Authorisation and Declaration
AUTHORISATION AND DECLARATION
|Prescient Global Funds ICAV||Omba Investments ICAV|
|c/o Prescient Investment Management (Pty) Ltd|
Block B, Silverwood
Steenberg Office Park, Tokai
Cape Town, 7945
Tel: + 27 21 700 3600
or c/o Prescient Fund Services (Ireland) Limited
35 Merrion Square East
Dublin 2, D02 KH30
Tel: +353 1 676 6959
|c/o Prescient Fund Services (Ireland) Limited|
35 Merrion Square East
Dublin 2, D02 KH30
Tel: +353 1 676 6959
In this section, the singular shall include a reference to the plural and vice versa and the term “ICAV” shall include the relevant Investment Manager and the
Manager and their directors, employees and agents as well as affiliated and associated companies. References to “I” shall include “we” where applicable.
By signing this Account Opening form below:
- I/we acknowledge that this Application is subject to, and shall be governed by, the laws of Ireland.
- I/we declare that each Investor is over the age of 18, and that I/we agree to accept the number of shares allotted in respect of this Application.
- I/we hereby irrevocably apply for such number of shares (including fractions) at a price determined in accordance with the Prospectus.
- I/we warrant that I/we are duly authorised to sign this Account Opening Form and to subscribe for or redeem shares in the ICAV and that by subscribing for, holding or redeeming shares in the ICAV I/we am/are not in breach of any laws or regulations of any competent jurisdiction.
- I/we acknowledge that the ICAV reserves the right to reject any application in whole or in part.
- I/we agree to notify the ICAV immediately if I/we become aware that any of the representations are no longer accurate and complete in all respects and agree immediately to sell or to tender to the ICAV for redemption a sufficient number of shares to allow the representation to be made.
- I/we acknowledge that any delay by me in providing documentation requested from time to time by the ICAV may result in delayed processing of my application and/or delayed payment of anyfuture redemption payments to me or processing of share transfer requests on my behalf.
- I/we warrant and declare that the monies being invested pursuant to this application do not represent directly or indirectly the proceeds of any criminal activity and the investment is not designed to conceal such proceeds so as to avoid prosecution for offence or otherwise.
- I/We hereby represent that I/we have regular access to the internet. I/We acknowledge that I/We have been offered the choice of receiving the prospectus and Key Investor Information Document (“KIID”) on paper and in electronic form by means of a website and hereby specifically consent to receiving the KIID in electronic form by way of accessing the latest version of the document online at www.prescient.ie (or such other website address as may be notified to me/us from time to time). I/We further confirm that I/We have read, understood and retained a copy of the Key Investor Information Document (KIID).
- I/we confirm I/we have received and considered a copy of the Prospectus, and hereby confirm that I/we have understood the Prospectus and that this Application is based solely on the Prospectus and material contracts referred to therein together (where applicable) with the most recent annual report and accounts of the ICAV and the Instrument of Incorporation.
- I/we hereby undertake to observe and be bound by the provisions of the Instrument of Incorporation (as amended from time to time) of the ICAV and apply to be entered in the Register of Shareholders as the holder/holders of the shares issued in relation to this Application.
- I/we agree to provide to the ICAV, at such times as it may request, such declarations, certificates or documents as it may reasonably require in connection with an investment in the ICAV. Should any information furnished to it become inaccurate or incomplete in any way, I/we agree to notify the ICAV immediately of any such change, acknowledging that such change may require the ICAV to undertake additional due diligence on me/us and further agree to request the redemption of shares in respect of which such confirmations have become incomplete or inaccurate where requested to do so by the ICAV.
- I/we acknowledge that I/we will indemnify and hold the ICAV harmless against any loss, liability, cost or expense (including without limitation attorneys’ fees, taxes and penalties) which may result directly or indirectly, from any misrepresentation or breach of any warranty, condition, covenant or agreement set forth herein or in any other document delivered by me to the ICAV and shall notify the ICAV if any of the representations herein made are no longer accurate and complete in all respects.
- I/we confirm that the ICAV is authorised and instructed to accept and execute any instructions in respect of the shares to which this Application relates given by me in written form or by e-mail or other electronic notification (as approved by the ICAV) and I/we indemnify the ICAV and agree to keep it indemnified, against any loss of any nature whatsoever arising to it as a result of it acting on such instructions. The ICAV 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 acknowledge the onus is on me/us to ensure that such instructions are received in legible form.
