Stonehenge Asset Management, LLC


Suitability Standards and Restrictions

The services and products Stonehenge Asset Management, LLC (SAM) are restricted to certain qualified investors.  Please read the following suitability requirements.  If you qualify and wish to continue to the website of SAM you must select “I Agree” at the bottom of this page which means that you agree that you are both an Accredited Investor and a Qualified Eligible Person as defined.

Investors to all SAM products are restricted to Accredited Investors under Regulation D of the Securities Act of 1933 (the "Securities Act") and qualified eligible persons ("QEP") as defined in CFTC Rule 4.7.  (as described below) 

Subscribers which are partnerships, limited liability companies or S Corporations must show that each partner, member or shareholder meets the suitability standards enumerated above.  C Corporations must meet the applicable tests at the corporate level.  Any such entity formed for the purpose of making this investment may not invest unless all of its members, members or partners are Accredited Investors (as defined in Regulation D promulgated under the Securities Act). 

Subscriptions for All Class of Interests will only be accepted from persons who represent, and who can support their contention, that:

(i)            such person, either alone or with his or her purchaser representative(s), has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment;

(ii)           the investor’s financial condition must be such that he or she has no need for liquidity with respect to his or her investment, and no need to dispose of any portion of All Class of Interests to satisfy any existing or contemplated undertaking or indebtedness;

(iii)          the investor must be able to bear the economic risk of his or her investment in All Class of Interests until maturity, and the risk of losing part or all of his, her, or its investment; and 

(iv)          the investor must be acquiring his or her Class Interests for investment, for his or her own account and with no view toward the resale or further distribution thereof, in whole or in part. 
Additionally Subscriptions for All Class of Interests will only be accepted from persons who represent, and who can support their contention related to being a Qualified Eligible Person (QEP), that:

                A.            Individuals.

                1.             An individual who: (a) owns securities (excluding interests in issuers with which he is affiliated) and other investments with an aggregate market value of at least $2 million (the "Portfolio Test"); and (b) is an "accredited investor" under SEC Regulation D--i.e., either has a net worth (including home, furnishings and automobiles), or joint net worth with spouse, exceeding $1 million, or has had individual gross income of $200,000 or more in the past two calendar years, or joint gross income with spouse of $300,000 in those years and, in either case, has a reasonable expectation of his individual or joint gross spousal income, respectively, reaching the same level in the current year.

                                                a.  You can also meet the Portfolio Test by: (i) having on deposit for your own account with a futures commission merchant, at any time during the preceding six months, $200,000 or more in exchange-specified initial margin and option premiums for futures and other commodity interest positions; or (ii) having a portfolio comprised of a proportionate combination of the securities investments specified in the text above and the margin and premium specified in (i) above--e.g., securities investments of $1,000,000 and margin and option premiums of $100,000.

                                2.             An individual who is a "knowledgeable employee" as defined in SEC Rule 270.3c-5 under the Investment Company Act of 1940 (the "1940 Act").

                B.            Individual Retirement Accounts.  An IRA whose owner is a QEP. 

                C.            Pension and Profit-Sharing Plans.

                1.             An employee benefit plan within the meaning of ERISA that meets the Portfolio Test and (a) whose decision to invest in the Fund is made by a plan fiduciary (as defined in ERISA §3(21)) that is a registered investment adviser, bank, savings and loan association, or insurance company, (b) with total assets exceeding $5 million, or (c) that is a self-directed plan, and the decision to invest in the Fund is made by a QEP.

                2.             A plan established and maintained by a state, a political subdivision thereof, or any agency or instrumentality thereof, for the benefit of its employees and with total assets exceeding $5 million (and that meets the Portfolio Test).

                D.            Qualified Purchasers.  A "qualified purchaser" as defined in Section 2(51)(A) of the 1940 Act.

                E.            Partnerships, LLCs, Corporations and other Entities

                                1.             A commodity pool, trust, insurance company separate account or bank collective trust that (i) has total assets exceeding $5 million, (ii) was not formed for the purpose of investing in the Fund, and (iii) whose decision to invest in the Fund was directed by a QEP (and that meets the Portfolio Test).

