Sample Subscription Documents for Private Placements of Interests by cgq15394

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									                                       Topic 05

                      Sample Subscription Documents
                              for
    Private Placements of Interests in Limited Partnerships




                                 Kimberly V. Mann
                       Pillsbury Winthrop Shaw Pittman LLP
                                 Washington, D.C.




The following are sample subscription documents that are designed for offerings of interests in
limited partnerships where capital is being raised from a variety of investors. These sample
documents relate to an offering that is being made pursuant to a confidential private placement
memorandum containing the information required by Rule 502(b) of Regulation D. The sample
subscription documents may be used by individuals, corporations, trusts, limited liability
companies, partnerships or plans. If non-accredited investors are included in the offering, the
issuer should establish minimum net worth and income standards based upon the amount of the
minimum required investment and any applicable state law requirements.
                                         ANY FUND, L.P.


                               SUBSCRIPTION INSTRUCTIONS



In order to subscribe for limited partner interests in Any Fund, L.P. (“Interests”), a prospective
investor must complete and execute the subscription documents contained in this booklet in
accordance with the instructions set forth herein. This entire booklet, together with the
appropriate payment as described herein (payable to _______________ Bank, Escrow Agent),
should then be returned to:

                                      ______________________
                                      ______________________
                                      ______________________
                                      Telephone: (___) _______

If your subscription is not accepted, your original documents and payments will be returned to
you without interest. Each prospective investor must sign its, his or her name exactly the same
way in each applicable signature block.

Subscriptions from suitable prospective investors will be accepted at the sole discretion of Any
Fund Management GP, Ltd., the general partner of the Partnership, after receipt of all
subscription documents, properly completed and executed, with the appropriate payment.

If you have any questions concerning the completion of these subscription documents, please
contact your broker-dealer or [name of representative of general partner], at (___) ___________.

ALL INVESTORS MUST COMPLETE PAGES 1-3 OF THIS DOCUMENT, ALONG WITH THE
APPROPRIATE SECTION BASED UPON THE TYPE OF INVESTOR.

•   INDIVIDUAL INVESTORS MUST COMPLETE THE ATTACHED BLUE PAGE.

•   TRUST INVESTORS MUST COMPLETE THE ATTACHED PINK PAGE.

•   PLAN INVESTORS MUST COMPLETE THE ATTACHED GREEN PAGE.

•   CORPORATE, PARTNERSHIP OR LIMITED LIABILITY COMPANY INVESTORS MUST
    COMPLETE THE ATTACHED YELLOW PAGE.

•   IF REQUIRED, INVESTORS MUST COMPLETE EXHIBIT A AND EXHIBIT B ON THE
    ATTACHED WHITE PAGE.




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                     Broker/Dealer and
           Registered Representative Information




Broker/Dealer Name


Registered Representative Name


Branch


Address




City                             State             Zip

(           )
Telephone Number

(            )
Facsimile Number




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                  ALL INVESTORS MUST COMPLETE THIS PAGE

     SUBSCRIPTION APPLICATION, QUESTIONNAIRE, AGENT DESIGNATION
                         AND SIGNATURE PAGE



Gentlemen:

1.    Subscription. The undersigned, desiring to become a limited partner in Any Fund, L.P.,
      a limited partnership formed under the laws of the Commonwealth of The Bahamas (the
      "Partnership"), hereby subscribes for and agrees to purchase limited partner interests
      ("Interests") in the Partnership as described in the Private Placement Memorandum, dated
      __________, 200__ (the "Private Placement Memorandum") upon acceptance of this
      Subscription Application by Any Fund Management GP, Ltd., the general partner of the
      Partnership (the “General Partner”). The undersigned is delivering with this Subscription
      Application a check payable to the order of ____________Bank, Escrow Agent (with a
      notation that the check is for Any Fund, L.P.) (the "Escrow Account") in the amount of
      $_______ for each Interest to which the Subscription Application relates.

