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Definition of Qualified Purchaser:

1. "Qualified Purchaser" under the Investment Company Act of 1940 as amended is generally defined as follows:
   1. An individual (including any natural person who holds a joint, community property or other shared ownership interest with that person’s spouse) who holds at least $5,000,0000 in Investments;
   2. A family company defined as a legal entity or other organized group of persons that is wholly owned directly or indirectly by or for two or more individuals who are related as family members, that owns at least $5,000,000 in Investments;
   3. A trust not covered by the above family company that is not formed for the specific purpose of investing and of which each trustee who makes investment decisions on behalf of the trust and each contributor is otherwise a Qualified Purchaser;
   4. A person, acting for its, his or her own account or the accounts of other Qualified Purchasers, who owns and invests on a discretionary basis at least $25,000,000 in Investments;
   5. A company (regardless of the amount of such company's Investments) beneficially owned exclusively by Qualified Purchasers.
   6. A “qualified institutional buyer” (as defined in SEC Rule 144A) that meets, if applicable, the dealer and employee benefit plan requirements;
   7. A “Charitable Corporation” of which all of the persons who have contributed assets are related that owns not less than $5,000,000 in Investments, and was not formed for the specific purpose of investing; or
   8. A “Charitable Corporation” of which each person authorized to make investment decisions, and each person who has contributed assets, is a “qualified purchaser” and was not formed for the specific purpose of investing.
2. "Investments" means the following:
   1. Securities, including stocks, bonds and notes, other than securities of an issuer that controls, is controlled by or is under common control with the prospective qualified purchaser (e.g., an interest in a family-owned or closely-held business). Notwithstanding the foregoing, Investments includes securities held in
      1. any company that files reports under the Securities Exchange Act of 1934 or has a class of securities that are listed on a “designated offshore securities market,”
      2. any registered or unregistered investment company or commodity pool and
      3. any private company with shareholders’ equity of not less than $50 million.
   2. Real estate held for investment purposes. Real estate is not held for investment purposes if it is used by the prospective qualified purchaser or a related person for personal purposes or as a place of business, or in connection with the conduct of the trade or business of the prospective qualified purchaser or a related person; provided that real estate owned by a prospective qualified purchaser who is engaged primarily in the business of investing, trading or developing real estate in connection with such business may be deemed to be held for investment purposes. Residential real estate shall not be deemed to be used for personal purposes if deductions with respect to such real estate are not disallowed by section 280A of the Internal Revenue Code of 1986, as amended.
   3. Commodity interests, namely commodity futures contracts, options or commodity futures and options on physical commodities traded on a contract market or board of trade, held for investment purposes. A commodity interest or physical commodity owned, or a financial contract entered into, by a prospective qualified purchaser who is engaged primarily in the business of investing, reinvesting, or trading in commodity interests, physical commodities or financial contracts in connection with such business may be deemed to be held for investment purposes.
   4. Physical commodities (e.g., gold and silver), with respect to which futures contracts are traded on a contract market or board of trade, held for investment purposes (see c above).
   5. Financial contracts (e.g., swaps and similar individually negotiated financial transactions), other than securities, held for investment purposes (see C above).
   6. In respect of a prospective qualified purchaser which is an excepted investment company or a commodity pool, any amounts payable to such prospective qualified purchaser pursuant to a firm agreement or similar binding commitment pursuant to which a person has agreed to acquire an interest in, or make capital contributions to, the prospective qualified purchaser upon demand.
   7. Cash and cash equivalents (e.g., foreign currencies, bank deposits, certificates of deposit, bankers acceptances and the net cash surrender value of an insurance policy) held for investment purposes. Neither cash used by an individual to meet everyday expenses nor working capital used by a business is considered cash held for investment purposes.