Investor Certification
I hereby certify that I am (A) a natural person having an individual net worth, or joint net worth with my spouse, at the time of this purchase exceeding $1,500,000*, (B) an organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000, (C) a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered and my purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of the Securities Act, or (D) an Accredited Investor, with net worth exceeding $1,500,000, as that term is defined in the Securities Act of 1933, other than an Accredited Investor listed in A-C herein.
I understand that it may be a violation of state and federal law for me to provide this certification if I know that it is not true. I have read the private placement memorandum (the “PPM”) of the Fund, including the investor qualification and investor suitability provisions contained therein. I understand that an investment in the Fund involves a considerable amount of risk and that some or all of the investment may be lost. I understand that an investment in the Fund is suitable only for investors who can bear the risks associated with the limited liquidity of the investment and should be viewed as a long-term investment.
I am aware of the Fund’s limited provisions for transferability and withdrawal and have carefully read and understand the “Repurchases of Interests” provisions in the PPM. I certify that I am a United States person within the meaning of the Internal Revenue Code and that my U.S. taxpayer identification number and address as it appears in your records, is true and correct.
I further certify under penalties of perjury that I am NOT subject to backup withholding because either (1) I am exempt from backup withholding, (2) I have not been notified by the Internal Revenue Service (“IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (3) the IRS has notified me that I am no longer subject to backup withholding.†
If I am the fiduciary executing this Investor Certificate on behalf of a Plan (the “Fiduciary”), I represent and warrant that I have considered the following with respect to the Plan’s investment in the Fund and have determined that, in review of such considerations, the investment is consistent with the Fiduciary’s responsibilities under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”): (i) the fiduciary investment standards under ERISA in the context of the Plan’s particular circumstances; (ii) the permissibility of an investment in the Fund under the documents governing the Plan and the Fiduciary; and (iii) the risks associated with an investment in the Fund and the fact that I will be unable to redeem the investment. However, the Fund may repurchase the investment at certain times and under certain conditions set forth in the PPM.
By signing below, I understand that the Fund and its affiliates are relying on the certification and agreements made herein in determining my qualification and suitability as an investor in the Fund. I understand that an investment in the Fund is not appropriate for, and may not be acquired by, any person who cannot make this certification, and agree to indemnify Vigilant Investment Advisors, LLC. and its affiliates and hold harmless from any liability that they may incur as a result of this certification being untrue in any respect.
* As used herein, “net worth” means the excess of total assets at fair market value, over total liabilities.
† The Investor must cross out item (2) if it has been notified by the IRS that it is currently subject to backup withholding
because it has failed to report all interest and dividends on its tax return.