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Offering Advice & Services to Traders | Investors | Funds
Accredited Investors Defined



Accredited Investors The SEC issued a Staff Report in December 2015 regarding the definition of an "accredited investor" (as required by law every 4 years).  See SEC Staff Report on the Review of the Definition of "Accredited Investor"   This report recommends that the definition be revised to allow individuals to qualify as accredited investors based on measure of sophistication beyond the current standards of income and net worth.  For example, it suggests that individuals with a threshold level of investments or a professional certification be treated as accredited investors. Read the report as it is rather encouraging!  In addition, during 2016 the SEC has expanded on the need for a more relaxed and flexible definition of accredited investor at an industry event in January and an advisory meeting in May.  The SEC is accepting comments on the Staff Reporting. Click Here to Comment on the Definition of Accredited Investor 

Importance of Accredited Investor Standard The “accredited investor” definition is a central component of Regulation D. It is intended to encompass those persons whose financial sophistication and ability to sustain the risk of loss of investment or ability to fend for themselves render the protections of the Securities Act’s registration process unnecessary. Qualifying as an accredited investor is significant because accredited investors may, under SEC rules, participate in investment opportunities that are generally not available to non-accredited investors, such as investments in private companies and offerings by hedge funds, private equity funds and venture capital funds.

Current Law Under the accredited investor definition, natural persons are accredited investors if their income exceeds $200,000 in each of the two most recent years (or $300,000 in joint income with a person’s spouse) and they reasonably expect to reach the same income level in the current year. Natural persons are also accredited investors if their net worth exceeds $1 million (individually or jointly with a spouse) excluding the value of their primary residence. Certain enumerated entities with over $5 million in assets qualify as accredited investors, while others, including regulated entities such as banks and registered investment companies, are not subject to the assets test.  Contact Us for Help

Publicly Advertised Fund & Accredited Investor Rule 506(c) Verification Procedures If you are operating under Rule 506(c) of Regulation D (i.e., applicable to advertised U.S. hedge funds) you must request that your investors provide you with a CPA confirmed, licensed attorney confirmed, or SEC registered broker-dealer confirmed accredited investor status statement.  Planning Tip:  A third party confirmation of an investor's status is a good practice to observe for Rule 506(b) hedge funds in any event.  Of course, contact the actual party documenting the confirmation directly to verify that the third party is accredited to avoid fabricated statements).  A U.S. hedge fund that does not advertise may have up to 35 non-accredited investors. For more information, read the SEC Staff Report on Accredited Investor Definition Issued December 18, 2015.  The definition will continue to evolve over time.  Learn More About U.S. Hedge Fund Advertising

Planning Tips for Income Test  Though joint spousal income can be used to establish accredited investor status, your investors cannot use separate income for one year and joint income for the next year and future years to meet the test.  If the prospective investor has a consistent pattern of income that exceeds $200,000, or $300,000 joint income, the investor's representation is acceptable if you are operating a Rule 506(b) hedge fund (i.e., an unadvertised U.S. hedge fund).  Contact Us for Help

Planning Tips for the Net Worth Test The Dodd-Frank Act requires that the value of a person’s primary residence be excluded from the net worth calculation used to determine the person’s accredited investor status.  When in doubt of a proposed investor's net worth, the best bet is to request third party confirmation of prospective investor's financial statement of net worth.  For more information, read the SEC Staff Report on Accredited Investor Definition Issued December 18, 2015.  The definition will continue to evolve over time. Contact Us for Help

Subscription Agreement Description of Accredited Investor The language below is taken from a standard Subscription Agreement used in hedge fund offering documents.

