Terms & Conditions — GREAT Funds

1. DEFINITIONS

1.1 Subscribers include actual Subscribers and potential Subscribers who visit the Company's website or refer to the Company's online or offline marketing material.

1.2 Global Return Equity and Trading (GREAT) SPC ("The Company" or "GREAT Funds") is incorporated in Cayman Islands and is regulated as an administered fund authorized to market to retail investors by the Cayman Islands Monetary Authority ("CIMA"). The Company's registered office is at 4th Floor, Harbour Place, 103 South Church Street, PO Box 10240, Grand Cayman, KY1-1102, Cayman Islands.

1.3 Each segregated portfolio or series thereof marketed by the Company is referred to as a Portfolio and the relevant documentation for such a Portfolio is referred to as Portfolio Supplement.

1.4 The appointed investment manager for each Portfolio is referred to as the Investment Manager in these Terms and Conditions.

1.5 In these Terms and Conditions, capitalised words and expressions used but not defined have the meanings given to them in the private placement memorandum relating to the Company and the relevant supplements relating to the Portfolios (together referred to as the Memorandum) or the Subscription Agreement (referred to as the Agreement). References to the Company in the Memorandum or Agreement should be read as the Company acting for the account of or on behalf of the relevant Portfolio as necessary and where the context requires.

2. APPLICATION

2.1 The Subscriber hereby confirms that the Subscriber has accessed the Company's website and marketing material based on his/her/their own diligence and research and the Company has not directly or indirectly solicited the Subscriber in any market to make an investment through the Company.

2.2 The Subscriber hereby irrevocably applies for such number of participating, redeemable, non-voting shares attributable to the Portfolio (the Shares) as may be purchased with the subscription amount specified in Schedule 1 or Schedule 2 of the subscription document, as applicable.

2.3 The Subscriber undertakes to remit the subscription monies in full, net of bank charges, by electronic transfer so that cleared funds are received in the bank account of the Portfolio by no later than 5:00 pm (Cayman Islands time) on the last Business Day of the Initial Offer Period or 5:00 pm (Cayman Islands time) on the Business Day before the relevant Subscription Day, as applicable.

2.4 The Subscriber acknowledges that unless and until its application is rejected by the Company, the Subscriber shall not be entitled to cancel, terminate or revoke this application.

3. APPLICATION SUBJECT TO ACCEPTANCE

3.1 The Subscriber acknowledges that any agreement will not be binding on the Company unless and until it is accepted by or on behalf of the Company and that the Company may reject any application or agreement in whole or part and is not obliged to give any reason for doing so.

3.2 If the Subscriber's application is accepted, written confirmation detailing the Shares which have been issued will be sent to the Subscriber as soon as practicable after the close of the Initial Offer Period or the relevant Subscription Day, as applicable. Such written confirmation shall constitute the acceptance and agreement of the Company to this Agreement.

3.3 In the event of this application being rejected, the subscription monies paid (or the balance thereof in the case of a partial rejection) will be returned (without interest) as soon as practicable to the bank account from which the subscription monies were originally remitted, at the risk and cost of the Subscriber.

4. BASIS ON WHICH APPLICATION IS MADE

4.1 The Subscriber represents and warrants that it has received, read, fully considered and understands the Memorandum and is making this application for Shares on the terms of the Memorandum and subject to the provisions of the memorandum and articles of association of the Company (the Articles) and agrees to be bound by them.

4.2 The Subscriber represents and warrants that:

The Subscriber is applying for Shares on the basis of the information contained in the Memorandum and that it has not relied on any representations or statements made or information provided by any person in relation to the Portfolio and the Company other than the information contained in the Memorandum;
copies of all material contracts described in the Memorandum together (where applicable) with the most recent annual report and accounts of the Portfolio have been made available to it; and
The Subscriber has been given the opportunity to ask questions of and receive written answers from, representatives of the Company concerning the terms and conditions of an investment in the Portfolio and all such questions have been answered to its satisfaction.

4.3 The Subscriber represents and warrants that it has consulted with its own legal, tax and financial advisers in connection with the purchase of Shares (or has chosen not to do so).

4.4 The Subscriber represents and warrants that:

The Subscriber has the knowledge, expertise and experience in financial matters to evaluate the risks associated with an investment in the Portfolio; and
The Subscriber is aware of the risks inherent in investing in the types of investments in which the assets of the Portfolio will be invested and the methods by which such investments will be held and/or traded.

4.5 The Subscriber represents and warrants that it has evaluated its proposed investment in the Portfolio in light of its financial conditions and resources and is able to bear the economic risk of its investment in the Portfolio, including the inherent risk of the potential to lose its entire investment in the Portfolio.

4.6 The Subscriber represents and warrants that it is acquiring the Shares for investment purposes only and not with a view to distributing or reselling such Shares in whole or in part.

5. ELIGIBILITY TO INVEST

5.1 The Subscriber represents and warrants that:

it is a person who is able to acquire and hold the Shares without breaching the law or requirements of any country, regulatory body or government authority (an Eligible Investor); and
it is not acting on behalf of, or for the benefit of, nor does it intend transferring any Shares which it may hold from time to time to, any person who is not an Eligible Investor.

5.2 The Subscriber agrees that it will notify the Company immediately if it becomes aware that it, or any person for whom it holds the Shares, has ceased to be an Eligible Investor.

5.3 The Subscriber is either:

☐ not a "U.S. Person" as defined in Appendix 5 of the Agreement; or
☐a "U.S. Person" as defined in Appendix 5 of the Agreement.

5.4 If the Subscriber is not a U.S. Person, the Subscriber further represents and warrants that all offers to acquire the Shares were made to or by the Subscriber while the Subscriber was outside the United States, and at the time the Subscriber originated its buy order with respect to the Shares, it was outside of the United States.

5.5 If the Subscriber is not a U.S. Person, the Subscriber agrees that:

it will notify the Company immediately if it becomes a U.S. Person or if it becomes aware that any person for whom it holds the Shares has become a U.S. Person; and
it will not sell, transfer or otherwise dispose of the Shares or any interest in the Shares within the United States except in a transaction exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the Securities Act), and any applicable state securities laws and only to a transferee that is an accredited investor or a qualified purchaser.

