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Investor Questionnaire
INVESTOR QUESTIONNAIRE
Name of Subscriber: [Name of subscriber]
The offer and sale of limited partnership interests (the "Interests") in (the "Partnership"), are not being registered under the Securities Act of 1933, as amended (the "Act") or qualified under state securities laws, in reliance upon exemptions from such registration and qualification requirements for transactions not involving any public offering. Information supplied through this Questionnaire will be used to ensure compliance with the requirements of such exemptions.
The undersigned Subscriber represents and warrants to the Partnership and the General Partner that:
a. The information contained herein is complete and accurate and may be relied upon by the Partnership and the General Partners; and
b. Subscriber will notify the General Partner immediately of any material change in any of such information occurring prior to the acceptance or rejection of the Subscriber's subscription for an Interest.
INSTRUCTIONS:
Part I of this Questionnaire concerns investors who are "accredited," as that term is defined and construed pursuant to Regulation D under the Securities Act of 1933. If you qualify under any of the categories listed in Part I, you are not required to fill out Part II of this Questionnaire. If you do not qualify under any of the categories listed in Part I, you must fill out Part II.
IF THE INVESTOR IS A PARTNERSHIP, PLEASE ATTACH AN EXECUTED COPY OF THE PARTNERSHIP AGREEMENT AND ALL AMENDMENTS THERETO.
IF THE INVESTOR IS A CORPORATION, PLEASE ATTACH A COPY OF THE ARTICLES OF INCORPORATION AND A BOARD OF DIRECTORS RESOLUTION [CERTIFIED BY THE SECRETARY OF THE CORPORATION] AUTHORIZING THIS INVESTMENT.
IF THE INVESTOR IS A TRUST, PLEASE ATTACH A COPY OF THE TRUST AGREEMENT AND ALL AMENDMENTS THERETO .
PART I: ACCREDITED INVESTORS
1. FOR INDIVIDUAL INVESTORS ONLY:
Initial a. I certify that I have an individual net worth, or my spouse and I have a combined net worth, in excess of $1,000,000. For purposes of this Questionnaire, "net worth" means the excess of total assets at fair market value, [including principal residence, home furnishing, and automobiles] over total liabilities.
or
Initial b. I certify that I had individual income, exclusive of any income attributable to my spouse, of more than $ [Amount of Income] in the two calendar years preceding the calendar year in which this Questionnaire is submitted, and I reasonably expect to have an individual income in excess of $ [Amount of Income] during the current calendar year.
or
Initial c. I certify that my spouse and I had joint in come of more than $ [Amount of Joint Income] in the two calendar years preceding the calendar year in which this Questionnaire is submitted, and reasonably expect to have joint income in excess of $300,000 during the current calendar year.
2. FOR CORPORATIONS. BUSINESS TRUSTS, OR PARTNERSHIPS:
Initial d. Subscriber certifies that it was not formed for the specific purpose of acquiring the Interests and that Subscriber has total assets in excess of $ [Total Assets].
or
Initial e. Subscriber certifies that all of its equity owners are accredited investors under either 1(a) above (i.e., $ [Total Assets] net worth) or 1(b) or 1(c) above (i.e., $ [Amount of Income] individual or $ [Amount of Joint Income] joint income). Please list below the names of all equity owners and the manner in which they qualify.
[$ individual/$ net worth or $ joint income]
Names of Equity Owners Net Worth Minimum Income
[Name of 1st Owner] [Net Worth of 1st Owner] [Minimum Income 1st]
[Name of 2nd Owner] [Net Worth of 2nd Owner] [Minimum Income 2nd]
[Name of 3rd Owner] [Net Worth of 3rd Owner] [Minimum Income 3rd]
3. FOR TRUSTS:
Initial f. The undersigned financial institution certifies that it is (i) a bank, savings and loan association, or other regulated financial institution; (ii) acting in its fiduciary capacity as trustee; and (iii) subscribing for the purchase of the Interests on behalf of the subscribing trust.
or
Initial g. The undersigned certifies that the subscribing trust has total assets in excess of $ [Total Assets], and that the person making the investment decision on behalf of the trust has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Interests.
or
Initial h. The undersigned certifies that it is a revocable
trust that may be amended or revoked at any time by the grantors thereof, and all of the grantors are accredited investors under either 1(a) above (i.e., $ [Net Worth] net worth) or 1(b) or 1(c) above (i.e., $ [Amount of Income] individual or $ [Amount of Joint Income] joint income). Please list below the names of all grantors.
