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TERMS & CONDITIONS
Registration
to this Web Site is limited to persons who qualify as
"accredited investors" within the meaning
of Rule 501 (a) promulgated under the U.S. Securities
Act of 1933, as amended.
The
Registered User is a natural person whose individual
net worth, or joint net worth with that person's spouse,
at the time of purchase exceeds $1,000,000.
The
Registered User is a natural person who had an individual
income in excess of $200,000 in each of the last two
calendar 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 this calendar year.
The
Registered User is an entity with total assets in excess
of $5,000,000 which was not formed for the purpose of
investing in any of the Funds and which is one of the
following:
- a
corporation; or
-
a partnership; or
- a
limited liability company; or
- a
business trust; or
- a
tax-exempt organization described in Section 501(c)
(3) of the Internal Revenue Code of 1986, as amended
(the "Code").
The
Registered User is a personal (non-business) trust with
total assets in excess of $5,000,000 which was not formed
for the purpose of investing in any of the Funds and
whose decisions to invest in the Funds will be directed
by a person who has such knowledge and experience in
financial and business matters that he is capable of
evaluating the merits and risks of an investment in
the Funds.
The Registered User is an employee benefit plan within
the meaning of Title I of the Employee Retirement Income
Security Act of 1974 (including an Individual Retirement
Plan) which satisfies at least one of the following
conditions:
- it
has total assets in excess of $5,000,000; or
-
the investment decision is made by a plan fiduciary
which is a bank, savings and loan association, insurance
company or registered investment adviser; or
- it
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 under
the criteria listed in Question 2.
The Registered User is an employee benefit plan established
and maintained by a state, its political subdivisions
or any agency or instrumentality of a state or its political
subdivisions, which has total assets in excess of $5,000,000.
The Registered User is licensed, or subject to supervision,
by U.S. Federal or state examining authorities as a
"bank," "savings and loan association,"
"insurance company," or "small business
investment company" (as such terms are used and
defined in 17 CFR §230.501 (a)) or is an account
for which a bank or savings and loan association is
subscribing in a fiduciary capacity and over which such
fiduciary exercises investment discretion.
The
Registered User is registered with the United States
Securities and Exchange Commission as a broker or dealer
or an investment company; or has elected to be treated
or qualifies as a "business development company"
(within the meaning of Section 2(a) (48) of the Investment
Company Act of 1940 or Section 202(a) (22) of the Investment
Advisers Act of 1940).
The
Registered User is an entity in which all of the equity
owners are qualified under one or more of the criteria
listed above.
Registered
User to the web site will also be accepted from persons
who qualify as "qualified purchasers" within
the meaning of Sections 3 (c) (7) of the Investment
Company Act of 1940, as amended.
The
Registered User is a natural person who owns at least
$5 million in Investments, including Investments (i)
held in an IRA or similar account, the investments of
which are directed by and held for the benefit of such
person, (ii) held jointly with a spouse or (iii) in
which such person shares a community property or similar
shared ownership interest with a spouse. Spouses who
subscribe jointly may combine their investments for
purposes of meeting the $5 million threshold, whether
or not the investments are held jointly or individually.
The
Registered User is an entity directly or indirectly
owned entirely by two or more closely related natural
persons, their estates or foundations, charities or
trusts formed by or for their benefit (a "Family
Company") that owns at least $5 million in Investments.
The
Registered User is an entity (including self-directed
retirement plans) the interests of which are beneficially
owned by "qualified purchasers."
The
Registered User is a trust not formed for the specific
purpose of investing in any of the Funds, so long as
both the persons with decision making power for the
trust and each of the contributors to the trust is a
"qualified purchaser."
The
Registered User is any other person acting for such
person's own account of the accounts of other "qualified
purchasers" that in the aggregate owns and invests
on a discretionary basis at least $25 million in Investments,
excluding (i) private investment funds in existence
on April 30, 1996, unless each beneficial owner of such
fund on April 30, 1996 that is currently a beneficial
owner has consented to such fund's status as a "qualified
purchaser" permitted to invest in a category of
investment pools that would include the Funds, (ii)
entities formed for the purpose of investing in any
of the Funds, unless each beneficial owner in the entity
is a "qualified purchaser" and (iii) pension
and other employee benefit plans that allow the beneficiaries
to direct the investments of the plans.
Definition
of "Investments" in Section 11 (g) (1) - (5):
"Investments"
Include:
Securities
(as defined in Section 2 (1) of the Act) other than
the securities of an issuer that controls, is controlled
by, or is under common control with, the person that
owns such securities, unless the issuer is: (a) a private
investment company or a commodity pool; or (b) a public
company that complies with reporting obligations under
U.S. Securities laws or that has a class of securities
listed on a securities exchange outside the U.S.; or
(c) a company with shareholders' equity of $50 million
or more (as reflected on financial statements determined
in accordance with U.S. GAAP that are prepared within
16 months of the date the subscription to the Web Site
is commenced).
Real
Estate held for investment purposes. Real estate is
not considered to be held for investment purposes if
it is used as a place of business or in connection with
the conduct of a trade or business of such person or
a Related Person of the owner, or if it is used for
personal or residential purposes unless deductible under
Section 280A of the Code. "Related Person"
means a person who is related to another person as a
sibling, spouse, or former spouse, or is direct lineal
descendant or ancestor by birth or adoption of such
person, or is a spouse of such descendant, provided
that in the case of a Family Company, a Related Person
includes any owner of the Family Company and any person
who is a Related Person of such owner.
Commodity
Interests, Physical Commodities, and Financial Contracts
held for investment purposes (e.g., as futures, forwards
and options thereon, physical gold, silver, etc. and
swap agreements).
Cash
and Cash Equivalents (including foreign currencies)
held for investment purposes, (such as bank deposits,
certificates of deposit, bankers acceptances and the
net cash surrender value of an insurance policy).
Assets
Excluded from the Definition of "Investments":
Specifically
excluded from the definition of "Investments"
are other assets which may be held for investment purposes,
such as jewelry, artwork, antiques or other collectibles.
How
to Value Investments:
Investments
may be valued at their fair market value on the most
recent practicable date or at their cost. In either
case, the value of "Investments" is reduced
by the amounts specified below in (a) and (b).
- (a)
Deductions: General. The value of a person's investments
must be reduced by the amount of any outstanding indebtedness
incurred to acquire the investments.
- (b)
Deductions: Family Companies. There shall also be
deducted from the value of a Family Company's investments
any outstanding indebtedness incurred by an owner
of the Family Company to acquire such investments.
Special
Valuation Considerations
Corporate Investments. For purposes of determining the
amount of investments owned by a corporation ("Corporation"),
there may be included investments owned by majority-owned
subsidiaries ("Subsidiaries") of the Corporation
and investments owned by a company ("Parent Company")
of which the Corporation is a majority-owned subsidiary,
or by a majority-owned subsidiaries of the Parent Company.
Commodity
Interests. The value of commodity interests shall be
the value of the initial margin or option premium deposited
in connection with each commodity interest.
Private
Investment Companies and Commodity Pools. Amounts of
unfunded capital commitments to these entities are included
in such entities' investments.

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