US INVESTOR DEFINITIONS:
An
Accredited Investor is defined as:
(A) A natural person whose individual
net worth, or joint net worth with
that person's spouse exceeds $1,000,000
OR.
(B) A natural person who had an individual
income in excess of $200,000 per year
or joint income with that person's
spouse in excess of $300,000 per year,
for the immediately preceeding two
years, and has a reasonable expectation
that such person will have an income
in excess of $200,000, or a joint
income with such person's spouse of
$300,000, in the current calendar
year.
An Entity which is an Accreditted Investor is defined as:
(A) An entity with total assets in
excess of $5,000,000 which was not
formed for the purpose of investing
in any fund managed by Tremont or
any of its affiliates and which is
one of the following:(i) a corporation;(ii)
a partnership;(iii) a limited liability
company;(iv) a business trust; or(v)
a tax exempt organization described
in Section 501(c) of the Internal
Revenue Code of 1986, as amended;
(B) An entity which 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 fund managed by Tremont or
any of its affiliates, and for which
the person who is authorized to act
has such knowledge and experience
in financial and business matters
that such person is capable of evaluating
the merits and risks of an investment
in a fund managed by Tremont or any
of its affiliates;
(C) An entity which is an 'employee
benefit plan' within the meaning of
Title 1 of the Employee Retirement
Income Security Act of 1974 (including
an individual retirement plan), which
satisfies at least one of the following
conditions:(i) it has total assets
in excess of $5,000,000;(ii) the investment
decisions with respect to which are
made by a plan fiduciary which is
a bank, savings and loan association,
insurance company or registered investment
advisor; or(iii) 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),
with investment decisions made solely
by 'accredited investors;'
(D) An entity which 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;
(E) An entity which is a bank, as
defined in Section 3(a)(2) of the
Securities Act (whether acting for
its own account or in a fiduciary
capacity); a savings and loan association
or similar institution, as defined
in Section 3(a)(5) of the Securities
Act; a broker-dealer registered under
the Securities Exchange Act of 1934,
as amended; an insurance company as
defined in Section 2(13) of the Securities
Act; an investment company registered
under the Investment Company Act;
a small business investment company
licensed under Section 301(c) or (d)
of the Small Business Investment Act
of 1958; or a 'private business development
company' as defined in Section 202(a)(22)
of the Investment Advisers Act of
1940, as amended; or
(F) An entity each of the equity owners
of which is an 'accredited investor'.
A
Qualified Purchaser is defined as
one of the following:
1. Any natural person who owns not
less than $5,000,000 in Investments
(as defined below), including any
Investments held jointly, in community
property or other similarly shared
ownership interest with that person's
spouse, including the amount of such
person's Investments held in an individual
retirement account or similar account
and the Investments of which are directed
by and held for the benefit of such
person;
2. Any company that owns not less
than $5,000,000 in Investments, 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 or ancestors by
birth or adoption, or spouses of such
descendants or ancestors (each, a
"Related Person"), the estates
of such persons, or foundations, charitable
organizations, or trusts established
by or for the benefit of such persons
(a "Family Company");
3. Any trust that is not covered by
requirement (2) above, that was not
formed for the specific purpose of
acquiring the Interests, 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, are qualified purchasers
(as defined herein);
4. Any other 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 ("Institutional Investors");
5. 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;
6. Any company that, but for the exceptions
provided for in Sections 3(c)(1) or
3(c)(7) under the Company Act, 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;
7. Any natural person who is deemed
to be a "knowledgeable employee"
of the Partnership, as such term is
defined in Rule 3c-5(4) of the Company
Act; or
8. Any person ("Transferee")
who acquires Interests from a person
("Transferor") that is (or
was) a qualified purchaser other than
the Partnership, 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.
9. Any company, if each beneficial
owner of the company's securities
is a qualified purchaser.
For purposes of the foregoing description
of Qualified Purchasers, the term
Investments means:
1. Securities (as defined by Section
2(a)(1) of the Securities Act), other
than securities of an issuer that
controls, is controlled by, or is
under common control with, a person
seeking to purchase the Interests,
unless the issuer of such securities
is:
a. an investment company as defined
under Section 3(c)(1) of the Company
Act, a company that would be an investment
company but for the exclusions provided
by Sections 3(c)(1) through 3(c)(9)
of the Company Act, or the exemptions
provided by Rule 3a-7 under the Company
Act for issuers of asset-backed securities
or a commodity pool as defined under
the CEA;
b. a company that either files reports
pursuant to Sections 13 or 15(d) of
the Exchange Act (a "Public Company")
or has a class of securities that
are listed on a "designated offshore
securities market" as such term
is defined by Regulation S under the
Securities Act; or
c. a company with shareholders' equity
of not less than $50,000,000 (determined
in accordance with generally accepted
accounting principles) as reflected
in such a company's most recent financial
statements, provided that such financial
statements present the information
as of a date within sixteen (16) months
preceding the date on which the prospective
investor seeks to acquire Interests;
Real estate held for investment purposes;
1. Commodity futures contracts, options
on commodity futures contracts, and
options on any physical commodity
traded on or subject to the rules
of any contract market designated
for trading such transactions under
the CEA, any board of trade or exchange
outside the United States ("Commodity
Interests"), entered into for
investment purposes;
2. Any physical commodity with respect
to which a commodity interest is traded
on a market specified in paragraph
(3) above ("Physical Commodities"),
and held for investment purposes;
3. To the extent not securities as
defined in paragraph (1) above, financial
contracts (as defined in Section 3(c)(2)(B)(ii)
of the Company Act) entered into for
investment purposes;
4. In the case of a prospective investor
that is a qualified purchaser, a company
that would be an investment company
under the Company Act but for the
exclusion provided by Section 3(c)(1)
thereunder, or a commodity pool under
the CEA, any amounts payable to such
prospective investor pursuant to a
firm agreement or a similar binding
commitment pursuant to which a person
has agreed to acquire an interest
in, or make capital contributions
to, the prospective investor upon
its demand therefor; and
5. Cash or cash equivalents (including
foreign currencies) held for investment
purposes, including bank deposits,
certificates of deposit, bankers acceptances
and similar bank instruments held
for investment purposes, as well as
net cash surrender value of an insurance
policy.
For purposes of determining whether
a prospective investor is a qualified
purchaser, the aggregate amount of
Investments owned and invested on
a discretionary basis by the prospective
investor shall be the Investments'
fair market value on the most recent
practicable date or their cost, provided
that:
In the case of Commodity Interests,
the amount of Investments shall be
the value of the initial margin or
option premium deposited in connection
with such commodity interests; andThe
following amounts, as applicable,
shall be deducted from the amount
of Investments owned by the prospective
investor:
(a) the amount of any outstanding
indebtedness incurred to acquire or
for the purpose of acquiring the Investments
owned by such prospective investor;
and
(b) in determining whether a Family
Company is a qualified purchaser,
there shall also be deducted any outstanding
indebtedness incurred by an owner
of the Family Company to acquire Investments.
In determining whether spouses who
are making a joint investment are
qualified purchasers, there may be
included in the amount of each spouse's
investments any investments owned
by ther other spouses (whether or
not such investments are held jointly).
