ARTICLE XII AMENDMENTS; POWER OF ATTORNEY 12.1. Amendments (a) Except as otherwise provided in this Section 12.1 or in Section 10.2(c), this Agreement may be amended, in whole or in part, with the approval of (i) the Member Designee, (ii) not less than a Majority in Interest, and (iii) the Administrator; provided, that that with the approval of the Administrator, the Member Designee may approve (x) any amendment that would not materially and adversely affect the Members or (y) any amendment of a type described in Section 12.1(c), without the consent of the Members. (b) Any amendment that would: 0) increase the obligation of any Member to make any contribution to the capital of the Fund (other than as provided in this Agreement); or (ii) reduce the Capital Account of any Non-Defaulting Member other than in accordance with Article VI; may be made only if (A) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (B) such amendment does not become effective until (1) each such Member has received notice of such amendment and (2) any such Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Member Designee) to withdraw his or her entire Interest. (c) By way of example only, the Member Designee at any time with the consent of the Administrator, but without the consent of any of the Members, may: 0) restate this Agreement together with any amendments hereto which have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii) amend this Agreement to implement any of the actions taken with respect to a Defaulting Member as specified in Section 5.3(d); (iii) amend this Agreement (other than with respect to the matters set forth in Section 12.1(b)) to effect compliance with any law or regulation which is in effect from time to time and applicable to the Fund or the Member Designee or to cure any ambiguity or to correct or supplement any provision hereof; provided that such amendment does not adversely affect the rights of any Member in any material respect; (iv) amend this Agreement to make such changes as may be necessary or desirable, based on advice of legal counsel to the Fund, to assure the Fund's continuing eligibility to be classified for U.S. federal income tax purposes as a partnership which is not taxable as a corporation under Section 7704(a) of the Code; (v) amend this Agreement to increase Member rights, including with respect to voting; ER305378-MAXWELL B-52 CONFIDENTIAL UBSTERRAMAR00002074 EFTA00237705

(vi) amend this Agreement in any manner that would not materially and adversely affect Members; (vii) amend this Agreement to reflect a change in the name of the Fund; (viii) amend this Agreement to make such changes as may be necessary or desirable to reflect any changes to the Underlying Fund Documents; or (ix) amend this Agreement to adopt any changes in connection with the establishment, issuance or implementation of a new class of interests pursuant to Section 1.12. 12.2. Power of Attorney. (a) Each Member hereby irrevocably makes, constitutes and appoints the Administrator, the Member Designee, and, in accordance with Section 11.2, any duly elected liquidating trustee of the Fund or other representative designated in writing by a Majority in Interest, with full power of substitution, the true and lawful representative and attorney-in-fact ("Attorney-in-Fact") of, and in the name, place and stead of, such Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file or publish: (i) any amendment to this Agreement made in accordance with the provisions hereof; (ii) any amendment or other filing with respect to the Certificate of Formation of the Fund required because this Agreement is amended or as otherwise required by the Act; (iii) any instrument, document and certificate that may be required to dissolve and terminate the Fund and cancel its Certificate of Formation; (iv) any instruments, documents and certificates as may be necessary or advisable to effect or implement the transactions described in Section 4.4 (Parallel Funds), Section 4.5 (Alternative Vehicle) and Section 4.6 (Cayman Vehicle), induding execution of organizational documents with respect to a Parallel Fund, Alternative Vehicle or Cayman Vehicle; and (v) all other such instruments, documents and certificates which, in the opinion of legal counsel to the Fund, from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the Fund may determine to do business, or any political subdivision or agency of any of them, or which such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Fund as a limited liability company under the Act. (b) Each Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by the Fund or with respect to the Fund by the Attorney-in-Fact without such Member's consent. If an amendment to the Certificate of Formation of the Fund or this Agreement or any action by or with respect to the Fund is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection which such Member may assert with respect to such action, the attorney-in- ER305378-MAXWELL 8-53 CONFIDENTIAL UBSTERRAMAR00002075 EFTA00237706

