EFTA00314720.pdf

BLUE MOUNTAIN CREDIT ALTERNATIVES FUND L.P. SUBSCRIPTION DOCUMENTS Administrator: GlobeOp Financial Services LLC One South Road Harriso Tel Fax If you are not qualified or if you decide not to participate in this offering, please return the Confidential Private Placement Memorandum related to an investment opportunity in Blue Mountain Credit Alternatives Fund L.P. (together with all amendments thereofand supplements thereto and any other information related to this opportunity provided to you by BhteMountain Capital Management, LLC), the Partnership Agreement and these Subscription Documents to BlueMountain Capital Management, LLC. These documents may not be reproduced, duplicated or delivered without the prior consent ofBlueMountain Capital Management, LLC. Subscription Document September 2012 / W-9 December 2011 EFTA00314720  BLUE MOUNTAIN CREDIT ALTERNATIVES FUND L.P. INVESTMENT PROCEDURES Prospective investors should complete the following steps prior to subscribing: 1. All prospective investors in Blue Mountain Credit Alternatives Fund L.P. (the "Fund") should carefully review the attached Subscription Agreement, the Confidential Private Placement Memorandum of the Fund, as the same may be updated, supplemented or modified from time to time (the "Memorandum"), and the Fifth Amended and Restated Limited Partnership Agreement of the Fund, as the same may be amended from time to time (the "Partnership Agreement"). You should consult your financial, tax and legal advisors to determine whether an investment in the Fund is suitable for you. Please see the Partnership Agreement for definitions of capitalized terms not otherwise defined in these Subscription Documents. 2. Please complete the Subscription Documents, which include: • Subscription Agreement. Date and sign two copies of the signature page and indicate the Subscription Amount. Note that subscriptions by individual retirement accounts (IRAs) require the signature of the qualified IRA custodian or trustee. • Annex A - Investor Information. Complete all requested information. • Annex B - Eligibility Representations. Complete all requested information. • Annex C - Investor Ownership Certification. Complete all requested information and certify. • Annex D - Investor Wire Instructions. Complete all requested information. • Annex E - Authorized Signatories. Entity investors only, complete all requested information. • Annex F - IRS Form. Complete the attached IRS form. • Annex G - Certification of non-Foreign Status. Complete if you are a U.S. Person. 3. Please send the completed Subscription Documents described above and address any questions to: Blue Mountain Credit Alternatives Fund L.P. do GlobeOp Financial Services LLC One South Road Harrison, New York 10528 Tel: Fax 4. Payment for the amount subscribed (not less than US$1,000,000 without the consent of the General Partner) must be made by wire transfer prior to the date of your proposed subscription in accordance with the Payment Instructions which follow these Investment Procedures. If all or any portion of your subscription is not accepted for any reason, the unaccepted portion will be returned to your account of origin without interest or deduction. 5. In order to verify the signature(s) on the Subscription Agreement, as well as the authority for all future requests relating to the investment, please complete the list of authorized signatories at Annex E, or for individual investors, provide a copy of your passport or other government issued document (e.g., driver's license) bearing your name, picture and signature. Please note that the EFTA00314721  copy of your identification document must be certified if you are not a national of an approved country set forth in the footnote on the page entitled "Payment Instmctions." 6. Upon acceptance of your subscription by the Fund, a subscription confirmation will be sent to you. If requested by the Fund, the Investment Manager or the Administrator, each prospective investor that is not a natural person must provide evidence that its constitutional documents permit it to make investments in securities such as the Interests, that the prospective investor has taken all appropriate action to authorize the investment and that the person(s) executing the Subscription Agreement has the authority to do so. EFTA00314722  BLUE MOUNTAIN CREDIT ALTERNATIVES FUND L.P. PAYMENT INSTRUCTIONS* PAYMENT OF YOUR SUBSCRIPTION AMOUNT MUST BE MADE BY WIRE TRANSFER THROUGH OR FROM A U.S. BANK OR A BANKING INSTITUTION ORGANIZED WITHIN A JURISDICTION, TERRITORY OR REGION APPROVED BY THE FINANCIAL ACTION TASK FORCE (THE "FATF")I IN A SINGLE LUMP SUM FROM A SINGLE ACCOUNT (RATHER THAN TWO OR MORE SEPARATE PAYMENTS FROM ONE OR MORE ACCOUNTS). Payment must be made by wire transfer (in U.S. Dollars only) via Fedwire to: Bank: JP Morgan Chase Bank 4 Metrotech Center, 8th Floor Brooklyn. NY 11245 ABA: Swift: A/C: Globe() Financial Services LLC FBO Fund Clients A/C#: Ref: FFC: Blue Mountain Credit Alternatives Fund L.P.if *IMPORTANT 1. Your completed Subscription Documents must be received by the Administrator at least 1 business day prior to the day of subscription. Additionally, your Subscription Amount must be received prior to such subscription date. 2. Please have your bank fax and courier the attached Bank Confirmation Letter to the Fund. In order to comply with the anti-money laundering regulations applicable to the Fund, the Investment Manager, the General Partner and the Administrator, the attached Bank Confirmation Letter MUST be completed by the financial institution which will be remitting the subscription monies on behalf of the subscriber. 3. Please have your bank identify on the wire transfer and in the attached Bank Confirmation Letter the name of the prospective Investor. 4. Please have your bank charge its wiring fees separately so that the Fund receives the entire Subscription Amount. As of September 2012, the FATF jurisdictions from which subscriptions will be accepted are: Argentina, Australia, Austria, Belgium, Brazil, Canada, China, Denmark, European Commission (Member States), Finland, France, Germany, Greece, Gulf Co-operation Council, Hong Kong, Iceland, India, Ireland, Italy, Japan, Kingdom of the Netherlands, Luxembourg, Mexico, New Zealand, Norway, Portugal, Republic of Korea, Russian Federation, Singapore, South Africa, Spain, Sweden, Switzerland, Turkey, United Kingdom and the United States. EFTA00314723  BANK CONFIRMATION LETTER (To he placed on letterhead of the Regulated Institution remitting payment) ,20 (Insert Date) VIA COURIER AND FACSIMILE Blue Mountain Credit Alternatives Fund L.P. do GlobeOp Financial Services LLC One South Road Harrison New York 10528 Tel: Fax Ladies and Gentlemen: We have credited your account Account No.: ) (GlobeOp Financial Services LLC FBO Fund Clients A/C# at JP Morgan Chase Bank (Swift No.: ) (ABA No.: in the amount and for the subscriber set forth below. The number of the wire transfer was Amount of Funds Transferred: Date of Transfer: Name of Customer: Address of Customer: Name of Customer Account Being Debited: Account Number Being Debited: Yours sincerely, Full Name: Position: EFTA00314724  SUBSCRIPTION AGREEMENT Blue Mountain Credit Alternatives Fund L.P. do GlobeOp Financial Services LLC One South Road Harrison New York 10528 Tel: Fax: Re: Blue Mountain Credit Alternatives Fund L.P. (the "Fund") - Subscription for Class S Interests Ladies and Gentlemen: The undersigned (the "Investor") wishes to become a limited partner in the above-named private investment fund, which is a Delaware limited partnership, and to purchase Class S limited partnership interests in the Fund (each, an "Interest") upon the terms and conditions set forth herein, in the Confidential Private Placement Memorandum of the Fund in effect as of the date hereof, as the same may be updated, supplemented or modified from time to time (the "Memorandum"), and in the Fifth Amended and Restated Limited Partnership Agreement of the Fund, as the same may be amended from time to time (the "Partnership Agreement"). Capitalized terms used in this Subscription Agreement but not otherwise defined herein shall have the meanings set forth in the Partnership Agreement. The Investor understands that the representations, warranties, agreements and acknowledgments made by the Investor in this Subscription Agreement and the Annexes hereto will survive the Investor's admission as a limited partner in the Fund (a "Limited Partner") and will be relied upon by the Fund, Blue Mountain Credit GP, LLC, a Delaware limited liability company (the "General Partner"), and BlueMountain Capital Management, LLC, a Delaware limited liability company (the "Investment Manager"), in determining the Fund's compliance with applicable federal and state securities laws and regulations and the suitability of an investment in the Fund for the Investor. The Investor hereby agrees as follows: I. SUBSCRIPTION FOR INTERESTS (A) The Investor hereby irrevocably subscribes for Interests in the Fund and agrees to contribute cash to the capital of the Fund in an amount equal to the subscription amount (the "Subscription Amount") set forth on the signature page hereof on the terms provided for herein, in the Partnership Agreement and in the Memorandum. The minimum Subscription Amount is US$1,000,000, subject to the discretion of the General Partner to accept lesser amounts. The Investor shall pay the Subscription Amount in full by wire transfer in immediately available funds to the account set forth on the page entitled "Payment Instructions" at the front of these Subscription Documents prior to the closing date of the Investor's subscription. Payments will not earn interest. In connection with such subscription, the Investor agrees to become a Limited Partner in the Fund and to be bound by the terms and conditions of the Partnership Agreement. (B) The Investor understands and agrees that this subscription is not binding on the Fund until accepted by the General Partner and may be rejected, in whole or in part, by the General Partner, in its sole discretion, for any reason or no reason at any time prior to acceptance thereof. If all or any portion of the Investor's Subscription Amount is rejected for any reason, the portion of the amount not EFTA00314725 accepted will be returned to the Investor, without interest or deduction, via bank transfer to the account of origination, and this Subscription Agreement shall have no force or effect with respect to such returned amount. (C) Upon execution of this Subscription Agreement and acceptance of this subscription