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INVESTOR CERTIFICATION
Interests will be sold only to investors who are
“accredited investors” (as defined in Rule 501(a) of
Regulation D promulgated by the SEC under the Securities
Act) and who are “qualified clients” (as defined in Rule
205-3(d)(1) promulgated by the SEC under the Advisers Act).
Please indicate the basis of “accredited investor” status of
Subscriber by checking the applicable statement or
statements. Subscriber is:
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A bank, as defined in
Section 3(a)(2) of the Securities Act, acting in its
individual or fiduciary capacity. |
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A savings and loan
association or other institution as defined in Section
3(a)(5)(A) of the Securities Act, acting in its
individual or fiduciary capacity. |
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A broker or dealer
registered pursuant to Section 15 of the U.S. Securities
Exchange Act of 1934, as amended. |
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An insurance company as
defined in Section 2(13) of the Securities Act. |
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An investment company
registered under the Investment Company Act, or a
business development company as defined in Section
2(a)(48) of the Investment Company Act. |
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A small business investment
company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the U.S.
Small Business Investment Act of 1958, as amended. |
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A plan which has total
assets in excess of US$5,000,000 and which is
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. |
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An employee benefit plan
within the meaning of ERISA which
satisfies one of the following conditions: (i) the
investment decision is being 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, (ii) it has total assets in
excess of US$5,000,000 or (iii) it is a self directed plan,
with investment decisions made solely by the participants
investing, and each such participant is an accredited
investor. |
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A private business
development company as defined in Section 202(a)(22) of
the Advisers Act. |
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A corporation, a
Massachusetts or similar business trust, a partnership,
a limited liability company, or an organization
described in Section 501(c)(3) of the Code, which has
total assets in excess of US$5,000,000 and which was not
formed for the specific purpose of acquiring an
Interest. |
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A natural person whose
individual net worth, or joint net worth with his or her
spouse, at the time of purchase of an Interest, exceeds
US$1,000,000. |
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A natural person who had an
individual income in excess of US$200,000 in each of the
two most recent years or joint income with his or her
spouse in excess of US$300,000 in each of those years,
and who has a reasonable expectation of reaching the
same income level in the current year. |
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A trust with total assets
in excess of US$5,000,000 which was not formed for the
specific purpose of acquiring an Interest and whose
purchase of an Interest was directed by a Person who has
such knowledge and experience in financial and business
matters that he is capable of evaluating the merits and
risks of the investment. |
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An entity in which all of
the equity owners are accredited investors. |
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If Subscriber’s
accreditation is based upon this item, each equity owner
of Subscriber must complete a copy of this Annex A and
make representations to the General Partner relating to
the accreditation of such equity owner. |
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None of the above applies. |
Please indicate the basis of “qualified client” status
of Subscriber by checking the applicable statement or
statements. Subscriber is:
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A natural person whose
individual net worth, or joint net worth with his or her
spouse, at the time of purchase of an Interest, exceeds
US$1,500,000. |
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A natural person who,
immediately after being admitted to the Partnership,
will have at least $750,000 under the management of
Rock Maple Funds L.L.C., whether under
the Partnership Agreement or otherwise. |
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An entity other than an
investment company (either registered or exempt pursuant
to the Investment Company Act) or a private business
development company (as defined in Section 202(a) of the
Advisers Act) that has a net worth in excess of
US$1,500,000. |
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An entity other than an
investment company (either registered or exempt pursuant
to the Investment Company Act) or a private business
development company (as defined in Section 202(a) of the
Advisers Act) that, immediately after being admitted to
the Partnership, will have at least $750,000 under the
management of Rock Maple Funds L.L.C., whether under the Partnership Agreement or
otherwise. |
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A natural person or an
entity that is a “qualified purchaser” as defined in
Section 2(a)(51)(A) of the Investment Company Act. |
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User
Agreement
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