Avestor Legal Queationairre

Avestor Legal Questionnaire - Scalable Plan
Welcome to Avestor!

To expedite the creation of your customizable fund offering documents, please follow these steps:

1. Complete this Legal Questionnaire: Ensure all information is accurate. You must click SUBMIT on the final page to save and submit your responses.

2. Schedule a Onboarding & Legal Questionnaire Review Call: Once submitted, book a call with Demeris Morse to review your questionnaires

3. Attorney Consultation: Avestor will coordinate a call with one of our partner attorney via email.

4. Sign & Pay: You’ll sign a retainer agreement and pay the law firm directly for their services.

5. Finalize Documents: You will collaborate with our partner attorneys to complete your fund documents. Your customizable fund will require:

- Two legal entities: the Fund entity and the Fund Manager entity
- A Private Placement Memorandum (PPM)
- Fund Operating Agreement
- Subscription Agreement
- Manager Entity Operating Agreement
- Form D filing with the SEC

The information you provide in this questionnaire will be used to tailor these documents to your specific needs.

Thank you!

Team Avestor
Page 1 of 18

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First, lets start by understanding your team

Please include information about each person that will be a fund manager. You can include up to three managers on a team.
Manager #1*

First NameMiddle NameLast NameSuffix
Manager #1 Address (must be your physical home address on your government ID.)*

Street Address

Street Address Line 2

CityState / Province

Postal / Zip Code
Manager #1 Email:*
example@example.com
Manager #1 Mobile Phone:*
This should be the contact phone number for the Fund Manager and will be in your PPM; if you put your personal cell number, that is what the Attorney will use in your legal docs.
Manager #1 Date of Birth (needed for background checks)*

MonthDayYear
Date
Manager #2

First NameMiddle NameLast NameSuffix
Manager #2 Address (must be your physical home address on your government ID)

Street Address

Street Address Line 2

CityState / Province

Postal / Zip Code
Manager #2 Mobile Phone:
This should be the contact phone number for the Fund Manager and will be in your PPM; if you put your personal cell number, that is what the Attorney will use in your legal docs.
Manager #2 Email:
example@example.com
Manager #2 Date of Birth (needed for background checks)

MonthDayYear
Date
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Manager #1 biography. Include your biography as you would like it to appear in the PPM.*
Include your biography as you would like it to appear in the PPM.
Manager #2 biography. Include your biography as you would like it to appear in the PPM.*
Include your biography as you would like it to appear in the PPM.
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Backup contact person (funds with only 1 fund manager)

If you are the sole fund manager in your fund, please provide a backup contact person that we can contact in the event there is any kind of emergency and investors are unable to contact the primary fund manager.
Backup Contact Name

First NameLast Name
Backup Contact Address

Street Address

Street Address Line 2

CityState / Province

Postal / Zip Code
Backup Contact Email:
example@example.com
Backup Contact Phone:
Please enter a valid phone number.
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Now, lets focus on the fund you want to create

Answer each question the best you can and Avestor will help you during our review for any questions you get stuck on. A new limited liability company (LLC) will be formed for your fund. We will form the entity in Delaware and it will be provided a registered agent. If you wish to use an existing LLC for your Fund, Fund Manager, Fund Manager Manager and/or Fund Manager Member, you must provide copies of: 1. Articles, 2. IRS EIN confirmation letter, 3. Executed Operating Agreement for each LLC. The LLC information must be current with the Secretary of State and you need to be sure that LLC(s) is in good standing and not administratively dissolved because someone didn’t file an annual report or pay the renewal fee with the Sec of State. Your attorney will not amend documents for existing LLCs and cannot proceed with your legal documents until they receive these documents from you.
Propose a name for your fund (include LLC at the end)*
The state of formation for the fund LLC will be Delaware. Our partner attorneys have Registered Agents in Delaware that will become the registered agent for the entity. The registered agent address or another business address can be used as the mailing address for your fund.

Do not use common names. The IRS only permits a single name per EIN so if the entity name you select is a common name, the IRS will reject the name if an entity in the US already exist with the same name.

