Investor Criteria

Investor must be an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act of 1933. 

⎕ A. Individual – Income Test. An individual who had income in excess of $200,000 in each of the two most recent years (or had joint income with his or her spouse in excess of $300,000 in each of those years) and has a reasonable expectation of reaching the same income level in the current year.

⎕ B. Individual – Net Worth Test. An individual who has a net worth (or joint net worth with his or her spouse) in excess of $1,000,000. For the purpose of calculating Investor's net worth, ignore both the value of Investor's primary residence and any indebtedness on that residence, except that (1) if such indebtedness exceeds such value, count the excess as a liability (even if Investor is legally or practically not liable for the excess indebtedness); and (2) if non-acquisition indebtedness on the residence has increased in the last 60 days (for example, Investor has borrowed on a line of credit secured by Investor's primary residence), count the net increase as a liability.

⎕ C. IRA – Beneficiary Makes Investment Decisions and is Accredited. An individual retirement account ("IRA") whose beneficiary is an individual who (1) makes investment decisions for the IRA, and (2) is an accredited investor on the basis of Box A or B above

⎕ D. IRA – Person Other than Beneficiary Makes Investment Decisions and Decision-Maker is Accredited. An individual retirement account ("IRA") whose investment decisions are made by an individual or entity other than the IRA beneficiary, and that decision-maker is an accredited investor under Category(ies) ____ in this Questionnaire. In the blank, please insert the letter of each Category in this Questionnaire that applies to the decision-maker.

⎕ E. Revocable Trust other than IRA – Income or Net Worth Test Applied to Grantor(s) and Decision-Maker. A revocable trust (other than an IRA), and (1) each grantor of the trust is an accredited investor on the basis of Box A or B above, and (2) the person who makes investment decisions for Investor is an accredited investor under Category(ies)_________ in this Questionnaire. In the blank, please insert the letter of each Category in this Questionnaire that applies to the decision-maker.

⎕ F. Self-Directed Pension Plan other than IRA – Income or Net Worth Test Applied to Participant. A self-directed pension plan (other than an IRA), and the participant who directed that assets of his or her account be invested in the Fund is (1) an accredited investor on the basis of Box A or B above, and (2) the only participant whose account is being invested in the Fund.

⎕ G. Other Pension Plan. A pension plan that is not a self-directed plan, and either (1) the plan has total assets in excess of $5,000,000; or (2) the plan's investment decisions are made by a plan fiduciary that is a bank, savings and loan association, insurance company or registered investment adviser.

⎕ H. Irrevocable Trust. An irrevocable trust that consists of a single trust (1) with total assets in excess of $5,000,000, and (2) which was not formed for the specific purpose of investing in the Fund, and (3) whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he or she is capable or evaluating the merits and risks of the prospective investment.

⎕ I. Corporation, Partnership, Business Trust. A corporation, a partnership, or similar business trust, or an organisation described in Section 501(c)(3) of the Internal Revenue Code, that was not formed for the specific purpose of acquiring an interest in the Fund, with total assets in excess of $5,000,000.

⎕ J. Other Entities. Any of the following entities that has a net worth of at least $5,000,000:⎕ a bank, as defined in Section 3(a)(2) of the Securities Act of 1933;

⎕ acting for its own account;

⎕ acting in a fiduciary capacity;
⎕ a savings and loan association or similar institution, as defined in Section 3(a)(5)(A) of the Securities Act of 1933;

⎕ acting for its own account;

⎕ acting in a fiduciary capacity;
⎕ a broker-dealer registered under the Securities Exchange Act of 1934;
⎕ an insurance company, as defined in Section 2(13) of the Securities Act of 1933;
⎕ an investment company registered under the Investment Company Act of 1940;
⎕ a "business development company," as defined in Section 2(a)(48) of the Investment Company Act of 1940;
⎕ a small business investment company licensed under Section 301(c) or 301(d) of the Small Business Investment Act of 1958, as amended;
⎕ a "private business development company" as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
⎕ K. None Of The Above Applies (further information may be required to determine Investor's accredited investor status).