Accredited Investor Definition

Terms and Conditions:

The Terms and Conditions consist of the following parts – please read them carefully:

FRAUD ALERT

ACCREDITED INVESTOR DEFINITION.

Users of the Platform and of the Service must be so called “Accredited” or “Professional” Investors. Some countries
refer to an “Accredited” or “Professional” Investor also as “Sophisticated” Investor. Buyers of and investors into
the Aureus Nummus Gold, the Common Shares (and its tokenized securities) and the Convertible Bonds Aurum A2 (and its
tokenized securities) must be so called “Accredited” or “Professional” Investors. We do not permit retail
investors. For your convenience, below is a summary of the definitions in different countries of what it means to
be an “Accredited Investors. These definitions have been taken from public sources and are subject to change. It is
your responsibility to verify with the government entities of your country of residence, if these definitions are up
to date and accurate. It is your responsibility to verify your status as “Accredited Investor”. We categorically
decline all responsibility, if you fail to verify your status as “Accredited Investor”. We categorically decline all
responsibility if you ignore the “Accredited Investor” rule, which we have imposed.
The legal rules in some selected countries:

Australia

s 708(8) of the Corporations Act 2001 is found in Chapter 6D
(Fundraising). It defines “sophisticated investor” so as to exclude them from certain disclosure requirements.[3]
That section provides for an accountant to issue a certificate stating that an individual meets the criteria
prescribed in the Corporations Regulations 2001, namely net assets of at least $2.5 million, or a gross income for each of the last
two financial years of at least $250,000.[4]
There is a second definition of “sophisticated investor” in s 761GA of the Corporations Act 2001 in Chapter 7 (Financial
services and markets). It defines sophisticated investors so that they can be treated as wholesale (rather than
retail) clients.[5]
According to ASIC, a person with a
sophisticated investor certificate is a sophisticated investor for the purpose of Chapter 6D, and a wholesale client
for the purpose of Chapter 7.[6]

Brazil

On December 17, 2014, CVM issued the Instructions No. 554 and No. 555, which became effective from July 1, 2015
according to Mondaq.[7]
The definition of accredited investors under the United States SEC’s Regulation
D are analogous in Brazil to the combination of two categories of investors, classified by the Comissão de
Valores Mobiliários
(CVM) as “investidor profissional” (professional investor) and “investidor
qualificado
” (qualified investor) under Instruction 539, articles 9-A and 9-B.

Canada

An “Accredited Investor” (as defined in NI 45 106) is:

  1. a person registered under the securities legislation of a jurisdiction of Canada, as an adviser or dealer,
    other than a person registered solely as a limited market dealer under one or both of the Securities Act
    (Ontario) or the Securities Act (Newfoundland and Labrador); or
  2. an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada as a
    representative of a person referred to in paragraph (a); or
  3. an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate
    realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000; or
  4. an individual whose net
    income
    before taxes exceeded $200,000 in each of the two most recent calendar years or whose net
    income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent calendar
    years and who, in either case, reasonably expects to exceed that net income level in the current calendar
    year; or
  5. an individual who, either alone or with a spouse, has net assets of at least $5,000,000; or
  6. a person, other than an individual or investment fund, that has net assets of at
    least $5,000,000 as shown on its most recently prepared financial statements; or
  7. a trust company or trust
    corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or
    under comparable legislation in
    a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by
    the trust company or trust corporation, as the case may be; or
  8. an investment fund that distributes or has distributed its securities only to (i) a person that is or was an
    accredited investor at the time of the distribution, (ii) a person that acquires or acquired securities in
    the circumstances referred to in sections 2.10 of NI 45 106 [Minimum amount investment] or 2.19 of NI 45 106
    [Additional investment in investment funds], or (iii) a person described in paragraph (i) or (ii) that
    acquires or acquired securities under section 2.18 of NI 45 106 [Investment fund reinvestment];
  9. a person acting on behalf of a fully managed account managed by that person, if that person is registered or
    authorized to carry on business as an adviser or the equivalent under the securities legislation of a
    jurisdiction of Canada or a foreign jurisdiction; or
  10. a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the
    voting securities required by law to be owned by directors, are persons that are accredited investors (as
    defined in NI 45 106); or
  11. an investment fund that is advised by a person registered as an adviser or a person that is exempt from
    registration as an adviser.[8]

Note that as of 2016, many provinces in Canada now allow non-accredited investors to invest in private markets –
under specified limits.[9]

European Union

Retail clients requesting treatment as ‘elective’ professional clients (as defined by Markets in Financial Instruments
Directive
(MiFID)) must satisfy at least two of the following quantitative criteria in assessing the
client’s expertise, experience and knowledge:[10]

  • the client has carried out trade transactions, in significant size (at least €50,000), on the relevant
    market at an average frequency of 10 per quarter over the previous four quarters;
  • the size of the client’s financial instrument portfolio, defined as including cash deposits and financial
    instruments, exceeds €500,000;
  • the client works or has worked in the financial sector for at least one year in a
    professional position which requires knowledge of the transactions or services envisaged.

