APPENDIX A to QUADRIS Environmental Fund PLC Offering Document dated 11 th August QUADRIS Environmental Fund PLC Application Form

Transcription

1 APPENDIX A to QUADRIS Environmental Fund PLC Offering Document dated 11 th August 2010 QUADRIS Environmental Fund PLC Application Form Please send completed application forms, together with the required due diligence documentation to: Blue Sea International Limited, North Quay, Douglas, Isle of Man, IM1 4LB; Fax: Tel: Application Procedure Applications should be sent to the Manager at North Quay, Douglas, Isle of Man. Applications must be received by the Manager no later than 5 p.m. (London time) on the Business Day immediately preceding the relevant Dealing Day. All applications, whenever made, should be accompanied by a copy of the telegraphic transfer form providing for payment before the relevant Dealing Day to the bank account set out in this Application Form. After the Initial Offer of Shares, the number of Shares issued in respect of any application will depend on the relevant Subscription Price. A right is reserved to accept in part only or to reject or scale down applications for Shares, and to make any acceptance in whole or in part subject to the prior provision of information sufficient to satisfy the Directors that the receipt of such application and/or any subsequent issue of Shares is not made in consequence of or will not constitute a breach of the Laws or any applicable legislation in the country of origin of the applicant. If any application is not accepted in full, application monies will be returned in part or in full (as the case may require) to the applicant by mail at the applicant's risk, or by telegraphic transfer to the remitting account at the applicant s expense. All cheques and other documents sent or returned to applicants will be sent by mail at the risk of the person(s) entitled thereto. Where payment in respect of a subscription for Shares is tendered or requested in a freely transferable currency, the necessary foreign exchange transaction will be arranged for the account of, and at the expense of, the applicant at the time the application is received and accepted. Shares will only be issued on receipt of cleared funds. Application Process The completed form should be detached and posted or faxed (with the original following by post) to the Manager: Blue Sea International Limited, North Quay, Douglas, Isle of Man, IM1 4LB. Tel No: +44 (0) , Fax No: +44 (0) Page 1 of 13

2 DATA PROTECTION In accordance with the Isle of Man Data Protection Act 2002, it should be noted that the Manager may hold and process information comprising "personal data" obtained from or about investors in relation to their investments in the Fund. (In this context "investors" includes individual directors, officers, authorised signatories and beneficial owners of corporate investors; individual trustees, settlors, protectors and beneficiaries of trust investors; individual limited partners and general partners of limited partnerships and any other person whose personal data is provided to the Manager in connection with an investment in the Fund). This personal data may be utilised by the Manager: (a) to properly identify the investor in accordance with anti-money laundering regulatory requirements; (b) to properly record the investor's interest in the Fund in accordance with relevant corporate laws and regulations; (c) to advise the investor of matters relative to his/her investment in the Fund, including current values and changes to Fund documentation etc; (d) unless the investor notifies the Manager otherwise, to advise the investor of other investment opportunities that may be or become available from the Fund's sponsors. By agreeing to invest in the Fund, investors acknowledge and accept that the Manager may hold and process personal data for the purposes outlined above and further acknowledge and accept that the Manager may, in order to fulfil its duties to the Fund and comply with regulatory requirements: (i) retain such personal data for prescribed periods after the investor has redeemed his/her holding in the Fund; (ii) transfer such personal data, by any method including electronically, to the Fund's registered agent in its country of incorporation, including countries which may not have enacted data protection legislation equivalent to that in the Isle of Man; (iii) transfer such information to the Directors, Investment Manager, legal advisor or any other agent of the Fund entitled to receive such information; (iv) transfer such personal data to any person or entity to which the Manager has a legal obligation to disclose such information; (v) maintain such information on proprietary Blue Sea International Limited computer systems which may be based or maintained in countries which have not enacted data protection legislation equivalent to that in the Isle of Man. Telephone calls to Blue Sea International Limited may be monitored or recorded for security, confirmation and/or training purposes. ISIN / SEDOL CODES Security Description ISIN Code SEDOL Code FORESTRY USD VARIABLE RATE GROWTH SHS GB00B1W3KG93 B1W3KG9 FORESTRY EUR VARIABLE RATE GROWTH SHS GB00B1W3KH01 B1W3KH0 FORESTRY GBP VARIABLE RATE GROWTH SHS GB CHARITABLE TRUST GBP INC CLS GB00B24G6874 B24G687 INSTITUTIONAL GBP VARIABLE GROWTH CLASS IM00B3DWR798 B3DWR79 Page 2 of 13

