Accredited Investor Definitions

Individual and Joint Investors:

  • Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of such investor’s purchase, exceeds $1,000,000 (excluding the value of your primary residence).

  • Any natural person who had an individual income more than $200,000 in each of the two most recent years or joint income with that person’s spouse more than $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.

Trusts, Partnerships, Companies and Other Entities:

  • Any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets more than $5,000,000.

  • Any trust, with total assets more than $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) under the Securities Act.

  • A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended.

Financial Institutions:

  • Any 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; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended.

  • Any insurance company as defined in Section 2(13) of the Securities Act; any investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), or Business Development Company as defined in Section 2(a)(48) of that Act.

  • Any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.

Benefit Plans:

  • Any 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; or any 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 ERISA, 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 natural persons that would themselves qualify as eligible investors. Subject to the sole discretion of the General Partner, no eligible investor falling within the foregoing categories will be admitted to the Partnership unless, if the investor is subject to ERISA, such investment, taken together with those of all other Beneficial Owners subject to ERISA, does not amount to 25% or more of all Interests.


  • Any entity in which all the equity owners are accredited investors (or, in the case of a trust, all the income beneficiaries) are accredited investors.