5.6 The Subscriber represents that if it is a US Person as described in Appendix 5 of the Memorandum, it has not been, and if the Subscriber is an entity that none of its beneficial owners has been, subject to any event specified in Rule 506(d)(1) of the Securities Act or any proceeding or event that could result in the occurrence of any such event (each, a Disqualifying Event). The Subscriber agrees to immediately notify the Company in writing: (i) upon the occurrence of any pending investigation, proceeding or other action that could give rise to a Disqualifying Event with respect to the Subscriber and/or any of the Subscriber's beneficial owners; and/or (ii) if the Subscriber's representation and warranty in the preceding sentence is no longer true and correct as of any future date. In the event that the Subscriber and/or any of its beneficial owners becomes subject to a Disqualifying Event at any date after the date hereof, the Subscriber agrees: (i) to use its best efforts to provide to the Company such information and/or documentation as reasonably requested by the Company related to any such Disqualifying Event; and (ii) that the Company may, in its sole discretion, implement one or more remedies to address the Subscriber's changed circumstances in seeking to ensure that such changed circumstances will not affect in any way the Company's or its affiliates' ongoing and/or future reliance on offering and selling securities pursuant to Rule 506 of Regulation D under the Securities Act. In particular, the Subscriber acknowledges that, in the Company's sole discretion, such remedies may include, without limitation, the compulsory redemption of all or any portion of the Subscriber's Shares. The Subscriber also acknowledges that the Company may periodically request assurance that the Subscriber has not become subject to a Disqualifying Event at any date after the date hereof, and the Subscriber further acknowledges and agrees that the Company shall understand and deem the failure by the Subscriber to respond in writing to such requests to be the Subscriber's affirmation and restatement of its representation in the first sentence of this Clause.

5.7 The Subscriber represents, warrants and covenants that no person who is a beneficial owner of the Shares that will be acquired by the Subscriber pursuant to this Subscription Agreement is also a beneficial owner of another shareholder's Shares

5.8 If the Subscriber is (i) an employee benefit plan, program or arrangement within the meaning of Section 3(3) of the U.S. Employee Retirement Income Security Act of 1974, as amended (ERISA), that is subject to Part 4 of Title I of ERISA, ("employee benefit plan") (ii) a plan, individual retirement account or Keogh plan, which covers only self-employed individuals (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code (a Code Plan), (iii) an entity whose assets are deemed for any purpose of ERISA or Section 4975 of the Code to hold "plan assets" of any such employee benefit plan or Code Plan, or (iv) an arrangement described under any provisions of U.S. federal, state, local, non-U.S. or other laws or regulations that are substantially similar to those provisions contained in Title I of ERISA or Section 4975 of the Code (collectively, Similar Laws, and together with the plans or entities described in clauses (i), (ii) and (iii) hereof, each a Plan), then the fiduciary executing this Subscription Agreement on behalf of the Plan (the "Fiduciary") represents and warrants to the Company that:

the Plan's commitment to purchase Shares does not, in the aggregate, constitute more than 20% of the fair market value of the Plan's assets (or such lower percentage as may be required under Similar Laws);
the Fiduciary is aware of, understands and has considered the following with respect to the Plan's investment in the Company and has determined that, in view of such considerations, the purchase of the Shares is consistent with the Fiduciary's responsibilities under ERISA and any Similar Laws:
1. the Company's investment objectives, policies and strategies, and the role such investment or investment course of action plays in that portion of the Plan's portfolio that the Fiduciary manages;
2. whether the investment or investment course of action is reasonably designed as part of that portion of the portfolio managed by the Fiduciary to further the purposes of the Plan, taking into account both the risk of loss and the opportunity for gain that could result therefrom;
3. the composition of that portion of the portfolio that the Fiduciary manages with regard to diversification;
4. the liquidity and current rate of return of that portion of the portfolio managed by the Fiduciary relative to the anticipated cash flow requirements of the Plan;
5. the reasonableness of the compensation to be paid to the Company, the investment manager of the Company (the Investment Manager) and their affiliates, if any, and the fact that the objectives of any particular Subscriber will not be taken into account in the management and operation of the Company;
6. the projected return of that portion of the portfolio managed by the Fiduciary relative to the funding objectives of the Plan; and
7. the risks associated with an investment in the Company;
the Fiduciary is not relying on and has not relied on the Company, the Investment Manager, nor any of their affiliates for any evaluation or investment advice in respect of the advisability of an investment in the Company in light of the Plan's assets, cash needs, investment policy or strategy, overall portfolio composition or plan for diversification of assets, the Company, the Investment Manager, nor any of their affiliates acted as a fiduciary with respect to any decision by the fiduciary of a Plan to invest assets of the Plan in the Company, nor has the Company, the Investment Manager, nor any of their affiliates provided impartial investment advice with respect to any decision by the fiduciary of such Plan to invest in the Company;
the Fiduciary (A) is responsible for the decision to invest in the Company; (B) is independent of the Company, the Investment Manager and/or any of their affiliates; (C) is qualified to make such investment decision; and (D) meets any applicable independent fiduciary requirements;
the Plan's investment in the Company is not a "prohibited transaction" within the meaning of Section 406 of ERISA or Section 4975(c) of the Code or Similar Laws, which is not exempted by statute, regulation or administrative exemption;
the Plan's investment in the Company could generate "unrelated business taxable income" within the meaning of Section 512 of the Code for the Plan;
the Plan agrees to advise the Company of the percentage of its assets which are considered to constitute "plan assets" and must notify the Company promptly in the event of any change in such percentage; and
the Plan's investment in the Company is permissible under the documents governing the investment of its plan assets and under ERISA, the Code and Similar Laws.

If the Subscriber is directly or indirectly investing the assets of a Plan that is not subject to Title I of ERISA or Section 4975 of the Code but is subject to (i) any Similar Laws or (ii) the provisions of any law or regulation similar to the DOL's ERISA plan asset regulations or that would otherwise provide that the assets of the Company could be deemed to include "plan assets" under such law or regulation, the Company's assets shall not constitute the assets of such Plan under the provisions of any applicable Similar Law.

