Distressed Mortgage Purchase by pwv16287

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                ASSET MANAGEMENT HOLDINGS DISTRESSED MORTGAGE
                            OPPORTUNITY FUND, LLC.

                                  SUBSCRIBER QUESTIONNAIRE


Name of Subscriber:

       1.      Publicly Traded Partnership Data.

         (a) Is the Subscriber a partnership, grantor trust or S corporation for federal income tax
      purposes?

                       _ Yes                          _ No

            (b) If the answer to (a) above is “Yes,” please indicate whether or not:

                   (i) With regard to any Beneficial Owner (as defined below) of the Subscriber, a
               principal purpose for the establishment or use of the Subscriber includes avoidance
               of the 100 partner limitation set forth in Treasury Regulations Section 1.7704-
               1(h)(1)(ii). For purposes hereof, the term “Beneficial Owner” shall mean, with
               respect to a Subscriber, a person that holds an equity interest in such Subscriber,
               either directly or indirectly thorough a nominee or agent or through one or more
               intervening entities qualifying as partnerships, grantor trusts or S corporations, in
               each case as determined for federal income tax purposes.

                       _ Yes                          _ No

                   (ii) With regard to any Beneficial Owner of the Subscriber, more than 50 percent
               of the value of such Beneficial Owner’s interest in the Subscriber is attributable to
               the Subscriber’s interest in the Partnership.

                       _ Yes                          _ No

                     If the answer to the question in Paragraph 1(b)(i) or 1(b)(ii) is “Yes,”
               please contact Adorno & Yoss, LLP. before returning your Subscription
               Agreement.

       2.                             ERISA Status.

          (a) Please indicate whether the Subscriber is (i) an “employee benefit plan” within the
      meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as
      amended (“ERISA”) that is subject to Title I of ERISA or (ii) an individual retirement account
      as described in Section 408(a) of the Internal Revenue Code (“IRA”), governmental benefit
      plan or other “benefit plan investor” within the meaning of U.S. Department of Labor
      Regulation 2510.3-101(f)(2).

                          _ Yes                       _ No
           (b) Please indicate whether any part of the funds used by the Subscriber to acquire a
       Partnership Interest constitutes assets of an employee benefit plan or IRA subject to Title I
       of ERISA or Section 4975 of the Internal Revenue Code.

                          _ Yes                      _ No

        3.Accredited Investor Status. The Subscriber is correctly and in all respects described by
the category or categories set forth below where the Subscriber has checked the box [more than
one box may be checked]:

                   (i)   _ A natural person whose “net worth,” either individually or jointly with
               such person’s spouse, at the time of his or her purchase, exceeds $1,000,000. For
               purposes hereof, “net worth” means the excess of total assets at fair market value,
               including home and personal property, over total liabilities, including all home
               mortgages.

                    (ii)   _ A natural person who had “individual income” in excess of $200,000,
               or joint income with that person’s spouse in excess of $300,000, in each of the last
               two calendar years and reasonably expects to reach the same income level in the
               current calendar year. For purposes hereof, “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): (A) the amount of any interest income received which
               is tax-exempt under Section 103 of the Internal Revenue Code, (B) the amount of
               losses claimed as a limited partner in a limited partnership (as reported on Schedule
               E of Form 1040), (C) any deduction claimed for depletion under Section 611 et seq.
               of the Internal Revenue Code and (D) any amount by which income from long-term
               capital gains has been reduced in arriving at adjusted gross income pursuant to the
               provisions of Section 1202 of the Internal Revenue Code.

                   (iii) _ A corporation, a partnership, an organization described in
               Section 501(c)(3) of the Internal Revenue Code or a Massachusetts or similar
               business trust, not formed for the specific purpose of acquiring the securities
               offered, with total assets in excess of $5,000,000.

                   (iv) _ A bank as defined in Section 3(a)(2) of the Securities Act, or any
               savings and loan association or other institution as defined in Section 3(a)(5)(A) of
               the Securities Act whether acting in its individual or a fiduciary capacity.

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

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

                   (vii) _ An investment company registered under the Investment Company
               Act or as a business development company as defined in Section 2(a)(48) of the
               Investment Company Act.
           (viii) _ A Small Business Investment Company licensed by the U.S. Small
       Business Administration under Section 301(c) or (d) of the Small Business
       Investment Act of 1958.

            (ix) _ 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, if such a plan has total assets in excess of $5,000,000.

          (x)    _ A private business development                 company     as    defined    in
       Section 202(a)(22) of the Investment Advisers Act.

            (xi) _ An employee benefit plan within the meaning of Title I of the Employee
       Retirement Income Security Act of 1974, if the investment decision is made by a
       plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank,
       savings and loan association, insurance company or registered investment adviser
       or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-
       directed plan, with investment decisions made solely by persons that are accredited
       investors.

