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:
1. ACCREDITED
INVESTOR EXEMPTION:
The Fund will accept subscriptions from
investors who qualify as an "accredited investor" under National
Instrument 45-106. If you qualify as an "accredited investor", you
must invest a minimum of $150,000. 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.
2. MINIMUM
AMOUNT EXEMPTION:
The Fund will also accept subscriptions for
investors who do not qualify as an accredited investor where the amount
invested is at least $150,000.
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.