Qualified Purchaser Certification

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Please answer the questions below for yourself or on behalf of the intended beneficial owner of the Interest (the "Subscriber") hereby representing and warranting that the Subscriber qualifies as a "qualified purchaser" (as such term is defined under the Investment Company Act of 1940, as amended (the "Investment Company Act") pursuant to at least one of the following tests. (Please check all that apply)

The Subscriber is a natural person (including a person who holds a joint, community property or similar shared ownership interest in the Fund with that person's qualified purchaser spouse) who owns not less than $5,000,000 in "investments."ⁱ

The Subscriber is a company, partnership or trust that (i) was not formed for the specific purpose of acquiring the Interest, (ii) is not operated for the specific purpose of acquiring the Interest, (iii) is investing an amount in the Fund that represents less than 40% of its assets, (iv) owns not less than $5,000,000 in investments and (v) is owned directly or indirectly (A) by or for two or more natural persons who are (1) related as siblings or spouse (including former spouses), (2) direct lineal descendants by birth or adoption, (3) spouses of such persons, (4) the estates of such persons, or (B) by foundations, charitable organizations or trusts established by or for the benefit of such persons.

The Subscriber is a trust that is not covered by the immediately preceding paragraph as to which the trustee or other person authorized to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is considered a qualified purchaser (other than by reason of the provisions of this paragraph).

The Subscriber is an entity that in the aggregate owns and invests on a discretionary basis not less than $25,000,000 in investments; and either

is not an entity that is excepted from the definition of an "investment company" under the Investment Company Act pursuant to Section 3(c)(1) or Section 3(c)(7) thereunder; OR
(i) was not formed for the specific purpose of acquiring the Interest, (ii) is not operated for the specific purpose of acquiring the Interest, (iii) the amount of its investment in the Fund represents less than 40% of its assets, and (iv) has obtained consent to its treatment as a qualified purchaser from all of its direct "beneficial owners" that have held an interest in the Subscriber from on or before April 30, 1996 (a "Pre-April 30 Holder"). As described in the footnote to this item, under certain circumstances, consent must be obtained from the Pre-April 30 Holders of the direct beneficial owners of the Subscriber.ⁱⁱ Checking this box will be a representation that such consent has been obtained.

The Subscriber is a qualified purchaser because the Subscriber is an entity and each beneficial owner of the Subscriber is a qualified purchaser.*

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i The term "investments" shall mean any or all (i) securities (as defined in the Securities Act of 1933, as amended), except for securities of issuers controlled by the Subscriber ("Control Securities") unless the issuer of the Control Securities is itself a registered or private investment company or is exempted from the definition of investment company by Rule 3a-6 or Rule 3a-7 under the Investment Company Act, or the Control Securities represent securities of an issuer that files reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, or the issuer of the Control Securities has a class of securities listed on a designated offshore securities market, or the issuer of the Control Securities is a private company with shareholders' equity not less than $50 million determined in accordance with generally accepted accounting principles, as reflected in the company's most recent financial statements (provided such financial statements were issued within 16 months of the date of Subscriber's purchase of Interest); (ii) futures contracts or options thereon held for investment purposes, (iii) physical commodities held for investment purposes; (iv) swaps and other similar financial contracts entered into for investment purposes; (v) real estate held for investment purposes; and (vi) cash and cash equivalents held for investment purposes.

Note: In determining whether the $5 million or $25 million thresholds are met, investments can be valued at cost or market value as of a recent date. Investments acquired with indebtedness should not be included in determining whether the threshold has been met.

ii If (i) a direct beneficial owner of the Subscriber is itself a private investment company that controls or is controlled by the Subscriber, and (ii) at October 11, 1996, the Subscriber was required under the Investment Company Act to "look through" to the beneficial owners of such direct owner for purposes of the 100-investor limit under Section 3(c)(1) of the Investment Company Act, then the Subscriber must obtain consent from each indirect beneficial owner that is a Pre-April 30 Holder.