EFTA00237385.pdf

UBS ALPHAKEYS EUROPEAN REAL ESTATE OPPORTUNITIES FUND II, L.L.C. Investor Application Form Investor(s) Please: • Complete the Investor Application Form via UBS Online Services ("OLS") OR return this entire Subscription Booklet to your Financial Advisor. • Only fully completed Subscription Booklets (no faxes, no copies) will be accepted. • DO NOT TEAR OUT PAGES. • Retain a copy for your files. • Read the Fund's Memorandum and the Subscription Agreement. • Please refer to the enclosed Tax Forms and speak to your UBS Financial Advisor. You may not be required to complete these forms if your UBS account has already been designated FATCA- compliant. Be sure to complete all sections of the Investor Application Form Financial Advisors/Branch Managers • Effective July 1, 2014, FATCA compliant tax forms are required for clients to execute new investments in all Alternative Investments. Please refer to the enclosed Tax Forms and related submission instructions. • Please refer to the Fund Investment Application ("FIA") QuickCard for application submission instructions, or call UBS Alternative Investments US at 888-962-3842, option 1, sub option 4. • All Investor Applications must be submitted on FIA to UBS Alternative Investments US no later than 5 full business days prior to month's end. Private and Confidential CONFIDENTIAL UBSTERRAMAR00001754 EFTA00237385  Instructions for Completing Investor Application Prospective investors in the AlphaKeys European Real Estate Opportunities Fund II, I.L.C. (the 'Fund') should read the Memorandum as well as this Subscription Booklet prior to subscribing. Please complete all sections of the Investor Application Form. If you invest via OLS please follow the instructions on the 0LS system and/or the enclosed informational card. If you invest via this Subscription Booklet please promptly return the entire Subscription Booklet to your Financial Advisor. Do not tear out any pages. Retain a copy for your files. Please refer to Schedule 2 for the meanings of the capitalized terms used herein. Please consult your Financial Advisor or call UBS Alternative Investments US for assistance in completing this Investor Application Form. A. Capital Commitment Amount: • Indicate the Capital Commitment applied for (which may be accepted in whole or in part by UBSFA). (Note: Initially, your account will be debited for 5% of the Capital Commitment plus the Placement Fee, if charged, and any additional amounts called at the time of investment.) • Provide your Account Number. • Funds must be drawn on an account that corresponds exactly to the name of Undersigned. UBSFA may in its sole and absolute discretion accept as your Capital Commitment an amount less than the Capital Commitment applied for herein. CLEARED FUNDS MUST BE IN YOUR ACCOUNT 5 BUSINESS DAYS PRIOR TO MONTH'S END. B. Investor Information: • Provide the Investor's mailing address exactly as it should appear on the address labels. • Include the Investor's state of residence or principal place of business, if applicable, and Social Security/Tax ID Number. • Provide the Investor's email address. C. Accredited Investor Representation: Please read Schedule 1 and check the appropriate box. Generally, an 'accredited investor' has a net worth in excess of $1 million for individuals (together with spouse) or total assets in excess of $5 million for entities. To calculate net worth, exclude the value of your primary residence, and count as a liability any indebtedness secured by that property in excess of the fair market value of that property. If you incurred the debt on your property within 60 days of subscribing for this investment and did not use those funds to purchase that house, you must include the full value of the debt as part of your liabilities. The Investor must certify that he, she or it is both an accredited investor and a qualified purchaser in order to invest in the Fund, unless otherwise determined by UBSFA. ER305378-MAXWELL Private and Confidential 2 CONFIDENTIAL UBSTERRAMAR00001755 EFTA00237386  Instructions for Completing Investor Application (continued) D. Qualified Purchaser Representation: Please read Schedule 1 and check the appropriate boxes. Generally, a 'qualified purchaser' must be an individual or beneficiary of an IRA- or participant-directed plan or family trust/entity with at least $5 million in qualified investments or an entity with at least $25 million in qualified investments. The Undersigned must certify that he, she or it is both an accredited investor and a qualified purchaser in order to invest in the Fund. E. Benefit Plan Investor Status: Please read carefully and check the appropriate box. F. Controlling Person Status: Please read carefully and check the appropriate box. G. Government Entity Status: Please read carefully and check the appropriate box(es). H. Investor Acknowledgement: Please read the acknowledgements contained in this section carefully, initial the applicable