The Subscriber agrees (i) to notify the Company not less than 30 days prior to these representations and warranties (or any part thereof) no longer being true or becoming likely to be untrue and (ii) to provide the Company upon request such information as may be required to confirm and/or refine the representations and warranties provided herein.

6. CONFIDENTIALITY

6.1 The Subscriber agrees that, save with the consent of the Company, it shall not duplicate or provide copies of the Articles, the Memorandum or these Terms and Conditions to any persons other than its legal, tax and financial advisers.

6.2 The Subscriber agrees that, save with the consent of the Company, it will keep confidential and will not disclose to third parties (other than its legal, tax or financial advisers under similar conditions of confidentiality) any and all information regarding the Company, including with respect to the performance of the Portfolio. The Company acknowledges that the confidentiality obligations under this Clause shall not apply to any disclosure of information to the extent such disclosure is required by any applicable law or order of any court or pursuant to any direction, request or requirement (whether or not having the force of law) of any central bank or any governmental, regulatory or taxation authority; provided that the Subscriber is permitted to disclose to any federal, state, or local governmental agency, commission, self-regulatory organization, legislative body, or law-enforcement or regulatory authority, any confidential information that the Subscriber in good faith reasonably believes evidences a potential violation of any law, rule, or regulation, including but not limited to violations of the federal securities laws, the rules and regulations of the Securities and Exchange Commission, or any other applicable whistleblower statute or program. The Subscriber will notify the Company of any such disclosure requirement as soon as reasonably practicable (including the basis upon which it believed the information was required to be disclosed) unless such notice is otherwise prohibited by applicable law or the relevant central bank or any governmental, regulatory or taxation authority.

6.3 The Subscriber agrees to the recording by the Company and/or any of its delegates or agents of telephone conversations with the Subscriber and agrees that any such recordings may be submitted in evidence in any proceedings relating to this application or relating to the Company.

7. INFORMATION PROVIDED BY SUBSCRIBER IN SUBSCRIPTION AGREEMENT

7.1 The Subscriber represents and warrants that the information given by the Subscriber in the Agreement is true, accurate and complete in all respects and may be relied upon by the Company and/or any of its delegates and agents.

7.2 The Subscriber agrees to notify the Company promptly of any change with respect to any information given in this Agreement or if any of the warranties, representations or statements in this Agreement are no longer accurate and complete in all respects.

7.3 The Subscriber agrees that it will, if requested to do so, provide such certifications, documents or other evidence as the Company and/or any of its delegates or agents may reasonably require in connection with the Subscriber's holding of Shares, including to substantiate the warranties, representations or statements contained in this Agreement.

7.4 The Subscriber agrees that if it provides information or documentation to the Company that is in anyway misleading, or fails to provide the Company, its delegates or agents with any requested information or documentation or otherwise takes any action which directly or indirectly causes the Company to suffer any liability, cost, expense, tax, withholding or deduction, the Company may hold back from any redemption proceeds or distributions and retain, an amount sufficient to discharge any such liability, cost, expense, tax, withholding or deduction.

8. WITHDRAWAL OF INVESTMENT

8.1 The Subscriber acknowledges that its investment in the Portfolio cannot be withdrawn except by way of redemption of Shares in accordance with the terms of the Memorandum and the Articles and that redemption proceeds paid on the redemption of Shares will be paid into the account from which the Subscriber's subscription monies were received unless the Company agrees otherwise.

8.2 The Subscriber acknowledges and agrees that if it redeems 95 per cent or more of its Shares, (a) the Company may hold back up to 5 per cent of the redemption proceeds pending completion of the next occurring annual audit, and (b) following completion of the audit the Company will promptly pay the balance, if any, of the redemption proceeds after taking account of any adjustment made to the Redemption Price as a result of the audit. No interest will be paid in respect of redemption proceeds held back.

8.3 The Subscriber agrees that it shall not present a petition to wind up the Company on a just and equitable basis in the Grand Court of the Cayman Islands or make any other equivalent application before the courts of any other jurisdiction in connection with the realisation of the assets of the Company in anticipation of the termination of the business of the Company as contemplated by the Memorandum and the Articles.

9. AMENDMENT OF MEMORANDUM AND SIDE LETTERS

9.1 The Subscriber acknowledges and agrees that the Company may amend the Memorandum from time to time in the circumstances set out in the Memorandum and that any such amendment will apply to the Subscriber in respect of any Shares issued pursuant to this Agreement.

9.2 The Subscriber acknowledges and agrees that:

from time to time the Company may enter into agreements with certain prospective or existing holders of Shares, under which those holders receive advantages not appearing in the Memorandum;
the Company is not required to notify other shareholders of the rights granted by, and/or terms of, any such agreements; and
the Company is not obliged to offer such rights or terms to the Subscriber or other shareholders.

10. ANTI-MONEY LAUNDERING

10.1 The Subscriber acknowledges that, in order to comply with measures aimed at the prevention and detection of money laundering, terrorist financing and proliferation financing, the Company and/or any of its delegates or agents may require verification of the identity of the Subscriber and the source of the Subscriber's subscription payment before this application can be processed. The Subscriber undertakes to provide:

such information and documentation as the Company and/or any of its delegates or agents may request to verify its identity in compliance with the laws and regulations relating to the prevention and detection of money laundering, terrorist financing and proliferation financing; and
any further information and documentation as the Company and/or any of its delegates or agents may request from time to time to ensure on-going compliance with applicable laws and regulations.

10.2 The Subscriber acknowledges in the event of delay or failure by the Subscriber to produce any information required for verification purposes, this application may be refused or there may be a delay in processing this application. The Subscriber further acknowledges that neither the Company nor any of its delegates or agents shall be liable for any loss arising as a result of a failure to process the Subscriber's application for Shares if such information and documentation as has been requested has not been provided by the Subscriber. The Subscriber agrees to indemnify and hold harmless the Company and its delegates and agents against any loss incurred by them due to such information and documentation as has been requested not being provided by the Subscriber.

