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Qualified Purchaser Qualification*:

You are an “accredited investor” as such term is defined in Regulation D under the 1933 Act. You qualify as one of the following:

  1. INDIVIDUAL WITH $1 MILLION NET WORTH. A natural person whose individual net worth, or joint net worth with his or her spouse, exceeds $1 million.
     
  2. INDIVIDUAL WITH $200,000 INDIVIDUAL ANNUAL INCOME. A natural person (not an entity) who had an individual income in excess of $200,000 in each of preceding two years and has a reasonable expectation of reaching same income level in current year.
     
  3. INDIVIDUAL WITH $300,000 JOINT ANNUAL INCOME. A natural person (not an entity) who had joint income with his or her spouse in excess of $300,000 in each of preceding two years and has a reasonable expectation of reaching same income level in current year.

You are a “qualified client” as that term is defined in Regulation 205-3 under the Investment Advisers Act of 1940, as amended. You qualify as one of the following:
  1. The Investor has at least $750,000 under management with the General Partner (including those assets contributed to the Partnership);
  2. The Investor has a net worth, or a joint net worth with his or her spouse in the case of a natural person, of more than $1,500,000;
  3. The Investor is a “qualified purchaser” as defined in section 2(a)(51)(A) of the Investment Company Act of 1940, as amended (“ICA”).

You are a company with not less than US$5,000,000 in investments and that is owned directly or indirectly by or for: 
-- Two or more natural persons who are related as siblings or spouses (including former spouses); 
-- Direct lineal descendants by birth or adoption and spouses of such persons; 
-- Estates of such persons; 
-- Foundations, charitable organizations or trusts established by or for the benefit of such persons.

You are a trust -- not formed for the specific purpose of acquiring interests in any of the Black Diamond Funds -- to which the person authorized to make decisions, and each settlor or individual who has contributed to the trust, is described above or below.

You are a person or entity acting for his or her own account, or for accounts of other persons described above, who cumulatively own and invest on a discretionary basis not less than US$25,000,000.

You are a qualified institutional buyer ("QIB") as defined under SEC Rule 144A, except that (i) QIBs which are dealers must own and invests at least US$25,000,000 of QIB securities and (ii) self-directed employee benefit plans cannot be qualified purchasers (i.e. each employee must be a qualified investor).
You are an entity in which all of the equity owners are persons described above.

The descriptions of “accredited investor,” “qualified client,” “qualified purchaser,” “qualified institutional buyer” and other terms used, and the criteria set forth, in this Qualified Purchaser Qualification section are derived from statutes and regulations that are subject to varying interpretations and modifications from time to time. If you have any questions about the definitions of any of these terms or their application to you, you should consult with your counsel.

 

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