Israel

  1. An investment trust or fund manager.
  2. A management company or Provident fund as defined in the Israeli Provident fund law.
  3. An insurance company.
  4. A banking corporation and auxiliary corporation as defined in the Israeli Banking law (Licensing), other
    than a joint services company.
  5. A registered (licensed) investment adviser.
  6. An exchange member.
  7. An underwriter qualified to under section 56(c) of the Israel Securities Act.
  8. Corporation (except a corporation incorporated for the purpose of receiving investment advisory services,
    investment marketing or portfolio management) with equity of more than ₪50 million. See foreign accounting
    rules, international accounting standards and generally accepted accounting principles in the United States
    as defined under Sections 17(b)(1) and 36 of the Israel Securities Act for the
    definition of “Equity“.
  9. A natural person that gave consent in writing to be considered eligible for the purposes of this Law and
    that meets at least one of the three criterion below:

    • Owns a total value of cash, deposits, financial assets and securities, as defined in Section 52 of
      the Israel Securities Act, which exceeds ₪8 million.
    • Has an annual income of at least ₪1.2 million for each of the last two years (or, together with a
      spouse, have had an annual income totaling ₪1.8 million for each of the past two years).
    • Owns a total value of cash, deposits, financial assets and securities as defined in Section 52 of
      the Israel Securities Act worth, in total, more than ₪5 million and have had an annual income of at
      least ₪600,000 for each of the past two years (or, with a spouse, having a combined annual income
      totaling ₪900,000 for each of the past two years).
  10. A corporation which is wholly owned by accredited investors based on the criteria above.
  11. A corporation incorporated abroad whose activities are similar to those of the corporations set out
    above.[11]

New Zealand

s 5 of the Securities Act (1978) defines a sophisticated investor in New Zealand for the purposes of subsection
(2CC)(a), a person is wealthy if an independent chartered accountant certifies, no more than 12 months before the
offer is made, that the chartered accountant is satisfied on reasonable grounds that the person (a) has net assets
of at least $2,000,000; or
(b) had an annual gross income of at least $200,000 for each of the last two financial years. There is a further
section that follows stating that an eligible investor (experienced or sophisticated) is one who has satisfied a
financial investor that they meet certain criteria.[12]

Singapore

In Singapore, Accredited Investor is defined in Section 4A(1)(a) of the Securities and Futures Act (SFA), Chapter
289.[13]

  1. NET Personal assets exceeding $2 million (or equivalent in foreign
    currency). Or
  2. Income in preceding 12 months of not less than $300,000 (or equivalent in foreign currency). Or
  3. A corporation with net assets exceeding $10 million in value (or its equivalent in a foreign currency) or
    such other amount as the Authority may prescribe, in place of the first amount, as determined by — (A)the
    most recent audited balance-sheet of the corporation; or (B)where the corporation is not required to prepare
    audited accounts regularly, a balance-sheet of the corporation certified by the corporation as giving a true
    and fair view of the state of affairs of the corporation as of the date of the balance-sheet, which date
    shall be within the preceding 12 months;
  4. The trustee of such trust as the Authority may prescribe, when acting in that capacity; or
  5. Such other person as the Authority may prescribe.[14]

United States

In the United States, to be considered an accredited investor, one must have a net worth of at least $1,000,000, excluding
the value of one’s primary
residence
, or have income at least $200,000 each year for the last two years (or $300,000 combined income if
married) and have the expectation to make the same amount this year.
The term “accredited investor” is defined in Rule 501 of Regulation D of the U.S. Securities and Exchange
Commission
(SEC) as:

  1. a bank, insurance company, registered investment company, business development company, or small business
    investment company;
  2. an employee benefit plan, within the meaning of the Employee Retirement Income
    Security Act
    , if a bank, insurance company, or registered investment adviser makes the investment
    decisions, or if the plan has total assets in excess of $5 million;
  3. a charitable
    organization
    , corporation, or partnership with assets exceeding $5 million;
  4. a director, executive officer, or general partner of the company selling the securities;
  5. a business in which all the equity owners are accredited investors;
  6. a natural person who has
    individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of
    the purchase, or has assets under management of $1 million
    or above, excluding the value of the individual’s primary residence;
  7. a natural person with
    income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding
    $300,000 for those years and a reasonable expectation of the same income level in the current year
  8. a trust with assets in excess of $5
    million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.
  9. a natural person who has
    certain professional certifications, designations or credentials or other credentials issued by an
    accredited educational institution, which the Commission may designate from time to time. Presently holders
    in good standing of the Series 7, Series 65, and Series 82 licenses.
  10. natural persons who are
    “knowledgeable employees” of a fund with respect to private investments.
  11. limited liability companies with $5 million in assets may be accredited investors.
  12. SEC and
    state-registered investment advisers, exempt reporting advisers, and rural business investment
    companies
    (RBICs) may qualify.
  13. Indian tribes, governmental bodies, funds, and entities organized under the laws of foreign countries, that
    own “investments,” as defined in Rule 2a51-1(b) under the Investment Company Act, in excess of $5 million
    and that was not formed for the specific purpose of investing in the securities offered.
  14. Family
    offices
    with at least $5 million in assets under management and their “family clients,” as each term
    is defined under the Investment Advisers Act.
  15. “Spousal equivalent” to the accredited investor definition, so that spousal equivalents may pool their
    finances for the purpose of qualifying as accredited investors.[15][16][17][18]

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