TCM (CAYMAN) Subscription Application
See also:
- Additional Shares Application (for existing investors)
- Withdrawals (for existing investors)
- TCM Exhibit A and Exhibit B Glossaries
US Investors complete THIS APPLICATION.
US Persons, Citizens and Residents should STOP and complete
this subscription application
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Subscription Details
Transfer Agency Services
5th Floor Harbour Place, 103 South Church Street,
George Town, Grand Cayman KY1-1202, CAYMAN ISLANDS
Phone +1 345 946 5006
Fax +1 345 946 5007
Email: fundservices@navcayman.net
We the undersigned, having received and read a copy of the Confidential Offering Memorandum of the Fund dated January 2019 (the "Offering Memorandum") hereby apply for Participating Redeemable Non-Voting Shares of the Fund:
and undertake to have settled therefor in full by telegraphic transfer, for value by:
The Shares in the Fund hereby subscribed for are herein referred to as the "Shares".
Please enter the bank account details from which you will wire investment, so Administrator can reconcile incoming wires with this subscription form. You can wait for approval of your application by Administrator before wiring investment:
Payment by wire transfer should be sent referencing the subscriber’s name to:
Banking Details:
Beneficiary Name: TCM GLOBAL INDEX FUND (CAYMAN) LTD
USD account no: 187062-20010
Beneficiary Address: Stureplan 4c, vån. 4, 114 35 Stockholm, Sweden
Reference: [Investor’s Name]
Bank name: The Northern Trust International Banking Corporation
Bank address: Harborside Financial Center,
3 Second Street, Suite 1401,
Jersey City, New Jersey 07311-3988, USA
Bank tel: +1 (201) 793 4900
Bank fax: +1 (201) 793 4961/62
SWIFT code: CNORUS33
Fedwire ABA: 026001122
CHIPS ABA: 0112
I/We acknowledge that due to money laundering requirements operating within its jurisdiction and/or the requirements of the Money Laundering Regulations (as amended) of the Cayman Islands and the Guidance Notes issued pursuant thereto the Administrator may require further identification of the applicant(s) before the application can be processed and the Administrator shall be held harmless and indemnified against any loss arising as a result of a failure to process the application if such information has been requested by the Administrator and has not been provided by me/us.
I/We hereby agree to be bound by the Offering Memorandum and the Memorandum and Articles of Association of the Fund ("Articles of Association").
In consideration of the Administrator processing this Subscription Form and the Fund making a provisional allotment of Shares, I/we hereby agree to indemnify and hold harmless the Fund, the Administrator, the Directors of the Fund and the Investment Manager against any loss, costs or expenses incurred by it or them as a result of my/our failure to pay the required subscription monies for the application of Shares within the time required by the Administrator.
I/We confirm that I am/we are eighteen years of age or over (natural persons only).
I/We confirm that I/we am/are not a US investor and am/are not acquiring Shares on behalf of, nor for the benefit of, a US investor nor do I/we intend selling or transferring any Shares which I/we may purchase to any person who is a US investor.
I/We warrant that (a) I/we have the knowledge, expertise and experience in financial matters to evaluate the risks of investing in the Fund; (b) I am/we are aware of the risks inherent in investing in the Shares and the method by which the assets of the Fund are held and/or traded; and (c) I/we can bear the risk of loss of my/our entire investment.
I/We warrant that I am/we are able to acquire Shares without violating applicable laws.
I/We confirm that we are not/have not been subject to any legal proceedings, including, but not limited to, lawsuits or arbitration, involving any investments, including securities, commodities, or other investments
I/We hereby accept such lesser number of Shares, if any, than may be specified above in respect of which this application may be accepted.
I/We having received and considered a copy of the Offering Memorandum, hereby confirm that this application is based solely on the Offering Memorandum and any supplemental Memorandum current at the date of this Subscription Form, the material contracts therein and the Articles of Association, together (where applicable) with the most recent financial statements of the Fund.
I/We request that the Shares issued pursuant to this application be registered in the name(s) and address set out below.