Please check https://icis.corp.delaware.gov/Ecorp/EntitySearch/NameSearch.aspx to make sure the name you are selecting does not have an entity with a similar name otherwise it will get rejected.
Check here to confirm that you have checked https://icis.corp.delaware.gov/Ecorp/EntitySearch/NameSearch.aspx*

I've checked if my Fund's name is available in Delaware
Provide a physical address for the fund LLC. This is for LLC formation and needs to be a real address, not a PO Box, Virtual address. *

Street Address

Street Address Line 2

CityState / Province

Postal / Zip Code
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Next, lets look at forming the fund manager entity

The fund manager entity manages the fund. This will also be a new limited liability company (LLC). We will form the entity in Delaware and it will be provided a registered agent similar to the fund entity. If you wish to use an existing LLC for your Fund, Fund Manager, Fund Manager Manager and/or Fund Manager Member, you must provide copies of: 1. Articles, 2. IRS EIN confirmation letter, 3. Executed Operating Agreement for each LLC. The LLC information must be current with the Secretary of State and you need to be sure that LLC(s) is in good standing and not administratively dissolved because someone didn’t file an annual report or pay the renewal fee with the Sec of State. Your attorney will not amend documents for existing LLCs and cannot proceed with your legal documents until they receive these documents from you.
If you have an existing management entity that you want to use, provide the entity name, state & date of formation and entity address. Otherwise skip this question.
Propose a name for your fund manager entity (include LLC at the end)*
The state of formation for the fund manager LLC will be Delaware. Our partner attorneys have Registered Agents in Delaware that will become the registered agent for the entity. The registered agent address or another business address can be used as the mailing address for your fund.

Do not use common names. The IRS only permits a single name per EIN so if the entity name you select is a common name, the IRS will reject the name if an entity in the US already exist with the same name.

Please check https://icis.corp.delaware.gov/Ecorp/EntitySearch/NameSearch.aspx to make sure the name you are selecting does not have an entity with a similar name otherwise it will get rejected.

In some cases, Avestor will provide an option to form the entity in an alternate state. This can be discussed during the Avestor fund strategy call.
Check here to confirm that you have checked https://icis.corp.delaware.gov/Ecorp/EntitySearch/NameSearch.aspx*

I've checked if my Fund Manager Entity's name is available in Delaware
Provide a physical address for the fund manager LLC. This is for LLC formation. The registered agent address can be used for the mailing address for the fund manager.*

Street Address

Street Address Line 2

CityState / Province

Postal / Zip Code
Provide a phone number that investors can call to contact the management entity.*
Please enter a valid phone number.
If you have a website, list it here.

Who will be the owners/members of the fund manager entity?

The owners/members of the fund manager LLC can be you individually or it can be an LLC that you fully own (no other owners).
Owner #1 name (Individual or LLC). If LLC, also include name of manager.*
Owner #1 Email*
example@example.com
Owner #1 Phone Number*
Please enter a valid phone number.
Owner #1 Address*

Street Address

Street Address Line 2

CityState / Province

Postal / Zip Code
Title for Owner #1 (for fund manager LLC)*
ie. President, Treasurer, Secretary, Partner, General partner
% ownership in fund manager entity (all members must add to 100%)*
Provide initial contribution amount (can be as little as $100)*
Owner #2 name (Individual or LLC). If LLC, also include name of manager.
Owner #2 Email
example@example.com
Owner #2 Phone Number
Please enter a valid phone number.
Owner #2 Address

Street Address

Street Address Line 2

CityState / Province

Postal / Zip Code
Title for Owner #2 (for fund manager LLC)
ie. President, Treasurer, Secretary, Partner, General partner
% ownership in fund manager entity (all members must add to 100%)
Provide initial contribution amount (can be as little as $100)
Owner #3 name (Individual or LLC). If LLC, also include name of manager.
Owner #3 Email
example@example.com
Owner #3 Phone Number
Please enter a valid phone number.
Owner #3 Address

