"Accredited Investors" under Rule 501 (a) promulgated under the U.S. Securities
Act of 1933, as amended, refer to any of the following:
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
A natural person who had an individual income in excess of $200,000 in each of the
last two calendar 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 this calendar year; or
An entity with total assets in excess of $5,000,000 which was not formed for the
purpose of investing in any of the Funds and which is one of the following:
a corporation
a partnership
a limited liability company
a business trust; or
a tax-exempt organization described in Section 501(c) (3) of the Internal Revenue
Code of 1986, as amended (the "Code"); or
A personal (non-business) trust with total assets in excess of $5,000,000 which
was not formed for the purpose of investing in any of the Funds and whose decisions
to invest in the Funds will be 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 an investment in the Funds; or
An employee benefit plan within the meaning of Title I of the Employee Retirement
Income Security Act of 1974 (including an Individual Retirement Plan) which satisfies
at least one of the following conditions:
it has total assets in excess of $5,000,000; or
the investment decision is made by a plan fiduciary which is a bank, savings and
loan association, insurance company or registered investment adviser; or
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 under the criteria
listed in Question 2; or
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; or
Licensed, or subject to supervision, by U.S. Federal or state examining authorities
as a "bank," "savings and loan association," "insurance company," or "small business
investment company" (as such terms are used and defined in 17 CFR ยง230.501 (a))
or an account for which a bank or savings and loan association is subscribing in
a fiduciary capacity and over which such fiduciary exercises investment discretion;
or
Registered with the United States Securities and Exchange Commission as a broker
or dealer or an investment company; or 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 or Section 202(a) (22) of the Investment Advisers Act of 1940);or
An entity in which all of the equity owners are qualified under one or more of the
criteria listed above.
"Qualified Purchasers" within the meaning of Sections 3 (c) (7) of the Investment
Company Act of 1940, as amended, refers to any of the following:
A natural person who owns at least $5 million in Investments, including Investments
(i) held in an IRA or similar account, the investments of which are directed by
and held for the benefit of such person, (ii) held jointly with a spouse or (iii)
in which such person shares a community property or similar shared ownership interest
with a spouse. Spouses who subscribe jointly may combine their investments for purposes
of meeting the $5 million threshold, whether or not the investments are held jointly
or individually; or
An entity directly or indirectly owned entirely by two or more closely related natural
persons, their estates or foundations, charities or trusts formed by or for their
benefit (a "Family Company") that owns at least $5 million in Investments; or
An entity (including self-directed retirement plans), the interests of which are
beneficially owned by "qualified purchasers"; or
A trust not formed for the specific purpose of investing in any of the Funds, so
long as both the persons with decision making power for the trust and each of the
contributors to the trust is a "qualified purchaser"; or
Any other person acting for such person's own account of the accounts of other "qualified
purchasers" that in the aggregate owns and invests on a discretionary basis at least
$25 million in Investments, excluding (i) private investment funds in existence
on April 30, 1996, unless each beneficial owner of such fund on April 30, 1996 that
is currently a beneficial owner has consented to such fund's status as a "qualified
purchaser" permitted to invest in a category of investment pools that would include
the Funds, (ii) entities formed for the purpose of investing in any of the Funds,
unless each beneficial owner in the entity is a "qualified purchaser" and (iii)
pension and other employee benefit plans that allow the beneficiaries to direct
the investments of the plans.
Within the meaning of Section 11 (g) (1) - (5), "Investments" Include:
Securities (as defined in Section 2 (1) of the Act) other than the securities of
an issuer that controls, is controlled by, or is under common control with, the
person that owns such securities, unless the issuer is: (a) a private investment
company or a commodity pool; or (b) a public company that complies with reporting
obligations under U.S. Securities laws or that has a class of securities listed
on a securities exchange outside the U.S.; or (c) a company with shareholders' equity
of $50 million or more (as reflected on financial statements determined in accordance
with U.S. GAAP that are prepared within 16 months of the date the subscription to
the Web Site is commenced).
Real Estate held for investment purposes. Real estate is not considered to be held
for investment purposes if it is used as a place of business or in connection with
the conduct of a trade or business of such person or a Related Person of the owner,
or if it is used for personal or residential purposes unless deductible under Section
280A of the Code. "Related Person" means a person who is related to another person
as a sibling, spouse, or former spouse, or is direct lineal descendant or ancestor
by birth or adoption of such person, or is a spouse of such descendant, provided
that in the case of a Family Company, a Related Person includes any owner of the
Family Company and any person who is a Related Person of such owner.
Commodity Interests, Physical Commodities, and Financial Contracts held for investment
purposes (e.g., as futures, forwards and options thereon, physical gold, silver,
etc. and swap agreements).
Cash and Cash Equivalents (including foreign currencies) held for investment purposes,
(such as bank deposits, certificates of deposit, bankers acceptances and the net
cash surrender value of an insurance policy).
Assets Excluded from the Definition of "Investments":
Specifically excluded from the definition of "Investments" are other assets which
may be held for investment purposes, such as jewelry, artwork, antiques or other
collectibles.
How to Value Investments:
Investments may be valued at their fair market value on the most recent practicable
date or at their cost. In either case, the value of "Investments" is reduced by
the amounts specified below in (a) and (b).
(a) Deductions: General. The value of a person's investments must be reduced by
the amount of any outstanding indebtedness incurred to acquire the investments.
(b) Deductions: Family Companies. There shall also be deducted from the value of
a Family Company's investments any outstanding indebtedness incurred by an owner
of the Family Company to acquire such investments.
Special Valuation Considerations
Corporate Investments. For purposes of determining the amount of investments owned
by a corporation ("Corporation"), there may be included investments owned by majority-owned
subsidiaries ("Subsidiaries") of the Corporation and investments owned by a company
("Parent Company") of which the Corporation is a majority-owned subsidiary, or by
a majority-owned subsidiaries of the Parent Company.
Commodity Interests. The value of commodity interests shall be the value of the
initial margin or option premium deposited in connection with each commodity interest.
Private Investment Companies and Commodity Pools. Amounts of unfunded capital commitments
to these entities are included in such entities' investments.