10.3 The Subscriber represents that the Shares are to be purchased with funds that are from legitimate sources in connection with its regular business activities and which do not constitute the proceeds of criminal conduct or criminal property within the meaning given in the Proceeds of Crime Act (As Revised) of the Cayman Islands. The Subscriber represents and warrants that, to the best of its knowledge, its subscription funds do not originate from, nor will they be routed through, an account maintained at a foreign shell bank (US) or a shell bank (Cayman Islands) (both as defined below), or a bank organised or chartered under the laws of a country or territory that is designated by the Financial Action Task Force as a "High Risk Jurisdiction subject to a Call for Action".

10.4 The Subscriber represents and warrants that it is not, nor are its beneficial owners, authorised persons or any person or entity controlling, controlled by or under common control with the Subscriber:

acting, directly or indirectly, in contravention of any applicable laws and regulations, including anti-money laundering regulations or conventions;
acting, directly or indirectly, on behalf of terrorist or terrorist organisations;
persons or entities that are:
1. included on the List of Specially Designated Nationals and Blocked Persons maintained by the US Treasury Department's Office of Foreign Assets Control (OFAC), for an entity or jurisdiction identified as subject to USA PATRIOT Section 311 Special Measures or on any list pursuant to European Union (EU) and/or United Kingdom (UK) regulations (as the latter are extended to the Cayman Islands by statutory instrument) and/or the Cayman Islands;
2. operationally based or domiciled in a country or territory in relation to which sanctions imposed by the United Nations (whether through the Security Council or otherwise), OFAC, the EU, the UK and/or the Cayman Islands apply; or
3. otherwise pursuant to sanctions imposed by the United Nations, OFAC, the EU, the UK (including as the latter are extended to the Cayman Islands by statutory instrument) and/or the Cayman Islands;
a senior foreign political figure, any member of a senior foreign political figure's immediate family or any close associate of a senior foreign political figure unless the directors, after being specifically notified by the Subscriber in writing that it is such a person, conduct further due diligence and determines that the Subscriber shall be permitted to invest in the Portfolio;
a politically exposed person, a family member of a politically exposed person or a close associate of a politically exposed person unless the directors, after being specifically notified by the Subscriber in writing that it is such a person, conducts further due diligence and determines that the Subscriber shall be permitted to invest in the Portfolio;
a trustee, agent, representative or nominee for a foreign shell bank, or
acting, directly or indirectly, on behalf of any person or entity described in paragraphs (c) to (e) above,

(each such person in (a) to (g), a Prohibited Person).

10.5 The Subscriber represents, warrants and covenants that to the extent the Subscriber has any beneficial owners it has carried out thorough due diligence to establish the identities of such beneficial owners and of the provenance and legitimacy of the source of funds used to subscribe for the Shares and, based on the evidence it holds of the identities of such beneficial owners, the Subscriber reasonably believes that no such beneficial owner is a Prohibited Person.

10.6 The Subscriber agrees that to the extent the Subscriber has any beneficial owners:

it will maintain evidence of the identities of such beneficial owners for at least five years from the date of the Subscriber's complete redemption from the Company; and
it will make available such evidence and any additional evidence that the Company and/or any of its delegates or agents and/or any competent regulatory authority may require upon request.

10.7 The Subscriber acknowledges that if any of the representations, warranties or agreements in this Clause 10 cease to be true or if the Company no longer reasonably believes that it has satisfactory evidence as to their truth, the Company may be obligated to take certain actions relating to the Subscriber's holding of Shares. Such action may include ceasing any further dealings with the Subscriber and/or the Subscriber's interest in the Portfolio, and disclosing the Subscriber's identity to the Cayman Islands Financial Reporting Authority, OFAC or other authority. The Subscriber acknowledges and agrees that if the Company is required to take any such action, it shall have no claim against the Company for any form of damages as a result of any of such actions.

10.8 The Subscriber acknowledges and agrees that should any investment made on behalf of a Portfolio subsequently become subject to applicable sanctions, the Company may immediately and without notice to the Subscriber cease any further dealings with that investment until the applicable sanctions are lifted or a license is obtained under applicable law to continue such dealings.

10.9 The Subscriber acknowledges that under the Proceeds of Crime Act (As Revised), if a person who is a resident in the Cayman Islands knows or suspects that a payment to the Company (by way of subscription or otherwise) represents proceeds of criminal conduct, that person must report his knowledge or suspicion to the reporting authority. The Subscriber acknowledges that any such report shall not be treated as a breach of any restriction upon the disclosure of information imposed by law or otherwise.

10.10 Where this application is made as trustee, custodian, nominee or otherwise on behalf of another person or persons (each such person an underlying investor), the Subscriber:

represents and warrants that:
1. it has carried out reasonable verification checks on, and obtained sufficient evidence as to the identity of, each underlying investor on whose behalf the Subscriber will be holding the Shares so as to satisfy itself of the identity of the underlying investor or the ultimate beneficial owners of the underlying investor, as applicable, and of the provenance and legitimacy of the source of funds used to subscribe for the Shares; and
2. it has otherwise complied with the laws and regulations relating to anti-money laundering procedures that are applicable in the jurisdiction where such Shares are offered or distributed.
agrees to disclose to the Company and/or any of its delegates or agents and/or any competent regulatory authority, all relevant documentation and information held by it in relation to the underlying investor and, if required, agrees to obtain the consent of the underlying investor to such disclosure.

11. INSTRUCTIONS TO THE COMPANY

11.1 Any notice to be given by the Subscriber to the Company whether pursuant to this Agreement or otherwise should be delivered to:

To: Global Returns Equity and Trading (GREAT) SPC
c/o Harneys Fiduciary, PO BOX 10240
4th Floor, Harbour Place, 103 South Church Street, GeorgeTown, Grand Cayman, Cayman Islands KY1-1002.

Email: support@greatfunds.com
Attention: Investor Services

The Subscriber authorises and instructs the Company and its delegates and agents to accept and execute any instructions in respect of the Shares to which this application relates given by the Subscriber by email or by other electronic means specified by the Directors. The Subscriber undertakes to send the original written instructions to the Company, if requested by or on behalf of the Company and agrees to keep the Company, if requested by or on behalf of the Company and its delegates and agents indemnified against any loss of any nature whatsoever arising to any of them as a result of any of them acting upon or email instructions or instruction provided by other electronic means specified by the Directors.

11.2 The Subscriber acknowledges that the Company and its delegates and agents may rely conclusively upon and shall incur no liability in respect of any action taken upon any notice, consent, request, instructions or other instrument believed in good faith to be genuine and to be signed by properly authorised persons.

12. COMMUNICATIONS FROM THE COMPANY

12.1 The Company is required to deliver certain correspondence and documents to shareholders including statements, updates to the Memorandum, notices, annual audited financial statements and regulatory communications (collectively, Investor Communications). The Company will deliver Investor Communications to the Subscriber in the manner requested by the Subscriber in this Agreement. The Subscriber may at any time upon written notice to the Company change the manner in which Investor Communications are delivered.

12.2 The Subscriber acknowledges and agrees that:

the Company may deliver any document as an attachment (which may be in Adobe's Portable Document Format (PDF) or such other format as the Company may determine) to an email or by posting the document on a password protected website and notifying the Subscriber of its availability through an email;
email messages are not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems, or may be intercepted, deleted or interfered with without the knowledge of the sender or the intended recipient;
neither the Company nor any of its delegates or agents will be liable for any interception or non-delivery of Investor Communications sent by email or by other electronic means specified by the Directors;
it will be solely responsible for notifying the Company of any change in its email address and that the Company may not seek to verify or confirm the Subscriber's email address as provided; and
the Company may intercept, monitor and retain e-mail messages to and from its systems as permitted by applicable law.

13. DATA PROTECTION

13.1 The Subscriber acknowledges that it has received and had the opportunity to ask questions about the privacy notice in Appendix 4.

13.2 The Subscriber acknowledges and agrees that information supplied in this Agreement and otherwise in connection with the Subscriber's application may relate to individuals (collectively Personal Information), may be held by the Company and/or its delegates and agents and may be used for the purpose of:

assessing and processing the Subscriber's application, completion of information on statutory registers and books and other related dealings, including performing know-your-client procedures, issuing and redeeming Shares, receiving payments from and making payments to the Subscriber, calculating net asset value, and overseeing these processes;
carrying out the provisions of this Agreement;
carrying out the Subscriber's instructions or responding to any enquiry purporting to be given by or on behalf of the Subscriber;
dealing in any other matters relating to the Subscriber's investment and general business administration (including the mailing of reports or notices, communicating with service providers and counterparties, accountancy and audit services, risk monitoring, the administration of IT systems and monitoring and improving products); and
observing any legal, governmental, regulatory requirements of any relevant jurisdiction (including any disclosure or notification requirements to which any recipient of the data is subject, know-your-client procedures, the automatic exchange of tax information and legal judgments).

13.3 If the Subscriber is not an individual, the Subscriber confirms, represents and warrants that:

it has obtained consent from any individual whose Personal Information has been provided to the Company or its delegates and agents for that Personal Information to be provided to the Company, its delegates and agents; and
it has provided a copy of the privacy notice in Appendix 4 to any such person.

13.4 The Subscriber acknowledges and agrees that, subject to the requirements of applicable law, the Company and/or its delegates and agents may:

retain Personal Information after the Subscriber has ceased to be a shareholder and after the termination of the Company;
maintain Personal Information on computer systems based or maintained in such places as the Company and/or its delegate or agent determines, which may be in countries that have not enacted data protection legislation;
disclose and transfer Personal Information, by any method including electronically and/or by making available the original or a copy of this Agreement, to:
1. the Company and/or any delegate or agent of the Company and/or the professional advisers of any of them and/or any of their employees, officers, directors, agents and/or affiliates; or
2. any third party employed to provide administrative, computer or other services or facilities to any person to whom data is disclosed or transferred as aforesaid; or
disclose Personal Information where such disclosure is required by any law or order of any court or pursuant to any direction, request or requirement (whether or not having the force of law) of any central bank or governmental or other regulatory or taxation authority.

14. COMPLIANCE WITH AUTOMATIC EXCHANGE OF INFORMATION LEGISLATION

14.1 For the purposes of the following provisions, AEOI Legislation means any legislation, regulations or guidance in force in the Cayman Islands relating to the systematic and periodic exchange of information for tax purposes pursuant to any agreement or treaty entered into by the Cayman Islands (or any Cayman Islands government body) including the intergovernmental agreement entered into with the United States to facilitate compliance with sections 1471 to 1474 of the US Internal Revenue Code of 1986 (commonly referred to as FATCA) and any other agreement scheduled to the Tax Information Authority Act (As Revised) or any regulations made under that law.

14.2 The Subscriber acknowledges and agrees that:

the Company is required to comply with the provisions of the AEOI Legislation;
it will provide, in a timely manner, such information regarding the Subscriber and its beneficial owners and such forms or documentation as may be requested from time to time by the Company, its delegates or agents, to enable the Company to comply with the requirements and obligations imposed on it pursuant to the AEOI Legislation, specifically, but not limited to, forms and documentation which the Company may require to determine whether or not the relevant investment is a "US Reportable Account" for the purposes of FATCA and to comply with the relevant due diligence procedures in making such determination;
any such forms or documentation requested by the Company, its delegates or agents pursuant to paragraph (b) above, or any financial or account information with respect to the Subscriber's investment in the Portfolio, may be disclosed to the Cayman Islands Tax Information Authority (or any other Cayman Islands governmental body which collects information in accordance with the AEOI Legislation) and to any person or regulatory authority where the provision of that information to such person or regulatory authority is required to ensure compliance by the Company with its obligations under the AEOI Legislation or to avoid being subject to withholding tax or other liabilities under the AEOI Legislation;
it waives, and/or shall cooperate with the Company to obtain a waiver of, the provisions of any applicable laws which:
1. prohibit the disclosure by the Company, or by any of its delegates or agents, of the information or documentation requested from the Subscriber pursuant to paragraph (b) above; or
2. prohibit the reporting of financial or account information by the Company, its delegates or agents required pursuant to the AEOI Legislation; or
3. otherwise prevent compliance by the Company with its obligations under the AEOI Legislation;
if it provides information and documentation that is in anyway misleading, or it fails to provide the Company, its delegates or agents with the requested information and documentation necessary in either case to satisfy the Company's obligations under the AEOI Legislation, the Company may (whether or not such action or inaction leads to compliance failures by the Company, or a risk of the Company or its shareholders being subject to withholding tax or other liabilities under the AEOI Legislation):
1. take any action and/or pursue all remedies at its disposal including, without limitation, the compulsory redemption of all or any of the Shares issued to the Subscriber; and
2. hold back from any redemption proceeds or distributions and retain, an amount sufficient to discharge any liabilities, costs, expenses, taxes, withholdings or deductions incurred or suffered by the Company, or that in the opinion of the directors will be incurred or suffered by the Company, due to the representations, actions or inactions (directly or indirectly) by the Subscriber; and
it shall have no claim against the Company, its delegates or agents, for any form of damages or liability as a result of actions taken or remedies pursued by or on behalf of the Company pursuant to this Clause 14 in order to comply with the AEOI Legislation.

14.3 The Subscriber agrees to indemnify and keep indemnified the Company and its directors, officers and employees, from and against any AEOI Legislation related liability, action, proceeding, claim, demand, costs, damages, expenses (including legal expenses) penalties or taxes whatsoever which the Company may incur under the provisions of the AEOI Legislation as a result of any action or inaction (directly or indirectly) of the Subscriber. This indemnification shall survive the Subscriber's death or disposition of its Shares.

15. POWER AND AUTHORITY

15.1 If the Subscriber is an entity: The person executing this Agreement for the Subscriber represents and warrants that he or she is duly authorised to do so and the Subscriber has the full power and authority under its governing instruments to acquire the Shares. The Subscriber represents and warrants that:

it is duly organised, validly existing and in good standing under the laws of its jurisdiction of organisation;
subject to the payment of stamp duty in accordance with Clause 15.4, the execution and delivery of this Agreement and performance by it of its terms (i) are within its powers and have been duly authorised by all necessary actions on its behalf, (ii) require no action by or in respect of, or filing with, any governmental body, agency or official (except as disclosed in writing to the Company), and (iii) do not contravene, or constitute a breach of or default under any provision of applicable law or governmental rule, regulation or policy statement or of its certificate of incorporation or other comparable organisational documents or any agreement, judgment, injunction, order, decree or other instrument binding upon it; and
subject to the payment of stamp duty in accordance with Clause 15.4, this Agreement constitutes a valid and binding agreement of the Subscriber and is enforceable against the Subscriber in accordance with its terms.

15.2 If the Subscriber is acting as trustee, agent, representative or nominee for a beneficial owner: The Subscriber understands and acknowledges that the representations, warranties and agreements made in this Agreement are made by the Subscriber (a) with respect to the Subscriber, and (b) with respect to the beneficial owner. The Subscriber represents and warrants that subject to the payment of stamp duty in accordance with Clause 15.4, it has all requisite power and authority from the beneficial owner to execute and perform the obligations under this Agreement.

15.3 If the Subscriber is an individual: The Subscriber represents and warrants that (a) subject to the payment of stamp duty in accordance with Clause 15.4, this Agreement constitutes a valid and binding agreement of the Subscriber and is enforceable against the Subscriber in accordance with its terms, and (b) the Subscriber has legal competence and capacity to execute this Agreement.

15.4 The Subscriber will pay or procure the payment when due of all present and future registration fees, other stamp duties and other similar tax which is or becomes payable in relation to this Agreement and keep the Company indemnified against any failure or delay in paying them.

16. INDEMNITY

16.1 The Subscriber agrees to indemnify and keep indemnified the Company and its directors, officers and employees, from and against any and all costs, claims, demands, liabilities, expenses, damages or losses including, without limitation, consequential losses and loss of profit and all interest, penalties and legal and other professional costs and expenses due to, or arising out of, breach of any of the representations, warranties, acknowledgements, undertakings or agreements by the Subscriber contained in this Agreement.

17. LIMITED RECOURSE

17.1 Notwithstanding any other provision of this Agreement:

the rights, duties, obligations, liabilities, agreements, representations, undertakings, warranties and all other matters (whether in contract, tort, under statute or otherwise) relating to the Company, acting in respect of the Portfolio under this Agreement, are several and relate to the Company acting in respect of the Portfolio only and not to the Company acting generally or the Company acting in respect of any other segregated portfolio or the segregated portfolios collectively and shall not be merged, joined or set-off against the Company acting generally or the Company acting in respect of any other segregated portfolio or the segregated portfolios collectively; and
any authority, power, discretion, consent, action or approval under this Agreement shall relate to the Company acting in respect of the Portfolio.

17.2 Notwithstanding any other provision of this Agreement, the Subscriber acknowledges and agrees that, in relation to any claim it may have against the Company under this Agreement:

the Subscriber shall have recourse only to the assets of the Portfolio (the Recourse Assets);
the Recourse Assets may be insufficient to meet the Company's obligations to the Subscriber under this Agreement; and
the Recourse Assets having been liquidated and the net proceeds having been distributed, the Subscriber shall not be entitled to take any further steps against the Company to recover any sums due but still unpaid after such distribution and all claims in respect of such sums due but still unpaid shall be extinguished.

18. GENERAL

18.1 In this Agreement:

the singular includes the plural and vice versa;
words importing any gender include the other gender;
any reference to a law of any jurisdiction is a reference to the most recent revision of such law and includes any modification or re-enactment thereof for the time being in force;
any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense and meaning of the words preceding those terms;
a person includes all legal persons and natural persons and a legal person includes all forms of corporate entity and any other person having capacity to act in its own name created by or in accordance with the laws or regulations of any jurisdiction;
headings are included for convenience only and shall not affect the construction of this Agreement;
any reference to a Clause or a Schedule is, unless the context otherwise requires, a reference to a clause of, or a schedule to, this Agreement;
sections 8(1)(b) and 19 of the Electronic Transactions Act (As Revised) of the Cayman Islands shall not apply; and
words and expressions not defined in this Agreement shall have the meanings given to them in the Memorandum.

