Common use of Portfolio Managers Clause in Contracts

Portfolio Managers. (a) If the Investor is purchasing as a Portfolio Manager, not for its own account, then each of its beneficial underlying “investors” is an Accredited Investor, or the aggregate acquisition cost for each such underlying investor is not less than $97,000 (excluding Ontario residents and all of whom must be Accredited) and the Portfolio Manager will complete Schedule A; and the Portfolio Manager, (i) is resident in British Columbia and is a trust company or an insurer which has received a business authorization under the Financial Institutions Act (British Columbia) or is a trust company or an insurer authorized under the laws of another province or territory of Canada to carry on such business in such province or territory, and the Investor is purchasing the Units as an agent or trustee for accounts that are fully managed by the Investor; OR (ii) is resident in British Columbia and is an advisor who manages the investment portfolios of clients through discretionary authority granted by one or more clients and the Investor is registered as an advisor under the B.C. Act or the Investor is exempt from such registration and the Investor is purchasing the Units as an agent for accounts that are fully managed by the Investor; OR (iii) it is acting as agent for one or more disclosed principals, each of which principals is purchasing as principal for its own account, not for the benefit of any other person and not with a view to the resale or distribution of all or any of the Units, and the purchase cost of Units of each of whose principals complies with subparagraphs (i) or (ii); OR (iv) it carries on business as a Foreign Portfolio Manager outside of Canada and makes the acknowledgements set out in paragraph 6.2 above;

Portfolio Managers. (a) If the Investor is purchasing as a Portfolio Manager, not for its own account, then each of its beneficial underlying “"investors” " is an Accredited Investor, has received an Offering Memorandum and signed the Risk Acknowledgement or the aggregate acquisition cost for each such underlying investor is not less than $97,000 (excluding Ontario residents and all of whom must be Accreditedan Accredited Investor) and the Portfolio Manager will complete Schedule AA-2; and the Portfolio Manager, (i) is resident in British Columbia and is a trust company or an insurer which has received a business authorization under the Financial Institutions Act (British Columbia) or is a trust company or an insurer authorized under the laws of another province or territory of Canada to carry on such business in such province or territory, and the Investor is purchasing the Units Special Warrants as an agent or trustee for accounts that are fully managed by the Investor; OR (ii) is resident in British Columbia and is an advisor who manages the investment portfolios of clients through discretionary authority granted by one or more clients and the Investor is registered as an advisor under the B.C. Act or the Investor is exempt from such registration and the Investor is purchasing the Units Special Warrants as an agent for accounts that are fully managed by the Investor; OR (iii) it is acting as agent for one or more disclosed principals, each of which principals is purchasing as principal for its own account, not for the benefit of any other person and not with a view to the resale or distribution of all or any of the UnitsSpecial Warrants, and the purchase cost of Units Special Warrants of each of whose those principals complies with subparagraphs (i) or (ii); OR (iv) it carries on business as a Foreign Portfolio Manager outside of Canada and makes the acknowledgements set out in paragraph subparagraph 6.2 above;.