fact appointed hereby is authorized and empowered, with full power of substitution, to exercise the authority granted hereby in any manner which may be necessary or appropriate to permit such amendment to be made or action lawfully taken or omitted. Each Member is aware that the Attorney-in-Fad will rely on the effectiveness of the power-of-attorney contained in this Section 12.2 with a view to the orderly administration of the affairs of the Fund. (c) The power-of-attorney contained in this Section 12.2 is a special power-of-attorney and is coupled with an interest in favor of the Attorney-in-Fact, and as such: (i) shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any party granting such power-of-attorney, regardless of whether the Fund, the Attorney-in-Fact or any other Person has had notice thereof; and (ii) shall survive any Transfer by a Member of the whole or any portion of such Member's Interest; provided that, in the event that the Transferee has been approved by the Member Designee for admission to the Fund as a Substitute Member, such power-of-attorney given by the Transferor shall survive such Transfer for the sole purpose of enabling the Member Designee to execute, acknowledge and file any instrument necessary to effect such substitution. (d) Pursuant to §18-204(c) of the Act, the power of attorney contained in this Section 12.2 is irrevocable and coupled with an interest sufficient to support an irrevocable power and shall not be revoked, in whole or in part, by any subsequent power of attorney executed by a Member and shall not revoke, in whole or in part, any previous power of attorney entered executed by a Member; provided however that this power of attorney granted to UBSFA in its capacity as Administrator or Member Designee, or to any Qualified Replacement shall terminate upon their resignation or removal in accordance with the terms of this Agreement. ER305378-MAXWELL 8-54 CONFIDENTIAL UBSTERRAMAR00002076 EFTA00237707

ARTICLE XIII MEETINGS OF MEMBERS 13.1. Meetings. Meetings of the Members may be called by the Member Designee or by at least 20% in Interest (the "Soliciting Members"). In the case of a meeting called by the Soliciting Members, a written proposal to call a meeting signed by the Soliciting Members and indicating the purpose for which the meeting is to be called shall be provided to the Member Designee. 13.2. Notice and Date. Within 60 days after receipt by the Member Designee of a notice from the Soliciting Members requesting a meeting, the Member Designee shall cause a notice of such meeting to be given to each Member. A meeting of Members shall be held at a time and place determined by the Member Designee within 60 days after such notice is given. A Majority in Interest represented in person shall constitute a quorum at a meeting of Members. 13.3. Record Date. For purposes of determining the Members entitled to notice of or vote at any meeting, the Member Designee may set a record date, which date for purposes of notice of a meeting shall not be less than 10 days nor more than 60 days before the date of the meeting. 13.4. Conduct of Meeting. The Member Designee shall have full power and authority concerning the manner of conducting any meeting of Members, including the existence of a quorum, the conduct of voting, and the determination of any controversies, votes or challenges arising in connection with or during such meeting or voting. The Member Designee shall designate an individual to serve as chairman of any meeting and shall further designate an individual to take the minutes of any meeting, which individuals may be directors or officers of the Member Designee. 13.5. Minutes. All minutes of meetings of the Members shall be kept with the records of the Fund maintained by the Member Designee. ER305378-MAXWELL B-55 CONFIDENTIAL UBSTERRAMAR00002077 EFTA00237708

ARTICLE XIV MISCELLANEOUS 14.1. Notices. Each notice to a Member relating to this Agreement shall be in writing and shall be delivered (a) in person, by registered, regular or certified mail or by private courier or (b) by facsimile or electronic means; provided that all Capital Call Notices and related notices required by Sections 5.2 and 5.3 may be given by facsimile, e-mail or such other method as the Administrator may designate. Each notice to the Administrator or the Fund relating to this Agreement shall be in writing and shall be delivered by registered or certified mail, return receipt requested. Each such notice to a Member shall be delivered to such Member at its last known address as set forth in the records of the Fund. Each such notice to the Member Designee shall be delivered to the Member Designee at the following address: do UBS Financial Services Inc. 1285 Avenue of the Americas New York, NY 10019 Facsimile: Any Member may designate a new address for notices by giving written notice to such effect to the Member Designee. The Member Designee may designate a new address for notices by giving written notice to such effect to each of the Members. Unless otherwise expressly provided in this Agreement, a notice given in accordance with clause (a) above shall be deemed to have been effectively given on the fifth calendar day after such notice is mailed to the proper address by registered, regular or certified mail, return receipt requested, on the first Business Day after such notice is sent to the proper address by Federal Express or any other overnight courier, or at the time delivered when delivered in person, as applicable. 14.2. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute a single agreement. 14.3. Table of Contents and Headings: Rules of Construction. (a) The table of contents and the headings of the articles and sections of this Agreement are inserted for convenience of reference only and shall not be deemed to constitute a part hereof or affect the interpretation hereof. (b) All Article and Section references used in this Agreement, unless otherwise provided, are to Articles and Sections of this Agreement. Any reference to "this Article" appearing within a particular Section of an Article is a reference to such Artide as a whole, and any reference to "this Section" appearing within a particular paragraph or clause of a Section is a reference to such Section as a whole. (c) Unless the context otherwise requires: (i) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles applicable in the United States from time to time; (ii) "or" is not exclusive; (iii) the words "herein", "hereof", "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision thereof; (iv) "including" means induding without limitation; and (v) words in the singular include the plural and words in the plural include the singular. ER305378-MAXWELL B-56 CONFIDENTIAL UBSTERRAMAR00002078 EFTA00237709