3 Payment Details a) For bank to bank transfer please arrange transfer to: ALL CURRENCIES Beneficiary Bank Isle of Man Bank, East Region, Douglas, Isle of Man Swift Code RBOSIMD2 Beneficiary Account Cayman National Bank & Trust Company (IOM) Ltd IBAN Number GB61RBOS Sort Code Account number For further credit to: [Please insert account number as below followed by shareholder name] Account No Account Name For subscriptions to: GBP BSIL SPEC Client a/c re Quadris Environmental Fund Plc FVG GBP Forestry Variable Growth BSIL SPEC Client a/c re Quadris Environmental Fund Plc Ins VG GBP Institutional Variable Growth BSIL SPEC Client a/c re : Quadris Environmental Fund Plc GBP General GBP Account USD BSIL SPEC Client a/c re : Quadris Environmental Fund Plc USD EUR BSIL SPEC Client a/c re Quadris Environmental Fund Plc Euro b) Cheques to be made payable to: BSIL SPEC Clients a/c re QUADRIS Environmental Fund Cheques issued in currency (USD or Euro) will incur a clearing charge and can be subject to a delayed period for clearance at the issuing bank. Page 3 of 13

4 Individual Registration and Verification Notes: 1. Occupation As per note 4 below, the Manager needs to understand the origins of an individual s wealth and to assist with this understanding, the Manager should be provided with details of the individual s occupation and preferably the name of the individual s employer. If the individual is retired, please provide details of the former occupation(s) relevant to generation of the source of wealth. 2. Source of funds is the immediate source from where the funds have derived. Please provide the name of the bank from which the individual s funds will be transferred, or on which the cheque has been drawn. Fund receipts from 3 rd party accounts will need to be clarified with the Manager. 3. Source of wealth is distinct from source of funds and describes the origins of a customer's financial standing or total net worth i.e. those activities which have generated a customer's funds. Generic terms such as savings or salary are insufficient. Details of how the individual has generated their wealth should be provided. Thereafter, the Manager will advise whether paperwork is required to support the application, which will be based on the amount being invested, and the individual s personal situation. 4. Verification of identity Certified copies must be clear and include the individual s photograph and signature. The copy must be of good quality and facilitate identification of the individual. Poor quality copies will not be accepted. 2 nd generation certified copies will only be accepted if they are good quality, certified by the same individual and there is a short period of time between the two certifications. 5. Persons deemed suitable to certify verification documents include a lawyer, notary public, actuary, accountant or company secretary who is a member of a recognised professional body, or a director, company secretary or manager of a business regulated outside of the Isle of Man. The certifier must sign and date the copy document (printing his/her name clearly in capitals underneath) and clearly indicate his/her position or capacity on it and provide his contact details. The certifier must state that it is a true copy of the original, that, where appropriate, the photograph is a true likeness of the individual concerned. 6. Verification of residential address Paperwork must be no more than 3 months old. Poor quality copies will not be accepted. 2 nd generation certified copies will only be accepted if they are good quality, certified by the same individual and there is a short period of time between the two certifications. If an individual s driving license has been used to verify the individual s identity, it may not also be used to verify residential address. Mobile telephone bills are not acceptable as evidence of address under any circumstances. Documents to Accompany the Application The Manager is required to obtain registration information and verify the identity of all new investors, by way of the provision of various supporting documents. Please refer to the attached schedules, which provide guidance on the information and paperwork required, dependent on the type of investor. Regulated Entities/Intermediaries Isle of Man Anti-Money Laundering regulation offers a number of regimes to regulated entities designed to, where possible, reduce the administrative burden as regards provision of direct client due diligence, instead placing reliance on the equivalent regulation governing the entity. These regimes are Acceptable Applicants and Intermediary status. Should a regulated entity like to make use of one of the regimes, please contact the Manager to discuss the options pursuant to the regulated entity and the investor situation. Page 4 of 13

