Investor Questionnaire

This Questionnaire is part of the Subscription Agreement between [Legal name of the subscribing investor completing the questionnaire], the Investor, and [Legal name of the Delaware limited partnership], the Partnership, whose general partner is [Legal name of the general partner] and whose investment manager is [Legal name of the investment manager]. The General Partner will rely on the Investor's answers to determine whether the Investor may be admitted, whether the Partnership can continue to rely on its exemptions, and whether the Investor may participate in new issues. Answer each question on the basis of facts the Investor knows or can determine. Check each box that applies, attach additional pages if necessary, and notify the General Partner promptly if any answer ceases to be accurate.

Full legal name: _______________

Form of investor (individual, joint account, trust, corporation, partnership, limited liability company, retirement account, or other): _______________

Jurisdiction of residence or organization: _______________

Residence or principal place of business address: _______________

Mailing address, if different: _______________

E-mail address for notices and reports: _______________

Taxpayer identification number: _______________

Date of birth (individuals) or date of formation (entities): _______________

Check each statement that is true of the Investor. The General Partner uses these answers to determine whether it reasonably believes the Investor is an accredited investor under Rule 501(a) of Regulation D.

• [ ] A natural person whose individual net worth, or joint net worth with a spouse or spousal equivalent, exceeds $1,000,000, excluding the value of the person's primary residence and the related indebtedness as Rule 501(a)(5) provides.

• [ ] A natural person whose individual income exceeded $200,000, or whose joint income with a spouse or spousal equivalent exceeded $300,000, in each of the two most recent years, and who reasonably expects to reach the same level this year.

• [ ] A natural person who holds in good standing a professional certification the Securities and Exchange Commission has designated for this purpose, such as the Series 7, Series 65, or Series 82 license.

• [ ] A natural person who is a director, executive officer, trustee, general partner, or advisory board member of the Partnership, the General Partner, or the Manager, or an employee of the Manager, other than in a solely clerical, secretarial, or administrative role, who participates in the Partnership's investment activities and has done so for at least twelve months. Describe the position: _______________

• [ ] A bank, savings and loan association, registered broker-dealer, registered or state-registered investment adviser, exempt reporting adviser, insurance company, registered investment company, business development company, small business investment company, or rural business investment company.

• [ ] A corporation, partnership, limited liability company, business trust, or Section 501(c)(3) organization, not formed for the specific purpose of investing in the Partnership, with total assets exceeding $5,000,000.

• [ ] A trust with total assets exceeding $5,000,000, not formed for the specific purpose of investing in the Partnership, whose investment is directed by a person with the knowledge and experience in financial and business matters that Rule 506(b)(2)(ii) describes.

• [ ] An employee benefit plan, or a plan maintained by a state or its political subdivisions for its employees, that meets the asset or fiduciary conditions of Rule 501(a)(1).

• [ ] An entity of another type, not formed for the specific purpose of investing in the Partnership, owning investments exceeding $5,000,000.

• [ ] A family office with assets under management exceeding $5,000,000 that meets the other conditions of Rule 501(a)(12), or a family client whose investment that family office directs.

• [ ] An entity each of whose equity owners meets one of the statements above. For each equity owner, give its name and the facts on which it meets one of those statements: _______________

If no statement applies, describe the facts on which the Investor may otherwise be eligible to purchase under the exemption from registration on which the offering relies, such as the knowledge and experience in financial and business matters of the Investor or its purchaser representative: _______________

Check each statement that is true of the Investor. The General Partner uses these answers to determine whether the Investor is a qualified client under Rule 205-3(d)(1) under the Investment Advisers Act of 1940.

• [ ] Immediately after its subscription, the Investor will have at least $1,400,000 under the management of the Manager, including its investment in the Partnership.

• [ ] Immediately before its subscription, the Investor has a net worth of more than $2,700,000, together with assets held jointly with a spouse in the case of a natural person, excluding the value of a natural person's primary residence and the related indebtedness as Rule 205-3(d)(1)(ii)(A) provides.

• [ ] The Investor meets one of the statements under Qualified Purchaser Status below, and completes that section with the facts it asks for.

• [ ] The Investor is a natural person who is an executive officer, director, trustee, or general partner of the Manager, or an employee of the Manager who participates in its investment activities and has done so, for the Manager or another company, for at least twelve months.

