EFTA00236793.pdf

UBS AlphaKeys Millennium Fund, L.L.C. Investor Application Form Investor(s) Please: • Complete the Investor Application Form via UBS Online Services ("OLS") Qff return this entire Subscription Booklet to your Financial Advisor. • Only fully completed Subscription Booklets (no faxes, no copies) will be accepted. • DO NOT TEAR OUT PAGES. • Retain a copy for your files. • Read the Fund's Memorandum and the Subscription Agreement. • Please refer to the enclosed Tax Forms and speak to your UBS Financial Advisor. You may not be required to complete these forms if your UBS account has already been designated FATCA- compliant. Be sure to complete all sections of the Investor Application Form Financial Advisors/Branch Managers • Effective July 1, 2014, FATCA compliant tax forms are required for clients to execute new investments in all Alternative Investments. Please refer to the enclosed Tax Forms and related submission instructions. • Please refer to the Fund Investment Application ("FIA") QuickCard for application submission instructions, or call UBS Alternative Investments US at 888-962-3842, option 1, sub option 4. • All Investor Applications must be submitted on FIA to UBS Alternative Investments US no later than 4 full business days prior to month's end. -MAXWELL Private and Confidential CONFIDENTIAL UBSTERRAMAR00001138 EFTA00236793  Instructions for Completing Investor Application Prospective investors in the AlphaKeys Millennium Fund, L.L.C. (the 'Fund") should read the Memorandum as well as this Subscription Booklet prior to subscribing. Please complete all sections of the Investor Application Form. If you invest via OLS please follow the instructions on the OLS system and/or the enclosed informational card. If you invest via this Subscription Booklet please promptly return the entire Subscription Booklet to your Financial Advisor. Do not tear out any pages. Retain a copy for your files. Please refer to Schedule 2 for the meanings of the capitalized terms used herein. Please consult your Financial Advisor or call UBS Alternative Investments US for assistance in completing this Investor Application Form. A. Capital 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/fax ID Number. • Provide the Investor's email address. C. Accredited Investor Representation: Please read Schedule 1 and check the appropriate box. Generally, an 'accredited investor' has a net worth in excess of $1 million for individuals (together with spouse) or total assets in excess of $5 million for entities. To calculate net worth, exclude the value of your primary residence, and count as a liability any indebtedness secured by that property in excess of the fair market value of that property. If you incurred the debt on your property within 60 days of subscribing for this investment and did not use those funds to purchase that house, you must include the full value of the debt as part of your liabilities. The Investor must certify that he, she or it is both an accredited investor and a qualified purchaser in order to invest in the Fund, unless otherwise determined by UBSFA. MAXWELL Private and Confidential 2 CONFIDENTIAL UBSTERFtAMAR00001139 EFTA00236794  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 825 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). J. 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. -MAXWELL Private and Confidential CONFIDENTIAL UBSTERRAMAR00001140 EFTA00236795  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 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 Undersigred must certify that he, she or or The Undersigned is a corporation. (as applicable) it is an accredited investor and a qualified partnership, limited liability company, purchaser based on the categories listed Massachusetts or similar business trust, or The Undersigned is a qualified purchaser below an organization described in Section because heIshe (alone, or together with 501(c)(3) of the Internal Revenue Code of his/her spouse, if investing jointly) owns not ACCREDITED INVESTOR STATUS 1986, as amended (the "Code"), not less than $5 million in investments." I. Individuals, Joint Tenant and IRAs famed for the specific purpose of investing VI. "Family Corporations, "Family in the Fund, with total assets in excess of $5 Foundations, "Family Endowments, 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 $1 million. (b) Each shareholder, partner, or other equity owner of the Undersigned, as the (a) The Undersigned was not formed for II. Trusts case might be, is an accredited investor; or the specific purpose of investing in the (a) The trust has (0 total assets in excess of (c) The Undersigned is a "bank" as Fund; $5 million, (ii) it was not formed for the defined in Section 3(a)(2) of the Securities (b) The Undersigned owns not less than $5 specific purpose of investing in the Fund, Act or a 'savings and loan association" or million in investments;" and and (iii) its investment in the Fund is directed other institution referred to in Section by a person who has such knowledge and 3(aX5)(A) of the Securities Act, whether (c) The Undersigned is owned directly or experience in financial and business matters acting in its individual or fiduciary capacity; indirectly by or for (i) two or more natural that he or she is capable of evaluating the or persons who are (A) related as siblings or merits and risks of an investment in the spouses (including former spouses), or (B) Fund; or (d) The Undersigned is a "broker or 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 (iii) 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; or such persons. the Securities Act; or (c) The trustee of the trust is a "bank' as VII. Trusts (Other than Trusts that defined in Section 3(aX2) of the Securities (f) The Undersigned is an 'investment company" registered under the Investment qualify under VI or VIII hereof) Act or a savings and loan association a other institution referred to in Section Company Act; or (a) The Undersigned was not formed for 3(a)(5)(A) of the Securities Act. (g) The Undersigned is a 'small business the specific purpose of investing in the investment company" licensed by the U.S. Fund; and III. Retirement Plans Small Business Administration under Section (b) The trustee or other authorized person (a) The plan has total assets in excess of $5 (301)(c) or (d) of the Small Business making decisions with respect to the trust, million; or Investment Act; or and each Settles 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, V1, VIII or IX. Section 2(aX48) of the Investment Company VIII. Other Entities (c) The plan is participant 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 decisions 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 (b) The Undersigned is an entity, acting for Section 3(21) of ERISA that is a bank, at fair market value minus total liabilities. its own account or for the accounts of other insurance company, registered investment To calculate net worth: (i) exclude the fair qualified purchasers, which in the aggregate adviser or savings and loan association. market value of your primary residence; (ii) owns and invests on a discretionary basis. count as a liability any indebtedness secured not less than $25 million in investments." by that property in excess of the fair market value of that property, except that if you incurred that debt on your property within 60 days of subscribing for this investment and did not use those funds to purchase that house, you must include the full value of the debt as part of your liabilities. MAXWELL Private and Confidential CONFIDENTIAL UBSTERRAMAR00001141 EFTA00236796  Schedule 1 (continued) QUAUHED PURCHASER STATUS (Mr XII. Investors that checked X(b) or X(c) Control Securities may be included in must also respond YES or NO to XII "investments" if (A) the issuer of the IX. Entities that do not qualify under Control Securities is itself a registered or Is any direct or indirect beneficial owner of private investment company or is exempted the Undersigned itself a Section 3(c)(1) or from the definition of investment company The Undersigned is a qualified purchaser 3(c)(7) 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, (B) the Control Investor's securities is a qualified purchaser Undersigned? If the Undersigned cannot Securities represent securities of an issuer as described herein. answer NO to XII because it has a control that files reports pursuant to Section 13 a relationship with a beneficial owner that is 15(d) of the Securities Exchange Act, (C) the Note: itself a Section 3(cX1) or 3(cX7) Company, issuer of the Control Securities has a class of Trusts may not rely on this certification even the Undersigned may be required to obtain securities listed on a designated off-shore if all of their beneficiaries are qualified consent from the security holders of such securities market under Regulation S under purchasers. owner. the Securities Act or (D) the issuer of the Control Securities is a private company with X. All Investors that are Entities Notes for Qualified Purchaser Status: shareholders' equity not less than $50 • • The term 'investments' means any or million determined in accordance with (a) The Undersigned is not a 3(c)(1) or 3(c)(7) 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(c)(1) or otherwise included as described below; financial statements (provided such financial 3(c)(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) physical the date of Undersigned's purchase of commodities held for investment purposes; Interests). (c) The Undersigned is a Section 3(c)(1) or (4) Swaps and other similar financial 3(c)(7) Company and has obtained consent NOTE: In determining whether the 1.5 contracts entered into for investment million or $25 million thresholds are met, to its treatment as a qualified purchaser purpose; (5) real