          (xii) _ A trust, with total assets in excess of $5,000,000 not formed for the
       specific purpose of acquiring a Partnership Interest, whose purchase is directed by a
       sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D promulgated
       under the Securities Act.

            (xiii) _ A corporation or other entity (including, without limitation, an IRA) in
       which all of the equity owners are accredited investors and described in one or more
       of the categories set forth in Subparagraphs (i) through (xii) above. Please insert on
       the line that follows which of the Subparagraphs apply: ____________ [_ insert
       Subparagraph number(s); for example, if the Subscriber is a partnership of which
       all of the partners are high net worth individuals (i.e., each with a net worth in excess
       of $1,000,000), insert the number (i) on the line above (which corresponds to
       Subparagraph number (i) above)].

           (xiv) _ The Subscriber does not fall within any of the above categories and
       therefore is not an accredited investor.

          If you have checked box 3(xiv), please contact Adorno & Yoss, LLP.
       before returning your Subscription Agreement.

4.     Related Party Data.

   (a) To the best of the Subscriber’s knowledge, does the Subscriber control, or is the
Subscriber controlled by or under common control with, any other subscriber for a
Partnership Interest in, or Limited Partner of, the Partnership?

                  _ Yes                        _ No

    (b) Will any other person or entity have a beneficial interest in the Partnership Interest
to be acquired (other than as a shareholder, partner, member or other beneficial owner of
interests in the Subscriber)?

                  _ Yes                        _ No
             If the answer to any question in this Paragraph 4 is “Yes,” please contact
       Adorno & Yoss, LLP. before returning your Subscription Agreement.

        5.     Tax-Exempt Limited Partner Status.

           (a) Is the income of Subscriber generally exempt from federal income tax pursuant to
       Internal Revenue Code Section 401 or 501 (except as provided in Internal Revenue Code
       Sections 511 through 514) or by virtue of its status as a State government?

                          _ Yes                       _ No

           (b) Is the Subscriber classified as a partnership or other pass-through entity for federal
       income tax purposes and one or more of its equity interests are held (directly or indirectly
       through another pass-through entity) by entities that are generally exempt from federal
       income tax as described in (a) above?

                          _ Yes                       _ No

         6.BHC Partner Status. Is the Subscriber a bank holding company, as defined in Section
2(a) of the Bank Holding Company Act of 1956, as amended (the “BHC Act”), or a non-bank
subsidiary of such a bank holding company or a foreign bank subject to the BHC Act pursuant to
the International Banking Act of 1978, as amended, or an affiliate of any such foreign bank?

                          _ Yes                       _ No

        7.U.S. Person Status. Is the Subscriber a natural person resident in the United States, a
corporation, partnership or limited liability company incorporated or organized under the laws of the
United States (including a U.S. State) or otherwise a U.S. Person as defined in Rule 902(k) under
the Securities Act? [Rules 902(k) and (l) are excerpted in Exhibit I hereto.]

                          _ Yes                       _ No


                                                ***
                          EXHIBIT I TO SUBSCRIBER QUESTIONNAIRE
                       Excerpt of Rules 902(k) and (l) under the Securities Act

“(k) U.S. Person.

(1) “U.S. person” means:

          (i) Any natural person resident in the United States;

          (ii) Any partnership or corporation organized or incorporated under the laws of the United
States;

          (iii) Any estate of which any executor or administrator is a U.S. person;

          (iv) Any trust of which any trustee is a U.S. person;

          (v) Any agency or branch of a foreign entity located in the United States;

       (vi) Any non-discretionary account or similar account (other than an estate or trust) held
by a dealer or other fiduciary for the benefit or account of a U.S. person;

        (vii) Any discretionary account or similar account (other than an estate or trust) held by a
dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United
States; and

          (viii) Any partnership or corporation if:

                  (A) Organized or incorporated under the laws of any foreign jurisdiction; and

                  (B) Formed by a U.S. person principally for the purpose of investing in securities
          not registered under the Act, unless it is organized or incorporated, and owned, by
          accredited investors (as defined in Rule 501(a) under the Securities Act) who are not
          natural persons, estates or trusts.

(2) The following are not “U.S. persons”:

        (i) Any discretionary account or similar account (other than an estate or trust) held for the
benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized,
incorporated, or (if an individual) resident in the United States;

       (ii) Any estate of which any professional fiduciary acting as executor or administrator is a
U.S. person if:

                 (A) An executor or administrator of the estate who is not a U.S. person has sole
          or shared investment discretion with respect to the assets of the estate; and

                  (B) The estate is governed by foreign law;

        (iii) Any trust of which any professional fiduciary acting as trustee is a U.S. person, if a
trustee who is not a U.S. person has sole or shared investment discretion with respect to the
trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S.
person;

       (iv) An employee benefit plan established and administered in accordance with the law
of a country other than the United States and customary practices and documentation of such
country;

       (v) Any agency or branch of a U.S. person located outside the United States if:

               (A) The agency or branch operates for valid business reasons; and

                (B) The agency or branch is engaged in the business of insurance or banking
       and is subject to substantive insurance or banking regulation, respectively, in the
       jurisdiction where located; and

       (vi) The International Monetary Fund, the International Bank for Reconstruction and
Development, the Inter-American Development Bank, the Asian Development Bank, the African
Development Bank, the United Nations, and their agencies, affiliates and pension plans, and
any other similar international organizations, their agencies, affiliates and pension plans.

