Third-Party Accredited Investor Verification Letter and Investor Back-Up Certificate (Rule 506(c))
Matter Completion Sheet
| Topic | Required matter input | Owner and status |
|---|---|---|
| Issuer | Legal name, jurisdiction, entity type, principal office and the person authorized to receive verification deliverables | 摆鈼庐 |
| Offering | Security offered, offering size, minimum investment, whether general solicitation has been or will be used, Form D filing status and any placement agent | 摆鈼庐 |
| Investor | Legal name, residence or principal office, natural person or entity, and whether the investment is joint with a spouse or spousal equivalent | 摆鈼庐 |
| Accredited investor category | Natural person income test, natural person net worth test, professional certification, knowledgeable employee, entity by assets, entity by investments, entity by owners, trust, or family office or family client | 摆鈼庐 |
| Verification method | Third-party written confirmation, issuer review of income documents, issuer review of net worth documents, prior-verification representation, pre-2013 holder certification, high-minimum-investment conditions, or another principles-based method | 摆鈼庐 |
| Verifier | Name, firm, category (registered broker-dealer, SEC-registered investment adviser, licensed attorney or certified public accountant), license or registration number and jurisdiction, and good-standing confirmation | 摆鈼庐 |
| Supporting documents | Documents received, their dates, whether each is dated within the prior three months where required, and where each is stored | 摆鈼庐 |
| Income inputs | Individual or joint income for each of the two most recent years, whether the most recent year’s return has been filed, and the basis for the current-year expectation | 摆鈼庐 |
| Net worth inputs | Asset statements, primary residence value and mortgage balance, any increase in residence-secured debt in the prior sixty days, consumer report and total liabilities | 摆鈼庐 |
| Entity inputs | Total assets, investments, date of formation, purpose of formation, equity owner list and each owner’s accredited status where the entity relies on its owners | 摆鈼庐 |
| Dates | Date of document review, date of the verification letter, expected date of sale and the three-month window that governs the written-confirmation method | 摆鈼庐 |
| Reliance and delivery | Who may rely on the letter, for which offering, how it is delivered and whether the issuer’s counsel or placement agent is copied | 摆鈼庐 |
| Engagement terms | Verifier’s fee, scope limits, data-handling undertaking and record-retention period | 摆鈼庐 |
| Non-U.S. and special cases | Investors without U.S. tax forms, self-directed retirement accounts, trusts, recently formed entities and investors claiming joint status | 摆鈼庐 |
| Prior verification | Whether the issuer previously verified this investor, the date, the method used and whether any contrary information has since come to the issuer’s attention | 摆鈼庐 |
| Record retention | Where the signed letter, certificate, supporting documents and the issuer’s file memorandum will be kept and for how long | 摆鈼庐 |
This package is organized around the verification requirement in Rule 506(c)(2)(ii) under the Securities Act of 1933. Part A is a verification letter from a qualifying third party for a natural-person investor, drafted to satisfy the written-confirmation method in Rule 506(c)(2)(ii)(C). Part B is the entity counterpart, which operates under the principles-based standard because the enumerated methods are written for natural persons. Parts C and D are the investor’s back-up certificates, which give the verifier the facts and documents the letter rests on. Part E is the issuer’s file memorandum, which records the issuer’s own determination. Part F sets the terms on which the verifier acts. Schedules 1 through 6 contain the document checklist, the net worth worksheet, the high-minimum-investment alternative recognized by Commission staff in 2025, the re-verification certificate, the treatment of non-U.S. and other special cases, and the defined terms. Every operative provision is followed by a Drafting note stating what issuers typically ask for, what verifiers typically resist, and the position this form takes.
PART A 鈥� THIRD-PARTY ACCREDITED INVESTOR VERIFICATION LETTER (NATURAL PERSON)
[VERIFIER LETTERHEAD]
[DATE]
[ISSUER LEGAL NAME] Attention: [NAME, TITLE] [ADDRESS]
Re: Verification of accredited investor status of [INVESTOR NAME] for the offering of [DESCRIPTION OF SECURITIES] by [ISSUER LEGAL NAME] (the Offering)
1 Verifier and Capacity
1.1 Identity of Verifier
The undersigned (the Verifier) delivers this letter (this Verification Letter) to [ISSUER LEGAL NAME] (the Issuer) at the request of [INVESTOR NAME] (the Investor) in connection with the Offering, which the Issuer has informed the Verifier is being conducted in reliance on Rule 506(c) of Regulation D under the Securities Act of 1933, as amended (the Securities Act).
1.2 Qualifying Category
The Verifier confirms that the Verifier is, and on the Review Date was, one of the following (check one):
[ ] a broker-dealer registered with the Securities and Exchange Commission under Section 15 of the Securities Exchange Act of 1934, CRD No. 摆鈼庐;
[ ] an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, CRD No. 摆鈼庐;
[ ] an attorney licensed and in good standing under the laws of [JURISDICTION(S)], Bar No. 摆鈼庐; or
[ ] a certified public accountant duly registered and in good standing under the laws of [STATE OF RESIDENCE OR PRINCIPAL OFFICE], License No. 摆鈼庐.
1.3 Authority
If the Verifier signs on behalf of a firm, the individual signing confirms that he or she is authorized to deliver this Verification Letter on the firm’s behalf and personally holds the license or registration identified in Section 1.2.
2 Confirmation of Accredited Investor Status
2.1 Reasonable Steps and Determination
The Verifier confirms that, within the three months preceding the date of this Verification Letter, the Verifier has taken reasonable steps to verify that the Investor is an accredited investor as defined in Rule 501(a) under the Securities Act, and the Verifier has determined that the Investor is an accredited investor.
2.2 Basis of Determination
The Verifier’s determination rests on the following category (check each that applies):
[ ] Net worth. The Investor’s individual net worth, or joint net worth with the Investor’s spouse or spousal equivalent, exceeds $1,000,000, calculated in accordance with Rule 501(a)(5), including the exclusion of the Investor’s primary residence and the treatment of indebtedness secured by that residence.
