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Accredited Investor Risk Notice

You must be an “accredited investor” (as defined in Regulation D under the Securities Act) and will be required in connection with the purchase of the interests to make representations confirming your accredited investor status.

Accredited investors include, in general, people with a net worth (excluding their residence) of $1 million, income of $200,000 a year (or $300,000 with their spouse), officers and directors of the issuer and various Institutions that have more than $5 million in assets.

For further information on the definition of an accredited please click here.



Fund Terms

  • Minimum Investment: $250,000 
  • Fund Manager: KGR Capital Management LLC
  • Incentive Allocation: 20% subject to a high water mark
  • Management Fee: 1.5%
  • Lockup: Twelve months 
  • Withdrawal Notice: At least 45 days prior to a month end valuation



Risk / Legal Notices

Proposed Rule 509 Compliance Statement

THIS INFORMATION CONTAINED THROUGHOUT THIS WEB SITE AND EACH OF ITS PAGES RELATES TO AN OFFERING OF MEMBERSHIP INTERESTS (“INTERESTS”) BY KGR, LLC, A DELAWARE LIMITED LIABILITY COMPANY (THE “FUND”). PROSPECTIVE INVESTORS ARE ADVISED THAT THE INTERESTS ARE OFFERED EXCLUSIVELY TO THOSE INVESTORS WHO MAY QUALIFY AS BOTH SOPHISTICATED AND “ACCREDITED INVESTORS” AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT OF 1933 AND/OR MUST MEET OTHER SUITABILITY REQUIREMENTS AS MAY BE DETERMINED BY KGR CAPITAL MANAGEMENT, LLC (THE "FUND MANAGER"). INVESTORS ARE FURTHER ADVISED THAT THEY MAY IN CONNECTION WITH SUCH SUITABILITY REQUIREMENTS BE REQUIRED TO SUBMIT FINANCIAL STATEMENT, TAX RETURNS, A SUITABILITY QUESTIONNAIRE, AND/OR OTHER SIMILAR DOCUMENTS. THE FUND MANAGER MAY IN ITS SOLE DISCRETION DECLINE TO ADMIT ANY PROSPECTIVE PURCHASER OF THE INTERESTS DESCRIBED HEREIN. TO DETERMINE, WHETHER YOU QUALIFY FOR “ACCREDITED INVESTOR” STATUS, YOUR STATUS MUST BE ONE OF THE FOLLOWING:

