Representations, Warranties and Covenants of Subscriber. As an inducement to the General Partner on behalf of the Partnership to sell me the Units for which I have subscribed I hereby represent, warrant and agree as follows: (a) I am over 21 years old, am legally competent to execute this Subscription Agreement and have received and reviewed the Memorandum and the Partnership’s most recent monthly statement and annual report, if any, and except as set forth in the Memorandum, no representations or warranties have been made to me by the Partnership, its General Partner or their agents, with respect to the business of the Partnership, the financial condition of the Partnership, the deductibility of any item for tax purposes or the economic, tax, or any other aspects or consequences of a purchase of a Unit, and I have not relied upon any information concerning the offering, written or oral, other than that contained in the Memorandum or provided by the General Partner at my request. In addition, I have been represented by such legal and tax counsel and others selected by me as I have found it necessary to consult concerning this transaction. I am in compliance with all federal and state regulatory requirements applicable to this investment. With respect to the tax aspects of my investment, I am relying upon the advice of my own personal tax advisors and upon my own knowledge with respect thereto. (b) I have carefully reviewed the various conflicts of interest set forth in the Memorandum, including those arising from the fact that the General Partner is an affiliate of CGM, the selling agent and commodity broker/dealer for the Partnership. (c) I hereby acknowledge and agree to the terms of the Customer Agreement between the Partnership and CGM and to payment to CGM of the flat rate brokerage fee as described in the Memorandum. I understand that lower brokerage fees might be available, but that the General Partner will not negotiate with CGM or any other broker to obtain such lower rates. (d) The Partnership has made available to me, prior to the date hereof, the opportunity to ask questions of, and to receive answers from, the General Partner and its representatives, concerning the terms and conditions of the offering, and has afforded me access to obtain any information, documents, financial statements, records and books (i) relating to the Partnership, its business, the offering and an investment in the Partnership, and (ii) necessary to verify the accuracy of any information, documents, financial statements, records and books furnished in connection with the offering. All materials and information requested by me, including any information requested to verify any information furnished, have been made available and have been examined to my satisfaction. (e) I understand that the Partnership offering has not been registered under the Securities Act of 1933, as amended (the “Act”), or pursuant to the provisions of the securities or other laws of certain jurisdictions, in reliance on exemptions for private offerings contained in the Act and in the laws of certain jurisdictions. I am fully aware of the restrictions on sale, transferability and assignment of the Units as set forth in the Limited Partnership Agreement, and that I must bear the economic risk of my investment in the Partnership for an indefinite period of time because the offering has not been registered under the Act. I understand that the Units cannot be offered or sold unless they are subsequently registered under the Act or an exemption from such registration is available, and that any transfer requires the consent of the General Partner, who may determine not to permit any specific transfer. (f) I represent that I am aware of the speculative nature of this investment and of the high degree of risk involved, that I can bear the economic risks of this investment and can afford a complete loss of my investment. As evidence of the foregoing, I hereby represent to you that I: (i) have sufficient liquid assets to pay the purchase price for my interest in the Partnership; (ii) have adequate means of providing for my current needs and possible personal contingencies and have no present need for liquidity of my investment in the Partnership; (iii) have adequate net worth and sufficient means to sustain a complete loss of my investment in the Partnership; (iv) either (A) I am an accredited investor as defined in Rule 501 (a) of the Act, the terms of which are set forth in Exhibit I to this Subscription Agreement by virtue of the subparagraph indicated on page B-6 or (B) I have a net worth (exclusive of home, furnishings and automobiles) at least three times my investment in the Partnership or my actual gross income for the last two calendar years was, and my projected gross income for the current calendar year will be, not less than three times my investment in the Partnership for each year; (v) have substantial experience in making similar investments; (vi) have, alone or with my purchaser representative, sufficient knowledge to be able to evaluate the merits and risks of this investment; and (vii) have made this decision to invest in the Partnership based on my own or my purchaser representative’s independent evaluation. (g) I will not transfer or assign this Subscription Agreement, or any of my interest herein. I am acquiring my interest in the Partnership hereunder for my own account and for investment purposes only and not with a view to or for the transfer, assignment, resale or distribution thereof, in whole or in part. I have no present plans to enter into any such contract, undertaking, agreement or arrangement. I understand that the General Partner may in its absolute discretion require any limited partner to redeem all or part of his Units, upon ten days’ notice to such limited partner. (h) If I am not a citizen or resident of the United States for U.S. tax purposes, I agree to pay or reimburse CGM or the Partnership for any taxes, including but not limited to withholding tax imposed with respect to my Units. (i) I understand that as part of the Partnership’s responsibility for the prevention of money laundering, CGM or the general partner may require a detailed verification of identity and the source of payment. In the event of delay or failure by me to produce any information required for verification purposes, the general partner may refuse to accept my application and subscription funds relating thereto or may refuse to process a redemption request until proper information has been provided. (j) FOR ALL ACCREDITED INVESTORS. I hereby represent and affirm that (i) I have a net worth alone or with my spouse exceeding 10 times my investment; (ii) I have either alone or with my professional advisor the capacity to protect my interests in connection with this transaction or (iii) I am able to bear the economic risk of the investment. (k) I represent that the information contained herein is complete and accurate as of the date hereof and may be relied upon by the General Partner. I further represent that I will notify the General Partner immediately of any adverse change in any such information which may occur prior to the acceptance of my subscription and will promptly send the General Partner written confirmation thereof. (l) If I am a collective investment vehicle, I am in compliance with all applicable Federal regulatory requirements including the registration rules of the Commodity Futures Trading Commission (“CFTC”).
Appears in 1 contract
Samples: Subscription Agreement (Smith Barney Bristol Energy Fund Lp)
Representations, Warranties and Covenants of Subscriber. As an inducement to the General Partner on behalf of the Partnership to sell me the Units for which I have subscribed I hereby represent, warrant and agree as follows:
(a) I am over 21 years old, am legally competent to execute this Subscription Agreement and have received and reviewed the Memorandum and the Partnership’s most recent monthly statement and annual report, if any, and except as set forth in the Memorandum, no representations or warranties have been made to me by the selling agent indicated by check-mark on the cover of this Subscription Agreement (the “Selling Agent”), the Partnership, its General Partner or their agents, with respect to the business of the Partnership, the financial condition of the Partnership, the deductibility of any item for tax purposes or the economic, tax, or any other aspects or consequences of a purchase of a Unit, and I have not relied upon any information concerning the offering, written or oral, other than that contained in the Memorandum or provided by the General Partner (as the same may have been relayed to me by the Selling Agent) at my request. In addition, I have been represented by such legal and tax counsel and others selected by me as I have found it necessary to consult concerning this transaction. I am in compliance with all federal and state regulatory requirements applicable to this investment. With respect to the tax aspects of my investment, I am relying upon the advice of my own personal tax advisors and upon my own knowledge with respect thereto.
(b) I have carefully reviewed the various conflicts of interest set forth in the Memorandum, including those arising from the fact that the General Partner is an affiliate of indirectly owned by CGM, the a selling agent and the commodity broker/dealer for the Partnership, and is an affiliate of MSSB, a selling agent for the Partnership.
(c) I am authorized, and the individual or individuals signing this Agreement are empowered to enter into this Subscription Agreement and become a limited partner in the Partnership.
(d) I hereby acknowledge and agree to the terms of the Customer Agreement between the Partnership and CGM and to the payment to CGM of the flat rate brokerage fee as described in the Memorandum. I understand that lower brokerage fees might be available, but that the General Partner will not negotiate with CGM or any other broker to obtain such lower rates. I further understand that MSSB will be compensated by a payment of a portion of the brokerage fee received by CGM that is calculated based on the number of limited partners in the Partnership that are customers of MSSB. Additionally, I hereby acknowledge and agree to the payment to the General Partner of an administrative fee as described in the Memorandum.
(de) The Partnership has made available to me, prior to the date hereof, the opportunity to ask questions of, and to receive answers from, the General Partner and its representatives, concerning the terms and conditions of the offering, and has afforded me access to obtain any information, documents, financial statements, records and books (i) relating to the Partnership, its business, the offering and an investment in the Partnership, and (ii) necessary to verify the accuracy of any information, documents, financial statements, records and books furnished in connection with the offering. All materials and information requested by me, including any information requested to verify any information furnished, have been made available and have been examined to my satisfaction.
(ef) I understand that the Partnership offering has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or pursuant to the provisions of the securities or other laws of certain jurisdictions, in reliance on exemptions for private offerings contained in the Securities Act and in the laws of certain jurisdictions. I am fully aware of the restrictions on sale, transferability and assignment of the Units as set forth in the Limited Partnership Agreement (the “Partnership Agreement”) of the Partnership as amended from time to time, and that I must bear the economic risk of my investment in the Partnership for an indefinite period of time because the offering has not been registered under the Securities Act. I understand that the Units cannot be offered or sold unless they are subsequently registered under the Securities Act or an exemption from such registration is available, and that any transfer requires the consent of the General Partner, who may determine not to permit any specific transfer.
(fg) I hereby represent that I am aware of the speculative nature of this investment and of the high degree of risk involved, that I can bear the economic risks of this investment and that I can afford a complete loss of my investment. As evidence of the foregoing, I hereby represent to you that I: :
(i) have sufficient liquid assets to pay the purchase price for my interest in the Partnership; ;
(ii) have adequate means of providing for my current needs and possible personal contingencies and have no present need for liquidity of my investment in the Partnership; ;
(iii) have adequate net worth and sufficient means to sustain a complete loss of my investment in the Partnership; ;
(iv) either (A) I am an accredited investor as defined in Rule 501 (a) of the Act, the terms of which are set forth in Exhibit I to this Subscription Agreement by virtue of the subparagraph indicated on page B-6 or (B) I have a net worth (exclusive of home, furnishings and automobiles) at least three times my investment in the Partnership or my actual gross income for the last two calendar years was, and my projected gross income for the current calendar year will be, not less than three times my investment in the Partnership for each year; (v) have substantial experience in making similar investments; ;
(viv) have, alone or with my purchaser representative, have sufficient knowledge to be able to evaluate the merits and risks of this investment; and ;
(viivi) have made this decision to invest in the Partnership based on my own or my purchaser representative’s independent evaluation;
(vii) (x) am an accredited investor as defined in Rule 501(a) of the Securities Act; and (y) am a qualified eligible person as defined in Commodity Futures Trading Commission (“CFTC”) Rule 4.7. See Exhibit I for the terms of these qualifications.
(gh) I will not transfer or assign this Subscription Agreement, or any of my interest herein. I am acquiring my interest in the Partnership hereunder for my own account and for investment purposes only and not with a view to or for the transfer, assignment, resale or distribution thereof, in whole or in part. I have no present plans to enter into any such contract, undertaking, agreement or arrangement. I understand that, by making an investment in the Partnership, I will be a limited partner. I understand that the General Partner may in its absolute discretion require any limited partner to redeem all or part of his Units, upon ten 10 days’ notice to such limited partner.
(hi) If I am not a citizen or resident of the United States for U.S. tax purposes, I agree to pay or reimburse CGM CGM, MSSB or the Partnership for any taxes, including but not limited to withholding tax imposed with respect to my Units.
(ij) If I am a collective investment vehicle, I am in compliance with all applicable Federal regulatory requirements including the registration rules of the CFTC.
(k) I understand that as part of the Partnership’s responsibility for the prevention of money laundering, CGM CGM, MSSB or the general partner General Partner may require a detailed verification of identity and the source of payment. In the event of delay or failure by me to produce any information required for verification purposes, the general partner General Partner may refuse to accept my application and subscription funds relating thereto or may refuse to process a redemption request until proper information has been provided.
(jl) FOR ALL ACCREDITED INVESTORS. I hereby represent and affirm that (i) I have a net worth worth, either alone or with my spouse spouse, exceeding 10 ten (10) times my investment; , or (ii) I have have, either alone or with my professional advisor advisor, the capacity to protect my interests in connection with this transaction transaction, or (iii) I am able to bear the economic risk of the this investment.
(km) I hereby represent that the information contained herein is complete and accurate as of the date hereof and may be relied upon by the General Partner. I further represent that I will notify the General Partner immediately of any adverse change in any such information which may occur prior to the acceptance of my subscription and will promptly send the General Partner written confirmation thereof.
(ln) If I am a collective investment vehicle, I am in compliance with all applicable Federal regulatory requirements including understand that my subscription payment must be received by the registration rules of Partnership on or before the Commodity Futures Trading Commission (“CFTC”)specified settlement date.
Appears in 1 contract
Representations, Warranties and Covenants of Subscriber. As an inducement to the General Partner on behalf of the Partnership to sell me the Units for which I have subscribed I hereby represent, warrant and agree as follows:
(a) I am over 21 years old, am legally competent to execute this Subscription Agreement and have received and reviewed the Memorandum and and, if this purchase is made during the Continuous Offering, the Partnership’s 's most recent monthly statement and annual report, if any, and except as set forth in the Memorandum, no representations or warranties have been made to me by the Partnership, its General Partner or their agents, with respect to the business of the Partnership, the financial condition of the Partnership, the deductibility of any item for tax purposes or the economic, tax, or any other aspects or consequences of a purchase of a Unit, and I have not relied upon any information concerning the offering, written or oral, other than that contained in the Memorandum or provided by the General Partner at my request. In addition, I have been represented by such legal and tax counsel and others selected by me as I have found it necessary to consult concerning this transaction. I am in compliance with all federal and state regulatory requirements applicable to this investment. With respect to the tax aspects of my investment, I am relying upon the advice of my own personal tax advisors and upon my own knowledge with respect thereto.
(b) I have carefully reviewed the various conflicts of interest set forth in the Memorandum, including those arising from the fact that the General Partner is an affiliate of CGMSSB, the selling agent and commodity broker/dealer for the Partnership.
(c) I hereby acknowledge and agree to the terms of the Customer Agreement between the Partnership and CGM SSB and to payment to CGM SSB of the flat rate brokerage fee as described in the Memorandum. I understand that lower brokerage fees might be available, but that the General Partner will not negotiate with CGM SSB or any other broker to obtain such lower rates.
(d) The Partnership has made available to me, prior to the date hereof, the opportunity to ask questions of, and to receive answers from, the General Partner and its representatives, concerning the terms and conditions of the offering, and has afforded me access to obtain any information, documents, financial statements, records and books (i) relating relative to the Partnership, its business, the offering and an investment in the Partnership, and (ii) necessary to verify the accuracy of any information, documents, financial statements, records and books furnished in connection with the offering. All materials and information requested by me, including any information requested to verify any information furnished, have been made available and have been examined to my satisfaction.
(e) I understand that the Partnership offering has not been registered under the Securities Act of 1933, as amended (the “"Act”"), or pursuant to the provisions of the securities or other laws of certain jurisdictions, in reliance on exemptions for private offerings contained in the Act and in the laws of certain jurisdictions. I am fully aware of the restrictions on sale, transferability and assignment of the Units as set forth in the Limited Partnership Agreement, and that I must bear the economic risk of my investment in the Partnership for an indefinite period of time because the offering has not been registered under the Act. I understand that the Units cannot be offered or sold unless they are subsequently registered under the Act or an exemption from such registration is available, and that any transfer requires the consent of the General Partner, who may determine not to permit any specific transfer.
(f) I represent that I am aware of the speculative nature of this investment and of the high degree of risk involved, that I can bear the economic risks of this investment and can afford a complete loss of my investment. As evidence of the foregoing, I hereby represent to you that I: (i) have sufficient liquid assets to pay the purchase price for my interest in the Partnership; (ii) have adequate means of providing for my current needs and possible personal contingencies and have no present need for liquidity of my investment in the Partnership; (iii) have adequate net worth and sufficient means to sustain a complete loss of my investment in the Partnership; and (iv) either (Aa) I am an accredited investor as defined in Rule 501 (a) of the Act, the terms of which are set forth in Exhibit I to this Subscription Agreement by virtue of the subparagraph indicated on page B-6 7 or (Bb) I have a net worth (exclusive of home, furnishings and automobiles) at least three times my investment in the Partnership or my actual gross income for the last two calendar years was, and my projected gross income for the current calendar year will be, not less than three times my investment in the Partnership for each year; (v) have substantial experience in making similar investments; (vi) have, alone or with my purchaser representative, sufficient knowledge to be able to evaluate the merits and risks of this investment; and (vii) have made this decision to invest in the Partnership based on my own or my purchaser representative’s independent evaluation.
(g) I will not transfer or assign this Subscription Agreement, or any of my interest herein. I am acquiring my interest in the Partnership hereunder for my own account and for investment purposes only and not with a view to or for the transfer, assignment, resale or distribution thereof, in whole or in part. I have no present plans to enter into any such contract, undertaking, agreement or arrangement. I understand that the General Partner may in its absolute discretion require any limited partner to redeem all or part of his Units, upon ten days’ ' notice to such limited partner.
(h) If I am not a citizen or resident of the United States for U.S. tax purposes, I agree to pay or reimburse CGM SSB or the Partnership for any taxes, including but not limited to withholding tax imposed with respect to my Units.
(i) I understand that as part of the Partnership’s responsibility for the prevention of money laundering, CGM or the general partner may require a detailed verification of identity and the source of payment. In the event of delay or failure by me to produce any information required for verification purposes, the general partner may refuse to accept my application and subscription funds relating thereto or may refuse to process a redemption request until proper information has been provided.
(j) FOR ALL ACCREDITED INVESTORS. I Subscriber hereby represent represents and affirm affirms that (i) I have Subscriber has a net worth alone or with my spouse exceeding 10 ten (10) times my investment; Subscriber's investment or (ii) I have Subscriber has either alone or with my Subscriber's professional advisor the capacity to protect my Subscriber's interests in connection with this transaction or (iii) I am Subscriber is able to bear the economic risk of the investment.
(kj) I represent Subscriber represents that the information contained herein is complete and accurate as of the date hereof and may be relied upon by the General Partner. I Subscriber further represent represents that I Subscriber will notify the General Partner immediately of any adverse change in any such information which may occur prior to the acceptance of my Subscriber's subscription and will promptly send the General Partner written confirmation thereof.
(lk) If I am a collective investment vehicle, I am in compliance with all applicable Federal regulatory requirements including the registration rules of the Commodity Futures Trading Commission (“CFTC”).
Appears in 1 contract
Samples: Subscription Agreement (Salomon Smith Barney Fairfield Futures Fund L P)
Representations, Warranties and Covenants of Subscriber. As an inducement to the General Partner on behalf of the Partnership to sell me the Units for which I have subscribed I hereby represent, warrant and agree as follows:
(a) I am over 21 years old, am legally competent to execute this Subscription Agreement and have received and reviewed the Memorandum and and, if this purchase is made during the Continuous Offering, the Partnership’s 's most recent monthly statement and annual report, if any, and except as set forth in the Memorandum, no representations or warranties have been made to me by the Partnership, its General Partner or their agents, with respect to the business of the Partnership, the financial condition of the Partnership, the deductibility of any item for tax purposes or the economic, tax, or any other aspects or consequences of a purchase of a Unit, and I have not relied upon any information concerning the offering, written or oral, other than that contained in the Memorandum or provided by the General Partner at my request. In addition, I have been represented by such legal and tax counsel and others selected by me as I have found it necessary to consult concerning this transaction. I am in compliance with all federal and state regulatory requirements applicable to this investment. With respect to the tax aspects of my investment, I am relying upon the advice of my own personal tax advisors and upon my own knowledge with respect thereto.
(b) I have carefully reviewed the various conflicts of interest set forth in the Memorandum, including those arising from the fact that the General Partner is an affiliate of CGM, the selling agent and commodity broker/dealer for the Partnership.
(c) I hereby acknowledge and agree to the terms of the Customer Agreement between the Partnership and CGM and to payment to CGM of the flat rate brokerage fee as described in the Memorandum. I understand that lower brokerage fees might be available, but that the General Partner will not negotiate with CGM or any other broker to obtain such lower rates.
(d) The Partnership has made available to me, prior to the date hereof, the opportunity to ask questions of, and to receive answers from, the General Partner and its representatives, concerning the terms and conditions of the offering, and has afforded me access to obtain any information, documents, financial statements, records and books (i) relating relative to the Partnership, its business, the offering and an investment in the Partnership, and (ii) necessary to verify the accuracy of any information, documents, financial statements, records and books furnished in connection with the offering. All materials and information requested by me, including any information requested to verify any information furnished, have been made available and have been examined to my satisfaction.
(e) I understand that the Partnership offering has not been registered under the Securities Act of 1933, as amended (the “"Act”"), or pursuant to the provisions of the securities or other laws of certain jurisdictions, in reliance on exemptions for private offerings contained in the Act and in the laws of certain jurisdictions. I am fully aware of the restrictions on sale, transferability and assignment of the Units as set forth in the Limited Partnership Agreement, and that I must bear the economic risk of my investment in the Partnership for an indefinite period of time because the offering has not been registered under the Act. I understand that the Units cannot be offered or sold unless they are subsequently registered under the Act or an exemption from such registration is available, and that any transfer requires the consent of the General Partner, who may determine not to permit any specific transfer.
(f) I represent that I am aware of the speculative nature of this investment and of the high degree of risk involved, that I can bear the economic risks of this investment and can afford a complete loss of my investment. As evidence of the foregoing, I hereby represent to you that I: (i) have sufficient liquid assets to pay the purchase price for my interest in the Partnership; (ii) have adequate means of providing for my current needs and possible personal contingencies and have no present need for liquidity of my investment in the Partnership; (iii) have adequate net worth and sufficient means to sustain a complete loss of my investment in the Partnership; and (iv) either (Aa) I am an accredited investor as defined in Rule 501 (a) of the Act, the terms of which are set forth in Exhibit I to this Subscription Agreement by virtue of the subparagraph indicated on page B-6 7 or (Bb) I am a resident of Arkansas or Illinois and I am an accredited investor as that term is defined under the law of my state of residence set forth in Exhibit II or III to this Subscription Agreement by virtue of the subparagraph(s) indicated in the Exhibit or (c) I have a net worth (exclusive of home, furnishings and automobiles) at least three times my investment in the Partnership or my actual gross income for the last two calendar years was, and my projected gross income for the current calendar year will be, not less than three times my investment in the Partnership for each year; (v) have substantial experience in making similar investments; (vi) have, alone or with my purchaser representative, sufficient knowledge to be able to evaluate the merits and risks of this investment; and (vii) have made this decision to invest in the Partnership based on my own or my purchaser representative’s independent evaluation.
(g) I will not transfer or assign this Subscription Agreement, or any of my interest herein. I am acquiring my interest in the Partnership hereunder for my own account and for investment purposes only and not with a view to or for the transfer, assignment, resale or distribution thereof, in whole or in part. I have no present plans to enter into any such contract, undertaking, agreement or arrangement. I understand that the General Partner may in its absolute discretion require any limited partner to redeem all or part of his Units, upon ten (10) days’ ' notice to such limited partner.
(h) If I am not a citizen or resident of the United States for U.S. tax purposes, I agree to pay or reimburse CGM or the Partnership for any taxes, including but not limited to withholding tax imposed with respect to my Units.
(i) I understand that as part of the Partnership’s responsibility for the prevention of money laundering, CGM or the general partner may require a detailed verification of identity and the source of payment. In the event of delay or failure by me to produce any information required for verification purposes, the general partner may refuse to accept my application and subscription funds relating thereto or may refuse to process a redemption request until proper information has been provided.
(j) FOR ALL ACCREDITED INVESTORS. I hereby represent and affirm that (i) I have a net worth alone or with my spouse exceeding 10 times my investment; (ii) I have either alone or with my professional advisor the capacity to protect my interests in connection with this transaction or (iii) I am able to bear the economic risk of the investment.
(k) I represent that the information contained herein is complete and accurate as of the date hereof and may be relied upon by the General Partner. I further represent that I will notify the General Partner immediately of any adverse change in any such information which may occur prior to the acceptance of my subscription and will promptly send the General Partner written confirmation thereof.
(l) If I am a collective investment vehicle, I am in compliance with all applicable Federal regulatory requirements including the registration rules of the Commodity Futures Trading Commission (“CFTC”)Commission.
Appears in 1 contract
Samples: Subscription Agreement (Smith Barney Potomac Futures Fund Lp)
Representations, Warranties and Covenants of Subscriber. As an inducement to the General Partner on behalf of the Partnership to sell me the Units for which I have subscribed I hereby represent, warrant and agree as follows:
(a) I am over 21 years old, am legally competent to execute this Subscription Agreement and have received and reviewed the Memorandum and the Partnership’s most recent monthly statement and annual report, if any, and except as set forth in the Memorandum, no representations or warranties have been made to me by the selling agent indicated by check-xxxx on the cover of this Subscription Agreement (the “Selling Agent”), the Partnership, its General Partner or their agents, with respect to the business of the Partnership, the financial condition of the Partnership, the deductibility of any item for tax purposes or the economic, tax, or any other aspects or consequences of a purchase of a Unit, and I have not relied upon any information concerning the offering, written or oral, other than that contained in the Memorandum or provided by the General Partner (as the same may have been relayed to me by the Selling Agent) at my request. In addition, I have been represented by such legal and tax counsel and others selected by me as I have found it necessary to consult concerning this transaction. I am in compliance with all federal and state regulatory requirements applicable to this investment. With respect to the tax aspects of my investment, I am relying upon the advice of my own personal tax advisors and upon my own knowledge with respect thereto.
(b) I have carefully reviewed the various conflicts of interest set forth in the Memorandum, including those arising from the fact that the General Partner is an affiliate of indirectly owned by CGM, the a selling agent and the commodity broker/dealer for the Partnership, and is an affiliate of MSSB, a selling agent for the Partnership.
(c) I hereby acknowledge and agree to the terms of the Customer Agreement between the Partnership and CGM and to the payment to CGM of the flat rate brokerage fee as described in the Memorandum. I understand that lower brokerage fees might be available, but that the General Partner will not negotiate with CGM or any other broker to obtain such lower rates. I further understand that MSSB will be compensated by a payment of a portion of the flat rate brokerage fee received by CGM that is calculated based on the number of limited partners in the Partnership that are customers of MSSB.
(d) The Partnership has made available to me, prior to the date hereof, the opportunity to ask questions of, and to receive answers from, the General Partner and its representatives, concerning the terms and conditions of the offering, and has afforded me access to obtain any information, documents, financial statements, records and books (i) relating to the Partnership, its business, the offering and an investment in the Partnership, and (ii) necessary to verify the accuracy of any information, documents, financial statements, records and books furnished in connection with the offering. All materials and information requested by me, including any information requested to verify any information furnished, have been made available and have been examined to my satisfaction.
(e) I understand that the Partnership offering has not been registered under the Securities Act of 1933, as amended (the “Act”), or pursuant to the provisions of the securities or other laws of certain jurisdictions, in reliance on exemptions for private offerings contained in the Act and in the laws of certain jurisdictions. I am fully aware of the restrictions on sale, transferability and assignment of the Units as set forth in the Limited Partnership Agreement (the “Partnership Agreement”) of the Partnership as amended from time to time, and that I must bear the economic risk of my investment in the Partnership for an indefinite period of time because the offering has not been registered under the Act. I understand that the Units cannot be offered or sold unless they are subsequently registered under the Act or an exemption from such registration is available, available and that any transfer requires the consent of the General Partner, who may determine not to permit any specific transfer.
(f) I represent that I am aware of the speculative nature of this investment and of the high degree of risk involved, that I can bear the economic risks of this investment and that I can afford a complete loss of my investment. As evidence of the foregoing, I hereby represent to you that I: (i) have sufficient liquid assets to pay the purchase price for my interest in the Partnership; (ii) have adequate means of providing for my current needs and possible personal contingencies and have no present need for liquidity of my investment in the Partnership; (iii) have adequate net worth and sufficient means to sustain a complete loss of my investment in the Partnership; (iv) either (Aa) I am an accredited investor as defined in Rule 501 (a501(a) of the Act, the terms of which are set forth in Exhibit I to this Subscription Agreement by virtue of the subparagraph indicated on page B-6 B-8 or (Bb) I have a net worth (exclusive of home, furnishings and automobiles) at least three times my investment in the Partnership or my actual gross income for the last two calendar years was, and my projected gross income for the current calendar year will be, not less than three times my investment in the Partnership for each year; (v) have substantial experience in making similar investments; (vi) have, alone or with my purchaser representative, sufficient knowledge to be able to evaluate the merits and risks of this investment; and (vii) have made this the decision to invest in the Partnership based on my own or my purchaser representative’s independent evaluation.
(g) I will not transfer or assign this Subscription Agreement, or any of my interest herein. I am acquiring my interest in the Partnership hereunder for my own account and for investment purposes only and not with a view to or for the transfer, assignment, resale or distribution thereof, in whole or in part. I have no present plans to enter into any such contract, undertaking, agreement or arrangement. I understand that, by making an investment in the Partnership, I will be a limited partner. I understand that the General Partner may in its absolute discretion require any limited partner to redeem all or part of his Units, upon ten days’ notice to such limited partner.
(h) If I am not a citizen or resident of the United States for U.S. tax purposes, I agree to pay or reimburse CGM CGM, MSSB or the Partnership for any taxes, including but not limited to withholding tax imposed with respect to my Units.
(i) I understand that as part of the Partnership’s responsibility for the prevention of money laundering, CGM CGM, MSSB or the general partner General Partner may require a detailed verification of identity and the source of payment. In the event of delay or failure by me to produce any information required for verification purposes, the general partner General Partner may refuse to accept my application and subscription funds relating thereto or may refuse to process a redemption request until proper information has been provided.
(j) FOR ALL MAINE INVESTORS. THESE SECURITIES ARE BEING SOLD PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE BANK SUPERINTENDENT OF THE STATE OF MAINE UNDER SECTION 10502(2)(R) OF TITLE 32 OF THE MAINE REVISED STATUTES. THESE SECURITIES MAY BE DEEMED RESTRICTED SECURITIES AND AS SUCH THE HOLDER MAY NOT BE ABLE TO RESELL THE SECURITIES UNLESS PURSUANT TO REGISTRATION UNDER STATE OR FEDERAL SECURITIES LAWS OR UNLESS AN EXEMPTION UNDER SUCH LAW EXISTS.
(k) FOR NON-ACCREDITED INVESTORSINVESTORS WHO RESIDE IN, RECEIVE OFFERS FROM OR MAKE PURCHASES IN THE STATES OF ALABAMA OR KANSAS. I hereby represent and affirm that (i) I have a net worth alone or with my spouse (exclusive of principal residence, its furnishings and personal automobiles) exceeding 10 five (5) times my investment; (ii) I have either alone or with my professional advisor the capacity to protect my interests in connection with this transaction or (iii) I am able to bear the economic risk of the investment.
(k) I represent that the information contained herein is complete and accurate as of the date hereof and may be relied upon by the General Partner. I further represent that I will notify the General Partner immediately of any adverse change in any such information which may occur prior to the acceptance of my subscription and will promptly send the General Partner written confirmation thereof.
(l) If FOR NON-ACCREDITED INVESTORS WHO RESIDE IN, RECEIVE OFFERS FORM OR MAKE PURCHASES IN THE STATE OF KENTUCKY. I hereby represent and affirm that I have a net worth exceeding ten (10) times my investment.
(m) FOR NON-ACCREDITED INVESTORS WHO RESIDE IN, RECEIVE OFFERS FROM OR MAKE PURCHASES IN THE STATE OF MAINE. I hereby represent and affirm that I have (i) a minimum net worth (exclusive of home, home furnishing and automobiles) of $200,000 or (ii) a minimum net worth (exclusive of home, home furnishings and automobiles) of $50,000 and a minimum annual gross income of $50,000.
(n) FOR NON-ACCREDITED INVESTORS WHO RESIDE IN, RECEIVE OFFERS FROM OR MAKE PURCHASES IN THE STATE OF MISSOURI. I hereby represent and affirm that I have a net worth exceeding five (5) times my investment.
(o) FOR ALL INVESTORS WHO RESIDE IN, RECEIVE OFFERS FROM OR MAKE PURCHASES IN THE STATE OF NEW HAMPSHIRE. I hereby warrant that I have (i) net worth, exclusive of home, home furnishings and automobiles of $250,000 or (ii) net worth, exclusive of home, home furnishings and automobiles of $125,000 and $50,000 of taxable income.
(p) FOR ALL INVESTORS WHO RESIDE IN, RECEIVE OFFERS FROM OR MAKE PURCHASES IN THE STATE OF NORTH CAROLINA (SUITABILITY STANDARDS FOR A FIDUCIARY ACCOUNT MAY BE MET BY THE FIDUCIARY, THE ACCOUNT OR THE DONOR). I hereby represent and affirm that I am making an initial cash payment of at least $5,000 and I have either (i) a collective investment vehicleminimum net worth (exclusive of home, I am home furnishings and automobiles) of $60,000 and a taxable income in compliance with all applicable Federal regulatory requirements including the registration rules last tax year or estimated in the current tax year of the Commodity Futures Trading Commission $60,000 or (“CFTC”)ii) a minimum net worth (exclusive of home, home furnishings and automobiles) of $225,000.
(q) FOR ACCREDITED INVESTORS WHICH ARE GENERAL PARTNERSHIPS AND RESIDE IN, RECEIVE OFFERS FROM OR MAKE PURCHASES IN THE STATE OF
Appears in 1 contract
Representations, Warranties and Covenants of Subscriber. As an inducement to the General Partner on behalf of the Partnership to sell me the Units for which I have subscribed I hereby represent, warrant and agree as follows:
(a) I am over 21 years old, am legally competent to execute this Subscription Agreement and have received and reviewed the Memorandum and the Partnership’s most recent monthly statement and annual report, if any, and except as set forth in the Memorandum, no representations or warranties have been made to me by the Placement Agent, the Partnership, its General Partner or their agents, with respect to the business of the Partnership, the financial condition of the Partnership, the deductibility of any item for tax purposes or the economic, tax, or any other aspects or consequences of a purchase of a Unit, and I have not relied upon any information concerning the offering, written or oral, other than that contained in the Memorandum or provided by the General Partner (as the same may have been relayed to me by the Placement Agent) at my request. In addition, I have been represented by such legal and tax counsel and others selected by me as I have found it necessary to consult concerning this transaction. I am in compliance with all federal and state regulatory requirements applicable to this investment. With respect to the tax aspects of my investment, I am relying upon the advice of my own personal tax advisors and upon my own knowledge with respect thereto.
(b) I have carefully reviewed the various conflicts of interest set forth in the Memorandum, including those arising from the fact that the General Partner is an affiliate of indirectly owned by Citigroup Global Markets Inc., a New York corporation (“CGM”), which serves as the selling agent and commodity broker/dealer for the Partnership.
(c) I hereby acknowledge and agree to the terms of the Customer Agreement between the Partnership and CGM and to the payment to CGM of the flat rate brokerage fee as described in the Memorandum. I understand that lower brokerage fees might be available, but that the General Partner will not negotiate with CGM or any other broker to obtain such lower rates. I further understand that, under the terms of the Placement Agreement by and among the Partnership, CGM and the Placement Agent, the Placement Agent will be compensated by a payment of a portion of the flat rate brokerage fee received by CGM that is calculated based on the number of limited partners in the Partnership that are customers of the Placement Agent.
(d) The Partnership has made available to me, prior to the date hereof, the opportunity to ask questions of, and to receive answers from, the General Partner and its representatives, concerning the terms and conditions of the offering, and has afforded me access to obtain any information, documents, financial statements, records and books (i) relating to the Partnership, its business, the offering and an investment in the Partnership, and (ii) necessary to verify the accuracy of any information, documents, financial statements, records and books furnished in connection with the offering. All materials and information requested by me, including any information requested to verify any information furnished, have been made available and have been examined to my satisfaction.
(e) I understand that the Partnership offering has not been registered under the Securities Act of 1933, as amended (the “Act”), or pursuant to the provisions of the securities or other laws of certain jurisdictions, in reliance on exemptions for private offerings contained in the Act and in the laws of certain jurisdictions. I am fully aware of the restrictions on sale, transferability and assignment of the Units as set forth in the Limited limited partnership agreement (the “Partnership Agreement”) of the Partnership, as amended from time to time, and that I must bear the economic risk of my investment in the Partnership for an indefinite period of time because the offering has not been registered under the Act. I understand that the Units cannot be offered or sold unless they are subsequently registered under the Act or an exemption from such registration is available, and that any transfer requires the consent of the General Partner, who may determine not to permit any specific transfer.
(f) I represent that I am aware of the speculative nature of this investment and of the high degree of risk involved, that I can bear the economic risks of this investment and that I can afford a complete loss of my investment. As evidence of the foregoing, I hereby represent to you that I: (i) have sufficient liquid assets to pay the purchase price for my interest in the Partnership; (ii) have adequate means of providing for my current needs and possible personal contingencies and have no present need for liquidity of my investment in the Partnership; (iii) have adequate net worth and sufficient means to sustain a complete loss of my investment in the Partnership; (iv) either (A) I am an accredited investor as defined in Rule 501 (a) of the Act, the terms of which are set forth in Exhibit I to this Subscription Agreement by virtue of the subparagraph indicated on page B-6 or (B) I have a net worth (exclusive of home, furnishings and automobiles) at least three times my investment in the Partnership or my actual gross income for the last two calendar years was, and my projected gross income for the current calendar year will be, not less than three times my investment in the Partnership for each yearB-7; (v) have substantial experience in making similar investments; (vi) have, alone or with my purchaser representative, sufficient knowledge to be able to evaluate the merits and risks of this investment; and (vii) have made this decision to invest in the Partnership based on my own or my purchaser representative’s independent evaluation.
(g) I will not transfer or assign this Subscription Agreement, or any of my interest herein. I am acquiring my interest in the Partnership hereunder for my own account and for investment purposes only and not with a view to or for the transfer, assignment, resale or distribution thereof, in whole or in part. I have no present plans to enter into any such contract, undertaking, agreement or arrangement. I understand that, by making an investment in the Partnership, I will be a limited partner. I understand that the General Partner may in its absolute discretion require any limited partner to redeem all or part of his Units, upon ten days’ notice to such limited partner.
(h) If I am not a citizen or resident of the United States for U.S. tax purposes, I agree to pay or reimburse CGM the Placement Agent or the Partnership for any taxes, including but not limited to withholding tax imposed with respect to my Units.
(i) I understand that as part of the Partnership’s responsibility for the prevention of money laundering, CGM or the general partner Placement Agent may require a detailed verification of identity and the source of payment. In the event of delay or failure by me to produce any information required for verification purposes, the general partner General Partner may refuse to accept my application and subscription funds relating thereto or may refuse to process a redemption request until proper information has been provided. In this regard, I further understand that I must make the additional representations, warranties and covenants with respect to the prevention of money laundering in paragraph 7 of this Subscription Agreement.
(j) FOR ALL ACCREDITED INVESTORS. I hereby represent and affirm that (i) I have a net worth alone or with my spouse exceeding 10 times my investment; (ii) I have either alone or with my professional advisor the capacity to protect assess the terms and potential risks and my interests rights and obligations in connection with this transaction or (iii) I am able to bear the economic risk of the investment.
(k) I represent that the information contained herein is complete and accurate as of the date hereof and may be relied upon by the General Partner. I further represent that I will notify the General Partner immediately of any adverse change in any such information which may occur prior to the acceptance of my subscription and will promptly send the General Partner written confirmation thereof.
(l) If I am a collective investment vehicle, I am in compliance with all applicable Federal regulatory requirements including the registration rules of the Commodity Futures Trading Commission (“CFTC”).
(m) I represent that I am not and will not become a “Benefit Plan Investor” within the meaning of U.S. Department of Labor Regulation 29 C.F.R. §2510.3-101, as amended by the Pension Protection Act of 2006 (the “Plan Assets Regulation”). Generally, a “Benefit Plan Investor” is any plan or fund organized by an employer or employee organization subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or any plans subject to Section 4975 of the Internal Revenue Code of 1986 (the “Code”) to provide retirement, deferred compensation, welfare or similar benefits to employees or beneficiaries, including an entity described in Section (g) of the Plan Assets Regulation, in which 25% or more of any class of equity interests is owned by such plans and that is primarily engaged in the business of investing capital.
Appears in 1 contract
Representations, Warranties and Covenants of Subscriber. As an inducement to the General Partner on behalf of the Partnership to sell me the Units for which I have subscribed I hereby represent, warrant and agree as follows:
(a) I am over 21 years old, am legally competent to execute this Subscription Agreement and have received and reviewed the Memorandum and the Partnership’s most recent monthly statement and annual report, if any, and except as set forth in the Memorandum, no representations or warranties have been made to me by the Placement Agent, the Partnership, its General Partner or their agents, with respect to the business of the Partnership, the financial condition of the Partnership, the deductibility of any item for tax purposes or the economic, tax, or any other aspects or consequences of a purchase of a Unit, and I have not relied upon any information concerning the offering, written or oral, other than that contained in the Memorandum or provided by the General Partner (as the same may have been relayed to me by the Placement Agent) at my request. In addition, I have been represented by such legal and tax counsel and others selected by me as I have found it necessary to consult concerning this transaction. I am in compliance with all federal and state regulatory requirements applicable to this investment. With respect to the tax aspects of my investment, I am relying upon the advice of my own personal tax advisors and upon my own knowledge with respect thereto.
(b) I have carefully reviewed the various conflicts of interest set forth in the Memorandum, including those arising from the fact that the General Partner is an affiliate of indirectly owned by Citigroup Global Markets Inc., a New York corporation (“CGM”), which serves as the selling agent and commodity broker/dealer for the Partnership.
(c) I hereby acknowledge and agree to the terms of the Customer Agreement between the Partnership and CGM and to the payment to CGM of the flat rate brokerage fee as described in the Memorandum. I understand that lower brokerage fees might be available, but that the General Partner will not negotiate with CGM or any other broker to obtain such lower rates. I further understand that, under the terms of the Placement Agreement by and among the Partnership, CGM and the Placement Agent, the Placement Agent will be compensated by a payment of a portion of the flat rate brokerage fee received by CGM that is calculated based on the number of limited partners in the Partnership that are customers of the Placement Agent.
(d) The Partnership has made available to me, prior to the date hereof, the opportunity to ask questions of, and to receive answers from, the General Partner and its representatives, concerning the terms and conditions of the offering, and has afforded me access to obtain any information, documents, financial statements, records and books (i) relating to the Partnership, its business, the offering and an investment in the Partnership, and (ii) necessary to verify the accuracy of any information, documents, financial statements, records and books furnished in connection with the offering. All materials and information requested by me, including any information requested to verify any information furnished, have been made available and have been examined to my satisfaction.
(e) I understand that the Partnership offering has not been registered under the Securities Act of 1933, as amended (the “Act”), or pursuant to the provisions of the securities or other laws of certain jurisdictions, in reliance on exemptions for private offerings contained in the Act and in the laws of certain jurisdictions. I am fully aware of the restrictions on sale, transferability and assignment of the Units as set forth in the Limited limited partnership agreement (the “Partnership Agreement”) of the Partnership, as amended from time to time, and that I must bear the economic risk of my investment in the Partnership for an indefinite period of time because the offering has not been registered under the Act. I understand that the Units cannot be offered or sold unless they are subsequently registered under the Act or an exemption from such registration is available, and that any transfer requires the consent of the General Partner, who may determine not to permit any specific transfer.
(f) I represent that I am aware of the speculative nature of this investment and of the high degree of risk involved, that I can bear the economic risks of this investment and that I can afford a complete loss of my investment. As evidence of the foregoing, I hereby represent to you that I: (i) have sufficient liquid assets to pay the purchase price for my interest in the Partnership; (ii) have adequate means of providing for my current needs and possible personal contingencies and have no present need for liquidity of my investment in the Partnership; (iii) have adequate net worth and sufficient means to sustain a complete loss of my investment in the Partnership; (iv) either (A) I am an accredited investor as defined in Rule 501 (a501(a) of the Act, the terms of which are set forth in Exhibit I to this Subscription Agreement by virtue of the subparagraph indicated on page B-6 or (B) I have a net worth (exclusive of home, furnishings and automobiles) at least three times my investment in the Partnership or my actual gross income for the last two calendar years was, and my projected gross income for the current calendar year will be, not less than three times my investment in the Partnership for each yearB-8; (v) have substantial experience in making similar investments; (vi) have, alone or with my purchaser representative, sufficient knowledge to be able to evaluate the merits and risks of this investment; and (vii) have made this decision to invest in the Partnership based on my own or my purchaser representative’s independent evaluation.
(g) I will not transfer or assign this Subscription Agreement, or any of my interest herein. I am acquiring my interest in the Partnership hereunder for my own account and for investment purposes only and not with a view to or for the transfer, assignment, resale or distribution thereof, in whole or in part. I have no present plans to enter into any such contract, undertaking, agreement or arrangement. I understand that, by making an investment in the Partnership, I will be a limited partner. I understand that the General Partner may in its absolute discretion require any limited partner to redeem all or part of his Units, upon ten days’ notice to such limited partner.
(h) If I am not a citizen or resident of the United States for U.S. tax purposes, I agree to pay or reimburse CGM the Placement Agent or the Partnership for any taxes, including but not limited to withholding tax imposed with respect to my Units.
(i) I understand that as part of the Partnership’s responsibility for the prevention of money laundering, CGM or the general partner Placement Agent may require a detailed verification of identity and the source of payment. In the event of delay or failure by me to produce any information required for verification purposes, the general partner General Partner may refuse to accept my application and subscription funds relating thereto or may refuse to process a redemption request until proper information has been provided. In this regard, I further understand that I must make the additional representations, warranties and covenants with respect to the prevention of money laundering in paragraph 7 of this Subscription Agreement.
(j) FOR ALL ACCREDITED INVESTORS. I hereby represent and affirm that (i) I have a net worth alone or with my spouse exceeding 10 times my investment; (ii) I have either alone or with my professional advisor the capacity to protect assess the terms and potential risks and my interests rights and obligations in connection with this transaction or (iii) I am able to bear the economic risk of the investment.
(k) I represent that the information contained herein is complete and accurate as of the date hereof and may be relied upon by the General Partner. I further represent that I will notify the General Partner immediately of any adverse change in any such information which may occur prior to the acceptance of my subscription and will promptly send the General Partner written confirmation thereof.
(l) If I am a collective investment vehicle, I am in compliance with all applicable Federal regulatory requirements including the registration rules of the Commodity Futures Trading Commission (“CFTC”).
(m) I represent that I am not and will not become a “Benefit Plan Investor” within the meaning of U.S. Department of Labor Regulation 29 C.F.R. § 2510.3-101, as amended by the Pension Protection Act of 2006 (the “Plan Assets Regulation”). Generally, a “Benefit Plan Investor” is any plan or fund organized by an employer or employee organization subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or any plans subject to Section 4975 of the Internal Revenue Code of 1986 (the “Code”) to provide retirement, deferred compensation, welfare or similar benefits to employees or beneficiaries, including an entity described in Section (g) of the Plan Assets Regulation, in which 25% or more of any class of equity interests is owned by such plans and that is primarily engaged in the business of investing capital.
Appears in 1 contract
Representations, Warranties and Covenants of Subscriber. As an inducement to the General Partner on behalf of the Partnership to sell me the Units for which I have subscribed I hereby represent, warrant and agree as follows:
(a) I am over 21 years old, am legally competent to execute this Subscription Agreement and have received and reviewed the Memorandum and the Partnership’s most recent monthly statement and annual report, if any, and except as set forth in the Memorandum, no representations or warranties have been made to me by the selling agent indicated by check-xxxx on the cover of this Subscription Agreement (the “Selling Agent”), the Partnership, its General Partner or their agents, with respect to the business of the Partnership, the financial condition of the Partnership, the deductibility of any item for tax purposes or the economic, tax, or any other aspects or consequences of a purchase of a Unit, and I have not relied upon any information concerning the offering, written or oral, other than that contained in the Memorandum or provided by the General Partner (as the same may have been relayed to me by the Selling Agent) at my request. In addition, I have been represented by such legal and tax counsel and others selected by me as I have found it necessary to consult concerning this transaction. I am in compliance with all federal and state regulatory requirements applicable to this investment. With respect to the tax aspects of my investment, I am relying upon the advice of my own personal tax advisors and upon my own knowledge with respect thereto.
(b) I have carefully reviewed the various conflicts of interest set forth in the Memorandum, including those arising from the fact that the General Partner is an affiliate of indirectly owned by CGM, the a selling agent and the commodity broker/dealer for the Partnership, and is an affiliate of MSSB, a selling agent for the Partnership.
(c) I hereby acknowledge and agree to the terms of the Customer Agreement between the Partnership and CGM and to the payment to CGM of the flat rate brokerage fee as described in the Memorandum. I understand that lower brokerage fees might be available, but that the General Partner will not negotiate with CGM or any other broker to obtain such lower rates. I further understand that MSSB will be compensated by a payment of a portion of the flat rate brokerage fee received by CGM that is calculated based on the number of limited partners in the Partnership that are customers of MSSB.
(d) The Partnership has made available to me, prior to the date hereof, the opportunity to ask questions of, and to receive answers from, the General Partner and its representatives, concerning the terms and conditions of the offering, and has afforded me access to obtain any information, documents, financial statements, records and books (i) relating to the Partnership, its business, the offering and an investment in the Partnership, and (ii) necessary to verify the accuracy of any information, documents, financial statements, records and books furnished in connection with the offering. All materials and information requested by me, including any information requested to verify any information furnished, have been made available and have been examined to my satisfaction.
(e) I understand that the Partnership offering has not been registered under the Securities Act of 1933, as amended (the “Act”), or pursuant to the provisions of the securities or other laws of certain jurisdictions, in reliance on exemptions for private offerings contained in the Act and in the laws of certain jurisdictions. I am fully aware of the restrictions on sale, transferability and assignment of the Units as set forth in the Limited limited partnership agreement (the “Partnership Agreement”) of the Partnership as amended from time to time, and that I must bear the economic risk of my investment in the Partnership for an indefinite period of time because the offering has not been registered under the Act. I understand that the Units cannot be offered or sold unless they are subsequently registered under the Act or an exemption from such registration is available, and that any transfer requires the consent of the General Partner, who may determine not to permit any specific transfer.
(f) I represent that I am aware of the speculative nature of this investment and of the high degree of risk involved, that I can bear the economic risks of this investment and that I can afford a complete loss of my investment. As evidence of the foregoing, I hereby represent to you that I: (i) have sufficient liquid assets to pay the purchase price for my interest in the Partnership; (ii) have adequate means of providing for my current needs and possible personal contingencies and have no present need for liquidity of my investment in the Partnership; (iii) have adequate net worth and sufficient means to sustain a complete loss of my investment in the Partnership; (iv) either (A) I am an accredited investor as defined in Rule 501 (a501(a) of the Act, the terms of which are set forth in Exhibit I to this Subscription Agreement by virtue of the subparagraph indicated on page B-6 B-8 or (B) I have a net worth (exclusive of home, furnishings and automobiles) at least three times my investment in the Partnership or my actual gross income for the last two calendar years was, and my projected gross income for the current calendar year will be, not less than three times my investment in the Partnership for each year; (v) have substantial experience in making similar investments; (vi) have, alone or with my purchaser representative, sufficient knowledge to be able to evaluate the merits and risks of this investment; and (vii) have made this the decision to invest in the Partnership based on my own or my purchaser representative’s independent evaluation.
(g) I will not transfer or assign this Subscription Agreement, or any of my interest herein. I am acquiring my interest in the Partnership hereunder for my own account and for investment purposes only and not with a view to or for the transfer, assignment, resale or distribution thereof, in whole or in part. I have no present plans to enter into any such contract, undertaking, agreement or arrangement. I understand that, by making an investment in the Partnership, I will be a limited partner. I understand that the General Partner may in its absolute discretion require any limited partner to redeem all or part of his Units, upon ten 10 days’ notice to such limited partner.
(h) If I am not a citizen or resident of the United States for U.S. tax purposes, I agree to pay or reimburse CGM CGM, MSSB or the Partnership for any taxes, including but not limited to withholding tax imposed with respect to my Units.
(i) FOR MAINE INVESTORS. THESE SECURITIES ARE BEING SOLD PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE BANK SUPERINTENDENT OF THE STATE OF MAINE UNDER SECTION 10502(2)(R) OF TITLE 32 OF THE MAINE REVISED STATUTES. THESE SECURITIES MAY BE DEEMED RESTRICTED SECURITIES AND AS SUCH THE HOLDER MAY NOT BE ABLE TO RESELL THE SECURITIES UNLESS PURSUANT TO REGISTRATION UNDER STATE OR FEDERAL SECURITIES LAWS OR UNLESS AN EXEMPTION UNDER SUCH LAW EXISTS.
(j) FOR NON ACCREDITED INVESTORS WHO RESIDE IN, RECEIVE OFFERS FROM OR MAKE PURCHASES IN THE STATE OF KANSAS. Subscriber hereby represents and affirms that Subscriber has a net worth (exclusive of principal residence, its furnishings and personal automobiles) exceeding five (5) times Subscriber’s investment.
(k) FOR INVESTORS WHO RESIDE IN, RECEIVE OFFERS FROM OR MAKE PURCHASES IN THE STATE OF INDIANA. Subscriber hereby represents and affirms that Subscriber has (i) a gross income of $30,000 and a net worth of the greater of $30,000 or twice the amount of Subscriber’s investment or (ii) a net worth of the greater of $75,000 or three times the amount of Subscriber’s investment.
(l) FOR NON-ACCREDITED INVESTORS WHO RESIDE IN, RECEIVE OFFERS FORM OR MAKE PURCHASES IN THE STATE OF KENTUCKY. Subscriber hereby represents and affirms that Subscriber has a net worth exceeding ten (10) times Subscriber’s investment.
(m) FOR NON-ACCREDITED INVESTORS WHO RESIDE IN, RECEIVE OFFERS FROM OR MAKE PURCHASES IN THE STATE OF MAINE. Subscriber hereby represents and affirms that Subscriber has (i) a minimum net worth (exclusive of home, home furnishing and automobiles) of $200,000 or (ii) a minimum net worth (exclusive of home, home furnishings and automobiles) of $50,000 and a minimum annual gross income of $50,000.
(n) FOR ALL INVESTORS WHO RESIDE IN, RECEIVE OFFERS FROM OR MAKE PURCHASES IN THE STATE OF NORTH CAROLINA (SUITABILITY STANDARDS FOR A FIDUCIARY ACCOUNT MAY BE MET BY THE FIDUCIARY, THE ACCOUNT OR THE DONOR). Subscriber hereby represents and affirms that Subscriber is making an initial cash payment of at least $5,000 and Subscriber has either (i) a minimum net worth (exclusive of home, home furnishings and automobiles) of $60,000 and a taxable income in the last tax year or estimated in the current tax year of $60,000 or (ii) a minimum net worth (exclusive of home, home furnishings and automobiles) of $225,000.
(o) FOR ACCREDITED INVESTORS WHICH ARE GENERAL PARTNERSHIPS AND RESIDE IN, RECEIVE OFFERS FROM OR MAKE PURCHASES IN THE STATE OF WASHINGTON. Subscriber hereby represents and affirms that Subscriber has not determined accreditation by aggregating the net worth of Subscriber’s general partners.
(p) I understand that as part of the Partnership’s responsibility for the prevention of money laundering, CGM CGM, MSSB or the general partner General Partner may require a detailed verification of identity and the source of payment. In the event of delay or failure by me to produce any information required for verification purposes, the general partner General Partner may refuse to accept my application and subscription funds relating thereto or may refuse to process a redemption request until proper information has been provided.
(jq) FOR ALL ACCREDITED INVESTORS. I hereby represent and affirm that (i) I have a net worth alone or with my spouse exceeding 10 times my investment; (ii) I have either alone or with my professional advisor the capacity to protect my interests in connection with this transaction or (iii) I am able to bear the economic risk of the investment.
(kr) I represent that the information contained herein is complete and accurate as of the date hereof and may be relied upon by the General Partner. I further represent that I will notify the General Partner immediately of any adverse change in any such information which may occur prior to the acceptance of my subscription and will promptly send the General Partner written confirmation thereof.
(ls) If I am a collective investment vehicle, I am in compliance with all applicable Federal regulatory requirements including the registration rules of the Commodity Futures Trading Commission CFTC.
(“CFTC”)t) I understand that my subscription payment must be received by the Partnership on or before the specified settlement date.
Appears in 1 contract
Representations, Warranties and Covenants of Subscriber. As an inducement to the General Partner on behalf of the Partnership to sell me the Units for which I have subscribed I hereby represent, warrant and agree as follows:
(a) I am over 21 years old, am legally competent to execute this Subscription Agreement and have received and reviewed the Memorandum and the Partnership’s most recent monthly statement and annual report, if any, and except as set forth in the Memorandum, no representations or warranties have been made to me by the selling agent indicated by check-xxxx on the cover of this Subscription Agreement (the “Selling Agent”), the Partnership, its General Partner or their agents, with respect to the business of the Partnership, the financial condition of the Partnership, the deductibility of any item for tax purposes or the economic, tax, or any other aspects or consequences of a purchase of a Unit, and I have not relied upon any information concerning the offering, written or oral, other than that contained in the Memorandum or provided by the General Partner (as the same may have been relayed to me by the Selling Agent) at my request. In addition, I have been represented by such legal and tax counsel and others selected by me as I have found it necessary to consult concerning this transaction. I am in compliance with all federal and state regulatory requirements applicable to this investment. With respect to the tax aspects of my investment, I am relying upon the advice of my own personal tax advisors and upon my own knowledge with respect thereto.
(b) I have carefully reviewed the various conflicts of interest set forth in the Memorandum, including those arising from the fact that the General Partner is an affiliate of indirectly owned by CGM, the a selling agent and the commodity broker/dealer for the Partnership, and is an affiliate of MSSB, a selling agent for the Partnership.
(c) I hereby acknowledge and agree to the terms of the Customer Agreement between the Partnership and CGM and to the payment to CGM of the flat rate brokerage fee as described in the Memorandum. I understand that lower brokerage fees might be available, but that the General Partner will not negotiate with CGM or any other broker to obtain such lower rates. I further understand that MSSB will be compensated by a payment of a portion of the flat rate brokerage fee received by CGM that is calculated based on the number of limited partners in the Partnership that are customers of MSSB.
(d) The Partnership has made available to me, prior to the date hereof, the opportunity to ask questions of, and to receive answers from, the General Partner and its representatives, concerning the terms and conditions of the offering, and has afforded me access to obtain any information, documents, financial statements, records and books (i) relating to the Partnership, its business, the offering and an investment in the Partnership, and (ii) necessary to verify the accuracy of any information, documents, financial statements, records and books furnished in connection with the offering. All materials and information requested by me, including any information requested to verify any information furnished, have been made available and have been examined to my satisfaction.
(e) I understand that the Partnership offering has not been registered under the Securities Act of 1933, as amended (the “Act”), or pursuant to the provisions of the securities or other laws of certain jurisdictions, in reliance on exemptions for private offerings contained in the Act and in the laws of certain jurisdictions. I am fully aware of the restrictions on sale, transferability and assignment of the Units as set forth in the Limited Partnership Agreement (the “Partnership Agreement”) of the Partnership as amended from time to time, and that I must bear the economic risk of my investment in the Partnership for an indefinite period of time because the offering has not been registered under the Act. I understand that the Units cannot be offered or sold unless they are subsequently registered under the Act or an exemption from such registration is available, available and that any transfer requires the consent of the General Partner, who may determine not to permit any specific transfer.
(f) I represent that I am aware of the speculative nature of this investment and of the high degree of risk involved, that I can bear the economic risks of this investment and that I can afford a complete loss of my investment. As evidence of the foregoing, I hereby represent to you that I: (i) have sufficient liquid assets to pay the purchase price for my interest in the Partnership; (ii) have adequate means of providing for my current needs and possible personal contingencies and have no present need for liquidity of my investment in the Partnership; (iii) have adequate net worth and sufficient means to sustain a complete loss of my investment in the Partnership; (iv) either (A) I am an accredited investor as defined in Rule 501 (a501(a) of the Act, the terms of which are set forth in Exhibit I to this Subscription Agreement by virtue of the subparagraph indicated on page B-6 or (B) I have a net worth (exclusive of home, furnishings and automobiles) at least three times my investment in the Partnership or my actual gross income for the last two calendar years was, and my projected gross income for the current calendar year will be, not less than three times my investment in the Partnership for each year; (v) have substantial experience in making similar investments; (vi) have, alone or with my purchaser representative, sufficient knowledge to be able to evaluate the merits and risks of this investment; and (vii) have made this decision to invest in the Partnership based on my own or my purchaser representative’s independent evaluation.
(g) I will not transfer or assign this Subscription Agreement, or any of my interest herein. I am acquiring my interest in the Partnership hereunder for my own account and for investment purposes only and not with a view to or for the transfer, assignment, resale or distribution thereof, in whole or in part. I have no present plans to enter into any such contract, undertaking, agreement or arrangement. I understand that, by making an investment in the Partnership, I will be a limited partner. I understand that the General Partner may in its absolute discretion require any limited partner to redeem all or part of his Units, upon ten days’ notice to such limited partner.
(h) If I am not a citizen or resident of the United States for U.S. tax purposes, I agree to pay or reimburse CGM CGM, MSSB or the Partnership for any taxes, including but not limited to withholding tax imposed with respect to my Units.
(i) I understand that as part of the Partnership’s responsibility for the prevention of money laundering, CGM CGM, MSSB or the general partner General Partner may require a detailed verification of identity and the source of payment. In the event of delay or failure by me to produce any information required for verification purposes, the general partner General Partner may refuse to accept my application and subscription funds relating thereto or may refuse to process a redemption request until proper information has been provided.
(j) FOR ALL ACCREDITED INVESTORS. I hereby represent and affirm that (i) I have a net worth alone or with my spouse exceeding 10 times my investment; (ii) I have either alone or with my professional advisor the capacity to protect my interests in connection with this transaction or (iii) I am able to bear the economic risk of the investment.
(k) I represent that the information contained herein is complete and accurate as of the date hereof and may be relied upon by the General Partner. I further represent that I will notify the General Partner immediately of any adverse change in any such information which may occur prior to the acceptance of my subscription and will promptly send the General Partner written confirmation thereof.
(l) If I am a collective investment vehicle, I am in compliance with all applicable Federal regulatory requirements including the registration rules of the Commodity Futures Trading Commission (“CFTC”).
(m) I understand that my subscription payment must be received by the Partnership on or before the specified settlement date.
Appears in 1 contract
Representations, Warranties and Covenants of Subscriber. As an inducement to the General Partner on behalf of the Partnership to sell me the Units for which I have subscribed I hereby represent, warrant and agree as follows:
(a) I am over 21 years old, am legally competent to execute this Subscription Agreement and have received and reviewed the Memorandum and the Partnership’s most recent monthly statement and annual report, if any, and except as set forth in the Memorandum, no representations or warranties have been made to me by the selling agent indicated by check-mark on the cover of this Subscription Agreement (the “Selling Agent”), the Partnership, its General Partner or their agents, with respect to the business of the Partnership, the financial condition of the Partnership, the deductibility of any item for tax purposes or the economic, tax, or any other aspects or consequences of a purchase of a Unit, and I have not relied upon any information concerning the offering, written or oral, other than that contained in the Memorandum or provided by the General Partner (as the same may have been relayed to me by the Selling Agent) at my request. In addition, I have been represented by such legal and tax counsel and others selected by me as I have found it necessary to consult concerning this transaction. I am in compliance with all federal and state regulatory requirements applicable to this investment. With respect to the tax aspects of my investment, I am relying upon the advice of my own personal tax advisors and upon my own knowledge with respect thereto.
(b) I have carefully reviewed the various conflicts of interest set forth in the Memorandum, including those arising from the fact that the General Partner is an affiliate of indirectly owned by CGM, the a selling agent and the commodity broker/dealer for the Partnership, and is an affiliate of MSSB, a selling agent for the Partnership.
(c) I hereby acknowledge and agree to the terms of the Customer Agreement between the Partnership and CGM and to the payment to CGM of the flat rate brokerage fee as described in the Memorandum. I understand that lower brokerage fees might be available, but that the General Partner will not negotiate with CGM or any other broker to obtain such lower rates. I further understand that MSSB will be compensated by a payment of a portion of the flat rate brokerage fee received by CGM that is calculated based on the number of limited partners in the Partnership that are customers of MSSB.
(d) The Partnership has made available to me, prior to the date hereof, the opportunity to ask questions of, and to receive answers from, the General Partner and its representatives, concerning the terms and conditions of the offering, and has afforded me access to obtain any information, documents, financial statements, records and books (i) relating to the Partnership, its business, the offering and an investment in the Partnership, and (ii) necessary to verify the accuracy of any information, documents, financial statements, records and books furnished in connection with the offering. All materials and information requested by me, including any information requested to verify any information furnished, have been made available and have been examined to my satisfaction.
(e) I understand that the Partnership offering has not been registered under the Securities Act of 1933, as amended (the “Act”), or pursuant to the provisions of the securities or other laws of certain jurisdictions, in reliance on exemptions for private offerings contained in the Act and in the laws of certain jurisdictions. I am fully aware of the restrictions on sale, transferability and assignment of the Units as set forth in the Limited Partnership Agreement (the “Partnership Agreement”) of the Partnership as amended from time to time, and that I must bear the economic risk of my investment in the Partnership for an indefinite period of time because the offering has not been registered under the Act. I understand that the Units cannot be offered or sold unless they are subsequently registered under the Act or an exemption from such registration is available, available and that any transfer requires the consent of the General Partner, who may determine not to permit any specific transfer.
(f) I represent that I am aware of the speculative nature of this investment and of the high degree of risk involved, that I can bear the economic risks of this investment and that I can afford a complete loss of my investment. As evidence of the foregoing, I hereby represent to you that I: (i) have sufficient liquid assets to pay the purchase price for my interest in the Partnership; (ii) have adequate means of providing for my current needs and possible personal contingencies and have no present need for liquidity of my investment in the Partnership; (iii) have adequate net worth and sufficient means to sustain a complete loss of my investment in the Partnership; (iv) either (A) I am an accredited investor as defined in Rule 501 (a) of the Act, the terms of which are set forth in Exhibit I to this Subscription Agreement by virtue of the subparagraph indicated on page B-6 B-7 or (B) I have a net worth (exclusive of home, furnishings and automobiles) at least three times my investment in the Partnership or my actual gross income for the last two calendar years was, and my projected gross income for the current calendar year will be, not less than three times my investment in the Partnership for each year; (v) have substantial experience in making similar investments; (vi) have, alone or with my purchaser representative, sufficient knowledge to be able to evaluate the merits and risks of this investment; and (vii) have made this decision to invest in the Partnership based on my own or my purchaser representative’s independent evaluation.
(g) I will not transfer or assign this Subscription Agreement, or any of my interest herein. I am acquiring my interest in the Partnership hereunder for my own account and for investment purposes only and not with a view to or for the transfer, assignment, resale or distribution thereof, in whole or in part. I have no present plans to enter into any such contract, undertaking, agreement or arrangement. I understand that, by making an investment in the Partnership, I will be a limited partner. I understand that the General Partner may in its absolute discretion require any limited partner to redeem all or part of his Units, upon ten days’ notice to such limited partner.
(h) If I am not a citizen or resident of the United States for U.S. tax purposes, I agree to pay or reimburse CGM CGM, MSSB or the Partnership for any taxes, including but not limited to withholding tax imposed with respect to my Units.
(i) I understand that as part of the Partnership’s responsibility for the prevention of money laundering, CGM CGM, MSSB or the general partner General Partner may require a detailed verification of identity and the source of payment. In the event of delay or failure by me to produce any information required for verification purposes, the general partner General Partner may refuse to accept my application and subscription funds relating thereto or may refuse to process a redemption request until proper information has been provided.
(j) FOR ALL ACCREDITED INVESTORS. I hereby represent and affirm that (i) I have a net worth alone or with my spouse exceeding 10 times my investment; (ii) I have either alone or with my professional advisor the capacity to protect my interests in connection with this transaction or (iii) I am able to bear the economic risk of the investment.
(k) I represent that the information contained herein is complete and accurate as of the date hereof and may be relied upon by the General Partner. I further represent that I will notify the General Partner immediately of any adverse change in any such information which may occur prior to the acceptance of my subscription and will promptly send the General Partner written confirmation thereof.
(l) If I am a collective investment vehicle, I am in compliance with all applicable Federal regulatory requirements including the registration rules of the Commodity Futures Trading Commission (“CFTC”).
(m) I understand that my subscription payment must be received by the Partnership on or before the specified settlement date.
Appears in 1 contract
Representations, Warranties and Covenants of Subscriber. As an inducement to the General Partner on behalf of the Partnership to sell me the Units for which I have subscribed I hereby represent, warrant and agree as follows:
(a) I am over 21 years old, am legally competent to execute this Subscription Agreement and have received and reviewed the Memorandum and the Partnership’s most recent monthly statement and annual report, if any, and except as set forth in the Memorandum, no representations or warranties have been made to me by the Partnership, its General Partner or their agents, with respect to the business of the Partnership, the financial condition of the Partnership, the deductibility of any item for tax purposes or the economic, tax, or any other aspects or consequences of a purchase of a Unit, and I have not relied upon any information concerning the offering, written or oral, other than that contained in the Memorandum or provided by the General Partner at my request. In addition, I have been represented by such legal and tax counsel and others selected by me as I have found it necessary to consult concerning this transaction. I am in compliance with all federal and state regulatory requirements applicable to this investment. With respect to the tax aspects of my investment, I am relying upon the advice of my own personal tax advisors and upon my own knowledge with respect thereto.
(b) I have carefully reviewed the various conflicts of interest set forth in the Memorandum, including those arising from the fact that the General Partner is an affiliate of CGM, the selling agent and commodity broker/dealer for the Partnership.
(c) I hereby acknowledge and agree to the terms of the Customer Agreement between the Partnership and CGM and to the payment to CGM of the flat rate brokerage fee as described in the Memorandum. I understand that lower brokerage fees might be available, but that the General Partner will not negotiate with CGM or any other broker to obtain such lower rates.
(d) The Partnership has made available to me, prior to the date hereof, the opportunity to ask questions of, and to receive answers from, the General Partner and its representatives, concerning the terms and conditions of the offering, and has afforded me access to obtain any information, documents, financial statements, records and books (i) relating to the Partnership, its business, the offering and an investment in the Partnership, and (ii) necessary to verify the accuracy of any information, documents, financial statements, records and books furnished in connection with the offering. All materials and information requested by me, including any information requested to verify any information furnished, have been made available and have been examined to my satisfaction.
(e) I understand that the Partnership offering has not been registered under the Securities Act of 1933, as amended (the “Act”), or pursuant to the provisions of the securities or other laws of certain jurisdictions, in reliance on exemptions for private offerings contained in the Act and in the laws of certain jurisdictions. I am fully aware of the restrictions on sale, transferability and assignment of the Units as set forth in the Limited Partnership Agreement, and that I must bear the economic risk of my investment in the Partnership for an indefinite period of time because the offering has not been registered under the Act. I understand that the Units cannot be offered or sold unless they are subsequently registered under the Act or an exemption from such registration is available, and that any transfer requires the consent of the General Partner, who may determine not to permit any specific transfer.
(f) I represent that I am aware of the speculative nature of this investment and of the high degree of risk involved, that I can bear the economic risks of this investment and can afford a complete loss of my investment. As evidence of the foregoing, I hereby represent to you that I: (i) have sufficient liquid assets to pay the purchase price for my interest in the Partnership; (ii) have adequate means of providing for my current needs and possible personal contingencies and have no present need for liquidity of my investment in the Partnership; (iii) have adequate net worth and sufficient means to sustain a complete loss of my investment in the Partnership; (iv) either (Aa) I am an accredited investor as defined in Rule 501 (a) of the Act, the terms of which are set forth in Exhibit I to this Subscription Agreement by virtue of the subparagraph indicated on page B-6 B-7 or (Bb) I have a net worth (exclusive of home, furnishings and automobiles) at least three times my investment in the Partnership or my actual gross income for the last two calendar years was, and my projected gross income for the current calendar year will be, not less than three times my investment in the Partnership for each year; (v) have substantial experience in making similar investments; (vi) have, alone or with my purchaser representative, sufficient knowledge to be able to evaluate the merits and risks of this investment; and (vii) have made this the decision to invest in the Partnership based on my own or my purchaser representative’s independent evaluation.
