EFTA01273265.pdf

4tUBS UBS Financial Services Inc. Account Number Client Id Fund Investment Application Cover Sheet ATLAS ENHANCED FUND LP Fund Name Ghldalne Maxwell Account title Ghlslalrie MarweN Client Name ACU6 Form EF2366SS Control Number Application id ECS-0114989654 lentiffhRERVII ECS-Ol 14989654 O200s U13.5 'Mandel Services Inc. Al Rights Reserved. Member SPC For Internal the 00y SDNY_GM_00020437 CONFIDENTIAL EFTA_00 I 31057 EFTA01273265  • B•A•• m•• SAL vASNV ASSFT MANAGEMENT , fr Atlas Enhanced Fund, L.P. Investor Application Form Investor(s) Please: • Complete the Investor Application Form and return this entire Subscription Booklet to your Financial Advisor. • Only fully completed Subscription Booklets (no faxes, no copies) will be accepted. • DO NOT TEAR OUT PAGES. • Retain a copy for your files. • Read the Fund's Memorandum and the Subscription Agreement. Be sure to complete all sections of the Investor Application Form Financial Advisors/Branch Managers • Please refer to the Fund Investment Application ('FIA') QuickCard for application submission instructions, or call UBS Alternative Investments US at 888-962-3842, option 1, sub option 4. • Effective July 1, 2014, FATCA compliant W-9s and W-8BENs are required for clients to execute new investments in all Alternative Investments. Please refer to the enclosed Tax Forms and related submission instructions. • All Investor Applications must be submitted on FIA to UBS Alternative Investments US no later than 6 full business days prior to month's end. Private and Confidontial SDNY_GM_00020438 CONFIDENTIAL EFTA_00B1058 EFTA01273266 Instructions for Completing Investor Application Prospective investors in the Atlas Enhanced Fund, LP. (the 'Fund•) should read the Memorandum as well as this Subscription Booklet prior to subscribing. Please complete all sections of the Investor Application Form. If you invest via this Subscription Booklet promptly return the entire Subscription Booklet to your Financial Advisor. Do not tear out any pages. Retain please a copy for your files. Please refer to Schedule 2 for the meanings of the capitalized terms used herein. Please consult your Financial Advisor or call UBS Alternative Investments US for assistance in completing this Investor Application Form. A. Capital Contribution Amount • Indicate the Capital Contribution applied for (which may be accepted in whole or in part by the Fund). • Provide your Account Number. • Funds must be drawn on an account that corresponds exactly to the name of Undersigned. The Fund may in its sole and absolute discretion accept as your Capital Contribution an amount less than the Capital Contribution applied for herein. CLEARED FUNDS MUST BE IN YOUR ACCOUNT 5 BUSINESS DAYS BEFORE 5 P.M. NEW YORK TIME PRIOR TO MONTH'S END. B. Investor Information: • Provide the Investor's mailing address exactly as it should appear on the address labels. • include the Investor's state of residence or principal place of business, if applicable, and Social Security/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 S1 million for individuals (together with spouse) or total assets in excess of 5.5 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 M excess of the fair market value of that property. If you incurred the debt on your property within 60 days of subscribing for this investment and did not use those funds to purchase that house. you must include the full value of the debt as part of your liabilities. The Investor must certify that he, she or it is both an accredited investor and a qualified purchaser in order to invest in the Fund, unless otherwise determined by the Fund and/or Manager. Private and Confidential 2 SDNY_GM_00020439 CONFIDENTIAL EFTA_00131059 EFTA01273267  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 uustientity with at least E5 million in qualified investments or an entity with at least $25 million in qualified investments. The Undersigned must certify that he, she or it is both an accredited investor and a qualified purchaser in order to invest in the Fund. E. Benefit Plan Investor Status: Please read carefully and check the appropriate box. F. Controlling Person Status: Please read carefully and check the appropriate box. G. Certification Regarding Initial Public Equity Offerings: Please initial and complete all applicable sections. H. Government Entity Status: Please read carefully and check the appropriate box(es). I. NFA Bylaw 1101 Certification: Please read carefully and initial the applicable acknowledgement(s). 