Form of Subscription Agreement
Exhibit 10.3
SUBSCRIPTION BOOKLET
FOR
SHARES OF COMMON STOCK
IN
JEFFERIES CREDIT PARTNERS BDC INC.
(a Maryland Corporation)
CAREFULLY REVIEW AND FOLLOW THE SUBSCRIBER’S INSTRUCTION SHEET IMMEDIATELY FOLLOWING THIS COVER PAGE
NOTE TO INVESTORS:
Please note that Jefferies Credit Partners BDC Inc. reserves the right to obtain, and that you will be required to provide, additional information and documentation if you are not a U.S. person (as defined below) and, accordingly, do not provide a U.S. Internal Revenue Service (“IRS”) Form W-9. Please contact Madison Byrd at for additional information in this regard.
INSTRUCTIONS TO SUBSCRIBERS
These instructions are provided to assist you with completing the attached Subscription Agreement. The Subscription Agreement is complicated, so we encourage you to go one step at a time with these instructions as your guide.
IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE IN COMPLETING YOUR SUBSCRIPTION, PLEASE CONTACT THE FOLLOWING:
Telephone:
Email:
A. SUBSCRIPTION AGREEMENT/POWER OF ATTORNEY
To subscribe, please follow these steps:
1. Read and execute Subscription Agreement.
2. Complete Attachment I (Account Information).
3. If applicable, complete Attachment II (Names and Addresses of Shareholders, Partners or Members).
4. IRS Form(s) W-9 and/or W-8: If you are a “U.S. person”1 for U.S. federal income tax purposes, complete, sign and date IRS Form W-9 in accordance with the instructions accompanying the form. (If you are not a “U.S. person” for U.S. federal income tax purposes, complete and sign the appropriate IRS Form(s) W-8 in accordance with the instructions accompanying the appropriate form to certify your non-U.S. tax status).
THE SUBSCRIPTION AGREEMENT AND ATTACHMENTS, WHERE APPLICABLE, SHOULD BE DELIVERED VIA EMAIL TO
Jefferies Credit Partners BDC Inc.
c/o Jefferies Credit Management LLC
520 Madison Avenue, 12th Floor
New York, NY 10022
Attention: Investor Relations
Email:
B. PURCHASE PAYMENT
The BDC Share Purchase Obligation required to be paid under the Subscription Agreement must be paid by wire transfer in same day funds in accordance with the terms thereof and the account instructions set forth below.
[ADD WIRE INSTRUCTION INFORMATION]
1 As set forth in the instructions to IRS Form W-9, a "U.S. person" generally includes (i) a citizen or resident of the United States, (ii) a partnership, corporation or other entity created or organized under the laws of the United States or any State thereof, and (iii) an estate the income of which is subject to U.S. federal income tax regardless of its source, or any trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all of the substantial decisions of the trust.
END OF INSTRUCTIONS
JEFFERIES CREDIT PARTNERS BDC INC.
(a Maryland Corporation)
SUBSCRIPTION AGREEMENT/POWER OF ATTORNEY
THE BDC SHARES REFERRED TO IN THIS SUBSCRIPTION AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), NOR UNDER ANY APPLICABLE STATE SECURITIES LAWS. SUCH BDC SHARES ARE BEING OFFERED AND SOLD UNDER THE EXEMPTION PROVIDED BY SECTION 4(A)(2) OF THE SECURITIES ACT AND/OR PURSUANT TO REGULATION D, RULE 506, THEREUNDER. NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS PASSED ON ANY ASPECT OF THE OFFERING OF SUCH BDC SHARES AND ANY REPRESENTATION TO THE CONTRARY IS ILLEGAL.
A PURCHASER OF BDC SHARES SHOULD BE PREPARED TO BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE BDC SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND, THEREFORE, CANNOT BE SOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THERE IS NO OBLIGATION OF THE ISSUER TO REGISTER THE BDC SHARES UNDER THE SECURITIES ACT OR UNDER ANY APPLICABLE STATE SECURITIES LAWS.
