Accredited Investor Status The Contributor represents, warrants and covenants that it is an “accredited investor” within the meaning of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and has indicated below each category under which it qualifies as an accredited investor.
The Contributor is as of the date of this Contribution Agreement (this “Agreement”), and will be as of the admission date:
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Individual – Income Test. An individual who:
(a) had an income in excess of USD200,000 in each of the two most recent years (or joint income with his or her spouse or spousal equivalent9 in excess of USD300,000 in each of those years); and
(b) has a reasonable expectation of reaching the same income level in the current year;
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Individual – Net-Worth Test. An individual who has a net worth (or joint net worth with his or her spouse or spousal equivalent9 ) in excess of USD1,000,000 (excluding the value of such individual’s primary residence)10;
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Individual – Professional Certification, Designation or Credential. An individual who holds in good standing11:
(a) the General Securities Representative license (Series 7);
(b) the Private Securities Offerings Representative license (Series 82);
(c) the Licensed Investment Adviser Representative (Series 65); or
(d) such other professional certification or designation, or credential from an educational institution, that the Securities and Exchange Commission (the “SEC”) has designated by order as qualifying an individual as an “accredited investor” under Rule 501(a)(10) of Regulation D under the Securities Act;
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IRA or Revocable Trust. An individual retirement account (“IRA”) or revocable trust and the individual who established the IRA or each grantor of the trust is an accredited investor on the basis of category (i), (ii) or (iii) above;
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Self-Directed Pension Plan. A self-directed pension plan and the participant who directed that assets of his or her account be invested in the Fund is:
(a) an accredited investor on the basis of category (i), (ii) or (iii) above; and
(b) the only participant whose account is being invested in the Fund;
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Other Pension Plan. A pension plan that:
(a) is not a self-directed plan;
and (b) has total assets in excess of USD 5,000,000;
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Irrevocable Trust. An irrevocable trust that consists of a single trust that:
(a) has total assets in excess of USD 5,000,000;
(b) was not formed for the specific purpose of investing in the Fund; and
(c) whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment in the Fund;
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SEC-Registered Investment Adviser, State-Registered Investment Adviser, or Exempt Reporting Adviser. An investment adviser registered pursuant to Section 203 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), an investment adviser registered pursuant to the laws of any U.S. state, or an investment adviser relying on the exemption from registering with the SEC under Section 203(l) or (m) of the Advisers Act;
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Family Office. A “family office”, as such term is defined in Rule 202(a)(11)(G)-1 under the Advisers Act:
(a) with assets under management in excess of USD5,000,000;
(b) that was not formed for the specific purpose of acquiring an interest in the Fund; and
(c) 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;
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Family Client. A “family client”, as such term is defined in Rule 202(a)(11)(G)-1 under the Advisers Act:
(a) of a family office meeting the requirements set forth in category (ix) above; and
(b) whose prospective investment in the Fund is directed by a person at the family office for which it is a family client who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment;
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Corporation, Partnership, Limited Liability Company or a Massachusetts or Similar Business Trust. A corporation, a partnership, a limited liability company or a Massachusetts or similar business trust, in each case, that:
(a) was not formed for the specific purpose of acquiring an interest in the Fund; and
(b) has total assets in excess of USD5,000,000;
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Other Entities. An entity type not listed above in this Section I that:
(a) was not formed for the specific purpose of acquiring an interest in the Fund; and
(b) owns “Investments”12 in excess of USD5,000,000;
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Entity Owned Exclusively by Accredited Investors. An entity in which all of the equity owners are accredited investors pursuant to one or more categories set forth above in this Section I; or
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None of the Above. None of the above applies (further information may be required to determine the Contributor’s accredited investor status).