Accredited Investor as defined under Rule 501(a) of Regulation D promulgated under the Securities Act of 1933 (the “Securities Act”):
(i) an individual who had an income in excess of $200,000 in each of the two most recent years (or joint income with his or her spouse or spousal equivalent,1in excess of $300,000 in each of those years) and has a reasonable expectation of reaching the same income level in the coming year;
(ii) an individual who has a Net Worth2 (or joint Net Worth with his or her spouse or spousal equivalent) in excess of $1,000,000;
(iii) an Individual Retirement Account (“IRA”) or revocable trust and the individual who established the IRA or each grantor of the trust is an accredited investor on the basis of (i) or (ii) above;
(iv) an individual who is a “knowledgeable employee,”3 as defined in Rule 3c5(a)(4) under the Investment Company Act, of the Fund, the Investment Manager or their affiliates;
(v) an individual holding in good standing the General Securities Representative license (Series 7), the Private Securities Offerings Representative license (Series 82), or the Investment Adviser Representative license (Series 65);
(vi) a self-directed pension plan and the participant who directed that assets of his or her account be invested in the Fund is an accredited investor on the basis of (i) or (ii) above and such participant is the only participant whose account is being invested in the Fund;
(vii) a pension plan which is not a self-directed plan and which has total assets in excess of $5,000,000;
(viii) a registered investment adviser or an investment adviser relying on the exemption from registering with the Securities and Exchange Commission under section 203(l) or (m) of the Investment Advisers Act of 1940 (the “Advisers Act’).
(ix) a “rural business investment company” is defined in Section 384A of the Consolidated Farm and Rural Development Act.
(x) a “family office,” as defined in Rule 202(a)(11)(G)-1 under the Advisers Act: (i) with assets under management in excess of $5,000,000, (ii) that is not formed for the specific purpose of acquiring the Interests, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment.
(xi) a “family client,” as defined in Rule 202(a)(11)(G)-1 under the Advisers Act, of a family office meeting the requirements set out in paragraph (x) above whose prospective investment in the Fund is directed by such family office as described above.
(xii) an entity (including, but not limited to, an Indian tribe, a governmental body or a bank maintained collective investment trust), not formed for the specific purpose of acquiring the Interests, owning in excess of $5,000,000 in “investments” as defined in Rule 2a51-1(b) under the Investment Company Act (see Appendix C to this Subscription Agreement for the definition, and method for calculating the value, of “investments.”);
(xiii) an irrevocable trust which consists of a single trust (a) with total assets in excess of $5,000,000, (b) which was not formed for the specific purpose of investing in the Fund and (c) 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;
(xiv) a corporation, a partnership, a limited liability company or a Massachusetts or similar business trust, that was not formed for the specific purpose of acquiring interest in the Fund, with total assets in excess of $5,000,000;
(xv) an entity in which all of the equity owners are accredited investors;
(xvi) any director, executive officer, or the Investment Manager of the Fund or any director, executive officer, or general partner of the Investment Manager; or
(xvii) none of the above apply (further information may be required to determine accredited investor status).