- I/we understand that the tax disclosures set forth in the Prospectus are of a general nature and may not cover the jurisdiction in which I/we am/are subject to taxation and that the tax consequences of my/our purchase of shares depend on my/our individual circumstances.
- I/we declare that I/we am/are aware of the requirement to complete and submit the “self-certification” regarding tax residency document.
- I/we declare that I/we am/are aware that the self-certification form and the information contained therein, forms part of this Application.
- I/we hereby authorise investigation of my/our identity, and agree to ongoing monitoring, as appropriate, for so long as I remain an investor in the ICAV. The ICAV may rely inclusively upon and shall incur no liability in respect of any action taken upon any notice, consent, request, instruction or any other instrument believed in good faith to be genuine or to be signed by properly authorised persons.
- I/we understand that the confirmations, representations, declarations, indemnities and warranties made or given herein are continuous and apply to all subsequent purchases of shares in the ICAV.
- I/We agree to provide the ICAV with any additional documentation that it or they may require to verify my/our identity in accordance with current anti-money laundering/terrorist financing and/or taxation of savings legislation. I/We acknowledge that any delay by me/us in providing such documentation may result in delayed processing of my/our application and/or delayed payment of any future redemption payments to me/us or processing of share transfer requests on my/our behalf. I/We hereby hold the ICAV and the Manager harmless and indemnify them against any loss arising as a result of a failure to process the application if such information has been required and has not been provided by me/us.
- I/we understand, acknowledge and agree that the anti-money laundering (“AML”) and customer due diligence (“CDD”) documents and information provided in connection with the investment may be shared and used by the ICAV and /or any of its affiliates in connection with my/our application for and / or holdings of shares in any other sub-funds of the ICAV and / or to ensure that ICAV and/ or its affiliates can comply with their regulatory obligations, including any obligations under applicable AML legislation.
- I/We acknowledge that any notice or document (including communications and reports) may be served by the ICAV on me/us in the manner specified from time to time in the Prospectus or in the Instrument of Incorporation and for the purposes of the Electronic Commerce Act 2000, consent to any such notice or document being sent to me/us electronically to the email address which has been provided to the ICAV or its delegate in completing this share account opening form or otherwise which I/we acknowledges constitutes effective receipt by me/us of the relevant notice or document.
- I/We acknowledge that I/we am/are not obliged to accept electronic communication and may at any time choose to revoke my/our agreement to receive communications electronically by notifying the ICAV in writing at the above address provided that my/our agreement to receive communications electronically shall remain in full force and effect pending receipt by the ICAV of written notice of such revocation. I/we undertake to keep the ICAV informed of any change to such email address. In consideration of the ICAV issuing notices, communications and reports electronically, I/We hereby agree as follows, use of electronic communications shall be subject to the requirements and authentication procedures of the ICAV and its delegates, I/We acknowledge that it is not possible to secure and maintain confidential electronic communications (“Internet Communications”), that any such Internet Communications can be delivered to a wrong address or that delivery of the same may not be timely; that any such Internet Communications are capable of being intercepted by third parties at any time and accordingly that the confidentiality security and integrity of any Internet Communications cannot be assured. I/we shall not hold the ICAV, the Directors or the Manager or any director, officer employee or agent thereof, liable now or at any time for any damage, financial or otherwise, which I/We may suffer as a result of any of the matters outlined above with respect to any Internet Communication affected between the ICAV or the Manager and me/us or any person or entity that we authorise to receive information relating to my/our holding in the ICAV, or otherwise by reason of any third party receiving, gaining access to, obtaining, altering or distorting any information or documentation transmitted via Internet Communications or by reason of any other inaccuracy, imperfection, lack of quality, ineffective transmission, delay, alteration or distortion howsoever arising affecting such Internet communications or in respect of any other document, financial data or other information prepared, circulated or otherwise processed by the Administrator.
