📄 Extracted Text (16,079 words)
SUBS UBS Financial Services Inc.
Account Nurnoer
Cicnt
Fund Investment Application Cover Sheet
ALPHAKEYS MILLENNIUM FUND LLC
Fund Name
Ghblaine Maxwell
Account title
Ghklalne Maxwell
Client Name
ACU6
Form
ML2,31837
Control Number
102725
Appkation Id
ECS-0155002191
III
FCS-0155002191
For Internal UseOnly CI 2007 UBS Financial Services Inc. AN Rights Reserved. Member SPC
CONFIDENTIAL SDNY_GM_00020458
EFTA_00131078
EFTA01273285
UBS
AlphaKeys Millennium Fund, L.L.C.
Investor Application Form
Investor(s)
Please:
• Complete the Investor Application Form via UBS Online Services ('OLS") Q8
return this entire Subscription Booklet to your Financial Advisor.
• Only fully completed Subscription Booklets (no faxes, no copies) will be accepted.
• DO NOT TEAR OUT PAGES.
• Retain a copy for your files.
• Read the Fund's Memorandum and the Subscription Agreement.
• Please refer to the enclosed Tax Forms and speak to your UBS Financial Advisor. You may not
be required to complete these forms if your UBS account has already been designated FATCA-
compliant.
Be sure to complete all sections of the Investor Application Form
Financial Advisors/Branch Managers
• Effective July 1, 2014, FATCA compliant tax forms are required for clients to execute new
investments in all Alternative Investments. Please refer to the enclosed Tax Forms and related
submission instructions.
• Please refer to the Fund Investment Application (' FIA") QuickCard for application submission
instructions, or call UBS Altemative Investments US at 888-962-3842, option 1, sub option 4.
• All Investor Applications must be submitted on FIA to UBS Alternative Investments US
no later than 4 full business days prior to month's end.
ML281817-MAXWELL
Private and Confidential
SDNY_GM_00020459
CONFIDENTIAL
EFTA_00131079
EFTA01273286
Instructions for Completing Investor Application
Prospective investors in the AlphaKeys Millennium Fund, L.LC. (the 'Fund") should read the Memorandum as well
as this Subscription Booklet prior to subscribing.
Please complete all sections of the Investor Application Form. If you invest via O1.5 please follow the instructions on
the OLS system and/or the enclosed informational card. If you invest via this Subscription Booklet please promptly
retum the entire Subscription Booklet to your Financial Advisor. Do not tear out any pages. Retain a copy for your
files.
Please refer to Schedule 2 for the meanings of the capitalized terms used herein.
Please consult your Financial Advisor or call UBS Alternative Investments US for assistance in completing
this Investor Application Form.
A. Capital Contribution Amount
• Indicate the Capital Contribution applied for (which may be accepted in whole or in part by UBSFA).
• Provide your Account Number.
• Funds must be drawn on an account that corresponds exactly to the name of Undersigned.
UBSFA may in its sole and absolute discretion accept as your Capital Contribution an amount less than
the Capital Contribution applied for herein.
CLEARED FUNDS MUST BE IN YOUR ACCOUNT 5 BUSINESS DAYS PRIOR TO MONTH'S END.
B. Investor Information:
• Provide the Investor's mailing address exactly as it should appear on the address labels.
• Include the Investor's state of residence or principal place of business, if applicable, and Social Security/Tax
ID Number.
• Provide the Investors email address.
C. Accredited Investor Representation:
Please read Schedule 1 and check the appropriate box. Generally, an "accredited investor' has a net worth in
excess of $1 million for individuals (together with spouse) or total assets in excess of $S million for entities. To
calculate net worth, exdude the value of your primary residence, and count as a liability any indebtedness
secured by that property in excecc of the fair market value of that property. If you incurred the debt on your
property within 60 days of subscribing for this investment and did not use those funds to purchase that house,
you must include the full value of the debt as part of your liabilities.
The Investor must certify that he, she or it is both an accredited investor and a qualified purchaser in order to
invest in the Fund, unless otherwise determined by UBSFA.
