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“Qualified Institutional Investor” defined in Article 2, Paragraph 3 of the Financial Instruments and Exchange Act of Japan (Law No. 25 of 1948) (the “FIEA”) means:
(1) Financial instruments firm engaged in “Type I financial instruments business” (only those falling under the category of securities-related business, and except for those only engaging in the Type I electronic small amount subscription business as defined in Article 29-4-2, Paragraph 10 of the FIEA) or investment management business;
(2) Investment company prescribed in Article 2, Paragraph 12 of the Investment Trusts and Investment Corporations Act (Law No. 198 of 1951);
(3) Non-Japanese investment company prescribed in Article 2, Paragraph 25 of the Investment Trusts and Investment Corporations Act;
(4) Bank;
(5) Insurance company;
(6) Non-Japanese insurance company or another entity described in Article 2, Paragraph 7 of the Insurance Business Act (Law No. 105 of 1995);
(7) Shinkin Banks and Federations of Credit Cooperatives, and Labor Credit Associations and Federations of Labor Credit Associations;
(8) The Norinchukin Bank or the Shoko Chukin Bank;
(9) (A) Credit Cooperative that has submitted a notification of such status to the Commissioner of the Financial Services Agency (“FSA”) or a Federation of Credit Cooperatives; (B) a Federation of Agricultural Cooperatives engaged in the business of acceptance of deposits or savings or of facilities concerning mutual aid; or (C) a Federation of Mutual Aid Fishery Cooperatives engaged in the business of acceptance of deposits or savings or of facilities concerning mutual aid;
(10) The Enterprise Turnaround Initiative Corporation of Japan (limited to the cases where it is engaged in business activities listed in Article 22, Paragraph 1, Item 1, Item 2, Sub-Items (a) and (c) and Items 3, 4 and 5 of the Act on the Enterprise Turnaround Initiative Corporation of Japan (Law No. 63 of 2009));
(11) Kabushiki Kaisha Great East Japan Earthquake Business Operator Support Organization (limited to the case where it is engaged in business activities provided for in Article 16, Paragraph 1, Item 1 and Item 2, Sub-Items (a) and (c) of the Kabushiki Kaisha Great East Japan Earthquake Business Operator Support Organization Act (Law No. 113 of 2011)).
(12) Person who administers and manages one or more fiscal loan funds;
(13) Government Pension Investment Fund;
(14) Japan Bank for International Cooperation and the Okinawa Development Finance Corporation;
(15) Development Bank of Japan;
(16) Agricultural Cooperative or Federation of Fishery Cooperatives engaged in the business of acceptance of deposits or savings;
(17) Person listed in Article 1-9, Item 5 of the Enforcement Ordinance of the FIEA (and registered in accordance with the provisions of Article 33-2 of the FIEA);
(18) Corporation (kabushiki-kaisha) conducting business listed in Article 17-3, Paragraph 2, Item 12 of the Enforcement Regulation of the Banking Act (Ordinance of the Ministry of Finance No. 10 of 1982), that has submitted a notification to the Commissioner of the FSA that the amount of its capital as of its most recent fiscal year end is at least ¥500 million and that its Articles of Incorporation provide that it is engaged in such business;
(19) Limited liability partnership for investments prescribed in Article 2, Paragraph 2 of the Limited Partnership Act for Investment;
(20) (A) Employees’ pension fund (as such term is defined in Article 3, Item 11 of the Supplementary Provisions of Law No. 63 of 2013; the same applies in Item 24), which has submitted a notification in accordance with Article 176, Paragraph 2 of Employees’ Pension Insurance Act (as such Article was effective immediately prior to the amendment to such Act by Article 1 of Law No. 63 of 2013 and are deemed effective due to Article 5, Paragraph 1 of the Supplementary Provisions of Law No. 63 of 2013) and that has submitted a notification to the Commissioner of the FSA that the aggregate amount of its liquid assets and fixed assets less the aggregate amount of its liquid liabilities, payment reserves and excessive reserve balance as described in the balance sheet (only those submitted in accordance with the provisions of Article 39, Paragraph 1 of the Cabinet Office Ordinance Concerning the Employees’ Pension Funds prior to the repeal (Ordinance No. 324 of 1966)) concerning pension accounting for the recent fiscal year is ¥10 billion or more; (B) corporate pension fund that has submitted a notification to the Commissioner of the FSA that the aggregate amount of its liquid assets and fixed assets less the aggregate amount of their liquid liabilities and payment reserves as described in the balance sheet (only those submitted in accordance with the provisions of Article 117, Paragraph 3, Item 1 of the Enforcement Regulations for the Defined-Benefit Corporate Pension Plans Act (Ministry of Health, Labour and Welfare Ordinance No. 22 of 2002)) concerning pension accounting for the recent fiscal year is ¥10 billion or more; or (C) the Pension Fund Association;
