EFTA01273285

SUBS UBS Financial Services Inc. Account Nurnoer Cicnt Fund Investment Application Cover Sheet ALPHAKEYS MILLENNIUM FUND LLC Fund Name Ghblaine Maxwell Account title Ghklalne Maxwell Client Name ACU6 Form ML2,31837 Control Number 102725 Appkation Id ECS-0155002191 III FCS-0155002191 For Internal UseOnly CI 2007 UBS Financial Services Inc. AN Rights Reserved. Member SPC CONFIDENTIAL SDNY_GM_00020458 EFTA_00131078 EFTA01273285 UBS AlphaKeys Millennium Fund, L.L.C. Investor Application Form Investor(s) Please: • Complete the Investor Application Form via UBS Online Services ('OLS") Q8 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 Altemative 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 4 full business days prior to month's end. ML281817-MAXWELL Private and Confidential SDNY_GM_00020459 CONFIDENTIAL EFTA_00131079 EFTA01273286 Instructions for Completing Investor Application Prospective investors in the AlphaKeys Millennium Fund, L.LC. (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 O1.5 please follow the instructions on the OLS system and/or the enclosed informational card. If you invest via this Subscription Booklet please promptly retum 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 Contribution Amount • Indicate the Capital Contribution applied for (which may be accepted in whole or in part by UBSFA). • 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 Contribution an amount less than the Capital Contribution 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 Investors 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 $S million for entities. To calculate net worth, exdude the value of your primary residence, and count as a liability any indebtedness secured by that property in excecc 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. ML281817-MAXWELL Private and Confidential 2 SDNY_GM_00020460 CONFIDENTIAL EFTA_00131080 EFTA01273287 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 S5 million in qualified investments or an entity with 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. 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. Certification Regarding Initial Public Equity Offerings: Please initial and complete all applicable sections. H. Government Entity Status: Please read carefully and check the appropriate box(es). I. NFA Bylaw 1101 certification Please read carefully and initial the applicable acknowledgement(s). .1. Investor Acknowledgement: Please read the acknowledgements contained in this section carefully, initial the applicable acknowledgements and complete the applicable certification(s). K. Investor Signatures: Please sign. ML281817-MAXWELL Private and Confidential 3 SDNY_GM_00020461 CONFIDENTIAL EFTA_00I 31081 EFTA01273288 Schedule 1 PLEASE REFER TO THE REPRESENTATIONS BELOW IN ORDER TO COMPLETE THE INVESTOR TYPE, ACCREDITED INVESTOR AND QUALIFIED PURCHASER REPRESENTATION QUESTIONS OF THE INVESTOR APPUCATION FORM. ACCREDITED INVESTOR STATUS AND N. Corporations, Partnerships, Limited QUAURED PURCHASER STATUS QUALIFIED PURCHASER STATUS Liability Companies and Other Entities V. Individuals, Joint Tenants and IRAs The Undersigned must certify that he, she or {a) The Undersigned is a corporation, (as applicable) it is an accredited investor and a qualified partnersheo, United liability company, purchaser based on the categories listed Massachusetts or similar business trust, a 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 SS million in investments.• • I. Individuals, Joint Tenants and IRAs formed for the specific purpose of investing VI. 'Family" Corporations, "Family in the Fund, with total assets in excess of $5 Foundations, •Family Endowment, The Undersigned, either individually or million; or "Family Partnerships, "Family Trusts or together with the Undersigned's spouse, has other "Family" Entities a net worth* in excess of 11 million. N) Each shareholder, partner, or other equity owner of the Undersigned, as the (a) The Undersigned was not formed for II. Trusts case night be, is an accredited investor; or the specific purpose of investing in the (a) The trust has (i) total assets in excess of (0 The Undersigned is a 'bank' as Fund; S5 million, (ii) it was not formed for the delned in Section 3(3X2) of the Securities specific purpose of investng in the Fund, (b) The Undersigned owns not less than S5 Act or a 'savings and loan association' a million in investments;• • and and (ii) its investment in the Fund is directed other institution referred to in Section by a person who has such knowledge and 3(aX5XA) 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 spouses (including former spouses), or (B) Fund; or (d) The Undersigned is a 'broker a direct lineal descendants by birth or dealer' registered pursuant to Section 15 of adoption. (ii) spouses of such persons, (b) Each Grantor of the trust has the the Securities Exchange Act; or (ii) the estates of such persons or power to revoke the trust and regain title to (iv) foundations, charitable organizations or the trust assets, and each grantor is an (e) The Undersigned is an 'insurance company' as defined in Section 2(aX13) of trusts established by or for the benefit of accredited investor; a such persons. the Securities Act; or (c) The trustee of the trust is a 'bank' as VR Trusts (Other than Trusts that defined in Section 3(aX2) of the Securities (t) The Undersigned is an "investrrent company' registered under the Investment qualify under VI or VIII hereof) Act or a savings and loan association or other institution referred to in Section Company Act; or (a) The Undersigned was not formed for 3(aXS)(A) of the Sectxities 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 Flans Small Business Administration under Section (b) The trustee or other authorized person (a) The plan has total assets in excess of S5 (301X0 or (d) of the Small Business making decisions with respect to the trust, Milian; or Investment Act; or and each Settlor or other person who has (b) Each participant n the plan is an (h) The Undersigned is a • business contributed asset to the trust, is a person accredited investor; or development company' as defined in described in V, VI, Val or IX. Section 2(aX48) of the ►'vestment Company VIII. Other Entities (c) The plan is partiopant directed, with Act or a 'business development company' 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 (d) Investment decisiorts for the plan are Fund; and Note for Accredited Investor Status: made by a 'plan fiduciary' as defined in • The term net worth means total assets Section 3(21) of ERISA that s a bank, (b) The Undersigned is an entity, acting for at fair market vNue minus total liabilities. its own account or for the accounts of other insurance company, registered inverment To c.slailate net worth: () 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 base, count as a liability any indebtedness secured not less than S25 million in investments.• • by that property josxcsss 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. ML281817-MAXWELL Private and Confidential 4 SDNY_GM_00020462 CONFIDENTIAL EFTA (X)131082 EFTA01273289 Schedule 1 (continued) QUALIFIED PURCHASER STATUS (can't!) a 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. Entitles that do not qualify under Control Securities is itself a registered or VI-VIII Is any direct or indrect beneficial owner of private investment company or is exempted the Undersigned itself a Section 3(cX1) a 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, a is under common control with the Investment Company Act, (8) the Control Investor's securities is a qualified purchaser Undersigned? If the Undersigned cannot Securities represent securities of an issuer as descnbed 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(c)(1) or 3(cX7) Company, issuer of the Control Securities has a dass 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 Regulation S under purchasers. owner. the Securities Act or (0) the issuer of the Control Securities is a private company with X. MI Investors that are Entities Notes for Qualified Purchaser Status: shareholders' eouity not less than S50 •• The term 'investments' means any a millon determined in accordance with (a) The Undersigned is not a 3(c)(1) or 3(cX7) Company; or all (I) securities (as defined n the Securities generally accepted accounting principles, as Act), except for Control Securities unless reflected in the company's most recent (b) The Undersigned is a Section 3(c)(1) or otherwise included as described below; financial statements (provided such financial 3(0(7) 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) 005411 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 NOTE. in determining whether the S5 3(cX7) Company and has obtained consent contracts entered into for investment million or S2S million thresholds are met, to its treatment as a qualified purchaser purpose; (5) real estate held for irrvestment investment can be valued at cost or fair from all of its ere-April 30 Holders. purposes; and (6) cash and cash equivalents market value as of a recent date. If XL 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 Quaid-led purchaser from all met. of its trustees, drectOrs or general partners. ML281817-MAXWELL Private and Confidential 5 SDNY_GM_00020463 CONFIDENTIAL EFTA_00131083 EFTA01273290 Investor Application Form A. Capital Contribution Applied for: S 2c 00,0 Mote: Your account will be debited for your Capital Contribution plus the Placement Fee of 2% (which may be waived in limited circumstances). A Placement Fin will be in addition to your 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 (Cures cur may iresileble ) B. Investor Information: SSN/I r..x State. pri (1,40:. Widow./ PTigipat Fixed Phone: &sinew) Fax: Mr. Mrs. Ms. MM. Dr. Other Investor Address: Attention (Name:) E-mail; C. Accredited Investor Representation Check only one box. By executing this Investor Application, the Undersigned cerffies that he, she, a it (as applicable) has read and understands the instructions to this Investor Application inducing, but not limited to. the instrations to calculate the net worth for accredited Investors; and (i) if a "accredited irWeSta* under Regulation D (generally, net worth in excess of St nation for individuals (together with spouse) or total assets in excess of S5 million for entities) and has calafated net worth as moiled by the iratructions in this Investor Application. Please read Schedule 1 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 IndwidualARABoint Tenant (with Rights of Survivorship). check here: ) If investor is a Revocable