basis of information obtained from the client concerning the client's age, investment objectives, investment experience, income, net worth, financial situation and needs, other investments and any other information known by me, including the attached CAI, that: ;ay the Fund being subscribed for is suitable and appropriate for the client; (b) the client meets all applicable minimum income, net worth, liquid assets and other objective suitability standards; (c) the client can reasonably benefit tincludng realizing any intended tax benefit, if applicable:, from the Fund based on the client's financial position, overall investment objectives and portfolio structure; (d) the client can bear the economic risks of the investment in the Fund; fe) the client's goals are consistent with the time frame of the investment; and fi the client appears to have an understanding of: 0) the fundamental risks of the Fund tinduding that the client may lose his or her entire investmenti; in) the restrictions on the liquidity and transferability of the Fund; iiii; the background and qualifications of the sponsors; and investment managens) of the Fund; (iv) the tax consequences with respect to an investment in the Fund. (3) obtained a valid and dilly completed Form W-9 or W-8, as applicable, or successor form thereto, signed under penalties of perjury by the client and I have properly placed such form on file pursuant to internal UBS policy. (4) confirmed, with reasonable due inquiry, including my review of relevant account documentation, that the client's representations provided in the NFA Bylaw 1101 Certification (if applicable). Regarding Item 2;b) above, in the event that the client is an entity isuch as a trust or partnership; that does not itself meet the minimum investment requirements (such as net worth), I have ascertained from the appropriate parties ;such as the client's trustee or general partner; that all of the client's beneficial owners meet such requirements. Will this investment result in the client holding more than 30% of his net worth as evidenced on CA, in Alternative Investments? 0 YES ONO if I assisted the client in completing any information that is required to be provided by the client in the Investor Application, I have done so pursuant to the client's authorization and direction solely based upon information that has been provided to Initial me by the client. If I did not assist the client in completing any information in the Investor Application, I certify that I have reviewed the completed Investor Application Form, and I agree that all the information in connection with the client's investment in the Fund that is provided by the client is correct and accurate. II. Investor Qualification for Offshore Fund offerings only: I have reviewed the - Country Qualifications" appendix to the Memorandum or Subscription Agreement and in any applicable supplement to the Memorandum or set forth in the instructions on the UBS intranet, and I certify that I have reasonable grounds to believe that the client is qualified, under the law of its country of residence, as described therein, to invest in the Fund. In addition, it is critical that Financial Advisors review and understand the Rules of the Road (' ROTR•i, with specific focus on alternative investments, for each country in which the financial Advisor expects to conduct cross border business and I hereby confirm that I have reviewed, understand and have complied with the applicable ROTR. III. Financial Advisor Signature ',Please Sign Below': Print Name of Financial Advisor. Account N: Financial Advisor Signature: Placement Fee: %(2%, waivable in limited circumstances) (Fee will be charged in addition to Capital Contribution.) Date: (MUST BE COMPLETED) Note If instructed, the CAI Statement that accompanies this form must Branch Code/FA IODivisiorr be dated before or the same day this application is signed. Financial Advisors must reconcile the information Financial Advisor Telephone listed on this application with the client's account records, including updating the client's net worth, objectives and any other relevant information. Financial Advisor E-mail Address. Please make sure your Branch Manager signs the following page. ER3053 Private and Confidential CONFIDENTIAL UBSTERRAMAR00001763 EFTA00237394 For Branch Managers IV. Branch Manager Signature: I certify that I have reviewed the completed Investor Suitability and Investor Qualifications sections above, the client Investor Application Form and CAI, and if applicable, the 'Country Qualifications- appendix to the Memorandum or the Subscription Agreement and any applicable supplement thereto or set forth in the instructions on the UBS intranet. In addition, it is critical that Financial Advisors review and understand the Rules of the Road i'ROTR'), with specific focus on alternative investments, for each country in which the Financial Advisor expects to conduct cross border business. I agree, based upon the information known to me, with the Financial Advisor's determination that the investment being subscribed for is suitable and appropriate for the client and the Financial Advisor has reviewed, understands and has complied with the applicable ROTR. I agree that, if the Financial Advisor assisted the client in completing any information that is required to be provided by the client in the Investor Application, based upon information known to me, that the Financial Advisor has done so pursuant to the client's authorization and direction solely based upon information that has been provided to the financial Advisor by the client By signing below, if applicable, I have determined that (1) if the proposed investment is for an Access Person's !as defined in the Investment Adviser Code of Ethics.: employee or employee-related account, my signature evidences my pre-approval of the trade and that ',2; the Access Person's proposed investment: a: will not unfairly limit the ability of eligible clients of UBS Financial Services Inc. the Firm') to participate in the proposed investment and ibj does not present a material conflict with the interests of the Firm's clients or the firm. Print Name of Branch Manager: Branch Manager Signature: Date: (MUST BE COMPI FTFO1 If the above named account is a UBS Financial Services IRA, then the Note- if instructed, the CAI Statement that accompanies this form Branch Manager, as a result, also signs as the custodian of the IRA must be dated before or the same day this application is signed and accepts and agrees to this subscription. PLACEMENT FEE APPROVAL SECTION —THIS SECTION IS ONLY REQUIRED IF A REDUCED PLACEMENT FEE IS CHARGED To be completed by Complex Director or Complex Admin Manager as Delegate if necessary By signing below you have agreed and accepted the reduced placement fee above in section III. If you do not agree to the reduced placement fee, please inform the branch who is responsible for contacting Al Investor Service. Call Al Investor Services 1.888) 962-3842, option 1, sub option 4 for questions. Print Name of Complex Director: Complex Director Signature: Date: (MUST BE COMPLETED) ER305378-MAXWELL Private and Confidential 71 CONFIDENTIAL UBSTERRAMAR00001764 EFTA00237395 Subscription Agreement The Undersigned wishes to become an Investor in the Undersigned hereunder and this Investor Application (CI The Undersigned has received, carefully read and Fund, and to purchase an Merest in the Fund upon and such agreements and the power of attorney shall understands the Fund Agreement and the the terms and conditions set lath herein and in the survive Ii; any changes in the transaction doosnents Memotandum, including without limitation, the Memorandum and the Fund Agreement. and instruments from the description thereof in the sections of the Memorandum entitled 'Risk Factors' Memorandum which in the aggregate are not and 'Potential Conflicts of Interest' and the sectors Accordingly, the Undersigned hereby agrees as material or which are contemplated by the or provisions outlining, among other things, the f oo.