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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.
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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.
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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.
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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:
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Date
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Printed Name of Investor
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Signature of Investor or Authorized Person
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Printed Name of Authorized Person
(entity investors only)