Trust, check has. O (Ilia or O (gb or O (gc Invests is an irrevocable Trust, O 00a a check here: O (r< If Investor is a Participant-Directed Retirement Ran, check here: O OM it Investor is Other Retirement Plan, CI gibe or O (labor O (lad check here: If Investor is a Corporation, Partnership, Limited Liability Company and Other Entity, ❑ (Mao O (Mb or O (Alcor O Ond cr O (tile or O PO or O 01.09 or CI (N)h check here: ML281817-MAXWELL Private and Confidential 6 SDNY_GM_00020464 CONFIDENTIAL EFTA_00131084 EFTA01273291 Investor Application Form (continued) D. Qualified Purchaser Representation: The Undersigned is a 'qualified purchaser' under the trnestrnent Company Act (generally, individuate, beneficiaries of Etaniparticipant-drerted piers, and familyttnst entities must own at least $5 million or more in qualified investments and entities must own and invest at least $25 mdion in qualified investments). The Undersigned must certify that he, she or rt is both an accreted investor and a quailed purchaser in order to invest in the Fund. Please read Schedule 1 and check the appropriate boxes. Trust entitles should read carefully the specific squalled purchaser requirements on Schedule 1, including the requirement (for trusts other than MIS relying on certifications in VI and Vim that both the trustee (or other authorized person making decisions with respect to the bust) and each Senor or other person who has contributed assets to the trust must own at least 55 million in qualfreci investments. The Undersigned's execution of this Investor Application constitutes certification of the Undersigned's status as a 'qualified purchaser. • If Investor is an Individual or IRA- or Participant-Directed Retirement Flan, check here: elm If Investor is a ▪ amity' Corporation. • Fantle Foundation, • randy" Endowment, O Ma, band c AND 0 Macs 0 Mt' or 0 (10c* or 0 DM ' Family- Partnerships. • Famly- Tests or Other ' Family' Entitles, check here: If investor is a Trust (other than a Trust that qualifies under M or O MN and b MID CI 00a or 0 NV or 0 OOO1* 0 NO VIII), check here: If :nests is another type of O 0/114 and b MID O Oa or 0 pOb• or 0 (X)c• or 0 DO Entity, check here. If Investor is an Entity that does not qualify under WW1 check O 0>0 MID CI Oge or 0 Mb* or 0 ()c• or 0 CYO here: investors that checked X(b) an you choded Mb or la above. X(c) must also respond CHICK YES OR NO BELOW YES or NO to tern XII 0 YES or 0 NO E. Benefit Plan Investor Status: Please certify, by checking the appropriate box below, \tether 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 (NSA; (2) a "plan' (as defined in Section 4975(01) of the Code) that is subaect 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 scatty investments in such entity by one or more persons described in clause (1) or (2) abase. Examples of the foregoing include, among other things. 'Keogh' plans, other tax-quaified retirement plans, IRAs, certath other types of employee benefit plans (and accounts) and entities that are i deem* ii to hold "plan assets' thereof. Check one 0 YES or NO F. Controlling Person Status: ',ease certify, by checking the appropriate box below, *tether the Investor is or will be described in any of the following categories: (0 a person oe entity that has discretnary authority or control with respect to the assets of the Fund; (N a person or entity that provides investment advice for a tee trect or incrirett) with respect to the assets of the Fund; or (IN an 'affiliate' of a person or entity described in cause (Dort above. For purposes of this representation, an 'affiliate of a person or entity includes any person or entity controling, controlled by or under common control with the person or entity, inducing by reason of having the power to exercise a controing Influence over the management or policies of the persona entity. Check one: 0 YES or /NO ML281817 -MAXWELL Private and Confidential 7 SONY_GM_00020465 CONFIDENTIAL EFTA_00131085 EFTA01273292 Investor Application Form (continued) G. Certification Regarding India/ Public Equety OH«IngS: i s b ("L . Ruh S130 'Restricted ~ tr ' . o..'r<iurge ins, etc ogi e: erkke: in %h. ~ M44 d lac Tørdsabli =apt: 4 419~ lie well Iferisactom . • nee« ISOM the appeepelet• Staallii :nt ..;.44•4044.4..4• , taet. (toe. WIWP44.44 Wks* 4....., ersfrep :0 fr et a `44...ficeisreci .5 • . . : . tiporyben esertn•iffr 'rs.fit V arr 44,4:1, sir.:,• eØ t.^. fry X4O:r '..4.ni• tanefeclal leered r. es icideetrea Rev ensue es bay el itee tealeary _ a. .4 , 4•:•.: ^4.41fre !--,' Iv Gfrfr ne free Ma' .,_ b .fr" 49 .fr. 4?•t!Zr Q4.49.4 frarfrr 4%.4.4:44 I.414.` A) .1444:444 . 1 • , ',11.4 .1.4f404. WS O. 01?* 4.0A4Ard &free ..."eake :...ders si • ern. a ii mt: C.1411 4 ri• awn: 5 eiNeiCeci - Me millImeer cianfil 0 it... - rbeAteen C Zn .,443./if , r04.1" , -t. 0, •00.0” a- bound, c• A 40fra . ^ . 140 i" Mcm PI' 0 ' m589 e s 8---edif :4041. N al • •.-2.4r44 &talk (»Pe'. hhask: Nereid. N.00•• 81.18N Sic • '..ixia icirtudy. 0 • Lp..4., - 4.4 r4S zetieggis . 1:2 4 tit.. ~ice erg can ‘‘%eag 4J• /44Jeltt tirlVdttf. , V1.4^^.: er tie %re "*Irt * Jr SI, he, • .6 e f cocervig:-.Craeln !r014 v ry.fri.< CC aa. yew- Mews 0• L▪ eer •• •••••. ~, s. ikC..*.4 :0 De , 4443 i•l:P4C44 ANifftgla C LI, 3...SC 4'. ~Peg :n fr T4r4 et n. u$40•0 iø.r 3464r A Wier ..‘11Pri C• It 0. I kr4 5~0.4 know. Z •erk. show ~fell•• .1~ 4 i.1010" .41.0 • 'h twehe- "hi De."‘ k ~aka 'elk a kcal. Ol• p44«,0444% CCTS•Ply aø4 •h.eque•0 kl De PhDs n. W.'41.44 - 4'r, .k5D4e: L' • Ca4•10 Pte . J414r :Ye trNir 4 f4.1fr: crow% 'NB, h Iata r - thank rev :4: one dime'. Met car; 0,40e• mri.T555 2S% p. hcrf.C1 tkeh.:, *perk" haepany yte. e. wee- mho • 4t)pør 411,1 ▪ 0.0‘f “tod It 4 1k3 r 4 , 41•ShNeflerkelInah A, ' , ken alit Fer.i saf•Dr al a akSC- NR n 0. ••• mien • am. ahte •D's v.% I rvin fa. 0,0.411. :0 Len prop. gatene .4, -1. ac.zhnt ..eitel t ktefitut 04- 4•141.4 4t corn44,4 Vat G. «Mr 44.."4 444:, al V the gX444,.. 'fli•Titi cc Tucce..' ezede cim • ;Mel tenon r ?coign rn a -5' altlertlk3 kthOn" ."• • • .••• C'tW n-cie For Entioe~l you 1~1 *ay 04 hens 1.4)~ (ce) eficive. you may mil be *foible le pertinpetai in *few bea m it you 14441./ on4 of the eatinkooks Meted knekr 'NW knew* twipoont' at the back DI dl. ~Ion Akron" If ah pleat ~ly the tterrehon ~its 11 0vough IC) here ~vein 1(b) h not avakableY NOTE. cesaptione an, na sppikeete fw IMi.wMut r•threkint haunt.. ifidi~ig a toet aktoun4 teal* e• MINA 4440.al6 wMich are treated e inturS person, fa d.å purpos• Private end Confidential 8 SDNY_GM_00020466 CONFIDENTIAL EFTA_00131086 EFTA01273293 Investor Application Form (continued) G. Certification Regarding Initial Public Equity Offerings (contact): Rule 5131 'Covered Persons' (1) Please Initial below if applicable a if the timber is a corporation, partnership, trust or other entity, which apply to any person having a Beneficial hfferest In the Investor The Investor, a any person having a Beneficial Interest in the Investor, is (0 an executive officer or director of a Putfic Company et a Covered No-Pubk Company. or (II) a person recemng Material Support by an executive officer or &ecta of a Pubic Company a a Covered Non•Pubhc Company (any person in 0 or (11a -5131 Covered Person'). (2) If you iritialed statement (1) above. you must name each relevant Pubk Company ander Covered Non-Public Company: (3) If you labeled statement (1) above, please initial the following only if such appricabk PublX Company or Covered Non-Public Company:. (a) is currently a client receiving Investment Banking Services crowded by a FINRA member, or has paid compensation to a FINRA member for Investment Banking Services in the past 12 months; (b) expects to retain a FORA member for Investment Banking Services within the next 3 months; or (c) has entered into an express or impbed obligation. drecdy or indirectly through its executive officers or directors. to retain a I NRA member for the performance of future Investment Banking Services. If you Initialed any of hams (a) through (4 above, you may still be ellgibk to parddpate in 'new issues" if you satisfy one of the exemptions listed under 'New issues Exemptions' et the back of the Subscription Agreement. ff so, please specify the exemption number here (exemption 1(a) is not available): If the Investor has represented that he, she or it is not a 'Restricted Person" or a 'Covered Person', the Investor further represents that he, she or it understands that this certificate expires after one year and agrees promptly to notify the Fund should the account become a 'Restricted Person' or "Covered Perron'. H. Government Entity Status 0) Is the Investor a Government Entity? 13 Yes (i) the Investor is acting as agent representative or nominee for one or more investors, is any of such investors a Government Entity? ❑ Yes tf<do (ID If the answer to question (IC Is 'Yes', please indicate the names of any such investor: ML281817-MAXWELL Private and Confidential 9 SDNY_GM_00020467 CONFIDENTIAL EFTA_00 I 31087 EFTA01273294 Investor Application Form (continued) 1. NFA 8 slaw 1101 CortifiCation (Moan •110614••1940041 441. nada IRA as Rsuadaion Mantas. - yvtate aseasnm are Arbil% WI AMA. 40. Y • mosACIA, 6.4u-4144 rot revzsr.• to e• . n ebt a re re ASSOC.We • NIA •• x M Or MOSAViasonit Ma: cA1nOC,A ( Owe, Nene ( Orr' ••.: • ON soca 11, "not <Vita. &lee kat. VW'S* Aatadf/07Me OR AR (gat Entry ImeitOrs: :e fe /1417.7 '7 , t4e riviVet $ a consmorals ANY rs• Oartalr• a-•••••• •ttassn- a Vew a• 'eo- f.;• Me NIA re :0 0, •eworecl Dr <f'! 04r, Ir R▪ isaal nova *Me nos •1••••Sela can, gessially. CALM pirate arnestasent vaiacies sods as tingle ntembirt casapanias and amain fl ied sionneskins ov ossestisol ionlY amosbor% woe *then Amid initial this make awl Wow if appliabia) ' ("Ant. •• • 9ur I at : ^vIV , e• ,t a...1 • loan,.•ens .0, set. tovseel•V's 7.-47 , 4 'att.:. ettlftett: MI%:It 00135,04PITSIANIS •-•Z•othe Sri 'Mufti, :aster .11•41.1 17.731msent, aNS 71.47), :' nat. • a lanr WO 404 VA kW • nonce rata Vie -tar actcnsetta• :2-1' e441M . '414 sao' ; ,90 .rg.trele kis 4 '3 an:1Na 'ice • 1.0t4. slif oitTalain val•Irve ''t • ". arhe'•• 'r ..ate an est aca 7017 sr Otintwal Awssaa A pat whoa are,. • eu • 44 4,2 4es •••• a -070 )10•7 0710 4.7.7*NFA t - • 'Nicer 1 a canconlatumn W " I termaitsv 2010.04 btt pen a 9 70...e. n. as ••• • •••0010.• Wi• '•'• :4-vet l CAP .7* cart'. pan CZYtee :Per 7. I M010••• 4•7CP1M.7 !Nam. Sasecy A.' id 1974 . Nnine '0.41b SF airy •••17)100. V• )WNW ge ze flow, .IN 7. Cr .1 •ainv• • w*•:• Dec* tee app<4 I •••44ran d'ente L7 .<7.7! lilt C. Maar Mt tin ,{ran rear Pa investor nas atarranaa rim 'flarala .