An investor is defined as persons who meet one or more of the requirements to qualify as an "accredited investor" as such term is defined in regulation D under the U.S. Securities Act of 1933, as amended, as indicated in the "ACCREDITED INVESTOR STATUS" section below.

ACCREDITED INVESTOR STATUS
To ensure that the offering of Interests in the Fund is exempt from registration under the U.S. Securities Act of 1933, as amended (the “1933 Act”), each investor must be an “accredited investor” as such term is defined in Regulation D under the 1933 Act. The categories of accredited investors are listed below.

INDIVIDUAL WITH $1 MILLION NET WORTH. A natural person whose individual net worth, or joint net worth with his or her spouse (in each case, excluding the value of the person's primary residence), exceeds $1 million.

INDIVIDUAL WITH $200,000 INDIVIDUAL ANNUAL INCOME. A natural person (not an entity) who had an individual income in excess of $200,000 in each of preceding two years and has a reasonable expectation of reaching same income level in current year.

INDIVIDUAL WITH $300,000 JOINT ANNUAL INCOME. A natural person (not an entity) who had joint income with his or her spouse in excess of $300,000 in each of preceding two years and has a reasonable expectation of reaching same income level in current year.

CORPORATIONS OR PARTNERSHIPS. A corporation, partnership, or similar entity that has at least $5 million of assets and was not formed for the specific purpose of acquiring Interests.

REVOCABLE TRUST. A trust that is revocable by its grantors and each of whose grantors is a natural person whose individual net worth, or joint net worth with his or her spouse, exceeds $1 million.

IRA OR SIMILAR BENEFIT PLAN. An IRA, Keogh or similar benefit plan that covers only a non-employee natural person whose individual net worth, or joint net worth with his or her spouse, exceeds $1 million.

PARTICIPANT-DIRECTED EMPLOYEE BENEFIT PLAN ACCOUNT. A participant directed employee benefit plan (e.g., many 401(k) plans), investing at the direction of and for the account of a participant whose individual net worth, or joint net worth with his or her spouse, exceeds $1 million.

OTHER ERISA PLAN. An employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) other than a participant directed plan (i) with total assets of at least $5 million or (ii) for which investment decisions (including the decision to purchase Interests) are made by a bank, registered investment adviser, savings and loan association, or insurance company.

GOVERNMENT BENEFIT PLAN. A plan established and maintained by a state, its political subdivisions (e.g., municipalities), or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, with total assets of at least $5 million.

IRREVOCABLE TRUST. A trust (other than an ERISA employee benefit plan) that (i) is not revocable by its grantor(s), (ii) has at least $5 million of assets, (iii) was not formed for the specific purpose of acquiring Interests, and (iv) is directed by a person who has such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of an investment in the Fund.

NON-PROFIT ENTITY. An organization described in Section 501(c)(3) of the U.S. Internal Revenue Code, as amended (the “Code”), with total assets in excess of $5 million (including endowment, annuity and life income funds), as shown by the organization’s most recent audited financial statements.

OTHER INSTITUTIONAL INVESTOR. A bank, as defined in Section 3(a)(2) of the 1933 Act (whether acting for its own account or in a fiduciary capacity); a savings and loan association or similar institution, as defined in Section 3(a)(5)(A) of the 1933 Act (whether acting for its own account or in a fiduciary capacity); a broker dealer registered under the Securities Exchange Act of 1934, as amended; an insurance company, as defined in Section 2(13) of the 1933 Act; an investment company registered under the U.S. Investment Company Act of 1940, as amended (the “ICA”); a “business development company,” as defined in Section 2(a)(48) of the ICA;  a small business investment company licensed under Section 301(c) or (d) of the Small Business Investment Act of 1958, as amended, or  a “private business development company as defined in Section 202(a)(22) of the U.S. Investment Advisers Act of 1940, as amended.

ENTITY OWNED ENTIRELY BY ACCREDITED INVESTORS. A corporation, partnership, or other entity each of whose equity owners’ net worth exceeds $1 million meets this test.