GOLDEN CHINA FUND SUBSCRIPTION INSTRUCTIONS

Transcription

1 GOLDEN CHINA FUND SUBSCRIPTION INSTRUCTIONS These subscription instructions and the accompanying subscription agreement (the Subscription Agreement ) relate to the private offering of participating shares ( Participating Shares ) in Golden China Fund (the Fund ) as described in the private placement memorandum (the Memorandum ) of the Fund. Please refer to the latest Memorandum for complete details of the Fund. Capitalised terms not otherwise defined herein shall have the same meaning as in the Memorandum. Every person wishing to subscribe for Participating Shares must complete, date and execute the Subscription Agreement. Please read the Subscription Agreement carefully and complete all relevant sections and the signature page in black or blue ink. The minimum initial investment is US$250,000 per investor, subject to the discretion of the Manager to accept a lower amount of not less than the minimum amount required under the Mutual Funds Law. Subscription Application The completed, dated and executed Subscription Agreement, together with: (1) FINRA Conduct Rule 5130 Questionnaire (Appendix A); (2) the applicable anti-money laundering information referred to below; and and such other documentation as the Fund or the Administrator may from time to time request, must be delivered no later than 1 day prior to the relevant Subscription Day (generally the first Business Day of each Month) as follows: Please send by fax or by with the original copy to: ABN AMRO Fund Services (Asia) Limited 28/F, Fortis Tower Gloucester Road Hong Kong Attention: Shareholder Services Department Tel: (852) Fax: (852) shareholder.services@hk.primefundsolutions.com Please send a copy to: Greenwoods Asset Management HK Limited Suite , 8/F, Jardine House 1 Connaught Place, Central, Hong Kong Tel: (852) Fax: (852) Faxed copies to both addresses may be accepted provided that the original is received by the Administrator prior to the relevant Subscription Day. Upon receipt of the application, the Administrator will send an official order acknowledgement back to the applicant. If the applicant does not receive such official acknowledgement within 72 hours, or receives an acknowledgement which contains information that differs from the subscription intended by the applicant, it must contact the Administrator immediately. It is the applicant s sole responsibility to contact the Administrator. In the event that the applicant does not so contact the Administrator, any unacknowledged subscription application may not be valid and any acknowledgement which differs from the subscription application submitted may be final and conclusive. Please note that neither a 1

2 facsimile transmission report indicating that a facsimile has been sent, nor any delivery report retained by the applicant shall be considered as an acknowledgement from the Administrator that it has received an application and shall not constitute proof of such receipt. Subscription Payment Payment, net of charges, should be received in cleared funds no later than 1 Business Day prior to the relevant Subscription Day in accordance with the instructions set forth below: For payment in US Dollars: For payment in US Dollars: Bank: Northern Trust International Banking Corporation New York Bank address: 40 Broad Street, 10th Floor, New York, NY SWIFT BIC: CNORUS33 ABA No: Account name: ABN AMRO Bank (Ireland) Limited Account number: Swift BIC: MEESIE2D For further credit: Golden China Fund Subscription Account Account number: Reference: by order of [Name of Subscriber] for subscription of Golden China Fund For payment in HK Dollars: Bank: The Hong Kong and Shanghai Banking Corporation Limited Hong Kong Bank address: 1 Queen's Road Central, Hong Kong SWIFT BIC: HSBCHKHH Bank Code: 004 Account name: ABN AMRO Bank (Ireland) Limited Account number: Swift BIC: MEESIE2D For further credit: Golden China Fund Subscription Account Account number: Reference: by order of [Name of Subscriber] for subscription of Golden China Fund In either case, please request the financial institution remitting payment to send a SWIFT MT 103 to the Bank of Beneficiary ABN AMRO Bank (Ireland) Limited SWIFT BIC: MEESIE2D. Applicants for Participating Shares will not be accepted into the Fund until the Administrator is satisfied that cleared funds have been received. The Fund reserves the right to reject any subscription for Participating Shares in whole or in part, in which event the application money or any balance will be returned by telegraphic transfer to the account from which it was received at the risk of the subscriber. Any interest earned on such sums will accrue to the Fund. All subscription moneys must originate from an account held in the name of the subscriber. No third party payments shall be permitted. For ease of identification, please state in the remittance advice the full name(s) of the subscriber(s). Note: For cleared funds to be received prior to the relevant subscription deadline, payment must be made for value at least one business day in New York prior to the Business Day on which payment in cleared funds is due. Financial Industry Regulatory Authority, Inc. Please tick appropriate response regarding the allocation of New Issues below. 2

3 Under Rule 5130 of the FINRA Restrictions on the Purchase and Sale of Initial Equity Public Offerings ( FINRA Conduct Rule 5130 ) (see Appendix A), I am/we are: Restricted Non-Restricted by Exemption Pure Non-Restricted Please note that if no box is ticked or Appendix A is not completed, the applicant will be treated as a Restricted Person. The Manager will accept investments in the Fund from Restricted Persons and will take responsibility for ensuring that such Restricted Persons would not be allocated, in aggregate, more than 10% of profits or losses relating to New Issues in which the Master Fund has invested in order to ensure the Fund s and the Master Fund s compliance with FINRA Conduct Rule Anti-money laundering information to accompany completed Subscription Agreement: 1. If you are an Individual / joint subscribers: (1) a certified copy of a passport/id (2) a certified copy of a document evidencing permanent address (e.g. a recent bank statement or a utility bill); and (3) a bank reference letter. 2. If you are a Corporate subscriber: (1) a certified copy of the list of authorised signatories (2) a certified copy of the certificate of incorporation (and any certificate of incorporation on change of name) or its equivalent (3) a certified copy of memorandum and articles of association or its equivalent (4) a certified extract of the register of directors / excerpt from the trade register held at the relevant chamber of commerce/ certificate of incumbency or a certified list of directors showing names and residential addresses (5) a copy of the latest audited financial statements, if available (6) evidence of investor s authority to make the investment (a certified copy of the relevant board resolution) (7) a certified copy of (i) the passport and (ii) a document evidencing permanent address of all directors, authorised signatories and each shareholder with an interest of 10% or more (controlling beneficial owner) (8) confirmation on occupation and source of funds from the controlling beneficial owner 3. If you are a Partnership (1) a certified copy of the list of authorised signatories (2) a certified copy of the certificate of registration, if any (3) a list of general partners showing names and residential addresses (4) a certified copy of the partnership agreement (5) a copy of the latest audited financial statements, if available (6) evidence of investor s authority to make the investment (7) a certified copy of (i) the passport and (ii) a document evidencing permanent address of all general partners, authorised signatories and for each limited partner with an interest of 10% or more (controlling beneficial owner) (8) confirmation on occupation and source of funds from the controlling beneficial owner 4. If you are a Trust (1) a certified copy of the list of authorised signatories (2) a certified copy of the certificate of registration of trust, if any (3) a list of trustees, showing names and residential addresses, and a certified copy of the licence of the trustee(s) (if applicable) (4) a certified copy of the trust deed or declaration of trust or its equivalent (5) a copy of the latest audited financial statements, if available (6) evidence of investor s authority to make the investment (a certified copy of the 3

4 relevant trustee resolution) (7) a certified copy of (i) the passport and (ii) a document evidencing permanent address of all trustees, authorised signatories and for each beneficiary with an interest of 10% or more. (8) confirmation on occupation and source of funds from all settlers/grantors ** Additional documentation may be requested, if deemed necessary by the Administrator or the Sub-Administrator. NOTE: A regulated Financial Institution in a country recognized as having equivalent anti-money laundering legislation to the Cayman Islands or a subsidiary thereof may submit a written confirmation of registration (and the subsidiary/parent relationship, if applicable) in lieu of items (2) to (8) for the above subscriber type 2, 3 & 4. Please identify the regulator s name, address and contact details (including website) and the investor s regulation/reference number in the written confirmation or submit a copy of the certificate of registration. GENERAL INSTRUCTIONS ** The passport copy must show the following: legible photo ID, legible signature, number and country of issuance, issue and expiry dates, full name, date and place of birth, nationality. ** Where documents are not in English, a notarised translation is required. ** A certifier must be a suitable person, such as a lawyer, accountant, director or manager of a regulated credit or financial institution, a notary public or a member of the judiciary. The certifier should sign the copy document (printing his/her name clearly underneath) and clearly indicate his/her position or capacity, together with a contact address and phone number. The certifier must indicate that the document is a true copy of the original and that the photo is a true likeness of the individual. ** Proof of permanent address is usually provided by way of the bank reference or an original/certified copy of a recent utility bill (not more than 3 months old). ** A bank reference should confirm that you are currently a customer of the bank, confirm your full name and residential address, confirm the length of time you have been a customer with the bank and confirm whether your account(s) have been maintained in good order during that period. 4

5 GOLDEN CHINA FUND SUBSCRIPTION AGREEMENT This subscription agreement relates to the private offering of participating shares ( Participating Shares ) in Golden China Fund (the Fund ) as described in the private placement memorandum of the Fund dated 1 November 2005 (the Memorandum ). Please refer to the latest Memorandum for complete details of the Fund. Capitalised terms not otherwise defined herein shall have the same meaning as in the Memorandum. Application I/We the undersigned, having received and reviewed a copy of the Memorandum of the Fund, hereby apply for the following Participating Shares: 1. Such number of Participating Shares as may be subscribed for with:... (US$ amount in figures)... (US$ amount in words) 2. Subscription Day: Value Day for Payment: Representations and Warranties I/We acknowledge that, due to money laundering requirements operating within its jurisdiction and/or the requirements of the Money Laundering Regulations (2003 Revision) (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 Memorandum and the Memorandum and Articles of Association of the Fund (the Articles ). In consideration of the Administrator processing this Subscription Agreement and the Fund making a provisional allotment of Participating 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 Participating Shares within the time required by the Administrator. I/We confirm that I am/we are 18 years of age or over (natural persons only). I/We confirm that for the purposes of FINRA Conduct Rule 5130 I/we have the status indicated in the Subscription Instructions form. 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 Participating 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 Participating Shares without violating applicable laws. 5

6 I/We, having received and considered a copy of the Memorandum, hereby confirm that this application is based solely on the Memorandum and any supplemental Memorandum current at the date of this Subscription Agreement, the material contracts therein and the Articles, together (where applicable) with the most recent financial statements of the Fund. I/We request that the Participating Shares issued pursuant to this application be registered in the name(s) and address set out below. I/We hereby authorise and instruct the Administrator to accept and execute any instructions in respect of the Participating Shares to which this application relates given by me/us in written form. 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 it 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 Participating Shares and confirm that I/we will comply with the redemption procedures set out in the Memorandum. I/We acknowledge that all redemption instructions must be made in writing. In case of joint application, the Administrator is hereby authorized to act on the instruction given by either one of the applicants. I/We agree that the issue and allotment to me/us of Participating Shares is subject to the provisions of the Memorandum and the Articles, that subscription for Participating Shares will be governed and construed in accordance with Cayman Islands law and I/we confirm that by subscribing for Participating Shares, I/we am/are not relying on any information or representation other than such as may be contained in the Memorandum. I/We hereby agree to indemnify and keep indemnified the Fund and the Administrator against any loss (including, without limitation, consequential losses and loss of profit and all interest, penalties and legal and other professional costs and expenses) arising to either of them as a result of any breach of any representation, warranty, covenant or confirmation by me/us in this Subscription Agreement 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 Participating Shares to allow the confirmation to be made. I/We acknowledge and agree that pursuant to the Articles, 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. I/We hereby agree that the Fund and the Administrator or its delegate shall be entitled to, and shall, supply all and any information regarding the Fund and my/our investment in the Fund to the Manager 6

7 or its delegate. Further, I/We acknowledge and accept that the Administrator may be required to and shall be entitled to reveal any information regarding the Fund and my/our investment in the Fund, including details of my/our identity, to its regulators and/or any other government agency, which the Administrator shall, in its sole discretion consider appropriate. I/We hereby agree that the Administrator may share any information regarding me/us, including my/our personal information amongst its affiliated group of entities globally in order to facilitate the Administrator in performing its duties, and accordingly, such information may be collated, centralised, shared or transferred amongst the affiliated group of entities globally for such purpose. I/We acknowledge and agree that the Administrator s and the Custodian s duties and obligations are owed only to the Fund and are limited to those specified in the Administration Agreement and the Custodian Agreement. (In respect of joint applicants only) We direct that on the death of one of us the Participating 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. We hereby authorise the Administrator to act on the instructions (including but not limited to dealing instructions) provided by either one of us. This Subscription Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands. (COMPLETE IN BLOCK LETTERS PLEASE) Applicant's Name(s) (in full)... Applicant's Name(s) (in full) (if joint Applicants) Permanent Address (No PO boxes will be accepted) : Mailing Address (if different from the above): Telephone No:... Fax No:... Address:... Principal Business Activities/Occupation:... Source of Funds:... Applicant's Bank Account details (for settlement of redemption of Participating Shares): Name of Correspondent Bank:... Address of Correspondent Bank:... SWIFT BIC:... ABA Number:... Bank of Beneficiary:... 7