acknowledgements and complete the applicable certification(s). I. Investor Signatures: Please sign. ER305378-MAXWELL Private and Confidential 3 CONFIDENTIAL UBSTERRAMAR00001756 EFTA00237387  Schedule 1 PLEASE REFER TO THE REPRESENTATIONS BELOW IN ORDER TO COMPLETE THE INVESTOR TYPE, ACCREDITED INVESTOR AND QUAUFIED PURCHASER REPRESENTATION QUESTIONS OF THE INVESTOR APPLICATION FORM. ACCREDITED INVESTOR STATUS AND IV. Corporations, Partnerships, Limited QUAUFIED PURCHASER STATUS QUAUFIED PURCHASER STATUS Liability Companies and Other Entities V. Individuals, Joint Tenants and IRAs The Undersigned must certify that he, she or The Undersigned is a corporation, (as applicable) it is an accredited investor and a qualified partnership, limited liability company, purchaser based on the categories listed Massachusetts or similar business trust, or The Undersigned is a qualified purchaser below. an organization described in Section because he/she (alone, or together with 501(cX3) of the Internal Revenue Code of his/her spouse, if investing jointly) owns not ACCREDITED INVESTOR STATUS 1986, as amended (the "Code"), not less than $5 million in investments." formed for the specific purpose of investing I. Individuals, Joint Tenants and IRAs in the Fund, with total assets in excess of $5 VI. 'Family' Corporations, "Family" million; or Foundations, 'Family" Endowment, The Undersigned, either individually or "Family' Partnerships, 'Family' Trusts or together with the Undersigned's spouse, has (b) Each shareholder, partner, or other other 'Family' Entities a net worth• in excess of $1 million. equity owner of the Undersigned, as the case might be, is an accredited investor; or a , The Undersigned was not formed for II. Trusts the specific purpose of investing in the The trust has (i) total assets in excess of ,c) The Undersigned is a "bank' as Fund; $5 million, (ii) it was not formed for the defined in Section 3(a)(2) of the Securities Act or a •savings and loan association' or i,b) The Undersigned owns not less than $S specific purpose of investing in the Fund, million in investments;• • and and (Or) its investment in the Fund is directed other institution referred to in Section by a person who has such knowledge and 3(aX5)(A) of the Securities Act, whether (c) The Undersigned is owned directly or experience in financial and business matters acting in its individual or fiduciary capacity; indirectly by or for (i) two or more natural that he or she is capable of evaluating the or persons who are (A) related as siblings or merits and risks of an investment in the 1.d? The Undersigned is a "broker or spouses (including former spouses), or (B) Fund; or dealer" registered pursuant to Section 15 of direct lineal descendants by birth or the Securities Exchange Act; or adoption, (ii) spouses of such persons, (b) Each Grantor of the trust has the (iii) the estates of such persons or power to revoke the trust and regain title to The Undersigned is an 'insurance (iv) foundations, charitable organizations or the trust assets, and each grantor is an company' as defined in Section 2(a)(13) of trusts established by or for the benefit of accredited investor; or the Securities Act; or such persons (C! The trustee of the trust is a "bank' as (f) The Undersigned is an 'investment VII. Trusts (Other than Trusts that defined in Section 3(a)(2) of the Securities company" registered under the Investment qualify under VI or VIII hereof) Act or a savings and loan association or Company Act; or other institution referred to in Section a The Undersigned was not formed for 3(aX5XA) of the Securities Act. (g) The Undersigned is a 'small business the specific purpose of investing in the investment company' licensed by the U.S. Fund; and III. Retirement Plans Small Business Administration under Section (301Xc) or (d) of the Small Business (b) The trustee or other authorized person .a> The plan has total assets in excess of $5 making decisions with respect to the trust, million; or Investment Act; or and each Senior or other person who has (b) Each participant in the plan is an (h) The Undersigned is a "business contributed assets to the trust, is a person accredited investor; or development company" as defined in described in V, VI, VIII or IX. Section 2(aX48) of the Investment Company (c) The plan is participant directed, with Act or a 'business development company' VIII. Other Entities investment decisions made solely by persons defined in Section 202(aX22) of the (a) The Undersigned was not formed for who are accredited investors; or Investment Advisers Act. the specific purpose of investing in the id) Investment decisions for the plan are Note for Accredited Investor Status: Fund; and made by a 'plan fiduciary" as defined in • The term net worth means total assets i.b) The Undersigned is an entity, acting for Section 3(21) of ERISA that is a bank, at fair market value minus total liabilities. its own account or for the