VENTURA CAPITAL MANAGEMENT, LLC
REPRESENTATION OF STATUS AS AN "ACCREDITED INVESTOR"
The visitor to this website ("Prospective Investor") is an "Accredit Investor" within the meaning of Rule 501(a) under the Securities Act and has checked the box or boxes below that are next to the categories under which the user qualifies as an Accredit Investor. As one of the qualifications for being an Accredit Investor, the Prospective Investor has the financial ability to bear the economic risk of the Prospective Investor's investment and has adequate means for providing for the Prospective Investor's current needs and possible personal and other contingencies. The Prospective Investor is: (please check the appropriate boxes)
A 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.
A natural person whose individual net worth, or joint net worth with that person's spouse, at the time of purchase of Membership Interests exceeds $1 million excluding the value of the primary residence of such natural person.
A trust, with total assets in excess of $5 million not formed for the specific purpose of acquiring Interests, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act.
An organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring Membership Interests, with total assets in excess of $5 million.
A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act.
A bank as defined n Section 3(a)(2) of the Securities Act, or savings and loan association or other institution, whether acting in its individual or fiduciary capacity.
A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.
An insurance company as defined in Section 2(13) of Securities Act.
An investment company registered under the Investment Company Act or a business development company as defined in Section 2(a)(48) of the Investment Company Act.
A 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.
An employee benefit plan within the meaning of Title I of ERISA, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, 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 million or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors.
A director or executive office of the Fund.
An entity in which all of the equity owners are accredited investors as defined above. (If this category is applicable, each equity owner must submit an Investor Questionnaire.)
REPRESENTATION OF STATUS AS A "QUALIFIED CLIENT"
In order to determine whether you are a "Qualified Client" as defined in Rule 205-3 under the Investment Advisers Act, please indicate whether you are any of the following by checking the applicable box:
A natural person who, or a company (other than a private investment company) that, will have, immediately after your investment in the Fund, at least $1,000,000 under the management of the Manager.
A natural person who, or a company (other than a private investment company) that, has a net worth (together, in the case of a natural person, with assets held jointly with a spouse) of more than $2 million.
A natural person who, or a company (other than a private investment company) that, is a "qualified purchaser" as defined in Section 2(a)(51)(A) of the Investment Company Act of 1940.
A natural person who immediately prior to entering into the contract is either: (A) an executive officer, director, trustee, general partner, or person serving in a similar capacity, of the Manager; or (B) an employee of the Manager (other than an employee performing solely clerical, secretarial or administrative functions with regard to the Manager) who, in connection with his or her regular functions or duties, participates in the investment activities of the Manager, provided that such employee has been performing such functions and duties for or on behalf of the Manager, or substantially similar functions or duties for or on behalf of another company for at least 12 months.
For purposes of the above:
(1) The term "company" means a corporation, a partnership, an association, a joint-stock company, a trust or any organized group of persons, whether incorporated or not; or any receiver, trustee in a case under Title 11 of the United States Code, or similar official, or any liquidating agent for any of the foregoing, in his capacity as such, but does not include a company that is required to be registered under the Investment Company Act but is not registered.
(2) The term "private investment company" means a company that would be defined as an investment company under Section 3(a) of the Investment Company act but for the exception provided from that definition by Section 3(c)(1) of such Act.
(3) The term "executive officer" means the president, any vice-president in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions, for the Manager.
CONSENT TO TERMS: