Is the fund relying on Section 3(c)(7) to avoid registration as an investment company? – Avoiding registration under the 1934 Act

A fund will be required to register its securities under the 1934 Act and, as a result, become subject to public reporting requirements if any class of its equity securities is held by 500 or more persons. Offshore funds are generally eligible for an exemption from this requirement so long as they have fewer than 300 investors who are U.S. residents.