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. Private and Confidential 3 SDNY_GM_00020440 CONFIDENTIAL EFTA_00131060 EFTA01273268  Schedule 1 PLEASE REFER TO THE REPRESENTATIONS BELOW Si ORDER TO COMPLETE DIE INVESTOR TYPE, ACCREDITED INVESTOR AND QUALIFIED PURCHASER RENtEsENTAilON QUESTIONS OF THE INVESTOR APPUCATION FORM. ACCREDITED INVESTOR STATUS ANO IV. Corporations, Partnerships, Limited QUALIFIED PURCHASER STATUS QUALIFIED PURCHASER STATUS Lability Companies and Other Entities V. Individuals, Joint Tenant and IRAs The Undersigned must certify that he, she or (a) The Undersigned is a Canoe bon, (as applicable) it is an accredited investor and a qualified partnership. limited liability company, purchaser based on the categories listed Massachusetts a similar business bust, or The Undersigned is a qualified purchaser below an orgarization described in Section because hershe (atone, or together with SOfic)(3) of the internal Revenue Code of Winer spouse, if investing jointed owns not ACCREDITED INVESTOR STATUS less than SS million :n investments • • 1984 as amended (the -Code). rot I. Individuals, Joint Tenants and IRAs famed for the specific purpose of Setting VI. 'Family Corporations, 'Family in the Fund, with total assets in excess of $5 The Undersigned, either ixividualy a Foundations. 'Family Endowments, milkon; or •Family Partnerships, 'Family Trusts or together with the Undersigned's spouse, has a net worths in excess of S I million. fta Each shareholder, partner, or other other 'Family" [Mitts equity eivner of the Undersigned, as the N. Trusts case might be, is an accredited investa, a (a) The Undersigned was not formed for the specific purpose of investing in the (a) The trust has 6) total assets n excess of (0 The Undersigned is a 'bank' as Fund; S5 mitron, (I) 4 was not famed for the defined in Section 3(412) of the Securities specific purpose of nesting in the Lund, Act or a *savings and loan association' or its) The Undersigned owns not less than SS and (iii) its investment in the Fund is directed other institution referred to in Section milion in nvestments;• • and by a person who has such knowledge and 3(aX5XA) of the Secunties Act, whether Kt The Undersigned is owned directly or experience in financial and business matters acting in its individual a f skxary capacity. indrectty by or for 6) two a more natural that he a she k capable of evaluating the a persons who are (A) related as strings a ments and risks of an investment in the (C The Undersigned is a 'broker a spouses (including former spouses), or (8) fund, a dealer' ngstered pursuant to Section 15 of direct lineal descendants by birth a (b) Each Grantor of the trust has the the Secwities Exchange Act, or adoption. (hi spouses of such persons, power to revoke the trust and regain tide to (n) the estates of such persons a the trust assets, and each grantor d an fel The Undersigned is an 'insurance M foundations, charitable organzations accredited investor, or company' as defined in Section 2(a)(13) of trusts established by or for the benefit of the Sectrities no; or such persons (0 The trustee of the tn.& is a 'bank' as defined in Section 3(aX2) of the Securities (0 The Undersigned is an 'irwinvnent VII. Trusts (Other than Truett that Act a a savings and loan association a company' registered under the Investment qualify under VI or VIII hereof) other institution referred to in Section Company Act; or 3(aXSXA) of the Securities Act. (a) The Undersigned was not famed for (g) Tne Undersigned is a 'small business the specific purpose Of investing in the It Retirement Plans investment company' licensed by the U.S. fund, and Small Business Administration under Section (a) The plan has total assets in excess of 55 (301 ) or td) o1 the Small Business (b) The trustee or other authorized person million; a ewes/men% Act; or making decisions with respect to the trust, arid each Settler or other penal who has ite Each participant in the plan is an (Ii) The Undersigned is a 'business contributed assets to the trust, 6 a person accredited investor; or development company' as defined in described in V. VI, VII or IX Section 2taX48) of the ineestment Company (c) The plan is participant directed, with