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There are several ways to qualify as an accredited investor.

“Accredited Investor” can include any of the following:

  • A “Bank” as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity;

  • Any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (the “Exchange Act”);

  • An insurance company as defined in Section 2(13) of the Act;

  • An investment company registered under the Investment Company Act of 1940 (the “1940 Act”) or a business development company as defined in Section 2(a)(48) of the 1940 Act;

  • A “Small Business Investment Company” licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;

  • A plan established and maintained by a state, or its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000;

  • Any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are Accredited Investors.

  • A “Private Business Development Company” as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.

  • An organization described in Section 501(c)(3) of the U.S. Internal Revenue Code of 1986, as amended, corporation or similar business trust, or partnership, not formed for the specific purpose of acquiring the Interests, with total assets in excess of $5,000,000.

  • A natural person whose individual net worth,* or joint net worth with that person’s spouse, at the time of purchase exceeds $1,000,000.

  • A natural person who had an individual income** in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.

  • A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Interests, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D promulgated under the Act.

  • Any entity in which all of the equity owners are Accredited Investors.***

  • An entity, of a type not listed in any of the clauses above, not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000;

  • A natural person holding in good standing a FINRA Series 7, 65 or 82 registration or one or more professional certifications or designations or credentials from an accredited educational institution that the SEC has designated as qualifying an individual for accredited investor status; ****

  • Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Advisers Act of 1940 (i) with assets under management in excess of $5,000,000, 165 (ii) that is not formed for the specific purpose of acquiring the limited partnership interest of the Fund offered, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; or

  • Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Advisers Act of a family office meeting the requirements in the preceding clause and whose prospective investment in the issuer is directed by such family office pursuant to the preceding clause.*****


*          All references to statutes and other laws and regulations are to such statutes, laws and regulations as amended.

**         For purposes hereof, net worth shall be deemed to include ALL of your assets, liquid or illiquid (including such items as home, furnishings, automobile and restricted securities) MINUS any liabilities (including such items as home mortgages and other debts and liabilities) but excluding the value of your primary residence and excluding from your liabilities the value of any mortgage on your primary residence up to the fair market value of such residence (but including any such indebtedness if incurred within the last 60 days other than to acquire such residence). 

Joint net worth can be the aggregate net worth of the investor and spouse or spousal equivalent; assets need not be held jointly to be included in the calculation and this exemption can be relied on even if the investment set forth in this Subscription Agreement is not made jointly.

“spousal equivalent” means a cohabitant occupying a relationship generally equivalent to that of a spouse.

***           For purposes hereof the term “income” is not limited to “adjusted gross income” as that term is defined for federal income tax purposes, but rather includes certain items of income which are deducted in computing “adjusted gross income.” For Subscribers who are salaried employees, the gross salary of such Subscribers, minus any significant expenses personally incurred by such Subscriber in connection with earning the salary, plus any income from any other source including unearned income, is a fair measure of “income” for purposes hereof. For Subscribers who are self-employed, “income” is generally construed to mean total revenues received during the calendar year minus significant expenses incurred in connection with earning such revenues.

****         Currently no other certification has been determined by the SEC to qualify.

*****       Though the definition of “family client” from rule 501(a)(13) includes both natural persons and institutions, only family clients that are institutions may be considered institutional accredited investors.

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