Terms

The terms and conditions of use set forth herein apply to this website

(collectively, the “Site”).

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY

BEFORE USING THE SITE. By using the Site, you acknowledge that you

have read these terms and conditions of use and you agree to be bound by

them without limitation or qualification. If you do not agree to these terms

and conditions of use, you do not have our consent and should exit the Site

immediately. Belair Capital Group (“Belair”) and its affiliates (together with

Belair, “us,” “we” or “our”) reserves the right, at our discretion, to change,

modify, add or remove portions of these terms at any time. Therefore, we

suggest that you review these terms periodically for changes. By using our

Site after we have posted changes to these terms and conditions of use,

you are agreeing to be bound by these terms as amended.

If you have any questions or concerns about the Terms and Conditions,

please contact us at Belair Capital Group, 100 King Street West, Suite

5700, Toronto, ON, Canada M5X 1C7, Phone: +1 416 849

3850, info@belaircapitalgroup.com.

A. Disclaimer

The information provided to users of this web site is for informational

purposes only. Users should not rely on information contained in this

website for any purpose other than for gaining general knowledge of Belair

and its subsidiaries. This information is not intended to be a comprehensive

review of all matters and developments concerning Belair and Belair

assumes no responsibility for its completeness, accuracy and currency.

This website and the information contained in it do not constitute an offer

or the solicitation of an offer for the purchase of any securities of Belair or

any of its subsidiaries. The information on this website is not intended in

any way to qualify, modify or supplement any prospectus or other

information disclosed under the corporate and securities legislation of any

jurisdiction applicable to Belair. No securities commission or similar

authority in Canada or the United States of America has in any way passed

on any of the information contained in this website.

Nothing contained in the site constitutes investment, legal or tax advice.

Neither the information, nor any opinion contained in the site constitutes a

solicitation or offer by Belair, any of its affiliates or any fund or other entity

managed directly or indirectly by any of the foregoing, to buy or sell any

securities, futures, options or other financial instruments. Decisions based

on information contained on the site are the sole responsibility of the

visitor, and as consideration for access to the site, you agree to hold Belair

and its affiliates harmless from and against any claims whatsoever and of

any nature for damages arising from any decisions that you make based on

such information.

The materials in the site are provided “as is” and without warranties of any

kind (either express or implied). To the fullest extent permissible pursuant

to applicable law, Belair and its affiliates disclaim any and all warranties,

express or implied, including, but not limited to, implied warranties of

merchantability and fitness for a particular purpose.

Belair does not provide investment, legal or tax advisory services, or offer

investment funds, in the United States of America or Canada, or to U.S.

persons or Canadian persons. Services provided by Belair are relevant only

to Accredited Investors as defined below.

B. Canadian Accredited Investor

For subscription purposes, an Investor will be considered to be an

"accredited investor" if the Investor is one of the following:

(a) A Canadian financial institution (as such term is defined in C. NI 45-106

Key Definitions), or an authorized foreign bank named in Schedule III of the

Bank Act (Canada);

(b) The Business Development Bank of Canada incorporated under the

Business Development Bank of Canada Act (Canada);

person owns all of the voting securities of the subsidiary, except the voting

securities required by law to be owned by directors of that subsidiary;

(d) A person registered under the securities legislation of a jurisdiction of

Canada as an advisor or dealer, other than a person registered solely as a

limited market dealer under one or both of the Securities Act (Ontario) or

the Securities Act (Newfoundland & Labrador);

(e) An individual registered or formerly registered under the securities

legislation of a jurisdiction of Canada as a representative of a person

referred to in paragraph (d);

(f) The Government of Canada or a jurisdiction of Canada, or any crown

corporation, agency or wholly owned entity of the Government of Canada

or a jurisdiction of Canada;

(g) A municipality, public board or commission in Canada and a

metropolitan community, school board, the Comité de gestion de la taxe

scolaire de l’île de Montréal or an intermunicipal management board in

Québec;

(h) Any national, federal, state, provincial, territorial or municipal

government of or in any foreign jurisdiction, or any agency of that

government;

(i) A pension fund that is regulated by either the Office of the

Superintendent of Financial Institutions (Canada) or a pension commission

or similar regulatory authority of a jurisdiction of Canada;

(j) An individual who, either alone or with a spouse (as such term is defined

in NI 45-106), beneficially owns, directly or indirectly, financial assets (as

such term is defined in NI 45-106), having an aggregate realizable value

that before taxes, but net of any related liabilities (as such term is defined

in NI 45-106), in excess of $1,000,000;

(k) An individual whose net income before taxes exceeded $200,000 in

each of the two most recent calendar years or whose net income before

taxes combined with that of a spouse exceeded $300,000 in each of the

two most recent calendar years and who, in either case, reasonably expects

to exceed that net income level in the current calendar year;

