The Subscriber represents that it is an “Accredited Investor” because, at the time of the sale of the Interest to the Subscriber, the Subscriber is one or more of the categories below:

Accredited Investor Status (For Entities)

A. A bank as defined in Section 3(a)(2) of the U.S. Securities Act of 1933, as amended (the “Securities Act”), or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the U.S. Securities Exchange Act of 1934, as amended; an investment adviser registered pursuant to Section 203 of the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”) or registered pursuant to the laws of a state; an investment adviser relying on the exemption from registering with the U.S. Securities and Exchange Commission (the “SEC”) under section 203(l) or (m) of the Advisers Act; an insurance company as defined in Section 2(a)(13) of the Securities Act; an investment company registered under the U.S. Investment Company Act of 1940, as amended (the “1940 Act”), or a business development company as defined in Section 2(a)(48) of the 1940 Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the U.S. Small Business Investment Act of 1958; a Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act; 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, if such plan has total assets in excess of five million dollars ($5,000,000); an employee benefit plan within the meaning of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of five million dollars ($5,000,000) or, if a self-directed plan, with investment decisions made solely by persons that are Accredited Investors;

B. A private business development company as defined in Section 202(a)(22) of the Advisers Act;

C. An organization described in Section 501(c)(3) of the U.S. Internal Revenue Code of 1986, as amended, a corporation, a Massachusetts or similar business trust, a partnership, or a limited liability company, which was not formed for the specific purpose of acquiring the Interest, with total assets in excess of five million dollars ($5,000,000);

D. A trust, with total assets in excess of five million dollars ($5,000,000), not formed for the specific purpose of acquiring the Interest, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act;

E. A revocable trust that may be revoked by the grantor at any time and whose grantors are all Accredited Investors;

F. An entity in which all of the equity owners[1] are Accredited Investors;

G. An entity, of a type not listed in Sections 1, 2, 3, 7, 8 and 9 above, not formed for the specific purpose of acquiring the Interest, owning investments, as defined by the SEC, in excess of five million dollars ($5,000,000);

Accredited Investor Status (For Individuals)

H. A director, executive officer, managing member or the Fund Sponsor, or a director, executive officer, managing member;

I. A natural person whose individual net worth or joint net worth with that person’s spouse or spousal equivalent exceeds one million dollars ($1,000,0000) (regardless of whether the Interest is purchased jointly). The term “spousal equivalent” means a cohabitant occupying a relationship generally equivalent to that of a spouse. For this purpose:

(i) one’s primary residence should not be included as an asset;

(ii) indebtedness that is secured by one’s primary residence up to the estimated fair market value of the primary residence at the time of the sale of securities, should not be included as a liability (except that if the amount of such indebtedness outstanding at the time of the purchase of the Interest exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess should be included as a liability);

(iii) indebtedness that is secured by the person’s primary residence in surplus of the estimated fair market value of the primary residence should be included as a liability; and

(iv) joint net worth can be the aggregate net worth of the Subscriber and spouse or spousal equivalent; assets do not need to be held jointly to be included in the calculation;

J. A natural person who had an individual income in excess of two hundred thousand dollars ($200,000) in each of the two most recent years, or joint income with that person’s spouse or spousal equivalent in excess of three hundred thousand dollars ($300,000) in each of those years, and has a reasonable expectation of reaching the same income level in the current year;

K. A natural person holding, one or more of the following professional certifications/designations/credentials which must be held in good standing:

(i) General Securities Representative license (Series 7);

(ii) Private Securities Offerings Representative license (Series 82); or

(iii) Investment Adviser Representative license (Series 65);

L. A natural person who is a “knowledgeable employee,” as defined in rule 3c5(a)(4) under the 1940 Act, of the Fund;

For Family Offices and Family Clients

A. it is a family office:

(i) with assets under management in excess of $5,000,000;

(ii) that was not formed for the specific purpose of acquiring the securities being offered; and

(iii) 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 Investor’s investment in the Partnership.

For purposes of this Subscription Agreement, the term “family office” shall have the meaning assigned to such term in Rule 202(a)(11)(G)-1 under the Advisers Act, which generally includes a company that:

(i) has no clients other than family clients;

(ii) is wholly owned by family clients and is exclusively controlled (directly or indirectly) by one or more family members and/or family entities; and

(iii) does not hold itself out to the public as an investment adviser.

B. it is a family client of a family office meeting the requirements immediately above and whose prospective investment is directed by such family office.

For purposes of this Subscription Agreement, the term “family client” shall have the meaning assigned to such term in Rule 202(a)(11)(G)-1 under the Advisers Act.

The term “individual income” means adjusted gross income, as reported for federal income tax purposes, less any income attributable to a spouse or to property owned by a spouse, increased by the following amounts (but not including any amounts attributable to a spouse or to property owned by a spouse): (i) the amount of any tax-exempt interest income under Section 103 of the Internal Revenue Code, received; (ii) the amount of losses claimed as a limited partner in a limited partnership as reported on Schedule E of Form 1040; (iii) any deduction claimed for depletion under Section 611 et seq. of the Internal Revenue Code; (iv) amounts contributed to an Individual Retirement Account (as defined in the Internal Revenue Code) or Keogh retirement plan; (v) alimony paid; and (vi) any elective contributions to a cash or deferred arrangement under Section 401(k) of the Internal Revenue Code.

The term “net worth” means the excess of total assets at fair market value, including home furnishings and automobiles, over total liabilities; provided that, (i) the primary residence of the equity owner of the Investor shall not be included as an asset; (ii) indebtedness that is secured by the primary residence of the equity owner of the Investor, up to the estimated fair market value of the primary residence at the time of the sale of the Shares, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of the Shares exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (iii) indebtedness that is secured by the primary residence of the equity owner of the Investor in excess of the estimated fair market value of the primary residence at the time of the sale of the Shares shall be included as a liability.

