Investment Advisers Act Matters. Such Partner, as well as any direct or indirect beneficial owner of such Partner that would be identified as a “client” under Rule 205-3 under the Investment Advisers Act, is a “qualified client” within the meaning of the Investment Advisers Act and the rules and regulations promulgated thereunder.
Investment Advisers Act Matters. The Subscriber, as well as any direct or indirect beneficial owner of the Subscriber that would be identified as a “client” under Rule 205-3 under the Investment Advisers Act, is a “qualified client” within the meaning of the Investment Advisers Act. The Subscriber agrees that the General Partner and the Partnership may provide in any electronic medium (including via email or website access) any disclosure or document that is required by applicable law to be provided to the Subscriber. In addition, the Subscriber hereby agrees that the Persons designated in the Partnership Agreement to provide Investment Advisers Act approvals on behalf of the Subscriber, including, without limitation, any approvals required under Section 206(3) of the Investment Advisers Act and any consent to a transaction that would result in any “assignment” (within the meaning of the Investment Advisers Act) with respect to the General Partner, are appointed and authorized to do so on behalf of the Subscriber.
Investment Advisers Act Matters. The natural person described in Part I(a) above:
(a) has a net worth (including assets held jointly with such person's spouse) in excess of $2, 100,000, excluding the value of the primary residence of such person, calculated by subtracting from the estimated fair market value of the property the amount of debt secured by the property up to the estimated fair market value of the property; True False
(b) is making a capital commitment to the Partnership of at least $1,000,000; or True False
(c) is a "qualified purchaser" as defined in Section 2(a)(51 )(A) of the u.S. Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (i.e., such person owns at least $5,000,000 ofInvestments as defined in Appendix A hereto). True False reduced in arriving at adjusted gross income pursuant to the provisions of Code § 1202 prior to its repeal by the Tax Reform Act of 1986. 5 For the purposes of this item, references to the "Subscriber" shall include any Person whose interest in, or relationship to, the Subscriber is deemed to make such Person a beneficial owner of the Partnership's voting securities under Rule 13d-3 of the United States Securities Exchange Act of 1934, as amended, and within the meaning of Rule 506(d). Under Rule 13d-3, a Person is a beneficial owner ofa security if, for among other reasons, such Person directly or indirectly has or shares (a) the power to vote or to direct the voting of such security and/or
Investment Advisers Act Matters. (Note that the ability to give a response of "True" to any part of the question below qualifies the Subscriber as a "qualified client" under the United States Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder.) The natural person described in Part I above:
(a) has a net worth (including assets held jointly with such person's spouse) in excess of $2,000,000, excluding the value of the primary residence of such person, calculated by subtracting from the estimated fair market value of the property the amount of debt secured by the property up to the estimated fair market value of the property; True False
(b) is making a commitment to the Partnership of at least $1,000,000; or True False
(c) is a "qualified purchaser" as defined in Section 2(a)(51)(A) of the United States Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (i.e., such person owns at least $5,000,000 of Investments as defined in Appendix A hereto). True False
Investment Advisers Act Matters. False (Note the ability to give a response of "True" to each of questions (b), (c) and (d) below that apply qualifies the Subscriber as a "qualified client" under the Investment Advisers Act.)
(a) The Subscriber is:
Investment Advisers Act Matters. The Subscriber, as well as any other direct or indirect beneficial owner of the Subscriber that would be identified as a "client" under Rule 205-3 of the Investment Advisers Act, is a "qualified client" within the meaning of the Investment Advisers Act and the rules and regulations promulgated thereunder, and either (i) has a net worth (excluding for natural persons, the value of such person's primary residence less the indebtedness secured by such residence, up to the estimated fair market value of such residence) in excess of $2,000,000 (including, for natural persons, assets held . jointly with such person's spouse) or (ii) is. making a direct or indirect Commitment to the Partnership, together with its commitments to other funds managed by H.I.G. Capital, L.L.C., of at least $1,000,000 (recent legislation will require the SEC to determine whether and how to revise this standard to reflect inflation) or (iii) is a "qualified purchaser" as such term is defined under the Investment Company Act and the rules and regulations promulgated thereunder. The Subscriber agrees that the General Partner and the Partnership may provide in any electronic medium (including via email or website access) any disclosure or document that is required by applicable securities laws to be provided to the Subscriber. In addition, the Subscriber hereby agrees that the board or committee designated in the Partnership Agreement to provide Investment Advisers Act approvals on behalf of the Subscriber, including, without limitation, any approvals required under Section 206(3) of the Investment Advisers Act and any consent to a transaction which would result in the "assignment" (within the meaning of the Investment Advisers Act) of the General Partner's interest in the Partnership, is appointed and authorized to do so on behalf of the Subscriber.
