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Subscription Form
The undersigned subscriber (the “Subscriber”,
which expression includes each subscriber where this Subscription
Agreement is signed by two or more subscribers) acknowledges
having received the Provin Investment Fund Ltd Private Offering
Memorandum (the “Prospectus” which expression
includes all Supplemental Prospectuses relating to the Company’s
Funds) offering for subscription shares (the “Shares”)
of various Classes of the Company and hereby subscribes for
as many Shares as may be purchased for the amount(s) indicated
below on the terms of the Prospectus and subject to the Articles
of Association of the Company. Words and expressions defined
in the
Prospectus and used herein shall have the same meanings.
SUBSCRIPTION AMOUNT(S):
Minimum initial subscription $250,000 (in the aggregate).
Subsequent subscription minimum $100,000.
Provin recommends to the subscriber to review the investment
proposal with the subscriber’s professional advisors
to ascertain whether or not the investment proposal is suitable
for the subscriber’s investment objectives. The Subscriber
hereby agrees to release and forever discharge Provin and/or
any of its representatives, affiliates or subsidiaries from
any and all claims, actions, causes of action, suits and proceedings
of any nature of kind arising from or related to the subscriber
utilizing in any manner whatsoever the Investment Proposal
or the results obtained from the Investor Profile
Questionnaire.
Provin Investment Fund Ltd.
Total Subscription Amount U.S. $
Details of Subscriber(s):
For Individuals:
Mr./Mrs./Ms./
Title:
Surname:
First Name(s):
Address:
E-mail:
Telephone:
Fax:
Mr./Mrs./Ms./Title:
Surname:
First Name(s):
Address:
E-mail:
Telephone:
Fax:
If more than one account holder, please indicate whether they
are:
Acting
Individually, or
Acting
Jointly
The
following checklist of documents are also required. Please
ensure they are also submitted with this form.
Certified
copy of Photo/ID page from passport
Bank
Reference Letter (must have known individual for more than
two years).
Professional
Reference Letter (must have known individual for more than
two years).
Ownership will be recorded in book entry in the Register of
Shareholders of the Company and the Subscriber will receive
a contract note confirming the holding of the Subscriber’s
Shares.
How would you like to receive your order confirmation?
E-mail
Mail
Fax
No
Confirmation
For Corporations:
Name of corporation (“the Company”):
Address:
Date of Incorporation:
Telephone:
Fax:
Jurisdiction of Incorporation:
Type of Corporation:
Beneficial Owner #1
Mr./Mrs./Ms./
Title:
Surname:
First Name(s):
Address:
E-mail:
Telephone:
Fax:
Occupation:
Beneficial Owner #2
Mr./Mrs./Ms./
Title:
Surname:
First Name(s):
Address:
E-mail:
Telephone:
Fax:
Occupation:
The following checklist of documents are also required. Please
ensure they are also submitted with this form.
Certified
copy of Photo/ID page from passport for all principals
Bank
Reference Letter (must have known individual for more than
two years)
Professional
Reference Letter (must have known individual for more than
two years)
Certificate
of Incumbent Directors and Officers
Certified
Copy of Memorandum/Articles of Incorporation
Certified
Copy of Certificate of Incorporation and By-laws
Ownership will be recorded in book entry in the Register of
Shareholders of the Company and the Subscriber will receive
a contract note confirming the holding of the Subscriber’s
Shares.
How would you like to receive your order confirmation?
E-mail
Mail
Fax
No
Confirmation
Resolution
of Directors regarding subscription of Provin fund units (to
be completed by companies only)
I, the Secretary of ………………………………………………………….……………………………,
a Company incorporated
under the laws of ……………………………………HEREBY
CERTIFY that on the ………………………………
day of
…………………………the
following Resolution was passed by the Board of Directors
of the said Company in accordance
with its Articles of Association or By-Laws.
RESOLVED:
1. That (“the Company”) subscribe to Provin Fund
Units.
