I/We, the undersigned applicant (the “Subscriber”), acknowledge having received and read a copy of the Private Placement Memorandum (the “Memorandum”) approved by the Securities & Commodities Authority in the United Arab Emirates on the date of January 31/2011 under the number 01/2011 in pertaining to the establishment and management of the Al Mal Saudi Shariah Equity Fund (the “Fund”).
Capitalized words and expressions that are not defined in this Subscription Agreement shall bear the meanings ascribed to them in the Memorandum. The Subscriber wishes to apply for and acquire Units in the Fund on the terms and conditions of this Subscription Agreement and the Memorandum as set out below.
The Subscriber wishes to invest the amount of USD ......................................................................
(the “Subscription Amount”).
(minimum USD 50,000 plus multiples of USD 1,000)
If Applicable, I hereby declare that the funds transferred from account no 02-4212940-01 belong to me. The amount subscribed from account no 02-4212940-01 is part of my investment portfolio with Al Mal Capital PSC and I have authorized Al Mal Capital PSC to transfer the subscription amount from this account
Total Payment: Subscription Amount + Subscription Fee: USD .............................................................
By wire transfer in accordance with the wire transfer instructions below:
US Intermediary Institution: Standard Chartered Bank, New York Swift Code: SCBLUS33
A/c with Institution: Standard Chartered Bank DIFC Branch, Dubai (UAE)
Swift Code: SCBLAEADDIF
ALMAL CAPITAL PSC A/C AL MAL SAUDI SHARIAH EQUITY FUND SUBSCRIPTION 02 - 2099126 - 02 (USD)
Beneficiary IBAN: AE020440000102209912602
Name of Investor(s) (as per the passport name): …………………………………………………………...
IA Account Number with Al Mal Capital: …………………………………………………………...
Correspondence Address: …………………………………………………………...
Telephone / Facsimile: …………………………………………………………...
Communication Method with the Investor Post Address Fax E-mail Investor’s Bank Name & Branch Address: …………………………………………………………...
Note: Subscription monies must originate from the Applicants cash account or IA account with Al Mal Capital PSCand should be as per the Passport Copy for Individuals and as per the Certificate of Incorporation for Others.Payment(s) that appear to originate from third parties may not be considered as payment of the subscription moniesfor the purpose of this Application Form.
1. If the Subscriber is a natural person, evidence of identity which may be a copy of relevant passport and / or any other documentation of identity which the Investment Manager determines is sufficient to establish the Subscriber(s) identity. In addition, the name of the investor should be as per the passport copy for Individual / Joint subscription application.
2. If the Subscriber is a corporation, partnership or other legal entity, a certified copy of its certificate of incorporation (and any change of name), memorandum and articles of association (or other constitutive documentation) a copy of the trade license and signatory card or power of attorney verifying the authority of the person authorized to sign on behalf of the corporation, partnership or other legal entity. In addition, the name of the investor under the subscription applicationshould be as per the Certificate of Incorporation for subscription applications under this category.
In the case where the client is an account holder with Al Mal Capital, the need for the above may be negated, as such documentation may be in hand and at the ready reference of the Investment Manager.
By signing this Subscription Agreement, the Subscribers will be undertaking to the Fund and the Investment Manager that they have read the Memorandum and that they agree to the terms and conditions of the Fund as set out in the Memorandum. Accordingly, it is important that the Subscriber has read the Memorandum and taken professional advice in relation to any provision they do not understand. It is agreed that the participation of the Subscriber in the Fund and the allotment of Units to the Subscriber is subject to the following terms and conditions:
1. The cut-off date / time for wiring funds to the Subscription cash account with Standard Chartered Bank DIFC Branch, Dubai (UAE) is 1100 Hours (UAE Time) in order to be eligible for the valuation day that comes next to the remittance of subscription amount in addition to submitting the subscription application.
2. The cut-off date / time for receipt of investor subscription form (duly completed in all respects and duly signed by the investor) by Standard Chartered Bank DIFC Branch, Dubai (UAE) is Sunday 1200 Hours (UAE Time) in order to be eligible for the valuation day that comes next to submitting the subscription application in addition to the remittance of subscription amount as per (1) above.