For the purposes of calculating joint net worth: joint net worth can be the aggregate net worth of the Investor and his or her spouse or spousal equivalent; assets need not be held jointly to be included in the calculation. In addition, reliance on this joint net worth item does not require that the Shares be purchased jointly.

For the purposes of calculating joint net worth: joint net worth can be the aggregate net worth of the Investor and his or her spouse or spousal equivalent; assets need not be held jointly to be included in the calculation. In addition, reliance on this joint net worth item does not require that the Shares be purchased jointly.

[1]The equity owner of the Investor has an individual net worth*, or joint net worth with his or her spouse or spousal equivalent, in excess of US$1,000,000; The equity owner of the Investor has individual income (exclusive of any income attributable to his or her spouse or spousal equivalent) of more than US$200,000 in each of the past two years, or joint income with his or her spouse or spousal equivalent of more than US$300,000 in each of those years, and reasonably expects to reach the same income level in the current year; or The equity owner of the Investor is an entity with total assets in excess of US$5,000,000 and was not formed for the specific purpose of acquiring the securities offered.

The Subscriber represents that it is a “Qualified Client” because, at the time of the sale of the Interest to the Subscriber, the Subscriber is one or more of the categories below:

Qualified Client Status (For Entities)

A. If the Subscriber is (i) a “private investment company” as defined under Rule 205-3(d)(3) of the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”) (i.e., a so-called 3(c)(1) company), (ii) an investment company registered or required to be registered under the 1940 Act, or (iii) a “business development company,” as defined under Section 202(a)(22) of the Advisers Act, the Subscriber represents that each of the equity owners of the Subscriber, and, if applicable, each of the equity owners of any such company which is an equity owner of the Subscriber, is a Qualified Client.

B. None of the above statements apply to the Subscriber

Qualified Client Status (For Individuals)

A. A natural person who, or a company that, immediately after entering into his or its direct or indirect investment in the Fund has at least one million one hundred thousand dollars ($1,100,000) under the management of the Fund Sponsor;

B. A natural person who, or a company that, immediately prior to entering into its investment in the Fund has a net worth (together, in the case of a natural person, with assets held jointly with a spouse) of more than two million two hundred thousand dollars ($2,200,000). For this purpose:

(i) one’s primary residence should not be included as an asset;

(ii) indebtedness secured by one’s primary residence, up to the estimated fair market value of the primary residence at the time this Subscription Agreement is entered into, should not be included as a liability (except that if the amount of such indebtedness outstanding at the time of calculation exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess should be included as a liability); and

(iii) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence should be included as a liability;

C. A “qualified purchaser” (as defined in Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended (the “1940 Act”)) immediately prior to entering into its investment in the Fund; or

D. A natural person who immediately prior to entering into the investment in the Fund is:

(a) an executive officer (president, any vice president in charge of a principal business unit, division or function, or any other officer who performs a policy making function, or any other person who performs similar policy making functions), director, trustee, Fund Sponsor, or person serving in a similar capacity, of the Fund Sponsor

or

(b) an employee of the Fund Sponsor (other than an employee performing solely clerical, secretarial or administrative functions with regard to the Fund Sponsor) who, in connection with his or her regular functions or duties, participates in the investment activities of the Fund Sponsor (provided that such employee has been performing such functions and duties for or on behalf of the Fund Sponsor, or substantially similar functions or duties for or on behalf of another company, for at least 12 months).

[A] Individual Investors Only

Where an Investor certifies that he/she is a qualified purchaser because he/she owns not less than $5,000,000 in investments (as defined below), including any investments held jointly, in community property or other similarly shared ownership interest with his/her spouse, including the amount of his/her investment held in an individual retirement account or similar account and the investments of which are directed by and held for his/her benefit.

[Note: The term “investments” shall have the meaning assigned to such term in Rule 2a51-1 under the Investment Company Act of 1940 (the “Company Act”), which generally includes:

i. securities [as defined in the Securities Act of 1933, (the “Securities Act”)], except for securities of issuers controlled by the Investor (“Control Securities”), unless (A) the issuer of the Control Securities is itself a registered or private investment company or is exempted from the definition of investment company by Rule 3a-6 or Rule 3a-7 under the Company Act, (B) the Control Securities represent securities of an issuer that files reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, (C) the issuer of the Control Securities has a class of securities listed on a designated offshore securities market under Regulation S under the Securities Act, or (D) the issuer of the Control Securities is a private company with shareholders’ equity not less than $50 million determined in accordance with generally accepted accounting principles, as reflected in the company’s most recent financial statements (provided such financial statements were issued within 16 months of the date of Investor’s purchase of an Interest);

ii. futures contracts or options thereon held for investment purposes;

iii. physical commodities held for investment purposes;

iv. swaps and other similar financial contracts entered into for investment purposes;

v. real estate held for investment purposes; and

vi. cash and cash equivalents held for investment purposes

It should be noted that in determining whether spouses who are making a joint investment are qualified purchasers, there may be included in the amount of each spouses investments any investments owned by the other spouse (whether or not such investments are held jointly)]

[B] For IRA or Self-Directed Pension Plan

Where an Investor certifies that it is a qualified purchaser because it is an IRA or a self-directed pension plan and the individual who established the IRA or the individual responsible for directing the investment of assets in the Partnership is an individual who owns not less than $5,000,000 in investments.