Is the Investor a company that would be an investment company but for Section 3(c)(1) of the Investment Company Act of 1940, an investment company registered under that Act, or a business development company? [ ] Yes [ ] No. If yes, for each equity owner that will bear the Performance Allocation through the Investor, give its name and the facts on which it meets one of the statements above, or complete Qualified Purchaser Status for it.

Complete this section if the Investor relies on it under Qualified Client Status, or if this Questionnaire includes the Qualified Purchaser Requirement below. Check each statement that is true of the Investor and give the facts requested. The General Partner uses these answers to determine whether the Investor is a qualified purchaser under Section 2(a)(51)(A) of the Investment Company Act of 1940.

• [ ] A natural person who owns not less than $5,000,000 in investments, as the Commission defines investments. Amount of investments: _______________

• [ ] A company that owns not less than $5,000,000 in investments and is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouses, or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations, or trusts established by or for their benefit. Amount of investments, and each owner and its relationship to the others: _______________

• [ ] A trust, not formed for the specific purpose of investing in the Partnership, whose trustee or other person authorized to make its investment decisions, and each settlor or other person who contributed assets to it, meets one of the other statements in this section. For each such person, give its name and the facts on which it meets one of those statements: _______________

• [ ] A person that in the aggregate owns and invests on a discretionary basis not less than $25,000,000 in investments, for its own account or for the accounts of other persons each of whom meets one of the statements in this section. Amount of investments, and, for each person for whose account it invests, that person's name and the facts on which it meets one of those statements: _______________

• [ ] A company each of whose beneficial owners meets one of the statements in this section, as Rule 2a51-3(b) under the Investment Company Act of 1940 permits. For each beneficial owner, give its name and the facts on which it meets one of those statements: _______________

The Partnership relies on Section 3(c)(7) of the Investment Company Act of 1940, so every Investor must complete Qualified Purchaser Status.

The Partnership relies on Section 3(c)(1) of the Investment Company Act of 1940 and must count its beneficial owners. If the Investor is not a natural person, answer each question:

1. Was the Investor formed, reorganized, or recapitalized for the purpose of investing in the Partnership? [ ] Yes [ ] No

2. Will the Investor's investment in the Partnership exceed 40% of its total assets? [ ] Yes [ ] No

3. Do the Investor's equity owners, including participants in a benefit plan, have individual discretion over whether or how much they invest in the Partnership through the Investor? [ ] Yes [ ] No

4. Is the Investor an investment company registered under the Investment Company Act of 1940, or a company that would be an investment company but for Section 3(c)(1) or Section 3(c)(7) of that Act? [ ] Yes [ ] No

If the answer to any question is yes, state the number of the Investor's beneficial owners: _______________. The Investor will notify the General Partner promptly of any change in that number while it holds an interest in the Partnership.

Check the one statement that applies:

• [ ] The Investor is not an employee benefit plan, a plan or account subject to Section 4975 of the Internal Revenue Code, or an entity whose underlying assets include plan assets, and it is not investing the assets of any of them.

• [ ] The Investor is an employee benefit plan subject to Part 4 of Title I of the Employee Retirement Income Security Act of 1974.

• [ ] The Investor is a plan or account subject to Section 4975 of the Internal Revenue Code, such as an individual retirement account.

• [ ] The Investor is an entity whose underlying assets include plan assets by reason of a plan's investment in it. The percentage of the value of each class of its equity interests held by benefit plan investors is not more than ___%.

• [ ] The Investor is a governmental plan, church plan, non-United States plan, or other plan that is not subject to Title I of that Act or Section 4975 of the Internal Revenue Code, and its investment is permitted by the law that applies to it.

Check the one statement that applies, and attach the form indicated:

• [ ] The Investor is a United States person for federal income tax purposes. It attaches a completed Internal Revenue Service Form W-9.

• [ ] The Investor is not a United States person for federal income tax purposes. It attaches the applicable completed Form W-8 (W-8BEN, W-8BEN-E, W-8IMY, W-8EXP, or W-8ECI).

Is the Investor exempt from United States federal income tax? [ ] Yes [ ] No. If yes, state the basis for the exemption: _______________

The Investor's taxable year ends on: _______________

The Investor will also complete any self-certification the General Partner provides for the Foreign Account Tax Compliance Act and the Common Reporting Standard.

If the Investor is not a natural person, list each individual who directly or indirectly owns 25% or more of the equity interests of the Investor, and one individual with significant responsibility for controlling or managing the Investor, such as a chief executive officer, managing member, general partner, or trustee. For each, give the name, date of birth, residential or business address, and, for a United States person, Social Security number, or, for a non-United States person, passport number and country of issuance.