  • INDIVIDUAL WITH NET WORTH IN EXCESS OF $1.0 MILLION. A NATURAL PERSON (NOT AN ENTITY) WHOSE NET WORTH, OR JOINT NET WORTH WITH HIS OR HER SPOUSE, EXCLUDING THE VALUE OF THE INVESTOR'S PRINCIPAL RESIDENCE AT THE TIME OF ENTERING INTO AN ADVISORY RELATIONSHIP WITH US EXCEEDS $1,000,000.
  • INDIVIDUAL WITH A $200,000 INDIVIDUAL ANNUAL INCOME. A NATURAL PERSON (NOT AN ENTITY) WHO HAD AN INDIVIDUAL INCOME OF MORE THAN $200,000 IN EACH OF THE PRECEDING TWO CALENDAR YEARS, AND HAS A REASONABLE EXPECTATION OF REACHING THE SAME INCOME LEVEL IN THE CURRENT YEAR.
  • INDIVIDUAL WITH A $300,000 JOINT ANNUAL INCOME. A NATURAL PERSON (NOT AN ENTITY) WHO HAD JOINT INCOME WITH HIS OR HER SPOUSE IN EXCESS OF $300,000 IN EACH OF THE PRECEDING TWO CALENDAR YEARS, AND HAS A REASONABLE EXPECTATION OF REACHING THE SAME INCOME LEVEL IN THE CURRENT YEAR.
  • CORPORATIONS OR PARTNERSHIPS. A CORPORATION, PARTNERSHIP, OR SIMILAR ENTITY THAT HAS AT LEAST $5 MILLION OF ASSETS AND WAS NOT FORMED BY OTHERWISE NON-ACCREDITED INVESTORS IN ORDER TO MEET THE FINANCIAL QUALIFICATION REQUIREMENTS OF AN ACCREDITED INVESTOR.
  • REVOCABLE TRUST. A TRUST THAT IS REVOCABLE BY ITS GRANTORS AND EACH OF WHOSE GRANTORS IS AN ACCREDITED INVESTOR. (THE GRANTOR(S) MUST ALSO QUALIFY AS AN ACCREDITED INVESTOR(S)).
  • IRREVOCABLE TRUST. A TRUST (OTHER THAN AN ERISA PLAN) THAT (I) IS NOT REVOCABLE BY ITS GRANTORS, (II) HAS AT LEAST $5 MILLION OF ASSETS, (III) WAS NOT FORMED BY OTHERWISE NON-ACCREDITED INVESTORS IN ORDER TO MEET THE FINANCIAL QUALIFICATION REQUIREMENTS OF AN ACCREDITED INVESTOR, AND (IV) IS DIRECTED BY A PERSON WHO HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT SUCH PERSON IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF INVESTMENTS AS AN ACCREDITED INVESTOR.
  • IRA OR SIMILAR BENEFIT PLAN. AN IRA, KEOGH OR SIMILAR BENEFIT PLAN THAT COVERS A NATURAL PERSON WHO IS AN ACCREDITED INVESTOR. (THE NATURAL PERSON COVERED BY THE IRA OR PLAN MUST ALSO QUALIFY AS AN ACCREDITED INVESTOR).
  • PARTICIPANT-DIRECTED EMPLOYEE BENEFIT PLAN ACCOUNT. A PARTICIPANT-DIRECTED EMPLOYEE BENEFIT PLAN INVESTING AT THE DIRECTION OF, AND FOR THE ACCOUNT OF, A PARTICIPANT WHO IS AN ACCREDITED INVESTOR. (THE PARTICIPANT MUST QUALIFY AS AN ACCREDITED INVESTOR).
  • OTHER ERISA PLAN. AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF TITLE I OF THE ERISA ACT OTHER THAN A PARTICIPANT-DIRECTED PLAN WITH TOTAL ASSETS OF AT LEAST $5 MILLION OR FOR WHICH INVESTMENT DECISIONS ARE MADE BY A BANK, REGISTERED INVESTMENT ADVISER, SAVINGS AND LOAN ASSOCIATION, OR INSURANCE COMPANY.
  • GOVERNMENT BENEFIT PLAN. A PLAN ESTABLISHED AND MAINTAINED BY A STATE, MUNICIPALITY, OR ANY AGENCY OF A STATE OR MUNICIPALITY, FOR THE BENEFIT OF ITS EMPLOYEES, WITH TOTAL ASSETS OF AT LEAST $5 MILLION.
  • NON-PROFIT ENTITY. AN ORGANIZATION DESCRIBED IN SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE, AS AMENDED, WITH TOTAL ASSETS IN EXCESS OF $5 MILLION (INCLUDING ENDOWMENT, ANNUITY AND LIFE INCOME FUNDS), AS SHOWN BY THE ORGANIZATION'S MOST RECENT AUDITED FINANCIAL STATEMENTS.
  • EXECUTIVE OFFICER OR DIRECTOR. A NATURAL PERSON WHO IS AN EXECUTIVE OFFICER, DIRECTOR OR GENERAL PARTNER OF THE ADVISER OR PARTNERSHIP OR THE GENERAL PARTNER (APPLIES ONLY TO MEETING THE STANDARD OF QUALIFICATION FOR PURPOSES OF MAKING INVESTMENTS INVESTMENT IN THE PARTNERSHIP).
  • ENTITY OWNED ENTIRELY BY ACCREDITED INVESTORS. A CORPORATION, PARTNERSHIP, PRIVATE INVESTMENT COMPANY OR SIMILAR ENTITY EACH OF WHOSE EQUITY OWNERS IS A NATURAL PERSON WHO IS AN ACCREDITED INVESTOR. (EACH NATURAL PERSON MUST QUALIFY AS AN ACCREDITED INVESTOR).
  • OTHER INSTITUTIONAL INVESTOR. MAY BE ONE OF THE FOLLOWING:
    • A BANK, AS DEFINED IN SECTION 3(A)(2) OF THE SECURITIES ACT (WHETHER ACTING FOR ITS OWN ACCOUNT OR IN A FIDUCIARY CAPACITY);
    • A SAVINGS AND LOAN ASSOCIATION OR SIMILAR INSTITUTION, AS DEFINED IN SECTION 3(A)(5)(A) OF THE SECURITIES ACT (WHETHER ACTING FOR ITS OWN ACCOUNT OR IN A FIDUCIARY CAPACITY;
    • A BROKER-DEALER REGISTERED UNDER THE EXCHANGE ACT;
    • AN INSURANCE COMPANY, AS DEFINED IN SECTION 2(13) OF THE SECURITIES ACT;
    • A "BUSINESS DEVELOPMENT COMPANY," AS DEFINED IN SECTION 2(A)(48) OF THE ICA;
    • A SMALL BUSINESS INVESTMENT COMPANY LICENSED UNDER SECTION 301(C) OR (D) OF THE SMALL BUSINESS INVESTMENT ACT OF 1958, AS AMENDED; OR
    • A "PRIVATE BUSINESS DEVELOPMENT COMPANY" AS DEFINED IN SECTION 202(A)(22) OF THE INVESTMENT ADVISERS ACT OF 1940, AS AMENDED.

THE DESCRIBED INTERESTS ARE BEING OFFERED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”). IN PARTICULAR, THE INTERESTS ARE BEING OFFERED IN RELIANCE UPON RULE 506(C), PROMULGATED UNDER REGULATION D OF THE SECURITIES ACT. ACCORDINGLY, NEITHER THE ISSUER OF SUCH INTERESTS OR THE INTERESTS THEMSELVES ARE SUBJECT TO COMPLIANCE WITH THE SPECIFIC DISCLOSURE REQUIREMENTS APPLICABLE TO SECURITIES WHICH ARE REGISTERED UNDER THE SECURITIES ACT. FURTHERMORE, THE INTERESTS OFFERED ARE NOT SUBJECT TO THE PROTECTIONS OF THE INVESTMENT COMPANY ACT OF 1940.

THE INTERESTS HAVE NOT BEEN RECOMMENDED OR APPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE INTERESTS MAY NOT BE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (UNLESS WAIVED BY THE FUND MANAGER IN ITS SOLE DISCRETION) AN OPINION OF COUNSEL ACCEPTABLE TO THE FUND MANAGER THAT SUCH REGISTRATION IS NOT REQUIRED. TRANSFERABILITY OF THE INTERESTS IS FURTHER RESTRICTED BY THE TERMS OF KGR LLC’S OPERATING AGREEMENT.

INVESTORS SHOULD BE AWARE THAT INVESTING IN SECURITIES SUCH AS THE INTERESTS DESCRIBED HEREIN INVOLVES SUBSTANTIAL RISK, INCLUDING THE RISK OF COMPLETE LOSS, AND THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.



Contact Us

If you would like to find out more about the KGR Series of funds and how to invest, please contact us for further information.