5 Individual applicants must complete Section A1, A2, and Section C Corporate applicants must complete section B1, B2, and Section C Section A Individual (Please complete ALL questions. If any questions are not answered, the Manager will need to request the information, which may result in a delay in the processing of you application.) Section A1- Registration and Verification Details for Individual Investors: Applicant Details * Registration Details 1 st Applicant 2 nd Applicant See Note Title (Mr, Mrs, etc.) Forename(s) Surname Alternative/former names used (i.e. maiden/pseudonym) Address Postcode Telephone (Home) address Date of Birth Place of Birth Nationality Gender Occupation and name of employer (If retired, name of former employer) Details of any public or high profile positions held Source of Funds Source of Wealth Verification Documents to be provided with the Application 1. Certified copy current valid passport, national identity card or driving licence, bearing the photograph of the applicant. 2. Original or certified copy statement from a recognised bank, building society or credit card company, or certified copy driving licence or national identity card containing current residential address, or original or certified copy rates, council tax or utility bill. 3. Where applicable original or certified copy paperwork to support source of wealth information. 4 & 5 5 & 6 3 & 5 * If there are more than two applicants, please complete additional application forms as required. For the purpose of definition in this application form, joint applicants will be referred to singly as the Applicant. Page 5 of 13

6 Corporation Registration and Verification Notes: 1. Where a corporate entity is listed, please provide details of the listing to include the exchange the entity is listed on. Where a corporate entity is regulated, please provide regulation details together with details of the regulator. 2. Source of funds is the immediate source from where the funds have derived. Please provide the name of the bank from which the entity s funds will be transferred, or on which the cheque has been drawn. Fund receipts from 3 rd party accounts will need to be clarified with the Manager. 3. Source of wealth is distinct from source of funds and describes the origins of a customer's financial standing or total net worth i.e. those activities which have generated a customer's funds. Details of how the entity has generated the wealth being invested should be provided and should be supported by the entity s accounts. Thereafter, the Manager will advise whether paperwork is required to support the application, which will be based on the amount being invested, and the entity s situation. 4. Persons deemed suitable to certify verification documents include a lawyer, notary public, actuary, accountant or company secretary who is a member of a recognised professional body, or a director, company secretary or manager of a business regulated outside of the Isle of Man. The certifier must sign and date the copy document (printing his/her name clearly in capitals underneath) and clearly indicate his/her position or capacity on it and provide his contact details. The certifier must state that it is a true copy of the original, that, where appropriate, the photograph is a true likeness of the individual concerned. 5. Where a company is not quoted on a regulated exchange, the identity of the beneficial owners and directors must be verified, as per the requirements for an individual, (included in this application), as follows: (a) Any person who ultimately owns or controls (whether directly or indirectly) more than 25% of the shares of voting rights in the company. (b) If different from (a) any person(s) having power to direct the activities of the legal person, i.e. directors or equivalent and account signatories. Where there are numerous directors or authorised signatories, the Manager will provide guidance on the individuals who need to provide verification paperwork. The entity must also provide a certified copy of the board resolution that provides the individuals representing the corporate customer with the right to act on the institution's behalf. Documents to Accompany the Application The Manager is required to obtain registration information and verify the identity of all new investors, by way of the provision of various supporting documents. Please refer to the attached schedules, which provide guidance on the information and paperwork required, dependent on the type of investor. Regulated Entities/Intermediaries Isle of Man Anti-Money Laundering regulation offers a number of regimes to regulated entities designed to, where possible, reduce the administrative burden as regards provision of direct client due diligence, instead placing reliance on the equivalent regulation governing the entity. These regimes are Acceptable Applicants and Intermediary status. Should a regulated entity like to make use of one of the regimes, please contact the Manager to discuss the options pursuant to the regulated entity and the investor situation. Page 6 of 13