- I/We shall indemnify and keep indemnified the ICAV and the Manager and any of their directors, officers employees or agents against all losses, costs, damages, claims, demands and expenses (including claims or other demands whatsoever taken or made by any internet service provider) which any of them may suffer incur or sustain by reason of, sending Internet Communications to any party and/or receiving Internet Communications from any party and/or dealing with any Internet Communications in respect of me/us. I/We further acknowledge that the annual financial statements of the ICAV may be made available via a website, and I/We specifically consent to receiving the annual financial statements in electronic form by way of accessing the latest version of the document online at www.prescient.ie (or such other website address as may be notified to us from time to time). The annual financial statements relating to the ICAV will be available in the and I/We hereby confirm that I/We have also been notified electronically of this website address and the place on the website the financial statements can be accessed. I/We also consent to accessing the annual financial statements of the ICAV by electronic means before making any subsequent and/or future subscriptions for Shares in any share class and/or Sub-Fund. I further acknowledge that a paper copy of the annual financial statements are available from the Manager on request.
- I/we have evaluated the risks of investing in the ICAV and to make an informed decision with respect thereto and I am/we are aware of the risks inherent in investing in the shares and the method by which the assets of the ICAV are held and/or traded; and I/we can bear the risk of loss of my/our entire investment.
- I/we understand and agree that the ICAV prohibits the investment of funds by any persons or entities that are acting, directly or indirectly, (i) in contravention of any applicable laws and regulations, including anti-money laundering regulations or conventions, (ii) on behalf of terrorists or terrorist organizations, including those persons or entities that are included on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC”), as such list may be amended from time to time, (iii) for a senior foreign political figure, any member of a senior foreign political figure’s immediate family or any close associate of a senior foreign political figure, unless the Fund, after being specifically notified by me/us in writing that it is such a person, conducts further due diligence, and determines that such investment shall be permitted, or (iv) for a foreign shell bank (such persons or entities in (i) – (iv) are collectively referred to as “Prohibited Persons”).
- I/we represent, warrant and covenant that I am/we are not, nor is any person or entity controlling, controlled by or under common control with me/us, a Prohibited Person.
- I/we confirm that the intermediary/IFA whose details appear in this document is my/our appointed advisor and that I am/we are aware and have agreed to any remuneration payable.
- Data Protection I/We consent to:
In accordance with the provisions of the Irish Data Protection Acts 1988 to 2018, as may be amended, updated or repealed from time to time and in accordance with the General Data Protection Regulation (697/2016/EU) (the “GDPR”) (collectively the “Data Protection Legislation”), I/we acknowledge and are informed that personal data given in this Investment Account opening Form (or otherwise provided in connection with an application to subscribe for Shares in the ICAV, on application or at any other time, including without limitation my/our name, age, contact details, bank account details, transactions and the invested amount, and any information regarding the dealing in Shares (subscription, conversion, redemption and transfer) the “Personal Data”), will be collected, recorded, stored, adapted, transferred and processed, by electronic means or otherwise, by the ICAV as a “data controller” under the Data Protection Legislation, and as further described in the ICAV’s data protection notice, which is set out at Appendix 4 below and is otherwise available upon request.
- FATCA, Common Reporting Standard (“CRS”) and DACS
I/We acknowledge that the ICAV intends to take such steps as may be required to satisfy any obligations imposed by (i) the Foreign Account Tax Compliance Act (“FATCA”) or (ii) any provisions imposed under Irish law arising from the inter-governmental agreement between the Government of the United States of America and the Government of Ireland (“IGA”) so as to ensure compliance or deemed compliance (as the case may be) with FATCA or the IGA from 1 July 2014.
- Furthermore, I/We hereby acknowledge that the ICAV intends to take such steps as may be required to satisfy any obligations imposed by (i) the OECD’s Standard for Automatic Exchange of Financial Account Information in Tax Matters (“the Standard”), which therein contains the Common Reporting Standard, as applied in Ireland by means of the relevant international legal framework and Irish tax legislation and (ii) EU Council Directive 2014/107/EU, amending Directive 2011/16/EU as regards mandatory automatic exchange information in the field of taxation (“DAC2”), as applied in Ireland by means of the relevant Irish tax legislation, so as to ensure compliance or deemed compliance (as the case may be) with the Standard/CRS and the DAC2 from 1 January 2016 (hereafter collectively referred to as “CRS”).
