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Contract analysis / investor-kyc-form.docx
investor-kyc-form.docx
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Section 1.1 — Legal Name and Organization
Section 1.1 — Legal Name and Organization Please provide the following information regarding the Investor. The legal name should be stated exactly as it will appear on the Subscription Agreement and the Agreement of Limited Partnership of the applicable fund vehicle. Any discrepancy between the name stated herein and the name used in the Investor's organizational documents may result in processing delays.
1. Full legal name of Investor (as it will appear on the Subscription Agreement and Limite
1. Full legal name of Investor (as it will appear on the Subscription Agreement and Limited Partnership Agreement): ________________________________________
2. Trade name(s) or d/b/a name(s), if any:
2. Trade name(s) or d/b/a name(s), if any: ________________________________________
3. Type of entity (check all that apply):
3. Type of entity (check all that apply): • Corporation (C Corporation or S Corporation) • Limited Partnership • Limited Liability Company • General Partnership • Trust (specify type — e.g., revocable, irrevocable, grantor, statutory, business, charitable): __ • Sovereign Wealth Fund • Government Pension Plan • Endowment or Foundation • Insurance Company • Bank or Financial Institution • Fund of Funds • Individual •
4. Jurisdiction of organization or formation (state and/or country):
4. Jurisdiction of organization or formation (state and/or country): ________________________________________
5. Date of organization or formation:
5. Date of organization or formation: ________________________________________
6. Organizational identification number (e.g., Delaware Secretary of State file number, co
6. Organizational identification number (e.g., Delaware Secretary of State file number, company registration number, or equivalent identifier in the jurisdiction of formation): ________________________________________
7. Country of domicile for tax purposes (if different from the jurisdiction of organizatio
7. Country of domicile for tax purposes (if different from the jurisdiction of organization or formation): ________________________________________
8. Is the Investor a "United States person" as defined in Section 7701(a)(30) of the Inter
8. Is the Investor a "United States person" as defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the "Code")? • Yes • No Note: A "United States person" includes a citizen or resident of the United States, a domestic partnership, a domestic corporation, any estate (other than a foreign estate), and any trust if (i) a court within the United States is able to exercise primary supervision
Section 1.2 — Contact Information
Section 1.2 — Contact Information Please provide the following contact information for the Investor. The General Partner and fund administrator will use this information for all communications relating to capital calls, distributions, reporting, tax documents, and other Fund matters.
1. Principal business address:
1. Principal business address:
2. Mailing address (if different from principal business address):
2. Mailing address (if different from principal business address):
Section 1.3 — Capital Commitment
Section 1.3 — Capital Commitment
1. Amount of capital commitment (in U.S. dollars): $__
Standard
⚑ Commercial term
1. Amount of capital commitment (in U.S. dollars): $__ Note: The minimum capital commitment for the Fund is $10,000,000. The General Partner, Harrowgate Fund V GP LLC, in its sole discretion, reserves the right to waive or reduce the minimum capital commitment for any Investor.