estate held for investment from all of its Pre-April 30 Holders. investments can be valued at cost or fair purposes; and (6) cash and cash equivalents market value as of a recent date. If XI. Investors that checked VI or VP may held for investment purposes. investments have been acquired with check XI instead of X indebtedness, the amount of the indebtedness must be deducted in The Undersigned has obtained consent to its determining whether the threshold has been treatment as a qualified purchaser from all met. of its trustees, directors or general partners. MAXWELL Private and Confidential 5 CONFIDENTIAL UBSTERFtAMAR00001142 EFTA00236797  Investor Application Form A. Capital Contribution Applied for: 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 It: Fun& current& avarlaUe B. Investor Information: SSN/Tax ID: State: Phone: (Investor RearSas Principal Place of Business' Fax: • Mrs MS Miss Dr Other Investor Address: Attention (Name.) E-mail: C Accredited Investor Representation Check only one box. By executing this Investor Application, the Undersigned certifies that he, she, or it (as applicable) (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. tf Investor is an IncividualARA/Joint Tenant (with Rights of Survivorship), check here: O If Investor 6 a Revocable Trust, check here: O Oka or O 0O or O If Investor is an Irrevocable Trust, ❑ (II)a or ❑ (Ilk check here: If Investor is a Participant-Directed Retirement Plan, check here: O (III)c If Investor is Other Retirement Plan, check here: ❑ (III)a or ❑ (01$ Of ❑ (Red If Investor is a Corporation, Partnership, Limited Liability Company and Other Entity, ❑ INla or O (IVIla or O (Pik or O (NM or O (IV)e or O or O (IV)g or O0O check here: =E -MAXWELL Private and Confidential CONFIDENTIAL UBSTERRAMAR00001143 EFTA00236798  Investor Application Form (continued) D. Qualified Purchaser Representation: The Undersigned is a 'qualified purchaser' under the Investment Company Act (generally, individuals, beneficiaries of IRA/participant-directed plans, and family/trust entities must own at least $5 million or more in qualified investments and entities must own and invest 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. 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 (for trusts other than trusts relying on certifications in Vi and V1Ill that both the trustee (or other authorized person making decisions with respect to the trust) and each Settlor or other person who has contributed assets to the trust must own at least $5 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 a IRA- or Participant-Directed O () Retirement Plan, check here: If Investor is a ' Family' Corporation, ' Family' Foundation, ' Family' Endowment, O (V)a, b and c AND O 0Qa or O ()Obi or O tXx• or O (X) ' Family' Partnerships, 'Family Trusts or Other ' Family- Entities, check here: If Investor is a Trust (other than a Trust that qualifies under VI or O (Viga and b AND O (X)a or O 00b• or O )(1.c• or O (x) VIII) check here: If Investor is another type of O (VIII)a and b AND O 00a a O ()Obi or O (X)C. Or O (X) Entity, check here: If Investor is an Entity that does not qualify under check O OX) AND O 0ga a O POW a O 00e or O (X0 here: 'Investors that checked X(b) 'If you chocked Mb or Mt above, or X(c) must also respond CHECK YES OR NO BELOW YES or NO to item XII O YES or ONO E. Benefit Plan Investor Status: Please certify, by checking the appropriate box below, whether the Investor is or will be described in any of the following categories: (1) an "employee benefit plan" (as defined in Section 3(3) of ERISA) that is subject to ERISA; (2) a "plan" (as defined in Section 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: O YES or O NO F. Controlling Person Status: Please certify, by checking the appropriate box below, whether the Investor is or will be described in any of the following categories: () a person or entity that has discretionary authority or control with respect to the assets of the Fund; a person or entity that provides investment advice for a fee (direct or indirect) with respect to the assets of the Fund; or (iii) an 'affiliate' of a person or entity described in clause (i) or lig above. Fa purposes of this representation, an 'affiliate' of a person a 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: OYES or ONO M MAXWELL Private and Confidential CONFIDENTIAL UBSTERRAMAR00001144 EFTA00236799  Investor Application Form (continued) G. Certification Regarding Initial Public Equity Offerings: Rule 5130 "Restricted Persons" The Fund may elect not to invest in new issues even if your individual account is eligible fa such transactions. Please initial the appropriate statement The Undersigned 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 or employee of a FINRA member firm or other Covered Broker Dealer; (0 An agent of a Covered 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 a other person acting in a fiduciary