A Rhode Island Subscription Agreement — A Section 3C1 Fund is a legal document that outlines the terms and conditions of a subscription or investment in a Section 3C1 fund based in Rhode Island. This agreement serves as a binding contract between the fund manager and the investor. The purpose of a Section 3C1 fund is to qualify for an exemption under Section 3(c)(1) of the Investment Company Act of 1940. This exemption allows the fund to operate without being subject to certain regulatory requirements that apply to larger investment companies. By meeting the criteria set forth in Section 3(c)(1), the fund can be structured as a private investment vehicle, typically with fewer than 100 investors. Key elements typically included in a Rhode Island Subscription Agreement — A Section 3C1 Fund are: 1. Parties: The agreement identifies the fund manager or general partner, and the investor subscribing to the fund. 2. Terms of Subscription: This section specifies the amount of the investment, the type of securities being subscribed for (e.g., shares, limited partnership units), and any applicable subscription fees or expenses. 3. Representations and Warranties: The investor makes certain representations and warranties, confirming their eligibility to invest, acknowledging the risks involved, and attesting to the accuracy of the information provided. 4. Transfer Restrictions: The agreement may include provisions detailing restrictions on transferring or assigning the subscription, ensuring that the investment remains within the scope and limits of the Section 3C1 exemption. 5. Subscription Process: This section outlines the process and timeline for accepting subscriptions, including any minimum investment requirements or additional documentation that may be required. 6. Management Fee and Expenses: The agreement may describe the fees or expenses charged by the fund, such as management fees or performance-based fees, and how they are calculated. 7. Governing Law and Jurisdiction: The agreement specifies the governing law of Rhode Island and the jurisdiction where any disputes will be resolved. Different types of Rhode Island Subscription Agreement — A Section 3C1 Fund may exist depending on the specific investment strategy or asset class of the fund. For example, there could be Rhode Island Subscription Agreements for Section 3C1 Hedge Funds, Private Equity Funds, Real Estate Funds, or Venture Capital Funds, each tailored to the particular characteristics and objectives of the respective fund. In conclusion, a Rhode Island Subscription Agreement — A Section 3C1 Fund is a legally binding document that outlines the terms and conditions of an investment in a Section 3C1 fund based in Rhode Island, which seeks exemption under Section 3(c)(1) of the Investment Company Act. Different types of such subscription agreements exist for various specialized fund types.
Para su conveniencia, debajo del texto en español le brindamos la versión completa de este formulario en inglés. For your convenience, the complete English version of this form is attached below the Spanish version.