accounts of other insurance company, registered investment To calculate net worth: (i) exclude the fair qualified purchasers, which in the aggregate adviser or savings and loan association. market value of your primary residence; (ii) owns and invests on a discretionary basis, count as a liability any indebtedness secured not less than $25 million in investments."' by that property in excess of the fair market value of that property, except that if you incurred that debt on your property within 60 days of subscribing for this investment and did not use those funds to purchase that house, you must include the full value of the debt as part of your liabilities. ER305378-MAXWELL Private and Confidential 4 CONFIDENTIAL UBSTERFtAMAR00001757 EFTA00237388  Schedule 1 (continued) QUAUFIED PURCHASER STATUS ( XII. Investors that checked X(b) or X(c) Control Securities may be included in must also respond YES or NO to XII "investments' if (A) the issuer of the IX. Entities that do not qualify under Control Securities is itself a registered or VI-VIII Is any direct or indirect beneficial owner of private investment company or is exempted the Undersigned itself a Section 3(cX1) or from the definition of investment company The Undersigned is a qualified purchaser 3(cX7) Company that controls, is controlled by Rule 3a-6 or Rule 3a-7 under the because each beneficial owner of the by, or is under common control with the Investment Company Act, (6)the Control Investor's securities is a qualified purchaser Undersigned? If the Undersigned cannot Securities represent securities of an issuer as described herein. answer NO to XII because it has a control that files reports pursuant to Section 13 or relationship with a beneficial owner that is 15(d) of the Securities Exchange Act, (C) the Note: itself a Section 3(cX1) or 3(cX7) Company, issuer of the Control Securities has a class of Trusts may not rely on this certification even the Undersigned may be required to obtain securities listed on a designated off-shore if all of their beneficiaries are qualified consent from the security holders of such securities market under Regulations under purchasers. owner. the Securities Act or (D) the issuer of the Control Securities is a private company with X. All Investors that are Entities Notes for Qualified Purchaser Status shareholders' equity not less than 550 • • The term 'investments' means any or million determined in accordance with (a) The Undersigned is not a 3(c)(1) or all (1) securities (as defined in the Securities generally accepted accounting principles, as 3(c)(7) Company; or Act), except for Control Securities unless reflected in the company's most recent (b) The Undersigned is a Section 3(cX1) or otherwise included as described below; financial statements (provided such financial 3(cX7) Company but does not have ANY (2) futures contracts or options thereon held statements were issued within 16 months of Pre-April 30 Holders; or for investment purposes; (3) physical the date of Undersigned's purchase of commodities held for investment purposes; Interests). (c) The Undersigned is a Section 3(cX1) or (4) Swaps and other similar financial 3(cX7) Company and has obtained consent NOTE: In determining whether the 15 contracts entered into for investment million or $25 million thresholds are met, to its treatment as a qualifed purchaser purpose; (5) real estate held for investment from all of its Pre-April 30 Holders. investments can be valued at cost or fair purposes; and (6) cash and cash equivalents market value as of a recent date. If Xi. Investors that checked VI or VII may held for investment purposes. investments have been acquired with check XI instead of X indebtedness, the amount of the indebtedness must be deducted in The Undersigned has obtained consent to its determining whether the threshold has been treatment as a qualified purchaser from all met. of its trustees, directors or general partners. ER305378-MAXWELL Private and Confidential S CONFIDENTIAL UBSTERFtAMAR00001758 EFTA00237389  Investor Application Form A. Capital Commitment Applied for: $ Note: 5% is your Initial Capital Contribution. Your account will be debited for your Initial Capital Contribution and any additional amounts called plus the Placement Fee of 2% (which may be waived in limited circumstances). A Placement Fee will be in addition to your Initial Capital Contribution. Please see the Investor Acknowledgement section for additional information regarding the Placement Fee. Subscriptions will only be accepted in U.S. Dollars. Account I: (Funds currently avalable.) B. Investor Information: SSW(ax ID: State: Phone: (Nestor Residence Principal Place of Business) Fax EWE Mr Mrs Ms Miss Dr Other Investor Address. Attention (Name:) E-mail: C Accredited Investor Representation Check only one box. By executing this Investor Application, the Undersigned certifies that he, she, or it (as applicable) n has read and understands the instructions