(l) United States. “United States” means the United States of America, its territories and
possessions, any State of the United States, and the District of Columbia.”

                                                ***
                                     SECTION 1446
                          CERTIFICATE OF NON-FOREIGN STATUS


This two-page certificate is to be completed by Subscribers for interests in Asset Management
Holdings Distressed Mortgage Opportunity Fund, LLC, (the “Company”), a Florida limited liability
company, that are U.S. persons (including individuals and entities).

If this certificate is not completed, signed and returned as provided below, the Company will be
required to withhold U.S. federal income tax at the highest applicable rate on the Partnership’s
“effectively connected taxable income” allocated to you if you are accepted as an Investor Member.

NAME OF SUBSCRIBER



U.S. TAXPAYER IDENTIFICATION NUMBER

 Social Security Number (if individual)                 _ _ _ -- _ _ -- _ _ _ _

 Employer Identification Number (if entity)            _ _ -- _ _ _ _ _ _ _


ADDRESS

 Home Address (if individual)



 Office Address (if entity)
The undersigned hereby certifies (on behalf of the Subscriber, if entity) the following:

1.     The Subscriber is not a nonresident alien, foreign corporation, foreign partnership, foreign
       trust or foreign estate (as those terms are defined in the Internal Revenue Code and Income
       Tax Regulations).

2.     The Subscriber’s U.S. social security number (if individual) or U.S. employer identification
       number (if entity) is printed above.

3.     The Subscriber’s home address (if individual) or office address (if entity) is printed above.

The Subscriber hereby agrees to notify the Company within sixty (60) days of the date the
Subscriber becomes a foreign person. The Subscriber understands that this certification may be
disclosed to the Internal Revenue Service by the Company and that any false statement contained
herein could be punished by fine, imprisonment or both.

UNDER PENALTIES OF PERJURY I declare that I have examined this certification and to the best of my
knowledge and belief it is true, correct and complete, and (if an entity) I further declare that I have
authority to sign this document on behalf of the Subscriber.




SIGN HERE _ __________________________________           DATE __ / __ / 20 __
                  Signature of :
                  Subscriber (if individual)
                  Responsible Corporate Officer (if corporation)
                  General Partner (if partnership)
                  Trustee, Executor, or Equivalent Fiduciary (if trust or estate)


TITLE (if entity) _    __________________________________


                                               *****




                                                  2
                               SUBSTITUTE FORM W-9
                        REQUEST FOR TAXPAYER IDENTIFICATION
                            NUMBER AND CERTIFICATION

This two-page Substitute Form W-9 is to be completed by Subscribers for interests in Asset
Management Holdings Distressed Mortgage Opportunity Fund, LLC. (the “Company”), a Florida
limited liability company, that are U.S. persons (including individuals and entities).

If this form is not completed, signed and returned as provided below, the Company will be required
to backup withhold, under certain circumstances, U.S. federal income tax on payments, including
certain interest and other payments, from the Company.

NAME OF SUBSCRIBER




BUSINESS NAME (if different from above)




Check appropriate box:        _ Individual/Sole Proprietor
                              _ Corporation
                              _ Partnership
                              _ Other ______________

ADDRESS




U.S. TAXPAYER IDENTIFICATION NUMBER

 Social Security Number (if individual)                 _ _ _ -- _ _ -- _ _ _ _

 Employer Identification Number (if entity)            _ _ -- _ _ _ _ _ _ _




                                                1
                                        CERTIFICATION

UNDER PENALTIES OF PERJURY I certify that:

1.The number shown on this form is my correct taxpayer identification number (or I am waiting for a
       number to be issued to me).

2.     I am not subject to backup withholding because (a) I am exempt from backup withholding,
       or (b) I have not been notified by the Internal Revenue Service that I am subject to backup
       withholding as a result of a failure to report all interest or dividends, or (c) the Internal
       Revenue Service has notified me that I am no longer subject to backup withholding.

3.     I am a U.S. person (including a U.S. resident alien).

You must cross out item 2 above if you have been notified by the Internal Revenue Service that you
are currently subject to backup withholding because you have failed to report all interest and
dividends on your tax return.

The Internal Revenue Service does not require your consent to any provision of this document other
than the certifications required to avoid backup withholding.




SIGN HERE _ __________________________________                 DATE __ / __ / 20 __


                                              *****




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