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Accreditation Terms

SWITZERLAND

 

Declaration and Liability

To invest in Rosebrook's opportunities, it is necessary to be an Accredited Investor as per the regulations in your jurisdiction. Please note that regulations may change periodically, and the latest version will apply. By confirming that you meet one of the criteria mentioned below, you acknowledge that Rosebrook relies on your statement to grant access to this website.

 

Individual Accreditation (article 5(1) FinSA)

  1. High Net Worth Person: Your net worth is at least CHF 2,000,000 or its equivalent in any currency.

  2. Sophisticated Person: Your net worth is at least CHF 2,000,000 or its equivalent in any currency and you (or your representative) have the necessary knowledge to understand the risks associated with transactions in financial instruments intended for qualified investors.

  3. Regulated Person: You are regulated by a financial regulatory authority in your jurisdiction, such as an investment advisor or broker-dealer.

 

Entity Accreditation (article 4(3) FinSA)

  1. Public law institution with professional treasury management: have the necessary knowledge to understand the risks associated with transactions in financial instruments intended for qualified investors.

  2. Retirement benefits institution with professional treasury management: have the necessary knowledge to understand the risks associated with transactions in financial instruments intended for qualified investors

  3. Company with professional treasury management: have the necessary knowledge to understand the risks associated with transactions in financial instruments intended for qualified investors.

  4. Private investment structure with professional treasury management: have the necessary knowledge to understand the risks associated with transactions in financial instruments intended for qualified investors.

  5. Does your entity meet at least two of the following requirements?

a. have a balance sheet total of at least CHF 20,000,000;

b. have a net turnover of at least CHF 40,000,000;

c. own funds of at least CHF 2,000,000.

 

Investment Stage and Accreditation Criteria

  • For investment purposes, you may need to provide evidence that you meet specific accreditation criteria.

  • If you have questions about the accreditation criteria or your compliance with them, please consult with a attorney, certified public accountant, broker-dealer, or investment adviser.

 

 

 

UNITED STATES

 

Declaration and Liability

To invest in Rosebrook's opportunities, it is necessary to be an Accredited Investor as per the regulations in your jurisdiction. Please note that regulations may change periodically, and the latest version will apply. By confirming that you meet one of the criteria mentioned below, you acknowledge that Rosebrook relies on your statement to grant access to this website.

 

Individual/Joint Accounts Accreditation

Net Worth: Individual or joint net worth (including assets held separately) exceeding $1,000,000, excluding the primary residence and associated debts.

Income:

  1. Individual income exceeding $200,000 in each of the past two calendar years.

  2. Joint income with spouse or cohabitant equivalent exceeding $300,000 in each of the past two calendar years.

  3. Expectation of individual or joint income meeting the above thresholds in the current calendar year.

Regulated Person: Hold one or more of the following licenses: General Securities Representative (Series 7), Private Securities Offerings Representative (Series 82), or Investment Adviser Representative (Series 65).

 

Entity Accreditation

  1. Ownership: Wholly owned by Accredited Investors, including indirect ownership such as shareholders, unit holders, or limited partners of the entity.

  2. Total Assets: Possess total assets exceeding $5,000,000; and not formed solely to acquire interests in Rosebrook's opportunities (applies to corporations, partnerships, limited liability companies, business trusts, and non-profit organizations).

  3. Investments: Own investments exceeding $5,000,000 (as defined in Rule 2a51-1(b) under the Investment Company Act); and not formed solely to acquire interests in Rosebrook's opportunities.

 

Institutional and Regulatory Status:

  • Bank, savings and loan association, or institution mentioned in Section 3(a)(5)(A) of the Securities Act, acting in individual or fiduciary capacity.

  • Registered broker-dealer, registered investment adviser, or unregistered investment adviser relying on the Advisers Act exemption.

  • Insurance company.

  • Investment company, business development company, or Small Business Investment Company licensed by the U.S. Small Business Administration.

  • Rural Business Investment Company.

  • Plan established and maintained by a state, political subdivisions, or agency for employee benefits, with total assets exceeding $5,000,000.

  • Employee benefit plan with investment decisions made by accredited investors or qualified fiduciaries.

  • Private business development company.

  • Family office meeting the specified criteria under the Advisers Act with assets under management exceeding $5,000,000 and not formed solely for acquiring Rosebrook's interests (“Qualified Family Office”).

  • Family clients directed by a Family Office as described above.

