Suitability Accredited investor standards are governed by a United States SEC definition; however, any company can mandate accredited investor requirements. An accredited investor is someone who has a certain level of net worth. This is very similar to a "experienced investor" in the UK/Euro market. A prospectus or offering memorandum will define who is considered an accredited investor. The following is how the language is written:
Investment in securities [shares, bonds, or notes] carries a high level of risk and is only appropriate for investors with substantial financial resources and who understand the specific risk factors of this investment. Furthermore, investing in the shares is only appropriate for an investor who does not require liquidity in their investment and is willing to accept restrictions on the transfer of securities.
The Investor is a "Accredited Investor," as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "1933 Act"), which is any person who falls into any of the following categories, or who the issuer reasonably believes falls into any of the following categories, at the time the securities are sold to that person:
(a) Any bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act, acting in its individual or fiduciary capacity; any broker or dealer registered under Section 15 of the Securities Exchange Act of 1934.
Any insurance company, as defined in section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940; or any business development company, as defined in section 2(a)(48) of that Act.
Any Small Business Investment Company that has been licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.
Any plan established and maintained for the benefit of its employees by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, if the plan's total assets exceed $3,000,000.
Any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $3,000,000, or if the employee benefit plan is self-directed.
(b) Any private business development company as defined in Investment Advisers Act of 1940 section 202(a)(22).
(c) 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 $3,000,000 that was not formed specifically to acquire the securities offered.
(d) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, as well as any director, executive officer, or general partner of that issuer's general partner.
(e) A natural person who earned more than $200,000 individually or $300,000 jointly with a spouse in each of the previous two years, or who has a minimum net worth of $1,000,000, either individually or jointly with his/her spouse (net worth shall be determined exclusive of home, home furnishings and automobiles).
(g) Any trust with total assets in excess of $3,000,000 that was not formed specifically for the purpose of acquiring the securities offered and whose purchase is directed by a sophisticated person as defined in Rule 506(b)(2) (ii).
(h) Any entity whose equity owners are all accredited investors.
The definition and rules for an accredited investor should be included in the prospectus.
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