EFTA00236323.pdf

• • • B.A 4,M • HAL YASNv ASSET MANAGFNAFNT Atlas Enhanced Fund, L.P. Investor Application Form Investor(s) Please: • Complete the Investor Application Form and 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. Be sure to complete all sections of the Investor Application Form Financial Advisors/Branch Managers • 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. • Effective July 1, 2014, FATCA compliant W-9s and W-8BENs are required for clients to execute new investments in all Alternative Investments. Please refer to the enclosed Tax Forms and related submission instructions. • All Investor Applications must be submitted on FIA to UBS Alternative Investments US no later than 6 full business days prior to month's end. Private and Confidential 1 CONFIDENTIAL UBSTERRAMAR00000624 EFTA00236323  Instructions for Completing Investor Application Prospective investors in the Atlas Enhanced Fund, L.P. (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 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 Contribution Amount: • Indicate the Capital Contribution applied for (which may be accepted in whole or in part by the Fund). • Provide your Account Number. • Funds must be drawn on an account that corresponds exactly to the name of Undersigned. The Fund 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 BEFORE 5 P.M. NEW YORK TIME 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 S5 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 the Fund and/or Manager. EF236556 Private and Confidential 2 CONFIDENTIAL UBSTERRAMAR00000625 EFTA00236324  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. 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). .I. 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. EF236556 Private and Confidential 3 CONFIDENTIAL UBSTERRAMAR00000626 EFTA00236325  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 QUALIFIED 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 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, rf investing jointly) owns not ACCREDITED INVESTOR STATUS less than S5 million in investments.• • 1986, as amended (the - Code"), not 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 S5 The Undersigned, either individually or Foundations, "Family Endowments, million; or together with the Undersigned's spouse, has 'Family' Partnerships, "Family' Trusts or a net worth• in excess of S1 million. (b) Each shareholder, partner, or other other 'Family' Entities equity owner of the Undersigned, as the II. Trusts case might be, is an accredited investor; or (a) The Undersigned was not formed for the specific purpose of investing in the (a) The trust has () total assets in excess of (c) The Undersigned is a 'bank' as Fund, S5 million, (ii) it was not formed for the defined in Section 3(a)(2) of the Securities specific purpose of investing in the Fund, Act or a 'savings and loan association' or (b) The Undersigned owns not less than S5 and (IX) its investment in the Fund is effected other institution referred to in Section million in investments;• • and 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 spouses (including former spouses), or (B) Fund; or (d) The Undersigned is a "broker or dealer" registered pursuant to Section 15 of direct lineal descendants by birth or (b) Each Grantor of the trust has the the Securities Exchange Act; or adoption. (i) spouses of such persons, power to revoke the trust and regain title to (iii) the estates of such persons or the trust assets, and each grantor is an (e) The undersigned is an 'insurance (iv) foundations, charitable organizations or accredited investor; or company as defined in Section 2(aX13) of trusts established by or for the benefit of the Securities Act; or such persons. (c) The trustee of the trust is a 'bank' as defined in Section 3(aX2) of the Securities (f) The Undersigned is an 'investment VII. Trusts (Other than Trusts that Act or a savings and loan association or company' registered under the Investment qualify under VI or VIII hereof) other institution referred to in Section Company Act; or (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 III. Retirement Flans investment company' licensed by the U.S. Fund; and Small Business Administration under Section (a) The plan has total assets in excess of S5 (301)(c) or (d) of the Small Business (b) The trustee or other authorized person million; or investment Act; or making decisions with respect to the trust, and each Settler 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(a)(48) of the Investment Company (c) The plan is participant directed, with VIII. Other Entities 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 Ad. the specific purpose of investing in the (4) 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 (b) The Undersigned is an entity, acting for Section 3(21) of ERISA Mat is a bank, insurance company, registered