 

Trust Accreditation

  1. Irrevocable Trust: Total assets exceeding $5,000,000; and directed by an individual with financial and business expertise to evaluate investment merits and risks.

  2. Revocable Trust: The grantor or settlor of the trust is an Accredited Investor, regardless of the trust's purpose.

 

Investment Stage and Accreditation Criteria

  • For investment purposes, you will need to provide evidence that you meet specific accreditation criteria.

  • If you have questions about the accreditation criteria or your compliance with them, please consult with a attorney, certified public accountant, broker-dealer, or investment adviser.

 

 

 

UNITED KINGDOM

 

Individual Accreditation

Under the laws of the United Kingdom only High net worth individuals and Sophisticated investors are allowed to invest in Rosebrook's opportunities.

 

(A) In order to qualify as a High Net Worth Individual, you shall make a statement as follows: I declare that I am a certified High net worth individual for the purposes of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001. I understand that this means: (a) I can receive financial promotions that may not have been approved by a person authorised by the Financial Conduct Authority; (b) the content of such financial promotions may not conform to rules issued by the Financial Conduct Authority (or its predecessor, namely the Financial Services Authority); (c) by signing this statement I may lose significant rights; (d) I may have no right to complain to either of the following: (i) the Financial Conduct Authority; or (ii) the Financial Ombudsman Scheme; and (e) I may have no right to seek compensation from the Financial Services Compensation Scheme. I am a certified High net worth individual because at least one of the following applies: (a) I had, during the immediately preceding financial year, an annual income to the value of £100,000 or more; (b) I held, throughout the immediately preceding financial year, net assets to the value of £250,000 or more. Net assets for these purposes do not include: (i) the property which is my primary residence or any loan secured on that residence; (ii) any rights of mine under a qualifying contract of insurance within the meaning of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001; or (iii) any benefits (in the form of pensions or otherwise) which are payable on the termination of my service or on my death or retirement and to which I am (or my dependants are), or may be, entitled.

 

(B) In order to qualify as a Sophisticated Investor, you shall make the following statement: "I declare that I am a self-certified sophisticated investor for the purposes of the restriction on promotion of non-mainstream pooled investments. I understand that this means: (i) I can receive promotional communications made by a person who is authorised by the Financial Conduct Authority which relate to investment activity in non-mainstream pooled investments; (ii) the investments to which the promotions will relate may expose me to a significant risk of losing all of the property invested. I am a self-certified sophisticated investor because at least one of the following applies: (a) I am a member of a network or syndicate of business angels and have been so for at least the last six months prior to the current date; (b) I have made more than one investment in an unlisted company in the two years prior to the current date; (c) I am working, or have worked in the two years prior to the current date, in a professional capacity in the private equity sector, or in the provision of finance for small and medium enterprises; (d) I am currently, or have been in the two years prior to the current date, a director of a company with an annual turnover of at least £1m. I accept that the investments to which the promotions will relate may expose me to a significant risk of losing all of the money or other property invested. I am aware that it is open to me seek advice from someone who specialises in advising on non-mainstream pooled investments."

 

WARNING: The content of promotions made on the Rosebrook's website has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000. Reliance on these promotions for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested.

 

I hereby confirm that I am a Sophisticated Investor / High Net Worth individual and acknowledge that Rosebrook is relying on my declaration in allowing me to view the contents of this website and that any misstatement on my behalf may subject me to civil and/or criminal liability. If you have any questions regarding the accreditation criteria above or your compliance with those criteria, please consult with a legal counsel.

 

Accreditation of legal entities and unincorporated bodies

Under the laws of the United Kingdom only High net worth bodies are allowed to invest in Rosebrook's opportunities. In order to qualify as a High net worth body, the investor shall meet one of the following criteria: (a) The investor has called-up share capital (within the meaning given in the sec. 547 of the Companies Act 2006) or net assets of: - at least £500,000, if the investor has over 20 members or is a subsidiary undertaking of an undertaking which has over 20 members; or - at least £5,000,000, if the investor has up to 20 members or is a subsidiary undertaking of an undertaking which has up to 20 members (b) The investor is a trustee of a high value trust, i.e. a trust where the aggregate value of the cash and investments which form part of the trust's assets (before deducting the amount of its liabilities) is at least £10,000,000; or has been at least £10,000,000 at anytime during the immediately preceding year (c) The investor is an unincorporated association or partnership which has net assets of at least GBP 5,000,000.