                2.             A corporation, a partnership, an LLC or a Massachusetts or similar business trust, but which is not a commodity pool, that (i) has total assets exceeding $5 million and (ii) was not formed for the specific purpose of investing in the Fund (and meets the Portfolio Test).

                F.             Entities That Are Wholly-Owned by QEPs.  An entity in which all the owners or participants are QEPs.

                G.            Trusts.  A trust not formed for the specific purpose of investing in the Fund, and whose trustee or other person authorized to make investment decisions for the trust, and each settlor or other person who has contributed assets to the trust, is a QEP.

                H.            Institutional Investor Entities.  An entity that meets the Portfolio Test and is: (a) an investment company registered under the 1940 Act, or a business development company as defined therein, which was not formed for the specific purpose of investing in the Fund; (b) an insurance company as defined in §2(1) of the 1933 Act acting for its own account or for the account of a QEP; and (c) a bank as defined in §3(a)(2) of the 1933 Act, or savings and loan or other institution as defined in §3(a)(5)(A) of the 1933 Act, acting for its own account or that of a QEP. 

               I.              Exempt Pools.  A commodity pool that is operated under an effective claim of exemption under CFTC Rule 4.7, or an entity as to which a notice of eligibility has been filed under CFTC Rule 4.5 and in which all participants are QEPs.

                J.             Governmental Entities.  A governmental entity (including the U.S., any state, or a non-U.S. jurisdiction) or political subdivision thereof, or a multinational or supranational entity, or any instrumentality, agency or department of any of the foregoing, if authorized by law to invest in a commodity pool (and that meets the Portfolio Test).

                K.            501(c)(3) Organizations.  An organization described in Section 501(c)(3) of the U.S. Internal Revenue Code: (i) whose trustee or other person authorized to make investment decisions for the organization, and the person who established the organization, is a QEP; or (ii) that meets the Portfolio Test and whose total assets exceed $5,000,000. 

                L.             Investment Professionals.

                1.             A CFTC-registered commodity pool operator or commodity trading advisor who: (a) has been registered and active as such for the past two years, or (b) in the case of a CPO operates pools with aggregate assets exceeding $5 million, or in the case of a CTA advises accounts with aggregate assets deposited with futures commission merchants exceeding $5 million.

                2.             A CFTC-registered futures commission merchant. 

                3.             An SEC-registered broker or dealer. 

                4.             An investment adviser who has been registered as such with the SEC or any state for the past two years and who provides securities investment advice to accounts that in the aggregate have total assets exceeding $5 million deposited at one or more registered securities brokers.

                M.            Non-United States Persons

                1.             An individual who is not a resident of the United States.

                2.             A corporation, partnership or other entity organized principally for passive investment (such as a commodity pool or investment company) (a) that was not formed for the principal purpose of enabling U.S. Persons to participate in the Fund or in other commodity pools exempt under CFTC Rule 4.7, and (b) that is 90% or more owned by Non-U.S. Persons and U.S. Persons that are QEPs (i.e., U.S. Persons that are not QEPs own less than 10% of the entity).

                3.             A corporation, partnership or other entity, other than a passive investment entity as described above, organized under the laws of, and with its principal place of business in, a non-U.S. jurisdiction.

4.             A pension plan for the employees, officers or principals of an entity organized and with its principal place of business outside the U.S.

5.             An estate or trust whose income is not subject to U.S. income tax, regardless of source. 


The Fund reserves the right to modify or increase the suitability standards in order to comply with applicable laws, rules or regulations.   

The information in the previous qualification and suitability requirements and the website of Stonehenge Asset Management, LLC is meant for informational purposes only.  It does not constitute, nor should it be considered, an offer to sell or solicitation to invest in the products of SAM.  Such offer or solicitation can only be made after receipt and acknowledgement of the Offering Memorandum of a product.  The Offering Memorandum may be obtained from SAM and should only be reviewed in consultation with legal, tax, accounting, and financial counsel in relation to it.


                            I Agree