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Accredited Investor

The purpose of the following questionnaire is for Apogee Global Advisors, Inc. ("Apogee") to determine whether you meet certain minimum eligibility standards as an investor in Apogee Global Fund, LLC or as a U.S. investor in Apogee International Gold Fund, Ltd. and whether you may receive a password to access additional information on Apogee's website. Please complete this questionnaire for, or on behalf of, the person or entity that is considering the investment (i.e., if your trust is the contemplated investor, please complete this form on behalf of the trust). A password will be granted only to individuals and entities who are "accredited investors" within the meaning of Regulation D under the U.S. Securities Act of 1933, as amended (the "1933 Act"), and "qualified purchasers" as defined under the U.S. Investment Company Act of 1940, as amended (the "Company Act").

Individual
Either individually or together with your spouse, you have a net worth* in excess of $1,000,000.
You had individual income (exclusive of any income attributable to your spouse) of more than $200,000 in each of the past two years, or joint income with your spouse of more than $300,000 in each of those years, and you reasonably expect to reach the same income level in the current year.
You are a director, executive officer or general partner of the Apogee fund into which you wish to invest, or any director, executive officer or general partner of a general partner of the Apogee fund into which you wish to invest.
Trusts
You are a trust (i) that has total assets in excess of $5,000,000, (ii) that was not formed for the specific purpose of investing in an Apogee -managed investment product, and (iii) your investment in the Apogee private placement product is directed by a person who has such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of an investment in an Apogee -managed investment product
You are a revocable trust which may be amended or revoked at any time by the grantors thereof, the tax benefits of investments made by the trust pass through to the grantors and all of the grantors are accredited investors.
You are a trust, the fiduciary of which is a "bank" as defined in Section 3(a)(2) of the 1933 Act or a savings and loan association or other institution referred to in Section 3(a)(5)(A) of the 1933 Act.
Corporations, Partnerships, Limited Liability Companies and Certain Other Entities
You are a corporation, partnership, limited liability company or limited partnership, not formed for the specific purpose of investing in an Apogee -managed investment product, with total assets in excess of $5,000,000
Each shareholder, partner, or other equity owner of yours is an "accredited investor" as described herein.
Foundations, Endowments and Massachusetts and similar business trusts
You are a Massachusetts or similar business trust, or an organization described in Section 501(c)(3) of the Internal Revenue Code, not formed for the specific purpose of investing in an Apogee -managed investment product, with total assets in excess of $5,000,000
Each shareholder, partner, or other equity owner of yours is an "accredited investor" as described herein.
Retirement Plans/ERISA
You are an Individual Retirement Account (IRA), a Keogh Plan covering only a self-employed individual or a self-directed plan (i.e., a tax-qualified defined contribution plan in which a participant may exercise control over the investment of assets credited to his or her account) in which all persons who make investment decisions (i.e., participants) are accredited investors.
You are an employee benefit plan within the meaning of the United States Employee Retirement Income Security Act of 1974, as amended ("ERISA") and the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company or registered investment adviser.
You are an employee benefit plan within the meaning of ERISA, or a plan established and maintained by a state or its political subdivisions or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, in each case with total assets in excess of $5,000,000.
Banks, Savings and Loans and other Institutions
You are a bank as defined in Section 3(a)(2) of the 1933 Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the 1933 Act whether acting in its individual or fiduciary capacity, any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934, an investment company registered under the Company Act or a business development company as defined in Section 2(a)(48) of the Company Act, a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, or an insurance company as defined in Section 2(13) of the 1933 Act.

As used herein, "net worth" means the excess of total assets at fair market value, including home furnishings (but exclusive of primary residence up to its fair market value) and automobiles, over total liabilities. Note that any indebtedness secured by primary residence in excess of the fair market value of primary residence should be considered a liability and deducted from net worth.

Qualified Purchaser
Individuals
You own not less than $5,000,000 in investments,** including any investments held jointly, in community property or other similarly shared ownership interest with your spouse, including the amount of your investment held in an individual retirement account or similar account and the investments of which are directed by and held for your benefit.**
"Family" Corporations, "Family" Partnerships, "Family" Limited Liability Companies, "Family" Trusts or other "Family" Entities
You are an entity that (i) owns as at least $5,000,000 in investments (as defined in the footnote); AND (iii) is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouse (including former spouses), 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.
Trusts
You are a trust (i) that was not formed for the specific purpose of investing in Apogee -managed investment products; AND (ii) the trustee or other authorized person making decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a "qualified purchaser" (A) as described in I or II of this questionnaire or (B) because it is a 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
The Trust is a "Family Trust" and qualifies under II above.
Certain Other Entities
You are an entity (i) that was not formed for the specific purpose of investing in Apogee -managed investment products; AND (ii) acting for your own account or the accounts of other qualified purchasers, and you in the aggregate own and invest on a discretionary basis, not less than $25,000,000 in investments
You are an entity in which each beneficial owner of your securities is a "qualified purchaser" as described in this questionnaire.
IRA or Self-Directed Plan
You are an IRA or a self-directed pension plan and the individual who established the IRA or the individual responsible for directing the investment of assets in the Apogee managed product is an individual who owns not less than $5,000,000 in investments.
Employee Benefit Plans
You are an employee benefit plan that (i) owns not less than $25,000,000 in investments and (ii) does not permit its participants to decide whether and how much to invest in particular investment alternatives.
Knowledgeable Employees
You are an individual who is a "knowledgeable employee" as defined in Rule 3c-5 under the Company Act including, but not limited to, a director, executive officer, trustee, general partner, advisory board member, or an employee of the Apogee managed product or the general partner of the Apogee managed product (other than an employee performing solely clerical, secretarial or administrative functions) who has participated in investment activities of the Apogee managed product or a similar entity for at least twelve (12) months.
Qualified Institutional Buyers
You are a "qualified institutional buyer" as defined in Rule 144A under the 1933 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.