3. The Subscriber hereby represents and warrants to the Investment Manager that:
a) the Subscriber is an Eligible Person and will notify the Investment Manager immediately if it ceases to be an Eligible Person;
b) the Subscriber has read and understood the contents of the Memorandum including the Section entitled “Risk Factors”, prior to entering into this Subscription Agreement, and the Subscriber agrees and undertakes to be bound by the terms and conditions thereof; and
c) the Subscriber has the requisite power, authority and legal capacity and, if the Subscriber is a corporation, partnership or other legal entity, the Subscriber is duly organized, validly existing and in good legal standing in the jurisdiction of its organization and has received all authorization, if any, necessary for such corporation, partnership or entity to enter into this Subscription Agreement and to acquire Units in accordance with the terms and conditions hereunder and under the Memorandum
4. The Subscriber agrees and understands that participation in the Fund is subject to the provisions set out in the Prospectus, which are deemed to be incorporated herein, and which include the following terms and conditions:
a) The minimum investment is USD 50,000 with additional subscriptions by the Subscriber to be in increments of at least USD 1,000;
b) Each Unit Holder shall pay to the Investment Manager a placement fee of up to 3% of the nominal value of the Units subscribed for, payable at the time of subscription (the "Placement Fee");
c) The Units will be maintained in book entry form in the Unit Holder Register held at the offices of the Investment Manager and the records of such Unit Holder Register shall be sole and conclusive proof of ownership of the Units. The Investment Manager will not take notice of any trust in respect of ownership of the Units or any transfer of title of the Units, unless the transfer has been effected in accordance with the provisions of this Subscription Agreement;
d) Units shall not normally be transferable. By way of exception, Units may be transferred by the Unit Holder by submitting a Notice of Transfer to the Investment Manager... The Investment Manager will be entitled, in its sole and subjective discretion, to approve or refuse a proposed transfer of Units without any obligation to give reasons. If approved by the Investment Manager, transfers of Units may be made to a transferee which has duly completed and executed a transfer agreement, in form and substance satisfactory to the Investment Manager, containing representations, warranties and agreements similar to those contained in the Subscription Agreement;
e) All limitations, restrictions and provisions contained in this Subscription Agreement and the Memorandum relating to the transfer and the registration of the transfer of Units shall be applicable to any transfer of units or transmission of Units by operation of law or judicial decision;
f) Any person or legal entity becoming entitled to Units in the Fund as a consequence of death or bankruptcy of a Unit Holder or otherwise by operation of law or judicial decision may, subject as provided below, and upon such evidence being produced as may from time to time be lawfully required by the Investment Manager, apply to the Investment Manager in writing to register himself as the Unit Holder or elect to have some person nominated by himself as the transferee thereof;
g) A person or legal entity becoming entitled to Units as a consequence of death or bankruptcy of a Unit Holder or otherwise by operation of law or judicial decision shall not be entitled in respect of the Units to exercise any of the rights or privileges of a Unit Holder, until such person or legal entity is registered as a Unit Holder in the Unit Holder Register; and
h) This Subscription Agreement constitutes an irrevocable offer by the Subscriber to subscribe for the Units specified herein. The Investment Manager reserves the right, in its sole discretion, to accept or reject this offer to subscribe, in whole or in part, without being under any obligation to give reasons, before or after the receipt of the Subscription Amount, and to allocate Units to and among prospective Unit Holders as the Investment Manager, in its sole discretion, may determine. This offer to subscribe for Units will constitute, if accepted by the Investment Manager, a legally binding and enforceable agreement between the Subscriber and the Investment Manager for its own account and/or for the account of the Fund concerning the subject matter of this Subscription Agreement.
5. The Subscriber admits and acknowledges that the Subscriber is aware of the following, at the time of entering into this Subscription Agreement:
a) that there is no established secondary market for the Units at the time of subscription and that the Units have not been and may not be registered or listed on any stock exchange in any jurisdiction in the near future.
b) that transfers of Units may only be made, by submission of a Notice of Transfer to the Investment Manager and subject to prior written approval of the Investment Manager, to a transferee which has duly completed and executed a transfer agreement, in form and substance satisfactory to the Investment Manager, containing representations, warranties and agreements similar to those contained in the Subscription Agreement. The Subscriber understands that the Investment Manager reserves the right to disapprove, in its sole discretion, of any proposed transfer of Units without assigning any reason.