•••• Memorandum and S. the subsequent death, organization and investment objective and policies of, I. APPLICATION FOR AN INTEREST disability, incapacity, incompetence. termination, and the risks and expenses of an investment in, the bankruptcy, insolvency or dissolution . as applicable: of Fund The Undersigned acknovAedges that in making :A.. The Undersigrec agrees to become an Investor. the Undersigned, provided that if the Fund does not a decision to subscribe for an Merest, the and in connection therewith, subscribes for and accept this Investor Application on or before the Undersigned has relied solely upon the Memorandum. agrees to purchase an Interest in and to make Capital Closing. this Investor Application, all agreements and the Fund Agreement and independent investigations Contributions to the Fund in the aggregate amount the power of attorney of the Undersigned thereunder made by the Undersigned The Undersigned's set forth in and accepted by Administrator in this shall be cancelled and this Investor Application will be investment in the Interest is consistent with the Investor Application as the Capital Commitment, in returned to the Undersigned. investment purposes, objectives. and cashflow addition to any Placement Fee The Undersigned requirements and need for diversification and liquidity hereby acknowledges that each Investor may be (D, The Undersigned acInoviledges that the falure to of the Undersigned. The aggregate amount of al required to make Capital Contributions to the Fund in have sufficient funds available to meet Capital Calls a investments of the Undersigned that are liquid an amount in excess of his, her or its Capital other payments regiared to be made pursuant to the (including commitments for any such investments and Commitment [which Capital Contributions will not Fund Agreement may result in significant adverse taking into account his, her or its investment in the reduce such Investor's unfunded Capital consequences, including loss of all or a portion of the Fund is reasonable in relation to the Undersigned's Commitment to the extent that :i) the Fund has to Undersigned's Interest arrangement of a loan .the net worth make capita contributions to the Underlying Fund in costs of which may be assessed to the Undersigned: excess of its capital commitment to the Underlying or imposition of one a more penalties set forth in the (DI The Undersigned has been provided an Fund or :ii; such additional Capital Contributions are Fund Agreement opportunity to obtain any additional information required (X in respect of certain Fund-level expenses, concerning the offering of the Interests. the Fund and :El The Undersigned agrees to provide U6SFA. the al other information, in each case to the extent the including, without limitation, the fee to be paid to Fund andfor the Placement Agent such additional UBSFA or any tax payments made on behalf of an Fund and UBSFA, or the Placement Agent, possesses information, documentation andfa representations as such information or can acquire it without Investor or (y1 in the event that the Capital UBSFA, the Fund andor the Placement Agent may Commitments are denominated in U S dollars and unreasonable effort or expense, and has been given request in order to comply with any provision of the opp0rtunity to ask questions of, and receive the Fund's capital commaneM to the Underlying Sections 1471 through 1474 of the Code and any Fund is denominated in a currency other than U S answers from, UBSFA concerning the terms and guidance issued thereunder. The Undersigned conditions of the offering and other matters dollars To the extent that, as a result of the Capital understands that such information, documentation Commitment of the Undersigned to the Fund, ti) the pertaining to this invest lent In making his, her a its andior representations may be disclosed to the decision to purchase the Interest, the Undersigned has Fund desires to increase its capital commitment to the inteinal Revenue Service or other Third Parties, as Underlying Fund and (ff the Underlying Fund appropriate, by the Fund felled solely upon his, her or its awn independent precludes the Fund from increasing its capital investigations. The Undersigned is not relying on the commitment in the Underlying Fund, UBSFA may, in II. REPRESENTATIONS AND COVENANTS Fund, UBSFA or the Placement Agent, a any other its sole discretion, cause the Undersigned not to person or entity with respect to the legal, tax and participate in all or any portion of the Fund's capital The Undersigned makes the blowing other economic considerations involved is his, her or commitment to the Underlying Fund The investors representations, declarations and warranties with the its investment in the Fund Initial Capital Contribution is due herewith or as intent that the same be relied upon in determining the suitability of the Undersigned as an Investor, (E) The Undersigned understands and acknowledges otherwise charged. All or any portion of the balance that the Undersigned must bear the economic risk of of the Capital Commitment shall become due upon compliance by the Fund with federal and state sectritres laws or the tax status of the Fund. Such his, her a its investment in the Fund for so long as call by the Fund on the terms and conditions set forth he, she or it is invested in the Fund. The Undersigned in the Memorandum and in the Fund Agreement The representations, declarations, warranties and agreements shall survive the date of Closing and shall is aware of the fimited provisions for transferability minimum Capital Commitment is an amount and that generally an Investor cannot withdraw from determined by UBSFA, plus any applicable Placement be deemed to be reaffirmed by the Undersigned at each time that the Undersigned makes an additional the Fund The Undersigned has no current need for Fee, subject to the discretion of the Fund to accept liquidity n his, her a its investment in the Fund, can Capital Commitments of a lesser amount If the Capital Contribution to the Fund. The act of making any such additional Capital Contribution shall be afford a complete loss of his, her or its investment in Undersigned is being admitted to the Fund or the Fund and can afford to hold his. her or its Interest increases its, her or it Capital Commitment after the evidence of such reaffirmation. for an indefinite period of time Initial Closing, the Undersigned further agrees to pay (A; The Undersigned wil not sell or otherwise transfer his, her or its allocate portion of any costs assooated the Interest without registration under the Securities (F) The Undersigned acknowledges that with the Fund's increased commitment to the Act, a an exemption therefrom The Undersigned is Underlying Fund, including his, her or its share of the (ii The offering and sale of the Interests has not been acquiring the Interests purchased by the Undersigned and MI not be registered under the Securities Act, additional payment made by the Fund to the for the Undersigned's own account, for investment Underlying Fund. The Initial Capital Contribution and is being made in reliance upon U.S. federal and purposes only and not with a view toned distributing state exemptions for transactions not involving a made by the Undersigned prior to the label Closing or reselfing such Interests in whole or in part. The may earn interest, which may be paid whether the public offenng, and the Undersigned is an "accredited Undersigned understands and agrees that he, she or it investor (as defined in Regulation DI; subscription is accepted or rejected by the Fund My must bear the economic risk of his, her a its Initial Capita Contribution made after the initial investment for an indefinite period of time (subject to (ii; The Fund will not be registered as an investment Closing and any Placement Fee paid by the limited rights of transfer provided in the Fund company under the Investment Company Act, and Undersigned may not earn interest Agreement because, among other reasons, the the Undersigned is a "qualified purchaser" :as defined (B) The Undersigned understands and agrees that the Interest has not been registered under the Securities under Section 2(a:(51) of the Investment Company Fund reserves the right to reject this subscription for Act or under the sea/lies lava of certain states and, Act. The Undersigned represents that, unless an Interest for any reason or no reason, in whole or in therefore, camot be resold, pledged, assigned or otherwise disclosed to UBSFA, he. she or it was not part, and at any time prior to his, her or its otherwise disposed of unless it is so registered or an formed for the purpose of investing in the Fund and acceptance If the subscription is rejected, the initial exemption from registration is available. will not invest more than 40% of his, her or its total Capital Contribution and any Placement Fee Paid by The Undersigned understands that the Fund is under assets in the Fund. If the investor was formed fa the the Undersigned. with or without inteest, as no obligation to register the Interest on hit, her or its purpose of investing in the Fund, Cr more than 40% applicable, will be returned promptly to the behalf or to assist him, her or it in complying with any of its assets will be invested in the Fund, the Undersigned and this investor Application shall have exemption from registration under the Securities Act Undersigned represents that each beneficial owner of no force or effect Upon acceptance of this Investor He, she or it also understands that sales a transfers of the Investor is a 'qualified purchaser; Application by the Fund, the Undersigned shall the Interest are further restricted by the Fund Agreement and state securities laws (ill Neither the U.S Securities and Exchange become obligated as an Investor in the Fund Commission, the CFTC, not the securities commission Admission of the Undersigned as an Investor will (B) The Undersigned has not reproduced, duplicated or other agency of any state or other jurisdiction has occur only upon the Closing or delivered in whole or in part, and will not reviewed, approved or passed upon the merits of this (C) The Undersigned acknowledges and agrees that, reproduce, duplicate a deliver in whole or in part, the offering, the Interests or the Memorandum, except as may be provided under applicable state Memorandum, the Fund Agreement or this investor securities laws, the Undersigned is not entitled to Application Form to any other person a entity, except to the Undersigned's professional advisers or as PgAMVAnvirti_ L •. exPressly instructed or permitted by UBSFA Private and Confidential CONFIDENTIAL UBSTERRAMAR00001765 EFTA00237396 Subscription Agreement (continued) (iv) The Member Designee, in the case of a member- accordngly, are strongly urged to consult their own assets that constitute "plan asses' under the Man managed fund, a U8S Fund Adviser, L.L.C., in the tax advisors regarding the advisability of an Assets Rules case of a non-member-managed fund, with respect to investment in the Fund The Undersigned ha had the the Fund, is exempt from registration as a opportunity to seek independent tax advice in (MI If the Undersigned is a Benefit Plan Investor, then "commodity pool operator with the CFTC pursuant connection with making this investment Neither the the Undersigned :and the fiduciary executing this to the exemption under CFTC Rule 4.13(a):3; for Fund, the Placement Agent nor any of their affiliates Subscription Agreement on behalf of the privately-offered commodity pools whose participants provide tax advice in connection with this investment Undersigned) represents and warrants to the Fund are limited to certain highly sophisticated investors The Undersigned acknowledges that the tax and that and non-U S. posers. Therefore, unlike a registered regulatory summaries included in the Memorandum it has been informed of and understands the commodity pool operator, the Member Designee or are of an Indicative nature only, do rat constitute tax investment objectives and policies of. and the LISS Fund Adviser. L L C . as the case may be. is not or regulatory advice and may or may not be relevant investment strategies that may be pursued by. the required to deliver a disclosure document and a to the Undersigned's personal circumstances. Fund, certified annual report to participants in the pool. The Fund may operate a an exempt commodity pool (G) The Undersigned has such knowledge and (iii it is aware of the risks associated with an pursuant to the CFTC exemptions set forth above experience in fnancial and business matters that the investment in the Fund and the fact that the with respect to commocfity pools offered and sold Undersigned is capable of evaluating the merits and Undersigned will be unable to redeem its Interests solely to (a) natural persons into are 'qualified risks of the Undersigned's investment in the Fund and and that the Fund may compulsorily redeem Interests eligible persons' under CFTC Rule 4 Ma1:21. including, is able to bear such risks, and has obtained, in the at certain times and under certain conditions a set among others, "quailed purchasers," and lb non- Undersigned's judgment, sufficient ',formation from forth in the Memorandum. natural persons who are either "quaffed eligible the Fund or its authorized representatives to evaluate the merits and risks of such ',vestment The (FE if applkatae, it is aware of the provisions of persons" under CFTC Rule 4.7. ncludirg 'qualified purchasers,' or "accredited investors," Undersigned has evaluated the risks of investing in Section 404 of ERISA relating to fiduciary duties. the Fund, understands there are substantial risks of induding the requirement for diversifying the ;V: The Undersigned is either a natural person who is a loss incidental to the purchase of an Interest and has investment of a Benefit Man investor. "qualified eligible person" under CFTC Rule 4 74421, determined that the Interest is a suitable investment including, among others, 'qualified purchasers: or a for the Undersigned (in it has given appropriate consideration to the facts non-natural person who is either a "qualified eligible and circumstances relevant to an investment in the (H; The Undersigned is acqUri-ig the Interest for his, Fund and ha determned that such investment is person' under CFTC Rule 47. including "quakfied purchasers." or an "accredited investor: and her or its own acccunt, for investment purposes only reasonably designed, as part of the Undersigned's and not with a view toward distributing or reselling portfolio of :vestments, to further the purposes of (vi) laJ Certain of the Fund's direct or indirect the Interest in whole or in part the Undersigned. investments may be PFKs and* CFCs for U S federal (I) The Undersigned understands that Incentive (v) its acquisition of the Interests is not a non-exempt income tax purposes, lb in connection with such investments, various 'aMi.deferral" provisions of the Allocabons win be made with respect to the 'preheated transaction' within the meaning of Underlying Fund and that the Incentive Alkxation Section 406 of ERISA or Section 4975 of the Code, or Code mid potentialy cause the Undersigned to recognize taxable income prior to the Fund's or the may create an incentive for the Underlying Fund to prohtited under any other similar law to which the make investments that are riskier or more speculative Undersigned may be subject, Undersigned's receipt of distributable proceeds, pay an interest charge on receipts that are deemed as than would be the case in the absence of an Incentive Allocation its investment