by the General Partner on behalf of the Fund, the Investor shall be a Limited Partner and become a party to the Partnership Agreement. II. REPRESENTATIONS AND COVENANTS OF THE INVESTOR To induce the Fund to accept this subscription, the Investor hereby makes the following representations, warranties and covenants to the Fund, the General Partner, the Investment Manager and the other Limited Partners: (A) All information that the Investor has provided to the Fund, the General Partner or the Investment Manager concerning the Investor, the Investor's status, financial position and knowledge and experience of financial, tax and business matters, or, in the case of an Investor that is an entity, the knowledge and experience of financial, tax and business matters of the person making the investment decision on behalf of such entity, including any information provided in the Annexes hereto (which are an integral part of this Subscription Agreement and which are incorporated by reference herein), is tme, correct and complete as of the date set forth herein. (B) The Investor understands that the offer and sale of Interests in the Fund to the Investor is not being registered under the Securities Act of 1933, as amended (the "Securities Act"), the securities laws of any state or the securities laws of any other jurisdiction, nor is such registration contemplated, but rather the offer and sale is being made by the Fund pursuant to an exemption from registration provided in Section 4(2) of the Securities Act. The Investor understands and agrees further that, subject to certain limited withdrawal rights provided in the Partnership Agreement, the Interests must be held indefinitely and cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and such laws or an exemption from registration under the Securities Act and such laws covering the sale of Interests is available. Even if such an exemption is available, the assignability and transferability of the Interests will be subject to substantial restrictions on transfer. The Investor understands that the Fund is under no obligation to register the Interests on its behalf or to assist it in complying with any exemption from such registration under the Securities Act, state securities laws or the securities laws of any other jurisdiction. The Investor also understands that sales or transfers of the Interests are further restricted by the provisions of the Partnership Agreement, pursuant to which, among other restrictions, the Interests may not be transferred without the consent of the General Partner, which consent may be withheld in its sole discretion. (C) The Investor acknowledges that it is not subscribing pursuant hereto for Interests as a result of or subsequent to (i) any advertisement, article, notice or other communications published in any newspaper, magazine or similar media (including any intemet site that is not password protected) or broadcast over television or radio, or (ii) any seminar or meeting whose attendees, including the Investor, had been invited as a result of, subsequent to or pursuant to any of the foregoing. (D) The Investor has received, carefully read and understands the Partnership Agreement and the Memorandum outlining, among other things, the organization and investment objectives and policies of, and the risks and expenses of an investment in, the Fund. The Investor acknowledges that in making a decision to subscribe for Interests the Investor has relied solely upon the Memorandum, the Partnership Agreement and independent investigations made by the Investor. The Investor's investment in the 2 EFTA00314726 Interests is consistent with the investment purposes, objectives and cash flow requirements of the Investor and will not adversely affect the Investor's overall need for diversification and liquidity. (E) The Investor has been provided an opportunity to obtain any additional information concerning the offering, the Fund and Blue Mountain Credit Alternatives Master Fund L.P., a Cayman Islands exempted limited partnership (the "Master Fund"), to the extent such information is available or can be acquired by the foregoing persons without unreasonable effort or expense, and has been given the opportunity to ask questions of, and receive answers from, the Investment Manager concerning the terms and conditions of the offering and other matters pertaining to this investment. (F) The Investor is not relying on the Fund, the General Partner, the Investment Manager, the Master Fund or any other person or entity with respect to the legal, tax, ERISA (as defined below) and other economic considerations involved in this investment other than the Investor's own advisors. (G) The Investor will (i) keep confidential all information it may receive pertaining to the Fund, the Master Fund, the General Partner, the Investment Manager and their affairs, except as required by law, and (ii) use such information only for purposes reasonably related to its investment in the Fund. The Investor has not reproduced, duplicated or delivered the Memorandum or this Subscription Agreement to any other person, except to the Investor's professional advisors or as instructed by the General Partner or Investment Manager. (H) The Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of the Investor's investment