Disclosures

Investment In Senior RV Park

Located in Popular Historic Texas Town
Tens of Thousands of Visitors for Year Round Events

Client Privacy Policy - Collection, Use and Disclosure of Personal Information

Scope and Application of Policy

Sun Valley Club, LLC, its Sponsors and Managing Member, collectively referred as (the “LLC”) are committed to protecting and maintaining the accuracy, confidentiality and security of your personal information as a client of the LLC. This Client Privacy Policy describes the personal information Walton collects from or about you, how we use that information, and to whom and in what circumstances we disclose that information.

This Client Privacy Policy (“Policy”) applies to all commercial and business relationships in which the LLC is engaged. The Policy is intended to comply with privacy legislation relating to commercial activity in all jurisdictions in which Sun Valley Club operates, where such legislation is in force. In the United States, to the extent that the LLC operates within the States that have not adopted privacy legislation, this policy complies with federal legislation, which governs such jurisdictions.

Privacy Officer

In order to ensure compliance with this policy and applicable privacy legislation, Westfork has appointed a Privacy Officer. The LLC's Privacy Officer will also address and evaluate complaints to the policy on a case-by-case basis. If you have any questions or complaints about the application of this policy, please contact LLCs Privacy Officer:

Privacy Officer; Managing Members

Sun Valley Club, LLC
6059 E FM 875
Waxahachie, Texas 75167

Mail: P.O. Box 954
Waxahachie, Texas 75168

This email address is being protected from spambots. You need JavaScript enabled to view it.
Ph: (972) 454-9015

Collection, Use and Disclosure of Personal Information

For purposes of this Client Privacy Policy, personal information means any information about an identifiable individual, other than the person’s business title or business contact information when collected, used or disclosed in the course of commercial activity, to conduct business with you or provide services or products to you.

The type of information we collect about you includes the following:

Information such as your name, home address, telephone number and e-mail address;

Social Insurance Number, identity card number, or other government identification number;

Copies of any agreements you enter into with us;

Information that you provide to us, such as your preferences, identities of your advisors and decision-makers, feedback and comments;

Credit and financial information; and Verifying your identity in order to grant website access.

The LLC uses the personal information above for different purposes relating to the management of our business and our relationship with you. These purposes include, but are not limited to, the following:

Establishing, maintaining and managing a business relationship with you so that we may provide you with services or products that you have requested;

Enabling us to comply with your requests such as preferred method of communication;

Sharing your personal information with a party representing you, such as your investment representative, financial planner or to other third parties at your direction/consent;

Enabling us to review the products and services that we provide to you so that we are may understand your requirements;

Sharing your personal information within the LLC and its of Companies for purposes of contacting you in your role as an investor, including informing you of investment opportunities;

Protecting our business from error, fraud, theft and damage to our goods and property;

Enabling us to comply with applicable law or regulatory requirements (including tax requirements);

Safeguarding and protecting the LLC’s confidential information;

Other purposes reasonably required for the management of our business relationship with you and the management of the LLC’s business.

The LLC shares your personal information with its employees, auditors, contractors and consultants and other parties, including its subsidiaries and affiliated companies who require such information to assist us with administering our business relationship with you. These include third parties that provide services to us or on our behalf, third parties that collaborate with the LLC in the provision of services to you and third parties with whom we contract to perform our services.

In addition, your personal information may be disclosed or transferred to another party (including to another member of the Managing Members or an affiliate of either of the Managing Members) in the event of a change in ownership of, or a grant of a security interest in, all or part of the LLC through a sale transaction or some other form of business combination, merger or joint venture. We will disclose personal information in these circumstances only when the third parties agree to use such personal information solely for the purposes evaluating and carrying out the transaction and, with respect to that information, to act in manner consistent with the principles articulated in this Client Privacy Policy.

The LLC may contract with third parties located in one or more countries outside of the United States of America or in Canada or within the European Union, to provide LLC with processing, storage or other administrative or data-related services. Please be advised that in that case your information may be transferred to, processed, used and stored in those countries, and that the governments, courts or law enforcement or regulatory agencies located in those countries may be able to obtain disclosure of your information through the laws of, or pursuant to a lawful order made in, those countries.

Consent

We require your consent to collect, use and disclose your personal information in accordance with this Policy. Consent may be expressed or implied. Express consent may be given orally or in writing, including electronic transmission. Implied consent is consent that can be reasonably inferred by your action or inaction. By providing us with the personal information described in this Policy, we assume you have impliedly provided the LLC with your consent to collect, use and disclose your personal information in accordance with this Policy.