in the Fund is permissible under any having been deferred, andror recognize ordinary and all document, laws, rules, regulations and/or income that, but for the •anti-deferral* provisions, ft. If this investment is covered by an agreement polices governing the investment of its assets and would have been treated as capital gain, and (c) under a UBS advisory program between UBS and the under ERISA; special U federal income tax reporting requirements Undersigned, the Undersigned acknowledges that if and other rules may apply to direct and indirect the Undersigned chooses to exit such UBS advisory (viii it is independent of the Fund, tA1SFA. the investments on PFICs and CFCs. The Undersigned program, the Undersigned may be charged the sane Placement Agent, and any of their affiliates; represents and warrants that he, she or it is familiar Administrative Fee paid by those Members of the with and accepts all possible U S tax consequences to (vii) it is not relying and has not relied on the Fund, Fund that are not subject to an advisory piograni, UBSFA, the Placement Agent, or any affiliate of any of itself, and, if the Investor is a tax-exempt trust, to such may be required to redeem out of the advisory share Investor's beneficiaries, of a direct or indirect the foregoing for any evaluation or other investment class or may be required to switch into a non-advisory advice in respect of the advisability of an investment investment in a CFC or PFIC inder the provisions of share class. Such action may result in tax the Code rincluding any excise taxes that may apply if in the Fund in light of the Undersigned's assets, cash consequences and other penalties, and the needs, investment policies a strategy, overall the Undersigned is a private foundation and special Undersigned should consult his tax advisor on this and rules that may be applicable to beneficiaries of portfolio composition or plan for diversification of other matters before making an investment in the assets; and charitable remainder trusts:, and he, she or it is not Fund. relying on the Find, UBSFA, the Placement Agent, or (ix) if UBS Fiduciary Trust Company is the corporate any of their respective affiliates, employees or officers. (K) The Undersigned understands that by investing in Watt of the Undersigned, the fiduciary has directed for U.5 tax advice of any kind whatsoever in this or the Fund. the Investor w,R bear his. her or its UBS Fiduciary Trust Company to execute des any other regard The Undersigned acknowledges proportionate share of expenses and fees a an Subscription Agreement and that all of the that an investment in the Fund may have the effect of Investor in the Fund and, indirectly. similar fees, representations and cotenant made hereunder by requiring the Undersigned to file income or other tax expenses and the Incentive Allocation of the the Undersigned apply solely to the fiduciary and the returns in jurisdictions :indkdrig non-U S Underlying Fund. Undersigned and not to UM Fiduciary Trust jurisdictions) in which the Fund owns property or Company. (U Except a disclosed in the Investor Application conducts or is deemed to conduct business The Form. the Undesired is not a 'Benefit Man (NI If the Undersigned is an 'employee benefit plan' Undersigned acknowledges and understands that in Investor (a such term is defined in the Plan Assets order for the Find to complete it tax reportng (as defined in Section 3'.3; of ERISA) that is not subject requitement. the Fund must, among other things, Rules. and generally includes (i) "employee benefit to the fiduciary responsibility provisions of ERISA, or a receive timely information from the Underlying Fund. plans" (as defined in Section 3(3) of ERISA) that are "plan" (as defined in Section 4975(e(I) of the Code) The Fund's K-Is most likely wi not be available prior subject to the fiduciary respombility provisions of that is not subject to Section 4975 of the Code, then to April 15 and, accordingly. the Undersigned will ERISA, (ii) "plans" (as defined in Section 4975: ( I ) of the Undersigned :and the fiduciary executing this the Code) that are subject to Section 4975 of the Subscription Agreement on behalf of the likely need to obtain extensions fog the fling of la, Code (including an IRA or Keogh Man), and (iii) her or its own tax return If the Undersigned is an IRA, Undersigned) represents and warrants to the Fund entities that would be deemed (under the Mai Assets that a qualified retirement plan a other tax-exempt entity, Rules) to be holding the assets of such an "employee it acknowledges and understands that the Fund and benefit plan' or "plan' for purposes of ERISA or (i) it has been informed of and understands tht the Underlying Fund are permitted to make investments that will generate UBTI To the extent Section 4975 of the Code). If the Undersigned has investment objectives and policies of, and the represented n the Investor Application Form that it is investment strategies that may be pursued by, the that any such investments generate UBTI. such UBTI would bow through to the Undetsigned and the not and will not be a Benefit Man Investor, and Fund, thereafter the Undersigned becomes a Benefit Plan Undersigned may be required to make payments, (ii; it is aware of the risks associated with an including estimated payments, and file an income tax Investor, then, without limiting the remedies against the Undersigned for its breath. the Undersigned shall investment in the Fund and the fact that the retum for any taxable year in which it has UBTI To file undersigned wit be unable to redeem its Interests immediately nobly the Fund in writing as to what an income tax return, it may be necessary for an IRA, and that the Fund may repurchase Interests at certain percentage of its assets constitute "plan assets" a qualified retirement plan or other tax-exempt entity times and under certain conditions as set forth in the under the Plan Assets Ruses Thereafter, the to obtain an employer identification number. Since Memorandum, the Find is not required to avoid creating UBTI. tax- Undersigned shall immediately notify the Fund in writing upon any change in the percentage of it .xa erf- grararra:AVAtigt, _ Private and Confidential CONFIDENTIAL UBSTERRAMAR00001766 EFTA00237397 Subscription Agreement (continued) 64) it has given appropriate consideration to the facts partners or members The Underlying Fund and its ,,S; The Undersigned understands that the tax and circumstances relevant to an investment in the sponsor are not responsible fa the formation a consequences of an investment in the Fund depend Fund and has determined that such investment is operation of the Fund upon the individual orcumstances of the reasonably designed, as part of the Undersigned's Undersigned. The Undersigned further understands portfolio of investments, to further the purposes of :vii. The Fund. U8SFA and the Placement Agent have that there can be no assurance that the Code or the the Undersigned. no right to participate in the control, management or Treasury Regulations promulgated thereunder, or any operations of the Underlying Fund and have no non-US tax laws will not be amended or applied in (iv) its acquisition of the Interests will not result in a discretion over the investments made by the such a manner as to deprive the Undersigned of some prohibited transaction under any federal, state or local Underlying Fund or all of the tax benefits witch he. she or it might lax that is substantially similar to Section 406 of otherwise expect to receive from his, her or its EFUSA or Section 4975 of the Code for which an For so long as he, she or it is inested in the Fund, and unless otherwise waved by U8SFA, the investment in the Fund exemption is not available. Undersigned must maintain a brokerage account with (Ti Notwithstanding any other statement in this IV/ its investment in the Fund is permissible