14.4. Successors and Assigns. This Agreement shall inure to the benefit of the Members, the Administrator, the Member Designee and the Covered Persons (and, subject to Section 10.1, their respective successors, permitted assigns and, in the case of individual Covered Persons, heirs and legal representatives), and shall be binding upon the parties hereto, and, subject to Section 10.1, their respective successors and permitted assigns. 14.5. Severability. Every term and provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such term or provision shall be enforced to the maximum extent permitted by law and, in any event, such illegality or invalidity shall not affect the validity of the remainder of this Agreement. 14.6. further Action. Each Member shall execute and deliver such other certificates, agreements and documents, and take such other actions, as may reasonably be requested by the Administrator or Member Designee in connection with the formation of the Fund and the achievement of its purposes or to give effect to the provisions of this Agreement, in each case as long as such actions are not inconsistent with the terms and provisions of this Agreement. Without limiting the generality of the foregoing, each Member shall execute and deliver any documents that the Administrator or Member Designee determines to be necessary or appropriate to form, qualify or continue the Fund as a limited liability company in all jurisdictions in which the Fund conducts or plans to conduct its investment and other activities and all such agreements, certificates, tax statements and other documents as may be required to be filed by or on behalf of the Fund. 14.7. Determinations of the Administrator or the Member Designee. Unless otherwise expressly provided in this Agreement or the Administrative Services Agreement, any determination, decision, consent, vote or judgment of, or exercise of discretion by, or action taken or omitted to be taken by the Administrator or the Member Designee under this Agreement or the Administrative Services Agreement shall be made, given, exercised, taken or omitted, as applicable, as the Administrator or the Member Designee may determine in its sole and absolute discretion, and in connection therewith, the Administrator or the Member Designee shall be entitled to consider only such interests and factors as it deems appropriate, including its own interests, and shall act in good faith. 14.8. Non-Waiver. No provision of this Agreement shall be deemed to have been waived unless such waiver is given in writing, and no such waiver shall be deemed to be a waiver of any other or further obligation or liability of the party or parties in whose favor such waiver was given. 14.9. Applicable Law; Arbitration. (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WHOLLY WITHIN THAT JURISDICTION WITHOUT REFERENCE TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF. (b) Subject to Section 14.10, each Member and any Member Designee agree to submit all controversies arising between or among Members or one or more Members and the Fund and/or the Member Designee in connection with the Fund or its business or concerning any transaction, dispute or the construction, performance or breach of this or any other agreement, whether entered into ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00002079 EFTA00237710