JEFFERIES CREDIT PARTNERS BDC INC.
SUBSCRIPTION AGREEMENT/POWER OF ATTORNEY
TO: Jefferies Credit Partners BDC Inc.
c/o Jefferies Credit Management LLC
520 Madison Avenue, 12th Floor
New York, NY 10022
Ladies and Gentlemen:
THIS SUBSCRIPTION AGREEMENT / POWER OF ATTORNEY (together with all attachments hereto, the “Subscription” or the “Subscription Agreement”) is entered into by Jefferies Credit Partners BDC Inc., a Maryland corporation ( the “BDC”) and the undersigned (the “Purchaser”) in connection with the Purchaser’s agreement to purchase shares of common stock, par value $0.001 per share, of the BDC (the “BDC Shares”).
The BDC is to be operated in accordance with its Articles of Amendment and Restatement, Amended and Restated Bylaws, registration statement on Form 10 (the “BDC Form 10”), the companion Confidential Private Placement Memorandum (the “BDC PPM”), and the Investment Advisory Agreement (the “BDC IAA”) by and between the BDC and Jefferies Credit Management, LLC (the “Adviser”) (collectively, the “BDC Governing Documents”).
If the Purchaser’s Subscription is accepted by the BDC, the Purchaser will become a stockholder of the BDC.
The Purchaser hereby represents and warrants to the BDC and the Adviser as follows:
The Purchaser agrees to promptly notify the Adviser or the person appointed by the Adviser to administer the BDC’s anti-money laundering program, if applicable, of any change in information affecting this representation and covenant.
The foregoing representations and warranties and all information in this Subscription Agreement (including, without limitation, all attachments hereto) are true, correct, complete and accurate as of the date hereof and shall be true, correct, complete and accurate as of each Purchase Date. If any portion of any such representations and warranties or any other information in this Subscription Agreement (including, without limitation, all attachments hereto) shall not be true and accurate prior to any Purchase Date (or, in the case of any tax representations and warranties or tax information, at any time), the Purchaser shall give immediate notice of such fact to the Adviser by email, specifying which representations and warranties or information or portions thereof are not true and accurate and the reasons therefor; provided, however, that under no
circumstances whatsoever shall any such notice diminish or disparage in any way or to any degree whatsoever or result in the waiver of any rights the Adviser or the BDC may have by virtue of the circumstances causing delivery of such notice.
The BDC hereby represents, warrants and covenants to the Investor as follows:
The foregoing representations and warranties and all information in this Subscription Agreement are true, correct, complete and accurate as of the date hereof and shall be true, correct, complete and accurate as of each Purchase Date.
The Purchaser acknowledges that it understands the meaning and legal consequences of the representations and warranties made by the Purchaser herein, and agrees to indemnify and hold harmless the BDC, its affiliates and the Adviser and its partners and each officer, director, employee and agent of the Adviser or its general partner and any affiliates of the Adviser from and against any and all loss, damage, liability, cost or expense (including without limitation reasonable attorneys’ and accountants’ fees) which the BDC or any of them may incur
by reason of or in connection with any misrepresentation made by the Purchaser or any breach of any representation or warranty of the Purchaser contained in this Subscription Agreement, or any failure by the Purchaser to fulfill any of its covenants or agreements under this Subscription Agreement.
Except as otherwise set forth in the BDC Governing Documents, each of the Purchaser and the BDC agrees not to transfer or assign this Subscription Agreement, or any interest herein, and further agrees that the assignment and transferability of the BDC Shares acquired pursuant hereto shall be made only in accordance with this Subscription Agreement and the BDC Governing Documents.
This Subscription Agreement will terminate upon agreement in writing of each of the parties hereto to terminate this Subscription Agreement.
