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What is an Accredited Investor?

Unless otherwise determined by the General Partner in its sole discretion, the General Partner will accept subscription offers only from persons who are “Accredited Investors,” as that term is defined in Regulation D under the Securities Act. PLEASE CHECK THE APPROPRIATE SPACE(S) IN THIS SECTION INDICATING THE BASIS ON WHICH YOU QUALIFY AS AN INVESTOR.

Qualification as an Accredited Investor. Please check the categories applicable to you indicating the basis upon which you qualify as an Accredited Investor for purposes of the Securities Act and Regulation D thereunder.
- INDIVIDUAL WITH NET WORTH IN EXCESS OF $1.0 MILLION (EXCLUDING PRIMARY RESIDENCE). A natural person (not an entity) whose net worth, or joint net worth with his or her spouse, at the time of purchase exceeds $1,000,000 excluding the value of the person’s primary residence. (Explanation: In calculating net worth, you may include your equity in personal property and real estate other than your primary residence, cash, short-term investments, stock and securities. Your inclusion of equity in personal property and real estate other than your primary residence should be based on the fair market value of such property less debt secured by such property. Indebtedness secured by your primary residence up to its fair market value may be excluded from your net worth. Indebtedness secured by your primary residence in excess of its fair market value, however, should be considered a liability and deducted from your net worth.)
- INDIVIDUAL WITH A $200,000 INDIVIDUAL ANNUAL INCOME. A natural person (not an entity) who had an individual income of more than $200,000 in each of the preceding two calendar years, and has a reasonable expectation of reaching the same income level in the current year.
- INDIVIDUAL WITH A $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 the preceding two calendar years, and has a reasonable expectation of reaching the same income level in the current year.
- INDIVIDUAL WITH CERTAIN PROFESSIONAL LICENSES. A natural person (not an entity) who holds, in good standing, one of the following professional licenses: the General Securities Representative license (Series 7), the Private Securities Offerings Representative license (Series 82), or the Investment Adviser Representative license (Series 65).
- CORPORATIONS OR PARTNERSHIPS. A corporation, partnership, or similar entity that has in excess of $5 million of assets and was not formed for the specific purpose of acquiring an Interest in the Fund.
- REVOCABLE TRUST. A trust that is revocable by its grantors and each of whose grantors is an accredited investor. (If this category is checked, please also check the additional category or categories under which the grantor qualifies as an accredited investor.)
- IRREVOCABLE TRUST. A trust (other than an ERISA plan) that (i) is not revocable by its grantors, (ii) has in excess of $5 million of assets, (iii) was not formed for the specific purpose of acquiring an Interest, and (iv) is directed by a person who has such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of an investment in the Fund.
- IRA OR SIMILAR BENEFIT PLAN. An IRA, Keogh or similar benefit plan that covers a natural person who is an accredited investor. (If this category is checked, please also check the additional category or categories under which the natural person covered by the IRA or plan qualifies as an accredited investor.)
- PARTICIPANT-DIRECTED EMPLOYEE BENEFIT PLAN ACCOUNT. A participant-directed employee benefit plan investing at the direction of, and for the account of, a participant who is an accredited investor. (If this category is checked, please also check the additional category or categories under which the participant qualifies as an accredited investor.)
- OTHER ERISA PLAN. An employee benefit plan within the meaning of Title I of the ERISA Act other than a participant-directed plan with total assets in excess of $5 million or for which investment decisions (including the decision to purchase an Interest) are made by a bank, registered investment adviser, savings and loan association, or insurance company.
- GOVERNMENT BENEFIT PLAN. A plan established and maintained by a state, municipality, or any agency of a state or municipality, for the benefit of its employees, with total assets in excess of $5 million.
- NON-PROFIT ENTITY. An organization described in Section 501(c)(3) of the Internal Revenue Code, as amended, with total assets in excess of $5 million (including endowment, annuity and life income funds), as shown by the organization’s most recent audited financial statements.
- OTHER INSTITUTIONAL INVESTOR (check one).
  - A bank, as defined in Section 3(a)(2) of the Securities Act (whether acting for its own account or in a fiduciary capacity);
  - A savings and loan association or similar institution, as defined in Section 3(a)(5)(A) of the Securities Act (whether acting for its own account or in a fiduciary capacity;
  - A broker-dealer registered under the Exchange Act;
  - An insurance company, as defined in section 2(13) of the Securities Act;
  - A “business development company,” as defined in Section 2(a)(48) of the ICA;
  - A small business investment company licensed under Section 301(c) or (d) of the Small Business Investment Act of 1958, as amended; or
  - A “private business development company” as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended.
- EXECUTIVE OFFICER OR DIRECTOR. A natural person who is an executive officer, director or general partner of the Fund or the General Partner.
- ENTITY OWNED ENTIRELY BY ACCREDITED INVESTORS. A corporation, partnership, private investment company or similar entity each of whose equity owners is a natural person who is an accredited investor. (If this category is checked, please also check the additional category or categories under which each natural person qualifies as an accredited investor.)
- NOT AN ACCREDITED INVESTOR. None of the foregoing applies.
Qualification as a Sophisticated Person. Please check below, if applicable, indicating that you are a Sophisticated Person for purposes of the Securities Act and Regulation D thereunder.
- The Subscriber is a person with knowledge and experience in financial and business matters so as to be capable of evaluating the relative merits and risks of an investment in the Fund. The Subscriber is not utilizing any other person to be its purchaser representative in connection with evaluating such merits and risks. The Subscriber offers as evidence of knowledge and experience in these matters the information requested hereinafter on this Investor Questionnaire and the representations set forth in the Subscription Agreement. If the Subscriber requires the use of the services of a Purchaser Representative, as defined in Regulation D, a separate questionnaire will be provided.
Disqualifying Events. Please check any of the following events that are applicable to the Subscriber:
- The Subscriber has been convicted, within the last ten years, of any felony or misdemeanor;
  - In connection with the purchase or sale of any security;
  - Involving the making of any false filing with the SEC; or
  - Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities.
- The Subscriber is subject to any order, judgment, or decree of any court of competent jurisdiction, entered within the last five years, that currently restrains or enjoins the Subscriber from engaging or

Verify Your Accreditation

To verify your accreditation status and learn more about whether BDC Fund II, LP is suitable for your investment goals, please contact:

Bill Hansen — President
bhansen@bdcia.com
760.485.1252

For detailed information about the Fund, visit our Our Fund page.