Should you decide not to participate in this offering, please return the Limited Partnership Agreement, this Subscription Form, the Luxembourg addendum to private placement memorandum (together with all amendments thereof and supplements thereto) and all related documentation to the General Partner at the address contained herein
GT Comments 7/14/22 L&L comments 19/07/22
TABLE OF CONTENTS
Clause
1 DEFINITIONS
2 INTERPRETATION
3 SUBSCRIPTION AND SUBSCRIPTION AMOUNT
4 ADHERENCE
5 TAX INFORMATION REPORTING
6 REPRESENTATIONS, WARRANTIES AND COVENANTS
7 NOTICES
8 DATA PROTECTION
9 PARTICIPATION IN THE FIGHT AGAINST MONEY LAUNDERING
10 SEVERABILITY
11 CONFIDENTIALITY
12 PLEDGE OF INTEREST
13 ENTIRE AGREEMENT
14 AMENDMENTS
15 GOVERNING LAW AND DISPUTES
16 COUNTERPARTS AND ORIGINALS
17 MISCELLANEOUS
SCHEDULE 1 – INVESTOR QUESTIONNAIRE
SCHEDULE 2 – AML/CFT SCHEDULE
2. ANNEX II
3. ANNEX III
SCHEDULE 3 – FATCA CRS COMBINED FORM
SCHEDULE 4- FATCA CRS INDIVIDUAL SELF-CERTIFICATION FORM
THIS SUBSCRIPTION FORM (the Form) is entered into
BETWEEN:
747 Stuyvesant VIII Lux Feeder, SCSp, a special limited partnership (société en commandite spéciale), governed by the laws of the Grand Duchy of Luxembourg, having its registered office at 6, rue Dicks, L-1417 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Trade and Companies (Registre de Commerce et des Sociétés, RCS Luxembourg) under number B 269032 (the Partnership), represented by 747 Luxembourg Management, S.à r.l., a private limited liability company (société à responsabilité limitée), incorporated in the Grand Duchy of Luxembourg, having its registered office at 6, rue Dicks, L-1417 Luxembourg, Grand Duchy of Luxembourg and registered with the RCS Luxembourg under number B 268719, as managing general partner (associé gérant commandité) of the Partnership (the General Partner);
Correspondence address (if different from the registered office:
Source of funds and wealth:
Contact person(s) / Represented by:
who is duly authorized to act on behalf of the Investor for the purposes hereof.
Phone number:
Email:
Fax number:
(for a Prospective Investor being an individual)
Full legal name:
Designation (if applicable):
Date, place of birth and citizenship:
Profession:
Tax residence:
Address:
Correspondence address (to the extent it differs from the address):
Source of funds and wealth:
Phone number:
Fax number:
Type of investor:
BANK ACCOUNT INFORMATION:
Name of Bank:
Account Name:
Account Number:
Secondary contact (name, address, e-mail and phone number):
(hereinafter the Prospective Investor, together with the General Partner and the Partnership, the Parties or a
Party individually)
Prospective Investors that are not “United States persons” are required to provide information about their status for withholding tax and the U.S. Foreign Account Tax Compliance Act, Sections 1471 through 1474 of the Code and the U.S. Treasury regulations thereunder (whether proposed, temporary or final) (collectively, FATCA) (in the case of foreign entities) on an applicable IRS Form W-8 including an IRS Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals)), IRS Form W-8BEN-E (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Entities)) (for non-United States Beneficial Owners), IRS Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding and Reporting) (for non-United States intermediaries, Flow-Through Entities, and certain United States branches), IRS Form W- 8EXP (Certificate of Foreign Government or Other Foreign Organization for United States Tax Withholding and Reporting) (for non-United States governments, non-United States central banks of issue, non-United States tax-exempt organizations, non-United States private foundations, and governments of certain United States possessions), or IRS Form W-8ECI (Certificate of Foreign Person’s Claim that Income is Effectively Connected With the Conduct of a Trade or Business in the United States) (for non-“United States persons” receiving income that is effectively connected with the conduct of a trade or business in the United States, which is generally exempt from FATCA), as more specifically described in the instructions accompanying those forms. Any Prospective Investor or Beneficial Owner that is not a “United States person” must also provide a United States taxpayer identification number and/or Global Intermediary Identification Number (in each case, GIIN) (if applicable) on the applicable Form W-8. Prospective Investors may access the IRS website (www.irs.gov) to obtain the appropriate form W-8 and its instructions. The completed forms should be returned with the other materials enclosed herein. Do not send them to the IRS.
WHEREAS
The Partnership has been established by a limited partnership agreement dated 1 July 2022, as amended from time to time, including without limitation substantially in the form of the draft, dated XX of XXX 2022, of the amended and restated limited partnership agreement in respect of the Partnership (the Limited Partnership Agreement).
The investment strategy and the risk features of the Partnership are set forth in the Luxembourg addendum (the Lux Wrapper) to private placement memorandum of 747 Stuyvesant VIII Parallel Fund,L.P. (the Main Partnership) and 747 Stuyvesant VIII, L.P. (the PPM, together with the Lux Wrapper, and the Limited Partnership Agreement, the Partnership Documents).
The Prospective Investor has agreed to subscribe for a limited partner interest in the Partnership (the Interest) under the terms and conditions set out in the Limited Partnership Agreement and in this Form in order to become a Limited Partner (associé commanditaire) of the Partnership.
IT IS AGREED AS FOLLOWS:
DEFINITIONS
Unless otherwise specified herein, capitalised terms and other expressions shall have the meaning ascribed to them in the Partnership Documents.
INTERPRETATION
The following rules apply unless the context requires otherwise:
The singular includes the plural and conversely.
A gender includes all genders.
If a word or phrase is defined, its other grammatical forms have a corresponding meaning.
A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.
A reference to a Section or Schedule is a reference to a section, article of, clause of, or a schedule to, this Form, except to the extent indicated otherwise herein.
A reference to an agreement or document (including, without limitation, a reference to this Form) is to the agreement or document as amended, varied, supplemented, novated or replaced, except to the extent prohibited by this Form or that other agreement or document.
A reference to a party to this Form or another agreement or document includes such party’s successors, permitted substitutes and permitted assigns (and, where applicable, such party’s legal personal representatives).
A reference to an agreement includes any undertaking, deed, agreement and legally enforceable arrangement, whether or not in writing, and a reference to a document includes an agreement (as so defined) in writing and any certificate, notice, instrument and document of any kind.
A reference to legislation, or to a provision of legislation includes a modification of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it.
A reference to a statutory definition includes the definition as amended or replaced from time to time.
A reference to conduct includes, without limitation, an omission, statement and undertaking, whether or not in writing.
A reference to the Partnership, the General Partner, the Fund Administrator and any of their services providers includes, where the context permits, a reference to their respective officers, employees and agents or any of them.
The headings in this Form are inserted for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Form or any provision. The preambule contained in this Form shall form part of the Agreement.
SUBSCRIPTION AND SUBSCRIPTION AMOUNT
The Prospective Investor hereby irrevocably applies to be admitted as a Limited Partner in the Partnership in accordance with the terms of the Partnership Documents and to subscribe for an Interest with a capital commitment (the Subscription Amount) in the amount as specified in the Prospective Investor’s signature page (or any such lower amount as determined by the General Partner in its sole discretion within the limits of the Partnership Documents). This Form is a “Subscription Form” as defined in the Partnership Documents. The Prospective Investor has delivered, or prior to acceptance by the General Partner of this Form, will deliver, a duly completed copy of each of the other documents relating to this Form.
The Prospective Investor has delivered, or prior to acceptance by the General Partner of this Form, will deliver, any documentation reasonably requested by the General Partner for the purposes of compliance with any applicable anti-money laundering, anti-financial crime and countering terrorist financing laws and related laws, rules and regulations.
The Prospective Investor understands and agrees that the General Partner reserves the right to reject such subscription in whole or in part at any time prior to the Closing Date (as defined below). Any partial rejection shall be effective upon the Prospective Investor being advised by the General Partner of acceptance for a smaller Subscription Amount than that originally requested by the Prospective Investor.
If the General Partner has not accepted this subscription (in whole or in part) within a period of two years following the date of the Initial Closing Date, the Prospective Investor may revoke it; until then, this subscription shall be irrevocable.
The Prospective Investor acknowledges and agrees that the General Partner will notify the Prospective Investor in writing as to the acceptance, in whole or in part, or rejection of the Prospective Investor’s subscription for an Interest. Such notification shall not take place later than two years following the date of the Initial Closing Date and until then, the Prospective Investor may not revoke this subscription. The Prospective acknowledges that the General Partner reserves the right, in its sole and absolute discretion, to admit the Prospective Investor to the Partnership with respect to all or any portion of its subscription either on the Initial Closing Date (if the Prospective Investor’s Form is submitted prior to the Initial Closing Date) or on the date of any subsequent closing following the Initial Closing Date (a Subsequent Closing).
Upon countersignature of this Form by the General Partner, the Prospective Investor will be bound by the provisions of the Partnership Documents and will be admitted as a Limited Partner in the Partnership pursuant to the terms and conditions of the Partnership Documents and will be a party to the Limited Partnership Agreement as a Limited Partner, without the need to execute the Limited Partnership Agreement or a counterpart thereof. To the fullest extent permitted by law and subject to clause 3.3 of this Form, the Prospective Investor understands that it is not entitled to cancel, terminate or revoke this subscription or any agreements of the Prospective Investor hereunder.
The Prospective Investor acknowledges and agrees that it shall be obligated to pay its Subscription Amount, in such increments, at such times and in such manner as is determined by the General Partner, pursuant to the Limited Partnership Agreement.
Except as otherwise provided herein or under the Limited Partnership Agreement, the Prospective Investor shall make Capital Contributions to the Partnership in an aggregate amount not to exceed its Subscription Amount. The Prospective Investor hereby unconditionally and irrevocably agrees to pay on demand, subject to the terms and conditions of the Limited Partnership Agreement, upon presentation of a Capital Call Notice, the amounts set forth in the Capital Call Notice by the Due Date, and hereby waives any rights of suspension and/or partial or complete set-off.
ADHERENCE
The Prospective Investor confirms and acknowledges (as applicable) that: (a) it has read and understood the Partnership Documents and this Form; (b) that the statements contained herein are true, correct and complete; and (c) unless the Prospective Investor notifies the General Partner in writing to the contrary on or before the date on which the General Partner accepts the Prospective Investor’s Subscription Amount, the General Partner countersigns this Subscription Form and the Prospective Investor becomes a party to the Limited Partnership Agreement (the Closing Date), all of the representations, warranties and statements of the Prospective Investor herein and therein will be deemed to have been repeated as at the relevant Closing Date, and as of each date that the Prospective Investor is required to make a Capital Contribution or that the Prospective Investor receives a distribution from the Partnership. The Prospective Investor agrees to notify the General Partner immediately if any representation, warranty or other information contained in this Form or the Limited Partnership Agreement becomes untrue at any time.
The Prospective Investor confirms and acknowledges (as applicable) that, in the event that the Prospective Investor fails to make a required Capital Contribution to the Partnership or any other amount to be required or paid under the Limited Partnership Agreement in accordance with the Limited Partnership Agreement and this Form, the General Partner may, in its discretion (but is under no obligation to) take any action in respect of the Prospective Investor as set forth in clause 6.4 (“Defaulting Limited Partners”) of the Limited Partnership Agreement, and the General Partner may use the power of attorney granted pursuant to clause 4.5 of this Form to execute any instruments, agreements and documents on behalf of the Prospective Investor in respect thereof.
The Prospective Investor hereby adheres to be bound by the terms contained in the Partnership Documents. Upon admission, the Prospective Investor undertakes to comply with all provisions of the Partnership Documents and all other obligations generally applicable to a limited partner (associé commanditaire) of a special limited partnership (société en commandite spéciale).
Subject to clause 3.3 hereof, if this subscription is rejected in full, or in the event the Closing Date does not occur (in which event this subscription will be deemed to be rejected), this Form will thereafter have no force or effect. If so rejected, the Prospective Investor will have no further obligations to each other hereunder, other than an obligation to keep information relating to the Partnership and the offering of Interests confidential.
The Prospective Investor, by executing this Form, hereby appoints, to the fullest extent permitted by law, the General Partner and each of its authorised officers, managers, permitted successors and assigns, with full power of substitution, or any one of its duly appointed attorneys, as the Prospective Investor’s true and lawful representative and attorney, and agent of the Prospective Investor, to make, execute, acknowledge, verify, swear to, deliver, record and file, in the Prospective Investor’s name, place and stead:
any instrument, certificate or document of any kind, or any amendment thereto, necessary or desirable to accomplish the business, purpose and objectives of the Partnership, or required by any applicable law; and the Prospective Investor agrees to provide the General Partner with such information as may be necessary to enable such filing to be made;
any amendment to the Limited Partnership Agreement duly approved as provided therein; and
any and all instruments, certificates and other documents which may be deemed necessary or desirable to effect the liquidation and termination of the Partnership.
To the fullest extent permitted by law, this power of attorney shall survive, and shall not be affected by, the subsequent death, disability, incapacity, incompetency, termination, bankruptcy, insolvency or dissolution of the Prospective Investor; provided, however, that this power of attorney will terminate upon the substitution of another Limited Partner for all of the Prospective Investor’s investment in the Limited Partner Interest or upon the withdrawal of the Prospective Investor from the Partnership, in each case in accordance with the Limited Partnership Agreement. The Prospective Investor hereby waives, to the fullest extent permitted by law, any and all defences which may be available to contest, negate or disaffirm the actions of the General Partner taken in good faith under such power of attorney.
