Initial all appropriate spaces on the following pages indicating the basis upon which the Investor qualifies as an accredited investor under Regulation D.NOTE: Each box must be checked. If the information pertains to you please initial if not please type in NA.
For Individual Investors Only
(1) I certify that I am an accredited investor because 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 home 1 , home furnishings and automobiles, over total liabilities.
(2) I certify that I am an accredited investor because I had individual income (exclusive of any income attributable to my spouse) of more than $200,000 in each of the past two years, or joint income with my spouse of more than $300,000 in each of those years, and I reasonably expect to reach the same income level in the current year 2 .
For Corporations, Limited Liability Companies or Partnerships
(3) The Investor hereby certifies that it is an accredited investor because it has total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring the securities offered.
(4) The Investor hereby certifies that it is an accredited investor because all of its equity owners are accredited investors. The Partnership, in its sole discretion, may request information regarding the basis on which such equity owners are accredited.
For Trusts
(5) The Investor hereby certifies that it is an accredited investor because it is a trust with total assets in excess of $5,000,000, was not formed for the specific purpose of acquiring the securities offered, and its purchase is directed by a sophisticated person. As used in the foregoing sentence, a "sophisticated person" is one who has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk of the prospective investment.
1 Notwithstanding anything to the contrary herein, for purposes of determining "net worth", the principal residence owned by an individual shall be valued either at (A) cost, including the cost of improvements, net of current encumbrances upon the property, or (B) the appraised value of the property as determined upon a written appraisal used by an institutional lender making a loan to the individual secured by the property, including the cost of subsequent improvements, net of current encumbrances upon the property. "Institutional lender" means a bank, savings and loan company, industrial loan company, credit union or personal property broker or a company whose principal business is as a lender of loans secured by real property and which has such loans receivable in the amount of $2,000,000 or more.2 For purposes of this Subscription Agreement, individual income means adjusted gross income, as reported for Federal income tax purposes, less any income attributable to a spouse or to property owned by a spouse, increased by the following amounts (but not including any amounts attributable to a spouse or to property owned by a spouse): (i) the amount of any tax-exempt interest income under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), received; (ii) the amount of losses claimed as a limited partner in a limited partnership as reported on Schedule E of Form 1040; (iii) any deduction claimed for depletion under Section 611 et seq. of the Code; (iv) amounts contributed to an Individual Retirement Account (as defined in the Code) or Keogh retirement plan; (v) alimony paid; and (vi) any elective contributions to a cash or deferred arrangement under Section 401(k) of the Code.
(6) The Investor hereby certifies that it is an accredited investor because it is (i) a bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, (ii) acting in a fiduciary capacity and (iii) subscribing for the purchase of the securities being offered on behalf of a trust account or accounts.
(7) The Investor hereby certifies that it is an accredited investor because it is a (Initial) revocable trust which may be amended or revoked at any time by the grantors thereof and all of the grantors are accredited investors. The Partnership, in its sole discretion, may request information regarding the basis on which such equity owners are accredited.
For Banks, Savings and Loans and Similar Institutions
(8) The Investor hereby certifies that it is an accredited investor because it is a bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act acting in its individual capacity.
For Insurance Companies
(9) The Investor hereby certifies that it is an accredited investor because it is an insurance company as defined in Section 2(13) of the Securities Act.
For Employee Benefit Plans
(10) The Investor hereby certifies that it is an accredited investor because it is an employee benefit plan within the meaning of the U.S. 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. The name of such plan fiduciary is :
(11) The Investor hereby certifies that it is an accredited investor because it is an employee benefit plan within the meaning of ERISA and has total assets in excess of $5,000,000.
(12) The Investor hereby certifies that it is an accredited investor because it is a 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, and has total assets in excess of $5,000,000.
For Individual Retirement Accounts and Keogh Plans
(13) The Investor hereby certifies that it is an accredited investor because it is an employee benefit plan within the meaning of ERISA which is a self-directed plan (i.e., a tax qualified defined contribution plan in which a participant may exercise control over the investment of assets credited to his or her account) in which the participant(s) which are acquiring Interests are accredited investors because each such participant has a net worth, alone or together with such participant's spouse, of at least $1,000,000 or has had an individual income of at least $200,000 (or a joint income with such participant's spouse of at least $300,000) in each of the last two years, and reasonably expects to have income of at least such amount in the current year. The Partnership, in its sole discretion, may request information regarding the basis on which such participants are accredited.
For 501(c)(3) Organizations
(14) The Investor hereby certifies that it is an accredited investor because it is an organization described in Section 501(c)(3) of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), was not formed for the specific purpose of acquiring the securities offered, and has total assets in excess of $5,000,000.
For Individual Investors Only (Including Individual Retirement Accounts)
(1) I certify that I am a qualified purchaser because I own not less than $5,000,000 in investments.
For "Family" Corporations, "Family" Trusts, "Family" Foundations, "Family" Endowments, or "Family" Partnerships
(2) The Investor hereby certifies that it is a qualified purchaser because:3 ; and
3 The term "investments" means any or all (1) securities (as defined in the Securities Act), except for securities of issuers controlled by the Investor ("Control Securities") unless the (A) issuer of the Control Securities is itself a registered or private investment company or is exempted from the definition of investment company by Rule 3a-6 or Rule 3a-7 under the Company Act, (B) the Control Securities represent securities of an issuer that files reports pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934, (C) the issuer of the Control Securities has a class of securities listed on a designated offshore securities market under Regulation S under the Securities Act or (D) the issuer of the Control Securities is a private company with shareholders' equity not less than $50 million determined in accordance with generally accepted accounting principles, as reflected in the company's most recent financial statements (provided such financial statements present the information as of a date within 16 months of the date of the Investor's purchase of Shares); (2) futures contracts or options thereon held for investment purposes, (3) physical commodities held for investment purposes; (4) swaps and other similar financial contracts entered into for investment purposes; (5) real estate held for investment purposes; and (6) cash and cash equivalents held for investment purposes.
For Trusts
(3) The Investor hereby certifies that it is a qualified purchaser because:
For Other Entities
(4) The Investor hereby certifies that it is a qualified purchaser because:
For Any Entities With Beneficial Owners
An entity which has beneficial owners may initial this item instead of items (2), (3) or (4). Please note that Irrevocable Trusts cannot initial this item.
(5) The Investor hereby certifies that each beneficial owner of the Investor's securities is a "qualified purchaser" as described in this item III(C). The Partnership, in its sole discretion, may request information regarding the basis on which such beneficial owners are "qualified purchasers".Plus, for All Investors Other Than Individuals
(6) The Investor is not an entity that is excepted from the definition of an "investment company" under the Company Act pursuant to Section 3(c)(1) or Section 3(c)(7) thereof (a "3(c)(1)/3(c)(7) Company" ); OR
(7) The Investor is a 3(c)(1)/(3)(c)(7) Company and does not have ANY direct "beneficial owners" that have held an interest in the Investor from on or before April 30, 1996 (a "Pre-April 30 Holder"); OR
(8) The Investor is a 3(c)(1)/(3)(c)(7) Company and has obtained consent to its treatment as a qualified purchaser from all of its Pre-April 30 Holders.
(9) The Investor is a 3(c)(1)/(3)(c)(7) Company and has obtained consent to its treatment as a qualified purchaser from all of its trustees, directors or general partners.
(10) No direct or indirect beneficial owner of the Investor is itself a 3(c)(1)/3(c)(7) Company which controls, is controlled by, or is under common control with the Investor.
