EXHIBIT 15(ii)
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LIMITED PARTNERSHIP UNIT DISTRIBUTION POLICY
Units ("Units") offered for each Synreal Services limited
partnership are to be sold only in the provinces of British
Columbia and Alberta. Units will be sold on a best effort
basis by the officers of Synreal Services together with such
other persons as may be designated from time to time by it, in
accordance with the provisions of the Securities Act (British
Columbia) and the Securities Act (Alberta).
The Company will enter into Agency Agreements with such
persons ("Agents") as the Synreal Services may select to act
as selling agents of the Units and only persons qualified to
act as selling agents of the Units under applicable securities
laws will be selected.
The Units for each real estate investment are to be offered
for sale on a private placement basis in accordance with and
subject to compliance with the filing requirements of the
following exemptions from prospectus and registration
requirements:
(a) in British Columbia, in accordance with:
(i) Section 55(2)(4) of the Securities Act (British
Columbia) (The "BC Act") restricted to purchasers who are
purchasing as principal Canadian Partnership Units having an
aggregate acquisition cost to the purchaser of not less than
Cdn. $97,000 provided that, if an individual, the purchaser
completes and delivers to the Canadian Partnership a Form 20A
(IP),
(ii) Section 128(a) of the Securities Rules of the British
Columbia Securities Commission made pursuant to the BC Act
(the "BC Rules"), provided that all conditions pertaining to
the availability of the exemption are satisfied (including the
restriction that sales under this exemption cannot be made to
more than 49 different purchasers within the preceding twelve
month period), and that the purchaser completes and delivers
to the Canadian Partnership a Form 20A (IP) or Form 20A (NIP)
as applicable to the particular purchaser,
(iii) Section 128(b) of the BC Rules provided that such
purchaser is a "sophisticated purchaser" within the meaning of
the BC Rules and is purchasing, as principal, Units having an
aggregate acquisition cost of not less than Cdn, $25,000 and
provided further that all other conditions (including the
delivery by the purchaser of a Form 20A (IP) or Form 20 A
(NIP) as applicable to the particular purchaser) to the
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availability of that exemption are satisfied, and
(iv) Section 128 (c) of the BC Rules provided that such
purchaser received investment advice from a person registered
under the BC Act to give such advice and is purchasing, as
principal, Units having aggregate acquisition cost of not less
than Cdn. $25,000 and provided further that all other
conditions (including the delivery by the purchaser of a Form
20A (IP) or Form 20A (NIP) as applicable to the particular
purchaser) to the availability of that exemption are
satisfied;
(b) in Alberta, in accordance with:
(i) Section 107(1) (d) of the Securities Act (Alberta),
restricted to purchasers purchasing as principal and the trade
in a security which has an aggregate acquisition cost to the
purchaser of not less than Cdn. $97,000;
(ii) The "sophisticated purchaser exemption" under Section
65(1)(v) and 107(1)(p) of the Securities Act (Alberta),
provided that (1) in reliance upon such exemption the sales of
Units made in all jurisdictions including Alberta are made to
not more than 50 purchasers, (2) the Partnership obtains from
each purchaser a written declaration, acknowledgement and
undertaking (the text of which is set out in the Subscription
Agreement) to the effect that the purchaser is purchasing as
principal and is a sophisticated purchaser.
The foregoing statutory exemption relieves the Company from
provisions under securities legislation requiring the Company
to be registered and to file a prospectus and, therefore, a
subscriber does not receive the benefits associated with a
subscription for securities of an issuer which has filed a
prospectus including, without limiting the generality of the
foregoing, a review of the material by the B.C. or Alberta
Securities Commissions.
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