Qualified Purchaser Questionnaire Clause Samples
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Qualified Purchaser Questionnaire. The Subscriber is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the Investment Company Act and as such term is defined in Section 2(a)(51)(A) of the Investment Company Act and Rule 2a-51 thereunder because it is a/an (Note: Please read the definition of “Investments” in Exhibit A to this Subscription Agreement.) (Please indicate by checking the applicable boxes below ): ☐ Institutional Entity - any person (e.g., an institutional investor) that owns and invests on a discretionary basis not less than $25,000,000 in Investments (other than a self-directed employee benefit plan or trust). ☐ Closely-Held Company - a company1 that owns $5,000,000 or more in Investments and that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouses (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 for the benefit of such persons. ☐ Trust - a trust not formed for the specific purpose of acquiring the Shares for 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 and at the time of contributing assets to the trust was (a) a Qualified Purchaser described in the clause above, (b) a natural person who owns not less than $5,000,000 in Investments or (c) any person, acting for his 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. ☐ Qualified Institutional Buyer - a “Qualified Institutional Buyer” as defined in Rule 144A (“Rule 144A”):
(a) acting for its own account (or for the account of another Qualified Institutional Buyer or another Qualified Purchaser) other than a dealer (as defined in paragraph (a)(i)(ii) of Rule 144A) or an employee benefit plan or trust. ☐ (b) which is an employee benefit plan or trust for which investment decisions are made solely by the fiduciary, trustee or sponsor of such plan or trust. ☐ Entity Comprised of Qualified Purchasers - an entity, all of the beneficial owners of which are Qualified Purchasers (includes Qualified Purchasers described in this Section 2 and natural persons who own not less than $5,000,000 in Investments) (If this box is checked, please have each beneficial owner complete a Subscriber Question...
Qualified Purchaser Questionnaire. The Subscriber is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) and as such term is defined in Section 2(a)(51)(A) of the Investment Company Act and Rule 2a-51 thereunder because: (Note: Please read the definition of “Investments” in Exhibit A to this Subscription Agreement.) (Please indicate by checking the applicable box below): ☐ the Subscriber is a natural person who owns $5,000,000 or more in Investments (including Investments owned jointly with the Subscriber’s spouse); ☐ the Subscriber and its spouse will hold the Shares jointly as spouses and together they own $5,000,000 or more in Investments (including Investments owned jointly); ☐ the Subscriber is a company 4 that owns $5,000,000 or more in Investments and the Subscriber is owned directly or indirectly by natural persons who are related as siblings or spouses (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; or ☐ the Subscriber is not a Qualified Purchaser. 2 For purposes of calculating an individual Subscriber’s net worth for this Subscription Agreement, net worth generally means the excess of total assets at fair market value (excluding the value of the primary residence of the Subscriber) over total liabilities, subject to the following adjustments: (i) indebtedness that is secured by the Subscriber’s primary residence in excess of the estimated fair market value of the primary residence is included as a liability, and (ii) indebtedness that is secured by the Subscriber’s primary residence, up to the estimated fair market value of the primary residence at the time of the entry into this Subscription Agreement, is not included as a liability (except that if the amount of such indebtedness outstanding at the time of the entry into this Subscription Agreement 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 is included as a liability). 3 For purposes of this Subscription Agreement, individual income means adjusted gross income, as reported for federal income tax purposes, less any income attributable to a spouse or to property owned by a spouse, increased by the following amounts (but not including any amounts attrib...
Qualified Purchaser Questionnaire. The Subscriber is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) and as such term is defined in Section 2(a)(51)(A) of the Investment Company Act and Rule 2a-51 thereunder because: (Note: Please read the definition of “Investments” in Exhibit A to this Subscription Agreement.) (Please indicate by checking the applicable box below): ☐ the Subscriber is a natural person who owns $5,000,000 or more in Investments (including Investments owned jointly with the Subscriber’s spouse); ☐ the Subscriber and its spouse will hold the Shares jointly as spouses and together they own $5,000,000 or more in Investments (including Investments owned jointly); ☐ the Subscriber is a company 4 that owns $5,000,000 or more in Investments and the Subscriber is owned directly or indirectly by natural persons who are related as siblings or spouses (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; or ☐ the Subscriber is not a Qualified Purchaser.
Qualified Purchaser Questionnaire. The Investor must complete the Qualified Purchaser Questionnaire (which is attached to the Subscription Agreement as Annex C) and return it to Fund Counsel.