1. Portfolio Requirement means that Client –
(a) owns securities (excluding interests in issuers with which Client is affiliated) and other investments with an aggregate market value of at least $2 million;
(b) has on deposit for its own account with a futures commission merchant, at any time during the preceding six months, $200,000 or more in exchange-specified initial margin and option premiums for futures and other commodity interest positions, or
(c) has a portfolio comprised of a proportionate combination of the investments specified in (a) above the margin and premium specified in (b) above – e.g., investments of $1,000,000 and margin and option premiums of $100,000.
Natural Persons (i.e., Individuals)
2. Client meets the Portfolio Requirement AND either
(a) has a net worth (excluding the value of the primary residence of such natural person), or joint net worth with spouse, exceeding $1 million, OR
(b) has had individual gross income of $200,000 or more in the past two calendar years, or joint gross income with spouse of $300,000 in those years and, in either case, has a reasonable expectation of his individual or joint gross spousal income, respectively, reaching the same level in the current year.
Client is a “qualified purchaser” under Section 2(a)(51) of the Investment Company Act of 1940, as amended (and is not required to meet the Portfolio Requirement).
Pension and Profit-Sharing Plans
3. Client meets the Portfolio Requirement AND is –
(a) An employee benefit plan under ERISA: (i) whose decision to invest in the Fund is made by a plan fiduciary (as defined in ERISA §3(21)) that is a registered investment adviser, bank, savings and loan association, or insurance company; or (ii) with total assets exceeding $5 million; or (iii)that is a self directed plan, and the decision to invest in the Fund is made by a QEP; or
(b) A plan established and maintained by a state, a political subdivision thereof, or any agency or instrumentality thereof, for the benefit of its employees and with total assets exceeding $5 million.
Individual Retirement Accounts
4. An IRA whose owner is a QEP under (1) or (2) above.
Partnerships, Corporations and other Entities
5. Client meets the Portfolio Requirement AND is –
(a) A commodity pool, trust, insurance company separate account or bank collective trust: (i) with total assets exceeding $5 million, (ii) that was not formed for the purpose of investing in the Fund and (iii) whose decision to invest in the Fund was directed by a QEP. (If the entity does not meet these tests, it may still qualify as a QEP under (10) below.)
(b) A corporation, a partnership or a Massachusetts or similar business trust, but which is not a commodity pool, that: (i) has total assets exceeding $5 million and (ii) was not formed for the specific purpose of investing in the Fund;
(c) An insurance company (as defined in §2(1) of the Securities Act) acting for its own account or for the account of a QEP; an investment company registered under the ICA, or a business development company as defined therein which was not formed for the specific purpose of investing in the Fund; a bank (as defined in §3(a)(2) of the Securities Act) or savings and loan or other institution (as defined in §3(a)(5)(A) of the Securities Act) acting for its own account or that of a QEP; or an organization described in §501(c)(3) of the Internal Revenue Code with total assets exceeding $5 million; or
(d) A governmental entity (including the U.S., any state, or a non-U.S. jurisdiction) or political subdivision thereof, or a multinational or supranational entity, or any instrumentality, agency or department of any of the foregoing, if authorized by law to invest in a commodity pool.
Investment Professionals and Related Persons
6. A CFTC-registered commodity pool operator (“CPO”) or commodity trading advisor (“CTA”) who:
(a) has been registered and active as such for two years or
(b) in the case of a CPO operates pools with aggregate assets exceeding $5 million, or in the case of a CTA advises accounts with aggregate assets deposited with futures commission merchants exceeding $5 million.
7. With respect to an exempt pool (such as the Fund):
(a) The CPO, CTA or investment adviser of the exempt pool offered or sold, or an affiliate of any of the foregoing;
(b) A principal of the exempt pool or the CPO, CTA or investment adviser of the exempt pool, or an affiliate of any of the foregoing;
(c) An employee of the exempt pool or the CPO, CTA or investment adviser of the exempt pool, or of an affiliate of any of the foregoing (other than employees 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 or other accounts advised by the CTA or the investment adviser of the exempt pool, other commodity pools operated by the CPO of the exempt pool or other accounts advised by the CTA or the investment adviser of the exempt pool, or by the affiliate; provided that such employee has been performing such functions or duties for or on behalf of the exempt pool, CPO, CTA, investment adviser or affilate, 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;
(d) Any other employee of, or an agent engaged to perform legal, accounting, auditing or other financial services for, the exempt pool or the CPO, CTA or investment adviser of the exempt pool, or any other employee of, or agent so engaged by, an affiliateof 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” as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended; 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;
(e) The spouse, child, sibling or parent of a person who satisfies the criteria of 7(a)-(d) above; provided that: (i) an investment in the exempt pool by any such family member is made with the knowledge and at the direction of the person; and (ii) the family member is not a “qualified eligible person” for the purposes CFTC Rule 4.7(a)(3)(xi);
8. A CFTC-registered futures commission merchant.
9. An SEC-registered broker or dealer.
10. An entity in which all the owners or participants are QEPs.
Non-United States Persons
11. An individual who is not a resident of the United States.
12. A corporation, partnership or other entity organized principally for passive investment (such as a commodity pool or investment company) that (a) was not formed for the principal purpose of enabling U.S. Persons to participate in the Fund or in other commodity pools exempt under CFTC Rule 4.7; and (b) is 90% or more owned by Non-U.S. Persons and U.S. Persons that are QEPs.
13. A corporation, partnership or other entity, other than a passive investment entity as described immediately above, organized under the laws of, and with its principal place of business in, a non-U.S. jurisdiction.
14. A pension plan for the employees, officers or principals of an entity organized and with its principal place of business outside the U.S.
15. An estate or trust whose income is not subject to U.S. income tax, regardless of source.
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