Register investor account

A natural person whose individual “net worth,” or joint “net worth” with that person’s spouse or cohabitant occupying a relationship generally equivalent to that of a spouse (a “spouse equivalent”), exceeds $1,000,000

• Definition of “net worth”:
  • The excess of the estimated fair market value of the subscriber’s total assets over total liabilities.
  • Joint net worth may include assets and liabilities held jointly with a spouse or spouse equivalent.
• Exclusions and Clarifications:
  • Primary residence is excluded from the asset calculation.
  • Debt secured by the primary residence is excluded unless:
  • The debt exceeds the estimated fair market value of the home.
  • The debt was borrowed within the past 60 days for purposes other than purchasing the residence.

A natural person who has 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 spouse 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.

• Clarifications:
  • The income must be from the same individual(s) over the two years.
  • “Reasonable expectation” must be based on current job, contracts, or other verifiable income streams.

A natural person holding in good standing one or more of the following professional certifications, designations, or credentials:

• Series 7 (General Securities Representative)
• Series 65 (Investment Adviser Representative)
• Series 82 (Private Securities Offerings Representative)
• Clarifications:
  • Must be actively registered and in good standing.
  • SEC may add more certifications through future rulemaking.

A natural person who is a “knowledgeable employee” of a private fund and is investing in that same fund.

• Definition:
  • A person with active involvement in the investment activities of a private fund or its investment manager (e.g., portfolio managers, analysts).

Any entity, such as a corporation, partnership, LLC, or trust, not formed specifically to acquire the securities being offered, with total assets in excess of $5,000,000

• Clarifications:
  • Must be an operating business or pre-existing entity.
  • Total assets include cash, investments, real estate, and business holdings.
  • Cannot be a “shell” or newly formed vehicle for this investment alone.

Any investment adviser registered with the SEC or with a state, exempt reporting advisers, or a rural business investment company (RBIC)

• Clarifications:
  • Includes solo registered investment advisers (RIAs).
  • Exempt reporting advisers must meet Form ADV criteria under the Advisers Act.

Any “family office” with at least $5,000,000 in assets under management, not formed for the purpose of acquiring the offered securities.

• Also includes:
  • Family clients of such a family office, so long as the office is directed by a person with sufficient financial sophistication.

Any entity in which all of the equity owners are accredited investors

• Clarifications:
  • Every owner must meet at least one of the other accredited investor definitions.
  • Does not require the entity itself to meet the $5M threshold if owners qualify individually.

Banks, insurance companies, registered broker-dealers, and other financial institutions covered under Section 501(a) of Regulation D.

• Includes:
  • Registered investment companies, business development companies (BDCs), and small business investment companies (SBICs).
  • Employee benefit plans meeting ERISA standards (with assets over $5M or directed by a financial expert).

None of the above apply to the subscriber.

• Use this if none of the qualifications listed are met.