All prospective investors interested our products must satisfy the criteria below. If you do not satisfy these criteria, you cannot access this website page. By clicking the Accept button, you represent that you are an US investor, you meet at least one of the criteria to be classified as an Accredited Investor or Qualified Purchaser, and that you were not solicited by Bluesky Capital or any of its representatives or affiliates to invest in any of the investment programs manged by Bluesky Capital.
US Investors Eligibility
All eligible current and prospective investors who are currently US persons within the meaning of U.S. income tax laws must be:
- an “Accredited Investor” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended, or
- a “Qualified Purchaser” as defined in Section 2(a)(51) of the US Investment Company Act of 1940, as amended.
Non-solicitation Confirmation
The investment program is privately offered to prospective investors. By clicking the Accept button, you acknowledge that:
- my/our interest in Bluesky Capital is not the result of marketing efforts at the initiative of Bluesky Capital or any request or solicitation by Bluesky Capital;
- Bluesky Capital has not marketed or solicited my/our investment into any of the investment products managed by Bluesky Capital; and
- I/we initiated contact with Bluesky Capital to request for information on the investment products managed by Bluesky Capital; and
- I am/we are not authorized to disseminate, distribute, copy or take any action in reliance on the information made available by or on behalf of Bluesky Capital pursuant to this enquiry.
Definitions
Definition of US person
For individuals, “U.S. Person” means any U.S. citizen (and certain former U.S. citizens) or “resident alien” within the meaning of U.S. income tax laws in effect from time to time.
For persons other than individuals, "U.S. Person" means:
- any Fund, corporation or other entity organized or incorporated under the laws of the United States or that has its principal place of business in the United States;
- any estate of which any executor or administrator is an individual U.S. Person or an entity described in clause (a) above or the income of which is subject to income tax in the United States;
- a trust of which (i) any trustee is an individual U.S. Person or an entity described in clause (a) above or (ii) the income of which is subject to income tax in the United States regardless of source;
- any agency or branch of a non-U.S. Person located in the U.S.;
- any account (other than an estate or trust) held by a dealer or other fiduciary (i) if nondiscretionary, for the benefit of a U.S. Person or (ii) if discretionary, if the dealer or fiduciary is organized, incorporated or, if an individual, resident in the United States, other than an account held by a professional fiduciary exclusively for the account or benefit of non-U.S. Persons;
- any Fund or corporation formed in any jurisdiction by U.S. Persons principally for the purpose of investing generally in securities not eligible for sale to the public within the United States, unless the entity is organized or incorporated and owned by accredited investors that are not natural persons, trusts or estates; or
- any entity organized principally for passive investment such as a commodity pool, investment company or other similar entity (other than a pension plan for the employees, officers or principals of an entity organized and with it principal place of business outside the United States) in which U.S. Persons hold units of participation representing in the aggregate 10% or more of the beneficial interest in the entity, or that has as a principal purpose the facilitating of investment by U.S. Persons in the Fund
Definition of Accredited Investor
An “Accredited Investor” - as defined in Regulation D under the US Securities Act of 1933, as amended, is:
- an individual who has:
- a net worth (or joint net worth together with my spouse) - exclusive of homes, furnishings and automobiles - in excess of US$1,000,000, and has no reason to believe that his/her net worth will not remain in excess of US$1,000,000 for the foreseeable future. Net worth for this purpose means the fair market value of your total assets less your total liabilities; provided, that: (i) you must exclude the value of your primary residence as an asset; and (ii) you may generally exclude the amount of indebtedness secured by your primary residence as a liability except that you must deduct as liabilities (A) the amount by which such indebtedness exceeds the fair market value of your primary residence; and (B) the amount of any such indebtedness incurred within the 60 days preceding the subscription date (other than as a result of the acquisition of your primary residence); or
- an individual annual adjusted gross income during the last two full calendar years in excess of US$200,000 (or joint income together with one’s spouse in excess of US$300,000) and reasonably expects to have an annual income in excess of US$200,000 (or joint income together with one’s spouse in excess of US$300,000) during the current calendar year, and has no reason to believe that his/her income will not remain in excess of US$200,000 (or joint income in excess of US$300,000) for the foreseeable future;
