You are an entity with total assets in excess of $5,000,000 that was not formed for the purpose of investing in the Fund and is one of the following:
You are a personal (non-business) trust, other than an employee benefit trust, with total assets in excess of $5,000,000 and were not formed for the purposes of investing in the Fund and is being directed by a person who has knowledge and experience in financial and business matters and is able to evaluate the merits and risks of investment.
You are an employee benefit plan within the meaning of the Employee Retirement Income Security Act or 1974, as amended (“ERISA”), (including an individual retirement account), which:
You are 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 that has total assets in excess of $5,000,000.
You are licensed, or subject to supervision, by federal or state examining authorities such 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.
You are registered with the 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, as amended (the “Investment Company Act”), or Section 202(a)(22) of the Advisers Act.
You are an entity in which all of the equity owners are persons described above.
You are a company, partnership or trust that owns not less than $5,000,000 in “investments” and that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouse (including former spouses); direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons; or foundations, charitable organizations or trusts established by or for the benefit of such persons (a “Family Company”).
You are a trust that is not a Family Company as to which the trustee or other person authorized to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is considered a “qualified purchaser” (other than by reason of the provisions of this paragraph).
You are a person, acting for its own account or the accounts of other qualified purchasers, who in the aggregate owns and invests on a discretionary basis not less than $25,000,000 in investments.
You are a qualified institutional buyer as defined in paragraph (a) of Rule 144A under the 1933 Act, acting for its own account, the account of another qualified institutional buyer or the account of a qualified purchaser, provided that: (i) a dealer described in paragraph (a)(1)(ii) of Rule 144A shall own and invest on a discretionary basis at least $25,000,000 in securities of issuers that are not affiliated persons of the dealer; and (ii) a plan referred to paragraph (a)(1)(i)(D) or (a)(1)(i)(E) of Rule 144A, or a trust fund referred to in paragraph (a)(1)(i)(F) of Rule 144A that holds the assets of such a plan, will not be deemed to be acting for its own account if investment decisions with respect to the plan are made by the beneficiaries of the plan, except with respect to investment decisions made solely by the fiduciary, trustee or sponsor of such plan.
You are a company or partnership, each beneficial owner of the securities of which is a qualified purchaser.