• J / tarlatan PA: nusausr OR tate ea so MA Miabets allot Soso relied so noisy we So OTC • .e.yeur, •I 44 MO* -t •41:InteaCY POO ng ',wow •••••••71.1bele worse pot 14 • " 0777. 1 .• NSA m9111404..7 ere: r•C Mr "4 DIOS :le •'40• ly e. *am w levralu• aIn Verc.IK• "pall. I laiplefel aOrnevall .u o °Weed. Ze.777,,My .43, ea:•at Isthses ma•naaan fresthar• YMOCurgla breeq• Y..Ll icee4r. .„,.9t no. "V411'eat t 411. 9 4• 4 aa'd : 410K1 ' ••• Of Ito.. Ma •04Cli, •If Wnbta ao P07.77 0, waplOsAt WrIriagS at9f. v Cora WI 'es '. a? 73 bee:" WI • is Arran one Coolies. Iv SONY_GM_00020468 CONFIDENTIAL EFTA_00131088 EFTA01273295 Investor Application Form (continued) 1. Investor Adintewledshesent 'n• ,.•vsenornej .!CA. win, j • 5, ann. ea, we • :11. a Man am ertaraa 24 a 24 h/ fifth aiSen Ip 02•COSes :JS Naha tdIgrien J The Undelnigned terattentl diet S. the or it m e hatted States person' (as such in is definer' in the Cede) kr purposes a U.S. federal income taxation and has provided to UK ..pfd and duly cerepieled Conn V4.9. Or wawa form th ereto. signed wider pethiltas a fithlthY by such Undersigned. th e Unledelgerad Cilrillsos under penethes of WM" that (AI its U.S. taxpayer • p -P r a• !'; ;On fo "WC...CC . 0 idereilketion isamber, as it egpesra In the investor Appiation Forth ie this Subscription booklet. is * . PM Ube and correct and ill0 it es NOT pawl to backup VatItt#80161, twat.* either Mile CRAMP( th en beau' , lintlt athleg. ha not berm sobbed by the U.S. Internal Revenue. See** l'IRS1 that it is militia to baby tuthholdng as a mutt of • lath to report ea theorist a dividend .. or (3) the Its has notified it thanes no kompn subject to backup withholdena. The UndeSegned YOU natty the Fund within IS days rf an y of the above anifeatioin are no long*. raid. Upon aquae by the Fund Uthla. the Undersigned Well proreptly funtob to the Fund said and duly tompithed Foam W.f. Cot tur<ewo lean Memo signed under penalthe el paigury by suds undenignod. Ire nets Ted :as Wt.., confanso a dt fM ciamthon Itly04121 Umbra:de as Canton it 7.7; the: aa. al t wo .florstatass Mei tillidaad le be DIMM.0 Ow !le 4P INS fl ee. ACIIIIKAtet • eau few% ion "a. eiOeet Inc (MOW* .• a. •••••3 : he 000.84.011O3 Nefeltehtt of lot 4 On 'etre:. .Mlatlry Vas SC on be Mee by Ire ArtaTeett Aram IV crodriputs er.atr O&M ONCTOO2Clet l r< hent'uton Adieerant and Ina Odle Agpepenee NV Spent :rat lira moat rerstrata eta. ,..••••• ant 'ett 0: t'ni 49lie..10/ he ..NOttlarte:ebter ft :V: V. reee: - etred a :coy a tag Mtnor&4.t . LS.Ntul .1,0 •-o0eltitlat it. and the tnalcItiln•C •••••• , Thy I ..n0 t Ntlea diathens w • tlanthatuty aid selftgawat amt CC a -Pettis= .thattner4 Tai r Ile f tine naives urrials al urea a nt sang t ..Ti • Pnwrort Air% ate. beta' md. rem •• perments Peen to InelliOn re andta Ira "beet rad Dew* spor wY awn...a iu.. • :<r Ave. togoo.leary . h. S aid 7, 1 sthethignet:CCWICIfflt tr. enenthint 009:04 etc OP. Pte*/ ea !C rot Aloft UTAK 1M f -4V aid $112•014 0/ <KAY ion; al.r" and 'egrets, Th softeilnlp anat. pain 4 itecarelse Claf es 74 norther! and May Stet l edni owystn...% gain ales '0 TOkint. Tr Ile eope4r DOOVa0 VO.C.N40 itObalt n are thts tryti.M.Int 1 luld • :r e it derpuo endue:no :LI en nether" c isnd net .roc: tie 'adverted s iwsait (hoc, oiler ttr, 21, vat tea" •••2 '2WiStet> DWI the teMilleti nac' en: 4044 it? :3MS:ell ter TN We both a Sni SIOnt74T2 ,1 'he .1101•14W1 'War swat' /CS IM the: C teat I ti 1M C alp :Coe PAP , . OkA an apps care neteuere 1n a any 41{..lt W e vogue. reworrKi b:SaISS a Jr MiMbr C If* : tell • !••• itiOChirc, Vtitl:CSUI4Ps Ca .119A eye !hitt era atno..34 thsleecti Jape n nine (CIS anttbul at in anion nu tow the .P ast CiaInt'sfee CU CC 'i t - vier It '- e .friets red WWI> 'NH the MYttea Stahl A e ner C. ay MOON C; • YOMACIP 0' r t : "44 place al haus, st ithernand cannel suite Inn aft Law. masa :ao C yrer Arafreit. jet ',NM 5.1? Ot Udine trait moths: punier east e th e Iuna rev 'tte artatiCard ailrewitagef Isat a .i ceman: nee a • re co •••* iota Cirtzution au be • jg 21. t .usain • Int sidathipsid math :wean a bake°, Iltour! “OVOINT. I WC ..ttAt 1r I., z•••• "'s•••••:-.••: eaneanat re Nan: cif nay de *woo es :Pep P send ace t tc.i.natentscm: ;••• 102bY. IC. Inc.; 4CC r4041 we Uninfort .01.C.47:4 ClifttAlICI 111* Nettle.% > Nett* OY Kplaeure thather r. ilarrism 40M and tnG jtcpric4oca me. Ira nem eativithe fee To YAW, Me Jeuletrell mat arm wade -01.010 ant/edit bide .thurtalat Ter uninsured :atoms Vat no haienteril Pet nth ban Sinn*. *1' sull• ••••• • hams Aosia erp pecliecpae cpeeeLecere we IppeXPIAAPC A reepisipc c. slacenell IN f :e0/010 4 Oet ryelettot m TWO. T nu" a .11A utivari a Da at. Private and Cott ficiential SONY_GM_00020469 CONFIDENTIAL EFTA_00131089 EFTA01273296 Investor Application Form (continued) Investor Acknowledgement kordedk a. r_tR (AAVC.1 0'. ‘mOrSicrieC g<ARCO' 1,naomplira mAnowicica .het YY at a• amma ea :V ',AC Mt. pin I . tliOn NC•4 tat 13...C.Cali Mint ot. gIrto• 1:iat $ organ4 $$$$MIDIS n.$ flat ifivell .11 eM11. fund K. IrmestOi Si9ratureS: lux at , tn. Owe:eft* .r.:actfig CoMer *1f* 46.4110 Ati0aliOn ; :re 5.oraptca,Mann: ard gise "Mr n atTgrOJIM. *OP ;Ivo wrri A MOO a rest vrt •• ••• • 3 a• (etieS Joint MAxWPII 1. !....n.ire 0 MAKE SURE YOU HAVE COMPLETED ALL APPUCABLE SECTIONS Of THIS INVESTOR APPLICATION FORM. Private and cm6dendel t1 SDNY_OM_00020470 CONFIDENTIAL EFTA_00131090 EFTA01273297 For Financial Advisors All Investor Applications must be submitted on M. to UBS Alternate* Investments US no later than 4 full business days prior to month's end. I. Investor Suitability and NFA Bylaw 1101: With regard to the proposed investment of the aforementioned client In the Fund, I, as financial Advisor to the dient, by signing below, certify that I have: (1) informed the dent of al pertinent facts relating to the ligadity and transferability of the Fund, inckaIng the obligation to maintain sufficient [Parity to meet ongoing capital calls Of the Fund has a capital cal structure) on potentially stun notice and that the Investment may impact the diem's lose liquidity; (2) reasonable grounds to believe (on the basis of 'nfonnation obtained from the dent concerning the client's age, investment objectives. investment experience, income, net worth. financial §tuallat and needs, other investments and any other information known by me, including the attached CAI) that: (a) the lend berg mbecebed for is suitable and appropriate for the client (b) the dent meets at applicable minimum income, net worth, liquid assets and other objective suitability standards; (c) the dent can reasonably benefit (including 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 dent can bear the economic risks of the investment in the fund; (e) the dent's goals are consistent with the time frame of the investment; and (I) the dent appears to have an understandng of: (i) the fundamental risks of the Fund (including that the client may lose his or her entire investment); 00 the restrictions on the avidity and transferability of the Fund; (6) the background and qualifications of the sponsor(s) and immanent manager(s) of the Fund; and (iv) the tax consequences with respect to an Investment in the Fund; (3) obtained a valid and duly completed Form W-9 or W-8, as applicable, or successor form thereto, signed alder penalties of (*wry by the client and I have properly placed such form on fie pursuant to internal UBS policy; and (4) confirmed, with reasonable due ingery, the clients representations provided in Section I. NFA Bylaw 1101 Certification (if applicable). Regarding Item 2(b) above, in the event that the dent is an entity (such as a trust or partnership) that does not itself meet the mirimurn investment requiements (such as net worth) I have ascertained from the appropriate parties (such as the dent's trustee or general partici that al of the client's beneficial owners meet such requirement. Wil this investment r t in the client holding more than 30% of his net worth as evidenced on till in Alternative Investments? O YES H NO If I assisted the dent In completing any information that is required to be provided by the dent in the Investor Apiece-ion I have done so pursuant to the client's authorization and direction solely based upon information that has been provided to me by the client If I did not assist the dam in competing any information in the Investor Application. I certify that I have reviewed the completed Investor Application Form, and I agree that al the information in connection with the client's investment in the fund that is provided by the client is correct and accurate. 11. Investor Qualification for Offshore Fund offerings only I have reviewed the "Country Cuaifications° appendix to the Memorandum or Subscription Agreement and in any applicable supplement to the Memorandum or stet forth in the instructions on the UBS Intranet and I certify that I have reasonable grounds to believe that the dent isquailed, under the law of its country of residence, as described therein to invest in the Fwd. M. Flnandal Advisor Signature (Please Sign Below): Print Name of Financial Advisor: caso Lim # Financial Advisor Signature:. P.acement Fee O % (2%. waivable in lintited drounstancits) Date:63/ r Note: if inst f MIDST BE COMPLETED) , the CA/ Statement that accompanies this form must be dated before or the same day this application is signed. (Fee will be charged In addition to Capital CorarlbutIon.) Branch CoderTA ND'vision: Ito I 1155 I PinIVA FInancial Advisors must reconcile the information listed on this Financial Advisor Telephone If: application with the client's account records, including updating the client's not worth, objectives and any other relevant information. Financial Advisor E-mail Add* r signs the following page. Pirnitirtnitntielf Private and Confidential 13 SIDNY_GM_00020471 CONFIDENTIAL EFTA_00131091 EFTA01273298 For Branch Managers IV. Branch Manager Signature I certify that I have reviewed the completed Investor Suitability and Investor Qualifications sections above. tho dent Investor Application Form and CAI, and if applicable, the 'Country Qualifications' appends to the Memorandum a the Subscription Agreement and any applicable supplement thereto a set forth in the instructors on the UBS intranet and 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 dient. I agree that if the fluent Advisor assisted the client n completing any information that n rehired to be provided by the client in the Invest« Application. based upon information known to me, that the financial Advisor has done so pusuant to the client's authorization and direction solely based upon information that has been ended to the Financial Advisor by the diem. By signing below, if applicable, I have determined that (1) if the proposed investment is for an Access Peson's (as defined in the Investment Adviser Code of Ethics) employee or employee-related account, my signature evidence my pre-approval of the trade and that (2) the Access Penn's proposed investment a) will not unfairly limit the ability of eligible clients of VBS Financial Services Inc. ('the Firm') to participate in the proposed investment and (b) does resent a mat s" I conflict with the interests of the Firm's clients or the rum. Print Name of Branch Manager: /e.lie2- d Af5702,41 Branch Manager Signature- - bar& 0.1/4" (MUST BE COMPLETED) If the above named t a BS Mold Service IRA, then the Note. tructed, the CAl 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. PLAaMENI 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 B. If you do not agree to the reduced placement too, pease inform the brand, who is responsible for contacting AI Investor Service. Call Al Investor Services (800) 580-2359 option N1 for questions. Print Name of Complex Director. Comdex Director Signature: Date: (MUST BE CONIIII FTFD) ML281817-MAXWELL Private and Confidential 14 SDNY_GM_00020472 CONFIDENTIAL EFTA 00131092 EFTA01273299 .