02/15/2011
4 PENSION TRUSTEES AGENDA
Location: Council Chambers - City Hall
Date: 2/15/2011- 8:30 AM
1. Call to Order
2. Approval of Minutes
2.1 Approve the minutes of the January 11, 2011 Pension Trustees meeting as submitted in written
summation by the City Clerk.
Attachments
3. Pension Trustee Items
3.1 Approve new hires for acceptance into the Pension Plan as listed.
Attachments
3.2 Approve the requests of employees Deborah Lutz, Engineering Department, and Thomas Allegretti, Fire
Department, for regular pensions as provided by Sections 2.397 and 2.398 of the Employees' Pension
Plan.
Attachments
3.3 Approve the request of employee Jack Bryant, Marine and Aviation Department, to vest his pension as
provided by Section 2.397 of the Employees' Pension Plan.
Attachments
3.4 Approve agreements hiring Hancock Timber Resource Group and the Molpus Woodlands Group as
timber investment managers for the pension plan and authorize the appropriate officials to execute the
same.
Attachments
4. Other Business
5. Adjourn
Meeting Date:2/15/2011
Pension Trustees Agenda
Council Chambers - City Hall
SUBJECT / RECOMMENDATION:
Approve the minutes of the January 11, 2011 Pension Trustees meeting as submitted in written summation by the City Clerk.
SUMMARY:
Review Approval:
Cover Memo
Item # 1
Attachment number 1
Page 1 of 4
TRUSTEES OF THE EMPLOYEES' PENSION FUND MEETING
MINUTES
CITY OF CLEARWATER
January 11, 2011
Present: Chair/Trustee Frank Hibbard, Trustee George N. Cretekos, Trustee John
Doran, Trustee Paul Gibson, and Trustee Bill Jonson.
Also William B. Horne II - City Manager, Jill S. Silverboard - Assistant City
present: Manager, Rod Irwin - Assistant City Manager, Pamela K. Akin - City Attorney,
Rosemarie Call - City Clerk, and Karen - Vaughan - Administrative Analyst.
To provide continuity for research, items are in agenda order although not
necessarily discussed in that order.
Unapproved
Trustee John Doran moved to approve the minutes of the December 13, 2010 Pension
Trustees meeting as submitted in written summation by the City Clerk. The motion was
duly seconded and carried unanimously.
3. Pension Trustee Items
3.1 Approve new hires for acceptant into Pension Ian as listed and recommended
by the Pension Advisorv Committee.
ension Name, Job. Class, &
ept./Div.
ire Date
King, Administrative Analyst/Parks & 11/15/10
Pension
Elig. Date
11/15/10
Pension Trustee 2011-01-11 Item #11
Attachment number 1
Page 2 of 4
Raymond Croze, Police 10/25/10 10/25/10
Officer/Police
Jason Slaughter, SW Equip. Oper./Solid 11/8/10 11/8/10
Waste/Gen. Ser.
Horace Purifoy, Public Utilities Technician I/Public 11/9/10 11/9/10
Utilities
Ashley Bailey, SW Worker/Solid Waste/General 11/8/10 11/8/10
Services
Kyle Clark, Public Utilities Technician l/Public 11/8/10 11/8/10
Utilities
Ernesto Rodriguez, SW Equip. Oper./Solid 11/8/10 11/8/10
Waste/Gen. Ser.
Chaddrick Cann, SW Equip. Oper./Solid 11/8/10 11/8/10
Waste/Gen. Ser.
Martin Lindemann, SWWorker/Solid Waste/Gen. 11/8/10 11/8/10*
Services
Robert McAnally, Fleet Mechanic/Solid 11/8/10 11/8/10
Waste/General Ser.
Leonardo Aragones, Fleet Mechanic/Solid 11/8/10 11/8/10
Waste/Gen. Ser.
Kevin Wylie, Public Utilities Technician I/Public 11/8/10 11/8/10
Utilities
Eric Pickford, Public Utilities Technician I/Public 11/8/10 11/8/10
Utilities
Brandi Montgomery, SW Equip. Oper./SW/Gen. 10/25/10 10/25/10
Ser.
Joseph Czop, Police
......................
10/25/10
10/25/10
Officer/Police
Maria Pita, Police
...........
10/25/10
10/25/10
Officer/Police
Ronald Hayes, Gas Technician 10/25/10 10/25/10
I/Gas
Todd LaBrecque, Warehouse Clerk/Solid 10/25/10 10/25/10
`Waste/Gen. Ser.
Mike Mailles, Gas Technician 10/25/10 10/25/10
1/Gas
Ralph Shaw, Recreation Programmer/Parks & 4/3/10 10/24/10 **
Recreation
Alan Tyler, Gas Technician 10/25/10 10/25/10
/Gas
Paul Thompson, Field Service 11/22/10 11/22/10
Representative/Gust. Service
Celia Wilcox, Field Service Representative/Gust. 11/22/10 11/22/10
Pension Trustee 2011-01-11 Item #21
Attachment number 1
Page 3 of 4
Service
Brian Palmer, Public Utilities Technician I/Public 10/26/10 10/26/10
Utilities
Originally hired as temporary on 8/10/10; transferred to full-time and pension
eligible as of 11/8/10
"Originally hired as part-time on 4/3/10; promoted and pension eligible as of
10/25/10
Trustee George N. Cretekos moved to approve new hires for acceptance into Pension
Plan as listed and recommended by the Pension Advisory Committee. The motion was
duly seconded and carried unanimously.
3.2 Approve the r u sts of ploy s Jo Ilyn Kin 9 arks and Recreation
apart nt, and onal ssl r, ulic Utilities Department , for regular pensions
as provided y Sections 2.397 and 2.398 of the Employees Pension Plan and
recommended by the Pension Advisory Committee.
Jo Ellyn King, Parks Service Supervisor I, Parks and Recreation Department, was
employed by the City on November 10, 1980, and her pension service credit is
effective on that date. Her pension will be effective January 1, 2011. Based on an
average salary of approximately $50,483 per year over the past five years, the
formula for computing regular pensions, and Ms. King's selection of the Life
Annuity, this pension will approximate $44,490 annually.
Ronald Nessler, Wastewater Treatment Plant Operator A, Public Utilities
Department, was employed by the City on July 10, 1980, and his pension service
credit is effective on that date. His pension will be effective January 1, 2011.
Based on an average salary of approximately $68,862 per year over the past five
years, the formula for computing regular pensions, and Mr. Nessler's selection of
the Joint and Survivor Annuity, this pension will approximate $57,710 annually.
Section 2.397 provides for normal retirement eligibility when a participant has
completed thirty years of credited service, has reached age 55 and completed
twenty years of credited service, or has reached age 65 and completed ten years
of credited service. Ms. King and Mr. Nessler qualify under the 30 years of service
criteria.
Trustee Paul Gibson moved to approve the requests of employees Jo Ellyn King, Parks
and Recreation Department, and Ronald Nessler, Public Utilities Department, for
regular pensions as provided by Sections 2.397 and 2.398 of the Employees Pension
Plan and recommended by the Pension Advisory Committee. The motion was duly
seconded and carried unanimously.
Pension Trustee 2011-01-11 Item #31
Attachment number 1
Page 4 of 4
3.3 Approve the r u st of ploy lad n i lar to vest his pension as provided
y Section 2.397 of the Employees Pension Ian and recommended y the
Pension Advisory Commit ee.
Mladen Zdjelar, Network Analyst, Information Technology Department, was
employed by the City on June 12, 1995 and began participating in the Pension
Plan on that date. Mr. Zdjelar terminated from City employment on December 3,
2010.
The Employees' Pension Plan provides that should an employee cease to be an
employee of the City of Clearwater or change status from full-time to part-time
after completing ten or more years of creditable service (pension participation),
such employee shall acquire a vested interest in the retirement benefits. Vested
pension payments commence on the first of the month following the month in
which the employee normally would have been eligible for retirement. Section
2.397 provides for normal retirement eligibility when a participant has reached age
55 and completed twenty years of credited service, has completed 30 years of
credited service, or has reached age 65 and completed ten years of credited
service. Mr. Zdjelar would have completed 20 years of service and reached age
55 on June 12, 2015. His pension will be effective July 1, 2015.
Trustee Bill Jonson moved to approve the request of employee Mladen Zdjelar to vest
his pension as provided by Section 2.397 of the Employees Pension Plan and
recommended by the Pension Advisory Committee. The motion was duly seconded and
carried unanimously.
4. None.
Other Business - 5.
The meeting was adjourned at 9:10 a.m.
Chair
Employee's Pension Plan Trustees
Attest
City Clerk
Pension Trustee 2011-01-11 Item #41
Meeting Date:2/15/2011
Pension Trustees Agenda
Council Chambers - City Hall
SUBJECT / RECOMMENDATION:
Approve new hires for acceptance into the Pension Plan as listed.
SUMMARY:
Pension
Name, Job. Class, & Dept./Div. Hire Date Elig Date
Susan Becotte, Senior Accountant/Police 11/22/10 11/22/10
Robert Birdwell, SW Worker/Solid Waste/Gen'1 Ser. 9/27/10 11/22/10
Ashlee Sarsano, Crime Scene Technician/Police 12/6/10 12/6/10
JoAnna Fagan, Library Assistant/Library 8/28/10 12/4/10 **
Sandra Wilson, Deputy Police Chief/Police 12/6/10 12/6/10
*originally hired as temporary on 9/27/10; status changed to permanent and pension eligible as of 11/22/10
**originally hired as part-time on 8/28/10; changed to full-time and pension eligible as of 12/4/10
Review Approval: 1) Clerk
Cover Memo
Item # 2
Meeting Date:2/15/2011
Pension Trustees Agenda
Council Chambers - City Hall
SUBJECT / RECOMMENDATION:
Approve the requests of employees Deborah Lutz, Engineering Department, and Thomas Allegretti, Fire Department, for regular
pensions as provided by Sections 2.397 and 2.398 of the Employees' Pension Plan.
SUMMARY:
Deborah Lutz, Senior Staff Assistant, Engineering Department, was employed by the City on April 11, 1988, and her
pension service credit is effective on that date. Her pension will be effective January 1, 2011.
Based on an average salary of approximately $40,491 per year over the past five years, the formula for computing
regular pensions, and Ms. Lutz' selection of the Life Annuity, this pension will approximate $25,289 annually.
Thomas Allegretti, Fire Lieutenant, Fire Department, was employed by the City on October 12, 1980, and his pension
service credit is effective on that date. His pension will be effective February 1, 2011.
Based on an average salary of approximately $76,605 per year over the past five years, the formula for computing
regular pensions, and Mr. Allegretti's selection of the Life Annuity, this pension will approximate $69,490 annually.
Section 2.397 provides for normal retirement eligibility when a participant has completed thirty years of credited
service, has reached age 55 and completed twenty years of credited service, or has reached age 65 and completed ten
years of credited service. Section 2.397 also provides for normal retirement eligibility when a participant has
completed twenty years of credited service or has reached age 55 and completed ten years of credited service in a type
of employment described as hazardous duty and further defines service as a Fire Lieutenant as meeting the hazardous
duty criteria. Ms. Lutz qualifies under the age 55 and 20 years of service criteria. Mr. Allegretti qualifies under the
hazardous duty criteria.
