EFTA01363155.pdf

If Yes (c) Does the A "defined investment policy- females a set of non-discretionary criteria for the counterparty investment of the raised capital as opposed to a more general business strategy or the have a defined financing of general business ectraties which allow for greater flexibility and discretion. investment Sources: Prospectus. General and Special !Fund) Rules, Of tering Memorandum —if they policy? contain investment rules that cannot be deviated from, see factors listed below: If No Please review whether the — Factors that would, alone or cumulatively. indicate the existence of a "defined counterparty has a defined investment policy are the tollowino: investment policy (it so, please — the defined investment policy is determined and hxisi at the latest by the time that do mark question (c) above investors' commitments to the undertaking become binding on them; with "yes"): -- the investment policy is set out in a document which becomes part of or is referenced in the rules or instruments el incorporation of the undertaking; -- the undertaking or the portfolio manager has an obligation to follow the investment policy; — the investment policy specifies imestment guidelines, with reference to criteria inchxling any or alt of the following: — to invest in certain categories of assets. or conform to restrictions on asset allocation: — to pursue certain strategies: — to invest in particular geographical regions: — to conform to restrictions on leverage; — to conform to minimum holding periods: or — to conform to other restrictions designed to provide risk diversification. If Yes (d) Do express exemptions apply so that the counterparty is not an AIF? If No Please review whether one of If Yes Is the counterparty a UCITS fund? (see prospectus or fund registration) the exemptions in the column on the right applies in your II Yes Is the counterparty a German closed-end Alf? case lif so. please do mark (Note: A closedend All, is a German AIF that does not repurchase question (it) above with "yes"): or redeem its shares or units at the request of their holders pnor to the commencement of its liquidation phase or wind-down, directly or indirectly, out of the assets of the AIF and in accordance with the procedures and frequency sot out in its rules or instruments of incorporation. prospectus or offering documents.) If Yes Is the countetpany a Holding Company within the meaning of Sec. 2(1) No. I KAGB, i.e. a comparry with shareholdings in one or more other companies• (al the commercial purpose of which is to carry out a business strategy or strategies through its subsidiaries, associated companies or Participations in order to 00OlObtne to their lung-term value, and (b) which is either a company Ix) operating on its own account and whose shares are admitted to trading on a regulated market in tlx: European Union or the EEA: or fyi not established for the main purpose of generating returns for its investors by means of divestment of its subsidieries or associated companies, as evidenced in its annual report oi other official documents? If Yes Is the counterparty a "Securitization Special Purpose Vehicle" as defined in Sec. 2 (1) No. 7 in conjunction with Sec. 1 (19) No. 36 KAGB, i.e. an entity whose sole purpose is to carry on a securitization or securitizations (within the meaning of Article 1(2) of Regulation (EC) No 24/2009 of the ECB of 19 December 2009 concerning statistics on the assets and liabilities of financial vehicle corporations engaged in securitization transactions) and other activities which are approprithe to accomplish that purpose? Securitization within the moaning of the aforesaid is defined as a transaction or scheme whereby an asset or pool of assets is transferred to an entity that is separate from the originator and is created for or serves the purpose of the socuritization and/or the credit risk of an asset or pool of assets, or part thereof, is transferred to the investors in the securities. socuritoation forth units, other debt instruments andior financial derivatives issued by an entity that is separate Inert the originator and is created for or serves the purpose of the seastitization. and: WM118925 075868.070317 For internal use only Page 8 or 11 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0053053 CONFIDENTIAL SONY GM_00199237 EFTA01363155