INVESTOR
QUESTIONNAIRE
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
$200,000 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 $200,000 during the current calendar year. or
Initial ________ c. I certify that my spouse and I had
joint in come of more than $300,000 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 $5,000,000.
or
Initial ________ e. Subscriber certifies that all of
its equity owners are accredited investors under either 1(a) above (i.e.,
$1,000,000 net worth) or 1(b) or 1(c) above (i.e., $200,000 individual or
$300,000 joint income). Please list below the names of all equity owners and
the manner in which they qualify* (check applicable category )
Check the Applicable Column
$200,000
(individual)
$1,000,000 or $300,000 (joint)
Names of
All Equity Owners Net Worth Minimum
Income
______________________________ _______________ _________________
______________________________ _______________ _________________
______________________________ _______________ _________________
______________________________ _______________ _________________
______________________________ _______________ _________________
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 $5,000,000, 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., $1,000,000 net worth) or 1(b) or 1(c) above (i.e.,
$200,000 individual or $300,000 joint income). Please list below the names of
all grantors.
Check the Applicable Column
$200,000
(individual)
$1,000,000 or $300,000 (joint)
Names of
All Grantors Net Worth Minimum
Income
______________________________ _______________ _________________
______________________________ _______________ _________________
______________________________ _______________ _________________
______________________________ _______________ _________________
______________________________ _______________ _________________
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
$5,000,000.
or
1
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., $1,000,000 net worth) or 1(b) or 1(c)
above (i.e., $200,000 individual or $300,000 joint income). Please list below
the names of all such participants.
Check the Applicable Column
$200,000
(individual)
$1,000,000 or $300,000 (joint)
Names of
All Participants Net Worth Minimum
Income
______________________________ _______________ _________________
______________________________ _______________ _________________
______________________________ _______________ _________________
______________________________ _______________ _________________
______________________________ _______________ _________________
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., $1,000,000 net worth) or (b) or (c) above (i.e., $200,000 individual or
$300,000 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 $5,000,000.
PART II: NON-ACCREDITED
INVESTORS
1. Name of Person Making Investment Decision:
____________________________
Date of Birth: ________________ U.S. Citizen: Yes ____ No ____
College:______________________________________________________________
Degree: _______________ Year: _________________
Graduate School:
_______________________________________________________
Degree: _______________ Year: _________________
Social Security or Federal ID No(s):
_______________________________________
____________________________________________________________________
2. Nature of Business:
__________________________________________________
Position and Duties:
___________________________________________________
Please set forth other prior occupations or duties
during the past five years:
___________________________________________________________________
___________________________________________________________________
Year of Anticipated Retirement:
_______________________
3.
Please list investments made during the past five years: ____________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
_________________________
(to include Year, Nature of Investment, Amount ($))
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. 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.)
________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
(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
____________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
5.
My income from all sources was, now is, or is expected to be:
Year Gross
Income
[19 _ (Two Years Ago)] $____________________
(Actual)
[19 _ (One Year Ago)] $____________________
(Actual)
[19 _ (This Year )] $____________________
(Estimated)
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6. (a) My
personal net worth (including the net worth of my spouse, if any) is now
estimated at: $___________________________
(b) My personal net worth (exclusive of homes, home furnishings and
automobiles) is now estimated at: $___________________________
(c) My estimated liquid assets equal: $___________________________
(d) My estimated non-liquid assets equal: $_______________________
Dated: _____________ 19______
Signature for Individual Subscriber
______________________________
Signature
______________________________
Print 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
______________________________
Signature
______________________________
Print Name of Signing
______________________________
Title