Review 1) Financial Services 2) Office of Management and Budget 3) Clerk 4) Assistant City Manager 5) Clerk 6) City
Approval: Manager 7) Clerk
Cover Memo
Item # 3
- Hnacnmem numoer7
Page 1 of 10
CITY OF CLEARWATER
EMPLOYEES' SEPARATION PAY PREFERENCES
PREFERENCE #1 Employees can receive a lump sum payment for vacation, floating holiday pay,
sick leave incentive, bonus days (if applicable), and 1 /2 of accrued sick leave at
the time of separation from the City. There will be no deduction for pension
from this lump sum payment nor will this amount count as earnings in the
calculation of the pension. The last day of work will be the termination date
and pension benefits will begin the following month.
PREFERENCE #2 Employee can extend termination date by part or all of the time due for
vacation, floating holiday pay, sick leave incentive, bonus days (if applicable),
and 1 /2 of accrued sick leave. Employee may choose to run out this time in
any manner. Balance will be paid in a lump sum on employee's final paycheck.
Termination date will be the final day of extended time. Pension benefits will
begin the following month.
!, I Jo ter L? an employee of the City of Clearwater, hereby apply for
pension benefits under the City's Employees' Pension Plan.
I hereby certify that I fully understand the preferences offered to me. I choose to retire using separation
pay preference # zL and wish my benefits to be calculated under this preference. Please use my
leave in the following manner:
Run Out ?/? vacation sick
Lump Sum /.? (V vacation 63SYlsick
floaters bonus hours
floaters /s bonus hours
I understand that my preference cannot be changed once this form is signed and that my decision is
irrevocable.
WIT ESSES:
7 4n, Uj,bi?
Revised 1102
Form #9900-0008
EMPLOYEE'S SIGNATURE: J z"t
SOCIAL SECURITY #:
ADDRESS: I I V?V ` r Gn" tt, /V
L zR77e - AIS-
PHONE:?? S DATE:
File Name: Employee Separation Pay Pref
Item # 3
Attachment aumber 1
Page 2 of 10
CITY OF CLEARWATER
PENSION ENTITLEMENT OPTION REQUEST FORM
I, 1 k4f? do hereby apply for retirement under the City
of Clearwater General Employees' Pension Plan. I Job Classification: Sex: M/ t I
Department: Division:
Benefits Date: / Date of Hire:
Date of Birth: Resignation Date:
Spouse's Name: Sex: M F
Spouse's Date of Birth:
The type of pension for which I am applying is (check only one):
Regular Pension based on years of service
Job-connected Disability Pension
Non-job-connected Disability Pension
The City of Clearwater Employees' Pension Plan provides multiple options to Plan Participants as to the manner of
the pension benefit payment. Option 1 below represents the standard or normal form of retirement benefit. The
other optional forms (#2 - #6) shall be computed to be the Actuarial Equivalent of the normal benefit.
Option 1 - Joint and Survivor Annuit;
The normal form of retirement benefit shall be an annuity paid monthly for the life of the Participant, with a
100% survivor annuity paid monthly for a period of five years following the death of the Participant to the
beneficiary, provided that following such five year period the survivor annuity shall be reduced to 50% of the
original survivor annuity amount. [See section 2.397 (a) (3) (A)] The Participant's surviving spouse receives
the designated amount for the rest of his/her life or until he/she remarries. If no surviving spouse, dependent
children under the age of 18 shall be deemed to be the beneficiary and receive the designated amount until
the age of 18. [Section 2.397 (a) (3) and Section 2.398 (b) (1)]
Option 2 - Life Annuity
The Participant receives his/her pension as long as he/she lives. Upon the death of the Participant, benefits
cease. [Section 2.398 (b) (2) (a) (1)]
Option 3 - 10 Year Certain & Life Annuity - (must designate a beneficiary)
The Participant receives his/her pension as long as he/she lives- If the Participant dies before 120 monthly
payments have been made, the remaining payments up to the 120 payments are made to his/her beneficiary.
If payments to the beneficiary commence and he/she dies before the total of 120 payments has been made,
the remainder of the payments is paid to the beneficiary's estate. If the first beneficiary predeceases the
participant, he/she may designate a new beneficiary. If no beneficiary is alive at the time of the participant's
death, the participant's estate will be paid the balance of the 120 payments. [Section 2.398 (b) (2) (a) (2)]
Option 4 - 50% Joint & Survivor Annuity - (must designate a beneficiary)
The Participant receives his/her pension as long as he/she lives. If the Participant dies first, the beneficiary
receives 50% of the pension for the rest of his/her life. If the beneficiary dies first, the Participant continues to
receive 100% of his/her pension and upon his/her death, benefits cease. [Section 2.398 (b) (2) (a) (3)]
Option 5 - 75% Joint & Survivor Annuity - (must designate a beneficiary)
The Participant receives his/her pension as long as he/she lives. If the Participant dies first, the beneficiary
receives 75% of the pension for the rest of his/her life. If the beneficiary dies first, the Participant continues to
receive 100% of his/her pension and upon his/her death, benefits cease. [Section 2.398 (b) (2) (a) (3)]
Item # 3
Hnacnmem numoer I
Page 3 of 10
untion 6 - 1010% joint & Survivor Ann uify - (must designate a beneficiary)
The Participant receives his/her pension as long as he/she lives. If the Participant dies first, the beneficiary
receives 100% of the pension for the rest of his/her life. If the beneficiary dies first, the Participant continues
to receive 100% of his/her pension and upon his/her death, benefits cease. [Section 2.398 (b) (2) (a) (3)J
I have considered the normal form of benefit payment under such Plan (which is designated on this Form as Option
1) and the various alternative optional benefit payment methods (Options 2 through 6) under such Plan and have
elected to receive my retirement benefits as indicated below. (Note: Option selection to be indicated both by
Number and Description.)
I understand that once my first pension check is received, my decision on this option is irrevocable.
Option #: 1
Employee's Signature:
Description: Joint and Survivor Annuity
Dependent children under the age of 18 and residing in my household are:
Child's Name Sex
Date:
Date of Birth
If taking Option 2 sign below:
Option #: 2 Description: _Life AAnnuity
Employee's Signature: + s'?cG Date:
If takinq Option 3, 4, 5, or 6 fill in beneficiary information and sign below:
Option #: Description:
My designated beneficiary is:
Name: Date of Birth: Sex M F
Social Security Number: Phone Number:
Address:
Employee's Signature: Date:
STATE OF FLORIDA The foregoing instrument was acknowledged before m" e this
COUNTY OF PINELLAS r loo I,2o! v by r) e.?io"A Ly- _ who is
,'k DINA AYRES HYSON
MY COMMISSION # DD896031
EXPIRES June 03, 2013
(407) 398-0153 rloridaNolervServlce.com
Rev. 4/08
Form #9900-0009
personally known to Oe or who has provided
as'id>ntifr-81i and did/did n t take an oath.
Notary Public
(Signatur )
pfn"' Tl ,'Pf ?? SOn Name of Notary Printed
My Commission expires: 3 d o/ 3
File Name: Pension Entitlement Option Form
Item # 3
-- HZiacnmem nUMDer- i
Page 4 of 10
II Estimated Pension Worksheet II
Deborah Lutz
LAST DATE PAID:
BENEFITS DATE
CREDITED SERVICE
Prepared by: Deborah Ford
Date: May 24, 2010
CALENDAR
YEAR
12/27/2010 2004
4/11/1988 2006
22.7111 2007
2008
2009
5/
12/
x
x
GROSS.
PENSION
EARNINGS
$39,354.46
$39,472.89
$41,391.35
$40,670.22
$41,565.68
$202,454.60 (5 Year Total)
$40,490.92 (Yearly Avg)
$3,374.24 (Monthly Avg)
0.0275 (Benefit Rate)
22.7111 (Yrs of Service)
$2,107.40 (Est Mtly Pension)
Item # 3
Hnacnmem numoer i
Page 5 of 10
City of Clearwater Employees' Pension Plan
Actuarial Equivalence Factors
20-Dec-10
sm
ESTIMATE clract01
Version:
Employee Name: Deborah Lutz 1-4-96
Employee Date of Birth: 10 29 52
Marital Status: W
Spouse Date of Birth:
Beneficiary Date of Birth:
Benefit Commencement Date : 1 1 2011
Estimated Monthly Normal Retirement Benefit. $2,865.90
Actuarial Equivalent Adjustment Factors:
Option 1 Normal Form 1.00000
Option 2 Life Annuity #VALUE!
Option 3 10 Year Certain #VALUE!
Option 4 50% J&S #VALUE!
Option 5 75% J&S #VALUE!
Option 6 100% J&S #VALUE!
ESTIMATE
Estimated
Monthly
Benefit
$2,865.90
#VALUE!
#VALUE!
#VALUE!
#VALUE!
#VALUE!
Item # 3
- txnacnmern numoer i
Page 6 of 10
CITY OF CLEARWATER
EMPL O YEES' SEPARA TION PA Y PREFERENCES
PREFERENCE #1 Employees can receive a lump sum payment for vacation, floating holiday pay,
sick leave incentive, bonus days (if applicable), and 1/2 of accrued sick leave at
the time of separation from the City. There will be no deduction for pension
from this lump sum payment nor will this amount count as earnings in the
calculation of the pension. The last day of work will be the termination date
and pension benefits will begin the following month.
PREFERENCE #2 Employee can extend termination date by part or all of the time due for
vacation, oating hio7i-day pay, sic cT-leaveincentive -bonus-days Cf--app ica e
and 1 /2 of accrued sick leave. Employee may choose to run out this time in
any manner. Balance will be paid in a lump sum on employee's final paycheck.
Termination date will be the final day of extended time. Pension benefits will
begin the following month.
l 1 OmccS , an employee of the City of Clearwater, hereby apply for
pension benefits under the City's Employees' Pension Plan.
I hereby certify that I fully understand the preferences offered to me. I choose to retire using separation
pay preference # I and wish my benefits to be calculated under this preference. Please use my
leave in the following manner:
Run Out vacation sick floaters bonus hours
Lump Sum ®° Ovacation 19 qa-Osick -76,y floaters bonus hours
I understand that my preference cannot be changed once this form is signed and that my decision is
irrevocable.
EMPLOYEE'S SIGNATURE:
SOCIAL SECURITY #: -
WI ESSES: ADDRESS:
PHONE: .
Revised 1/02
Form #9900-0008
i I
ATE:
File Name: Employee Separation Pay Pref
Item # 3
Hnacnmem numoer i -
Page 7 of 10
CITY OF CLEARWATER
PENSION ENTITLEMENT OPTION REQUEST FORM
SWORN POLICE AND FIRE PERSONNEL
of Clearwater General Emplo*es' Pension Plan.
Job Classification:
Department:
Benefits Date:
Date of Birth: _ LQdo
Spouse's Name:
Spouse's Date of Birth:
do hereby apply for retirement under the City
m14 Sex:0 F
Division:
Date of Hire:
Resignation Date: //51&
?4
Sex: M D
The type of pension for which I am applying is (check only one):
Regular Pension based on years of service
Job-connected Disability Pension
Non-job-connected Disability Pension
Early Retirement
The City of Clearwater Employees' Pension Plan provides multiple options to Plan Participants as to the manner of
the pension benefit payment. Option 1 below represents the standard or normal form of retirement benefit. The
other optional forms (#2 - #7) shall be computed to be the Actuarial Equivalent of the normal benefit.