investment at fair market value minus total liabilities. its own account or for the accounts of other adviser or savings and loan association. To calculate net worth: (i) exclude the fair qualified purchasers, which in the aggregate market value of your primary residence; (ii) owns and invests on a discretionary basis, count as a liability any indebtedness secured not less than 125 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. EF236556 Private and Confidential 4 CONFIDENTIAL UBSTERRAMAR00000627 EFTA00236326  Schedule 1 (continued) QUALIFIED PURCHASER STATUS (cont'd) 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 VI-VIII Control Securities is itself a registered or Is any direct or indirect beneficial owner of private investment company or is exempted the Undersigned itself a Section 3(01) or from the definition of investment company The Undersigned is a qualified purchaser 3(c)(7) Company that controls, is controlled because each beneficial owner of the by Rule 3a-6 or Rule 3a-7 under the by, or is under common control with the Investment Company Act, (B) the Control Investors 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 Note: relationship with a beneficial owner that is 15(d) of the Securities Exchange Act, (C) the itself a Section 3(0(1) 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 Regulation S under purchasers. owner. the Securities Act or (D) the issuer of the X. All Investors that are Entities Notes for Qualified Purchaser Status: Control Securities is a private company with shareholders' equity not less than $50 (a) The Undersigned is not a 3(cX1) or • • The term ' million determined in accordance with investments' means any or XcX7) Company; or all (1) securities (as defined in 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(0(1) 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 commocities held for investment purposes; Interests). (c) The undersigned is a Section 3(0(1) or (4) Swaps and other similar financial 3(c)(7) Company and has obtained consent NOTE: In determining whether the $5 to its treatment as a qualified purchaser contracts entered into for investment purpose; (5) real estate held for investment million a S25 million thresholds are met, from all of its Pre-April 30 Holders. investments can be valued at cost or fair purposes; and (6) cash and cash equivalents held for investment purposes. market value as of a recent date. If Xl. Investors that checked VI or VII may investments have been acquired with check XI instead of X indebtedness, the amount of the The Undersigned has obtained consent to its indebtedness must be deducted in treatment as a qualified purchaser from all determining whether the threshold has been of its trustees, directors a general partners met EF236556 Private and Confidential 5 CONFIDENTIAL UBSTERFtAMAR00000628 EFTA00236327  Investor Application Form A. Capital Contribution Applied for: S Note: Your account will be debited for your Capital Contribution plus the Placement Fee of 2% (which may be waived in limited circumstances). A Placement Fee 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 I: (Funds currently aya1able ) B. Investor Information: SSN(Tax ID: i & 1 s Li 6) 6 5 Stale/Country. 141 Master Rervioncei Pimples Piece of Phone: 2. 3S 33 Busman) Fax: 111123121EIECIEDIEIO Date of Birth: occupauon, roenctec 1 PreCden-t- The Terramar Pnylect Citizenship: LISel c Nationality: UNA- mr. Mrs. Ms Or. Miss. Over enema MIERIBLUEICICIIIIM AEILENOEMIUMIIIMIIIIIIIIIMMIIM Name (Pot name nose name or initial. last name) Caw rums known by eskesesy Investor MCIAM IZIMEINO o nonmEmorao rimummannumm E-maa IS A A Winn C. Accredited Investor Representation C heck only one box By executing this Investor Application, the Undersigned certifies that he, she. or it (as applicable) (i) has read and understands the instructions to this Investor Application including. but not limited to, the instructions to calculate the net worth for accredited investors; and (ii) is a 'accredited investor' under Regulation D (generally, net worth in excess of SI million for individuals (together with spouse) or total assets in excess of SS million for entities) and has calculated net worth as required by the instructions 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 Mclividuab1RArloint Tenant (with Rights of Survivorship), check here. If Investor is a Revocable Trust, check here: O 00a or O 00b or O (Ilk If Investor is an Irrevocable Trust. check here. O (iQa or O (0)c If Investor is a Participant -Directed Retirement Plan, check here O (Mc If Investor is Other Retirement Plan. check here. O (III)a or O (ebb or O (Mid If Investor is a Corporation. Partnership. limited liability Company and Other Entity, • fIV)a cc O (Nib or O (IY)c or O OM or O 01Oe or O (MI or O (Mg or O (IVA check here' Private and Confidential 6 CONFIDENTIAL UBSTERRAMAR00000629 EFTA00236328  Investor