To the fullest extent permitted by applicable law, this power of attorney may be exercised by the General Partner for all Limited Partners (or any of them) by a single signature of the General Partner acting as attorney-in-fact with or without listing all of the Limited Partners (including the Prospective Investor) executing an instrument.
TAX INFORMATION REPORTING
The Prospective Investor agrees to promptly provide, and periodically update, at any times requested by the General Partner, any information (or verification thereof), documentation and forms the General Partner deems necessary for the Partnership, including the self-certification forms and tax questionnaire attached hereto as Schedule 3 and Schedule 4, (i) to comply with FATCA as implemented into Luxembourg law by the Intergovernmental Agreement entered into between the United States and Luxembourg (IGA) and by the Law of 24 July 2015 (the FATCA Law) in order to reduce or eliminate withholding taxes or otherwise to eliminate withholding taxes and/or fines or qualify for a reduced rate of withholding or backup withholding in any jurisdiction from or through which the Partnership receives payments or (ii) to satisfy the requirements of the Common Reporting Standard (CRS) as implemented into Luxembourg law by the Law of 18 December 2015 (the CRS Law), the EU Administrative Cooperation Directive or any other legislation, regulation, guidance, intergovernmental agreement or bilateral or multilateral competent authority agreement which may apply during the life of the Partnership (including legislation deriving from any such agreement) which seeks to implement any tax reporting and/or tax withholding regime similar to, FATCA, CRS and Council Directive (EU) 2018/822 of 25 May 2018 amending Directive 2011/16/EU as regards mandatory automatic exchange of information in the field of taxation in relation to reportable cross-border arrangements (DAC 6), (collectively Tax Information Reporting Regimes). The Prospective Investor agrees to waive any provision of foreign law that, absent a waiver, would prevent compliance with such requests. The Prospective Investor agrees that it will otherwise comply with any reporting obligations imposed by Luxembourg, the United States or any other jurisdiction, including reporting obligations that may be imposed by future legislation. The Prospective Investor expressly acknowledges that any such tax forms, documentation and information, including withholding information, may be provided to any withholding agent that has control, receipt or custody of the income of which the undersigned is the beneficial owner or any withholding agent that can disburse or make payments of the income of which the undersigned is the beneficial owner. In addition, the Prospective Investor consents to the use of any information provided by the undersigned for purposes of complying the Information Reporting Regimes or any other law or regulation of any jurisdiction implementing, or similar to, the Information Reporting Regime. The Prospective Investment shall promptly notify the General Partner in writing if any information provided to the General Partner pursuant to this paragraph changes or if any documentation or form ceases to be valid or correct.
NOTWITHSTANDING ANY PROVISION OF THIS FORM TO THE CONTRARY, THE PROSPECTIVE INVESTOR FURTHER AGREES THAT IF IT FAILS TO COMPLY WITH ANY OF THE REQUIREMENTS OF THE ABOVE PARAGRAPH WITHIN 14 DAYS OF A WRITTEN REQUEST FROM THE GENERAL PARTNER, OR IF THE GENERAL PARTNER DETERMINES THAT THE PROSPECTIVE INVESTOR’S PARTICIPATION IN THE PARTNERSHIP WOULD OTHERWISE HAVE A MATERIAL ADVERSE EFFECT ON THE PARTNERSHIP, THEN (1) THE GENERAL PARTNER MAY (A) CAUSE SUCH PROSPECTIVE INVESTOR TO TRANSFER ITS LIMITED PARTNER INTEREST IN THE PARTNERSHIP TO A THIRD PARTY (INCLUDING, WITHOUT LIMITATION, A LIMITED PARTNER) OR OTHERWISE WITHDRAW FROM THE PARTNERSHIP IN EXCHANGE FOR CONSIDERATION WHICH THE GENERAL PARTNER AFTER TAKING INTO ACCOUNT ALL RELEVANT FACTS AND CIRCUMSTANCES SURROUNDING SUCH TRANSFER OR WITHDRAWAL (INCLUDING, WITHOUT LIMITATION, THE DESIRE TO EFFECT SUCH TRANSFER OR WITHDRAWAL AS EXPEDITIOUSLY AS POSSIBLE IN ORDER TO MINIMIZE ANY ADVERSE EFFECT ON THE PARTNERSHIP OR THE PARTNERS), DEEM TO BE APPROPRIATE OR (B) TAKE ANY OTHER ACTION THAT THE GENERAL PARTNER, IN ITS SOLE DISCRETION, DEEMS IN GOOD FAITH TO BE REASONABLE TO MINIMIZE ANY ADVERSE EFFECT ON THE PARTNERSHIP OR THE PARTNERS (INCLUDING, WITHOUT LIMITATION, ADJUSTING DISTRIBUTIONS SO THAT IF THE PROSPECTIVE INVESTOR THAT FAILS TO COMPLY WITH THE ABOVE PARAGRAPH, IT BEARS THE ECONOMIC BURDEN OF ANY WITHHOLDING TAXES, PENALTIES OR INTEREST ARISING FROM SUCH FAILURE); AND (2) THE PROSPECTIVE INVESTOR SHALL, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INDEMNIFY THE PARTNERSHIP, THE GENERAL PARTNER AND THE PARTNERS FOR ALL LOSS, COST, EXPENSES, DAMAGE, CLAIMS AND DEMANDS (INCLUDING, BUT NOT LIMITED TO, ANY WITHHOLDING TAX, PENALTIES OR INTEREST SUFFERED BY THE PARTNERSHIP OR THE PROSPECTIVE INVESTOR) ARISING AS A RESULT OF THE PROSPECTIVE INVESTOR’S FAILURE TO COMPLY WITH THE ABOVE REQUIREMENTS IN A TIMELY MANNER.
Under FATCA, withholdable payments made to certain non-U.S. persons, including certain foreign financial institutions (FFIs), investment funds and non-financial foreign entities (NFFEs), could be subject to a 30% U.S. federal withholding tax, unless such non-U.S. person complies with certain requirements, including reporting requirements regarding its direct and indirect U.S. shareholders and/or U.S. account holders. Such withholding could apply to payments made to a non-U.S. person regardless of whether the non-U.S. person is the beneficial owner of an interest in the Partnership or holds an interest in the Partnership for the account of others. Broadly, withholdable payments include two categories of payments: (i) payments of U.S.-source interest, dividends and other specified types of fixed or determinable annual or periodic income (FDAP) and (ii) gross proceeds from the sale of property that can give rise to U.S.-source interest and dividends. The IRS and the Treasury Department issued proposed regulations (the Proposed Regulations) that would remove gross proceeds described in (ii) from the definition of “withholdable payment,” so that only the payments of U.S. source FDAP would be subject to FATCA withholding. Taxpayers may rely on the provisions of the Proposed Regulations until final regulations are issued. FATCA obligations may vary depending on whether the non-U.S. person subject to FATCA regulations is a resident of a country with which the U.S. has signed a bilateral Intergovernmental Agreement (IGA). Under IGAs, respective countries implement FATCA regulations into their local law, and would require residents of such country to first determine if they are financial institutions, and the extent to which they need to perform FATCA obligations. General FATCA regulations would apply to residents of countries that have not entered into an IGA with the U.S. FATCA and the U.S. Treasury regulations thereunder (whether proposed, temporary or final), including any successor provisions, subsequent amendments, and administrative guidance promulgated thereunder (or which may be promulgated in the future), any applicable IGA and related statutes, regulations or rules, and other guidance thereunder, any governmental authority pursuant to the foregoing authorities, and any agreement entered into by or with respect to the Partnership (or any of its affiliates), impose or may impose a number of obligations on the Partnership (or any of its affiliates). The Prospective Investor acknowledges and agrees that a number of obligations may be imposed on the Partnership (or any of its affiliates) under (i) FATCA, (ii) the Common Reporting Standard issued by the Organization for Economic Cooperation and Development, (iii) any similar automatic exchange of financial, account or tax information agreements or arrangements, and, (iv) in each case, including any successor provisions, subsequent amendments, and administrative guidance promulgated thereunder (or which may be promulgated in the future), any applicable intergovernmental agreement, and related statutes, regulations or rules, and other guidance thereunder, any governmental authority pursuant to the foregoing authorities, and any agreement entered into by or with respect to the Partnership or any of its affiliates (collectively, the Reporting Obligations). By subscribing to the interests in the Partnership:
The Prospective Investor acknowledges that the Partnership will seek to comply with the Reporting Obligations. In furtherance of these efforts and to avoid the imposition of U.S. federal withholding tax of 30% (described above), the Partnership, the General Partner, and the Partnership’s and the General Partner’s agents, may, from time to time, (i) require further information and/or documentation from the Prospective Investor, including any applicable or successor IRS Form W-8, which information and/or documentation may (A) include, but is not limited to, information and/or documentation relating to or concerning the Prospective Investor, the Prospective Investor’s direct and indirect beneficial owners and/or U.S. account holders, which include certain equity and debt holders, as well as certain account holders that are foreign entities with U.S. owners, (if any), any such person’s identity, residence (or jurisdiction of formation) and income tax status, and (B) need to be certified by the Prospective Investor under penalties of perjury, and (ii) provide or disclose any such information and documentation to the Internal Revenue Service, other governmental agencies of the United States, or to any applicable jurisdiction under the terms of a relevant IGA(including any implementing legislation enacted as a result thereof), and to certain withholding agents.
The Prospective Investor agrees that it shall provide such information and/or documentation concerning itself and its direct and indirect beneficial owners and/or U.S. account holders (if any), as and when requested by the Partnership, the General Partner or any of the Partnership’s or the General Partner’s agents, as any such person, in its sole discretion, determines is necessary or advisable for the Partnership (or any of its affiliates) to comply with its obligations under FATCA or any other Reporting Obligation.
The Prospective Investor agrees to waive any provision of law of any non-U.S. jurisdiction that would, absent a waiver, prevent compliance with FATCA or any other Reporting Obligation by the Partnership or any affiliate thereof, including, but not limited to, the Prospective Investor’s provision of any requested information and/or documentation.
The Prospective Investor acknowledges that if the Prospective Investor does not timely provide the requested information and/or documentation or waiver (each, a FATCA Compliance Failure), as applicable, the Partnership may, at its sole discretion and in addition to all other remedies available at law or in equity, immediately or at such other time or times redeem or withdraw all or a portion of such Prospective Investor’s Interest or investment, prohibit in whole or part the Prospective Investor from participating in additional investments of the Partnership and/or deduct from such Prospective Investor’s account and retain amounts sufficient to indemnify and hold harmless the Partnership, the General Partner and any of the Partnership’s other agents, or any other investor, or any partner, member, shareholder, director, manager, officer, employee, delegate, agent, affiliate, executor, heir, assign, successor or other legal representative of any of the foregoing persons, from any and all withholding taxes, interest, penalties, cost, expenses and other losses or liabilities suffered by any such person on account of a FATCA Compliance Failure; provided that the foregoing indemnity shall be in addition to and supplement any other indemnity provided under this Subscription Agreement.
To the extent that the Partnership, the General Partner and any of the Partnership’s agents, or any other Prospective Investor/investor, or any partner, member, shareholder, director, manager, officer, employee, delegate, agent, affiliate, executor, heir, assign, successor or other legal representative of any of the foregoing persons suffers any withholding taxes, interest, penalties and/or other expenses and costs on account of the Prospective Investor’s FATCA Compliance Failure, (a) the Prospective Investor shall promptly pay upon demand by or on behalf of the Partnership to the Partnership or, at the Partnership’s direction, to any of the foregoing persons, an amount equal to such withholding taxes, interest, penalties and other expenses and costs, or (b) the Partnership may reduce the amount of the next distribution or distributions which would otherwise have been made to the Prospective Investor or, if such distributions are not sufficient for that purpose, reduce the proceeds of liquidation otherwise payable to the Prospective Investor by an amount equal to such withholding taxes, interest, penalties and other expenses and costs.
The Prospective Investor acknowledges that the General Partner, in consultation with its agents, will determine in its sole discretion, whether and how to comply with FATCA or any other Reporting Obligation, and any such determinations shall include, but not be limited to, an assessment of the possible burden to investors, the Partnership, and the General Partner of timely collecting information and/or documentation.
The Prospective Investor acknowledges and agrees that it shall have no claim against the Partnership, the General Partner and any of the Partnership’s other agents (including but not limited to the investment advisor), or any other subscriber/investor, or any partner, member, shareholder, director, manager, officer, employee, delegate, agent, affiliate, executor, heir, assign, successor or other legal representative of any of the foregoing persons, for any damages or liabilities attributable to any FATCA (or any other Reporting Obligation) compliance related determinations pursuant to this Section 5.1; provided that the foregoing indemnity shall be in addition to and supplement any other indemnity provided under this Subscription Agreement.
