"*Section 15A(b) of the Israeli Securities Law, 5728-1968 (the “Israeli Securities Law”) states that for the purpose of the “public offering or sale” rules, offers of securities to certain categories of investors are not taken into account. Please mark one of the following (and if the Subscriber is an entity, please be sure to answer from the perspective of the entity itselfSection 15A(b) of the Israeli Securities Law, 5728-1968 (the “Israeli Securities Law”) states that for the purpose of the “public offering or sale” rules, offers of securities to certain categories of investors are not taken into account. Please mark one of the following (and if the Subscriber is an entity, please be sure to answer from the perspective of the entity itself.
סגירה
X
Signed and confirmed
Ok
Clear
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אשר
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אשר
לחץ להוספה
לחץ להוספה
כותרת רשימה
˅
פריט רשימה
העבר אל
(הראל פיננסים, שותף בחשבון, family office, עו"ד או רו"ח, אחר)
שם מלא
validation
כתובת דוא"ל
validation
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סגירה
2.
The Subscriber represents that its investment in the Partnership is on an “AS IS” basis and it has not relied on any warranty, representation or indemnity undertaking (whether oral or written) of the Fund, the General Partner, the Management Company, any Principal or any of their respective Affiliates, directors, officers, shareholders, employees or their representatives or anyone on their behalf, that are not detailed in the LPA, if any, and accordingly the Subscriber does not and shall not have any claims towards the Fund, the General Partner, the Management Company, any Principal or any of their respective affiliates, directors, officers, shareholders, employees or their representatives or anyone on their behalf, in respect of any warranty, representation or indemnity undertaking that is not expressly detailed in the LPA.
3.
The Subscriber is acquiring the Units for its own account, for investment purposes only and not with a view to, or for, the resale, distribution, subdivision or fractionalization thereof, or for the account, in whole or in part, of others.
4.
The Subscriber further represents and warrants that it has the professional, financial, economic and business knowledge, ability and experience required in order to independently evaluate the merits and risks involved in investing in the Partnership on the terms and conditions of the LPA, that it is able to perform all its obligations pursuant thereto, at such times determined by the General Partner pursuant to the terms of the LPA.
5.
The Subscriber represents that it is familiar with and aware of the risks involved in investment in the Partnership and of the possibility of losing all or some of its investment, and that it is able to withstand the financial risk involved in the loss of its whole investment and that it has carefully considered all the risk factors involved in the investment and obtained suitable advice.
6.
The Subscriber is aware that the Partnership’s operations and transactions might be taxed in multiple jurisdictions, with the exposure involved therein and that such taxes might be charged by way of withholding all taxes or other obligatory payments required by applicable law to be withheld from each distribution to the Partners.
7.
The Subscriber is aware of the restrictions on the withdrawal of its investment or the transfer of its Interest in the Partnership and on the distribution of the Partnership’s profits and that these restrictions might result in it being called upon to pay tax on its share of the Partnership’s income from its own resources, without it being entitled to finance such tax liability from proceeds received in connection with its investment in the Partnership.
8.
If the Subscriber is an individual: the Subscriber has reached the age of eighteen and there is no contractual, legal or other impediment (including the need to obtain any consent or approval from any Person) preventing him/her from entering into the LPA and this Subscription Agreement or performing any of his/her obligations pursuant thereto and hereto, in full and on time. If the Subscriber is a corporation, partnership, trust or any other entity, the Subscriber represents that it (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (ii) has received all the approvals required to enter into the LPA and this Subscription Agreement, it has passed all the resolutions required pursuant to its constituting documents and pursuant to any applicable law for the purpose of entering into, and performing all of its obligations under the LPA and this Subscription Agreement, and that there is no contractual, legal or other impediment (including the need to obtain any consent or approval from any Person) preventing it from entering into the LPA and this Subscription Agreement or performing any of its obligations pursuant thereto and hereto, in full and on time.
9.
The Subscriber is aware that the General Partner, or any of its advisors, may give the Israeli tax authorities, the U.S. tax authorities or any other tax authorities, at the end of each year and at any other time as demanded by such tax authorities, details, including the identity of the Limited Partners, or some of them, their Interest and their share of the Partnership’s profits.
10.
The Subscriber represents that it has not received any tax advice and/or representations on any tax matters from the Principals, the Partnership, the General Partner, the Management Company, and/or their respective Affiliates, and that it has examined the provisions of the applicable law relating to the taxation of Partnerships, Partners and investments of the type the Partnership plans to make and that the provisions of the LPA and the documents ancillary thereto do not constitute an alternative for specific tax advice relating to its Units and taking into account the specific facts of each Limited Partner and that the Subscriber is entering into the LPA and this Subscription Agreement having been given the chance to obtain tax advice as aforesaid, and that it is aware of all the tax implications of its investment in the Partnership.
11.
The Subscriber represents and warrants that all the answers, statements and information set forth in the attached Investor Questionnaire and the forms attached thereto are true and correct on the date hereof and will be true and correct as of the date that the Partnership admits the Subscriber, if ever, to the Partnership as a Limited Partner and on each date on which the Subscriber makes a capital contribution to the Partnership.