7 Section B - Corporate Section B1 - Registration and Verification Details for Corporate Investors: Applicant Details (Please complete ALL questions. If any questions are not answered, the Manager will need to request the information, which may result in a delay in the processing of you application.) Registration Details Name of Corporate Entity See Note Former Names Trading Name(s) Company Registration Number Registered Address Postcode Business Address (if different from above) Country of Formation Date of Incorporation Listed on a stock exchange / Regulated by a national regulatory body such as the FSA Telephone & Fax Number 1 Address Web Address Nature of Business Source of Funds Source of Wealth 2 3 Verification Documents to be provided with the Application 1. Certified copy Certificate of Incorporation or equivalent Certified copy Memorandum and Articles of Association or equivalent Certified copy latest audited report and accounts Original or certified copy identity paperwork on beneficial owners and directors. Page 7 of 13 4 & 5

8 Section A2 / B2 Application: I/We apply to invest in QUADRIS ENVIRONMENTAL FUND PLC as indicated below, having received and read a copy of the Offering Document of the Fund, dated 11 th August Payment will be made by cheque / bank transfer (see page 3 of the Application Form) (delete as appropriate). Amount to be invested in figures: GBP/USD/EUR GBP GBP Signature (s) Amount to be invested in words: Share Class Forestry Variable Growth Shares Minimum Investment: 10,000, 10,000, $15,000 Charitable Trust Income Class Minimum Investment: 100,000 Institutional Variable Growth Class Minimum Investment: 100,000 Name (s) Title Date Page 8 of 13

9 Section C - Terms and Conditions: 1. I/We confirm that I am/we are 18 years of age or over. 2. I/We confirm that I/we am/are not a US person (as defined in the Offering Document) and am not acquiring Shares on behalf of, or for the benefit of, a US Person, nor do I/we intend selling or transferring any shares which I/we may purchase to any person who is a US person. I/we confirm that I/we was/were not in the US at the time any shares were offered to me/us or at the time I/we executed this Agreement. 3. I/We warrant that I/we am/are not acquiring any Shares for immediate re-sale. 4. I/We declare that the shares have not been acquired directly or indirectly in violation of any applicable law. 5. I/We having read and understood a copy of the Offering Document hereby confirm that this subscription is based solely on the Offering Document for the Fund current at the date of this subscription and the material contracts therein referred together (where applicable) with the most recent audited annual report of the Fund and that I/we are not relying on any representations made by placement agents or other third parties. 6. I/We, hereby confirm that the Fund, the Directors and the Manager are each authorised and instructed to accept and execute instructions in respect of the Shares to which this application relates given by me/us by facsimile. If instructions are given by me/us by facsimile, I/We undertake to confirm them in writing. I/We hereby indemnify the Fund, the Directors and the Manager and agree 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 facsimile instructions. The Fund, the Directors and the Manager may rely conclusively upon and shall incur no liability in respect of any action taken upon any notice, consent, request, instructions or other instrument believed, in good faith, to be genuine or to be signed by properly authorised persons. 7. I/We, acknowledge that due to anti money laundering requirements operating within their jurisdiction, the Manager and/or the Fund will require proof of identity before the application can be processed and the Fund and/or the Manager shall be held harmless and indemnified against any loss ensuing due to the failure to process this application, if such information as has been required by the parties hereto has not been provided by me/us. 8. I/We acknowledge that my/our investment in the Fund will be subject to an administration fee, custodian fee, and where applicable a subscription charge and a redemption fee or exit charge as more particularly described in the Offering Document. 9. I/We acknowledge and confirm that no representations, warranties or covenants have been made to me/us by the Fund or any representative or agent of the Fund other than those contained in the Offering Document. 10. I/We agree to notify the Fund immediately if I/we become aware that any of the confirmations are no longer accurate and complete in all respects and agree immediately either to sell or to tender to the Fund for redemption a sufficient number of Shares to allow the confirmation to be made. Page 9 of 13