REPRESENTATIONS, WARRANTIES AND COVENANTS
By signing this Form, the Prospective Investor represents, warrants and agrees as follows:
the data contained in the preamble of this Form with regard to the Prospective Investor is true, correct and complete;
it is a professional client in accordance with Section I of Annex II to Directive 2014/65/EU, as further detailed under Schedule 1;
it has a pre-existing personal or business relationship with the General Partner and/or any of its principals, agents or affiliates and it is not subscribing for an interest in the Partnership as a result of any form of general solicitation or general advertising, including, any advertisement, article, notice or other communications published in any newspaper, magazine or similar media (including any internet site that is not password protected) or broadcast over television or radio or (ii) any seminar or meeting whose attendees were invited by any general solicitation or general advertising;
it is an “accredited investor” as such term is defined in the Securities Act of 1933, as amended from time to time and the rules promulgated thereunder (the Securities Act), as further detailed under Schedule 1;
it is a “qualified client”, as such term is defined in the Investment Advisers Act of 1940, as amended from time to time and the rules promulgated thereunder (the Investment Advisers Act), as further detailed under Schedule 1;
except as set forth in Schedule 1, it is a “qualified purchaser,” as such term is defined in the Investment Company Act of 1940, as amended from time to time and the rules promulgated thereunder (the Investment Company Act), as further detailed under Schedule 1;
provided that the Prospective Investor is a legal entity, it was not formed for the purpose of making an investment in the Partnership and, except as set forth in Schedule 1, its Commitment to the Partnership represents less than 40% of its assets;
except as set forth in Schedule 1, the Prospective Investor is not an employee benefit plan within the meaning of Employee Retirement Income Security Act of 1974, as amended (ERISA), (2) not an entity in which any of its equity holders are employee benefit plans within the meaning of ERISA, or (3) not an individual retirement account, annuity or other plan subject to Section 4975 of the U.S. Internal Revenue Code;
it has notified, or shall promptly notify, the Partnership and the General Partner if the Prospective Investor is or becomes a “restricted person” or whether it purchases its Interest through an account in which a “restricted person” has or obtains a “beneficial interest,” all within the meaning of the National Association of Securities Dealers’ Free-Riding and Withholding Interpretation under NASD Rule 2110, as in effect from time to time;
it has not been subject to any event specified in Rule 506(d)(1) of the Securities Act or any proceeding or event that could result in any such disqualifying event (a Disqualifying Event) that would either require disclosure under the provisions of Rule 506(e) of the Securities Act or result in disqualification under Rule 506(d)(1) of the Partnership’s use of the Rule 506 exemption under Regulation D of the Securities Act. The Prospective Investor will immediately notify the General Partner in writing if the Prospective Investor becomes subject to a Disqualifying Event at any date after the date hereof. In the event that the Prospective Investor becomes subject to a Disqualifying Event at any date after the date hereof, Prospective Investor agrees and covenants to (x) provide documentation as reasonably requested by the General Partner related to any such Disqualifying Event and (y) to the extent available, use its best efforts to implement a remedy to address the Disqualifying Event or remedy the Disqualifying Event in a manner that will not affect the Partnership’s or its affiliates ongoing and/or future reliance on the Rule 506 exemption under Regulation D of the Securities Act. The Prospective Investor acknowledges that, at the discretion of the General Partner, such remedies may include the waiver of all or a portion of the Prospective Investor’s voting power in the Partnership and/or the Prospective Investor’s withdrawal from the Partnership through the transfer or sale of its Interest in the Partnership. The Prospective Investor also acknowledges that the General Partner may periodically request assurance that the Prospective Investor has not become subject to a Disqualifying Event at any date after the date hereof, and the Prospective Investor further acknowledges and agrees that the General Partner shall understand and deem the failure by the Prospective Investor to respond in writing to such requests to be an affirmation and restatement of the representations, warranties and covenants in this paragraph (j);
it acts in its own name and for its own account for investment purposes only, and not with a view to, or for, resale, distribution, pledge assignment or transfer thereof, in whole or in part, it acknowledges that there is no public market for the interests of the Partnership and no public market will exist for such interests, and it acknowledges that the offer and sale of the interests in the Partnership have not been registered under the U.S. Securities Act or registered or qualified under U.S. state securities laws or securities laws of any other jurisdiction and therefore, cannot be resold or otherwise distributed unless subsequently registered under applicable securities laws or unless an exemption from such registration and qualification is available and the General Partner does not intend to register the offer, sale or other disposition of the interests in the Partnership
it acknowledges that the General Partner has the right to accept or reject all or part of the desired Subscription Amount of the Prospective Investor;
it has carefully read the Partnership Documents, including but not limited to the provisions of clause
6.4 of the Limited Partnership Agreement (“Defaulting Limited Partners”) and the ADV Part 2A for 747 Capital LLC (the Management Company) and represents to understand and accept them and it has had an opportunity to ask questions of and receive answers from representatives of the Partnership, all such questions have been answered to the Prospective Investor’s full satisfaction and the Prospective Investor has obtained any additional information concerning the Partnership sought by the Prospective Investor;
no sums of money transferred and to be transferred as a result of executing this Form or becoming a Limited Partner are the proceeds of any criminal activities, or any activity which would be a crime if such activity were carried on in Luxembourg or anywhere else and in particular do not come from drugs traffic nor from any of the operations/transactions mentioned in article 135-5 or 506-1 of the Luxembourg code of criminal law nor in article 8-1 of the Luxembourg law of 19 February 1973 on the sale of medicinal substances and the fight against drug addiction, as amended;
it is admitted as Limited Partner in the Partnership relying solely on the basis of the information contained in the Partnership Documents;
it is aware that an investment in the Partnership involves substantial risks and has determined that its investment in the Partnership is a suitable investment for it and that the Prospective Investor could bear a complete loss of its investment therein and has no need for liquidity with respect to its investment in the Partnership;
it has substantial knowledge and experience in business and financial matters and is capable of evaluating the merits and risks of a purchase of the Interest. Prospective Investor understands that there can be no assurance that the Partnership will meet its investment objective or otherwise be able to successfully carry out its investment program;
the purchase of the interest in the Partnership by the Prospective Investor is consistent with the general investment objectives and business purposes of Prospective Investor;
it understands that: (i) the Partnership has no financial or operating history, (ii) investment returns set forth in the PPM, the Lux Wrapper or in any supplemental letters or materials thereto or other materials previously provided are not made by the Partnership, (iii) the General Partner or a person or entity selected by the General Partner (which may be a manager, member, shareholder, partner or affiliate thereof) will receive substantial compensation in connection with the management of the Partnership, (iv) the General Partner and its affiliates may provide similar services to investment funds which the Prospective Investor does not and will not have any interest in, and there may be other potential conflicts of interest, including those described in the Partnership Documents; (v) no United States federal, state or local or non-United States agency, governmental authority or other person has passed upon the Interests or made any finding or determination as to the fairness of this investment; and (vi) the General Partner does not currently know most or all of the investments in which the capital contributed to the Partnership will be invested, and the General Partner will have full discretion (subject to the provisions of the Partnership Agreement) over which investments will be made by the Partnership;
with regard to the tax, legal, currency and other economic considerations related to this investment, it has only relied on the advice of, and has only consulted with, its own professional advisers;
it is not the subject matter of any bankruptcy, insolvency, reorganisation, receivership, liquidation, administration or such other proceedings (to the extent applicable);
it is empowered, authorised and qualified to enter into this Form and to become a Limited Partner of the Partnership and the execution and delivery of this Form, the Partnership Agreement and all agreements, certificates and documents contemplated hereby or thereby have been duly authorized by all required action of the Prospective Investor;
if it is a natural person, it is at least 21 years of age and has the capacity to execute the Partnership Agreement, this Form and all agreements, certificates and documents contemplated hereby or thereby;
it acknowledges that the General Partner and the Partnership may provide in any electronic medium any disclosure or document that is required by applicable securities laws and that the Advisory Board has been designated to provide Investment Advisers Act approvals on behalf of the Prospective Investor, including, without limitation, any approvals required under Section 206(3) of the Investment Advisers Act and any consent to a transaction which would result in the “assignment” (within the meaning of the Investment Advisers Act) of the General Partner’s interest in the Partnership. It further acknowledges that the Advisory Board has the authority to review and approve or disapprove of certain conflicts of interest and all Advisory Board determinations with respect to such matters shall be final;
provided that the Prospective Investor is a legal entity, the execution and delivery of this Form have been duly authorized by all necessary corporate action;
the execution and delivery of this Form (i) constitute its legal, valid and binding obligations enforceable in accordance with its terms (except to the extent enforceability may be limited by bankruptcy, moratorium and similar laws affecting creditors’ rights generally); and (ii) do not, and the performance of the terms thereof will not, contravene any provision of existing law or regulations, or (if the Prospective Investor is a legal entity) its governing documents; and it will provide the General Partner (or, as applicable, to any delegate, agent or service provider thereof, or the Fund Administrator of the Partnership) with such information as either of them reasonably requests from time to time with respect to its citizenship, residency, ownership, tax status, business or control so as to permit the evaluation and compliance with any regulatory and tax requirements applicable to the Partnership, the General Partner, the investors in the Partnership or any investments or proposed investments of the Partnership (including, for the avoidance of doubt, U.S. International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, as the same may be amended from time to time (the Patriot Act) and its implementing regulations, sanctions regulations promulgated by the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC), the U.S. Foreign Corrupt Practices Act of 1977, as amended form time to time (the FCPA), export and import laws, regulations and rules including those of the U.S. Department of State, U.S. Department of Commerce or U.S. Department of the Treasury, any anti-money laundering regulations such as the Luxembourg law dated 12 November 2004 on the fight against money-laundering and the financing of terrorism, as amended from time to time as well as any laws implementing Directives (EU) 2015/849, (EU) 2018/843 and (EU) 2018/1673 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, the Luxembourg law of 13 January 2019 establishing a register of beneficial owners (the 2019 Law), the Luxembourg law of 19 December 2020 implementing financial restrictive measures, the Grand Ducal Regulation of 1 February 2010 on fight against money laundering and terrorist financing, as amended, the CSSF Regulation N°12-02 on fight against money laundering and terrorist financing, as amended and other relevant CSSF or AED circulars (the Anti-Money Laundering Regulations)). The Prospective Investor understands and agrees that the General Partner may release confidential information about the Prospective Investor and, if applicable, any Related Person to any person, if the General Partner, in its sole discretion, determines that such disclosure is in the best interests of the Partnership in light of relevant laws, rules and regulations or concerning Prohibited Investments. The Prospective Investor understands that federal regulations and executive orders administered by OFAC, the U.S. Department of Commerce’s Bureau of Industry and Security (BIS) and the U.S. Department of State, prohibit, among other things, the engagement in transactions with, and the provision of services to certain foreign countries, territories, entities and individuals. The Prospective Investor further represents and warrants that neither the Prospective Investor nor any of its affiliates, or, if applicable, any Related Person, is a country, territory, person or entity named on an OFAC, BIS or U.S. Department of State list, nor is the Prospective Investor nor any of its Affiliates, or, if applicable, any Related Person, a natural person or entity with whom dealings are prohibited under any OFAC, BIS or U.S. Department of State regulations. The Prospective Investor acknowledges and agrees that, if, following the Prospective Investor’s receipt of the interest in the Partnership, the General Partner reasonably believes that such investment is or has become a Prohibited Investment or if otherwise required by law, the General Partner may be obligated to “freeze the account” of the Prospective Investor, either by prohibiting additional capital contributions, restricting any distributions and/or declining any requests to Transfer the Prospective Investor’s Interest. In addition, in any such event, the Prospective Investor may forfeit the interest in the Partnership, may be forced to withdraw or may otherwise be subject to the remedies required by law, and the Prospective Investor will have no claim against the General Partner, the Partnership or any other Limited Partner or any of their owners, subsidiaries, Affiliates or Related Persons for any form of damages as a result of any of the actions described in this Section (z). The General Partner may also be required to report such action and to disclose the Prospective Investor’s identity or provide other information with respect to the Prospective Investor to OFAC, BIS, U.S. Department of State, the Committee on Foreign Investment in the United States or other governmental entities. For purposes hereof, “Related Person” means, with respect to any entity, any investor, director, senior officer, trustee, beneficiary or grantor of such entity; provided that in the case of (A) an entity the securities of which are listed on a national securities exchange or quoted on an automated quotation system in the U.S. (a Publicly Traded Company), (B) a wholly-owned subsidiary of an entity that is a Publicly Traded Company, or (C) a tax qualified pension or retirement plan in which at least one hundred (100) employees participate that is maintained by an employer that is (1) organized in the U.S. or (2) any U.S. government or any state department or other political subdivision thereof or any governmental body, agency, authority or instrumentality in any jurisdiction exercising executive, legislative, . regulatory or administrative functions of or pertaining to government (a Qualified Plan), the term “Related Person” excludes the investors and beneficiaries of such Publicly Traded Company or such Qualified Plan.
Neither the Prospective Investor nor, if applicable, any of its Related Persons, is a resident in, or organized or chartered under the laws of (A) a jurisdiction that has been designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the Patriot Act as warranting special measures due to money laundering concerns, or (B) any foreign country that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering, of which the United States is a member and with which designation the United States representative to such group or organization continues to concur (a Non-Cooperative Jurisdiction). The investment funds of the Prospective Investor do not originate from, nor will they be routed through, an account maintained at (x) a foreign shell bank (for purposes of this agreement, a “foreign shell bank” means a foreign bank without a physical presence in any country), (y) a foreign bank (other than a regulated affiliate - for purposes of this agreement, a “regulated affiliate” of a foreign bank means a foreign shell bank that: (i) is an affiliate of a depository institution, credit union, or foreign bank that maintains a physical presence in the United States or a foreign country, as applicable; and (ii) is subject to supervision by a banking authority in the country regulating such affiliated depository institution, credit union, or foreign bank.) that is barred, pursuant to its banking license, from conducting banking activities with the citizens of, or with the local currency of, the country that issued the license, or (z) a bank organized or chartered under the laws of a Non-Cooperative Jurisdiction. Neither the Prospective Investor nor, if applicable, any Related Person, is a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure, in each case within the meaning of the Patriot Act. Neither the Prospective Investor nor, if applicable, any Related Person, is a governmental entity of any type or a “Foreign Official” within the meaning of the FCPA.