The Purchaser shall use all information received by them from the BDC or its subsidiaries or other affiliates solely in connection with the transactions contemplated hereby (including any information obtained by them based on a review of any books and records) and shall treat confidentially all such information and the terms and contents of this Subscription Agreement and shall not publish, disclose or otherwise divulge such information; provided, however, that nothing herein shall prevent the Purchaser from disclosing any such information (a) to the extent compelled by legal process in, or reasonably necessary to, the defense of such legal, judicial or administrative proceeding, in any legal, judicial or administrative proceeding or otherwise as required by applicable law, rule or regulation (in which case the Purchaser shall (i) to the extent permitted by law, inform the other parties hereto promptly in advance thereof and (ii) use commercially reasonable efforts to ensure that any such information so disclosed is accorded confidential treatment); (b) upon the request or demand of any governmental, regulatory or self-regulatory authority having jurisdiction over the Purchaser or its affiliates (in which case the Purchaser shall except with respect to any audit or examination conducted by accountants or any governmental, regulatory or self-regulatory authority exercising examination or regulatory authority, (i) to the extent permitted by law, notify the other parties hereto promptly in advance thereof and (ii) use commercially reasonable efforts to ensure that any such information so disclosed is accorded confidential treatment); (c) to the directors (or equivalent managers), officers, employees, independent auditors or other experts and advisors of the Purchaser (collectively, the “Representatives”) on a “need to know” basis solely in connection with the transactions contemplated hereby and who are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential; (d) to the Purchaser’s affiliates and any of their Representatives on a “need to know” basis solely in connection with the transactions contemplated hereby and who are informed of the confidential nature of such information and are or have been advised of their obligation to keep such information confidential; provided that the Purchaser shall be responsible for its affiliates’ and their Representatives’ compliance with this paragraph; (e) to the extent any such information becomes publicly available other than by reason of disclosure by the Purchaser, its affiliates or its Representatives in breach of this Subscription Agreement; (f) to the extent such information is or was secured by the Purchaser from a third party that is not known to be subject to confidentiality obligations owing to the other parties hereto or any of their subsidiaries or affiliates or related parties; and (g) to the extent reasonably necessary, in connection with the enforcement of the Purchaser’s rights hereunder (in which case the Purchaser shall use commercially reasonable efforts to ensure that such information is accorded confidential treatment).
The BDC, the Adviser and each of their respective affiliates are committed to complying with legal requirements designed to combat money laundering and terrorist financing. Each of the foregoing consults the list of Specially Designated Nationals and Blocker Persons compiled by the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC) to verify that no prospective client’s name appears on the list.
In the event that a BDC Purchaser fails to fund all or any portion of its agreement to purchase BDC Shares as required under its Subscription Agreement (such amount, together with the full amount of such BDC Purchaser’s unfunded agreement to purchase BDC Shares to the BDC, a “Defaulted BDC Share Purchase Obligation”) and such default remains uncured for a period of 10 Business Days, the BDC shall be permitted to declare such BDC Purchaser to be in default of its obligations under its Subscription Agreement (any such BDC Purchaser, a “Defaulting BDC Purchaser”) and shall be permitted to pursue one or any combination of the following remedies:
2 A “Related Person” is, with respect to any entity, an interest holder, director, senior officer, trustee, beneficiary or grantor of such entity; provided that, in the case of an entity that is a Publicly Traded Company or a Qualified Plan, the term “Related Person” shall exclude any interest holder holding less than 5% of any class of securities of such Publicly Traded Company and beneficiaries of such Qualified Plan. “Publicly Traded Company” means an entity whose securities are listed on a recognized securities exchange or quoted on an automated quotation system in the U.S. or country other than a Non-Cooperative Jurisdiction or a wholly-owned subsidiary of such an entity. “Qualified Plan” means a tax qualified pension or retirement plan in which at least 100 employees participate that is maintained by an employer that is organized in the U.S. or is a U.S. government entity.
