A Qualified Investor residing outside the U.S.

Foreign Investors may invest in the same offerings available to Accredited Investors by qualifying under the S.E.C. Regulation S (Foreign Investor) see below.

All correspondence must originate outside the U.S.

Fill out the Foreign Investor Form.

Regulation S

The US SEC regulation regarding sales of US securities outside the United States.

The following is an overview of US Securities And Exchange Commission regulation S that addresses sales of securities of US companies in instances where those securities could find their way back into US markets without registration under the US Securities Act of 1933. The intent of Regulation S is to define the registration requirements of the Securities Act of 1933 with regard to offerings made outside the US to foreign residents. The regulation differentiates between securities which are determined to be sold outside the US, and not subject to the registration requirements of the Securities Act, and those which are subject to the Securities Act registration requirements. Regulation S does this by establishing a "territorial" approach, and the application of mutual courtesy to the laws of other countries as they apply. Because of differences in laws, the difficulty of obtaining solid legal advice in all countries has been a hindrance to international transactions.

Regulation S sets up two sets of "safe harbors". One addresses offers and sales by issuers, their affiliates, and securities professionals involved in the initial offering of securities (the "issuer safe harbor"). The other addresses resales by securities professionals such as banks and brokers (the "resale safe harbor").

To qualify for the issuer safe harbor, the issuer's offer or sales must be made in an "offshore transaction". The offer must not be made to a person in the United States, although a prospective offeree may visit the United States to inspect physical facilities. There are two sets of criteria to be complied with.

1. Reasonable belief the buyer is outside the US at the time the purchase is made.

2. Submission of evidence, as described in the Regulation, that the sale is made through a physical trading floor of an established foreign securities exchange or through the facilities of a designated offshore securities market. The Regulation derule18ates types of offerors and offering restrictions which show that the "distribution" is completed offshore before resales take place to or in the US markets.

Sales cannot be pre-arranged with a US buyer and no "directed selling efforts" can be made in the US in connection with either type of offer or sales. Directed selling efforts are activities that could reasonably be expected to result in directing sales or securities to US residents.

For secondary trading under the resale safe harbor, Regulation S permits sales in an "offshore transaction" without any directed sales effort into the US market. Special provisions apply to sales by securities professionals and affiliates of the issuer.