(g) I will not transfer or assign this Subscription Agreement, or any of my interest herein. I am acquiring my interest in the Partnership hereunder for my own account and for investment purposes only and not with a view to or for the transfer, assignment, resale or distribution thereof, in whole or in part. I have no present plans to enter into any such contract, undertaking, agreement or arrangement. I understand that the General Partner may in its absolute discretion require any limited partner to redeem all or part of his Units, upon ten 10 days’ notice to such limited partner.
(h) If I am not a citizen or resident of the United States for U.S. tax purposes, I agree to pay or reimburse CGM or the Partnership for any taxes, including but not limited to withholding tax imposed with respect to my Units.
(i) I understand that as part of the Partnership’s responsibility for the prevention of money laundering, CGM or the general partner may require a detailed verification of identity and the source of payment. In the event of delay or failure by me to produce any information required for verification purposes, the general partner may refuse to accept my application and subscription funds relating thereto or may refuse to process a redemption request until proper information has been provided.
(j) FOR MAINE INVESTORS. THESE SECURITIES ARE BEING SOLD PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE BANK SUPERINTENDENT OF THE STATE OF MAINE UNDER SECTION 10502(2)(R) OF TITLE 32 OF THE MAINE REVISED STATUTES. THESE SECURITIES MAY BE DEEMED RESTRICTED SECURITIES AND AS SUCH THE HOLDER MAY NOT BE ABLE TO RESELL THE SECURITIES UNLESS PURSUANT TO REGISTRATION UNDER STATE OR FEDERAL SECURITIES LAWS OR UNLESS AN EXEMPTION UNDER SUCH LAW EXISTS.
(k) FOR NON-ACCREDITED INVESTORS WHO RESIDE IN, RECEIVE OFFERS FROM OR MAKE PURCHASES IN THE STATES OF ALABAMA OR KANSAS. Subscriber hereby represents and affirms that Subscriber has a net worth (exclusive of principal residence, its furnishings and personal automobiles) exceeding five (5) times Subscriber’s investment.
(l) FOR NON-ACCREDITED INVESTORS WHO RESIDE IN, RECEIVE OFFERS FORM OR MAKE PURCHASES IN THE STATE OF KENTUCKY. Subscriber hereby represents and affirms that Subscriber has a net worth exceeding ten (10) times Subscriber’s investment.
(m) FOR NON-ACCREDITED INVESTORS WHO RESIDE IN, RECEIVE OFFERS FROM OR MAKE PURCHASES IN THE STATE OF MAINE. Subscriber hereby represents and affirms that Subscriber has (i) a minimum net worth (exclusive of home, home furnishing and automobiles) of $200,000 or (ii) a minimum net worth (exclusive of home, home furnishings and automobiles) of $50,000 and a minimum annual gross income of $50,000.
(n) FOR NON-ACCREDITED INVESTORS WHO RESIDE IN, RECEIVE OFFERS FROM OR MAKE PURCHASES IN THE STATE OF MISSOURI. Subscriber hereby represents and affirms that Subscriber has a net worth exceeding five (5) times Subscriber’s investment.
(o) FOR ALL INVESTORS WHO RESIDE IN, RECEIVE OFFERS FROM OR MAKE PURCHASES IN THE STATE OF NEW HAMPSHIRE. Subscriber hereby warrants that Subscriber has (i) net worth, exclusive of home, home furnishings and automobiles of $250,000 or (ii) net worth, exclusive of home, home furnishings and automobiles of $125,000 and $50,000 of taxable income.
(p) FOR ALL INVESTORS WHO RESIDE IN, RECEIVE OFFERS FROM OR MAKE PURCHASES IN THE STATE OF NORTH CAROLINA (SUITABILITY STANDARDS FOR A FIDUCIARY ACCOUNT MAY BE MET BY THE FIDUCIARY, THE ACCOUNT OR THE DONOR). Subscriber hereby represents and affirms that Subscriber is making an initial cash payment of at least $5,000 and Subscriber has either (i) a minimum net worth (exclusive of home, home furnishings and automobiles) of $60,000 and a taxable income in the last tax year or estimated in the current tax year of $60,000 or (ii) a minimum net worth (exclusive of home, home furnishings and automobiles) of $225,000.
(q) FOR ACCREDITED INVESTORS WHICH ARE GENERAL PARTNERSHIPS AND RESIDE IN, RECEIVE OFFERS FROM OR MAKE PURCHASES IN THE STATE OF WASHINGTON. Subscriber hereby represents and affirms that Subscriber has not determined accreditation by aggregating the net worth of Subscriber’s general partners.
(r) FOR ALL ACCREDITED INVESTORS. I Subscriber hereby represent represents and affirm affirms that (i) I have Subscriber has a net worth alone or with my spouse exceeding 10 times my investment; Subscriber’s investment or (ii) I have Subscriber has either alone or with my Subscriber’s professional advisor the capacity to protect my Subscriber’s interests in connection with this transaction or (iii) I am Subscriber is able to bear the economic risk of the investment.
(ks) I represent Subscriber represents that the information contained herein is complete and accurate as of the date hereof and may be relied upon by the General Partner. I Subscriber further represent represents that I Subscriber will notify the General Partner immediately of any adverse change in any such information which may occur prior to the acceptance of my Subscriber’s subscription and will promptly send the General Partner written confirmation thereof.
(lt) If I am Subscriber is a collective investment vehicle, I am Subscriber is in compliance with all applicable Federal regulatory requirements including the registration rules of the Commodity Futures Trading Commission (“CFTC”)Commission.
Appears in 1 contract
Samples: Subscription Agreement (Smith Barney Tidewater Futures Fund Lp)
Representations, Warranties and Covenants of Subscriber. As an inducement to the General Partner on behalf of the Partnership to sell me the Units for which I have subscribed I hereby represent, warrant and agree as follows:
(a) I am over 21 years old, am legally competent to execute this Subscription Agreement and have received and reviewed the Memorandum and the Partnership’s most recent monthly statement and annual report, if any, and except as set forth in the Memorandum, no representations or warranties have been made to me by the selling agent indicated by check-xxxx on the cover of this Subscription Agreement (the “Selling Agent”), the Partnership, its General Partner or their agents, with respect to the business of the Partnership, the financial condition of the Partnership, the deductibility of any item for tax purposes or the economic, tax, or any other aspects or consequences of a purchase of a Unit, and I have not relied upon any information concerning the offering, written or oral, other than that contained in the Memorandum or provided by the General Partner (as the same may have been relayed to me by the Selling Agent) at my request. In addition, I have been represented by such legal and tax counsel and others selected by me as I have found it necessary to consult concerning this transaction. I am in compliance with all federal and state regulatory requirements requirements, including those of the Commodity Futures Trading Commission (the “CFTC”), applicable to this investment. With respect to the tax aspects of my investment, I am relying upon the advice of my own personal tax advisors and upon my own knowledge with respect thereto.
(b) I have carefully reviewed the various conflicts of interest set forth in the Memorandum, including those arising from the fact that the General Partner is an affiliate of indirectly owned by CGM, the a selling agent and the commodity broker/dealer for the Partnership, and is an affiliate of MSSB, a selling agent for the Partnership.
(c) I hereby acknowledge and agree to the terms of the Customer Agreement between the Partnership and CGM and to payment to CGM of the flat rate a brokerage fee commission as described in the Memorandum. I understand that lower brokerage fees commissions might be available, but that the General Partner will not negotiate with CGM or any other broker to obtain such lower rates. I further understand that MSSB will be compensated by a payment of a portion of the brokerage commission received by CGM that is calculated based on the number of limited partners in the Partnership that are customers of MSSB.
(d) The Partnership has made available to me, prior to the date hereof, the opportunity to ask questions of, and to receive answers from, the General Partner and its representatives, concerning the terms and conditions of the offering, and has afforded me access to obtain any information, documents, financial statements, records and books (i) relating to the Partnership, its business, the offering and an investment in the Partnership, and (ii) necessary to verify the accuracy of any information, documents, financial statements, records and books furnished in connection with the offering. All materials and information requested by me, including any information requested to verify any information furnished, have been made available and have been examined to my satisfaction.
(e) I understand that the Partnership offering has not been registered under the Securities Act of 1933, as amended (the “Act”), or pursuant to the provisions of the securities or other laws of certain jurisdictions, in reliance on exemptions for private offerings contained in the Act and in the laws of certain jurisdictions. I am fully aware of the restrictions on sale, transferability and assignment of the Units as set forth in the Limited Partnership Agreement (the “Partnership Agreement”) of the Partnership as amended from time to time, and that I must bear the economic risk of my investment in the Partnership for an indefinite period of time because the offering has not been registered under the Act. I understand that the Units cannot be offered or sold unless they are subsequently registered under the Act or an exemption from such registration is available, and that any transfer the admission of a transferee as a limited partner requires the consent of the General Partner, who which consent may determine not be withheld only for the purpose of preserving the Partnership’s tax status or to permit any specific transferavoid adverse legal consequences.
(f) I represent that I am aware of the speculative nature of this investment and of the high degree of risk involved, that I can bear the economic risks of this investment and that I can afford a complete loss of my investment. As evidence of the foregoing, I hereby represent to you that I: (i) have sufficient liquid assets to pay the purchase price for my interest in the Partnership; (ii) have adequate means of providing for my current needs and possible personal contingencies and have no present need for liquidity of my investment in the Partnership; (iii) have adequate net worth and sufficient means to sustain a complete loss of my investment in the Partnership; (iv) either (Aa) I am an accredited investor as defined in Rule 501 (a501(a) of the Act, the terms of which are set forth in Exhibit I to this Subscription Agreement by virtue of the subparagraph indicated on page B-6 B-7 or (Bb) I have a net worth (exclusive of home, furnishings and automobiles) at least three times my investment in the Partnership or my actual gross income for the last two calendar years was, and my projected gross income for the current calendar year will be, not less than three times my investment in the Partnership for each year; (v) have substantial experience in making similar investments; (vi) have, alone or with my purchaser representative, sufficient knowledge to be able to evaluate the merits and risks of this investment; and (vii) have made this decision to invest in the Partnership based on my own or my purchaser representative’s independent evaluation.
(g) I will not transfer or assign this Subscription Agreement, or any of my interest herein, except as provided in the Partnership Agreement. I am acquiring my interest in the Partnership hereunder for my own account and for investment purposes only and not with a view to or for the transfer, assignment, resale or distribution thereof, in whole or in part. I have no present plans to enter into any such contract, undertaking, agreement or arrangement. I understand that, by making an investment in the Partnership, I will be a limited partner. I understand that the General Partner may in its absolute discretion require any limited partner to redeem all or part of his Units, upon ten 10 days’ notice to such limited partner.
(h) If I am not a citizen or resident of the United States for U.S. tax purposes, I agree to pay or reimburse CGM CGM, MSSB or the Partnership for any taxes, including but not limited to withholding tax imposed with respect to my Units.
(i) I understand that as part of the Partnership’s responsibility for the prevention of money laundering, CGM CGM, MSSB or the general partner General Partner may require a detailed verification of identity and the source of payment. In the event of delay or failure by me to produce any information required for verification purposes, the general partner General Partner may refuse to accept my application and subscription funds relating thereto or may refuse to process a redemption request until proper information has been provided.
(j) FOR ALL ACCREDITED INVESTORS. I hereby represent and affirm that (i) I have a net worth alone or with my spouse exceeding 10 ten (10) times my investment; (ii) I have either alone or with my professional advisor the capacity to protect my interests in connection with this transaction transaction; or (iii) I am able to bear the economic risk of the investment.
(k) I represent that the information contained herein is complete and accurate as of the date hereof and may be relied upon by the General Partner. I further represent that I will notify the General Partner immediately of any adverse change in any such information which may occur prior to the acceptance of my subscription and will promptly send the General Partner written confirmation thereof.
(l) If I am a collective investment vehicle, I am in compliance with all applicable Federal regulatory requirements including the registration rules of the Commodity Futures Trading Commission (“CFTC”).
(m) I understand that my subscription payment must be received by the Partnership on or before the specified settlement date.
Appears in 1 contract
Representations, Warranties and Covenants of Subscriber. As an inducement to the General Partner on behalf of the Partnership to sell me the Units for which I have subscribed I hereby represent, warrant and agree as follows:
(a) I am over 21 years old, am legally competent to execute this Subscription Agreement and have received and reviewed the Memorandum and and, if this purchase is made during the Continuous Offering, the Partnership’s most recent monthly statement and annual report, if any, and except as set forth in the Memorandum, no representations or warranties have been made to me by the Partnership, its General Partner or their agents, with respect to the business of the Partnership, the financial condition of the Partnership, the deductibility of any item for tax purposes or the economic, tax, or any other aspects or consequences of a purchase of a Unit, and I have not relied upon any information concerning the offering, written or oral, other than that contained in the Memorandum or provided by the General Partner at my request. In addition, I have been represented by such legal and tax counsel and others selected by me as I have found it necessary to consult concerning this transaction. I am in compliance with all federal and state regulatory requirements applicable to this investment. With respect to the tax aspects of my investment, I am relying upon the advice of my own personal tax advisors and upon my own knowledge with respect thereto.
(b) I have carefully reviewed the various conflicts of interest set forth in the Memorandum, including those arising from the fact that the General Partner is an affiliate of CGM, the selling agent and commodity broker/dealer for the Partnership.
(c) I hereby acknowledge and agree to the terms of the Customer Agreement between the Partnership and CGM and to the payment to CGM of the flat rate brokerage fee as described in the Memorandum. I understand that lower brokerage fees might be available, but that the General Partner will not negotiate with CGM or any other broker to obtain such lower rates.
(d) The Partnership has made available to me, prior to the date hereof, the opportunity to ask questions of, and to receive answers from, the General Partner and its representatives, concerning the terms and conditions of the offering, and has afforded me access to obtain any information, documents, financial statements, records and books (i) relating to the Partnership, its business, the offering and an investment in the Partnership, and (ii) necessary to verify the accuracy of any information, documents, financial statements, records and books furnished in connection with the offering. All materials and information requested by me, including any information requested to verify any information furnished, have been made available and have been examined to my satisfaction.
(e) I understand that the Partnership offering has not been registered under the Securities Act of 1933, as amended (the “‘‘Act”’’), or pursuant to the provisions of the securities or other laws of certain jurisdictions, in reliance on exemptions for private offerings contained in the Act and in the laws of certain jurisdictions. I am fully aware of the restrictions on sale, transferability and assignment of the Units as set forth in the Limited Partnership Agreement, and that I must bear the economic risk of my investment in the Partnership for an indefinite period of time because the offering has not been registered under the Act. I understand that the Units cannot be offered or sold unless they are subsequently registered under the Act or an exemption from such registration is available, and that any transfer requires the consent of the General Partner, who may determine not to permit any specific transfer.
(f) I represent that I am aware of the speculative nature of this investment and of the high degree of risk involved, that I can bear the economic risks of this investment and can afford a complete loss of my investment. As evidence of the foregoing, I hereby represent to you that I: (i) have sufficient liquid assets to pay the purchase price for my interest in the Partnership; (ii) have adequate means of providing for my current needs and possible personal contingencies and have no present need for liquidity of my investment in the Partnership; (iii) have adequate net worth and sufficient means to sustain a complete loss of my investment in the Partnership; (iv) either (A) I am an accredited investor as defined in Rule 501 (a) of the Act, the terms of which are set forth in Exhibit I to this Subscription Agreement by virtue of the subparagraph indicated on page B-6 or (B) I have a net worth (exclusive of home, furnishings and automobiles) at least three times my investment in the Partnership or my actual gross income for the last two calendar years was, and my projected gross income for the current calendar year will be, not less than three times my investment in the Partnership for each year; (v) have substantial experience in making similar investments; (vi) have, alone or with my purchaser representative, sufficient knowledge to be able to evaluate the merits and risks of this investment; and (vii) have made this decision to invest in the Partnership based on my own or my purchaser representative’s independent evaluation.
(g) I will not transfer or assign this Subscription Agreement, or any of my interest herein. I am acquiring my interest in the Partnership hereunder for my own account and for investment purposes only and not with a view to or for the transfer, assignment, resale or distribution thereof, in whole or in part. I have no present plans to enter into any such contract, undertaking, agreement or arrangement. I understand that the General Partner may in its absolute discretion require any limited partner to redeem all or part of his Units, upon ten days’ notice to such limited partner.
(h) If I am not a citizen or resident of the United States for U.S. tax purposes, I agree to pay or reimburse CGM or the Partnership for any taxes, including but not limited to withholding tax imposed with respect to my Units.
(i) I understand that as part of the Partnership’s responsibility for the prevention of money laundering, CGM or the general partner may require a detailed verification of identity and the source of payment. In the event of delay or failure by me to produce any information required for verification purposes, the general partner may refuse to accept my application and subscription funds relating thereto or may refuse to process a redemption request until proper information has been provided.
(j) FOR ALL ACCREDITED INVESTORS. I hereby represent and affirm that (i) I have a net worth alone or with my spouse exceeding 10 times my investment; (ii) I have either alone or with my professional advisor the capacity to protect my interests in connection with this transaction or (iii) I am able to bear the economic risk of the investment.
(k) I represent that the information contained herein is complete and accurate as of the date hereof and may be relied upon by the General Partner. I further represent that I will notify the General Partner immediately of any adverse change in any such information which may occur prior to the acceptance of my subscription and will promptly send the General Partner written confirmation thereof.
(l) If I am a collective investment vehicle, I am in compliance with all applicable Federal regulatory requirements including the registration rules of the Commodity Futures Trading Commission (“‘‘CFTC”’’).
Appears in 1 contract
Samples: Subscription Agreement (Citigroup Abingdon Futures Fund LP)
Representations, Warranties and Covenants of Subscriber. As an inducement to the General Partner on behalf of the Partnership to sell me the Units for which I have subscribed I hereby represent, warrant and agree as follows:
(a) I am over 21 years old, am legally competent to execute this Subscription Agreement and have received and reviewed the Memorandum and and, if this purchase is made during the Continuous Offering, the Partnership’s 's most recent monthly statement and annual report, if any, and except as set forth in the Memorandum, no representations or warranties have been made to me by the Partnership, its General Partner or their agents, with respect to the business of the Partnership, the financial condition of the Partnership, the deductibility of any item for tax purposes or the economic, tax, or any other aspects or consequences of a purchase of a Unit, and I have not relied upon any information concerning the offering, written or oral, other than that contained in the Memorandum or provided by the General Partner at my request. In addition, I have been represented by such legal and tax counsel and others selected by me as I have found it necessary to consult concerning this transaction. I am in compliance with all federal and state regulatory requirements applicable to this investment. With respect to the tax aspects of my investment, I am relying upon the advice of my own personal tax advisors and upon my own knowledge with respect thereto.