Option 1 -Joint and Survivor Annuity
The normal form of retirement benefit shall be an annuity paid monthly for the life of the Participant, with a
100% survivor annuity paid monthly for a period of five years following the death of the Participant to the
beneficiary, provided that following such five-year period the survivor annuity shall be reduced to 50% of the
original survivor annuity amount, except that, if greater for police officers and firefighters, the normal form of
benefit shall be an annuity paid monthly for the life of the participant with 120 payments guaranteed. [See
section 2.397 (a) (3) (A)] The Participant's surviving spouse receives the designated amount for the rest of
his/her life or until he/she remarries. If no surviving spouse, dependent children under the age of 18 shall be
deemed to be the beneficiary and receive the designated amount until the age of 18. [Section 2.397 (a) (3)
and Section 2.398 (b) (1)]
Option 2 - Life Annuity
The Participant receives his/her pension as long as he/she lives. Upon the death of the Participant, benefits
cease. [Section 2.398 (b) (2) (a) (1)]
- (must designate a beneficiary)
The Participant receives his/her pension as long as he/she lives. If the Participant dies before 120 monthly
payments have been made, the remaining payments up to the 120 payments are made to his/her beneficiary.
If payments to the beneficiary commence and he/she dies before the total of 120 payments has been made,
the remainder of the payments is paid to the beneficiary's estate. If the first beneficiary predeceases the
participant, he/she may designate a new beneficiary. If no beneficiary is alive at the time of the participant's
death, the participant's estate will be paid the balance of the 120 payments. [Section 2.398 (b) (2) (a) (2)]
Option 4 - 50% Joint P. Survivor AnnuiW - (must designate a beneficiary)
The Participant receives his/her pension as long as he/she lives. If the Participant dies first, the beneficiary
receives 50% of the pension for the rest of his/her life. If the beneficiary dies first, the Participant continues to
receive 100% of his/her pension and upon his/her death, benefits cease. The beneficiary can be changed at
any time. [Section 2.398 (b) (2) (a) (3)]
Option 5 - 75% Joint & Survivor Annuity - (must designate a beneficiary)
The Participant receives his/her pension as long as he/she lives. If the Participant dies first, the beneficiary
receives 75% of the pension for the rest of his/her life. If the beneficiary dies first, the Participant continues to
receive 100% of his/her pension and upon his/her death, benefits cease. The beneficiary can be c1fW*aA
any time. [Section 2.398 (b) (2) (a) (3)]
Hnacnmem numoer i
Page 8 of 10
()ntion 6 - 100% taint & S"rvivnr Annijity - (rnugt daginnate a beneficiaryl
The Participant receives his/her pension as long as he/she lives. If the Participant dies first, the beneficiary
receives 100% of the pension for the rest of his/her life. If the beneficiary dies first, the Participant continues
to receive 100% of his/her pension and upon his/her death, benefits cease. The beneficiary can be changed
at any time. [Section 2.398 (b) (2) (a) (3)]
Option 7 - 66 213%, Joint & Survivor Annuity -(must designate a beneficiary)
The Participant receives his/her pension as long as he/she lives. If the Participant dies first, the beneficiary
receives 66 2/3% of the pension for the rest of his/her life. If the beneficiary dies first, the Participant
continues to receive 100% of his/her pension and upon his/her death, benefits cease. The beneficiary can be
changed at any time. [Section 2.398 (b) (2) (a) (3)]
I have considered the normal form of benefit payment under such Plan (which is designated on this Form as Option
1) and the various alternative optional benefit payment methods (Options 2 through 7) under such Plan and have
elected to receive my retirement benefits as indicated below. (Note: Option selection to be indicated both by
Number and Description.)
I understand that once my first pension check is received, my decision on this option is irrevocable.
Option #: 1
Employee's Signature:
Description: Joint and Survivor Anne
Dependent children under the age of 18 and residing in my household are:
Child's Name Sex
Date:
Date of Birth
If taking Option 2 sign below:
Option #: -2 Description: Life AnqlA?..
/
Employee's Signature: j ae? Date:
If taking Option 3 4 5 6 or 7 fill in beneficia information and sign below:
Option #: Description:
My designated beneficiary is:
Name: Date of Birth: Sex M F
Social Security Number: Phone Number:
Address:
Employee's Signature: Date:
STATE OF FLORIDA The for NO instrument was acknowledged gfore me. Is
COUNTY OF PINELLAS i ?3 ? 11 by O M t 41- G yew' who is
personally known to me or who has provided
as i n ific? io and wji? didLd3 n¢?ath.
?.K? Notary Public
(Signature
L, F ?Qf- Name of Notary Printed
My Commission expires: OTARYPUBLIC-STATE OFMRIDA
eaor'. # t} 753926
% :Commission 2012
Expires: MAY 15,
Rev. 4/08 BONDF1?THRUATLANrICBOADINGCO.,INC 1te # 3
Form #9900-0053 File Name: Pension Entitlement Option Form Police ire
Hnacnmem numoer i
Page 9 of 10
II Estimated Pension Worksheet II
Thomas Allegretti
LAST DATE PAID: 1/3/2011
BENEFITS DATE 10/13/1980
CREDITED SERVICE 30.2222
Prepared by: Deborah Ford
Date: 1/3/11
GROSS
CALENDAR PENSION
YEAR EARNINGS
2005 $73,944.84
2007 $77,300.12
2008 $76,485.82
2009 $78,539.44
2010 $76,757.19
$383,027.41 (5 Year Total)
5/ $76,605.48 (Yearly Avg)
12/ $6,383.79 (Monthly Avg)
x 0.0275 (Benefit Rate)
x 30.2222 (Yrs of Service)
$5,305.64 (Est Mtly Pension)
Item # 3
- Attachment number 1
Page 10 of 10
City of Clearwater Employees' Pension Plan
Actuarial Equivalence Factors
Police and Fire Members Only 03-Jan-11
sm
clract03
Version:
August 9, 2000
Employee Name: Thomas Allegretti
Employee Date of Birth: 12 18 1955
Marital Status: M
Spouse Date of Birth: 3 1 1958
Beneficiary Date of Birth: 3 1 1958
Benefit Commencement Date : 2 1 2011
Estimated Monthly Normal Retirement Benefit: $5,305.64 Estimated
...................... ................. Monthly
Actuarial Equivalent Adjustment Factors: Benefit
Normal Form 1.00000 $5,305.64
Life Annuity 1.09145 $5,790.83
10 Year Certain 1.07571 $5,707.33
50% J&S 1.03434 $5,487.86
67% J&S 1.01662 $5,393.80
75% J&S 1.00798 $5,347.96
100% J&S 0.98292 $5,215.02
Item # 3
Meeting Date:2/15/2011
Pension Trustees Agenda
Council Chambers - City Hall
SUBJECT / RECOMMENDATION:
Approve the request of employee Jack Bryant, Marine and Aviation Department, to vest his pension as provided by Section 2.397 of the
Employees' Pension Plan.
SUMMARY:
Jack Bryant, Marine Facility Operator, Marine and Aviation Department, was employed by the City on July 24, 1995
and began participating in the Pension Plan on that date. Mr. Bryant will terminate from City employment on January
17, 2011.
The Employees' Pension Plan provides that should an employee cease to be an employee of the City of Clearwater or
change status from full-time to part-time after completing ten or more years of creditable service (pension
participation), such employee shall acquire a vested interest in the retirement benefits. Vested pension payments
commence on the first of the month following the month in which the employee normally would have been eligible for
retirement.
Section 2.397 provides for normal retirement eligibility when a participant has reached age 55 and completed twenty
years of credited service, has completed 30 years of credited service, or has reached age 65 and completed ten years of
credited service. Mr. Bryant would have completed at least 10 years of service and reached age 65 on January 17,
2013. His pension will be effective February 1, 2013.
Review Approval: 1) Clerk
Cover Memo
Item # 4
---/Anacnmenl numoer i
Page 1 of 1
APPLICATION FOR VESTED RIGHTS PENSION ;?r(4 being a person leaving employment with the
City of Clearwater, Florid and having completed ten (10) or more years of credited service,
such service having occurred during the period from (date o ntry into Pension Plan)
l 4 a Y, !9 9-S'to (date of resignation or change of status) kr U4 t U / 7, o) Q //
hereby makes application to receive the vested rights pension provided for by the City Code of
Ordinances. As such former employee, I understand the pension requested will be computed
pursuant to the provisions of the City Code of Ordinance in effect on the date of resignation.
I hereby further certify that my date of birth is Va viva e-s=j 17 / ry VY
The date I will begin to receive my pension will be r b roll rU
Further, I additionally certify that I have made no application seeking to obtain a return of the
contributions that I paid into the Pension Fund during the period of my employment set forth
above, I have not been convicted of a felony during my period of employment, and I have not
received any E)ther pe of pension from the City.
Signa,ktre Social Security Number
Grp /) P-- c-)- t -7 3 04ctl-
Der)artment/Division Street Address
I I?r61e 4&Uj i
Job Classific n
City, State, Zip Code
STATE OF FLORIDA The foregoing instrument was acknowledged before
COUNTY OF PINELLAS me this 1.3'?'?) day of 11 ?-C?e?n 20 U Q4 Y-)
who is personally know to me or who has provided
as identification
and who did/did not take an oath.
41116? Notary Public
b e4 o r" Z `?? ?? Name of Notary Printed
My commission expires:
NOTARY PUBLIC-STATE OF FLORIDA
Deborah L. Ford
Commission #DD763426
Expires: MAY 15, 2012
BONDED THRU ATLANTIC BONDING CO., INC.
Item # 4
Rev. 4/09 Vested Pension Form
Meeting Date:2/15/2011
Pension Trustees Agenda
Council Chambers - City Hall
SUBJECT / RECOMMENDATION:
Approve agreements hiring Hancock Timber Resource Group and the Molpus Woodlands Group as timber investment managers for the
pension plan and authorize the appropriate officials to execute the same.
SUMMARY:
The Trustees authorized staff to conduct a search for timber investment managers for the plan. CapTrust, the plan's
performance measurement consultant, and the Pension Investment Committee developed a short list of the five following
firms for interviews:
RMK Timber Group
Molpus Woodlands Group
Hancock Timber Resources Group
Forest Investments Associates
Timbervest
As a result of the interviews and due diligence the Pension Investment Committee and CapTrust recommend that the plan
hire Molpus Woodlands Group and Hancock Timber Resources Group as timber investment managers.
The Trustees approved an asset allocation plan on December 13, 2009, that included three percent of the plan's assets in
the timber asset class. The Pension Investment Committee and Cap Trust are recommending an allocation of eight million
dollars to each manager. This sixteen million dollar allocation to the timber asset class represents approximately 2.3% of
the current plan assets.
Investment in this type of assets can only be made by qualified/accredited investors. The pension plan qualifies as a
qualified/accredited investor because the plan has assets in excess of five million dollars and because the Pension
Investment Committee has adequate investment expertise.
Because this type of investment is available, only to qualified/accredited investors the procedure to enter into a contract
with a manager is different than we have previously done. For this type of investment, the trustees need to approve hiring
the manager, sign the documents and submit the documents to the timber manager for approval. The manager will then
execute the agreement when he determines we qualify.
