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Subscription Agreement

Mombe Mari Trust Fund

Subscription Agreement

The undersigned (the “Subscriber”) hereby irrevocably subscribes for that number of Units (the “Units”) of the Trust as set forth below at a price per Unit as described in the Prospectus of the Trust dated as of 01 September 2021 as it may be amended from time to time, relating to the offering of the Units (the “Prospectus”) .

The Subscriber acknowledges that the Subscriber will be issued Units of the Trust. 

By submitting this subscription, the Subscriber acknowledges having received and read the Prospectus and that the Manager is relying on the representations and warranties set out below. 

By submitting this subscription, the Subscriber acknowledges having received and read the Prospectus and that the Manager is relying on the representations and warranties set out below.  

All Subscribers that are “individual investors” must complete Schedule “A” or Schedule “A-1”.

For a Subscriber purchasing the Units through another registered dealer (“Subscribers Agent”), it is the Subscriber’s Agent’s responsibility to fulfill all relevant “know-your-client” obligations and to assess whether the Units are a suitable investment for the Subscriber. The Subscriber’s Agent is also responsible for all identification and investor information collection obligations under any anti-money laundering and anti-terrorist financing legislation. If the Subscriber’s Agent and the Subscriber complete Schedule “B”, the subscriber need not complete the Mombe Mari Unit Trust Know-Your-Client form or Schedule “C” or Schedule “D”. 

For a Subscriber purchasing Units directly through the Manager (and not through another dealer), the Manager must determine whether the Units are a suitable investment for the Subscriber having regard to the Subscriber’s investment needs and objectives, his or her financial circumstances and risk tolerances. The Manager must also collect additional information under anti-money laundering and anti-terrorism legislation. In this regard, the Subscriber must complete the Mombe Mari Unit Trust Know-Your-Client form or Schedule “C”, as well as Schedule “D” (if applicable). 

All Subscribers that are “permitted clients” and who do not wish to complete the Mombe Mari Unit Trust Know-Your-Client form must complete “Schedule C” or must be a registered firm, a Zimbabwean financial institution or commercial bank. 

General

The Subscriber acknowledges the information contained in the Prospectus including, in particular, those investment considerations described therein in the Prospectus entitled “Risk Factors”. Unless otherwise defined or the context otherwise requires, all capitalized terms used in this subscription agreement and power of attorney (“Subscription Agreement”) have the meanings given in the Prospectus and in the Deed of Trust governing the affairs of the Trust dated as of 01 September 2021, as it may be amended from time to time (the “DOT”).

The Subscriber tenders herewith, in full payment of the aggregate subscription price of the Units, a cheque made payable to the Trust or confirmation of wire instructions or other evidence of payment (as the Manager and the selling dealer may otherwise permit or require) for the amount set forth below representing the purchase price of the Units subscribed for. No Units shall be issued to the Subscriber until the Valuation Date following receipt by the Trust of the subscription proceeds and the Subscription Agreement duly completed.

The Subscriber acknowledges that participation in the Trust is subject to the acceptance of this subscription by the Manager and to certain other conditions set forth in the DOT. The Subscriber agrees that this subscription is given for valuable consideration and shall not be withdrawn or revoked by the Subscriber. The acceptance of this subscription shall be effective upon the written acceptance by the Manager and the deposit of the payment into any of the Trust’s accounts. The Subscriber shall be bound by the terms of the DOT upon acceptance of this Subscription. This Subscription Agreement and the subscription proceeds shall be returned without interest or deduction to the Subscriber at the address indicated in the Subscription Agreement if this subscription is not accepted. If the subscription is accepted only in part, a cheque representing a portion of the purchase price for that portion of the subscription price for the Units which is not accepted will be promptly delivered or mailed to the Subscriber without interest or penalty. Subscription funds received prior to a Subscription Date will be kept in a segregated account (without interest or deduction) in trust for the Subscriber pending acceptance of this Subscription Agreement. 

General representations and warranties

The Subscriber represents, warrants, certifies, acknowledges and covenants to and in favour of the Trust and the Manager as follows: 

(1) the Subscriber has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of an investment in the Trust and is able to bear the economic risk of loss of such investment; 

(2) the Subscriber is not a “non-resident”, a partnership other than a “Zimbabwean partnership”, a “tax shelter”, a “tax shelter investment”, or an entity an interest in which is a “tax shelter investment” or in which a “tax shelter investment” has an interest, within the meaning of the Income Tax Act (Chapter 23:06) (Zimbabwe), nor is the Subscriber a partnership that does not prohibit investment by the foregoing persons; and in the event that the Subscriber's status in this respect changes, the Subscriber will immediately notify the Manager in writing;