2. That Provin Funds Limited be authorized and requested to
accept:
? any one of the following acting individually
? any two of the following acting jointly
? all of the following acting collectively
1. Name: ………………………………………..
Signature ………………………………………
2. Name: ………………………………………..
Signature ………………………………………
3. Name: ………………………………………..
Signature ………………………………………
4. Name: ………………………………………..
Signature ………………………………………
These persons are the signatory(ies) and authorized agent(s)
of the company for the purposes of affecting the subscription
of Provin Fund Units. These persons can also affect but are
not limited to the following transactions:
(a) To give all instructions with regard to the subscription,
purchase or redemption of Provin Funds held by the
Company.
(b) To borrow money, with or without security.
(c) To pledge, mortgage, charge or hypothecate any property
of the Company.
(d) To purchase, exchange, sell or otherwise deal in Provin
Fund Units and to give instructions
in connection therewith.
(e) To execute any agreement, instrument, assignment, indemnity,
obligation, endorsement or other document
required in connection with subscription, purchase or redemption
of Provin Funds or any of the above
mentioned transactions.
3. This authority shall remain in full force and may be relied
upon by Provin Funds until the receipt by it of a certified
copy
of the resolution of the Directors of the Company revoking
or modifying the same.
IN WITNESS WHEREOF I have hereunto subscribed my name and
affixed the seal of the Company.
Secretary: ……………………………………………….
Date: ……………………………………
APPENDIX “A”
1. The Subscriber has carefully considered
the Prospectus in advance of completing this Subscription
Form thereby making this application, noting in particular
the “Investment Objectives” and the risk factors
relating to the Fund(s) in respect of which the application
is made, and agrees that the application made hereby is made
on the terms and subject to the Prospectus and the Company’s
Articles of Association.
2. The Subscriber hereby acknowledges and agrees that the
amount of the front-end sales charge, as indicated in the
Prospectus, will be deducted by the Registrar from the subscription
amount indicated above and that the number of Shares (including
fractions) in the selected Fund(s) to be issued to the Subscriber
shall be such number of Shares at a purchase price per Share
determined in accordance with the Prospectus, as may be purchased
with the balance of the
subscription amount (after deduction of the front-end sales
charge).
3. The Subscriber acknowledges that the Company reserves the
right to reject any application in whole or in part.
4. The Subscriber represents and warrants that the Shares
subscribed for pursuant to this Subscription Agreement are
not being acquired directly or indirectly by a Non-Qualified
Person nor in violation of any applicable law.
In particular, the Subscriber acknowledges, represents and
warrants that: (a) the Subscriber is aware and understands
that the Company has not been and will not be registered under
the United States Investment Company Act of 1940, as amended,
and that the Shares have not been and will not be registered
under the United States Securities Act of 1933, as amended,
or the securities laws of any State of the United States and
may not be offered, sold, transferred, assigned or delivered,
directly or indirectly, in the United States or to a U.S.
Person at any time; (b) none of the Subscriber(s) is a U.S.
Person; (c) the Shares subscribed for hereby are not being
acquired for the account or benefit of any U.S. Person or
with a view to their offer, sale, transfer, assignment or
delivery, directly or indirectly, either in the United States
or to or for the account or benefit of any U.S. Person; and
(d) each Subscriber is over the age of 21 and has full right,
power, authority and legal capacity to purchase Shares in
the Company.
5. The Subscriber represents and warrants that the Shares
subscribed for pursuant to this Subscription Form are not
being acquired directly or indirectly by a resident of the
British Virgin Islands. However, this does not prohibit the
Subscription and acquisition of Shares by Cayman Islands'
exempted companies, trusts or
partnerships.
6. The Subscriber agrees not to duplicate or to furnish copies
of the Prospectus, or to divulge any of its contents, to any
person other than its investment, legal or tax adviser (who
may use the information contained in the Prospectus solely
for purposes related to the Subscriber’s investment
in the Company).
