Accredited Investor Definition
Accredited Investor Representation. The Investor is an “accredited investor” (within the meaning of Rule 501 under the Securities Act), if any of the following are true with respect to the Investor:
(a) If an individual, the Investor has a net worth, either individually or upon a joint basis with the Investor’s spouse or spousal equivalent, in excess of $1,000,000, or has had an individual income (without including any income of such person’s spouse or spousal equivalent) in excess of $200,000 for each of the two most recent years, or a joint income with the Investor’s spouse or spousal equivalent 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.
(b) The Investor is an irrevocable trust with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring securities of the Fund, whose purchase is directed by a person with such knowledge and experience in financial and business matters, as described in Rule 506(b)(2)(ii) of Regulation D under the Securities Act, that such person is capable of evaluating the merits and risks of the prospective investment.
(c) A natural person who holds, in good standing, one of the following professional certifications or designations administered by the Financial Industry Regulatory Authority, Inc.: Licensed General Securities Representative (Series 7); Licensed Investment Adviser Representative (Series 65); Licensed Private Securities Offerings Representative (Series 82).
(d) A natural person who is a “knowledgeable employee” (as defined in Rule 3c-5(a)(4) under the Companies Act of the Fund).
(e) A director or executive officer (as defined in Regulation D under the Securities Act) of the Fund.
(f) The Investor is a bank as defined in Section 3(a)(2) of the Securities Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity, insurance company as defined in Section 2(13) of the Securities Act, investment company registered under the Companies Act, a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended, a business development company as defined in Section 2(a)(48) of the Companies Act, a Small Business Investment Company licensed by the United States Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, a plan with total assets in excess of $5,000,000 established and maintained by a state for the benefit of its employees, or a private business development company as defined in Section 202(a)(22) of the Advisers Act.
(g) An investment adviser registered pursuant to Section 203 of the Advisers Act or registered pursuant to the laws of a state.
(h) An investment adviser relying on the exemption from registration with the Securities and Exchange Commission under Section 203(l) or (m) of the Advisers Act.
(i) A Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act.
(j) The Investor is an employee benefit plan and either all investment decisions are made by a bank, savings and loan association, insurance company, or registered investment advisor, or the Investor has total assets in excess of $5,000,000 or, if such plan is a self-directed plan, investment decisions are made solely by persons who are accredited investors.
(k) The Investor is a corporation, partnership, limited liability company or similar business trust, not formed for the purpose of acquiring the Interest, or an organization described in Section 501(c) (3) of the Code, in each case with total assets in excess of $5,000,000.
(l) The Investor is an entity in which all of the equity owners, or a living trust or other revocable trust in which all of the grantors and trustees, qualify under clause (a), (b), (c), (d) (e), (f), (g), (h), (i), (j) or (k) above or this clause (l).
(m) An entity of a type not listed in clauses (a) through (l) above, that is not formed for the specific purpose of acquiring the securities of the Fund and which owns investments in excess of $5,000,000. For purposes of this clause, "investments" means investments as defined in Rule 2a51-1(b) under the Companies Act.
(n) A family office, as defined in Rule 202(a)(11)(G)-1 under the Advisers Act, that (i) has assets under management in excess of $5,000,000; (ii) is not formed for the specific purpose of acquiring the securities offered and (iii) has a person directing the prospective investment who has such knowledge and experience in financial and business matters so that the family office is capable of evaluating the merits and risks of the prospective investment.
(o) A family client, as defined in Rule 202(a)(11)(G)-1 under the Advisers Act, of a family office meeting the requirements of clause (n) above and whose prospective investment in the Fund is directed by that family office pursuant to clause (n)(iii)] above.
 In calculating the Investor’s “net worth”: (i) the Investor’s primary residence shall not be included as an asset; (ii) indebtedness that is secured by the Investor’s primary residence, up to the estimated fair market value of the primary residence at the time of the closing on the Investor’s investment in the Fund (the “Closing”), shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of the Closing exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (iii) indebtedness that is secured by the Investor’s primary residence in excess of the estimated fair market value of the primary residence at the time of the Closing shall be included as a liability. In calculating the Investor’s joint net worth with the Investor’s spouse, the Investor’s spouse’s primary residence (if different from the Investor’s own primary residence) and indebtedness secured by such primary residence should be treated in a similar manner.