---- CONFIDENTIAL EFTA,13I093 EFTA01273300 Subscription Agreement The Undersigned ashes to became an investor un the pknoses only and not with toward diaributip publIcoftering aid the undersigned is an 'aCtedrad Fund, and to punthare an Interest n the hind upon • resting such Inierests in whole or in part. The (melte" tat defined in Repletion 0); the tans and condign set forth herein and in the Undersigned understands and agree that he. the or 4 Marc:rend= and the Fund Agreement must bear the economic risk of his, her or its the Fuca will not be registered a an inwstnnent investment for an Indefinite period of tine (suer to company under the Investrnera Company Act, and Accordingly, the Uncle-signed hereby agrees as bared Iglu of transfer provided in the Furd the Undersigned is a 'qualified puritheser (as defined from trader Section ia)(SI) of the Investment Company Agreement) becase among ether rests, the I. APPLICATION FOR AN INTEREST Interest has not been reclaimed under the Searles Act). The Undersigned represents that, unto Act a uncle the watt laws of certain states and, otherwise cared d U3SFA. he, she was not (A) The Undemgred agrees to become an investor, therefore, cannot be read. pledged, assigred or formed for the purpose of Mating In the Fund and and in connection therewith, subscrtes for and otherwise deposed of unless C is so registered a an vie not Invest more than 40% of S. her tote arts to paean an Mutest In and to make a therration Iran regal:mon is available The assets rl the Fund. if the Investor was famed for the Capital Confribudon to the Fund Payment (as Undersigned understands that the Fund is wax re purpose of investing in the Fund, or more than 40% defied in Schedule 2) must be received pig to the obligation to feaster the beteg on his, here' it of its assets MI be invested n the Fund, the Closing established by the Fund for the sub:edge:tin. Whet a to asat hrn, her a it incomplyong with my Undersigned represent fut each Waled Oster Of Any placement fee es il &Skim to the ntirthern exempt:3n from registration under the Securities Act. the investor be "qualified pacheser"; initial subscription. The fund may very the mirevurn He, she or it also urcleestards that sales or triers ol tra Neither the U.S. Securities and Eichange like) subsoiron frcm the tore. the interest we further restriaed by the Furd Commission, the CFTC, nor the seosities commission (B) The Urn:enigma understands alt agrees that the Agreement and stare securities of other *grey of any state a Other jureakton has Fund reserves the right to reject this Atusoipbon for (3) The Undimmed has rot reproduced, &pirated renewed, approved or passed upon the merits of this an interest for any reason or no reams, th whale or in or dshwed in whole or in prt and at not offering, the rarest or the Memorandum pan, and at ary dm@ prior to his, her or its reproduce &picas or delver kr whole or in part, the the The Member DISgrole, in the case of a nnenter• acceptance. t tie stisaiption is rejected. the Memoranda the Feed Agreement or this better managed fund, or Ultra, In the case of a nail- Payment and any Placement Fee paid by the Application Form to any other person or entity. amp Underagned, with or without barest, a athicahe, merntereanaged fund, with respect to the Fund, is to the Undersigned's profnernal 'dews or as registered as a 'arrerodity pool operate,' with the wall be retuned promptly to tie Urehreathed and this apes* inert/teed or permitted by Unfit CFTC. The Fund is mama from regestratica patent irrantOr Application shat have no force or effect. urn acceptance of this Mester Appleation by to (C) The Urelmegned has moved egetLdy read and to the vernpion under either CRC and 4.1Xay,3), undersea is the fund Agreement and the the de minima esswrption, or Rule 4.7, the lite tour Fund, the Undersigned shall become an tweaor in Mettoracken, indang, without are acre, the oarnpeon, for prineteryaffered commodity pools the Fund. Adrrissim of the Uncleared as an whose partepants are thread b remain high), wain %a occur ony upon the Closing Sealant of the Memorandum entitled 'Risk Factors' and 'Pocentie Conflicts of tram' and the sections sophisdcated investors and non-ti S. persons The (C) The Unknigned acknowledges and agrees that, or oroidons uterine, among other things. the Minter Designee a UBSFA a a0Prorate, is except as may be provided under applicable state organization aid irnestment apecthe and maces of, required to report amain Information with the CRC securita laws, the Undersired is rot mated to and the li b and expenses of an investment in the on CPOPOR throaty. The Fund may operate es an cancel, terminate or revoke this Investor Appeal:en Fund Tee Undesired acknowledges that in making eeempt corrnicry pool pursuant to the CFTC or any agreement cr the power of attorney of the a Scam to subecrIte for an Interest, the Campton% set forth above with respect to thelenigned hereunder and this Mesta Appleasko Lndersigned ha feted 'Ole& uPon the Memorandum, commodity pools offered and sad solely to (a) naval and such agreement and power of attorney shell the Fad Agreement and independent inre49*from persons vita re "quailed Mb* persons' under survw any changes in the transaction Documents made by the Undesired. The Undersigned's CRC Rde 4. (ax2), incbing, among others. and instrument trom the description thereof In the inveurnent In the Fund Is consistent with the 'quailed purchems,' and (b) nen-taut persons Memorandum vetch in the aggregate art not Mestmem purposes, objectives, and castenow wan are *taw 'Quilled eight persons" under material or which are contemplared by the recarevrents and need fog diversification and Wady CRC Rile 4.7, inch:dreg "tweed purchasers,' or Memorandum and (4, the subsequent death, of the Undersigned. The aggregate amount of al "accredited bates? disability. incapacity, excepetence, termiratern, investments of the Undersigned that are ilkpad (v) The Undasia al is eater a natural person who is a bankruptcy, insolvency or desobion (as applicable) of (fading commitment for and such iwestrnents end "gaikd eligible person' undo OTC Rule 4.7(42), the Undersigned, provided that if the Fund does not taking into account his, her a is investment in the inducing, arrong others, 'quaffed purchasers; a a accept the Investor App kation on or before the Fund) is reasorabie in relation to the Underegrects nail-natural penal veto is tither (1) a 'qualified Clang, this Imator Appacadon, at agreements aid net worth eligible person' under CFTC Rule 4.7, inducag the power of attorney of the Undenigned thereunder "orefled perchaers." or an 'accreted breve," shaft be canceled and this threpor Appecation wit be (0) the Undersigned has been provided all oppertunity to oboe any addelonal information or (2) not retired to be a member of the National retuned to the Undersored. hares Assaiaton or be registered with the CRC concerting tie offering of the Interest the And and (DI The Undersigned agues to provide MSS& the all other ricernaticn. in each case to the scent the underact/inCFTC no-action lean, and Fund ander the Placement Arm such addlitha fund and LESFA, a the Maniere Agent, possesses information, documentation enact representations as hi (a) Certain of the Fund's drect or indirect each sienna-ten or can acquit it without imestmens may be PFICs and/ce CFCs for V.S. Waal UBSfA, the Fund andfor the Placement Art may unrearable effort or ma and has been given income Ire putproat CO) n correction with such request n order to comply with any pronisen of the opportunity to ask stations of, and MISR InwrsbnentS. various 'areidefemar provisions of the Sears 1471 through 1474 of the Code and any asters from. UEISFA anceming the terms al Code could potentially cause the Undersigned to cadence issued thereunder. The U.MMae orations of the offering and other nutters recounts taxable income prior to the Rat or the understands that such elonnation. Ocarnentabon peruirang to this Irwesanent In making It. Mr or i's Undenigrech receipt of distributable proceeds, pay arab recresematicre may be &closed to the decision to purchase the Merest, the Undesired has an imam: charge at recasts that an deemed as internd Revenue service a Med Tad Partin, as teed sole& upon his, her or its sun ndeperdert haring been deferred, at recognize ordinary apac:nate, by the Fund. nvestesmors. The Underoared is not myth; or the Income that. but fa the 'ant-dime' provisoes. IL REPRESENTATIONS AND COVENANTS Fund, MIA a the Riternell Agent, or any other would have been treated as capital gait and (c) person or entity with respect to the legal, tax and special U.S federal erectile tar reputing requirements The Undmigred makes the foaming other euncinic coreideratore ineted In his, her or and other ruses may app to drect and Indeed reaventabort deciaratons and warranties with the is ireastmero in the Fund. investments on FeKs and CFCs. The Undersigned ream that the same be rebid tor in determining (E) The Undersigned understands at acknowledges represents and warrants that he, the or it is farrier the sutability of the Undesired as an iniestor, with and accept all gobble U.S. tax arrierences to compliance by the Furd with federal and slate that the Underegned must bear the !concert risk of he, her or es inveSttnent n the Fund 10' so long al Itself, and, If the attestor