Prospective Investor hereby agrees to promptly notify the General Partner following any change that may cause any answer, statement or information set forth herein or in the schedules attached hereto to become untrue or misleading in any material respect and to provide such additional information as the General Partner may request from time to time to determine the eligibility of Prospective Investor to hold interests in the Partnership, for the Partnership, the General Partner’s and/or Portfolio Funds, Portfolio Companies, Co-investments and their respective Affiliates compliance with applicable law or to determine the Partnership’s tax status. Prospective Investor understands that each of the General Partner, the Partnership and their Affiliates may present this Form (including the schedules and exhibits hereto) and the information provided in answers to it, the representations, warranties and covenants made herein and any other information regarding the Prospective Investor furnished to the General Partner, the Partnership or their Affiliates to such parties as they deem advisable if called upon to establish the availability under any applicable law of an exemption from registration of the Interests or of the Partnership, to comply or to demonstrate compliance with any laws, rules or regulations to which the Partnership, the General Partner, their Affiliates or any investment by the Partnership or any service provider to any of the foregoing is or becomes subject, in connection with any subscription by the Partnership for interests in any Portfolio Fund or Co-Investment, or if the contents thereof are relevant to any issue in any investigation, action, suit or proceeding to which the General Partner, the Partnership or their Affiliates is a party or by which it is or may be bound or as otherwise deemed appropriate by the General Partner. The General Partner, the Partnership and their Affiliates may also release information about the Prospective Investor if directed to do so by the Prospective Investor, if compelled to do so by law or in connection with any government or self-regulatory organization request or investigation.
Each of the representations of the Prospective Investor contained herein (including any schedule hereto) and any other document or certificate delivered by Prospective Investor to the Partnership or the General Partner in connection herewith shall survive the execution and delivery of this Form and the Partnership Agreement, the sale of the interest in the Partnership to the Prospective Investor and the admission of the Prospective Investor as a limited partner of the Partnership. Unless otherwise agreed by the General Partner in writing, the Prospective Investor will, to the fullest extent permitted by applicable law, indemnify each Covered Person and the Partnership against any losses, claims, damages or liabilities to which any of them may become subject in any capacity in any action, proceeding or investigation arising out of or based upon any false representation or warranty, or breach or failure by the Prospective Investor to comply with any covenant or agreement made by the Prospective Investor herein, or in any other document furnished to the General Partner or the Partnership by the Prospective Investor in connection with the offering of the Interest. The Prospective Investor will reimburse each Covered Person and the Partnership for legal and other expenses (including, the cost of any investigation and preparation) as they are incurred in connection with any such action, proceeding or investigation (whether incurred between any Covered Person or the Partnership and the Prospective Investor, or between any Covered Person or the Partnership and any third party). The reimbursement and indemnity obligations of the Prospective Investor under this clause 6 will survive the Closing Date (or, if this Form is terminated pursuant to clause 14, such termination) and will be in addition to any liability which the Prospective Investor may otherwise have (including, liabilities under the Limited Partnership Agreement), and will be binding upon and inure to the benefit of any successors, assigns, heirs, estates, executors, administrators and personal representatives of any Covered Person and the Partnership.
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NOTICES
Any notice shall be delivered by hand or courier, or sent by registered post or email, to the following addresses:
As regards the Partnership
Address: 6, rue Dicks, L - 1417 Luxembourg, Grand Duchy of Luxembourg
Notice sent in accordance with clause 7.1 shall be deemed to have been received or served:
in the case of delivery by hand or courier service, when delivered;
in the case of registered post, on the third (3rd) Business Day following the date of posting; or
in the case delivery by email, when transmitted, as evidenced by a positive transmission confirmation report to be followed by a letter sent by registered post.
Any notice or other communication not received on a Business Day or received after 5.00 pm on any Business Day in the place of receipt shall be deemed to be received on the next following Business Day.
DATA PROTECTION
The Partnership acting through the General Partner undertakes to process personal data in accordance with the applicable data protection laws, including, but not limited to, the Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the GDPR), as implemented or complemented by the applicable national law (together, the Data Protection Laws). In particular, the Partnership acting through the General Partner shall implement appropriate technical and organizational measures to ensure an appropriate level of security for the personal data. The terms ‘personal data’, ‘data subject’, ‘processing’, ‘data controller’ and ‘data processor’ shall have the meaning given in the Data Protection Laws.
By agreeing to invest in the Partnership, the Prospective Investor acknowledges having read and understood the terms of this clause and of the Data Protection Policy available online at https://trustmoore.com/data-privacy-policy/.
The Prospective Investor acknowledges that the Partnership acting through the General Partner shall be considered data controller (hereinafter, the Controller). The Controller may process the personal data provided by the Prospective Investor in relation to or under this Subscription Form; and
Where the Prospective Investor is a legal entity providing personal data to the Controller, the Prospective Investor further represents and warrants that:
the personal data have been lawfully collected and provided by the Prospective Investor to the Controller;
the data subjects have been properly informed by the Prospective Investor about the processing of their Personal Data as required by the Data Protection Laws and, as the case may be, has provided them with a copy or access to the Data Protection Policy available online at https://trustmoore.com/data-privacy-policy/;
where required or appropriate, the Prospective Investor has obtained the valid consent of the data subjects for the processing of their personal data by the Controller;
it shall reasonably assist the Controller in complying with its obligations under the GDPR, including the obligations relating to data accuracy, notification of data breach, data protection impact assessment or managing requests from data subjects.
The Prospective Investor understand and acknowledge that Trustmoore Luxembourg S.A. acting as administrator of the Partnership (the Administrator) will outsource certain services to third party service providers and therefore will transfer certain confidential data in connection with the Prospective Investor’s subscription for an Interest, to such service providers. There is no direct contractual relationship between (i) the Administrator and (ii) the Prospective Investor. The Partnership is the client of the Administrator within the meaning of article 41 (2bis) of the Luxembourg law of 5 April 1993 on the financial sector. The Prospective Investor is hereby informed about the transfer of the confidential data in the context of the outsourcing of certain services by the Administrator to third party service providers and hereby acknowledge and confirm having carefully read the risk disclosures in the Lux Wrapper regarding potential risks related to the transfer of information to the entities that provide the outsourced services.
The Prospective Investor acknowledges that the Main Partnership has engaged O’Conner Davies Administration, LLC to act as Main Partnership administrator (O’Conner Davies Administration, together with any other administrator that the Partnership may engage from time to time, the Main Partnership Administrator) to the Main Partnership to assist with the administration of the affairs of the Main Partnership and that the Main Partnership may share this Form and any personal data regarding the Prospective Investor with the Administrator.
PARTICIPATION IN THE FIGHT AGAINST MONEY LAUNDERING
The Prospective Investor hereby commits to provide any document required by the General Partner to enable it to comply with the Anti-Money Laundering Regulations.
In particular, the General Partner is authorised to request from the Prospective Investor and the Prospective Investor hereby irrevocably commits to provide to the General Partner with any and all documents and information which the General Partner may require to enable the Partnership to comply with: (a) applicable know your client laws or regulations, (b) anti-money laundering procedures and regulations, (c) beneficial ownership declaration and filing obligations in accordance with the 2019 Law, (d) any other obligations provided by applicable law relating to identification and verification of the Beneficial Owners (as defined in Schedule 2) of the Partnership or as may be required by the General Partner and/or the Fund Administrator to identify the nature and source of funding made available to the Partnership.
The Prospective Investor acknowledges that the General Partner is authorised to use and store such information for its internal processes and procedures and may use, process and disclose any such information to (a) any applicable governmental or regulatory authority as required by applicable law, and (b) any professional service provider or financial service provider requiring such information from the Partnership for the same purposes as stated in this clause 9.2, subject to the provisions of clause 8 above.
Notwithstanding any obligation to provide further document and/or information as required by the General Partner or the Fund Administrator, the Prospective Investor shall provide the documents listed in Schedule 2 to the General Partner and/or any entity designated by it.
The Prospective Investor represents that the Interest is to be purchased with funds that are from legitimate sources in connection with its regular business activities and which do not have a criminal origin of any nature whatsoever (including without limitation, aggravated tax fraud (fraude fiscale aggravée) and tax evasion (escroquerie fiscale)), and, in particular, do not constitute proceeds of money laundering or terrorism financing under any relevant applicable law including the Anti-Money Laundering Regulations.
The Prospective Investor represents that the Interest is subscribed for with funds that do not originate from, nor will they be routed through, an account maintained at a shell bank. (Shell bank (for purposes of this Subscription Form) means a credit institution or a financial institution or an institution engaged in equivalent activities, incorporated or authorised in a jurisdiction in which it has no physical presence, involving meaningful mind and management and which is unaffiliated or unassociated with a regulated financial group. Any amendment to the definition of a “shell bank” under the Luxembourg law of the 2004 Law shall be automatically incorporated in this Subscription Form and any reference to “shell bank” throughout this Subscription Form (including as defined above) shall be interpreted in accordance with the definition of a “shell bank” under the 2004 Law, as amended from time to time.)
Neither the Prospective Investor, nor any of its affiliates or Beneficial Owners (as defined in Schedule 2), appears on a list of sanctions maintained by the European Union, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of Commerce’s Bureau of Industry and Security, or the U.S. Department of State.
The Prospective Investor is advised that the General Partner, or its duly authorised delegate, as applicable, may provide information to the Luxembourg Cellule de renseignement financier (CRF) or to any other competent authority, where appropriate, in connection with a request for information on behalf of a law enforcement agency investigating terrorist activity or money laundering or with a duty to report suspicious transactions. The Prospective Investor in particular acknowledges that, in accordance with the 2019 Law, the Partnership is required to file certain information on its beneficial owners with the register of beneficial owners (Registre des bénéficiaires effectifs) and that such information will be available to any member of the public unless such information qualifies for a limitation of access under the 2019 Law.
The Prospective Investor agrees to promptly notify the General Partner (if legally permitted) in writing if there is any change with respect to any of the representations and warranties provided herein.
SEVERABILITY
. The illegality, invalidity or unenforceability of any provision of this Form in any jurisdiction shall not affect the legality, validity or enforceability:
in that jurisdiction, of any other provision of this Form, or
in any other jurisdiction, of that or any other provisions of this Form.
. The illegal, invalid or unenforceable provision shall be replaced by a new provision reflecting the intention of the Prospective Investor.
CONFIDENTIALITY
The Prospective Investor agrees to treat as strictly confidential and shall not use or disclose to any person not authorised by the General Partner to receive it, all or any information relating to the General Partner and Partnership or to the affairs of the General Partner and Partnership received or obtained as a result of entering into or performing this Form, except as required by law or by any regulatory body or actual or potential lenders or credit parties in connection with an actual or potential Credit Facility (as defined below) or with the written approval of the other party. Nothing in this section shall prevent the General Partner from releasing information to the Fund Administrator or any person involved in the management and administration of the Partnership in the proper conduct of its functions as managing general partner of the Partnership.
PLEDGE OF INTEREST
The Prospective Investor agrees that any loans, guarantees, credit facilities or other indebtedness, including without limitation, any subscription facility, of the Partnership and the Master Fund (each, a Credit Facility), may be guaranteed or secured by (i) a pledge, charge or mortgage by the Partnership of its assets and all or a portion of the aggregate unfunded Capital Commitments of all Partners and (ii) a pledge, charge or mortgage by the General Partner of its interest in the Partnership and the rights of the General Partner contained in the Partnership Agreement, including, without limitation, the right to call for additional Capital Contributions pursuant to the Partnership Agreement and to enforce all remedies against a Defaulting Partner that fails to fund its unfunded Capital Commitment pursuant thereto and in accordance with the terms of the Partnership Agreement and this Form. All such rights granted to one or more lenders or credit parties shall apply to its agents and its successors and assigns. In connection with any Credit Facility, the Prospective Investor agrees that, subject to the other terms of the Partnership Agreement and this Form, for the benefit of one or more lenders or credit parties (A) if the lender under such Credit Facility, the credit party or the General Partner shall so request, the Prospective Investor, shall, with a minimum of fourteen (14) days advance notice to the Prospective Investor, confirm to such lender, such credit party or the General Partner the amount of the Prospective Investor’s Capital Commitment and unfunded Capital Commitment and any other relevant matters relating to the Partnership Agreement and this Form (including that the Prospective Investor’s Capital Commitment and unfunded Capital Commitment obligations are unconditional), (B) the Prospective Investor will honor capital calls made by such lender or such credit party in accordance with the terms of the Partnership Agreement without deduction, offset, counterclaim or defense of any kind, but in no event shall such waiver prevent the Prospective Investor from asserting a separate cause of action against the Partnership, (C) the Prospective Investor will, at the time of its admission as a limited partner to the Partnership or as otherwise requested by the lender, the credit party or the General Partner, execute a letter in a form reasonably required by such lender or such credit party confirming the foregoing and its obligations under the Partnership Agreement and this Form and agreeing to use reasonable best efforts to provide (x) such financial information and reports as may be reasonably requested by the lender or the credit party or (y) any similar confirmation letter required by a lender or a credit party under a Credit Facility, (D) at the time of the Prospective Investor’s admission as a limited partner to the Partnership or as otherwise requested by the lender, the credit party or the General Partner, the Prospective Investor will provide to such lender or such credit party copies of its formation documents (or similar documents reasonably acceptable to the lender under any Credit Facility) and (E) at the time of the Prospective Investor’s admission as a limited partner to the Partnership or as otherwise requested by the lender, the credit party or the General Partner, the Prospective Investor shall provide to such lender or such credit party legal opinions or other evidence of corporate authority reasonably requested by such lender or such credit party.