1. Any bank as defined in section 3(a)(2) of the [Securities] Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company 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 by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; 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 $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

2. Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

3. Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

4. Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

5. Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000;

6. Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

7. Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) and

8. Any entity in which all of the equity owners are accredited investors.

Capital Management Service Group, Inc. is dedicated to providing the highest quality of services on a personal level and in a timely manner. We offer flat-fee engagements, which include start-to-finish legal services and counsel with all aspects of launching a domestic or offshore hedge fund. No two funds are identical.  We use a client-based approach to our fund structuring and analysis. Our clients routinely comment on the excellence of our personal service and the time we take to properly understand and implement the client’s unique circumstances and objectives. Call Us at +1(307) 213-4732, Email Us and Read What Our Client Say About Us on LinkedIn

Call Us First  We are experts in international hedge funds and tax. Click on any reference below to our leading articles:

Strategic Hedge Fund Planning by Hannah Terhune.  Wilmott Magazine Ltd. (Volume 2013, Issue 63, pages 8-11 January 2013).

Hedge Funds - Limited Partners' Right of Access After Parkcentral Global, L.P., v. Brown Investment Management, L.P. by Jim Brennan.   Cititrust Edge Magazine (4th Quarter 2012).

Strategic Hedge Fund Planningby Hannah Terhune.  Canadian Hedgewatch (March 2012).

Strategic Hedge Fund Planning by Hannah Terhune.  MoneyScience (March 2012)

Hedge Funds - Limited Partners' Right of Access After Parkcentral Global, L.P., v. Brown Investment Management, L.P. by Jim Brennan.  Canadian Hedgewatch (July 2011).

Planning for Cross-Border Financing Arrangements.  Practical International Tax Strategies (May 31, 2011).

U.S.--Tax Traps of Non-U.S. Issuer Debt Offerings.  Practical International Tax Strategies (April 15, 2011).

America the Beautiful Tax Haven.  Cititrust Edge Magazine (1st Quarter 2011).

Offshore Hedge Fund Focus:  Master & Feeder.  Cititrust Edge Magazine (4th Quarter 2010).

U.S.--Cross Border Credit Agreements:  Planning for U.S. Withholding Taxes.  Practical International Tax Strategies (November 15, 2010).

Starting an Offshore Fund.  themanager.org (June 2008).

Mixing Investment Adviser and Brokerage Services.  Hedge Fund Monthly by EurekaHedge.com (October 2007).

Offshore Fund Taxation.  Hedge Fund Monthly by EurekaHedge.com (May 2007).

Forex Trader to Forex Manager.  Offshore Business Magazine (November 2006).

Forex Trader to Forex Fund Manager:  The Path to Success.  Hedge Fund Monthly by EurekaHedge.com (October 2006).

Drafting Hedge Fund Performance Allocations.  Hedge Fund Monthly by EurekaHedge.com (August 2006).

Como Crear su Propio Hedge Fund by Hannah M. Terhune, Eva Porras, Argilio Rodriguez and Garrett Fisher (2006).

Offshore Hedge Funds: Focus on Master/Feeders by Hannah M. Terhune (2006).

Temas Sobre Impuestos de Sociedades Colectivas para Hedge Funds en Paraiso Fiscal by Hannah M. Terhune (2006).

Establish a Marketable Track Record with an Incubator Fund by Hannah M. Terhune (2006).

Must I Register as a Commodity Pool Operator? by Hannah M. Terhune (2006).

Do’s and Don’ts for Crafting Hedge Fund Peformance Allocations by Roger D. Lorence and Hannah M. Terhune. Derivatives:
Financial Products Report (an RIA publication) (September 2005).

Trading Foreign Index Contracts? Know the Tax Rules Before You Trade by Hannah M. Terhune and Roger D. Lorence. Stocks, Futures and Options (June 2005).

Practical Strategies For Section 475(f) Elections by Roger D. Lorence and Hannah M. Terhune. Derivatives Financial Products Report (WG&L/RIA,a Thompson Company) (March 2005).

Forex Hedge Fund Management by Hannah Terhune and Roger D. Lorence.  Currency Trader (March 2005).