(l) An individual who, either alone or with a spouse, has net assets of at

least $5,000,000;

(m) A person, other than an individual or investment fund, that has net

assets of at least $5,000,000 as shown on its most recently prepared

financial statements;

(n) An investment fund that distributes or has distributed its securities only

to: (i) a person that is or was an accredited investor at the time of the

distribution; (ii) a person that acquires or acquired securities in the

circumstances referred to in sections 2.10 [Minimum Amount Investment]

and 2.19 [Additional Investment in Investment Funds] of NI 45-106; or (iii)

a person described in paragraph (i) or (ii) that acquires or acquired

securities under section 2.18 [Investment Fund Reinvestment] of NI 45-

106;

(o) An investment fund that distributes or has distributed securities under

a prospectus in a jurisdiction of Canada for which the regulator or, in

Québec, the securities regulatory authority, has issued a receipt;

(p) A trust company or trust corporation registered or authorized to carry

on business under the Trust and Loan Companies Act (Canada) or under

comparable legislation in a jurisdiction of Canada or a foreign jurisdiction,

acting on behalf of a fully managed account (as such term is defined in NI

45-106), managed by the trust company or trust corporation, as the case

may be;

(q) A person acting on behalf of a fully managed account (as such term is

defined in NI 45-106), managed by that person, if that person: (i) is

registered or authorized to carry on business as an advisor or the

equivalent under the securities legislation of a jurisdiction of Canada or a

foreign jurisdiction; and (ii) in Ontario, is purchasing a security that is not a

security of an investment fund;

(r) A registered charity under the Income Tax Act (Canada) that, in regard

to the trade, has obtained advice from an eligibility advisor (as such term is

defined in NI 45-106), or an advisor registered under the securities

legislation of the jurisdiction of the registered charity to give advice on the

securities being traded;

(s) An entity organized in a foreign jurisdiction that is analogous to any of

the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and

function;

(t) A person in respect of which all of the owners of interests, direct,

indirect or beneficial, except the voting securities required by law to be

owned by directors, are persons that are accredited investors;

(u) An investment fund that is advised by a person registered as an advisor

or a person that is exempt from registration as an advisor; or

(v) A person that is recognized or designated by the securities regulatory

authority or, except in Ontario and Québec, the regulator as: (i) an

accredited investor; or (ii) an exempt purchaser in Alberta or British

Columbia after September 14, 2005.

C. NI 45-106 Key Definitions

1. Criteria for Qualification as an "Accredited Investor"

"Canadian financial institution" means (a) an association governed by the

Cooperative Credit Associations Act (Canada) or a central cooperative

credit society for which an order has been made under section 473(1) of

that Act, or (b) a bank, loan corporation, trust company, trust corporation,

insurance company, treasury branch, credit union, caisse populaire,

financial services cooperative, or league that, in each case, is

authorized by

an enactment of Canada or a jurisdiction of Canada to carry on business in

Canada or a jurisdiction of Canada.

2. "Eligibility advisor" means

(a) a person that is registered as an investment dealer or in an equivalent

category of registration under the securities legislation of the jurisdiction

of a purchaser and authorized to give advice with respect to the type of

security being distributed; and

(b) in Saskatchewan or Manitoba, also means a lawyer who is a practicing

member in good standing with a law society of a jurisdiction of Canada or a

public accountant who is a member in good standing of an institute or

association of chartered accountants, certified general accountants or

certified management accountants in a jurisdiction of Canada provided

that the lawyer or public accountant must not (i) have a professional,

business or personal relationship with the issuer, or any of its directors,

executive officers, founders, or control persons, and (ii) have acted for or

been retained personally or otherwise as an employee, executive officer,

director, associate or partner of a person that has acted for or been

retained by the issuer or any of its directors, executive officers, founders or

control persons within the previous 12 months.

3. "Financial assets" means

(a) Cash,

(b) Securities, or

a security for the purposes of securities legislation.

4. “Fully managed account” means an account of a client for which a person

makes the investment decisions if that person has full discretion to trade in

securities for the account without requiring the client’s express consent to

a transaction.

5. "Person" includes

(a) An individual,

(b) A corporation,

other organized group of persons, whether incorporated or not, and

(d) An individual or other person in that person’s capacity as a trustee,

executor, administrator or personal or other legal representative.

6. "Related liabilities" means

(a) Liabilities incurred or assumed for the purpose of financing the

acquisition or ownership of financial assets, or

(b) Liabilities that are secured by financial assets.

7. "Spouse" means, an individual who,

(a) Is married to another individual and is not living separate and apart

within the meaning of the Divorce Act (Canada), from the other individual,

(b) Is living with another individual in a marriage-like relationship, including

a marriage-like relationship between individuals of the same gender, or

adult interdependent partner within the meaning of the Adult

Interdependent Relationships Act (Alberta).

D. US-Accredited Investors

Under the Securities Act of 1933, a company that offers or sells its

securities must register the securities with the SEC or find an exemption

from the registration requirements. The Act provides companies with a

number of exemptions. For some of the exemptions, such as rules 505 and

506 of Regulation D, a company may sell its securities to what are known

as "accredited investors."

(a) The federal securities laws define the term accredited investor in Rule

501 of Regulation D as:

• a bank, insurance company, registered investment company, business

development company, or small business investment company;

• 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;

• a charitable organization, corporation, or partnership with assets

exceeding $5 million;

• a director, executive officer, or general partner of the company selling the

securities;

• a business in which all the equity owners are accredited investors;

• 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;

• 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 a trust with assets in excess of $5 million, not formed to acquire the

securities offered, whose purchases a sophisticated person makes.

For more information about the SEC's registration requirements and

common exemptions, please visit. http://www.sec.gov/answers/accred.htm

(b) Qualified Purchasers

Unlike a 3(c)(1) hedge fund where investors only generally need to be

accredited investors and potentially qualified clients, all investors in a 3(c)

(7) hedge fund must be "qualified purchasers."

A qualified purchaser is a greater requirement than an accredited investor

and a qualified client. Generally only super high net worth individuals and

institutional investors will fit within the definition of qualified client.

Because of this fact there are less 3(c)(7) hedge funds than 3(c)(1) hedge

funds. Also, most 3(c)(7) funds are going to be funds with greater intial

investment requirements and will be marketed towards the institutional

market. Because of this 3(c)(7) hedge fund will tend to have greater assets

than many 3(c)(1) hedge funds. The definition of "qualified purchaser" is

found in the Investment Company Act of 1940.

The definition includes:

• 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;

• 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;

• 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

• 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.

• 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;

• 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 shortterm

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 preamendment

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.

• 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

• 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.

(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.

E. Limitation of Liability

To the fullest extent permitted by applicable law, Belair and its affiliates

expressly disclaim any and all liability whatsoever for errors and omissions

in any information or materials, and for any use or interpretation by others

of any information or materials, contained in or accessible through the site.

To the fullest extent permitted by applicable law, under no circumstances,

including, but not limited to, negligence, shall Belair or any of its affiliates

be liable in any respect whatsoever for any special or consequential

damages that result from the use of, or the inability to use, the information

and materials in or accessible through the site, even if Belair or an

authorized representative has been advised of the possibility of such

damages. Without limiting, and in addition to the foregoing, in no event

shall the total liability (if any) of Belair and its affiliates to you for all

damages, losses, and causes of action (whether in contract, tort (including,

but not limited to, negligence), or otherwise) exceed in the aggregate the

amount paid by you, if any, for accessing the site.

F. Links to Other Web Sites and Services

Belair does not review or monitor any websites linked from or to the Site

and none of them is or will be responsible for the content of any such linked

websites. Your following links from or to such websites is at your sole risk.

Accordingly, neither Belair nor any of its affiliates can be held responsible

for the information, materials, products or services obtained on or from

such other websites, nor will any of them be liable in any respect

whatsoever for any damages arising from your access to such websites.

Any links from or to other websites are provided merely for the

convenience of the users of the Site and the inclusion of these links does

not imply an endorsement, representation or warranty by Belair or any of

its affiliates with respect to any such linked websites or the content,

products or services contained or accessible through, or the operators of,

such websites. In addition, you agree not to link any of your websites or any

third-party website to the Site without the express prior written consent of

Belair. Belair reserves the right, at any time, for any reason not prohibited

by law, to deny permission to anyone to link a website from or to the Site.

G. Waiver

No waiver by Belair or any of its affiliates of any right under or term or

provision of these terms and conditions will be deemed a waiver of any

other right, term or provision of these terms and conditions at that time or

a waiver of that or any other right, term or provision of these terms and

conditions at any other time.

H. Governing Law and Consent to Jurisdiction

These terms and conditions shall be governed by and construed in

accordance with the laws of the Province of Ontario. You agree that any

dispute or action at law or in equity arising out of or relating to these terms

or your use of the site shall be commenced only in the province or federal

courts located in Toronto, Ontario and you hereby consent and submit to

the personal jurisdiction of such courts for the purposes of any such

dispute or action.

I. Other

If any provision of these terms shall be deemed unlawful, void or for any

reason unenforceable, then that provision shall be deemed severable from

these terms and shall not affect the validity and enforceability of any

remaining provisions. The preceding terms and conditions represent the

entire agreement between Belair and its affiliates, on the one hand, and

you, on the other, relating to the subject matter hereof.