to this Investor Application inducing, but not limited to, the instructions to calculate the net worth for accredited investors; and (ii) is a "accredited investor" under Regulation 0 (generally, net worth in excess of St million for individuals (together with spouse) or total assets in excess of 55 million for entities) and has calculated net worth as required by the instructions in this Investor Application. Please read Schedule I and check one appropriate box below. Note that you must be both an accredited investor and a qualified purchaser in order to invest in the Fund. If Investor is an individuatIRABoin Tenant (with Rights of Survivorship), check here: O (Ii If Investor is a Revocable Trust, check here: 0 (Ifia or 0 (Mb or 0 (Ilk If Investor is an Irrevocable Trust, check here: CI (Nor CI (Mc If Investor is a Participant-Directed Retirement Plan, check here: O (lipc If Investor is Other Retirement Plan, O (III)a or 0 (III)b or 0 Olfid check here: If Investor is a Corporation. Partnership. Limited Liability Company and Other Entity. O (IV)a or 0 (II:)ber 0 (Mc or 0 IlV4 or 0 OW or 0 °VII or 0 (Mg Or 0 (IV)h check here: ER305378-MAXWELL Private and Confidential CONFIDENTIAL UBSTERRAMAR00001759 EFTA00237390  Investor Application Form (continued) D. Qualified Purchaser Representation The Undersigned is a • qualified purchaser' under the Investment Company Act (generally, individuals, beneficiaries of IRA/participant-directed plans, and family/trust entities must own at least S5 million or more in qualified investments and entities must own and invest at least S25 million in qualified investments). The Undersigned must certify that he, she or it is both an accredited investor and a qualified purchaser in order to invest in the Fund. Please read Schedule 1 and check the appropriate boxes. Trust entities should read carefully the specific 'qualified purchaser' requirements on Schedule 1, induding the requirement (for trusts other than trusts relying on certifications in VI and VIII) that both the trustee (or other authorized person making decisions with respect to the trust) and each Senior or other person who has contributed assets to the trust must own at least 55 million in qualified investments. The Undersigned's execution of this Investor Application constitutes certification of the Undersigned's status as a • quiified purchaser.' If Investor is an Individual or IRA- or Participant-Directed O (V) Retirement Plan, check here: If Investor is a ' Family' Corporation, ' Family' Foundation, 'Family' Endowment, O (V1)a, b and c AND O (X)a or O 'Xt' or O iX:c• or O (X0 • Farrily- Partnerships, 'Family' Trusts or Other ' Farrily Entities, check here: If Investor is a Trust (other than a Trust that qualifies under IA O (V1I)a and b AND O 00a or O (Xrbi or ❑ .)(C* or O (XI) or VIII), check here: If Investor is another type of O (14Ifia and b AND O (X)a or O OW or O (Xc• rat O PC) Entity, check here: If Investor is an Entity that does not qualify under O (IX) AND O ()Oa or ❑ x b • or :.Xe• oi O (K) check here: 'Investors that checked X(b) •d you checked (X)b or (X)c above. or X(c) must also respond CHECK YES OR NO BELOW YES or NO to item XII O YES or ONO E. Benefit Plan Investor Status: Please certify, by checking the appropriate box below, whether the Investor is or will be described in any of the following categories: (1) an "employee benefit plan" (as defined in Section 3(3) of ERISA) that is subject to ERISA; (2) a "plan" (as defined in Section 497Ne)(1) of the Code) that is subject to Section 4975 of the Code; or (3) an entity which is deemed to be a "benefit plan investor" or to hold "plan assets" under the Plan Assets Rules by reason of equity investments in such entity by one or more persons described in clause (1) or (2) above. Examples of the foregoing indude, among other things, 'Keogh' plans, other tax-qualified retirement plans, IRAs, certain other types of employee benefit plans (and accounts) and entities that are deemed to hold 'plan assets' thereof. Check one: O YES or O NO F. Controlling Person Status: Please certify, by checking the appropriate box below, whether the Investor is or will be described in any of the following categories: (i) a person or entity that has discretionary authority or control with respect to the assets of the Fund; (ii) a person or entity that provides investment advice for a fee (direct or indirect: with respect to the assets of the Fund; or (iii) an 'affiliate' of a person or entity described in dause (i) or (ii) above. For purposes of this representation, an 'affiliate' of a person or entity includes any person or entity controlling, controlled by or under common control with the person or entity, inducing by reason of having the power to exercise a controlling influence over the management or policies of the person or entity. Check one: ❑ YES or O NO ER305378-MAXWELL Private and Confidential CONFIDENTIAL UBSTERRAMAR00001760 EFTA00237391  Investor