6. The Subscriber expressly and irrevocably appoints the Investment Manager to act as the Subscriber’s agent and empowers the Investment Manager, in its capacity as the agent of the Subscriber to invest, subject to the provisions of the Memorandum: (a) the funds subscribed by the Subscriber hereunder collectively with the funds subscribed by other Unit Holders and (b) the income derived from such investments (together the “Fund Holdings”). Without limiting the above, the Investment Manager is authorized and empowered to do and carry out the following on behalf of the Subscriber:
a) represent the Subscriber’s interest as a Unit Holder in all aspects before all competent regulatory and Government authorities, departments and agencies;
b) acquire and hold the assets and income derived from Fund Holdings (“Assets”) for the benefit of the Unit Holders;
c) review the performance of the assets of the Fund and dispose of them on behalf of Unit Holders;
d) to the extent reasonably possible to do so under law, protect the Assets, the Fund Holdings and the interests of the Unit Holders in the Assets and as investors in the Fund;
e) if necessary, obtain funding from banks on behalf of the Unit Holders for the purposes of the Fund and to create security over assets of the Fund to secure such funding;
f) do all acts, deeds and things necessary or incidental to the Fund Holdings and the acquisition, management and/or disposition of Assets;
g) appear before any court or other judicial body and to appoint lawyers in connection with claims and demands arising out of or relating to the Fund Holdings or the Assets;
h) appear before the appropriate authorities and to admit and execute sale agreements, deeds, security documents and/or other conveyances and documents and papers in connection with the acquisition, sale or other disposition of the Assets;
i) deal with and engage and appoint lawyers to deal with claims and demands relating to Fund Holdings and/or the Assets;
j) all acts, deeds and things necessary and incidental to the above.
The Subscriber agrees that the Investment Manager shall not be required to take any legal action or proceedings unless fully indemnified to its reasonable satisfaction by the Fund or the Unit Holders.
7. The Subscriber expressly and irrevocably authorizes and empowers the members of the Investment Advisory Committee to exercise the powers and discharge the functions of the Investment Advisory Committee set out in the Memorandum.
8. The Subscriber expressly and irrevocably authorizes and empowers the Custodian, Administrator and Registrar to exercise the powers and discharge the functions of the Custodian set out in the Memorandum
9. The Investment Manager, the members of the Investment Advisory Committee, Sharia Supervisory Board, the Custodian, Administrator and Registrar will be authorized to engage third parties to provide advice in respect of the Fund or in respect of the exercise of their relevant powers or discharge of their relevant functions and will be entitled to rely on such advice and shall incur no liability in respect of any act or omission taken or omitted in reliance of such advice.
10. The Investment Manager, the members of the Investment Advisory Committee, Sharia Supervisory Board, the Custodian, Administrator and Registrar shall incur no liability in respect of any act or omission taken or omitted upon any document believed in good faith to be genuine or to be signed by properly authorized persons.
11. The Subscriber agrees and undertakes to ratify and abide by all decisions taken by the Investment Manager in accordance with the Memorandum, including without limitation, decisions in respect of:
a) The commencement and winding up of the Fund;
b) The extent of the Fund Holdings;
c) The timing and manner of the acquisition, sale and/or disposal of the Assets;
d) The structuring of the Fund Holdings to protect the interests of the Unit Holders; and
e) The type, nature, location and value of the Assets.
12. Only the Subscriber identified on the first page of this Subscription Agreement or the person or legal entity registered in the Unit Holders Register shall be considered by the Investment Manager to be the absolute and beneficial owner of the Units allotted under this Subscription Agreement, and:
a) The Investment Manager will be entitled to an absolute discharge in respect of all entitlements and payments made to such person or legal entity; and
b) The Investment Manager will be entitled to act on the instructions of such person or legal entity.
13. This Subscription Agreement and the Memorandum will be governed by the laws of the Emirate of Dubai and the United Arab Emirates and the courts of Dubai shall have the jurisdiction in respect of all disputes or differences arising under or out of or connected to this Subscription Agreement and/or the Prospectus.
The Subscriber undertakes to submit any other relevant documentation reasonably required by the Investment Manager on behalf of the Fund.
SIGNED by / for and on behalf of:
Subscriber / Signatory (for Legal Entities)
Name of Subscriber / Authorized Signatory: .......................................................................................