EX-10.3 6 g87261aexv10w3.txt SUBSCRIPTION AGREEMENT EXHIBIT 10.3 COLLINS GROWTH & INCOME FUND, LLC 25,000,000 UNITS OF 10.25% OF MEMBERSHIP INTERESTS SUBSCRIPTION AGREEMENT FOR UNITS (INCLUDING POWER OF ATTORNEY) CHECKS SHOULD BE MADE PAYABLE TO "AMERICAN BANK OF COMMERCE - COLLINS GROWTH & INCOME FUND ESCROW" Important representations are made on this form. Please read carefully. Please type or print clearly. 1. INVESTMENT Multiply the dollar amount of the investment by the number of Units to be purchased ($1,000 x No. of Units). You must make an initial purchase of a minimum of 5 Units. Units may only be purchased as whole units. Initial Investment x $1,000 = ----------------- -------------------- Number of Units Amount of Investment Add-On to Existing Investment x $1,000 = ----------------- -------------------- Number of Units Amount of Investment 2. OWNERSHIP PLEASE CHECK ONE [ ] Individual [ ] Tenants in Common [ ] Taxable Trust [ ] IRA [ ] Community Property [ ] Keogh [ ] Joint Tenants [ ] Partnership [ ] Non-taxable Trust [ ] Corporation [ ] Pension/Profit Sharing Plan [ ] LLC UGMA/State of ____________________ Other, explain: _____________________ 3. REGISTERED OWNER (Name of Qualified Plan, Trust, Partnership or Corporation if applicable. Give both names if jointly held. Include account number if custodial account.) Required for Blue Sky Registration. Investor 1 Mr. Mrs. -------------------------------------------------------------------------------- Last Name(s) First Name(s) Middle Initial --------------------------------------- Tax ID Number or Social Security Number -------------------------------------------------------------------------------- Mailing Address Street -------------------------------------------------------------------------------- City State Zip Code --------------------------------------- Phone Number Investor 2 Mr. Mrs. -------------------------------------------------------------------------------- Last Name(s) First Name(s) Middle Initial --------------------------------------- Tax ID Number or Social Security Number -------------------------------------------------------------------------------- Mailing Address Street -------------------------------------------------------------------------------- City State Zip Code --------------------------------------- Phone Number 4. DISTRIBUTION PAYMENT METHOD PLEASE CHECK ONE - A OR B A. AUTHORIZATION FOR AUTOMATIC DEPOSITS (ACH) I authorize Collins Growth & Income Fund, LLC and American Bank of Commerce ("Escrow Agent") or its nominee, to initiate variable entries to my checking or savings account. This authority will remain in effect until I notify Collins Growth & Income Fund, LLC and provide a reasonable opportunity to act on the cancellation. PLEASE INCLUDE A COPY OF A VOIDED CHECK OR SAVINGS DEPOSIT SLIP. --------------------------------------- Financial Institution Name -------------------------------------------------------------------------------- Address Street -------------------------------------------------------------------------------- City State Zip Code --------------------------------------- Account Number Account Type (Check One): [ ] Checking [ ] Savings [ ] Other B. AUTHORIZATION FOR MAILING DISTRIBUTION Please send my distribution checks to the following address (Insert "same" if checks are to be sent to mailing address. INSERT NAME, ADDRESS, ACCOUNT NUMBER AND PHONE NUMBER IF CHECKS ARE TO BE SENT TO A FINANCIAL INSTITUTION.) --------------------------------------- Name -------------------------------------------------------------------------------- Address Street -------------------------------------------------------------------------------- City State Zip Code 2 5. INVESTOR REPRESENTATIONS (Each of the following MUST BE INITIALED BY INVESTOR): __ I have received a copy of the Prospectus dated ____________ and supplements (if any) of Collins Growth & Income Fund, LLC. __ I hereby make, constitute and appoint the Chief Executive Officer or his nominee, with full power of substitution, my true and lawful attorney for the purposes and in the manner provided in the Operating Agreement, which is incorporated herein by reference and hereby made a part hereof. __ I received the Prospectus five business days before I signed this Subscription Agreement. Your broker is obligated to provide you with a copy of the Prospectus five business days before you subscribe. We are prohibited from selling the Units to you until five days after you receive the Prospectus. If you did not receive the Prospectus five business days in advance, you have the right to withdraw your subscription. 6. INVESTOR SIGNATURES AND CERTIFICATIONS IMPORTANT--FORM W-9 CERTIFICATION INSTRUCTIONS: YOU MUST CROSS OUT ITEM (2) BELOW IF YOU HAVE BEEN NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING BECAUSE OF UNDERREPORTING INTEREST OR DIVIDENDS ON YOUR TAX return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). Under penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), AND (2) I am not subject to backup withholding either because I have not been notified by the Internal Revenue Services (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified me that I am no longer subject or backup withholding. IMPORTANT--CHECK ONE __ I AM A UNITED STATES CITIZEN __ I AM A FOREIGN INVESTOR I/WE ARE AUTHORIZED TO ENTER INTO THIS SUBSCRIPTION AGREEMENT ON BEHALF OF THE PERSON(S) OR (ENTITY LISTED IN 3 ABOVE) NEITHER A BROKER, DEALER, INVESTMENT ADVISOR NOR ANY OF THEIR AGENTS MAY SIGN ON BEHALF OF AN INVESTOR. INVESTOR 1 --------------------------------------- Signature --------------------------------------- Print Name & Capacity INVESTOR 2 --------------------------------------- Signature --------------------------------------- Print Name & Capacity 3 7. BROKER/DEALER INFORMATION (Please type or print) --------------------------------------- Broker/Dealer Firm --------------------------------------- Rep