Investment Advisers Act Matters. (Note that the ability to give a response of "True" .to the question below qualifies the Subscriber as a "qualified client" under the United States Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder (the "Investment Advisers Act"). F The natural person described in Part I above:
(I) has a net worthf in excess of $2,000,000 (including assets held jointly with such person's spouse); SFor purposes of this item, "joint income" means adjusted gross income as reported for U.S. federal income tax purposes, including any income attributable to a spouse or to property owned by a spouse, increased by the following arriounts (including any amounts attributable to a spouse or to property owned by a spouse): (i) the amount of any tax-exempt interest income under Section 103 ofthe Internal Revenue Code of 1986, as amended (the "Code"), received; (ii) the amount of losses claimed as a limited partner in a limited partnership as reported on Schedule E of Form 1040; (iii) any deduction claimed for depletion under Section 611 et seq. of the Code; (iv) amounts contributed to an Individual Retirement Account (as defined in the Code) or Xxxxx retirement plan; (v) alimony paid; (vi) any elective contributions to a cash or deferred arrangement under Section 401(k) of the Code; and (vii) for applicable taxable years, any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income pursuant to the provisions of Section 1202 of the Code. 6 Recent legislation also authorizes the SEC to make adjustments to the income test once the SEC conducts appropriate rule-making. Investors who qualify to acquire an interest in the Partnership will be allowed to continue to hold that interest even if qualifying standards increase.
Investment Advisers Act Matters. (Note that the ability to give a response of "True" to each of questions (b), (c) and (d) below that apply qualifies the Subscriber as a "qualified client" under the Investment Advisers Act.)
(a) The Subscriber is:
(1) an entity which is registered as an "investment corripany" under the Investment Company Act, or which would be an "investment company" as defined in Section 3(a) of the Investment Company Act if it were not exempt from such definition due to Section 3(c)(l) of the Investment CompanyAct; and/or True x False
(2) a "business development company" as defined in Section 202(a)(22) of the Investment Advisers Act. True X False
(b) If the Subscriber answered "False" to each part of Part III(a) above, the Subscriber (i) has a net worth- in excess of $2,000,000, (ii) is a "qualified purchaser" as defined in Section 2(a)(51)(A) of the Investment Company Act or (iii) is making a commitment to the Partnership, together with its commitments to other funds managed by H.I.G. Capital, L.L.C., of at least $1,000,000. X True False 2 For purposes of this item, "net worth" means the excess of total assets at fair market value, including cash, stock, securities, personal property and real estate (other than your primary residence), over total liabilities (other than a mortgage or other debt secured by your primary residence). In the event that the amount of any mortgage or other indebtedness secured by your primary residence exceeds the fair market value of the residence, that excess liability should also be deducted from your net worth. Any mortgage or indebtedness secured by your primary residence incurred within 60 days before the time of the sale of the securities offered hereunder, other than as a result of the acquisition ofthe primary residence, shall also be deducted from your net worth.
(c) If the Subscriber answered "True" to any part of Part III(a) above (a "Look-Through Entity"), each equity owner of the Subscriber (i) has a net worth! (including, for natural persons, assets held jointly with such person's spouse) in excess of $2,000,000, (ii) is a "qualified purchaser" as defined in Section 2(a)(51)(A) of the Investment Company Act or (iii) is making a direct or indirect commitment to the Partnership, together with its commitments to other funds managed by X.XX. Capital, L.L.C., of at least $1,000,000. True False
(d) If the Subscriber is a Look-Through Entity and any direct or indirect equity owner of the Subscriber is also a Look-Through Entity, each...
Investment Advisers Act Matters. The Subscriber understands and agrees that the Sponsor is not registered and does not intend to register as an investment adviser under the Investment Advisers Act of 1940, as amended.
Investment Advisers Act Matters. The Subscriber agrees that the Fund or the Management Company may provide in any electronic medium (including via email or website access) any disclosure or document that is required by applicable law to be provided to the Subscriber. In addition, the Subscriber hereby agrees that the Management Company designated in the Offering Document to provide approvals on behalf of the Subscriber is appointed and authorized to do so on behalf of the Subscriber, including, without limitation, any approvals required under Section 205(a) and/or 206(3) of the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Investment Advisers Act”) (including any consent to a transaction that would result in any “assignment” (within the meaning of the Investment Advisers Act) with respect to the Fund, the Management Company, or any investment advisory affiliate of the Fund).