Application Form (continued) G. Government Entity Status It Is the Undersigned a Government Entity? yes ONo (ii) If the Undersigned is acting as agent, representative or nominee for one or more investors, is any of such investors a Government Entity? O yes O No If the answer to question (ii) is "Yes", please indicate the names of any such investors: H. Investor Acknowledgement The Undersigned should consult its own U.S. tax advisor if it is uncertain as to whether it is a "United States person" for purposes of V.S. federal income taxation. (a) The Undersigned represents that he, she or it is a "United States person" (as such term is initid filial defined in the Code) for purposes of U.S. federal income taxation and has provided to UBS a (1joint tenants, bah may be valid and duly completed Form W-9, or successor form thereto, signed under penalties of required to initial.) perjury by such Undersigned. The Undersigned certifies under penalties of perjury that (A) its U.S. taxpayer identification number, as it appears in the Investor Application Form in this Subscription Booklet, is true and correct and (B) it is NOT subject to backup withholding because either (1) it is exempt from backup withholding, (2) it has not been notified by the U.S. Internal Revenue Service ("IRS") that it is subject to backup withholding as a result of a failure to report all interest or dividends, or (3) the IRS has notified it that it is no longer subject to backup withholding. The Undersigned will notify the Fund within 15 days if any of the above certifications are no longer valid. Upon request by the Fund or UBSFA, the Undersigned shall promptly furnish to the Fund a valid and duly completed Form W-9, or successor form thereto, signed under penalties of perjury by such Undersigned. ifs( The Undersigned has reviewed and confirmed all of the information in the Insestor Application and confirms that all of the information that is required to be provided by the Undersigned in this Investor 11joint tenams. both may be Application is true, accurate and complete in all respects. required to initial.) (ti The Undersigned represents that he, she or it has received, carefully read and will be bound by the Agreements, including the pre-dispute arbitration dause which appears in the Subscription Agreement and the Fund Agreement, and agrees that signing below constitutes the execution and receipt of the Agreements. (di The Undersigned has received a copy of the Memorandum, has read it and understands it, and the Undersigned is aware that he, she or it generally may not sell or transfer his, her or its interest and that he, she or it generally may not withdraw from the Fund; he, she or it understands that an investment in the Fund involves conflicts of interest, including that the Placement Agent and its affiliates will receive payments from the investors, the Fund and/or the Underlying Fund or their affiliates based upon the aggregate amount of capital commitments of the Fund. (e) The Undersigned confirms that the investment objective and risk profile applicable to the investment in this Fund are respectively, 'capital appreciation' and 'aggressive: This objective and risk profile are applicable only to this investment and may dffer from the investment goals and risk tolerance for the overall portfolio and the brokerage account in which this investment is held. ER305378-MAXWELL Private and Confidential CONFIDENTIAL UBSTERRAMAR00001761 EFTA00237392  Investor Application Form (continued) H. Investor Acknowledgement NM: If: The Undersigned understands that an investment in the Fund may impact the Undersigned's future liquidity (either long of short-term) and represents that the Undersigned's investment goals ale consistent with the time Italie of the investment. tqt The Undersigned hereby authorizes the debit of funds in the amount of the Initial Capital Contribution, plus any applicable Placement Fee. any applicable amount required to satisfy a tax obligation of the Fund or any tax payments made on behalf of an Investor, any additional payments required to be made pursuant to the Fund Agreement and that portion of the Capital Commitment called by UBSFA from time to time from the account specified herein or any other account maintained by the Undersigned at the Placement Agent. The Undersigned acknowledges that the failure to have sufficient funds available to meet Capital Calls or other payments required to be made pursuant to the Fund Agreement may result in significant adverse consequences, including loss of all or a portion of the Undersigned's Interest in the Fund, arrangement of a loan ithe costs of which will be assessed to the Undersigned? or imposition of one or more penalties set forth in the Fund Agreement !See the Subscription Agreement and the Fund Agreement.; The Undersigned hereby authorizes the debit of funds, from the account specified herein or any other account mantained by the Undersigned at the Placement