2. Is the Investor a first close participant (targeting August 15, 2025)?
2. Is the Investor a first close participant (targeting August 15, 2025)? • Yes • No
3. Has the Investor been introduced to the Fund by Osprey Capital Markets LLC (placement a
3. Has the Investor been introduced to the Fund by Osprey Capital Markets LLC (placement agent)? • Yes • No If Yes, please identify the individual at Osprey Capital Markets LLC with whom the Investor has been in contact: __________ PART II — BENEFICIAL OWNERSHIP AND CONTROL
Section 2.1 — Beneficial Ownership Information
Section 2.1 — Beneficial Ownership Information Pursuant to the Customer Due Diligence Requirements for Financial Institutions (31 C.F.R. § 1010.230) and applicable anti-money laundering laws and regulations, the Investor must identify all natural persons who, directly or indirectly, own twenty-five percent (25%) or more of the equity interests of the Investor (each, a "Beneficial Owner") and the individual with signi
Section 2.2 — Control Person
Section 2.2 — Control Person Regardless of whether any individual qualifies as a Beneficial Owner under Section 2.1 above, the Investor must identify below the individual who has significant responsibility for managing or directing the Investor's affairs (the "Control Person"). This individual may be a chief executive officer, chief financial officer, managing partner, managing member, trustee, or any other individua
Section 2.3 — Governmental or Sovereign Entities
Section 2.3 — Governmental or Sovereign Entities This section must be completed if the Investor is a governmental entity, sovereign wealth fund, state-sponsored enterprise, government pension plan, or other entity organized, controlled, or funded by a governmental authority. Governmental pension plans (e.g., state pension systems) and sovereign wealth funds should complete this section even if they are otherwise exem
1. Is the Investor a governmental entity, sovereign wealth fund, or state-sponsored entity
1. Is the Investor a governmental entity, sovereign wealth fund, or state-sponsored entity? • Yes • No (skip to Part III)
2. If Yes, identify the sovereign or governmental authority under which the Investor was e
2. If Yes, identify the sovereign or governmental authority under which the Investor was established or by which it is controlled: ________________________________________
3. Identify the enabling legislation or governmental mandate pursuant to which the Investo
3. Identify the enabling legislation or governmental mandate pursuant to which the Investor was created: ________________________________________
4. Does the Investor claim sovereign immunity from suit, jurisdiction, attachment, or exec
4. Does the Investor claim sovereign immunity from suit, jurisdiction, attachment, or execution under the laws of any jurisdiction? • Yes (please describe the basis and scope of such immunity in Section 10.4 below) • No
5. Are the beneficial ownership disclosure requirements otherwise applicable to the Invest
Medium
⚑ Forum / governing law
5. Are the beneficial ownership disclosure requirements otherwise applicable to the Investor modified by applicable law? If so, please explain: ________________________________________ ________________________________________ PART III — SOURCE OF FUNDS AND SOURCE OF WEALTH
Section 3.1 — Source of Funds
Section 3.1 — Source of Funds The Investor must identify the source of funds that will be used to satisfy capital calls in connection with its capital commitment to the Fund. This information is required for compliance with applicable anti-money laundering laws and regulations. Please check all categories that apply and provide a narrative description where indicated.
1. Description of the source of funds to be used for the capital commitment (check all tha
1. Description of the source of funds to be used for the capital commitment (check all that apply): • General account / investment portfolio of the Investor • Pension fund assets • Endowment / foundation assets • Insurance company general account assets • Sovereign wealth fund assets / government reserves • Family wealth / personal savings • Capital commitments from the Investor's own investors (for fund of funds or
2. Narrative description of source of funds (if not adequately covered by the checkboxes a
2. Narrative description of source of funds (if not adequately covered by the checkboxes above, or if the General Partner or fund administrator has specifically requested additional detail): ________________________________________ ________________________________________ ________________________________________
3. Confirmation: The Investor hereby confirms that the funds used to satisfy capital calls
3. Confirmation: The Investor hereby confirms that the funds used to satisfy capital calls will not be directly or indirectly derived from any activity that would constitute a violation of applicable anti-money laundering laws, including, without limitation, the Bank Secrecy Act (31 U.S.C. § 5311 et seq.), the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terroris
Section 3.2 — Source of Wealth (for Individuals, Family Offices, and Private Entities)
Section 3.2 — Source of Wealth (for Individuals, Family Offices, and Private Entities) If the Investor is a natural person, a family office, or a privately held entity (i.e., an entity that is not a regulated financial institution, publicly traded company, pension plan, endowment, foundation, sovereign wealth fund, or similar institutional investor), the Investor must describe the origin of the Investor's total wealt