3 “Foreign Shell Bank” is a Foreign Bank without a Physical Presence in any country; does not include a Regulated Affiliate. A “Foreign Bank” is an organization that does not have a Physical Presence in any country and (a) is organized under the laws of a country outside the United States; (b) engages in the business of banking; (c) is recognized as a bank by the bank supervisory or monetary authority of the country of its organization or principal banking operations; (d) receives deposits to a substantial extent in the regular course of its business; and (e) has the power to accept demand deposits, but does not include the U.S. branches or agencies of a foreign bank. “Physical Presence” means a place of business that is maintained by a Foreign Bank and is located at a fixed address, other than solely a post office box or an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities, at which location the Foreign Bank: (a) employs one or more individuals on a full-time basis, (b) maintains operating records related to its banking activities and (c) is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities. “Regulated Affiliate” means a Foreign Shell Bank that: (a) is an affiliate of a depository institution, credit union, or Foreign Bank that maintains a Physical Presence in the U.S. or a foreign country, as applicable; and (b) is subject to supervision by a banking authority in the country regulating such affiliated depository institution, credit union, or Foreign Bank.
4 A “Non-Cooperative Jurisdiction”is any foreign country or territory that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force (“FATF”), of which the United States is a member and with which designation the United States representative to the group or organization continues to concur. For FATF’s list of non-cooperative countries and territories, see http://www.fatf-gafi.org/topics/high-riskandnon-cooperativejurisdictions/.
5 A “Senior Foreign Political Figure” is a current or former senior official in the executive, legislative, administrative, military or judicial branches of a non-U.S. government (whether elected or not), a senior official of a major non-U.S. political party, a senior executive of a non-U.S. government-owned corporation or other persons entrusted with prominent public functions. In addition, a Senior Foreign Political Figure includes any corporation, business or other entity that has been formed by, or for the benefit of, a Senior Foreign Political Figure.
6 With respect to a Senior Foreign Political Figure, “Immediate Family” typically includes the political figure’s parents, siblings, spouse, children and in-laws.
7 “Close Associate” means, with respect to a Senior Foreign Political Figure, a person who is widely and publicly known internationally to maintain an unusually close relationship with the Senior Foreign Political Figure; includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the Senior Foreign Political Figure.
8 The Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) issues advisories regarding countries of primary money laundering concern. FinCEN’s advisories are posted at http://www.fincen.gov/pub_main.html.
IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement this ____________ day of _____________________, 20___.
____________________ (Signature of Subscriber)
| ____________________ (Signature of Subscriber)
|
____________________ (Printed Name of Subscriber)
| ____________________ (Printed Name of Subscriber)
|
____________________ (Signature of Subscriber) | ____________________ (Signature of Subscriber)
|
____________________ (Printed Name of Subscriber)
| ____________________ (Printed Name of Subscriber)
|
Account Name: ________________________________________________________________
If the Purchaser is an individual retirement account, Keogh Plan or other self-directed plan, the custodian or trustee of the Purchaser must also execute this Subscription Agreement below:
____________________ (Signature of Custodian or Trustee)
____________________ (SSN/EIN/ITIN of Custodian or Trustee)
| ____________________ (Date)
|
____________________ (Printed Name of Custodian or Trustee)
|
|
ACCEPTED:
JEFFERIES CREDIT PARTNERS BDC INC.
BY: ____________________
Name:____________________
Title: ____________________
ATTACHMENT I
Account Information
________________________________________________________________________
________________________________________________________________________
Individual Benefit Plan Investor (check one)
Joint Tenancy/ Tenancy in Common ERISA Title I Plan
LLC (Taxed as Corporation) IRA / KEOGH Section 4975 Plan
LLC (Taxed as Partnership) Custodian Name: _____________
LLC (Single Member) Account Number: _____________
Beneficial Owner Name: _____________ Plan Assets Entity - ERISA 3(42)
Beneficial Owner Tax ID: _____________ Estate
LLP Corporation
Limited Partnership S-Corporation
Charitable Trust Governmental Benefit Plan
Grantor Trust
Trust (Other: ____________)
Exempt Organization
YES NO
The Purchaser should complete all questions below with reference to the beneficial owner for whom the Purchaser is subscribing. You must answer questions 4(b) through 4(e) below regardless of your answer to 4(a).
