The Virginia Subscription Agreement — A Section 3C1 Fund, also known as the Virginia 3C1 Fund Subscription Agreement, is a legal document that outlines the terms and conditions of investment for a specific type of investment fund known as a Section 3C1 fund. This agreement serves as a contract between the fund manager or general partner and potential investors interested in participating in the fund. A Section 3C1 fund is a type of investment fund that falls under the exempted funds' category pursuant to Section 3(c)(1) of the Investment Company Act of 1940. It is typically structured as a limited partnership or limited liability company (LLC). The main characteristic of a Section 3C1 fund is that it is limited to a maximum of 100 accredited investors, thereby allowing for a more exclusive offering compared to other investment funds. The Virginia Subscription Agreement — A Section 3C1 Fund outlines various important details and provisions related to the investment process. These may include: 1. Parties: This section identifies the parties involved in the agreement, such as the fund manager or general partner and the investor(s). 2. Subscription Amount: The agreement specifies the minimum and maximum subscription amounts that an investor can contribute to the fund. 3. Offering and Acceptance: It clarifies that the agreement constitutes an offer by the investor and acceptance by the fund manager, making it a binding contract between the two parties. 4. Representations and Warranties: Investors are required to make specific representations and warranties regarding their accredited investor status, financial capabilities, and understanding of the risks associated with the investment. 5. Transferability of Interests: The agreement may detail the conditions under which an investor can transfer their interests in the fund to a third party. 6. Fees and Expenses: This section outlines the fees and expenses associated with the investment, such as management fees, performance fees, and administrative expenses. 7. Governing Law and Jurisdiction: It specifies the governing law and jurisdiction in which any disputes arising from the agreement will be settled. The Virginia Subscription Agreement — A Section 3C1 Fund is a crucial legal document that protects the rights and interests of both the investors and the fund manager. It ensures that all parties involved understand the terms and conditions of the investment, promoting transparency and compliance with regulatory requirements. Different types of Virginia Subscription Agreements — A Section 3C1 Fund may exist based on specific fund strategies or requirements. For example, there could be a Virginia Subscription Agreement for a Section 3C1 Hedge Fund, a Virginia Subscription Agreement for a Section 3C1 Private Equity Fund, or a Virginia Subscription Agreement for a Section 3C1 Real Estate Fund. These agreements would have slight variations to address the unique characteristics and risks associated with each investment strategy.