(21) Person authorized to do business listed in Article 29, Paragraph 1, Item 1 of the Special Measures against Urban Rehabilitation Act (Law No. 22 of 2002) to the extent of doing business listed in Article 29, Paragraph 1, Item 1 therein and persons authorized to do business listed in Article 71, Paragraph 1, Item 1 of the same law to the extent of doing business listed in Article 71, Paragraph 1, Item 1 therein;
(22) Trust company prescribed in Article 2, Paragraph 2 of the Trust Business Act (Law No. 154 of 2004) (excluding management type trust companies prescribed in Article 2, Paragraph 4 therein) that has submitted a notification to the Commissioner of the FSA;
(23) Non-Japanese trust company prescribed in Article 2, Paragraph 6 of the Trust Business Act (excluding the non-Japanese management type trust companies prescribed in Article 2, Paragraph 7 therein) that has submitted a notification to the Commissioner of the FSA;
(24) Corporation (other than existing employees’ pension fund) that has submitted a notification to the Commissioner of the FSA that it satisfies either of the following requirements (as to a corporation that has submitted a notification described in clause (24)(ii) below is applicable, only those conducting transactions as Operating Partners):
(i) The corporation holds a balance of securities on the date immediately prior to the date of notification (“Nearest Preceding Day”), of ¥1 billion or more; or
(ii) The corporation (excluding those who satisfy paragraph (i)) is an Operating Partner that satisfies each of the following requirements:
(a) Securities Balance, which the corporation holds as an Operating Partner, for the business subject to contribution under the partnership agreement, silent partnership agreement, limited liability partnership agreement, or any agreement similar to any of the above agreements governed under non-Japanese laws and regulations, is ¥1 billion or more as of the Nearest Preceding Day; and
(b) The corporation has obtained, for submitting the notification, the consent of all other partners of the partnership under the partnership agreement, the silent partners of all other silent partnership agreements having rights under the business subject to contribution regarding the silent partnership agreement or all other partners of the partnership under the limited liability partnership agreement, or all other partners under any agreement similar to any of the above agreements governed under non-Japanese laws and regulations;
(25) Special Purpose Company (as provided for in Article 2, Paragraph 3 of the Asset Securitization Act (Law No. 105 of 2008)) which has made a filing with the Commissioner of the FSA as falling under any of the following requirements:
(i) The Specified Assets (as provided for in Article 2, Paragraph 1 of the Asset Securitization Act) in the Asset Securitization Plan as provided for in Article 2, Paragraph 4 of the Asset Securitization Act that has been filed pursuant to Article 4, Paragraph 1 of the Asset Securitization Act, including the securities (or, if a notification pursuant to Article 9, Paragraph 1 of the Asset Securitization Act regarding the amendment of the Asset Securitization Plan has been submitted, the amended Asset Securitization Plan) and the value of such securities is ¥1 billion or more;
(ii) Pursuant to Article 200, Paragraph 1 of the Asset Securitization Act, the Special Purpose Company has entered into a trust agreement regarding the relevant Specified Assets (with limitation to the securities, acquisition and solicitation (as provided for in Article 2, Paragraph 3 of the Act and includes the reorganization issuance procedures prescribed in Article 2-3, Paragraph 2 of the FIEA) which falls under any of the cases as provided for in Article 2, Paragraph 3, Sub-paragraph (ii)(a) of the Act) with a trust company, etc. (which falls under QIIs among the trust companies, etc. provided for in Article 33, Paragraph 1 of the Asset Securitization Act) in order for such company to conduct the management and disposition of such Specified Assets and that there is a resolution of the general meeting of the members of such Special Purpose Company for making such filing; and
(iii) Pursuant to Article 200, Paragraph 2 of the Asset Securitization Act, the Special Purpose Company has entrusted the business regarding management and disposition of the Specified Assets to the Financial Instruments Business Operator (with limitation to the person which conducts the investment management business) which is the assignee of the relevant Specified Assets or to the Financial Instruments Business Operator which has the financial base and personnel that are sufficient to duly conduct the management and disposition of the Specified Assets and that there is a resolution of the general meeting of members of such Special Purpose Company for making such filing.