ENTIRE AGREEMENT
The Parties confirm that this Form, the Limited Partnership Agreement (and any Side Letter if applicable) represent the entire understanding, and constitutes the whole agreement, in relation to its subject matter and supersedes any previous agreement including undertakings, arrangements, offer letters, understandings or statements of any nature (whether oral or written) among them with respect thereto.
AMENDMENTS
This Form may not be amended, supplemented or terminated nor may any provisions thereof be waived except by a written instrument signed by the Parties.
GOVERNING LAW AND DISPUTES
.Governing Law
This Form and the rights and obligations of the Parties hereunder and any obligations arising out or in connection with this Form shall be governed by and construed and enforced in accordance with Luxembourg law.
.Disputes
Any legal action or proceeding with respect to this Form shall be brought exclusively before the competent courts of Luxembourg and, by execution and delivery of this Form, the Prospective Investor hereby irrevocably accepts and agrees with the exclusive jurisdiction of the aforesaid courts. The Prospective Investor hereby further irrevocably waives any claim that any such courts lack personal jurisdiction over it, and agrees not to plead or claim, in any legal action proceeding with respect to this Form in any of the aforementioned courts, that such courts lack personal jurisdiction over it.
COUNTERPARTS AND ORIGINALS
..This Form may be executed in any number of counterparts, any one of which need not contain the signatures of more than one party, but all of such counterparts together will constitute one and the same instrument. Signatures of parties transmitted by facsimile or as PDF attachments to emails shall be deemed to be their original signatures for any purpose whatsoever.
..To the fullest extent permitted by law, any signature on the signature page of this Form shall be a handwritten original or a qualified electronically transmitted signature in compliance with the Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market (the eIDAS Regulation).
.This Form has been executed in two (2) originals.
MISCELLANEOUS.
..Use of Email; Facsimile Transmission Indemnity. Prospective Investor understands that it is Prospective Investor’s responsibility to: (i) maintain a valid e-mail address, (ii) provide that address to the Partnership (a space is provided on the signature page hereto) and (iii) monitor e-mails regularly in order to receive time-sensitive information. The Prospective Investor acknowledges that: (a) the Partnership is not liable for undelivered electronic communications, (b) information transmitted over the Internet, which may include personal information, may not be entirely secure, and (c) the Partnership reserves the right to send paper, rather than electronic, copies of all correspondence to the Prospective Investor. Prospective Investor further acknowledges that the Partnership, the General Partner, the Investment Manager and the Administrator are each authorized and instructed to accept and execute any instructions related to this Form, the purchase or redemption of Interests or the maintenance of Prospective Investor’s account by facsimile, email or other means of electronic transmission. If instructions are given by facsimile, email or other means of electronic transmission, Prospective Investor acknowledges that it has the burden to ensure that its instructions are received in legible form and agrees to confirm the instructions in writing. Prospective Investor agrees to indemnify the Partnership, the General Partner, the Investment Manager and the Administrator, and agrees to keep each of them indemnified, against any loss of any nature whatsoever arising to each of them as a result of any of them acting on the Prospective Investor’s facsimile, email or other electronically transmitted instructions.
..Reliance on Documents Believed to be Genuine. Prospective Investor acknowledges that the Partnership and the General Partner shall not incur any liability in respect of any action taken upon any information provided to the Partnership by Prospective Investor or for relying on any notice, consent, request, instructions or other instrument believed to be genuine or to be signed by properly authorized persons on behalf of Prospective Investor, including any document transmitted by facsimile, email or other electronic means. For avoidance of doubt, to the extent that the Prospective Investor executes this Form, the tax forms and/or any other agreement, document or certificate delivered in connection herewith or therewith, using qualified electronic signature (QES) within the meaning of the eIDAS Regulation, in order to have equivalent effect to a handwritten signature, the Prospective Investor confirms that the General Partner and the Partnership shall be entitled to rely on such electronic signature as the genuine signature of the named signatory.
..Payments. Prospective Investor acknowledges that any wire transfers of the proceeds of any distributions or redemptions sent to the financial institution indicated by Prospective Investor on the Prospective Investor Information Sheet attached hereto or otherwise by Prospective Investor in writing will constitute payment to Prospective Investor and relieve the Partnership of any further obligation to Prospective Investor with respect to the amounts so paid and the Interests thereby redeemed. Prospective Investor releases the Partnership from any further obligation with respect thereto.
..Partnership Advisors. The attorneys, accountants and other experts who perform services for the General Partner may also perform services for the Partnership, any parallel fund, any feeder fund, the Management Company and/or their respective affiliates. It is contemplated that any such dual representation, if commenced, will continue. The General Partner may, without the consent of any Limited Partner, execute on behalf of the Partnership any consent to the representation of the Partnership that counsel may request pursuant to the rules of professional conduct in the applicable jurisdiction. The General Partner has retained Greenberg Traurig, LLP and Loyens & Loeff Luxembroug S.À R.L. (collectively, Partnership Legal Counsel) in connection with the formation of the Partnership and may retain Partnership Legal Counsel as Partnership Legal Counsel in connection with the management and operation of the Partnership, including, without limitation, making, holding and disposing of investments. Partnership Legal Counsel will not represent the Prospective Investor or any other Limited Partner or prospective limited partner of the Partnership, unless the General Partner and such Limited Partner or prospective limited partner otherwise agree, in connection with the formation of the Partnership, the offering of the Interest, the management and operation of the Partnership or any dispute that may arise between any Limited Partner, on the one hand, and the General Partner and/or the Partnership on the other hand (the Partnership Legal Matters). If the Prospective Investor wishes counsel on any Partnership Legal Matter, the Prospective Investor will retain its own independent counsel with respect thereto and will pay all fees and expenses of such independent counsel. The Prospective Investor agrees that Partnership Legal Counsel may represent the General Partner and/or the Partnership in connection with the formation of the Partnership and any and all other Partnership Legal Matters (including, without limitation, any dispute between the General Partner and the Prospective Investor or any other Partner). The Prospective Investor acknowledges and agrees that: (i) Partnership Legal Counsel’s representation of the General Partner is limited to the specific matters with respect to which they have been retained and consulted by such persons, (ii) there may exist other matters that could have a bearing on the Partnership, the Partnership’s investments and Portfolio Companies, the General Partner and/or their affiliates as to which Partnership Legal Counsel has been neither retained nor consulted, (iii) Partnership Legal Counsel has not undertaken to monitor the compliance of the General Partner and its affiliates with the investment program and other investment guidelines and procedures set forth in the PPM and the Partnership Agreement, nor does Partnership Legal Counsel monitor compliance by the Partnership, the General Partner and/or their affiliates with applicable laws, unless in each case Partnership Legal Counsel has been specifically retained to do so, (iv) Partnership Legal Counsel does not investigate or verify the accuracy and completeness of information set forth in the PPM concerning the Partnership, the General Partner or any of their respective affiliates and personnel or investments or Co-Investments, Portfolio Funds, their respective Portfolio Companies and (v) except for any opinions specifically set forth in a signed opinion letter issued by Partnership Legal Counsel, Partnership Legal Counsel is not providing any advice, opinion, representation, warranty or other assurance of any kind as to any matter to any limited partner of the Partnership.
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Signature pages follow
PROSPECTIVE INVESTOR SIGNATURE PAGE
Investor: XXX <<NAME OF INVESTOR>>
Name:
Title:
GENERAL PARTNER SIGNATURE PAGE
The foregoing Form is hereby agreed to, and the subscription provided for therein is accepted, by the General Partner on 2022
Name of Prospective Investor
Accepted Subscription Amount
XXX <<NAME OF INVESTOR>>
Commitment in letters: Commitment in figures: USD
For 747 Stuyvesant VIII Lux Feeder, SCSp
By 747 Luxembourg Management, S.à r.l.
Name:
Title: Manager(gérant)
Name:
Title: Manager(gérant)
SCHEDULE 1 – INVESTOR QUESTIONNAIRE
Professional Investor: The Prospective Investor hereby represents and warrants that it, and any separate entity/person (such as an external discretionary investment or portfolio manager) making the decision to invest in the Partnership on behalf of the Prospective Investor, is a professional investor within the meaning of section I of Annex II of the Markets in Financial Instruments Directive (Directive 2014/65/EU) and that it is accurately described by the category or categories set forth below prior to which the Prospective Investor or its authorised representative has checked the box and that the representations otherwise made below are accurately and complete:
The Prospective Investor is an entity which is required to be authorised or regulated to operate in the financial markets. The following list includes all authorised entities carrying out the characteristic activities of the entities mentioned, whether authorised by an EEA State or a third country and whether or not authorised by reference to a directive:
(a) a credit institution;
(b) an investment firm;
(c) any other authorised or regulated financial institution;
(d) an insurance company;
(e) a collective investment scheme or the management company of such a scheme;
(f) a pension fund or the management company of a pension fund;
(g) a commodity or commodity derivatives dealer;
(h) a local enterprise;
(i) other institutional investor.
The Prospective Investor is a large undertaking meeting two of the following size requirements on a company basis:
a balance sheet total of EUR 20,000,000;
a net turnover of EUR 40,000,000;
own funds of EUR 2,000,000.
The Prospective Investor is an individual, or is a legal entity (other than a local public authority or municipality or a local public authority or municipality administering a local government pension scheme) not otherwise described above, but she/he/it:
satisfies two of the following criteria (please tick where applicable):
the Prospective Investor has carried out transactions, in significant size, on the relevant market at an average frequency of 10 per quarter over the previous four quarters;
the size of the Prospective Investor’s financial instrument portfolio, defined as including cash deposits and financial instruments, exceeds EUR 500,000;
the Prospective Investor works or has worked in the financial sector for at least one year in a professional position, which requires knowledge of the transactions or services envisaged.
wishes to be treated as a professional client generally and in respect of the Partnership, and has received a clear written warning of the protections and investor compensation rights she/he/it may lose and has stated in writing, in a separate document from this Form, that she/he/it is aware of the consequences of losing such protections.
The Prospective Investor is a national or regional government, a public body that manages public debt at a national or regional level, a central bank, an international or supranational institution (such as the World Bank, the IMF, the ECP, the EIB) or another similar international organisation.
The Prospective Investor is another institutional investor whose main activity is to invest in financial instruments, including entities dedicated to securitisation of assets or other financing transactions.
Accredited Investor: The Prospective Investor hereby represents and warrants that it is an “accredited investor” under the Securities Act under one or more of the following categories. Please check the applicable box(es) below:
For purposes of this item, “net worth” means the excess of total assets at fair market value, including cash, stock, securities, personal property and real estate (other than your primary residence), over total liabilities (other than a mortgage or other debt secured by your primary residence). In the event that the amount of any mortgage or other indebtedness secured by your primary residence exceeds the fair market value of the residence, that excess liability should also be deducted from your net worth. Any mortgage or indebtedness secured by your primary residence incurred within 60 days before the time of the sale of the securities offered hereunder, other than as a result of the acquisition of the primary residence, shall also be deducted from your net worth.
An entity, other than a trust, not formed for the purpose of investing in a fund sponsored by 747 Capital LLC or its affiliate, (each, a 747 Fund), having total assets in excess of $5,000,000.
A natural person whose individual net worth4, or joint net worth with his or her spouse or spousal equivalent, exceeds $1,000,000.
A natural person who had individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse or spousal equivalent in excess of $300,000 in each of those years and who reasonably expects income in excess of such amounts in the current year.
A trust pursuant to which the grantor(s) of the trust may revoke the trust at any time and regain title to the trust assets and has (have) retained sole investment control over the assets of the trust, and the (each) grantor is described by one or more of the categories set forth above in this item 1.
A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring Interests of the Partnership, whose purchase of the Interests offered is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D.
A “family office,” as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act (i) with assets under management in excess of $5,000,000, (ii) that is not formed for the specific purpose of making an investment in the Partnership, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment in the Partnership.
A natural person who is a director, executive officer, manager, or general partner of the 747 Fund, or a director, executive officer, general partner or manager of the general partner or manager of the 747 Fund.
To the extent that the investor has so notified the general partner of the 747 Fund in writing on or prior to the date hereof, a partnership, corporation or other entity, in which all of the equity holders are persons described by one or more of the categories set forth above in this item 1. If only this item is checked, the investor hereby represents that it has conducted a review of the equity owners of the investor (each, an “Investor Equity Owner”), upon review of representations made by such Investor Equity Owners, each such person is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act and that, without the consent of the general partner of the 747 Fund, it will not directly or indirectly make, allow, cause or suffer to exist any issuance, transfer, sale, assignment, pledge, mortgage, gift or other disposition (a “Transfer”) of a direct or indirect security or interest in the investor that would result in any person that is not an accredited investor becoming an equity or beneficial owner of the investor or the investor’s interest in the 747 Fund, that any such Transfer shall be void ab initio and that the investor will take any and all actions necessary to undo any such Transfer that is made without the express written consent of the general partner of the 747 Fund.
Qualified Client: The Prospective Investor hereby represents and warrants that it is an “qualified client” under the Securities Act under one or more of the following categories. Please check the applicable box(es) below:
For purposes of this item, “net worth” means the excess of total assets at fair market value, including cash, stock, securities, personal property and real estate (other than your primary residence), over total liabilities (other than a mortgage or other debt secured by your primary residence). In the event that the amount of any mortgage or other indebtedness secured by your primary residence exceeds the fair market value of the residence, that excess liability should also be deducted from your net worth. Any mortgage or indebtedness secured by your primary residence incurred within 60 days before the time of the sale of the securities offered hereunder, other than as a result of the acquisition of the primary residence, shall also be deducted from your net worth.
A natural person who satisfies one or more of the following criteria: (a) is a Qualified Purchaser, and/or (b) will have at least $1,100,000 under management with the “Management Company”; and/or (c) has a net worth (together with assets held jointly with a spouse) of more than $2,200,000.
A company that is not (a) a private investment company excepted from registration by Section 3(c)(1) of the Investment Company Act, (b) an investment company registered under the Investment Company Act; or (c) a business development company (as defined in Section 202(a)(22) of the Investment Advisers Act) (each, a Look-Through Entity) and satisfies one or more of the following criteria: (x) is a Qualified Purchaser, and/or (y) will have at least $1,100,000 under the management of the Management Company; and/or (z) has a net worth6 of more than $2,200,000.
A company that is a Look-Through Entity, and each Investor Equity Owner (a) is a Qualified Client by virtue of the fact that such Investor Equity Owner is described in the foregoing paragraphs of this Section 3 (including by virtue of an indirect amount under the management of the Management Company, through the 747 Fund and/or another entity, of at least $1,100,000) and (b) is not itself a Look-Through Entity. If any Investor Equity Owner is itself a Look-Through Entity, then each equity owner thereof that is not a Look-Through Entity and each equity owner of any equity owner thereof that is a Look-Through Entity (looking through each successive tiers of Look-Through Entities until no direct or indirect equity owner is a Look-Through Entity) is a Qualified Client by virtue of the fact that each such equity owner is described in the foregoing paragraphs of this Section 3 (including by virtue of an indirect amount under the management of the Management Company, through one or more 747 Funds, of at least $1,100,000). If only this item is checked, the investor hereby represents that it has conducted a review of the Investor Equity Owners, upon review of representations made by such Investor Equity Owners, each such person is a “Qualified Client” and that, without the consent of the general partner of the 747 Fund, it will not directly or indirectly make, allow, cause or suffer to exist any Transfer of a direct or indirect security or interest in the investor that would result in any person that is not a “Qualified Client” becoming an equity or beneficial owner of the investor or the investor’s interest in the 747 Fund, that any such Transfer shall be void ab initio and that the investor will take any and all actions necessary to undo any such Transfer that is made without the express written consent of the general partner of the 747 Fund.
Qualified Purchaser: The Prospective Investor hereby represents and warrants that it is an “qualified purchaser” under the Investment Company Act under one or more of the following categories. Please check the applicable box(es) below:
A natural person (including any person who holds a joint, community property, or other similar shared ownership interest in an issuer that is excepted under section 3(c)(7) of the Investment Company Act with that person’s Qualified Purchaser spouse) who owns not less than $5,000,000 in investments, as such term is defined under the Investment Company Act for purposes of the definition of “Qualified Purchaser” contained in Section 2(a)(51) thereof (Investments).
A company or entity that: (i) was not formed or reformed for the specific purpose of acquiring the securities offered by the Partnership; (ii) owns not less than $5,000,000 in Investments; and (iii) is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouses (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations, or trusts established by or for the benefit of such persons.
A trust that (i) is not covered by the foregoing paragraphs of this Section IV, (ii) was not formed for the specific purpose of acquiring the securities offered, and (iii) as to which (A) the trustee or other person authorized to make decisions with respect to the trust, and (B) each settlor or other person who has contributed assets to the trust, is a person described in another paragraph of this Section IV.
A person, company or entity, acting for its own account or the accounts of other Qualified Purchasers, that: (i) was not formed or reformed for the specific purpose of acquiring the securities offered by the 747 Fund; and (ii) which in the aggregate owns and invests on a discretionary basis not less than $25,000,000 in Investments.
An entity in which each beneficial owner of such company’s securities satisfies one or more of the foregoing paragraphs of this item 2. If only this item is checked, the investor hereby represents that it has conducted a review of the Investor Equity Owners, upon review of representations made by such Investor Equity Owners, each such person is a “Qualified Purchaser” and that, without the consent of the general partner of the 747 Fund, it will not directly or indirectly make, allow, cause or suffer to exist any Transfer of a direct or indirect security or interest in the investor that would result in any person that is not a “Qualified Purchaser” becoming an equity or beneficial owner of the investor or the investor’s interest in the 747 Fund, that any such Transfer shall be void ab initio and that the investor will take any and all actions necessary to undo any such Transfer that is made without the express written consent of the general partner of the 747 Fund.
The Prospective Investor is not described in any of the foregoing paragraphs of this Section
Look-Through Status: Please check the applicable box(es) below:
The Prospective Investor was formed for the specific purpose of investing in the 747 Fund.
The Prospective Investor’s Investment in the 747 Fund is more than 40% of the investor’s assets (including committed capital).
Beneficial Owners of the Prospective Investor may vary their interests in different investments made by or on behalf of the Prospective Investor.
Beneficial Owners of the Prospective Investor may vary his, her or its share of the profits and losses or the amount of his, her or its contribution for an investment made by the Prospective Investor.
Beneficial owners of the Prospective Investor have the right to “opt out” of an investment or have individual discretion over the amount of his, her or its investment.
None of the foregoing apply.
Beneficial Owners: If the Prospective investor is an entity, the number of beneficial owners is: XXX
U.S. Person Status: Please check the applicable box below.
The Prospective investor is a U.S. Citizen, a resident of the United States or an entity formed pursuant to the laws of the United States (collectively, a U.S. Person).
The Prospective Investor is not a U.S. Person.
ERISA Status: Please check the applicable box below.
The Prospective Investor is not subject to ERISA or any similar law or regulation of any other jurisdiction.
The Prospective Investor is subject to ERISA or any similar law or regulation of any other jurisdiction.
Government Entity Status: Please check the applicable box below.
The Prospective Investor is not a state or other government or a political subdivision of a state or other government.
The Prospective Investor is a state or other government or a political subdivision of a state or other government. If this box is checked, the name of the state or other government is: XXX
SCHEDULE 2 – AML/CFT SCHEDULE
{{#if (equalsTo chooseType 'naturalPerson')}}
Due Diligence Package Individuals
1. INTRODUCTION
This form supplements the investor due diligence Trustmoore performs on behalf of its clients. The requirements contained in this form are the ones applicable under the Luxemburg AML law from 12th November 2004 in is amended version, which requires that an investor provides a set of documents and information, which will be reviewed and assessed before the potential investor can be admitted to the Fund.
Please note that the information you provide in and alongside this form consists of the standard KYC requirements, and that Trustmoore may be required to request further details or documents, in order to ensure the fund’s compliance with the applicable AML regulations.
Where you intend to contribute funds directly or indirectly to a relationship which we administer, we are legally required to obtain the details of your "source of funds"; defined as the activity which has generated the funds you are utilizing for this particular transaction:
Are you or have you been at any time appointed or elected to a prominent public position? (Politically Exposed Person ("PEP"); or closely related to a PEP.)
*A PEP is a senior figure in the executive, legislative, administrative, military, or judicial branches of a government (elected or non - elected), a senior figure of a major political party, a senior executive of a government owned corporation.
If yes, please provide details: {{#if isPEPdetails}} {{isPEPdetails}} {{/if}}
{{#if (equalsTo isPEP 'no')}}
{{else}}
{{/if}} No
Is or has any member of your immediate family been at any time appointed or elected to a prominent public function? (Politically Exposed Person ("PEP"); or closely related to a PEP.)
If yes, please provide details: {{#if isFamilyPEPdetails}} {{isFamilyPEPdetails}} {{/if}}
{{#if (equalsTo isFamilyPEP 'no')}}
{{else}}
{{/if}} No
Are you a close friend or associate of a person who has been appointed or elected to a prominent public function? (Politically Exposed Person ("PEP"); or closely related to a PEP.)
If yes, please provide details: {{#if beenInvestigatedDirectordetails}} {{beenInvestigatedDirectordetails}} {{/if}}
{{#if (equalsTo beenInvestigatedDirector 'no')}}
{{else}}
{{/if}} No
Have you ever been a director, shareholder, officer, or manager of a business entity which has been adjudged bankrupt compulsorily wound up, or has made any compromise or arrangement with its creditors or has otherwise ceased trading in circumstances where its creditors did not receive or have not yet receive full settlement of their claims?
If yes, please provide details: {{#if beenBankruptDirectordetails}} {{beenBankruptDirectordetails}} {{/if}}
{{#if (equalsTo beenBankruptDirector 'no')}}
{{else}}
{{/if}} No
5. TAX INFORMATION
I hereby confirm that I am, for tax purposes, resident in the following jurisdictions (please indicate the Tax Identification Number (TIN) for each jurisdiction):
Confirmation of US tax status - Please tick as appropriate:
{{#if (equalsTo confirmUSTax 'yes')}}
{{else}}
{{/if}} I confirm that I am a US citizen or resident in the US for tax purposes (green card holder or resident under the substantial presence test) and my US federal taxpayer identifying number (US TIN) is: {{ssnitin}}
{{#if (equalsTo confirmUSTax 'no')}}
{{else}}
{{/if}} I confirm that I am not a US person for US tax purposes. I am not a US citizen or green card holder, and I am not a resident in the US for tax purposes.
{{#if (equalsTo confirmUSTax 'surrender')}}
{{else}}
{{/if}} I confirm that I was born in the US (or a US territory) but am no longer a US citizen as I have voluntary surrendered my citizenship as evidenced by the attached (or to be requested) documents.
6. AML/KYC REQUIREMENTS
Please refer to Annex I for the required KYC documentation.
7. DECLARATIONS
I, the undersigned, do hereby confirm:
all the information provided in this form to be accurate and true in every respect and undertake to keep Trustmoore informed in writing of any changes or modifications which may occur in the future;
that I am investing on my own account and behalf;
that I consent that where required by law, the information provided may be disclosed to relevant tax authorities and other regulated service providers; and
that I understand that Trustmoore will hold and process my personal data in accordance with Trustmoore’s Privacy Policy, available at https://trustmoore.com/data-privacy-policy.
{{/if}}
{{#if (equalsTo chooseType 'legalPerson')}}
Due Diligence Package Non-Individuals
1. INTRODUCTION
This form supplements the investor due diligence Trustmoore performs on behalf of its clients. The requirements contained in this form are the ones applicable under the Luxemburg AML law from 12th November 2004 in is amended version, which requires that an investor provides a set of documents and information, which will be reviewed and assessed before the potential investor can be admitted to the Fund.
Please note that the information you provide in and alongside this form consists of the standard KYC requirements, and that Trustmoore may be required to request further details or documents, in order to ensure the fund’s compliance with the applicable AML regulations.
Where you intend to contribute funds directly or indirectly to a relationship which we administer, we are legally required to obtain the details of your "source of funds"; defined as the activity which has generated the funds you are utilizing for this particular transaction:
What is the data of the contact person(s) authorized to give instructions on behalf of the legal person that will invest (this may be a formal director of the legal person, but this may also be another person)?
{{#if (equalsTo appointContactPerson 'yes')}}
Contact person 1
Given names: {{#if contactPersonName}} {{contactPersonName}} {{/if}}
If yes, please provide details: {{#if entityDebtdetails}} {{entityDebtdetails}} {{/if}}
{{#if (equalsTo entityDebt 'no')}}
{{else}}
{{/if}} No
6. TAX IDENTIFICATION
Please confirm if the Trustmoore FATCA (Foreign Account Tax Compliance Act) & CRS self-certification form is completed and provided:
Yes
No
7. AML KYC REQUIREMENTS
Please refer to Annex II for the KYC required documentation based on entity type.
8. DECLARATIONS
I, the undersigned, do hereby confirm:
all the information provided in this form including Annex I to be accurate and true in every respect and undertake to keep Trustmoore informed in writing of any changes or modifications which may occur in the future;
that the legal entity is investing on its own behalf;
that the legal entity consents that where required by law, the information provided may be disclosed to relevant tax authorities and other regulated service providers; and
that I understand that Trustmoore will hold and process my personal data in accordance with Trustmoore’s Privacy Policy, available at https://trustmoore.com/data-privacy-policy.
SIGNER'S INFORMATION
Signed by: {{#if MID_NP_First}} {{MID_NP_First}} {{/if}}
Section 2: FATCA Declaration of U.S. Citizenship or U.S. Residence for Tax purposes*:
{{else}}
Section 2: FATCA Declaration Specified U.S. Person:
{{/if}}
{{#if (equalsTo chooseType 'naturalPerson')}}
{{#if (or (equalsTo areYouAUsCitizen 'yes') (equalsTo areYouAUsTaxResident 'yes') )}}
I confirm that I am a U.S. citizen and/or resident in the U.S. for tax purposes and my U.S. federal
Taxpayer Identifying Number (U.S. TIN) is as follows: {{#if ssnitin}}{{ssnitin}}{{/if}}
{{else}}
I confirm that I am not a U.S. citizen or resident in the U.S. for tax purposes.
{{/if}}
{{else}}
{{#if (equalsTo isEntityAUsTaxResident 'yes')}}
The Entity is a Specified U.S. Person and the Entity’s U.S. Federal Taxpayer Identifying Number
(U.S. TIN) is as follows: {{entitytin}}
{{else}}
The Entity is not a Specified U.S. Person (please also complete Sections 3, 4 and 5).