Act a a 'business development company' VIII. Other Entities investment decisions made solely by persons defined in Section 202(0(22i of the fal The Undersigned was not loaned For who are accredited investors; Cr Investment Advisers Act the specific purpose of Investing in the OS Investment decisions fee the plan we Note for Accredited Investor Status: Fund; and made by a 'plan fiduciary' as defined • The term net worth means total assets (b) the Undersigned is an entity, acting for Section 3(21) d ERISA that is a bank, insurance company, registered investment at far market value minus total tabbies. its own account a for the accounts of other adviser or savings and loan association. To calculate net inorth excfude the fair cNalifkid Purchasers, which in the aggregate market yaks of your finnan, residence; di) owns and invests on a discretionary basis count as a Lowey any indebtedness secured not less than 125 milion in investments •' by that property in eaten of the far market value of that Property, except that if you inclined that debl on your properly within 60 days of subscribing for this investment and did not use those funds to purchase that house, you most include the full yaks of the debt as part of your liabilities Private and Confidential 4 SONY_GM_0002044i CONFIDENTIAL EFTA_00131061 EFTA01273269  Schedule 1 (continued) QUAUFIED PURCHASER STATUS (coard) XII. Investors that checked X(b) or X(c) Control Securities may be included in IX. Entities that do not qualify under must also respond YES or NO to XII -investments' if (A) the issuer of the VI•VIR is any direct or indirect beneficial owner of control securities is itself a registered or the Undersigned itself a Section 3(cX1) or private investment company or is exempted the Undersigned is a qualified purchaser from the definition of investment company became each beneficial owner of the XcX7) Company that controls, is conuoded by, or is under common control with the by Rule 3a-6 or Rule 3a-7 under the Investor's securities is a %allied purchaser investment Company Act, (B) the Control as described herein Undersigned? If the Undersigned carton answer NO to XII because it has a control Securities represent securities of an issuer Note: relationship suds a beneficial owner that is that lies reports pursuant to Section 13 or itself a Section Xc)(1) or 3(cX7) Company, ISId) of the Securities Exchange Act. (C) the Trusts may not rely on rein certification even the Undersigned may be reamed to obtain suer of the Control Securities has a class of if al of their beneficiaries are qualified securities listed on a designated off -shore consent from the security holders of such purchasers. Miner securities market under Regulation S under the Securities Act or (0) the issuer of the X. All Investors that an Entities Notes for Qualified Purchaser Status: Control Securities is a private company with shareholders' equity not less than SSO (a) The undersigned is not a 3iC)(1) Cr • • fhe term ' investments- means any million determined n accordance with XcX71Corns>any. or as (1) securities (as defned n the Secuites 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(cX7) Company but does not have ANY lutures contracts or options thereon held statements were issued within 16 months of Prompt,' 30 Holders. or for investment purposes; (31 Physoal the date of Undersigned's purchase of (c) The Undersigned 4 a Section 31.011.; conwpities held for investment purposes, hieing). 3(c%7) Company arid has obtained consent (4) Swaps and other similar financial to as treatment as a qualified purchaser contracts entered into for investment NOTE: In determining whether the SS from all of its Pre-April 30 Holden purpose: (5) real estate held for investment million or SIS million thresholds are met, proposes, and (6) cash and cash equivalents investments can be valued at cost or fair XI. Investors that checked VI or VII may held for investment purposes. market value as of a recent date. If check XI instead oe X investments have been acquired with indebtedness, the amount of the The Undersigned has obtained consent to its indebtedness must be deducted in treatment as a chakfied purchaser ham all determining whether the threshold has been of its trustees. directors or general partners. met Private and Confidential 5 SDNY_GM_000204142 CONFIDENTIAL EFTA 00131062 EFTA01273270  Investor