under any an affiliate of UBSFA designated by UBSFA from Subscnpticri Agreement, the Fund Parties authorize and all doeiments, laws, rules, regulations and/or which all Capital Contributions to the Fund shall be the Undersigned and the Undersigned's employees. policies governing the investment of its assets, debited and transferred to the Fund If the representatives or other agents, from and after the Undersigned fails to honor a Capital Call, UBSFA in commencement of any discussions with any such (W) it is independent of the Fund, UBSFA, the it side discretion, may impose remedies on the party, to disclose to any and all persons without Placement Agent, and any of their affiliates, Undersigned, which may involve, without limitation, limitation of any kind the tax treatment and tax (vii) it is not relying and has not relied on the Fund, any Or any combination) of the following the structure of the Fund and any transaction entered into UBSFA the Placement Agent, or any affiliate of any of forfeiture or sale of all or a portion of the by the Fund and all materials of any kind .:including the foregoing for any evaluation or other investment Undersigned's Interest without any consideration opinions a other tax analyses relating to such tax advice in respect of the advisability of an investment payable to he. she a it, (b) the assessment las a debit treatment or tax structure that are provided to the in the Fund in fight of the Undersigned's assets, cash to such brokerage account of the Undersigned a Undersigned insole as such treatment andor needs, investment policies or strategy, overall otherwise of a late fee or other charge (including, structure relates to a U S. federal or state income or portfolio composition or plan for diversification of without limitation, interest on such outstanding franchise tax strategy provided to the Undersigned by assets; and amount in an amount to be determined in the sole the Fund Parties, except for any information discretion of UBSFA, in accordance with commercially idemiling the Fund Parties, any other Investor, or if UBS Fiduciary Trust Company is the corporate reasonable standards, during all or any portion of the (except to the extent relevant to such tax structure or trustee of the Undersigned, the fiduciary has directed period in which suds amount is outstanding or (c) tax treatment; any nonpublic commercial or financial OBS Fiduciary Trust Company to execute this such other remedies as are set forth in the Fund information. Subscription Agreement and that all of the Agreement The Undersigned has read and representations and covenant made hereunder by understood the significant adverse consequences that The Undersigned agrees that, at its discretion. the the Undersigned apply solely to the fduoaty and the can occur in the event of a default on a Capital Call Fund Incite UBSFA may (directly or through a service Undersigned and not to tlEIS Pduoay Trust pursuant to the terms of the Fund Agreement. provider: provide to the Undersigned or the Company Undersigned's designated agent: statements, reports (Pi The Undersigned has all requisite power, authority and other communications relating to the Fund ;0: The Undersigned understands that and capacity to acquire and hold the Interest and to anctror the Undersigned's investment in the Fund in execute, deliver and comply with the terms of each of electronic form, such as e-mail and/or password U) If the Rand is newly famed, it has a limited the instruments required to be executed and delivered financial and operating history, protected account viewing on the Fund's web site, in by the Undersigned in connection with the lieu of or in addition to sending such communications :iii No federal or state agency has passed upon the Undersigned's subscription for the Interest, including as hard comes via fax or mail Please note that email Interests or made any findings a determination as to this Subscription Agreement, and such execution, messages are not secure and may contain computer the fairness of this investment delivery and compliance does not conflict with, or viruses or other defects, may not be accurately constitute a default under, any instruments governing replicated on other systems, or may be intereeted, )iii) The representations, warranties, agreements. the Undersigned, any law, regulation or order, or any deleted or interfered with without the knowledge of undertakings and acknowledgments made by the agreement to Mich the Undersigned is a party or by the sender or the intended recipient the Fund and Undersigned in this Subscription Agreement will be Mich the Undersigned may be bound. If the UBSFA make no warranties in relation to these relied upon by the Fund, UBSFA and the Placement Undersigned is an entity, the person executing and matters Please note that the Fund and UBSFA Agent in determining the Undersigned's suitability as delivering each of such instruments on behalf of the reserve the right to intercept, monitor and retain e- a purchaser of an Interest and the Fund's compliance Undersigned has all requisite power, authority and mail messages to and from the systems as permitted with federal and state securities laws, and shall survive capacity to execute and deliver such instruments and, by applicable law. If the Undersigned has any doubts the Undersigned's admission as an Investor, upon request by the Fund or UBSFA„ will furnish to about the authenticity of an email purportedly sent the Fund a true and correct copy of any formation by the Fund or UBSFA (directly or through a service (iv) A Placement Fee of 2% of the Capital Comrnitrnent will be charged if the Undersigned documents of the Undersigned. including all provider. the Undersigned is required to contact the amendments thereto.' purported sender immediately. invests through a brokerage account. sutiect to waiver by the Placement Agent in limited (Qi All information which the Undersigned has (V. The Undersigned is not now and will not be circumstances, and that the Placement Fee is in provided to the Fund, UBSFA or the Placement Agent classified as a partnership or an entity disregarded addition to, and will not reduce, the Undersigned's concerning the Undersigned, the Undersigned's from its beneficial owner fa federal income tax Capital Commitment status, financial positren, knoMedge and experience purposes, a 'grantor trust,' any portion of which of financial, tax and business matters a, in the case is treated as owned by the grantor's, or other (v) The Placement Agent's Financial Advisors receive of an Undersigned that is an entity, the knowledge Compensation from the Placement Agent. including persons; under Sections 671-679 of the Code, or and experience of financial, tax and business matters fill an 'S corporation' within the meaning of Section compensation based upon assets under management of the person making the investment decision on and/or the Fund's investment performance, and a 1361(a) of the Code; or, if the Undersigned is suds an behalf of such entity. is correct and complete as of entity, then (a) none of the Undersigned's (direct or portion of the Placement Fee, if applicable; and the date set forth herein indirect) beneficial owners will have on the date of (vi) The information contained in the Memorandum (R) To ensure compliance with requirements the Undersigned's admission or thereafter relating to the Underlying Fund and its sponsor was imposed by the U.S. Treasury Department in substantially at of the value of their direct a indirect obtained by the Fund from certain materials furnished Circular 230. the Undersigned is hereby informed interest in the Undersigned attributable to the by the Underlying Fund and its sponsor None of the that, and acknowledges that Undersigned's interest in the Fund and (b) satisfaction Placement Agent. UBSFA or the Fund participated in of the 100-partner limitation described in Treasury