YES NO
YES NO
YES NO
YES NO
Note: If any of the above questions under this Question 4 were answered “Yes,” please provide identifying information or contact the Adviser.
___________________________________________________________
5. Accredited Investor. The Purchaser hereby represents and warrants to the Adviser and the BDC that the Purchaser is an Accredited Investor within the meaning of Regulation D, and is included within the Accredited Investor category or categories checked below:
(1) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the 1934 Act; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors.
(2) Any private business development company as defined in Section 202(a)(22) of
the Investment Advisers Act of 1940, as amended (the “Advisers Act”).
(3) Any organization described in Section 501(c)(3) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), as a corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000.
(4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer.
(5) Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000 (not including such person’s primary residence nor indebtedness thereon, except to the extent such indebtedness exceeds the value of the residence).
(6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.
(7) Any trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose Purchase is directed by a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the BDC.
(8) Any entity in which all of the equity owners are accredited investors.
(9) Any entity, of a type not listed in paragraphs (a)(1), (a)(2), (a)(3), (a)(7), or (a)(8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000.
(10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes:
(i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution;
(ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual’s comprehension and sophistication in the areas of securities and investing;
(iii) Persons obtaining such certification, designation, or credential can
reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and
(iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable.
(11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940, of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act.
(12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940:
(i) With assets under management in excess of $5,000,000;
(ii) That is not formed for the specific purpose of acquiring the securities offered; and
(iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment.
(13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, of a family office meeting the requirements in paragraph (a)(12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (a)(12)(iii).
6. Qualified Purchaser.
YES NO
YES NO
YES NO
7. Entities.
(a) If the Purchaser is an entity, the Purchaser hereby represents and warrants as follows (check the appropriate response to each of the following statements):
True / False | The Purchaser is excepted from the definition of “investment company” by virtue of either Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act. |
True / False | The Purchaser has made investments prior to the date hereof or intends to make investments in the near future and each beneficial owner of interests in the Purchaser has and will share in the same proportion to each such investment. |
True / False | The Purchaser’s investment in the BDC will not constitute more than 40% of the value of the assets of the Purchaser (exclusive of government securities and cash items) on an unconsolidated basis. |
True / False | The governing documents of the Purchaser require that each of its beneficial owners participates in all of its investments and that the profits and losses from such investments are shared among such beneficial owners in the same proportions as all other investments of the Purchaser. |
True / False | Shareholders, partners or other holders of equity or beneficial interests in the Purchaser have been provided the opportunity to decide individually whether or not to participate, or the extent of their participation, in the Purchaser’s investment in the BDC. |
(b) Jurisdiction of Organization (Country):
(c) Year of Organization:
(d) Principal place of business (City, State):
If the Purchaser is an entity, set forth the names and addresses of the shareholders, members or partners on Attachment II.
8. Government Entities. Is the Purchaser a government entity or an officer, agent or employee thereof acting in his or her official capacity?
YES NO
Note: For the purposes of this question only, government entities include all state and local governments, their agencies and instrumentalities, and any investment programs, defined benefit plans as defined in Section 414(j) of the Code, state general funds, pools of assets or plans sponsored or established by state and local governments, including all public pension plans and any participant-directed plan or program of a government entity, such as ‘‘qualified tuition plans’’ authorized by Section 529 of the Code and retirement plans authorized by Section 403(b) or 457 of the Code.
9. Regulated Institutions.
(a) Is the Purchaser a regulated institution that is subject to legal or regulatory restrictions or limitations on the nature of its investments (such as a bank or insurance company)?