ML281817-MAXWELL
Private and Confidential
2
SDNY_GM_00020460
CONFIDENTIAL
EFTA_00131080
EFTA01273287
Instructions for Completing Investor Application
(continued)
D. Qualified Purchaser Representation:
Please read Schedule 1 and check the appropriate boxes. Generally, a 'qualified purchaser must be an
individual or beneficiary of an IRA- or participant-directed plan or family trust/entity with at least S5 million in
qualified investments or an entity with at least S25 million in qualified investments. The Undersigned must
certify that he, she or it is both an accredited investor and a qualified purchaser in order to invest in the Fund.
E. Benefit Plan Investor Status:
Please read carefully and check the appropriate box.
F. Controlling Person Status:
Please read carefully and check the appropriate box.
G. Certification Regarding Initial Public Equity Offerings:
Please initial and complete all applicable sections.
H. Government Entity Status:
Please read carefully and check the appropriate box(es).
I. NFA Bylaw 1101 certification
Please read carefully and initial the applicable acknowledgement(s).
.1. Investor Acknowledgement:
Please read the acknowledgements contained in this section carefully, initial the applicable acknowledgements
and complete the applicable certification(s).
K. Investor Signatures:
Please sign.
ML281817-MAXWELL
Private and Confidential
3
SDNY_GM_00020461
CONFIDENTIAL
EFTA_00I 31081
EFTA01273288
Schedule 1
PLEASE REFER TO THE REPRESENTATIONS BELOW IN ORDER TO COMPLETE THE INVESTOR TYPE, ACCREDITED INVESTOR AND
QUALIFIED PURCHASER REPRESENTATION QUESTIONS OF THE INVESTOR APPUCATION FORM.
ACCREDITED INVESTOR STATUS AND N. Corporations, Partnerships, Limited QUAURED PURCHASER STATUS
QUALIFIED PURCHASER STATUS Liability Companies and Other Entities
V. Individuals, Joint Tenants and IRAs
The Undersigned must certify that he, she or {a) The Undersigned is a corporation, (as applicable)
it is an accredited investor and a qualified partnersheo, United liability company,
purchaser based on the categories listed Massachusetts or similar business trust, a The Undersigned is a qualified purchaser
below. an organization described in Section because he/she (alone, or together with
501(cX3) of the Internal Revenue Code of his/her spouse, if investing jointly) owns not
ACCREDITED INVESTOR STATUS 1986, as amended (the "Code"), not less than SS million in investments.• •
I. Individuals, Joint Tenants and IRAs formed for the specific purpose of investing VI. 'Family" Corporations, "Family
in the Fund, with total assets in excess of $5 Foundations, •Family Endowment,
The Undersigned, either individually or million; or "Family Partnerships, "Family Trusts or
together with the Undersigned's spouse, has other "Family" Entities
a net worth* in excess of 11 million. N) Each shareholder, partner, or other
equity owner of the Undersigned, as the (a) The Undersigned was not formed for
II. Trusts case night be, is an accredited investor; or the specific purpose of investing in the
(a) The trust has (i) total assets in excess of (0 The Undersigned is a 'bank' as Fund;
S5 million, (ii) it was not formed for the delned in Section 3(3X2) of the Securities
specific purpose of investng in the Fund, (b) The Undersigned owns not less than S5
Act or a 'savings and loan association' a million in investments;• • and
and (ii) its investment in the Fund is directed other institution referred to in Section
by a person who has such knowledge and 3(aX5XA) of the Securities Act, whether (c) The Undersigned is owned directly or
experience in financial and business matters acting in its individual or fiduciary capacity; indirectly by or for (i) two or more natural
that he or she is capable of evaluating the or persons who are (A) related as siblings or
merits and risks of an investment in the spouses (including former spouses), or (B)
Fund; or (d) The Undersigned is a 'broker a direct lineal descendants by birth or
dealer' registered pursuant to Section 15 of adoption. (ii) spouses of such persons,
(b) Each Grantor of the trust has the the Securities Exchange Act; or (ii) the estates of such persons or
power to revoke the trust and regain title to (iv) foundations, charitable organizations or
the trust assets, and each grantor is an (e) The Undersigned is an 'insurance
company' as defined in Section 2(aX13) of trusts established by or for the benefit of
accredited investor; a such persons.