I/We agree that I/we shall not take any action to present a petition or commence any case, proceeding, proposal or other action under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganisation, arrangement in the nature of insolvency proceedings, adjustment, winding-up, liquidation, dissolution, composition or analogous relief with respect to the Fund or the debts of the Fund unless and until a debt is immediately due and payable by the Fund to me/us.
The Administrator is hereby authorised and instructed to accept and execute any instructions in respect of the Shares to which this application relates given by me/us in written form including by email to the email address listed above. If the instructions are given by me/us by facsimile, I/we undertake to confirm them in writing. I/We hereby agree to indemnify the Administrator and agree to keep it indemnified against any loss of any nature whatsoever arising to any of them as a result of it acting upon facsimile instructions. The Administrator may rely conclusively upon and shall incur no liability in respect of any action taken upon any notice, consent, request, instruction or other instrument believed in good faith to be genuine or to be signed by properly authorised persons.
I/We are fully empowered and have authority to make this investment whether the investment is on my/our own behalf or on the behalf of another person or institution.
I/We confirm that I/we have the right and authority to request a redemption of Shares and confirm that I/we will comply with the redemption procedures set out in the Offering Memorandum. All redemption instructions may be made in writing including by email to the email address listed above.
I/We agree that the issue and allotment to me/us of Shares is subject to the provisions of the Offering Memorandum and the Articles of Association, that subscription for Shares will be governed and construed in accordance with Cayman Islands law and I/we confirm that by subscribing for Shares, I/we are not relying on any information or representation other than such as may be contained in the Offering Memorandum.
I/We hereby agree to indemnify and keep indemnified the Fund and the Administrator against any loss arising to either of them as a result of any breach of any representation, warranty, covenant or confirmation by me/us in this Subscription Form or of my/our failure to disclose any relevant details or provide them with all information requested by either of them.
In the case of delay or failure to provide satisfactory information, the Administrator may take such action (including declining to accept an application) as it thinks fit.
I/We agree to notify the Administrator immediately if I/we become aware that any of these confirmations are no longer accurate and complete in all respects and agree immediately either to sell or to tender to the Administrator for redemption a sufficient number of Shares to allow the confirmation to be made.
I/We acknowledge and agree that pursuant to the Articles of Association, the Directors shall, if lawfully required to do so under the laws of any jurisdiction to which the Fund, or any service provider to the Fund is subject, be entitled to disclose any information regarding the affairs of the Fund including without limitation information contained in the Register of Members of the Fund and books of the Fund. The Directors, any person acting as a service provider to the Fund and any other person authorised by the Directors shall have the right to access all information belonging to the Fund.
I/We agree to provide the above confirmations to the Administrator at such times as the Administrator may request, and to provide on request such certifications, documents or other evidence as the Administrator may reasonably require to substantiate such representations.
(In respect of joint with rights of survivorship applicants only) We direct that on the death of one of us the Shares for which we hereby apply be held in the name of and to the order of the survivor or survivors of us or the executor or manager of such survivor or survivors.
"FATCA" means one or more of the following, as the context requires:
(a) sections 1471 to 1474 of the US Internal Revenue Code of 1986 and any associated legislation, regulations or guidance, commonly referred to as the US Foreign Account Tax Compliance Act, or similar legislation, regulations or guidance enacted in any other jurisdiction which seeks to implement equivalent tax reporting and/or withholding tax regimes;
(b) any intergovernmental agreement, treaty or any other arrangement between the Cayman Islands and any of the US or any other jurisdiction (including between any government bodies in each relevant jurisdiction), entered into to facilitate, implement, comply with or supplement the legislation, regulations or guidance described in paragraph (a); and
(c) any legislation, regulations or guidance implemented in the Cayman Islands to give effect to the matters outlined in the preceding paragraphs.