Agent, to satisfy !in whole or in part) any amount assessed by UBSFA for the Undersigned's failure to meet Capital Calls. Furthermore, the Undersigned hereby authorizes the credit of funds, to the account specified herein or any other account maintained by the Undersigned at the Placement Agent. ito The Undersigned understands that UBSFA may in its sole and absolute discretion accept as your Capital Commitment an amount less than the Capital Commitment applied for herein. The Investor certifies that the Vnited States is his, her or its country of residence or principal place of Initial Initial business the Undersigned cannot make this certification, please talk to your financial Advisor tit joint tenants, both may be about whether you may invest in the Fund.) required to initial iii The Undersigned acknowledges that a Placement Fee of 2% of the Capital Commitment will be Initial tribal charged if the Undersigned invests through a brokerage account. However, in limited circumstances at joint tenants, both maybe the Plaminent Fee may be waived by the Placement Agent. This Placement Fee is in addition to, and requited to instal. will not reduce, the Undersigned's Capital Commitment. If the Placement Fee is reduced by agreement between the Placement Agent and the Undersigned, then the reduced Placement Fee to which the Undersigned has agreed will be reflected on the UBS trade confirmation. The Undersigned confirms that the Placement Fee has been discussed with his/her/its Financial Advisor and any additional questions will be addressed if requested. No Placement Fee is charged if this investment is made through a UBS advisory program. ik; FOR GRANTOR TRUSTS ONLY: If the Undersigned is a grantor trust, the Undersigned acknowledges that any and all grantors of the trust are U.S. persons for U.S. federal income tax purposes ;please note: grantor trusts with non-U.S. persons as grantors may not invest in this Funch. I. Investor Signatures: Please sign below. Please note that signing below constitutes your signature to the Investor Application Form, the Subscription Agreement and the Fund Agreement in accordance with their terms. Sgnatvre Date Additonal Investor Signature e g . post tenants Date Print Nam Prep Name of Additional investor MAKE SURE YOU HAVE COMPLETED ALL APPLICABLE SECTIONS OF THIS INVESTOR APPLICATION FORM. ER305378-MAXWELL Private and Confidential 9 CONFIDENTIAL UBSTERFtAMAR00001762 EFTA00237393  For Financial Advisors All Investor Applications must be submitted on FIA to UBS Alternative Investments US no later than 4 full business days prior to month's end. I. Investor Suitability: With regard to the proposed investment of the aforementioned client in the Fund, I, as Financial Advisor to the client, by signing below, certify that I have ; informed the client of all pertinent facts relating to the liquidity and transferability of the Fund, including the obligation to maintain sufficient liquidity to meet ongoing capital calls tif the Fund has a capital call structure) on potentially short notice and that the investment may impact the client's future liquidity; reasonable grounds to believe ;on the basis of information obtained from the client concerning the client's age, investment objectives, investment experience, income, net worth, financial situation and needs, other investments and any other information known by me, including the attached CAI, that: ;ay the Fund being subscribed for is suitable and appropriate for the client; (b) the client meets all applicable minimum income, net worth, liquid assets and other objective suitability standards; (c) the client can reasonably benefit tincludng realizing any intended tax benefit, if applicable:, from the Fund based on the client's financial position, overall investment objectives and portfolio structure; (d) the client can bear the economic risks of the investment in the Fund; fe) the client's goals are consistent with the time frame of the investment; and fi the client appears to have an understanding of: 0) the fundamental risks of the Fund tinduding that the client may lose his or her entire investmenti; in) the restrictions on the liquidity and transferability of the Fund; iiii; the background and qualifications of the sponsors; and investment managens) of the Fund; (iv) the tax consequences with respect to an investment in the Fund. (3) obtained a valid and dilly completed Form W-9 or W-8, as applicable, or successor form thereto, signed under penalties of perjury by the client and I have properly placed such form on file pursuant to internal UBS policy. (4) confirmed, with reasonable due inquiry, including my review of relevant account documentation, that the client's representations provided in the NFA Bylaw 1101 Certification (if applicable). Regarding Item 2;b) above, in the event that the client is an entity isuch as a trust or partnership; that does not itself meet the minimum investment requirements (such as net worth), I have ascertained from the appropriate parties ;such as the client's trustee or general partner; that all of the client's beneficial owners meet such requirements. Will this investment result in the client holding more than 30% of his net worth as evidenced on CA, in Alternative Investments? 