EXHIBIT 10.4
SUBSCRIPTION AGREEMENT
Please check here if employed by
Citigroup Global Markets Inc. or
an affiliate. _______
XXXXX XXXXXX ACCOUNT NO.:
___________________________________
CITIGROUP FAIRFIELD FUTURES FUND X.X. XX
(a New York limited partnership)
SUBSCRIPTION AGREEMENT
Citigroup Managed Futures LLC
000 Xxxx Xxxxxx - 0xx xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Citigroup Fairfield Futures Fund X.X. XX
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 Citigroup Fairfield Futures
Fund X.X. XX (the "Partnership") as indicated on page 4 hereof. I understand
that each Unit will be offered at Net Asset Value per Unit on the date of sale.
I hereby authorize Citigroup Global Markets Inc. ("CGM") to debit my Xxxxx
Xxxxxx account in the amount of my subscription as described in the Private
Placement Offering Memorandum and Disclosure Document dated October 20, 2004, 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
Subscription 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 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; 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 4 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 CGM or the Partnership for any taxes,
including but not limited to withholding tax imposed with respect to my Units.
(i) 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.
(j) 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.
(k) 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").
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: (a) a Limited Partnership Agreement
(the "Partnership Agreement") of the Partnership substantially in the form
included as an Appendix to the Memorandum; (b) 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; (c) 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; (d) 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 (c) hereof; (e) 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 (f) 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
(i) is a special power of attorney coupled with an interest, is irrevocable and
shall survive my subsequent death, incapacity or disability and (ii) 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 paragraph 4
shall survive (a) the acceptance of the subscription; (b) changes in the
transactions, documents and instruments described in the Memorandum that are not
material; and (c) 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:
(a) Either (i) or (ii): (i) neither CGM, the General Partner nor any of
their employees, financial consultants or affiliates (A) manages any part of the
investment portfolio of the subscribing employee-benefit plan (the "Plan"), or
(B) 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 (ii) The relationship between the Plan and CGM, the General Partner or
any of their employees, financial consultants or affiliates comes within (A) or
(B) 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.
(b) Although CGM 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.
(c) The Plan is in compliance with all applicable Federal regulatory
requirements.
(d) The undersigned Fiduciary acknowledges that it is: (i) independent of
CGM, the General Partner and all of their affiliates; (ii) capable of making an
independent decision regarding the investment of Plan assets; (iii)
knowledgeable with respect to the Plan in administrative matters and funding
matters related thereto, and (iv) able to make an informed decision concerning
participation in the Partnership.
(e) The undersigned Fiduciary, if the Plan is an XXX or Xxxxx account of
which CGM 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 C- 9 and, if applicable, the Purchaser
Representative Questionnaire (Exhibit II-1, page C-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)
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Signature Signature
--------------------------------- ------------------------------------
Title (if applicable) Title (if applicable)
3. DATE: _______________________________
D. PLEASE COMPLETE REGISTRATION DATA ON THE NEXT PAGE.
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II. FOR BRANCH USE:
I have received all documents required to open this account
and acknowledge the suitability of this investment for the
client. In recommending the purchase of Units, Citigroup
Global Markets has determined the suitability of the
subscriber and will maintain records containing the basis of
the suitability determination. Prior to executing the
purchase of Units, Citigroup Global Markets has informed the
subscriber of facts relating to the liquidity and
marketability of the Units. If the account is a partnership
or trust, I acknowledge that my review of the partnership or
trust documents allows investments in limited partnerships
whose principal business is in futures trading.
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Branch Manager - Signature
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Branch Manager - Print Name
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III. FOR GENERAL PARTNER'S USE:
ACCEPTED:
CITIGROUP MANAGED
FUTURES LLC
By:_____________________________
Name: __________________________
Title:__________________________
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REGISTRATION DATA
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Name of Limited Partner Name of Joint Limited Partner (if any)
(Please Print) (Please Print)
(See Note 1 Below)
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Residence Street Address Mail Address (if different than
(See Note 2 Below) Residence Address)
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City State Zip Code City State Zip Code
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Social Security or Federal Employer I.D. Number
If Joint Ownership, check one:
/ / Joint Tenants with right to
---------------------------------- Survivorship (all
Xxxxx Xxxxxx Account Number 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 XXX 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
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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
Citigroup Fairfield Futures Fund X.X. XX
(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 Citigroup Managed Futures LLC at 000 Xxxx 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
Units, 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:
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Name of Represented Investor:
----------------------------------------
Your Business Address:
----------------------------------------
Your Occupation:
----------------------------------------
Your Bus. Tel. No.:
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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 Units 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)
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(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.
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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.
(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____
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
_______, 200_.
________________________________________
(Signature)
________________________________________
(Print Name)