Name Rep Number --------------------------------------- Address Street --------------------------------------- City State Zip Code --------------------------------------- Phone (A) I have reasonable grounds to believe, based on information obtained from the Subscriber concerning investment objectives, financial situations, and needs and other information known to me, that investment in the Units is suitable for such Subscriber in light of income, financial position, net wroth and other suitability characteristics. (B) I have discussed with the Subscriber the risks associated with and the liquidity of an investment in the Units. --------------------------------------- Signature of Registered Representative PLEASE MAKE CHECK PAYABLE TO "AMERICAN BANK OF COMMERCE -- COLLINS GROWTH & INCOME FUND ESCROW" FOR OFFICE USE ONLY Collins Growth & Income Fund, LLC, hereby accepts this Subscription Agreement on --------------------------------------- By: Authorized Representative --------------------------------------- Its: --------------------------------------- Amount --------------------------------------- Admit Date --------------------------------------- Check Number --------------------------------------- Date of Wire 4 SUBSCRIPTION AGREEMENT INSTRUCTIONS INVESTOR INSTRUCTIONS To purchase Units, complete and sign the Subscription Agreement and deliver it to your broker, together with your check or have your broker debit your brokerage account. YOUR CHECK SHOULD BE MADE PAYABLE TO: "AMERICAN BANK OF COMMERCE - COLLINS GROWTH & INCOME FUND ESCROW." In order to invest, all information requested on the Subscription Agreement must be completed. 1. INVESTMENT. Collins Growth & Income Fund, LLC is offering units of its 10.25% Membership Interests. Insert the number of Units to be purchased, multiply the dollar amount of the investment ($1,000 x No. of Units). You must make an initial purchase of a minimum of 5 Units. If you purchase at least the 5 Unit minimum, you may purchase one or more additional Units at any time during this offering. 2. OWNERSHIP. Check the appropriate box indicating the manner in which title is to be held. Please note that the box checked must be consistent with the number of signatures appearing in Section 6. (See Instruction 7). In the case of partnerships, corporations, custodianships or trusts, the box checked must be consistent with the legal title (registration). PARTICIPANTS IN IRAS AND KEOGH PLANS SHOULD NOTE THE PURCHASE OF UNITS DOES NOT IN ITSELF CREATE THE PLAN; YOU MUST CREATE THE PLAN THROUGH A BONA FIDE CUSTODIAN OR TRUSTEE WHO WILL ALSO SIGN THE SUBSCRIPTION AGREEMENT IN BLOCK 6. 3. REGISTERED OWNER. Please type or print the exact name (registration) that should appear on the account. If the investor is an individual, a partnership or a corporation, please include in this space the complete name and title in which the investment is to be held. If the investor is a trust such as an IRA or Keogh Plan, please include the name and address of the trustee and the trust name. In the case of a trust or custodian investment including IRAs, Keogh Plans and other trusts or custodianships, quarterly distributions and investment correspondence will normally be sent to the trustee or custodian at the mailing address. The plan participant will receive correspondence at home. ALL ACCOUNTS MUST SUPPLY THE INVESTOR RESIDENTIAL ADDRESS AND ALL INVESTORS MUST MAKE THE INVESTOR REPRESENTATIONS SET FORTH IN BLOCK 6 (FOR BLUE SKY REGISTRATION PURPOSES). 4. INVESTOR REPRESENTATIONS. To comply with securities regulations, the investor MUST make the representations in this Subscription Agreement. ALL THREE SPACES MUST BE INITIALED BY THE INVESTOR. 5. INVESTOR CERTIFICATIONS. IRS regulations require our escrow bank to have the W-9 CERTIFICATION completed for all Limited Members. This certifies that the taxpayer is not subject to backup withholding. If certification is not completed, the escrow agent must legally withhold, and pay to the IRS, 20% of the taxpayer's escrow interest. Read the Subscription Agreement carefully for additional W-9 Certification Instructions. If the investor is a Nonresident Alien or Individual, Foreign Corporation, Foreign Partnership or Foreign Trust 5 or Estate, please check the FOREIGN STATUS CERTIFICATION box. TO AUTHORIZE THE INVESTMENT, sign in the space(s) provided. If title is to held as joint tenancy or tenants in common, at least two signatures are required. In the case of community property, only one investor signature is required (see reverse side for detail on required signatures). ALL INVESTORS AND/OR PLAN PARTICIPANTS MUST PROVIDE SOCIAL SECURITY NUMBERS. Trusts, corporations, partnerships, custodians and estates MUST ADDITIONALLY FURNISH a tax identification number. 6. CONSENT TO ELECTRONIC DELIVERY OF REPORTS. Please complete this section if you consent to electronic delivery of financial reports. You must have an e-mail address to use this service. Enter your name and email address and enter your signature(s) where indicated. BROKER/DEALER: IT IS NECESSARY THAT ALL ITEMS BE FULLY COMPLETED. INCLUDE REGISTERED REPRESENTATIVE'S NAME AND BRANCH OFFICE ADDRESS. THE REGISTERED REPRESENTATIVE MUST SIGN AND DATE WHERE INDICATED IN ORDER FOR THE APPLICATION TO BE ACCEPTED. COMPLETE THE REGISTERED REPRESENTATIVE'S TELEPHONE NUMBER. IN SOME CASES, THE HOME OFFICE MUST ALSO SIGN THE APPROVAL. COLLINS GROWTH & INCOME FUND, LLC Subscription Agreement for Units (Including Power of Attorney) 1. Checks should be made payable to "American Bank of Commerce - Collins Growth & Income Fund Escrow." 2. Please pay particular attention to the highlighted areas which require a signature or initials by the investor. 3. Investors seeking automatic deposits of interest payments must attach a voided check or savings deposit slip. 4. Completed and signed subscription agreements along with funds should be forwarded to your dealer. 6