To qualify, an investor must be considered an “Accredited Investor” as defined under Rule 501 of Regulation D of the Securities Act: For individuals, the following persons are “Accredited Investors,” as defined under Rule 501 of Regulation D of the Securities Act:

 

(A) Any natural person whose individual net worth or joint net worth with that person’s spouse, at the time of his purchase, exceeds $1,000,000, excluding the value of the primary residence of such person;

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(B) any natural person who had an individual income in excess of $200,000 in each of the two most recent years (except for residents of New Jersey) or joint income with that person’s spouse in excess of $300,000 in each of those years, and has a reasonable expectation of reaching the same income level in the current year; or

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(C) any director or executive officer of the Manager or its affiliates. In addition, prospective Members must demonstrate to the satisfaction of the Manager that, as the result of prior investment experience in offerings such as that being made hereby or otherwise, they have the knowledge and experience in financial and business matters, either alone or together with a purchaser representative and that they are capable of evaluating the merits and risks of the Fund and this Offering.

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A corporation or other entity formed specifically to invest in the Fund, as such, may not qualify as an Accredited Investor by meeting the minimum financial standards for individuals unless each of its individual equity holders is an Accredited Investor. Entities may also qualify as Accredited Investors as set forth in Rule 501 of Regulation D.