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Qualified Eligible Person Definition  An investor in an exempt pool must meet one of the tests 1-24 below to be a Qualified Eligible Person (QEP). As used in the tests below, “Portfolio Requirement” means that the investor:

(a)    owns securities (including pool participations) of issuers not affi liated with the investor and other investments with an aggregate market value of at least$2,000,000; or

(b)    has had on deposit with a futures commission merchant, for its own account at any time during the six-month period preceding the date of sale to the investor of an interest in the exempt pool, at least $200,000 in exchange-specifi ed initial margin and option premiums for commodity interest transactions; or

(c)    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 percent. Example: $1,000,000 in securities and other property (50 percent of requirement in (a)) and $100,000 in exchange-specifi ed initial margin and (a) option premiums (50 percent of requirement in (b)).

1.    A natural person who is an “accredited investor” as defi ned under Regulation D of the Securities and Exchange Commission and who satisfies the Portfolio Requirement.

2.    A corporation, Massachusetts or similar business trust, or partnership, limited liability company or similar business venture, other than a pool, which has total assets in excess of $5,000,000 and is not formed for the specific purpose of participating in the exempt pool, and which satisfi es the Portfolio Requirement.

3.    A pool, trust, insurance company separate account or bank collective trust, with total assets in excess of $5,000,000, not formed for the specific purpose of participating in the exempt pool, and whose participation in the exempt pool is directed by a qualifi ed eligible person, and which satisfi es the Portfolio Requirement.

4.    An organization described in Section 501(c)(3) of the Internal Revenue Code of 1986 (Code), with total assets in excess of $5,000,000, and which satisfi es the Portfolio Requirement.

5.    An employee benefit plan within the meaning of Employee Retirement Income Security Act of 1974 (ERISA), provided that the investment decision is made by a plan fiduciary, as defi ned in Section 3(21) of ERISA, which is a bank, savings and loan association, insurance company, or registered investment adviser; or an employee benefit plan with total assets in excess of $5,000,000; or
a self-directed plan whose investment decisions are made solely by persons that are qualifi ed eligible persons, and in each case the plan satisfi es the Portfolio Requirement.

6.    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 benefi t of its employees, if such a plan has total assets in excess of $5,000,000, and if the plan satisfi es the Portfolio Requirement.

7.    An investment company registered under the Investment Company Act or a business development company as defined in Section 2(a)(48) of the Investment Company Act not formed for the specifi c purpose of investing in the exempt pool, and in each case the company satisfi es the Portfolio Requirement.

8.    A bank as defi ned in Section 3(a)(2) of the Securities Act of 1933 (Securities Act), or any savings and loan association or other institution as defi ned in Section 3(a)(5)(A) of the Securities Act acting for its own account or for the account of a qualifi ed eligible person, and which satisfi es the Portfolio Requirement.

9.    An insurance company as defi ned in Section 2(13) of the Securities Act acting for its own account or for the account of a qualifi ed eligible person, and which satisfi es the Portfolio Requirement.

10.    A private business development company as defi ned in Section 202(a)(22) of the Investment Advisers Act of 1940 (the “Advisers Act”), and which satisfi es the Portfolio Requirement.

11.    Except as provided for the governmental entities referenced in item 7 above, if otherwise authorized by law to engage in such transactions, a governmental entity (including the United States, a state or foreign government) or political subdivision thereof, or a multinational or supranational entity or an instrumentality, agency or department of any of the foregoing, which satisfi es the Portfolio Requirement.

12.    A “qualified purchaser” as defi ned in Section 2(a)(51A) of the Investment Company Act, or a “knowledgeable employee” as defined in Rule 3c-5 under the Investment Company Act.

13.    A trust, not formed for the specific purpose of participating in the exempt pool, in which the trustee or other person authorized to make the investment decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a qualifi ed eligible person.

14.    An organization described in Section 501(c)(3) of the Code, in which the trustee or other person authorized to make the investment decisions with respect to the organization, and the person who established such organization, is a qualified eligible person.

15.    An entity in which all of the unit owners or participants are qualifi ed eligible persons.

16.    A pool that is operated pursuant to an effective claim for exemption under CFTC Rule 4.7.

17.    An entity as to which a notice of eligibility has been fi led 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 qualifi ed eligible persons.

18.    A futures commission merchant registered pursuant to Section 4d of the CEA, or a principal thereof.

19.    A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, or a principal thereof.

20.    A registered commodity pool operator, or a principal thereof, 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.

21.    A registered commodity trading advisor, or a principal thereof, 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.

22.    An investment adviser registered pursuant to Section 203 of the Advisers Act or pursuant to the laws of any state, or a principal thereof, 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.

23.    Any employee of, or an agent engaged to perform legal, accounting, auditing or other fi nancial 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: (i) is an accredited investor; and (ii) 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.

24.    A Non-United States person, as defined in CFTC Rule 4.7(a).

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