Registration

FULL ACCESS TO EVANSTON CAPITAL MANAGEMENT, LLC’S (“ECM”) WEBSITE IS PROVIDED SOLELY TO INDIVIDUALS OR ENTITIES THAT ARE, OR REPRESENT INVESTORS THAT ARE, BOTH ACCREDITED INVESTORS AND QUALIFIED PURCHASERS.



If you desire full access to ECM’s website, please complete and submit the registration and certification below. ECM will screen all registration and certification forms to ensure eligibility, and those deemed eligible will receive a login and password.

REGISTRATION AND CERTIFICATION




Please indicate whether you are an individual, entity or consultant*


If you chose Consultant above, please indicate whether you are registered as an investment adviser with the U.S. Securities and Exchange Commission



ACCREDITED INVESTOR CERTIFICATION


I certify that I am, or am acting on behalf of, an individual or entity that is an accredited investor because I, or the individual or entity I represent (as applicable):

  1. Has a net worth1 (or joint net worth together with a spouse) exceeding $1 million (excluding the value of your primary residence), and you have no reason to believe such net worth will not remain in excess of $1 million for the foreseeable future.
  2. Has had an annual adjusted gross income during each of the past 2 years exceeding $200,000 (or joint annual adjusted gross income together with a spouse exceeding $300,000 during each of the past 2 years), reasonably expect to have the same income level during the current calendar year, and have no reason to believe that such income level will be reduced in the foreseeable future.
  3. A corporation, partnership, Massachusetts or similar business trust (other than a revocable trust), or 501(c)(3) organization that was not formed for the specific purpose of investing in an ECM product and has total assets exceeding $5 million.
  4. A revocable trust that can be amended or revoked by its grantors where each of its grantors are Accredited Investors as defined in (1) or (2) above.
  5. A private business development company as defined in the Investment Advisers Act of 1940, as amended.
  6. A registered investment company or business development company under the Investment Company Act of 1940, as amended, that was not formed for the purpose of investing in an ECM product.
  7. A bank, any savings and loan association or other institution, or insurance company as defined in the Securities Act of 1933, as amended, acting for its own account or for the account of an Accredited Investor.
  8. An employee benefit plan as defined by the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and (i) investment decisions are made by a plan fiduciary that is either a bank, savings and loan association, insurance company or registered investment adviser or (ii) has total assets exceeding $5 million.
  9. A self-directed plan and each plan participant is an Accredited Investor as defined in (1) or (2) above.
  10. An individual retirement account whose beneficiary is an Accredited Investor as defined in (1) or (2) above.
  11. A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for its employees’ benefit, and has total assets exceeding $5 million.
     
If you believe that you are, or are acting on behalf of, an individual or entity that is an Accredited Investor based on a representation that is not listed in (1)-(11) above, please contact ECM at investorrelations@evanstoncap.com.

Please refer to Rule 501 of Regulation D under the Securities Act of 1933, as amended, and the rules and regulations thereunder for the complete definition of Accredited Investor.

1 “Net worth” means the excess of total assets at fair market value, including home furnishings and automobiles, over total liabilities. In excluding the value of the primary residence from net worth, you should exclude any net equity in your primary residence (i.e., the amount by which the residence’s estimated fair market value exceeds the current outstanding balance of any mortgage or other indebtedness secured by the residence). If the current outstanding balance of any such mortgage or other indebtedness exceeds the residence’s estimated fair market value, you should reduce your net worth by the amount of any such excess indebtedness. The estimated fair market value of a primary residence and the amount of outstanding indebtedness should be measured as of the date that you complete this registration form.  In addition, if outstanding indebtedness secured by the undersigned’s primary residence has increased (other than as a result of the acquisition of such primary residence) in the 60-day period preceding completion of this registration form (e.g., due to a home equity loan), the undersigned should reduce his or her net worth by the amount of such increase.





QUALIFIED PURCHASER CERTIFICATION


I certify that I am, or am acting on behalf of, an individual or entity that is a qualified purchaser because I am, or the individual or entity I represent is (as applicable):

  1. An individual who owns at least $5 million in Net Investments.  “Net Investments” equals Investments (as defined below) minus any outstanding indebtedness incurred to acquire Investments.  Investments includes securities as well as cash and cash equivalents, real estate, commodity interests, physical commodities and other financial contracts held for investment, not personal, purposes, reduced by any debt incurred to acquire such investments.  For a complete description of Investments, please click here.
  2. A family-owned company, partnership, trust or other entity (a “Family Company”) that owns at least $5 million in Net Investments (as defined in (1) above) and was not formed for the specific purpose of investing in an ECM product.  For a complete description of a Family Company, please click here and refer to Section 2(a)(51)(A)(ii) of the Investment Company Act of 1940, as amended.
  3. A trust, other than a Family Company, that was not formed for the specific purpose of investing in an ECM product, and where each person authorized to make decisions about the trust, and each person who has contributed assets to the trust, is a Qualified Purchaser as defined herein.
  4. A natural person, company, partnership, trust or other entity that owns and invests at least $25 million in Net Investments (as defined in (1) above), was not formed for the specific purpose of investing in an ECM product, and acts for its own account or the accounts of other Qualified Purchasers.
  5. A “qualified institutional buyer” (as defined in Securities and Exchange Commission Rule 144A of the Securities Act of 1933, as amended) that meets, if applicable, the dealer and employee benefit plan requirements.
If you believe that you are, or are acting on behalf of, an individual or entity that is a Qualified Purchaser based on a representation that is not listed in (1)-(5) above, please contact ECM at investorrelations@evanstoncap.com.

Please refer to Section 2(a)(51) of the Investment Company Act of 1940, as amended, and the rules and regulations thereunder for the complete definition of “Qualified Purchaser.”





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