[C] For “Family” Corporations, “Family” Trusts, “Family” Partnerships, “Family” Limited Liability Companies, “Family” Foundations or “Family” Endowments

Where an Investor certifies that it is a qualified purchaser because it was not formed for the specific purpose of investing in the Partnership, owns not less than $5,000,000 in investments and is (i) 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 or such persons, and the estates of such persons, or (ii) a foundation, charitable organization or trust established by or for the benefit of such persons in (i) above OR the Investor hereby certifies that it is a qualified purchaser because each beneficial owner of the Investor’s securities is a qualified purchaser.

[D] For Trusts

Where an Investor certifies that it is a qualified purchaser because it was not formed for the specific purpose of acquiring the Interests and the trustee or other authorized person making decisions with respect to the trust and each settlor or other person who has contributed assets to the trust is a person described in the sections with the headings [A], [B] and [G] (ii) / holding $5 million or more in investments.

[E] For Employee Benefit Plans

Where an Investor certifies that it is a qualified purchaser because it is an employee benefit plan that:

i. owns not less than $25,000,000 in investments and

ii. does not permit its participants to decide whether and how much to invest in particular investment alternatives.

[F] Qualified Institutional Buyers

Where an Investor certifies that it is a qualified purchaser because it is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act, acting for its own account, the account of another qualified institutional buyer, or the account of a qualified purchaser, provided that

iii. a dealer described in paragraph (a)(1)(ii) of Rule 144A shall own and invest on a discretionary basis at least $25,000,000 in securities of issuers that are not affiliated persons of the dealer; and

iv. a plan referred to in paragraph (a)(1)(D) or (a)(1)(E) of Rule 144A, or a trust fund referred to in paragraph (a)(1)(F) of Rule 144A that holds the assets of such a plan, will not be deemed to be acting for its own account if investment decisions with respect to the plan are made by the beneficiaries of the plan, except with respect to investment decisions made solely by the fiduciary, trustee or sponsor of such plan.

[G] For Knowledgeable Employees

(i) Where an Investor certifies that he/she is a qualified purchaser because he/she is an individual who is a “knowledgeable employee” as defined in Rule 3c-5 under the Company Act including, but not limited to, a director, executive officer, trustee, general partner, advisory board member, or an employee of the Partnership or the General Partner (other than an employee performing solely clerical, secretarial or administrative functions) who has participated in investment activities of the Partnership or a similar entity for at least twelve (12) months.

(ii) Where an Investor certifies that it is a qualified purchaser because it is a company owned exclusively by knowledgeable employees. The Partnership will not accept the Investor’s subscription for the securities being offered until it has determined the basis on which each beneficial owner of the Investor would be treated as a knowledgeable employee.

[H] For Other Entities

Where an Investor certifies that it is a qualified purchaser because it was not formed for the specific purpose of investing in the Partnership and is acting for its own account or for the accounts of other qualified purchasers for which it owns and invests on a discretionary basis not less than $25,000,000 in investments OR

Where an Investor certifies that is a qualified purchaser because each beneficial owner of the Investor’s securities is a qualified purchaser.

[I] Plus, For all Investors Other Than Individuals

Where an Investor certifies that it is a qualified purchaser because it is not an entity that is excepted from the definition of an “investment company” under the Company Act pursuant to Section 3(c)(1) or Section 3(c)(7); or

Where an Investor certifies that it is a qualified purchaser because it is a 3(c)(1) or 3(c)(7) Company and does not have any direct “beneficial owners” that have held an interest in the Investor from on or before April 30, 1996 (a “Pre-April 30 Holder”);

Where an Investor certifies that it is a qualified purchaser because it is a 3(c)(1) or 3 (c)(7) Company and has obtained consent to its treatment as a qualified purchaser from all of its Pre-April 30 Holders.

Where an Investor certifies that it is a qualified purchaser because it is a 3(c)(1) or 3(c)(7) Company and has obtained consent to its treatment as a qualified purchaser from all of its directors, general partners or trustees.

Where an Investor certifies that it is a qualified purchaser because no direct or indirect beneficial owner of the Investor is itself a 3(c)(1) or 3(c)(7) Company which controls, is controlled by, or is under common control with the Investor. If the Investor cannot confirm this because it has a control relationship with a beneficial owner and is itself a 3(c)(1)/3(c)(7) Company, the Investor may be required to obtain consent from the security holders of such owners.

Note: In determining whether the $5 million or $25 million thresholds are met, investments can be valued at cost or market value as of a recent date provided that in the case of Commodity Interests, the amount of Investments shall be the value of the initial margin or option premium deposited in connection with such Commodity Interests and in each case, if investments have been acquired with indebtedness, the amount of indebtedness must be deducted in determining whether the threshold has been met

[J] For Donees

Where an Investor certifies that it is a qualified purchaser because it is a donee of the securities being offered, subscribing for the securities being offered in connection with a gift or bequest or pursuant to an agreement relating to a legal separation or divorce and not in connection with any offer or sale of the securities being offered. The name of the donor of the securities being offered should be provided to the Fund.

The subscriber indicates that one or more of the following categories are applicable.

For the purpose of the Investor Questionnaire, “Portfolio Requirement” means that the undersigned/investor:

(i) owns securities (including pool participations) of unaffiliated issuers and other investments with an aggregate market value of at least $4,000,000; or

(ii) has had on deposit with a futures commission merchant, for its own account at any time during the six-month period preceding the date hereof, at least $400,000 in exchange-specified initial margin and option premiums for commodity interest transactions; or

(iii) owns a portfolio comprised of a combination of the funds or property described in (a) and (b) above in which the sum of funds or property includable under (a), expressed as a percentage of the minimum amount required thereunder, and the amount of futures margin and option premiums includable under (b), expressed as a percentage of the minimum amount required thereunder, equals at least 100%.