18.2 The Schedules to the Agreement form part of the Agreement.

18.3 If the Subscriber comprises more than one person, all representations, warranties, acknowledgements, undertakings and agreements by the Subscriber bind those persons jointly and each of them individually.

18.4 This Agreement is binding on the Subscriber and its successors and permitted assigns and takes effect for the benefit of the successors and assigns of the Company.

18.5 This Agreement may not be assigned in whole or in part by the Subscriber without the consent of the Company.

18.6 This Agreement and each representation, warranty, acknowledgement, undertaking and agreement contained in this Agreement, shall survive the execution and delivery of this Agreement and the issue of Shares to the Subscriber and shall continue in effect for so long as the Subscriber holds a Share.

18.7 If any provision in this Agreement is determined to be illegal, void, invalid or unenforceable under the laws of any jurisdiction such illegal, void or unenforceable provision shall be deemed to be severable from any other provision of this Agreement and shall be treated as having been severed from this Agreement in the relevant jurisdiction but the legality, validity and enforceability of the remainder of this Agreement shall not be affected.

18.8 This Agreement may be executed through the use of separate signature pages or in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument binding on all the parties, notwithstanding that all parties did not execute the same counterpart. This Agreement may be transmitted and/or executed by electronic means, including images of manually executed signatures transmitted by electronic format (including "pdf", "tif" or "jpg") and other electronic signatures (including DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law.

19. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by, and shall be construed in accordance with, the laws of the Cayman Islands. Each party irrevocably agrees to submit to the non-exclusive jurisdiction of the courts of the Cayman Islands in respect of any claim or matter arising under or in connection with this Agreement.

Subscriber Qualification (Individual) - US Person

SUBSCRIPTIONS WILL BE ACCEPTED ONLY FROM PERSONS WHO QUALIFY AS ACCREDITED INVESTORS WITHIN THE MEANING OF REGULATION D UNDER THE SECURITIES ACT. UNLESS OTHERWISE INDICATED, RESPONSES SHOULD BE GIVEN BY REFERENCE TO THE SPECIFIC PERSON FOR WHOSE ACCOUNT THE SHARES ARE BEING ACQUIRED. THE SUBSCRIBER MAY BE REQUIRED TO PROVIDE SUCH FURTHER INFORMATION AND EXECUTE AND DELIVER SUCH DOCUMENTS AS THE COMPANY MAY REASONABLY REQUEST TO VERIFY THAT THE SUBSCRIBER QUALIFIES AS AN ACCREDITED INVESTOR.

Accredited Investor Status

Each Subscriber must indicate whether the Subscriber qualifies as an "accredited investor" pursuant to at least one of the following criteria. For Subscribers subscribing through an IRA, Keogh plan or similar plan, indicate the accreditation status of the natural person covered by such account or plan below. Check all that apply, or, if none applies, consult the Company.

•My individual net worth, or joint net worth with my spouse/spousal equivalent, exceeds $1,000,000 (excluding primary residence).
•I earned an individual income in excess of $200,000 in each of the two most recent years and reasonably expect to reach the same income level in the current year.
•I had joint income with my spouse/spousal equivalent in excess of $300,000 in each of the two most recent years and reasonably expect to reach the same income level in the current year.
•I am a holder in good standing of the FINRA Series 7, Series 65 or Series 82 license.
•I am a "knowledgeable employee," within the meaning of Rule 3c-5 under the Investment Company Act of the Investment Manager (or the Company or its affiliate).
•I am investing through a trust that is revocable by its grantor(s), provided that such grantor(s) are natural person(s) who qualify as accredited investor(s) under one of the categories above.
•I am a director, executive officer of the Company, or a director or executive officer of the Investment Manager.
•I am NOT an accredited investor.

Qualified Purchaser Status - US Person

EACH SUBSCRIBER MUST COMPLETE THIS SECTION. UNLESS OTHERWISE INDICATED, RESPONSES SHOULD BE GIVEN BY REFERENCE TO THE SPECIFIC PERSON FOR WHOSE ACCOUNT THE SHARES ARE BEING ACQUIRED. THE SUBSCRIBER MAY BE REQUIRED TO PROVIDE SUCH FURTHER INFORMATION AND EXECUTE AND DELIVER SUCH DOCUMENTS AS THE COMPANY MAY REASONABLY REQUEST TO VERIFY THAT THE SUBSCRIBER QUALIFIES AS A QUALIFIED PURCHASER.

The Subscriber makes one of the following representations regarding the Subscriber's status as a "qualified purchaser" within the meaning of Section 2(a)(51) under the U.S. Investment Company Act of 1940, as amended (the Investment Company Act). Check the applicable representation:

• I am a natural person (to include a natural person investing through a grantor trust or individual retirement account or a self-directed employee benefit plan) who owns Investments that are Valued at not less than $5,000,000.
•I am a "knowledgeable employee," within the meaning of Rule 3c-5 under the Investment Company Act of the Investment Manager or the Company or its affiliate.
• I am NOT a qualified purchaser.

Subscriber Qualification (For Entity) - US Person

Accredited Investor Status

Each Subscriber must indicate whether the Subscriber qualifies as an "accredited investor" pursuant to at least one of the following criteria. (Check all that apply, or, if none applies, consult the Company.)

