Accredited Investor Status Questionnaire
Units of the Fund are offered to qualified investors resident in the provinces and territories of Canada (the “Offering Jurisdictions”) pursuant to applicable exemptions from the prospectus requirements of the securities laws in the Offering Jurisdictions. Qualified investors must rely on one of the following exemptions available to purchase units of the Fund:
- ACCREDITED INVESTOR EXEMPTION:
The Fund will accept subscriptions from investors who qualify as an “accredited investor” under National Instrument 45-106. Some of the most common ways to qualify as an accredited investor are:
- an individual who, either alone or with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000;
- an individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years and who reasonably expects to exceed that net income level in the current calendar year;
- an individual whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the 2 most recent calendar years and who reasonably expects to exceed that net income level in the current calendar year;
- an individual who, either alone or with a spouse, has net assets of at least $5,000,000;
- 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.
Complete list of the accredited investor criteria
To qualify as an “accredited investor” under NI 45-106, the subscriber, or one or more beneficial purchasers for whom the subscriber is acting, is one of the following:
“accredited investor” means
- a Canadian financial institution, or a Schedule III bank;
- the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Statutes of Canada, 1995, chapter 28);
- a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;
- 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 (R.S.O. 1990, c. S. 5) of Ontario or the Securities Act (R.S.N.L. 1990, c. S 13) of Newfoundland and Labrador;
- 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 (d);
- the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada;
- a municipality, public board or commission in Canada and a metropolitan community, school board, the comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec;
- any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;
- a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a jurisdiction of Canada;
- an individual who, either alone or with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000;
- an individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year;
- an individual who, either alone or with a spouse, has net assets of at least $5,000,000;
- 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;
- an investment fund that distributes or has distributed its securities only to
- a person that is or was an accredited investor at the time of the distribution,
- a person that acquires or acquired securities in the circumstances referred to in sections 2.10 and 2.19 of Regulation 45-106 Respecting Prospectus and Exemption Requirements (“NI 45-106″?, or
- a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 of NI 45-106;
- an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt;
- a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Statutes of Canada, 1991, chapter 45) 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;
- 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, and
- in Ontario, is purchasing a security that is not a security of an investment fund;
- a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded;
- an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function;
- 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;
- an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser; or
- a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as
- an accredited investor, or
- an exempt purchaser in Alberta or British Columbia.
Definitions
“bank”means a bank named in Schedule I or II of the Bank Act (Statutes of Canada, 1991, chapter 46).
“Canadian financial institution”means
- an association governed by the Cooperative Credit Associations Act (Statutes of Canada, 1991, chapter 48) or a central cooperative credit society for which an order has been made under section 473(1) of that Act, or
- a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada.
“director” means
- a member of the board of directors of a company or an individual who performs similar functions for a company, and
- with respect to a person that is not a company, an individual who performs functions similar to those of a director of a company.
“eligibility adviser” means
- a person that is registered as an investment dealer or in an equivalent category of registration under the securities legislation of the jurisdiction of a purchaser and authorized to give advice with respect to the type of security being distributed, and
- in Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not
- have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders, or control persons, and
- have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons within the previous 12 months.
“EVCC” means an employee venture capital corporation that does not have a restricted constitution, and is registered under Part 2 of the Employee Investment Act (British Columbia), R.S.B.C. 1996 c. 112, and whose business objective is making multiple investments.
“financial assets” means
- cash,
- securities, or
- a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation.
“fully managed account” means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client’s express consent to a transaction.
“investment fund” means a mutual fund or a non-redeemable investment fund, and, for greater certainty in British Columbia, includes an EVCC and a VCC.
“non-redeemable investment fund” means an issuer
- whose primary purpose is to invest money provided by its securityholders,
- that does not invest
- for the purpose of exercising or seeking to exercise control of an issuer, other than an issuer that is a mutual fund or a non-redeemable investment fund, or
- for the purpose of being actively involved in the management of any issuer in which it invests, other than an issuer that is a mutual fund or a non-redeemable investment fund, and
- that is not a mutual fund.
“person” includes
- an individual,
- a legal person,
- a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and
- an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative.