You may withdraw or limit your consent to Managing Members to use and disclose of your personal information at any time, subject to your legal and contractual obligations you may have to us as a result of our business relationship. You must provide reasonable notice of the withdrawal of your consent. All communications with respect to the withdrawal or limitation of your consent should be directed to our Privacy Officer in writing.

In some circumstances, LLC is entitled, or required, to disclose your personal information without your consent. These circumstances include, but are not limited to:

Protecting your health or safety;

Disclosure necessary for an investigation or proceeding

Disclosure required or authorized by law;

Disclosure required to comply with a subpoena, warrant or order of a court or other body authorized to compel production of the information to a public body as it relates to an investigation of an offense;

Disclosure to a lawyer who is representing the LLC;

Disclosure required to respond to an emergency; and

Where the personal information is publicly available.

Accuracy and Retention of Personal Information

The LLC endeavors to ensure that any personal information in its possession is as accurate, current and complete as necessary for the purposes for which we use that information. If your personal information changes or you believe information we have about you is not accurate, please notify us as soon as reasonably possible. Any request to verify or correct your personal information must be made in writing to the LLC's Privacy Officer. In some circumstances, we may not agree to your request to change your personal information, but will instead append an alternative text to the record in question.

We keep your personal information only as long as it is required for the reasons it was collected. The length of time we retain information varies, depending on the product or service and the nature of the information. This period may extend beyond the end of your business relationship with us but it will only be for as long as it is necessary for us to have sufficient information to respond to any issues that may arise at a later date and to comply with applicable law and regulatory requirements. When we no longer require your personal information, we will either destroy or erase it, or we will make it anonymous such that it cannot be associated with or tracked to you.

Safeguarding Personal Information

The LLC is committed to protecting the security of your personal information. We endeavor to maintain physical, technical and procedural safeguards that are appropriate to the sensitivity of the personal information in question. These safeguards are designed to prevent your personal information from loss and unauthorized access, copying, use, modification or disclosure.

Access to Your Personal Information

You may ask to see the personal information we have about you. A request to review your personal information must be made in writing to the Managing Member’s Privacy Officer. The LLC will endeavor to provide the information requested within a reasonable time from the date of the written request, or within the time otherwise required by law.

If you make a request to review your personal information, we may request specific information from you to enable us to confirm your identity and right to access such information. We may also require information that would assist us in locating your personal information. We may charge a fee to access your personal information; if so, we will notify you of that fee at the time you make your request or within a short time thereafter.

The LLC reserves the right to decline to provide access to personal information in certain circumstances. These include, but are not limited to, circumstances where the information requested:

Would disclose personal information, including opinions, about another individual;

Would disclose the LLC’s trade secrets or other confidential business information;

Is subject to lawyer-client privilege;

Is not readily retrievable and the burden or cost of providing it would be disproportionate to the value of the information;

Does not exist or cannot be found;

Could result in serious harm to the individual requesting it, serious harm to the life, safety or health of another person, or serious emotional harm or embarrassment to another individual;

May harm or interfere with law enforcement activities and other investigative or regulatory functions of a body authorized by statute to perform such functions; and

May be, or is required, to be withheld by other legislation.

Where information requested will not or cannot be disclosed, the LLC will provide the reasons for non-disclosure.

Cookie Policy

The LLC uses cookies and similar technologies such as JavaScript and HTML (“cookies”) on its websites to facilitate and improve your online experience.

How We Use Cookies

When you visit SunValleyClub.org, your web browser will automatically download cookies to your device. Cookies allow for faster loading of website content and allows our site to help you navigate efficiently to obtain the information and services you have requested. Cookies also allow our site to remember your preferences such as language selection and help you to view information that is most relevant to your interests. Westfork’s third party content manager server uses cookies can to store session data so you can leave Westfork’s website, come back, and remain logged in.

The LLC uses a secure proprietary platform to send out information via email and to help manage and track email consent statuses in compliance with the ICAAN Anti-spam Laws. When you visit the LLC platform landing page or a webpage that has tracking scripts on it, the LLC, through its platform uses the cookies to count website visits, email opens, email link clicks, and unsubscribe requests.

Revisions to this Policy

The LLC may amend this Client Privacy Policy from time to time to reflect changes in its legal or regulatory obligations or in the manner in which we deal with your personal information. We will post any revised version of this Policy on our website at http://sunvalleyclub.net. We encourage you to review the website on a regular basis. Any changes to this Policy will be effective as of the date posted on the website.

Interpretation of this Policy

The Privacy Officer has the responsibility and authority to interpret and administer this Policy. This Policy does not create or confer any additional rights or obligations to those imposed under provincial or federal privacy legislation. Should there be, in a specific case, any inconsistency between this Policy and applicable provincial or federal privacy legislation, then this Policy will be interpreted to give effect to and comply with such privacy laws.

