Terms & Conditions

1. Definitions

For purposes of these Terms and Conditions:

2. Not an Offer to Sell Securities

Any offer to sell or solicitation of an offer to buy interests in any Fund will be made only to Accredited Investors or Qualified Purchasers, as applicable, and only by means of the applicable Offering Documents. Interests in the Funds have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state, and may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

No offer to sell or solicitation of an offer to buy interests in any Fund will be made in any jurisdiction in which such offer or solicitation would be unlawful. The Funds are offered and sold in reliance on exemptions from the registration requirements of the Securities Act pursuant to Regulation D thereunder.

Restriction on Distribution

The information on this Site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject Veracor Group or any Fund to any registration requirement within such jurisdiction or country.

3. Accredited Investor Requirements

Certain areas of the Site, including access to detailed Fund information, Offering Documents, and the investor portal, are restricted to Accredited Investors and Qualified Purchasers who have been verified by Veracor Group or its authorized agents.

Verification Process

Before accessing restricted areas of the Site or receiving Offering Documents, you may be required to:

• Provide documentation demonstrating your status as an Accredited Investor or Qualified Purchaser
• Submit to verification by a third-party verification service, registered investment adviser, licensed attorney, or certified public accountant
• Execute a representation letter certifying your accreditation status
• Provide such other information as we may reasonably request to verify your qualification

Representations and Warranties

By requesting access to restricted areas of the Site or Offering Documents, you represent and warrant that:

• You meet the applicable criteria to qualify as an Accredited Investor or Qualified Purchaser
• You are requesting access for your own account and not as an agent or nominee for any other person
• You have the legal capacity and authority to enter into these Terms and any related agreements
• Any information you provide is accurate, complete, and not misleading
• You will promptly notify us if any information you have provided changes or becomes inaccurate

4. Investor Portal Terms

Account Registration

If you become an Investor, you will be provided access to our investor portal, which allows you to view your investment information, receive communications, access documents, and perform other account-related functions. By registering for an investor portal account, you agree to:

• Provide accurate, current, and complete registration information
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your login credentials
• Accept responsibility for all activities that occur under your account
• Immediately notify us of any unauthorized use of your account or any other security breach

Account Security

You are solely responsible for maintaining the confidentiality of your account credentials. We will not be liable for any loss or damage arising from your failure to protect your account credentials. We reserve the right to suspend or terminate your account access at any time for any reason, including if we reasonably believe your account has been compromised.

Electronic Delivery of Documents

By creating an investor portal account, you consent to receive all investor communications, including capital call notices, distribution notices, K-1 tax documents, quarterly reports, and other materials, in electronic format through the investor portal or by email. You may withdraw your consent to electronic delivery at any time by contacting us in writing, but withdrawal may result in delays in receiving communications and may not apply to certain time-sensitive notices.

5. No Guarantee of Results; Investment Risks

We do not guarantee that you will achieve any specific investment returns or reach any particular financial goal from investing in any Fund. Any historical returns, expected returns, probability projections, or other forward-looking statements are provided for informational purposes only and do not guarantee or indicate actual future performance.

Investment Risk Factors

Investments in the Funds involve significant risks, including but not limited to:

This is not a complete list of risks. A complete discussion of risks is contained in the Offering Documents for each Fund, which you should read carefully before investing.

No Investment Advice

Nothing on the Site or in any communication from Veracor Group constitutes investment, tax, legal, or financial advice. You should consult with your own investment, tax, legal, and financial advisors before making any investment decision.

6. Confidentiality

Confidential Information

All information provided to you by Veracor Group, whether on the Site, in Offering Documents, through the investor portal, or otherwise, including but not limited to fund performance data, portfolio company information, investment strategies, and business plans, constitutes confidential and proprietary information of Veracor Group and the Funds ("Confidential Information").

Confidentiality Obligations

You agree to:

• Keep all Confidential Information strictly confidential
• Not disclose Confidential Information to any third party without our prior written consent
• Use Confidential Information solely for the purpose of evaluating and monitoring your investment in the Funds
• Take reasonable measures to protect the confidentiality of Confidential Information
• Not copy, reproduce, or distribute Confidential Information except as expressly permitted

Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of yours; (b) was rightfully in your possession before disclosure by us; (c) is rightfully obtained by you from a third party without restriction on disclosure; or (d) is required to be disclosed by law, regulation, or legal process, provided you give us prompt notice and cooperate with any efforts to obtain protective treatment.

Return of Materials

Upon our request or upon termination of your relationship with Veracor Group, you agree to promptly return or destroy all Confidential Information in your possession and certify such return or destruction in writing.

7. Intellectual Property

Ownership

The Site and all content, features, and functionality thereof, including but not limited to all information, software, text, displays, images, video, audio, design, selection, and arrangement, are owned by Veracor Group, its licensors, or other providers and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

Trademarks

"Veracor Group," "Veracor Capital," "Veracor Group Holdings," and all related names, logos, product and service names, designs, and slogans are trademarks of Veracor Group LLC or its affiliates. You may not use such marks without our prior written permission.

Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Site solely for your personal, non-commercial use in connection with evaluating or monitoring your investment in the Funds. This license does not include the right to:

• Modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, or services obtained from the Site
• Use any data mining, robots, or similar data gathering or extraction methods
• Download or copy account information for the benefit of any third party
• Use any framing techniques to enclose any trademark, logo, or other proprietary information

8. Prohibited Activities

You agree not to:

• Use the Site or Services for any unlawful purpose or in violation of any applicable law or regulation
• Provide false, inaccurate, or misleading information, including misrepresenting your accredited investor or qualified purchaser status
• Access or attempt to access any portion of the Site to which you have not been granted access
• Interfere with or disrupt the Site or servers or networks connected to the Site
• Use any robot, spider, scraper, or other automated means to access the Site
• Attempt to gain unauthorized access to any portion of the Site or any systems or networks connected to the Site
• Share, distribute, or make available any Confidential Information to unauthorized persons
• Use the Site or any information obtained from the Site to compete with Veracor Group or the Funds
• Engage in any activity that could damage, disable, overburden, or impair the Site
• Violate any applicable anti-money laundering, anti-corruption, or economic sanctions laws or regulations

9. Anti-Money Laundering and Sanctions Compliance

AML Compliance

Veracor Group is committed to complying with all applicable anti-money laundering laws and regulations, including the Bank Secrecy Act, the USA PATRIOT Act, and the regulations promulgated thereunder. By accessing the Site or investing in any Fund, you agree to provide all information reasonably requested by us to verify your identity and comply with applicable AML requirements.

OFAC Sanctions

You represent and warrant that:

• You are not, and are not acting on behalf of, any person or entity that is (i) named on any list of sanctioned persons maintained by the U.S. Office of Foreign Assets Control (OFAC), the U.S. Department of State, the United Nations Security Council, the European Union, or any other relevant governmental authority; or (ii) located in, organized under the laws of, or a resident of any country or territory subject to comprehensive U.S. sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine).
• The funds you invest are not derived from, and your investment will not facilitate, any illegal activity, including money laundering, terrorist financing, or other criminal activity.
• You will promptly notify us if any of the foregoing representations cease to be true.

Right to Reject or Redeem

We reserve the right to refuse, suspend, or terminate your access to the Site or Services, reject any subscription, or compulsorily redeem any Fund interests if we reasonably believe that you have violated any AML or sanctions laws or regulations, or if any of your representations in this Section are false or misleading.

10. Regulatory Matters

SEC Registration and Regulation

Veracor Group may be registered with the SEC as an investment adviser or may operate as an exempt reporting adviser pursuant to applicable exemptions under the Investment Advisers Act of 1940. Information regarding our regulatory status is available through the SEC's Investment Adviser Public Disclosure database (adviserinfo.sec.gov).

State Registration

The Funds may be offered and sold in various states pursuant to applicable exemptions from state securities registration requirements. Not all Funds may be available in all states.

ERISA Considerations

Prospective Investors that are employee benefit plans, individual retirement accounts, or other entities subject to the Employee Retirement Income Security Act of 1974 ("ERISA") or Section 4975 of the Internal Revenue Code should consult with their legal and tax advisors regarding the applicability of ERISA and related regulations to an investment in the Funds.

No FDIC or SIPC Protection

Investments in the Funds are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. Investments in the Funds are not protected by the Securities Investor Protection Corporation (SIPC).

11. Third-Party Links and Services

The Site may contain links to third-party websites, services, or resources that are not owned or controlled by Veracor Group, including websites of portfolio companies, service providers, and regulatory authorities. We provide these links for your convenience only and do not endorse or assume any responsibility for the content, privacy policies, or practices of any third-party websites or services.

You acknowledge and agree that Veracor Group shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content, goods, or services available on or through any third-party websites or services.

12. Disclaimer of Warranties

13. Limitation of Liability

14. Indemnification

To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Veracor Group, Veracor Group LLC, the Funds, and their respective directors, officers, employees, members, partners, shareholders, affiliates, agents, representatives, licensors, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, actions, demands, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees and costs) arising out of or relating to:

• Your access to or use of the Site or Services
• Your violation of these Terms or any applicable law or regulation
• Your violation of any rights of any third party
• Any misrepresentation made by you, including any misrepresentation regarding your status as an Accredited Investor or Qualified Purchaser
• Your breach of any confidentiality obligations
• Any violation of anti-money laundering, sanctions, or anti-corruption laws or regulations attributable to you

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate fully with our defense of any such claim.

15. Dispute Resolution; Arbitration

Agreement to Arbitrate

You and Veracor Group agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Site, the Services, or your relationship with Veracor Group (collectively, "Disputes") will be resolved exclusively through binding arbitration, rather than in court, except that (a) you may assert claims in small claims court if your claims qualify; and (b) either party may seek equitable relief in court for infringement or misuse of intellectual property rights.

Arbitration Procedures

Any arbitration shall be administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by one arbitrator selected in accordance with the AAA rules. The arbitration shall be held in Miami, Florida, unless the parties agree otherwise. The arbitrator shall have the authority to award any remedy or relief that would otherwise be available in court.

Class Action Waiver

YOU AND VERACOR GROUP AGREE THAT ANY ARBITRATION OR LITIGATION SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU AND VERACOR GROUP EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN MIAMI-DADE COUNTY, FLORIDA.

Time Limitation

Any Dispute must be brought within one (1) year of the date the cause of action arose, or such Dispute shall be permanently barred.

Fees

If you initiate arbitration, your arbitration fees will be limited to the filing fee set forth in the AAA's Commercial Arbitration Rules. We will pay any additional fees required by the AAA.

16. Governing Law

These Terms and your use of the Site and Services shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws provisions. To the extent that any Dispute is permitted to be brought in court, you hereby irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida, and waive any objection based on improper venue or forum non conveniens.

YOU HEREBY WAIVE YOUR RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, ACTION, OR PROCEEDING, DIRECTLY OR INDIRECTLY, ARISING OUT OF OR RELATING TO THESE TERMS TO THE FULLEST EXTENT PERMITTED BY LAW.

17. General Provisions

18. Changes to These Terms

We reserve the right to modify these Terms at any time in our sole discretion. If we make material changes, we will notify you by posting the revised Terms on the Site and updating the "Last Updated" date. We may also provide notice through the investor portal or by email for material changes affecting Investors.

Your continued use of the Site or Services after modified Terms have been posted constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must discontinue your use of the Site and Services.