in the Fund and is able to bear such risks, and has obtained, in the Investor's judgment, sufficient information from the Fund or its authorized representatives to evaluate the merits and risks of such investment. The Investor has evaluated the risks of investing in the Fund, understands there are substantial risks of loss incidental to the purchase of Interests, and has determined that the Interests are a suitable investment for the Investor. (I) The Investor is aware of the limited provisions for transferability and withdrawal from the Fund and has read the sections of the Memorandum and the Partnership Agreement relating to withdrawals of capital and the limitations on assignability of Interests. The Investor understands that it will only be able to withdraw all or a portion of the balance in its Capital Account as of the last day of March, June, September and December (each a "Withdrawal Date"), subject to the Class S Investor Level Limit, a Withdrawal Fee for withdrawals made prior to the 12-month anniversary of the purchase of the Interests being withdrawn and the other provisions set forth in the Memorandum under the heading "Withdrawals." Withdrawal rights may also be limited if, among other reasons set forth in the Partnership Agreement, there exists a state of affairs that constitutes a state of emergency as a result of which disposal of the investments owned by the Master Fund is not reasonably practicable or it is not reasonably practicable to determine fairly the value of Master Fund assets. In addition, the Investor acknowledges and agrees that the General Partner may, in its sole discretion, require the Investor to withdraw all or a portion of its Capital Account on 30 days' prior written notice for any reason, and on 10 days' prior written notice if the General Partner determines that the Fund might otherwise be adversely affected. Withdrawals may be satisfied in cash or in kind, including by liquidating a pool of the Master Fund's assets with a Net Asset Value equal to the withdrawn Interests as of their Withdrawal Date and distributing the cash proceeds of such liquidation (net of any Performance Distribution and Withdrawal Fee), which may be greater than or less than the Net Asset Value of the withdrawn Interests as of such proposed date of withdrawal. The Investor has no need for liquidity in this investment, can afford a complete loss of the investment and can afloat to hold the investment for an indefinite period of time. The Investor acknowledges that a withdrawal notice must be given by facsimile or by letter to the Administrator at its fax number and address set out in these Subscription Documents. The 3 EFTA00314727 Administrator will acknowledge receipt of any withdrawal request on behalf of the Fund, and in the event no acknowledgement is received from the Administrator within 5 days of submitting the request, the Investor should assume that the withdrawal uest has not been received and such Investor should contact the Administrator via telephone at to confirm the status of its request. No withdrawal proceeds will be paid to an Investor requesting a withdrawal until the Administrator has received the withdrawal request signed by such Investor or an authorized signatory of the Investor. None of the Fund, the Investment Manager and the Administrator shall be responsible for any mis-delivery or non-receipt of any facsimile. (K) The Investor is (i) an "accredited investor" as such term is defined in Regulation D promulgated under the Securities Act; (ii) a "qualified purchaser" as such term is defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the "Investment Company Act"); and (iii) a "qualified eligible person" as such term is defined in Rule 4.7 promulgated under the Commodity Exchange Act, as amended (the "CEA"). (L) The Investor is acquiring the Interests subscribed for herein for its own account, for investment purposes only and not with a view toward distributing or reselling the Interests in whole or in part. (M) The Investor understands the method of compensation described in the Memorandum and its risks, including that the Performance Distribution may create an incentive for the Investment Manager, as an affiliate of Blue Mountain CA Master Fund GP, Ltd., the general partner of the Master Fund, to cause the Master Fund to make investments that are riskier or more speculative than would be the case in the absence of the Performance Distribution. (N) The Investor understands that: each of the Fund and the Master Fund has a limited operating history; (ii) no federal or state agency has passed upon the Interests or made any findings or determination as to the fairness of this investment; and (iii) different classes of interests of the Fund are subject to different withdrawal rights and Management Fee and incentive compensation percentages. (O) The Investor has all requisite power, authority and capacity to acquire and hold the Interests and to execute, deliver and comply with the terms of each of the instruments required to be executed and delivered by the Investor in connection with the Investor's acquisition of an Interest, including this Subscription Agreement, and such execution, delivery and compliance does not conflict with, or constitute a default under, any instruments governing the Investor, any law, regulation or order, or any agreement to which the Investor is a party or by which the Investor may be bound. If the Investor is an entity, the person executing and delivering each of such instruments on behalf of the Investor has all requisite power, authority and capacity to execute and deliver such instruments, and, upon request by the General Partner, will furnish to the General Partner a true and correct copy of any formation documents of the Investor, including all amendments thereto. (P) If the Investor is a collective investment vehicle, it is in compliance with all federal regulatory requirements including the registration rules of the Commodity Futures Trading Commission (the "CFTC"). 