High net worth customer
(1) High net worth customer(i) General. High net worth customer means: (A) Any natural person who, either individually or jointly with his or her spouse, has at least $5 million in net worth excluding the primary residence and associated liabilities of the person and, if applicable, his or her spouse; and (B) Any revocable, inter vivos or living trust the settlor of which is a natural person who, either individually or jointly with his or her spouse, meets the net worth standard set forth in paragraph (d)(1)(i)(A) of this section. (ii) Individual and spousal assets. In determining whether any person is a high net worth customer, there may be included in the assets of such person (A) Any assets held individually; (B) If the person is acting jointly with his or her spouse, any assets of the person's spouse (whether or not such assets are held jointly); and (C) If the person is not acting jointly with his or her spouse, fifty percent of any assets held jointly with such person's spouse and any assets in which such person shares with such person's spouse a community property or similar shared ownership interest. (2) Institutional customer means any corporation, partnership, limited liability company, trust or other non-natural person that has, or is controlled by a non-natural person that has, at least: (i) $10 million in investments; or (ii) $20 million in revenues; or (iii) $15 million in revenues if the bank employee refers the customer to the broker or dealer for investment banking services. (3) Investment banking services includes, without limitation, acting as an underwriter in an offering for an issuer; acting as a financial adviser in a merger, acquisition, tender offer or similar transaction; providing venture capital, equity lines of credit, private investment-private equity transactions or similar investments; serving as placement agent for an issuer; and engaging in similar activities. (4) Referral fee means a fee (paid in one or more installments) for the referral of a customer to a broker or dealer that is: (i) A predetermined dollar amount, or a dollar amount determined in accordance with a predetermined formula (such as a fixed percentage of the dollar amount of total assets placed in an account with the broker or dealer), that does not vary based on: (A) The revenue generated by or the profitability of securities transactions conducted by the customer with the broker or dealer; or (B) The quantity, price, or identity of securities transactions conducted over time by the customer with the broker or dealer; or (C) The number of customer referrals made; or (ii) A dollar amount based on a fixed percentage of the revenues received by the broker or dealer for investment banking services provided to the customer.