Accredited Investor Definition

We are adopting amendments to the definition of "accredited investor' in our rules to add new categories of qualifying natural persons and entities and to make certain other modifications to the existing definition. The amendments are intended to update and improve the definition to identify more effectively investors that have sufficient knowledge and expertise to participate in investment opportunities that do not have the rigorous disclosure and procedural requirements, and related investor protections, provided by registration under the Securities Act of 1933. We are also adopting amendments to the "qualified institutional buyer' definition in Rule 144A under the Securities Act to expand the list of entities that are eligible to qualify as qualified institutional buyers.