4 EFTA00314728  (Q) If the Investor is a Benefit Plan Investor (as such term is defined in Section 7 of Annex B), the "named fiduciary" (the "Plan Fiduciary") with respect to the Benefit Plan Investor within the meaning of Section 402(a) of Employee Retirement Income Security Act of 1974, as amended ("ERISA") executing this Subscription Agreement on behalf of the Benefit Plan Investor represents and warrants to the Fund that: (i) the Benefit Plan Investor is not a participant-directed defined contribution plan; the Benefit Plan Investor is not a Benefit Plan Investor qualified under ERISA that is both voluntary and contributory; (iii) the Benefit Plan Investor's commitment to purchase Interests does not, in the aggregate, constitute more than 10% of the fair market value of the Benefit Plan Investor's assets; (iv) the Benefit Plan Investor's investment in the Fund has been duly authorized by all necessary parties, does not violate and is not otherwise inconsistent with the terms of any legal document constituting the Benefit Plan Investor or any trust agreement thereunder; (v) the Plan Fiduciary is authorized to make, and is responsible for, the decision to invest in the Fund, has considered a number of factors with respect to the Benefit Plan Investor's investment in the Fund and has determined that, in view of such considerations, the purchase of Interests is consistent with the Plan Fiduciary's responsibilities under ERISA. Such factors include, but are not limited to: (a) the role such investment or investment course of action plays in that portion of the Benefit Plan Investor's portfolio that the Plan Fiduciary manages; (b) whether the investment or investment course of action is reasonably designed as part of that portion of the portfolio managed by the Plan Fiduciary to further the purposes of the Benefit Plan Investor, taking into account both the risk of loss and the opportunity for gain that could result therefrom; (c) the composition of that portion of the portfolio that the Plan Fiduciary manages with regard to diversification; (d) the liquidity and current rate of return of that portion of the portfolio managed by the Plan Fiduciary relative to the anticipated cash flow requirements of the Benefit Plan Investor; (e) the projected return of that portion of the portfolio managed by the Plan Fiduciary relative to the funding objectives of the Benefit Plan Investor; (f) whether an investment in the Fund is permissible under the documents governing the Benefit Plan Investor and the Plan Fiduciary; and (g) the risks associated with an investment in the Fund and the fact that the Investor will be permitted to withdraw all or a portion of its Capital 5 EFTA00314729  Account balance only on the applicable Withdrawal Date, upon at least three months' prior written notice to the Fund, subject to the other restrictions contained in the Memorandum, including, without limitation, the Soft Lock; and (vi) the Plan Fiduciary is (a) responsible for the decision to invest in the Fund, (b) independent of the Fund, the General Partner or any of their affiliates and (c) qualified to make such investment decision. (R) If the Investor is a Benefit Plan Investor, its acquisition and holding of Interests and the activities of the Investment Manager will not cause any prohibited transactions within the meaning of Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code") or will qualify for exemptive relief under a regulatory, class or individual prohibited transaction exemption which is applicable to the Benefit Plan Investor. (S) The Investor acknowledges and directs by its signature below that its entire Subscription Amount shall be used by the Fund exclusively to subscribe for limited partnership interests in the Master Fund. The Investor further acknowledges that the activities of the Investment Manager and the General Partner at the Fund level will be ministerial and clerical in nature. Accordingly, if the Investor is a Benefit Plan Investor, the Plan Fiduciary with respect to such Benefit Plan Investor shall bear responsibility not only for the Benefit Plan Investor's investment in the Fund but for the subsequent investment of the Fund's assets in the Master Fund. (T) The Investor acknowledges that no purchase of Interests by or proposed transfer of Interests to a person that has represented that it is a Benefit Plan Investor shall be permitted to the extent that such purchase or transfer would result in persons that have represented that they are Benefit Plan Investors owning 25% or more of the value of the Master Fund's net assets immediately after