Accredited Investors Requirement and Disclaimer
Interests in the Partnership will not be registered under the Securities Act of 1933, as amended (the "Act"), or any applicable state securities laws, but rather are being offered and sold solely to accredited investors pursuant to the exemption from registration provided by the non-public offering exemption of Section 4(2) of the Act, Regulation D promulgated thereunder, and certain analogous state exemptions. Omni Trading, LLC, the General Partner of Bayou City Capital, L.P. cannot allow an investor to make such an investment unless that investor meets certain standards set forth in the Act and any applicable state securities laws. In order to enable Omni Trading to permit an investment and so that Bayou City Capital will qualify for an exemption from registration requirements of the Act and any applicable state securities laws, an investor must make one of the following representations: (1) Accredited Investor Suitability Standards - Individual, or (2) Accredited Investor Suitability Standards - Entity.
See below to determine which standard, if any, you or your entity meet.
Accredited Investor - Individual
- A net worth (either individually or jointly with spouse) in excess of $1,000,000, or
- An individual income (not joint income with spouse) in excess of $200,000, or a joint income with the undersigned's spouse in excess of $300,000, in each of the last two calendar years and reasonably expects to reach the same income level (individually or jointly, as applicable) in the current calendar year. For these purposes, "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): (i) the amount of any tax-exempt interest received, (ii) the amount of any losses claimed as a limited partner in a limited partnership, (iii) the amount of any deduction claimed for depletion, and (iv) the amount of any deduction for long-term capital gains. "Joint income" is defined in the same manner except that income attributable to a spouse or property owned by a spouse is to be included.
For more information, please contact us.
Accredited Investor - Entity
- A bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act, whether acting in its individual or a fiduciary capacity.
- A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.
- An insurance company as defined in Section 2(13) of the Act.
- An investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act.
- 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.
- An employee benefit plan within the meaning 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.
- 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 with total assets in excess of $5,000,000.
- A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
- An organization described in section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000.
- A personal (non-business) trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he (she) is capable of evaluating the merits and risks of an investment in the securities offered.
- An entity in which all of the equity owners are Accredited Investors (see the Purchaser Questionnaire for individuals for the definitions applicable to individuals and use the definitions above for entities).
For more information, please Contact Us