Application Form A. Capital Contribution Applied for. S Note. You: account will be debited for your Cap' tauten plus the Placement Fee of 2% (which may be circumstances). A Placement Fe* cola be in addition to your waived in limited Capital Contribution. Please see the Investor Acknow section for ackfitional information regarding the Placeme ledgement Subscriptions will only be accepted in U.S. Dollars. nt Fee. Account a if vuls <wenn, native I ,IM MOIEMP 8. Investor forma • SSNfpax State/Country t:11 Phone: ID twits lanicenser Feimcel Agee of Anse/ Fax Date dark occupauon: ncin I Preis dem nit Terfc.Mnt Pi )ect Citizenship: taV's Nabonility UM, Mr. Mrs Me Cv inveelot PAtopintakiim A Nerve (Few name. coddle reins min)d. Last nerve) Oil- MOTS MOW" bY (Wiesen enneekit an-am C. Accredited Investor Representation C heck ony one boa By execute's; this Investor Appkation the Undtrogned certifies that he. the, ce 4 its applicable) has read and understands thus investor Application indudng, but not limited to. the the inwuttions to instructions to invellor" under Regulation 0 *nutty, net worth in excess of SI meloncakulale the net worth lot accredited investas; and (ii) is a 'accreted milion fa entilieM and has calculated not worth lot ', tendons (together with spouse) or tots assets as Karim' h trt instructions n this meg*, In excess of SS APPObsiCri Mena read Schedule 1 and check one appropriate box brow. Note that you must be boas an &fledged investor and a quelled order to invest in the Fund purchaser is II Investor is an InctiviclueVAAnoini tenant (with Rights of Survivorship), check here emm If Investor is a Revocable Trust, check here O (IDa or O (Rhea O elk If investor is an irrevocable trust, check here O (RN or 0 lac II Investor is a Participant-Directed RelieteMol Plan. (We hero O ab c II Mentor is Other Retirement Plan, (here here: O Mao, O (*bar O Oki If investor it a Corporation. Partnership, united liablity Company and Other Entity, O DVS or O IN)b or O (Mc or O OM a O (Me or O frull check here. *rifling or O (Anh Private and Confidential 6 CONFIDENTIAL SDNY_GM_00020443 EFTA_00131063 EFTA01273271  Investor Application Form (continued) D. Qualified Purchaser Representation: the Undersigned is a "qualified purchaser' under the Investment Company Act (generaly. individuals. beneficiaries of (Rtiparticipam-directed Math. and Emily/Mist entities must own at least SS million or more in qualified irwiturnenis and entities must ova Qualified Investments) The Undersigned must certify that he, she or it is both an accredited and invest at least S25 million in the fund Please read Schedule 1 and check the appropriate boxes. inwstoi and a quaked purchaser m order to invest In trust entities should read careful), the specific -quaified purchaser' requirements on Schedule 1, &eluding the requirement (for trusts other than truss relying on certifications in VI and VU) that both the trustee (or other authorized person making decisions with respect to the trust) and each Senior or other peon who has contributed assets :o the trust must own at least S5 million in qualified investments. The Linde signed's execution of this Investor Application constitutes certification of the Undersigned's status as a 'qualified purchaser if Investor Kan individual or IRA. or ParticipantAirected Retirement Plan, check here* IN) rf Imesta is *FamPr Corporation FOunclatiOrk 'Family" Endowment ▪ (V)a. b and c AND 0 Neer 0 OW a 0 (pent 0 (Xl) 'Family" PritrenhipS, 'family" Trusts or Other EntrlieS, Check hat It Infester is a Trust (other than a few that guard-sounder vi or O (Vina and h AND 0 Moor 0 Mb' or 0 Ode or 0 MI) ‘410, check here: If !month is another type of O (Olga and b AND 0 Maw 0 OW or 0 Mr or 0 the Entity. check here If investor is an Entity that does not quality under VINO!. chock • (0) AND 0 Marc D Pgb• or 0 doe or D go hem 'Investors that checked /OP nt yew riewaied00ber °Mellow. or X(c) must also respond °lea YES OR NO MOW YES or NO to item X.0 0 YES or 0 NO E. Benefit Plan Investor Status: Please certify, by checking the alVircinate box below, whether the InvelSor is or wil be described it any of the following categories (1) an "employee benefit pion" us deleted in Section 3(3) Of EftSA) that is subsea to EILISA: la a 'Man" (as (Jetted in Section 4975(eXt) that is sublecl to Section 4975 of the Code or (3) an entity which Is deemed to LW a -benefit plan investor - or so hold "Man asses" of the Code) Assets Rules by reason Of equity investments in Stith entity by one or more persons described in clause under the Nan (t) or (2) above. Examples of the foregoing include. among Other things. 