b'accredited investors who wish to qualify to invest in an exempt offering, and thoseinvestorswhomeetthedefinitionofanaccreditedinvestorare presumed to be sophisticated.To re-state this definition in plain English, the company or private fund offeringthesecuritiesmustreasonablybelievethattheinvestorhas sufficient knowledge and experience in financial and business matters to evaluatethemeritsandrisksoftheprospectiveinvestment,eitherby themselves,orwiththeassistanceofapurchaserrepresentative.A sophisticated investor is more than someone with just savings and a job and no prior investment, financial or business education or experience.Who is a Purchaser Representative? A purchaser representative should be someone who is NOT connected with the asset manager of your securities as an affiliate, director, officer or employee, and does not own more than 10% of any class of equity interests (unless related to the purchaser by blood, marriage or adoption and a familial relationship.Who Determines if Someone is Sophisticated? Theassetmanager,actingonbehalfoftheissuer,mustmakea subjective determination, during their initial interview with a prospective investor, and again on review of the prospective investors Subscription Agreement, as to whether they are sophisticated enough to participate, and that they can afford to lose the money. If the asset manager doesnt believe that a prospective investor is sophisticated, and the exemption requires it, the issuer should promptly return the investors funds without deduction.46'