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);
(c) A subsidiary of any person referred to in paragraphs (a) or (b), if the
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
(c) A contract of insurance, a deposit or an evidence of a deposit that is not
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,
(c) A partnership, trust, fund and an association, syndicate, organization or
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
(c) In Alberta, is an individual referred to in paragraph (a) or (b), or is an
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.
(c) 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.
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.