XYZ EQUITY PARTNERS, LLC
INVESTOR QUESTIONNAIRE
(Private Offering of Membership)
ALL INFORMATION HEREIN WILL BE TREATED CONFIDENTIALLY
This Subscription Agreement/ Investor Questionnaire is being entered into by the
undersigned investor (the “Purchaser”), as of the date written below, in connection with the
purchase of membership units of XYZ Equity Partners , LLC (the “Company”), as defined in the
Private Offering Memorandum dated April 15,2007
(1) The undersigned acknowledges that the issuance of the Units will not be registered
under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon exemptions
from registration contained in the Securities Act, and that the Company's reliance upon such
exemptions is based in part upon the undersigned's representations, warranties and agreements
contained in this Subscription Agreement.
(2) The undersigned acknowledges that, prior to the execution of this Subscription
Agreement, it has had the opportunity to ask questions of and receive answers or obtain
additional information from a representative of the Company concerning the financial and other
affairs of the Company and the terms and conditions of the offering of the Units to which this
Subscription Agreement relates, and, to the extent it believes necessary in light of its personal
knowledge of the Company's affairs, it has asked such questions and received satisfactory
answers.
Introduction
In order for the Company to determine whether your subscription to purchase membership
Units of the Company (the “Units”) may be accepted by the Company in light of the
requirements of the Securities Act, and all applicable state securities laws, you must complete
and sign this Investor Questionnaire. If the Units you have subscribed for are to be purchased
jointly, each investor (“Investor”) must complete and sign an Investor Questionnaire.
All information contained in this Investor Questionnaire will be treated confidentially;
however, the Company may present this Investor Questionnaire to such parties as they deem
appropriate if called upon to establish that the proposed private placement of the Units (the
“Offering”) is exempt from registration under the Securities Act or meets the requirements of
applicable state securities laws. Further, the Offering itself will be reported to the Securities and
Exchange Commission (pursuant to the requirements of Regulation D of the Act) and all
applicable state agencies, and such reports may be required to disclose, among other items, the
names and addresses of all Investors. As set forth herein, there may be additional circumstances
under which certain nonpublic personal information about an Investor may be disclosed.
If, in the opinion of the Company, you do not possess the background, professional
training, and/or experience to evaluate the risks, merits, and tax consequences of purchasing and
owning the Units, the Company may require that a purchaser representative review this
investment on your behalf.
Anti-Money Laundering
General
Pursuant to the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, Investor
acknowledges that due to anti-money laundering requirements operating in the United States, the
Company may require further identification of the Investor and the source of subscription funds
before this Investor Questionnaire can be processed, or subscription monies can be accepted. The
Company and each of its respective principals, managers, members, directors, officers, and
employees shall be held harmless and indemnified against any loss arising as a result of a failure
to process this Investor Questionnaire if any information that has been required by an
indemnified party has not been satisfactorily provided to the Investor. Investor further
acknowledges that all subscription payments transferred to the Company must originate directly
from a bank or brokerage account in the name of the Investor represents and warrants that it is
not involved in any money laundering scheme and that acceptance by the Company of an
Investor’s subscription for any Units, together with acceptance of the appropriate remittance, will
not breach any applicable rules and regulations designed to prevent money laundering, including
the provisions of the Bank Secrecy Act of 1970, as amended. Specifically, the Investor represents
and warrants that all evidence of identity provided is genuine and all related information
furnished and to be furnished is accurate.
Beneficial Ownership
Investor represents and warrants that it is subscribing for Units for Investor’s own account
and own risk, and, unless Investor advises the Company to the contrary in writing, and identifies
with supplementally each beneficial owner on whose behalf Investor is acting, Investor
represents that it is not acting as a nominee for any other person or entity, and no other person or
entity will have a beneficial or economic interest in Investor’s Units. Investor also represents that
it does not have the intention or obligation to sell, distribute or transfer the Units, directly or
indirectly, to any other person or entity or to any nominee account.
