Accredited Investor Status:

 

The New Limited Partner represents that it is an “accredited investor” within the meaning of Regulation D under the Securities
Act of 1933, as amended (the “Securities Act”), and has indicated
below each category under which the New Limited Partner qualifies as an accredited investor.  The New Limited Partner is as of the
Admission Date:

(a) an individual who had an income in  excess of $200,000 in each of the two most recent years (or joint income with his or her spouse in excess of $300,000 in each of those years) and has a reasonable expectation of reaching the same income level in the coming year;

(b) an individual who has a net worth (or joint net worth with his or her spouse) in excess of $1,000,000 (excluding the
value of such individual’s primary
residence)1;

(c) an Individual Retirement Account (“IRA”) or revocable trust and the individual who established the IRA or each grantor of the trust is an accredited investor on the basis of (a) or (b) above;

(d) a self-directed pension plan and the participant who directed that assets of his or her account be invested in the Partnership is an accredited investor on the basis of (a) or (b) above and such participant is the only participant whose account is being invested in the Partnership;
(e) a pension plan which is not a self-directed plan and which has total assets in excess of $5,000,000;

(f) an irrevocable trust which consists of a single trust (i) with total assets in excess of $5,000,000, (ii) which was not formed for the specific purpose of investing in the Partnership and (iii) whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment;

(g) a corporation, a partnership, a limited liability company or a Massachusetts or similar business trust, that was not formed for the specific purpose of acquiring an interest in the Partnership, with total assets in excess of $5,000,000;

(h) an entity in which all of the equity owners are accredited investors; or

(i) none of the above applies (further information may be required to determine accredited investor status).


In calculating net worth, an individual must include as a liability the amount of indebtedness secured by such individual's
primary residence that is incurred (i) at any time and is in excess of the estimated fair market value of such residence, or (ii) within 60 days prior to the Admission Date (other than as a result of the acquisition of such residence).