Natural Persons. A natural person who (together, in the case of a natural person, with assets held jointly with a spouse) owns not less than $5,000,000 of investments.
Private Investment Funds. An entity that (a) was not formed for the specific purpose of investing in the Fund; (b) would be an investment company under the ICA but for the exclusions from investment company status in section 3(c)(1) or 3(c)(7) thereof; (c) owns $25 million or more in Net Investments; and (d) has obtained the consent from its beneficial owners to be treated as a QP, if necessary, in accordance with the consent requirements of Section 2(a)(51)(C) of the ICA.
Employee Benefit Plans. An employee benefit plan that (a) owns $25 million or more in Net Investments and (b) does not permit its participants to decide whether and how much to invest in particular investment alternatives, unless each participant is itself a QP.
Family Companies. An entity that (a) was not formed for the specific purpose of investing in the Fund; (b) owns Net Investments of $5 million or more; and (c) 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 or estates of such persons, or foundations, charitable organizations or trusts established by or for the benefit of such persons.
Trusts. A trust that was not formed for the specific purpose of investing in the Fund and with respect to which the 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, are QPs.
Entities Generally. Any entity – other than a private investment fund (see A2 above) or employee benefit plan (see A3 above) – that was not formed for the specific purpose of investing in the Fund and that owns and invests on a discretionary basis, for its own account or for the accounts of QPs, $25 million or more in Net Investments. (Include in the Net Investments of the entity any Net Investments owned by: a subsidiary in which the entity is a majority owner; a parent company that owns a majority of the entity; and a company that is majority owned by the entity and other subsidiaries of the parent.)
Entities Composed Entirely of QPs. Any entity all of whose securities are beneficially owned by QPs, whether or not the entity was formed for the specific purpose of investing in the Fund.
QIBs. A qualified institutional buyer (“QIB”) as defined in SEC Rule 144A under the Securities Act that is acting for its own account or for the account of another QIB or a QP. (However, in order to be a QP by virtue of its QIB status, a dealer described in Rule 144A(a)(1)(ii) must own and invest on a discretionary basis at least $25 million in securities of persons that are not affiliated persons of the dealer. Also, a plan described in Rule 144A(a)(1)(D) or (E), or a trust fund described in Rule 144A(a)(1)(F) that holds the assets of such a plan, will not be deemed acting for its own account if the plan’s investment decisions are made by its beneficiaries, except for investment decisions made solely by the plan’s fiduciary, trustee or sponsor.)

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