This type of investment is a long-term commitment on the part of the pension plan. The main benefit to the pension plan of
a timber investment is that correlation of timber is very, very low or negative to the other investment classes currently in the
pension plan, while earning a competitive return. This should help reduce the volatility of the plan earnings from year to
year.
Molpus Woodlands Group charges an annual management fee of 100 basis points and an incentive fee of 15% on returns
greater than 7%. Molpus also charges pass through fees for administration, accounting, acquisition, disposal, legal and
harvest supervision. Hancock Timber charges an annual management fee of 95 basis points with an incentive fee of 20%
on returns greater than 7%. Hancock charges no pass through fees. Both fee structures are about average for this asset
class. Cover Memo
Item # 5
Appropration Code
Amount Appropriation Comment
646-07410-530100-585-000
Review 1) Financial Services 2) Office of Management and Budget 3) Clerk 4) Assistant City Manager 5) Clerk 6) City
Approval: Manager 7) Clerk
Cover Memo
Item # 5
Attachment number 1
Page 1 of 20
Confidential Copy No.
Prospective Investor:
Contact Person:
Telephone No:
Fax No:
State/Country of Domicile:
Capital Commitment (USD):$
MOLPUS WOODLANDS FUND III, L.P.
SUBSCRIPTION AGREEMENT
THE OFFERING OF SECURITIES DESCRIBED HEREIN HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT, OR UNDER ANY SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER JURISDICTION. THIS OFFERING IS MADE PURSUANT TO RULE 506 OF
REGULATION D UNDER SECTION 4(D) OF THE SECURITIES ACT, WHICH EXEMPTS FROM
SUCH REGISTRATION TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING. FOR THIS
REASON, THESE SECURITIES WILL BE SOLD ONLY TO INVESTORS WHO MEET CERTAIN
MINIMUM SUITABILITY QUALIFICATIONS DESCRIBED HEREIN.
A SUBSCRIBER SHOULD BE PREPARED TO BEAR THE ECONOMIC RISK OF AN INVESTMENT
IN THE FUND FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE LIMITED PARTNERSHIP
INTERESTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE LAWS OF
ANY OTHER JURISDICTION, AND, THEREFORE, CANNOT BE SOLD UNLESS THEY ARE
SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
THERE IS NO OBLIGATION OF THE ISSUER TO REGISTER THE LIMITED PARTNERSHIP
INTERESTS UNDER THE SECURITIES ACT OR THE LAWS OF. ANY OTHER JURISDICTION.
TRANSFER OF THE LIMITED PARTNERSHIP INTERESTS IS ALSO RESTRICTED BY THE TERMS
OF THE LIMITED PARTNERSHIP AGREEMENT RELATING THERETO.
112019448.2
Item # 5
Attachment number 1
Page 2 of 20
MOLPUS WOODLANDS FUND III, L.P.
SUBSCRIPTION AGREEMENT
FOR LIMITED PARTNERSHIP INTEREST
Molpus Woodlands Fund III, LLC
c/o Molpus Woodlands Group
654 North State Street
Jackson, Mississippi 39202
Attention: Michael R. Cooper, Esq.
Ladies and Gentlemen:
_ (the "Subscriber),
The undersigned prospective investor, c i ty n f r 1 R a rwgt f --r
hereby tenders this Subscription Agreement to Molpus Woodlands Fund III-GP, LLC, a Delaware limited
liability company (the "General Partner' ), which serves as the general partner of Molpus Woodlands Fund
III, L.P., a Delaware limited partnership (the "Fund"), on the terms and conditions hereinafter set forth.
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Private
Placement Memorandum of the Fund dated May 24, 2010 (the "Memorandum"),
A. Subscription. The Subscriber, intending to be legally bound, hereby irrevocably agrees to
contribute, in installments, an aggregate amount of ei prht million Dollars
($ 8 , 0 0 0 , 0 0 0 _ } (the "Capital Commitment"} in the Fund pursuant to the terms of, and at the times
required by, the Amended and Restated Limited Partnership Agreement of the Fund (the "Partnership
Agreement") in return for a limited partnership interest in the Fund offered by the Fund pursuant to the
Memorandum (the "Interest"). All payments of the Subscriber's Capital Commitment shall be trade in cash
by check made payable to "Molpus Woodlands Fund III, L.P." or by wire transfer pursuant to instructions
provided by the General Partner prior to the due date of such payments. The Subscriber acknowledges and
agrees that the minimum subscription amount shall be $2,000,040, unless waived by the General Partner of
the Fund in its sole discretion. The Subscriber hereby acknowledges receipt of a copy of the Partnership
Agreement, attached hereto as Exhibit A. The Partnership Agreement will be entered into at the Initial
Closing by all Partners of the Fund.
B. Acceptance of Subscription. The Subscriber acknowledges and agrees that the subscription
for the Interest contained within this Subscription Agreement is an offer by the Subscriber to invest the
Capital Commitment indicated in Section A in return for the Interest. The Subscriber further acknowledges
and agrees that the subscription for the Interest contained within this Subscription Agreement shall be subject
to acceptance by the General Partner of the Fund and that the General Partner shall have the right,
exercisable in its sole discretion, to accept or reject, in whole or in part, such subscription. If the subscription
is accepted by the General Partner in whole or in part, the Fund will thereafter execute this Subscription
Agreement and deliver the same to the Subscriber as soon as practicable thereafter. The Subscriber further
acknowledges and agrees that upon a default of the Subscriber's Capital Commitment obligations to the
Fund, the Interest may, among rather consequences, be subject to forfeiture in accordance with the terms of
the Partnership Agreement. If this subscription is rejected by the Fund in whole or in part, the General
Partner shall promptly return all funds received from the Subscriber applicable to the rejected portion of the
subscription to the Subscriber without interest thereon or deduction therefrom.
C. Fund's Conditions to Closing. The Fund's obligations hereunder are subject to acceptance
by the General Partner of the Subscriber's subscription and to the fulfillment, prior to or at the time of
closing, of each of the following conditions:
(i) The representations and warranties of the Subscriber contained in this Subscription
Agreement shall be true and correct at the time of closing; and
1/2019448.2
Item # 5
Attachment number 1
Page 3 of 20
(ii) All proceedings in connection with the transactions contemplated hereby and all documents
and instruments incident to such transactions shall be satisfactory in substance and in form to
the General Partner, the Fund and Bradley Arant Boult Cummings LLP ("Fund Counsel'),
and the General Partner, the Fund or Fund Counsel shall have received all such counterpart
originals or certified or other copies of such documents as the Fund may request.
D. Background and Administrative Information.
NAME IN WHICH INTEREST IS TO BE HELD:
City of Clearwater
TAX I.D. NUMBER: 5 9 0 0 0 0 2 8 9
If the Subscriber is an entity other than an individual, a copy of the organizational documents of the
Subscriber is enclosed with this Subscription Agreement.
PRINCIPAL BUSINESS AND CORRESPONDENCE ADDRESS:
100 South Osceola Avenue
Street
Clearwater FL 33758
City State "Lip Cade
SUBSCRIBER'S TELEPHONE NUMBER AND E-MAIL ADDRESS:
Telephone: C22-7) :562-4532
E-Mail:
E. Representations and Warranties of the Subscriber. In order to permit the Fund to
evaluate whether it may properly accept the subscription for an Interest contained within this Subscription
Agreement and to induce the Fund to accept such subscription, the Subscriber hereby acknowledges,
represents and warrants to, and covenants and agrees with, the Fund as follows:
(i} The Subscriber received the Memorandum, read the same and all annexes thereto
and enclosures therewith carefully, and is fully familiar with the contents thereof.
No representations or warranties have been made to the Subscriber by the Fund, the
General Partner or any agent of said persons, other than as set forth in the
Memorandum, the Partnership Agreement and this Subscription Agreement.
The Interest will be held under the following type of ownership {please check the
applicable blank}:
112019448.2
Item # 5
Attachment number 1
Page 4 of 20
Individual
Community Property
Trust
Partnership
Corporation
Limited Liability Company
Other:
GV) The Subscriber is and reasonably expects to continue to be an "accredited investor"
as that tern is defined in Rule 501(x) of Regulation D promulgated by the U.S.
Securities and Exchange Commission (the "SEC"} under the Securities Act of 1933,
as amended (the "Securities Act's, as follows (please initial the space beside the
applicable category) (upon request of the Fund, the Subscriber must provide
information to document the representation initialed, as described within each
paragraph):
(a) A bank as defined in section 3(a)(2) of the Securities Act or a savings and
loan association or other institution as defined in section 3(a)(5)(A) of the
Securities Act, whether acting in its individual or 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
Securities 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; 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, if such
plan has total assets in excess of $5,000,000; 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, insurance company, or
registered investment adviser, or if the employee benefit plan has total assets
in excess of $5,000,400, or, if a self-directed plan, with investment decisions
made solely by persons that are accredited investors;
(b) A private business development company as defined in section 202(a)(22)
of the Investment Advisers Act of 1940;
(c) An organization described in section 501(c)(3) of the Internal Revenue
Code, or 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 $5,400,000;
(d) A director, executive officer, or general partner of the Fund, or a director,
executive officer, or general partner of the General Partner;
112019448.2
Item # 5
Attachment number 1
Page 5 of 20
(e) A natural person whose individual net worth, or joint net worth with such
person's spouse, at. the time of his or her purchase exceeds $1,000,000;
(f) A natural person who had an individual income in excess of $200,000 in
each of the two most recent years, or joint income with that person's spouse
in excess of $300,000 in each of those years, and has a reasonable
expectation of reaching the same income level in the current year;
(g) A 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 with knowledge and experience in business and financial matters
such that he is capable of evaluating the merits and risks of the prospective
investment; or
(h) An entity (including an Individual Retirement Account {IRA)) in which all
of the equity owners or beneficiaries are accredited investors under clauses
(a), (b), (c), (d), (e), (0 or (g) above.
(v) The Subscriber is and reasonably expects to continue to be a "qualified purchaser"
as that term is defined in Section 2(a)(51) of the Investment Company Act of 1940,
as amendment (the "Investment Company _Act'), as follows (please initial the space
beside the applicable category) (upon request of the Fund, the Subscriber must
provide information to document the representation initialed, as described within
each paragraph)
(a) A natural person (including any person which is acquiring the interest with
his or her spouse in a joint capacity, as community property or similar
shared interest) that either individually or together with the Subscriber's
spouse, owns investments (as defined by the SEC) that are valued at not less
than $5,000,000;
(b) An entity that owns investments (as defined by the SEC) that are valued at
not less than $5,000,000 and is owned directly or indirectly by two (2) or
more natural persons related as siblings, spouses (including former spouses)
or direct lineal descendants by birth or adoption, spouses of such persons,
the estates of such persons, or foundations, charitable organizations or trusts
established by or for the benefit of such persons;
(c) A trust not covered by clause (b) above and not formed for the specific
purpose of acquiring the Interest, as to which the trustee or other person
authorized to make decisions with respect to the trust and each settler or
other person who has contributed assets to the trust is a person described in
clause (a) or (b) above or clause (d) below;
- - - - (d) An entity, acting for its own account or the accounts of others described in
clause (a), (b) or (c) above, this clause (d) or clause (e) below, that in the
aggregate owns and invests on a discretionary basis investments (as defined
by the SF,C) that are valued at not less than $25,000,040; or
(e) An entity, all of the outstanding securities of which are owned by persons or
entities described in clauses (a) through (d) above or this clause (e). If the
Subscriber belongs to this category only, list on a separate sheet to be
112019448.2
Item # 5
Attachment number 1
Page 6 of 20
attached hereto the equity owners of the Subscriber and the investor
category which each such equity owner satisfies.