the Securities Act; or
(c) The trustee of the trust is a 'bank' as VR Trusts (Other than Trusts that
defined in Section 3(aX2) of the Securities (t) The Undersigned is an "investrrent
company' registered under the Investment qualify under VI or VIII hereof)
Act or a savings and loan association or
other institution referred to in Section Company Act; or (a) The Undersigned was not formed for
3(aXS)(A) of the Sectxities Act (g) The Undersigned is a 'small business the specific purpose of investing in the
investment company' licensed by the U.S. Fund; and
III. Retirement Flans
Small Business Administration under Section (b) The trustee or other authorized person
(a) The plan has total assets in excess of S5 (301X0 or (d) of the Small Business making decisions with respect to the trust,
Milian; or Investment Act; or and each Settlor or other person who has
(b) Each participant n the plan is an (h) The Undersigned is a • business contributed asset to the trust, is a person
accredited investor; or development company' as defined in described in V, VI, Val or IX.
Section 2(aX48) of the ►'vestment Company VIII. Other Entities
(c) The plan is partiopant directed, with Act or a 'business development company'
investment decisions made solely by persons defined in Section 202(aX22) of the (a) The Undersigned was not formed for
who are accredited investors; or Investment Advisers Act. the specific purpose of investing in the
(d) Investment decisiorts for the plan are Fund; and
Note for Accredited Investor Status:
made by a 'plan fiduciary' as defined in • The term net worth means total assets
Section 3(21) of ERISA that s a bank, (b) The Undersigned is an entity, acting for
at fair market vNue minus total liabilities. its own account or for the accounts of other
insurance company, registered inverment To c.slailate net worth: () exclude the fair qualified purchasers, which in the aggregate
adviser or savings and loan association market value of your primary residence; (ii) owns and invests on a discretionary base,
count as a liability any indebtedness secured not less than S25 million in investments.• •
by that property josxcsss of the fair market
value of that property. except that if you
incurred that debt on your property within
60 days of subscribing for this investment
and did not use those funds to purchase
that house, you must include the full value
of the debt as part of your liabilities.
ML281817-MAXWELL
Private and Confidential
4
SDNY_GM_00020462
CONFIDENTIAL
EFTA (X)131082
EFTA01273289
Schedule 1 (continued)
QUALIFIED PURCHASER STATUS (can't!) a Investors that checked X(b) or X(c) Control Securities may be included in
must also respond YES or NO to XII 'investments' if (A) the issuer of the
IX. Entitles that do not qualify under Control Securities is itself a registered or
VI-VIII Is any direct or indrect beneficial owner of private investment company or is exempted
the Undersigned itself a Section 3(cX1) a from the definition of investment company
The Undersigned is a qualified purchaser 3(cX7) Company that controls, is controlled by Rule 3a-6 or Rule 3a-7 under the
because each beneficial owner of the by, a is under common control with the Investment Company Act, (8) the Control
Investor's securities is a qualified purchaser Undersigned? If the Undersigned cannot Securities represent securities of an issuer
as descnbed herein. answer NO to XII because it has a control that files reports pursuant to Section 13 or
relationship with a beneficial owner that is 15(d) of the Securities Exchange Act, (C) the
Note:
itself a Section 3(c)(1) or 3(cX7) Company, issuer of the Control Securities has a dass of
Trusts may not rely on this certification even the Undersigned may be required to obtain securities listed on a designated off-shore
if all of their beneficiaries are qualified consent from the security holders of such securities market under Regulation S under
purchasers. owner. the Securities Act or (0) the issuer of the
Control Securities is a private company with
X. MI Investors that are Entities Notes for Qualified Purchaser Status:
shareholders' eouity not less than S50
•• The term 'investments' means any a millon determined in accordance with
(a) The Undersigned is not a 3(c)(1) or
3(cX7) Company; or all (I) securities (as defined n the Securities generally accepted accounting principles, as
Act), except for Control Securities unless reflected in the company's most recent
(b) The Undersigned is a Section 3(c)(1) or otherwise included as described below; financial statements (provided such financial
3(0(7) Company but does not have ANY (2) futures contracts or options thereon held statements were issued within 16 months of
Pre-April 30 Holders; or for investment purposes; (3) 005411 the date of Undersigned's purchase of
commodities held for investment purposes; Interests).
(c) the Undersigned is a Section 3(cX1) or (4) Swaps and other similar financial NOTE. in determining whether the S5
3(cX7) Company and has obtained consent contracts entered into for investment million or S2S million thresholds are met,
to its treatment as a qualified purchaser purpose; (5) real estate held for irrvestment investment can be valued at cost or fair
from all of its ere-April 30 Holders. purposes; and (6) cash and cash equivalents
market value as of a recent date. If
XL Investors that checked VI or VII may held for investment purposes. investments have been acquired with
check XI Instead of X indebtedness, the amount of the
indebtedness must be deducted in
The Undersigned has obtained consent to its determining whether the threshold has been
treatment as a Quaid-led purchaser from all met.
of its trustees, drectOrs or general partners.
ML281817-MAXWELL
Private and Confidential
5
SDNY_GM_00020463
CONFIDENTIAL
EFTA_00131083
EFTA01273290
Investor Application Form
A. Capital Contribution Applied for: S 2c 00,0
Mote: Your account will be debited for your Capital Contribution plus the Placement Fee of 2% (which may be waived in limited
circumstances). A Placement Fin will be in addition to your Capital Contribution. Please see the investor Acknowledgement
section for additional information regarding the Placement Fee.
Subscriptions will only be accepted in U.S. Dollars.
Account (Cures cur may iresileble )
B. Investor Information:
SSN/I r..x State. pri
(1,40:. Widow./ PTigipat Fixed
Phone:
&sinew)
Fax:
Mr. Mrs. Ms. MM. Dr. Other
Investor
Address:
Attention
(Name:)
E-mail;
C. Accredited Investor Representation
Check only one box.
By executing this Investor Application, the Undersigned cerffies that he, she, a it (as applicable) has read and understands the instructions to
this Investor Application inducing, but not limited to. the instrations to calculate the net worth for accredited Investors; and (i) if a "accredited
irWeSta* under Regulation D (generally, net worth in excess of St nation for individuals (together with spouse) or total assets in excess of S5
million for entities) and has calafated net worth as moiled by the iratructions in this Investor Application.
Please read Schedule 1 and check one appropriate box below. Note that you must be both an accredited investor and a qualified purchaser in
order to invest in the Fund.
If investor is an IndwidualARABoint Tenant
(with Rights of Survivorship). check here:
)
If investor is a Revocable Trust, check has. O (Ilia or O (gb or O (gc
Invests is an irrevocable Trust, O 00a a
check here: O (r<
If Investor is a Participant-Directed
Retirement Ran, check here: O OM
it Investor is Other Retirement Plan,
CI gibe or O (labor O (lad
check here:
If Investor is a Corporation, Partnership,
Limited Liability Company and Other Entity, ❑ (Mao O (Mb or O (Alcor O Ond cr O (tile or O PO or O 01.09 or CI (N)h
check here:
ML281817-MAXWELL
Private and Confidential
6
SDNY_GM_00020464
CONFIDENTIAL
EFTA_00131084
EFTA01273291
Investor Application Form (continued)
D. Qualified Purchaser Representation:
The Undersigned is a 'qualified purchaser' under the trnestrnent Company Act (generally, individuate, beneficiaries of Etaniparticipant-drerted
piers, and familyttnst entities must own at least $5 million or more in qualified investments and entities must own and invest at least $25 mdion in
qualified investments). The Undersigned must certify that he, she or rt is both an accreted investor and a quailed purchaser in order to invest in
the Fund. Please read Schedule 1 and check the appropriate boxes. Trust entitles should read carefully the specific squalled purchaser
requirements on Schedule 1, including the requirement (for trusts other than MIS relying on certifications in VI and Vim that both the trustee (or
other authorized person making decisions with respect to the bust) and each Senor or other person who has contributed assets to the trust must
own at least 55 million in qualfreci investments. The Undersigned's execution of this Investor Application constitutes certification of the
Undersigned's status as a 'qualified purchaser. •
If Investor is an Individual or
IRA- or Participant-Directed
Retirement Flan, check here:
elm
If Investor is a
▪ amity' Corporation.
• Fantle Foundation,
• randy" Endowment, O Ma, band c AND 0 Macs 0 Mt' or 0 (10c* or 0 DM
' Family- Partnerships.
• Famly- Tests or Other
' Family' Entitles, check here:
If investor is a Trust (other than
a Trust that qualifies under M or O MN and b MID CI 00a or 0 NV or 0 OOO1* 0 NO
VIII), check here:
If :nests is another type of O 0/114 and b MID O Oa or 0 pOb• or 0 (X)c• or 0 DO
Entity, check here.
If Investor is an Entity that does
not qualify under WW1 check O 0>0 MID CI Oge or 0 Mb* or 0 ()c• or 0 CYO
here:
investors that checked X(b) an you choded Mb or la above.
X(c) must also respond CHICK YES OR NO BELOW
YES or NO to tern XII 0 YES or 0 NO
E. Benefit Plan Investor Status:
Please certify, by checking the appropriate box below, \tether the Investor is or will be described in any of the following categories: (1) an
'employee benefit plan' (as defined in Section 3(3) of ERISA) that is subject to (NSA; (2) a "plan' (as defined in Section 4975(01) of the Code)
that is subaect to Section 4975 of the Code; or (3) an entity which is deemed to be a 'benefit plan investor" or to hold "plan assets' under the Plan
Assets Rules by reason of scatty investments in such entity by one or more persons described in clause (1) or (2) abase. Examples of the foregoing
include, among other things. 'Keogh' plans, other tax-quaified retirement plans, IRAs, certath other types of employee benefit plans (and
accounts) and entities that are deem*
i ii to hold "plan assets' thereof.
Check one 0 YES or NO
F. Controlling Person Status:
',ease certify, by checking the appropriate box below, *tether the Investor is or will be described in any of the following categories: (0 a person
oe entity that has discretnary authority or control with respect to the assets of the Fund; (N a person or entity that provides investment advice
for a tee trect or incrirett) with respect to the assets of the Fund; or (IN an 'affiliate' of a person or entity described in cause (Dort above.
For purposes of this representation, an 'affiliate of a person or entity includes any person or entity controling, controlled by or under common
control with the person or entity, inducing by reason of having the power to exercise a controing Influence over the management or policies of
the persona entity.
Check one: 0 YES or /NO
ML281817 -MAXWELL
Private and Confidential
7
SONY_GM_00020465
CONFIDENTIAL
EFTA_00131085
EFTA01273292
Investor Application Form (continued)
G. Certification Regarding India/ Public Equety OH«IngS:
i s b ("L . Ruh S130 'Restricted ~
tr ' . o..'r<iurge ins, etc ogi e: erkke: in %h. ~
M44 d lac Tørdsabli =apt: 4 419~ lie well Iferisactom
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. . : . tiporyben esertn•iffr 'rs.fit V arr 44,4:1, sir.:,• eØ t.^. fry
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.,_ b .fr" 49 .fr. 4?•t!Zr Q4.49.4 frarfrr 4%.4.4:44 I.414.` A) .1444:444 . 1 • , ',11.4 .1.4f404. WS O. 01?* 4.0A4Ard
&free ..."eake
:...ders si • ern. a ii mt: C.1411 4 ri• awn: 5 eiNeiCeci - Me millImeer cianfil 0 it...