[$ individual/$ net worth or $ joint income]
Names of Equity Grantors Net Worth Minimum Income
[Name of 1st Grantor] [Net Worth of 1st Grantor] [Minimum Income 1]
[Name of 2nd Grantor] [Net Worth of 2nd Grantor] [Minimum Income 2]
[Name of 3rd Grantor] [Net Worth of 3rd Grantor] [Minimum Income 3]
FOR EMPLOYEE BENEFIT PLANS-INCLUDING KEOGH PLANS:
Initial i. The undersigned is an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended "ERISA", and the decision to invest in the Partnership was made by a plan fiduciary, as defined in Section 3.21 of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser. Please state the name of such plan fiduciary: or
Initial j. The undersigned is an employee benefit plan within the meaning of ERISA and has total assets in excess of $ [Total Assets].
or
Initial k. The undersigned is an employee benefit plan within the meaning of ERISA, the plan is self directed, and the investment decision is being made by a plan participant who is an accredited investor under either 1.a above (i.e., $ [Net Worth] net worth) or 1.b or 1.c above (i.e., $ [Amount of Income] individual or $ [Amount of Joint Income] joint income). Please list below the names of all such participants.
[$ individual/$ net worth or $ joint income]
Names of Equity Participant Net Worth Minimum Income
[Name of 1st Participant] [Net Worth of 1st Participant] [Minimum Income 1]
[Name of 2nd Participant] [Net Worth of 2nd Participant] [Minimum Income 2]
[Name of 3rd Participant] [Net Worth of 3rd Participant] [Minimum Income 3]
0
5. FOR INDIVIDUAL RETIREMENT ACCOUNTS:
Initial 1. The undersigned hereby certifies that the beneficiary thereof is an accredited investor under either (a) above (i.e., $ [Net Worth] net worth) or (b) or (c) above (i.e., $ *Amount of Income] individual or $ *Amount of Joint Income] joint income).
6. FOR 501(c)(3) ORGANIZATIONS:
Initial m. The undersigned hereby certifies that it is an
organization described in section 501(c)(3) of the Internal Revenue Code of 1986, as amended, not formed for the specific purpose of acquiring the Interests, with total assets in excess of $ [Total Assets].
PART II: NONINVESTORS
1. Name of Person Making Investment Decision:
0 Date of Birth: [Date of investor] U.S. Citizen: [U.S. Citizen:Yes/No]
College: [College of investor]
Degree: [Degree of investor] Year: [Year of investor]
Graduate School: [Graduate School of investor]
Degree: [Graduate School Degree of investor]
Year: [Graduate School Year of investor]
Social Security or Federal ID No(s): [Social Security or Federal ID No]
2. Nature of Business: [Nature of Business]
Position and Duties: [Position and Duties]
Please set forth other prior occupations or duties during the past five years: [prior occupations or duties during the past five years]
Year of Anticipated Retirement:
3. Please list investments made during the past five years:
[list of investments made during the past five years]
4. (a) I consider myself to have such knowledge and experience in financial and business matters to enable me to evaluate the merits and risks of an investment in the Company. [Able to evaluate risk: Yes/No]
(b) If the answer to 4(a) is "yes", please set forth below [or in an attachment] the basis for your answer (e.g., investment or business experience, profession, past review of other investment offerings, etc.).
[Investment experience]
(c) If the answer to 4(a) is "no", please list the name, business address and telephone number of the person who is your purchaser representative.
[name, business address and telephone number of the person who is your purchaser representative]
5. My income from all sources was, now is, or is expected to be:
Year Gross Income
Two Years Ago $ [Two Years Ago]
(Actual)
One Year Ago $ [One Year Ago]
(Actual)
This Year $ [This Year]
(Estimated)
6. ( a) My personal net worth, including the net worth of my spouse, if any, is now estimated at: $ [personal net worth]
(b) My personal net worth, exclusive of homes, home furnishings and automobiles, is now estimated at: $ [personal net worth]
(c) My estimated liquid assets equal: $ [estimated liquid assets]
(d) My estimated non-liquid assets equal: $ [estimated non-liquid assets]
Dated: [Date of document]
Signature for Individual Subscriber
Signature
Print Name of Subscriber [Name of subscriber]
Signature of joint Subscriber, if any.
Print Name of joint Subscriber, if any.
Signature For Partnership Trust, Corporation or Other Entity
Print Name of Subscriber [Name of Entity]
Signature
Print Name of Signing
Title