I/We agree to provide to the Fund or its agents, upon request, any documentation or other information that the Fund or its agents may require from time to time in connection with the Fund’s obligations under, and compliance with, applicable laws and regulations including, but not limited to FATCA. By executing this Agreement, I/We waive any provision under the laws and regulations of any jurisdiction that would, in the absence of such waiver, prevent or inhibit the Fund's compliance with applicable law as described in this paragraph including, but not limited to preventing (i) me/us from providing any requested information or documentation, or (ii) the disclosure by the Fund or its agents of the provided information or documentation to applicable governmental or regulatory authorities. I/We further acknowledge that the Fund and the Investment Manager may take such action as each of them considers necessary in relation to my/our holding and/or redemption proceeds to ensure that any withholding tax payable by the Fund, and any related costs, interest, penalties and other losses and liabilities suffered by the Fund, the Administrator, or any other investor, or any agent, delegate, employee, director, officer or affiliate of any of the foregoing persons, arising from my/our failure to provide any requested documentation or other information to the Fund, is economically borne by me/us.
I/We warrant that I am/we are aware and accept that the Fund has authority to redeem a portion of my/our Shares and to pay the proceeds to the Investment Manager as part of any Incentive Fee payable in accordance with the provisions of the Offering Memorandum.
I/We hereby appoint the Administrator or any representative thereof, with full power of substitution, as my/our proxy to attend any meeting (whether a general meeting, a class meeting or otherwise) of the Shareholders of the Fund and to vote and speak, at any such meeting at which such Shares could be voted, on my/our behalf and to represent the Shares in such manner as the Administrator in its absolute discretion deems fit.
This Subscription Form shall be governed by and construed in accordance with the laws of the Cayman Islands.
Tax and Legal Advice Disclaimer:
TCM and its affiliates do not provide tax, legal or accounting advice. This material has been prepared for subscription purposes only, and is not intended to provide, and should not be relied on for, tax, legal or accounting advice. You should consult your own tax, legal and accounting advisors if you are unsure how to complete this form.
Individual Account Holder Self-Certification
Individual {binding ItemNumber}
We are obliged under the Tax information Authority Law, the Regulations, and Guidance Notes made pursuant to that Law,
and treaties and intergovernmental agreements entered into by the Cayman Islands in relation to the automatic exchange of
information for tax matters (collectively "AEOI"), to collect certain information about each account holder’s tax status. Please
complete the sections below as directed and provide any additional information that is requested. Please note that we may
be obliged to share this information with relevant tax authorities. Terms referenced in this Form shall have the same meaning
as applicable under the relevant Cayman Islands Regulations, Guidance Notes or international agreements.
If any of the information below regarding your tax residence or AEOI classification changes in the future, please ensure you
advise us of these changes promptly. If you have any questions about how to complete this Form, please contact your tax
advisor.
Please note that where there are joint account holders each investor is required to complete a separate Self-Certification form.
Mailing Address
Declaration of Tax Residency (other than U.S.)
I hereby confirm that I am, for tax purposes, resident in the following countries (provide the tax reference number type and number applicable in each country).
Individual Account Holder Identification and Self-Certification
Individual Declaration and Undertakings
I declare that the information provided in this form is, to the best of my knowledge and belief, accurate and complete. I undertake to advise the recipient promptly and provide an updated Self-Certification form within 30 days where any change in circumstances occurs which causes any of the information contained in this form to be inaccurate or incomplete. Where legally obliged to do so, I hereby consent to the recipient sharing this information with the relevant tax information authorities.
I acknowledge that it is an offence to make a self-certification that is false in a material particular.
Typing your name is equivalent to your handwritten signature. By typing my signature and sending it via the Internet, I acknowledge that I have read and understand all information provided during the application process; that I intend TCM and service providers to rely upon it; that I intend to be bound thereby; and that I understand and agree that my electronic signature is the equivalent of a manual written signature.
Entity Identification and Self-Certification
We are obliged under the Tax information Authority Law, the Regulations, and Guidance Notes made pursuant to that Law, and treaties and intergovernmental agreements entered into by the Cayman Islands in relation to the automatic exchange of information for tax matters (collectively "AEOI"), to collect certain information about each account holder’s tax status. Please complete the sections below as directed and provide any additional information that is requested. Please note that we may be obliged to share this information with relevant tax authorities. Terms referenced in this Form shall have the same meaning as applicable under the relevant Cayman Islands Regulations, Guidance Notes or international agreements. If any of the information below regarding your tax residence or AEOI classification changes in the future, please ensure you advise us of these changes promptly. If you have any questions about how to complete this Form, please refer to accompanying guidelines for completion or contact your tax advisor.
