Qualified Investors

PURCHASES OF INTERESTS ARE SUITABLE ONLY FOR PERSONS OF SUBSTANTIAL FINANCIAL MEANS WHO CAN MAKE A LONG TERM INVESTMENT, CAN BEAR THE RISK OF LOSS IN THEIR INVESTMENTS IN THE FUND AND HAVE NO NEED FOR LIQUIDITY IN THEIR INVESTMENT. THERE IS NO MARKET FOR THE INTERESTS AND NONE IS EXPECTED TO DEVELOP. THE FUND MANAGER RESERVES THE RIGHT TO REJECT THE SUBSCRIPTION OF ANY PROSPECTIVE INVESTOR FOR ANY REASON.

Accredited Investor

The Subscriber is an “accredited investor” because the Subscriber is:

• a natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his or her purchase exceeds $1,000,000.

• a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that reasonable expectation of reaching the same income level in the current year.

• a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act.

  a bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; a broker-dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”); an insurance company as defined in Section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), or a business development company as defined in Section 2(a)(48) of the Investment Company Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; 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 has total assets in excess of $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors.

• a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”).

• an organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000.

• a director, executive officer, or managing member of the issuer of the securities being offered or sold; or a director, executive officer, or managing member of the Fund Manager managing that issuer.

• an entity in which all of the equity owners are accredited investors (as defined above).

Qualified Purchaser

The Subscriber is a “qualified purchaser” because the Subscriber is:

• a natural person (individual) who owns not less than $5,000,000 in investments (“investments” does not include the value of personal residences or in closely-held companies that are controlled by Subscriber).

• an entity that owns not less than $5,000,000 in investments and that is owned solely by two or more members of the same family who are related as siblings, children, spouses, grandparents or grandchildren; an estate of two or more such family members; or a trust or foundation established for two or more such family members.

• a trust not covered above that was not formed for the purpose of investing in the Fund and whose settlor and trustee are qualified purchasers.

• an entity that owns and invests on a discretionary basis not less than $25,000,000 in investments.

• 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 (as defined by the 1940 Act) and the assignee is not a securities dealer (as described in paragraph (a)(1)(ii) of Rule 144A under the 1933 Act), an employee benefit plan, or a trust fund that holds the assets of an employee benefit plan.

• a qualified institutional buyer that is a dealer in securities registered as such under the Securities Exchange Act of 1934 and the assignee owns and invests on a discretionary basis at least $25,000,000 in securities of issuers that are not affiliated persons of the dealer.

• 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.

• an entity in which all of the equity owners are qualified purchasers (as defined above).

Qualified Eligible Participant

The Subscriber is a “qualified eligible participant” (“QEP”) within the meaning of Commodity Futures Trading Commission (“CFTC”) Rule 4.7 under the Commodity Exchange Act because the Subscriber:

• owns securities of issuers not affiliated with Subscriber (including the Fund) and other investments with an aggregate market value of at least $2,000,000 and is an “accredited investor”.

• is a person, acting for its own account or for the account of a QEP, who is:

  • a “futures commission merchant” registered pursuant to Section 4d of the Commodity Exchange Act;

  • a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act;

  • a registered commodity pool operator who has been registered and active as such for two years or who operates pools which, in the aggregate, have total assets in excess of $5,000,000;

  • a registered commodity trading adviser who has been registered and active as such for two years or who provides commodity interest trading advice to commodity accounts which, in the aggregate, have total assets in excess of $5,000,000;

  • a commodity pool operator and the commodity trading adviser of the Fund.

• is not a “United States person.” For this purpose, “United States” means the United States, its states, territories or possessions, or an enclave of the United States government, its agencies or instrumentalities, and a person is not a “United States person” if such person is:

  • a natural person who is not a resident of the United States;

  • partnership, corporation or other entity organized principally for passive investment, organized under the laws of a foreign jurisdiction and which has its principal places of business in a foreign jurisdiction;

  • an estate or trust, the income of which is not subject to United States income tax regardless of source;

  • an entity organized principally for passive investment such as a pool, investment company or other similar entity provided that units of participation in the entity held by United States persons represent in the aggregate less than 10% of the beneficial interests in the entity, and that such entity was not formed principally for the purpose of facilitating investment by United States persons in a pool with respect to which the operator is exempt from certain requirements of Part 4 of the CFTC’s regulations by virtue of its participants not being United States persons; or

• a pension plan for the employees, officers, or principals of an entity organized and with its principal place of business outside the United States.

• is an employee benefit plan within the meaning of ERISA:

  • the investment decision of which are made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser;

  • with total assets in excess of $5,000,000;

  • if a self-directed plan, with investment decisions made solely by persons that are QEPs.

• is a plan established and maintained by a state, a political subdivision thereof or an agency or instrumentality thereof, for the benefit of its employees, with total assets in excess of $5,000,000.

• is an entity in which all of the unit holders or participants are QEPs.

Commodity Pool

Commodity Pool. The Fund is a “commodity pool” under the Commodity Exchange Act and thus must comply with certain rules and regulations adopted under that statute as well as certain rules and regulations of the National Futures Association. Any partnership, investment trust or similar entity which invests in the Fund may likewise be a “commodity pool” and, therefore, may be required to comply with such rules and regulations.

The Subscriber represents that it is duly registered as a “commodity pool” with the Commodities Futures Trading Commission and the National Futures Association or is exempt from such registration.