Vibranium Venture Capital family of investment vehicles (collectively, “Vibranium”) is committed to compliance with all relevant anti-money laundering (“AML”) laws and regulations to combat AML threats in the United States and all other jurisdictions in which it operates.
2. Vibranium Commitment
Vibranium is committed to preventing the spread of money laundering and terrorist financing. Vibranium endorses all AML and anti-corruption initiatives and will not aid or assist any person engaged in such activities nor will Vibranium knowingly permit itself to be utilized as part of a money laundering, terrorist financing or any corruption scheme.
This AML Policy and Procedures (the “Policy”) establishes the policies and procedures for Vibranium’s risk management and compliance with its AML obligations including:
• the principles and measures that Vibranium follows to comply with sanctions laws and to identify, mitigate, and manage AML risk in the jurisdictions where it operates;
• guidance about applicable AML compliance requirements; and
• the consequences of failing to comply with this Policy.
Vibranium’s management is committed to compliance with all relevant AML laws and regulations and to effective and efficient AML risk management. The management expects all Vibranium Personnel (as defined below) to be responsible and accountable for their own actions and not to permit acts of non-compliance with AML requirements.
4. AML Compliance Officer
Vibranium’s AML Compliance Officer (the “AMLCO”) is appointed by and reports directly to the Board of Managers of Vibranium Venture Capital GP LLC and has the oversight and implementation responsibility for the daily operation of Vibranium’s AML compliance program.
The initial AMLCO shall be Zamir Shukhov. Any questions concerning this Policy should be addressed to the AMLCO.
This Policy applies to all of Vibranium’s business activities and applies in the United States and extends to any additional jurisdictions outside of the United States where Vibranium may operate.
This Policy applies to all Vibranium employees acting in any capacity, including members, directors, officers, employees, secondees, interns, contractors, authorized representatives, and consultants in all Vibranium businesses, affiliates, and subsidiaries (collectively, the “Vibranium Personnel”).
If Vibranium fails to execute its responsibilities under applicable AML laws and regulations, it could be subject to significant civil regulatory enforcement actions, fines, and criminal charges as well as serious damage to its reputation.
Vibranium Personnel must read and apply this Policy and remain vigilant to ensure compliance with this Policy.
Vibranium Personnel who suspect a potential breach of this Policy must immediately report the potential breach or concern to the AMLO.
Under no circumstances may any Vibranium Personnel act to evade or avoid sanctions obligations or identification of a prohibited transaction in breach of this Policy. Vibranium Personnel and anyone else acting on behalf of Vibranium cannot advise clients on how transactions should be structured in order to evade applicable AML laws and regulations. This prohibition includes, but is not limited to, advising clients and counterparties to amend their transaction documentation or payment instructions to include details that may be
false or misleading, or changing, removing, or omitting information from a transaction that would otherwise lead to its detection as a prohibited transaction.
6. AML Program Summary
• Vibranium’s AML program complies with the AML regulations and other applicable laws in the State of Delaware and the United States of America.
• All Vibranium Personnel are required to complete AML Training upon commencement, annually thereafter and as/when there are changes to relevant legislation.
• Regular reviews of Vibranium’s AML program are conducted to ensure ongoing compliance.
• Vibranium Internal audits of the Vibranium AML program are conducted periodically.
7. Investor Risk Rating
Upon receipt of the subscription document, the investor and the documents they provide are subject to a detailed review by Vibranium Personnel, who determine which level of due diligence screening to apply to the investor as set out under Investor Identification.
8. Investor Identification
The subscription documentation, completed by the investor, is a legal document. The information contained therein is important and often supports the identification information provided by the investor. The appropriate Vibranium Personnel member will ensure that all sections of subscription documents are completed in full - if information is missing, the document will be returned to the investor for completion.
All investors are subject to the screening methods set out below. The documentary evidence to be requested is set out in the attached Appendix A which specifies the requirements for individuals, corporations (including limited liability companies), partnerships, trusts, and not for profit organizations.
Investor identification will be performed on each investor via one of the following methods:
• Simplified Due Diligence
• Enhanced Due Diligence
9. Simplified Due Diligence
Investors which present a low risk to Vibranium will undergo a simplified due diligence. The simplified due diligence process involves thorough review of the investor’s subscription agreement and the investor identification set forth in Appendix A.