Advising Clients on Internet Server Co-Location Agreements, Practical International Tax Strategies (March 15, 2004).

Structuring and Financing International Operations Using Hybrid Entities and Tax-Efficient Financing Practical U.S./International Tax Strategies (Jan. 15, 2004).

Hedge Fund Compensation Arrangements. Practical U.S./Domestic Tax Strategies at Page 18 (Dec. 2003).

U.S. Inbound Investment – The Portfolio Interest Exemption. Practical U.S./International Tax Strategies (Dec. 15, 2003).

Foreign Futures Planning: The 60/40 Question. Practical U.S./International Tax Strategies at Page 12 (Sept. 30, 2003).

Managing Offshore Hedge Funds - A View from the Beach: Practical U.S./International Tax Strategies at Page 9 (June 15, 2003).

Offshore Hedge Funds - Master/Feeder Compliance Issues: Practical U.S./International Tax Strategies at Page 9 (May 15, 2003).

Ready for Help? Please call us (307) 213-4732 or e-mail Hannah Terhune, international hedge fund and tax attorney.

Leading Media Content & Articles on Hedge Funds & International Tax Planning

Follow @HannahTerhune Read leading, cutting-edge articles on hedge funds and taxes by Hannah Terhune, hedge fund and international tax attorney. Her articles are widely published on the Internet and recommended by TheStreet.com and other respected media.
Capital Management Services Group, Inc. is recognized by discriminating persons as being one of the foremost legal authorities in the hedge fund industry.  Attorney Hannah Terhune's extensive international tax and hedge fund knowledge and experience make her an indispensable resource for those starting a hedge fund or an investment management business.  Ms. Terhune's numerous articles on hedge funds and international tax matters have appeared in publications worldwide. Read Our Leading Media Content and Articles by Hannah Terhune on Hedge Funds and International Tax Planning, Chances are, if you have read anything related to starting a hedge fund, Ms. Terhune wrote it. Read Our Client Comments and Read About Hannah Terhune on LinkedIn.  When you engage us you get a unique combination of securities, tax, and business experience.  We think we have the best set of hedge fund offering documents in the industry.  We aim to deliver quick turnaround times because we understand that our Clients want to begin operations as soon as possible.  Give us the opportunity to use our knowledge and experience for you. No client is too large or too small for us.  We pride ourselves in providing personal attention to each Client.  We provide high quality services at  competitive rates.  But don't take our word for it, give us a call and let us prove what we can do for you.

Personal Consultations Ms. Terhune's hard-earned knowledge and experience can be put to work for you. You can get answers to your specific questions by speaking directly to Hannah Terhune in a consultation.  A consultation represents an invaluable opportunity to learn how to achieve more in less time.  Ms. Terhune's credentials and experience gives you access to a well-informed lawyer with sound ethical judgment.  The availability of such expertise required to recommend the best solutions to you and provide sound ethical advice should never be taken lightly and unsurpassed in the area of hedge fund development.  We are confident that when you are finished with your consultation you will be impressed and more informed about your business plans than ever before.  Call +1 (307) 213-4732 or Click Here to Request Services.

Our Commitment  Henry David Thoreau wrote:  "Do not hire a man who works for money, but him who does it for love of it."  We are committed to your business plans and bringing you the best possible options.  We are an established and internationally recognized law firm that serves and educates our clients throughout the industry.  We do this by striving for the best results.  A lawyer is a philosopher and role model.  The ability to improve our clients' lives is a privilege that we do not take lightly.  There is tremendous power in being able to effect a positive change in our clients' lives.  Our aim is to welcome our clients and to provide a comfortable, warm environment for all.  Thanks for visiting our website.  We hope to have the opportunity to serve you.

Website content and design are copyrighted 2017© by Hannah M. Terhune and all rights are reserved.  This web site is designed for general information only.  The information presented at this site should not be construed to be formal legal advice nor the formation of an attorney/client relationship.

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