Exhibit 10(c)
APPENDIX D
SB Account No.: _________
________Please check here if
employed by Xxxxx Xxxxxx or an
affiliate.
XXXXX XXXXXX AAA ENERGY FUND L.P.
(a New York limited partnership)
Subscription Agreement
0383440
0383440
D-1
Xxxxx Xxxxxx Futures Management Inc.
000 Xxxxxxxxx Xxxxxx - 0xx xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Xxxxx Xxxxxx AAA Energy Fund L.P.
Ladies and Gentlemen:
1. Subscription for Units. I hereby irrevocably subscribe for the
amount of Units (and during the Continuous Offering, partial Units rounded to
four decimal places) of Limited Partnership Interest ("Units") of Xxxxx Xxxxxx
AAA Energy Fund L.P. (the "Partnership") as indicated on page 5 hereof. I
understand that each Unit will be offered at $1,000 per Unit during the Initial
Offering Period and at Net Asset Value per Unit on the date of sale during the
Continuous Offering. I hereby authorize SB to debit my SB account in the amount
of my subscription as described in "Subscription Procedure" in the Private
Placement Offering Memorandum and Disclosure Document dated February 12, 1998,
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 5 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. 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 SB, 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 SB and to payment to 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 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) 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 5 or (b) 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.
(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 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 SB 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.
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 SB, 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 SB, 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 SB 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 SB, 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 IRA or Xxxxx
account of which SB 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
A. I hereby subscribe for $_____________ (minimum $25,000).
B. Please select one of the following:
1. ___ I am an accredited investor under paragraph _________ of
Exhibit I on page D-7.
OR
2. ___ I am a resident of ____Illinois and am accredited as
indicated on Exhibit II on page D-8.
OR
3. ___ I am an unaccredited investor.
If you selected #3 above, please fill in the Prospective Purchaser
Questionnaire (Exhibit III on page D-10) and, if applicable, the Purchaser
Representative Questionnaire (Exhibit III-1 on page D-12)
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.
IN WITNESS WHEREOF, I have executed this Subscription
Agreement including Power of Attorney this day of , 199__.
[If Joint Ownership, All Parties Must Sign (if fiduciary,
partnership or corporation, indicate capacity of signatory under
signature line)]
------------------------------- -------------------------------
Signature Signature
-------------------------------
Branch Manager Signature
ACCEPTED:
XXXXX XXXXXX FUTURES MANAGEMENT INC.
By:
------------------------------------
PLEASE COMPLETE INFORMATION ON THE NEXT PAGE
0383440
D-6
Registration Data
___________________________ _____________________________
Name of Limited Partner Name of Joint Limited
(Please Print) Partner (if any)
(See Note 1 Below) (Please Print)
___________________________ ______________________________
Residence Street Address Mail Address (if different
(See Note 2 Below) than Residence Address)
___________________________________ _________________________________
City State Zip Code City State Zip Code
-----------------------
Social Security or
Federal Employer I.D.
Number If Joint Ownership, check one:
_________________ / / Joint Tenants with right to
SB Account Number Survivorship (all parties must sign)
Note 1: If subscriber is an ERISA / / Tenants in Common
plan or account, please so indicate
(e.g.: "XYZ" Co. Pension Plan", "Dr.
A Xxxxx Account", "Mr. B IRA Account"). / / Community Property
If Fiduciary or
Corporation, check one:
Note 2: The address given above must
be the residence address of the Limited / / Trust / / Partnership
Partner. Post Office boxes and other
nominee addresses will not be accepted. / / Corporation
-----------------------------------------------------------------
For Branch Use
FC Instructions:
Enter a ticket for purchase amount using security #8955777 and route through
IOI.
See front cover for mailing instructions of Subscription Agreement.
0383440
D-17
0383440
D-7
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
FOR ILLINOIS INVESTORS ONLY
SUPPLEMENT TO
SUBSCRIPTION AGREEMENT
Xxxxx Xxxxxx AAA Energy Fund L.P. (the "Partnership") will rely on the following
information for the purpose of determining whether individuals subscribing for
limited partnership interests in the Partnership ("Interests") who are Illinois
investors, or entities subscribing for Interests which have their primary place
of business in Illinois, meet the standards for securities sold in reliance upon
the exemption set forth in Illinois Laws, as amended, Section 4.G. ALL
INFORMATION CONTAINED IN THIS SUPPLEMENT WILL BE TREATED CONFIDENTIALLY;
provided, however, that the Supplement may be presented to such parties as the
Partnership deems appropriate if it is called upon to establish that the
proposed offer and sale of the Interests meet the requirements of applicable
securities laws.
Please check any of the following categories that apply to Subscriber:
(a) A corporation, bank, savings bank, savings institution, trust
company, insurance company, building and loan association,
dealer, pension fund or pension trust, employees' profit sharing
trust, other financial institution or institutional investor,
any government or political subdivision or instrumentality
thereof, whether the purchaser is acting for itself or in some
fiduciary capacity; or a partnership or other association
engaged as a substantial part of its business or operations in
purchasing or holding securities; or a trust in respect of which
a bank or trust company is trustee or co-trustee; or an entity
in which at least 90% of the equity is owned by persons
described under paragraphs (a), (b), (d) or (e); or an employee
benefit plan within the meaning of Title I of the Federal ERISA
Act if (i) the investment decision is made by a plan fiduciary
as defined in Section 3(21) of the Federal ERISA Act and such
plan fiduciary is either a bank, insurance company, registered
investment adviser or an investment adviser registered under the
Federal 1940 Investment Advisers Act, or (ii) the plan has total
assets in excess of $5,000,000, or (iii) in the case of a
self-directed plan, investment decisions are made solely by
persons that are described under paragraphs (a), (b), (d) or (e)
(b) A director, executive officer or general partner of the
Partnership or a director, executive officer or general partner
of a general partner of the Partnership
(c) Subscriber is purchasing at least $150,000 of Interests and
Subscriber's net worth*, or joint net worth with spouse, exceeds
five (5) times the amount Subscriber proposes to purchase
(d) A natural person whose net worth, individually, or jointly with
spouse, exceeds $1,000,000
(e) A natural person who had individually, and not jointly with
spouse, income in excess of $200,000 in each of the two most
recent years and who reasonably expects an income in excess of
$200,000 in the current year
(f) A person that is not an individual and in which 90% of the
equity interest is owned by persons who meet either of the tests
set forth in paragraphs (d) and (e) above
Subscriber represents that the information contained herein is complete and
accurate and may be relied upon by the Partnership and agrees to notify the
Partnership if the answer to any item changes from "Yes" to "No" prior to being
admitted as a Limited Partner of the Partnership.
IN WITNESS WHEREOF, Subscriber has executed this Supplement and declares that it
is truthful and correct.
Dated: , 199__ __________________________________
(Signature)
----------------------------------
(Print Name)
*"Net worth" for the purpose of this question includes only (i) cash, (ii)
securities for which market quotations are readily available, and (iii) an
unconditional obligation to pay cash or securities for which market quotations
are readily available, which obligation is to be discharged within five years of
Subscriber's purchase of Interests.
EXHIBIT III
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 III-1
Questionnaire for Purchaser Representatives
[For unaccredited investors only, if applicable]
Xxxxx Xxxxxx AAA Energy 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 Inc., the General Partner of the
Partnership, 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 Bus. Tel. No.: ______________________________
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 mark 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 affiliates1, 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
acknowledgment 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 ___
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 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___, 199__.
------------------------------------
(Signature)
------------------------------------
(Print Name)
1The 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.