YES NO
(b) If the answer is “Yes,” has the Purchaser verified that the proposed subscription is in compliance with applicable laws and regulations?
YES NO
(c) Is the Purchaser an insured depositary institution, as defined in the Federal Deposit Insurance Act or a company that controls directly or indirectly an insured depositary institution?
YES NO
(d) Is the Purchaser treated as a bank holding company for the purposes of Section 8 of the International Banking Act of 1978?
YES NO
(e) Is the Purchaser a direct or indirect subsidiary or affiliate of an entity described in (c) or (d) above?
YES NO
10. Category of Purchaser (check one box that best describes the beneficial owner(s) for whose account an Interest is being acquired):
Individual that is a US Person10 (or a trust of such person)
Individual that is not a US Person (or a trust of such person)
Broker-dealer
Non-profit
Private Fund11
Banking or Thrift Institution (Proprietary)
Insurance Company
Investment Company Registered with the SEC
Non-governmental Pension Plan
ERISA Title I Plan
IRA / KEOGH Section 4975 Plan
Plan Assets Entity - ERISA 3(42)
State or Municipal Government12 Entities (Excluding Governmental Pension Plans)
11. Tax Status.
(a) U.S. Taxpayer Identification Number
SSN/EIN/ITIN: __________________
Please state your state of residence for tax purposes:
__________________
Indicate the annual date on which your taxable year ends for U.S. federal income tax reporting or information return filing purposes:
__________________
To the extent the Purchaser is an individual, are you a United States citizen or otherwise a tax resident of the United States?
YES NO N/A
If you are subscribing jointly with another person (e.g., joint tenancy, tenancy in common, or purchase jointly with spouse), is such other person a United States citizen or otherwise a tax resident of the United States?
YES NO N/A
(b) Other Tax Information
(1) Please indicate whether, for U.S. federal income tax purposes, you file now or have ever filed a tax or information return, as a “partnership” (including a limited liability company treated as such), as a “grantor” trust or as an “S corporation” under Sections 1361 1379 of the Code?
YES NO N/A
If “Yes,” please indicate:
(i) whether more than 50 percent of the value of the ownership interest of any of your beneficial owners is (or may at any time during the term of the BDC be) attributable to your (direct or indirect) interest in the BDC?
YES NO
(2) To the extent the Purchaser is an entity, does the entity have, or is it deemed to have, only a single owner for U.S. federal income tax purposes?
YES NO N/A
If “Yes,” has the Purchaser elected to become, or is it deemed to be, an entity that is disregarded from its owner for U.S. federal income tax purposes?
YES NO N/A
(3) Is the Purchaser exempt from U.S. federal income tax (e.g., a qualified employee benefit plan or trust, retirement account, charitable remainder trust, or a charitable foundation or other tax-exempt organization described in Section 501(c)(3) of the Code)?
YES NO
If “Yes,” is the Subscriber subject to taxation on “unrelated business taxable income” under Sections 511-514 of the Code?
YES NO
(c) ERISA Information
(1) Please indicate whether or not the subscriber is (1) a Plan, (2) a Plan Asset Entity, or (3) an entity that otherwise constitutes a “benefit plan investor” within the meaning of any Department of Labor regulation promulgated under Section 3(42) of ERISA.
YES NO If no, please skip the following and go to Question 12 – FOIA or Similar Law.
(2) Is the subscriber a Plan that is both involuntary and non-contributory?
YES NO
(3) Have beneficiaries of the Plan been provided the opportunity to decide individually whether or not to participate, or the extent of their participation, in the Plan’s investment in the BDC (i.e., have beneficiaries of the Plan been permitted to determine whether their capital will form part of the specific capital invested by the Plan in the BDC)?
YES NO
(4) Is the subscriber either (i) an insurance company general account the underlying assets of which include “plan assets” for purposes of ERISA or (ii) a Plan Asset Entity?
YES NO
If “Yes”, the maximum percentage of the Investor constituting “plan assets” will be _____%.