such purchase or proposed transfer (excluding any Interests of the Investment Manager and its "affiliates," within the meaning of the U.S. Department of Labor regulations promulgated at 29 C.F.R. §2510.3- 101(f)(3)). In addition, the Investor acknowledges that the General Partner may require a Benefit Plan Investor to withdraw all or a portion of its Interests to the extent necessary to comply with the 25% limitation. (U) The Investor understands that the value of a Limited Partner's Capital Account and withdrawals therefrom under the Partnership Agreement, and the performance of the Fund, may be based on unaudited and, in some cases, estimated valuations of the Fund's investments and that valuations provided in the Investor's account statement may be an unaudited, estimated value. (V) The Investor acknowledges and understands that the Fund is a feeder fund in a master-feeder structure and that the Fund will bear its pro-rata portion of the Master Fund's expenses. (W) The Investor represents and warrants that, to the best of its knowledge, the Investor and, if the Investor is an organization, each owner holding 10% or more of the Investor's equity, each senior management official of the Investor (director or executive officer or similar official), each affiliate of the Investor, and if the Investor is privately owned, each person with any beneficial equity interest in the Investor is not named on or blocked by any of the following lists (the "Prohibited Lists"): (i) the Office of Foreign Assets Control ("OFAC") SDN and Blocked Persons List (found at http://www.treasury.gov/ofac/downloads/t1 1 sdn.pdf) and the list of OFAC Sanctions Programs (found at http://www.treasury.goviresource- center/sanctions/Programs/), which list foreign nations, organizations and 6 EFTA00314730  individuals subject to economic and trade sanctions, based on U.S. foreign policy and national security goals; and (ii) Executive Order 13224, which sets forth a list of individuals and groups with whom U.S. persons are prohibited from doing business because such persons have been identified as terrorists or persons who support terrorism (found at http://www.treasury.gov/resource-center/sanctions/Documents/13224.pdf). (X) The Investor represents and warrants that it has conducted thorough due diligence with respect to all of its beneficial owners, has established the identities of all beneficial owners and the source of each of the beneficial owner's funds, and will retain evidence of any such identities, any such source of funds and any such due diligence. The Investor is advised that, by law, the Fund and/or the Administrator may be obligated to "freeze" the account of such Investor, either by prohibiting additional investments from the Investor, declining any withdrawal requests and/or segregating the assets in the account in compliance with governmental regulations, and the Fund or the Administrator may also be required to report such action and to disclose the Investor's identity to OFAC or other applicable authority. The Investor further acknowledges that the General Partner may suspend the withdrawal rights of the Investor if the General Partner determines it is necessary to do so to comply with anti-money laundering regulations applicable to the Fund, the General Partner, any of their affiliates, or any of the Fund's other service providers. The Investor reasonably believes that entering into a financial relationship with the Fund will not cause the Fund to contravene any federal, state or foreign laws and regulations relating to money laundering. (Y) The Investor represents and warrants that, to the best of its knowledge, none of the Investor, any person controlling or controlled by the Investor, any person having a beneficial interest in the Investor (if the Investor is a privately held entity), or any person for whom the Investor is acting as agent or nominee in connection with this investment is a senior foreign political figure,' or any immediate family member2 or close associate) of a senior foreign political figure as such terms are defined in the footnotes below. (Z) The Investor represents and warrants that, to the best of the Investor's knowledge, the money that the Investor seeks to invest is not derived from any criminal enterprise or activity. (AA) If the Investor is a non-U.S. banking institution (a "Non-U.S. Bank") or if the Investor receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Non-U.S. Bank, the Investor represents and warrants to the Fund that: A "senior foreign political figure" is defined as a senior official in the executive, legislative. administrative, military or judicial branches of a non-U.S. government (whether elected or not), a senior official of a major non-U.S. political party, or a senior executive of a non-U.S. government-owned corporation. In addition, a "senior foreign political figure" includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. 2 "Immediate family" of a senior foreign political figure typically includes the figure's parents, siblings, spouse, children and in-laws. 3 A "close associate" of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial U.S. and non-U.S. financial transactions on behalf of the senior foreign political figure. 