1. Description of the origin of the Investor's total wealth or net worth:
1. Description of the origin of the Investor's total wealth or net worth: ________________________________________ ________________________________________ ________________________________________
2. If the Investor is a family office, identify the founding family and the principal sour
2. If the Investor is a family office, identify the founding family and the principal source of the family's wealth: Founding Family: ______________________ Principal Source of Family Wealth: ______________________ PART IV — OFAC / SANCTIONS SCREENING AND ANTI-MONEY LAUNDERING
Section 4.1 — OFAC and Sanctions Representations
Section 4.1 — OFAC and Sanctions Representations The Investor represents and warrants to the General Partner, the Sponsor, and each of their respective affiliates, agents, and advisors as follows: (a) Neither the Investor, nor any of its Beneficial Owners, directors, officers, authorized signatories, or any person or entity that directly or indirectly controls, is controlled by, or is under common control with the In
Section 4.2 — Anti-Money Laundering
Section 4.2 — Anti-Money Laundering
1. Has the Investor or any of its Beneficial Owners, directors, officers, or authorized si
1. Has the Investor or any of its Beneficial Owners, directors, officers, or authorized signatories ever been: (a) Charged with, convicted of, or entered a plea of guilty or no contest (nolo contendere) to any offense involving money laundering, fraud, bribery, corruption, terrorist financing, tax evasion, or any similar offense in any jurisdiction? • Yes • No If Yes, provide details (including name(s) of individual(
2. Has the Investor implemented an anti-money laundering compliance program in accordance
Medium
⚑ Forum / governing law
2. Has the Investor implemented an anti-money laundering compliance program in accordance with applicable laws and regulations? • Yes • No If Yes, briefly describe the program (including whether it includes policies and procedures, designation of a compliance officer, employee training, and independent testing): ________________________________________ ________________________________________
Section 4.3 — Required Supporting Documents (AML/KYC)
Section 4.3 — Required Supporting Documents (AML/KYC) The Investor must attach or provide the following documents together with this questionnaire. All documents must be certified copies or originals, as indicated. Documents in a language other than English must be accompanied by a certified English translation. Please check each item to confirm it is enclosed or will be provided: • Certified copy of certificate of i
Section 5.1 — PEP Determination
Medium
⚑ Liability cap to check against exposure
Section 5.1 — PEP Determination A "Politically Exposed Person" or "PEP" is defined, for purposes of this questionnaire, as a natural person who is or has been entrusted with a prominent public function, including but not limited to: a head of state, head of government, minister, deputy minister, or assistant minister; a member of parliament or a legislative body; a member of the governing body of a political party; a
1. Is the Investor, or any of its Beneficial Owners, directors, officers, or authorized si
1. Is the Investor, or any of its Beneficial Owners, directors, officers, or authorized signatories, a Politically Exposed Person? • Yes • No
2. If Yes, please provide the following information for each such individual:
2. If Yes, please provide the following information for each such individual: PEP Individual 1: PEP Individual 2: (Attach additional sheets if necessary.) Note: PEP status does not automatically preclude investment in the Fund but may require enhanced due diligence procedures to be conducted by Pinnacle Fund Services LLC and/or Calderwood & Harkness LLP prior to acceptance of the Investor's subscription. The General
Section 6.1 — U.S. Tax Identification
Section 6.1 — U.S. Tax Identification
1. U.S. Taxpayer Identification Number (TIN / EIN / SSN): __
1. U.S. Taxpayer Identification Number (TIN / EIN / SSN): __
2. Tax classification for U.S. federal income tax purposes (check one):
2. Tax classification for U.S. federal income tax purposes (check one): • Partnership (filing IRS Form 1065) • C Corporation • S Corporation • Tax-exempt entity under IRC Section 501(a) (specify applicable subsection — e.g., 501(c)(3), 501(c)(4)): __ • Government entity / governmental plan • Trust (specify type — grantor trust, simple trust, complex trust): __ • Disregarded entity (specify name and TIN of owner): __
3. Is the Investor tax-exempt under the Internal Revenue Code?
3. Is the Investor tax-exempt under the Internal Revenue Code? • Yes • No If Yes, please provide the IRS determination letter reference number and identify the applicable section of the Internal Revenue Code under which the exemption is claimed: IRS Determination Letter Reference: ______________________ Applicable IRC Section: ______________________ Note: The Fund (Harrowgate Private Equity Fund V LP) is treated as a
Section 6.2 — Non-U.S. Tax Information
Section 6.2 — Non-U.S. Tax Information This section must be completed by any Investor that is not a "United States person" as defined in Section 7701(a)(30) of the Code.