[ ] Income. The Investor had individual income in excess of $200,000 in each of the two most recent years, or joint income with the Investor’s spouse or spousal equivalent in excess of $300,000 in each of those years, and has represented that he or she has a reasonable expectation of reaching the same income level in the current year, in accordance with Rule 501(a)(6).
[ ] Professional certification. The Investor holds in good standing a professional certification, designation or credential that the Commission has designated by order as qualifying a natural person for accredited investor status under Rule 501(a)(10), namely [DESIGNATION], which the Verifier confirmed through [PUBLIC DATABASE OR ISSUING BODY] on [DATE].
[ ] Knowledgeable employee. The Investor is a knowledgeable employee, as defined in Rule 3c-5(a)(4) under the Investment Company Act of 1940, of the Issuer, and the Issuer would be an investment company but for Section 3(c)(1) or 3(c)(7) of that Act, in accordance with Rule 501(a)(11).
2.3 Review Date and Documents
The Verifier reviewed the documents listed in Annex 1 (the Supporting Documents) and the Investor’s Back-Up Certificate in the form attached as Annex 2 on [REVIEW DATE] (the Review Date). Each Supporting Document used to establish net worth was dated within the three months preceding the Review Date. Each Supporting Document used to establish income reports the Investor’s income for the two most recent years for which the Investor has filed United States federal income tax returns, being [YEAR] and [YEAR].
2.4 Joint Status
If the Investor relies on joint net worth or joint income with a spouse or spousal equivalent, the Verifier reviewed Supporting Documents for, and obtained a Back-Up Certificate from, both the Investor and the spouse or spousal equivalent, and the confirmation in Section 2.1 extends to the joint calculation.
3 Scope, Reliance and Limitations
3.1 Reliance on Supporting Documents and Back-Up Certificate
In making the determination in Section 2.1, the Verifier relied on the Supporting Documents and on the representations in the Back-Up Certificate without independent investigation beyond the review described in Section 2.3, except that the Verifier confirmed any professional certification through the public record identified in Section 2.2. The Verifier is not aware of any fact that would cause the Verifier to believe that any Supporting Document or any representation in the Back-Up Certificate is inaccurate or incomplete.
3.2 Persons Entitled to Rely
This Verification Letter is delivered solely to the Issuer for the Offering and may be relied on by the Issuer and by [PLACEMENT AGENT NAME], if any, in connection with the Offering. No other person may rely on this Verification Letter, and it may not be used for any other offering, filed with any governmental authority other than as required by law, or quoted in any offering document without the Verifier’s written consent.
3.3 Matters Not Addressed
The Verifier expresses no view on the suitability of the Offering for the Investor, the merits or risks of the securities, the Issuer’s compliance with Rule 506(c) or any other requirement, the Investor’s sophistication, the source of the Investor’s funds, or any matter other than the Investor’s status as an accredited investor on the Review Date. Nothing in this Verification Letter is legal, tax or investment advice to the Issuer.
3.4 Currency and No Duty to Update
This Verification Letter speaks only as of its date. The Verifier has no obligation to update it, to monitor the Investor’s circumstances, or to inform the Issuer of any change, whether or not the Verifier becomes aware of one.
3.5 Verification of Status Only
The Verifier’s determination concerns the Investor’s status under Rule 501(a). The Issuer remains responsible for its own determination that it has taken reasonable steps to verify the Investor’s status, for confirming that it has no knowledge that the Investor is not an accredited investor, and for every other condition of Rule 506(c).
4 Investor Acknowledgment and Allocation of Risk
4.1 Investor Acknowledgment
By countersigning below, the Investor confirms that the Investor requested this Verification Letter, authorized the Verifier to deliver it and the Back-Up Certificate to the Issuer, and understands that the Issuer will rely on it in selling securities to the Investor without registration under the Securities Act.
4.2 Responsibility for Information
The Investor is responsible for the accuracy and completeness of the Supporting Documents and the Back-Up Certificate. The Verifier’s determination is conditioned on their accuracy and completeness, and the Verifier has no liability to the Investor or the Issuer for any inaccuracy or omission in information supplied by the Investor.
4.3 Governing Law
This Verification Letter is governed by the laws of [STATE], without regard to conflict-of-laws principles.
5 Signatures
VERIFIER:
[FIRM NAME, if applicable]
By: ______________________________________ Name: [NAME] Title: [TITLE] License or registration: [CATEGORY AND NUMBER] Date: __________________
ACKNOWLEDGED AND AUTHORIZED BY INVESTOR:
[INVESTOR NAME] Date: __________________
[If joint status is relied on:]
[SPOUSE OR SPOUSAL EQUIVALENT NAME] Date: __________________
Annex 1 鈥� Supporting Documents reviewed (complete from Schedule 1) Annex 2 鈥� Investor Back-Up Certificate (Part C)
PART B 鈥� THIRD-PARTY ACCREDITED INVESTOR VERIFICATION LETTER (ENTITY)
[VERIFIER LETTERHEAD]
[DATE]
[ISSUER LEGAL NAME] Attention: [NAME, TITLE] [ADDRESS]
Re: Verification of accredited investor status of [ENTITY INVESTOR NAME] for the Offering
6 Verifier, Capacity and Standard
6.1 Identity and Category
Sections 1.1 through 1.3 of Part A apply to this letter as if set out in full, with the Verifier identified in the signature block.
6.2 Standard Applied
The enumerated verification methods in Rule 506(c)(2)(ii)(A) through (E) are written for natural-person purchasers. For an entity purchaser the Issuer must take reasonable steps to verify accredited investor status under the principles-based standard, considering the nature of the purchaser and the category of accredited investor it claims to be, the information the Issuer has about the purchaser, and the nature and terms of the Offering. This letter is delivered to assist the Issuer in that determination.
7 Confirmation of Entity Status
7.1 Reasonable Steps and Determination
The Verifier confirms that, within the three months preceding the date of this letter, the Verifier has taken reasonable steps to verify that [ENTITY INVESTOR NAME] (the Entity Investor) is an accredited investor as defined in Rule 501(a), and the Verifier has determined that the Entity Investor is an accredited investor.
7.2 Category
The determination rests on the following category (check one):
[ ] Rule 501(a)(3). The Entity Investor is a corporation, limited liability company, partnership, Massachusetts or similar business trust, or organization described in Section 501(c)(3) of the Internal Revenue Code, was not formed for the specific purpose of acquiring the securities offered, and has total assets in excess of $5,000,000.
[ ] Rule 501(a)(7). The Entity Investor is a trust with total assets in excess of $5,000,000, was not formed for the specific purpose of acquiring the securities offered, and its purchase is directed by a person with such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment.
[ ] Rule 501(a)(8). All of the equity owners of the Entity Investor are accredited investors, as shown in Annex 3, and the Verifier has verified the status of each equity owner (or, where an equity owner is itself an entity relying on Rule 501(a)(8), of the natural persons and entities at the end of the chain of ownership).
[ ] Rule 501(a)(9). The Entity Investor is an entity of a type not listed in Rule 501(a)(1), (2), (3), (7) or (8), was not formed for the specific purpose of acquiring the securities offered, and owns investments, as defined in Rule 2a51-1(b) under the Investment Company Act of 1940, in excess of $5,000,000.
[ ] Rule 501(a)(12) or (13). The Entity Investor is a family office, as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, with assets under management in excess of $5,000,000 that was not formed for the specific purpose of acquiring the securities offered and whose prospective investment is directed by a person with the knowledge and experience described in Rule 501(a)(12)(iii), or is a family client of such a family office whose investment is directed by that family office.
[ ] Other category. [Rule 501(a)(1) or (2) institutional category, with basis described in Annex 3.]
7.3 Documents Reviewed
The Verifier reviewed the documents listed in Annex 1 and the Entity Back-Up Certificate in the form attached as Annex 2 on [REVIEW DATE]. For total assets or investments, the Verifier reviewed [AUDITED OR REVIEWED FINANCIAL STATEMENTS / BALANCE SHEET / BROKERAGE AND BANK STATEMENTS / TAX RETURN] dated or as of [DATE]. For formation and purpose, the Verifier reviewed the Entity Investor’s formation document, governing agreement and [MINUTES, CONSENTS OR OFFICER CERTIFICATE] showing the date of formation and the business conducted. For Rule 501(a)(8), the Verifier reviewed the ownership schedule in Annex 3 and the documents described there for each equity owner.
8 Scope, Reliance, Acknowledgment and Signatures
Sections 3 through 5 of Part A apply to this letter, with references to the Investor read as references to the Entity Investor and the acknowledgment signed by an authorized officer, manager, trustee or general partner of the Entity Investor.
PART C 鈥� INVESTOR BACK-UP CERTIFICATE (NATURAL PERSON)
To: [VERIFIER NAME] (the Verifier) and [ISSUER LEGAL NAME] (the Issuer)
Re: Accredited investor status of the undersigned for the Offering
The undersigned (the Investor) delivers this certificate (this Back-Up Certificate) to the Verifier and the Issuer in connection with the Verification Letter the Investor has asked the Verifier to deliver for the Offering, and certifies as follows.
9 Identity and Category Relied On
9.1 Identity
Legal name: 摆鈼庐. Residence address: 摆鈼庐. Date of birth (month and year): 摆鈼庐. Country of citizenship and country of tax residence: 摆鈼庐.
9.2 Category
The Investor qualifies as an accredited investor under the following category (check each that applies and complete the corresponding Section):
[ ] Net worth, Rule 501(a)(5) (complete Section 10) [ ] Income, Rule 501(a)(6) (complete Section 11) [ ] Professional certification, Rule 501(a)(10) (complete Section 12) [ ] Knowledgeable employee, Rule 501(a)(11) (complete Section 13)
9.3 Joint Status
[ ] The Investor relies on individual net worth or income only. [ ] The Investor relies on joint net worth or joint income with [NAME], who is the Investor’s [spouse / spousal equivalent, meaning a cohabitant occupying a relationship generally equivalent to that of a spouse], and who signs this Back-Up Certificate below.
10 Net Worth Certification
10.1 Net Worth Statement
The Investor’s net worth (individual, or joint with the person identified in Section 9.3) exceeds $1,000,000, calculated in accordance with Schedule 2, as of [DATE WITHIN THE PRIOR THREE MONTHS].
10.2 Primary Residence
In calculating net worth the Investor has (a) excluded the value of the Investor’s primary residence as an asset; (b) excluded indebtedness secured by the primary residence as a liability only up to the estimated fair market value of the residence; (c) included as a liability any such indebtedness in excess of that fair market value; and (d) included as a liability any increase in indebtedness secured by the primary residence incurred within the sixty days before the date of this Back-Up Certificate, other than indebtedness incurred to acquire the residence.
10.3 Documents
The Investor has delivered to the Verifier the asset documents listed in Annex 1, each dated within the three months preceding the Review Date, consisting of [BANK STATEMENTS / BROKERAGE STATEMENTS / STATEMENTS OF SECURITIES HOLDINGS / CERTIFICATES OF DEPOSIT / TAX ASSESSMENTS / APPRAISAL REPORTS ISSUED BY INDEPENDENT THIRD PARTIES], and has authorized the Verifier to obtain a consumer report on the Investor from at least one nationwide consumer reporting agency.
10.4 Disclosure of Liabilities
The Investor has disclosed to the Verifier all liabilities necessary to make a determination of the Investor’s net worth, including liabilities that do not appear on the consumer report, and the liabilities listed in Schedule 2 are complete.
11 Income Certification
11.1 Income Statement
The Investor’s income (individual, or joint with the person identified in Section 9.3) exceeded [$200,000 individual / $300,000 joint] in each of the two most recent years for which the Investor has filed United States federal income tax returns, being [YEAR] ($摆鈼庐) and [YEAR] ($摆鈼庐).
11.2 Current-Year Expectation
The Investor has a reasonable expectation of reaching the same income level in the current calendar year. The basis for that expectation is [CONTINUED EMPLOYMENT AT CURRENT COMPENSATION / CONTRACTED COMPENSATION / RECURRING INVESTMENT INCOME / OTHER].
11.3 Documents
The Investor has delivered to the Verifier the Internal Revenue Service forms listed in Annex 1 that report the Investor’s income for each of the two years identified in Section 11.1, consisting of [FORM W-2 / FORM 1099 / SCHEDULE K-1 TO FORM 1065 / FORM 1040], and each is a true and complete copy of the form filed with or received from the Internal Revenue Service.
11.4 Most Recent Year Not Yet Filed
[Complete only if the Investor has not yet filed a federal income tax return for the most recently completed calendar year.] No Internal Revenue Service form reporting the Investor’s income for [MOST RECENT CALENDAR YEAR] is yet available. The Investor’s income for that year was approximately $摆鈼庐, which exceeds the applicable threshold, and the Investor has delivered Internal Revenue Service forms for [YEAR] and [YEAR], the two years preceding it.
12 Professional Certification
The Investor holds in good standing the following professional certification, designation or credential designated by Commission order as qualifying a natural person for accredited investor status: [GENERAL SECURITIES REPRESENTATIVE (SERIES 7) / INVESTMENT ADVISER REPRESENTATIVE (SERIES 65) / PRIVATE SECURITIES OFFERINGS REPRESENTATIVE (SERIES 82) / OTHER DESIGNATED CREDENTIAL], CRD or credential number 摆鈼庐, and authorizes the Verifier to confirm that status through [FINRA BROKERCHECK / THE INVESTMENT ADVISER PUBLIC DISCLOSURE WEBSITE / THE ISSUING BODY].
13 Knowledgeable Employee
The Investor is a knowledgeable employee, as defined in Rule 3c-5(a)(4) under the Investment Company Act of 1940, of the Issuer by reason of [EXECUTIVE OFFICER, DIRECTOR, TRUSTEE, GENERAL PARTNER OR ADVISORY BOARD POSITION / PARTICIPATION IN THE ISSUER’S INVESTMENT ACTIVITIES FOR AT LEAST TWELVE MONTHS], and the Issuer has confirmed in writing that it would be an investment company but for Section 3(c)(1) or Section 3(c)(7) of that Act.
14 General Certifications
14.1 Accuracy
Each document delivered to the Verifier is a true, correct and complete copy, and each statement in this Back-Up Certificate is true and complete as of its date.
14.2 No Contrary Facts
The Investor is not aware of any fact or circumstance that would cause the Investor to cease to be an accredited investor before the sale of securities in the Offering.
14.3 Authorization and Reliance
The Investor authorizes the Verifier to deliver the Verification Letter and this Back-Up Certificate to the Issuer and to any placement agent for the Offering, authorizes the Verifier to obtain a consumer report where Section 10 applies, and acknowledges that the Verifier and the Issuer will rely on this Back-Up Certificate.
14.4 Update Before Sale
If any statement in this Back-Up Certificate becomes inaccurate before the Investor’s purchase in the Offering, the Investor will notify the Verifier and the Issuer in writing before completing the purchase.
14.5 Confidentiality and Data Handling
The Investor acknowledges that the Verifier and the Issuer will hold the Supporting Documents and this Back-Up Certificate in confidence, will use them only to verify accredited investor status and to document compliance with Rule 506(c), and will retain them in accordance with Part F and the Issuer’s record-retention policy.
15 Signatures
[INVESTOR NAME] Date: __________________
[If joint status is relied on:]
[SPOUSE OR SPOUSAL EQUIVALENT NAME] Date: __________________
Annex 1 鈥� Supporting Documents delivered (complete from Schedule 1)
PART D 鈥� INVESTOR BACK-UP CERTIFICATE (ENTITY)
To: [VERIFIER NAME] and [ISSUER LEGAL NAME]
The undersigned, being the duly authorized [OFFICER / MANAGER / GENERAL PARTNER / TRUSTEE] of [ENTITY INVESTOR NAME] (the Entity Investor), certifies on behalf of the Entity Investor as follows.
16 Entity Identity and Formation
16.1 Identity
Legal name: 摆鈼庐. Jurisdiction and form of organization: 摆鈼庐. Date of formation: 摆鈼庐. Principal office: 摆鈼庐. Taxpayer identification number (last four digits): 摆鈼庐.
16.2 Purpose of Formation
The Entity Investor was not formed for the specific purpose of acquiring the securities offered in the Offering. The Entity Investor was formed on [DATE] for the purpose of [DESCRIPTION OF BUSINESS OR INVESTMENT ACTIVITY], has conducted that activity since [DATE], and [holds the following other investments or assets: 鈼廬.
17 Category and Financial Certification
17.1 Category
The Entity Investor qualifies under (check one and complete the corresponding Section): [ ] Rule 501(a)(3) (Section 17.2); [ ] Rule 501(a)(7) (Sections 17.2 and 17.4); [ ] Rule 501(a)(8) (Section 17.3); [ ] Rule 501(a)(9) (Section 17.2); [ ] Rule 501(a)(12) or (13) (Section 17.5).
17.2 Total Assets or Investments
The Entity Investor’s [total assets / investments, as defined in Rule 2a51-1(b) under the Investment Company Act of 1940] exceeded $5,000,000 as of [DATE], as shown in the [AUDITED FINANCIAL STATEMENTS / REVIEWED FINANCIAL STATEMENTS / BALANCE SHEET CERTIFIED BY THE ENTITY INVESTOR’S CHIEF FINANCIAL OFFICER / ACCOUNT STATEMENTS] delivered to the Verifier and listed in Annex 1.
17.3 Equity Owners
Annex 3 lists every equity owner of the Entity Investor, the class and percentage of equity held, and the Rule 501(a) category under which each equity owner is an accredited investor. Each equity owner that is a natural person has delivered a Back-Up Certificate in the form of Part C, and each equity owner that is an entity has delivered a certificate in the form of this Part D, and the Entity Investor has no equity owner other than those listed.
17.4 Trust Direction
[For Rule 501(a)(7).] The purchase of securities in the Offering is directed by [NAME], who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment, by reason of [DESCRIPTION OF EXPERIENCE].
17.5 Family Office
[For Rule 501(a)(12) or (13).] The Entity Investor is a family office as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 [or a family client of [FAMILY OFFICE NAME], a family office meeting the requirements of Rule 501(a)(12)], the family office has assets under management in excess of $5,000,000, and the prospective investment is directed by [NAME], who has the knowledge and experience described in Rule 501(a)(12)(iii).
18 General Certifications and Signature
Sections 14.1 through 14.5 of Part C apply to the Entity Investor, with references to the Investor read as references to the Entity Investor, and the signatory confirms that he or she is authorized to deliver this certificate on the Entity Investor’s behalf and that the governing documents delivered to the Verifier are complete and in effect.
[ENTITY INVESTOR NAME]
By: ______________________________________ Name: 摆鈼庐 Title: 摆鈼庐 Date: __________________
Annex 1 鈥� Documents delivered Annex 3 鈥� Equity owner schedule (Rule 501(a)(8))
PART E 鈥� ISSUER VERIFICATION MEMORANDUM
[Issuer internal record 鈥� not delivered to the Investor]
19 Offering and Investor
| Item | Entry |
|---|---|
| Issuer | 摆鈼庐 |
| Offering and securities | 摆鈼庐 |
| Date general solicitation commenced | 摆鈼庐 |
| Investor | 摆鈼庐 |
| Investor type | [Natural person / entity (category)] |
| Proposed investment amount | $摆鈼庐 |
| Prepared by | [NAME, TITLE] on [DATE] |
20 Verification Method and Steps Taken
20.1 Method
The Issuer verified the Investor’s accredited investor status by (check one):
[ ] Written confirmation, Rule 506(c)(2)(ii)(C). The Issuer obtained the Verification Letter in Part A or Part B dated [DATE] from [VERIFIER], whose category and good standing the Issuer confirmed through [PUBLIC RECORD] on [DATE].
[ ] Income review, Rule 506(c)(2)(ii)(A). The Issuer reviewed IRS forms reporting the Investor’s income for [YEAR] and [YEAR] and obtained the written representation in Section 11.2.
[ ] Net worth review, Rule 506(c)(2)(ii)(B). The Issuer reviewed the asset documents dated [DATES] and a consumer report dated [DATE] and obtained the written representation in Section 10.4.
[ ] Pre-2013 holder certification, Rule 506(c)(2)(ii)(D). The Investor purchased securities of the Issuer as an accredited investor in a Rule 506(b) offering before September 23, 2013, continues to hold them, and certified at the time of sale that he or she is an accredited investor.
[ ] Prior verification, Rule 506(c)(2)(ii)(E). The Issuer previously verified the Investor on [DATE] by [METHOD], that date is within the five years preceding the sale, the Issuer is not aware of information to the contrary, and the Investor delivered the representation in Schedule 4 at the time of sale.
[ ] High minimum investment, principles-based. The Offering’s terms require the minimum investment and the Issuer obtained the representations described in Schedule 3.
[ ] Other principles-based determination. Describe the steps and the reasoning in Section 20.3.
20.2 Knowledge Check
The Issuer, including each person acting on its behalf in the Offering, has no knowledge that the Investor is not an accredited investor and no knowledge of any fact that calls the Investor’s status into question. Facts considered: [MANNER OF SOLICITATION / RELATIONSHIP WITH THE INVESTOR / INFORMATION IN THE SUBSCRIPTION AGREEMENT / ANY INCONSISTENCY BETWEEN DOCUMENTS].
20.3 Reasoning (principles-based methods)
[For any method other than (c)(2)(ii)(A) through (E): state the nature of the Investor and the category claimed, the amount and type of information the Issuer holds, the manner in which the Investor was solicited, the terms of the Offering including any minimum investment, and why the steps taken were reasonable in light of those factors.]
20.4 Conclusion and Retention
The Issuer concludes that it has taken reasonable steps to verify that the Investor is an accredited investor. The documents supporting this memorandum are held at [LOCATION] and will be retained for not less than 摆鈼庐 years after the final sale in the Offering.
Approved: ______________________________________ [NAME, TITLE] Date: __________________
PART F 鈥� VERIFIER ENGAGEMENT AND RELIANCE TERMS
21 Engagement
21.1 Scope
[VERIFIER] is engaged by [INVESTOR / ISSUER] solely to review the Supporting Documents and the Back-Up Certificate and, if the Verifier so determines, to deliver the Verification Letter. The engagement does not include advice on the Offering, the securities, the Investor’s suitability or the Issuer’s compliance, and does not create an attorney-client, adviser-client or accountant-client relationship with any person other than the engaging party.
21.2 Fee
The fee for the engagement is $摆鈼庐, payable by [INVESTOR / ISSUER] on delivery of the Verification Letter or on notice that the Verifier is unable to make the determination, whichever first occurs.
21.3 Inability to Confirm
If the Supporting Documents do not support the determination, the Verifier will notify the engaging party and will not deliver the Verification Letter. The Verifier has no obligation to state the reason to the Issuer.
21.4 Data Handling and Retention
The Verifier will hold the Supporting Documents and the Back-Up Certificate in confidence, will use them only for the engagement, will retain them for 摆鈼庐 years, and will then destroy them unless required by law or professional rules to retain them longer. The Verifier will deliver to the Issuer only the Verification Letter and, if the Issuer requests it, the Back-Up Certificate; the Verifier will not deliver account statements, tax forms or consumer reports to the Issuer unless the Investor directs otherwise in writing.
21.5 Limitation
The Verifier’s aggregate liability arising from the engagement is limited to the fee paid, except for liability that cannot be limited by law.
SCHEDULE 1 鈥� SUPPORTING DOCUMENTS CHECKLIST
| Category | Documents | Dating requirement | Notes |
|---|---|---|---|
| Income, Rule 501(a)(6) | Any IRS form reporting income for each of the two most recent years: Form W-2, Form 1099, Schedule K-1 to Form 1065, Form 1040 | Two most recent years for which returns have been filed | For joint income, forms and representations from both persons; see Section 11.4 if the most recent year is not yet filed |
| Net worth, Rule 501(a)(5), assets | Bank statements, brokerage statements and other statements of securities holdings, certificates of deposit, tax assessments, appraisal reports issued by independent third parties | Dated within the three months before the Review Date | Exclude the primary residence; see Schedule 2 |
| Net worth, Rule 501(a)(5), liabilities | Consumer report from at least one nationwide consumer reporting agency | Dated within the three months before the Review Date | Plus the written representation that all liabilities are disclosed |
| Professional certification, Rule 501(a)(10) | Public database confirmation of the designated credential in good standing | Confirmed on the Review Date | List of designated credentials maintained on the Commission’s website |
| Knowledgeable employee, Rule 501(a)(11) | Issuer’s written confirmation of the Investor’s role and of the Issuer’s reliance on Section 3(c)(1) or 3(c)(7) | Current | Applies only where the Issuer is a private fund |
| Entity, total assets or investments | Audited or reviewed financial statements, balance sheet certified by a financial officer, account statements, tax return | Most recent available; account statements within three months preferred | Purchasing entity’s own assets, not a parent’s |
| Entity, formation and purpose | Certificate of formation or incorporation, governing agreement, consents or officer certificate describing business conducted | Current | Tests the “not formed for the specific purpose” condition |
| Entity, Rule 501(a)(8) | Ownership schedule (Annex 3) and a Part C or Part D certificate for every equity owner | As above for each owner | Look through to the end of the ownership chain |
| Trust, Rule 501(a)(7) | Trust instrument, statement of assets, description of the person directing the purchase | Current | Revocable trusts are usually analyzed through the grantor |
| Family office, Rule 501(a)(12) and (13) | Family office governing documents, statement of assets under management, identification of the person directing the investment | Current | Family client must be directed by the family office |
SCHEDULE 2 鈥� NET WORTH WORKSHEET
| Line | Item | Investor | Spouse or spousal equivalent | Joint total |
|---|---|---|---|---|
| 1 | Cash and deposits (statements within three months) | $摆鈼庐 | $摆鈼庐 | $摆鈼庐 |
| 2 | Marketable securities and brokerage accounts | $摆鈼庐 | $摆鈼庐 | $摆鈼庐 |
| 3 | Retirement accounts, at statement value | $摆鈼庐 | $摆鈼庐 | $摆鈼庐 |
| 4 | Private company and fund interests, at documented value | $摆鈼庐 | $摆鈼庐 | $摆鈼庐 |
| 5 | Real estate other than the primary residence, at assessed or appraised value | $摆鈼庐 | $摆鈼庐 | $摆鈼庐 |
| 6 | Other assets, with the document supporting the value | $摆鈼庐 | $摆鈼庐 | $摆鈼庐 |
| 7 | Total assets (lines 1 to 6), excluding the primary residence | $摆鈼庐 | $摆鈼庐 | $摆鈼庐 |
| 8 | Mortgage and other debt secured by the primary residence, only to the extent it exceeds the residence’s estimated fair market value | $摆鈼庐 | $摆鈼庐 | $摆鈼庐 |
| 9 | Increase in residence-secured debt within the prior sixty days, other than to acquire the residence | $摆鈼庐 | $摆鈼庐 | $摆鈼庐 |
| 10 | Other real estate debt | $摆鈼庐 | $摆鈼庐 | $摆鈼庐 |
| 11 | Margin and securities-backed loans | $摆鈼庐 | $摆鈼庐 | $摆鈼庐 |
| 12 | Personal, student, auto and consumer debt per consumer report | $摆鈼庐 | $摆鈼庐 | $摆鈼庐 |
| 13 | Guarantees and contingent liabilities reasonably expected to be called | $摆鈼庐 | $摆鈼庐 | $摆鈼庐 |
| 14 | Taxes due and other liabilities not on the consumer report | $摆鈼庐 | $摆鈼庐 | $摆鈼庐 |
| 15 | Total liabilities (lines 8 to 14) | $摆鈼庐 | $摆鈼庐 | $摆鈼庐 |
| 16 | Net worth (line 7 less line 15) | $摆鈼庐 | $摆鈼庐 | $摆鈼庐 |
Estimated fair market value of the primary residence: $摆鈼庐. Total debt secured by the primary residence: $摆鈼庐. Basis for the value estimate: 摆鈼庐.
SCHEDULE 3 鈥� HIGH MINIMUM INVESTMENT ALTERNATIVE (ISSUER-SIDE)
22 Basis
In a staff letter dated March 12, 2025, the Division of Corporation Finance agreed that an issuer could reasonably conclude it had taken reasonable steps to verify accredited investor status where the offering required a high minimum investment, the purchaser gave specified written representations, and the issuer had no actual knowledge of contrary facts. The letter rested on the representations in the request, which described minimum investment amounts of at least $200,000 for natural persons and at least $1,000,000 for legal entities, including amounts committed under a binding obligation to invest in installments as called. The staff described the letter as reflecting staff views rather than a Commission rule, and stated that different facts or conditions might lead to a different conclusion. Related staff interpretations issued the same day (Securities Act Rules Compliance and Disclosure Interpretations 256.35 and 256.36) restate the principles-based standard and the relevance of a high minimum investment.
23 Conditions to Document
| Condition | Where documented |
|---|---|
| Minimum investment of at least $200,000 for a natural person or at least $1,000,000 for an entity, as a cash investment or a binding commitment to invest that amount in installments as called | Subscription agreement and the Offering terms |
| Written representation that the purchaser is an accredited investor under Rule 501(a)(5) or (a)(6) (natural person) or Rule 501(a)(3), (7), (8), (9) or (12) (entity) | Subscription agreement, Section 24 |
| Written representation that the minimum investment amount is not financed in whole or in part by any third party for the specific purpose of making the particular investment in the Issuer | Subscription agreement, Section 24 |
| For an entity relying on Rule 501(a)(8), the same representations for each equity owner, and each owner’s minimum investment obligation to the entity of at least $200,000 (natural person) or $1,000,000 (entity) | Subscription agreement and Annex 3 |
| Issuer has no actual knowledge of facts indicating that the purchaser is not an accredited investor or that the minimum investment is third-party financed for the purpose of the investment | Part E, Section 20.2 |
24 Form of Purchaser Representations
The Purchaser represents and warrants to the Issuer that (a) the Purchaser is an accredited investor as defined in [Rule 501(a)(5) or Rule 501(a)(6)] [Rule 501(a)(3), (7), (8), (9) or (12)] under the Securities Act, and has indicated the applicable category in the Purchaser’s subscription materials; (b) the Purchaser’s investment in the Offering is at least $[200,000 / 1,000,000], [paid in full at closing / payable under a binding commitment to invest that amount in one or more installments as called by the Issuer]; (c) no part of the Purchaser’s minimum investment amount is financed, in whole or in part, by any third party for the specific purpose of making the Purchaser’s investment in the Issuer; [and (d) for an entity relying on Rule 501(a)(8), each of the Purchaser’s equity owners is an accredited investor and has made the representations in clauses (a) and (c) with respect to that owner’s minimum investment obligation to the Purchaser]. The Purchaser will notify the Issuer immediately if any of these representations ceases to be true before closing.
SCHEDULE 4 鈥� RE-VERIFICATION CERTIFICATE (PRIOR VERIFICATION)
25 Representation at Time of Sale
The undersigned (the Investor) represents to [ISSUER LEGAL NAME] (the Issuer) that (a) the Issuer previously took reasonable steps to verify that the Investor is an accredited investor on or about [DATE OF PRIOR VERIFICATION] in connection with [PRIOR OFFERING]; (b) that date is within the five years preceding the date of this certificate; (c) the Investor is, on the date of this certificate, an accredited investor as defined in Rule 501(a) under the category 摆鈼庐; and (d) the Investor is not aware of any fact that would cause the Investor not to qualify under that category.
[INVESTOR NAME] Date: __________________
26 Pre-2013 Holder Certification
[Use only where the Investor purchased securities of the Issuer as an accredited investor in a Rule 506(b) offering before September 23, 2013 and continues to hold them.] The Investor certifies that the Investor purchased [SECURITIES] of the Issuer as an accredited investor in an offering under Rule 506(b) completed on [DATE BEFORE SEPTEMBER 23, 2013], continues to hold those securities, and is an accredited investor on the date of this certificate.
SCHEDULE 5 鈥� NON-U.S. INVESTORS AND SPECIAL SITUATIONS
| Situation | Treatment under this package | Notes |
|---|---|---|
| Investor files no United States federal income tax return | The income safe harbor in Rule 506(c)(2)(ii)(A) is unavailable; the Verifier may make a principles-based determination from tax filings in a jurisdiction that imposes penalties for false reporting comparable to those under United States law, together with the Part C representations, and should record the reasoning in Part E | Commission staff interpretation 260.36 (July 3, 2014) addresses this approach; confirm its current text |
| Net worth held in non-U.S. accounts | The net worth safe harbor remains available if the asset statements are dated within three months and a consumer report is obtained; where no nationwide consumer reporting agency reports on the investor, the Verifier should obtain a comparable credit report and the Section 10.4 representation and proceed on a principles-based basis | Translate currency at the rate on the statement date and record the source |
| Joint income or net worth with a spousal equivalent | Both persons sign Part C, both supply documents, and the Verification Letter extends to the joint calculation | Spousal equivalent means a cohabitant occupying a relationship generally equivalent to that of a spouse |
| Most recent tax year not yet filed | Section 11.4 of Part C | Treat a narrow margin over the threshold as a reason for additional steps |
| Self-directed retirement account | Analyze with counsel by reference to the natural person who directs the account and the custodian’s documentation; obtain Part C from the individual and the custodian’s confirmation of the account structure | Document the reasoning in Part E |
| Revocable trust | Treat the grantor as the equity owner and verify the grantor under Part C; confirm revocability from the trust instrument | Part D, Section 17.3 |
| Entity formed within the prior twelve months | Presume it may have been formed for the specific purpose of the investment; require Part D, Section 16.2 detail and, if the presumption is not rebutted, verify under Rule 501(a)(8) | Record the conclusion in Part E |
| Investor claims status solely by self-certification | Not sufficient for Rule 506(c) without other verification steps | Use Part A, the issuer-review methods or Schedule 3 |
SCHEDULE 6 鈥� DEFINED TERMS
| Term | Definition |
|---|---|
| Accredited investor | A person within any category of Rule 501(a) under the Securities Act, or whom the issuer reasonably believes to be within a category, at the time of sale |
| Back-Up Certificate | The certificate in Part C (natural person) or Part D (entity) delivered by the Investor to the Verifier and the Issuer |
| Commission | The United States Securities and Exchange Commission |
| Entity Investor | An investor that is not a natural person, as identified in Part B or Part D |
| Investor | The natural person identified in Part A or Part C or, where the context requires, the Entity Investor |
| Issuer | The person offering and selling the securities in the Offering |
| Joint income; joint net worth | Income or net worth of the Investor together with the Investor’s spouse or spousal equivalent, as described in Rule 501(a)(5) and (a)(6) and the notes to those paragraphs |
| Offering | The offering of securities identified in the Verification Letter, conducted in reliance on Rule 506(c) |
| Principles-based standard | The requirement in Rule 506(c)(2)(ii) that the issuer take reasonable steps to verify accredited investor status, determined objectively in light of the facts and circumstances of the purchaser and the transaction, as distinct from the enumerated methods in Rule 506(c)(2)(ii)(A) through (E) |
| Review Date | The date on which the Verifier completed its review of the Supporting Documents, as stated in the Verification Letter |
| Rule 501; Rule 506 | 17 C.F.R. 搂 230.501 and 搂 230.506, as amended |
| Securities Act | The Securities Act of 1933, as amended |
| Spousal equivalent | A cohabitant occupying a relationship generally equivalent to that of a spouse, as defined in Rule 501(j) |
| Supporting Documents | The documents listed in Annex 1 to the Verification Letter and reviewed by the Verifier |
| Verification Letter | The letter in Part A or Part B delivered by the Verifier to the Issuer |
| Verifier | The registered broker-dealer, SEC-registered investment adviser, licensed attorney or certified public accountant that delivers the Verification Letter |
| Written-confirmation method | The verification method in Rule 506(c)(2)(ii)(C) |
Website Posting README 鈥� Not Part of the Agreement
What this form is for
This package gives an issuer in a Rule 506(c) offering, and the investor and third-party verifier who support it, every document the verification requirement calls for. Part A is a verification letter from a registered broker-dealer, SEC-registered investment adviser, licensed attorney or certified public accountant for a natural-person investor, drafted to contain both statements that the written-confirmation method in Rule 506(c)(2)(ii)(C) requires. Part B adapts the letter for entity investors, which fall under the principles-based standard. Parts C and D are the investor’s back-up certificates covering the net worth, income, professional-certification, knowledgeable-employee and entity categories, including the primary-residence rules, joint status with a spouse or spousal equivalent, and the situation where the most recent tax year has not been filed. Part E is the issuer’s file memorandum recording the method used, the knowledge check and the reasoning. Part F sets engagement, data-handling and reliance terms for the verifier. The schedules supply the document checklist for every category, a net worth worksheet that implements Rule 501(a)(5), the high-minimum-investment alternative described in the Commission staff’s March 12, 2025 letter with subscription-agreement representations, the five-year re-verification certificate under Rule 506(c)(2)(ii)(E), treatment of non-U.S. investors and other special cases, and defined terms. It is designed to be used with the firm’s Rule 506(c) Verification Package (EF-006), the Accredited Investor Questionnaire and the Subscription Agreement (Regulation D) in the Fundraising and Investor Documents library.
Completion checklist
- Complete the Matter Completion Sheet, including the category the investor claims, the verification method the issuer will rely on, and the dates that control the three-month window.
- Confirm the Verifier’s category and good standing from the public record identified in the Section 1.2 drafting note, and confirm that the individual signatory personally holds the license.
- Select Part A or Part B, check the category in Section 2.2 or 7.2, and complete the Review Date, the tax years and the Annex 1 document list from Schedule 1.
- Have the investor complete Part C or Part D in full, including Section 9.3 joint status, Section 10.2 primary-residence treatment, Section 11.4 where the most recent year is unfiled, and Annex 3 for a Rule 501(a)(8) entity.
- Complete Schedule 2 with documented values and confirm every liability source, including the consumer report and liabilities not on it.
- For an offering relying on Schedule 3, confirm the minimum investment in the offering terms, insert the Section 24 representations in the subscription agreement, and record the knowledge check in Part E.
- For a repeat investor, confirm the prior verification date and method and obtain the Schedule 4 representation at the time of sale.
- Complete Part E for every purchaser, attach or reference the supporting record, and set the retention period.
- Agree the Part F engagement terms, the fee, who receives the underlying documents, and the data-handling undertaking before documents are collected.
- Confirm the current text of Rules 501 and 506, the current list of designated professional credentials, and current Commission staff interpretations, and delete every bracketed alternative and instruction before use.
AI completion prompt
Three pass review
Pass 1 Completeness. Verify the Verifier’s category and license, the investor identity and category, both required statements in Section 2.1 or 7.1, the Review Date and tax years, the Annex 1 list against Schedule 1, the joint-status signatures, Schedule 2 arithmetic, Annex 3 for any Rule 501(a)(8) entity, the Part E method and knowledge check, the Part F terms, and that every cross-reference and defined term resolves. Pass 2 Risk. Test the three-month window against the expected closing date, the sixty-day residence-debt rule, any income figure that narrowly exceeds the threshold, any entity formed within the prior year, any owner at the end of a Rule 501(a)(8) chain who was not separately verified, any reliance on a staff position rather than the rule, any investor without U.S. tax forms, and any fact known to the issuer or placement agent that is inconsistent with the certificate. Pass 3 Publication. Remove matter facts, investor and verifier names, account details, private financial figures and internal comments; confirm the educational disclaimer, Pandoc-compatible formatting, table integrity, links and the downloadable Word file; confirm no first-person narratives, real names, outcome guarantees or firm signature attribution appear.
Attorney review warning
This is a practitioner master and educational resource, not a legal opinion, a verification of any person’s status or a matter-cleared instrument. The accredited investor definition, the verification methods and Commission staff interpretations change; the thresholds, categories and staff positions described in this form are as of the version date. Responsible counsel must confirm the current rules and staff guidance, the verifier’s qualifications, the investor’s facts and the terms of the actual offering before any letter is delivered or any sale is made.