Disclosure

Disclosure: Any and all information that may be received from Sun Valley Club is for information only and not for investment purposes. Investments by and through Sun Valley are made only by and though offering material provided with a Confidential Private Placement Memorandum, an offering exempt from registration, promulgated under Rule 506(c) of Regulation D of the Securities and Exchange Commission Act of 1933, (the “Act”), as amended.

Each prospective investor must meet the suitability standards of Rule 501(a) and the provisions of the “Jobs Act of 2013”, providing for general solicitation under Rule 506(c) as amended. Rule 506(c) requires the issuer and sponsors to take reasonable steps to verify “Accredited Investors” suitability solicited under the provisions thereof. Each potential qualifying investor must be an “Accredited Investor” who, upon a request, will receive a Confidential Private Placement Memorandum (the “Offering”), along with other offering materials associated with the investment. Each potential investor should seek advice from Legal Counsel, Tax Adviser, Accountant or other parties deemed to be informed and knowledgeable about such matters.

Terms and Conditions

Accessing your account on this website will indicate that you have read and agree to the following terms and conditions.

In consideration of Sun Valley Club, LLC, (“LLC”) giving you access to the contents available through this website and of providing certain information to you (“Access Services”), you hereby expressly accept and agree to the following:

1.Your first use of the Access Services will indicate your acceptance of and agreement to be bound by these Terms and Conditions (as may be amended from time to time at the sole discretion of the LLC). You must accept these terms as a condition of using the Access Services.

2.The LLC may change, add or remove any part of these terms from time to time. Should you not accept any future changes made to these terms, you must cease using the Access Services. The continued use of the Access Services after the posting of any such changes to the terms will indicate your acceptance of these terms and the applicable changes.

3.Your consent to the collection, use and disclosure of your personal information, in accordance with the LLC Privacy Statement, in order to make the Access Services available to you.

4.You agree not to disclose your password to any other person, and will keep it separate from your login identification. You are solely responsible for maintaining the security of your password and ensuring that it is only used to permit your own personal access to the Access Services. The LLC is not responsible for the unauthorized use of the Access Services by any other person. Further, you agree to promptly notify the LLC of any unauthorized use of, or access to, the Access Services of which you become aware.

5.Organizations which are given access to the Access Services, and whose employees or representatives are given access to the Access Services, are responsible for immediately informing the LLC upon the termination, for any reason, of such an employee or representative, to permit the LLC’s termination of the relevant Access Services account and password.

6.You will not attempt to enter restricted areas of the LLC’s website or computer system. Unauthorized use is prohibited.

7.The LLC may suspend or terminate access to your account on this website at any time at its sole discretion.

8.The LLC may modify any or all of the Access Services at any time at its sole discretion. The Access Services may be periodically unavailable to you in order to allow for maintenance and updates.

9.While the LLC will make reasonable efforts to ensure that the Access Services are available for use at all times, the LLC does not guarantee, represent or warrant that your access to or use of the Access Services will be uninterrupted or free from errors. In addition, while the LLC makes reasonable efforts to ensure that use of the Access Services are secure, the LLC does not guarantee that the Access Services will be free from loss, corruption, attack, viruses or other harmful programming, or from third party interference, hacking or other security intrusions.

10.You agree that the LLC shall not be liable for the accuracy or completeness of the information made available through the Access Services, or for any action taken by you in reliance upon the information or the Access Services.

11.You expressly agree that the use of the Access Services are at your sole risk, and that access to and use of the Access Services is provided “as is” and on an “as available” basis, without warranties of any kind, either express or implied, including all implied warranties of merchantability or fitness for any particular purpose.

12.The LLC and its affiliates, employees, directors, officers or agents shall not be liable for any damages of any kind, including but not limited to direct, indirect, incidental, special or consequential damages, arising from or in any way associated or related to your use, or the use by an employee or representative for whom you are responsible, of the Access Services.

13.You hereby agree to indemnify, defend and hold harmless the LLC from and against all liabilities, damages and costs, including settlement costs and reasonable lawyer’s fees arising out of any third party claim regarding or involving your use, or the use by an employee or representative for whom you are responsible, of the Access Services in violation of these terms.

14.These terms are governed by the laws of the United States of America, in the State of Texas, exclusively under the jurisdiction of the District court of North Texas and you agree and acknowledge that the District court of Jurisdiction of North Texas shall have the exclusive jurisdiction over any claim brought regarding or relating in any way to your use of the Access Services.