- any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934;
- a bank as defined in Section 3(a)(2) of the US Securities Act of 1933, as amended (the “Securities Act”), or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, acting for its own account or for the account of an accredited investor;
- any insurance company as defined in Section 2(13) of the Securities Act, acting for its own account or for the account of an accredited investor;
- a 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 US$5,000,000;
- an employee benefit plan within the meaning of ERISA, provided that: (i) 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, (ii) the employee benefit plan has total assets in excess of US$5,000,000; or (iii) if the plan is self-directed, investment decisions for the plan are made solely by persons that are accredited investors;
- an organization described in Section 501(c)(3) of the Code not formed for the specific purpose of investing in the Fund, which has total assets in excess of US$5,000,000;
- a corporation not formed for the specific purpose of investing in the Fund, which has total assets in excess of US$5,000,000;
- a Massachusetts or similar business trust not formed for the specific purpose of investing in the Fund, which has total assets in excess of US$5,000,000;
- a partnership not formed for the specific purpose of investing in the Fund, which has total assets in excess of US$5,000,000;
- an investment company registered under the Company Act or a business development company as defined in Section 2(a)(48) thereof that was not formed for the specific purpose of investing in the Fund;
- a trust, insurance company separate account or bank collective trust, not formed for the specific purpose of investing in the Fund, which has total assets in excess of US$5,000,000, whose participation in the Fund is directed by a sophisticated person within the meaning of Regulation D promulgated under the Securities Act;
- a revocable trust which may be amended or revoked at any time by the grantors thereof and all of the grantors are accredited investors; or
- an entity which all of the unit owners and participants (i.e., all partners (including limited partners) of a partnership, shareholders of a corporation and the grantor of a grantor trust, but not the beneficiaries of a true trust) are accredited investors.
For more info on the definition of Accredited Investor, visit the Code of Federal Regulations Accredited Investor page.
Definition of Qualified Purchaser
A Qualified Purchaser - as defined in Section 2(a)(51) of the US Investment Company Act of 1940, as amended, is:
- an individual that owns (separately, or through a joint, community property or other similar shared ownership interest with such person’s spouse) not less than US$5,000,000 in “Net Investments”;
- a company, partnership, trust or other entity that is owned directly or indirectly by or for 2 or more natural persons who are related as siblings or spouse (including former spouses), or 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 (“Family Company”), was not formed for the specific purpose of investing in the Fund, and owns not less than US$5,000,000 in “Net Investments”;
- a trust (other than a Family Company) that was not formed for the specific purpose of investing in the Fund, as to which each trustee or other person authorized to make decisions with respect to the trust and each settlor or other person who has contributed assets to the trust is a “Qualified Purchaser”;
- a company, partnership, trust or other entity that was not formed for the specific purpose of investing in the Fund, acts for its own account or the accounts of other "qualified purchasers," and in the aggregate owns and invests on a discretionary basis not less than US$25,000,000 in “Net Investments”;
- a “Qualified Institutional Buyer” (as defined in SEC Rule 144A) that meets, if applicable, the dealer and employee benefit plan requirements;
- an entity in which all of the beneficial owner’s of the entity’s securities (i.e., all partners (including limited partners) of a partnership, shareholders of a corporation) are “qualified purchasers”;
- a charitable corporation (a) of which all of the persons who have contributed assets are related in one or more of the ways enumerated in paragraph a. above, (b) that owns not less than $5,000,000 in Net Investments, and (c) that was not formed for the specific purpose of investing in the Fund; or
- a charitable corporation (a) of which each person authorized to make investment decisions, and each person who has contributed assets, is a “qualified purchaser” within the meaning of paragraphs a. or b. above and (b) that was not formed for the specific purpose of investing in the Fund.
For more info on the definition of Qualified Purchaser, you can read Section 2(a)(51) of the US Investment Company Act of 1940, as amended.
