Terms & Conditions
Please read the below terms & conditions
I/We hereby apply to subscribe for participating shares (“Shares”) in the Company subject to the conditions appended to this Application Form at Appendix 2. If this form is signed by an attorney or other agent, the original or a certified true copy** of the authority of the attorney or agent must accompany this form. A corporation should execute this form either under its common seal or by the signature of a duly authorised officer(s) who should state his/their representative capacity.
The Company will also require a certified true copy** of the corporation’s authorised signatory list. Please read the following information on charges & performance fees for investing in Olympic Wealth Javelin Global Emerging Markets. The Fund has an annual management fee deducted monthly in arrears at 0.166% (zero point one six, six percent).
i) Participating Shares redeemed within the first year of being held by a Shareholder will each be subject to a redemption fee of 5% of the Redemption Price.
ii) Participating Shares redeemed after the 1st and on or before the 2nd anniversary of being held by a Shareholder will each be subject to a redemption fee of 4% of the Redemption Price.
iii) Participating Shares redeemed after the 2nd and on or before the 3rd anniversary of being held by a Shareholder will each be subject to a redemption fee of 3% of the Redemption Price.
iv) Participating Shares redeemed after the 3rd and on or before the 4th anniversary of being held by a Shareholder will each be subject to a redemption fee of 2% of the Redemption Price, and,
v) Participating Shares redeemed after the 4th and on or before 5th anniversary of being held by a Shareholder will each be subject to a redemption fee of 1% of the redemption price.
vi) Participating shares redeemed after the 5th anniversary will NOT be subject to a redemption fee.
The Investment Manager is incentivised to maximize the returns to investors through the potential for a payment of a Performance Fee. This Performance Fee, if applicable, will be calculated on each Share as 25% of the annual increase (if any) in the Net Asset Value per Share in excess of the previous High Water Mark Net Asset Value (“HWM NAV”) per Share, adjusted for all relevant Subscriptions and Redemptions, calculated as at each Valuation Day, accrued monthly and payable quarterly in arrears. Any accrued Performance Fee will also be calculated and paid by the Redeeming Shareholder out of redemption proceeds on the Redemption of Shares. The HWM NAV per Share as at each Valuation Day is calculated as the Net Asset Value per Share without deduction of any Performance Fee, provided that the Net Asset Value per Share without deduction of any Performance Fee is that percentage greater than the previous HWM NAV per Share for the relevant Class as set out below; otherwise the HWM NAV per Share will remain unchanged. The Investment Manager is entitled, in its absolute discretion, to rebate some or its entire management fee and/or performance fee to investors as it deems fit.
In respect of both Funds, Class A Participating Shares, the HWM NAV per Share as at each Valuation Day is calculated as the Net Asset Value per Share without deduction of any Performance Fee, provided that the Net Asset Value per Share without deduction of any Performance Fee is 5% greater than the previous HWM NAV per Share; otherwise the HWM NAV per Share will remain unchanged.
In respect of both Funds,Class B Participating Shares, the HWM NAV per Share as at each Valuation Day is calculated as the Net Asset Value per Share without deduction of any Performance Fee, provided that the Net Asset Value per Share without deduction of any Performance Fee is 3% greater than the previous HWM NAV per Share; otherwise the HWM NAV per Share will remain unchanged.
Applicant’s Representations, Warranties and Covenants.
1. I/We hereby apply to subscribe for Shares in the Company at the Subscription Price ruling on the Dealing Day in respect of which this application is accepted on the terms and subject to the Articles, the conditions set out in the Offering Memorandum of the Company and the latest available audited Annual Report and Accounts of the Company and, if more recent, the latest available unaudited Interim Report and Accounts of the Company.
2. I/We, the undersigned Applicant, acknowledge having received and read carefully a copy of the Offering Memorandum. It is my/our responsibility to obtain the latest version of the Offering Memorandum from the Company.