halm-exempt trust, to such securities taws or the tax status of the Fund Sur he, she or it is iwened n the Fund. The Undersigned Investas benefciaries, of a deed a thdien reantniations, declaradons. warranties and is aware of the limited wovisiors for tartderablity investment in a CFC or PFIC under the provisions of agreement that sate the dale of Closing and full The Undersigned has ro current reed for liquicity ih the Code lincutling any vonse taxes the may ape/ d be deemed to be reaffirmed by the Undersigned at the Investor s a private foundation and spade rules hid, he or as nvesurent in the Fund, can afford a each tine that the Undersigned makes an ackitional complete be of his, her or its invearent in the Fund that may be aPpicable to beneficiaries of chaitable Capita Contrbuton to the Furd. The act of making and can afford to hold his, her a its Interest for an remainder trusts), and la the or it Is not relying on any path adrenal Capita Coranbaion shill be indefinite period of time. the Fwd. USSFA. the Placement Agent, a any of *Mena of such reaffematicn. their neepecthe althates. emptoyers or Dithers, for (Filly Undersigned acknowledges that: U.S. tar advice of any kind whatsoever in this a . any (A) The Unttnigred will rot sell or otherwise ranee other regard. The Undersigned acknowledges tint an the interest without registrarn under the Securities (il The gefering and sale of the interest has rot been invesvret in the Fund may he* the effect of At, or an venation therefrom The Undersigned is and wi not be registered under the Act. roguing the Undersigned to file income or other tax acquirer; the meats purchased by the Undersigned and s being made In reface upon U.S. federal and returns in jurisdchons (including non-U.S. mt2t rar,817 imxvvaLstate esenctions for trareereara net invieg a }radicles)In which the Find a an Ineestrant Fund Private and Confidential 15 SDNV_GM_00020474 CONFIDENTIAL EFTA_00131094 EFTA01273301 rit Subscription Agreement (continued) covers property or Conducts as downed to conduct Pans" in alined in section 343; of MCA) that are the Undesired (and the fiduciary executing this business, The Fund's R.15 most key we not be seed to the ncludary mainstay provisions d Stbscriptian Agreement on behalf of the nada* pncr b Apes 15 and. accorongey. Me ERISA, C4 'gars" as defined in Section 4975(eX1) of Urcleagred) reprint, and warrants to the Fund Undersigned will grey need to obtain extensions for the Code) that are suttees to Section <975 d the that: the fing of Mt. her a its own tax num. If the Code (racketing an M a Keogh Pler), and (Ii) Undersigned is an IRA, a qualified retirement plan or entities that would be deemed (under Sc Man Asses (I) it has been info red of and understands the other tesexempt entity, it acknowledges and Rules) to be hair* the assets of such an "erreloyee investment rthatlia and pollees of, and die understands that the Fund and an tenement Fund benefit plan" a 'plan' for purposes of ERISA a investment sbetegieS that may be pursed by, the are permitted to make initharnems that wi generate Section 4975 of the Code). If the Undersigned has Fut: UM To the extent that any such iniesonans represented is the tweeter Apace:ion Form that it is (IJ it Is aware of the risks anociated with an generate USA such USTI would now through to the not and val not be a Benefit flan errestor, and imestment in tie Fund and the fact that the Undesired and the Undesired may be receined to thereafter the Undersigned becomes a Beret It Plan Undersigned will be unable to redeem as merest make payments. educing estimated payment, and tweeter, than, without IiSirq the remedies agent and that the hind rnay marches* Interest at certain file an ixome tax Man for any babe year in which the um:roped la ib bread'. the Undesigned shal times and under avian conditions as sat forth in the it has at. To he at Income tax return. It may te inrredate/y ratify the Fund n *ding as to what Memorandum necessary for an lin. a gunned mimment plan or per Mager Of it Insets constitute 'plan nab - other taxenmpt entity to dean an employer under the Fein Assets Rules Mensaher, the fid it ha given appropriate corsideration to the facts identifr.ation runnier. Since the Fund ad any Undesired snail irentedaley notify the Fund in and orturnstnoes relevant to an IlVeSbrent in the investment Find are not moulted to avoid venire snag upon any change in the perunethe of Its Fund and ha determined that such twee:nem is UB71, taxtharrpt 'nvestors may recognize a sign(ices assets that constitute 'pbn met' under the Plan reasonably designed, a part of to Undersigned's award of UEM as a resift of an nvestmeM mthe Asset Wes. ardor* of inveshnents. to rune the purpose of Fund to, accordngy, re strongly urged 53 consult the Undesired: the own tax adman regarding the adrisabity of an lid) a the Undesired is a Benefit Piro Manor, then investment n the fund. The Undersigned ha had the the Undersigned (and the fidutary (*outing this (id its aarastion of the interests will not result in a opartunity to seek independerr. tax adrce in Sunedain Agreement on beta of the prohitited trisection under ay federal, state a local connedicin wilt making des eweiensent. Nether the Undersigned) reetesera and wrens to the Fund tree that is wbeantiegy simile/ to Section 406 of Fund. tit Fiercernent Agent nor any of that *Hanes that BMA or Section 4975 of the Code for which an amides tax adva r ccnnedicn with this earraion is not notable; has been informed of and inlerstands the imminent The Uncleared advantages that the tenement obectires and paten at and the ed its divestment in the Fund is penessibee under any tax and regulatory sunrneries raided in the investment strategies that may be pursued by, the and at downents, laws, nda, :orations anaor fintsecondum are of an indicate nature *Sy,* not fund, poldes goreming the investment ol its asset; constitute tax a regatacey aches and may a may not be relevant to the Undersigned's personal 0) 5 5 aware d the risks aSS5Ciated with an (N) it Is Independent of the Fund, LSSFA, the circumstances investment in the Fund ad the fact that the Placement Agent. and are d their athletes Underbred vAl be unable to redeem its amens Wig it a rot eetying and has not retied on the Fund. (0) The Undersigned ha such knowledge and and that the Fad may urnpasonly redeem Mee* experierce in financial and business matters that the at oaten tines and wider Obtain orator's a set UBSFA. the Placement Agent or army affiliate of any of Undersigned is capable of evaketing the menu aid forth in the Memorandum; the foregoing for any evaluation a other divestment riNa of the Undersigned's invesement in the Fund and sake in respect of the athisabdity of an investment is able to bear such it, and has obtained, In the (le e artplabe, k Is aware of the prowiera in tie Fund in fight of the Undenred's asset, ash Undersicarces judgment sufficient nfoneration from Section 404 d ERISA relating to fduciary duties. needs, intleraYert pokier or strategy, overall the kr/dabs auderized representatives to evaluate antiwar* the requirement for overefirg the patio* composition a plan for deenrecation of the merit and it of such Investment The nveunientS of a Benefit Plan Hester; abet5 and Underbred has evaluated the rob of inswing in (nil) if UBS Fiduciary That Company a the corporate the Fund, understands then art substantial risks of Mit ha glen earn:orbit Ordiderad011 to the fact loss incidental to the purthase ce an mutest aid tea and drournearces relevant to an Investment In the trustee of the UndeiNgned, the fiduciary ha drecmd Fund and has detente-red that such invesernern b UBS Fetwirry Trust Company to execute this determined that the Maw is a suitable ointment for the Undersigned. reascnably designed, WPM Of the Undersireces SUraiptien Agreemere and that at of the portfolio of inestmeas, to further the pleases of ranseMations and covenants made hereunder by (t the Undeterred is acquiing the Interest to the Undersigned the Undeagred appy sotey to the Malay and the heeerits men accan, for Investment pagan only Undersigned and not to UBS Fiduciary True and not with a yew toward dstritutirg a rat* OS It acquisition of the Interests Is science-exempt Company. the Intefat in whole a in part. 'Prohibited transacting within the meaning of Section 406 of ERMA a Section 4975 of the Cod, (0)The Undersigned understand that (I) The Uraregned understands that incentre Prehthed wider any other snide law to which the Albcattns may aeat n lannive for the mummer undersigned may be subject; (i) If the Find is noway formed, it has a erred financial and operating history; of an twestment Fund, and UBSFA only if eatable a cadosed in the Memorandum, to make 00 es investment In the Rind is perreabe under any and al doorrents, taus. ruin, medlar* endior (ii) No fare or sera agency has passed upon the Imes-teem that we dike or more specurthe than Interests a made any findings a determination as to would be the ease n the an* of an 'octave spices govening the irrestmers of it assets and the farmers a this investment Allocation. soder EFUSA: (iii) it a independent of the Fwd. UBSFA, the (iii) The representatons, warrantes. agreement, CO t ttis kwestment is covered by an agreement urattakings and acknowledgment ma* by the under a UBS advisory program between u8S a-4 the ;Lament Agent. and any of their aft hates; Uncleared no this Subscription Agreement will be Undersisned, the Undersigned acknowledges that If hal) it b net relying ard has not reed cn the Fund. relied tail by the Fund, UBSFA and the Placement the Undersigned chooses to ma such UBS advisory ISSEA. the Placement Agent. any affiliate of any Agent in Mouthing the Undenarects suitatifity as program, the Undersigned may be Carped higew the forego.