(b) I have carefully reviewed the various conflicts of interest set forth in the Memorandum, including those arising from the fact that the General Partner is an affiliate of CGM, the selling agent and commodity broker/dealer for the Partnership.
(c) I hereby acknowledge and agree to the terms of the Customer Agreement between the Partnership and CGM and to payment to CGM of the flat rate brokerage fee as described in the Memorandum. I understand that lower brokerage fees might be available, but that the General Partner will not negotiate with CGM or any other broker to obtain such lower rates.
(d) The Partnership has made available to me, prior to the date hereof, the opportunity to ask questions of, and to receive answers from, the General Partner and its representatives, concerning the terms and conditions of the offering, and has afforded me access to obtain any information, documents, financial statements, records and books (i) relating to the Partnership, its business, the offering and an investment in the Partnership, and (ii) necessary to verify the accuracy of any information, documents, financial statements, records and books furnished in connection with the offering. All materials and information requested by me, including any information requested to verify any information furnished, have been made available and have been examined to my satisfaction.
(e) I understand that the Partnership offering has not been registered under the Securities Act of 1933, as amended (the “Act”), or pursuant to the provisions of the securities or other laws of certain jurisdictions, in reliance on exemptions for private offerings contained in the Act and in the laws of certain jurisdictions. I am fully aware of the restrictions on sale, transferability and assignment of the Units as set forth in the Limited Partnership Agreement, and that I must bear the economic risk of my investment in the Partnership for an indefinite period of time because the offering has not been registered under the Act. I understand that the Units cannot be offered or sold unless they are subsequently registered under the Act or an exemption from such registration is available, and that any transfer requires the consent of the General Partner, who may determine not to permit any specific transfer.
(f) I represent that I am aware of the speculative nature of this investment and of the high degree of risk involved, that I can bear the economic risks of this investment and can afford a complete loss of my investment. As evidence of the foregoing, I hereby represent to you that I: (i) have sufficient liquid assets to pay the purchase price for my interest in the Partnership; (ii) have adequate means of providing for my current needs and possible personal contingencies and have no present need for liquidity of my investment in the Partnership; (iii) have adequate net worth and sufficient means to sustain a complete loss of my investment in the Partnership; (iv) either (A) I am an accredited investor as defined in Rule 501 (a) of the Act, the terms of which are set forth in Exhibit I to this Subscription Agreement by virtue of the subparagraph indicated on page B-6 or (B) I have a net worth (exclusive of home, furnishings and automobiles) at least three times my investment in the Partnership or my actual gross income for the last two calendar years was, and my projected gross income for the current calendar year will be, not less than three times my investment in the Partnership for each year; (v) have substantial experience in making similar investments; (vi) have, alone or with my purchaser representative, sufficient knowledge to be able to evaluate the merits and risks of this investment; and (vii) have made this decision to invest in the Partnership based on my own or my purchaser representative’s independent evaluation.
(g) I will not transfer or assign this Subscription Agreement, or any of my interest herein. I am acquiring my interest in the Partnership hereunder for my own account and for investment purposes only and not with a view to or for the transfer, assignment, resale or distribution thereof, in whole or in part. I have no present plans to enter into any such contract, undertaking, agreement or arrangement. I understand that the General Partner may in its absolute discretion require any limited partner to redeem all or part of his Units, upon ten days’ notice to such limited partner.
(h) If I am not a citizen or resident of the United States for U.S. tax purposes, I agree to pay or reimburse CGM or the Partnership for any taxes, including but not limited to withholding tax imposed with respect to my Units.
(i) I understand that as part of the Partnership’s responsibility for the prevention of money laundering, CGM or the general partner may require a detailed verification of identity and the source of payment. In the event of delay or failure by me to produce any information required for verification purposes, the general partner may refuse to accept my application and subscription funds relating thereto or may refuse to process a redemption request until proper information has been provided.
(j) FOR ALL ACCREDITED INVESTORS. I hereby represent and affirm that (i) I have a net worth alone or with my spouse exceeding 10 times my investment; (ii) I have either alone or with my professional advisor the capacity to protect my interests in connection with this transaction or (iii) I am able to bear the economic risk of the investment.
(k) I represent that the information contained herein is complete and accurate as of the date hereof and may be relied upon by the General Partner. I further represent that I will notify the General Partner immediately of any adverse change in any such information which may occur prior to the acceptance of my subscription and will promptly send the General Partner written confirmation thereof.
(l) If I am a collective investment vehicle, I am in compliance with all applicable Federal regulatory requirements including the registration rules of the Commodity Futures Trading Commission (“CFTC”).the
Appears in 1 contract
Samples: Subscription Agreement (Citigroup Fairfield Futures Fund Lp Ii)
Representations, Warranties and Covenants of Subscriber. As an inducement to the General Partner on behalf of the Partnership to sell me the Units for which I have subscribed I hereby represent, warrant and agree as follows:
(a) I am over 21 years old, am legally competent to execute this Subscription Agreement and have received and reviewed the Memorandum and and, if this purchase is made during the Continuous Offering, the Partnership’s 's most recent monthly statement and annual report, if any, and except as set forth in the Memorandum, no representations or warranties have been made to me by the Partnership, its General Partner or their agents, with respect to the business of the Partnership, the financial condition of the Partnership, the deductibility of any item for tax purposes or the economic, tax, or any other aspects or consequences of a purchase of a Unit, and I have not relied upon any information concerning the offering, written or oral, other than that contained in the Memorandum or provided by the General Partner at my request. In addition, I have been represented by such legal and tax counsel and others selected by me as I have found it necessary to consult concerning this transaction. I am in compliance with all federal and state regulatory requirements applicable to this investment. Without limiting the generality of the foregoing, if the undersigned is a passive investment vehicle, it represents that it, its advisor and operator are each in compliance with the registration requirements imposed by the Commodity Futures Trading Commission under the Commodity Exchange Act. With respect to the tax aspects of my investment, I am relying upon the advice of my own personal tax advisors and upon my own knowledge with respect thereto.
(b) I have carefully reviewed the various conflicts of interest set forth in the Memorandum, including those arising from the fact that the General Partner is an affiliate of CGMSB, the selling agent and commodity broker/dealer for the Partnership.
(c) I hereby acknowledge and agree to the terms of the Customer Agreement between the Partnership and CGM SB and to payment to CGM SB of the flat rate brokerage fee as described in the Memorandum. I understand that lower brokerage fees might be available, but that the General Partner will not negotiate with CGM SB or any other broker to obtain such lower rates. I also understand and agree that the fees charged to the Partnership by SB as described in the Memorandum are in addition to any fees paid to SB by me in connection with any separate agreement with SB pursuant to which SB receives a flat rate fee based on the value of my assets held or managed by SB.
(d) The Partnership has made available to me, prior to the date hereof, the opportunity to ask questions of, and to receive answers from, the General Partner and its representatives, concerning the terms and conditions of the offering, and has afforded me access to obtain any information, documents, financial statements, records and books (i) relating relative to the Partnership, its business, the offering and an investment in the Partnership, and (ii) necessary to verify the accuracy of any information, documents, financial statements, records and books furnished in connection with the offering. All materials and information requested by me, including any information requested to verify any information furnished, have been made available and have been examined to my satisfaction.
(e) I understand that the Partnership offering has not been registered under the Securities Act of 1933, as amended (the “"Act”"), or pursuant to the provisions of the securities or other laws of certain jurisdictions, in reliance on exemptions for private offerings contained in the Act and in the laws of certain jurisdictions. I am fully aware of the restrictions on sale, transferability and assignment of the Units as set forth in the Limited Partnership Agreement, and that I must bear the economic risk of my investment in the Partnership for an indefinite period of time because the offering has not been registered under the Act. I understand that the Units cannot be offered or sold unless they are subsequently registered under the Act or an exemption from such registration is available, and that any transfer requires the consent of the General Partner, who may determine not to permit any specific transfer.
(f) I represent that I am aware of the speculative nature of this investment and of the high degree of risk involved, that I can bear the economic risks of this investment and can afford a complete loss of my investment. As evidence of the foregoing, I hereby represent to you that I: (i) have sufficient liquid assets to pay the purchase price for my interest in the Partnership; (ii) have adequate means of providing for my current needs and possible personal contingencies and have no present need for liquidity of my investment in the Partnership; (iii) have adequate net worth and sufficient means to sustain a complete loss of my investment in the Partnership; and (iv) either (Aa) I am an accredited investor as defined in Rule 501 (a) of the Act, the terms of which are set forth in Exhibit I to this Subscription Agreement by virtue of the subparagraph indicated on page B-6 5 or (Bb) I am a resident of Illinois and I am an accredited investor as that term is defined under the law of my state of residence set forth in Exhibit II to this Subscription Agreement by virtue of the subparagraph(s) indicated in the Exhibit or (c) I have a net worth (exclusive of home, furnishings and automobiles) at least three times my investment in the Partnership or my actual gross income for the last two calendar years was, and my projected gross income for the current calendar year will be, not less than three times my investment in the Partnership for each year; (v) have substantial experience in making similar investments; (vi) have, alone or with my purchaser representative, sufficient knowledge to be able to evaluate the merits and risks of this investment; and (vii) have made this decision to invest in the Partnership based on my own or my purchaser representative’s independent evaluation.
(g) I will not transfer or assign this Subscription Agreement, or any of my interest herein. I am acquiring my interest in the Partnership hereunder for my own account and for investment purposes only and not with a view to or for the transfer, assignment, resale or distribution thereof, in whole or in part. I have no present plans to enter into any such contract, undertaking, agreement or arrangement. I understand that the General Partner may in its absolute discretion require any limited partner to redeem all or part of his Units, upon ten 10 days’ ' notice to such limited partner.
(h) If I am not a citizen or resident of the United States for U.S. tax purposes, I agree to pay or reimburse CGM SB or the Partnership for any taxes, including but not limited to withholding tax imposed with respect to my Units.
(i) I understand that as part of the Partnership’s responsibility for the prevention of money laundering, CGM or the general partner may require a detailed verification of identity and the source of payment. In the event of delay or failure by me to produce any information required for verification purposes, the general partner may refuse to accept my application and subscription funds relating thereto or may refuse to process a redemption request until proper information has been provided.
(j) FOR ALL ACCREDITED INVESTORS. I Subscriber hereby represent represents and affirm affirms that (i) I have Subscriber has a net worth alone or with my spouse exceeding 10 ten (10) times my investment; Subscriber's investment or (ii) I have Subscriber has either alone or with my Subscriber's professional advisor the capacity to protect my Subscriber's interests in connection with this transaction or (iii) I am Subscriber is able to bear the economic risk of the investment.
(kj) I represent Subscriber represents that the information contained herein is complete and accurate as of the date hereof and may be relied upon by the General Partner. I Subscriber further represent represents that I Subscriber will notify the General Partner immediately of any adverse change in any such information which may occur prior to the acceptance of my Subscriber's subscription and will promptly send the General Partner written confirmation thereof.
(l) If I am a collective investment vehicle, I am in compliance with all applicable Federal regulatory requirements including the registration rules of the Commodity Futures Trading Commission (“CFTC”).
Appears in 1 contract
Samples: Subscription Agreement (Smith Barney Aaa Energy Fund Lp /Ny)
Representations, Warranties and Covenants of Subscriber. As an inducement to the General Partner on behalf of the Partnership to sell me the Units for which I have subscribed I hereby represent, warrant and agree as follows:
(a) I am over 21 years old, am legally competent to execute this Subscription Agreement and have received and reviewed the Memorandum and the Partnership’s 's most recent monthly statement and annual report, if any, and except as set forth in the Memorandum, no representations or warranties have been made to me by the Partnership, its General Partner or their agents, with respect to the business of the Partnership, the financial condition of the Partnership, the deductibility of any item for tax purposes or the economic, tax, or any other aspects or consequences of a purchase of a Unit, and I have not relied upon any information concerning the offering, written or oral, other than that contained in the Memorandum or provided by the General Partner at my request. In addition, I have been represented by such legal and tax counsel and others selected by me as I have found it necessary to consult concerning this transaction. I am in compliance with all federal and state regulatory requirements applicable to this investment. With respect to the tax aspects of my investment, I am relying upon the advice of my own personal tax advisors and upon my own knowledge with respect thereto.
(b) I have carefully reviewed the various conflicts of interest set forth in the Memorandum, including those arising from the fact that the General Partner is an affiliate of CGMSSB, the selling agent and commodity broker/dealer for the Partnership.
(c) I hereby acknowledge and agree to the terms of the Customer Agreement between the Partnership and CGM SSB and to payment to CGM SSB of the flat round turn rate brokerage fee commissions as described in the Memorandum. I understand that lower brokerage fees might be available, but that the General Partner will not negotiate with CGM SSB or any other broker to obtain such lower rates.
(d) The Partnership has made available to me, prior to the date hereof, the opportunity to ask questions of, and to receive answers from, the General Partner and its representatives, concerning the terms and conditions of the offering, and has afforded me access to obtain any information, documents, financial statements, records and books (i) relating relative to the Partnership, its business, the offering and an investment in the Partnership, and (ii) necessary to verify the accuracy of any information, documents, financial statements, records and books furnished in connection with the offering. All materials and information requested by me, including any information requested to verify any information furnished, have been made available and have been examined to my satisfaction.
(e) I understand that the Partnership offering has not been registered under the Securities Act of 1933, as amended (the “"Act”"), or pursuant to the provisions of the securities or other laws of certain jurisdictions, in reliance on exemptions for private offerings contained in the Act and in the laws of certain jurisdictions. I am fully aware of the restrictions on sale, transferability and assignment of the Units as set forth in the Limited Partnership Agreement, and that I must bear the economic risk of my investment in the Partnership for an indefinite period of time because the offering has not been registered under the Act. I understand that the Units cannot be offered or sold unless they are subsequently registered under the Act or an exemption from such registration is available, and that any transfer requires the consent of the General Partner, who may determine not to permit any specific transfer.
(f) I represent that I am aware of the speculative nature of this investment and of the high degree of risk involved, that I can bear the economic risks of this investment and can afford a complete loss of my investment. As evidence of the foregoing, I hereby represent to you that I: (i) have sufficient liquid assets to pay the purchase price for my interest in the Partnership; (ii) have adequate means of providing for my current needs and possible personal contingencies and have no present need for liquidity of my investment in the Partnership; (iii) have adequate net worth and sufficient means to sustain a complete loss of my investment in the Partnership; and (iv) either (Aa) I am an accredited investor as defined in Rule 501 (a) of the Act, the terms of which are set forth in Exhibit I to this Subscription Agreement by virtue of the subparagraph indicated on page B-6 8 or (Bb) I have a net worth (exclusive of home, furnishings and automobiles) at least three times my investment in the Partnership or my actual gross income for the last two calendar years was, and my projected gross income for the current calendar year will be, not less than three times my investment in the Partnership for each year; (v) have substantial experience in making similar investments; (vi) have, alone or with my purchaser representative, sufficient knowledge to be able to evaluate the merits and risks of this investment; and (vii) have made this decision to invest in the Partnership based on my own or my purchaser representative’s independent evaluation.
(g) I will not transfer or assign this Subscription Agreement, or any of my interest herein. I am acquiring my interest in the Partnership hereunder for my own account and for investment purposes only and not with a view to or for the transfer, assignment, resale or distribution thereof, in whole or in part. I have no present plans to enter into any such contract, undertaking, agreement or arrangement. I understand that the General Partner may in its absolute discretion require any limited partner to redeem all or part of his Units, upon ten days’ ' notice to such limited partner.
(h) If I am not a citizen or resident of the United States for U.S. tax purposes, I agree to pay or reimburse CGM SSB or the Partnership for any taxes, including but not limited to withholding tax imposed with respect to my Units.
(i) I understand that as part of the Partnership’s responsibility for the prevention of money laundering, CGM or the general partner may require a detailed verification of identity and the source of payment. In the event of delay or failure by me to produce any information required for verification purposes, the general partner may refuse to accept my application and subscription funds relating thereto or may refuse to process a redemption request until proper information has been provided.
(j) FOR ALL ACCREDITED INVESTORS. I Subscriber hereby represent represents and affirm affirms that (i) I have Subscriber has a net worth alone or with my spouse exceeding 10 ten (10) times my investment; Subscriber's investment or (ii) I have Subscriber has either alone or with my Subscriber's professional advisor the capacity to protect my Subscriber's interests in connection with this transaction or (iii) I am Subscriber is able to bear the economic risk of the investment.
(kj) I represent Subscriber represents that the information contained herein is complete and accurate as of the date hereof and may be relied upon by the General Partner. I Subscriber further represent represents that I Subscriber will notify the General Partner immediately of any adverse change in any such information which may occur prior to the acceptance of my Subscriber's subscription and will promptly send the General Partner written confirmation thereof.
(lk) If I am a collective investment vehicle, I am in compliance with all applicable Federal regulatory requirements including the registration rules of the Commodity Futures Trading Commission (“CFTC”).
Appears in 1 contract
Samples: Subscription Agreement (Shlomon Smith Barney Aaa Energy Fund Ii Lp)
Representations, Warranties and Covenants of Subscriber. As an inducement to the General Partner on behalf of the Partnership to sell me the Units for which I have subscribed I hereby represent, warrant and agree as follows:
(a) I am over 21 years old, am legally competent to execute this Subscription Agreement and have received and reviewed the Memorandum and the Partnership’s 's most recent monthly statement and annual report, if any, and except as set forth in the Memorandum, no representations or warranties have been made to me by the Partnership, its General Partner or their agents, with respect to the business of the Partnership, the financial condition of the Partnership, the deductibility of any item for tax purposes or the economic, tax, or any other aspects or consequences of a purchase of a Unit, and I have not relied upon any information concerning the offering, written or oral, other than that contained in the Memorandum or provided by the General Partner at my request. In addition, I have been represented by such legal and tax counsel and others selected by me as I have found it necessary to consult concerning this transaction. I am in compliance with all federal and state regulatory requirements applicable to this investment. With respect to the tax aspects of my investment, I am relying upon the advice of my own personal tax advisors and upon my own knowledge with respect thereto.
