(1) A Domestic Fund is an Exempt Fund, if:
(a) its Units are offered to persons only by way of a private placement;
(b) all its Unitholders are persons who meet the criteria to be classified as Professional Clients; and
(c) the initial subscription to be paid by a person to become a Unitholder is at least US$50,000,
and it does not satisfy the conditions in Rule 3.3.4 below to be a Qualified Investor Fund.