- In order for the ICAV to comply with the above FATCA and CRS obligations, I/We agree to provide to the ICAV or its agents the necessary declarations, confirmations and/or classifications at such times as each of them may request and furthermore provide any supporting certificates or documents as each of them may reasonably require in connection with this investment by reason of FATCA or CRS, as described above, or otherwise. Should any information furnished to any of them become inaccurate or incomplete in any way, I/we hereby agree to notify the ICAV immediately of any such change and further agree to immediately take such action as the ICAV may direct, including where appropriate, redemption of our Shares in respect of which such confirmations have become incomplete or inaccurate where requested to do so by the ICAV or its agents. If relevant, I/we agree to notify the ICAV or its agents of any change to my/our tax residency status. I/ we hereby also agree to indemnify and keep indemnified the ICAV and its agents against any loss, liability, cost or expense (including without limitation legal fees, taxes and penalties) which may result directly or indirectly as a result of a failure to meet our obligations pursuant to this section or failure to provide such information which has been requested by the ICAV and has not been provided by me/us, and from any misrepresentation or breach of any warranty, condition, covenant or agreement set forth herein or in any document delivered by me/us to the ICAV. I/We further acknowledge that a failure to comply with the foregoing obligations or failure to provide the necessary information required may result in the compulsory redemption of our entire holding in the ICAV, and that the ICAV and its agents are authorized to hold back from redemption proceeds or other distributions to me/us such amount as is sufficient after the deduction of any redemption charges to discharge any such liability and I/we shall indemnify and keep indemnified the ICAV and its agents against any loss suffered by them or other Shareholders in the ICAV in connection with any obligation or liability to so deduct, withhold or account.
- I/We confirm that we have accurately and correctly completed the relevant self-certification form included at Appendix IA or IB (as applicable). I/ We further confirm that if any information included in the self-certification form subsequently becomes inaccurate or incorrect we will notify the ICAV immediately of any such change and agree to immediately take such action as the ICAV may direct, including where appropriate, redemption of our Shares.
- I/We agree to waive any provision of any privacy, banking secrecy or other law or regulation of any jurisdiction and/or the terms of any confidentiality agreement, arrangement or understanding that would, absent such a waiver, prevent the ICAV’s compliance with FATCA and CRS requirements.
- I/We acknowledge that the ICAV intends to take such steps as may be required to satisfy any obligations imposed by Council Directive (EU) 2018/822 (amending Directive 2011/16/EU), as applied in Ireland by means of the relevant Irish tax legislation (“DAC6”). I/We further acknowledge that this may, in specific circumstances, require the ICAV or any party that falls to be considered an “intermediary” for the purposes of DAC6 to exchange certain of my/our information (including details of my/our investment in the ICAV) to the Irish Revenue Commissioners and/or other relevant tax authorities. I/We hereby agree to the transmission of such data by the relevant party to the Irish Revenue Commissioners and/or other relevant tax authorities, as is required to comply with DAC6.
- I/We hereby acknowledge that I/we should consult our own tax advisers about the applicability of FATCA, CRS, DAC6 and any other reporting requirements with respect to our own situation.
- Beneficial Ownership Regulations
I/We also agree to provide the ICAV with such information as may be required by the ICAV for the establishment and maintenance of the ICAV’s beneficial ownership register in accordance with the European Union (Anti-Money Laundering Beneficial Ownership of Corporate Entities) Regulations 2019 as may be amended from time to time (the “Beneficial Ownership Regulations”) and to notify the ICAV in writing of any relevant information as to my/ our status (if applicable) as a “Beneficial Owner” within the meaning of the Beneficial Ownership Regulations and any changes thereto (including where I/We may cease to be a Beneficial Owner).
- Umbrella Cash Accounts
I/We acknowledge that the ICAV operates a cash account in its name into which (i) subscription monies received from investors who have subscribed for Shares are deposited and held until Shares are issued as of the relevant Dealing Day; and (ii) redemption monies due to investors who have redeemed Shares are deposited and held until paid to the relevant investors; and (iii) dividend payments owing to Shareholders are deposited and held until paid to such Shareholders (hereinafter referred to as the “Umbrella Cash Account”). We acknowledge that all subscriptions, redemptions and dividends payable to or from a Sub-Fund are channelled and managed through the Umbrella Cash Account.