12.
The Subscriber agrees to provide such additional information as requested by the General Partner and to notify the General Partner promptly of any change which may cause any of the answers, statements and information set forth in the attached Investor's Questionnaire to become untrue in any material respect.
13.
The Subscriber understands that this subscription is not binding on the Partnership until accepted by the General Partner, and may be rejected in whole or in part by the General Partner, in its absolute discretion. Unless or until rejected by the General Partner, this subscription shall be irrevocable by the Subscriber.
14.
The Subscriber represents, warrants and agrees that it will provide in a timely manner all the information and forms requested by the General Partner in connection with the execution of this Subscription Agreement, including a properly completed United States Internal Revenue Service Tax Form W-8 / W-9, and shall promptly provide the General Partner, the Management Company and/or the Partnership with such information and/or documentation regarding the Subscriber and/or its beneficial owners, as the Partnership, the Management Company and/or the General Partner requests in order for the Partnership to comply with their legal obligations, including their legal obligations under FATCA and/or in connection with Common Reporting Standards (CRS) implemented in Israel. Furthermore, the Subscriber hereby undertakes to indemnify the Fund and the other Limited Partners for any liabilities, claims, demands, damages, losses, costs and expenses (including, but not limited to, any withholding tax, penalties or interest suffered by the Partnership) incurred by any of them in connection with or as a consequence of its non-compliance with the above requirements.
15.
The Subscriber understands and acknowledges that the legal counsels of the Fund, the Management Company and the General Partner do not act as the legal counsels of any Limited Partner by virtue of its investment in the Partnership. The Subscriber also understands that, in connection with the offering of Units and subsequent advice to the General Partner and the Management Company (and certain of their Affiliates), the legal counsels of the General Partner and the Management Company will not be representing the Subscriber. The Subscriber acknowledges that the General Partner’s, the Management Company’s and the Partnership’s counsel have not independently verified any factual assertions made by the Partnership, the General Partner and the Management Company and is not responsible for the compliance of the Partnership with any applicable law.
16.
The Subscriber is fully aware that the offering and sale of Units, including the Units being acquired by the Subscriber, have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any applicable securities laws of any states or other jurisdictions and have been made in reliance upon federal and state exemptions for transactions not involving a public offering. In furtherance thereof, if the Subscriber is a “U.S. Person”, the Subscriber represents and warrants that the Subscriber is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act (an “Accredited Investor”) and hereby makes the representations and warranties contained in PART VI hereof. The Subscriber acknowledges that at no time was the Subscriber presented with, or solicited by, any leaflet, public promotional meeting, newspaper or magazine article, radio or television advertisement or any other form of general advertising or general solicitation with respect to the Partnership.
17.
The Subscriber acknowledges that the Partnership has not been and will not be registered as an “Investment Company” under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”). In furtherance thereof, if the Subscriber is a “U.S. Person”, the Subscriber hereby makes the representations and warranties contained in PART VI hereof.
18.
This Subscription Agreement or any term hereof may not be changed, waived, discharged or terminated except with in writing by the Subscriber and the General Partner.
19.
This Subscription Agreement shall be binding upon and inure to the benefit of the Subscriber and its successors but shall not be assignable by the Subscriber without the prior written consent of the General Partner. This Subscription Agreement shall inure to the benefit of the Partnership and shall be binding upon it and its successors and assignees.
20.
The Subscriber agrees to provide additional documentation and/or information to verify its identity if requested by the General Partner in accordance with the requirements, present or future, of the State of Israel or any other jurisdiction whose regulations apply to the General Partner or the Partnership and understands that the General Partner may not confirm acceptance of the Subscriber's investment until such time as the General Partner has received the documentation verifying the Subscriber's identity to its satisfaction.
21.
The Subscriber acknowledges that representatives of the General Partner have made available to the Subscriber the opportunity to ask questions and receive answers from them concerning the terms and conditions of the investment in the Partnership described in the LPA, and to obtain any additional information necessary to verify the information contained in the LPA or otherwise relating to the activities of the Partnership and to evaluate the merits and risks of an investment in the Partnership.
22.
Power of Attorney
The Subscriber hereby joins in and agrees to be bound by the LPA as a Limited Partner.
The Subscriber does hereby irrevocably makes, constitutes and appoints the General Partner, with full power of substitution, as its true and lawful agent and attorney, with full power and authority in the Subscriber’s name, place and stead, to execute, date, acknowledge, swear to, deliver, record and file, as appropriate:
a.
The LPA and any amendment to the LPA authorized by the terms thereof and any and all instruments, declarations, certificates and conveyances necessary to reflect such amendments or modifications;
b.
Any instrument necessary to admit a new or substitute limited partner to the Partnership and to enable such person to become a party to the LPA;
c.
The registration of the Partnership and any other instruments, documents and certificates which may from time to time be required by any law to effectuate, implement and continue the valid and subsisting existence of the Partnership including, without limitation, any such filing for the purpose of admitting the Subscriber and others as Limited Partners;
d.
Any business certificate, fictitious name certificate, amendment thereto, or other instrument, agreement or document of any kind necessary or desirable to accomplish the business, purpose and objectives of the Partnership or required by any applicable law; and
e.
