551.102(4)(e)(e) A person excluded by rule adopted or order issued under this chapter. 551.102(4m)(4m) “Certified investor” means an individual who is a resident of this state and who, at the time of an offer or sale of securities, satisfies any of the following: 551.102(4m)(a)(a) Has an individual net worth, or joint net worth with the individual’s spouse, of at least $750,000. For purposes of calculating net worth under this paragraph, the individual’s primary residence shall be included as an asset and indebtedness secured by the primary residence shall be included as a liability. 551.102(4m)(b)(b) Had an individual income in excess of $100,000 in each of the two most recent years or joint income with the individual’s spouse in excess of $150,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. 551.102(5)(5) “Depository institution” means any of the following: 551.102(5)(b)(b) A savings institution, trust company, credit union, or similar institution that is organized or chartered under the laws of a state or of the United States, authorized to receive deposits, and supervised and examined by an official or agency of a state or the United States if its deposits or share accounts are insured to the maximum amount authorized by statute by the Federal Deposit Insurance Corporation, the National Credit Union Share Insurance Fund, or a successor authorized by federal law. The term does not include any of the following: 551.102(5)(b)1.1. An insurance company or other organization primarily engaged in the business of insurance. 551.102(5m)(5m) “Division of securities” or “division” means the division of securities in the department of financial institutions. 551.102(6)(6) “Federal covered investment adviser” means a person registered under the Investment Advisers Act of 1940. 551.102(7)(7) “Federal covered security” means a security that is, or upon completion of a transaction will be, a covered security under section 18 (b) of the Securities Act of 1933 (15 USC 77r (b)) or rules or regulations adopted pursuant to that provision. 551.102(8)(8) “Filing” means the receipt under this chapter of a record by the administrator or a designee of the administrator. 551.102(8m)(8m) “Financial institution holding company” means a bank holding company, as defined in 12 USC 1841 (a), or a savings and loan holding company, as defined in 12 USC 1467a (a) (1) (D). 551.102(9)(9) “Fraud,” “deceit,” and “defraud” are not limited to common law deceit. 551.102(9m)(9m) “Funding portal” has the meaning given in section 3 (a) (80) of the Securities Exchange Act of 1934 (15 USC 78c (a) (80)). 551.102(10)(10) “Guaranteed” means guaranteed as to payment of all principal and all interest. 551.102(11)(11) “Institutional investor” means any of the following, whether acting for itself or for others in a fiduciary capacity: 551.102(11)(a)(a) A depository institution or international banking institution. 551.102(11)(d)(d) An investment company as defined in the Investment Company Act of 1940. 551.102(11)(e)(e) A broker-dealer registered under the Securities Exchange Act of 1934. 551.102(11)(f)(f) An employee pension, profit-sharing, or benefit plan if the plan has total assets in excess of $10,000,000 or its investment decisions are made by a named fiduciary, as defined in the Employee Retirement Income Security Act of 1974, that is a broker-dealer registered under the Securities Exchange Act of 1934, an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, an investment adviser registered under this chapter, a depository institution, or an insurance company. 551.102(11)(g)(g) A plan established and maintained by a state, a political subdivision of a state, or an agency or instrumentality of a state or a political subdivision of a state for the benefit of its employees, if the plan has total assets in excess of $10,000,000 or its investment decisions are made by a duly designated public official or by a named fiduciary, as defined in the Employee Retirement Income Security Act of 1974, that is a broker-dealer registered under the Securities Exchange Act of 1934, an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, an investment adviser registered under this chapter, a depository institution, or an insurance company. For purposes of this paragraph, “political subdivision of a state” does not include a school district. 551.102(11)(h)(h) A trust, if it has total assets in excess of $10,000,000, its trustee is a depository institution, and its participants are exclusively plans of the types identified in par. (f) or (g), regardless of the size of their assets, except a trust that includes as participants self-directed individual retirement accounts or similar self-directed plans. 551.102(11)(i)(i) An organization described in section 501 (c) (3) of the Internal Revenue Code (26 USC 501 (c) (3)), corporation, Massachusetts trust or similar business trust, limited liability company, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $10,000,000.