SUBSCRIPTION AGREEMENT
Please check here if employed by Xxxxxxx Xxxxx Xxxxxx Inc. or an affiliate.
_______
SSB Account No.: _________________
XXXXXXX XXXXX XXXXXX XXXXXXXXX FUTURES FUND L.P.
(a New York limited partnership)
Subscription Agreement
Xxxxx Xxxxxx Futures Management LLC
000 Xxxxxxxxx Xxxxxx - 0xx xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Xxxxxxx Xxxxx Xxxxxx Xxxxxxxxx Futures Fund L.P.
Ladies and Gentlemen:
1. Subscription for Units. I hereby irrevocably subscribe for the amount of
Units (and partial Units rounded to four decimal places) of Limited Partnership
Interest ("Units") of Xxxxxxx Xxxxx Xxxxxx Xxxxxxxxx Futures Fund L.P. (the
"Partnership") as indicated on page 7 hereof. I understand that each Unit will
be offered at Net Asset Value per Unit on the date of sale during the Continuous
Offering. I hereby authorize Xxxxxxx Xxxxx Barney Inc. ("SSB") to debit my SSB
account in the amount of my subscription as described in "Subscription
Procedure" in the Private Placement Offering Memorandum and Disclosure Document
dated January 17, 2003, as amended or supplemented from time to time (the
"Memorandum").
I am aware that this subscription is not binding on the Partnership unless
and until it is accepted by the General Partner, which may reject this
subscription in whole or in part for any reason whatsoever. I understand that
the General Partner will advise me within five business days of receipt of my
funds and this Agreement if my subscription has been rejected. I further
understand that if this subscription is not accepted, the full amount of my
subscription will be promptly returned to me without deduction.
2. 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 Agreement
and have received and reviewed the Memorandum 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 SSB, 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 SSB and to payment to 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 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) 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 (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 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.
(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 SSB or the Partnership for any taxes,
including but not limited to withholding tax imposed with respect to my Units.
(i) FOR ALL ACCREDITED INVESTORS. Subscriber hereby represents and affirms
that (i) Subscriber has a net worth alone or with spouse exceeding ten (10)
times Subscriber's investment or (ii) Subscriber has either alone or with
Subscriber's professional advisor the capacity to protect Subscriber's interests
in connection with this transaction or (iii) Subscriber is able to bear the
economic risk of the investment.
(j) 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. Subscriber further represents that Subscriber will notify the General
Partner immediately of any adverse change in any such information which may
occur prior to the acceptance of Subscriber's subscription and will promptly
send the General Partner written confirmation thereof.
(k) If I am a collective investment vehicle, I am in compliance with all
applicable Federal regulatory requirements including the registration rules of
the CFTC.
3. Acceptance of Limited Partnership Agreement and Power of Attorney. I hereby
apply to become a limited partner as of the date upon which the sale of my Units
becomes effective, and I hereby agree to each and every term of the Limited
Partnership Agreement as if my signature were subscribed thereto. I hereby
constitute and appoint the General Partner of the Partnership, with full power
of substitution, as my true and lawful attorney to execute, acknowledge, file
and record in my name, place and xxxxx: (i) an Agreement of Limited Partnership
(the "Partnership Agreement") of the Partnership substantially in the form
included as an Appendix to the Memorandum; (ii) all certificates and other
instruments which the General Partner of the Partnership shall deem appropriate
to create, qualify, continue or dissolve the Partnership as a limited
partnership in the jurisdictions in which the Partnership may be formed or
conduct business; (iii) all agreements amending or modifying the Partnership
Agreement that may be appropriate to reflect a change in any provision of the
Partnership Agreement or the exercise by any person of any right or rights
thereunder not requiring my specific consent, or requiring my consent if such
consent has been given, and any other change, interpretation or modification of
the Partnership Agreement in accordance with the terms thereof; (iv) such
amendments, instruments and documents which the General Partner deems
appropriate under the laws of the State of New York or any other state or
jurisdiction to reflect any change, amendment or modification of the Partnership
Agreement of any kind referred to in subparagraph (iii) hereof; (v) filings with
agencies of any federal, state or local governmental unit or of any jurisdiction
which the General Partner shall deem appropriate to carry out the business of
the Partnership; and (vi) all conveyances and other instruments which the
General Partner shall deem appropriate to effect the transfer of my Partnership
interest pursuant to the Partnership Agreement or of Partnership assets and to
reflect the dissolution and termination of the Partnership. The foregoing
appointment (a) is a special power of attorney coupled with an interest, is
irrevocable and shall survive my subsequent death, incapacity or disability and
(b) shall survive the delivery of an assignment by me of the whole or any
portion of my interest, except that where an assignee of the whole of such
interest has been approved by the General Partner for admission to the
Partnership as a substituted Limited Partner, the power of attorney shall
survive the delivery of such assignment for the sole purpose of enabling the
General Partner to execute, acknowledge and file any instrument necessary to
effect such substitution.