All other filings with any local or foreign authority, of any jurisdiction, which the General Partner considers necessary or desirable to carry out the purposes and the business of the Partnership.
The power-of-attorney contemplated hereby, given to secure a proprietary interest of the General Partner of the power and/or performance of an obligation owed to the General Partner, shall survive, and shall not be affected by, the subsequent death, disability, incapacity, incompetence termination, bankruptcy, insolvency or dissolution of the Subscriber
סגירה
THIS SUBSCRIPTION AGREEMENT is made by and between the General Partner, and the undersigned applicant (the “Subscriber”), that is hereby subscribing for Units in the Partnership on the terms and conditions set forth herein and in the Limited Partnership Agreement of the Partnership, substantially in the form previously furnished to the Subscriber (as the same may be modified in accordance with the terms thereof, hereinafter the “LPA”). Capitalized terms used herein without definition have the meanings set forth in the LPA.
The undersigned Subscriber hereby agrees to become a limited partner in the Partnership and to invest in the capital of the Partnership the aggregate amount accepted by Harel Finance Alternative Ltd. (the “General Partner” and the “Contribution” respectively). In connection therewith:
1.
The Subscriber acknowledges having received and read the LPA, has consulted its own attorney, accountant, tax adviser or investment adviser with respect to the investment contemplated hereby and its suitability for the Subscriber. Any specific acknowledgment set forth herein with respect to any statement contained in the LPA shall not be deemed to limit the generality of this representation and warranty.
The Subscriber agrees to be bound by the terms of the LPA
סגירה
Subscription to invest as a limited partner in the Fund may be made only by means of the completion, delivery and acceptance of the subscription documents in this package (the “Subscription Booklet”) as set forth below.
The term “Partnership” as used in this Subscription Booklet shall mean the limited partnership in respect of which the person subscribing for the investment in the Fund (the “Subscriber”).
1.
Investment Procedure
This Subscription Booklet contains a Subscription Agreement and an Investor Questionnaire. Each of these documents must be completed and properly signed by the Subscriber in the Partnership.
Capitalized terms used in this Subscription Booklet and not otherwise defined shall have the meanings given to such terms in the Limited Partnership Agreement of the Partnership (the “LPA”). Subscribers should read the LPA and this Subscription Booklet in full.
Please direct any questions regarding the terms and provisions of this Subscription Booklet or regarding the subscription procedure to either:
Adv. Sorina Grouchko by phone: +972-3-7546060, or by email: sorina@harel-finance.co.il Or Tzur Capital Management Ltd. by phone +972-3-373-0400, or by email: yitz@tzurmanagement.com.
2.
Submission of Subscription
All completed subscription documents are to be returned to Harel Finance Alternative Ltd. (the “General Partner”) by email (as indicated above) and followed by courier of original signed documents to the following address:
Tzur Capital Management Ltd.
8 Shaul Hamelech Street
Tel Aviv, 6473307
Israel
Attn: Yitz Raab
The General Partner reserves the right to accept or reject all or any portion of any subscriptions, in its sole discretion. If a subscription is rejected in its entirety, all subscription documents will be returned to the Subscriber. If a subscription is accepted, in whole or in part, the General Partner will issue a written confirmation to successful subscribers confirming acceptance of their subscription
סגירה
*Questionnaire Categories: Israeli Tax Status
An investor is considered an Israeli resident for purposes of the Israeli Tax Ruling if it is a “Resident of Israel” as such term is defined in Section 1 of the Israeli Income Tax Ordinance [New Version] 1961 (“Israeli Resident”). Below is the definition of a “Resident of Israel”:
A.
With respect to an individual – a person whose center of vital interests is in Israel; for this purpose the following provision will apply:
1.
In order to determine the center of vital interests of an individual, account will be taken of the individual’s family, economic and social connections, including:
a.
place of permanent home;
b.
place of residential dwelling of the individual and the individual’s immediate family;
c.
place of the individual’s regular or permanent occupation or the place of his permanent employment;
d.
place of the individual’s active and substantial economic interests;
e.
place of the individual’s activities in organizations, associations and other institutions;
2.
The center of vital interests of an individual will be presumed to be in Israel if:
2.1.
the individual was present in Israel for 183 days or more in the tax year; or
2.2.
the individual was present in Israel for 30 days or more in the tax year, and the total period of the individual’s presence in Israel that tax year and the two previous tax years is 425 days or more;
2.3.
for the purposes of this provision, “day” includes a part of a day.
3.
The presumption in subparagraph (2) may be rebutted either by the individual or by the assessing officer.
B.
With respect to a body of persons – a body of persons which meets one of the following:
1.
It was incorporated in Israel;
2.
The control and management of its business are exercised in Israel.
סגירה
Please complete and attach the applicable W-8/w-9 Forms
If you answered “yes” to any one or more of the above questions, please (i) fill in and sign an IRS W-9 form (as provided herein below), or (ii) fill in and sign an IRS W-8 BEN form (as provided herein below) and provide us with such documentation evidencing that you are not a U.S. Person to the satisfaction of the General Partner.
סגירה
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