* fee any evaluate+ a ether knee:nem a thrower of an Interest and the Fund's compliance fees that are applicable to Mesas that are not Kiva n respect of the advisability of an irnestment with federal and state seethes laws, and shati swam subject to an athS• ry contract may be required to n the Fund in fight of the Undersigned's asset, cash the Undersigned's admission as an InleVO1; redeem out of the advisory share class or may be needs, reestment antes or strategy, Gera required to watch into a nonadesory share clan. porno* cerneasititri a plan for riven/ adon (iv) A Pbcement Fee of 2% of die Capital Such actin may result In tax ccrisequaxes and 'sate and Cat daub* wi be charged if the Undesired other penalties, aid the Undersigned SAVA consult Invest through a brcterage moue, subject to hie tax DOM« en sit and axe mews before fix) i UB5 lariat Trust CCIffPanY is the =Pre Walser by the flacement Agent r reread making an nvestrnent in the hod. trustee of the Undersigned. the fiduciary has directed circumstances, and that the Placement Fee a in U85 Fiduciary Trust Company to ezedee this addition to, and vat not reduce, the Undersigned's (10 We Undenigned Understands that by rmessing in Subsaiabn Agrternent and that el of the capita Cant:bud:4 the Fund. the hvestcr will bear his. her or its representations and covenants rack hereunder by propcetonate that of expenses aid fees a an to Undesired apply scab to de fiduCary and the (v) The Placemen Agent's financial ashisces naive invest., in tie Fund and, Intently, similar lees. compassion from the Placement Agent, Inducing Undesired and not to UBS Fiduday Trim expenses and the incentive Allecation 0 any Company. compemaan based sun assets wider management rivestrrem fund. ally where appficable. areVor the Fund's investment perkernarce, and a the Undersigned is an 2emp:opte benefit plan* paten of the Plaretrent fee, it ardable; 0.) Except a cetcbsed in the Horror *akar (as defined in Section 3(3) of EaiSA) that is not subject fan, the Undersigned Is not a 'Benefit Flan to the fiduciary resporabilly rations oil ERISA, a a te) If the Furd is a master-feeder SUUCtuft then the ?mentor' (a such tern is defined in the Man Assets information contained is the Memorandum acne 'plan' las dined n Section 4975(e)(1) of the Code) to tie investment Fund and its sponsor was obtained N11:25781(101;irnVEL tat d rot subject to Section 4975 of the Cale, then bytheFund hem oenain materials finished by the Private and Confidential 16 SDNY_GM_00020475 CONFIDENTIAL EFTA_00131095 EFTA01273302 Subscription Agreement (continued) investment rand and its sponsor. None of Pie ron-U.S tai lass will not be wended a applied in provided to the anew relating to such tax treatment Placement Agent. UBSFA or the Fund participated in such a manner as to deprive On undenigned or tare and tee Wucture. the preparation tnereof, and none of them mar any wafer the tee benefits which he, she a it fright representations regaraw, and each of them exprealy otherwse expect to receive from ha, her er its W. WDEMNIRCATION: POWER Of ATTORNEY; &satins ery ,lablity a marabila to any neF101 remanent in the Fund. GENERAL in the Fed for, such infomeon or any other (A) The Undersigned agrees to namely and hold information relating to the anestment Fund sec forth (T) Notwithstanding any other strewn in this substrata Agreement. he Fund Parties *Aherne hanks: the Fund, tEigrA, eath aficer of the Fund in the Memorandum. The Undersigned is not Deng the Paternal Agent, and each of their affiliates. offered an inter, in an irmstrnent Fund, will not be the Undersigned and the Undersigned's ornpayle. representable's or oche agents, from and Mw the employees and officers and each other Person, if any. an investor in an Invesvrent Fund, ell haw no direct who controls. is controlled by, a a under corrnson interest in an lineament fund. el have no voting carinencerent of arty OSOthiens with any such any. to ado:. to ary end al persons without control with, any of the foregoing, within the rites in an Investment Fund and will have no meaning of Section 15 of the Securities Act, against standing or wane warst an investment Fund. Pats Imitation of any 'rind the tax treatment and tax structure of the fund and any lunation entered into any and all loss, Sablity. cam. damage and expense alines or general partner, investment wises, whatsoever (including ar expanses reasoneby officers, dream employee. partners a members. by the dud and as metenals c4 any kind (including tenors or other tax analyser) relating to nett tax incurred in investigating, Monne or defending NO IfOO510 * -4 rat a sue, Irwestrnent Funds teatmex a tax stnxture that are proaded to the against ary dam whatsoever) arising an of a based sponsor, is nasPorsibe for the formation or operation upon (0 any Wee representation a waramy made by of the Fund; Undersigned. molar as such treatment nib( fl an nines to a US. federal a state income or the Undesired, a breach or fan by the (v4 the Fred, UBSFA and the Paternent Agent ham franchise to strategy provided to the Undersigned by Urdersigned to amply with any covenant a no no& to palmate n the contra management a tne Fund Fates, except foe any 10-4,114621 agree:at made by the Undersigned, it this operations of ary investment Fuld and have no klertnying the Fund Parties, any other nests, a Stentartal Agreemmt or in any other dthunent disaelion over the iwesenents made by ary (except to the extent relevant to such tax strata a furnished by the Undersigned to any of the foregang Imestment Fund; and tax anneal any norovdic commercial or financial in connection with this transaction or the inataracy Morrnation. of any informatics) provided by the meta, whether (viii Fa SO brag as he. she or it a Messed in the in this knesta Apples/Ian lam a Gehenna. a (N Fund, and tress otherwise waved by UBSFA, the M The Underared agrees that, at its discretion. the any actor fa securities Lew violaters instituted by Undetected must maintain a brokerage moan veth Fund a UBSFA may (directly a through a service the Undersigned wild, finally resolved by lodgment an effete of Ulan designeeed by USW. provided provide to the an:tanned to the not to have resulted from the 91055 negigence or Undersigned's des:reed agents) staternentS. Mat wilful misconduct of any of the foregoing persons (p) The Undersigned hes all require poorer. authority and one: conmunkations relate to the Fund and caterity to acquit and hold the merest end to andror Vie Undersigned's investment in the Find in ON The Unciesigned hereby appoints UBSFA as his, execute, claw and compy with the terms of each of elecooric am such as anal antra peewee her or in true and lawful represmtadve awl attorney, the Instruments required to be executed and dithered protected account sieving on the Furors web ate. in in-fact, in his, her a its rat, place and stead to by the Unclean/0 in connection ea the leu of a In edition to sending such otennuncators make. execute, sign, acknowledge, weer to and he: Undersigned's subsaiption for the :merest inducing as had ape We teatime& Please note that e-tha. this Sutanipan Aereement. and such execution, (I) Any certificate, business erten% 'ethos name messages re not wan and may contain compner certificate. a arrendnent thereto, a other deanery and compliance does not walla with, or alas or other defects, may not be Kant* constitute a default adee, arty instruments goveming insburrem or document of any kind neccoary at replicated cn other systems, a may be in cepted. desirable to accomplish the business. Pence and the Undersigned, arty law, regulation a order. a arty deleted a Medved with Snout the knowledge of agreerrero to which the undersigned is a party or by niacin of tie fund, cr required by any applicable the sender or the intended reagent the kind aro federal, state, local o' foreign law Midi the Undersigned may be bound. E the UBSFA mate no warranties in relation to these Jndersiged s an entity, the person executirg and matters. Please rote that the Fund and Weak/ (II) the rued Agreement on behalf of the Undersigned dehering each of suds femme= on behalf of the resent the right to intercept, Maitre and retain e- and any anendment dug approved a traded Uneersithied has all requisite power, authority and mail messages to and from their systems a aerated therein, and capacity to emcee and definer such imamens arid, by applicable law. 1 the Undersigned has any debts opal request by the Red or UBSFA, vii turrish to tout tie authmteity of an ernal paportedly sera (ill) Any and all instruments, certificates and other the Fund a true aid correct copy d arty formation by the turd or UBSFA (Mealy a though a service document which may be deemed necessary a documents of the undersigwo, inckding all provided the taloa, ed is required to co tact the degrade to effect the winding-up and termilledal of alattarten3 thereto. Purported weer airrelinely. the Ana This power of aborrey is irrevocable. Is coupled with an nutrest sufficient in law to appal (Q) All nkrmarien that die Undersigned ha proved (V) the urdersigred s rot now and will not be an item:able power of attorney and is darned to be to the Fend UBSFA ce the Statement Agent (0 clashed es a panne* a an entity dingeded 10 secure a proprietary Merest of the donee of conceiving the Undersigned, the Underage:Ps from its beneficial owner for federal nceme to the power or performance of an Obligation owed to status. financial position, ktontedge and experience purposes, 00 a 'grantor trust; ary portion el each the donee, and sN1sures and shall not be affected of fanancia tax rod busies melte, a, h the case a treated as owed by the granted') a other by the stbsequern death, disability, incanpetexy, of an Undersigned that a an entity, the Ithardedge Wang., urdet Sectims 671479 of the Code. a termination, bankruptcy. iraolvency or dessoluan ai and experience of financial, tax and tudiness matters (1) an 'S coma-Aka' within the meanie of Section the Undersigned; prodded, however, that this power of lit person melting the niestment declaim on !3611a) of the Co* a, it the Undersgned is such an Of attorney veil *ranee tpon the subethrecn of behalf of such why, is cotton and template a of nave of it. Undersigned's (direct a another Mecca for ala of VW brharAtTen • then the date set forth heron. watt) borefanal owners will here on the date of Wobbliest In the Fund or upon the withdrawal of the (R) To *awe commence with mthdreerients the Undersigned's ediriseion a thereafter Undetsigned. imposed by the U.S. Treasury Department in sutstantialy all of the sae of near area a inorrea interest in the Undersigned abributatie to the The Undersigned hereby wavers any and at defenses Cbadar 230, the Undersigned is hereby Informed eV& may be awiabe to contest, regale **disaffirm that and acknowledges that: undersigvarts berm in the Fund and (b) siefaction the actions of UBSFA taken 'n good fat under such a the 1001terther irritation described en Treasure Meer of attorney. (I) any tax advice contained herein in the regations g1.7704-101)(1)00 s not a Adrenal investor Application Fonn or in the prate of the use of tris treed arungerrem (C) If any proem of the Subscription Ageement Is Ifieetorandum Is not intended a written to be Maid a unenforceable under any eptuneve used, and cannot be used. fee the purpose of (W) Except as otherwise permitted by UBSFA In ventng, the Undertone agrees to keep confidential then such Provision that be deemed inoperative to avoiding penalties raider the Code; the extent that it may conflict therewith and shall be and not reproduce, disclose or distant, any deemed modeed to conform to such applicable law. 00 the advice Is written to support the irfarnaton rebtng to the Fund, n WV* Or in part Any provision hereof which may be held invalid or pecenotion or marketing of the transactions a Ina:ling 'Whoat trnitaticn itiormabon diseased to leveler by s financia Attar a (0) use ay such unenforceable under ary appkab'e law shell not matters addressed In the memorandum: and elect the earthy a enforceability of ay other information for .3 own purposes a is am account Oil) each investor and potential Investo. in the except in connection wth tf investment in the Fund provisions hereof, and to this extent, the PrabOto Fund should 54140g advice based on his, her or its and except/settee/des required by any ngiAat hereof shall be seeable particular circumstances from an independent authority. law a regulation, or by age protest (D) The Undersigned has reviewed the registration tax advisor. fabsithstanding the foregoing or anything else in the nicarements of the Commodity Exchange Act. the Subscription Agreement to the contrary, the Investor CFTC and the Natonal Futures ASSOCiatial appicabk (S} The Undersigned undentarab that the to (and each employee, reoresentatra or other agent of orequerees of an &vestment in tie Fund depend the Investor may dadose to sty end all to conenotty pool operators and ciornmodty tudng persons. 