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Turning Millionaires into Super-MillionairesTM
 
 
Important defination
 
A. Qualified Purchaser :
 
A Qualified Purchaser as defined in the US Investment Company Act of 1940 is:
i. 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) with that person’s qualified purchaser spouse) who owns not less than $ 5,000,000 in investments, as defined below;
 

ii. Any company that owns not less than $5,000,000 in investments and that is owned directly or indirectly by or for 2 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;

 

iii. Any trust that is not covered by clause (ii) 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 assets to the trust, is a person described in clause (i), (ii), or (iv); or

 

iv. 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.

 
v. Any 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 that (i) a dealer described in paragraph (a)(1)(ii) of Rule 144A shall own and invest on a discretionary basis at least $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)(D) or (a)(1)(E) of Rule 144A, or a trust fund referred to in paragraph (a)(1)(F) of Rule 144A that holds the assets of such a plan, will not be deemed to be acting for its own account if 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. Any company that, but for the exceptions provided for in Sections 3(c)(1) or 3(c)(7) under the ICA, would be an investment company (hereafter in this paragraph referred to as an “excepted investment company”), provided that all beneficial owners of its outstanding securities (other than short-term paper), determined in accordance with Section 3(c)(1)(A) thereunder, that acquired such securities on or before April 30, 1996 (hereafter in this paragraph referred to as “pre-amendment beneficial owners”), and all pre-amendment beneficial owners of the outstanding securities (other than short-term paper) or 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.
 
vii. Any natural person who is deemed to be a “knowledgeable employee” of the [fund], as such term is defined in Rule 3c-5(4) of the ICA; or
 
viii. Any person (“Transferee”) who acquires Interests from a person (“Transferor”) that is (or was) a qualified purchaser other than the [fund], provided that the Transferee is: (i) the estate of the Transferor; (ii) a person who acquires the Interests as a gift or bequest pursuant to an agreement relating to a legal separation or divorce; or (iii) a company established by the Transferor exclusively for the benefit of (or owned exclusively by) the Transferor and the persons specified in this paragraph.
 
ix. Any company, if each beneficial owner of the company’s securities is a qualified purchaser.
For the purposes of above, the term Investments means:
 
(1) Securities (as defined by section 2(a)(1)of the Securities Act of 1933), other than securities of an issuer that controls, is controlled by, or is under common control with, the prospective qualified purchaser that owns such securities, unless the issuer of such securities is: (i) an investment vehicle; (ii) a public company; or (iii) a company with shareholders’ equity of not less than $50 million (determined in accordance with generally accepted accounting principles) as reflected on the company’s most recent financial statements, provided that such financial statements present the information as of a date within 16 months preceding the date on which the prospective qualified purchaser acquires the securities of a Section 3(c)(7) Company;
 
(2) Real estate held for investment purposes;
 
(3) Commodity interests held for investment purposes;
 
(4) Physical commodities held for investment purposes;
 
(5) To the extent not securities, financial contracts (as such term is defined in section 3(c)(2)(B)(ii) of the ICA entered into for investment purposes;
 
(6) In the case of a prospective qualified purchaser that is a Section 3(c)(7) Company, a company that would be an investment company but for the exclusion provided by section 3(c)(1) of the ICA, or a commodity pool, any amounts payable to such prospective qualified purchaser pursuant to a firm agreement or similar binding commitment pursuant to which a person has agreed to acquire an interest in, or make capital contributions to, the prospective qualified purchaser upon the demand of the prospective qualified purchaser; and
 
(7) Cash and cash equivalents (including foreign currencies) held for investment purposes. For purposes of this section, cash and cash equivalents include: (i) bank deposits, certificates of deposit, bankers acceptances and similar bank instruments held for investment purposes; and (ii) the net cash surrender value of an insurance policy.
 
B. Accredited Investors :
An accredited investor (under Rule 501 of Regulation D) is as defined below:
 
1. A bank, insurance company, registered investment company, business development company, or small business investment company;
 
2. An employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;
 
3. A charitable organization, corporation, or partnership with assets exceeding $5 million;
 
4. A business in which all the equity owners are accredited investors;
 
5. A natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase;
 
6. A natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year; or
 
7. A trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.
 
C. Sophisticated Investor
A Sophisticated Investor as defined under the Securities Investment Business Law (2004 Revision) of the Cayman Islands (“SIBL”) means a person:
 
(a) Regulated by the Monetary Authority;
 
(b) Regulated by a recognized overseas regulatory authority;
 
(c) Any of whose securities are listed on recognized securities exchange; or
 
(d) Who -
 
(i) By virtue of knowledge and experience in financial and business matters is reasonably to be regarded as capable of evaluating the merits of a proposed transaction; an
(ii) Participates in a transaction with a value or in monetary amounts of at least C.I. $80,000 (U.S. $100,000) or its equivalent in any other currency, in the case of each single transaction.
 
D. A Professional Investor:
 
A Professional Investor as defined under British Virgin Islands Mutual Funds Act (1996) is any person:
 
(a) whose ordinary business involves, whether for the subscriber’s own account or the accounts of others, the acquisition or disposal of property of the same kind as the property, or a substantial part of the property, of the Fund; or (b) who has signed a declaration that he/she or it (and if an individual, whether individually or jointly with his or her spouse) has net worth in excess of one million dollars in the United States currency or its equivalent in any other currency and that he/she or it consents to being treated as a Professional Investor.
 
E. High Net Worth Investor:
 
A High Net Worth Investoras defined under the Securities Investment Business Law (2004 Revision) of the Cayman Islands (“SIBL”) means:
 
(i) An individual whose net worth is at least C.I. $800,000 (U.S. $1,000,000) or its equivalent in any other currency; or
 
(ii) Any person that has total assets of not less than C.I. $4,000,000 (U.S. $5,000,000) or its equivalent in any other currency.
 
 
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