10. Enhanced Due Diligence
Investors which present a higher risk to Vibranium will be subjected to enhanced due diligence. The enhanced due diligence process will include everything under the simplified due diligence and involves further consideration of all documentation and risk factors associated to the investor. It may require Vibranium Personnel to seek clarification or additional documentation from the investor, which includes obtaining originally certified documentation, the source of the funds, the source of the individual or company’s wealth, and the investor’s occupation or the type of business. This process is designed to assure that Vibranium has secured a greater level of verification and understanding of the investor and the nature of the investment. The main indications that Vibranium Personnel shall consider in determining whether the Investor is a “high risk” investor are set forth in Appendix C, and which include investors resident or incorporated in non-cooperative jurisdictions or which bank accounts are located in banks located in non-cooperative jurisdictions. A current list of non-cooperative jurisdictions is set out in Appendix B/Part I (FATF Blacklist). A current list of jurisdictions with strategic deficiencies is set out in Appendix B/Part II (FATF Greylist). While the Financial Action Task Force (“FATF”) does not call for the application of enhanced due diligence measures to be applied to the jurisdictions on the FATF Greylist, Vibranium Personnel is encouraged to consider the information
presented by FATF regarding such jurisdictions (accessible at https://www.fatf-gafi.org/publications/high-risk-and-other-monitored-jurisdictions/documents/increased-monitoring-march-2022.html) in their risk analysis.
Vibranium Personnel together with the AMCLO (and, if necessary, with assistance of outside counsel) will make a judgment call on whether to accept a “high risk” investor’s subscription. Certain investors – referred in this Policy as “Prohibited Investors” – cannot be accepted as investors under any circumstances. The attributes of a “Prohibited Investor” are set forth in Appendix D.
11. Sanction Screening Process
Vibranium collects information on the investors, their related parties and the beneficial ownership of structures.
This information is screened against the most significant sanctions lists:
• US Department of Treasury Office of Foreign Assets Control (OFAC) Specially Designated Nationals
• European Union Sanctions
• United Nations Sanctions
Any potential match returned is investigated by Vibranium to understand if it is a match or ‘false-positive’.If the potential match does return as a positive match Vibranium Personnel will contact the AMLCO for further direction.
12. Politically Exposed Persons (“PEPs”)
Transactions involving Politically Exposed Persons (“PEPs”) require enhanced due diligence, which is reflected in Vibranium’s AML procedures. PEP’s noteworthiness arises from the risk of bribery and corruption that is associated with those in prominent public office, who are able to award government favors (contracts or licenses). Persons in this position, as well as their family members, friends and close associates may be placed in the line of temptation by being offered lucrative personal, secret rewards in return for their approval of a tender or some similar award. Such rewards must be hidden away somewhere and a PEP who has succumbed to temptation will not want to hold their secret gain in their home country. They will not even want to hold it in their own name.
For the purposes of this Policy, Politically Exposed Persons (“PEP”) includes, but are not limited to:
• Heads of State, heads of government, ministers and deputy or assistant ministers.
• Members of parliament or of similar legislative bodies.
• Members of the governing bodies of political parties.
• Members of supreme courts, of courts or of other high-level judicial bodies, the decisions of which are not subject to further appeal, except in exceptional circumstances.
• Members of courts of auditors or of the boards of central banks.
• Mayors and members of local administration, city and district assemblies.
• Ambassadors, chargés d'affaires and high-ranking officers in the armed forces.
• Members of the administrative, management or supervisory bodies of State-owned enterprises.
• Directors, deputy directors and members of the board or equivalent function of an international organization.
Not only the person that officiates a public function must be considered as PEP, but also close family members must also be included in the assessment. For the purpose of this Policy, family members mean:
• The spouse, or a person considered to be equivalent to a spouse, of a politically exposed person.
• The children and their spouses, or persons considered to be equivalent to a spouse, of a politically exposed
• The parents of a politically exposed person.
Also, persons known to be close associates to a PEP must be assessed with the same risk approach that
• Natural persons who are known to have joint beneficial ownership of legal entities or legal arrangements, or any other close business relations, with a Politically Exposed Person.
• Natural persons who have sole beneficial ownership of a legal entity or legal arrangement which is known to have been set up for the de facto benefit of a Politically Exposed Person.
• President, State Governors, mayors, and any kind of ancillary such as ministers, counselors and secretaries.
• Officers or employees of national, federal, regional, local, or other, government bodies, departments, or agencies.
• Officer or employees of state-owned or state-controlled entities, national or international.
• Heads of state or anyone who exercises governmental authority.
• Politicians, political party officials and candidates for political office.
• Employees of regulatory agencies, public entities and mixed capital societies.
• Officers and employees of public international organizations, as the United Nations, the World Bank and the International Monetary Fund
Vibranium’s Personnel is trained in identifying PEPs and their associates, family members and close associates of those who hold office.