(26) Individual who has submitted a notification to the Commissioner of the FSA that it satisfies either of the following requirements:
(i) Individual who satisfies each of the following requirements:
(a) Securities Balance, which the individual holds, is ¥1 billion or more as of the Nearest Preceding Day; and
(b) one year has passed since the individual opened an account with the “Financial Instruments Firm and Registered Financial Institution” within the meaning given to it under Article 34 of the FIEA; or
(ii) The individual is an Operating Partner who satisfies each of the following requirements:
(a) Securities Balance, which the individual holds as an Operating Partner, for the business subject to contribution under the partnership agreement, silent partnership agreement, limited liability partnership agreement, or any agreement similar to any of the above agreements governed under non-Japanese laws and regulations, is ¥1 billion or more as of the Nearest Preceding Day; and
(b) The individual has obtained, for purposes of submitting the notification, the required consent of all other partners of the partnership under the partnership agreement, the silent partners of all other silent partnership agreements having rights under the business subject to contribution regarding the silent partnership agreement or all other partners of the partnership under the limited liability partnership agreement, or all other partners under any agreement similar to any of the above agreements governed under non-Japanese laws and regulations;
(27) Person (excluding individuals) conducting the following business in countries other than Japan in compliance with applicable non-Japanese laws and regulations who has submitted a notification to the Commissioner of the FSA that the amount of their stated capital (or capital commitments or total initial capital) as of the date of such notification is equal to or more than the relevant amount stated below:
(i) Type I financial instruments business falling under the category of securities-related business, except for those only engaging in the same type of business as the Type I electronic small amount subscription business as defined in Article 29-4-2, Paragraph 10 of the FIEA: ¥50 million;
(ii) investment management business: ¥50 million;
(iii) banking business prescribed in Article 2, Paragraph 2 of the Banking Act (Law No. 59 of 1981): ¥2 billion;
(iv) insurance business prescribed in Article 2, Paragraph 1 of the Insurance Business Act: ¥1 billion; or
(v) trust business prescribed in Article 2, Paragraph 1 of the Trust Business Act (excluding the management type trust business prescribed in Article 2, Paragraph 3 of the Trust Business Act): ¥100 million;
(28) Non-Japanese government, non-Japanese governmental agency, non-Japanese local government, non-Japanese central bank or an international organization in which the nation of Japan participates (in its capacity a sovereign nation), in each case that has submitted a notification of such status to the Commissioner of the FSA; and
(29) A fund which falls under or similar to the employees’ pension fund or corporate pension fund established in accordance with foreign laws, which has made a filing with the Commissioner of the FSA to the effect that all of the following requirements are met:
(i) Such fund is operated for the purpose of management or delivery of, mainly, retirement funds, retirement allowance or other similar remuneration in a foreign country; and
(ii) The total amount of the assets in the document regarding the financial calculation for the recent business year that is equivalent to the balance sheet, deducted by the total amount of debt, is ¥10 billion or more.
For the purposes of (24) and (26) above, “Operating Partners” means (i) any partner(s) of a partnership to whom management of the business of such partnership is entrusted under a partnership agreement prescribed in Article 667, Paragraph 1 of the Civil Code (Law No. 89 of 1896) (including the operator under a silent partnership agreement prescribed in Article 535 of the Commercial Code (Law No. 48 of 1899), (ii) any partner(s) of a partnership engaging in the decision to conduct any material business of such partnership under a limited liability partnership agreement prescribed in Article 3, Paragraph 1 of the Limited Liability Partnership Act (Law No. 40 of 2005); (iii) any partner(s) of a partnership engaging in the conduct of any material business of such partnership; and (iv) any partner(s) of a partnership with similar powers organized pursuant to non-Japanese laws and regulations).
In summary, an entity is a wholesale client if:
An investor will be a “professional investor” if that person falls into one of the following categories:
Footnotes
“Sophisticated Investor” means:
1.1 A Joint Investment Trust Fund (mutual fund) as defined in the Joint Investment Trust Law, 5754-1994, or a company managing such fund.
1.2 A Provident Fund or a Managing Company (of such funds) as defined in the Regulation of Financial Services (Provident Funds) Law 5765-2005.