(vi} If the Subscriber has made one of the representations set forth in clauses (b) through
(e) of subparagraph (v), the Subscriber mattes one of the following representations:l
(a) The Subscriber would be treated as an "investment company" under the
Investment Company Act but for the fact that the Subscriber qualifies for
one of the exemptions. from the definition of "investment company"
provided for in Section 3(c)(1) or 3(c)(7) of the Investment Company Act.
True (Please answer clause (b) below).
False (Please skip to subparagraph (vii) below).
(b) If the Subscriber checked "true" in clause (a) above, the Subscriber certifies
that the Subscriber has read and understands the provisions of Section
2(a)(51)(C) of the Investment Company Act and Rule 2a51-2 promulgated
under the Investment Company Act (copies of which are attached hereto as
Exhibit B) and makes one of the following representations:
(1) No consent of the Subscriber's direct or indirect beneficial
owners is required for the Subscriber's treatment as a "qualified
purchaser" with respect to the Fund;
(2) Both: (A) all of the beneficial owners of the Subscriber's
outstanding securities (other than short-term paper), determined in
accordance with Section 3(c)(1)(A) of the Investment Company
Act, that acquired such securities on or before April 30, 1996 (the
"Pre-Amendment Beneficial Owners") and (B) all of the Pre-
Amendment Beneficial Owners of any company that, but for the
exclusions from the definition of "investment company" provided
for in Section 3(c)(1) or 3(c)(7) of the Investment Company Act,
would be an "investment company" and that directly or indirectly
owns any outstanding securities of the Subscriber have consented to
its treatment as a "qualified purchaser" under the Investment
Company Act with respect to the Fund;
(3) The Subscriber has made either of the representations set
forth in clauses (b) or (c) of subparagraph (v) above, and all of the
trustees, directors or general partners of the Subscriber have
consented to the Subscriber's treatment as a "qualified purchaser"
with respect to the Fund; or
(4) The Subscriber cannot make any of the representations set
forth in clauses (1), (2) or (3) above.
(vii) The Subscriber has such knowledge and experience in financial and business matters
that the Subscriber is capable of evaluating the merits and risks of the Subscriber's
investment in the Fund.
112019448.2
Item # 5
Attachment number 1
Page 7 of 20
(viii) The execution and delivery of the Partnership Agreement and this Subscription
Agreement, the consummation of the transactions contemplated thereby and the
performance of the obligations thereunder will not conflict with or result in any
violation of or default under any provision of any other agreement or instrument to
which the Subscriber is a party or any license, permit, franchise, judgment, order,
writ or decree, or any statute, rule or regulation, applicable to the Subscriber.
(ix) No suit, action, claim, investigation or other proceeding is pending or, to the best of
the Subscriber's knowledge, is threatened against the Subscriber which questions the
validity of the Partnership Agreement or this Subscription Agreement or any action
taken or to be taken pursuant to the Partnership Agreement or this Subscription
Agreement.
(x} The Subscriber (a) is aware that there is no public trading market for the Interest and
it is highly unlikely that such a market will develop, (b) has adequate means of
providing for the Subscriber's currents needs and personal contingencies, (c) has no
need for liquidity in this investment, (d) has the ability to bear the economic risk of
this investment, and (e) can afford a complete loss of the purchase price of this
investment. The Subscriber does not have any reason to anticipate any change in the
Subscriber's personal circumstances, financial or otherwise, which may cause or
require any sale or distribution by the Subscriber of all or any part of the Interest
herein subscribed.
(xi) The Subscriber is purchasing the Interest for investment purposes only, for his, her
or its own account, and not with a view towards the distribution or resale thereof.
(xii) The Subscriber is familiar with the nature of, and risks attendant to, investments in
securities of the type represented by the Interest and has determined that the
purchase of the Interest is consistent with the Subscriber's investment objectives.
(xiii) The Subscriber has been advised and understands that an investment in the Interest
is speculative and involves a high degree of risk.
(xiv) The Subscriber confirms that all documents, records, and books pertaining to the
Fund and the investment have been made available to the Subscriber and the
Subscriber also confirms that the Subscriber, to the extent it, he or she desired to do
so, has been given an opportunity to make further inquiries of the Fund and its
representatives with respect to the Fund and the investment and has requested and
received all information about the Fund the Subscriber deemed necessary or
appropriate to review prior to making an investment decision.
(xv) The Subscriber is aware that the Interest has not been, and there are no present plans
for it (or any other interests in the Fund) to be, registered under the Securities Act. or
any state securities law. Accordingly, the Interest must be held indefinitely by the
Subscriber unless it is registered under the Securities Act and any applicable state
securities law, or unless, in the opinion of counsel satisfactory to counsel for the
Fund, a sale or transfer may be made without such registration. The Subscriber also
understands that the Fund does not presently contemplate that any registration will
be made or that the Fund will take steps which will make the general provisions of
Rule 144 available to permit the resale of the Interest. The Subscriber is also aware
that the Fund does not presently intend, and it is not under any obligation, to take
any action or bear any expense: (a) to register the Interest (or any other interests in
112019448.2
Item # 5
Attachment number 1
Page 8 of 20
the Fund) under the Securities Act or any state securities law for offer, sale, transfer,
assignment, or other disposition by the Subscriber; (b) to make an exemption from
registration available for any such offer, sale, transfer, assignment, or other
disposition by the Subscriber, or (c) to obtain any opinion of counsel with respect to
any such offer, We, transfer, assignment, or other disposition.
(xvi) If an individual, the Subscriber is at least twenty-one (21) years of age.
(xvii) The Subscriber is a resident of the state listed in the primary residence address of the
Subscriber set forth above.
(xviii) The information provided to the Fund by the Subscriber as to the Subscriber is true
and correct as of the date hereof, and the Subscriber agrees to advise the blind prior
to its acceptance of the subscription contained in this Subscription Agreement of any
material change in any such information.
(xix) At the request of the Fund, each of the undersigned will execute such other
instruments and documents as may be reasonably required in connection with the
purchase of the Interest.
(xx) The Subscriber understands and acknowledges that the law firm of Bradley Arant
Boult Cummings LLP is representing the Fund in connection with the sale of the
Interest to the Subscriber and that Bradley Arant Boult Cummings LLP is not
representing the Subscriber or acting as a broker, dealer, or agent in connection with
this transaction.
(xxi) The Subscriber is not relying on the Fund with respect to the tax and other economic
considerations of an investment in the Interest and the Subscriber has relied on the
advice of, or has consulted with, the Subscriber's own legal, tax and other advisors.
The Subscriber acknowledges that she, he or it understands that anticipated tax
benefits may not be available and, further, may be adversely affected through
adoption of new laws or regulations or amendments to existing laws or regulations.
The Subscriber acknowledges and agrees that the Fund is providing no warranty or
assurance regarding the ultimate availability of any tax benefits to the Subscriber by
reason of the Subscriber's investment in the Fund.
(xxii) The Subscriber understands that information relating to the Subscriber shall appear
on the financial statements and other records of the Fund. The Subscriber
acknowledges and agrees that other Partners may receive such information as
permitted by the Partnership Agreement or as required by applicable laws and may
share such information with their advisors and other parties.
(xxiii) The undersigned, if executing this Subscription Agreement in a representative or
fiduciary capacity, has full power and authority to execute and deliver this
Subscription Agreement in such capacity and on behalf of the subscribing
individual, ward, partnership, trust, estate, corporation, limited liability company, or
other entity for whom the undersigned is executing this Subscription Agreement,
and such individual, ward, partnership, trust, estate, corporation, or other entity has
full right and power to perform pursuant to this Subscription Agreement and make
an investment in the Interest.
11201944$.2
Item # 5
Attachment number 1
Page 9 of 20
(xxiv) The Subscriber agrees that the acknowledgements, representations, warranties,
covenants and agreements of the Subscriber set forth in this Subscription Agreement
shall survive the execution and delivery of this Subscription Agreement and the
consummation of any subscription for the Interest.
F. Status as a Limited Partner. The Subscriber agrees that if the subscription contained in
this Subscription Agreement is accepted, the Subscriber shall (i) become a Limited Partner in the Fund, (ii)
execute and deliver a copy of the Partnership Agreement, (iii) be bound by the terms of the Fund's
Partnership Agreement and (iv) perform all obligations imposed by the Partnership Agreement upon a
Limited Partner with respect to the Interest.
G. Restrictions on Assignment or Transfer of Interest. The Subscriber hereby acknowledges
and agrees that the Subscriber will not offer, sell, transfer, assign, pledge, or otherwise dispose of the
Interest, in whole or in part, or any interest in such Interest, except in strict compliance with the terms and
conditions set forth in the Partnership Agreement.
H. Irrevocability; Binding Effect. The Subscriber hereby acknowledges and agrees that the
subscription contained in this Subscription Agreement is irrevocable, that, except as required by law, the
Subscriber is not entitled to cancel, terminate, or revoke this Subscription Agreement or any provisions
hereof, and that this Subscription Agreement and such other agreements shall survive the bankruptcy or
dissolution of the Subscriber and shall be binding upon and inure to the benefits of the parties and their
successors and permitted assigns.
1. Indemnification. The Subscriber agrees to indemnify and hold harmless the Fund and its
members, managers, officers, employees, agents, attorneys, accountants, and affiliates against any and all
loss, liability, claim, damage, and expense whatsoever (including, but not limited to, any and all attorney's
fees and other expenses reasonably incurred in investigating, preparing, or defending against any litigation
commenced or threatened or any claim whatsoever) due to, arising out of or based upon any breach of any
representation, warranty, covenant or agreement of the Subscriber contained in this Subscription Agreement
or any failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or
in any other document furnished by the Subscriber to any of the foregoing in connection with the transaction
contemplated by this Subscription Agreement.
J. Modification. Neither this Subscription Agreement nor, any provision hereof shall be
waived, modified, discharged, or terminated except by an instrument in writing signed by the party against
whom any such waiver, modification, discharge, or termination is sought.
K. Notices. Any notice or other communication required or permitted to be given hereunder
shall be in writing and shall be mailed by certified mail, return receipt requested, or delivered against receipt
to the party to whom it is to be given (i) if to the Fund, at the address set forth above, or (ii) if to the
Subscriber, at the correspondence address set forth above (or, in either case, to such other address as the
party shall have furnished in writing in accordance with the provisions of this Section K). Any notice or
other communication given by certified mail shall be deemed given at the time of certification thereof, except
for a notice changing a party's address which shall be deemed given at the time of receipt thereof.
L. Assignment. This Subscription Agreement and the rights and obligations hereunder may
not be assigned or delegated by the Subscriber without the prior written consent of the Fund, and any attempt
to do so shall be void and of no effect.
M. Applicable Law. This Subscription Agreement shall be construed in accordance with and
shall be governed by the laws of the State of Delaware, without regard to its conflicts of laws principles that
would cause the law of any other State to be applied to this Subscription Agreement.
