Prospective Investor

You are a natural person (including a person who will hold a joint, community property, or other similar shared ownership interest in the Fund with that person’s qualified purchaser spouse)1 who owns $5,000,000 or more in Investments2. In making this determination, subtract the amount of any outstanding indebtedness incurred to make the Investments2.

You (i) are a "company"3 that owns $5,000,000 or more in Investments2 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), or 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"), (ii) are not a "company" that is excluded from the definition of "qualified purchaser" under the Investment Company Act and the rules and regulations thereunder because of Section 2(a)(51)(C) of the Investment Company Act, [1] and (iii) were not formed for the specific purpose of investing in the Partnership. In making this determination, subtract the amount of any outstanding indebtedness incurred by the Family Company or any of its owners to make the Investments2 held by the Family Company.

You are a trust (i) that is not covered by Statement 1(b) that was not formed for the specific purpose of acquiring the Interest, (iii) whose 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 Qualified Purchaser (as described in Statements 1(a), (b) or (d)), and (iv) that is not excluded from the definition of "qualified purchaser" under the Investment Company Act and the rules and regulations thereunder because of Section 2(a)(51)(C) of the Investment Company Act In making this determination, subtract the amount of any outstanding indebtedness incurred to make the Investments.

[2] You (i) are acting for your own account or the accounts of other Qualified Purchasers, [3] (ii) in the aggregate, owns and invests on a discretionary basis $25,000,000 or more in Investments, (iii) are not a "company" that is excluded from the definition of "qualified purchaser" under the Investment Company Act and the rules and regulations thereunder because of Section 2(a)(51)(C) of the Investment Company Act, and (iv) were not formed for the specific purpose of acquiring the Interest. In making this determination, subtract the amount of any outstanding indebtedness incurred to make the Investments.

You (i) are a "Qualified Institutional Buyer" within the meaning of paragraph (a) of Rule 144A of the Securities Act of 1933, as amended ("Rule 144A"), acting for its own account, [4] the account of another Qualified Institutional Buyer, or the account of a Qualified Purchaser, and (ii) if the you are a dealer described in paragraph (a)(1)(ii) of Rule 144A, you own and invest on a discretionary basis at least $25,000,000 in securities of issuers that are not affiliated persons of you. In making these determinations, you must subtract the amount of any outstanding indebtedness incurred to make the Investments2.

Each beneficial owner of your securities is a Qualified Purchaser, as described in Statements 1(a), (b), (c), (d) and (e) above.