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Provin

 
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S U B S C R I P T I O N    A G R E E M E N T
 
 
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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: