Federal Register - February 23, 2021
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Source: Federal Register
11078
Federal Register / Vol. 86, No. 34 / Tuesday, February 23, 2021 / Rules and Regulations
that such family office is capable of evaluating the merits and risks of the prospective investment; and Any family client, as defined in rule 202a11G-1 under the Investment Advisers Act of 1940 17 CFR
275.202a11G-1, of a family office meeting the requirements in paragraph a12 of 275.202a11G-1 and whose prospective investment in the issuer is directed by such family office pursuant to paragraph a12iii of 275.202a11G-1.
The undersigned understands that NAME
OF ISSUING CREDIT UNION the Credit Union is required to verify the undersigneds accredited investor status AND
ELECTS TO DO ONE OF THE FOLLOWING:
Allow the Credit Unions representative to review the undersigneds tax returns for the two most recently completed years and provide a written representation of the undersigneds reasonable expectation of reaching the income level necessary to qualify as an accredited investor during the current year;
Allow the Credit Unions representative to: 1 obtain a written representation from the undersigned that states that all liabilities necessary to make a determination of net worth have been disclosed; and 2 review one or more of the following types of documentation dated within the past three months: bank statements, brokerage statements, tax assessments, appraisal reports as to assets, or a consumer report from a nationwide consumer reporting agency;
Provide the Credit Union with a written confirmation from one of the following persons or entities that such person or entity has taken reasonable steps to verify that the undersigned is an accredited investor within the prior three months and has determined that the undersigned is an accredited investor:
A registered broker-dealer;
An investment adviser registered with the Securities Exchange Commission;
A licensed attorney who is in good standing under the laws of the jurisdictions in which such attorney is admitted to practice law; or A certified public accountant who is duly registered and in good standing under the laws of the place of such accountants residence or principal office.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Accredited Investor Status effective as of llllllllllllll, 20lll.
lllllllllllllllllllll Name of Investor lllllllllllllllllllll Name of Authorized Representative lllllllllllllllllllll Title of Authorized Representative lllllllllllllllllllll Signature lllllllllllllllllllll Address lllllllllllllllllllll Address lllllllllllllllllllll Phone Number lllllllllllllllllllll
VerDate Sep<11>2014
19:05 Feb 22, 2021
Jkt 253001
Email Address
d Use of trustees. If using a trustee in connection with the offer, issuance, and sale of Subordinated Debt Notes, the trustee must meet the requirements set forth in the Trust Indenture Act of 1939, as amended, including requirements for qualification set forth in section 310 thereof; any rules related to such act in 17 CFR parts 260, 261, and 269; and any applicable state law.
e Offers, issuances, and sales of Subordinated Debt Notes. Offers issuances, and sales of Subordinated Debt Notes are required to be made in accordance with the following requirements:
1 Application to offer, issue, and sell at offices of Issuing Credit Union. If the Issuing Credit Union intends to offer and sell Subordinated Debt Notes at one or more of its offices, the Issuing Credit Union must first apply in writing to the Appropriate Supervision Office indicating that it intends to offer, issue, and sell Subordinated Debt Notes at one or more of its offices. The application must include, at a minimum, the physical locations of such offices and a description of how the Issuing Credit Union will comply with the requirements of this paragraph e;
2 Decision on application. Within 60
calendar days which may be extended by the Appropriate Supervision Office after the date of receipt of a complete application described in paragraph e1 of this section, the Appropriate Supervision Office will provide the Issuing Credit Union with a written determination on its application to conduct offering and sales activity from its offices. Any denial of an Issuing Credit Unions application under this section will include the reasons for such denial;
3 Commissions, bonuses, or comparable payments. In connection with any offering and sale of Subordinated Debt Notes whether or not conducted at offices of the Issuing Credit Union, an Issuing Credit Union shall not pay, directly or indirectly, any commissions, bonuses, or comparable payments to any employee of the Issuing Credit Union or any affiliated Credit Union Service Organizations CUSOs assisting with the offer, issuance, and sale of such Subordinated Debt Notes, or to any other person in connection with the offer, issuance, and sale of Subordinated Debt Notes; except that compensation and commissions consistent with industry norms may be paid to securities personnel of registered broker-dealers as otherwise permitted by applicable law;
4 Issuances by tellers. No offers or sales may be made by tellers at the teller
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counter of any Issuing Credit Union, or by comparable persons at comparable locations;
5 Permissible issuing personnel. In connection with an offering or sale of Subordinated Debt Notes whether or not conducted at offices of the Issuing Credit Union, such activity may be conducted only by regular, full-time employees of the Issuing Credit Union or by securities personnel who are subject to supervision by a registered broker-dealer, which securities personnel may be employees of the Issuing Credit Unions affiliated CUSO
that is assisting the Issuing Credit Union with the offer, issuance, and sale of the Subordinated Debt Notes;
6 Issuance practices, advertisements, and other literature used in connection with the offer and sale of Subordinated Debt Notes. In connection with an offering or sale of Subordinated Debt Notes whether or not conducted at offices of the Issuing Credit Union, issuance practices, advertisements, and other issuance literature used in connection with offers and issuances of Subordinated Debt Notes by Issuing Credit Unions or any affiliated CUSOs assisting with the offer and issuance of such Subordinated Debt Notes shall be subject to the requirements of this subpart; and 7 Office of an Issuing Credit Union.
For purposes of this paragraph e, an office of an Issuing Credit Union means any premises used by the Issuing Credit Union that is identified to the public through advertising or signage using the Issuing Credit Unions name, trade name, or logo.
f Securities laws. An Issuing Credit Union must comply with all applicable Federal and state securities laws.
g Resales. All resales of Subordinated Debt Notes issued by an Issuing Credit Union by holders of such Subordinated Debt Notes must be made pursuant to 17 CFR 230.144 Rule 144
under the Securities Act of 1933, as amended other than paragraphs c, e, f, g and h of such Rule, 17 CFR
230.144A Rule 144A under the Securities Act of 1933, as amended, or another exemption from registration under the Securities Act of 1933, as amended. Subordinated Debt Notes must include the restrictions on resales in 702.404a10.
702.407 Discounting of amount treated as Regulatory Capital.
The amount of outstanding Subordinated Debt that may be treated as Regulatory Capital shall reduce by 20
percent per annum of the initial aggregate principal amount of the applicable Subordinated Debt as
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