It is Vibranium’s policy that Vibranium Personnel notify AMLCO of any investor PEP for further investigation and approval prior to processing transactions.
13. Detecting and Reporting Suspicious Activity
Vibranium’s Vibranium Personnel are on alert for transaction activity by investors that may seem off-character or of a suspicious nature. Suspicious activity may include:
• The third party tries to conceal its identity or the source of its funds.
• The third party is an entity without a clear registered office and does not appear online.
• The third party’s structure makes it difficult to recognize it.
• The third-party funds for the transaction come from abroad when there is no apparent link between this country where the funds are sourced and the third party.
• The third party uses multiple bank accounts or ones held abroad without any justification.
• The third party intends to make payments in cash or using cryptocurrency.
• The third party intends to pay a higher price for the services for no good reason.
• The third party is based in a tax haven or a high-risk country
Vibranium Personnel are trained on an ongoing basis to be on alert for many forms of suspicious activity and are obligated to report any matter giving rise to suspicions to the AMLCO.
14. Risk Assessments, Tests, and Audits
The AMLCO will conduct periodic risk assessments of the business and its business areas to understand the nature of AML obligations and other risks facing Vibranium. The AMLCO also will ensure that appropriate tests and audits are conducted to verify compliance with this Policy. These tests and audits will examine both the overall compliance process and details of specific transactions.
15. Record Keeping
All relevant AML-related records shall be retained for a period of at least five years and otherwise in accordance with Vibranium’s record retention policy.
16. Compliance Principles
The following key principles govern Vibranium’s approach to AML obligations. All other requirements in this document are to be read in the context of these principles.
• Vibranium maintains a rigorous AML compliance policy to meet its obligations under the applicable AML laws and regulations, and will forego any business opportunity that would breach any AML laws and regulations.
• Vibranium may decide not to invest or to withdraw from any current transactions or investments even where such transactions/investments are permitted by law. These decisions may be guided by risk preference, corporate social responsibility, business efficacy, and reputational risk.
• In carrying out its compliance obligations, Vibranium relies on information provided to it by counterparties, advisors, consultants, and business partners unless it is reasonably aware, should be aware, or suspects that such persons are unreliable or dishonest, or the information provided is unreliable or false.
• Where Vibranium is unsure as to whether or not a conflict exists under any applicable AML laws and regulations, the AMLCO may seek advice from counsel and/or the relevant government agency prior to commencing or continuing the business activity Vibranium shall exercise due care in designing and refining business rules and processes to ensure that no transaction involves a breach of applicable sanctions or this Policy.
17. Policy Governance
This Policy will be reviewed annually by the AMLCO and the Board of Managers of the Vibranium Management to ensure the Policy is up to date. In addition, this Policy will be reviewed following any substantive changes to sanctions laws and regulations, legislation, or internal and external factors, including regulatory feedback.
18. Policy Breaches
Non-compliance with this Policy could have serious consequences for Vibranium, including civil/criminal penalties, injunctions, loss of clients, and reputational damage. All Vibranium Personnel are responsible for understanding how this Policy applies to their role. No part of this Policy or its supporting processes should be interpreted as contravening or superseding any other legal or regulatory requirements imposed upon Vibranium.
Examples of situations that will be considered as non-compliance with this Policy include but are not limited to the adjusting a business undertaking to avoid detection of prohibited transactions. This includes, but is not limited to, advising counterparties to amend their instructions to include details that may be false or misleading, or changing or omitting information from a transaction that would otherwise lead to detection (“stripping”).
All potential incidents of violations of applicable AML laws and regulations or breaches of this Policy must be promptly reported to the AMLCO. Vibranium will take appropriate action after consideration of all the relevant details. The AMLCO will involve outside counsel as required for potential AML violations.
A breach of this Policy may, in some circumstances, result in disciplinary action up to and including dismissal.
Internal disciplinary procedures are independent from any action that may be initiated by any governmental authority.
Effective: March 2022
APPENDIX A: INDENTIFICATION OF INVESTORS
1. For an individual person:
• Valid passport or
• Valid driver’s license and birth certificate, and
• Recent (i.e., less than 3 months) utility bill or a bank letter clearly stating the service address and mailing address with the individual’s name.
2. For a corporation:
• Certificate of Incorporation and any Change of Name Certificate, if applicable, for a corporation incorporated less than 2 years ago, together with recent (i.e., less than 3 months) Certificate of Good Standing from the jurisdiction of incorporation for a corporation
incorporated more than 2 years ago
• Memorandum of Association, Articles of Incorporation and/or By-Laws,
• Register of Directors and Officers,
• Register of Owners (Members Register),
• Power of Attorney or its equivalent (if applicable),
• Authorized signatory list, and
• For all directors/owners who are individuals, corporations, limited liability corporations, partnerships or trusts with ownership of 10% or more, collect relevant information by entity type as setout in this document.