Street Address

Street Address Line 2

CityState / Province

Postal / Zip Code
Title for Owner #3 (for fund manager LLC)
ie. President, Treasurer, Secretary, Partner, General partner
% ownership in fund manager entity (all members must add to 100%)
Provide initial contribution amount (can be as little as $100)

Background checks

Fund managers have a responsibility for managing and protecting investor assets. Answer the following questions accurately for all proposed fund managers. Please be honest here. We run a comprehensive background check on every fund manager and even if you do not disclose here, we will still find it in your record so please disclose.
Have any of the proposed managers had arrests or convictions (misdemeanors or felonies)? If yes, were any of these financial related convictions or crimes? *
In the past 10 years, have any of the proposed managers been involved in litigation, have had a personal bankruptcy, have liens against them or been a principal in a company that declared or consented to bankruptcy proceedings or a receivership? *
Have any of the proposed managers been investigated or charged with any securities law violations or censured or fined by the SEC or state securities authority?*

Write Your Fund Story

Most Fund Managers started out in real estate. If you are a solo Fund Manager, tell us where you started, was it Fix & Flip, was it will a relative or friend, did you get a real estate agents license, a brokers license, maybe you got a construction license, all of you have you unique story, that is what sets you apart and your story of how you got to this point personalizes your journey and an investor likes to feel they know you so, show some history and accomplishments. Did you study something that got you interested, take real estate courses, get designations. Some Fund managers grew through the years moving into syndications, maybe they invested in other’s funds, whatever your story is, tell it. If there are 2 or more Fund Managers then tell how each of you started and what brought you all together at this point in time. your time to write this section and make it as verbose as possible.
Write your Fund Story*

Next, lets determine the best type of Reg D fund for you

There are 2 options - 506c and 506b. Read on to determine which option is best for you.

506c fund	506b fund
Allows fund to advertise. Accredited investors only (3rd party letter). Fund manager does not need to have a pre-existing relationship with the investor. Audits are not required in most situations. Can invest in other 506c or 506b offerings	No advertising permitted. Fund can have up to 35 non-accredited, but sophisticated investors. investors can self-verify themselves as accredited or not accredited. Fund manager needs to have a pre-existing relationship with the investor. Audits likely required after you accept non-accredited investors. Can only invest in other 506b offerings until the fund has over $5 million in assets.

Now select the type of fund that you believe is best for your business needs.*
We also need to determine your exemption for your Reg D fund

There are 2 options for exemptions. Read on to determine the best option for your fund.

3c5 exemption

3c1 exemption

No limit on number of investors.
This is a real estate fund.
80% of the fund capital must be invested in real estate or real estate related assets; 20% of fund capital can be non-real estate assets.
The fund and the fund manager must have a controlling or significant interest in the underlying the real estate assets (ie be the GP/Manager or Co-GP/Co-manager of the assets) and be capable of removing the property manager.

The fund can have a maximum of 99 investors/beneficial owners.
This is an investment fund.
The fund can invest both actively and passively in other syndications/loans/fractionalized deals. Additional disclosures may be required.
The fund manager can be a Manager,/GP, Co-manager/CO-GP in the deals the fund invests in.
The fund can passively invest in deals where the manager is not a GP or co-GP.
Depending on the state of operations, you may need to become an exempt reporting adviser.

Now select the type of exemption that you believe is best for your business needs.*

Exempt Reporting Adviser Registration

You may need to become an exempt reporting adviser
As a private fund manager, your management entity may need to become an exempt reporting adviser depending on a variety of factors that include:
- The operating state for the fund management entity
- The type of fund you are operating
- The type of exemptions you have taken
Each state sets their own rules and also changes them on a time to time basis.

For funds with a 3c5 exemption, most states do not require the fund manager entity to register but a couple states do require registration. For funds with a 3c1 exemption, the analyses is more complex and varies depending on each state.

Avestor recommends one of the following options:

1) Research the state rules yourself

2) Request your Avestor partner attorney to do a cursory check of the rules.