 

WARNING: The content of promotions made on the Rosebrook's website has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000. Reliance on these promotions for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested.

 

I hereby confirm that the Investor that I represent is a High Net Worth body and acknowledge that Rosebrook is relying on my declaration in allowing the Investor to view the contents of this website and that any misstatement on my behalf may subject me to civil and/or criminal liability. If you have any questions regarding the accreditation criteria above or the Investor's compliance with those criteria, please consult with a legal counsel.

 

 

 

EUROPEAN UNION COUNTRIES

 

Declaration and Liability

Under the EU regulations, only you as a Professional Client are allowed to invest in Rosebrook's opportunities. To qualify as a Professional Client, please confirm that you meet at least two of the following criteria. By confirming that you meet the criteria mentioned below, you acknowledge that Rosebrook relies on your statement to grant access to this website.

 

Individual Accreditation

  1. Portfolio Value: You hold a portfolio of financial instruments worth more than €500,000.

  2. Transaction Experience: You have carried out an average of at least ten transactions, in significant size, in unlisted shares per quarter over the previous four quarters.

  3. Professional Experience: You have held a professional position in the financial sector for at least one year that required knowledge of investments in financial instruments.

 

Entity Accreditation

  1. Portfolio Value: Your entity holds a portfolio of financial instruments worth more than €500,000.

  2. Transaction Experience: Your entity has carried out an average of at least ten transactions, in significant size, in unlisted shares per quarter over the previous four quarters.

  3. Professional Experience: Your entity has held a professional position in the financial sector for at least one year that required knowledge of investments in financial instruments.

  4. Authorization or Regulation: Your entity is required to be authorized or regulated to operate in the financial markets in the EU. This may include being a credit institution, an investment firm, an insurance company, a collective investment scheme, or similar entities.

  5. Government or Public Body: Your entity is a national or regional government, a public body managing public debt at the national or regional level, a central bank, or an international and supranational institution.

  6. Institutional Investor: Your entity is an institutional investor whose main activity is to invest in financial instruments.

  7. Does your entity meet at least two of the following requirements?

a. have a balance sheet total of at least € 20,000,000;

b. have a net turnover of at least € 40,000,000;

c. own funds of at least € 2,000,000.

 

Investment Stage and Accreditation Criteria

  • For investment purposes, you may need to provide evidence that you meet specific accreditation criteria.

  • If you have questions about the accreditation criteria or your compliance with them, please consult with a licensed attorney, certified public accountant, registered broker-dealer, or registered investment adviser.

 

 

 

CANADA

 

Declaration and Liability

To invest in Rosebrook's opportunities, it is necessary to be an Accredited Investor as per the regulations in your jurisdiction. Please note that regulations may change periodically, and the latest version will apply. By confirming that you meet one of the criteria mentioned below, you acknowledge that Rosebrook relies on your statement to grant access to this website.

 

Individual/Joint Accounts Accreditation

  1. Financial Assets: Beneficially own financial assets, either individually or jointly with a spouse, with an aggregate realizable value (net of liabilities) exceeding CAD $1,000,000.

  2. Net Assets: Possess net assets, either individually or jointly with a spouse, of at least CAD $5,000,000.

  3. Income:

a. Have a net income before taxes of over CAD $200,000 in each of the past two calendar years; or

b. Expect to have a net income exceeding CAD $200,000 in the current calendar year; or

c. Combined net income before taxes with a spouse exceeds CAD $300,000 in each of the past two calendar years; or

d. Expect combined net income with a spouse to exceed CAD $300,000 in the current calendar year.

 

Trust Accreditation

  1. Established by an Accredited investor, with the majority of trustees being Accredited investors; and

  2. All beneficiaries of the trust are family members of the Accredited investor.

 

Accreditation of Corporations, Partnerships, Trust Companies, and Public Entities

  1. Ownership: All owners of interests, except required voting securities held by directors, are Accredited Investors, as defined above.

  2. Net Assets: Possess net assets of at least CAD $5,000,000 based on the most recently prepared financial statements and not created solely for the purpose of purchasing or holding securities.

  3. Registered Adviser or Dealer

  4. Managed Account: Person acting on behalf of a fully managed account, provided the person is registered or authorized as an adviser or equivalent under Canadian securities legislation or foreign jurisdiction.

  5. Investment Funds: Investment fund that distributes securities only to Accredited investors, or according to specific prospectus exemptions, or with a receipt from a regulator for a prospectus in Canada or advised by a registered adviser or exempt from registration as an adviser.