(Note that the subscriber has an obligation under the Subscription Agreement to promptly notify the BDC if this percentage is exceeded in any calendar month.)
12. FOIA or Similar Law. Is the Purchaser subject to the Freedom of Information Act (5 U.S.C. Section 552), or any similar open public records laws of any state, municipality or foreign government that could result in the disclosure of confidential information relating to the Adviser, the BDC or any of its investments?
YES NO
If the answer is “Yes,” please provide a citation to the relevant law.
13. Source of Funds. Please identify the source of funds to be invested:
Business Income Gift
Employment Inherited
Investments Other Investors
Other: ________________________________________________
14. Line of Business. Provide a brief description of your occupation or line of business:
____________________________________________________________________
15. Primary Account Owner:
Contact Person: _________________________________________
Mailing Address: _________________________________________
_________________________________________
_________________________________________
Permanent Address (if not different from above, write “N/A”):
_________________________________________
_________________________________________
_________________________________________
Home Telephone: _________________________________________
Work Telephone: _________________________________________
Mobile Telephone: _________________________________________
Facsimile: _________________________________________
Email Address: _________________________________________
If Applicable, _________________________________________
Principal Place of _________________________________________
Business: _________________________________________
Personal (Optional):
Birth Date: _________________________________________
Marital Status: _________________________________________
Children: _________________________________________
The Purchaser acknowledges and agrees that all statements, reports, forms and notices will be sent via electronic delivery, unless client specifically directs otherwise in writing.
16. Wiring Instructions for Distributions.
Please provide wiring instructions below for distributions from fund investments:
Bank Name: _________________________________________
Bank ABA: _________________________________________
Account Name: _________________________________________
Account Number: _________________________________________
For Further Credit
Account Name: ________________________________________
For Further Credit
Account Number: ______________________________________
Reference: _________________________________________
If International wire, continue below
Beneficiary Address: _________________________________________
_________________________________________
_________________________________________
Bank SWIFT: _________________________________________
Beneficiary Bank
Account Number: ______________________________________
Intermediary Bank
Account Number: ______________________________________
Intermediary Bank Name: ___________________________________
Intermediary Bank ABA: ___________________________________
Intermediary Bank SWIFT: ___________________________________
Additional Info
(i.e. IBAN, BSB, etc): ___________________________________
17. Certain Occupations / Lines of Business. If you are any of the following, please identify your occupation or line(s) of business, as applicable, below.
If yes, please describe your occupation or line(s) of business:
9 “Affiliated Investor” means any investor who would be deemed to be a Controlling Person with respect to the Units held by the Purchaser or who would have an indirect Controlling Person in common. A “Controlling Person” with respect to a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares, or is deemed to have or share, (i) voting power, which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the disposition of, such security and any person that has the right to become a Controlling Person as described in (i) or (ii) within 60 days, including through the exercise of an option, the termination of a contract or otherwise.
10 A “US Person” for purposes of this question 10 only has the meaning in Rule 203(m)-1 under the Investment Advisers Act of 1940, as amended, and includes any natural person that is resident in the United States of America (including its territories or possessions).
11 A “private fund” means an issuer that would be an “investment company” (as defined by Section 3 of the Investment Company Act of 1940, as amended) but for Section 3(c)(1) or 3(c)(7) thereof.
12 “Government entity” means any state or political subdivision of a state, including (i) any agency, authority, or instrumentality of the state or political subdivision; (ii) a plan or pool of assets controlled by the state or political subdivision or any agency, authority, or instrumentality thereof; and (iii) any officer, agent, or employee of the state or political subdivision or any agency, authority, or instrumentality thereof, acting in their official capacity.
ATTACHMENT II
Names and Addresses of Shareholders, Partners or Members
If the Purchaser is an entity, please list the names and addresses of the shareholders, members or partners below, together with the Accredited Investor category of each such shareholder, member or partner, as applicable.
Name Address | Accredited Investor Category |
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