10 Investor Certification Requirements An investor in the Fund, either by subscription or transfer, will only be accepted if (among other things): (a) he/she/it has completed and signed: (i) the Part 1 Certification set out in this Application Form in the terms prescribed by Schedule 6 of the Regulations; and (ii) if the applicant is investing on behalf of another person or is a life insurance company investing assets comprised within its long-term business fund, the relevant Part 2 Certification set out in this Application Form in the terms prescribed by Schedule 6 of the Regulations; and (b) where the investor qualifies as a Qualifying Investor only by virtue of paragraph (h) of the definition of a Qualifying Investor (see page 13]), the Regulated Financial Adviser who has advised the investor has completed and signed the Part 3 Certification set out in this Application Form in the terms prescribed by Schedule 6 of the Regulations. Part 1 Certification This certification is to be completed by all applicants. The investor confirmations (a) to (d) apply to all applicants. The investor confirmation (e) applies to all applicants except those who are signing a Part 2 certification. I/we confirm that:- (a) I am/we are a qualifying investor as defined on page 2 of the Offering Document of Quadris Environmental Fund PLC dated 11 th August 2010; and (b) I am/we are sufficiently experienced to understand the features and risks associated with an unauthorised and unapproved fund of this type; and (c) I/we have read and fully understood the Offering Document, including in particular the information on the risks associated with the Fund (contained on pages of the Offering Document), before deciding to invest in the Fund; and (d) I/we confirm that, where appropriate, I/we have taken independent advice on the suitability of this investment within my/our overall investment portfolio; and (e) I/we personally accept all the risks associated with this investment and particularly that my/our investment in QUADRIS Environmental Fund PLC involves risks that could result in a loss of a significant proportion or all of the sum invested. Signature (s) Name (s) Title Date Page 10 of 13

11 Part 2 Certification (1) The following certification is to be completed by any investor who is investing on behalf of another person. I/We confirm that I am/we are investing in the qualifying fund on behalf of another person/ other persons and have certification(s) signed by such person/persons to show that each such person is a qualifying investor and understands and accepts the risks associated with this type of investment. Signed Dated (2) The following certification is to be completed by any investor who is a life assurance company investing assets comprised within its long term business fund where QUADRIS Environmental Fund PLC has been selected by the policyholder of a particular policy as the basis for determining the benefit of that policy (as appropriate). We confirm that we are investing assets comprised within our long term business fund and: (a) we have procedures and controls in place to obtain client declarations from our policyholders which include confirmation from the policy holder to the effect that: (i) the policyholder has the opportunity to read the offering documents for funds of this nature, where they wish to do so, and as such has information about and accepts the levels of risks associated with this type of investment; and (ii) the policyholder, where necessary, meets the minimum criteria of a class of investor in a fund of this nature. (b) we confirm no investment in this type of fund is made without a client declaration being obtained from relevant policyholders. Signed Dated Page 11 of 13

12 Part 3 Certification This certification is to be completed by the financial adviser who has advised the investor where that investor qualifies as a qualifying investor only by virtue of Schedule 1 paragraph (h) of the Regulations. I confirm that:- (a) I am the appointed financial adviser for the above named client; and (b) I have discussed the features and risks attendant to an investment in a non-regulated fund of this type with the client; and (c) I have discussed the specific risks attendant to an investment in QUADRIS Environmental Fund PLC as set out in the Offering Document dated 11 th August 2010; and (d) the client has confirmed that they understand these risks and wish to proceed with the investment. I am not aware of any information that would lead me to believe that the client does not understand and accept these risks. Signed Dated Business Name Regulated Status Page 12 of 13

13 Definition of a Qualifying Investor Under the Regulations a qualifying investor means a person or body who has certified that they are sufficiently experienced to understand the risks associated with an investment in the Fund and who, at the time of the investment into the Fund, falls into one of the following categories: (a) (b) (c) (d) (e) (f) (g) (h) a person, body corporate, partnership, trust or other unincorporated association whose ordinary business or professional activity includes acquiring, underwriting, managing, holding or disposing of investments, whether as principal or agent, or giving advice about investments; any director or partner of or a consultant to a person referred to in paragraph (a); a functionary, or an associate of a functionary to the Fund; an employee, director or shareholder of, or consultant to a person in (c), who is acquiring the investment as part of his remuneration, or an incentive arrangement or by way of coinvestment; a trustee of a family trust settled by or for the benefit of one or more persons referred to in paragraphs (c) or (d) a trustee or operator of any employment benefit or executive incentive scheme or trust established for the benefit of persons referred to in paragraphs (c) or (d) or their dependants; a government, local authority, public authority or supra-national body in the Isle of Man or elsewhere; or a person whose expertise, experience and knowledge to adequately appraise the investment is certified in accordance with Schedule 6 Part 3 of the Regulations. Page 13 of 13