4. Indemnification. I hereby agree to indemnify and hold harmless the
Partnership, the General Partner and its affiliated persons from any and all
damages, losses, costs and expenses (including reasonable attorneys' fees) which
they may incur by reason of any breach by me of the covenants, warranties and
representations contained in this Subscription Agreement.
5. Survival. All representations, warranties and covenants contained in this
Subscription Agreement and the indemnification contained in Section 4 shall
survive (i) the acceptance of the subscription, (ii) changes in the
transactions, documents and instruments described in the Memorandum that are not
material, and (iii) the death or disability of the undersigned.
6. Miscellaneous. This subscription is not revocable by me and constitutes the
entire agreement among the parties hereto with respect to the subject matter
hereof and may not be amended orally. This Agreement shall be construed in
accordance with and be governed by the laws of the State of New York.
7. Employee-Benefit Plans. The undersigned individual, employer or trustee who
has investment discretion over the assets of the subscribing employee-benefit
plan (the "Fiduciary") represents and agrees as follows:
(1) Either (a) or (b): (a) neither SSB, the General Partner nor any of
their employees, Financial Consultants or affiliates (i) manages any part of the
investment portfolio of the subscribing employee-benefit plan (the "Plan"), or
(ii) has an agreement or understanding, written or unwritten, with the Fiduciary
under which the Fiduciary regularly receives information, recommendations or
advice concerning investments which are used as a primary basis for the Plan's
investment decisions and which are individualized to the particular needs of the
Plan.
or (b) The relationship between the Plan and SSB, the General Partner or
any of their employees, Financial Consultants or affiliates comes within (i) or
(ii) above with respect to only a portion of the Plan's assets and the
investment in the Partnership is being made by the Fiduciary from a portion of
Plan assets with respect to which such relationship does not exist.
(2) Although an SSB account executive or a Financial Consultant may have
suggested that the Fiduciary consider the investment in the Partnership, the
Fiduciary has studied the Memorandum and has made the investment decision solely
on the basis of the Memorandum and without reliance on such suggestion.
(3) The Plan is in compliance with all applicable Federal regulatory
requirements.
(4) The undersigned Fiduciary acknowledges that it is: independent of SSB,
the General Partner and all of their affiliates; capable of making an
independent decision regarding the investment of Plan assets; knowledgeable with
respect to the Plan in administrative matters and funding matters related
thereto, and able to make an informed decision concerning participation in the
Partnership.
(5) The undersigned Fiduciary, if the Plan is an XXX or Xxxxx account of
which SSB is the custodian, hereby directs said custodian as custodian of the
Plan to subscribe for the amount indicated under paragraph 1 above. In addition,
the Fiduciary represents and confirms that all of the information contained in
this Subscription Agreement and relating to the subscribing Plan is complete and
accurate.
Please complete this Subscription Agreement by filling in the blanks and
executing it on the following page.
EXECUTION PAGE
I. For Client Use:
A. Subscription Amount: I hereby subscribe for $_____________ (minimum
$25,000).
B. Accreditation: Please select one of the following.
1. ___ I am an accredited investor under paragraph _____ of Exhibit I on page 8.
OR
2. ___ I am a non-accredited investor.
If you selected #2 above, please fill in the Prospective Purchaser Questionnaire
(Exhibit II, page 9) and, if applicable, the Purchaser Representative
Questionnaire (Exhibit II-1, page 11).
C. 1. Representation: The foregoing statements are 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 and will promptly send
the General Partner written confirmation thereof.
2. Signature: If joint ownership, all parties must sign (if fiduciary,
partnership or corporation, indicate capacity of signatory under
signature line)
Signature Signature
Title (if applicable) Title (if applicable)
3. Date:
D. Please complete Registration Data on the next page.
II. For Branch Manager Use:
Branch Manager - Signature
Branch Manager - Print Name
III. For Xxxxx Xxxxxx Futures Management Use:
ACCEPTED:
By:
Name:
Title:
Registration Data
Name of Limited Partner Name of Joint Limited Partner (if any)
(Please Print) (Please Print)
(See Note 1 Below)
Residence Street Address Mail Address (if different than
(See Note 2 Below) Xxxxxxxxx Xxxxxxx
Xxxx Xxxxx Xxx Xxxx Xxxxx Zip
Code Code
Social Security or Federal Employer I.D.
