Accredited Investor Criteria

AN INVESTMENT IN THE FUND IS SUITABLE ONLY FOR INVESTORS OF SUBSTANTIAL FINANCIAL MEANS WHO HAVE NO NEED FOR LIQUIDITY IN THIS INVESTMENT.  The Fund intends to sell Fund Interests only to “eligible investors.”  An “eligible investor” in the Fund must be an “accredited investor,” as defined in Rule 501(a) of Regulation D under the Securities Act.

In order to satisfy the criteria for an “accredited investor,” in the case of individuals, an investor must have either (i) an annual income of not less than $200,000.00 for each of the previous two years (or a combined income with such person’s spouse of not less than $300,000.00), and reasonably anticipate the same level of income for the current year, or (ii) a net worth in excess of $1,000,000.00 (excluding the value of such person’s home).  Other types of accredited investors permitted to invest in the Fund include (i) banks or savings and loan associations acting in an individual or fiduciary capacity, (ii) broker-dealers registered under the Securities Exchange Act of 1934, as amended, (iii) insurance companies, (iv) any trust, with total assets in excess of $5,000,000.00, not formed for the specific purpose of making the investment, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D, and (v) a corporation, business trust or partnership not formed for the purpose of making the investment (x) which has total assets in excess of $5,000,000.00, or (y) in which all of the equity owners are accredited investors.

Employee benefit plans and individual retirement accounts (“IRAs”) will qualify as accredited investors if either (i) the investment decision is made by a plan fiduciary which is a bank, savings and loan association, insurance company or investment adviser registered under the Advisers Act, (ii) the plan, including plans established by a state or its political subdivisions or any agency or instrumentality of a state or its political subdivisions for the benefit of employees, has total assets in excess of $5,000,000.00, or (iii) the plan is a self-directed plan with investment decisions made solely by persons who are accredited investors.  Foundations, endowments and other tax-exempt investors must not be formed for the purpose of investing in the Fund and must have total assets in excess of $5,000,000.00.  Other types of accredited investors include (i) any investment company registered under the Investment Company Act or a business development company as defined in Section 2(a)(48) of that Act; (ii) any 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; (iii) any private business development company as defined in Section 202(a)(22) of the Advisers Act; or (iv) any entity in which all of the equity owners are accredited investors.

According to the SEC, an accredited investor, in the context of a natural person, includes anyone who earned income that exceeded $200,000 (or $300,000 together with a spouse or spousal equivalent) in each of the prior two years, and reasonably expects the same for the current year OR has a net worth over $1 million, either alone or together with a spouse or spousal equivalent (excluding the value of the person’s primary residence)

The Fund reserves the right to reject subscriptions in its sole discretion.  Each purchaser will be required to represent that such purchaser’s overall commitment to investments which are not readily marketable is not disproportionate to such purchaser’s net worth, and that such purchaser’s investment in the Fund will not cause such overall commitment to become excessive; that such purchaser can sustain a complete loss of such purchaser’s investment in the Fund and has no need for liquidity in such purchaser’s investment in the Fund; and that such purchaser has evaluated the risks of investing in the Fund.

Members may not be able to liquidate their investment in the event of an emergency or for any other reason because there is not now any public market for the Fund Interests and none is expected to develop.

Investors who reside in certain states may be required to meet standards different from or in addition to those described above.  Investors will be required to represent in writing that they meet any such standards that may be applicable to them. The Managing Member may, without the consent of the existing Members, admit new Members to the Fund.  The Managing Member may reject a subscription for an Interest for any reason in its sole and absolute discretion.  If a subscription is rejected, the payment remitted by the Investor will be returned without interest.

EACH PROSPECTIVE INVESTOR SHOULD CONSIDER WHETHER THE PURCHASE OF THE SECURITIES OFFERED HEREBY IS SUITABLE FOR HIM OR HER IN LIGHT OF HIS OR HER INDIVIDUAL INVESTMENT OBJECTIVES.