3. I/We hereby declare that the Shares are being acquired by a Qualified Holder, and not in violation of any applicable law or the requirements of any country or governmental authority including, without limitation, exchange control regulations.
4. I/We agree to provide truthful information and documentation, upon request, regarding my/ our identity, background source of investment income, and any other matters that the Company deems necessary to comply with applicable anti money laundering and counter terrorist financing laws. I/We further agree that, if I am/we are investing on behalf of a third party, I/we have obtained sufficient information about that third party to determine that the party (a) is not involved in illegal activities, and (b) is investing funds from a legitimate source.
5. I/We understand that, the holder number which will be allocated to me/us on the contract note issued if this application is successful must be quoted on all correspondence with the Company, who shall not act upon any instruction unless it contains such holder number.
6. I/We further understand that, the Company is authorised to accept and execute any instructions given by facsimile, email or otherwise in writing in respect of such Shares irrespective of the amount and, in the case of transfers, of the or signature of the transferee and the Company shall not be required in any such case to require proof of identity but shall be entitled to accept my/our holder number as proof of authenticity.
7. The Applicant represents, warrants and covenants to and in favour of the Company, as follows:
(a) The Applicant is a resident of, or otherwise subject to, the jurisdiction of the province referred to in the Applicant’s address particulars of this Application Form, which address is the residence or place of business of the Applicant not created or used solely for the purpose of acquiring Shares. The Applicant hereby undertakes to immediately notify the Company in writing of such change in status.
(b) The Applicant agrees to indemnify and hold harmless the Company against any and all losses, liabilities, claims, damages and expenses whatsoever (including, without limitation, any and all expenses reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claims whatsoever) arising out of or based upon any breach or failure by the Applicant to comply with any representation, warranty, covenant or agreement made by the Applicant herein or in any other document furnished by the Applicant to any of the foregoing indemnified persons in connection with this transaction.
(c) If the Applicant is a natural person, he or she has obtained the age of majority and is legally competent to execute this Application Form and to take all actions required pursuant thereto.
(d) If the Applicant is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approval by its directors, shareholders and other such approvals as may be required have been obtained to authorize the execution of this Application Form on behalf of the Applicant.
(e) If the Applicant is a trust, it is duly created and validly subsisting under its governing law and all necessary approval by its trustees and other such approvals as may be required have been obtained to authorize the execution of this Application Form on behalf of the Applicant.
(f) Whether the Applicant is a natural person or a corporation, trust or other entity, upon acceptance of this Application Form will constitute a legal, valid and binding contract of the Applicant enforceable against the Applicant in accordance with its terms.
(g) The entering into of this Application Form and the transactions contemplated hereby will not result in the violation of any terms or provisions of any law applicable to or the constituting documents of, the Applicant or of any agreement, written or oral, to which the Applicant may be a party or by which he, she or it is or may be bound.
(h) The Shares are being purchased for investment only and not with a view to resale or distribution and will not be resold or otherwise transferred or disposed of except by operation of law (such as a transfer on the Applicant’s death or bankruptcy, for instance).
(i) The Applicant has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of the investment hereunder in Shares and is able to bear the economic risk of loss of such investment.
(j) All evidence of identity provided by the Applicant is genuine and all related information furnished is accurate, and the Applicant acknowledges that due to applicable antimony laundering requirements, the Company may require further identification or other information before applications or transactions can be processed.
(k) The Applicant is not relying on the Company to ensure that an investment in the Company by the Applicant is suitable for the Applicant and that, based on the information in the Offering Memorandum and/or based on the advice of the Applicant’s own advisers, the Applicant has made that determination.
(l) If the Applicant is purchasing or subscribing for Shares for the portfolio of a third party, such portfolio is fully managed by it, and the Applicant is duly licensed or registered to do so pursuant to the applicable securities, trust or insurance laws, regulations and policies which govern it and its activities.
(m) The Applicant has no knowledge of a “material fact” or “material change” (as those terms are defined in securities legislation) in the affairs of the Company that has not been generally disclosed to the public, save knowledge of this particular transaction.