prior to, on or subsequent to the date hereof, to arbitration in accordance with the provisions set forth below. Each Member understands that: (i) arbitration is final and binding on the parties; (ii) the parties are waiving their rights to seek remedies in court, including the right to jury trial; (iii) pre-arbitration discovery is generally more limited than and different from court proceedings; (iv) an arbitral award is not required to include factual findings or legal reasoning and a party's right to appeal or to seek modification of rulings by arbitrators is strictly limited; and (v) a panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. (c) Controversies shall be determined by arbitration before, and only before, an arbitration panel convened by The Financial Industry Regulatory Authority, Inc. to the full extent permitted by law. The parties may also select any other national securities exchange's arbitration forum upon which a party is legally required to arbitrate the controversy, to the full extent permitted by law. Such arbitration shall be governed by the rules of the organization convening the panel, to the full extent permitted by law. Judgment on any award of any such arbitration may be entered in the Supreme Court of the State of New York or in any court having jurisdiction over the party or parties against whom such award is rendered. Each Member agrees that the determination of the arbitrators shall be binding and conclusive upon them. (d) No Member shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action unless and until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the Member is excluded from the class by the court. The forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein. (e) Notwithstanding the foregoing, nothing contained herein shall constitute a waiver or limitation of any rights that the Fund or the Members may have under applicable securities or other laws to the extent such rights cannot be contractually waived or limited. 14.10. Confidentiality. (a) Each Member covenants that, except as required by applicable law or any regulatory body, it will not reproduce, disclose, distribute or make available (or cause to be reproduced, disclosed, distributed or made available) to any other person the Confidential Information without the prior written consent of the Member Designee, ER305378-MAXWELL B-58 CONFIDENTIAL UBSTERFtAMAR00002080 EFTA00237711

which consent may be withheld in its sole discretion. Without limiting the foregoing, each Member acknowledges that notices and reports to Members hereunder may contain material non-public information concerning, among other things, Portfolio Investments and agrees not to use such information other than in connection with monitoring its investment in the Fund and agrees, in that regard, not to trade in Securities on the basis of any such information. Notwithstanding the foregoing or anything else in this Agreement to the contrary, each Member (and each employee, representative, or other agent of such Member) may disclose to any and all persons, without limitation of any kind, the federal income tax treatment and tax structure of (i) the Fund and (ii) any of its transactions, and all materials of any kind (including opinions or other tax analyses) that are provided to such Member relating to such tax treatment and tax structure. The parties hereto agree that irreparable damage would occur if the provisions of this Section 14.10 were breached. It is accordingly agreed that the Member Designee on behalf of the Fund shall be entitled to an injunction or injunctions to prevent breaches of this Section 14.10 and to enforce specifically the terms and provisions hereof in any court of the U.S. or any state having jurisdiction, in addition to any other remedy to which they are entitled at law or in equity. Each Member acknowledges that the other Members, the Fund and the Member Designee are relying on such Member to maintain the confidentiality of any information relating to such other Members, the Fund, the Member Designee and the affairs thereof. Accordingly, the Members hereby acknowledge and agree that the rights of a Member to obtain information from the Member Designee and the Fund shall be restricted, in the Member Designee's sole discretion, to only those rights provided for in this Agreement or otherwise granted by the Member Designee in its sole discretion, and that any other rights provided under section 18-3O5(a) of the Delaware Act shall not be available to the Members or applicable to the Fund, except as otherwise provided by the Member Designee in its sole discretion. The Member Designee and the Fund, in the Member Designee's sole discretion, may also keep confidential and not disdose to any or all Members, and may require the Members to keep confidential, any information, including, without limitation any information regarding any other Member or Members, correspondence with any other Member or Members, or other Confidential Information. (b) In order to preserve the confidentiality of certain information disseminated by the Member Designee, the Administrator or the Fund under this Agreement that a Member is entitled to receive pursuant to the provisions of this Agreement, the Administrator may (i) provide to such Member access to such information only on the Fund's website in password protected, non-downloadable, non-printable format or (ii) require such Member to return any copies of information provided to it by the Administrator or the Fund. (c) The Administrator on behalf of the Fund shall have the right to keep confidential from the Members for such period of time as it deems reasonable any information which the Administrator reasonably believes to be in the nature of trade secrets or any information the disclosure of which the Administrator in good faith believes is not in best interest of the Fund or could damage the Fund or its business which the Fund is required by law or by agreement with a third party to keep confidential. (d) Any obligation of a Member pursuant to this Section 14.10 may be waived by the Administrator in its discretion. ER305378-MAXWELL 8-59 CONFIDENTIAL UBSTERRAMAR00002081 EFTA00237712

14.11. Survival of Certain Provisions. The obligations of each Member pursuant to Section 6.15 and Article IX shall survive the termination or expiration of this Agreement, the dissolution, winding-up and liquidation of the Fund. 14.12. Waiver of Partition. Except as may otherwise be provided by law in connection with the dissolution, winding-up and liquidation of the Fund, each Member hereby irrevocably waives any and all rights that it may have to maintain an action for partition of any of the Fund's property. 14.13. kntire Agreement. This Agreement (together with the Investor Applications and the Administrative Services Agreement) constitutes the entire agreement among the Members (in the case of the Investor Applications, with the Fund, in the case of the Administrative Services Agreement, by the Fund on behalf the Members with the Administrator and the Member Designee) with respect to the subject matter hereof and supersedes any prior agreement or understanding among them with respect to such subject matter. The representations and warranties of the Fund and the Members in the other provisions of the Investor Applications shall survive the execution and delivery of this Agreement. 14.14. Fund Counsel. Each Member hereby acknowledges and agrees that Ropes & Gray LLP or any other law firm retained by the Fund, the Administrator and/or the Member Designee in connection with the organization of the Fund, the offering of interests in the Fund, the management and operation of the Fund, or any dispute between or among the Fund, the Administrator or the Member Designee and any Member, is acting as counsel to the Fund, the Administrator or the Member Designee, as the case may be, and as such does not represent or owe any duty to any Member or to Members as a group. 14.15. Anti-Money Laundering and Anti-Terrorist Laws. Notwithstanding anything to the contrary contained in this Agreement, the Administrator and the Member Designee, in their own name and on behalf of the Fund, shall be authorized without the consent of any Person, including any other Member, to take such action as it determines in its discretion to be necessary or advisable to comply with any anti-money laundering or anti-terrorist laws, rules, regulations, directives or special measures, including the actions contemplated in any Investor Application. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) ER305378-MAXWELL 8-60 CONFIDENTIAL uBSTERRAMAR00002082 EFTA00237713

THE UNDERSIGNED ACKNOWLEDGE HAVING READ THIS AGREEMENT IN ITS ENTIRETY BEFORE SIGNING, INCLUDING THE PRE-DISPUTE ARBITRATION CLAUSES SET FORTH IN SECTION 14.9 AND THE CONFIDENTIALITY CLAUSES SET FORTH IN SECTION 14.10. WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the day and year first above written. UBS Fund Advisor, L.L.C., as Member Designee By: Name: Title: Authorized Signatory By: Name: Title: Authorized Signatory Initial Member (solely to reflect resignation from the Fund as set forth in Section 1.8): UBS Fund Advisor, L.L.C. Member: Type or print name of Member Signature' ' Members' signatures are included in each Member's Investor Application. ER305378-MAXWELL 8-61 CONFIDENTIAL UBSTERRAMAR00002083 EFTA00237714

02015 UBS financial Services Inc All 'ohm reserved Member SIPC 110110-2713-003 Ms Financial Serwkos Inc. is • subsidiary of LOS AO. 4311BAS3-MAXWELL te nor! Unknon n document property name. CONFIDENTIAL UBSTERFtAMAR00002084 EFTA00237715

*UBS AlphaKeys Funds UBS Funds Disclosure Statement under Rule 506(d) This brochure provides information about certain disciplinary matters relating to the AlphaKeys Funds and the UBS Funds (collectively, the Funds), our parent company UBS AG, UBS Fund Advisor LLC (the Funds' Member Designee, Managing Member or Administrator), UBS Financial Services, Inc. (the Funds' Distributor), as well as certain executive officers of those entities and other persons involved in the offering of the Funds. Additional information about UBS Fund Advisor LLC and UBS Financial Services, Inc. and their associated persons is also available on the SEC's website at www.adviserinfo.sec.gov. This brochure is current as of May 20, 2015 and is subject to change. ER305378-MAXWELL Page ; CONFIDENTIAL UBSTERFtAMAR00002085 EFTA00237716

