As a condition to investment in a venture fund or a private equity fund, an ERISA plan investor may require the fund to provide an annual venture capital operating company, or VCOC, certification stating that the fund qualifies as a VCOC and is deemed not to hold "plan assets" subject to ERISA. A fund will be a VCOC if (a) at least fifty percent (50%) of the fund’s portfolio investments (as determined on the fund’s annual valuation date) are venture capital investments in operating companies for which the fund has management rights, and (b) the fund has and exercises substantial management rights in at least one of its portfolio companies.