(iv) Example: $2,000,000 in securities and other property [50% of requirement in (a)] and $200,000 in exchange-specified initial margin and option premiums [50% of requirement in (b)].

The undersigned/investor represents one of the following:

1. Satisfies the Portfolio Requirement or

2. Is considered a person who need not satisfy the Portfolio Requirement to be qualified eligible persons under CFRC Regulation 4.7, including but not limited to the following:

3. Is a futures commission merchant, or a principal of a futures commission merchant, registered pursuant to Section 4d of the Commodity Exchange Act;

4. Is a retail foreign exchange dealer registered pursuant to section 2(c)(2)(B)(i)(II)(gg) of the act, or a principal thereof

5. Is a swap dealer registered pursuant to section 4s(a)(1) of the act, or a principal thereof

6. Is a US-registered broker-dealer, or a principal of a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934;

7. Is a registered commodity pool operator, or a principal of a registered commodity pool operator, provided that the commodity pool operator has been registered and active as such for two years or operates pools which, in the aggregate, have total assets in excess of $5,000,000;

8. Is a registered commodity trading advisor, or a principal of a registered commodity trading advisor, provided that the commodity trading advisor has been registered and active as such for two years, or provides commodity interest trading advice to commodity accounts which, in the aggregate, have total assets in excess of $5,000,000 deposited at one or more futures commission merchants;

9. Is a registered investment adviser, or a principal of an investment adviser registered pursuant to Section 203 of the Investment Advisers Act of 1940 or pursuant to the laws of any state, provided that the investment adviser has been registered and active as such for two years, or provides securities investment advice to securities accounts which, in the aggregate, have total assets in excess of $5,000,000 deposited at one or more registered securities brokers;

10. Is a pool that is operated pursuant to an effective claim for exemption under CFTC Rule 4.7;

11. Is an entity as to which a notice of eligibility has been filed pursuant to CFTC Rule 4.5 which is operated in accordance with such rule and in which all of the unit owners or participants are qualified eligible persons;

12. Is a “qualified purchaser” as defined in Section 2(a)(51)(A) of the Investment Company Act;

13. Is an entity in which all of the unit owners or participants are qualified eligible persons.

14. A “knowledgeable employee” as defined in 17 CFR § 270.3c-5

15. With respect to an exempt pool the commodity pool operator, commodity trading advisor or investment adviser of the exempt pool offered or sold, or an affiliate of any of the foregoing;

• A principal of the exempt pool or the commodity pool operator, commodity trading advisor or investment adviser of the exempt pool, or an affiliate of any of the foregoing;

• An employee of the exempt pool or the commodity pool operator, commodity trading advisor or investment adviser of the exempt pool, or of an affiliate of any of the foregoing (other than an employee performing solely clerical, secretarial or administrative functions with regard to such person or its investments) who, in connection with his or her regular functions or duties, participates in the investment activities of the exempt pool, other commodity pools operated by the pool operator of the exempt pool or other accounts advised by the trading advisor or the investment adviser of the exempt pool, or by the affiliate; Provided, That such employee has been performing such functions and duties for or on behalf of the exempt pool, pool operator, trading advisor, investment adviser or affiliate, or substantially similar functions or duties for or on behalf of another person engaged in providing commodity interest, securities or other financial services, for at least 12 months;

16. Any other employee of, or an agent engaged to perform legal, accounting, auditing or other financial services for, the exempt pool or the commodity pool operator, commodity trading advisor or investment adviser of the exempt pool, or any other employee of, or agent so engaged by, an affiliate of any of the foregoing (other than an employee or agent performing solely clerical, secretarial or administrative functions with regard to such person or its investments); Provided, that such employee or agent is an accredited investor as defined in § 230.501(a)(5) or (6) or has been employed or engaged by the exempt pool, commodity pool operator, commodity trading advisor, investment adviser or affiliate, or by another person engaged in providing commodity interest, securities or other financial services, for at least 24 months

17. Any person who acquires a participation in the exempt pool by gift, bequest or pursuant to an agreement relating to a legal separation or divorce from a person listed herein

18. With respect to an exempt account; is an affiliate of the commodity trading advisor of the exempt account; a principal of the commodity trading advisor of the exempt account or of an affiliate of the commodity trading advisor; an employee of the commodity trading advisor of the exempt account or of an affiliate of the trading advisor (other than an employee performing solely clerical, secretarial or administrative functions with regard to such person or its investments) who, in connection with his or her regular functions or duties, participates in the investment activities of the trading advisor or the affiliate; Provided, That such employee has been performing such functions and duties for or on behalf of the trading advisor or the affiliate, or substantially similar functions or duties for or on behalf of another person engaged in providing commodity interest, securities or other financial services, for at least 12 months.

19. Any other employee of, or an agent engaged to perform legal, accounting, auditing or other financial services for, the commodity trading advisor of the exempt account or any other employee of, or agent so engaged by, an affiliate of the trading advisor (other than an employee or agent performing solely clerical, secretarial or administrative functions with regard to such person or its investments); Provided, That such employee or age; is an accredited investor as defined in § 230.501(a)(5) or (6); Has been employed or engaged by the commodity trading advisor or the affiliate, or by another person engaged in providing commodity interest, securities or other financial services, for at least 24 months

20. The spouse, child, sibling or parent of the commodity trading advisor of the exempt account or of a person who satisfies the criteria, provided that he establishment of an exempt account by any such family member is made with the knowledge and at the direction of the person; and the family member is not a qualified eligible; any person who acquires an interest in an exempt account by gift, bequest or pursuant to an agreement relating to a legal separation or divorce from a person listed herein; The estate of any person listed in herein.