(3) if the Subscriber is or becomes a “financial institution” within the meaning of the Income Tax Act (Zimbabwe), the Subscriber will immediately notify the Manager in writing of such status;

(4) if an individual, the Subscriber has attained the age of majority and has the legal capacity and competence to execute this Subscription Agreement and to take all actions required pursuant hereto; 

(5) if not an individual, the Subscriber has good right, full power and absolute authority to execute this Subscription Agreement and to take all necessary actions, and all necessary approvals have been given to authorize it to execute this Subscription Agreement; 

(6) this Subscription Agreement, when accepted, will constitute a legal, valid, binding and enforceable contract of the Subscriber, enforceable against the Subscriber in accordance with its terms; 

(7) if the Subscriber is purchasing the Units as trustee or agent (including, for greater certainty, a portfolio manager or comparable advisor) for a principal, the Subscriber has notified the Manager of such fact, and the Subscriber is duly authorized to execute and deliver this Subscription  Agreement and all other necessary documentation in connection with such purchase on behalf of such principal, to agree to the terms and conditions contained herein and therein and to make the representations, certifications, acknowledgments and covenants made herein and therein, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes a legal, valid and binding agreement enforceable against, such principal, and the Subscriber acknowledges that the Manager is required by law to disclose to certain regulatory authorities, the identity of such principal purchaser of Units for whom the Subscriber may be acting;

(8) the entering into of this Subscription Agreement and the transactions contemplated hereby will not result in the violation of any terms or provisions of any law applicable to, or the contracting documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which he, she or it is or may be bound; 

(9) the Subscriber is a resident of, or is otherwise subject to the securities laws of, the jurisdiction set or benefit of any person in any jurisdiction other than such jurisdiction;

(10) the Subscriber has no knowledge of a “material fact” or “material change” (as those terms are defined in applicable securities legislation) in the affairs of the Trust that has not been generally disclosed to the public, save knowledge of this particular transaction;

(11) the Subscriber is aware that there are securities and tax laws applicable to the holding and disposition of the Units and has been given the opportunity to seek advice in respect of such laws and is not relying solely upon information from the Trust, the Manager, or, where applicable, their officers, directors, employees or agents; 

(12) the Subscriber has received, reviewed and fully understands the Prospectus and has had the opportunity to ask and have answered any and all questions which the Subscriber wished with respect to the business and affairs of the Trust, the Units and the subscription hereby made; 

(13) specifically, the Subscriber is aware of the characteristics of the Units, of the nature and extent of personal liability and of the risks associated with an investment in the Units;

(14) the Subscriber understands that (i) there is no right to demand any distribution from the Trust, other than by redemption of Units pursuant to the terms and procedures and subject to the restrictions described in the Prospectus, including consent of the Manager; (ii) it is not anticipated that there will be any public market for the Units; and (iii) it may not be possible to sell or dispose of Units; 

(15) the Subscriber shall not knowingly transfer his, her or its Units in whole or in part to a person without the approval of the Manager and will do so only in accordance with applicable securities laws;

(16) the investment portfolio and trading procedures of the Trust are proprietary to the Trust and the Manager and all information relating to such investment portfolio and trading procedures shall be kept confidential by the Subscriber and will not be disclosed to third parties (excluding the Subscriber's personal advisers) without the written consent of the Manager; 

(17) the Subscriber will execute and deliver all documentation and provide all such further information to the Manager as may be required from time to time in order for the Manager to satisfy its obligations under applicable securities legislation and anti-money laundering and anti-terrorist financing legislation, and to satisfy domestic and foreign tax reporting and similar filings; and 

(18) the representations, warranties, covenants, certifications and acknowledgments of the Subscriber contained in this Subscription Agreement shall survive the completion of the purchase and sale of the Units and any subsequent purchase of Units by the Subscriber unless a new subscription agreement is executed at the time of the subsequent purchase, and the Subscriber undertakes to notify the Manager immediately at the address set forth above of any change in any representation, warranty or other information relating to the Subscriber set forth in this Subscription Agreement. 

Anti-Money Laundering and Anti-Terrorist Financing Legislation

In accordance with the Money Laundering and Proceeds of Crime Act (Chapter 9:24) (Zimbabwe), the Subscriber purchasing Units directly from the Manager (and not through a registered dealer to whom the following has been provided) must provide certain information and/or documentation as well as proof of identity and source of funds. For corporations, limited partnerships or similar entities, other than those entities specifically exempted by the applicable rules, please complete Schedule “D” and attach all necessary documentation.