3) Seek a short call with a securities attorney in the state you plan to operate the management entity from for more guidance on registration requirements.

Option 3, while it may cost a few hundred dollars, will generally result in the most comprehensive answer.
Do you understand that you may need to become an ERA either at the time of fund formation or in the future depending on the state you are operating in and the assets the fund is investing in. Which option from above do you plan to pursue?*

Option 1 - research rules myselfOption 2 - seek high level guidance from partner attorney but they may not know my states detailed rules.Option 3 - seek additional guidance from a securities attorney in the state I will be operating the management entity from to ensure I understand the rules in more depth.

Now, we need some information on the experience level of the management team.

If more than 1 manager, you can combine to provide the totals.
In the last 3 years, how much total capital have you raised from investors?
What is the average amount of capital you have raised per deal?
What are the total number of investors that you have raised capital from in last 3 years?

Finally, the last step will be to select your partner attorney.

These questions will help determine the best securities attorney for you.
Avestor has partner securities attorneys we use for fund formation. These attorneys are very familiar with our documents and our platform making it much easier to support you. The prices are already pre-negotiatef or you as well.

If you want to use another securities attorney or your legal fees are prepaid via another program, please let us know below,
Do you understand that if you take longer than 60 days to complete your legal documents, you will likely be charged additional fees by the attorneys?*

YesNo
Do you have an active deal that you need to urgently raise capital for?*

NoYes
If yes, state the target date by which you need to raise capital.
If you need to use another attorney, please provide their name and firm name.

Avestor Attorney Authorization

Please sign your Avestor attorney authorization
This authorization is entered into on the date below (the “Effective Date”) between Avestor, Inc. with a place of business at 515 NW Saltzman Rd., #674, Portland, OR 97229 (“Company”), and the Customer listed below (“Sponsor”).
The following questions pertain to “Bad Actor Events” under Rule 506(d) of the Securities Act of 1933, which may trigger disqualification of an offering. Thus, it is important that all fund executives carefully consider and answer each question.
The executive(s) authorize the attorney of record to share all information related to their new fund with Avestor Inc. to enable Avestor to properly support their fund on its platform. All information shared with Avestor will be considered the Sponsor’s confidential information and its sole use of that information will be for the purposes of supporting the Sponsor’s fund operations. Avestor will not share this information with any 3rd parties for any reason without prior written authorization from the Sponsor.

Information requested includes, but is not limited to:
- Draft and final fund documents
- Entity & GP EIN documents
- Entity organization & operating agreements
- Reg D filing information
- CIK Codes/CCC/PMAC/Passphrase
This information will be available to Avestor only for as long as Avestor is supporting the Sponsor’s fund on the Avestor platform.
Date*

MonthDayYear
Date
Name*

First NameLast Name
Should be Empty:

Avestor Legal Questionnaire - Scalable Plan

First, lets start by understanding your team

Backup contact person (funds with only 1 fund manager)

Now, lets focus on the fund you want to create

Next, lets look at forming the fund manager entity

Who will be the owners/members of the fund manager entity?

Background checks

Write Your Fund Story

Now let's create your fund's strategy.

Lets now talk a little bit about the business objectives of your fund.

Now lets set some guardrails for your fund

Next, lets determine the best type of Reg D fund for you

We also need to determine your exemption for your Reg D fund

Exempt Reporting Adviser Registration

Now, we need some information on the experience level of the management team.

Next, Let Get You Registered to File Your Form D With EDGAR Next

Step 1: Two Administrators MUST Create a Login.Gov Account

Step 2: Provide Account Administrator, Billing Contact Information, and Quarter End Information For EDGAR Next Enrollment

Administrator #1 Information

Administrator #2 Information

Billing Contact Information

Quarter End Filer

The SEC requires verification that the company is in good standing with the state of formation and that the administrators and billing contact have no federal or state securities violations. Please confirm the following:

Finally, the last step will be to select your partner attorney.

Avestor Attorney Authorization