Common use of Subscriber Questionnaire Clause in Contracts

Subscriber Questionnaire. The Subscriber understands that the Company is relying on the accuracy and completeness of the information furnished by the Subscriber, among other reasons, to establish that (i) the proposed offer and sale of the Shares is exempt from registration under the 1933 Act, meets the requirements of applicable state securities laws, or both, (ii) the assets of the Company do not constitute “plan assets” for purposes of ERISA or any Similar Law, (iii) the proposed offer and sale of the Shares is not a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code, or any Similar Law, and (iv) each of the Company, the Adviser and their respective affiliates is in compliance with any law, rule, regulation, executive order or policy applicable to such person (including without limitation any anti-money laundering laws, the USA PATRIOT Act or any privacy laws). This Subscriber Questionnaire contains five parts. Prospective Subscribers should complete all applicable parts (including the Subscriber Signature Page) and provide additional documentation where indicated. · Section A: General Information (to be completed by all Subscribers) · Section B: Subscriber Qualification and Consent to Electronic Delivery of Periodic Reporting and/or Tax Information (to be completed by all Subscribers) · Section C: Supplemental Information for Individuals (to be completed by all Subscribers that are natural persons) · Section D: Supplemental Information for Entities (to be completed by all Subscribers that are entities) · Section E: Subscriber Signature Page (to be completed by all Subscribers) Capitalized terms used but not otherwise defined herein shall respectively bear the meanings ascribed to them in the Subscription Agreement to which the Subscriber Questionnaire is attached. Subscriber Questionnaire

Appears in 1 contract

Samples: Subscription Agreement (SL Investment Corp.)

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Subscriber Questionnaire. The Subscriber understands that the Company is relying on the accuracy and completeness of the information furnished by the Subscriber, among other reasons, to establish that (i) the proposed offer and sale of the Shares is exempt from registration under the 1933 Act, meets the requirements of applicable state securities laws, or both, (ii) the assets of the Company do not constitute “plan assets” for purposes of ERISA or any Similar Law, (iii) the proposed offer and sale of the Shares is not a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code, or any Similar Law, and (iv) each of the Company, the Adviser and their respective affiliates is in compliance with any law, rule, regulation, executive order or policy applicable to such person (including without limitation any anti-money laundering laws, the USA PATRIOT Act or any privacy laws). This Subscriber Questionnaire contains five parts. Prospective Subscribers should complete all applicable parts (including the Subscriber Signature Page) and provide additional documentation where indicated. · Section A: General Information (to be completed by all Subscribers) · Section B: Subscriber Qualification and Consent to Electronic Delivery of Periodic Reporting and/or Tax Information (to be completed by all Subscribers) · Section C: Supplemental Information for Individuals (to be completed by all Subscribers that are natural persons) · Section D: Supplemental Information for Entities (to be completed by all Subscribers that are entities) · Section E: Subscriber Signature Page (to be completed by all Subscribers) Capitalized terms used but not otherwise defined herein shall respectively bear the meanings ascribed to them in the Subscription Agreement to which the Subscriber Questionnaire is attached. Subscriber Questionnaire.

Appears in 1 contract

Samples: Subscription Agreement (Morgan Stanley Direct Lending Fund LLC)

Subscriber Questionnaire. The Subscriber understands that the Company is relying on the accuracy and completeness of the information furnished by the Subscriber, among other reasons, to establish that (i) the proposed offer and sale of the Shares Common Units is exempt from registration under the 1933 Act, meets the requirements of applicable state securities laws, or both, (ii) the assets of the Company do not constitute “plan assets” for purposes of ERISA or any Similar Law, (iii) the proposed offer and sale of the Shares Common Units is not a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code, or any Similar Law, and (iv) each of the Company, the Adviser and their respective affiliates is in compliance with any law, rule, regulation, executive order or policy applicable to such person (including without limitation any anti-money laundering laws, the USA PATRIOT Act or any privacy laws). This Subscriber Questionnaire contains five four parts. Prospective Subscribers should complete all applicable parts (including the Subscriber Signature Page) and provide additional documentation where indicated. · Section A: General Information (to be completed by all Subscribers) · Section B: Subscriber Qualification and Consent to Electronic Delivery of Periodic Reporting and/or Tax Information (to be completed by all Subscribers) · Section C: Supplemental Information for Individuals (to be completed by all Subscribers that are natural persons) · Section D: Supplemental Information for Entities (to be completed by all Subscribers that are entities) · Section ED: Subscriber Signature Page (to be completed by all Subscribers) Capitalized terms used but not otherwise defined herein shall respectively bear the meanings ascribed to them in the Subscription Agreement to which the Subscriber Questionnaire is attached. Subscriber QuestionnaireQuestionnaire Section A: General Information (All Subscribers) S-2 28280174.3 1. Identity of Subscriber Full legal name of Subscriber: Telephone Number: Email Address: If IRA or Xxxxx Plan, natural person who established plan: Primary Subscriber Classification (check applicable category): ☐ Individual ☐ Tenants in Common ☐ Joint Tenants ☐ Tenants by the Entirety ☐ Community Property ☐ Individual Retirement Account (IRA)† ☐ 401(k) Account ☐ Xxxxx Plan ☐ General Partnership ☐ Limited Partnership ☐ Corporation ☐ Limited Liability Company ☐ Massachusetts or Similar Business Trust ☐ Foundation ☐ Private Foundation ☐ Estate ☐ Endowment ☐ Employee Benefit Plan ☐ Employee Benefit Plan Trust ☐ Personal Holding Company or Personal Investment Vehicle ☐ Trust Please Specify Type: ☐ Revocable Trust ☐ Complex Trust ☐ Simple Trust ☐ Grantor Trust ☐ Non-Grantor Trust (other than Employee Benefit Plan Trust) - Please Specify Type: ☐ Other entity type - Please Specify Type: † If the Subscriber is an IRA, the Individual who established the IRA: (i) has directed the custodian or trustee of the Subscriber to execute the Subscription Agreement on the Subscriber Signature Page and (ii) has signed the signature page to this Subscription Agreement as such to indicate that he or she has reviewed, directed and certifies to the accuracy of the representations and warranties made by the Subscriber herein. Jurisdiction in which Subscriber received this Subscription Booklet (if United States, indicate state): Business Address (for entities) or Residential Address (for individuals) (Note: A fixed address is required for anti-money laundering purposes; a Post Office box cannot be accepted): Number and Street Apt./Suite City State Zip Code Country Section A: To be completed by all subscribers Subscriber Questionnaire Section A: General Information (All Subscribers) S-3 28280174.3 Mailing Address (if different from above): Number and Street Apt./Suite City State Zip Code Country 2. Contact Information a) Primary Contact Name: (Prefix: Mr., Mrs., Dr. etc.) (First Name) (Middle Name/Initial) (Last Name) (Suffix: Jr., III, Ph.D. etc.) Position or title: Company name: Mailing Address (if different from above): Number and Street Apt./Suite City State Zip Code Country Telephone Number: Email Address:

Appears in 1 contract

Samples: Subscription Agreement (T Series Middle Market Loan Fund LLC)

Subscriber Questionnaire. The Subscriber understands that the Company is relying on the accuracy and completeness of the information furnished by the Subscriber, among other reasons, to establish that (i) the proposed offer and sale of the Shares Units is exempt from registration under the 1933 Act, meets the requirements of applicable state securities laws, or both, (ii) the assets of the Company do not constitute “plan assets” for purposes of ERISA or any Similar Law, (iii) the proposed offer and sale of the Shares Units is not a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code, or any Similar Law, and (iv) each of the Company, the Adviser and their respective affiliates is in compliance with any law, rule, regulation, executive order or policy applicable to such person (including without limitation any anti-money laundering laws, the USA PATRIOT Act or any privacy laws). This Subscriber Questionnaire contains five parts. Prospective Subscribers should complete all applicable parts (including the Subscriber Signature Page) and provide additional documentation where indicated. · Section A: General Information (to be completed by all Subscribers) · Section B: Subscriber Qualification and Consent to Electronic Delivery of Periodic Reporting and/or Tax Information (to be completed by all Subscribers) · Section C: Supplemental Information for Individuals (to be completed by all Subscribers that are natural persons) · Section D: Supplemental Information for Entities (to be completed by all Subscribers that are entities) · Section E: Subscriber Signature Page (to be completed by all Subscribers) Capitalized terms used but not otherwise defined herein shall respectively bear the meanings ascribed to them in the Subscription Agreement to which the Subscriber Questionnaire is attached. Subscriber QuestionnaireQuestionnaire Section A: General Information (All Subscribers) S-2 28649968.4 1. Identity of Subscriber Full legal name of Subscriber: Telephone Number: Email Address: If IRA or Xxxxx Plan, natural person who established plan: Primary Subscriber Classification (check applicable category): ☐ Individual ☐ Tenants in Common ☐ Joint Tenants ☐ Tenants by the Entirety ☐ Community Property ☐ Individual Retirement Account (IRA)† ☐ 401(k) Account ☐ Xxxxx Plan ☐ General Partnership ☐ Limited Partnership ☐ Corporation ☐ Limited Liability Company ☐ Massachusetts or Similar Business Trust ☐ Foundation ☐ Private Foundation ☐ Estate ☐ Endowment ☐ Employee Benefit Plan ☐ Employee Benefit Plan Trust ☐ Personal Holding Company or Personal Investment Vehicle ☐ Trust Please Specify Type: ☐ Revocable Trust ☐ Complex Trust ☐ Simple Trust ☐ Grantor Trust ☐ Non-Grantor Trust (other than Employee Benefit Plan Trust) - Please Specify Type: ☐ Other entity type - Please Specify Type: † If the Subscriber is an IRA, the Individual who established the IRA: (i) has directed the custodian or trustee of the Subscriber to execute the Subscription Agreement on the Subscriber Signature Page and (ii) has signed the signature page to this Subscription Agreement as such to indicate that he or she has reviewed, directed and certifies to the accuracy of the representations and warranties made by the Subscriber herein. Jurisdiction in which Subscriber received this Subscription Booklet (if United States, indicate state): Business Address (for entities) or Residential Address (for individuals) (Note: A fixed address is required for anti-money laundering purposes; a Post Office box cannot be accepted): Number and Street Apt./Suite City State Zip Code Country Section A: To be completed by all subscribers 00-0000-0 C2.1 P80 Subscriber Questionnaire Section A: General Information (All Subscribers) S-3 28649968.4 Mailing Address (if different from above): Number and Street Apt./Suite City State Zip Code Country 2. Contact Information a) Primary Contact Name: (Prefix: Mr., Mrs., Dr. etc.) (First Name) (Middle Name/Initial) (Last Name) (Suffix: Jr., III, Ph.D. etc.) Position or title: Company name: Mailing Address (if different from above): Number and Street Apt./Suite City State Zip Code Country Telephone Number: Email Address: b) If you have been referred by Xxxxxx Xxxxxxx Wealth Management (“MSWM”) Representative, please indicate name below If yes, please complete section: Name: (Prefix: Mr., Mrs., Dr. etc.) (First Name) (Middle Name/Initial) (Last Name) (Suffix: Jr., III, Ph.D. etc.) Xxxxxx Xxxxxxx Representative Number: 00-0000-0 C2.1 P81

Appears in 1 contract

Samples: North Haven Private Income Fund LLC

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Subscriber Questionnaire. The Subscriber understands that the Company is relying on the accuracy and completeness of the information furnished by the Subscriber, among other reasons, to establish that (i) the proposed offer and sale of the Shares Units is exempt from registration under the 1933 Act, meets the requirements of applicable state securities laws, or both, (ii) the assets of the Company do not constitute “plan assets” for purposes of ERISA or any Similar Law, (iii) the proposed offer and sale of the Shares Units is not a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code, or any Similar Law, and (iv) each of the Company, the Adviser and their respective affiliates is in compliance with any law, rule, regulation, executive order or policy applicable to such person (including without limitation any anti-money laundering laws, the USA PATRIOT Act or any privacy laws). This Subscriber Questionnaire contains five parts. Prospective Subscribers should complete all applicable parts (including the Subscriber Signature Page) and provide additional documentation where indicated. · Section A: General Information (to be completed by all Subscribers) · Section B: Subscriber Qualification and Consent to Electronic Delivery of Periodic Reporting and/or Tax Information (to be completed by all Subscribers) · Section C: Supplemental Information for Individuals (to be completed by all Subscribers that are natural persons) · Section D: Supplemental Information for Entities (to be completed by all Subscribers that are entities) · Section ED: Subscriber Signature Page (to be completed by all Subscribers) Capitalized terms used but not otherwise defined herein shall respectively bear the meanings ascribed to them in the Subscription Agreement to which the Subscriber Questionnaire is attached. Subscriber QuestionnaireQuestionnaire Section A: General Information (All Subscribers) S-2 1. Identity of Subscriber Full legal name of Subscriber: Telephone Number: Email Address: If IRA or Xxxxx Plan, natural person who established plan: Primary Subscriber Classification (check applicable category): ☐ Individual ☐ Tenants in Common ☐ Joint Tenants ☐ Tenants by the Entirety ☐ Community Property ☐ Individual Retirement Account (IRA)† ☐ 401(k) Account ☐ Xxxxx Plan ☐ General Partnership ☐ Limited Partnership ☐ Corporation ☐ Limited Liability Company ☐ Massachusetts or Similar Business Trust ☐ Foundation ☐ Private Foundation ☐ Estate ☐ Endowment ☐ Employee Benefit Plan ☐ Employee Benefit Plan Trust ☐ Personal Holding Company or Personal Investment Vehicle ☐ Trust Please Specify Type: ☐ Revocable Trust ☐ Complex Trust ☐ Simple Trust ☐ Grantor Trust ☐ Statutory Trust ☐ Non-Grantor Trust (other than Employee Benefit Plan Trust) - Please Specify Type: ☐ Financial Institution Please Specify FI Activities: ☐ Proprietary ☐ Non-Proprietary ☐ Charitable Organization *Please specify primary source of funding ☐ Other entity type - Please Specify Type: † If the Subscriber is an IRA, the Individual who established the IRA: (i) has directed the custodian or trustee of the Subscriber to execute the Subscription Agreement on the Subscriber Signature Page and (ii) has signed the signature page to this Subscription Agreement as such to indicate that he or she has reviewed, directed and certifies to the accuracy of the representations and warranties made by the Subscriber herein. Jurisdiction in which Subscriber received this Subscription Booklet (if United States, indicate state): Section A: To be completed by all subscribers Subscriber Questionnaire Section A: General Information (All Subscribers) S-3 Business Address (for entities) or Residential Address (for individuals) (Note: A fixed address is required for anti-money laundering purposes; a Post Office box cannot be accepted): Number and Street Apt./Suite City State Zip Code Country Mailing Address (if different from above): Number and Street Apt./Suite City State Zip Code Country 2. Contact Information a) Primary Contact Name: (Prefix: Mr., Mrs., Dr. etc.) (First Name) (Middle Name/Initial) (Last Name) (Suffix: Jr., III, Ph.D. etc.) Position or title: Company name: Mailing Address (if different from above): Number and Street Apt./Suite City State Zip Code Country Telephone Number: Email Address: Subscriber Questionnaire Section A: General Information (All Subscribers) S-4 b) Additional Contact (Optional) If you would like to provide more than one additional contact, please attach the information to this subscription document Name: (Prefix: Mr., Mrs., Dr. etc.) (First Name) (Middle Name/Initial) (Last Name) (Suffix: Jr., III, Ph.D. etc.) Position or title: Company name: Mailing Address (if different from above): Number and Street Apt./Suite City State Zip Code Country Telephone Number: Email Address: c) Delivery Information for Communications with Subscriber Please check the appropriate box to indicate to whom the listed information is to be sent. All Contacts Primary Contact Xxxxxx Xxxxxxx Contact Additional Contact Drawdown/Distribution/ Fee Notices ☐ ☐ ☐ ☐ Quarterly Reporting (Statements & Reports) ☐ ☐ ☐ ☐ Tax Related Information (1099-DIV, etc.) ☐ ☐ ☐ ☐ 3. Wire Payment Information Please provide bank wire instructions. Required Items Bank Wire Payment Information Beneficiary Bank Name: Beneficiary Bank Country (location): Subscriber Questionnaire Section A: General Information (All Subscribers) S-5 Beneficiary Bank ABA/Routing Number or SWIFT Code ABA Routing Number (nnn-nnn-nnn): SWIFT Code: Beneficiary Account Name: Beneficiary Account Number: Reference Information: If your bank account resides outside of the United States, you must provide U.S. Intermediary wire instructions below U.S. Intermediary Bank Name: U.S. Intermediary Bank Address: U.S. Intermediary Bank ABA/Routing Number or SWIFT Code ABA Routing Number (nnn-nnn-nnn): SWIFT Code: U.S. Intermediary Bank Account Number: (If ABA = “000-000-000” or SWIFT = “XXXXXX00”, then “Intermediary Account #” must be completed) a) Please provide a brief explanation of source of funds for this investment: b) Please indicate whether you are borrowing or are otherwise financing your acquisition of Units hereunder. ☐ Yes ☐ No If answered “Yes,” please indicate the amount financed and what, if any, collateral was given to secure the financing: 4. Additional Information a) Please provide the Subscriber’s jurisdiction of residence for tax purposes. (city, state, country) Subscriber Questionnaire Section A: General Information (All Subscribers) S-6 b) United States tax status (choose one): ☐ Individual/sole proprietor or single-member LLC ☐ C-Corporation ☐ S-Corporation ☐ Partnership ☐ Trust/Estate ☐ Simple Trust ☐ Grantor Trust ☐ Complex Trust ☐ Limited Liability Company ☐ Central Bank of Issue ☐ Private Foundation ☐ Disregarded Entity ☐ Government ☐ Tax-Exempt Organization ☐ Other (please explain): NOTE: If the answer to Question 4(d) is yes, complete Politically Exposed Persons (“PEP”) Questionnaire in Appendix 2. ☐ Yes ☐ No c) Is the Subscriber treated as a partnership or a disregarded entity for U.S. federal income tax purposes? ☐ Yes ☐ No d) Is the Subscriber or any related person of the Subscriber, including any underlying beneficial owner or control person or any person for whom the Subscriber acts as agent/nominee in connection with an investment, a Politically Exposed Person (or an immediate family member or close associate of a Politically Exposed Person), as defined in Annex 1? NOTE: Public officials acting in their official capacity when establishing a relationship between a government entity and the Company are excluded from the definition of a “Politically Exposed Person” ☐ Yes ☐ No e) Is the Subscriber a Marijuana-Related Business8 , involved with a Marijuana-Related Business, or derives revenue from or substantially invests in a Marijuana-Related Business? ☐ Yes ☐ No f) Is the Subscriber or any Underlying Beneficial Owner of the Subscriber an employee, “affiliate” or director of Xxxxxx Xxxxxxx or of any affiliate of Xxxxxx Xxxxxxx? For purposes of this paragraph, the term “affiliate” shall include any person, directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with Xxxxxx Xxxxxxx. NOTE: If the answer to Question 4(f) is “Yes,” please notify the contact listed in Section 4 of the “General Instructions” in the Subscription Booklet. ☐ Yes ☐ No g) Is the Subscriber currently a senior officer, director or owner of 10% or more of the voting shares of a public company or other person identifiable as a “Corporate Insider” of a public company? 8 A Marijuana-Related Business includes: 1) an individual or entity directly involved in the manufacturing, production, sale or distribution of marijuana, whether for medicinal, recreational, or any other use; 2) an individual or entity that derives a substantial source of wealth, compensation, revenue or income from marijuana-related activity (e.g., service providers that cater largely to Marijuana-Related Businesses, commercial lessors that lease property to Marijuana-Related Businesses, etc.); or 3) an individual or entity that is directly and predominantly involved in supplying products, equipment or material intended or designed for use in furtherance of the manufacturing, production, sale, use or distribution of marijuana (e.g., marijuana LED grow-lights, marijuana grow tents, hydroponics, etc.).

Appears in 1 contract

Samples: Confidential Subscription Agreement (LGAM Private Credit LLC)

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