Disclosure Statement

“ACCREDITED INVESTOR” STATUS

THE SUBSCRIBER QUALIFIES AS AN “ACCREDITED INVESTOR,” AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT BECAUSE IT MEETS ONE OR MORE OF THE FOLLOWING REQUIREMENT(S). Please indicate paragraph (a) through (m) in the Signature Pages, as applicable to the Subscriber.

INDIVIDUALS

(a) The Subscriber has a net worth (or joint net worth together with the Subscriber’s spouse or spousal equivalent) in excess of $1,000,000 (exclusive of the value of the Subscriber’s primary residence), and the Subscriber has no reason to believe that the Subscriber’s net worth will not remain in excess of $1,000,000 for the foreseeable future. “Net worth” for these purposes generally means the aggregate fair market value of total assets minus total liabilities. However, in calculating net worth for purposes of qualifying as an accredited investor, the Subscriber must exclude the value of the Subscriber’s primary residence from his or her assets. In addition, the Subscriber may exclude the amount of any indebtedness secured by the Subscriber’s primary residence from its liabilities, subject to two exceptions: (i) the Subscriber must deduct as a liability the amount of any such indebtedness that exceeds the fair market value of the Subscriber’s primary residence; and (ii) the Subscriber must deduct as a liability the amount of any such indebtedness that was incurred during the 60 days preceding the subscription date of the Subscriber’s investment in the Fund (e.g., a home equity loan), unless such indebtedness was incurred in connection with the purchase of the Subscriber’s primary residence. The fair market value of the Subscriber’s primary residence and the amount of outstanding indebtedness should be measured as of the proposed subscription date. “Spousal equivalent” means a cohabitant occupying a relationship generally equivalent to that of a spouse.

(a) The Subscriber has had an annual income during the last two full calendar years in excess of $200,000 (or joint income together with Subscriber’s spouse or spousal equivalent in excess of $300,000) and reasonably expects to have an annual income in excess of $200,000 (or joint income together with the Subscriber’s spouse in excess of $300,000) during the current calendar year. The Subscriber has no reason to believe that the Subscriber’s income will not remain in excess of $200,000 (or joint income in excess of $300,000) for the foreseeable future.

(b) The Subscriber holds, in good standing, one or more of the following professional certifications or designations: Series 7, Series 65 or Series 82 licenses.

(c) The Subscriber is a “knowledgeable employee” of the Fund. “Knowledgeable employee” includes an executive officer, director, trustee, general partner, advisory board member, or similar, of the Fund or an affiliated management person, or an employee of the Fund or an affiliated management person who participates in investment activities as a part of his or her regular functions or duties.

SELF-DIRECTED EMPLOYEE BENEFIT PLANS

(d) The Subscriber is a self-directed employee benefit plan within the meaning of ERISA, the investment decisions of which are made solely by persons that are accredited investors.

ENTITY SUBSCRIBERS

(e) The Subscriber is 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, with total assets in excess of $5,000,000.

(f) The Subscriber is an employee benefit plan within the meaning of ERISA, (i) the investment decisions of which are made by a plan fiduciary that is either a bank, savings and loan association, insurance company or registered investment adviser, or (ii) that has total assets in excess of $5,000,000.

(g) The Subscriber is an investment adviser registered under Section 203 of the Advisers Act, state registered investment advisers or exempt reporting advisers under Section 203(m) or Section 203(l) of the Advisers Act.

(h) The Subscriber is a private business development company within the meaning of the Advisers Act, as amended.

(i) The Subscriber is an organization described in Section 501(c)(3) of the Code, corporation, Massachusetts or similar business trust, or partnership, in each case not formed for the specific purpose of investing in the Fund and with total assets in excess of $5,000,000.

(j) The Subscriber is a trust that has total assets in excess of $5,000,000, was not formed for the specific purpose of investing in the Fund and its purchase of an Interest is directed by a sophisticated person within the meaning of Regulation D promulgated under the Securities Act. The term “sophisticated person” means a person who has such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of the prospective investment.

(k) The Subscriber is a revocable trust that may be amended or revoked at any time by the grantors thereof, and all of the grantors are accredited investors.

(l) The Subscriber is a bank as defined in Section 3(a)(2) of the Securities Act, is acting in its fiduciary capacity as trustee and is subscribing for an Interest on behalf of a trust that qualifies as an accredited investor under either (h) or (i), above. (“Bank” is defined in Section 3(a)(2) of the Securities Act as “any national bank, or any banking institution organized under the laws of any state, territory, or the District of Columbia, the business of which is substantially confined to banking and is supervised by the state or territorial banking commission or similar official.”)

(m) The Subscriber is a bank as defined in Section 3(a)(2) of the Securities Act acting in its individual capacity.

(n) The Subscriber is an insurance company as defined in Section 2(13) of the Securities Act acting in its individual capacity. (“Insurance company” is defined in Section 2(13) of the Securities Act as “a company which is organized as an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies, and which is subject to supervision by the insurance commissioner, or a similar official or agency, of a State.”)

or

(o) All of the equity owners, unit owners and participants of the Subscriber are accredited investors.

or

(p) The Subscriber is a Rural Business Investment Company as defined in Section 383A of the Consolidated Farm and Rural Development Act.

or

(q) The Subscriber is a “family office,” as defined in Rule 202(a)(11)(G)-1 under the Advisers Act, with total assets under management in excess of $5,000,000, not formed for the specific purpose of investing in the Fund, and whose prospective investment 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, or a “family client,” as defined in Rule 202(a)(11)(G)-1 under the Advisers Act, of any such family office.

or

(r) Any entity, of a type not listed in paragraphs (f)-(r) above, not formed for the specific purpose of investing in the Fund, owning investments in excess of $5,000,000.

If the Subscriber is an “accredited investor” solely by virtue of the fact that all its beneficial owners are accredited investors, please reconfirm with such beneficial owners that they are “accredited investors” before submitting this Subscription Agreement.

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