* The term "investments" shall mean any or all (1) securities (as defined in 1933 Act), except for securities of issuers controlled by the Investor ("Control Securities") unless (A) the issuer of the Control Securities is itself a registered or private investment company or is excepted from the definition of investment company by Rule 3a-6 or Rule 3a-7 under the Company Act, (B) the Control Securities represent securities of an issuer that files reports pursuant to Section 13 or 15(d) of the United States Securities Exchange Act of 1934, (C) the issuer of the Control Securities has a class of securities listed on a designated offshore securities market under Regulation S under the 1933 Act or (D) the issuer of the Control Securities is a private company with shareholders' equity not less than $50 million determined in accordance with generally accepted accounting principles, as reflected in the company's most recent financial statements (provided such financial statements were issued within 16 months of the date of the Investor's purchase of Interests); (2) futures contracts or options thereon held for investment purposes, (3) physical commodities held for investment purposes; (4) swaps and other similar financial contracts entered into for investment purposes; (5) real estate held for investment purposes; and (6) cash and cash equivalents held for investment purposes.

* In determining whether spouses who are making a joint investment are qualified purchasers, there may be included in the amount of each spouse's investments any investments owned by the other spouse (whether or not such investments are held jointly).

US / NON-US Person

I hereby certify that I am NOT a U.S. Person (as defined below)

  1. "U.S. person" means:
    1. Any natural person resident in the United States;
    2. Any partnership or corporation organized or incorporated under the laws of the United States;
    3. Any estate of which any executor or administrator is a U.S. person;
    4. Any trust of which any trustee is a U.S. person;
    5. Any agency or branch of a foreign entity located in the United States;
    6. Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;
    7. Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States;
    8. Any partnership or corporation if:
      1. Organized or incorporated under the laws of any foreign jurisdiction;
      2. Formed by a U.S. person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a)) who are not natural persons, estates or trusts.
  1. The following are not "U.S. persons":
    1. Any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;
    2. Any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if:
      1. An executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate;
      2. The estate is governed by foreign law;
    3. Any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person;
    4. An employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;
    5. Any agency or branch of a U.S. person located outside the United States if:
      1. The agency or branch operates for valid business reasons;
      2. The agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located;
    6. The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.
Terms of Use

 

The information contained on this website does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein.  No such offer or solicitation will be made prior to the delivery of definitive offering documents and other materials relating to the matters herein.  Before making an investment decision to invest in either of the two investment vehicles managed by Apogee Global Advisors, Inc. (“Apogee” or the “Investment Manager”): Apogee Global Fund, LLC (“Apogee Global Fund”) or Apogee International Gold Fund, Ltd. (the “Apogee International Gold” and together with the “Apogee Global Fund,” the “Funds”), potential investors are advised to read carefully all offering documentation provided to you by Apogee (including any relevant underlying agreements) and the related subscription documents (together, the “offering documents”) regarding the relevant Fund, and to consult with their tax, ERISA, legal and financial advisors. 

 

No information is warranted by the Investment Manager or its affiliates or subsidiaries as to completeness or accuracy, express or implied, and is subject to change without notice.  This document may contain forward-looking statements, including observations about markets and industry and regulatory trends as of the original date of this document.  Forward-looking statements may be identified by, among other things, the use of words such as “expects,” “anticipates,” “believes,” or “estimates,” or the negatives of these terms, and similar expressions.  Forward-looking statements reflect the Investment Manager’s views as of such date with respect to possible future events.  Actual results could differ materially from those in the forward-looking statements as a result of factors beyond the applicable Fund’s control.  Investors are cautioned not to place undue reliance on such statements.  No party has an obligation to update any of the forward-looking statements in this document.

 

These materials should only be considered current as of the date of publication without regard to the date on which you may receive or access the information.  The Investment Manager maintains the right to delete or modify information without prior notice.

 

Apogee may determine, in its sole discretion, the suitability of a potential investor to invest in the relevant Fund before providing offering documents to such investor, and Apogee reserves the right to refuse to provide offering documents to any potential investor.

 

This following discussion contains a preliminary summary of the purpose and principal business of the Funds; this summary does not purport to be complete and is qualified in its entirety by reference to the more detailed discussions to be contained in the respective Fund’s offering documents.  Apogee has the ability in its sole discretion to change the strategies described herein.