'damn and has determined that the Undersigned a without araution of any kind, the federal income tax n compliance with nth requiernents in respect of its Undersigned The Undersigned further uniersords onomin and lox ware of co cis Nod and 00 that there ow be no asstrarce that the Ccde or the or its noucti,„„ ro rutoi a dmy kin eves d purchase of the Interest hereunder and all other relevant activias. Nittztpteli t mAxwej e kcluding Opini:C6 or Other tax inane%) that are Private and Confidential 17 SDNY_GM_00020476 CONFIDENTIAL EFTA_00131096 EFTA01273303 -.3 Subscription Agreement (continued) IV. TRUSTEE, AGENT. REPRESENTATIVE OR limited than and different from court Furthermore, the Investment Fund may amend its NOMINEE proceedings. The arbitrators award Is not Private Platen Memorandum. however, subject to if the Indented is acting as trustee, agent. required to include factual findings or Impel tromplence by the Rod with apoicalle law neither reasoning. and a Partys right to appellee to the Fund nor USSFA shall hare any otfigetion to representative a nominee for, a will en* Into a seek modification of rulings by arbitrators is update the Memorandum. Swap with a Third Part. the Undersigned wit reify the Fund mat he. she or Nis acting in such calnotY strictly limited. A panel of arbitrators wit M Investment Find and its States do rot endorse and the Indented undestands and acknonedges typically Include a minority of arbitrators who and mete no mornmendatios of the Fund and that the fermentations, warra reties and agreement were or are affiliated with the securities make no representation regarding, and expand/ made herein are made by the Undersigned (A) with industry. Coot:pretties shall be determined by dsdarn any Wont or resonant:fit to any redeem respect to the Undersigenf and al) with respect to the arbitration before, and only before, an of the Marmeandum or try informal= set forth Tied Party. The Uncierkned tether represent and arbitration panel convened by the NYSE and herein No twestment Fund it reparable for de warren that (i) he, sheet he all requisite power FINRA. The Parties may also select any other fcrmieen a operation the Find. The past and authority from said Mid Patty to atom and national senates exchange's arbitration forum Pen:mar= of an Irrnestrrent Fund or the Fund isnot perform the oargelion under this Subscripts, upon which UtSFA Is legally required to Makatea of Saturn results the eviestment Fund or Agreement and fa) with respect to a Third Party arbitrate the controversy. Such arbitration shall of to Fund and there can be no guarantee den !NW veering into a Swap: (a) theIled Party is authorized be governed by the rules of the organization any twesanent Ftrd or the Fund will achieve under its constituent documents and applicable law to convening the penal. Judgment on any award of comparable result. Thee an be no assurance that emir into the Swap and motel also be so authorized any such arbitration may be entered in the an Imestmert Fund or the Fund wi be able to to invest drectly In the Fund, (b) the Third Party has Supreme Court of the State of New York or in implemere it investment strategy o' achew its received and renewed a copy of the Memoranda)) any other court having jurisdiction of the Peaty awestmers chicanes and the Fund Agreement; (c) the Third Pity or Parties against whom such sward is rendered. *NEW ISSUES'. EXEMPTIONS (Not applicable to acknoMmiges that the Fund and its aftliaws are not Each Party agrees that the deterrninadon of the Individual retirement accounts, inarklual or responsible kr the legaity. suharlt a lax arbitrators shall be binding and conclusive upon come pences of the Swap ad that the Undersigned joint account, UGMA a UTMA accounts that are them. No Party shall bring a putative or certified treated es natural persons for this purpose) is not an agent of the Fund; and (d) the Third Party is dass action to arbitration. nor seek to enforce an .eklba oanuaol CurtiGnant• under the CFTC any Pre-dispute arbitration agreement epeinst 1. ta) The Benefical ntesest of rev:iced persons tees, an •accrecited investor' under Require:on D any Party who has initiated in court a putative des rat exited an the aggregate 10% of the and a 'qualified purchaser' as defined under Steen dass action; or who Is a member of a putative UndenIgned a If the Benencial retest of at Nat5t) of the mwstment Conley Act The dass who has not opted out of the class with molded pastors n the Undersigned exceeds in the Urdersigred agrees to rulemnify the Fund, UBSSA. respect to any claims eacoapassed by the aggregate 10% the sler)igrgcl but the the Placerrent Agent, and each of their alnates, and putative class action sinless and until: (A) the Wars:gad has instemented anatelueS to reduce their officers and astern for any and all owes, dass certification Is detect or (B) the dais is the lionencel Interest of ail resulted petals with lataitiet damn damages, cost, fees and am/rem decertified; or (C) the Party is excluded from the respect to new issues in he magnate below 10%. Inclucfng legal lees and disbursement) arising in dais by the court. The forbearance to enforce an CO) The Beneficial Interest of 5131 Covered connection with. resting to a Notre from the agreement to arbitrate shall not constitute a Persons does not exceed the aggregate 25%d the Urdenignedn eery Into the Swap frcludew such waiver of any ngMs under this Subscripdoe Undersigned a Beneficial Interest of ei 5131 losses, estates, dams, damages, costs, fees and Agreement except to the extant stated herein Covered Persons the Undesired eiceeeds the expenses arising an with,relating to a 25% c/ the Undersgned but the resultna from the Undenigners or the Thad Pants W. MISCELLANEOUS Undersigned has ineremented procedures to reduce misapasentation or mestaterrat comened here.. Ue fiewittal rarest of ail 5131 Covent Permed Al 'Memnon in re Substripan Agar's'sN be a the UnzierSigredn lack of primer atrncreation mated conedentiray by the fond, UBSSA end Ow with respect to new issues in fm aggregate below from the Third Part to enter alto this SubSCPp1011 25%. Placement Agent. Itwever. the Fund. MGM a the Agreenwnt or perform the obligators herthander. Henn Agent may present this Sutra/don 2. An rent carporry registered under the Wain; herein constitutes an Keener* or Investram CertanY Pereerrent and the ireorrnaten prattled herein to 3. A common trust turd that has intestment from statement by the Fund or Placement Agent to et such panes as deemed addable if Cancelled upon to irrester's envy ins the Swap, as to the legality of a ICOO a more amount and does not aril Interest n Sap ate witablay of a swap for the Undersigned estabiish that the offer and sale of the Interest is the fund printrally to dust accents of restricted Derma from registration tinder applicable Ian or (fa a the Thad Pry the information is remeed to be disclosed by the Perin 4. An Murata company general. separate or V. ADDITIONAL INFORMATION AND Fund by law a resulaten or is rethare to an au* in Mestmere accent podded that (a) the WOOS.' Is SUBSEQUENT CHANGES IN THE FOREGOING wry anon. WA a proceeding to wadi de Fund, funded by preniurnsIna 1000 or more pokyholders REPRESENTATIONS U3SFA„ the Pitament Agent or thee Willem is a or, Magenta, account the insane company has party a by welch they are a may be bound. In The hind may request from the Urterscried stich addition. the Fund may share information detained 1000 or more poky holders and (b) the Methane etkitionel information as it may deem necessary to atom wth its attires for busmen purposes, such as conpany does not lint the Foie/totem stag manse tto efigibity of the Undersi;red to et re et facilitate the sereciw of meccas The fund may premiums are used to fund the account print:rain to an merest and may mutt from time to are snack share the reformation described abort for business reeked persons. or if a general account the Infemation as It may dean Mastery to determine purpose will a non-affiliated Rini Para if the entity insurance convoy does not knit its perky:elders ;heeled:leyof the Undersigned to bad an Interest of b under contact to perform transathon processing, principally to estreted press. to enable 1.18SFA to detente the Fund's compliance sinking or manuring IrrieStOr secants on beef S. A Mont waded entity (other then a brokendeder with septa* regulatory requirements or is tax ci the Fund Thls Stbeniption Agreement may be or an affiliate of a token-dealt, where such broke-- status, and the Ur desistE agrees to provide sixh aecuted three* the use of separate striature pages dealer is wthorized to engage n the pubic often.; inktematien as my reamnably be requested of new issue either nesting gain mater a a in any ruder of counterparts each correarpan urderwrker) that is listed on a national securities The Underegred agrees to noNy the Fund prat* than fa al purposes. content ow 'tenement adage. as traded on the NASDAQ National Market, should there be any change in any of the foregone binding on all the Partin notvettrancfng that al ▪ it a foreign Muer vitae sonalies meet de information. Parties