8 SWIFT BIC:... Beneficiary Bank Account No.... Beneficiary Customer A/C Name:... (Beneficiary Customer name must be the same as the registered name of the Shareholder(s)) Beneficiary Customer A/C Number:... For further credit: (if any):... Account Number: (if any)... Under reference:... EXECUTION Executed on 20 A. INDIVIDUALS APPLICANT Signature: SECOND APPLICANT (if any) Signature: Name: Name: THIRD APPLICANT (if any) Signature: FOURTH APPLICANT (if any) Signature: Name: Name: B. ENTITIES APPLICANT Name of entity: SECOND APPLICANT (if any) Name of entity: Signature: Signature: 8

9 Name of Signatory: Name of Signatory: Position/Office of Signatory: Position/Office of Signatory: NOTES: 1. This Subscription Agreement must be received by the Administrator and a copy of this Subscription Agreement must be received by the Manager no later than 1 day prior to the relevant Subscription Day as set out in the Memorandum. 2. To be valid, Subscription Agreements must be signed by each applicant. 3. In the case of a firm (not a limited company), applications should be in the name(s) of and signed by the proprietor(s). 4. A corporation should complete this Subscription Agreement under seal or under the hand of a duly authorised official who should state his capacity and furnish a certified copy of the authority pursuant to which such official is authorised. 5. If this Subscription Agreement is signed under a power of attorney, such power of attorney or a duly certified copy thereof and confirmation from a local lawyer as to the validity of such power of attorney under its proper or governing law must accompany this Subscription Agreement. 6. If this Subscription Agreement is not fully completed to the satisfaction of the Administrator or the Manager, the application may not be accepted. 9

10 APPENDIX A FINRA Conduct Rule 5130 Because the Master Fund may purchase certain securities in New Issues, the Manager must determine whether the applicant for Participating Shares is restricted or unrestricted under applicable rules of the FINRA. The Manager will accept investments in the Fund from Restricted Persons and will take responsibility for ensuring that such Restricted Persons would not be allocated, in aggregate, more than 10% of profits or losses relating to New Issues in which the Master Fund has invested in order to ensure the Fund s and the Master Fund s compliance with FINRA Conduct Rule (1) If the applicant ticks a category in Part I Restricted Persons and does not tick any category in Part II Non-Restricted Persons Based On Exemption, the applicant will be a Restricted Person. (2) If the applicant ticks a category in each of Parts I and II (or fits under an exemption under Part II, and does not fit under Part I), the applicant will be a Non-Restricted Person Based on Exemptions. (3) If the applicant ticks Part III Pure Non-Restricted Persons, the applicant should not tick any category in Parts I or II. I. Restricted Persons - Please tick the category or categories below that apply: Broker/Dealers and Banks a. b. A member of the FINRA, or a domestic or foreign broker/dealer, acting for its own account. A domestic or foreign bank, broker/dealer, investment adviser or other conduit acting for the account of any person included in paragraph (a) above or (c) to (j) below. Broker/Dealer Personnel c. (i) an officer, director, general partner, associated person 1, or employee of any FINRA member or of any domestic or foreign broker/dealer (other than a limited business broker/dealer); (ii) any agent of any FINRA member or any other broker/dealer (other than a limited business broker/dealer) that is engaged in the investment banking or securities business; or (iii) an immediate family member 2 of any of the foregoing persons, provided that any such person (a) materially supports, or receives material support from, the immediate family member, (b) is employed by or associated with an FINRA member, or an affiliate of such member, selling the New Issue to the immediate family member, or (c) such person has an ability to control the allocation of the New Issue. Limited business broker/dealer means any broker/dealer authorised to engage solely in the purchase or sale of investment company/variable contracts securities and/or direct participation program securities. Broker/Dealer Owners d. (i) a person listed, or required to be listed, in Schedule A Direct Owners and Executive Officers of a Form BD Uniform Application for Broker-Dealer Registration (other than with respect to a limited business broker/dealer), except persons identified by an ownership code of less than 10%; (ii) a person listed, or required to be listed, in Schedule B Indirect Owners of a Form BD (other than with respect to a limited business broker/dealer), except 1 The FINRA By-Laws define a person associated with a member as a natural person who is registered or has applied for registration under the Rules of the FINRA as well as every sole proprietor, partner, officer, director or branch manager of any member, or any natural person occupying a similar status or performing similar functions, or any natural person engaged in investment banking or securities business who is directly or indirectly controlling or controlled by such member, whether or not any person is registered or exempt from registration with the FINRA. 2 The term immediate family member means a person s (i) parents, mother-in-law or father-in-law, spouse, brother or sister, brother-in-law or sister-in-law, son-in-law or daughter-in-law and children and (ii) any other individual to whom the person provides material support. The term material support means directly or indirectly providing more than 25% of a person s income in the prior calendar year. Members of the immediate family living in the same household are deemed to be providing each other with material support. 10

