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Definition of US Person:
A US Person means any of the following:
(a) a natural person who is a resident of the United States,
(b) a partnership, limited liability company or corporation or other entity organised or incorporated under the laws of the United States its territories or possessions, any State or the District of Columbia;
(c) an estate of which any executor or administrator is a United States Person (as defined in Regulation S promulgated under the 1933 Act);
(d) a trust of which any trustee is a United States Person;
(e) an agency or branch of a foreign entity located in the United States;
(f) a non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a United States Person;
(g) a discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organised, incorporated, or (if an individual) resident in the United States; or
(h) a partnership, limited liability company or corporation if (1) organised or incorporated under the laws of any foreign jurisdiction and (2) formed by a United States Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organised or incorporated, and owned, by accredited investors (as defined in Rule 501(a) of the 1933 Act) who are not natural persons, estates or trusts.As used herein, the term “US” or “United States” means the United States of America (including the states and District of Columbia) and any of its territories, possessions and other areas subject to its jurisdiction.
Definition of Accredited Investor
“Accredited Investor” shall mean any person who comes within any of the following categories at the time of the sale of the securities to that person:
(1) Any bank as defined in section 3(a)(2) of the Securities Act of 1933 (the “Act”), or any savings and loan association or other institution as defined in Section 3(a) (5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state of its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are Accredited Investors;
(2) A director, executive officer, managing member or general partner of the issuer of the securities being offered or sold, or a director, executive officer, managing member or general partner of a general partner of that issuer;
(3) Any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
(4) Any organization described in Section 501(c)(3) of the Internal Revenue Code, any limited liability company, any corporation, Massachusetts or similar business trust, or any partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
(5) A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000. For this purpose:
(i) one’s primary residence should not be included as an asset;
(ii) indebtedness that is secured by one’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, should not be included as a liability (except that if the amount of such indebtedness outstanding at the time of the sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess should be included as a liability); and
(iii) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence should be included as a liability,
(6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;
(7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Act;
(8) Any revocable trust that may be revoked by the grantor at any time and whose grantors are all Accredited Investors; and
(9) Any entity in which all of the equity owners are Accredited Investors
Definition of Qualified Purchaser
“Qualified Purchaser” shall mean any person who comes within any of the following categories at the time of the sale of the securities to that person:
(1) Any natural person (including any person who holds a joint, community property, or other similar shared ownership interest in an issuer that is excepted under Section (3)(c)(7) of the Investment Company Act of 1940, as amended (the “1940 Act”), with that person’s Qualified Purchaser spouse) who owns not less than $5,000,000 in investments, as defined by the Securities and Exchange Commission;
(2) Any company that owns not less than $5,000,000 in investments, that was not formed for the specific purpose of acquiring the securities offered, and that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouse (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;
(3) Any trust that is not covered by clause (2) and that was not formed for the specific purpose of acquiring the securities offered, as to which the trustee or other person authorized to make decisions with respect to the trust, and each settlor or other person who has contributed to the trust, is a Qualified Purchaser;
(4) Any person, acting for its own account or the accounts of other Qualified Purchasers, who in the aggregate owns and invests on a discretionary basis, not less than $25,000,000 in investments and that was not formed for the specific purpose of acquiring the securities offered; or
(5) Any entity that is not a trust and that is beneficially owned exclusively by Qualified Purchasers, even if such entity was formed for the specific purpose of acquiring the securities offered.
The term “Qualified Purchaser” does not include a company formed prior to April 30, 1996 that, but for the exceptions provided for in Section 3(c)(1) or Section 3(c)(7) of the 1940 Act, would be an investment company (an “excepted investment company”), unless all beneficial owners of its outstanding securities (other than short-term paper), determined in accordance with Section 3(c)(1)(A) of the 1940 Act, that acquired such securities on or before April 30, 1996 (“pre-amendment beneficial owners”), and all pre-amendment beneficial owners of the outstanding securities (other than short-term paper) of any excepted investment company that, directly or indirectly, owns any outstanding securities of such excepted investment company, have consented to its treatment as a “Qualified Purchaser.” Unanimous consent of all trustees, directors, or general partners of a company or trust referred to in clause (2) or (3) above shall constitute consent for purposes of this paragraph.
Definition of Relevant Transaction
“Relevant Transaction” shall mean a transaction that involves the acquisition or disposal of shares in open ended investment companies.
Definition of relevant financial experience
A client shall be deemed to have relevant financial experience if he/she works or has worked in the financial sector for at least one year in a professional position which requires knowledge of transactions that involve the acquisition or disposal of shares in open ended investment companies.