do not esecute tne sane counterpart. quaint:atm amennation criteria for lifting on a Vt. GOVERNING LAW AND DISPUTE RESOLUTION Memoranda was denied by WS% kom the Private national securities exchange or the NASDAQ (alone Pacemere Memorandum of an bireSInfent Fund and Market This Investor Application shall be governed by. provided for inlormatcni purposes oat Neither 6. An investmmt company organized under the twos and construed In accordance with, the laws of U8SFA rot' it affiliates parkinned in the preparation • a foreign Madder provided that the iwestmem the State of New York. The Parties hereby agree a the Private Pacement Mernorandirn of the company slated on a foreign eaChange a auterieed that the Parties shell submit all controversies rivesenent fund ra haw they Independently verified for sale to the public by a foreign regulatory authority arising among them in connection with the Fond the contents thereof. and they make no and that no person owning S percent or recce of the or its businesses or concerning any transaction, represertations a women (eapres or menet Investment a:litany is a restricted person. dispute a the constructkm performance or reaming, a otherwise hive a accept any Art ERISA benefit plan that Oafit., under broach of this or any other agreement. whether mpenshaity fa. the accuracy or eandeteness of the Section 401(a) the Code, prodded that such plan if entered into prior to, on or subsequent to the contents of the Private necernem Memorandum of not 'eery by a broker dealer. date hereof to arbitration In accordance with the the kwestrrent Fund rix for any other sUtemere 8. A state a ntnclpal government benefit plan that provisions set forth below and understand that node a purperted to be made by the imamate a subject to mate art municipal reguaticn. arbitration is final and binding on the Parties. Fund or on it bend,. tante and rts affiliates 9. A tarn dentate organisation under Except with respect to seeldng injunctive relief. accoreirgly Xdaim all or any lathy whether arsine Section S0l(cX3) of the Code. the Parties are waiving their rights to seek at tog cr contract that they right otherwise hare in IQ A Chtrch plan Leder Section 414(e) of the Code. remedies In (own including the right to ley respect of the Private Pager ternoranta of the &mam 3 Investment fund a any such reflect. and bear no Vitstsing1— — l irittrAltiVtLiiesperslitity to update ary curl sqcnnadors Ethane and Confidential 18 SONY _GM_000204 77 CONFIDENTIAL EF1'A_00B1097 EFTA01273304 Schedule 2 Defined Terms Used Herein An wiry teat a emceed ban the deflation d WO) er ac)(7) company 'irriestmeol company' sonde the twestrant Company Fisendal Mame Wanda' advent to the Urdenigned Act panuant to Saban Ter X4(7) Unroof I h6 tourer Application lam. included the Agreement, Sasso-mien Agreement and the fonts Amended and PIMA Tha Fnarcial tasty Regulatory Authorial. Inc Restated Limited Whitey Company Apemen Any economk interest, math as the Ogee to share gains and Sasses This does nld rathele re receipt o' a The Falb Amended and Restated Linked Liabity Beneficial Interest management a pidonnarce lee fa operating a Paid Agreement Company Advertent as the same may be arrested Coronado Investrnmt Mort a other fan fa acing from dm* to at in a ficaackey capacity. Cu and CAT Statement Cant Account Information fund Partits 1135FA and its etIOSOIS, fl ees. alien. clteetal, MI:ken and Porapsit Mw state or poliatal abdision of a state. irate:Mg any opener. authoelty.ce nsuumentalty of re state a Nadal vabalacts a pool of assets sponsored a A cao tal antribubon in the Find Turas/cc estabished by the stale Ce domedSubdivacon a WY agent', authatty or Instrumentalcy tread, nclutng, Captrel Contribution Government Entity tot not finked to a 'dented benefit plan* a derma amain; in sawn 41A) a the Coda t16 US C. 4143. or a gate general Imo, A pm Or program of a garment tatty, and ofiren. :swum, wrofeettes pkal subarea:in a any agency, authority a .. of the gate a Ste ienere.atitr thereof, ring in he cabal capothy cPC A rineolcd foreign cceporai n. as deft ed in Sector fainter The pane Who enabishn the bust and wattles10 957 of the Cat such hut An ithaidaall parent motter-iretate or Tather-iblaw, ;mined, ate ramify spade, bother a skew. tirother-n-trre a siodelse, arc The commode, fauns Sarno Canned:on son-Wow a Claughtte4n4kw and dalten rot any Mem bet ore tenon to within the kvfncliial provides material Pact Each date ups vA•ch LIBSEA accept; Few or fronted morram-basecl aapereatkan pad web reset 40 ifse closing Ince/inv. Allocation% Field tones tote anent dsdased in re therramckal Capital CattribUlialf a en lineament Fund, as applicable Cod* The Inertial Reitriut Code of 1996. as mead Inns rest M Sven in thefund My hedge fund. irwestrin partransho, marten corpontion or any of ere octane fl eas:ant whale that is engaged Cana* in the puirhice andte sale of secudbes A coliearre imminent accuse dos rM Collative leviestmant include a family Infest:yea velecn(i.t, a legal entity Account that is beneficiety awed 100 byname:fete Iambi Investment Adviser; Act freest/ wen Adenas Act of 1910, as arneritd members) or an BrieStMent alb fie, a gray of trends. reapboaa business associates, a others that pool gob wormy to knelt n stock or other Ia and ant coiedively respectable for mating nvistrant declared. Control Securities Sepias% of 104IBIS conlIOOd by the tenancy Investment Company Mt InseSteent Company Act of 1940, as amended indoSes. without bwhatkw. aceng as an andensaa. participating in a wing gat inn afemg for the ewer or cithevene pang n hallways d a pubic alining of the twee; acting of a Ararat Maw C a A Prober a dealer. other than a Lemke Banes, Investment Banking merger, acrisition a other wrpaate nerprizanon. Covered Croke, °catty BrekeriDealw Services providng serenearc* Par Ives °, cede- pirate imeninere, park nasty uartactons (Pict) a sinew ii,estheres«otherwise acting in furtherance of a wan Wing d the wa r. or saving as pacement agent for the awn My Tamped (aft than a Pubic Comparputhidng any of the following the ataxia: Of Coro d E'en SI maim in the la; ftscal armor in bra <lithe Int Covered bonrubfic throe fecal yens and Parehoklers' may of al least An urragnteted imvsmen 'Ain In which the kid Company SIS radon; of CI) thanholiferF 0014 of alma S30 investment Fund may invest. Knee n a fund of fords ed meteefeeder sPicee milicth &Ida Two Year Oparating May a(3)tout Slats and total revenue of at least S75 mien n the taint decal yard n woof the bat thwe deal wars FlitSA The Employee Retirement Waste Security Aid 1974, as amended, and the nen and reculaniam theeturdes Mania An 'eth. c the Fund ML281817-MAXVVELL Private and Confidendal 19 SDNY_GM_00026478 CONFIDENTIAL EFTA_00131098 EFTA01273305 Schedule 2 (continued) Investor Application and the application for an merest n the Smcl «luck% in A furd earnpt hem reMseation pinoan to Sectian Investor Application form thi Booklet Pnvate rand 3(40/Or X.0(7) of the Investment Company AR AT, =tiny that 4 merino under Seaon 12 d te IRA Inekrickce1retirement accoutt Public Company Secured« Gering* Ad or Ille gene« mean pumunt to Sock° 15(d) dwreof Arg broker's*: wham eullicontion to nag* n Limited %Sinus Broket. the secedes tuOneys a lark% tody 1a Ite padese Dealer an4 sele CI investment ccespanyAmnata contracts Regulation D Regulation D snake the Securities Act vase« ant erect participlOon (4044" ~no Weedy or Indiana p0Vidn3 n'ON than ?S% Oi a Detail niece-min the pia C./1 rd" NV An Material Support deeMod to ~de nwitti s4aPet to an Securities Act SecurCtS Act rd 1933. as amended kniteciateateriy Member len% In the lame houeelnkt %SEA a 'Quelled ~omen' or me members& mamba. Designee the Ford acting by • mangey h interim, in each ute Securities /zebrine° Act Seams Ca:dungy Ad of 1934, as amended as set tech 9* Fund Agreement Confident:el ^Meg Wartaat" c4 tit surd. as NI Memorandum sne may be upend supplemereed or madded freer Settler Tee penn who estahrshes the Mgt aid weebutes tnt Infirm assets to oath trina NYSE ne New York Stook Esthete. Inc Snell Bonne« Snell Norms Inesymnt Act 04 1958 Investment Act Parties The Unatrignrd, %SST& Be likteMett Agent and tro Subscription Agreement Tie stbscreSion ~re <entente Neon Fad Ths ~peon bootalesNch 'dudes Um inmost Payment Penn it Sp% knes for an Attest Subsaiption Booklet Applicant.. Tarn and the Subscridion Agreement and al exhibits nailed Matto Passim bein investment COmParty, at de(ned n A AYAP. ~el nota Or other derkative ~anent MK Swap the return from teeth is based In where cc n pan on Sedida 1297dt eCØ the ream ot to Fund Mourne% Agent UK Fared Senecos Inc third Party A third Dail UK Fund Acker. (it. or an intuit. Mentor, in es Merement Agents GØ al investment adviser to the Fund or as rinennel A<iker Finarmil 44vicce anplcood by tne Placement ~I INGFA =neutrino< ID the Reef. n docketed n tnt krentorantkin A lee diarged by the ikeernert Agent or 2%d the Gapho. Ctenniarlips il ccertocton with an investment meremad sminms unable income. n delaaf a 3-4 Pliamtnent Pee In the Fund. SLtseC. to warier by the Patenient Agent sen it Finked tins aunt« me Meternese Rio Worn rein the mewling otSeutons 511 to 514 of kw Coot charged h is add n »WS CapitaiContrbion Tro pian resets roods*" in Iced, by me Gopertment Plan Assets Rut« of tatce in !hell S. Coded Federal Regi:n in 29 Undersigned The penorn) tiring this ~km App-catcn lam CJ.R. S 2510.3.101, as anmeld. togetht with 3449013W) deter% A duct *temsfedial owlet' of a Sectica 3030) or PeepApell BO Wady X0(2)Ccerpary that hea held an interest in the Urderigned on or before Adma 30.19k6 02012 UBS Arundel Services Inc All Rights IteServed. Merrber 51K 11010G-26984201 ubs corn/financieservicesine UBS Financial Services Inc. is a subsidiary ot UBS AG. k e2V1[W7-MAXWELL Private and Confidential 20 SD NY_GM_00020479 CONFIDENTIAL EFTA_00131099 EFTA01273306 rrm W-9 Min iwrwrao>e Request for Taxpayer Gnee Fonn to the ~ster. Do not ~art« nr nisa Identification Number and CertlficatIon ~d to the 1111;„ net~ faer.• Sona •41~ i lieS• M 'Ne KOS 1•• ~ni New e ess: rns not ar.• mr , ne tun, GlOseoino ~trell 2 Issa nwerarearato ertet an• .oenere as an Pa+ ~OSS be. air ~ml neletakte inn W•ri nagla bia sa ens . • tsolk" aep r 0 a parluelin faseliS Or n ~eiks 3 starecracs Orr~te ~flas unn na ~rana ; ~roene ir •••• Ill• ci -røret •ae••• ornés. La Ve ta eleenaa capan ~mr , Prereermit Sna Ola»otta tilanie trimpor ber Fela ~~. mor Fm a oneranwerr • direined. e ret ne en 1,4 as9W• S es ta ene et. elesSICS" 01lot linfleSte St ant en e aua ane f. 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