9
112019448.2
Item # 5
Attachment number 1
Page 10 of 20
N. Counterparts. This Subscription Agreement may be executed by facsimile, through the use
of separate signature pages or in any number of counterparts and each of such counterparts shall, for all
purposes, constitute one agreement binding on all parties.
0. Entire Agreement. This Subscription Agreement constitutes the entire agreement among
the parties hereto with respect to its subject matter and supersedes all prior agreements, whether written or
oral, with respect to that subject matter.
[Signature Page to Follow]
112019448.2
10
Item # 5
Attachment number 1
Page 11 of 20
IN WITNESS WHEREOF, the undersigned have executed, or caused this
Subscription Agreement to be executed by its authorized representative, effective
as of the 15th day of February, 2011.
THE SUBSCRIBER;
BOARD OF TRUSTEES OF THE EMPLOYEES'
PENSION PLAN OF THE CITY OF
CLEARWATER, FLORIDA
By:
Frank V. Hibbard
Chairperson
Approved as to form: Attest:
Stuart A. Kaufman Rosemarie Call
Pension Attomey City Clerk
ACCEPTED AND AGREED:
MOLPUS WOODLANDS FUND III, L.P.
By: Molpus Woodlands Fund III-GP, LLC
Its: General Partner
By:
Name:
Its:
Effective as of 2011
1Z
Item # 5
Attachment number 1
Page 12 of 20
EXHIBIT A
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
OF
MOLPUS WOODLANDS FUND III, L.P.
(See attached.)
] 120 ]. 9448.2
12
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Attachment number 1
Page 13 of 20
EXHIBIT B
Section 2(a)(51)(C) of the Investment Company Act:
(C) The term "qualified purchaser" does not include a company that, but for the exceptions provided
for in paragraph (1) or (7) of Section 3(c), would be an investment company (hereafter in this paragraph
referred to as an "excepted investment company"), unless all beneficial owners of its outstanding
securities (other than short-term paper), determined in accordance with Section 3(c)(1)(A), that acquired
such securities on or before April 30, 1996 (Hereafter in this paragraph referred to as "pre-amendment
beneficial owners"), and all pre-amendment beneficial owners of the outstanding securities (other than
short-term paper) or any excepted investment company that, directly or indirectly, owns any outstanding
securities of such excepted investment company, have consented to its treatment as a qualified purchaser.
Unanimous consent of all trustees, directors, or general partners of a company or trust referred to in
clause (ii) or (iii) of subparagraph (A) shall constitute consent for purposes of this subparagraph..
1/2019448.2
13
Item # 5
Attachment number 1
Page 14 of 20
Rule 2a51-2. Definitions of Beneficial Owner For Certain Purposes Under Sections 2(a)(51) and
3(c)(7) and Determining Indirect Ownership Interests.
(a) Beneficial Ownership, General. Except as set forth in this section, for purposes of Sections
2(a)(51)(C) and 3(c)(7)(B)(ii) of the Act, the beneficial owners of securities of an excepted investment
company (as defined in Section 2(a)(51)(C) of the Act) shall be determined in accordance with Section
3(c)(1) of the. Act.
(b) Beneficial Ownership: Grandfather Provision. For purposes of Section 3(c)(7)(B)(ii) of the Act,
securities of an issuer beneficially owned by a company (without giving effect to Section 3(c)(1)(A) of
the Act ("owning company") shall be deemed to be beneficially owned by one person unless:
(1) The owning company is an investment company or an excepted investment company;
(2) The owning company, directly or indirectly, controls, is controlled by or is under common control
with the issuer; and
(3) On October 11, 1996, under Section 3(c)(1)(A) of the Act as then in effect, the voting securities
of the issuer were deemed to be beneficially owned by the holders of the owning company's outstanding
securities (other than short-term paper), in which case, such holders shall be deemed to be beneficial
owners of the issuer's outstanding voting securities.
(c) Beneficial Ownership: Consent Provision. For purposes of Section 2(a)(51)(C) of the Act, securities
of an excepted investmmt company beneficially owned by a company (without giving effect to Section
3(c)(1)(A) of the Act ("owning company") shall be deemed to be beneficially owned by one person
unless:
(1) The owning company is an excepted investment company;
(2) The owning company directly or indirectly controls, is controlled by, or is under common control
with, the excepted investment company or the company with respect to which the excepted investment
company is, or will be, a qualified purchaser; and
(3) On April 30, 1996, under Section 3(c)(1)(A) of the Act as then in effect, the voting securities of
the excepted investment company were deemed to be beneficially owned by the holders of the owning
company's outstanding securities (other than short-term paper), in which case the holders of such
excepted company's securities shall be deemed to be beneficial owners of the excepted investment
company's outstanding voting securities.
(d) Indirect Ownership: Consent Provision. For purposes of Section 2(a)(51)(C) of the Act, an
excepted investment company shall not be deemed to indirectly own the securities of an excepted
investment company seeking a consent to be treated as a qualified purchaser ("qualified purchaser
company") unless such, excepted investment company, directly or indirectly, controls, is controlled by or
is under common control with, the qualified purchaser company or a company with respect to which the
qualified purchaser company is or will be a qualified purchaser.
(e) Required Consent: Consent Provision. For purposes of Section 2(a)(5 1)(C) of the Act, the consent
of the beneficial owners of an excepted investment company ("owning company") that beneficially owns
securities of an excepted investment company that is seeking the consents required by Section 2(a)(5 1)(C)
("consent company") shall not be required unless the owning company directly or indirectly controls, is
112a19Q4$.2
14
Item # 5
Attachment number 1
Page 15 of 20
controlled by, or is under common control with, the consent company or the company with respect to
which the consent company is, or will be, a qualified purchaser.
Notes to Rule 2a51-2.
1. On both April 30, 1996 and October 11, 1996, Section 3(c)(1)(A) of the Act as then in effect
provided that. (A) Beneficial ownership, by a company shall be deemed to be beneficial ownership by
one person, except that, if the company owns 10 per centum or more of the outstanding voting
securities of the issuer, the beneficial ownership shall be deemed to be that of the holders of such
company's outstanding securities (other than short-term paper) unless, as of the date of the most recent
acquisition by such company of securities of that issuer, the value of all securities owned by such
company of all issuers which. are or would, but for the exception set forth in this subparagraph, be
excluded from the definition, of investment company solely by this paragraph, does not exceed 14 per
centum of the value of the company's total assets. Such issuer nonetheless is deemed to be an
investment company for purposes of Section 12(d)(1).
2. Issuers seeking the consent. required by Section 2(a)(51)(C) of the Act should note that Section
2(a)(5 1)(C) requires an issuer to obtain the consent of the beneficial owners of its securities and the
beneficial owners of securities of any "excepted investment company" that directly or indirectly owns
the securities of the issuer. Except as set forth in paragraphs (d) (with respect to indirect owners) and
(e) (with respect to direct owners) of this section, nothing in this section is designed to limit this
consent requirement.
112019448.2
15
Item # 5
Attachment number 1
Page 16 of 20
1%4 ( ] 1. 3' t I S R m WOO, LANDS
C, i?,[] -LI r
December 3, 2010
City of Clearwater Employee's Pension Plan
Attn: Board of Trustees
1(1(1 S. Myrtle Avenue
Clearwater, Florida 33758
lte: Molptis Woodlands Fund III, 1.,.P.
Ladius and 6entlenten:
In connection with the investment in interests ("interests") of Molpus Woodlands Fund
111, I..P. (the "Company") by the City of Clearwater Employee's Pension Plan (tile
"Pension Fund"), Molpus Woodlands Fund III-GP, LI.,C ("Manager") is providing; certain
additional representations to the Pension f=und and entering into certain additional
agreements, all as scat forth in this letter (the "Side Letter'"). Upon execution by the
Company and the Manager, this Side Letter shall be a binding; agreement against the
Manager and the Company which may not be amended without the written consent of the
Manager and the Pension Fund.
Notwithstanding any provision of the Subscription Agreement, as amended from tirne to
time, and the Amended and Restated Limited Partnership Agreement, as amended from time to
time, or any other inaterials used in the offering or sale of Interests in the Company (collectively,
the "011cring Documents") to the contrary, to the extent that any provision of the Of eriiig;
Documents conflicts with the terms of this Side Letter, the terns of this Side: Letter shall control.
1, Notwithstanding anything contained herein or in the Offering Documents to the contrary,
in the event that Manager has either previously entered into or enters into a side letter or
similar agreement/arrangement with an existing or future investor in the Company with an
investment in the Company equal to or less than the value of the Pension Fund's
investment in the Company (each, an "Other Side Letter") that has the effect of
establishing; rights (including; fees) or benefits that otherwise treat such investor in a
manner more favorable in any material respect than the rights and benefits established in
favor orthe Pens] (in Fund by the. Offering Documents (or pursuant to this Side Letter), the
Pension Fund, at its sole discretion, will be entitled to the rights and benefits under each
such
siicl? [)tl?cr Side Letter i [`the Pension Fund provides written notice to Manager of
election within thirty (30) days of receipt of a copy of'such Other Side Letter. Manager
shall provide the Pension Fund with a copy of any Other Side Letter that contains such
preferential rights or benefits within tern (10) days of entering, into it, Notwithstanding
anything to the contrary, however, the Pension Fund acknowledges that the Pension ]Fund
shat l neat be entitled to the benefit of any provisions (1) which are included in any such
Otllcg. Side Lettelr solely ecau€ j -of ._ru. g4jj•eine?t c) 1#iw s 3tut ° ruler U f tilali ? to
d,`i JNorf 1 . r:,or• Strvc,t is ti,lr,, h i itsr ! )[ x,nr: I I•' .'. k . T7 ?rslnli r > }?,
Ina1 1,11'li'rll,h?=LES., t!ri .
1C'irl+ i?i??•r!r+r? ?fi,',. r+J :1l.,1 '7i?:?l+fvJ::?rrl.Ild??,r„cr:...?. L1.1: Ir.i?rl iii
f.i
11. ;;,':i/fI .,),,/ 11' I}j!r.IJli+rr1. .?J?,1;,,iJ1!r; IiIfli? iio,,",, ?ir. 1b1). yia 1.,;- r:b.i+ic, :inn, ,II w(,:. i_rr,m t.ena Ri,-h)iond. K.,oaiiiItem # 5
Attachment number 1
Page 17 of 20
Oty of'Clearwater E'mployee's Pension Plan
Side Lotter
Page 2
which such other investor is subject and the Pension Fund is not, (ii) which are personal to
such investor based solely on the place of organizAition or headquarters, organizational
form of, or other particular restrictions applicable to, such investor, and where such factors
cannot be made reasonably applicable to the Pension Fund, or (iii) so long as such
provision does not impart a benefit which would violate the prohibition against self=
dealing, which are for the benefit of the Manager ear any of its Affiliates or any entity
formed for investment in [lie Company by any of the foregoing or any officers, directors,
or employees of the foregoing or any family members of the foregoing.
Manager shall notify the Pension Fund within a reasonably: period not to exceed twenty
(20) days of any civil, criminal, Securities and Exchange Commission ("SEC"), I.J.S.