the preparation thereof, and none of then makes any () any tax advice contained herein, in the Regulations al 7704-1IN(11,ii) is not a principal Investor Application Form or in the representations regarding, and each of them expressly purpose of the use of this tiered arrangement disclaims any liability or responstility to any Investor Memorandum is not intended or written to be in the Fund for, such nformation or any other used, and cannot be used, for the purpose of (N6 Except as otherwise permitted by UBSFA in information relating to the Underlying Fund set forth evoking penalties under the Code; writing, the Undersigned agrees to keep confidential, in the Memcrandurn The Undersigned is not being (ii) the advice is written to support the and not reproduce, disclose or distribute, any offered an interest in the Underlying Fund, MI not be promotion or marketing of the transactions or information relating to the Fund, in whole a in part, an investor in the Underlying Fund, will have no direct including without limitation information disclosed to matters addressed in the Memorandum; and interest in the Underlying Fund, will have no voting Investor by its Financial Advisor or (b) use any such tarts in the Underlying Fund and will have no (iii) each Investor and potential Investor in the information fa its oval purposes or its own account, Fund should seek advice based on his, her or its except in connection with rts investment in the Fund standing or recourse against the Underlying Fund, its affiliates a their respective general partners. particular circumstances from an independent and except as otherwise required by any regulatory ,,c. d ercrt. vrr , tax advisor. authority, law or regulation, or by legal process. Private and Confidential 14 CONFIDENTIAL UBSTERRAMAR00001767 EFTA00237398 Subscription Agreement (continued) Notwithstanding the foregoing or anything else in the then such provision shall be deemed inoperative to the eligibility of the undersigned to hold an Interest or Subscription Agreement to the contrary, the Investor the extent that it may conflict therewith and shall be to enable UBSFA to determine the Fund's compliance ;and each employee. representative, Or other agent of deemed modified to conform to such applicable law with applicable regulatory requirements or its tax the Investor) may disclose to any and all penman, Any provision hereof which may be held invalid a status, and the Undersigned agrees to provide such without limitation of any kind. the federal income tax unenforceable under any applicable law shall not information as may reasonably be requested. treatment and tax structure of (i) the Fund and (II any affect the vali6ty or enforceability of any other of its transactions, and al materials of any kind provisions hereof, and to this extent, the amnions The Undersigned agrees to notify the Fund promptly :including opinions or other tat analyses) that are hereof shall be severable. should there be any change in any of the foregoing provided to the Investor relating to such tax treatment information and tax structure. (V The Undersigned has reviewed the registration requirements of the Commodity Exchange Act. the VI. GOVERNING LAW AND DISPUTE RESOLUTION III. INDEMNIFICATION; POWER OF ATTORNEY CFTC and the National Futures Association applicable THIS INVESTOR APPUCATION AND THE RIGHTS GENERAL to commodity pool operators and commodity trading AND OBLIGATIONS OF THE PARTIES HEREUNDER advisors and has determined that the Undersigned is SHALL BE GOVERNED BY AND CONSTRUED AND :Ai The Undersigned agrees to indemnify and hold in compliance with such requirements in respect of its harmless the Fund, UBSFA. each officer of the Fund, ENFORCED IN ACCORDANCE WITH THE LAWS OF purchase of the Interest hereunder and all other THE STATE OF DELAWARE APPUCABLE TO the Placement Agent, and each of their affiliates, relevant activities employees and officers and each other person, if any, AGREEMENTS MADE AND TO BE PERFORMED who controls, is controlled by, or is under common IV. TRUSTEE. AGENT, REPRESENTATIVE at WHOLLY WITHIN THAT JURISDICTION. Each control with, any of the foregoing. within the NOMINEE Party agrees to submit all controversies arising meaning of Section 15 of the Securities Act, against between or among Parties in connection with any and all loss, liability, claim, damage and expense If the Undersigned is acting a trustee, agent, the Fund or its business or concerning any whatsoever :including all expenses reasonably representative a nominee for, or will enter into a transaction, dispute or the construction, incurred in investigating. Preparing or defending Swap with a Thad Party, the Undersigned will notify performance or breach of this or any other against any dalm whatsoever: arising out of or based the Fund that he, she or it is acting in such capacity agreement. whether entered into prior to, on or upon Iii any false representation a warranty made by and the Undersigned understands and acknowledges subsequent to the date hereof, to arbitration in the Undersigned, or breach or failure by the that the representations, warranties and agreements accordance with the provisions set forth below. Undersigned to comply with any covenant or made herein are made by the Undersigned AI with Each Party understands that: (i) arbitration is agreement made by the Undersigned, in this respect to the Undersigned and (B) with respect to the final and binding on the Parties; (ii) except with Subscription Agreement or in any other document Third Party. The Undersigned further represent and respect to injunctive relief, the Parties are furnished by the Undersigned to any of the foregoing warrants that (i'; he, she or it has all requisite power waiving their rights to seek remedies in courts in connection with this transaction or the inaccuracy and authority from said Third Party to execute and including the right to jury trial; (iii) pre- of any information provided by the Investor. whether perform the obligations under this Subscription arbitration discovery is generally more limited in this Investor Application Form or otherwise, or Agreement and ',el, with respect to a Third Party entering into a Swap :a: the Third Party is authorized than and different from court proceedings; (iv) any action for securities law violations instituted by an arbitral award is not required to include the Undersigned which is finally resolved by judgment under its constituent document and applicable Ian to enter into the Swap and would also be so authorized factual findings or legal reasoning and a Party's not to have resulted from the gross negligence or right to appeal or to seek modification of rulings wilful misconduct of arty of the foregcMg persons to invest directly in the fund; the Third Party has received and reviewed a Cony of the Memorandum by arbitrators is strictly limited; (v) a panel of (B) The Undersigned hereby appoints UBSFA as his, and the Fund Agreement, :CI the Third Party arbitrators will typically include a minority of her or its true and lawful representative and attorney- acknowledges that the Fund and its affiliates are not arbitrators who were or are affiliated with the in-fact, in his, her a its name, place and stead to responsible for the legally, suitability or tax securities industry: and (vi) controversies shall be make, execute, sign. acknowledge, swear to and file consequences of the Swap and that the Undersigned determined by arbitration before, and only is not an agent of the Fund, and W., the Third Party is before, an arbitration panel convened by NYSE (i; Any certificate, business certificate, fictitious name an 'elgible contract participant' under the CFTC or FINRA to the full extent permitted by law. certificate, or amendment thereto, or other rules, an 'accredited investor' under Regulation O The Parties may also select any other national instrument or document of any kind necessary or and a 'qualified purchaser' as defined under Section securities exchange's arbitration forum upon desirable to accomplish the business, purpose and 2Ia.:51 of the Investment Company Act The which a Party is legally required to arbitrate the objective of the Fund, or required by any applicable Undersigned agrees to indemnify the fund, UBSFA, controversy, to the full extent permitted by law. federal, state, local or foreign law, the Placement Agent, and each of their affiliates, and Such arbitration shall be governed by the rules their officers and agents for any and as losses, of the organization convening the panel, to the The Fund Agreement on behalf of the Undersigned liabilties, claims. damages. costs, fees and expenses full extent permitted by law. Judgment on any and any amendment duly approved as provided (inducing legal fees and debasement) arising in award of any such arbitration may be entered in therein, and connection with, relating to or resitting from the any coon having jurisdiction over the Party or (iii) Any and all instruments, certificates and other Undersigned's entry into the Swap :including such Parties against whom such award is rendered. documents which may be deemed necessary or losses, iabdities, claims, damages, costs, fees and Eath Party agrees that the determination of the desirable to effect the winding-up and termination of expenses arising in connection with, relating to or arbitrators shall be binding and conclusive upon the Fund. This poser of attorney is irrevocable, is resulting from the Undersigned's or the Third Party's them. No Party shall bring a putative or certified coupled with an interest sufficient in law to support misrepresentation or misstatement contained herein, class action to arbitration, nor seek to enforce an irrevocable power of attorney and is deemed to be or the Undersigned's lack of proper authorization any pre-dispute arbitration agreement against given to secure a proprietary interest of the donee of from the Third Party to enter into this Subscription any person who has initiated in court a putative the power a performance of an obligation owed to Agreement or perform the obligations hereunder class action or who is a member of a putative the donee, and shall survive and shall not be affected Nothing herein constitutes an agreement a class who has not opted out of the class with by the subsequent death, %ability, incompetency. statement by the Fund or Placement Agent to the respect to any claims encompassed by the termination, bankruptcy, insolvency a dissolution of Investor's entry into the Swap, as to the legality of a putative dass action unless and until: (A) the the Undersigned, provided, however, that this power Swap or the suitability of a Swap for the Undersigned class certification is denied; or (B) the class is of attorney MI terminate upon the substitution of or the Third Party decertified; or (C) the Party is excluded from the another Investor for all of the Undersigned's V. ADDITIONAL INFORMATION AND class by the court. The forbearance to enforce investment in the Fund or upon the withdrawal of the SUBSEQUENT CHANGES IN THE FOREGOING an agreement to arbitrate shall not constitute a Undersigned The Undersigned hereby waives any and REPRESENTATIONS waiver of any rights under this Subscription all defenses which may be available to contest, negate Agreement except to the extent stated herein. or disaffirm the actions of UBSFA taken in good faith The Fund may request from the Undersigned such under such power of attorney. additional information as it may deem necessary to evaluate the eligibility of the Undersigned to acquire C if any provision of this Subscription Agreement is an Interest, and may request from time to time such mvand or unenforceable under any applicable Ian, information as it may deem necessary to determine ER305378-MAXWELL Private and Confidential CONFIDENTIAL UBSTERRAMAR00001768 EFTA00237399 Subscription Agreement (continued) VII. MISCELLANEOUS Memorandum was dented by UBSFA from the Private An Underlying Fund and its affiliates do not endorse Placement Memorandum of an Underlying Find and and make no recommendatons of the Fund and All information in this Subscription Agreement will be provided for informational purposes only Neither make no representation regarding, and expressly treated confidentially by the Fund. UBSFA and the UBSFA nor its affiliates participated in the preparation disclaim any liability or responsibility to any recipient Placement Agent. However, the Fund, UBSFA or the of the Private Placement Memorandum of the of the Memorandum or any information set forth Placement Agent may present this Subscription Underlying Fund nor have they independently verified herein The Underlying Group is not responsible for Agreement and the information provided herein to the contents thereof, and they make no the formation or operation of the Fund The past such parties as deemed advisable if (A) called upon to representations or warranties (express or implied performance of the Underlying Group's investments is establish that the offer and sale of the interests a regarding, or otherwise have or accept any not indicative of future results of the Underlying Fund exempt from registration under applicable law or 18) responsibility for, the accuracy or completeness of the or of this Fund and there can be no guarantee that the information is required to be desobsed by the contents of the Private Placement Memorandum of the Underlying Fund or the Fund MI achieve Fund by law or regulation or is relevant to an issue in the Underlying Fund nor for any other statement comparable results There can be no assurance that any action, silt or proceeding to which the Fund. made or purported to be made by the Underlying the Underlying Fond or the Fund will be able to UBSFA. the Placement Agent or thee athletes is a Fund or on its behalf UBSFA and its aftliates implement their investment strategy or adieve their party or by which they ate or may be boutii In accordant/ disclaim all a any liability whether ansing investment objectives. addition. the Fund may share information described in tort or contract that they might otherwise have in above wth its affiliates for business purposes, such as respect of the Private Placement Memorandum of the to facinate the servicing of accounts The Fund may Underlying Fund or any such statement, and bear no share the information described above for business responsibility to update any such information purposes with a non-affiliated third party if the entity Furthermore, the Underlying Fund may amend its is under contract to perform transaction processing, Private Placement Memorandum, however, subject to servicing or maintaining Investor accounts on behalf compliance by the Fund with applicable law, neither of the Fund This Subscription Agreement may be the Fund nor UBSFA shall have any obligation to executed through the use of separate signature pages update the Memorandum or in any number of counterparts. Each counterpart shall, for all purposes, constitute one agreement binding on all the Parties. notwithstandig that all Parties do not execute the same counterpart. ER305378-MAXWELL Private and Confidential 16 CONFIDENTIAL UBSTERRAMAR00001769 EFTA00237400 Schedule 2 Defined Terms Used Herein An entity that is excepted from the definition of an • investment company' wider the InvesMient Any state or political sutdivrsion of a state, including 3(c)(1) or 3(c)(1) Company Company Act pursuant to Section 3(c)(1) or 3:O7) any agency, autheirity. Or instrumentalay of the state or thereof political subdivision: a pool of assets sponsored This Investor Apparition Form, including the established by the state or political subdivision or any agency, authority or imtnewmality thereof. including. Agreements Subscription Agreement and the Funds Amended and