Trade or Invest with Hedge Fund!
(a) the Investor has received and read the Offering Memorandum;
(b) the representations, warranties and certifications contained in this Subscription Agreement are made by the Investor with the intent that they be relied upon by the Fund and the Manager in determining the Investor’s eligibility as a purchaser of Units and the Investor hereby agrees to indemnify the Fund and the Manager 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 Investor undertakes to notify the Fund and the Manager immediately at the address of the Manager of any change in the accuracy of any representation, warranty or certification;
(c) participation in the Fund is subject to acceptance of this Subscription Agreement by the Manager on behalf of the Fund and to the cheque or bank draft representing payment of the Purchase Price being honoured upon presentation for payment;
(d) the Investor is purchasing Units pursuant to an exemption from the prospectus requirements under applicable securities legislation and that, as a consequence, it is restricted from using most of the civil remedies available under such legislation, it may not receive information that would otherwise be required to be provided to it under such legislation, and that the Fund is not subject to certain obligations that would otherwise apply under such legislation;
(e) transfer of the Investor’s Units will be subject to compliance with applicable securities legislation and to the approval of the Manager;
(f) the Investor’s rights as an investor in the Fund are determined solely by the terms of the Declaration of Trust of the Fund, which rights may be changed without the Investor’s consent in the manner set out in the Declaration of Trust; the terms upon which Units are purchased by the Investor are as set out in this Subscription Agreement; the Offering Memorandum has been provided to the Investor for information only and the Investor is entitled to the remedies provided below if the Offering Memorandum contains a misrepresentation; and the Offering Memorandum does not otherwise affect the rights and obligations between the Fund and the Investor nor forms part of the terms of the agreement by which the Investor purchases Units, except to the extent that the Declaration of Trust or this Subscription Agreement, respectively, expressly so state;
(g) no unitholder of the Fund or annuitant or beneficiary under a plan of which a unitholder of the Fund acts as trustee or carrier shall be subject to any liability whatsoever, whether in tort, contract or otherwise, to the Investor for, and no resort shall be had to his or her property in satisfaction of, any obligation, liability or claim arising out of or in connection with the obligations, affairs or assets of the Fund, the Manager or the trustee of the Fund (including, without limitation, the obligations and liabilities of the Fund to the Investor pursuant to the agreement resulting from the Manager’s acceptance of this Subscription Agreement on behalf of the Fund), but rather the assets of the Fund exclusively are intended to be liable and subject to levy or execution for such satisfaction;
(h) this Subscription Agreement requires the Investor to provide certain personal information to the Fund.
Such information is being collected by the Fund for purposes that include, without limitation, determining the Investor’s eligibility to purchase the Units under applicable securities laws, and completing filings required by the Cayman Monetary Authority (the “CIMA”) and other regulators, if applicable.
The Investor’s personal information may be disclosed by the Fund to securities regulatory authorities and any of the other parties involved in the administration of the Fund including legal counsel and other advisors. The personal information is being collected indirectly by the CIMA under the authority granted to it in securities legislation for the purposes of the administration and enforcement of Cayman securities legislation.
By executing this Subscription Agreement, the Investor hereby authorizes the indirect collection of the personal information by the CIMA and is deemed to be consenting to the foregoing collection, use and disclosure of the Investor’s personal information. The Investor also consents to the filing of copies or originals of any of the documents as may be required to be filed with any securities regulatory authority in connection with the transactions contemplated hereby. The Fund hereby notifies the Investor that the Administrative Support Clerk at the OSC can answer questions about the CIMA’s indirect collection of the Investor’s personal information; and
(i) the Investor is responsible for obtaining such legal and tax advice as it considers appropriate in connection with the execution, delivery and performance of this Subscription Agreement and is aware that the Fund’s counsel is acting solely as counsel to the Fund and not to the Investor.
2. Covenants of the Investor:
The Investor covenants and agrees that the representations, warranties and certifications contained in this Subscription Agreement will be true and correct on the date upon which the Units subscribed for hereunder are issued to the Investor as if made on such date and will survive the completion of the issuance of the Units.
3. Time and Place of Payment:
Subject to acceptance by the Manager, on behalf of the Fund, of this Subscription Agreement, delivery and payment for Units shall be completed at the office of the Manager within five (5) business days after the Valuation Day on which the Manager receives and accepts this completed Subscription Agreement.
If the Subscription Agreement is received after 4:00 p.m. (GMT) on a Valuation Day, delivery and payment for Units shall be completed within five (5) business days after the next Valuation Day. Investors should, through their dealer, deliver to the Manager a signed copy of this Subscription Agreement, together with any other required documents and a bank draft made payable to Genesys Private Fund.
All Subscription Agreements will be subject to acceptance or rejection by the Manager on behalf of the Fund.
If the Manager does not receive by the fifth (5th) business day following the relevant Valuation Day payment for the Units purchased, together with a fully and correctly completed Subscription Agreement (if not previously delivered) and any other required documents, the Manager may redeem the Units so purchased.
If the proceeds of redemption exceed the cost of the Units purchased, the Fund will retain the excess. However, if the proceeds of redemption are less than the cost of the Units purchased, the Investor or his or her dealer (if any) will be responsible for paying the difference to the Fund and any associated costs.
4. Anti-Money Laundering Legislation:
In order to comply with Canadian legislation aimed at the prevention of money laundering, the Manager may require additional information concerning investors from time to time and the Investor hereby agrees to provide all such information. The Investor acknowledges that if, as a result of any information or other matter which comes to the Manager’s attention, any director, officer or employee of the Manager, or their respective professional advisors, knows or suspects that an Investor is engaged in money laundering, such person is required to report such information or other matter to the applicable authorities, including the Financial Transactions and Reports Analysis Centre, and such report shall not be treated as a breach of any restriction upon the disclosure of information imposed by Cayman law or otherwise.
5. Rights of Action:
The securities legislation of the Offering Jurisdiction in which the Investor resides may provide the Investor with a right of action for rescission or damages if an offering memorandum contains a misrepresentation. Where such a statutory right of action is available to the Investor, such right is described in the Offering Memorandum.
Where the securities legislation of an Offering Jurisdiction in which the Investor resides does not provide the Investor with such a statutory right of action, the Fund provides a contractual right of action which is described in the Offering Memorandum.
All dollar amounts referenced in this Subscription Agreement are in U.S. Dollars, and the Minimum Purchase for an Accredited Investor are in U.S. Dollars.
7. Governing Law:
The agreement resulting from the Manager’s acceptance of this Subscription Agreement on behalf of the Fund will be governed by and construed in accordance with the laws of theCayman Islands and the federal laws of Cayman applicable therein.
8. Time of the Essence:
Time is of the essence in this agreement.
Unless otherwise defined herein, all terms in this Subscription Agreement which are defined under applicable securities laws of the province or territory in which the Investor resides have the respective meanings so ascribed to such terms by such applicable securities laws.
It is the express wish of the Investor that this Subscription Agreement, the Offering Memorandum and any related documentation be drawn up in English only. Il est de la volonté expresse de l’investisseur que la présente Offre de Souscription, la Notice d’Offre et tous les documents s’y rattachant soient rédigés seulement en anglais