15.The LLC may contract with third parties located in the United States to provide processing, storage or other services. You acknowledge that in that case, your information may be processed and stored in the United States and that state and federal governments, courts or law enforcement or regulatory agencies may be able to obtain disclosure of your information through the laws of the United States. You agree that this paragraph constitutes prior written notice to you of, and your consent to, the collection, use and disclosure of your information as described herein.

§ 230.501 Definitions and terms used in Regulation D.

As used in Regulation D (§ 230.500 et seq. of this chapter), the following terms shall have the meaning indicated:

(a) Accredited investor. Accredited investor shall mean any person who comes within any of the following categories, or who the issuer reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person:

(1) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that act; any 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; any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, 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 $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

(2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

(3) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

(4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

(5) Any natural person whose individual net worth, or joint net worth with that person's spouse or spousal equivalent, exceeds $1,000,000;

(i) Except as provided in paragraph (a)(5)(ii) of this section, for purposes of calculating net worth under this paragraph (a)(5):

(A) The person's primary residence shall not be included as an asset;

(B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and

(C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;

(ii) Paragraph (a)(5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that:

(A) Such right was held by the person on July 20, 2010;

(B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and

For the purposes of calculating joint net worth in this paragraph (a)(5): Joint net worth can be the aggregate net worth of the investor and spouse or spousal equivalent; assets need not be held jointly to be included in the calculation. Reliance on the joint net worth standard of this paragraph (a)(5) does not require that the securities be purchased jointly.

(6) Any 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 or spousal equivalent 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;

(7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in § 230.506(b)(2)(ii);

(8) Any entity in which all of the equity owners are accredited investors;

It is permissible to look through various forms of equity ownership to natural persons in determining the accredited investor status of entities under this paragraph (a)(8). If those natural persons are themselves accredited investors, and if all other equity owners of the entity seeking accredited investor status are accredited investors, then this paragraph (a)(8) may be available.

(9) Any entity, of a type not listed in paragraph (a)(1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000;

For the purposes this paragraph (a)(9), “investments” is defined in rule 2a51-1(b) under the Investment Company Act of 1940 (17 CFR 270.2a51-1(b)).

(10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes:

(i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution;

(ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing;

(iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and

(iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable;

The Commission will designate professional certifications or designations or credentials for purposes of this paragraph (a)(10), by order, after notice and an opportunity for public comment. The professional certifications or designations or credentials currently recognized by the Commission as satisfying the above criteria will be posted on the Commission's website.

(11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act;

(12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1):

(i) With assets under management in excess of $5,000,000,

(ii) That is not formed for the specific purpose of acquiring the securities offered, and

(iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and

(13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (a)(12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (a)(12)(iii).

(b) Affiliate. An affiliate of, or person affiliated with, a specified person shall mean a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified.

(c) Aggregate offering price. Aggregate offering price shall mean the sum of all cash, services, property, notes, cancellation of debt, or other consideration to be received by an issuer for issuance of its securities. Where securities are being offered for both cash and non-cash consideration, the aggregate offering price shall be based on the price at which the securities are offered for cash. Any portion of the aggregate offering price attributable to cash received in a foreign currency shall be translated into United States currency at the currency exchange rate in effect at a reasonable time prior to or on the date of the sale of the securities. If securities are not offered for cash, the aggregate offering price shall be based on the value of the consideration as established by bona fide sales of that consideration made within a reasonable time, or, in the absence of sales, on the fair value as determined by an accepted standard. Such valuations of non-cash consideration must be reasonable at the time made.

(d) Business combination. Business combination shall mean any transaction of the type specified in paragraph (a) of Rule 145 under the Act (17 CFR 230.145) and any transaction involving the acquisition by one issuer, in exchange for all or a part of its own or its parent's stock, of stock of another issuer if, immediately after the acquisition, the acquiring issuer has control of the other issuer (whether or not it had control before the acquisition).

(e) Calculation of number of purchasers. For purposes of calculating the number of purchasers under § 230.506(b) only, the following shall apply:

(1) The following purchasers shall be excluded:

(i) Any relative, spouse or relative of the spouse of a purchaser who has the same primary residence as the purchaser;

(ii) Any trust or estate in which a purchaser and any of the persons related to him as specified in paragraph (e)(1)(i) or (e)(1)(iii) of this section collectively have more than 50 percent of the beneficial interest (excluding contingent interests);

(iii) Any corporation or other organization of which a purchaser and any of the persons related to him as specified in paragraph (e)(1)(i) or (e)(1)(ii) of this section collectively are beneficial owners of more than 50 percent of the equity securities (excluding directors' qualifying shares) or equity interests; and

(iv) Any accredited investor.

