Disclaimer

This website shall not constitute an offer to sell or the solicitation of any offer to buy which may only be made at the time a qualified offeree receives a confidential private offering memorandum (“CPOM”), which contains important information (including investment objective, policies, risk factors, fees, tax implications and relevant qualifications), and only in those jurisdictions where permitted by law. In the case of any inconsistency between the descriptions or terms in this website and the CPOM, the CPOM shall control. These securities shall not be offered or sold in any jurisdiction in which such offer, solicitation or sale would be unlawful until the requirements of the laws of such jurisdiction have been satisfied. While all the information prepared in this website is believed to be accurate, Aspen Global Management Limited, makes no express warranty as to the completeness or accuracy, nor can it accept responsibility for errors, appearing in the website. An investment in the fund is speculative and involves a high degree of risk. Opportunities for withdrawal/redemption and transferability of interests are restricted, so investors may not have access to capital when it is needed. There is no secondary market for the interests and none is expected to develop. The portfolio, which is under the sole trading authority of the general partner/investment manager, adopts strategies that may result in higher risk. Leverage may be employed, which can make investment performance volatile. An investor should not make an investment, unless it is prepared to lose all or a substantial portion of its investment. The fees and expenses charged in connection with this investment may be higher than the fees and expenses of other investment alternatives and may offset profits. There is no guarantee that the investment objective will be achieved. Moreover, the past performance (if any) of the investment team should not be construed as an indicator of future performance. Any projections, market outlooks or estimates in this website are forward looking statements and are based upon certain assumptions. Other events which were not taken into account may occur and may significantly affect the returns or performance of the fund. Any projections, outlooks or assumptions should not be construed to be indicative of the actual events which will occur. This website does not constitute investment advice.

By joining our mailing list, you understand and confirm that you are representing that you are (a) an “Accredited Investor” within the meaning of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and that you qualify as an Accredited Investor under at least one of the defined criteria; (b) a “Professional Investor” has the meaning ascribed to it in the Securities and Futures Ordinance (Cap 571) (“SFO”) and its subsidiary legislation.

The subscriber/reader qualifies as an Accredited Investor if they meet at least one of the criteria below:

Individuals:

1. Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of such investor’s purchase, exceeds $1,000,000 (excluding the value of your primary residence);

2. Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

3. Any IRA or a grantor trust and the owner of the IRA or the grantor of the grantor trust is a natural person that meets the requirements of criteria (1) and/or (2) described above;

4. Any natural person who currently holds in good standing one or more professional certifications, designations or credentials, including the Series 7, Series 65, and Series 82 exams, currently recognized by the Securities and Exchange Commission (the “SEC”) as satisfying the criteria set forth in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended;

5. Any natural person who is a “knowledgeable employee” (as defined in Rule 3(c)-5 of the Investment Company Act of 1940, as amended (the “Investment Company Act”)) of the Partnership;

6. Any natural person who is a “family client” (as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”)) of a “family office” (as defined in Rule 202(a)(11)(G)-1 under the Advisers Act) (i) with more than $5,000,000 in assets under management, (ii) that was not formed for the specific purpose of investing in the Partnership, and (iii) whose prospective investment in the Partnership is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the perspective investment in the Partnership;

Trusts, partnerships, corporations, LLCs, and other entities:

7. Any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

8. Any personal (non-business) trust, other than an employee benefit trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act;

9. Any entity which owns “investments” totaling more than $5,000,000 and which was not formed for the specific purpose of investing in the Partnership;

10. A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended;

Financial institutions:

11. Any financial institution that is licensed, or subject to supervision, by federal or state examining authorities such as a “bank,” “savings and loan association,” “insurance company,” or “small business investment company” (as such terms are used and defined in 17 CFR §230.501(a)) or is an account for which a bank or savings and loan association is subscribing in a fiduciary capacity;

12. The Subscriber is registered with the SEC as a broker or dealer or an investment company; or has elected to be treated or qualifies as a “business development company” (within the meaning of Section 2(a)(48) of the Investment Company Act, or Section 202(a)(22) of the Advisers Act);

13. The Subscriber is an investment adviser registered with the SEC pursuant to Section 203 of the Advisers Act or registered pursuant to the laws of any state, or the Subscriber is an investment adviser relying on the exemption from registering with the SEC under Section 203(l) or Section 203(m) of the Advisers Act;

14. The Subscriber is a Rural Business Investment Company (as defined in Section384A of the Consolidated Farm and Rural Development Act of 1972, as amended);