Beneficial owners and control person: _______________

The Investor will provide copies of identification documents, formation documents, and any other information the General Partner or the Partnership's administrator requests to verify these answers and the source of the Investor's funds.

Answer each question as to the Investor and, to its knowledge after reasonable inquiry, each person identified under Beneficial Ownership and Control:

1. Is the person named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control, or on any other sanctions list the United States maintains? [ ] Yes [ ] No

2. Is the person resident in, or organized under the laws of, a jurisdiction for which the Secretary of the Treasury has imposed a special measure under Section 311 of the USA PATRIOT Act as being of primary money-laundering concern? [ ] Yes [ ] No

3. Is the person a current or former senior foreign political figure, or an immediate family member or close associate of one? [ ] Yes [ ] No

4. Is the Investor a foreign shell bank, or will its contribution originate from or be routed through an account at a foreign shell bank? [ ] Yes [ ] No

If any answer is yes, explain: _______________

Answer this section if, after its subscription, the Investor, or any person that through the Investor directly or indirectly beneficially owns the Investor's interest, will beneficially own 20% or more of the Partnership's outstanding voting equity securities, calculated on the basis of voting power. Identify each such person, the chain of ownership through which it holds, and its percentage of the Partnership's outstanding voting equity securities calculated on the basis of voting power: _______________

For each person identified, has that person been subject to any of the following: a criminal conviction, court injunction or restraining order, final order of a state or federal regulator, Commission disciplinary or cease-and-desist order, suspension or expulsion from a self-regulatory organization, Commission stop order or order suspending a Regulation A exemption, or United States Postal Service false representation order, of the kind and within the look-back period described in Rule 506(d)(1) of Regulation D? [ ] Yes [ ] No. If yes, identify the person and describe the event and its date: _______________

To permit the Partnership to invest in initial public offerings in compliance with FINRA Rule 5130 and FINRA Rule 5131, answer each question as to the Investor and, if the Investor is an entity, each person with a beneficial interest in it.

1. Is the person any of the following: a broker-dealer, or an officer, director, general partner, associated person, employee, or agent of a broker-dealer, other than a broker-dealer limited to investment company, variable contract, and direct participation program securities; a finder or a person acting in a fiduciary capacity to a managing underwriter; a person with authority to buy or sell securities for a bank, savings and loan institution, insurance company, investment company, investment adviser, or collective investment account; or a person listed or required to be listed on Schedule A, B, or C of a broker-dealer's Form BD? [ ] Yes [ ] No. If yes, identify the person, its role, the firm, any ownership percentage shown on Form BD, and the percentage of the Investor's beneficial interests the person holds: _______________

2. Is the person a parent, parent-in-law, spouse, sibling, sibling-in-law, child, or child-in-law of a person described in question 1, another individual to whom that person provides more than 25% of his or her income, or an individual who lives in the same household as that person? [ ] Yes [ ] No. If yes, identify both persons and their relationship, the role of the person described in question 1, and state whether either provided more than 25% of the other's income in the prior calendar year, whether they live in the same household, whether the person described in question 1 is employed by or associated with a broker-dealer that sells new issues to the Investor, and whether that person can control the allocation of new issues: _______________

3. Is the person an executive officer or director of any company, a person to whom an executive officer or director of any company provides more than 25% of his or her income, or a person who lives in the same household as an executive officer or director of any company? [ ] Yes [ ] No. If yes, identify each executive officer or director and the person's relationship to him or her, the percentage of the Investor's beneficial interests the person holds, and each company, whether its equity securities are publicly traded, and, for a company whose securities are not, its income, shareholders' equity, total assets, total revenue, and years of operation for its last three fiscal years: _______________

4. Is the Investor a registered investment company, a common trust fund, an insurance company account, a publicly traded entity, a foreign investment company, a benefit plan qualified under Section 401(a) of the Internal Revenue Code, a state or municipal government benefit plan, a Section 501(c)(3) organization, or a church plan? [ ] Yes [ ] No. If yes, identify which, and give the facts the General Partner requests to confirm whether it is exempt from FINRA Rule 5130, such as the number of its accounts or policyholders, where its shares are listed or authorized for sale, and who sponsors it: _______________

Is the Investor subject to the Freedom of Information Act, a state public records law, or any similar law that might require it to disclose information it receives about the Partnership? [ ] Yes [ ] No. If yes, identify each law: _______________