Application Form (continued) D. Qualified Purchaser Representation: The Undersigned is a 'qualified purchaser under the Investment Company AU (generally, ins:residuals, beneficiaries of IRA/participant-directed plans, and family/trust entities must own at least $5 maion or more in qualified investments and entities must own and invest at least 525 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, including the requirement ((Or trusts other than trusts relying on certifications in VI and VW) that both the trustee (or other authorized person making decisions with respect to the trust) and each Seaton or other person who has contributed assets to the trust must own at least S5 million in qualified 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 Plan, check here. sap If Investor is a "Family' Corporation, 'Family' Foundation, 'Family' Endowment, O (M)& b and c AND 0 00a or 0 (X)b• or O OW or 0 DE) "Family' Partnerships, 'Family' Trusts or Other • Famihr Entities, check here. If Investor is a Trust (other than a Trust that qualifies under w or O (Vlea and b AND 0 (C)a or 0 (X)b• or 0 (X)c• or 0 (XI) VIII), check here' If Investor is another type of O (/II)a and b AND 0 ()Oa or 0 (X)b• or 0 000 or 0 (XI) Entity, check here. If Investor is an Entity that does not qualify under WWI check O 0)0 AND 0 00a or 0 (X)b• or 0 (X)c• or O (X0 here *Investors that checked X(b) 'If you chocked 00b or (X)c abaft. or X(c) must also respond CHECK YES OR NO BELOW YES or NO to item XV 0 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 farming categories. (1) an "employee benefit plan" (as defined in Section 3(3) of ERISA) that is subject to ERMA, (2) a 'plan" (as defined in Section 4975(eX1) 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 include, 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. 0 YES or 12I/ 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 penal 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 (w) an •affikate' of a person or entity described in clause (i) or (le 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, including by reason of having the power to exercise a controlling influence over the management or policies of the person or entity. Check one 0 YES or '40 EF236556 Private and Confidential 7 CONFIDENTIAL UBSTERFtAMAR00000630 EFTA00236329  Investor Application Form (continued) G. Certification Regarding Initial Public Equity Offerings: Rule 5130 "Restricted Persons" A-L.:: The Fund may elect got to invest in new issues even if your individual account is eligible for such transactions • • Please initial the appropriate statement. The Undersrgned has initialed those statements below which apply to it or, if the Undersigned is a corporation, partnership, trust or other entity, which apply to any person having a Beneficial Interest in the Undersigned The Investor is any of the following: (a) A FINRA member firm or other broker dealer (b) An officer, director, general partner, associated person o' employee of a FINRA member firm or other Covered Broker Dealer. (C) An agent of a Coveted Broker Dealer if the agent is engaged in the investment banking or securities business. (d) An Immediate Family Member of a person specified in (b) or (c) above, (e) A finder or other person acting in a fiduciary capacity to a Covered Broker Dealer, including attorneys, accountants and financial consultantS, (I) A person whO has the authority to buy or sell securities for a bank, savings and loan institution, insurance company, investment company, investment adviser or Collective Investment Account, (g) An Immediate family Member of a person specified in (e) or (0 above who receives from or provides to such person Material Support; (h) A person listed required to be listed) in Schedule A or Schedule C to Form BD as owning 10% or more of a Covered Dealer; Broker (i) A person listed (or reclined to be listed) in Schedule B or Schedule C of Form BD whose ownership interest is in a person listed in (h). (j) A person that owns directly or indirectly 10% or more of a public reporting company listed (on required to be listed) in Schedule A of Form BD with respect to a Covered Broker Dealer, other than a public company that is listed on a national securities exchange. (k) A person that owns directly or indirectly 25% or more of a public reporting company that rs a person listed in (i) above other than a public company that is listed on a national securities exchange, (I) An Immediate Family Member of a person listed in (h) through (k) above who receives from or provides to such person Material Support, (m) An account (including a corporation, partnership, limited lability company, trust or other entity) in which any of the persons referred to in (a) through (0 above has a Beneficial Interest (any person in (al through (rn). a "5130 Restricted Person") The Investor is none of the above. For Entities only: If you