15. The Subscriber is a “family office” (as defined in Rule 202(a)(11)(G)-1 under the Advisers Act) (i) with more than $5,000,000 in assets under management, (ii) that was not formed for the specific purpose of investing in the Partnership, and (iii)whose prospective investment in the Partnership is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the perspective investment in the Partnership, or the Subscriber is an entity that is a “family client” (as defined in Rule 202(a)(11)(G)-1 under the Advisers Act) of a family office meeting the foregoing criteria;

Benefit plans:

16. Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; or any employee benefit plan within the meaning of ERISA, if 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, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by natural persons that would themselves qualify as eligible investors. Subject to the sole discretion of the General Partner, no eligible investor falling within the foregoing categories will be admitted to the Partnership unless, if the investor is subject to ERISA, such investment, taken together with those of all other Beneficial Owners subject to ERISA, does not amount to 25% or more of all Interests;

Other:

17. Any entity in which all of the equity owners are accredited investors (or, in the case of a trust, all the income beneficiaries are accredited investors).

The subscriber/reader qualifies as a Professional Investor if they meet at least one of the criteria below:

Definition of “Professional Investors”

Part A

Definition of Professional Investors in Schedule 1 to the Securities and Futures
Ordinance

1. An exchange company, clearing house, exchange controller or investor compensation company recognised as such under the SFO, or a person authorised to provide automated trading services under Section 95(2) of the SFO.

2. An intermediary (i.e. a corporation licensed under the SFO to conduct any regulated activity), or a person carrying on the business of providing investment services which is regulated under the law of any place outside Hong Kong.

3. An authorised financial institution (i.e. a bank, restricted licence bank or deposit taking company authorised under the Banking Ordinance (Cap. 155 of Hong Kong), or a bank which is not an authorised financial institution but is regulated under the law of any place outside Hong Kong.

4. An insurer authorised under the Insurance Companies Ordinance (Cap. 41) of Hong Kong, or a person carrying on insurance business and regulated under the law of any place outside Hong Kong.

5. (i) A collective investment scheme authorised under Section 104 of the SFO; or
(ii) A scheme which is similarly constituted under the law of any place outside Hong Kong and, if it is regulated under the law of that place, is permitted to be operated under that law, or a person who operates such scheme;

6. A registered scheme as defined in Section 2(1) of the Mandatory Provident Fund Schemes Ordinance (Cap. 485) of Hong Kong, or its constituent fund as defined in Section 2 of the Mandatory Provident Fund Schemes (General) Regulation, or a 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.

7. (i) A registered scheme as defined in Section 2(1) of the Occupational Retirement Schemes Ordinance (Cap.426) of Hong Kong; or (ii) An offshore scheme as defined in Section 2(1) of that ordinance which, if regulated under the law of the place where it is domiciled, is permitted to be operated under the law of such place, or an administrator as defined in that Ordinance of any such scheme.

8. A government (other than a municipal government authority), an institution which performs the functions of a central bank, or a multilateral agency.

9. Except for the purposes of the exemptions from the licensing requirements, a
corporation which is:
(i) a wholly owned subsidiary of:
(A) an intermediary, or a person carrying on the business of providing investment services which is regulated under the law of any place outside Hong Kong; or
(B) an authorised financial institution, or a bank which is not an authorized 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 a person carrying on the business of providing investment services which is regulated under the law of any place outside Hong Kong; or
(B) an authorised financial institution, or a bank which is not an authorized 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 sub-paragraph (ii).

Part B

Professional Investors within the Meaning of the Securities and Futures (Professional Investor) Rules

1. A trust corporation holding assets on trust with a total value of not less than HK$40 million or its foreign currency equivalent:
(i) as stated in the most recent audited financial statement prepared in respect of the trust corporation 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 in respect of the trust or any of the trusts and within 16 months before the relevant date; or
(iii) as ascertained by referring to one or more custodian statements issued to the trust corporation in respect of the trust or any of the trusts within 12 months before the relevant date.

2. An individual, either alone or with any of his associates on a joint account, having a portfolio of not less than HK$8 million or its foreign currency equivalent:
(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.

3. A corporation or partnership having either:
(i) a portfolio of not less than HK$8 million or its foreign currency equivalent; or
(ii) total assets of not less than HK$40 million or its foreign currency equivalent, as ascertained by referring to:
(iii) the most recent audited financial statement prepared in respect of the corporation or partnership (as the case may be) 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

4. A corporation the sole business of which is to hold investments and which is wholly owned by an individual who, either alone or with associates on a joint account, falls within the description in paragraph (2).