21. A company established by any person listed herein of this section exclusively for the benefit of (or owned exclusively by) that person and any person listed herein

22. A Trust A Non-United States Person

23. An entity in which all of the unit owners or participants, other than the commodity trading advisor claiming relief under this section, are qualified eligible persons.

A. Declines to Represent Eligibility

A. The Subscriber does not make any representation as to its eligibility to participate in the Fund’s “new issues” profits and losses, regardless of its eligibility to receive such profits and losses.

B. Exempted Entity Status (For Entities)

The Subscriber: *

A. Is an “Exempted Entity” because it is one of the following:

(a) An investment company that is registered under the U.S. Investment Company Act of 1940, as amended;

(b) A publicly traded entity (other than a broker-dealer or an affiliate of a broker-dealer where such broker-dealer is authorized to engage in the public offering of new issues either as a selling group member or underwriter) that:

(i) is listed on a national securities exchange; or

(ii) is a foreign issuer whose securities meet the quantitative designation criteria for listing on a national securities exchange;

(c) A U.S. Employee Retirement Income Security Act of 1974, as amended, benefits plan that is qualified under Section 401(a) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), provided that such plan is not sponsored solely by a broker-dealer;

(d) An employee retirement benefits plan organized under and governed by the laws of the United States or of a foreign jurisdiction, provided that such plan or family of plans:

(i) has, in aggregate, at least 10,000 plan participants and beneficiaries and $10 billion in assets;

(ii) is operated in a non-discriminatory manner insofar as a wide range of employees, regardless of income or position, are eligible to participate without further amendment or action by the plan sponsor;

(iii) is administered by trustees or managers that have a fiduciary obligation to administer the funds in the best interests of the participants and beneficiaries; and

(iv) is not sponsored solely by a broker-dealer;

(e) A state or municipal government benefits plan that is subject to state and/or municipal regulation;

(f) A tax-exempt charitable organization under Section 501(c)(3) of the Code; or

(g) A church plan under Section 414(e) of the Code.

B. Is not an Exempted Entity.

C. Restricted Person Status

1. The Subscriber represents that (please select one (and only one) of the following): *

(a) It is exempt from the definition of “Restricted Person” because it is one of the following:

(i) A common trust fund or similar fund as described in Section 3(a)(12)(A)(iii) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), provided that:

A. the fund has investments from 1,000 or more accounts; and

B. the fund does not limit beneficial interests in the fund principally to trust accounts of persons listed in Item C.1(b) below (i.e., Restricted Persons);

(ii) An insurance company’s general, separate or investment account, provided that:

A. the account is funded by premiums from 1,000 or more policyholders, or, if a general account, the insurance company has 1,000 or more policyholders; and

B. the insurance company does not limit the policyholders whose premiums are used to fund the account principally to Restricted Persons, or, if a general account, the insurance company does not limit its policyholders principally to Restricted Persons;

(iii) An investment company organized under the laws of a foreign jurisdiction, provided that:

A. the investment company is listed on a foreign exchange for sale to the public or authorized for sale to the public by a foreign regulatory authority;

B. no person owning more than 5% of the shares of the investment company is a Restricted Person, the investment company has 100 or more direct investors, or the investment company has 1,000 or more indirect investors; and

C. the investment company was not formed for the specific purpose of permitting Restricted Persons to invest in new issues;

(b) It is a “Restricted Person” because the person having a beneficial interest in the Subscriber, is a person listed in clauses (i)-(iii) as included below. The Subscriber agrees that the Fund may, in its discretion, fully or partially restrict the Subscriber’s participation in the Fund’s new issues profits and losses, even if such restriction is not required by the rules of the U.S. Financial Industry Regulatory Authority, Inc. (“FINRA”).

(i)

A. A FINRA member or any other broker-dealer;

B. An officer, director, Fund Sponsor, associated person, or employee of a FINRA member or any other broker-dealer, other than a “limited business broker-dealer.” (“Limited business broker-dealer” means any broker-dealer whose authorization to engage in the securities business is limited solely to the purchase and sale of investment company/variable contract securities and direct participation program securities);

C. An agent of a FINRA member or any other broker-dealer (other than a limited business broker-dealer) that is engaged in the investment banking or securities business; or

D. An “immediate family member” of any person specified in Section B or C above of this clause (i). “Immediate family member” means a person’s parents, mother-in-law or father-in-law, spouse, brother or sister, brother-in-law or sister-in-law, son-in-law or daughter-in-law, and children, and any other individual to whom the person provides “material support” (as defined in FINRA Rule 5130);

(ii)

A. A person who acts as a finder in respect to public offerings or who acts in a fiduciary capacity to managing underwriters (including, among others, certain attorneys, accountants and financial consultants);

B. A person who has authority to buy or sell securities for a bank, savings and loan institution, insurance company, investment company, investment advisor, or Collective Investment Account. “Collective Investment Account” means any hedge fund, investment partnership, investment corporation, or any other collective investment vehicle that is engaged primarily in the purchase and/or sale of securities, other than a “family investment vehicle” (i.e., a legal entity that is beneficially owned solely by one or more of the following persons: (A) immediate family members, (B) family members, as defined under Rule 202(a)(11)(G)-1 of the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”), or (C) family clients, as defined under Rule 202(a)(11)(G)-1 of the Advisers Act) or an “investment club” (i.e., a group of friends, neighbors, business associates, or others that pool their money to invest in stock or other securities and are collectively responsible for making investment decisions); or

C. An immediate family member of a person specified in Section A or B of this clause (ii) if such person materially supports, or receives material support from, the immediate family member; or

(iii) A person, with respect to a broker-dealer other than a limited business broker-dealer, that:

A. Is listed, or required to be listed, in Schedule A of the Uniform Application for Broker-Dealer Registration (“Form BD”), except persons identified by an ownership code of less than ten percent (10%);

B. Is listed, or required to be listed, in Schedule B of Form BD, except persons whose listing on such Schedule relates to an ownership interest in a person listed on Schedule A of Form BD identified by an ownership code of less than ten percent (10%);

C. Directly or indirectly owns ten percent (10%) or more of a public reporting company listed, or that is required to be listed, in Schedule A of Form BD, other than a reporting company that is listed on a national securities exchange;

D. Directly or indirectly owns twenty five (25%) or more of a public reporting company listed, or required to be listed, in Schedule B of Form BD, other than a reporting company that is listed on a national securities exchange; or

E. Is an immediate family member of any person specified in Section A, B, C or D of this Section (iii).

Sub-sections A, B, C and D above shall not apply to a sovereign nation, a pool of capital of an investment fund or other vehicle owned or controlled by a sovereign nation and created for the purpose of making investments on behalf of or for the benefit of the sovereign nation. For these purposes, the term “sovereign nation” shall include political subdivisions, agencies and instrumentalities of a sovereign nation.

[Entities]

The Subscriber represents that one of the below: *

(a) None of its beneficial owners are Restricted Persons, and it agrees to notify the Fund immediately in writing if any of its beneficial owners are or become Restricted Persons; or

(b) It not owned solely by Restricted Persons and will not allocate to Restricted Persons more than ten percent (10%) of the new issues profits or losses allocated to it by the Fund. The Subscriber agrees to notify the Fund immediately in writing if this statement becomes untrue or inaccurate at any time.

D. Covered Person Status

Individuals who are executive officers or directors of a Public Company (as defined in Item D.1(b) below) or a Covered Non-Public Company (as defined in Item D.1(c) below), or who are materially supported by an executive officer or director of a Public Company or Covered Non-Public Company, shall be referred to as “Covered Persons.”

1. The Subscriber represents that (please select and, if applicable, complete one (and only one) of the following): *

(a) It is one of the following:

(i) A common trust fund or similar fund as described in Section 3(a)(12)(A)(iii) of the Exchange Act, provided that:

A. the fund has investments from 1,000 or more accounts; and

B. the fund does not limit beneficial interests in the fund principally to trust accounts of Covered Persons;

(ii) An insurance company’s general, separate or investment account, provided that:

A. the account is funded by premiums from 1,000 or more policyholders, or, if a general account, the insurance company has 1,000 or more policyholders; and

B. the insurance company does not limit the policyholders whose premiums are used to fund the account principally to Covered Persons, or, if a general account, the insurance company does not limit its policyholders principally to Covered Persons;

(iii) An investment company organized under the laws of a foreign jurisdiction, provided that:

A. the investment company is listed on a foreign exchange for sale to the public or authorized for sale to the public by a foreign regulatory authority;

B. no person owning more than 5% of the shares of the investment company is a Covered Person, the investment company has 100 or more direct investors, or the investment company has 1,000 or more indirect investors; and

C. the investment company was not formed for the specific purpose of permitting Covered Persons to invest in new issues;

(b) The Subscriber is or is “materially supported” defined in FINRA Rule 5131 as directly or indirectly providing more than twenty-five (25%) of a person’s income in the prior calendar year.

For the purposes of this Item (b), people living in the same household are deemed to be providing each other with material support by, an executive officer or director of a company that is registered under Section 12 of the Exchange Act or that files periodic reports pursuant to Section 15(d) of the Exchange Act (a “Public Company”). The Subscriber agrees that the Fund may, in its discretion, fully or partially restrict the Subscriber’s participation in the Fund’s new issues profits and losses, even if such restriction is not required by FINRA rules.

(c) The Subscriber is or is "materially supported" by, an executive officer or director of a company (other than a Public Company or an unaffiliated charitable organization) that has: (i) income of at least $1 million ($1,000,000) in the last fiscal year or in two of the last three fiscal years and shareholders’ equity of at least $15 million ($15,000,000); (ii) shareholders’ equity of at least $30 million ($30,000,000) and a two-year operating history; or (iii) total assets and total revenue of at least $75 million ($75,000,000) in the latest fiscal year or in two of the last three fiscal years (a “Covered Non-Public Company”). The Subscriber agrees that the Fund may at its own discretion, fully or partially restrict the Subscriber’s participation in the Fund’s new issues profits and losses, even if such restriction is not required by FINRA rules.

(d) The Subscriber is a Qualifying Unaffiliated Private Fund (as defined below) that has no person with a direct or indirect beneficial interest in the Subscriber who is both a Covered Person and a control person of the investment adviser of the Subscriber (each such Covered Person, a “Control Covered Person”). The Subscriber is a “Qualifying Unaffiliated Private Fund” if the Subscriber: (i) is a private fund, as defined in Section 202(a)(29) of the Advisers Act, (ii) is managed by an investment adviser, and such investment adviser does not have a control person in common with the Fund Sponsor, (iii) has assets greater than $50 million, (iv) does not have any single investor with beneficial interest of 25% or more of the Subscriber, and (v) was not formed for the specific purpose of investing in the Fund. If the Subscriber selects this Item D.1(d), it can skip the remainder of this Questionnaire.

(e) The Subscriber is a Qualifying Unaffiliated Private Fund and has one or more Control Covered Persons. The Subscriber agrees that the Fund may, in its discretion, fully or partially restrict the Subscriber’s participation in the Fund’s new issues profits and losses, even if such restriction is not required by FINRA rules. If the Subscriber selects this Item D.1(e), it should continue to Item D.2 below.

(f) The Subscriber (i) did not select Item D.1(d) or Item D.1(e); and (ii) is a corporation, partnership, limited liability company, trust, collective investment vehicle or other entity, in which one or more Covered Persons have a direct or indirect beneficial interest. The Subscriber agrees that the Fund may, in its discretion, fully or partially restrict the Subscriber’s participation in the Fund’s new issues profits and losses, even if such restriction is not required by FINRA rules. If the Subscriber selects this Item D.1(f), it should continue to Item D.2 below.

(g) None of the above statements is correct. If the Subscriber selects this Item D.1(g), it can skip the remainder of this Item D (choose if eligible for new issue income).

2. The Subscriber represents that (please select and, if applicable, complete one (and only one) of the following):

(a) Covered Persons (with respect to a Subscriber who has selected Item D.1(f)) or Control Covered Persons (with respect to a Subscriber who has selected Item D.1(e)) (as applicable, “Applicable Covered Persons”) with beneficial interests in the Subscriber are not permitted to participate in new issues profits or losses allocated to it by the Fund. The Subscriber agrees to notify the Fund immediately in writing if this statement ceases to be true at any time.

(b)

(i) Applicable Covered Persons with beneficial interests in the Subscriber are permitted to participate in new issues profits or losses allocated to it by the Fund, and

(ii) The following is a list of (A) the full legal name of all Public Companies and Covered Non-Public Companies of which the Subscriber’s Applicable Covered Persons or individuals who materially support them are executive officers or directors, (B) each such Public Company’s Ticker Symbol or ISIN and each such Covered Non-Public Company Tax Identification Number, as applicable, and (C) the aggregate percentage share of the Subscriber’s new issues profits or losses to be received by its Applicable Covered Persons that have such a relationship to that Public Company or Covered Non-Public Company

Section A - The Subscriber represents that it is, or is investing on behalf of one of the categories:

1. A plan or trust (an “ERISA Plan”) within the meaning of, and subject to the provisions of, the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”);

2. A plan subject to Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), including a Keogh plan or an individual retirement account (an “IRA”) which is not subject to ERISA;

3. An insurance company’s general account assets or the assets of an insurance company’s separate account or bank common or collective trust that has investors described in one or more of Items 1 and 2 of this Section A.

4. An entity in which twenty five percent (25%) or more of any class of its equity interests is held in the aggregate by one or more of the below, excluding from the twenty five percent (25%) computation non-benefit plan interests of any individual or entity (and affiliates thereof) with discretionary authority or control over the Subscriber’s assets.

5. A U.S. person or entity that (i) is exempt from U.S. federal income taxation (other than unrelated business taxable income) such as a private foundation, public charity or school endowment, a government plan or trust not subject to ERISA, or a “pass-through” entity whose investors are all U.S. tax-exempt and (ii) is not described in Items 1 through 4 of this Section A

Section A, Item 3a

Such investors include: Persons or entities described in Item 1 of this Section A.

Section A, Item 3b

Such investors include: Persons or entities described in Item 2 of this Section A.

Section A, Item 4a

Such investors include: Persons or entities described in Item 1 of this Section A.

Section A, Item 4b

Such investors include: Persons or entities described in Item 2 of this Section A.

Section A, Item 4c

Such investors include: Persons or entities described in Item 3 of this Section A.

Section B: If and only if the Subscriber has selected Items 1, 3(a) or 4(a) of Section A above, the Subscriber represents all of the following (please select if all five ERISA Plan Representations listed below are true):

ERISA Plan Representations

All five ERISA Plan Representations listed below are true

1. The ERISA Plan’s fiduciaries have been informed of and understand the Fund’s investment objectives, policies and strategies;

2. The ERISA Plan’s fiduciaries are permitted to invest the ERISA Plan’s assets in the Fund under the applicable documents of the ERISA Plan;

3. The investment by the ERISA Plan’s fiduciaries is consistent with the provisions of ERISA that require diversification of the ERISA Plan’s assets and impose other fiduciary responsibilities;

4. The ERISA Plan’s fiduciaries have given appropriate consideration to, among other things, the role that an investment in the Fund plays in the ERISA Plan’s portfolio, taking into account whether the investment is designed reasonably to further the ERISA Plan’s purposes, an examination of the risk and return factors, and the ERISA Plan’s liquidity, current return, projected return and anticipated cash flow needs; and

5. The ERISA Plan’s fiduciaries have consulted with appropriate counsel and have determined that an investment in the Fund is not a transaction prohibited by ERISA, such fiduciaries or the Code.

Section C: If and only if the Subscriber has selected Item 1, 3 or 4 of Section A above, the Subscriber represents one of the following Investment Company Act Representations:

Investment Company Act Representations

Representations Pertaining to Non-Participant-Directed Plans:

1. Plan participants are not permitted to decide whether or how much to invest in particular investment alternatives.

2. The decision to invest the assets of the plan in the Fund was made by the plan trustee or other fiduciary that makes investment decisions for the plan.

Representations Pertaining to Participant-Directed Plans:

1. The decision to invest the assets of the plan in the Fund and the amount and timing of such investment was, and any withdrawals of capital from the Fund shall be, made solely by plan fiduciaries without direction from or consultation with any plan participant, other than plan trustees acting in their capacity as fiduciaries.

2. Other than plan trustees acting in their capacity as plan fiduciaries, a plan participant’s investment discretion, if any thereof, is limited to allocating his account among a number of investment options, each of which has only an identified generic investment objective.

3. No representation is made to plan participants that any specific portion of their contributions to or account balances under the plan, or any specific portion of the relevant investment option, will be invested in a fund relying on the exclusion from the definition of an investment company pursuant to Section 3(c)(1) or Section 3(c)(7) of the U.S. Investment Company Act of 1940, as amended (the “1940 Act”).

4. Immediately following the plan’s investment in the Fund, at least fifty (50) percent of the relevant investment option under the plan will consist of securities or property other than securities issued by any private investment fund not registered under the 1940 Act in reliance on the exemptions contained in Section 3(c)(1) or Section 3(c)(7).

5. If the plan delivers information to plan participants that mentions an investment in the Fund, it is and will continue to be accompanied by a disclaimer to the effect that no assurances will be given that the investment option will continue to invest its assets, or the same portion of its assets, in the Fund.

Investment Advisers to Private Funds and Certain Commodity Pool Operators and Commodity Trading Advisors are required to provide certain reporting to the Securities and Exchange Commission. The reporting mandates private fund advisers report regulatory assets under management to the Financial Stability Oversight Council, in order to monitor risks to the US financial system. Most private funds that are marketed to U.S. investors fall within the scope of this definition, but there are several key exclusions. Investors should always consult with the Fund and seek appropriate independent legal advice to ascertain their PF Classification, where applicable

The Cayman Islands Securities Investment Business Act (“SIBA”) requires certain entities to apply for registration under SIBA if they are, carrying on securities investment business exclusively for one or more of the following classes of persons: a sophisticated person, a high net worth person or a company, partnership or trust of which the shareholders, unit holders or limited partners are all sophisticated persons or high net worth persons (hereinafter referred to as “Sophisticated Investors”).

A.    A “sophisticated person” is someone regulated by the Cayman Islands Monetary Authority (the “Authority”) or an overseas regulatory authority recognised by the Authority or whose securities are listed on a recognised securities exchange or who, by virtue of knowledge and experience in financial and business matters, is reasonably to be regarded as capable of evaluating the merits of a proposed transaction and participates in each transaction with a value or in monetary amounts of at least CI$80,000 (approximately US$100,000).

B.     A high net worth person is an individual whose net worth is at least CI$800,000 (approximately US$1,000,000) or any entity that has total assets of not less than CI$4,000,000 (approximately US$5,000,000).

Distribution Elections are subject to the terms and conditions as stated in the Fund Offering Documents.

Qualifying Investors as identified on the basis of one of the options below:

• Professional Investor- An investor who is a professional client within the meaning of Annex II of Directive 2004/39/EC (Markets in Financial Instruments Directive) (“MiFID”);

• Self Declared Informed Investor [€100K] - An investor who certifies that it is an informed investor on the basis that:

(i) the investor has such knowledge of and experience in financial and business matters as would enable the investor to properly evaluate the merits and risks of the prospective investment; or

(ii) the investor’s business involves, whether for its own account or the account of others, the management, acquisition or disposal of property of the same kind as the property of the ICAV.

• Assessed Informed Investor- An investor who receives an appraisal from an EU credit institution, a MiFID firm or a UCITS management company that the investor has the appropriate expertise, experience and knowledge to adequately understand the investment in the scheme.

• Exempted Assessed Informed Investor - An investor who is:

(i) the management company or general partner;

(ii) a company appointed to provide investment management or advisory services to the Fund.

(iii) a director of the management company, investment company or general partner or a director of a company appointed to provide investment management or advisory services to the Qualifying Investor AIF; and

(iv) an employee of the management company, investment company or general partner, or an employee of a company appointed to provide investment management or advisory services to the Qualifying Investor AIF, where the employee:

a. is directly involved in the investment activities of the Qualifying Investor AIF, or

b. is a senior employee of the company and has experience in the provision of investment management services.

Professional Investor are defined on the basis of:

• An entity which authorised or regulated by:

o a member state under a European Community Directive, 

o a member state without reference to such Directive

o a non-Member State

o to operate in the financial markets as a: 

o Investment firm

o Other authorised or regulated financial institution

o Collective investment scheme and management company of such scheme 

o Other institutional investors 

• A large undertakings meeting two of the following size requirements, on a portfolio basis: 

o Balance sheet total at least EUR 20.000.000 

o Net turnover at least EUR 40.000.000 

o Own funds at least EUR 2.000.000 

• A national / regional government / public body that manage public debt / Central Bank/ World Bank / the IMF / ECB / European Investment Bank / other international and supranational institution. 

• An institutional investor whose main activity is to invest in financial instruments

Informed Investor have the necessary experience and knowledge to be able to evaluate the appropriateness of the investment in the Company and confirm in writing that they are:

• An investor who receives an appraisal from an EU credit institution, a MiFID firm or a UCITS management company that the investor has the appropriate expertise, experience and knowledge to adequately understand the investment in the scheme., 

• An investor who has been appraised by an EU credit institution, a MiFID firm or a UCITS management company confirming that I/we have the appropriate expertise, experience and knowledge to adequately understand the investment in the scheme

• An investor with such knowledge and experience in financial and business matters as to enable the me/we to properly evaluate the merits and risks of the prospective investment.

• An investor whose business involves, whether for my/our own account and/or the account of others, the management, acquisition or disposal of property of the same kind as the property of the ICAV, 

• An investor who is the management company or general partner, 

• An investor who is a company appointed to provide investment management or advisory services to the Fund, 

• An investor who is a director of the management company, investment company or general partner or a director of a company appointed to provide investment management or advisory services to the Fund

• An investor who is an employee of the management company, investment company or general partner, or an employee of a company appointed to provide investment management or advisory services to the Qualifying Investor AIF, where the employee:

o is directly involved in the investment activities of the Qualifying Investor AIF, or

o is a senior employee of the company and has experience in the provision of investment management services.