Current Residence or Registered Address
Contact Details
Contact {binding ItemNumber}
Mailing Address
ERISA Status
IN CONNECTION WITH ERISA OR IRA INVESTORS, THE INVESTMENT MANAGER DOES NOT (I) ACT OR REPRESENT THAT IT IS ACTING, IN A FIDUCIARY CAPACITY TO SUCH INVESTORS AND DOES NOT (II) PROVIDE IMPARTIAL “INVESTMENT ADVICE” OR A RECOMMENDATION THAT AN INVESTMENT IN THE FUND IS SUITABLE, ADVISABLE OR APPROPRIATE FOR SUCH AN INVESTOR, WHETHER GENERALLY OR IN LIGHT OF SUCH INVESTORS PARTICULAR CIRCUMSTANCES. FURTHERMORE, THE INVESTMENT MANAGER HAS A FINANCIAL INTEREST IN MANAGING THE FUND AND ITS INTERESTS MAY CONFLICT WITH THE INTERESTS OF ERISA AND IRA INVESTORS. IN MAKING AN INVESTMENT DECISION, ERISA AND IRA INVESTORS MUST RELY ON THE RECOMMENDATION OF AN INDEPENDENT PLAN FIDUCIARY OR THEIR OWN EXAMINATION OF THE FUND, THE TERMS OF THE OFFERING AND THE RISKS ATTENDANT WITH AN INVESTMENT IN THE FUND.
Further Representations and Warranties by Investors Subject to ERISA:
(i) If the undersigned is a pension plan or retirement fund, no individual or employer participating directly or indirectly in the plan or the fund (collectively, the “Plan”), acting in his or its capacity as an individual or employer (recognizing that with respect to roll-over and similar accounts, the sole beneficiary may be acting in the capacity of Plan Investment Fiduciary, as defined below), can direct the investments of the Plan (or any pension plan participating in the Plan); the initial decision to invest assets of the Plan in the Fund has been made, and the decision to make subsequent investments of assets of the Plan in the Fund will be made, by a fiduciary of the Plan (unrelated to the Investment Manager) (the “Plan Investment Fiduciary”) acting in the exercise of its sole discretion to make such investment decisions, and such fiduciary has the authority and may, in its sole discretion, subsequently determine to withdraw such investment from the Fund and to invest such assets elsewhere; the decision to invest assets of the Plan in the Fund was not, and any subsequent decision to withdraw assets from the Fund will not be, made pursuant to the direction of any individual or individuals participating in the Plan, and no individual or individuals participating in the Plan will determine whether or how much of their assets will be invested in the Fund; neither the employer nor any other person associated with the Plan shall have, or attempt to exercise, the power to influence or control the appointment or removal of the Investment Manager, or any successor to any such person, the investment objectives, policies or restrictions of the Fund, and the investment or management decisions regarding the Fund; and neither the employer nor any other person associated with the Plan has made or will make any representation to individuals participating in the Plan that all or any specific portion of their contributions will be invested in the Fund. The undersigned acknowledges that it understands (and the Investment Manager agrees) that neither the Investment Manager nor any person acting on behalf of the Fund or the Investment Manager will have any direct contact with individuals as such participating in the Plan regarding investment of contributions to the Plan.
(ii) All of the types of investments to be made by the Fund as described in the Offering Memorandum are permitted under the terms of the Plan.
(iii) The undersigned is a named fiduciary, within the meaning of Section 402(a) of ERISA, of such Plan, and in accordance with Section 403 of ERISA, at least one signatory for the Plan hereunder is a “trustee” or “investment manager” of the Plan as defined in ERISA.