capacity to a Covered Broker Dealer, including attorneys, accountants and financial consultants; (f) A person who has the authority to buy or sell securities fa a bank, savings and loan institution, insurance company, investment company, investment adviser or Collective Investment Account; (9) 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 (or required to be listed) in Schedule A or Schedule C to Form BD as owning 10% or more of a Covered Broker Dealer; (i) A person listed (or required 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 (or 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 is 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 liability company, trust or other entity) in which any of the persons referred to in (a) through (I) above has a Beneficial Interest (any person in (a) through (m), 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. MAXWELL Private and Confidential 8 CONFIDENTIAL UBSTERRAMAR00001145 EFTA00236800  Investor Application Form (continued) G. Certification Regarding Initial Public Equity Offerings (a: Rule 5131 "Covered Persons" I 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, a any person having a Beneficial Interest in the Invests, is (i) an executive officer or director of a Public Company or a Covered Non-Public Company, or (ii) a person receiving Material Support by an executive officer or director of a Public Company or a Covered Non-Public Company (any person in (i) or (ii), a "5131 Covered Person"). (2) If you initialed statement (1) above, you must name each relevant Public Company ancVor Covered Non-Public Company: (3) If 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, directly 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 Thew 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 `towered Person". H. Government Entity Status le is the Investor a Government Entity? O Yes 0 No (ii) tf the Investor is acting as agent, representative or nominee for one or more investors, is any of such investors a Government Entity' O yes 0 No (iii) If the answer to question (ii) is "Yes", please indicate the names of any such investor: MAXWELL Private and Confidential 9 CONFIDENTIAL UBSTERRAMAR00001146 EFTA00236801  Investor Application Form (continued) I. NFA Bylaw 1101 Certification (Please initial as appropriate.) Incividual, IRA and foundation Investors: (a) 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 ("NFA") or to be registered with the Commodity Futures Trading Commission ("CFTC") in any capacity. (Please continue an to Section J. Investor Acknowledgement) OR All Other entity Investors: (b) The Investor (or, if the Investor is a commodity pad, the operator thereof) represents and warrants it is not required to be a member of the NFA or to be registered with the CFTC in any capacity. (Please note, while not always the case, generally, certain private investment vehicles 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 is 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, a the Investor is a family office and has filed a notice with the CFTC under No-Action letter 12-37. The Investor relies upon an exemption from registration under CFTC Rule 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 4.5 and has filed a notice claiming this exemption with the NM. 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 below the applicable exemption upon which the Investor relies or indicate the basis upon which the Investor has determined that registration or an exemption is not required) OR Entities that are NFA Members andior those required to register with the CFTC: The Investor (or, if the Investor is a commodity pod, the operator thereof) represents and warrants that it is a member of the NFA and is registered with the CFTC. Please indicate below the capacity in which the Investor (or the operator thereof) is registered (commodity pool operator, commodity trading adviser, futures commission merchant. introducing broker, or retail foreign exchange dealer). pla t floyee may voluntarily contribute, no portion of an employee's contrioution is committed as margin Private and Confidential CONFIDENTIAL UBSTERRAMAR00001147 EFTA00236802  Investor Application Form (continued) 1. Investor Acknowledgement: The Undersigned should consult its own U.S. tax advisor if it is uncertain as to whether it is a "United States person" for purposes of U.S. federal income taxation. (a) The Undersigned represents that he, she or it is a "United States person' (as such term is defined in the Code) for purposes of U.S. federal income taxation and has provided to UBS a valid and duly completed Form W-9, or successor form thereto, signed under penalties of perjury by such Initial Intidl Ill pint tenants, both may be Undersigned. The Undersigned certifies under penalties of perjury that (A) its U.S. taxpayer requited to initial ; identification number, as it appears in the Investor Application Form in