Terms & Conditions

Please read carefully the following disclosure which sets out important information that you need to know and agree to in order to enter this section of the web site. This section is intended only for Canadian residents who are eligible to invest in the HGC Arbitrage Fund LP & the HGC Credit Opportunities Fund LP (the “Funds”) under National Instrument 45-106 – Prospectus and Registration Exemptions (“NI 45-106”). Therefore, only investors who meet the eligibility criteria should be accessing this section of the web site.

If you meet the eligibility criteria set out below, please click the “Accept” button below to confirm that you have read and agree to the terms and conditions set out in this disclosure. Otherwise, click “Cancel” and you will be redirected to the last active page. Qualified investors must rely on one of the following exemptions available to purchase units of the Funds:

ACCREDITED INVESTOR EXEMPTION:
The Funds will accept subscriptions from investors who meet the criteria to be considered an “accredited investor” under NI 45-106. The definition of “accredited investor” may be found below.
MINIMUM AMOUNT EXEMPTION:
Other than in connection with the Accredited Investor Exemption and the Offering Memorandum Exemption, the minimum investment in the Funds is $150,000 to qualify under NI 45-106.
To qualify as an “accredited investor” under NI 45-106, the investor, or the beneficial owners of the investor, is one of the following:

a Canadian financial institution, or a Schedule III bank;
the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);
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;
a person registered under the securities legislation of a jurisdiction of Canada as an adviser 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 and Labrador);
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);
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;
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;
any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;
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;
an individual who, either alone or with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000;
an individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year; (Note: If individual accredited investors wish to purchase through wholly-owned holding companies or similar entities, such purchasing entities must qualify under section (t) below, which must be initialled.)
an individual who, either alone or with a spouse, has net assets of at least $5,000,000;
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;
an investment fund that distributes or has distributed its securities only to a person that acquires or acquired securities in the circumstances referred to in section 2.10 and 2.19 of NI 45- 106, or a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 of NI 45-106;
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;
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 managed by the trust company or trust corporation, as the case may be;
a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction; and in Ontario, is purchasing a security that is not a security of an investment fund;
a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded;
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;
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;
an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser, or;
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.