-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BwVbQJQMW2un9VTnhoJxzG1nSOROiFaCt4/LKt7IdRjtZnMNp8dCIsTC0XMmeDEm 5019cT6irCTX+wCS6BT0tw== 0000950134-99-004628.txt : 19990521 0000950134-99-004628.hdr.sgml : 19990521 ACCESSION NUMBER: 0000950134-99-004628 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROFUTURES LONG/SHORT GROWTH FUND LP CENTRAL INDEX KEY: 0001045702 STANDARD INDUSTRIAL CLASSIFICATION: [6221] IRS NUMBER: 742849862 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-63129 FILM NUMBER: 99630944 BUSINESS ADDRESS: STREET 1: 1310 HIGHWAY 620 SOUTH STREET 2: SUITE 200 CITY: AUSTIN STATE: TX ZIP: 78734 BUSINESS PHONE: 5122633800 MAIL ADDRESS: STREET 1: 1310 HIGHWAY 620 SOUTH STREET 2: SUITE 200 CITY: AUSTIN STATE: TX ZIP: 78734 FORMER COMPANY: FORMER CONFORMED NAME: PROFUTURES BULL & BEAR FUND L P DATE OF NAME CHANGE: 19980827 424B3 1 PROSPECTUS SUPPLEMENT 1 FILED PURSUANT TO RULE 424(b)(3) REGISTRATION NO. 333-63129 PROFUTURES LONG/SHORT GROWTH FUND, L.P. MAY 18, 1999 SUPPLEMENT TO THE PROSPECTUS DATED FEBRUARY 16, 1999 FOR THE USE OF NON-U.S. INVESTORS The ProFutures Long/Short Growth Fund, L.P. (the "Fund"), a Delaware limited partnership, was organized in August 1997. The Fund's primary objective is appreciation of Fund assets through the speculative trading of stock index futures contracts, as explained further in the Fund's Prospectus dated February 16, 1999, a copy of which accompanies this Supplement. Investors in the Fund who are not U.S. persons should review the following disclosure in addition to the information set forth in the Fund's Prospectus. TAXATION OF NON-U.S. INVESTORS A Partner who is a non-resident alien individual, foreign corporation, foreign partnership, foreign trust or foreign estate (a "Foreign Partner") generally is not subject to taxation by the United States on capital gains from commodity trading, provided that such Foreign Partner (in the case of an individual) does not spend more than 182 days in the United States during his taxable year, and provided further, that such Foreign Partner is not engaged in a trade or business within the United States during a taxable year to which income, gain, or loss of the Fund is treated as "effectively connected." An investment in the Fund should not, by itself, cause a Foreign Partner to be engaged in a trade or business within the United States for the foregoing purposes, assuming that the trading activities of the Fund continue to be conducted as described in this Prospectus. In the event that the Fund were found to be engaged in a United States trade or business, a Foreign Partner would be required to file a United States federal income tax return for such year and pay tax at full United States rates. In the case of a Foreign Partner which is a foreign corporation, an additional 30% "branch profits" tax might be imposed. Furthermore, in such event the Fund would be required to withhold taxes from the income or gain allocable to such a Partner under Section 1446 of the Code. Interest income (other than so-called "contingent interest") allocable to a Foreign Partner is likewise not subject to United States federal income tax withholding, provided that such Foreign Partner is not engaged in a trade or business within the United States and provides the Fund with a form W-8 or its equivalent. ----------------------- Each non-U.S. investor is required to certify that he or she is not a citizen or resident of the United Sates or, in the case of an investor that is not an individual, the investor is not a United States corporation, partnership, estate or trust. ----------------------- PROSPECTIVE INVESTORS SHOULD CONSULT LEGAL ADVISORS IN THE COUNTRIES OF THEIR CITIZENSHIP, RESIDENCE AND DOMICILE TO DETERMINE THE POSSIBLE TAX CONSEQUENCES OF PURCHASING, HOLDING AND REDEEMING FUND UNITS UNDER THE LAWS OF THEIR RESPECTIVE JURISDICTION. THIS SUPPLEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY OFFER, SOLICITATION OR SALE OF FUND UNITS IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE IS NOT AUTHORIZED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE ANY SUCH OFFER, SOLICITATION OR SALE. THIS SUPPLEMENT DOES NOT PURPORT TO ADDRESS THE SECURITIES LAWS OF THE VARIOUS JURISDICTIONS IN WHICH THE FUND'S UNITS MAY BE OFFERED OR SOLD, AND DOES NOT ADDRESS ANY LEGAL REQUIREMENTS OR RESTRICTIONS RELATING TO TRANSFER, RESALE, OR REDEMPTION OF FUND UNITS. 2 PROFUTURES LONG/SHORT GROWTH FUND, L.P. CERTIFICATE OF NON-UNITED STATES INVESTORS Under the penalties of perjury, by my signature below I hereby certify that (a) I am not a citizen or resident of the United States or (b) (in the case of an investor that is not an individual) the investor is not a United States corporation, partnership, estate or trust. INVESTOR MUST DATE THIS CERTIFICATE AND SIGN BELOW: - -------------------------------------------- Date - -------------------------------------------- Printed Name of Investor - -------------------------------------------- Signature of Investor or Authorized Person - -------------------------------------------- Printed Name of Authorized Person (entity investors only) -----END PRIVACY-ENHANCED MESSAGE-----