- Any natural person with not less than $5,000,000 in “investments” either separately or jointly with their spouse.
- Any entity or trust, not formed for the specific purpose of making the investment, acting for its own account or for the account of other Qualified Purchasers and that in the aggregate owns and invests on a discretionary basis not less than $25,000,000 in “investments.”
- Any trust for family owned business, not formed for the specific purpose of making the investment, with not less than $5,000,000 in “investments” owned by close family members, or the estates of such persons, or foundations, charitable organizations, or trusts established by or for the benefit of such persons.
- Any trust not covered immediately above that was not formed for the specific purpose of making the investment, and that is sponsored by and managed solely by Qualified Purchasers.
- Any company or trust in which all of the beneficial owners of securities are Qualified Purchasers, taking into account the need to look through certain entities under applicable law.
- Any entity that (i) would be required to register as an investment company under the Investment Company Act but for reliance on an exemption pursuant to Section 3(c)(1) or 3(c)(7) thereof; and (ii) any outstanding securities held by the entity were acquired on or before April 30, 1996.
- Any “qualified institutional buyer” as defined in paragraph (a) of Rule 144A under the Securities Act acting for its own account, the account of another “qualified institutional buyer,” or the account of a Qualified Purchaser, that: (i) if a dealer is described in paragraph (a)(1)(ii) of Rule 144A, owns and invests on a discretionary basis at least $25,000,000 in securities of issuers that are not its affiliated persons; and (ii) if a plan referred to in paragraph (a)(1)(i)(D) or (a)(1)(i)(E) of Rule 144A, or a trust fund referred to in paragraph (a)(1)(i)(F) of Rule 144A that holds the assets of such a plan, will not be deemed to be acting for its own account if investment decisions with respect to the plan are made by the beneficiaries of the plan, except with respect to investment decisions made solely by the fiduciary, trustee or sponsor of such plan.
For purposes of the above, "investments" include but are not necessarily limited to stocks, bonds, and other securities, as well as investment real estate (which excludes a primary residence), futures contracts, physical commodities, financial contracts, and cash and equivalents.