1.3 An Insurer as defined in the Regulation of Financial Services (Insurance) Law, 5741-1981.
1.4 A Banking Corporation or Auxiliary Corporation as such terms are defined in the Israeli Banking (Licencing) Law 5741-1981, other than a “joint services company”, purchasing Securities (as such term is defined in the Securities Law “Securities”) for its own account or for the account of customers who are investors listed in section 15A(b) of the Securities Law (“Exempt Investors”). Exempt Investor means: (a) An investor of the type listed in the First Schedule to the Securities Law; (b) An investor incorporated outside of Israel and which, in the opinion of the ISA, is capable of obtaining the information which it requires in order to make a decision to invest in the securities and which would have been included in a prospectus if one had been published; or (c) A Controlling shareholder, a general manager or a director of the corporation whose Securities are being offered, or a corporation under the Control of the aforesaid corporation (the terms “Control” and “Securities” in this definition shall have the meaning ascribed to them in the Securities Law).
1.5 A Portfolio Manager as defined in Section 8(b) of the Regulation of Investment Advice, Investment Marketing and Portfolio Management Law, 1995 (the “Investment Advice Law”), who is purchasing Securities for his own account or for the account of customers which qualify as Exempt Investors.
1.6 An Investment Adviser or an Investment Marketer, as such terms are defined in section 7(c) of the Investment Advice Law, who is purchasing Securities for its own account.
1.7 A Stock Exchange Member (as such term is defined in the Securities Law referring to a member of a stock exchange that holds a license issued pursuant to the Securities Law) purchasing Securities for its own account or for clients who qualify as Exempt Investors.
1.8 An Underwriter (as such term is defined in the Securities Law), qualified in accordance with Section 56(c) of the Securities Law who is purchasing Securities for its own account.
1.9 A Venture Capital Fund, which means a corporation primarily engaged in investments in other corporations which are engaged, at the time of the investment, in research and development or in the production of innovative or high technology products or processes, and where the risk of such investment is typically higher than the risk involved in other investment.
4.1 The aggregate value of the liquid assets (“liquid assets” – cash, deposits, financial assets, as defined in the Investment Advice Law, and traded securities) owned by him exceeds NIS 8,364,177;
4.2 His individual income during each of the last two years exceeds NIS 1,254,627, or the income of the family unit (“family unit” – an individual and his family living with him, or when one’s livelihood is dependent on the other) of which he is a member exceeds NIS 1,881,940;
4.3 The aggregate value of the liquid assets owned by the individual exceeds NIS 5,227,610, and his income during each of the last two years exceeds NIS 627,313 or the income of the family unit of which he is a member exceeds NIS 940,969.
Professional investor as defined under Cayman Islands Law is:
“Professional Investor” under the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the “SFO”) and its subsidiary legislation) means:
(a) any recognised exchange company, recognised clearing house, recognised exchange controller or recognised investor compensation company, or any person authorised to provide automated trading services under section 95(2) of the SFO;
(b) any intermediary, or any other person carrying on the business of the provision of investment services and regulated under the law of any place outside Hong Kong;
(c) any authorized financial institution, or any bank which is not an authorised financial institution but is regulated under the law of any place outside Hong Kong;
(d) any insurer authorized under the Insurance Ordinance (Cap. 41 of the Laws of Hong Kong), or any other person carrying on insurance business and regulated under the law of any place outside Hong Kong;
(e) any scheme which-
(i) is a collective investment scheme authorised under section 104 of the SFO; or
(ii) is similarly constituted under the law of any place outside Hong Kong and, if it is regulated under the law of such place, is permitted to be operated under the law of such place,
or any person by whom any such scheme is operated;
(f) any registered scheme as defined in section 2(1) of the Mandatory Provident Fund Schemes Ordinance (Cap. 485 of the Laws of Hong Kong), or its constituent fund as defined in section 2 of the Mandatory Provident Fund Schemes (General) Regulation (Cap. 485A of the Laws of Hong Kong), or any person who, in relation to any such registered scheme, is an approved trustee or service provider as defined in section 2(1) of that Ordinance or who is an investment manager of any such registered scheme or constituent fund;
(g) any scheme which-
(i) is a registered scheme as defined in section 2(1) of the Occupational Retirement Schemes Ordinance (Cap. 426 of the Laws of Hong Kong); or
(ii) is an offshore scheme as defined in section 2(1) of that Ordinance and, if it is regulated under the law of the place in which it is domiciled, is permitted to be operated under the law of such place,
or any person who, in relation to any such scheme, is an administrator as defined in section 2(1) of that Ordinance;
(h) any government (other than a municipal government authority), any institution which performs the functions of a central bank, or any multilateral agency;
(i) except for the purposes of Schedule 5 to the SFO, any corporation which is-
(i) a wholly owned subsidiary of-
(A) an intermediary, or any other person carrying on the business of the provision of investment services and regulated under the law of any place outside Hong Kong; or
(B) an authorized financial institution, or any bank which is not an authorised financial institution but is regulated under the law of any place outside Hong Kong;
(ii) a holding company which holds all the issued share capital of-
(A) an intermediary, or any other person carrying on the business of the provision of investment services and regulated under the law of any place outside Hong Kong; or
(B) an authorized financial institution, or any bank which is not an authorised financial institution but is regulated under the law of any place outside Hong Kong; or
(iii) any other wholly owned subsidiary of a holding company referred to in subparagraph (ii); or
(j) any person of a class which is prescribed by rules made under section 397 of the SFO for the purposes of this paragraph as within the meaning of this definition for the purposes of the provisions of the SFO, or to the extent that it is prescribed by rules so made as within the meaning of this definition for the purposes of any provision of the SFO.