(iv) If the undersigned is an employee benefit plan or related partnership qualified under Section 401(a) or 501(a) of the Code, respectively, the person executing this Subscription Agreement on behalf of the undersigned represents that he or she and the Plan Investment Fiduciary have been informed of and understand the Fund’s investment objectives, policies and strategies and that the decision to invest in the Fund is consistent with the provisions of the Code, ERISA, and the governing documents of the Plan and that he or she has the authority to execute this Subscription Agreement on behalf of the undersigned.
(v) The undersigned and/or the Plan Investment Fiduciary will provide to the Investment Manager upon acceptance of this Subscription Agreement and from time-to-time thereafter upon reasonable notice a list of the parties in interest, as defined in ERISA Section 3(14), of the Plan.Insert and format text, links, and images here.
US FATCA Classification for Non-US Entities
RFFI category and FATCA GIIN
Sponsored Financial Institution
Sponsoring Entity’s name and GIIN, and Sponsored Entity’s GIIN
Trustee Details
Certified or Registered Deemed Compliant FFI
The classifications available for deemed-compliant status are extensive and complex. For your information, listed below is each available deemed-compliant classification and a short description of the classification. The deemed-compliant classifications are separated into two main sub-categories: (1) Registered Deemed-Compliant FFIs and (2) Certified Deemed-Compliant FFI. If you feel that one of these classifications may apply to your entity, please consult a professional tax advisor.
Non-Participating Foreign Financial Institution (NPFI)
Exempt Beneficial Owner
Exempt Beneficial Owners under the US IGA include Government entities, International Organizations, Central Bank, Broad Participation Retirement Funds, Narrow Participation Retirement Funds, Pension Funds of an Exempt Beneficial Owner, and Investment Entities wholly owned by Exempt Beneficial Owners. Please refer to the IGA for detailed definitions.
Active Non-Financial Foreign Entity (NFFE)
Direct Reporting NFFE
Entity has registered for a GIIN and elects to report information about its direct or indirect substantial U.S. owners to the relevant authorities.
Sponsored Direct Reporting NFFE
A registered NFFE where a sponsor has agreed to report all direct and indirect substantial US owners to the relevant authorities.
Passive Non-Financial Foreign Entity
Entity is not active or a withholding foreign partnership or withholding foreign trust for US Treasury Regulation purposes. The NFFE is NFFE is not an Active Non-Financial Foreign Entity
Substantial US Owners
Substantial US Owner {binding ItemNumber}
Controlling Person(s)
Controlling Person {binding ItemNumber}
Common Reporting Standard (CRS)
Declaration of All Tax Residency
Please indicate the Entity’s place of tax residence (if resident in more than one jurisdiction please detail all jurisdictions and associated tax reference number type and number).
For the purposes of the Common Reporting Standard (CRS), all matters in connection with residence are determined in accordance with the CRS and its Commentaries.
If an entity has no residence for tax purposes please indicate the jurisdiction in which its place of effective management is situated. Please indicate not applicable if jurisdiction does not issue or you are unable to procure a tax reference number or functional equivalent, and indicate the reason below.
CRS Classification
CRS Financial Institution
Financial Institution resident in a Non-Participating Jurisdiction under CRS
You may apply the Controlling Persons test of a legal person as per the Controlling Person definition in Exhibit B, and where simplified due diligence procedures are permitted to be applied by the Financial Institution under the applicable AML regime in relation to the Account Holder and its Controlling Persons, no further information is required.
List Controlling Person(s)
Controlling Person {binding ItemNumber}
CRS Active Non-Financial Entity (NFE)
Stock Exchange
Other Active Non-Financial Entity
CRS Passive Non-Financial Entity (PNFE): Controlling Person(s)
Controlling Person {binding ItemNumber}
Entity Declaration and Undertakings
I/We declare (as an authorized signatory of the Entity) that the information provided in this form is, to the best of my/our knowledge and belief, accurate and complete. I/We undertake to advise the recipient promptly and provide an updated Self - Certification form within 30 days where any change in circumstances occurs, which causes any of the information contained in this form to be inaccurate or incomplete. Where legally obliged to do so, I/we hereby consent to the recipient sharing this information with the relevant tax information authorities.
I/we acknowledge that it is an offence to make a self-certification that is false in a material particular.