  6. Trust Companies: Trust company or trust corporation registered/authorized under the Trust and Loan Companies Act (Canada) or similar legislation in Canada or a foreign jurisdiction acting on behalf of a fully managed account.

  7. Financial Institutions: Bank, trust company, corporation, or insurance company or its 100% subsidiary.

  8. Business Development Bank: Business Development Bank of Canada or its 100% subsidiary.

  9. Schedule III Bank: Foreign bank conducting business in Canada or its 100% subsidiary.

  10. Government Entities: National, territorial, or municipal government of Canada or a foreign jurisdiction; or a wholly owned entity of the Government of Canada or a Canadian jurisdiction; or a municipality, public board, or commission in Canada.

 

Investment Stage and Accreditation Criteria

  • For investment purposes, you may need to provide evidence that you meet specific accreditation criteria.

  • If you have questions about the accreditation criteria or your compliance with them, please consult with a attorney, certified public accountant, broker-dealer, or investment adviser.

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SINGAPORE

 

Declaration and Liability

Under the laws of Singapore, only Accredited Investors are allowed to invest in Rosebrook's opportunities. In order to qualify as an Accredited Investor, please confirm that you meet at least one of the following criteria. By confirming that you meet one of the criteria mentioned below, you acknowledge that Rosebrook relies on your statement to grant access to this website.

 

Individual Accreditation

  1. Net Assets: Your net assets exceed in value S$2,000,000 or its equivalent in a foreign currency. The value of your primary residence should be calculated by deducting any outstanding amounts of secured credit facility from the estimated fair market value, with the lower value considered between the calculated value and S$1,000,000.

  2. Financial Assets: Your financial assets, net of any related liabilities, exceed in value S$1m or its equivalent in a foreign currency.

 

Corporation and Partnership Accreditation

  1. Share Capital: The entire share capital of the investor is owned by Accredited investors.

  2. Partnership: The investor is a partnership (excluding limited liability partnerships) in which every partner is an Accredited investor.

  3. Net Assets: The net assets of the investor (corporation) exceed in value S$2,000,000 or its equivalent in a foreign currency.

  4. Entity: The investor is an entity (other than a corporation) with net assets exceeding in value S$10,000,000.

  5. Institutional Investor: The investor is an institutional investor, such as a bank, exchange, holder of a capital markets services license, recognized market operator, pension fund, collective investment scheme, etc.

 

Trust Accreditation

  1. Beneficiaries: All the beneficiaries of the trust are Accredited Investors.

  2. Settlors: All the settlors of the trust are Accredited Investors who have reserved to themselves (a) all powers of investment and asset management functions under the trust and (b) the power to revoke the trust.

  3. Subject Matter: The subject matter of the trust exceeds in value S$10,000,000.

 

 

 

REST OF THE WORLD

 

Declaration and Liability

To invest in Rosebrook's opportunities, it is necessary to be an Accredited Investor as per the regulations in your jurisdiction. Please note that regulations may change periodically, and the latest version will apply. By confirming that you meet one of the criteria mentioned below, you acknowledge that Rosebrook relies on your statement to grant access to this website.

 

Individual Accreditation

  1. High Net Worth Person: Your net worth is at least USD $1,000,000 or its equivalent in any currency.

  2. Sophisticated Person: You have knowledge and experience in financial and business matters, enabling you to evaluate proposed transactions. Additionally, you participate in transactions with a value of at least USD $100,000 or its equivalent in any currency for each single transaction.

  3. Regulated Person: You are regulated by a financial regulatory authority in your jurisdiction, such as an investment advisor or broker-dealer.

 

Corporate Accreditation

  1. All shareholders, unit holders, or limited partners of the entity are individually: High Net Worth Persons, Sophisticated Persons or Regulated Persons, as defined above.

  2. Total Assets: The entity has total assets of at least USD $5,000,000 or its equivalent in any currency.

  3. Sophisticated Persons: The entity is regulated by a recognized regulatory authority, or is predominantly an institutional investor.

  4. Listed Securities: The entity's securities are listed on a securities exchange.

 

Investment Stage and Accreditation Criteria

  • For investment purposes, you may need to provide evidence that you meet specific accreditation criteria.

  • If you have questions about the accreditation criteria or your compliance with them, please consult with a attorney, certified public accountant, broker-dealer, or investment adviser.

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Version 24 May 2024

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