2.    Representations and Warranties. By executing this Subscription Application, the
      undersigned further:

      a.     Acknowledges that the undersigned (i) has received the Private Placement
             Memorandum and the limited partnership agreement in the form included as an
             exhibit to the Private Placement Memorandum (the "Partnership Agreement") and
             (ii) is familiar with and understands each of the foregoing including the risk
             factors set forth in the Private Placement Memorandum under the caption
             “Certain Risks”;

      b.     Represents and warrants that the undersigned, in determining to purchase
             Interests, has relied solely upon the Private Placement Memorandum (including
             the exhibits thereto) and the advice of the undersigned's legal counsel and
             accountants or other financial advisers with respect to the tax and other
             consequences involved in purchasing Interests;

      c.     Acknowledges that the Interests being acquired will be governed by the terms and
             conditions of the Partnership Agreement, which the undersigned accepts and by
             which the undersigned agrees to be legally bound;

      d.     Represents and warrants that the Interests being acquired will be acquired for the
             undersigned's own account without a view to public distribution or resale and that
             the undersigned has no contract, undertaking, agreement or arrangement to sell or
             otherwise transfer or dispose of any Interests or any portion thereof to any other
             Person;

      e.     Represents and warrants that the undersigned (i) can bear the economic risk of the
             purchase of Interests including the total loss of the undersigned's investment and
             (ii) has such knowledge and experience in business and financial matters,
             including the analysis of or participation in offerings of privately issued limited
             partner interests, as to be capable of evaluating the merits and risks of an
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     investment in Interests, or that the undersigned is being advised by others
     (acknowledged by the undersigned as being the "Purchaser Representative(s)" of
     the undersigned) such that they and the undersigned together are capable of
     making such evaluation;
f.   Represents and warrants, if subject to the Employee Retirement Income Security
     Act ("ERISA"), that the undersigned is aware of and has taken into consideration
     the diversification requirements of Section 404(a)(3) of ERISA in determining to
     purchase Interests and that the undersigned has concluded that the purchase of
     Interests is prudent;

g.   Understands that the undersigned will be required to provide current financial and
     other information to the General Partner to enable it to determine whether the
     undersigned is qualified to purchase Interests;

h.   Understands that the Interests have not been registered under the Securities Act of
     1933, as amended (the "Act"), or the securities laws of any state and are subject to
     substantial restrictions on transfer as described in the Private Placement
     Memorandum, which restrictions are in addition to certain other restrictions set
     forth in Article ___ of the Partnership Agreement;

i.   Agrees that the undersigned will not sell or otherwise transfer or dispose of any
     Interests or any portion thereof unless (i) such Interests are registered under the
     Act and any applicable state securities laws or, if required by the General Partner,
     the undersigned obtains an opinion of counsel that it is satisfactory to the
     Partnership that such Interests may be sold in reliance on an exemption from such
     registration requirements and (ii) the transfer is otherwise made in accordance
     with Article ____ of the Partnership Agreement;

j.   Understands that (i) the Partnership has no obligation or intention to register any
     Interests for resale or transfer under the Act or any state securities laws or to take
     any action (including the filing of reports or the publication of information as
     required by Rule 144 under the Act) which would make available any exemption
     from the registration requirements of any such laws and (ii) the undersigned
     therefore may be precluded from selling or otherwise transferring or disposing of
     any Interests or any portion thereof for an indefinite period of time or at any
     particular time;

k.   Acknowledges that the undersigned has been encouraged to rely upon the advice
     of the undersigned's legal counsel and accountants or other financial advisers with
     respect to the tax and other considerations relating to the purchase of Interests and
     has been offered, during the course of discussions concerning the purchase of
     Interests, the opportunity to ask such questions and inspect such documents
     concerning the Partnership and its business and affairs as the undersigned has
     requested so as to understand more fully the nature of the investment and to verify
     the accuracy of the information supplied;

l.   Represents and warrants that (i) if an individual, the undersigned is at least 21
     years of age; (ii) the undersigned has adequate means of providing for the
     undersigned's current needs and personal contingencies; (iii) the undersigned has
     no need for liquidity in the undersigned's investments; (iv) the undersigned
     maintains the undersigned's principal residence at the address shown below; (v)
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