•An organization described in section 501(c)(3) of the Internal Revenue Code, a corporation, a Massachusetts or similar business trust, a partnership, or limited liability company, which was not formed for the specific purpose of this investment, and which has total assets in excess of $5,000,000.
•A trust with total assets in excess of $5,000,000, which was not formed for the specific purpose of this investment, and whose investment is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D under the Securities Act.
•An employee benefit plan within the meaning of ERISA, which satisfies one of the following criteria: (i) the investment decision for such plan is made by a plan fiduciary, which is a bank, savings and loan association, insurance company or registered investment adviser; (ii) such plan has total assets in excess of $5,000,000; or (iii) such plan is a self-directed plan (i.e., a tax-qualified defined contribution plan in which a participant may exercise control over the investment of assets credited to his or her account) and the decision to invest is made by those participants investing, and each such participant qualifies as an "accredited investor" (as defined in Rule 501(a) of Regulation D under the Securities Act).
•A plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, with total assets in excess of $5,000,000.
•A bank as defined in section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act, acting in either an individual or fiduciary capacity.
•An insurance company as defined in section 2(a)(13) of the Securities Act.
•A Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the U.S. Small Business Investment Act of 1958, as amended.
•A broker or dealer registered pursuant to section 15 of the Exchange Act.
•An investment company registered under the Investment Company Act or a business development company as defined in section 2(a)(48) of the Investment Company Act.
•A private business development company as defined in section 202(a)(22) of the Advisers Act.
•An entity in which all of the equity owners are "accredited investors" (as defined in Rule 501(a) of Regulation D under the Securities Act).
•An investment adviser registered pursuant to section 203 of the Advisers Act or registered pursuant to the laws of a state.
•An investment adviser relying on the exemption from registering with the SEC under section 203(l) or (m) of the Advisers Act.
•A Rural Business Investment Company as defined in section 384A of the U.S. Consolidated Farm and Rural Development Act.
•A family office, as defined in rule 202(a)(11)(G)-1 under the Advisers Act, (i) with assets under management in excess of $5,000,000; (ii) that is not formed for the specific purpose of this investment; 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.
•A family client, as defined in rule 202(a)(11)(G)-1 under the Advisers Act, of a family office meeting the requirements described immediately above, and whose prospective investment is directed by such family office pursuant to clause (iii) immediately above.
•An entity, of a type not listed above, not formed for the specific purpose of this investment, owning Investments in excess of $5,000,000.
•Investment Manager of the Company or manager of the Investment Manager of the Company.
•The Subscriber is NOT an accredited investor.

Qualified Purchaser Status - US Person

• (i) A natural person (to include a natural person investing through a grantor trust or individual retirement account or a self-directed employee benefit plan) who owns investments, as defined in Rule 2a51-1 under the Investment Company Act (Investments), that are Valued at not less than $5,000,000.
• (ii) An entity that (a) was not formed for the specific purpose of investing in the Company, (b) owns Investments that are Valued at not less than $5,000,000, and (c) is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouses (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations, or trusts established by or for the benefit of such persons.
• (iii) A trust that was not covered in clause (ii) and that was not formed for the specific purpose of investing in the Company, and the trustee or other person authorized to make decisions with respect to the trust and each settlor or other person who has contributed assets to the trust, is a qualified purchaser described in clauses (i), (ii), or (iv).
• (iv) An individual or entity, acting for its own account or the accounts of other qualified purchasers, that in the aggregate owns and invests on a discretionary basis, Investments that are Valued at not less than $25,000,000.
• (v) A qualified institutional buyer, as defined in Rule 144A under the Securities Act, acting for its own account, the account of another qualified institutional buyer, or the account of a qualified purchaser, provided (i) a dealer described in paragraph (a)(1)(ii) of Rule 144A shall own and invest on a discretionary basis Investments that are Valued at not less than $25,000,000 in securities of issuers that are not affiliated persons of the dealer, and (ii) a plan referred to in paragraph (a)(1)(i)(D) or paragraph (a)(1)(i)(E) of Rule 144A, or a trust fund referred to in Rule (a)(1)(i)(F) of Rule 144A that holds the assets of such a plan, shall not be deemed to be acting for its own account if the investment decisions with respect to the plan are made by the beneficiaries of the plan, except with respect to investment decisions made solely by the fiduciary, trustee or sponsor of such plan.
• (vi) An entity (other than a trust) all of whose outstanding securities are beneficially owned by qualified purchasers.
• (vii) Is NOT a qualified purchaser.

List of Disqualifying Events for Purposes of Rule 506(d)(1) of the U.S. Securities Act of 1933

(1) The Subscriber is subject to a "disqualifying event" if the Subscriber (or any Beneficial Owner, as defined in Appendix 8) of 20% or more of the Subscriber's outstanding voting equity securities):

has been convicted, within the past ten years, of a felony or misdemeanor, or is subject to an order, judgment or decree of any court of competent jurisdiction (including, without limitation, any temporary or preliminary order), entered within the past five years, which restrains or enjoins such person from engaging or continuing to engage in any conduct or practice (i) in connection with the purchase or sale of any security, (ii) involving the making of any false filing with the U.S. Securities and Exchange Commission (the SEC), or (iii) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;
is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations, or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission, or the U.S. National Credit Union Administration that (i) bars the Subscriber from (A) association with an entity regulated by such commission, authority, agency, or officer, (B) engaging in the business of securities, insurance or banking or (C) engaging in savings association or credit union activities, or (ii) constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct entered within ten years before such sale;
is subject to an order of the SEC entered pursuant to Section 15(b) or 15B(c) of the Exchange Act, or Section 203(e) or (f) of the U.S. Investment Advisers Act of 1940, as amended (the Advisers Act), that (i) suspends or revokes such person's registration as a broker, dealer, municipal securities dealer or investment adviser, (ii) places limitations on the activities, functions or operations of such person, or (iii) bars such person from being associated with any entity or from participating in the offering of any penny stock;
is subject to any order of the SEC entered within the past five years that orders such person to cease and desist from committing or causing a violation or future violation of (i) any scienter-based anti-fraud provision of the federal securities laws, including without limitation Section 17(a)(1) of the U.S. Securities Act of 1933, as amended (the Securities Act), Sections 10(b) and 15(c)(1) of the Exchange Act and SEC Rule 10b-5, and Section 206(1) of the Advisers Act, or any other rule or regulation thereunder, or (ii) Section 5 of the Securities Act;
is suspended or expelled from membership in, or suspended or barred from association with a member of, a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade;
has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within the past five years, was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is now the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued; or
is subject to a U.S. Postal Service false representation order entered within the past five years, or is now subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the U.S. Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations.