Definitions of Investor Requirements

Accredited Investors

• A natural person whose individual net worth, or joint net worth with that person's spouse, at the time of purchase exceeds $1,000,000, or
• A natural person who had an individual income in excess of $200,000 in each of the last two calendar years, or joint income with that person's spouse, in excess of $300,000 in each of those years, and has a reasonable expectation of reaching the same income level in this calendar year, or
  • An entity with total assets in excess of $5,000,000 which was not formed for the purpose of investing in any of the Funds and which is one of the following:
  • a corporation; or
  • a partnership; or
  • a limited liability company; or
  • a business trust;
  • or a tax-exempt organization described in Section 501(c) (3) of the Internal Revenue Code of 1986, as amended (the "Code"), or
• A personal (non-business) trust with total assets in excess of $5,000,000 which was not formed for the purpose of investing in any of the Funds and whose decisions to invest in the Funds will be directed by a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Funds, or
• An employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (including an Individual Retirement Plan) which satisfies at least one of the following conditions:
• it has total assets in excess of $5,000,000; or
• the investment decision is made by a plan fiduciary which is a bank, savings and loan association, insurance company or registered investment adviser; or
• it is a self-directed plan (i.e., a tax-qualified defined contribution plan in which a participant may exercise control over the investment of assets credited to his or her account) and the decision to invest is made by those participants investing, and each such participant qualifies as an accredited investor under the criteria listed in Question 2, or
• An employee benefit plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions, which has total assets in excess of $5,000,000, or
• Is licensed, or subject to supervision, by U.S. Federal or state examining authorities as a "bank," "savings and loan association," "insurance company," or "small business investment company" (as such terms are used and defined in 17 CFR §230.501 (a)) or is an account for which a bank or savings and loan association is subscribing in a fiduciary capacity and over which such fiduciary exercises investment discretion, or
• Is registered with the United States Securities and Exchange Commission as a broker or dealer or an investment company; or has elected to be treated or qualifies as a "business development company" (within the meaning of Section 2(a) (48) of the Investment Company Act of 1940 or Section 202(a) (22) of the Investment Advisers Act of 1940), or
• Is an entity in which all of the equity owners are qualified under one or more of the criteria listed above.

Qualified Eligible Participant ("QEP")

• A natural person who owns at least $5 million in Investments, including Investments (i) held in an IRA or similar account, the investments of which are directed by and held for the benefit of such person, (ii) held jointly with a spouse or (iii) in which such person shares a community property or similar shared ownership interest with a spouse. Spouses who subscribe jointly may combine their investments for purposes of meeting the $5 million threshold, whether or not the investments are held jointly or individually, or
• An entity directly or indirectly owned entirely by two or more closely related natural persons, their estates or foundations, charities or trusts formed by or for their benefit (a "Family Company") that owns at least $5 million in Investments, or
• An entity (including self-directed retirement plans) the interests of which are beneficially owned by "qualified purchasers", or
• A trust not formed for the specific purpose of investing in any of the Funds, so long as both the persons with decision making power for the trust and each of the contributors to the trust is a "qualified purchaser", or
• Any other person acting for such person's own account of the accounts of other "qualified purchasers" that in the aggregate owns and invests on a discretionary basis at least $25 million in Investments, excluding (i) private investment funds in existence on April 30, 1996, unless each beneficial owner of such fund on April 30, 1996 that is currently a beneficial owner has consented to such fund's status as a "qualified purchaser" permitted to invest in a category of investment pools that would include the Funds, (ii) entities formed for the purpose of investing in any of the Funds, unless each beneficial owner in the entity is a "qualified purchaser" and (iii) pension and other employee benefit plans that allow the beneficiaries to direct the investments of the plans.