11 e. f. persons whose listing on Schedule B relates to an ownership interest in a person listed on Schedule A identified by an ownership code of less than 10%; (iii) a person listed, or required to be listed, in Schedule C Amendments to Schedules A & B of a Form BD that meets the criteria of item (i) or (ii) of this paragraph (d); or (iv) an immediate family member of a person specified in item (i), (ii) or (iii) of this paragraph (d). (i) a person that directly or indirectly owns 10% or more of a public reporting company listed, or required to be listed, in Schedule A Direct Owners and Executive Officers of a Form BD Uniform Application for Broker-Dealer Registration (other than a reporting company that is listed on a national securities exchange or is traded on the Nasdaq National Market, or other than with respect to a limited business broker/dealer); (ii) a person that directly or indirectly owns 25% or more of a public reporting company listed, or required to be listed, in Schedule B Indirect Owners of a Form BD (other than a reporting company that is listed on a national securities exchange or is traded on the Nasdaq National Market, or other than with respect to a limited business broker/dealer) or (iii) an immediate family member of a person specified in item (i) or (ii) of this paragraph (e). Any other affiliate of a broker/dealer described in paragraph (d) above. Portfolio Managers g. Any person (including a natural person as well as an entity) who has authority to buy or sell securities for a bank, savings and loan institution, insurance company, investment company, investment adviser, or collective investment account or is an immediate family member of such a person that materially supports, or receives material support from, such person. For purposes hereof collective investment account means any hedge fund, investment partnership, investment corporation, or any other collective investment vehicle that is engaged primarily in the purchase and/or sale of securities, but does not include a family investment vehicle (a legal entity that is beneficially owned solely by immediate family members) or an investment club (a group of friends, neighbours, business associates, or others that pool their monies to invest in stock or other securities and are collectively responsible for making investment decisions). Benefit Plans h. i. An employee benefit plan sponsored by a domestic or foreign broker/dealer (other than a U.S. Employee Retirement Income Security Act benefit plan, qualified under Section 401(a) of the U.S. Internal Revenue Code, not sponsored solely by a broker/dealer). A foreign employee benefit plan the participants of which include persons included in paragraphs (c)-(g) hereof if such persons aggregate beneficial interest in such plan exceeds 10%. Investment Funds j. A domestic or foreign account or investment fund in which any of the persons included in any of paragraphs (a)-(i) or in this paragraph (j) has a beneficial interest. 3 II. Non-Restricted Persons Based On Exemption Even if an applicant would otherwise be classified as a Restricted Person, an applicant will not be so classified if the applicant is qualified for one or more of the following exemptions. Please tick the category or categories below that apply. I. A foreign or domestic account or investment fund in which persons included in any of paragraphs (a)-(j) of Part I above have a beneficial interest (each, a Restricted Participant ), but the applicant hereby represents and warrants that such Restricted Participants in the 3 The term beneficial interest means any economic interest, such as the right to share in gains or losses. The receipt of a management or performance based fee for operating a collective investment account, or other fees for acting in a fiduciary capacity, is not considered a beneficial interest in the account. However, deferred fees that are subsequently invested in or by reference to a collective investment account constitute a beneficial interest in such account. 11