Number
If Joint Ownership, check one:
SSB Account Number
/ / Joint Tenants with right to
Note 1: If subscriber is an ERISA plan Survivorship (all parties must sign)
or account, please so indicate (e.g.:
"XYZ" Co. Pension Plan", "Dr. A Xxxxx / / Tenants in Common
Account", "Mr. B XXX Account").
/ / Community Property
Note 2: The address given above must be
the residence address of the Limited If Fiduciary or Corporation, check one:
Partner. Post Office boxes and other
nominee addresses will not be accepted. / / Trust / / Partnership
/ / Corporation
For Branch Use
See front cover for mailing instructions of Subscription Agreement.
Exhibit I
"Accredited investor" shall mean any person who comes within any of the
following categories, or who the issuer reasonably believes comes within any of
the following categories, at the time of the sale of the securities to that
person:
(1) Any bank as defined in section 3(a)(2) of the Act; any savings and loan
association or other institution as defined in section 3(a)(5)(A) of the Act
whether acting in its individual or fiduciary capacity or any broker or dealer
registered pursuant to section 15 of the Securities Exchange Act of 1934;
insurance company as defined in section 2(13) of the Act; investment company
registered under the Investment Company Act of 1940 or a business development
company as defined in section 2(a)(48) of that Act; Small Business Investment
Company licensed by the U.S. Small Business Administration under section 301(c)
or (d) of the Small Business Investment Act of 1958; any plan established and
maintained by a state, its political subdivisions, or any agency or
instrumentality of a state or its political subdivisions, for the benefit of its
employees, if such plan has total assets in excess of $5,000,000; employee
benefit plan within the meaning of Title I of the Employee Retirement Income
Security Act of 1974, if the investment decision is made by a plan fiduciary, as
defined in section 3(21) of such Act, which is either a bank, insurance company,
or registered investment adviser, or if the employee benefit plan has total
assets in excess of $5,000,000, or if a self-directed plan, with investment
decisions made solely by persons that are accredited investors;
(2) Any private business development company as defined in section
202(a)(22) of the Investment Advisers Act of 1940;
(3) Any organization described in Section 501(c)(3) of the Internal Revenue
Code, any corporation, Massachusetts or similar business trust, or partnership,
not formed for the specific purpose of acquiring the securities offered, with
total assets in excess of $5,000,000;
(4) Any director, executive officer, or general partner of the issuer of
the securities being offered or sold, or any director, executive officer, or
general partner of a general partner of that issuer;
(5) Any natural person whose individual net worth, or joint net worth with
that person's spouse, at the time of his purchase exceeds $1,000,000;
(6) Any natural person who had an individual income in excess of $200,000
in each of the two most recent years or joint income with that person's spouse
in excess of $300,000 in each of those years and has a reasonable expectation of
reaching the same income level in the current year;
(7) Any trust, with total assets in excess of $5,000,000, not formed for
the specific purpose of acquiring the securities offered, whose purchase is
directed by a sophisticated person as described in Rule 506(b)(2)(ii);
(8) Any entity in which all of the equity owners are accredited investors.
EXHIBIT II
Prospective Purchaser Questionnaire
To be completed by unaccredited investors
The purpose of this Questionnaire is to determine whether you meet the standards
imposed by Regulation D promulgated under the Securities Act of 1933, since the
Units have not been and will not be registered under that Act and are being sold
in reliance upon the exemption provided by Section 4(2) of that Act. Please
complete these questions as thoroughly as possible.
(i) I have a net worth (exclusive of home, furnishings and automobiles)
either individually or jointly with my spouse of at least three times
my investment in the Partnership.
Yes___ No___
(ii) My gross income for each of the past two years and my projected gross
income for the current year is not less than three times my investment
in the Partnership.
Yes___ No___
(iii)In the space below, please provide information regarding other types
of investments which you have made during the last five years:
(Check if applicable)
Stocks Limited Partnership Interests
Bonds Real Estate
Mutual Funds Oil and Gas
Commodities Equipment
Options Other (specify)
(iv) Please indicate below the highest educational degree you hold.
(v) Describe below your principal business activities during the last five
years and provide any additional information which would evidence your
ability to evaluate the merits and risks of investing in the
Partnership.
