Accredited Investor Verification Letter (Rule 506(c) Third-Party Verification)

ACCREDITED INVESTOR VERIFICATION LETTER

Rule 506(c) Third-Party Verification

[VERIFIER FIRM NAME]

[STREET ADDRESS]

[CITY, STATE ZIP]

[TELEPHONE] | [EMAIL]

Date: [__/__/____]

To: [ISSUER NAME] (the "Issuer")

Re: Verification of Accredited Investor Status of [INVESTOR FULL LEGAL NAME] (the "Investor") in connection with the Issuer's offering under Rule 506(c) of Regulation D

1. VERIFIER IDENTIFICATION

The undersigned confirms that at the time of this letter the undersigned is duly licensed or registered in the applicable capacity and is in good standing with the relevant regulatory body.

2. SCOPE OF VERIFICATION

The Investor has engaged the undersigned to verify the Investor's status as an accredited investor as defined in Rule 501(a) under the Securities Act of 1933 (the "Securities Act"). The undersigned has taken the reasonable steps described below, within the past three (3) months, for purposes of reliance by the Issuer on the safe harbor in Rule 506(c)(2)(ii)(C).

The undersigned has:

☐ Reviewed specified documentation furnished by the Investor (see Section 3);

☐ Obtained written representations from the Investor concerning the accuracy of such documentation and the Investor's accredited status (see Section 4);

☐ Independently confirmed, where applicable, third-party source data (e.g., IRS transcripts, licensing records).

3. BASIS OF VERIFICATION

Select each applicable category and describe the documentation reviewed.

3.1 Natural-Person Investor — Income Basis (Rule 501(a)(6))

Investor has earned income exceeding $200,000 (or $300,000 jointly with spouse or spousal equivalent) in each of the two most recent years and reasonably expects to reach the same income level in the current year.

☐ Reviewed IRS Form W-2 for each of the last two years

☐ Reviewed IRS Form 1099(s) for each of the last two years

☐ Reviewed IRS Schedule K-1 for each of the last two years

☐ Reviewed IRS Form 1040 (with signed return transcript) for each of the last two years

☐ Obtained written representation that Investor reasonably expects to reach the same income level in the current year

3.2 Natural-Person Investor — Net Worth Basis (Rule 501(a)(5))

Investor's individual (or joint with spouse or spousal equivalent) net worth exceeds $1,000,000, excluding the value of the primary residence.

☐ Reviewed bank statements (within last three months)

☐ Reviewed brokerage statements (within last three months)

☐ Reviewed certificates of deposit, tax assessments, and appraisals (within last three months)

☐ Reviewed credit report within last three months to confirm liabilities

☐ Obtained written representation that all liabilities have been disclosed

3.3 Natural-Person Investor — Professional Certification (Rule 501(a)(10))

Investor holds in good standing one or more of the following professional certifications or designations:

☐ Series 7 (General Securities Representative)

☐ Series 65 (Investment Adviser Representative)

☐ Series 82 (Private Securities Offerings Representative)

☐ Other SEC-designated certification: [________________________________]

Verified through FINRA BrokerCheck / state records on [__/__/____].

3.4 Natural-Person Investor — Knowledgeable Employee (Rule 501(a)(11))

Investor is a "knowledgeable employee" of the private fund issuer as defined in Rule 3c-5(a)(4) under the Investment Company Act of 1940.

Verification basis: [________________________________]

3.5 Entity Investor (Rule 501(a)(1), (3), (7)–(9))

Entity qualifies as an accredited investor because (select all that apply):

☐ Bank, savings and loan, insurance company, registered investment company, BDC, SBIC, RBIC, or plan with $5+ million in assets

☐ Corporation, partnership, LLC, Massachusetts or similar business trust, or organization under § 501(c)(3), with total assets over $5 million, not formed for the specific purpose of acquiring the securities

☐ Trust with assets over $5 million, not formed for the specific purpose of acquiring the securities, whose purchase is directed by a sophisticated person

☐ Entity in which all equity owners are accredited investors

☐ "Family office" with at least $5 million in assets under management, not formed for the specific purpose of acquiring the securities, whose purchase is directed by a knowledgeable person

☐ "Family client" of a family office that itself qualifies as an accredited investor

☐ Entity (including Indian tribe, governmental body, or fund) with investments in excess of $5 million

Documentation reviewed:

☐ Formation documents

☐ Most recent audited or reviewed financial statements

☐ Subscription agreement

☐ Investment adviser or manager certification

☐ Schedule of equity owners and their accredited status

4. INVESTOR REPRESENTATIONS RELIED UPON

The undersigned has obtained from the Investor (or the Investor's authorized signatory) written representations that:

• The information and documentation provided to the undersigned is true, accurate, and complete in all material respects;
• There have been no material adverse changes in the Investor's financial condition since the date of the reviewed documentation;
• The Investor will promptly notify the undersigned if any fact rendering this verification inaccurate occurs before the Investor's purchase of securities from the Issuer.

5. VERIFICATION CONCLUSION

Based on the foregoing reasonable steps, the undersigned has a reasonable basis to conclude, and does conclude, that the Investor:

☐ IS an accredited investor within the meaning of Rule 501(a) under the Securities Act.

☐ IS NOT an accredited investor.

This verification is effective as of the date first written above and, for purposes of Rule 506(c)(2)(ii)(C), will satisfy the "reasonable steps" requirement for Issuer sales to the Investor occurring within three (3) months of the date of this letter.

6. LIMITATIONS AND NON-RELIANCE

6.1 This letter is limited to verification of the Investor's accredited-investor status under Rule 501(a). It does not constitute an opinion on, and the undersigned has not evaluated, the merits of the Issuer's offering, the fairness of the terms, or the suitability of the investment.

6.2 This letter is provided solely for the benefit of the Issuer named above for purposes of the specified Rule 506(c) offering and may not be relied upon by any other person or for any other purpose without the undersigned's prior written consent.

6.3 The undersigned makes no representation that the Investor will continue to qualify as an accredited investor at any time after the three-month verification window.

6.4 The undersigned has not disclosed, and shall not disclose, the underlying financial information of the Investor to the Issuer.

7. SIGNATURE

[VERIFIER FIRM NAME]

By: [________________________________]

Name: [________________________________]

Title: [________________________________]

License/Registration No.: [________________________________]

Jurisdiction: [________________________________]

Date: [__/__/____]

8. ACKNOWLEDGED BY INVESTOR

The Investor acknowledges that the Verifier is providing the foregoing verification to the Issuer in reliance on documentation and representations provided by the Investor.

Signature: [________________________________]

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

9. SOURCES AND REFERENCES

• Rule 506(c), 17 C.F.R. § 230.506(c) — https://www.ecfr.gov/current/title-17/part-230/section-230.506
• Rule 501, 17 C.F.R. § 230.501 — https://www.ecfr.gov/current/title-17/part-230/section-230.501
• SEC Compliance & Disclosure Interpretations — Securities Act Rules, Question 260.35 et seq. — https://www.sec.gov/divisions/corpfin/guidance/securitiesactrules-interps.htm
• SEC Release No. 33-10824 (August 26, 2020) (Accredited Investor Definition Amendments) — https://www.sec.gov/rules/final/2020/33-10824.pdf
• FINRA BrokerCheck — https://brokercheck.finra.org/

Disclaimer: This template is provided for informational purposes only and does not constitute legal or financial advice. Issuers and verifiers should confer with qualified securities counsel regarding the sufficiency of verification procedures under Rule 506(c).