this Subscription Booklet, is true and correct and (B) it is NOT subject to backup withholding because either (1) it is exempt from backup withholding, (2) it has not been notified by the U.S. Internal Revenue Service (IRS") that it is subject to backup withholding as a result of a failure to report all interest or dividends, or (3) the IRS has notified it that it is no longer subject to backup withholding. The Undersigned will notify the Fund within 15 days if any of the above certifications are no longer valid. Upon request by the Fund or UBSFA. the Undersigned shall promptly furnish to the Fund valid and duly completed Form W-9, or successor form thereto, signed under penalties of perjury by such Undersigned. (b) The Undersigned has reviewed and confirmed all of the information in the Investor Application and confirms initial maid that all of the information that is required to be provided by the Undersigned in this Investor Application is It joint tenants, both may be true, accurate and complete in all respects. required to initial.: (c) The Undersigned represents that he, she or it has received, carefully read and will be bound by the Agreements, including the pre-dispute arbitration clause which appears in the Subscription Agreement and the Fund Agreement, and agrees that signing below constitutes the execution and receipt of the Agreements. (d) The Undersigned represents that he, she or it has received a copy of the Memorandum, has read it and understands it, and the Undersigned is aware of the Fund's limited provisions on transferability and withdrawal; he, she or it understands that an investment in the Fund involves conflicts of interest, including that the Placement Agent and its affiliates will receive payments from the Investors, the Fund and/or their affiliates based upon the aggregate amount of capital contributions to the Fund. (e) The Undersigned confirms that the investment objective and risk profile applicable to the investment in this Fund are respectively, 'capital appreciation' and 'aggressive.' This objective and risk profile is applicable only to this investment and may differ from the investment goals and risk tolerance for the overall portfolio and the brokerage account in which this investment is held. (f) The Undersigned understands that an investment in the Fund may impact the Undersigned's future liquidity (either long or short-term) and represents that the Undersigned's investment goals are consistent with the time frame of the investment. (g) The Undersigned hereby authorizes the debit of funds for the Capital Contribution, plus any applicable Placement Fee, and any applicable amount required to satisfy a tax obligation of the Fund. (h) The Undersigned understands that UBSFA may in its sole and absolute discretion accept as your Capital Contribution an amount less than the Capital Contribution applied for herein. (i) The Undersigned certifies that the United States is his, her or its country of residence or principal Initial Initial place of business. (If Undersigned cannot make this certification, please talk to your Financial tif joint tenants, both may be regired Advisor about whether you may invest in the Fund.) to initial; (l) The Undersigned acknowledges that a Placement Fee of 2% of the Capital Contribution will be Initial intial charged if the Undersigned invests through a brokerage account. However, in limited Ilf joint tenants, both may be required circumstances the Placement Fee may be waived by the Placement Agent. This Placement Fee is to initial; in addition to, and will not reduce, the Undersiqned's Capital Contrbution. If the Placement Fee is reduced by agreement between the Placement Agent and the Undersigned, then the reduced Placement Fee to which the Undersigned has agreed will be reflected on the UBS trade confirmation. The Undersigned confirms that the Placement Fee has been discussed with his/her/its Financial Advisor and any additional questions will be addressed if requested. No Placement Fee is charged if this investment is made through a UBS advisory program. MAXWELL Private and Confidential 1 CONFIDENTIAL UBSTERRAMAR00001148 EFTA00236803  Investor Application Form (continued) .I. Investor Acknowledgement (MN): (k) FOR GRANTOR TRUSTS ONLY: If the Undersigned is a grantor trust, the Undersigned acknowledges that any and all grantors of the trust are U.S. persons for U.S. federal income tax purposes (please note: grantor trusts with non-U.S. persons as grantors may not invest in this FundL K. Investor Signatures: Please sign below. Please note that signing below constitutes your signature to the Investor Application Form, the Subscription Agreement and the Fund Agreement in accordance with their terms. Signature Date AdeletIonal Investor &goitre* re.g., joint tenon) Date Print Name Print Nam of Acklitical Investor MAKE SURE YOU HAVE COMPLETED ALL APPLICABLE SECTIONS OF THIS INVESTOR APPLICATION FORM. -MAXWELL