1. Country of tax residence: __
1. Country of tax residence: __
2. Tax identification number in country of residence: __
2. Tax identification number in country of residence: __
3. Does the Investor have a permanent establishment or fixed base in the United States wit
3. Does the Investor have a permanent establishment or fixed base in the United States within the meaning of any applicable U.S. income tax treaty or Section 864(b) of the Code? • Yes • No
4. Is the Investor eligible for benefits under a U.S. income tax treaty?
4. Is the Investor eligible for benefits under a U.S. income tax treaty? • Yes • No If Yes, specify treaty country and applicable article: __
5. Applicable IRS Form attached (check one):
5. Applicable IRS Form attached (check one): • W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting — Individuals) — see Exhibit C • W-8BEN-E (Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting — Entities) — see Exhibit B • W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for U
Section 7.1 — FATCA (Foreign Account Tax Compliance Act)
Section 7.1 — FATCA (Foreign Account Tax Compliance Act) The Foreign Account Tax Compliance Act ("FATCA"), enacted as Sections 1471 through 1474 of the Internal Revenue Code, and regulations promulgated thereunder, impose reporting and withholding requirements on certain foreign financial institutions and other non-U.S. entities. The Investor must provide the following information to enable the Fund and its administr
1. Is the Investor a "Foreign Financial Institution" ("FFI") as defined under FATCA?
1. Is the Investor a "Foreign Financial Institution" ("FFI") as defined under FATCA? • Yes • No If Yes, indicate the Investor's FATCA classification (check one): • Participating FFI Global Intermediary Identification Number (GIIN): __ • Deemed-Compliant FFI (including Registered Deemed-Compliant FFI and Certified Deemed-Compliant FFI) GIIN (if applicable): __ • Exempt Beneficial Owner (e.g., foreign central bank, gov
2. Is the Investor a "Non-Financial Foreign Entity" ("NFFE")?
2. Is the Investor a "Non-Financial Foreign Entity" ("NFFE")? • Yes • No If Yes, indicate the Investor's NFFE classification: • Active NFFE (describe the nature of the Investor's active business activity): __ • Passive NFFE — The Investor must provide the following information for each "Controlling Person" (as defined under FATCA): name, address, TIN, and country of tax residence. Please attach a separate schedule if
3. Is the Investor a "Specified U.S. Person" for FATCA purposes?
3. Is the Investor a "Specified U.S. Person" for FATCA purposes? • Yes • No If No, specify the exemption category (e.g., tax-exempt organization, publicly traded corporation, governmental entity, bank, registered investment company, common trust fund, real estate investment trust, regulated investment company, or dealer in securities): __
Section 7.2 — Common Reporting Standard (CRS)
Standard
⚑ Commercial term
Section 7.2 — Common Reporting Standard (CRS) This section is required for investors subscribing for interests in the Harrowgate Fund V Offshore SLP (Offshore Feeder — Cayman Islands) and may be required by Pinnacle Fund Services LLC or local authorities in any CRS-participating jurisdiction. The Common Reporting Standard, developed by the Organisation for Economic Co-operation and Development (OECD), provides for th
1. Country(ies) of tax residence under CRS: __
1. Country(ies) of tax residence under CRS: __
2. Tax identification number(s) in each country of tax residence: __
2. Tax identification number(s) in each country of tax residence: __
3. CRS entity classification (check one):
3. CRS entity classification (check one): • Financial Institution — Reporting Financial Institution (specify type — e.g., Custodial Institution, Depository Institution, Investment Entity, Specified Insurance Company): __ • Financial Institution — Non-Reporting Financial Institution (specify category): __ • Active Non-Financial Entity (Active NFE) — specify the basis for Active NFE status (e.g., less than 50% of gross