(i) If an individual, the investor has a net worth, either individually or upon a joint basis with the investor’s spouse, of at least $1,000,000, excluding the net equity value of such individual's primary residence, if any, but including as a liability the amount by which any indebtedness secured by such residence exceeds the fair market value of such residence, or has had an individual income in excess of $200,000 for each of the two most recent years, or a joint income with the Investor’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.

(ii) The investor is an irrevocable trust with total assets in excess of $5,000,000 whose purchase is directed by a person with such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of the prospective investment.

(iii) The investor is a bank, insurance company, investment company registered under the Investment Company Act, a broker or dealer registered pursuant to Section 15 of the U.S. Securities Exchange Act, a business development company, a Small Business Investment Company licensed by the U.S. Small Business Administration, a plan with total assets in excess of $5,000,000 established and maintained by a state for the benefit of its employees, or a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act.

(iv) The investor is an employee benefit plan and either all investment decisions are made by a bank, savings and loan association, insurance company, or registered investment adviser, or the investor has total assets in excess of $5,000,000 or, if such plan is a self-directed plan, investment decisions are made solely by persons who are accredited investors.

(v) The investor is a corporation, partnership, business trust or limited liability company, not formed for the purpose of acquiring an interest in the private fund, or an organization described in Section 501(c)(3) of the Internal Revenue Code, in each case with total assets in excess of $5,000,000.

(vi) The investor is an entity in which all of the equity owners (or a living trust or other revocable trust in which all of the grantors to such trust) qualify under clause (i), (ii), (iii), (iv) or (v) above or this clause (vi).