Disclosure Statement under Rule 506(d) UBS Fund Advisor LLC (Member Designee, Managing Member, Administrator) Date of Action: Jan. 9, 2009 Brought By: CFTC Allegations: UBS Fund Advisor LLC violated Sections 6(c) and 6(d) of Commodities Exchange Act and did not file with the National Futures Association the commodity pools' annual reports in a timely manner or deliver to pool participants. Disposition: Cease & Desist from violating Regulation 4.7(b)(3)(i) and CFR 4.7(b)(3)(i)(2008) and pay a civil penalty Civil Penalty: 550,000 UBS Financial Series Inc (Distributor) 2. Date of Action: August 22, 2011 Entity: UBS Financial Services, Inc. Brought By: New Hampshire Bureau of Securities Regulation Allegations: UBS sold Lehman Structured Products to clients (specifically referencing three particular investors), who were not made aware of the risks of these products and failed to inform clients of Lehman financial condition prior to Lehman's bankruptcy. It was also alleged that the firm's recommendations to a small number of New Hampshire residents to purchase Lehman Structured Products were unsuitable. Disposition: Consent Order Administrative fine of 5100,000; Investigation costs of 5200,000; Administrative payment of 5700,000 3. Date of Action: May 4, 2011 Brought By: SEC, Internal Revenue Service (IRS), Dept. of Justice (D08, State Attorney General of 24 States UBS AG and UBS Financial Services Inc. reached settlements with the SEC, the IRS, the DO1 and a group of State Attorneys General regarding investigations into the conduct of certain former employees in UBS Financial Services' former municipal reinvestment and derivatives group from 2001 to 2006. Allegations included violations of: Section 15(c)(1XA) of the Securities Exchange Act of 1934, Section 1 of the Sherman Act, and IRS regulations in bidding practices and representations made involving the investment of proceeds of municipal securities transactions. Disposition: SEC: Waiver and Consent to Final Judgment enjoining UBS from violating Section 15(c) of the Act, disgorgement of profits, interest and civil penalty; IRS: Closing Agreement; DOJ: Non- prosecution Agreement SEC: Disgorgement of 59,606,543 plus interest of 55,100,637 and civil penalty of 532,500,000; IRS: penalty of 518 million and restitution of 4.3 million; States: $70.8 million plus $20 million credited from the SEC settlement 4. Date of Action: Dec. 22, 2008 Brought By: Securities and Exchange Commission (SEC), Massachusetts Securities Division, New York State Attorney General (NYAG) and other members of the North American Securities Administrators Association. Auction Rate Securities (ARS): UBS is permanently enjoined from violations of the broker/dealer anti-fraud provisions. Allegations: Violations of 34 Act Section 15(c) regarding the marketing and sale of Auction Rate Securities. Disposition: Cease & Desist Injunction; Civil Penalty; Consent Judgment Cease & Desist, and Fines in varying amounts currently being paid to all 50 states. UBS Financial Services Inc. (together with UBS Securities LLC) agreed to pay a line of 5150 million (575 million to the NYAG and 575 million allocated to the remaining states). 5. Date of Action: July 16, 2007 Entity: UBS Financial Services Brought By: Attorney General State of NY ER305378-MAXWELL Page 2 of 4 CONFIDENTIAL UBSTERFtAMAR00002086 EFTA00237717

Disclosure Statement under Rule 506(d) Aliegations: Non-oiscretionaly lee-based oioberage accounts offereo by Obi were unsuitable for certain dients and fees/commissions were higher than non- fee based accounts Disposition: Remediation to Customers & Penalty to State of NY Remediation: 521,300,000; Penalty: $2,000,000 6. Date of Action: March 7, 2005 Entity: UBS Financial Services Brought By: State of Illinois Allegations: Failure to provide investors with accurate account statements re: callable CD's and failure to supervise. Disposition: Fine Fine: $95,000 7. Date of Action: April 28, 2003 — March 19, 2004 Entity: UBS Financial Services and affiliates Brought By: Secretary of State of 47 States and Washington M. Allegations: Violation of Securities Act regulations regarding research practices and conflicts of interest arising from those practices. Violations of Section 17(b) of the Securities Act of 1933, NYSE Rules 476(a)(6), 401, 472, 476(AX6) and 342, NASD Rules 2210 and 2110 and state securities laws Disposition: Cease & Desist, Fine, Penalty, Disgorgement, Investor Education. Details: UBS Financial Services Inc. (together with UBS Securities U.C) paid a total of 580M (allocated among the states), which includes S25M penalty, S25M as disgorgement, S25M to be used for procurement of independent research and S5M for investor education. Fines varied by State. Financial Advisors of UBS Financial Services, Inc. 8. Date of Action: February 2, 2010 Entity: Individual Financial Advisor Brought By: State of Nevada Details: State of Nevada issued Final Order revoking the Financial Advisor's license to act as a sales representative on Feb. 2, 2010. 9. Date of Action: June 9, 2008 Entity: Individual Financial Advisor Brought By: State of New York Department of Insurance Disposition: Anal Order issued in connection with violations of sections 2123 of the NY Insurance Law and Department Regulation 60 (11 NYCRR 51.5). 10. Date of Action: March 2007 Entity: Individual Financial Advisor Brought By: State of New York Department of Insurance Disposition: Final Order in connection with violations of sections 2123 of the NY Insurance Law and Department Regulation 60 (11 NYCRR 51.5). 11. Date of Action: May 12, 2000 Entity: Individual Financial Advisor Brought By: Ohio Division of Securities Details: The Ohio Division of Securities issued a final order to deny the Financial Advisor's application for a securities sales person license. ER30 378-MAXWELL Page 3 of 4 CONFIDENTIAL UBSTERRAMAR00002087 EFTA00237718