(b) I have carefully reviewed the various conflicts of interest set forth in the Memorandum, including those arising from the fact that the General Partner is an affiliate of CGMSSB, the selling agent and commodity broker/dealer for the Partnership.
(c) I hereby acknowledge and agree to the terms of the Customer Agreement between the Partnership and CGM SSB and to payment to CGM SSB of the flat rate brokerage fee as described in the Memorandum. I understand that lower brokerage fees might be available, but that the General Partner will not negotiate with CGM SSB or any other broker to obtain such lower rates.
(d) The Partnership has made available to me, prior to the date hereof, the opportunity to ask questions of, and to receive answers from, the General Partner and its representatives, concerning the terms and conditions of the offering, and has afforded me access to obtain any information, documents, financial statements, records and books (i) relating relative to the Partnership, its business, the offering and an investment in the Partnership, and (ii) necessary to verify the accuracy of any information, documents, financial statements, records and books furnished in connection with the offering. All materials and information requested by me, including any information requested to verify any information furnished, have been made available and have been examined to my satisfaction.
(e) I understand that the Partnership offering has not been registered under the Securities Act of 1933, as amended (the “"Act”"), or pursuant to the provisions of the securities or other laws of certain jurisdictions, in reliance on exemptions for private offerings contained in the Act and in the laws of certain jurisdictions. I am fully aware of the restrictions on sale, transferability and assignment of the Units as set forth in the Limited Partnership Agreement, and that I must bear the economic risk of my investment in the Partnership for an indefinite period of time because the offering has not been registered under the Act. I understand that the Units cannot be offered or sold unless they are subsequently registered under the Act or an exemption from such registration is available, and that any transfer requires the consent of the General Partner, who may determine not to permit any specific transfer.
(f) I represent that I am aware of the speculative nature of this investment and of the high degree of risk involved, that I can bear the economic risks of this investment and can afford a complete loss of my investment. As evidence of the foregoing, I hereby represent to you that I: (i) have sufficient liquid assets to pay the purchase price for my interest in the Partnership; (ii) have adequate means of providing for my current needs and possible personal contingencies and have no present need for liquidity of my investment in the Partnership; (iii) have adequate net worth and sufficient means to sustain a complete loss of my investment in the Partnership; and (iv) either (Aa) I am an accredited investor as defined in Rule 501 (a) of the Act, the terms of which are set forth in Exhibit I to this Subscription Agreement by virtue of the subparagraph indicated on page B-6 C-5 or (Bb) I have a net worth (exclusive of home, furnishings and automobiles) at least three times my investment in the Partnership or my actual gross income for the last two calendar years was, and my projected gross income for the current calendar year will be, not less than three times my investment in the Partnership for each year; (v) have substantial experience in making similar investments; (vi) have, alone or with my purchaser representative, sufficient knowledge to be able to evaluate the merits and risks of this investment; and (vii) have made this decision to invest in the Partnership based on my own or my purchaser representative’s independent evaluation.
(g) I will not transfer or assign this Subscription Agreement, or any of my interest herein. I am acquiring my interest in the Partnership hereunder for my own account and for investment purposes only and not with a view to or for the transfer, assignment, resale or distribution thereof, in whole or in part. I have no present plans to enter into any such contract, undertaking, agreement or arrangement. I understand that the General Partner may in its absolute discretion require any limited partner to redeem all or part of his Units, upon ten 10 days’ ' notice to such limited partner.
(h) If I am not a citizen or resident of the United States for U.S. tax purposes, I agree to pay or reimburse CGM SSB or the Partnership for any taxes, including but not limited to withholding tax imposed with respect to my Units.
(i) I understand that as part of the Partnership’s responsibility for the prevention of money laundering, CGM or the general partner may require a detailed verification of identity and the source of payment. In the event of delay or failure by me to produce any information required for verification purposes, the general partner may refuse to accept my application and subscription funds relating thereto or may refuse to process a redemption request until proper information has been provided.
(j) FOR ALL ACCREDITED INVESTORS. I hereby represent and affirm that (i) I have a net worth alone or with my spouse exceeding 10 times my investment; (ii) I have either alone or with my professional advisor the capacity to protect my interests in connection with this transaction or (iii) I am able to bear the economic risk of the investment.
(k) I represent that the information contained herein is complete and accurate as of the date hereof and may be relied upon by the General Partner. I further represent that I will notify the General Partner immediately of any adverse change in any such information which may occur prior to the acceptance of my subscription and will promptly send the General Partner written confirmation thereof.
(l) If I am a collective investment vehicle, I am in compliance with all applicable Federal regulatory requirements including the registration rules of the Commodity Futures Trading Commission (“CFTC”)Commission.
Appears in 1 contract
Samples: Subscription Agreement (Shlomon Smith Barney Orion Futures Fund Lp)
Representations, Warranties and Covenants of Subscriber. As an inducement to the General Partner on behalf of the Partnership to sell me the Units for which I have subscribed I hereby represent, warrant and agree as follows:
(a) I am over 21 years old, am legally competent to execute this Subscription Agreement and have received and reviewed the Memorandum and the Partnership’s most recent monthly statement and annual report, if any, and except as set forth in the Memorandum, no representations or warranties have been made to me by the selling agent indicated by check-mark on the cover of this Subscription Agreement (the “Selling Agent”), the Partnership, its General Partner or their agents, with respect to the business of the Partnership, the financial condition of the Partnership, the deductibility of any item for tax purposes or the economic, tax, or any other aspects or consequences of a purchase of a Unit, and I have not relied upon any information concerning the offering, written or oral, other than that contained in the Memorandum or provided by the General Partner (as the same may have been relayed to me by the Selling Agent) at my request. In addition, I have been represented by such legal and tax counsel and others selected by me as I have found it necessary to consult concerning this transaction. I am in compliance with all federal and state regulatory requirements requirements, including those of the Commodity Futures Trading Commission (the “CFTC”), applicable to this investment. With respect to the tax aspects of my investment, I am relying upon the advice of my own personal tax advisors and upon my own knowledge with respect thereto.
(b) I have carefully reviewed the various conflicts of interest set forth in the Memorandum, including those arising from the fact that the General Partner is an affiliate of indirectly owned by CGM, the a selling agent and the commodity broker/dealer for the Partnership, and is an affiliate of MSSB, a selling agent for the Partnership.
(c) I hereby acknowledge and agree to the terms of the Customer Agreement between the Partnership and CGM and to the payment to CGM of the flat rate brokerage fee as described in the Memorandum. I understand that lower brokerage fees might be available, but that the General Partner will not negotiate with CGM or any other broker to obtain such lower rates. I further understand that MSSB will be compensated by a payment of a portion of the flat rate brokerage fee received by CGM that is calculated based on the number of limited partners in the Partnership that are customers of MSSB.
(d) The Partnership has made available to me, prior to the date hereof, the opportunity to ask questions of, and to receive answers from, the General Partner and its representatives, concerning the terms and conditions of the offering, and has afforded me access to obtain any information, documents, financial statements, records and books (i) relating to the Partnership, its business, the offering and an investment in the Partnership, and (ii) necessary to verify the accuracy of any information, documents, financial statements, records and books furnished in connection with the offering. All materials and information requested by me, including any information requested to verify any information furnished, have been made available and have been examined to my satisfaction.
(e) I understand that the Partnership offering has not been registered under the Securities Act of 1933, as amended (the “Act”), or pursuant to the provisions of the securities or other laws of certain jurisdictions, in reliance on exemptions for private offerings contained in the Act and in the laws of certain jurisdictions. I am fully aware of the restrictions on sale, transferability and assignment of the Units as set forth in the Limited Partnership Agreement (the “Partnership Agreement”) of the Partnership as amended from time to time, and that I must bear the economic risk of my investment in the Partnership for an indefinite period of time because the offering has not been registered under the Act. I understand that the Units cannot be offered or sold unless they are subsequently registered under the Act or an exemption from such registration is available, available and that any transfer requires the consent of the General Partner, who may determine not to permit any specific transfer.
(f) I represent that I am aware of the speculative nature of this investment and of the high degree of risk involved, that I can bear the economic risks of this investment and that I can afford a complete loss of my investment. As evidence of the foregoing, I hereby represent to you that I: (i) have sufficient liquid assets to pay the purchase price for my interest in the Partnership; (ii) have adequate means of providing for my current needs and possible personal contingencies and have no present need for liquidity of my investment in the Partnership; (iii) have adequate net worth and sufficient means to sustain a complete loss of my investment in the Partnership; (iv) either (Aa) I am an accredited investor as defined in Rule 501 (a501(a) of the Act, the terms of which are set forth in Exhibit I to this Subscription Agreement by virtue of the subparagraph indicated on page B-6 B-7 or (Bb) I have a net worth (exclusive of home, furnishings and automobiles) at least three times my investment in the Partnership or my actual gross income for the last two calendar years was, and my projected gross income for the current calendar year will be, not less than three times my investment in the Partnership for each year; (v) have substantial experience in making similar investments; (vi) have, alone or with my purchaser representative, sufficient knowledge to be able to evaluate the merits and risks of this investment; and (vii) have made this decision to invest in the Partnership based on my own or my purchaser representative’s independent evaluation.
(g) I will not transfer or assign this Subscription Agreement, or any of my interest herein. I am acquiring my interest in the Partnership hereunder for my own account and for investment purposes only and not with a view to or for the transfer, assignment, resale or distribution thereof, in whole or in part. I have no present plans to enter into any such contract, undertaking, agreement or arrangement. I understand that, by making an investment in the Partnership, I will be a limited partner. I understand that the General Partner may in its absolute discretion require any limited partner to redeem all or part of his Units, upon ten 10 days’ notice to such limited partner.
(h) If I am not a citizen or resident of the United States for U.S. tax purposes, I agree to pay or reimburse CGM CGM, MSSB or the Partnership for any taxes, including but not limited to withholding tax imposed with respect to my Units.
(i) I understand that as part of the Partnership’s responsibility for the prevention of money laundering, CGM CGM, MSSB or the general partner General Partner may require a detailed verification of identity and the source of payment. In the event of delay or failure by me to produce any information required for verification purposes, the general partner General Partner may refuse to accept my application and subscription funds relating thereto or may refuse to process a redemption request until proper information has been provided.
(j) FOR ALL ACCREDITED INVESTORS. I hereby represent and affirm that (i) I have a net worth alone or with my spouse exceeding 10 times my investment; (ii) I have either alone or with my professional advisor the capacity to protect my interests in connection with this transaction or (iii) I am able to bear the economic risk of the investment.
(k) I represent that the information contained herein is complete and accurate as of the date hereof and may be relied upon by the General Partner. I further represent that I will notify the General Partner immediately of any adverse change in any such information which may occur prior to the acceptance of my subscription and will promptly send the General Partner written confirmation thereof.
(l) If I am a collective investment vehicle, I am in compliance with all applicable Federal regulatory requirements including the registration rules of the Commodity Futures Trading Commission CFTC.
(“CFTC”)m) I understand that my subscription payment must be received by the Partnership on or before the specified settlement date.
Appears in 1 contract
Samples: Subscription Agreement (Aaa Capital Energy Fund L.P. Ii)
Representations, Warranties and Covenants of Subscriber. As an inducement to the General Partner on behalf of the Partnership to sell me the Units for which I have subscribed I hereby represent, warrant and agree as follows:
(a) I am over 21 years old, am legally competent to execute this Subscription Agreement and have received and reviewed the Memorandum and the Partnership’s most recent monthly statement and annual report, if any, and except as set forth in the Memorandum, no representations or warranties have been made to me by the Partnership, its General Partner or their agents, with respect to the business of the Partnership, the financial condition of the Partnership, the deductibility of any item for tax purposes or the economic, tax, or any other aspects or consequences of a purchase of a Unit, and I have not relied upon any information concerning the offering, written or oral, other than that contained in the Memorandum or provided by the General Partner at my request. In addition, I have been represented by such legal and tax counsel and others selected by me as I have found it necessary to consult concerning this transaction. I am in compliance with all federal and state regulatory requirements applicable to this investment. With respect to the tax aspects of my investment, I am relying upon the advice of my own personal tax advisors and upon my own knowledge with respect thereto.
(b) I have carefully reviewed the various conflicts of interest set forth in the Memorandum, including those arising from the fact that the General Partner is an affiliate of CGM, the selling agent and commodity broker/dealer for the Partnership.
(c) I am authorized, and the individual or individuals signing this Agreement are empowered to enter into this Subscription Agreement and become a limited partner in the Partnership.
(d) I hereby acknowledge and agree to the terms of the Customer Agreement between the Partnership and CGM and to the payment to CGM of the flat rate brokerage fee fees as described in the Memorandum. I understand that lower brokerage fees might be available, but that the General Partner will not negotiate with CGM or any other broker to obtain such lower rates. Additionally, I hereby acknowledge and agree to the payment to the General Partner of an administrative fee as described in the Memorandum.
(de) The Partnership has made available to me, prior to the date hereof, the opportunity to ask questions of, and to receive answers from, the General Partner and its representatives, concerning the terms and conditions of the offering, and has afforded me access to obtain any information, documents, financial statements, records and books (i) relating to the Partnership, its business, the offering and an investment in the Partnership, and (ii) necessary to verify the accuracy of any information, documents, financial statements, records and books furnished in connection with the offering. All materials and information requested by me, including any information requested to verify any information furnished, have been made available and have been examined to my satisfaction.
(ef) I understand that the Partnership offering has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or pursuant to the provisions of the securities or other laws of certain jurisdictions, in reliance on exemptions for private offerings contained in the Securities Act and in the laws of certain jurisdictions. I am fully aware of the restrictions on sale, transferability and assignment of the Units as set forth in the Limited Partnership Agreement, and that I must bear the economic risk of my investment in the Partnership for an indefinite period of time because the offering has not been registered under the Securities Act. I understand that the Units cannot be offered or sold unless they are subsequently registered under the Securities Act or an exemption from such registration is available, and that any transfer requires the consent of the General Partner, who may determine not to permit any specific transfer.
(fg) I represent that I am aware of the speculative nature of this investment and of the high degree of risk involved, that I can bear the economic risks of this investment and can afford a complete loss of my investment. As evidence of the foregoing, I hereby represent to you that I: :
(i) have sufficient liquid assets to pay the purchase price for my interest in the Partnership; ;
(ii) have adequate means of providing for my current needs and possible personal contingencies and have no present need for liquidity of my investment in the Partnership; ;
(iii) have adequate net worth and sufficient means to sustain a complete loss of my investment in the Partnership; ;
(iv) either (A) I am an accredited investor as defined in Rule 501 (a) of the Act, the terms of which are set forth in Exhibit I to this Subscription Agreement by virtue of the subparagraph indicated on page B-6 or (B) I have a net worth (exclusive of home, furnishings and automobiles) at least three times my investment in the Partnership or my actual gross income for the last two calendar years was, and my projected gross income for the current calendar year will be, not less than three times my investment in the Partnership for each year; (v) have substantial experience in making similar investments; ;
(viv) have, alone or with my purchaser representative, have sufficient knowledge to be able to evaluate the merits and risks of this investment; and ;
(viivi) have made this decision to invest in the Partnership based on my own or my purchaser representative’s independent evaluation;
(vii) (x) am an accredited investor as defined in Rule 501(a) of the Securities Act; (y) am a qualified eligible person as defined in Commodity Futures Trading Commission (“CFTC”) Rule 4.7; and (z) own securities of issuers unaffiliated with me and other investments with an aggregate market value in excess of $5,000,000. See Exhibit I for the terms of these qualifications.
(gh) I will not transfer or assign this Subscription Agreement, or any of my interest herein. I am acquiring my interest in the Partnership hereunder for my own account and for investment purposes only and not with a view to or for the transfer, assignment, resale or distribution thereof, in whole or in part. I have no present plans to enter into any such contract, undertaking, agreement or arrangement. I understand that the General Partner may in its absolute discretion require any limited partner to redeem all or part of his Units, upon ten 10 days’ notice to such limited partner.
(hi) If I am not a citizen or resident of the United States for U.S. tax purposes, I agree to pay or reimburse CGM or the Partnership for any taxes, including but not limited to withholding tax imposed with respect to my Units.
(ij) If I am a collective investment vehicle, I am in compliance with all applicable Federal regulatory requirements including the registration rules of the Commodity Futures Trading Commission.
(k) I understand that as part of the Partnership’s responsibility for the prevention of money laundering, CGM or the general partner General Partner may require a detailed verification of identity and the source of payment. In the event of delay or failure by me to produce any information required for verification purposes, the general partner General Partner may refuse to accept my application and subscription funds relating thereto or may refuse to process a redemption request until proper information has been provided.
(jl) FOR ALL ACCREDITED INVESTORS. I hereby represent and affirm that (i) I have a net worth worth, either alone or with my spouse spouse, exceeding 10 ten (10) times my investment; , or (ii) I have have, either alone or with my professional advisor advisor, the capacity to protect my interests in connection with this transaction transaction, or (iii) I am able to bear the economic risk of the this investment.
(km) I represent that the information contained herein is complete and accurate as of the date hereof and may be relied upon by the General Partner. I further represent that I will notify the General Partner immediately of any adverse change in any such information which may occur prior to the acceptance of my subscription and will promptly send the General Partner written confirmation thereof.
(l) If I am a collective investment vehicle, I am in compliance with all applicable Federal regulatory requirements including the registration rules of the Commodity Futures Trading Commission (“CFTC”).
Appears in 1 contract
Samples: Subscription Agreement (Citigroup Emerging Cta Portfolio Lp)
Representations, Warranties and Covenants of Subscriber. As an inducement to the General Partner on behalf of the Partnership to sell me the Units for which I have subscribed I hereby represent, warrant and agree as follows:
(a) I am over 21 years old, am legally competent to execute this Subscription Agreement and have received and reviewed the Memorandum and the Partnership’s most recent monthly statement and annual report, if any, and except as set forth in the Memorandum, no representations or warranties have been made to me by the selling agent indicated by check-xxxx on the cover of this Subscription Agreement (the “Selling Agent”), the Partnership, its General Partner or their agents, with respect to the business of the Partnership, the financial condition of the Partnership, the deductibility of any item for tax purposes or the economic, tax, or any other aspects or consequences of a purchase of a Unit, and I have not relied upon any information concerning the offering, written or oral, other than that contained in the Memorandum or provided by the General Partner (as the same may have been relayed to me by the Selling Agent) at my request. In addition, I have been represented by such legal and tax counsel and others selected by me as I have found it necessary to consult concerning this transaction. I am in compliance with all federal and state regulatory requirements applicable to this investment. With respect to the tax aspects of my investment, I am relying upon the advice of my own personal tax advisors and upon my own knowledge with respect thereto.