12 aggregate are allocated no more than 10% of any profits or losses attributable to New Issues received by the applicant. II. A domestic or foreign bank, broker/dealer, investment adviser or other conduit acting for the account of a person who is not included in any of paragraphs (a)-(j) of Part I above. III. An investment company organised under the laws of a foreign jurisdiction that is listed on a foreign exchange or is authorised for sale to the public by a foreign regulatory authority and no person who owns more than 5% of the shares of the applicant is a person included in any of paragraphs (a)-(j) of Part I above. IV. An investment company registered as such under the Investment Company Act of 1940, as amended. V. A common trust fund, or similar fund as described in Section 3(a)(12)(A)(iii) of the Securities Exchange Act of 1934, as amended; provided that the fund has investments from 1,000 or more accounts and the fund does not limit its beneficial interests principally to trust accounts of persons included in any of paragraphs (a)-(j) of Part I above. VI. An insurance company general, separate, or investment account; provided that the account is funded by premiums from 1,000 or more policyholders, or, if a general account, the insurance company has 1,000 or more policyholders, and policyholders whose premiums fund the account are not limited principally to persons included in any of paragraphs (a)-(j) of Part I above, or, if a general account, policyholders are not limited principally to persons included in any of such paragraphs (a)-(j). VII. A publicly traded entity (other than a broker/dealer or affiliate thereof where such broker/dealer is authorised to engage in public offerings of New Issues either as a selling group member or underwriter) that: (A) is listed on a national securities exchange; (B) is traded on the Nasdaq National Market; or (C) is a foreign issuer whose securities meet the quantitative designation criteria for listing on a national securities exchange or trading on the Nasdaq National Market as well as any subsidiary of such an entity, which subsidiary is not a restricted person under Part I above. VIII. A state or municipal government benefit plans subject to state and/or municipal regulation. IX. A tax exempt charitable organisation under 501(c)(3) of the Internal Revenue Code. X. A church plan under Section 414(e) of the Internal Revenue Code. III. Pure Non-Restricted Persons Please tick here if none of paragraphs (a) to (j) of Part I or any of paragraphs (I) to (X) of Part II above, apply to the applicant. Further, for any particular New Issue the following persons are Restricted Persons: (i) a finder in respect of the public offering of the New Issue or a person who has acted in a fiduciary capacity to the managing underwriter of any such offering, including, but not limited to, attorneys, accountants and financial consultants; or (ii) an immediate family member of a person specified in (i) for which the person specified in (i) materially supports, or receives material support from, such family member. You are required to notify the Fund via the Manager in the event you act in such capacity in respect of any New Issues. If the Master Fund determines to invest in such New Issue, the Fund may treat you as a Restricted Person for New Issues generally or for such New Issue. Each applicant understands that the Manager will be relying on the accuracy and completeness of the statements made and information provided herein and represents and warrants that such statements and information may be relied upon by the Fund, the Manager, its advisers, its broker/dealers and any entities or managers with which the Fund invests in complying with FINRA Conduct Rule The Fund, via the Manager, will send each Shareholder, including the applicant(s) (if this application is accepted), a letter each calendar year to confirm that the information in this Appendix A is current and accurate. The Shareholder needs only respond to such communication if the information in this Appendix A has changed. Each applicant acknowledges and agrees that, in the event that (A) the Manager determines, based upon information furnished to it by the applicant or otherwise available to it, that the applicant or any of the beneficial owners is ineligible under FINRA rules to participate in profits from New Issues or (B) the applicant fails or chooses not to supply all of the information requested in this paragraph or any other information requested by the Manager to determine whether the applicant would be a 12

13 Restricted Person, or the applicant responds inconsistently or inconclusively, such that the Manager cannot determine the status of the applicant under FINRA Conduct Rule 5130 based on the information provided in this Appendix A, the applicant shall be deemed a Restricted Person. 13