(vi) If you cannot demonstrate to the General Partner's satisfaction that
you have such knowledge and experience in financial and business
matters that you are capable of evaluating the merits and risks of
investment in the Partnership (e.g., you are a lawyer or accountant or
you have sufficient prior investment of business experience), you must
seek advice from a Purchaser Representative.
In evaluating the merits and risks of this investment, will you seek the advice
of any other person?
Yes___ No___
If YES, please identify below each such person and indicate his business address
and telephone number and have him complete and return one copy of the Purchaser
Representative Questionnaire accompanying this Subscription Agreement.
If YES, has your Purchaser Representative disclosed to you whether or not any
material relationship (that he has with the Partnership or any of its
affiliates) exists and whether or not he expects to receive any compensation
from the Partnership or its affiliates as a result of this sale?
Yes___ No___
EXHIBIT II-1
Questionnaire for Purchaser Representatives
For unaccredited investors only, if applicable
Xxxxxxx Xxxxx Xxxxxx Xxxxxxxxx Futures Fund L.P.
(the "Partnership")
THIS QUESTIONNAIRE IS TO BE COMPLETED AND DELIVERED TO THE GENERAL PARTNER OF
THE PARTNERSHIP PRIOR TO THE DETERMINATION BY THE GENERAL PARTNER WHETHER OFFERS
FOR SUBSCRIPTIONS FOR UNITS OF LIMITED PARTNERSHIP INTEREST MAY BE ACCEPTED
FROM:
________________________________(THE "INVESTOR").
(Fill in name of investor)
INSTRUCTIONS
This Questionnaire is being given to each person who has been designated as a
"purchaser representative" by an individual who has expressed an interest in
purchasing Units in the Partnership. The purpose of this Questionnaire is to
determine whether you are qualified to act as a purchaser representative (as
that term is defined in Regulation D under the Securities Act of 1933) since the
Units have not been and will not be registered under that Act and are being sold
in reliance upon an exemption contained in the Act.
Please contact Xxxxx Xxxxxx Futures Management LLC at 000 Xxxxxxxxx Xxxxxx - 0xx
xxxxx, Xxx Xxxx, Xxx Xxxx 00000, telephone number (000) 000-0000, if you have
any questions in answering this Questionnaire.
Your answers will, at all times, be kept strictly confidential. However, you
agree that, should the investor whom you are representing agree to purchase a
Unit, the Partnership may present this Questionnaire to such parties as it deems
appropriate in order to insure itself that the offer and sale of Units in the
Partnership to such investor will not result in the loss of the exemption from
registration under the Act which is being relied upon by the Partnership in
connection with the sale of the Units.
Please complete this Questionnaire as thoroughly as possible and sign, date and
return one copy to the General Partner at the above address. Attach additional
pages if necessary to fully answer any question.
If the answer to any question is "None" or "Not applicable", please so state.
Name of Purchaser Representative:
Name of Represented Investor:
Your Business Address:
Your Occupation:
Your Business Telephone Number:
1. Have you received and reviewed the Private Placement Offering Memorandum
and Disclosure Document (as supplemented from time to time) with regard to the
offering of interests in the Partnership which has previously been delivered to
the investor?
Yes___ No___
2(a). Describe principal business positions you have held during the last
five years, or since graduation from college, whichever is the shorter period.
Please be specific listing dates of employment and if possible provide us with
telephone numbers where previous employers can be contacted:
(b). Describe any other business, financial or investment experience that
would help you to evaluate the merits and risks of an investment in the
Partnership:
(c). Have you had experience in advising investors with respect to similar
investments in the past?
Yes___ No___
If you have answered "yes" to this question, please describe briefly such
experience indicating amounts you have caused to be invested, number of
offerings you have reviewed and their names if possible.
3(a). Please place ONE check xxxx next to the space which indicates the
HIGHEST level of education you have completed; on the lines following, PLEASE
DESCRIBE IN DETAIL any business or professional education you have received,
listing names of schools, degrees received and dates of attendance.
___Completed College, awarded degree, B.A., B.S. or equivalent
___Some Postgraduate Education
___Two years of Postgraduate Training, awarded M.A. or equivalent
___Completed Postgraduate Training and received Ph.D. (list date degree
obtained and awarding school)
___Professional School, awarded X.X., or M.B.A. (list date degree obtained
and awarding school)
___Other (PLEASE EXPLAIN IN DETAIL YOUR EDUCATIONAL BACKGROUND AND LIST
DATES OF ATTENDANCE AND NAMES OF SCHOOLS)
(b). List any professional licenses or registrations held by you; if none
are held please note this in writing on the space provided below:
(c). Are you registered as a broker-dealer within your state?
