Permitted Investors
Accredited Investor Criteria
Must meet at least one:
Individuals:
Common Choice: natural person whose individual net worth, or joint net worth with that person's spouse (or spousal equivalent), at the time of purchase exceeds $1,000,000. (For purposes of calculating net worth individuals should exclude the value of the primary residence and the related amount of indebtedness secured by the primary residence up to its fair market value. Indebtedness secured by the primary residence in excess of the value of the primary residence should be considered a liability and deducted from net worth. In addition, any increase in the amount of indebtedness secured by the primary residence in the sixty (60) days prior to making the investment must be treated as a liability.)
Common Choice: 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 (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.
natural person holding in good standing with one or more of the following professional certifications or designations or other credentials: (i) Licensed General Securities Representative (Series 7); (ii) Licensed Private Securities Offerings Representative (Series 82); (iii) Licensed Investment Adviser Representative (Series 65); or (iv) any other professional certification or designation or other credential from an accredited educational institution that the SEC may, from time to time, designate as qualifying an individual for accredited investor status.
natural person who is deemed to be a "knowledgeable employee" of the Fund, as such term is defined in Rule 3c-5(a)(4) of the Investment Company Act.
director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer.
Institutions:
(i) 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.
(ii) broker or dealer registered pursuant to section 15 of the Securities Exchange Act.
(iii) investment adviser registered pursuant to section 203 of the Investment Advisers Act or registered pursuant to the laws of a state.
(iv) investment adviser relying on the exemption from registering with the SEC under section 203(l) or (m) of the Investment Advisers Act.
(v) insurance company as defined in section 2(a)(13) of the Securities Act.
(vi) investment company registered under the Investment Company Act or a business development company as defined in section 2(a)(48) of that act.
(vii) Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act.
(viii) Small Business Investment Company licensed by the US Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958.
(ix) plan established and maintained by a state, 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.
(x) employee benefit plan within the meaning of ERISA 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 adviser, 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.
(xi) private business development company as defined in section 202(a)(22) of the Investment Advisers Act.
(xii) organization described in section 501(c)(3) of the Code, corporation, Massachusetts or similar business trust, partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000.
Common Choice: (xiii) trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii).
(xiv) entity in which all of the equity owners are accredited investors.
Common Choice: (xv) entity, of a type not listed in paragraphs (i) to (xiv), not formed for the specific purpose of acquiring the securities offered, owning "investments" (as defined below) in excess of $5,000,000.
(xvi) "family office", as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act: (a) with assets under management in excess of $5,000,000, (b) that is not formed for the specific purpose of acquiring the securities offered, and (c) 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.
(xvii) "family client", as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act, of a family office meeting the requirements in paragraph (xvi) above and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (xvi)(c) above.
Possible Qualified Purchaser Criteria
Must meet at least one
Common Choice: (i) natural person (including any person who holds a joint, community property, or other similar shared ownership interest in an issuer that is excepted under section 3(c)(7) of the Investment Company Act with that person's qualified purchaser spouse) who owns not less than $5,000,000 in "investments" as defined below.
(ii) company that owns not less than $5,000,000 in investments, that was not formed for the specific purpose of investing in the Fund, and that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouse (including former 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 the benefit of such persons.
(iii) trust that is not covered by clause (ii) and that was not formed for the specific purpose of investing in the Fund, as to which the trustee or other person authorized to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a person described in clause (i), (ii), or (iv).
Common Choice: (iv) person or company that was not formed for the specific purpose of investing in the Fund, acting for its own account or the accounts of other qualified purchasers, who in the aggregate owns and invests on a discretionary basis, not less than $25,000,000 in investments.
(v) any qualified institutional buyer as defined in Rule 144A under the Securities Act, acting for its own account, the account of another qualified institutional buyer, or the account of a qualified purchaser, provided that (i) a dealer described in paragraph (a)(1)(ii) of Rule 144A shall own and invest on a discretionary basis at least $25,000,000 in securities of issuers that are not affiliated persons of the dealer and (ii) a plan referred to in paragraph (a)(1)(D) or (a)(1)(E) of Rule 144A, or a trust fund referred to in paragraph (a)(1)(F) of Rule 144A that holds the assets of such a plan, will not be deemed to be acting for its own account if investment decisions with respect to the plan are made by the beneficiaries of the plan, except with respect to investment decisions made solely by the fiduciary, trustee or sponsor of such plan.
(vi) any natural person who is deemed to be a "knowledgeable employee" of the Fund, as such term is defined in Rule 3c-5(a)(4) of the Investment Company Act.
(vii) any person ("Transferee") who acquires Interests from a person ("Transferor") that is (or was) a qualified purchaser other than the Fund, provided that the Transferee is: (i) the estate of the Transferor; (ii) a person who acquires the Interests as a gift or bequest pursuant to an agreement relating to a legal separation or divorce; or (iii) a company established by the Transferor exclusively for the benefit of (or owned exclusively by) the Transferor and the persons specified in this paragraph.
(viii) any company, if each beneficial owner of the company's securities is a qualified purchaser.
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