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Definition of an Accredited Investor:(a)
Accredited investor. "Accredited investor" shall mean any person who comes
within any of the following categories, or who the issuer reasonably believes comes within
any of the following categories at the time of the sale of the securities to that person:
(1) Any 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
it individual or fiduciary capacity; any broker or dealer registered pursuant to section
15 of the Securities Exchange Act of 1934; any insurance company as defined in section
2(123) of the Act; any investment company registered under the Investment Company Act of
1940 or a business development company as defined in section 2(a)(48) of the Act; any
Small Business Investment Company license by the U.S. Small Business Administration under
section 301(c) or (d) of the Small Business Investment Act of 1950; any plan established
an 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 a plan
has total assets in excess of $5,000,000, any employee benefit plan with the meaning of
the Employee Retirement Income Security Act of 1974 if the investment decision is made by
a plan fiduciary, as defined in section 3(312) 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;
(2) Any private business development company as defined in section 202(a)(22) of the
Investment Advisers Act of 1940;
(3) Any organization described in section 501(c)(3) of the Internal Revenue Code,
corporation, Massachusetts or similar business trust, partnership, not formed for the
specific purpose of acquiring the securities offered, with total assets in excess of
$5,000,000;
(4) Any directory, 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;
(5) Any natural person whose individual net worth, or joint
net worth with that person's spouse, at the time of his initial purchase exceeds
$1,000,000;
(6) Any 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;
(7) Any 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 section 230.506(b)(2)(ii); and
(8) Any entity in which all of the equity owners are accredited investors;
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