If the Investor is (i) acting as trustee, agent, representative or disclosed nominee for another
person or entity, or (ii) an entity investing on behalf of underlying investors, other than a publicly
traded company listed on an organized exchange (or a subsidiary or a pension fund of such a
company) based in a Financial Action Task Force ("FAFT") Compliant Jurisdiction (the persons,
entities and underlying investors referred to in (i) and (ii) being referred to collectively as the
“Beneficial Owners”), Investor represents and warrants that:
(i) Investor understands and acknowledges the representations, warranties and
agreements made herein are made by Investor (A) with respect to Investor,
and (B) with respect to the Beneficial Owners;
(ii) Investor has all requisite power and authority from the Beneficial Owners to
execute and perform the obligations under this Investor Questionnaire;
(iii) Investor has adopted and implemented anti-money laundering policies,
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procedures and controls that comply with, and will continue to comply in all
respects with, the requirements of applicable anti-money laundering laws and
regulations; and
(iv) Investor has established the identity of all Beneficial Owners, holds evidence
of such identities and (A) will make such information available to the
Company upon request, or (B) will provide a written certificate of a senior
officer of Investor with respect to the Investor’s compliance with the anti-
money laundering policies, procedures and controls, and, in either case, has
procedures in place to ensure that no Beneficial Owner is a Prohibited
Investor.
Investor further represents and warrants that, to the best of its knowledge and belief,
neither the Beneficial Owners nor any person controlling, controlled by, or under common
control with the Beneficial Owners, nor any person having a beneficial or economic interest in
the Beneficial Owners, is a Prohibited Investor1 or, unless disclosed to the Company in writing, a
Senior Foreign Political Figure or a member of the Immediate Family or a Close Associate of a
Senior Foreign Political Figure, and Investor is not investing and will not invest in the Units on
behalf or for the benefit of any Prohibited Investor. Investor agrees promptly to notify the
Company of any change in information affecting the representations and warranties under this
anti-money laundering provision.
Source of Funds
Investor represents and warrants that the funds being used to make this investment are not
derived from any unlawful or criminal activities.
Misstatements Suspicious Activity, and Prohibited Investor Sanctions
Investor acknowledges that: (1) any misstatement will result in an immediate redemption
of Investor’s Unit(s), (ii) if the Company or their agents has a suspicion that a payment to the
Company (by way of subscription or otherwise) or a payment from the Company (by way of
redemption or otherwise) contains the proceeds of criminal conduct, that person may report such
suspicion to the proper legal authorities, and (iii) if the Company or their agents believe that the
Investor or a Beneficial Owner of the Investor is a Prohibited Investor, the Company may be
obligated to freeze the Investor’s investment, or segregate the assets constituting the Investor’s
Investment in the Units in accordance with applicable law.
Privacy Policy
The Company will collect, utilize and maintain nonpublic personal information about
Investors pursuant to its Privacy Policy, set forth below, as required under recently enacted
Federal legislation. This Privacy Policy only applies to nonpublic information of Investors who
are individuals (not entities). The Company reserves the right to change or revoke this Privacy
Policy at any time.
Collection of Investor Information. The Company will collect personal information about
Investors through subscription forms, Investor Questionnaires and other information provided by
the Investor in writing, in person, by telephone, electronically or by any other means. This
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information will include name, address, nationality, employment information, and financial and
investment qualifications. The Company will also collect information about Investors from
transactions within the Company, including account balances and investments. The Company
will not obtain nonpublic personal information from any other source.
ANTI-MONEY LAUNDERING DEFINITIONS
Close Associate a Senior Foreign Political Figure is a person who is widely and publicly
known internationally an unusually close relationship with the Senior Foreign Political Figure,
and includes a person who is in a position to conduct substantial domestic and international
financial transactions on behalf of the Senior Foreign Political Figure.
Immediate Family of a Senior Foreign Political Figure typically includes such person’s
parents, siblings, spouse, children and in-laws.
Prohibited Investor means (i) a person or entity whose name appears on the various lists issued
and maintained by the U.S. Office of Foreign Assets Control (“OFAC”), including the List of
Specially Designated Nationals and Blocked Persons, the Specially Designated Terrorists List
and the Specially Designated Narcotics Traffickers List;*** (ii) a Foreign Shell Bank; or (iii) a
person or entity who is a citizen or resident of, or which is located in, or whose subscription
funds are transferred from or through, a Foreign Bank in a Non-Cooperative Jurisdiction or
Sanctioned Regime.