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W.'41.44 - 4'r, .k5D4e: L' • Ca4•10 Pte . J414r :Ye trNir 4 f4.1fr: crow% 'NB, h Iata r - thank
rev :4: one
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'fli•Titi cc Tucce..' ezede cim • ;Mel tenon r ?coign rn a -5' altlertlk3 kthOn"
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For Entioe~l you 1~1 *ay 04 hens 1.4)~ (ce) eficive. you may mil be *foible le pertinpetai in *few bea m it you
14441./ on4 of the eatinkooks Meted knekr 'NW knew* twipoont' at the back DI dl. ~Ion Akron"
If ah pleat ~ly the tterrehon ~its 11 0vough IC) here ~vein 1(b) h not avakableY
NOTE. cesaptione an, na sppikeete fw IMi.wMut r•threkint haunt.. ifidi~ig a toet aktoun4 teal* e• MINA
4440.al6
wMich are treated e inturS person, fa d.å purpos•
Private end Confidential
8
SDNY_GM_00020466
CONFIDENTIAL
EFTA_00131086
EFTA01273293
Investor Application Form (continued)
G. Certification Regarding Initial Public Equity Offerings (contact):
Rule 5131 'Covered Persons'
(1) Please Initial below if applicable a if the timber is a corporation, partnership, trust or other entity, which apply to any person having
a Beneficial hfferest In the Investor
The Investor, a any person having a Beneficial Interest in the Investor, is (0 an executive officer or director of a Putfic Company
et a Covered No-Pubk Company. or (II) a person recemng Material Support by an executive officer or &ecta of a Pubic
Company a a Covered Non•Pubhc Company (any person in 0 or (11a -5131 Covered Person').
(2) If you iritialed statement (1) above. you must name each relevant Pubk Company ander Covered Non-Public Company:
(3) If you labeled statement (1) above, please initial the following only if such appricabk PublX Company or Covered Non-Public Company:.
(a) is currently a client receiving Investment Banking Services crowded by a FINRA member, or has paid compensation to a FINRA
member for Investment Banking Services in the past 12 months;
(b) expects to retain a FORA member for Investment Banking Services within the next 3 months; or
(c) has entered into an express or impbed obligation. drecdy or indirectly through its executive officers or directors. to retain a
I NRA member for the performance of future Investment Banking Services.
If you Initialed any of hams (a) through (4 above, you may still be ellgibk to parddpate in 'new issues" if you satisfy one of the
exemptions listed under 'New issues Exemptions' et the back of the Subscription Agreement.
ff so, please specify the exemption number here (exemption 1(a) is not available):
If the Investor has represented that he, she or it is not a 'Restricted Person" or a 'Covered Person', the Investor further
represents that he, she or it understands that this certificate expires after one year and agrees promptly to notify the Fund
should the account become a 'Restricted Person' or "Covered Perron'.
H. Government Entity Status
0) Is the Investor a Government Entity?
13 Yes
(i) the Investor is acting as agent representative or nominee for one or more investors, is any of such investors a Government Entity?
❑ Yes tf<do
(ID If the answer to question (IC Is 'Yes', please indicate the names of any such investor:
ML281817-MAXWELL
Private and Confidential
9
SDNY_GM_00020467
CONFIDENTIAL
EFTA_00 I 31087
EFTA01273294
Investor Application Form (continued)
1. NFA 8 slaw 1101 CortifiCation (Moan •110614••1940041
441.
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••.: • ON soca 11, "not <Vita. &lee kat. VW'S* Aatadf/07Me
OR
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SONY_GM_00020468
CONFIDENTIAL
EFTA_00131088
EFTA01273295
Investor Application Form (continued)
1. Investor Adintewledshesent
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ℹ️ Document Details
SHA-256
d06d0b78587b2f598bc07f0fda1548b48f9b8469f978f54a5c5ccaec880d1b1d
Bates Number
EFTA01273285
Dataset
DataSet-10
Document Type
document
Pages
23
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