0 YES ONO if I assisted the client in completing any information that is required to be provided by the client in the Investor Application, I have done so pursuant to the client's authorization and direction solely based upon information that has been provided to Initial me by the client. If I did not assist the client in completing any information in the Investor Application, I certify that I have reviewed the completed Investor Application Form, and I agree that all the information in connection with the client's investment in the Fund that is provided by the client is correct and accurate. II. Investor Qualification for Offshore Fund offerings only: I have reviewed the - Country Qualifications" appendix to the Memorandum or Subscription Agreement and in any applicable supplement to the Memorandum or set forth in the instructions on the UBS intranet, and I certify that I have reasonable grounds to believe that the client is qualified, under the law of its country of residence, as described therein, to invest in the Fund. In addition, it is critical that Financial Advisors review and understand the Rules of the Road (' ROTR•i, with specific focus on alternative investments, for each country in which the financial Advisor expects to conduct cross border business and I hereby confirm that I have reviewed, understand and have complied with the applicable ROTR. III. Financial Advisor Signature ',Please Sign Below': Print Name of Financial Advisor. Account N: Financial Advisor Signature: Placement Fee: %(2%, waivable in limited circumstances) (Fee will be charged in addition to Capital Contribution.) Date: (MUST BE COMPLETED) Note If instructed, the CAI Statement that accompanies this form must Branch Code/FA IODivisiorr be dated before or the same day this application is signed. Financial Advisors must reconcile the information Financial Advisor Telephone listed on this application with the client's account records, including updating the client's net worth, objectives and any other relevant information. Financial Advisor E-mail Address. Please make sure your Branch Manager signs the following page. ER3053 Private and Confidential CONFIDENTIAL UBSTERRAMAR00001763 EFTA00237394  For Branch Managers IV. Branch Manager Signature: I certify that I have reviewed the completed Investor Suitability and Investor Qualifications sections above, the client Investor Application Form and CAI, and if applicable, the 'Country Qualifications- appendix to the Memorandum or the Subscription Agreement and any applicable supplement thereto or set forth in the instructions on the UBS intranet. In addition, it is critical that Financial Advisors review and understand the Rules of the Road i'ROTR'), with specific focus on alternative investments, for each country in which the Financial Advisor expects to conduct cross border business. I agree, based upon the information known to me, with the Financial Advisor's determination that the investment being subscribed for is suitable and appropriate for the client and the Financial Advisor has reviewed, understands and has complied with the applicable ROTR. I agree that, if the Financial Advisor assisted the client in completing any information that is required to be provided by the client in the Investor Application, based upon information known to me, that the Financial Advisor has done so pursuant to the client's authorization and direction solely based upon information that has been provided to the financial Advisor by the client By signing below, if applicable, I have determined that (1) if the proposed investment is for an Access Person's !as defined in the Investment Adviser Code of Ethics.: employee or employee-related account, my signature evidences my pre-approval of the trade and that ',2; the Access Person's proposed investment: a: will not unfairly limit the ability of eligible clients of UBS Financial Services Inc. the Firm') to participate in the proposed investment and ibj does not present a material conflict with the interests of the Firm's clients or the firm. Print Name of Branch Manager: Branch Manager Signature: Date: (MUST BE COMPI FTFO1 If the above named account is a UBS Financial Services IRA, then the Note- if instructed, the CAI Statement that accompanies this form Branch Manager, as a result, also signs as the custodian of the IRA must be dated before or the same day this application is signed and accepts and agrees to this subscription. PLACEMENT FEE APPROVAL SECTION —THIS SECTION IS ONLY REQUIRED IF A REDUCED PLACEMENT FEE IS CHARGED To be completed by Complex Director or Complex Admin Manager as Delegate if necessary By signing below you have