Key Terms

Legal

Accredited Investor

As described per Regulation D under the Securities Act

For an individual, common criteria to qualify include having:

(i) earned an income that exceeded $200,000 (or $300,000 together with a spouse or spousal equivalent) in each of the prior two years, and reasonably expect the same for the current year,

(ii) have a net worth over $1 million, either alone or together with a spouse or spousal equivalent (excluding the value of your primary residence), or

(iii) hold in good standing a Series 7, 65, or 82 license

For an entity, common criteria to qualify include having:

(i) an entity in which all of the equity owners are accredited investors, or

(ii) an entity that has greater than $5 million in total investments that was not formed solely for the purpose of this investment

Note that these qualifications above are the common criteria we see that investors use to meet the accreditation requirements. For a complete list of criteria, you can visit the SEC website.

Qualified Purchaser

As described in Section 2(a)(51) of the Investment Company Act of 1940.

Common criteria to qualify include:

(i) a person holding $5 million or more in Investments (the term Investments excludes a primary residence),

(ii) A company holding $5 million or more in Investments owned by close family members,

(iii) A trust, albeit not one formed specifically for the investment in question, holding $5 million or more in Investments,

(iv) An investment manager with $25 million or more under management, or

(v) A company holding $25 million or more in Investments

Note that these qualifications are the common criteria we see that investors use to meet the qualification requirements. You can access definitions of a Qualified Purchaser and Investments per the Investment Company Act of 1940 using these provided links.

Projections

All projections are estimates and based on analysis performed by the investment managers based on information available to them. These are all forward-looking statements, which involve significant uncertainties. Investors should be aware that future performance and results may differ materially from any projections provided.

Investment

Upside Case

An estimate of what returns could look like if the investment achieves one or more favorable outcomes that have been identified.

Base Case

An estimate of what the investment manager believes to be the most likely outcome.

Downside Case

An estimate of what returns could look like if the investment suffers from one or more unfavorable outcomes which have been identified. Investment managers tend to use this scenario to estimate what they view returns to be if adverse situations play out. Note that as with any forecast, this is just an estimate and actual results could vary materially.

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