Investor Registration

Investor Registration

Please fill out the following form to register as an investor.

Accredited Investor Questionnaire

Please complete this Accredited Investor Questionnaire (this “Investor Questionnaire”) to enable the Partnership to determine whether you qualify as an “accredited investor” pursuant to the provisions of Rule 501(a) of Regulation D promulgated under the Securities Act.

THE SECURITIES WILL NOT BE OFFERED OR SOLD TO THE UNDERSIGNED UNLESS AND UNTIL THIS INVESTOR QUESTIONNAIRE HAS BEEN PROPERLY COMPLETED AS THOROUGHLY AS POSSIBLE, EXECUTED AND DELIVERED TO THE PARTNERSHIP. IN THE CASE OF AN INVESTOR THAT IS A PARTNERSHIP, TRUST OR CORPORATION WHICH DOES NOT ITSELF QUALIFY AS AN ACCREDITED INVESTOR, EACH EQUITY OWNER IN SUCH ENTITY MUST COMPLETE THIS INVESTOR QUESTIONNAIRE TO DETERMINE ACCREDITED STATUS.

This Investor Questionnaire does not constitute an offer to sell or a solicitation of an offer to buy any security.

If you wish to be considered an “accredited investor,” then you must check the box below which describes the suitability requirement under which you intend to qualify. The Partnership may ask you to provide additional information to document the representation initialed, as described within each paragraph. ONLY ONE PARAGRAPH NEED BE INITIALED. Please note that, if the Partnership Interests will be held other than in an individual’s name, then the information below should be supplied for the entity which will hold such Partnership Interests.

OR

This suitability requirement may be selected only by a natural individual(s), and NOT by a corporation, partnership, trust, estate, unincorporated association or other entity.
The undersigned represents and warrants that his or her individual net worth, or joint net worth with his or her spouse, exceeds $1,000,000.

OR

This suitability requirement may be selected only by a natural individual(s), and NOT by a corporation, partnership, trust, estate, unincorporated association or other entity.
The undersigned represents and warrants that his or her individual net income was in excess of $200,000 in each of the two (2) most recent years, or his or her joint income with his or her spouse was in excess of $300,000 in each of those years, and he or she reasonably expects his or her net income to reach such level in the current year.

OR

This suitability requirement may be selected only by a natural individual(s), and NOT by a corporation, partnership, trust, estate, unincorporated association or other entity.
The undersigned is a director or executive officer of the Partnership.

OR

5. Certain Qualified Organizations

The undersigned represents and warrants that it is (check one):

A corporation, partnership, business trust, or organization described in Section 501(c)(3) of the Internal Revenue Code (tax-exempt organization), not formed for the specific purpose of acquiring the Partnership Interests and having total assets in excess of $5,000,000.

A bank, savings and loan association or other similar institution (as defined in Sections 3(a)(2) and 3(a)(5)(A) of the Securities Act).

An insurance company (as defined in Section 2(13) of the Securities Act).

An investment company registered under the Investment Company Act of 1940.

A business development company (as defined in Section 2(a)(48) of the Investment Company Act of 1940) or private business development company (as defined in Section 202(a)(22) of the Investment Advisers Act of 1940).

A Small Business Investment Company licensed by the U.S. Small Business Administration under Sections 301(c) or (d) of the Small Business Investment Act of 1958.

A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended.

A trust with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring the Partnership Interests and whose purchase is directed by a sophisticated person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of an investment in the Partnership Interests.

NOTE: If you claim suitability under this paragraph (5), then the Partnership may require that you provide appropriate information supporting your claim to status as a Qualified Organization.

OR

The undersigned represents and warrants that it is a corporation, a partnership, an unincorporated association or other similar entity, and that each owner of an equity interest in the entity satisfies the suitability requirements of either paragraphs (2), (3), (4) or (5) above. An entity may be newly formed for the purpose of purchasing the Partnership Interests.

NOTE: If you claim suitability under this paragraph (6), then you must submit a list of each of the owners with an equity interest in the entity, setting forth the address and telephone number of each such owner and listing for each such owner the information required under paragraphs (2), (3), (4) or (5) above. These separate pages must be validly signed by or on behalf of each such owner or beneficiary.

IN WITNESS WHEREOF, the undersigned has executed this Investor Questionnaire on:


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