7. The Subscriber represents and warrants that the acceptance
of the application to subscribe for Shares made hereby together
with the appropriate remittance will not breach any applicable
money laundering rules and regulations. In particular, the
Subscriber acknowledges that due to anti-money laundering
requirements operating in the Cayman Islands, the Bank (as
administrator and registrar and transfer agent for the Company)
may require further
identification regarding each Subscriber before the application
made hereby can be processed and the Subscriber agrees to
indemnify and hold harmless the Company and the Bank against
any loss of whatsoever nature incurred or arising due to the
failure to process the application made hereby if such information
as has been required has not been provided by the Subscriber
within the time limits for the provision thereof specified.
The Subscriber undertakes to provide such identification,
information and verification of each Subscriber’s identity
in a form reasonably satisfactory to the Bank if so requested.
8. Provin recommends to the subscriber to review the investment
proposal with the subscriber’s professional advisors
to ascertain whether or not the investment proposal is suitable
for the subscriber’s investment objectives. The subscriber
hereby agrees to release and forever discharge Provin and/or
any of its representatives, affiliates subsidiaries from any
and all claims, actions, causes of action, suits and proceedings
of any nature or kind arising from or related to the subscriber
utilizing in any manner whatsoever the Investment Proposal
or the results obtained from the Investor Profile Questionnaire.
9. The Subscriber confirms that the Company and the Bank are
each authorized and instructed to accept and execute any instructions
in respect of the Shares to which the application made hereby
relates given by the Subscriber by facsimile. If instructions
are given by facsimile, the Subscriber undertakes to forward
the original immediately by post or courier to the Registrar.
The Subscriber agrees to indemnify and keep indemnified the
Company and the Bank against any loss of any nature whatsoever
incurred by, or arising to, any of them as a result of acting
on facsimile instructions. The Company and the Bank may rely
conclusively upon and shall incur no liability in respect
of any action taken upon any notice, consent, request or other
instrument believed in good faith to be genuine or to be signed
by properly authorized persons.
10. The Subscriber consents to the details of each Subscriber
relating to the application made hereby and holding of Shares
being disclosed to companies in the Manager’s group
which perform marketing and investor servicing duties.
11. The Subscriber confirms the Subscriber shall be deemed
to make, on a continuing basis, the representations, warranties
and undertakings contained in this Subscription Form unless
the Subscriber notifies the Company to the contrary in relation
toany Shares which the Subscriber may at any time hold or
obtain, and the Subscriber agrees to notify the Sub Registrar
in writing forthwith upon any representation and warranties
contained herein relating to
any Subscriber ceasing to be true and correct in all respects.
If Subscriber is a body corporate, this agreement must be
signed under seal or by an authorized signatory for the body
corporate, provided that an authentication list of authorized
signatories accompanies this agreement; if signed or executed
under a power of attorney, such power of attorney or a duly
certified copy must accompany this agreement.
This Subscription Agreement may be sent by fax to the Registrar
at the facsimile number specified above. The original shouldbe
forwarded to the Registrar before 4.00 p.m. (Barbados Time)
two days before the Dealing Day immediately preceding the
Transaction Day on which the subscription is to take effect.
Please Contact: for specific wire transfer
instructions or other inquiries
Tel:
,Fax:
Email:
By
completing and signing this Subscription Form the Subscriber
acknowledges, represents, undertakes and agrees (as the case
may be) that the Subscriber has read and understood the Subscription
Form and Appendix “A.” The Subscriber also acknowledges
the distribution fee of 4 (four) per cent payable on the gross
assets being placed under management.
Declaration of Source of Funds:
Source of Assets to be invested (must be specific and may
require statutory declaration of source of funds)
Signature of Subscriber or Signing Officer (if body corporate)*
or Signature (Joint owner)
Date:
Date:
Introducing Broker/Dealer
(if Applicable)
Surname:
First Name:
Company:
Address:
Telephone:
Fax:
E-mail Address:
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