7 EFTA00314731  (i) the Non-U.S. Bank has a fixed address, other than solely an electronic address, in a country in which the Non-U.S. Bank is authorized to conduct banking activities; (ii) the Non-U.S. Bank employs one or more individuals on a full-time basis; (iii) the Non-U.S. Bank maintains operating records related to its banking activities; (iv) the Non-U.S. Bank is subject to inspection by the banking authority that licensed the Non-U.S. Bank to conduct banking activities; and (v) the Non-U.S. Bank does not provide banking services to any other Non-U.S. Bank that does not have a physical presence in any country and that is not a regulated affiliate. (BB) The Investor understands, acknowledges and agrees that any withdrawal proceeds paid to the Investor will be paid only to an account in the Investor's name, unless the General Partner and the Administrator determine otherwise, and that the Fund and/or the Administrator may require that such proceeds be paid via bank transfer into the account from which the Investor's subscription funds originated. The Investor understands, acknowledges and agrees that withdrawal proceeds will not be paid to a third party account. The Investor understands, acknowledges and agrees, further, that the Investor may encounter delays in effecting withdrawals or partial withdrawals or in receiving distributions or other payments from the Fund, and may be required to withdraw all of its Interests, if information requested by the Fund or its agents or service providers is not provided in a timely manner. (CC) If the Investor is purchasing Interests as agent, trustee, representative, intermediary, nominee or in any similar capacity for any other person, (i) the Investor represents and warrants that it has all requisite power and authority from all such persons to execute and perform the obligations under this Subscription Agreement and has made the representations, warranties and covenants herein on behalf of itself and such persons, (ii) upon the request of the General Partner it shall provide a copy of its anti-money laundering policies, procedures and controls (together, the "AML Policies") to the General Partner and (iii) the Investor represents that it is in compliance with its AML Policies and that its AML Policies have been approved by counsel or internal compliance personnel reasonably informed of anti-money laundering policies and their implementation and has not received a deficiency letter, negative report or any similar determination regarding its AML Policies from independent accountants, internal auditors or some other person responsible for reviewing compliance with its AML Policies. (DD) The Investor acknowledges that due to anti-money laundering requirements operating within their respective jurisdictions, the Administrator or the Fund (as the case may be) may require further identification of the Investor and/or the source of funds before a subscription or withdrawal can be processed and the Administrator and the Fund shall each be held harmless and indemnified against any loss arising as a result of a failure to process the subscription or withdrawal if such information and/or documentation as has been required by the parties referred to has not been provided by the Investor. (EE) The Investor certifies under penalties of perjury that (i) the Investor's taxpayer identification number provided on Annex A is correct and (ii) the information contained in any Form W-9 (Request for Taxpayer Identification Number and Certification) or other tax form submitted with the completed subscription materials is correct, and the Investor shall promptly inform the Fund of any change in such information and execute a new form with the correct information. 8 EFTA00314732  (FF) The Investor will report partnership items on the Investor's tax returns in a manner consistent with the treatment of such items on the Fund's tax returns. The Investor understands and agrees that the Fund may not be able to deliver a Schedule K-1 to the Investor prior to April 15 in each year and that the Investor is responsible for requesting an extension to file the Investor's tax returns in the event it does not receive a Schedule K-1 prior to April 15. (GG) The Investor understands that the discussion of the tax consequences arising from an investment in the Fund set forth in the "Certain Tax and ERISA Considerations" section of the Memorandum is general in nature, and the tax consequences to the Investor of an investment in the Fund may depend on the Investor's circumstances. None of the Fund, the Master Fund, the General Partner, the Investment Manager or any of their affiliates, service providers or consultants, assumes any responsibility for the tax consequences to the Investor of any investment in the Fund. The Investor is relying solely upon the advice of its own tax and legal advisors and not upon the general discussion of such matters set forth in the "Certain Tax and ERISA Considerations" section of the Memorandum. (HH) Except as otherwise disclosed to the Fund in writing, the Investor represents and warrants that [CHECK APPROPRIATE BOX (ONE ONLY)) ❑ Investing for Own Account as an Investor: The Investor is subscribing for Interests in the Fund solely for its own account, risk and beneficial or economic interest, as an investor, and the Investor (a) is not and is not acting as an agent, trustee