The first of such classes of additional “professional investor”, under the Securities and Futures (Professional Investor) Rules (Cap. 571D of the Laws of Hong Kong), are:
(k) any trust corporation (registered under Part VIII of the Trustee Ordinance (Cap. 29 of the Laws of Hong Kong) or the equivalent overseas) having been entrusted under the trust or trusts of which it acts as a trustee with total assets of not less than HK$40 million or its equivalent in any foreign currency at the relevant date (see below) or-
(i) as stated in the most recent audited financial statement prepared-
(A) in respect of the trust corporation; and
(B) within 16 months before the relevant date;
(ii) as ascertained by referring to one or more audited financial statements, each being the most recent audited financial statement, prepared-
(A) in respect of the trust or any of the trust; and
(B) within 16 months before the relevant date; or
(iii) as ascertained by referring to one or more custodian (see below) statements issued to the trust corporation-
(A) in respect of the trust or any of the trusts; and
(B) within 12 months before the relevant date;
(l) any individual, either alone or with any of his associates (the spouse or any child) on a joint account, having a portfolio (see below) of not less than HK$8 million or its equivalent in any foreign currency at the relevant date or-
(i) as stated in a certificate issued by an auditor or a certified public accountant of the individual within 12 months before the relevant date; or
(ii) as ascertained by referring to one or more custodian statements issued to the individual (either alone or with the associate) within 12 months before the relevant date;
(m) any corporation or partnership having-
(i) a portfolio of not less than HK$8 million or its equivalent in any foreign currency; or
(ii) total assets of not less than HK$40 million or its equivalent in any foreign currency, at the relevant date, or as ascertained by referring to-
(iii) the most recent audited financial statement prepared-
(A) in respect of the corporation or partnership (as the case may be); and
(B) within 16 months before the relevant date; or
(iv) one or more custodian statements issued to the corporation or partnership (as the case may be) within 12 months before the relevant date; and
(n) any corporation the sole business of which is to hold investments and which at the relevant date is wholly owned by any one or more of the following persons-
(i) a trust corporation that falls within the description in paragraph (k);
(ii) an individual who, either alone or with any of his or her associates on a joint account, falls within the description in paragraph (k);
(iii) a corporation that falls within the description in paragraph (m);
(iv) a partnership that falls within the description in paragraph (m).