initialed any of items (a) through (m) above, you may still be eligible to participate in "new issues' if you satisfy one of the exemptions listed under 'New Issues Exemptions' at the back of the Subscription Agreement. If so, please specify the exemption number (1 through 10) here (exemption 1(b) is not available): NOTE: Exemptions are not applicable for individual retirement accounts, individual or joint accounts, UGMA or UTMA accounts, which are treated as natural persons for this purpose. Private and Confidential 8 CONFIDENTIAL UBSTERRAMAR00000631 EFTA00236330  Investor Application Form (continued) G. Certification Regarding Initial Public Equity Offerings ... ... Rule 5131 "Covered Persons" • • (1) Please initial below if applicable or if the Investor is a corporation, partnership, trust or other entity, which apply to any person having a Beneficial Interest in the Investor The Investor, or any person having a Beneficial Interest in the Investor, is (i) an executive officer or director of a Public Company or a Coveted Non-Public Company, or 1.ii; a person receiving Material Support by an executive officer or director of a Public Company or a Covered NomPublK Company (any person in Wog 0i), a "5131 Covered Person") (2) If you initialed statement (1) above, you must name each relevant Public Company and/or Covered Non-Public Company: (3) II you initialed statement (1) above, please initial the following only if such applicable Public Company or Covered Non-Public Company. (a; is currently a client receiving Investment Banking Services provided 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 FINRA member for Investment Banking Services within the next 3 months; or (c) has entered into an express or implied obligation, dowdy or indirectly through its executive officers or directors, to retain a FINRA member for the performanCe of future Investment Banking Services If you initialed any of items (a) through (c) above, you may still be eligible to participate in "new issues' if you satisfy one of the exemptions listed under "New Issues Exemptions' at the back of the Subscription Agreement. If 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 Person'. H. Government Entity Status (0 Is the Investor a Government Entity' ❑ Yes 67 1o (a) If the Investor is acting as agent, representative or nominee for one or more investors, is any of such investors a Government Entity' ❑ YeS 6/ No If the answer to question is please indicate the names of any such investor EF236556 Private and Confidential 9 CONFIDENTIAL UBSTERRAMAR00000632 EFTA00236331  Investor Application Form (continued) I. NFA Bylaw 1101 Certification (Please initial as appropriate.; Individual, IRA. Joint and Foundation Investors: The Investor represents and warrants that it IS an individual. IRA or a foundation and that it is not required to be a member of the National Futures Association ("NIA") or to be registered with the Commodity Futures trading Commission ("CFTC) in any capacity fPfease continue On f0 Seaton / investor Acknowiedgement) OR All Other Entity Investors: (b) The Investor (or. if the Investor is a commodity pool, the operator thereof) represents and warrants it is not required a member of the NM or to be registered with the CFTC in any capacity to be (Please note, while not always the case, generally, certain private investment vehicle such as single member limited liability companies and certain limited partnerships comprised of family members, among others, should initial this section and below if applicable.) If the Investor a fund or another investment entity and initialed item (b) above, please complete the following The Investor is a family investment vehicle whose participants include only spouses, children, in-laws, grandparents and cousins, or the Investor is a family office and has tiled a notice with the CFTC under No-Action Letter 12-37 the investor relies upon an exemption from registration under CFTC Ride 4.13 and has filed a notice claiming this exemption with the NFA The Investor relies upon an exclusion from the definition of the term "commodity pool operator" under CFTC Rule a 5 and has filed a notice claiming this exemption with the NFA The Investor is a noncontributory plan, a contributory defined benefit plan', a governmental plan, an employee welfare benefit plan, or a church plan covered under the Employee Retirement Income Security Act of 1974 The investor relies upon another exemption or otherwise is not required to register with the CFTC (please indicate the applicable exemption upon which the Investor relies or indicate the bases upon which the Investor has below determined that registration or an exemption is not required) OR Entities that are NFA Members and/or those required to register with the CFTC (c) The Investor (or, if the Investor IS a commodity pool, the operator thereof) represents and warrants that it is a member of