Yes___ No___
(d). Are you registered as an investment advisor in your state?
Yes___ No___
(e). List all memberships in professional organizations; if you belong to
no professional organizations please indicate this on the space
provided below:
4(a).In advising the investor, will you be relying in part on the
investor's own expertise in certain areas?
Yes___ No___
(b). If yes, please state the basis for your reliance, i.e., number of
deals you know this investor has invested in, amounts invested and the
dates of these previous investments. Please note that what is sought
here is not a reference to the general soundness of the business
judgment of the investor but rather a specific basis for relying upon
the investor's own expertise:
(c). In advising the investor, will you be relying in part on the expertise
of an additional Purchaser Representative?
Yes___ No___
NOTE: YOU MAY NOT RELY ON AN ADDITIONAL PURCHASER REPRESENTATIVE UNLESS EACH
ADDITIONAL PURCHASER REPRESENTATIVE HAS COMPLETED A QUESTIONNAIRE AND HAS BEEN
ACKNOWLEDGED BY THE INVESTOR TO BE HIS PURCHASER REPRESENTATIVE.
(d). If the answer to (c) is "yes," please list the name and address
of any additional Purchaser Representative:
5(a).Have you ever been convicted in a criminal proceeding, or are
you the subject of a criminal proceeding which is presently
pending (except for traffic violations)?
Yes___ No___
(b). Have you ever been the subject of any order, judgment or decree
enjoining, barring or suspending you from acting as an investment
advisor, broker or dealer or from engaging in any practice in
connection with the purchase or sale of any security?
Yes___ No___
(c). If the answer to either (a) or (b) is "yes," please explain:
6(a).Do you or any of your affiliates have, with the General Partner
or any of its affiliates 1, any relationship, that a reasonable
investor might consider important, in making their decision as to
whether or not to designate you as their Purchaser Representative
(i.e. a "material" relationship within the meaning of Regulation
D)? Yes ____ No ____
(b). Is such a material relationship contemplated?
Yes___ No___
(c). Has such a material relationship existed during the past two
years?
Yes___ No___
NOTE: THE RECEIPT OF ANY SALES COMMISSION WITH RESPECT TO THE INVESTOR'S
PURCHASE OF UNITS CONSTITUTES COMPENSATION TO BE RECEIVED AS A RESULT OF A
MATERIAL RELATIONSHIP.
(d). If the answer to (a), (b) or (c) is "yes," please describe your
relationship to the Partnership and indicate the amount of
compensation you have received or you expect to receive as a
result of this relationship:
(e). Was the information, if any, set forth in response to 6(d) above,
disclosed in writing to the proposed investor, prior to his
acknowledgement that you are to act as his Purchaser
Representative in connection with this investment?
Yes___ No___
(f) Are you an affiliate, officer, director or employee of either the
Partnership or its General Partner?
Yes___ No___
1 The term "affiliate" of a person means a person that directly or indirectly,
through one or more intermediaries, controls, or is controlled by, or is under
common control with such person.
I understand that the Partnership as well as the investor will be relying
on the accuracy and completeness of my responses to the foregoing questions, and
I hereby represent and warrant to the Partnership as follows:
(i) The answers to the above questions are complete and correct and may be
relied upon by the Partnership in determining whether the offering in connection
with which I have executed this Questionnaire is exempt from registration under
the Securities Act of 1933 and also by the investor in determining my
suitability to be his advisor in connection with his possible investment in the
Partnership;
(ii) I will notify the Partnership immediately of any material change in
any statement made herein occurring prior to the closing of the purchase by the
above-named investor of any interest in the Partnership.
(iii) If I have not checked "yes" in answer to question 6(a), 6(b) or 6(c)
I have no "material relationship" as that term is defined in Regulation D, and
if I have not checked "yes" in answer to question 6(f), I am not an affiliate,
officer, director or employee of either the Partnership or of the General
Partner, or any of their affiliates, nor am I a direct or beneficial owner of
ten percent (10%) or more of any class of the equity securities of the General
Partner or any of its affiliates.
(iv) I personally (or, if I have checked "yes" in answer to question 4(a)
or (b) above, together with the investor or the additional Purchaser
Representative or Purchaser Representatives indicated above) have such knowledge
and experience in financial and business matters that I am capable of evaluating
the merits and risks of the investor's prospective investment in the
Partnership.
IN WITNESS WHEREOF, I have signed this Questionnaire this __day of___ , 20_____.
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(Signature)
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(Print Name)