or representative or in a similar agency capacity (as a "Nominee") for any other individual or entity, (b) is not an investment fund or trust with investors of its own (an "Intermediary" - which does not include an employee benefit plan or pension plan of a U.S. federal, state or local government or a company publicly traded in the United States) and (c) has no present intention of selling or assigning Interests in the Fund. ❑ Investing for Own Account as an Intermediary: (i) The Investor is subscribing for Interests in the Fund for its own account, risk and beneficial or economic interest, as an investment fund or investment trust, with investors of its own, and is not otherwise acting as an agent, trustee or representative or in a similar agency capacity for any other individual or entity. (ii) The Investor (a) has established an anti-money laundering program and is in compliance with anti-money laundering laws and regulations applicable to it and such anti-money laundering program includes policies, procedures and controls designed to detect and prevent money laundering which the Investor believes effectively prevent the use of the Investor or its funds, personnel or facilities for money laundering purposes, (b) shall provide a copy of its AML Policies to the General Partner upon the request of the General Partner and (c) represents that it is in compliance with its AML Policies and that its AML Policies have been approved by counsel or internal compliance personnel reasonably informed of anti-money laundering policies and their implementation and has not received a deficiency letter, negative report or any similar determination regarding its AML Policies from independent accountants, internal auditors or some other person responsible for reviewing compliance with its AML Policies. 9 EFTA00314733 (iii) The Investor routinely establishes and verifies the identities of its investors and checks their names against the Prohibited Lists and has done this with respect to all its investors. The Investor routinely conducts due diligence investigations of its investors and, to the Investor's knowledge and belief, no such investor presents unusual money laundering concerns. ❑ Investing as a Nominee: (i) The Investor is subscribing for Interests in the Fund as a record owner in its capacity as an agent, trustee, nominee or representative for, or will enter into a swap, structured note or other derivative instruments, the return from which is based in whole or in part on the return of the Fund (a "Swap") with, one or more principals (each, a "Beneficial Owner"). (ii) The Investor understands and acknowledges that the representations, warranties and agreements made herein are made by the Investor (a) with respect to the Investor and (b) with respect to each Beneficial Owner. The Investor further represents and warrants that it has all requisite power and authority to act on behalf of each Beneficial Owner to execute and perform all obligations under the Subscription Agreement. The Investor also agrees to indemnify the Fund, the Master Fund, the Administrator, the Investment Manager, the General Partner and each of their affiliates, and their respective directors, members, partners, officers, employees and agents for any and all costs, fees and expenses (including legal fees and disbursements) in connection with any damages resulting from the Investor's or any Beneficial Owner's misrepresentation or misstatement contained herein, or the assertion of the Investor's lack of proper authorization from any Beneficial Owner to enter into this Subscription Agreement or perform the obligations hereof. Nothing herein constitutes an agreement or statement by the Fund as to the legality of a Swap or the suitability of a Swap for any Beneficial Owner. (iii) The Investor (a) has performed an appropriate investigation to determine and verify the identity of each Beneficial Owner, and will provide information on and evidence of the identity of any Beneficial Owner to the Fund and/or the Administrator upon request, (b) reasonably believes with respect to the Investor and each Beneficial Owner that entering into a financial relationship with the Fund will not cause the Fund and/or the Administrator to contravene any federal, state or foreign laws and regulations relating to money laundering and (c) with respect to each Beneficial Owner entering into a Swap: (I) such Beneficial Owner is authorized under its constituent documents and applicable law to enter into the Swap and also would be so authorized to invest directly in the Fund; (2) such Beneficial Owner has received and reviewed a copy of the Memorandum; (3) such Beneficial Owner acknowledges that the Fund, its affiliates and/or the Administrator are not responsible for the legality, suitability or tax consequences of the Swap and that the Investor is not an agent of the Fund; and (4) such Beneficial Owner is an "accredited investor" as such term is defined in Regulation D promulgated under the Securities Act, a "qualified purchaser" as such term is defined in Section 2(a)(51) of the Investment Company Act, and a "qualified eligible person" as such term is defined in Rule 4.7 promulgated under the CEA. 10 EFTA00314734  (II) The execution, delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor, have been