Definitions of Accredited Investor Terminology

INDIVIDUALS

1. Individual with $1 Million Net Worth
a. A natural person whose individual net worth, or joint net worth with their spouse or spousal equivalent*, excluding the net positive value of their primary residence, exceeds $1 million (the “AI Net Worth Test”).*

*”Spousal equivalent” means a cohabitant occupying a relationship generally equivalent to that of a spouse.

2. Individual With Qualifying Income
a. A natural person who: (i) in each of the preceding two years had individual income in excess of $200,000 or had joint income with their spouse or spousal equivalent in excess of $300,000; AND (ii) has a reasonable expectation of reaching the same income level in the current year (the “Income Test”).*

*NOTE: If the Subscriber has been married or has maintained a relationship with a spousal equivalent for some but not all of the years during the three-year period referred to in this category, the Subscriber may satisfy the requirements of this category on the basis of the joint income test (or the individual income test) for any year during which the Subscriber was married or maintained a relationship with a spousal equivalent and on the basis of the individual income test for any other year.

3. Individual Holding Certain Licenses
a. A natural person who holds one or more of the following licenses through exams administered by The Financial Industry Regulatory Authority Inc. (FINRA), which licenses are currently in good standing: General Securities Representative (Series 7), Licensed Investment Adviser Representative (Series 65), Licensed Private Securities Offerings Representative (Series 82) or such other license, certification or designation as may be specified by the U.S. Securities and Exchange Commission from time to time.

TRUSTS

4. Revocable Trust
a. A trust that is revocable by its grantors and each of whose grantors is a natural person who: (i) satisfies the AI Net Worth Test (described above under “Individuals”); OR (ii) satisfies the Income Test (described above under “Individuals”).

5. Irrevocable Trust
a. A trust (other than an employee benefit plan) that (i) is not revocable by its grantor(s), AND (ii) has total assets in excess of $5 million, AND (iii) was not formed for the specific purpose of acquiring an Interest, AND (iv) is directed by a person who has enough knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Fund.

BENEFIT PLAN

6. IRA or Similar Benefit Plan
a. An IRA, Keogh or similar benefit plan that covers only a natural person who: (i) satisfies the AI Net Worth Test (described above under “Individuals”); OR (ii) satisfies the Income Test (described above under “Individuals”).

7. Participant-Directed Employee Benefit Plan Account
a. A participant-directed employee benefit plan (e.g., many 401(k) plans), investing at the direction of and for the account of a natural person who: (i) satisfies the AI Net Worth Test (described above under “Individuals”); OR (ii) satisfies the Income Test (described above under “Individuals”).

8. Other Employee Benefit Plan
a. 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) or a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan (i) has total assets of at least $5 million OR (ii) if an ERISA plan (i.e., not a government plan), the decision to purchase an Interest is being made by a bank, registered investment adviser, savings and loan association or insurance company.

CORPORATION OR OTHER ENTITY

9. Corporations, Partnerships, Limited Liability Companies or Business Trusts
a. A corporation, partnership, limited liability company, Massachusetts or similar business trust, or similar entity that (i) has assets in excess of $5 million AND (ii) was not formed for the specific purpose of acquiring an Interest.*

* NOTE: When the financial statements of a subsidiary or affiliate of the Subscriber may be combined with those of the Subscriber under generally accepted accounting principles, the assets of the subsidiary or affiliate may be included in computing total assets for purposes of this category.

10. Non-Profit Entity
a. An organization described in Section 501(c)(3) of the Internal Revenue Code that has assets in excess of $5 million (including endowment, annuity and life income funds), as shown by the organization’s most recent audited financial statements.

11. Entity Owned Entirely by Accredited Investors
a. A corporation, partnership, or similar entity, whose equity owners are all accredited investors under one of the standards described above.

12. Other Entity Investor
a. a bank, as defined in Section 3(a)(2) of the 1933 Act (whether acting for its own account or acting in a fiduciary capacity);
b. 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 acting in a fiduciary capacity);
c. an investment adviser registered pursuant to Section 203 of the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”), or the laws of one or more U.S. states or is relying on one or more exemptions from registration as an investment adviser pursuant to Section 203(l) or 203(m) of the Advisers Act;
d. a family office (as defined in Rule 202(a)(11)(G)-1 of the Advisers Act) (i) with assets under management in excess of $5,000,000, (ii) that is not formed for the purposes of investing in the Fund, and (iii) whose prospective investment in the Fund 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 in the Fund;
e. a family client (as defined in Rule 202(a)(11)(G)-1 of the Advisers Act) of a family office meeting the requirements set forth immediately above whose prospective investment in the Fund is directed by such family office.
f. a broker or dealer registered under Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
g. an insurance company, as defined in Section 2(a)(13) of the 1933 Act;
h. an investment company registered under the Investment Company Act;
i. a rural business investment company as defined in Section 384A of the Consolidated Farm and Rural Development Act;
j. a “business development company,” as defined in Section 2(a)(48) of the Investment Company Act;
k. a small business investment company licensed under Section 301(c) or (d) of the Small Business Investment Act of 1958, as amended;
l. a private business development company as defined in Section 202(a)(22) of the Advisers Act; or
m. an entity of a type not listed in one of the categories set forth above that is not formed for the purpose of investing in the Fund and owns Investments in excess of $5,000,000.