Units will be sold
only to “accredited investors” as defined
under Regulation D, adopted by the Securities and Exchange Commission
under the Securities Act of 1933 (the “Act”) who also meet
the additional income and net worth requirements described herein (“Accredited
Investors”). All Accredited Investors must be of substantial
means with no need for liquidity with regard to this investment and must
meet certain eligibility and suitability standards, some of which are
set forth below, and must execute a Subscription Agreement in the form
attached hereto as Exhibit C (the “Subscription Agreement”). By
executing the Subscription Agreement, an Investor makes certain representations
and warranties upon which the Manager will rely in accepting subscriptions. Read
the Subscription Agreement carefully.
In order to qualify as an Accredited Investor, an individual Investor
must satisfy the requirements of either paragraph (1) or (2) below and,
in addition, must satisfy the requirements of paragraph (3) below:
(1) The Investor’s net
worth, or joint net worth with such investor’s spouse, at the time
of purchase must exceed $1,000,000 (the value of the Investor’s
home, furnishings and automobiles may be included for purposes of calculating
such investor’s net worth under this paragraph); or
(2) The Investor’s
income exceeded $200,000 in each of the two most recent years, or joint
income with his or her spouse exceeded $300,000 in each of those years,
and the investor has a reasonable expectation of reaching the same
income level in the current year; and
(3) Each Investor must have either: (a) a
net worth of at least $250,000 and an annual gross income of at least
$65,000; or (b) a net worth of at least $500,000. (the value of
the Investor’s home, furnishings and automobiles may not be
included for the purposes of calculating such Investor’s net worth
under this paragraph).
Other standards may
apply to investors that are not individuals, such as trusts, partnerships
or other entities. Specific questions concerning
Accredited Investor status should be directed to the Manager.
All Units may be
acquired for investment purposes only, and not with a view to, or for
resale in connection with, any distribution thereof (see, “Restrictions on Transfer”).