Policy Concerning Conflicts of Interest with Related Issuers and Associate Issuers

Attached as Schedule “E” hereto is a summary of the Manager’s policy concerning conflicts of interest with related issuers and associate issuers. By signing this Subscription Agreement, the Subscriber acknowledges that he, she or it has read such disclosure and (i) is aware that (A) there are issuers which may be considered associated to the Manager; (B) the Manager may trade or provide advice with respect to the securities of such issuers; and (C) the Manager and/or an affiliate may be paid certain fees or receive other compensation from such issuers in exchange for services; and (ii) unless the Subscriber withholds his, her or its consent from the Manager in writing, consents to the Trust investing in securities of such issuers.

Privacy Policy and Email Communications

Attached as Schedule “F” hereto is a copy of the Trust’s Privacy Policy. By signing this Subscription Agreement, the Subscriber consents to the collection, use and disclosure of his or her personal information in accordance with such policy. By signing this Subscription Agreement, the Subscriber consents to receiving Trust updates, promotional emails and other commercial electronic messages from the Manager unless the Subscriber withdraws consent by contacting the Manager at the address above. 

Indemnity 

The Subscriber agrees to indemnify the Trust and the Manager against all losses, claims, costs, expenses and damages or liabilities which it may suffer or incur or cause arising from the reliance on the representations, certifications and covenants of the Subscriber by the Trust or the Manager or the breach of any of them by the Subscriber. 

Governing Law and Language 

This Subscription Agreement and all ancillary documents shall be governed by and construed in accordance with laws of the Republic of Zimbabwe. By the Subscriber’s execution of this Subscription Agreement, the Subscriber irrevocably attorns to the non-exclusive jurisdiction of the courts of the Republic of Zimbabwe. 

The Subscriber has required that this Subscription Agreement and all related documents including any Prospectus or supplement thereto be in the English language. 

The Subscriber hereby represents and certifies that the Subscriber is acting for his, her or its own account and is purchasing Units as principal (or is deemed by Securities and Exchange Act (Chapter 24:25) to be acting as principal) for investment purposes only and not with a view to resale.


If Subscriber is not an Individual:


Name and Address of Subscriber:


If Subscriber is an Individual:

If Subscriber is an individual, his or her signature must be witnessed by a person who is neither a minor or the spouse or child of the Subscriber):


Schedule “A-1”

Form for certain individual investors.

WARNING! 

This investment is risky. Don’t invest unless you can afford to lose substantial amount of money you pay for this investment.

[To be completed by Subscriber and his or her salesperson if Subscriber is an individual]

SECTION 1

About your investment

Type of securities: Trust Units 

Issuer: Mombe Mari Trust Fund

Purchased from Issuer: Yes


SECTIONS 2 TO 3 TO BE COMPLETED BY THE SUBSCRIBER


Risk acknowledgement

This investment is risky.


SECTION 4 TO BE COMPLETED BY THE SALESPERSON

Salesperson information 

[Instruction: The salesperson is the person who meets with, or provides information to, the purchaser with respect to making this investment. That could include a representative of the Manager, another registrant or a person who is exempt from the registration requirement.]


SECTION 5 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER

For more information about this investment, please contact: 

Mombe Mari Trust Fund 

c/o Silverback Asset Management 

44 Kent Road 

Chisipite 

Harare 

Email: ted@silverback.co.zw

Tel: 0772602248


Schedule B

Certificate of Subscribers Agent

To be completed if the Subscriber is a client of a registered adviser or dealer (the “Subscriber’s Agent”) and is investing in the Trust through and on the advice of the Subscriber's Agent:

If the Subscriber and the Subscriber’s Agent complete this Schedule “B”, the Subscriber DOES NOT need to complete the Silverback Know-Your-Client form, Schedule “C” or Schedule “D”.


Schedule C

LICENSED ENTITY CLIENT SUITABILITY WAIVER 

To be completed, initialed and signed by the Subscriber if purchasing Units directly from the Manager and the Subscriber is a Licensed Entity in terms of the Securities Act (Chapter 24:25) that does not wish to provide the know-your-client information otherwise required

 

TO: Silverback Asset Management (the “Manager”)

Schedule D

ENTITY CERTIFICATE

[To be completed and signed by Subscriber if purchasing Units directly from the Manager and the Subscriber is not an individual]

Section Break

TO: Silverback Asset Management 

RE: Subscription for Units of Mombe Mari Trust Fund


Section Break

[If the Subscriber has previously provided the following information in connection with a prior purchase of Units of the Trust or of interests in another investment fund managed by the Manager, and there has been no change to the information previously provided, simply check the box at the bottom of this Schedule “D” and sign without completing items 1 to 8.]