Senior Foreign Political Figure means a senior official in the executive, legislative,
administrative, military or judicial branch of a foreign government (whether elected or not), a
senior official of a major foreign political party, or a senior executive of a foreign government-
owned corporation. In addition, a Senior Foreign Political Figure includes any corporation,
business or other entity that has been formed by, or for the benefit of, a Senior
Disclosure of Nonpublic Personal Information. The Company will not disclose nonpublic
personal information about Investors to nonaffiliated third parties or to affiliated entities, except
as permitted by law. For example, the Company may share nonpublic personal information in the
following situations:
(i) to respond to a subpoena or court order, judicial process or regulatory authorities;
(ii) to protect against fraud, unauthorized transactions (such as money laundering), claims
or other liabilities:
(iii) to service providers in connection with the administration and servicing of the
Company, which may include attorneys, accountants, auditors, or other professionals;
(iv) to comply with the U.S. Government’s anti-terrorism policy set forth under the USA
PATRIOT Act of 2001 and related measures;
(v) to service or process Company transactions; and
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(vi) upon consent of an Investor, to release such information, including authorization to
disclose such information to persons acting in a fiduciary or representative capacity on behalf of
the Investor.
Protection of Investor Information. The Company will maintain safeguards that comply
with federal standards to protect Investor information. The Company will restrict access to the
personal and account information of Investors to those appropriate parties who need to know that
information in the course of their job responsibilities. Third parties with whom the Company
shares Investor information must agree to follow appropriate standards of security and
confidentiality.
IF THE PROSPECTIVE INVESTOR IS AN INDIVIDUAL, PLEASE ANSWER
QUESTION 1. IF THE PROSPECTIVE INVESTOR IS AN ENTITY, PLEASE
PROCEED TO QUESTION 2.
1. PERSONAL - INDIVIDUALS
Name: _____________________________________________________
Age: ______________________________DOB: ___________________
Street Address (no P.O. boxes )
_________________________________________________________
___________________________________________________________
_______________________________________________________________
Residence Telephone No.: (____)_______________________________
Social Security Number: _______________________________________
Marital Status: ______________________________________________
Spouse’s Full Name (if applicable): ______________________________
Spouse’s Employment (if applicable): _____________________________
Number of Dependents:________________________________________
Ages of Dependents: _________________________________________
Please indicate the states in which you have maintained your principal residence during
the past two years and the dates during which you have resided in each state:
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___________________________________________________________
___________________________________________________________
Do you now maintain a house or apartment in any other state? Yes No (Circle One)
If yes, in which state(s)?_________________________________________________
________________________________________________________
In which state do you:
File state income tax returns? ___________________________________
Hold a valid driver’s license? ____________________________________
Register to vote? ____________________________________________
References which may be contacted:
Bank
Name:__________________________________
Address:________________________________
Account Representative:____________________
Telephone:_______________________________
Attorney
Name:__________________________________
Address:________________________________
Telephone:______________________________
Accountant
Name:__________________________________
Address:________________________________
Telephone:______________________________
Employment History
The following is a description of my principal employment (other than my current employment)
during the last ten years or since graduation from college. I have provided specific information
concerning the extent of vocationally related experience in financial and business matters.
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From_______ To ________
Employer________________________________
Position_________________________________
Brief Description of Position_______________________________________
Investment Experience
The frequency of my investments in marketable securities has been (check one):
Often:____; Occasional:____; Seldom:____; Never:____
The frequency of my investments in private offerings or securities has been(check one):
Often:____; More than once:____; Never:____
My private offering investment experience during the past five years consists of the following:
Name of Venture:_______________________________
Activity of Venture(ex: equip leasing, real estate, oil, etc.)__________________________
Form of Venture(ex: trust, corp, LLP)_______________________
I have previously made investments in (check all that apply):
YES:
Stock exchange listed securities ____
Over-the-counter securities ____
Commodities ____
Options ____
New issues ____
Margin purchases ____
I have reviewed offering materials related to the following types of investments in the last five
years (check all that apply):
YES:
Start-up companies ____
Equipment leasing ____
Research and development ____
Limited partnerships ____
Oil and gas drilling programs ____
Real estate syndications ____
Stocks, bonds, or debentures ____
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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: ____
The following is a list o