{{#if entitytin}}
(U.S. TIN) is as follows: {{entitytin}}
{{/if}}
{{/if}}
{{/if}}
{{#unless (equalsTo chooseType 'naturalPerson')}}
Section 3: Entity’s FATCA Classification* (the information provided in this section is for FATCA purposes, please note your classification may differ from your CRS classification in Section 5):
3.2 Please provide the Entity’s Global Intermediary Identification Number (GIIN)
{{entityGiin}}
{{else}}
3.2 The Entity is a Financial Institution but unable to provide a GIIN
{{#if (equalsTo unableToProvideAGiin 'partnerJurisdictionFinancialInstitutionAndHasNotYetObtainedAGiin')}}
Partner Jurisdiction Financial Institution and has not yet obtained a GIIN
{{/if}}
{{#if (equalsTo unableToProvideAGiin 'notYetObtainedAGiin')}}
The Entity has not yet obtained a GIIN, but is sponsored by another entity which does have a GIIN
Sponsor's Name: {{sponsorsName}} Sponsor's GIIN {{sponsorsGiin}}
{{/if}}
{{#if (equalsTo unableToProvideAGiin 'exemptBeneficialOwner')}}
Exempt Beneficial Owner
{{/if}}
{{#if (equalsTo unableToProvideAGiin 'certifiedDeemedCompliantForeignFinancialInstitutionIncludingADeemedCompliantFinancialInstitutionunderAnnexIiOfTheAgreement')}}
Certified Deemed Compliant Foreign Financial Institution (including a deemed compliant Financial Institution under Annex II of the Agreement)
{{/if}}
{{#if (equalsTo unableToProvideAGiin 'nonParticipatingForeignFinancialInstitution')}}
Non-Participating Foreign Financial Institution
{{/if}}
{{#if (equalsTo unableToProvideAGiin 'exceptedForeignFinancialInstitution')}}
Excepted Foreign Financial Institution
{{/if}}
{{#if (equalsTo unableToProvideAGiin 'uSPersonButNotASpecifiedUSPerson')}}
U.S. Person but not a Specified U.S. Person
{{/if}}
{{/if}}
{{else}}
Non-Financial Institutions under FATCA:
{{#if (equalsTo nonFinancialnstitution 'activeNonFinancialForeignEntity')}}
Active Non-Financial Foreign Entity
{{/if}}
{{#if (equalsTo nonFinancialnstitution 'passiveNonFinancialForeignEntity')}}
Passive Non-Financial Foreign Entity
{{/if}}
{{#if (equalsTo nonFinancialnstitution 'exceptedNonFinancialForeignEntity')}}
Excepted Non-Financial Foreign Entity
{{/if}}
{{#if (equalsTo nonFinancialnstitution 'theEntityIsAUSPersonButNotASpecifiedUSPerson')}}
The Entity is a U.S. Person, but not a Specified U.S. Person
{{/if}}
{{/if}}
{{/unless}}
{{#if (equalsTo chooseType 'naturalPerson')}}
Section 3: CRS Declaration of Tax Residence (please note you may choose more than one country) *:
Please indicate your country of Tax Residence (if resident in more than one country please detail all countries of Tax Residence and associated Tax Identification Numbers).
{{else}}
Section 4: CRS Declaration of Tax Residency*
Please indicate the Entity’s place of Tax Residence for CRS purposes (if resident in more than one country please detail all countries of Tax Residence and associated Tax Identification Numbers).
{{/if}}
1 Provision of a Tax Identification Number (TIN) is required unless you are a tax resident in a Jurisdiction that does not issue a TIN. If applicable, please specify the reason for non-availability of a Tax Identification Number:
{{#if (equalsTo chooseType 'naturalPerson')}}
Section 4: Declarations and Undertakings
I declare that:
I have examined the information in this form and that to the best of my knowledge and belief, it is true, correct and complete;
I will submit a new form within 30 days if, due to a change of circumstances, any certification or information on this form becomes incorrect;
I acknowledge that, in case the Country(ies) of Tax Residence listed in Section 4 is/are CRS Reportable Jurisdiction/s, the information disclosed in this Form together with the required information related to my financial account will be reported to the Netherlands Tax and Customs Administration or any other authorised delegates under Netherlands law, and subsequently exchanged with the tax authorities of the CRS Reportable Jurisdiction(s) listed in Section 4, pursuant to international agreements to exchange financial account information;
Upon request, I will have access to the data concerning me that are disclosed to the competent national tax authority, and I will be in a position to rectify any of my personal data. The data collected will not be kept longer than necessary for the purpose for which they were gathered.
Section 5: Entity’s CRS Classification* (the information provided in this section is for CRS, please note your CRS classification may differ from your FATCA classification in Section 3)
{{#if (equalsTo entitysCrsClassification 'custodialInstitutionDepositoryInstitutionSpecifiedInsuranceCompanyOrInvestmentEntityOtherThanAnInvestmentEntityUnderA6BOfSectionViiiOfTheCrsResidentInANonParticipatingJurisdiction')}}
Custodial Institution, Depository Institution, Specified Insurance Company or Investment Entity
other than an Investment Entity under A(6)(b) of Section VIII of the CRS resident in a Non- Participating Jurisdiction
{{/if}}
{{#if (equalsTo entitysCrsClassification 'custodialInstitutionDepositoryInstitutionSpecifiedInsuranceCompanyOrInvestmentEntityOtherThanAnInvestmentEntityUnderA6BOfSectionViiiOfTheCrsResidentInANonParticipatingJurisdiction')}}
An Investment Entity under A(6)(b) of Section VIII of the CRS resident in a Non-Participating Jurisdiction
(If this box is ticked, please include Controlling Person Self-Certification Forms for each of your Controlling Persons)
{{/if}}
{{#if (equalsTo entitysCrsClassification 'activeNonFinancialEntity')}}
Active Non-Financial Entity:
{{#if (equalsTo TypeOfActiveNonFinancialEntity 'aCorporationTheStockOfWhichIsRegularlyTradedOnAnEstablishedSecuritiesMarket')}}
a corporation, the stock of which is regularly traded on an established securities market.
If you fall under this definition, please provide the name of the established securities market on which the corporation is regularly traded: {{SecuritiesMarket}}
{{/if}}
{{#if (equalsTo TypeOfActiveNonFinancialEntity 'aCorporationWhichIsARelatedEntityOfSuchACorporation')}}
a corporation which is a related entity of such a corporation.
If you fall under this definition, please provide the name of the regularly traded corporation that the entity identified in section I of this form is a Related entity of: {{RelatedEntity}}
{{/if}}
{{#if (equalsTo TypeOfActiveNonFinancialEntity 'aGovernmentEntityOrCentralBank')}}
a Government Entity or Central Bank
{{/if}}
{{#if (equalsTo TypeOfActiveNonFinancialEntity 'anInternationalOrganisation')}}
an International Organisation
{{/if}}
{{#if (equalsTo TypeOfActiveNonFinancialEntity 'otherThanAnyOfTheAboveForExampleAStartUpNfeOrANonProfitNfe')}}
other (for example a start-up NFE or a non-profit NFE)
{{/if}}
{{/if}}
{{#if (equalsTo entitysCrsClassification 'passiveNonFinancialEntity')}}
Passive Non-Financial Entity (If this box is ticked, please include Controlling Person Self- Certification Forms for each of your Controlling Persons)
{{/if}}
Section 6: Declarations and Undertakings
I declare that:
I have examined the information in this form and that to the best of my knowledge and belief, it is true, correct and complete;
I will submit a new form within 30 days if, due to a change of circumstances, any certification or information on this form becomes incorrect;
I acknowledge that, in case the Country(ies) of Tax Residence listed in Section 4 is/are CRS Reportable Jurisdiction/s, the information disclosed in this Form together with the required information related to my financial account will be reported to the Netherlands Tax and Customs Administration or any other authorised delegates under Netherlands law, and subsequently exchanged with the tax authorities of the CRS Reportable Jurisdiction(s) listed in Section 4, pursuant to international agreements to exchange financial account information;
Upon request, I will have access to the data concerning me that are disclosed to the competent national tax authority, and I will be in a position to rectify any of my personal data. The data collected will not be kept longer than necessary for the purpose for which they were gathered.
SCHEDULE 4- FATCA CRS INDIVIDUAL SELF-CERTIFICATION FORM
<<TRUSTMOORE FATCA INDIVIDUAL>>
PART II: CONTROLLING PERSON SELF-CERTIFICATION FORM FOR FATCA AND CRS
Filled for each Controlling person individually
{{#if First_CP1}}
{{/if}}
{{#if First_CP1}}
Type of controller for entity: {{#if typeOfControllingPersonForEntity1_CP1}}{{typeOfControllingPersonForEntity1_CP1}}{{/if}}
Confirmation of US tax status - Please tick as appropriate:
{{#if (equalsTo confirmUSTax_CP1 'yes')}}
{{else}}
{{/if}} I confirm that I am a US citizen or resident in the US for tax purposes (green card holder or resident under the substantial presence test){{#if ssnitin_CP1}}, with (I)TIN: {{ssnitin_CP1}}{{/if}}
{{#if (equalsTo confirmUSTax_CP1 'no')}}
{{else}}
{{/if}} I confirm that I am not a US person for US tax purposes. I am not a US citizen or green card holder, and I am not a resident in the US for tax purposes.
{{#if (equalsTo confirmUSTax_CP1 'surrender')}}
{{else}}
{{/if}} I confirm that I was born in the US (or a US territory) but am no longer a US citizen as I have voluntary surrendered my citizenship as evidenced by the attached documents.
{{#if countryOfTaxResidence1_CP1}}
Tax payer country 1: {{countryOfTaxResidence1_CP1}}
TIN or Reason: {{taxIdentificationNumber3}} {{reasonTaxNumberNotApplicable1_CP1}}
{{/if}}
{{#if countryOfTaxResidence2_CP1}}
Tax payer country 2: {{countryOfTaxResidence2_CP1}}
TIN or Reason: {{taxIdentificationNumber2_CP1}} {{reasonTaxNumberNotApplicable2_CP1}}
{{/if}}
{{#if countryOfTaxResidence3_CP1}}
Tax payer country 3: {{countryOfTaxResidence3_CP1}}
TIN or Reason: {{taxIdentificationNumber5}} {{reasonTaxNumberNotApplicable3_CP1}}
Type of controller for entity: {{#if typeOfControllingPersonForEntity1_CP2}}{{typeOfControllingPersonForEntity1_CP2}}{{/if}}
Confirmation of US tax status - Please tick as appropriate:
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{{else}}
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{{#if (equalsTo confirmUSTax_CP2 'no')}}
{{else}}
{{/if}} I confirm that I am not a US person for US tax purposes. I am not a US citizen or green card holder, and I am not a resident in the US for tax purposes.
{{#if (equalsTo confirmUSTax_CP2 'surrender')}}
{{else}}
{{/if}} I confirm that I was born in the US (or a US territory) but am no longer a US citizen as I have voluntary surrendered my citizenship as evidenced by the attached documents.
{{#if countryOfTaxResidence1_CP2}}
Tax payer country 1: {{countryOfTaxResidence1_CP2}}
TIN or Reason: {{taxIdentificationNumber4}} {{reasonTaxNumberNotApplicable1_CP2}}
{{/if}}
{{#if countryOfTaxResidence2_CP2}}
Tax payer country 2: {{countryOfTaxResidence2_CP2}}
TIN or Reason: {{taxIdentificationNumber2_CP2}} {{reasonTaxNumberNotApplicable2_CP2}}
{{/if}}
{{#if countryOfTaxResidence3_CP2}}
Tax payer country 3: {{countryOfTaxResidence3_CP2}}
TIN or Reason: {{taxIdentificationNumber9}} {{reasonTaxNumberNotApplicable3_CP2}}
Type of controller for entity: {{#if typeOfControllingPersonForEntity1_CP3}}{{typeOfControllingPersonForEntity1_CP3}}{{/if}}
Confirmation of US tax status - Please tick as appropriate:
{{#if (equalsTo confirmUSTax_CP3 'yes')}}
{{else}}
{{/if}} I confirm that I am a US citizen or resident in the US for tax purposes (green card holder or resident under the substantial presence test){{#if ssnitin_CP3}}, with (I)TIN: {{ssnitin_CP3}}{{/if}}
{{#if (equalsTo confirmUSTax_CP3 'no')}}
{{else}}
{{/if}} I confirm that I am not a US person for US tax purposes. I am not a US citizen or green card holder, and I am not a resident in the US for tax purposes.
{{#if (equalsTo confirmUSTax_CP3 'surrender')}}
{{else}}
{{/if}} I confirm that I was born in the US (or a US territory) but am no longer a US citizen as I have voluntary surrendered my citizenship as evidenced by the attached documents.