(n) The Applicant is aware that there are securities and tax laws applicable to the holding and disposition of the Shares of the Company and has been given the opportunity to seek advice in respect of such laws and is not relying solely upon information from the Company, or, where applicable, its officers, directors, employees or agents.
(o) The Applicant has received no advice from the Company with respect to tax consequences of an investment in the Shares. Discussion of the tax consequences arising from investment in the Shares set forth in the Offering Memorandum is general in nature, and the tax consequences to the Applicant of an investment in the Shares depends on the Applicant’s particular circumstances.
(p) The Applicant has received, reviewed and fully understands the Offering Memorandum and has had the opportunity to ask and have answered any and all questions which the Applicant wished with respect to the business and affairs of the Company, the Shares of the Company and the application for shares hereby made.
(q) The Applicant is relying solely on the information contained in the Offering Memorandum and this Application Form in connection with its purchase of Shares and not on any information, representation or warranty made by any person in any other document or otherwise communicated, whether verbally or in writing, and the Applicant is not relying on any representation, warranty or other assurance made as to the performance of the Company.
(r) The Applicant is aware of the characteristics of the Shares, of their speculative nature, of the risks associated with an investment in the Shares and of the fact that the Shares may not be resold but may only be redeemed in accordance with the rights, privileges, conditions and restrictions thereof, pursuant to the terms and procedures and subject to the restrictions described in the Offering Memorandum.
(t) The Applicant understands that any dealer or advisor through which it purchases the Shares is not acting as agent for the Company and has no authority to make any representations on behalf of the Company.
(u) The Applicant is not authorized to transfer his, her or its Shares except by operation of law (such as a transfer on the Applicant’s death or bankruptcy, for instance).
(v) The asset allocation, investment portfolio and trading procedures of the Investment Manager are proprietary to the Investment Manager and all information relating to such investment portfolio and trading procedures shall be kept confidential by the Applicant and will not be disclosed to third parties (excluding the Applicant’s professional advisers) without the written consent of the Company and the Investment Manager.
8. Agent or Portfolio Manager Representations, Warranties and Covenants If the Applicant is represented by an agent or portfolio manager (the “Agent”), the Agent:
(a) is purchasing the Shares on behalf of the Applicant;
(b) is duly authorized to execute and deliver this Application Form and all other necessary documentation in connection with such purchase on behalf of the Applicant, to agree to the terms and conditions contained herein and to make the representations, warranties, covenants and acknowledgements made herein on behalf of itself and the Applicant;
(c) has carried out identification procedures with respect to and has established the identity of the Applicant and holds evidence of such identity and will maintain such records as required by applicable law; (iv) acknowledges that the Company may be required by law to disclose, on a confidential basis, to certain and other regulatory authorities, the identity of such Applicant of the Shares for whom the Agent may be acting; and (v) has adopted and implemented anti money laundering policies, procedures and controls that comply and will continue to comply in all respects with the requirements of applicable anti money laundering laws and regulations.
9. Acknowledgements of the Applicant. The Applicant hereby acknowledges and agrees that:
(a) subject to any applicable securities legislation, this Application Form and subscription is irrevocable by the Applicant, and requires acceptance by the Company;
(b) the representations, warranties and covenants contained in this Application Form are made by the Applicant with the intent that they be relied upon by the Company in determining the Applicant’s suitability as a purchaser of Shares and the Applicant hereby agrees to indemnify the Company against all losses, claims, costs, expenses and damages or liabilities of any kind whatsoever, including, without restriction, taxes, interest and penalties which any of them may suffer or incur, caused or arising from reliance thereon and the Applicant undertakes to notify the Company immediately of any change in the accuracy of any representation, warranty or other information;
(c) participation in the Company is subject to acceptance of this Application Form by the Company and the corresponding delivery of the payment of the Subscription Proceeds being honoured upon presentation for payment;
(d) if required by securities legislation, or by any regulatory authority, the Applicant will execute, deliver, file and otherwise assist the Company in filing such reports, undertakings, and other documents with respect to the issue of the Shares as may be required;
(e) in purchasing the Shares, the Applicant has relied solely on the Offering Memorandum of the Company related to the Shares of the Company purchased and not upon any written or oral representation to the Applicant made by or on behalf of the Company or any other party, including any representation relating to the future value or price of the Shares;
(f) no person has made to the Applicant any written or oral representation that any person will refund the purchase price of any Shares; and
(g) the Applicant understands the tax consequences of an investment in the Shares and has obtained from qualified independent professionals all legal and tax advice deemed necessary in connection with the execution, delivery and performance by the Applicant of this Application Form and the transactions contemplated hereby.
10. Additional Investment. The Applicant, in the circumstances described in the Offering Memorandum, may subscribe for additional Shares. Any such additional subscriptions will be incorporated into and form part of this subscription, and the Applicant will be deemed to have repeated to the Company the acknowledgements, covenants, certifications, representations and warranties contained herein.
11. Collection and Use of Personal Information The Applicant consents to the collection and use of the personal information relating to the Applicant contained in this Application Form or gathered in connection with the Applicant’s purchase of Shares (the “Applicant Information”) by the Company and its affiliates in accordance with the Company’s Privacy Protection Policy in order:
(a) to effect purchases of Shares;
(b) to provide the Applicant with ongoing services, if any;
(c) to administer the Applicant’s investment in the Shares, including depositing the redemption proceeds thereof directly into the bank account of the Applicant;
(d) to determine the Applicant’s eligibility for investment in the Shares and/or other investment products offered by the Company from time to time and to approach the Applicant about those opportunities;
(e) to meet the Company’s ongoing legal and regulatory requirements including any applicable anti-money laundering legislation or similar laws and, without limiting the generality of the foregoing, disclosing such Applicant Information to regulators or self regulatory authorities where such disclosure is required by law;
(f) to prevent error and/or fraud;
(g) to respond to inquiries from the Applicant’s Registered Dealer/Advisor;
(h) to permit the Administrator to administer its investments;
(i) to disclose such Applicant Information to:
i. the current, and any future successive, Registrar Agent of the Company;
ii. the current, and any future successive, Depositary of the Company;
iii. the current, and any future successive, Banker of the Company;
iv. the current, and any future successive, Custodian of the Company;
v. the current and, any future successive, Administrator of the Company;
(collectively, the “Service Providers”) Survival of Representations and Warranties The Applicant acknowledges that the representations and warranties contained herein are made by it with the intention that they may be relied upon by the Company in determining the Applicant’s eligibility to purchase Shares under relevant securities legislation. The Applicant agrees that, by accepting delivery of the Shares on a given day, it will be representing and warranting that the foregoing representations and warranties are true and correct as at that day and that they will survive the purchase by the Applicant of Shares and will continue in full force and effect not with standing any subsequent redemption or further subscriptions by the Applicant of such Shares. In addition, the Applicant undertakes to notify in writing the Company immediately of any change in any representation, warranty, covenant, acknowledgement or other information relating to the Applicant set forth in this Application Form. The Applicant acknowledges that this and any further subscription, and any further transfer or repurchase, is subject to acceptance or rejection by the Company, in whole or in part. Acceptance of this Application Form shall be effective upon the Company (or its delegate) sending a confirmation thereof to the Applicant.
The Company shall, by such acceptance of this Application Form be bound by the terms and conditions hereof.
The Applicant covenants and agrees to deliver such documents, certificates, assurances and other instruments as may be required to carry out the provisions of this Application Form.
Note: Defined terms used in this Application Form shall be construed in accordance with the meanings set out in the Offering Memorandum unless defined to the contrary in this Application Form, which shall be governed by and construed in accordance with the laws of the Cayman Islands.