3. For a limited liability company:
• Certificate of Formation and any Change of Name Certificate, if applicable, for a company formedless than 2 years ago, together with a copy of recent (i.e., less than 3 months) Certificate of Good Standing from the jurisdiction of formation for a company formed more than 2 years ago
• Limited Liability Agreement (or Operating Agreement),
• Register of Members (if not attached to the above agreement)
• Power of Attorney or its equivalent (if applicable),
• Authorized signatory list, and
• For all members who are individuals, corporations, limited liability corporations, partnerships or trusts with ownership of 10% or more, collect relevant information by entity type as set out in this document.
4. For a partnership:
• Certificate of Limited Partnership and any Change of Name Certificate, if applicable, for a partnership formed less than 2 years ago, together with recent (i.e., less than 3 months)
Certificate of Good Standing from the jurisdiction of formation for a partnership formed more than 2 years ago
• Partnership Agreement
• Evidence of business address, and
• For the general partner, collect relevant information by entity type as set out in this document.
5. For a trust:
• Trust Deed or written details on the nature of the business conducted, signed by the trustee(s),
• Certificate of Trust Formation and any Change of Name Certificate, if applicable, for a trust formed less than 2 years ago together with recent (i.e., less than 3 months) Certificate of Good Standing from the jurisdiction of formation for a trust formed more than 2 years ago
• Copy of the trustee’s authorized signatory list for the trust,
• For the trustees who are individuals, corporations, limited liability corporations, partnerships or trusts, collect relevant information by entity type as set out in this document, and
• For the settler(s) of the trust who are individuals, corporations, limited liability corporations, partnerships or trusts, collect relevant information by entity type as set out in this document.
6. For an association not-for-profit (including charities):
• If a corporation, a limited liability company, a partnership or a trust, collect relevant information byentity type as set out in this document
• An explanation of the nature of the entity’s purposes and operations
• For at least two signatories and any controlling party who gives instructions on behalf of theentity, see relevant information by entity type in this document,
• Evidence of the charity’s status (e.g., 501(c)(3) status in USA or charity number in the UK), and
• Evidence of vetting against publicly available sources including the OFAC list.
7. Suitable Certification
• Where the investor is a fund, a copy of the offering documents (e.g., private placement memorandum).
• All documents should be provided in the English language. For documents not presented in English, legible certified copies of both the foreign document and a translated version of the same document shall be required.
• Regarding certification:
• a certifier must be a lawyer, accountant, director or manager of a regulated credit or financial institution, a notary public, or a member of the judiciary;
• the certifier should sign the copy document and print their name clearly beneath and indicate their capacity to certify together with a contact address and phone number, and
• the certification should state that the document is a true copy of the original document and the likeness (if any in the case of photo ID) is a true likeness of the holder.
APPENDIX B: NON-COOPERATIVE JURISDICTIONS
United Arab Emirates
APPENDIX C: INDICATIONS OF HIGH-RISK INVESTOR
• Investors not located in a FATF jurisdiction
• Private investment companies domiciled, or with a principal place of business, in a non-FATF jurisdiction
• A Senior Foreign Political Figure (SFPF)/Politically Exposed Person (PEP) or an immediate family member or close associate of a SFPF/PEP
• Any investor resident in, or organized or chartered under the laws of, a country or territory designated by FATF as a non-cooperative jurisdiction
• Any investor whose subscription funds originate from, or are routed through, an account maintained at a Prohibited Foreign Shell Bank, or an “offshore bank”, or a bank organized or chartered under the laws of a non-cooperative jurisdiction, or a bank or financial institution
subject to special measures under Section 311 of the USA Patriot Act
• Any investor that is a Foreign Bank subject to enhanced due diligence under Section 312 of the USA Patriot Act
• Any investor who causes the fund manager to believe that the source of its subscription funds may not be legitimate
APPENDIX D: INDICATIONS OF PROHIBITED INVESTOR
• An individual or entity whose name appears on any lists of prohibited persons and entities including The List of Specifically Designated Nationals and Blocked Persons administered by OFAC
• An individual or entity who is from a country or territory prohibited by the OFAC sanctions programs
• An individual or entity who is a resident in, or organized or chartered under the laws of a jurisdiction that has been designated by the US Patriot Act as warranting special measures
• A prohibited Foreign Shell Bank
Effective: March 2022