Disclosure Statement under Rule 506(d) UBS AG (Parent Company) 12. Date of Action: May 20, 2015 Brought By: U.S. Department of Justice (DO;), the Board of Governors of the Federal Reserve, Connecticut Department of Banking On May 20, 2015, UBS AG entered into settlements with the DOJ, the Board of Governors of the Federal Reserve, and the Connecticut Department of Banking in connection with their investigations of the global foreign exchange markets. The Federal Reserve and the Connecticut Department of Banking jointly issued an order finding that UBS AG engaged in unsafe and unsound banking practices related to its FX business. Pursuant to the terms of the settlement, the DOJ terminated the 2012 LIBOR Non-Prosecution Agreement with UBS, and UBS AG pled guilty to a single wire fraud charge. UBS AG is also subject to a three-year probation period with significant cooperation and reporting requirements. DOJ: Payment of USD 203 million Federal Reserve: USD 342 million 13. Date of Action: December 12, 2012 Brought By: FSA, FINMA, CFTC Entity: UBS AG On 19 December 2012, UBS AG entered into settlements with the US Department of Justice (DOD, UK Financial Services Authority, and the Commodity Futures Trading Commission (CFTC) in connection with their investigations of manipulation of LIBOR and other benchmark interest rates. The Swiss Financial Market Supervisory Authority (FINMA) also issued an order concluding its formal proceedings with respect to UBS. UBS agreed to pay a total of approximately CHF 1.4 billion in fines and disgorgement. UBS will pay GBP 160 million in fines to the FSA and CHF 59 million as disgorgement of estimated profits to FINMA. FINMA: Reprimand and disgorgement of estimated profits CHF 59 million FSA: Fine GBP 160 million CFTC: Fine, USD 700 milkon 14. Date of Action: January 2011 Disposition: SIX Swiss Exchange Regulation UBS AG was fined for (i) publishing too late internally available information related to expected losses in the summer of 2007 and (2) breaching rules on the provision of information about corporate governance in the 2008 UBS annual report. Disposition: Fine CHF100,000 15. Date of Action: February 2009 Brought By: SEC and US Department of Justice Allegations: UBS entered into a Deferred Prosecution Agreement with the =. and a Consent Order with the SEC in connection with an investigation into the firms Cross-Border business. UBS AG agreed to disgorge profits and pay back taxes. UBS AG will terminate cross-border business serving private clients out on non SEC registered entities. Disposition: Disgorgement ($200,000,000 is to the SEC); Back Taxes Payment, Monetary Sanctions: $380,000,000; 5400,000,000 16. Date of Action: December 2008 Brought By: Swiss Federal Banking Commission Allegations: The cross-border business of UBS AG private dients was investigated and the firm was required to cease operating its non-W9 relationships, and to establish an adequate risk management and control system for this business. Disposition: Injunction 17. Date of Action: May 10, 2004 Entity: UBS AG Brought by: Federal Reserve Bank of New York Details: UBS engaged in U.S. Dollar banknote transactions with counterparties in jurisdictions subject to U.S. sanctions, and certain former officers and employees of UBS AG engaged in intentional acts aimed at concealing, which included falsifying reports, those banknote transactions from the Federal Reserve Bank of New York Disposition: UBS AG consented to the issuance of an order without admitting or denying the allegations and paid a civil penalty of $100 million. ER305378-MAXWELL Page 4 of 4 CONFI DENTIAL UBSTERFtAMAR00002088 EFTA00237719