'Keogh' plans, other tax.quafified retirement plant IRAs. (*ruin oiler types of employee accounts) and entities that are deemed to hold 'plan assets' thereof. benefit Plans (and Check one' CI YES or 12(NO F. Controlling Person Status: Please certify. by checking the appropriate box below, whether the Investor s a sea be descnbed in any 01 the following categories 0 a person or entity that has discretionary authority or control With respect to the assets of the Fund. Oa a person or entity that provides investment advice fora fee (director indirect/ with respect to the assets of the hand or 4.) an 'affiliate- of r person or entity described in clause (0 or 60 abate. For purposes of this representations an -Oriole of a person Of entity includes any person Of emit/ Controlling. controlled by a undo common conoOl with the nelson or entity. el iding by reason of hiving the power to exercise a controlling influence over the maned/wren:I Or Policies of the person or entity. Check one. 0 YES or leCIO Private and Confidential 7 SDNY_GM_00020444 CONFIDENTIAL EFTA 00131064 EFTA01273272  Investor Application Form (continued) G. Certification Regarding Initial Public Equity Offerings: Rule 5130 'Restricted Persons' 3 :44.:. . . ; The Fund may elect (Mt to invest in new issues even if yore individual account is eigkile for such transactions • Please initial the appropriate statement The Unckwsigned has initialed those summents below which apps to it or. V the Ondertigned is a corporation. partnershm. bus; or other toNy. %Mild) diVy to any person luring a lloneficiallnterest in the Undersigned: The Wrote. is any of the foltossAng: (a: A PNRA member him or of broker dealer •••• • (b) An officer. director, general partner, associate° person or employee of a FINRA member fain o: other Covered Broker Dealer; (c) An agent daft:mired Broker Dealer if the agent is engaged in the investment banking or securities bullpen (c0 An immediate Family Member of a person specified in fb) or (c) above. (a) A finder or other person acting n a fiduciary capacity to a Covered Broker Dealer naming attorneys, accountants and financial consultants: - (0 A person who has the authOnly *buy or sell secwilies for a bank. savaOs and loon institution. insurance company. investrrent company. investment advise[ d Collective Investment Account. (g) An Immediate Farndy Member Mammon specified In (e)or (0 above who receives horn a provides to such person Material Support. - (h) A person tided for required to be bee/ in Schreckae A or Schedule C to Form 8() IS owning 10% Deafer; a more of a Coveted Evoker - 0) A person Hued (or requiwis to be Wert in Schedule 8 or Schedule C a Form BD whose ownershrP 'Mein' 0 in a person Inked in fit 0 Apemen that owns deectty a Witettly 10% or mote of a putific reporting company bled (or required to be fisted ) Schedule A ol Form SO with respect to a Covered Stoke( Deter. Other than a soak <organs that is fisted on a national securities exchange. - (k) A person that owns °erectly a indirectly 25% or more 01 a pubic reporang company that is a person lined in (i) above other than a pubic company that o lisped on a national secunbes exchange: (I) An Immediate Family Member of a tenon tested in (hi through (k) above who recesses from or mantles to such person Material Support; (m) An account (Inducing a corpormson, partnership. !ended bebsiy company, trust ce other entity) in which any of the persons referred to in (a) through 0) above has a Banelcial lowest (any person in (al through (m). a •5130 Restricted Person') The investor is none of the above. For Entities only If you initialed any of Item (a) through (n) above, you may sill be ebflible to Pertldpate in Thew issues" if you satisfy one of ter exemptions listed under 'New has Exernpilons• at the beck of the Subscription Agreement If so, plan specify the exemption nuinber (1 through 10) here (exemption 1(b) is not avallablek NOTE: Exemptions ere not appliraide for individual ratiminant accounts. individual or joint account, UGIMA or UllIAA Amount; %ANA are treated as newel persons for this purpose. Private and Confidential