 

This information is being provided to you on a confidential basis solely to assist you in deciding whether or not to proceed with a further investigation with Apogee or in a Fund.  Accordingly, this document may not be reproduced in whole or part, and may not be delivered to any person without the consent of Apogee.

 

The information contained in this communication is not audited (unless otherwise indicated) and is based upon estimates and assumptions.  No information is warranted by Apogee or its affiliates or subsidiaries as to completeness or accuracy, express or implied, and is subject to change without notice.  To the extent that these materials contain statements about the future, such statements are forward looking and subject to a number of risks and uncertainties, including, but not limited to, the impact of competitive products, product demand and market acceptance risks, reliance on key strategic alliances, fluctuations in operating results and other risks.

 

These materials should only be considered current as of the date indicated without regard to the date on which you may access the information.  Apogee maintains the right to delete or modify information without prior notice. 

 

The past performance of Apogee, the Funds or managed accounts managed by Apogee, its affiliates and/or any of its shareholders, principals or employees is not necessarily indicative of future results.

 

An investment with Apogee, in a Fund or a managed account, like all investments, contains risk including the risk of total loss.  Such risks and uncertainties include but are not limited to the impact of competitive products, product demand and market acceptance risks, reliance on key strategic alliances, fluctuations in operating results and other risks.

 

The specific terms of an investment in a Fund are subject to the offering materials.  Such terms may change between the time you access this website and the time such offering materials are provided.

  

There is no guarantee that Apogee Gold Fund or Apogee can or will meet its stated objectives.

 

Terms and Conditions of Use

 

            This website (the “Website”) is maintained by Apogee Global Advisors, Inc. (“Apogee”)

 

Your Right to Use this Website and Its Contents

 

            This Website is only for your personal use. The information and materials provided on this Website are solely for your use to assist you in better understanding the products and services offered by Apogee and in the support and use of such products.  Other uses are not permitted unless you receive Apogee’s prior written approval. You may not distribute, exchange, modify, sell, re-post or transmit anything you copy from this Website, including but not limited to any text, images, audio and video, for any business, commercial or public purpose. As long as you comply with the terms of these Terms and Conditions of Use, Apogee grants you a non-exclusive, non-transferable, limited right to enter, display and use this Website. You agree not to interrupt or attempt to interrupt the operation of this Website in any way.

 

Transmitted Material

 

Internet transmissions are never completely private or secure. You understand that any message or information you send to this Website may be read or intercepted by others unless there is a special notice that a particular message is encrypted (sent in code). Sending a message to Apogee does not cause Apogee to have any special responsibility to you.

 

Linked Sites

 

This Website may contain links to other Internet websites on the world wide web. Apogee provides such links for your convenience only, and is not responsible for the content of any website linked to or from this Website. Links from this Website to any other website do not mean that Apogee approves of, endorses or recommends that website. Apogee disclaims all warranties, express or implied, as to the accuracy, legality, reliability or validity of any content on any other website. 

 

Apogee Right to Change These Terms and Conditions of Use or Content on this Website

 

Apogee may add to, change or remove any part of these Terms and Conditions of Use at any time, without notice. Any changes to these Terms and Conditions of Use or any terms posted on this Website apply as soon as they are posted. By continuing to use this Website after any changes are posted, you are indicating your acceptance of those changes. Apogee may add, change, discontinue, remove or suspend any other Content posted on this Website, at any time, without notice and without liability.

 

Disclaimer of Warranties and Damages; Limitation of Liability

 

YOUR USE OF THIS WEBSITE IS AT YOUR OWN RISK. THIS WEBSITE (INCLUDING ALL CONTENT AND FUNCTIONS MADE AVAILABLE ON OR ACCESSED THROUGH THIS WEBSITE) IS PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WITH REGARD TO THE CONTENT ON THIS WEBSITE, Apogee MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER THAT THE SERVER THAT MAKES THIS WEBSITE AVAILABLE IS FREE OF VIRUSES OR OTHER COMPONENTS THAT MAY INFECT, HARM OR CAUSE DAMAGE TO YOUR COMPUTER EQUIPMENT OR ANY OTHER PROPERTY WHEN YOU ACCESS, BROWSE, DOWNLOAD FROM OR OTHERWISE USE THE WEBSITE.  UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO Apogee’S NEGLIGENCE, SHALL Apogee BE LIABLE FOR ANY CONSEQUENTIAL, DIRECT, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES RELATED TO (A) THE USE OF, (B) THE INABILITY TO USE OR (C) ERRORS OR OMISSIONS IN THE CONTENTS AND FUNCTIONS OF THIS WEBSITE, EVEN IF Apogee OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL Apogee’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), EXCEED $100.00.

 

General Provisions

 

These Terms and Conditions of Use and any additional terms posted on this Website together constitute the entire agreement between Apogee and you with respect to your use of this Website. Any cause of action you may have with respect to your use of this Website must be commenced within (1) year after the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision of these Terms and Conditions of Use, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of this agreement, and the remainder of these Terms and Conditions of Use shall continue in full force and effect. These Terms and Conditions of Use shall be governed by and construed in accordance with the laws of Massachusetts, without reference to its conflict of laws rules.

 

  

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