Verification of Status as a “Qualified Purchaser”

The Fund is being organized as a private investment company exempt from registration under the Investment Company Act of 1940, as amended pursuant to either Section 3(c)(1) or Section 3(c)(7) thereunder.  In order for the Fund to qualify for the exemption provided under Section 3(c)(7), each Investor in the Fund must be a “Qualified Purchaser.” 

Please check each of the following categories that is applicable:

1. The investor is a natural person (individual) who owns not less than $5,000,000 in Investments.”¹
2. The Investor is a corporation, partnership, limited liability company, trust or other organization that was not formed for the specific purpose of investing in the Fund,² is directly or indirectly owned entirely by or for (i)(x) two or more natural persons who are related as siblings, spouses, or as direct lineal descendants by birth or adoption, or (y) spouses of such persons, (ii) estates of such persons, or (iii) foundations, charitable organizations, or trusts established by or for the benefit of such persons, and owns not less than $5,000,000 in “Investments” (a “Family Company”).
3. The Investor is a trust not covered by item (2) above and that was not formed for the specific purpose of acquiring the securities offered, 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 a person described in item (1), (2) or (4) of this Section E. 
4. The Investor was not formed for the specific purpose of investing in the Fund, is acting for its own account or the accounts of other Qualified Purchasers and in the aggregate owns and invests on a discretionary basis not less than $25,000,000 in “Investments.”
5. The Investor is a qualified institutional buyer (as defined in paragraph (a) of Rule 144A under the Securities Act) acting for its own account, the account of another qualified institutional buyer, or the account of a qualified purchaser (as defined by the Investment Company Act) and the Investor is not a securities dealer (as described in paragraph (a)(1)(ii) of Rule 144A under the Securities Act), an employee benefit plan or a trust fund that holds the assets of an employee benefit plan.
6. The Investor is a qualified institutional buyer that is a dealer in securities registered as such under the Securities Exchange Act of 1934, as amended and the Investor owns and invests on a discretionary at least $25,000,000 in securities of issuers that are not affiliated persons of the dealer. 
7. The Investor is a qualified institutional buyer that is an employee benefit plan or a trust fund that holds the assets of such a plan and the investment decisions with respect to the plan are made solely by the fiduciary, trustee or sponsor of such plan. 
8. Each beneficial owner of the Investor’s securities is a Qualified Purchaser (i.e. can check one of the above boxes on this page).  If the Investor belongs to this investor category only, list the beneficial owners of the Investor’s securities and the investor category that each equity owner satisfies.

1   See following section, “Definition of Investments.”

2   An Investor may be deemed to be “formed for the specific purpose of investing in the Fund” if either (i) the amount of the Investor’s subscription for Limited Partner Interests in the Fund exceeds 40% of the total assets (on a consolidated basis with its subsidiaries) of the Investor or (ii) interest holders in the Investor are able to decide individually whether to participate (or the extent of their participation) in the Investor’s investment in the Fund (i.e., holders of interests in the Investor can determine whether their capital will form part of the capital invested by the Investor in the Fund).