a SDNY_DM_00020445 CONFIDENTIAL EFTA_00131065 EFTA01273273  Investor Application Form (continued) G. Certification Regarding Initial Public Equity Offerin gs (eOntd): i:.sc. 3t : Rule 5131 "Covered Persons" • ( I) Phase initial belowIl applicable or lithe investor is a Beneficial Interest in the investor- corporation. partnershP, trust or other entity. which apply to any person haring The investor. or any person haling a Beneficial Interest in the Investor, is 9 an executive officer or *kw of a Pubic or a Covered Non-Pubk Compary, or 9) a person receiving Company Material Stewod by an executive office or &actor of Company er a Covered efor.4119K ComPami(aeW person in (i) a 6). a'5131 Covered Person"). (2) II you initiated statement (1) above, you must name each relevant Pubk Company andke Covered Non-Pubic Company: (3) If you Initialed statement (11 above. please initial the following oily if such appicaSe Pubic Company or Covered NonPublic Compan y: (a) is currently a diets rkeWirg Inuesintent Banking Services provided a member for Investment Barium Services rn the past 12 by ARRA member, or has paid compensation to a MIRA months; (0) expects to man a FINRA Member for Investment Banking Services within the next 3 mondw or (0 has entered into an express or implied obligation, directly MIRA member for the performance of future Investment or indireCtly through its erkuthe officers or directors. to retain a Bening Services. H you initialed any of items (a) through (c) above, you may still be eliale to participate in "new issuer If you exemptions listed under New Issues Exemptions' sad* one of the at the back of the Subscription Agreement If so, please specify the exemption number here (exemp tion 1(a) is not available): H the Investor has represented that he, she or it is represents that he, she or it understands that not a "Restricted Person' or a "Covered Person", the this Investor further should the account become a 'Restricted Person' or certificate expires after one year and agrees proem* to notify the rood "Covered Person". H. Government Entity Status C) Is the Investor a Government Taws C) Yes 1/tio fie if the Investor is acting as agent, reprosentatike or nominee to one or more investors. is any ol such mveston a Government Entity) O Yes ti/ No (ii) If the answer to question GI) is "Yes', please imitate the navies ol any such investor Private and Confidential 9 SDNY_GM_00020446 CONFIDENTIAL EFTA_00131066 EFTA01273274  Investor Application Form (continued) FIFA Bylaw 1101 Certification (Meese initial es appropriate:, Individual, IRA. Joint and Foundation Investor= The biretta represents and warrants that it is an inctodual. IRA or a foundation and that It is not required to be a member 01 the National Futures Association rt ,fAl or to be *capered with the Commodity Futures Trading Commission ("CFTC") n any rapacity. ilelmar comma on to Section A. fewest°, Acknowledgement) OR All Other Entity Investors The Invest°, (or, d the Investor is a commodity pool the opersor thereof) represents and warrants it n not requred to be a member of the NM or to be se ts eed with the CFTC in any capacity (Pleas* note. while not Sways the case, generally, certain private investment vehicle such as single member limited lability companies and certain limited partnerships comprised of family members, among *them, should initial this section and below if applicable.) If the Investor is a hand or another investment entity and initialed item (0) above. please compete the Mowing. The freesia is a lamay swestrnent vehicle whew participants include only spouses, children, in-laws, cousin, or the Investor is a far* dike and has tiled a notice with the CRC under No-Action teller grandparents 12.37 and The Inrestoi relies upon an exemption from registration under CFTC Rule 4.13 and has hied a notice darning this exemption with Ow NFA The Investor relies upon an exclusion from the definition of the tom 'commodity pool operator' under CFTC Rule 4.5 and has feed a entitle darning this exemption with the NFA The Ineettot 6 a nontentrieulny pan, a connibAcey defined benefit plan', a governmental elan, 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 othenvne is not required to register "nth the CFTC (please indicate below the applicable ecerresion upon wrath the investa relies or indica* the bass upon which the Investor has determined