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EFTA00237385 | EFTA00237397 Subscription Agreement (continued) (iv) The Member Designee, in the case of a membermanaged fund, a U8S Fund Adviser, L.L.C., in the case of a non-member-managed fund, with respect to the Fund, is exempt from registration as a "commodity pool operator with the CFTC pursuant to the exemption under CFTC Rule 4.13(a):3; for privately-offered commodity pools whose participants are limited to certain highly sophisticated investors and non-U S. posers. Therefore, unlike a registered commodity pool operator, the Member Designee or LISS Fund Adviser. L L C . as the case may be. is not required to deliver a disclosure document and a certified annual report to participants in the pool. The Fund may operate a an exempt commodity pool pursuant to the CFTC exemptions set forth above with respect to commocfity pools offered and sold solely to (a) natural persons into are 'qualified eligible persons' under CFTC Rule 4 Ma1:21. including, among others, "quailed purchasers," and lb nonnatural persons who are either "quaffed eligible persons" under CFTC Rule 4.7. ncludirg 'qualified purchasers,' or "accredited investors," ;V: The Undersigned is either a natural person who is a "qualified eligible person" under CFTC Rule 4 74421, including, among others, 'qualified purchasers: or a non-natural person who is either a "qualified eligible person' under CFTC Rule 47. including "quakfied purchasers." or an "accredited investor: and (vi) laJ Certain of the Fund's direct or indirect investments may be PFKs and* CFCs for U S federal income tax purposes, lb in connection with such investments, various 'aMi.deferral" provisions of the Code mid potentialy cause the Undersigned to recognize taxable income prior to the Fund's or the Undersigned's receipt of distributable proceeds, pay an interest charge on receipts that are deemed as having been deferred, andror recognize ordinary income that, but for the •anti-deferral* provisions, would have been treated as capital gain, and (c) special U federal income tax reporting requirements and other rules may apply to direct and indirect investments on PFICs and CFCs. The Undersigned represents and warrants that he, she or it is familiar with and accepts all possible U S tax consequences to itself, and, if the Investor is a tax-exempt trust, to such Investor's beneficiaries, of a direct or indirect investment in a CFC or PFIC inder the provisions of the Code rincluding any excise taxes that may apply if the Undersigned is a private foundation and special rules that may be applicable to beneficiaries of charitable remainder trusts:, and he, she or it is not relying on the Find, UBSFA, the Placement Agent, or any of their respective affiliates, employees or officers. for U.5 tax advice of any kind whatsoever in this or any other regard The Undersigned acknowledges that an investment in the Fund may have the effect of requiring the Undersigned to file income or other tax returns in jurisdictions :indkdrig non-U S jurisdictions) in which the Fund owns property or conducts or is deemed to conduct business The Undersigned acknowledges and understands that in order for the Find to complete it tax reportng requitement. the Fund must, among other things, receive timely information from the Underlying Fund. The Fund's K-Is most likely wi not be available prior to April 15 and, accordingly. the Undersigned will likely need to obtain extensions fog the fling of la, her or its own tax return If the Undersigned is an IRA, a qualified retirement plan a other tax-exempt entity, it acknowledges and understands that the Fund and the Underlying Fund are permitted to make investments that will generate UBTI To the extent that any such investments generate UBTI. such UBTI would bow through to the Undetsigned and the Undersigned may be required to make payments, including estimated payments, and file an income tax retum for any taxable year in which it has UBTI To file an income tax return, it may be necessary for an IRA, a qualified retirement plan or other tax-exempt entity to obtain an employer identification number. Since the Find is not required to avoid creating UBTI. tax.xa erf- accordngly, are strongly urged to consult their own tax advisors regarding the advisability of an investment in the Fund The Undersigned ha had the opportunity to seek independent tax advice in connection with making this investment Neither the Fund, the Placement Agent nor any of their affiliates provide tax advice in connection with this investment The Undersigned acknowledges that the tax and regulatory summaries included in the Memorandum are of an Indicative nature only, do rat constitute tax or regulatory advice and may or may not be relevant to the Undersigned's personal circumstances. (G) The Undersigned has such knowledge and experience in fnancial and business matters that the Undersigned is capable of evaluating the merits and risks of the Undersigned's investment in the Fund and is able to bear such risks, and has obtained, in the Undersigned's judgment, sufficient ',formation from the Fund or its authorized representatives to evaluate the merits and risks of such ',vestment The Undersigned has evaluated the risks of investing in the Fund, understands there are substantial risks of loss incidental to the purchase of an Interest and has determined that the Interest is a suitable investment for the Undersigned (H; The Undersigned is acqUri-ig the Interest for his, her or its own acccunt, for investment purposes only and not with a view toward distributing or reselling the Interest in whole or in part (I) The Undersigned understands that Incentive Allocabons win be made with respect to the Underlying Fund and that the Incentive Alkxation may create an incentive for the Underlying Fund to make investments that are riskier or more speculative than would be the case in the absence of an Incentive Allocation ft. If this investment is covered by an agreement under a UBS advisory program between UBS and the Undersigned, the Undersigned acknowledges that if the Undersigned chooses to exit such UBS advisory program, the Undersigned may be charged the sane Administrative Fee paid by those Members of the Fund that are not subject to an advisory piograni, may be required to redeem out of the advisory share class or may be required to switch into a non-advisory share class. Such action may result in tax consequences and other penalties, and the Undersigned should consult his tax advisor on this and other matters before making an investment in the Fund. (K) The Undersigned understands that by investing in the Fund. the Investor w,R bear his. her or its proportionate share of expenses and fees a an Investor in the Fund and, indirectly. similar fees, expenses and the Incentive Allocation of the Underlying Fund. (U Except a disclosed in the Investor Application Form. the Undesired is not a 'Benefit Man Investor (a such term is defined in the Plan Assets Rules. and generally includes (i) "employee benefit plans" (as defined in Section 3(3) of ERISA) that are subject to the fiduciary respombility provisions of ERISA, (ii) "plans" (as defined in Section 4975: ( I ) of the Code) that are subject to Section 4975 of the Code (including an IRA or Keogh Man), and (iii) entities that would be deemed (under the Mai Assets Rules) to be holding the assets of such an "employee benefit plan' or "plan' for purposes of ERISA or Section 4975 of the Code). If the Undersigned has represented n the Investor Application Form that it is not and will not be a Benefit Man Investor, and thereafter the Undersigned becomes a Benefit Plan Investor, then, without limiting the remedies against the Undersigned for its breath. the Undersigned shall immediately nobly the Fund in writing as to what percentage of its assets constitute "plan assets" under the Plan Assets Ruses Thereafter, the Undersigned shall immediately notify the Fund in writing upon any change in the
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