Typing your name is equivalent to your handwritten signature. By typing my signature and sending it via the Internet, I acknowledge that I have read and understand all information provided during the application process; that I intend TCM and service providers to rely upon it; that I intend to be bound thereby; and that I understand and agree that my electronic signature is the equivalent of a manual written signature.
Signatories
Signatory {binding ItemNumber}
Controlling Persons
Controlling Person {binding ItemNumber}
Jurisdiction of Residence for Tax Purposes and related Taxpayer Reference Number or functional equivalent (TIN)
Tax jurisdiction {binding ItemNumber}
Relevant Entity(s) you Control
Entity {binding ItemNumber}
Controlling Person Declaration and Undertakings
- I acknowledge that the information contained in this form and information regarding the Controlling Person(s) and any Reportable Account(s) may be reported to the tax authorities of the jurisdiction in which this account(s) is/are maintained and exchanged with tax authorities of other jurisdiction(s) in which [I/the Controlling Person] may be tax resident pursuant to international agreements to exchange financial account information.
- I certify that either (a) I am the Controlling Person, or am authorized to sign for the Controlling Person, of all the account(s) held by the entity Account Holder to which this form relates; or (b) I am authorized by the Account Holder to make this declaration.
- I declare that all statements made in this declaration are, to the best of my knowledge and belief, correct and complete.
- I acknowledge that it is an offence to make a self-certification that is false in a material particular.
- I undertake to advise the recipient within 30 days of any change in circumstances which affects the tax residency status of the individual identified in Part IV of this form or causes the information contained herein to become incorrect, and to provide the recipient with a suitably updated self-certification and Declaration within 30 days of such change in circumstances.
Typing your name is equivalent to your handwritten signature. By typing my signature and sending it via the Internet, I acknowledge that I have read and understand all information provided during the application process; that I intend TCM and service providers to rely upon it; that I intend to be bound thereby; and that I understand and agree that my electronic signature is the equivalent of a manual written signature.
Due Diligence Documents
To comply with applicable anti-money laundering laws and regulations and the Administrator’s Know Your Customer policies and procedures, the applicant is required to provide the following information and documentation to the Administrator.
The Cayman Islands legal system incorporates anti-money laundering laws and regulations in accordance with modern international best practice. The Administrator has its office domiciled in Cayman Islands, therefore the Fund and the Administrator must comply with the laws and regulations applicable in that jurisdiction. The Fund is required to obtain and keep on file extensive documentation of the identity of each investor and the source of funds. This note sets out the due diligence and investor identification requirements of the Fund.
The Administrator applies simplified due diligence in cases where the applicant is from an Approved Country and the source of funds is deemed compliant and in the case where the applicant is a regulated financial institution subject to an equivalent anti-money laundering regime, either investing on behalf of itself or a third party (known as “Designated Bodies”).
In cases where the applicant does not fall into a simplified or standard due diligence, the Administrator will apply enhanced due diligence on the applicant. Examples of enhanced due diligence scenarios are as follows:
1) Politically Exposed Person (“PEP”)
2) The applicant is from a non-approved country
3) Possible match as a result of a sanction screening or adverse media report
Originating Account Information
The Bank Account Name must be the same as the Investor’s name.
If your bank is unable to wire the funds as per the specifications mentioned, the Administrator will request your bank to confirm in writing that the funds were wired from a bank account held with them in the name of the Applicant. The Administrator reserves the right to request such information and documentation as is necessary to verify the identity and source of funds of any Investor.
Below are the KYC documentation the Administrator requires for Enhanced Due Diligence.
If bank is not from an approved jurisdiction, Enhanced Due Diligence requires the documents to all be certified.
Please note: A “certified document” is a copy of an original document that has been signed by a person of standing that can confirm that the document is a ‘true and correct copy’ or that the photograph is a ‘true likeness’ of an individual. The certifier must be a suitable person, e.g. a lawyer, an accountant, a notary public, etc., whereby such persons are expected to (a) adhere to ethical and/or professional standards and to (b) exercise his or her profession or vocation in a jurisdiction that has an effective anti-money laundering regime.