For the purposes of paragraphs (k) to (n) above:
An institutional investor as defined in Section 4A of the SFA and Securities and Futures (Classes of Investors) Regulations 2018 is:
(a) the Singapore Government;
(b) a statutory board as may be prescribed by regulations made under section 341 of the SFA, as prescribed in the Second Schedule of the Securities and Futures (Classes of Investors) Regulations 2018;
(c) an entity that is wholly and beneficially owned, whether directly or indirectly, by a central government of a country and whose principal activity is —
(i) to manage its own funds;
(ii) to manage the funds of the central government of that country (which may include the reserves of that central government and any pension or provident fund of that country); or
(iii) to manage the funds (which may include the reserves of that central government and any pension or provident fund of that country) of another entity that is wholly and beneficially owned, whether directly or indirectly, by the central government of that country;
(d) any entity —
(i) that is wholly and beneficially owned, whether directly or indirectly, by the central government of a country; and
(ii) whose funds are managed by an entity mentioned in sub‑paragraph (c);
(e) a bank that is licensed under the Banking Act 1970;
(f) a merchant bank that is licensed under the Banking Act 1970;
(g) a finance company that is licensed under the Finance Companies Act 1967;
(h) a company or co‑operative society that is licensed under the Insurance Act 1966 to carry on insurance business in Singapore;
(i) a company licensed under the Trust Companies Act 2005;
(j) a holder of a capital markets services licence;
(k) an approved exchange;
(l) a recognised market operator;
(m) an approved clearing house;
(n) a recognised clearing house;
(o) a licensed trade repository;
(p) a licensed foreign trade repository;
(q) an approved holding company;
(r) a Depository as defined in section 81SF of the SFA;
(s) a pension fund, or collective investment scheme, whether constituted in Singapore or elsewhere;
(t) a person (other than an individual) who carries on the business of dealing in bonds with accredited investors or expert investors;
(u) a designated market‑maker as defined in paragraph 1 of the Second Schedule to the Securities and Futures (Licensing and Conduct of Business) Regulations;
(v) a headquarters company or Finance and Treasury Centre which carries on a class of business involving fund management, where such business has been approved as a qualifying service in relation to that headquarters company or Finance and Treasury Centre under section 43D(2)(a) or 43E(2)(a) of the Income Tax Act 1947;
(w) a person who undertakes fund management activity (whether in Singapore or elsewhere) on behalf of not more than 30 qualified investors;
(x) a Service Company (as defined in regulation 2 of the Insurance (Lloyd’s Asia Scheme) Regulations) which carries on business as an agent of a member of Lloyd’s;
(y) a corporation the entire share capital of which is owned by an institutional investor or by persons all of whom are institutional investors;
(z) a partnership (other than a limited liability partnership within the meaning of the Limited Liability Partnerships Act 2005) in which each partner is an institutional investor.
An accredited investor as defined in Section 4A of the SFA and Securities and Futures (Classes of Investors) Regulations 2018 is:
(i) an individual —
(A) whose net personal assets exceed in value $2 million (or its equivalent in a foreign currency) or such other amount as the Authority may prescribe in place of the first amount;
(B) whose financial assets (net of any related liabilities) exceed in value $1 million (or its equivalent in a foreign currency) or such other amount as the Authority may prescribe in place of the first amount, where “financial asset” means —
(BA) a deposit as defined in section 4B of the Banking Act 1970;
(BB) an investment product as defined in section 2(1) of the Financial Advisers Act 2001; or
(BC) any other asset as may be prescribed by regulations made under section 341; or
(C) whose income in the preceding 12 months is not less than $300,000 (or its equivalent in a foreign currency) or such other amount as the Authority may prescribe in place of the first amount;
(ii) a corporation with net assets exceeding $10 million in value (or its equivalent in a foreign currency) or such other amount as the Authority may prescribe, in place of the first amount, as determined by —
(A) the most recent audited balance sheet of the corporation; or
(B) where the corporation is not required to prepare audited accounts regularly, a balance sheet of the corporation certified by the corporation as giving a true and fair view of the state of affairs of the corporation as of the date of the balance sheet, which date must be within the preceding 12 months;
(iii) A trustee of a trust which all the beneficiaries are accredited investors; or
(iv) A trustee of a trust which the subject matter exceeds S$10 million; or
(v) An entity (other than a corporation) with net assets exceeding S$10 million (or its equivalent in a foreign currency) in value. “Entity” includes an unincorporated association, a partnership and the government of any state, but does not include a trust; or
(vi) A partnership (other than a limited liability partnership) in which every partner is an accredited investor; or
(vii) A corporation which the entire share capital is owned by one or more persons, all of whom are accredited investors.
Continuation solutions encompass a host of transaction types in which a GP secures interim liquidity and/or additional primary capital for their LPs in a strongly performing asset, or set of assets, that the GP will continue to own and control. Specifically, they include continuation funds, new funds created by GPs for the purpose of acquiring the asset(s) that continue to be managed by the same GP and capitalized by one or several secondary buyers, or equity recapitalizations involving a direct equity or structured equity investment into a portfolio company. These transactions can also include a parallel investment from the GP’s latest fund into that same pool of assets (a “cross-fund trade”).