(b) I have carefully reviewed the various conflicts of interest set forth in the Memorandum, including those arising from the fact that the General Partner is an affiliate of indirectly owned by CGM, the a selling agent and the commodity broker/dealer for the Partnership, and is an affiliate of MSSB, a selling agent for the Partnership.
(c) I hereby acknowledge and agree to the terms of the Customer Agreement between the Partnership and CGM and to the payment to CGM of the flat rate brokerage fee as described in the Memorandum. I understand that lower brokerage fees might be available, but that the General Partner will not negotiate with CGM or any other broker to obtain such lower rates. I further understand that MSSB will be compensated by a payment of a portion of the flat rate brokerage fee received by CGM that is calculated based on the number of limited partners in the Partnership that are customers of MSSB.
(d) The Partnership has made available to me, prior to the date hereof, the opportunity to ask questions of, and to receive answers from, the General Partner and its representatives, concerning the terms and conditions of the offering, and has afforded me access to obtain any information, documents, financial statements, records and books (i) relating to the Partnership, its business, the offering and an investment in the Partnership, and (ii) necessary to verify the accuracy of any information, documents, financial statements, records and books furnished in connection with the offering. All materials and information requested by me, including any information requested to verify any information furnished, have been made available and have been examined to my satisfaction.
(e) I understand that the Partnership offering has not been registered under the Securities Act of 1933, as amended (the “Act”), or pursuant to the provisions of the securities or other laws of certain jurisdictions, in reliance on exemptions for private offerings contained in the Act and in the laws of certain jurisdictions. I am fully aware of the restrictions on sale, transferability and assignment of the Units as set forth in the Limited limited partnership agreement (the “Partnership Agreement”) of the Partnership as amended from time to time, and that I must bear the economic risk of my investment in the Partnership for an indefinite period of time because the offering has not been registered under the Act. I understand that the Units cannot be offered or sold unless they are subsequently registered under the Act or an exemption from such registration is available, and that any transfer requires the consent of the General Partner, who may determine not to permit any specific transfer.
(f) I represent that I am aware of the speculative nature of this investment and of the high degree of risk involved, that I can bear the economic risks of this investment and that I can afford a complete loss of my investment. As evidence of the foregoing, I hereby represent to you that I: (i) have sufficient liquid assets to pay the purchase price for my interest in the Partnership; (ii) have adequate means of providing for my current needs and possible personal contingencies and have no present need for liquidity of my investment in the Partnership; (iii) have adequate net worth and sufficient means to sustain a complete loss of my investment in the Partnership; (iv) either (A) I am an accredited investor as defined in Rule 501 (a501(a) of the Act, the terms of which are set forth in Exhibit I to this Subscription Agreement by virtue of the subparagraph indicated on page B-6 7 or (B) I have a net worth (exclusive of home, furnishings and automobiles) at least three times my investment in the Partnership or my actual gross income for the last two calendar years was, and my projected gross income for the current calendar year will be, not less than three times my investment in the Partnership for each year; (v) have substantial experience in making similar investments; (vi) have, alone or with my purchaser representative, sufficient knowledge to be able to evaluate the merits and risks of this investment; and (vii) have made this decision to invest in the Partnership based on my own or my purchaser representative’s independent evaluation.
(g) I will not transfer or assign this Subscription Agreement, or any of my interest herein. I am acquiring my interest in the Partnership hereunder for my own account and for investment purposes only and not with a view to or for the transfer, assignment, resale or distribution thereof, in whole or in part. I have no present plans to enter into any such contract, undertaking, agreement or arrangement. I understand that, by making an investment in the Partnership, I will be a limited partner. I understand that the General Partner may in its absolute discretion require any limited partner to redeem all or part of his Units, upon ten days’ notice to such limited partner.
(h) If I am not a citizen or resident of the United States for U.S. tax purposes, I agree to pay or reimburse CGM CGM, MSSB or the Partnership for any taxes, including but not limited to withholding tax imposed with respect to my Units.
(i) I understand that as part of the Partnership’s responsibility for the prevention of money laundering, CGM CGM, MSSB or the general partner General Partner may require a detailed verification of identity and the source of payment. In the event of delay or failure by me to produce any information required for verification purposes, the general partner General Partner may refuse to accept my application and subscription funds relating thereto or may refuse to process a redemption request until proper information has been provided.
(j) FOR ALL ACCREDITED INVESTORS. I hereby represent and affirm that (i) I have a net worth alone or with my spouse exceeding 10 times my investment; (ii) I have either alone or with my professional advisor the capacity to protect my interests in connection with this transaction or (iii) I am able to bear the economic risk of the investment.
(k) I represent that the information contained herein is complete and accurate as of the date hereof and may be relied upon by the General Partner. I further represent that I will notify the General Partner immediately of any adverse change in any such information which may occur prior to the acceptance of my subscription and will promptly send the General Partner written confirmation thereof.
(l) If I am a collective investment vehicle, I am in compliance with all applicable Federal regulatory requirements including the registration rules of the Commodity Futures Trading Commission (“CFTC”).
(m) I understand that my subscription payment must be received by the Partnership on or before the specified settlement date.
Appears in 1 contract
Samples: Subscription Agreement (Fairfield Futures Fund Lp Ii)
Representations, Warranties and Covenants of Subscriber. As an inducement to the General Partner on behalf of the Partnership to sell me the Units for which I have subscribed I hereby represent, warrant and agree as follows:
(a) I am over 21 years old, am legally competent to execute this Subscription Agreement and have received and reviewed the Memorandum and the Partnership’s most recent monthly statement and annual report, if any, and except as set forth in the Memorandum, no representations or warranties have been made to me by the Placement Agent, the Partnership, its General Partner or their agents, with respect to the business of the Partnership, the financial condition of the Partnership, the deductibility of any item for tax purposes or the economic, tax, or any other aspects or consequences of a purchase of a Unit, and I have not relied upon any information concerning the offering, written or oral, other than that contained in the Memorandum or provided by the General Partner (as the same may have been relayed to me by the Placement Agent) at my request. In addition, I have been represented by such legal and tax counsel and others selected by me as I have found it necessary to consult concerning this transaction. I am in compliance with all federal and state regulatory requirements requirements, including those of the Commodity Futures Trading Commission (the “CFTC”) applicable to this investment. With respect to the tax aspects of my investment, I am relying upon the advice of my own personal tax advisors and upon my own knowledge with respect thereto.
(b) I have carefully reviewed the various conflicts of interest set forth in the Memorandum, including those arising from the fact that the General Partner is an affiliate of indirectly owned by Citigroup Global Markets Inc., a New York corporation (“CGM”), which serves as the selling agent and commodity broker/dealer for the Partnership.
(c) I hereby acknowledge and agree to the terms of the Customer Agreement between the Partnership and CGM and to the payment to CGM of the flat rate a brokerage fee commission as described in the Memorandum. I understand that lower brokerage fees commissions might be available, but that the General Partner will not negotiate with CGM or any other broker to obtain such lower rates. I further understand that, under the terms of the Placement Agreement by and among the Partnership, CGM and the Placement Agent, the Placement Agent will be compensated by a payment of a portion of the brokerage commission received by CGM that is calculated based on the number of limited partners in the Partnership that are customers of the Placement Agent.
(d) The Partnership has made available to me, prior to the date hereof, the opportunity to ask questions of, and to receive answers from, the General Partner and its representatives, concerning the terms and conditions of the offering, and has afforded me access to obtain any information, documents, financial statements, records and books (i) relating to the Partnership, its business, the offering and an investment in the Partnership, and (ii) necessary to verify the accuracy of any information, documents, financial statements, records and books furnished in connection with the offering. All materials and information requested by me, including any information requested to verify any information furnished, have been made available and have been examined to my satisfaction.
(e) I understand that the Partnership offering has not been registered under the Securities Act of 1933, as amended (the “Act”), or pursuant to the provisions of the securities or other laws of certain jurisdictions, in reliance on exemptions for private offerings contained in the Act and in the laws of certain jurisdictions. I am fully aware of the restrictions on sale, transferability and assignment of the Units as set forth in the Limited limited partnership agreement (the “Partnership Agreement”) of the Partnership, as amended from time to time, and that I must bear the economic risk of my investment in the Partnership for an indefinite period of time because the offering has not been registered under the Act. I understand that the Units cannot be offered or sold unless they are subsequently registered under the Act or an exemption from such registration is available, and that any transfer requires the consent of the General Partner, who may determine not to permit any specific transfer.
(f) I represent that I am aware of the speculative nature of this investment and of the high degree of risk involved, that I can bear the economic risks of this investment and that I can afford a complete loss of my investment. As evidence of the foregoing, I hereby represent to you that I: (i) have sufficient liquid assets to pay the purchase price for my interest in the Partnership; (ii) have adequate means of providing for my current needs and possible personal contingencies and have no present need for liquidity of my investment in the Partnership; (iii) have adequate net worth and sufficient means to sustain a complete loss of my investment in the Partnership; (iv) either (A) I am an accredited investor as defined in Rule 501 (a) of the Act, the terms of which are set forth in Exhibit I to this Subscription Agreement by virtue of the subparagraph indicated on page B-6 or (B) I have a net worth (exclusive of home, furnishings and automobiles) at least three times my investment in the Partnership or my actual gross income for the last two calendar years was, and my projected gross income for the current calendar year will be, not less than three times my investment in the Partnership for each yearB-8; (v) have substantial experience in making similar investments; (vi) have, alone or with my purchaser representative, sufficient knowledge to be able to evaluate the merits and risks of this investment; and (vii) have made this decision to invest in the Partnership based on my own or my purchaser representative’s independent evaluation.
(g) I will not transfer or assign this Subscription Agreement, or any of my interest herein. I am acquiring my interest in the Partnership hereunder for my own account and for investment purposes only and not with a view to or for the transfer, assignment, resale or distribution thereof, in whole or in part. I have no present plans to enter into any such contract, undertaking, agreement or arrangement. I understand that, by making an investment in the Partnership, I will be a limited partner. I understand that the General Partner may in its absolute discretion require any limited partner to redeem all or part of his Units, upon ten days’ notice to such limited partner.
(h) If I am not a citizen or resident of the United States for U.S. tax purposes, I agree to pay or reimburse CGM the Placement Agent or the Partnership for any taxes, including but not limited to withholding tax imposed with respect to my Units.
(i) I understand that as part of the Partnership’s responsibility for the prevention of money laundering, CGM CGM, the Placement Agent or the general partner General Partner may require a detailed verification of identity and the source of payment. In the event of delay or failure by me to produce any information required for verification purposes, the general partner General Partner may refuse to accept my application and subscription funds relating thereto or may refuse to process a redemption request until proper information has been provided. In this regard, I further understand that I must make the additional representations, warranties and covenants with respect to the prevention of money laundering in paragraph 7 of this Subscription Agreement.
(j) FOR ALL ACCREDITED INVESTORS. I hereby represent and affirm that (i) I have a net worth alone or with my spouse exceeding 10 times my investment; (ii) I have either alone or with my professional advisor the capacity to protect assess the terms and potential risks and my interests rights and obligations in connection with this transaction or (iii) I am able to bear the economic risk of the investment.
(k) I represent that the information contained herein is complete and accurate as of the date hereof and may be relied upon by the General Partner. I further represent that I will notify the General Partner immediately of any adverse change in any such information which may occur prior to the acceptance of my subscription and will promptly send the General Partner written confirmation thereof.
(l) If I am a collective investment vehicle, I am in compliance with all applicable Federal regulatory requirements including the registration rules of the Commodity Futures Trading Commission CFTC.
(m) I represent that I am not and will not become a “Benefit Plan Investor” within the meaning of U.S. Department of Labor Regulation 29 C.F.R. § 2510.3-101, as amended by the Pension Protection Act of 2006 (the “Plan Assets Regulation”). Generally, a “Benefit Plan Investor” is any plan or fund organized by an employer or employee organization subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“CFTCERISA”), or any plans subject to Section 4975 of the Internal Revenue Code of 1986 (the “Code”) to provide retirement, deferred compensation, welfare or similar benefits to employees or beneficiaries, including an entity described in Section (g) of the Plan Assets Regulation, in which 25% or more of any class of equity interests is owned by such plans and that is primarily engaged in the business of investing capital.
(n) I understand that my subscription payment must be received by the Partnership on or before the specified settlement date.
Appears in 1 contract
Representations, Warranties and Covenants of Subscriber. As an inducement to the General Partner on behalf of the Partnership to sell me the Units for which I have subscribed I hereby represent, warrant and agree as follows:
(a) I am over 21 years old, am legally competent to execute this Subscription Agreement and have received and reviewed the Memorandum and the Partnership’s most recent monthly statement and annual report, if any, and except as set forth in the Memorandum, no representations or warranties have been made to me by the Partnership, its General Partner or their agents, with respect to the business of the Partnership, the financial condition of the Partnership, the deductibility of any item for tax purposes or the economic, tax, or any other aspects or consequences of a purchase of a Unit, and I have not relied upon any information concerning the offering, written or oral, other than that contained in the Memorandum or provided by the General Partner at my request. In addition, I have been represented by such legal and tax counsel and others selected by me as I have found it necessary to consult concerning this transaction. I am in compliance with all federal and state regulatory requirements applicable to this investment. With respect to the tax aspects of my investment, I am relying upon the advice of my own personal tax advisors and upon my own knowledge with respect thereto.
(b) I have carefully reviewed the various conflicts of interest set forth in the Memorandum, including those arising from the fact that the General Partner is an affiliate of CGM, the selling agent and commodity broker/dealer for the Partnership.
(c) I hereby acknowledge and agree to the terms of the Customer Agreement between the Partnership and CGM and to the payment to CGM of the flat rate brokerage fee as described in the Memorandum. I understand that lower brokerage fees might be available, but that the General Partner will not negotiate with CGM or any other broker to obtain such lower rates.
(d) The Partnership has made available to me, prior to the date hereof, the opportunity to ask questions of, and to receive answers from, the General Partner and its representatives, concerning the terms and conditions of the offering, and has afforded me access to obtain any information, documents, financial statements, records and books (i) relating to the Partnership, its business, the offering and an investment in the Partnership, and (ii) necessary to verify the accuracy of any information, documents, financial statements, records and books furnished in connection with the offering. All materials and information requested by me, including any information requested to verify any information furnished, have been made available and have been examined to my satisfaction.
(e) I understand that the Partnership offering has not been registered under the Securities Act of 1933, as amended (the “Act”), or pursuant to the provisions of the securities or other laws of certain jurisdictions, in reliance on exemptions for private offerings contained in the Act and in the laws of certain jurisdictions. I am fully aware of the restrictions on sale, transferability and assignment of the Units as set forth in the Limited Partnership Agreement, and that I must bear the economic risk of my investment in the Partnership for an indefinite period of time because the offering has not been registered under the Act. I understand that the Units cannot be offered or sold unless they are subsequently registered under the Act or an exemption from such registration is available, and that any transfer requires the consent of the General Partner, who may determine not to permit any specific transfer.
(f) I represent that I am aware of the speculative nature of this investment and of the high degree of risk involved, that I can bear the economic risks of this investment and can afford a complete loss of my investment. As evidence of the foregoing, I hereby represent to you that I: (i) have sufficient liquid assets to pay the purchase price for my interest in the Partnership; (ii) have adequate means of providing for my current needs and possible personal contingencies and have no present need for liquidity of my investment in the Partnership; (iii) have adequate net worth and sufficient means to sustain a complete loss of my investment in the Partnership; (iv) either (A) I am an accredited investor as defined in Rule 501 (a) of the Act, the terms of which are set forth in Exhibit I to this Subscription Agreement by virtue of the subparagraph indicated on page B-6 or (B) I have a net worth (exclusive of home, furnishings and automobiles) at least three times my investment in the Partnership or my actual gross income for the last two calendar years was, and my projected gross income for the current calendar year will be, not less than three times my investment in the Partnership for each yearB-6; (v) have substantial experience in making similar investments; (vi) have, alone or with my purchaser representative, have sufficient knowledge to be able to evaluate the merits and risks of this investment; and (vii) have made this the decision to invest in the Partnership based on my own or my purchaser representative’s independent evaluation.
(g) I will not transfer or assign this Subscription Agreement, or any of my interest herein. I am acquiring my interest in the Partnership hereunder for my own account and for investment purposes only and not with a view to or for the transfer, assignment, resale or distribution thereof, in whole or in part. I have no present plans to enter into any such contract, undertaking, agreement or arrangement. I understand that the General Partner may in its absolute discretion require any limited partner to redeem all or part of his Units, upon ten days’ notice to such limited partner.
(h) If I am not a citizen or resident of the United States for U.S. tax purposes, I agree to pay or reimburse CGM or the Partnership for any taxes, including but not limited to withholding tax imposed with respect to my Units.
(i) I understand that as part of the Partnership’s responsibility for the prevention of money laundering, CGM or the general partner may require a detailed verification of identity and the source of payment. In the event of delay or failure by me to produce any information required for verification purposes, the general partner may refuse to accept my application and subscription funds relating thereto or may refuse to process a redemption request until proper information has been provided.
(j) FOR ALL ACCREDITED INVESTORS. I hereby represent and affirm that (i) I have a net worth alone or with my spouse exceeding 10 times my investment; (ii) I have either alone or with my professional advisor the capacity to protect my interests in connection with this transaction or (iii) I am able to bear the economic risk of the investment.
(k) I represent that the information contained herein is complete and accurate as of the date hereof and may be relied upon by the General Partner. I further represent that I will notify the General Partner immediately of any adverse change in any such information which may occur prior to the acceptance of my subscription and will promptly send the General Partner written confirmation thereof.
(l) If I am a collective investment vehicle, I am in compliance with all applicable Federal regulatory requirements including the registration rules of the Commodity Futures Trading Commission (“CFTC”).
Appears in 1 contract
Samples: Subscription Agreement (Smith Barney Warrington Fund L P)