Government Entity but not limited to a 'defined benefit plan' as defined Restated Limited Liability Company Agreement inaction )214)ji col the Code '26 U 5.0 41ej)i. or a Any economic edema such a the right to share gains state general fund; A plan or program of a goverment and losses. This does not include the receipt of a entty and officers agents, or employees of the state Beneficial Interest management or performance lee for operating a or political subdivision or any agency, authority or (dem, Inwsunem Account, or other fees for acting instrumentality thereof, acting it their official capacity. in a fiduciaiy capacity CAI and CAI Statement The person who establishes the trust and contributes Client Account Information Grantor asset to such trust An individual's parents mother-n-law or later-in-law. A call by UBSFA for C metal Contibutions by the mouse. Mother or sister, brother-in-law or sister-in-law, Capital Call Immediate Family son-in-law or daughter-in-Ian and children and any Investors from time to time pursuant to the Raid Member Agreement other person to whom the ndMrAml prattles material Capital Commitment An Investors capital cernmenem in the Fund Incentive-based compensation paid with respect to the Incentive Allocations Underlying Fund ionlito the extent disdosed in the Memorandum , or an Underlying Fund as applicable Capital Contnbution A capital contrtuton in the Fed A controlled foreign corporation. a defined in Seto- An interest in the Fund CFC Interest 957 of the Code CFTC The Commodity Futures Trading Commission Investment Advisers Act Investment Achtsers Act of 1940. as amended Closing Each date upon which UBSFA accept new or Investment Company Act Investment Company Act of 1940. as amended increased Capital Commitment Includes without limitation, acting as an underwriter, Code The Internal Revenue Code of 1986, as amended participating in a seeing group in an offering for the issuer or otherwise acting in furtherance of a pubic My hedge fund. investment partnership. investment offering of the issuer. acting as a financial adviser in a corporation or any other collective investment vehicle Investment Banking merger, acquisition or other corporate reorganization, that is engaged pima* n the purchase and or sale of Services providing venture capital, equity lines of credit. private securities A collective imestment account does not investment public equity transactions APES or similar include a family investment vehicle i i e a legal entity investments or otherwise acting in furtherance of a Collective Investment private offering d the issuer or serving as placement Account that is beneficial?), owned sties by Immediate family measliest or an investment club le, a group of agent for the issuer friends. neighbors. business associates, or others that pool their money to incest in stock or other securities and are collectively respomible for milting investment Investor An investor in the Fund decisions'• Investor Application and The application for an Interest in the Fitd included in Control Securities Securities of issues controlled by the Investor Investor Application Form this Booklet Covered Broker Dealer A broker or dealer, other than a Limited Business IRA Individual retirement arrant Broker-Dealer My company (odwr than a Public Company) satisfying Any broker-dealer whose authorization to engage in aryl the factoring three criteria 1 ',corned at Limited Business Broker- the securities business is limited sole), to the purchase Dealer and sale of investment company variable convects least Si million in the last fiscal year or in two of the last three fiscal years and shareholders' equity crf at seuntes and Sect participation program securities Covered Non Public least Si S million. or (2) shareholders' equity of at least Company Directly or indirectly providing more than 25% of a 530 million and a two year operating history, or 13, total assets and total femme of at least S75 millon in persons nom, in the poor calendar year An Material Support individual 4 deemed to provide mamma support to an the latest fiscal year or in two of the last three fiscal years Immediate Family Member lmng n the same household UBS Fund Advisor. LIC.a "Qualified Replacement- or The Employee Retirement Income Security Act of the members of the Fund acting by a majority in ERISA 1974. as amended, and the rules and regulations Member Designee thereunder interest, it each case as set forth in the Fund Agreement Confidential Offering Memorandum of the Fund, as the financial Advisor Financial advisor to the Undersigned Memorandum same may be updated. supplemented or modified from time to time FINRA The Financial Industry Regulatory Authority. Inc NYSE The New York Stock Exchange. Inc The Fund's Amended and Restated Limited Liabhty The Undersigned, UBSFA, the Placement Agent and the Fund Agreement Company Agreement as the same may be amended Parties Fund from time to time UBSFA and its advlsois members officers. direction, Fund Parties Payment Payment in good funds for an Interest employees and principals ER305378-MAXVVELL CONFIDENTIAL UBSTERRAMAR00001770 EFTA00237401 Schedule 2 (continued) PFIC Pasvue foreign investment company. as defined ri Settle,. The person who euablithes the trust and contra:ones Section 1297 of the code assets to such trust Small Business Investment Placement Agent UBS Financial Services Inc Small Business Investmern Act of 1993 Act Placement Agent's Emma advisor employed by the Placement Agent Subscription Agreement The subsaiptkn agreement careened herein Financial Advisor A fee charged by the Placement Agent of 2% of the Capital Commitment in connection with an investment This subscription booklet which includes the Investor Placement Fero in the Fund. subject to water by the Placement Agent Subsaiption Booklet Applicator, Form and the Subscription Agreement and in limited orcumstances The Placement Fee when all exhibits related thereto charged is in addition to your Capita Commitment A swap, structured note or other cinnamic nstrurnem. The plan assets regulation set forth by the Department Swap the return Ironi wØ n based in whole or rn part on Plan Assets Rules of Labor in the U.S Code ol Federal Regulations at 29 the return of the Fund C.F R. § 2510.3-101, as amended. together wen Section 312) of EMSA Third Party A third party UBS Fund Advisor. ac, or an affatale thereof. in its A direct 'beneficial owner" of a Section 3icx1 or Pre-April 30 Holder UBSFA capacity as investment adviser to the Fund or as 3c(71 Company that has held an interest in the Undersigned on or before April 30. 1996 adrrmistretor to the Fund. a chsdized in the Memorandum Private Fund A fund exempt front registration pursuant to Section UBTI Unrelated business taxable income, as defined in and 3 tilt or 3,O7 of the Investment Company Act within the meaning of Sections 511 to 514 of the Code Any company that is registered under Secton 12 of Public Company the Securities Ecchange Act or files periodic repass Undersigned The person'.s: signing Ma Investor Application Forth pumice to Section 19,rk thereof Regulation D Regulation Et under the Securities Aft Underlying Fund Blackstone Real Estate Partners Europe v. The Underping fund. the general partner or sponsor of Securities Act Securities Act of 1933, es anended Underlying Group the Underlying Fund together with they respective affiliates Secunties Exchange Act Securtbes Exchange ACC of 1934. as are- set Underlying Information Manias furnished by the Underløng Group ER305378-MAXWELL Private and Confidential CONFIDENTIAL UBSTERRAMAR00001771 EFTA00237402 PAGE LEFT BLANK INTENTIONALLY ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001772 EFTA00237403 O2012 UBS Finanoal Services Inc All Rights Reserved. Member SIPC 110106-2698-001 UBS Finandal SeMud Inc. is a subsidiary of UBS AG. 4$3314§8-MAXWELL CONFIDENTIAL UBSTERRAMAR00001773 EFTA00237404