Individual Investors
- A natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million USD at the time of purchase (This calculation of net worth must exclude the person’s primary residence as an asset, but include as a liability any debt secured by the primary residence in excess of its fair market value and any increase in debt secured by the residence up to its fair market value that has occurred within the preceding 60 days if such debt was not used to acquire the residence).
- A natural person with income exceeding $200,000 USD (or joint income with a spouse exceeding $300,000 USD) in each of the two most recent years and a reasonable expectation of reaching the same income level in the current year.
Entities
- A bank, U.S. broker-dealer, insurance company, registered investment company, business development company, SEC registered investment adviser, state investment adviser, exempt reporting adviser or small business investment company.
- An employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million USD.
- Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership with total assets in excess of $5 million USD.
- A business in which all the equity owners are accredited investors.
- A trust with assets in excess of $5 million USD, not formed to acquire the securities offered, whose purchases a sophisticated person makes.
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