- I/We acknowledge that my / our subscription monies/ redemption monies / dividend monies will be paid into the Umbrella Cash Account, that such monies will be treated as an asset of the relevant Sub-Fund and I/we will not benefit from the application of any investor money protection rules (i.e. the monies will not be held on trust as investor monies for me/us) and that I/we will be an unsecured creditor of the relevant Sub-Fund (i) with respect to the amount subscribed for Shares and held in the Umbrella Cash Account until such Shares are issued to me/us as of the relevant Dealing Day or(ii) with respect to the redemption/dividend amount to be paid and held in the Umbrella Cash Account until such amount is paid to me/us (whichever is applicable).
- I/We acknowledge that in accordance with applicable anti money-laundering and terrorist financing requirements (the “AML Requirements), redemption monies or dividend payments shall not be paid on un-verified accounts. In the event that I/we fail to submit the necessary documentation requested by the ICAV or its delegate as required under the AML requirements, redemption monies or dividend monies will be held in the Umbrella Cash Account and shall remain an asset of the relevant Sub-Fund and I/we will not benefit from the application of any investor money protection rules (i.e. the redemption monies/dividend monies will not be held on trust for me/us). In such circumstances, I/we acknowledge that I/we will be unsecured creditors of the relevant Sub-Fund in respect of such redemption monies or dividend payments until such time as the relevant documentation required by the ICAV has been received to its satisfaction and the redemption monies/dividend payments have been paid to me/us.
- I/We acknowledge that the following risks arise in relation to the operation of the Umbrella Cash Account: –
i. in the event that subscription monies received and held in an Umbrella Cash Account are lost (to include in the event of the insolvency of the bank with which such monies are held) prior to the issue of Shares to the relevant investor as of the relevant Dealing Day, the ICAV on behalf of the Sub-Fund may be obliged to make good any losses suffered by the investor (in its capacity as a general creditor of the SubFund), in which case such loss will need to be discharged out of the assets of the relevant Sub-Fund and therefore will represent a diminution in the net asset value per share for existing Shareholders of the relevant Sub-Fund;
ii. in the event that redemption or dividend monies held in an Umbrella Cash Account are lost (to include in the event of the insolvency of the bank with which such monies are held) prior to payment to the relevant investor/ Shareholder, the ICAV on behalf of the Sub-Fund may be obliged to make good any losses suffered by the investor/ Shareholder (in its capacity as a general creditor of the Sub-Fund), in which case such loss will need to be discharged out of the assets of the relevant Sub-Fund and therefore will represent a diminution in the net asset value per Share for existing hareholders of the relevant Sub-Fund;
iii. in the event of an insolvency of the relevant Sub-Fund or the ICAV, there is no guarantee that the SubFund or the ICAV will have sufficient funds to pay unsecured creditors in full. Investors who have forwarded subscription monies in advance of a dealing day and which are held in the Umbrella Cash Account and investors / Shareholders due redemption / dividend monies which are held in the Umbrella Cash Account will rank equally with all other unsecured creditors of the relevant Sub-Fund and will be entitled to a pro-rata share of monies which are made available to all unsecured creditors by the insolvency practitioner. Therefore, in such circumstances, the investor subscribing for Shares may not recover all monies originally paid into the Umbrella Cash Account in relation to the application for Shares and the redeeming investor entitled to redemption monies and the Shareholder entitled to a dividend payment may not recover all monies originally paid into the Umbrella Cash Account for onward transmission to that investor/Shareholder;
iv. in addition, investors should note that in the event of the insolvency of another Sub-Fund of the ICAV, recovery of any amounts to which a relevant Sub-Fund is entitled, but which may have been used by such other insolvent Sub-Fund as a result of the operation of the Umbrella Cash Account will be subject to the principles of Irish trust law and the terms of the operational procedures for the Umbrella Cash Account. There may be delays in effecting and/or disputes as to the recovery of such amounts, and the insolvent Sub-Fund may have insufficient funds to repay the amounts due to the relevant Sub-Fund.
- In the event that Shares are allotted / issued notwithstanding that cleared funds have not been received within the usual time limits by the ICAV as set out in the Prospectus, I/we acknowledge that the ICAV may cancel the allotment / issue of my / our Shares and I/we will be liable to pay to the ICAV interest at such rate as may be determined by the Directors from time to time and/or other losses, charges or expenses suffered or incurred by the ICAV as a result of late payment or non-payment by me/us of subscription monies