{{#if countryOfTaxResidence1_CP3}}
Tax payer country 1: {{countryOfTaxResidence1_CP3}}
TIN or Reason: {{taxIdentificationNumber10}} {{reasonTaxNumberNotApplicable1_CP3}}
{{/if}}
{{#if countryOfTaxResidence2_CP3}}
Tax payer country 2: {{countryOfTaxResidence2_CP3}}
TIN or Reason: {{taxIdentificationNumber2_CP3}} {{reasonTaxNumberNotApplicable2_CP3}}
{{/if}}
{{#if countryOfTaxResidence3_CP3}}
Tax payer country 3: {{countryOfTaxResidence3_CP3}}
TIN or Reason: {{taxIdentificationNumber11}} {{reasonTaxNumberNotApplicable3_CP3}}
Section 7.3 Mailing address (if different from above):
Street:
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City:
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Country:
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Section 7.{{#if (equalsTo differentMailingAddressCP1 'yes')}}4{{else}}3{{/if}} Place of birth*
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Country of birth:
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Section 7.{{#if (equalsTo differentMailingAddressCP1 'yes')}}5{{else}}4{{/if}} Legal name of the relevant entity Account Holder(s) of which you are a Controlling Person
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<<PAGE BREAK>>
<<PAGE BREAK>>
Supplemental Questionnaire for Residents of the United Kingdom
(To be completed by Prospective Investors that are residents of the United Kingdom only)
Please select one or more of the items below to indicate whether the Prospective Investor is a “Professional Client” for purposes of the United Kingdom Financial Conduct Authority Rules:
an entity required to be authorised or regulated to operate in the financial markets;
a body corporate (including a limited liability partnership) which has (or any of whose holding companies or subsidiaries has) (or has had at any time during the previous two years) called up share capital or net assets of at least £5 million (or its equivalent in any other currency at the relevant time);
an undertaking that meets (or any of whose holding companies or subsidiaries meets) two of the following tests: (a) a balance sheet total of €12.5 million; (b) a net turnover of €25 million; and (c) an average number of employees during the year of 250;
a partnership or unincorporated association which has (or has had at any time during the previous two years) net assets of at least £5 million (or its equivalent in any other currency at the relevant time) and calculated in the case of a limited partnership without deducting loans owing to any of the partners;
a trustee of a trust (other than an occupational pension scheme, SSAS, personal pension scheme or stakeholder pension scheme) which has (or has had at any time during the previous two years) assets of at least £10 million (or its equivalent in any other currency at the relevant time) calculated by aggregating the value of the cash and designated investments forming part of the trust’s assets, but before deducting its liabilities;
a trustee of an occupational pension scheme or SSAS, or a trustee or operator of a personal pension scheme or stakeholder pension scheme where the scheme has (or has had at any time during the previous two years): (a) at least 50 members; and (b) assets under management of at least £10 million (or its equivalent in any other currency at the relevant time);
a national or regional government, a public body that manages public debt, a central bank, an international or supranational institution (such as the World Bank, the IMF, the ECP, the EIB) or another similar international organisation;
another institutional investor whose main activity is to invest in designated investments. This includes entities dedicated to the securitisation of assets or other financing transactions;
any person the General Partner has determined to treat as an “elective professional client” under, and in accordance with the procedures set out in, the FCA Rules; or
Prospective Investor is not a “Professional Client (<<IF SELECTED COMPLETE THE STATEMENT FOR HIGH NET WORTH INDIVIDUALS>>)
The undersigned hereby certifies that the foregoing information is true and correct in all respects. The undersigned further agrees to notify the Partnership promptly following any change in the foregoing information.
IN WITNESS WHEREOF, the undersigned has executed this Supplemental Questionnaire for UK Residents on XXX <<DATE TODAY>>
Name of the Prospective Investor: XXX
(exactly as to appear in the Partnership’s records)
Title (if the Prospective Investor is not a natural person): XXX
<<PAGE BREAK>>
Statement for Certified High Net Worth Individuals (For UK Residents who are not “Professional Clients”)
I declare that I am a certified high net worth individual for the purpose of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
I understand that this means: (i) I can receive financial promotions that may not have been approved by a person authorized by the Financial Conduct Authority; (ii) the content of such financial promotions may not conform to rules issued by the Financial Conduct Authority; (iii) by signing this statement I may lose significant rights; (iv) I may have no right to complain to either of the following: (x) the Financial Conduct Authority; or (y) the Financial Ombudsman Scheme; and (v) I may have no right to seek compensation from the Financial Services Compensation Scheme.
I am a certified high net worth individual because at least one of the following applies (please check all that apply):
I had, during the financial year immediately preceding the date below, an annual income to the value of £100,000 or more;
I held, throughout the financial year immediately preceding the date below, net assets to the value of £250,000 or more. Net assets for these purposes do not include: (i) the property which is my primary residence or any loan secured on that residence; (ii) any rights of mine under a qualifying contract of insurance within the meaning of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001; or (iii) any benefits (in the form of pensions or otherwise) which are payable on the termination of my service or on my death or retirement and to which I am (or my dependents are), or may be, entitled.
None of the foregoing apply.
I accept that I can lose my property and other assets from making investment decisions based on financial promotions.
I am aware that it is open to me to seek advice from someone who specializes in advising on investments.
Date: XXX <<DATE TODAY>>
<<PAGE BREAK>>
747 Capital LLC
Privacy Notice
On behalf of itself and each of 747 Stuyvesant Management VIII, LLC, 747 Luxembourg Management, S.à r.l., 747 Stuyvesant VIII Lux Feeder, SCSp, 747 Stuyvesant VIII, L.P. and 747 Stuyvesant VIII Parallel Fund, L.P.
Our Commitment to Your Privacy
We are sensitive to the privacy concerns of our individual limited partners, and value the trust you place in use when you share your Personal Data. We are providing you with this notice (Privacy Notice) to help you better understand how and why we collect certain Personal Data from you, the care with which we treat that information, and how we use your Personal Data. Please read this Privacy Notice carefully to understand what we do.
This Privacy Notice is intended only for individuals, certain entities that are essentially “alter egos” of individuals (e.g., revocable grantor trusts, IRAs or certain estate planning vehicles), and identifiable natural persons (“data subjects”) only. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
Contact Details
This Privacy Notice applies to 747 Capital LLC. You may contact us via postal mail at 880 Third Avenue, 17th Floor, New York, NY 10022, U.S.A. or email at marc@747capital.com.
You may also contact our data protection representative in the E.U., using the following contact details: Marc der Kinderen, tel. +31-65-158-8937 (in the Netherlands) or +1-212-747-7474.
Personal Data We Collect
We collect and process Personal Data in accordance with the requirements of the data protection laws (Relevant Data Protection Laws) applicable to the particular Personal Data at issue. The Relevant Data Protection Laws include the data protection or privacy laws of any country or jurisdiction applicable to the processing of Personal Data covered by this Privacy Notice, including but not limited to the European Union’s General Data Protection Regulation.
“Personal Data” (or the equivalent term such as “personal information” or “non-public personal information” under Relevant Data Protection Laws) means (to the extent applicable) any information relating to an identified or identifiable natural person, from which that individual can be directly or indirectly personally identified, and includes information such as name, address, email address, date of birth, identification and account numbers and online identifiers, or otherwise has the meaning as set out in Relevant Data Protection Laws applicable to you. Information that has been anonymized so that it does not identify a specific individual is not “Personal Data.”
In connection with forming and operating our private investment funds for our limited partners, we collect and maintain Personal Data from the following sources:
Information we receive directly from you, or from corporate individuals you have engaged to act on your behalf, in conversations over the telephone, in voicemails, through written correspondence, via e-mail, or in subscription agreements, investor questionnaires, applications or other forms. Information that is collected in this manner includes identity information such as name, address, personal contact details (including email address and telephone numbers), date of birth, financial information, passport number, nationality, job title, driver’s license or identity card information.
Information about your transactions with us or others such as payment data.
Information captured on our website via cookies and other tracking technology, including technical and usage information such as your IP address, log data (such as your browser type, operating system, pages visited and search terms), time zone settings, browser plugin types, operating systems and platform, device information, registration information and any other Personal Data captured via “cookies.”
How We Use Your Personal Data
The collected and maintained information is used for the following purposes:
To provide our services to you. We collect this data for the performance of the contract between you and us (i.e. a subscription agreement, and the contractual relations pursuant thereto), and we cannot provide our services to you without your Personal Data. We also use your Personal Data to inform you about our services and relevant developments in our industry.
To respond to your inquiries. We process your Personal Data when you contact us, such as with questions, concerns or issues. We have a legitimate interest in communicating with you in order to resolve any questions, concerns or issues you may have. Without your Personal Data, we cannot respond to you or ensure your continued use and enjoyment of the services.
To ensure the security of the service. We are committed to ensuring your safety and continued enjoyment of our services. To do so, we process your Personal Data to: combat spam, malware, malicious activities or security risks; improve and enforce our security measures; and to monitor and verify your identity so that unauthorized users do not access your account with us. We have a legitimate interest in providing security of your Personal Data and our services, and we cannot ensure the security of our services if we do not process your Personal Data for security purposes.
To comply with our legal obligation. We may also process your Personal Data to comply with legal and regulatory obligations applicable to us or our funds from time to time, such as applicable anti-money laundering and counter terrorist financing legislation or to exercise our legal rights where it is necessary to do so, such as to detect, prevent, or respond to fraud claims, intellectual property infringement claims, or violations of law or misuse of our information or our website. It is in the public interest and the legitimate interest of our Company to comply with legal obligations.
For research and development purposes. To continue to provide you with our services, we collect information about the way you use and interact with our services for research and development purposes. Research and development help us improve our services, and build new services and customized features or services. We take additional security measures when processing your Personal Data for such purposes, by de-identifying or pseudonymizing your information, limiting access to personnel that may conduct research and development, and applying other technical, physical, and administrative security measures. It is in the legitimate interest of our Company to understand how you interact with our business.
Retention
We retain your Personal Data for as long as necessary to perform the activities described in this Privacy Notice, or where we have an ongoing legitimate business need to do so, such as for legal, regulatory, accounting or reporting requirements. Generally, information regarding limited partners and former limited partners are maintained for the term of the applicable investment fund plus five years thereafter.
When our legitimate interest for retaining your Personal Data ceases to exist, we will either delete or anonymize your Personal Data so that it can no longer be attributed to you. To the extent residual information remains within our databases, back-ups or other records and we are unable to anonymize it we will isolate such information from further processing until deletion is possible.
Individual Rights
You may have the following rights under the Relevant Data Protection Laws listed below. We may seek to verify your identity when we receive an individual rights request from you to ensure the security of your Personal Data.
Access, Correct, Delete. You may have the right to confirm whether we hold any Personal Data about you, and to access, correct any inaccuracies in, and in certain circumstances, you may request deletion of your Personal Data.
Object to Processing and Portability. You can object to certain processing of your Personal Data (including automated processing), ask us to restrict processing of your Personal Data or in limited circumstances, have the right to request portability of your Personal Data, in each case subject to the conditions and/or restrictions set out in Relevant Data Protection Laws.
Right to Withdraw Consent. For any consent-based processing of your Personal Data, you have the right to withdraw your consent at any time. A withdrawal of consent will not affect the lawfulness of our processing or the processing of any third parties based on consent before your withdrawal.
If you would like to exercise your rights under applicable law, please contact us or our data protection representative. The relevant contact details can be found under the header ‘Contact Details’ at the top of this Privacy Notice.
Please note that we may limit your individual rights requests: (a) where denial of access is required or authorized by law, (b) when granting access would have a negative impact on the privacy of others, (c) to protect our rights and properties, or (d) where the request is frivolous or burdensome.
If you are a resident of the EEA you also have a right to lodge a complaint with a competent supervisory authority situated in a member state of your habitual residence, place of work, or place of alleged infringement.
If you believe we have infringed or violated your privacy rights, please contact us so that we may resolve your dispute directly.
Disclosure of Information
We do not sell, exchange, transfer or disclose any Personal Data about you to anyone, except as permitted or required by law or regulation and to our service providers, including, administrators, lenders, banks, auditors, law firms, governmental agencies or pursuant to legal process, self-regulatory organizations and/or consultants, who (i) have a need for such information in order to provide such services and (ii) do not further sell, exchange, transfer or disclose such information. In the event of a business reorganization, sale, transfer, or merger involving our business, parts of our business or our assets we may be required to disclose your Personal Data to third parties. Such service providers are located in the United States and the EEA. If you believe that your privacy has been breached, please contact us using the details below and provide details of the incident so that we can investigate and respond to you about your concerns. Any disclosures will be only to the extent permitted by federal and state law. Certain disclosures may require us to get an “opt-in” or “opt-out” from you. If this is required, we will do so before information is shared. Otherwise, we do not share any of your Personal Data unless authorized by you or as permitted by law.
We will ensure that any business to business transfers of Personal Data outside the EEA or the UK will take place in accordance with the relevant European privacy legislation. In this respect we – for example – rely on the necessity of the transfer for the performance of the contract or by using standard contractual clauses. Where you are in the UK or the EEA, further information in relation to specific international transfers can be obtained by contacting us.
Former Limited Partners
We maintain Personal Data of our former limited partners and apply the same policies that apply to current limited partners, as described in more detail under the heading “Retention” above.
Information Security
We take the privacy and security of your Personal Data seriously. We restrict access to Personal Data about you to those employees, agents, or other parties who need to know that information to provide products or services to you. We employ physical, electronic and procedural safeguards to protect your Personal Data in our possession or under our control. While we use reasonable efforts to protect your Personal Data, we cannot guarantee the security of your Personal Data. In the event that we are required by law to inform you of any privacy or security event relating to your Personal Data we may notify you electronically, in writing, or by telephone, if permitted to do so by law.
Further Information
The examples contained within this notice are illustrations only and are not intended to be exclusive. This Privacy Notice complies with (i) the E.U. General Data Protection Regulation (EU-GDPR) in force since May 25, 2018, and the UK and Switzerland implementations of the same, and (ii) the privacy provisions of Regulation S-P under the U.S. Gramm-Leach-Bliley Act. For purposes of the EU-GDPR and the UK GDPR, 747 Capital is the data controller. You may have additional rights under other U.S. laws, E.U. laws, U.K. laws or the laws of other jurisdictions. that may apply to you. We reserve the right to change this Privacy Notice at any time.