Accredited Investor
Under the Securities Act of 1933, a company that offers or sells its
securities must register the securities with the SEC or find an
exemption from the registration requirements. The Act provides companies
with a number of exemptions. For some of the exemptions, such as rules
505 and 506 of Regulation D , a company may sell its securities to what
are known as "accredited investors."
The federal securities laws define the term accredited investor in Rule
501 of Regulation D as:
For natural persons:
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a. 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; or
b. A natural person with individual income (without including any income
of the Subscriber's spouse) in excess of $200,000 or joint income with
that person's spouse of $300,000, in each of the two most recent years
and who reasonably expects to reach the same income level in the current
year.
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For entities:
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c. An entity with total assets in excess of $5,000,000 which was not
formed for the purpose of investing in the investment fund under
consideration and which is one of the following: a corporation,
partnership, limited liability company, business trust or tax-exempt
organization described in Section 501(c)(3) of the Internal Revenue Code
of 1986, as amended (the “Code”); or
d. A personal (non-business) trust, other than an employee benefit
trust, with total assets in excess of $5,000,000 which was not formed
for the purpose of investing in the investment fund under consideration
and whose decision to invest in the fund has been directed by a person
who has such knowledge and experience in financial and business matters
that he is capable of evaluating the merits and risks of the investment.
e. An employee benefit plan within the meaning of Title I of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
(including an individual retirement account) which satisfies at least
one of the following conditions:
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a. it has total assets in excess of $5,000,000; or
b. the investment decision is being made by a plan fiduciary which is a
bank, savings and loan association, insurance company or registered
investment adviser; or
c. it is a self-directed plan (i.e., a tax-qualified defined
contribution plan in which a participant may exercise control over the
investment of assets credited to his or her account) and the decision to
invest is made by those participants investing, and each such
participant qualifies as an accredited investor.
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f. An employee benefit plan established and maintained by a state, its
political subdivisions or any agency or instrumentality of a state or
its political subdivisions, which has total assets in excess of
$5,000,000.
g. An entity licensed, or subject to supervision, by federal or state
examining authorities, such as a “bank,” “savings and loan association,”
“insurance company,” or “small business investment company” (as such
terms are used and defined in 17 CFR §230.501(a)) or is an account for
which a bank or savings and loan association is subscribing in a
fiduciary capacity.
h. An entity registered with the Securities and Exchange Commission as a
broker or dealer or an investment company; or has elected to be treated
or qualifies as a “business development company” (within the meaning of
Section 2(a)(48) of the Investment Company Act of 1940, as amended (the
“Investment Company Act”), or Section 202(a)(22) of the Investment
Advisers Act of 1940, as amended).
i. An entity in which all of the equity owners are persons described
above.
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