APPENDIX 1 TNI MENA HEDGE FUND SUBSCRIPTION AGREEMENT SUBSCRIPTION FOR SHARES PURSUANT TO THE TERMS AND CONDITIONS SET OUT IN THE CURRENT SUPPLEMENT OF TNI MENA HEDGE FUND, SUPPLEMENT TO THE MEMORANDUM OF TNI FUNDS LTD. SEND APPLICATION TO: Please send this form and attachments by Email or Fax and Mail to: Apex Fund Services Ltd Abu Dhabi branch Office 704 Salam HQ, Salam Street PO Box 27925 Abu Dhabi United Arab Emirates Tel: +971 2 672 6327 Fax: +971 2 672 6328 Email: tni@apexfunddubai.ae IMPORTANT NOTICE This form together with cleared funds must be received at the relevant Subscription Deadline I have read, understood and accepted the terms and conditions of the offerings as presented in the relevant offering memorandum. I certify that any person in violation with any applicable law is not acquiring the shares. I understand that the price of shares may go down as well as up and that past performance cannot guarantee future results. Name: Reg. No. Address: Postcode: City Phone: Country: Fax: Email: Correspondence Address (if different from above) Intermediary: Intermediary fax: Intermediary email: Amount USD: Amount In Words: Sent by: Wire Transfer Check Send Contract Note By: Email: Mail: Fax: Subscription Fee to be Charged: % Note that a subscription fee will be deducted from the amount before investing in the Fund according to terms set out in the Supplement. 13
PAYMENT AED Remittances Swift Code: Account No: Routing Code: Deutsche Bank, Abu Dhabi Branch DEUTAEAAXXX TNI MENA Hedge Fund AE310490000003006129000 204910101 USD Remittances Pay to: Swift Code: IBAN No: Deutsche Bank, Abu Dhabi Branch DEUTAEAAXXX TNI MENA Hedge Fund AE040490000003006129001 Correspondent Bank: Deutsche Bank Trust Company Americas SWIFT Code: BKTRUS33XXX Fed Wire/ABA/Routing no: 04-441 970 SUBSCRIBER BANK DETAILS Name of financial institution wiring subscription payment and the account at such institution being debited: Name: Branch or Location: Account No.: Contact Name: Contact Phone No.: Date of Remittance: ANTI-MONEY LAUNDERING REGULATIONS As a result of anti-money laundering regulations, the Administrator must verify the identity of all shareholders / beneficial owners and keep on record due diligence documents. These documents will be used for compliance with these regulations and to verify the identity of investors and will remain confidential. Please note that Apex Fund Services Ltd. or Apex Fund Services Ltd. Abu Dhabi Branch reserves the right to request further documentation or information. Failure to provide such documentation or information may result in rejection of this application and/or the withholding of redemption proceeds. 14
Documentation need not be provided if the applicant or the beneficial owner(s) of the investment is a credit institution or other financial institution whose entire operations are subject to regulation, including anti money laundering, by: a Financial Services Regulator in an FATF Country; or another relevant authority in a FATF Country; or a subsidiary of a credit institution or other financial institution referred to above, provided that the law that applies to the parent company ensures that the subsidiary also observes the same provisions. In the event that the above exemption does not apply to an applicant, the applicant will have to provide proof of identity to Apex Fund Services Ltd. Abu Dhabi Branch Such proof of identity must include: (please tick the documents provided as applicable) (A) For individual subscribers: (v) a certified copy of the current valid government issued identity card or passport showing a photograph of the individual(s) and their full name, date of birth, nationality and unique identification number; a certified copy or original of documents issued within the past 6 months showing proof of residence (e.g. recent utility bill); and a copy of the remittance advice in respect of the subscription monies for this application. (B) For corporate subscribers: (v) (vii) (viii) a certified copy of its Memorandum and Articles of Association, Certificate of Incorporation and Business Registration Certificate (if any) of the corporation, and any other constitutive document for the corporation; where applicable, authorized signatory list with specimen signatures of the authorized signatories and signing mandate; a certified copy of the register of shareholders*; Details of the registered office and place of business (utility bill, extract from an official register, telephone bill, tenancy contract etc.) a certified copy of the register of directors and officers and certified copy of the passport of any two directors; Copy of the latest audit report and accounts where applicable, a certified copy of its resolutions authorizing its subscription and the execution of the Subscription Form; and a statement signed by a director describing the general nature of its business. *Each individual who will ultimately beneficially own, or be beneficially entitled to, on a lookthrough basis, 10% or more of the corporate investor must be verified and the documents requested in paragraph A will be required for that individual. Therefore, ultimate beneficial ownership will have to be traced through intermediate corporate entities, if any. (C) For subscribers who are partnerships: a certified copy of the Partnership Agreement/Limited Partnership Agreement or other constitutive document for the entity; authorized signatory list with specimen signatures of the authorized signatories and signing mandate; Details of the registered office and place of business (utility bill, extract from an official register, telephone bill, tenancy contract etc.) Copy of the latest audit report and accounts 15
(v) (vii) (viii) (ix) a certified copy of the register of partners, both limited and general; the names, addresses, nationalities, occupations and percentages of ownership of all the partners, both limited and general*; verification documents and information as set out in the Subscription Application Form on the general partner as if it were a subscriber; a certified copy of the resolutions of the general partner or other relevant resolutions authorizing its subscription and the execution of the Subscription Application Form; and a statement signed by the general partner describing the general nature of the partnership business. *If a limited partnership, the general partner must provide additional documentation which shall confirm with this Annexure A depending on the nature of the general partner. (D) For subscribers who are trusts: a certified copy of the Trust Deed showing the trust s names, dates and places of creation; the names, addresses, nationalities, occupations and dates of birth of all the beneficiaries; the general nature of the trust (such as, family trust, pension trust, charitable trust, etc.); and verification documents and information as set out in the Subscription Agreement Form on the trustee(s) and settler(s) of the trust as if they were each a subscriber. (E) For subscribers who are Financial Institutions: authorized signatory list with specimen signatures of the authorized signatories and signing mandate; if the financial institution is not regulated or supervised in a FATF country as explained earlier, such other documents as are listed in paragraph B above for corporate customers as the Administrator may require; and if application is made through such financial institution, letter of confirmation of AML due diligence from such institution ( as per format). Method of certification of passport and address verification and other documents as indicated above The person certifying must be a lawyer, notary public, senior bank executive, chartered accountant (CPA, CA etc.), police officer, consular officer. The certifier must state his full name, address, telephone number and qualifications under his signature. A sample form of certification is as follows: Certified True Copy Name: Professional status: Name of entity/company: Address of entity/company: Telephone number: Date: 16
NOTE: Please provide certified true copies of the documents. In addition, if any of the documents are not in English, please provide us with translated copies, signed-off by the translation firm that you have engaged for this purpose. For other types of entities, the relevant entities and/or the Administrator will advise on the documents and information required. The relevant entities and/or the Administrator may request additional documents and information before acceptance of a Subscription Form. REPRESENTATIONS AND WARRANTIES The Applicant hereby acknowledges that he/she has received and carefully considered the current Supplement relating to the Fund and that the offer of Shares is subject to the terms and conditions contained in the Supplement and will not breach any applicable laws in his/her own jurisdiction. SIGNATURE(S) OF APPLICANT(S) Individual signatories must be over 21 years of age. Where there are joint applicants each must sign. Applications from a corporation must be signed by an authorized officer or be completed otherwise in accordance with its constitution. 17