(2) A corporation, partnership or other entity shall be counted as one purchaser. If, however, that entity is organized for the specific purpose of acquiring the securities offered and is not an accredited investor under paragraph (a)(8) of this section, then each beneficial owner of equity securities or equity interests in the entity shall count as a separate purchaser for all provisions of Regulation D (§§ 230.501-230.508), except to the extent provided in paragraph (e)(1) of this section.

(3) A non-contributory employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 shall be counted as one purchaser where the trustee makes all investment decisions for the plan.

The issuer must satisfy all the other provisions of Regulation D for all purchasers whether or not they are included in calculating the number of purchasers. Clients of an investment adviser or customers of a broker or dealer shall be considered the “purchasers” under Regulation D regardless of the amount of discretion given to the investment adviser or broker or dealer to act on behalf of the client or customer.

(f) Executive officer. Executive officer shall mean 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 issuer. Executive officers of subsidiaries may be deemed executive officers of the issuer if they perform such policy making functions for the issuer.

(g) Final order. Final order shall mean a written directive or declaratory statement issued by a federal or state agency described in § 230.506(d)(1)(iii) under applicable statutory authority that provides for notice and an opportunity for hearing, which constitutes a final disposition or action by that federal or state agency.

(h) Issuer. The definition of the term issuer in section 2(a)(4) of the Act shall apply, except that in the case of a proceeding under the Federal Bankruptcy Code (11 U.S.C. 101 et seq.), the trustee or debtor in possession shall be considered the issuer in an offering under a plan or reorganization, if the securities are to be issued under the plan.

(i) Purchaser representative. Purchaser representative shall mean any person who satisfies all of the following conditions or who the issuer reasonably believes satisfies all of the following conditions:

(1) Is not an affiliate, director, officer or other employee of the issuer, or beneficial owner of 10 percent or more of any class of the equity securities or 10 percent or more of the equity interest in the issuer, except where the purchaser is:

(i) A relative of the purchaser representative by blood, marriage or adoption and not more remote than a first cousin;

(ii) A trust or estate in which the purchaser representative and any persons related to him as specified in paragraph (i)(1)(i) or (iii) of this section collectively have more than 50 percent of the beneficial interest (excluding contingent interest) or of which the purchaser representative serves as trustee, executor, or in any similar capacity; or

(iii) A corporation or other organization of which the purchaser representative and any persons related to him as specified in paragraph (i)(1)(i) or (ii) of this section collectively are the beneficial owners of more than 50 percent of the equity securities (excluding directors' qualifying shares) or equity interests;

(2) Has such knowledge and experience in financial and business matters that he is capable of evaluating, alone, or together with other purchaser representatives of the purchaser, or together with the purchaser, the merits and risks of the prospective investment;

(3) Is acknowledged by the purchaser in writing, during the course of the transaction, to be his purchaser representative in connection with evaluating the merits and risks of the prospective investment; and

(4) Discloses to the purchaser in writing a reasonable time prior to the sale of securities to that purchaser any material relationship between himself or his affiliates and the issuer or its affiliates that then exists, that is mutually understood to be contemplated, or that has existed at any time during the previous two years, and any compensation received or to be received as a result of such relationship.

(j) Spousal equivalent. The term spousal equivalent shall mean a cohabitant occupying a relationship generally equivalent to that of a spouse.

A person acting as a purchaser representative should consider the applicability of the registration and antifraud provisions relating to brokers and dealers under the Securities Exchange Act of 1934 (Exchange Act) (15 U.S.C. 78a et seq., as amended) and relating to investment advisers under the Investment Advisers Act of 1940.

The acknowledgment required by paragraph (h)(3) and the disclosure required by paragraph (h)(4) of this section must be made with specific reference to each prospective investment. Advance blanket acknowledgment, such as for all securities transactions or all private placements, is not sufficient.

Disclosure of any material relationships between the purchaser representative or his affiliates and the issuer or its affiliates does not relieve the purchaser representative of his obligation to act in the interest of the purchaser.

[47 FR 11262, Mar. 16, 1982, as amended at 53 FR 7868, Mar. 10, 1988; 54 FR 11372, Mar. 20, 1989; 76 FR 81806, Dec. 29, 2011; 77 FR 18685, Mar. 28, 2012; 78 FR 44770, 44804, July 24, 2013; 81 FR 83553, Nov. 21, 2016; 85 FR 64277, Oct. 9, 2020; 90 FR 9687, Feb. 18, 2025]

Invest in your future TODAY!

§ 230.501 Definitions and terms used in Regulation D.