Department of Labor (the "Department"} or other governmental investigation (which does
not include routine examinations, audits or reviews). disciplinary proceeding, or
administrative action finding a material violation by Manager (or an Affiliate thereof) of
an investment related statute or regulation. Manager shall also notify the Pension Fund
immediately in the event of a civil, criminal, SI C, Department or other governmental
investigation, disciplinary proceeding, report of administrative action related to or
involving the Pension fund's investment in the Company. Additionally, Manager shall
iiotify the Pension Fund within ten (10) days of the date it (or an Aliiliatc thereof) is the
subject of any order or finding by a court of a violation by Manager (or an Affiliate
thereof) of an investment related statute or regulation.
a. '['his Side Letter may he executed in any number of counterparts, each of which shall be
deemed an original and said counterparts shall constitute but one and the same instrument
and niay be sufficiently evidenced by any one counterpart.
4. This Side Letter is not assignable by either party hereto in whale or in part without the
prior written consent of the other party, which may be withheld in such party's sole
discretion.
5. Indemnification. The Company agrees to the deletion of paragraph I of the Subscription
Agreement.
6. Standard of'C.are. Manager agrees that it is a fiduciary to the Pension Fund. Nothing set
forth in the Subscription or .Limited Partnership Agreements shal l relieve the Manager of
its duty to manage the affairs of the Company in accordance with the care, skill, prudence
and diligence under the circumstances then prevailing that a prudent. person acting in a
like capacity and familiar with Stich matters would use in the conduct of an enterprise of a
like character and with like aims to the Company.
7. Public Records Law. The Pension Fund acknowledges that it is committed to protecting
the confidentiality of all confidential information that the Manager provides to the Pension
Fund regarding the Company. Notwithstanding the foregoing, the Manager acknowledges
that the Pension fund is a government plan subject to laws, regulations and policies
including certain public disclosure rOquirc;ments. Notwithstanding, anything to the
Item # 5
Attachment number 1
Page 18 of 20
City of Clearwater Employee's Pension Plan
Sides Letter
Page 3
contrary contained in the Agreement, the Manager agrees that the Pension fund shall be
relieved from any confidentiality or other obligations under the Agreement or otherwise to
the extent necessary to comply with its obligations under such laws, regulations and
policies; provided, however, that, unless otherwise prohibited by law, prior to disclosing
any "Non-Fund Level Information," the Pension Fund shall use its reasonable; hest efforts
to promptly notify the Manager upon receipt of a request for Non- Fitnd Level Information
and will consult with the Manager regarding the response to such disclosure request,
consistent with applicable laws, rules, regulations, the Pension Fund's board policies and
fiduciary duties. In connection therewith and notwithstanding anything to the contrary
contained in the Agreement, the Manager consents to the disclosure by the Pension Fund
of "Fund Level Information" to the public and agrees that such disclosure shall not
constitute a breach of the Agreement.
8. Notice of Certain Matters. The Manager shall notify the Pension Fund as soon as
reasonably practicable of any claims for indemnification arising against the Company
pursuant to the Agreement. The Manager shall promptly notify the Pension Fund of the
commencement of any lawsuit or legal proceeding (and the outcome:, when resolved, of
such lawsuit or legal proceeding) in which the Manager is a named party and which, if
adversely determined, would be reasonably likely to materially adversely affect the
Manager's ability to perform its obligations under the Agreement.
9. Any provision in this side letter or other document or Agreement to the contrary,
` notwithstanding, by reason of the laws, regulations and public policies of the State of
Florida applicable to the Pension fund as a governmental entity in the State of Florida, the
Manager agrees, that (a) it will not take any action that will cause the Pension Fund to not
be in compliance with Florida Public Records Act and Government in the Sunshine Law;
N it will not take any action that will cause. the Pension Fttnd to not be in compliance
with Public [~,ntities Crime Bill Notice - Section 287.133, Florida Statutes; and (c) it will
not take any action that will cause the Pension Fund to not be in compliance with
Valuation of Illiquid Investments - Section 112.66] (17), Florida Statutes.
10. Venue. By reason of the laws, regulations and public policies of the State of Florida
applicable to the Pension Fund as a governmental entity in the State of Florida, the
Manager agrees, that with regard to issues arising out of the terms of this side letter only,
that (a) it will submit to the nonexclusive Jurisdiction of the courts located in Pinellas
County, Florida, and (b) it will bring any suit, action, claim or proceeding against the
Pension Fund under any provision of this Letter Agreement or the Pension Fund's
Subscription Agreement in the courts located in Pinellas County, Florida.
(REMAINDER OF THIS PAGE INTENTIONALLY LEFT 13LANKI
Item # 5
Attachment number 1
Page 19 of 20
City of0earwater 1-;mployee's Pension flan
S]LIv f_,etter
Pa-e 4
Sincerely,
Mo1Pus Woodlands Fund III, L.P.
lay'
Molnus Woodlands Fund III-(,P, LL
By:
HI;:C:EIVED AND ACKNOWLEDGED BY:
City of Clearwater Employee's Pension Plan
By:
Name:
Title:
Item # 5
Attachment number 1
Page 20 of 20
City of Clearwater Employee's Pension Plan
Side Letter
Page 5
BOARD OF TRUSTEES OF THE EMPLOYEES'
PENSION PLAN OF THE CITY OF
CLEARWATER, FLORIDA
6y:
Frank V. Hibbard
Chairperson
Approved as to form: Attest:
Stuart A. Kaufman Rosemarie Call
Pension Attorney City Clerk
Item # 5
Attachment number 2
Page 1 of 20
SUBSCRIPTION AGREEMENT
Hancock Timberland XI LP
John Hancock Distributors LLC
c/o Hancock Natural Resource Group, Inc.
99 High Street, 26th Floor
Boston, Massachusetts 02110-2320
Attention: Tim Cayen
Dear Ladies and Gentlemen:
Reference is made to the offering of units of limited partnership interests of Hancock
Timberland XI LP (the "Partnership") pursuant to the terms of the Confidential Private
Placement Memorandum, dated December 9, 2010, as amended (the "Memorandum").
Capitalized terms shall have the respective meanings ascribed to them in the Memorandum,
unless otherwise specifically defined herein.
The undersigned (the "Investor") agrees as follows:
Subscription for Units.
(1) The Investor agrees, subject to acceptance and approval by John
Hancock Timber Resource Corporation (the "General Partner') and Hancock Natural Resource
Group, Inc. (the "Advisor"), to become a limited partner of the Partnership, to subscribe for and
acquire the number of units of limited partnership interests of the Partnership ("Units") which
may be purchased for the aggregate amount set forth below its signature on the signature page
attached to this Subscription Agreement (the "Agreement") in the amount of US$100,000 per
Unit subscribed for by the Investor at a closing to take place on or before June 30, 2011 (unless
extended to a date on or before December 22, 2011), and otherwise in accordance with the
terms and conditions described in the Memorandum (the "Closing") and thereafter on terms and
conditions in accordance with the Memorandum and herein. All payments of the price of each
Unit (the "Unit Price") shall be paid in immediately available U.S. funds. Subject to the terms
and conditions set forth herein, the Investor's obligation to subscribe for and pay for such Units
shall be complete and binding upon the execution and delivery of this Agreement.
The Closing; Payment by the Investor; Failure to Pay.
(1) The Investor will become a limited partner of the Partnership in respect of
the Units subscribed for by it at the Closing in accordance with the provisions of the
Memorandum, the Partnership Agreement and herein. The Closing will occur as described in
the Memorandum. The Investor will be notified at least 10 days prior to the date of the Closing
as to the portion of the Unit Price due with respect to the Units subscribed for and purchased by
the Investor. If no Timberland Investment has been identified prior to the Closing, the portion of
the Unit Price representing not more than 2 percent of the Investor's aggregate Unit Price for
the Units subscribed for and purchased by the Investor will be due at the Closing. If one or
more Timberland Investment(s) have been identified prior to the Closing, up to 100 percent of
the aggregate Unit Price due with respect to the Units subscribed for and purchased by the
fB1236635; 2) - 1 -
Item # 5
Attachment number 2
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Investor may be required to be made at the Closing. Subject to the foregoing, if less than 100
percent of the aggregate Unit Price due with respect to the Units subscribed for and purchased
by the Investor is paid at the Closing, the balance of such Unit Price shall be made as
Timberland Investments are identified by the Advisor upon notice given by the Advisor and the
General Partner at any time during the Acquisition Period.
(2) The first payment of the Unit Price for the Units shall be paid by wire
transfer of funds on or prior to the date when due in immediately available U.S. funds, in
accordance with the wire instructions provided by the Advisor to the Investor prior to the
Closing.
(3) If an Investor fails in any instance to pay the full amount of any installment
of its subscription when due and such failure continues for two business days after notice of
such failure is given, or the Investor fails in two or more instances to pay the full amount of any
installment of its subscription when due, the Partnership may, in its sole discretion and in
addition to exercising any other rights or remedies afforded by law or at equity, take any one or
more of the following actions, to which the Investor hereby consents:
(a) Commence legal or other proceedings against the Investor to
collect the due and unpaid amount plus interest thereon at a per
annum rate equal to the lesser of (i) 4% plus the "Prime Rate" as
reported in The Wall Street Journal, or (ii) the highest rate
permitted by law) and the expenses of collection, including
reasonable attorneys' fees, or to deduct such amount from future
distributions to the Investor;
(b) Upon notice, prohibit the Investor from paying additional
installments of its subscription; and
(c) Upon notice, require the Investor to sell (and the Investor hereby
agrees to sell) its Units to a person designated by the Partnership
who agrees to pay the unpaid amount of any defaulted Unit Price
of the Investor's subscription and to assume the Investor's other
obligations to the Partnership, at a purchase price equal to 75% of
the aggregate Unit Price then paid.
The Partnership may, in its sole discretion, cease taking any action commenced
under this paragraph 3 or restore any right of the Investor reduced or terminated pursuant to this
paragraph 3 prior to a sale of the Investor's Units pursuant to clause (c) above.
III. Representations and Warranties of the Investor.
The Investor hereby represents and warrants to the Partnership and the General Partner
as follows, and the Investor acknowledges that the Partnership and the General Partner intend
to rely on such representations and warranties.
(1) SUITABILITY. THE INVESTOR HAS CAREFULLY READ AND
UNDERSTANDS THIS AGREEMENT, THE PARTNERSHIP AGREEMENT, THE
fB1236635; 2)
-2-
Item # 5
Attachment number 2
Page 3 of 20
MEMORANDUM AND THE EXHIBITS THERETO, HAS CONSULTED PROFESSIONAL
ADVISORS REGARDING THE OFFERING AS IT HAS DEEMED NECESSARY, HAS
EVALUATED THE RISKS OF INVESTING IN THE UNITS, AND HAS DETERMINED THAT
SUCH UNITS ARE A SUITABLE INVESTMENT FOR IT.
(2) ACCREDITED INVESTOR STATUS. Please indicate which one or
more of the following is applicable to the Investor:
(a) The Investor is 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 Units offered, with total assets in excess
of US$5,000,000. ?
(b) The Investor is a trust, with total assets in excess of
US$5,000,000, not formed for the specific purpose of acquiring
the Units offered, whose purchase is directed by a sophisticated
person as described in Rule 506(b)(2)(ii) of the Securities Act of
1933, as amended (the "Act"). ?
(c) The Investor is 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, if such
plan has total assets in excess of US$5,000,000, or it is an
employee benefit plan within the meaning of Title I of the
Employee Retirement Income Security Act of 1974 ("ERISA") and
the decision to invest in the Units has been made by a plan
fiduciary, as defined in Section 3(21) of ERISA, which is either a
bank, savings and loan association, insurance company, or
registered investment advisor, or has total assets of
US$5,000,000 or, is a self-directed plan, with investment
decisions made solely by persons that are accredited investors. X
(d) The Investor is an entity in which all of the equity owners are
accredited investors. ?
(e) The Investor is a natural person whose individual net worth (or
joint net worth with the Investor's spouse) exceeds US$1,000,000.
As used herein, "net worth" means total assets (excluding
principal residence) at fair market value less total liabilities
(excluding principal residence mortgage). ?
(f) The Investor a natural person who had an individual income in
excess of US$200,000 in each of the two most recent years or
joint annual income with the Investor's spouse in excess of
US$300,000 in each of those years and has a reasonable
expectation of reaching the same income level in the current year.
fB1236635; 2) - 3 -
Item # 5
Attachment number 2
Page 4 of 20
(g) The Investor does not qualify in any of the above accredited
investor categories. ?
(3) QUALIFIED PURCHASER STATUS. Please indicate which one or
more of the following is applicable to the Investor:
To the extent that the Partnership claims exemption from registration under the
Investment Company Act of 1940 in reliance on Section 3(c)(7) thereof, Units may only be
acquired by investors who are "qualified purchasers" (as defined in Section 2(a)(51) of the
Investment Company Act of 1940). Please indicate the basis of "qualified purchaser' status of
the Investor by checking the applicable statement or statements. In connection therewith, the
Investor must read below for the definition of "investments" and for information regarding the
valuation of "investments," respectively.
(a) A company, partnership or trust that owns not less than
US$5,000,000 in "investments" and that is owned directly or indirectly by or for two or more
natural persons who are related as siblings or spouse (including former spouses), or direct lineal
descendants by birth or adoption, spouses of such persons, the estates of such persons, or
foundations, charitable organizations or trusts established by or for the benefit of such persons
(a "Family Company"). ?
(b) A trust that is not covered by (a) above as to which the trustee or
other person authorized to make decisions with respect to the trust, and each settlor or other
person who has contributed assets to the trust, is a person described in clause (a), (c), (d) or (f)
hereof. ?
(c) A person, acting for its own account or the accounts of other
qualified purchasers, who in the aggregate owns and invests on a discretionary basis not less
than US$25,000,000 in "investments." ?
(d) A qualified institutional buyer as defined in paragraph (a) of Rule
144A under the Securities Act, acting for its own account, the account of another qualified
institutional buyer, or the account of a qualified purchaser, provided that (i) a dealer described in
paragraph (a)(1)(ii) of Rule 144A shall own and invest on a discretionary basis at least
US$25,000,000 in securities of issuers that are not affiliated persons of the dealer and (ii) a plan
referred to in paragraph (a)(1)(D) or (a)(1)(E) of Rule 144A, or a trust fund referred to in
paragraph (a)(1)(F) of Rule 144A that holds the assets of such a plan, will not be deemed to be
acting for its own account if investment decisions with respect to the plan are made by the
beneficiaries of the plan, except with respect to investment decisions made solely by the
fiduciary, trustee or sponsor of such plan. X
(e) A company, partnership or trust, each beneficial owner of the
securities of which is a qualified purchaser. PLEASE NOTE: This certification does not apply to
beneficiaries of an irrevocable trust. ?
(f) A natural person (including any person who holds a joint,
community property or other similar shared ownership interest in the partnership with that
fB1236635; 2)
-4-
Item # 5
Attachment number 2
Page 5 of 20
person's qualified purchaser spouse) who owns not less than US$5,000,000 in "investments."
categories. ?
The Investor does not qualify in any of the above qualified purchaser
DEFINITION OF "INVESTMENTS."
The term "investments" means:
(1) Securities, other than securities of an issuer that controls, is controlled by,
or is under common control with, the investor that owns such securities, unless the issuer of
such securities is:
(i) an investment company or a company that would be an investment
company but for the exclusions provided by Sections 3(c)(1) through 3(c)(9) of the Investment
Company Act of 1940 or the exemptions provided by Rule 3a-6 or 3a-7 promulgated under the
Investment Company Act of 1940, or a commodity pool; or
(ii) a Public Company (as defined below); or
(iii) a company with shareholders' equity of not less than US$50,000,000
(determined in accordance with generally accepted accounting principles) as reflected on the
company's most recent (and in any event not more than sixteen months old) financial
statements;
(2) Real estate held for investment purposes;
(3) Commodity Interests (as defined below) held for investment purposes;
(4) Physical Commodities (as defined below) held for investment purposes;
(5) To the extent not securities, Financial Contracts (as defined below)
entered into for investment purposes;
(6) In the case of an investor that is a company that would be an investment
company but for the exclusions provided by Section 3(c)(1) or 3(c)(7) of the Investment
Company Act of 1940, or a commodity pool, any amounts payable to such investor pursuant to
a firm agreement or similar binding commitment pursuant to which a person has agreed to
acquire an interest in, or make capital contributions to, the investor upon the demand of the
investor; and
(7) Cash and cash equivalents held for investment purposes.
Real estate that is used by the investor or a Related Person (as defined below) of
the investor for personal purposes, or as a place of business, or in connection with the conduct
of the trade or business of such investor or a Related Person of the investor, will NOT be
considered real estate held for investment purposes, provided that real estate owned by an
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investor who is engaged primarily in the business of investing, trading or developing real estate
in connection with such business may be deemed to be held for investment purposes.
However, residential real estate will not be deemed to be used for personal purposes if
deductions with respect to such real estate are not disallowed by section 280A of the Code.
A Commodity Interest or Physical Commodity owned, or a Financial Contract
entered into, by the investor who is engaged primarily in the business of investing, reinvesting,
or trading in Commodity Interests, Physical Commodities or Financial Contracts in connection
with such business may be deemed to be held for investment purposes.
For purposes of determining the amount of investments owned by an investor
that is a company, there may be included investments owned by majority-owned subsidiaries of
the investor and investments owned by a company ("Parent Company") of which the investor is
a majority-owned subsidiary, or by a majority-owned subsidiary of the investor and other
majority-owned subsidiaries of the Parent Company.
In determining whether a natural person is a qualified purchaser, there may be
included in the amount of such person's investments any investment held jointly with such
person's spouse, or investments in which such person shares with such person's spouse a
community property or similar shared ownership interest. In determining whether spouses who
are making a joint investment in the Partnership are qualified purchasers, there may be included
in the amount of each spouse's investments any investments owned by the other spouse
(whether or not such investments are held jointly). There shall be deducted from the amount of
any such investments any amounts specified by paragraph 2(a) under VALUATIONS OF
INVESTMENTS below incurred by such spouse.
In determining whether a natural person is a qualified purchaser, there may be
included in the amount of such person's investments any investments held in an individual
retirement account or similar account the investments of which are directed by and held for the
benefit of such person.
As used herein, the following terms shall have the meaning set forth below:
"Commodity Interests" means commodity futures contracts, options on
commodity futures contracts, and options on physical commodities traded on or subject to the
rules of:
(i) any contract market designated for trading such transactions under the
Commodity Exchange Act and the rules thereunder; or
(ii) any board of trade or exchange outside the United States, as
contemplated in Part 30 of the rules under the Commodity Exchange Act.
"Family Company" means a company, partnership or trust that owns not less
than US$5,000,000 in "investments" and that is owned directly or indirectly by or for two or more
natural persons who are related as siblings or spouse (including former spouses), or direct lineal
descendants by birth or adoption, spouses of such persons, the estates of such persons, or
foundations, charitable organizations or trusts established for the benefit of such persons.
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"Financial Contract" means any arrangement that:
(i) takes the form of an individually negotiated contract, agreement, or option
to buy, sell, lend, swap, or repurchase, or other similar individually negotiated transaction
commonly entered into by participants in the financial markets;
(ii) is in respect of securities, commodities, currencies, interest or other rates,
other measures of value, or any other financial or economic interest similar in purpose or
function to any of the foregoing; and
(iii) is entered into in response to a request from a counter party for a
quotation, or is otherwise entered into and structured to accommodate the objectives of the
counterparty to such arrangement.
"Physical Commodities" means any physical commodity with respect to which a
Commodity Interest is traded on a market specified in the definition of Commodity Interests
above.
"Public Company" means a company that:
(i) files reports pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended from time to time; or
(ii) has a class of securities that are listed on a Designated Offshore
Securities Market, as defined by Regulation S of the Securities Act.
"Related Person" means a person who is related to the investor as a sibling,
spouse or former spouse, or is a direct lineal descendant or ancestor by birth or adoption of the
investor, or is a spouse of such descendant or ancestor, provided that, in the case of a Family
Company, a Related Person includes any owner of the Family Company and any person who is
a Related Person of such an owner.
VALUATIONS OF INVESTMENTS.
The general rule for determining the value of investments in order to ascertain
whether an investor is a qualified purchaser is that the value of the aggregate amount of
investments owned and invested on a discretionary basis by the investor shall be their fair
market value on the most recent practicable date or their cost. This general rule is subject to
the following provisos:
(1) In the case of Commodity Interests, the amount of investments shall be
the value of the initial margin or option premium deposited in connection with such Commodity
Interests; and
(2) In each case, there shall be deducted from the amount of investments
owned by the investor the following amounts:
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(a) The amount of any outstanding indebtedness incurred to acquire the
investments owned by the investor.
(b) A Family Company, in addition to the amounts specified in clause 2(a)
above shall have deducted from the value of such Family Company's investments any
outstanding indebtedness incurred by an owner of the Family Company to acquire such
investments.
(4) SUPPLEMENTAL INFORMATION.
Units?
(a) Was the Investor organized for the specific purpose of acquiring the
Yes ? No X
PLEASE NOTE: If the answer to question 4(a) is "Yes", each Person who is an
equity owner of the Investor must complete a copy of this Part III of the Subscription Agreement
as if such person were directly acquiring the Units.
(b) With respect to its acquisition of the Units, is the Investor a participant-
directed defined contribution plan (such as a 401(k) plan), or a partnership or other investment
vehicle (x) in which its partners or participants have or will have any discretion as to their level of
investment in the Investor or in investments made by the Investor (including the Investor's
investment in the Units), or (y) that is otherwise an entity managed to facilitate the individual
decisions of its beneficial owners to invest in the Partnership?
Yes ? No X
(c) Assuming that the Investor will own less than 10% of the voting securities
of the Partnership, does the Investor count as one beneficial owner under Section 3(c)(1) of the
Investment Company Act of 1940?
Yes X No ?
If the answer to question 4(c) is "No," under Section 3(c)(1) of the Investment
Company Act of 1940, assuming that the Investor will own less than 10% of the voting securities
of the Partnership, how many beneficial owners does the Investor count as?
(d) Is the Investor a private investment company or a non-U.S. investment
company exempt from registration under the Investment Company Act of 1940, in reliance on
Section 3(c)(1), 3(c)(7) or 7(d) thereof?
Yes ? No X
30, 1996?
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If the answer to question 4(d) is "Yes," was the Investor formed on or before April
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Yes ? No ?
If the answer to the previous question is "Yes," has the Investor obtained the
consent of its direct and indirect beneficial owners to be treated as a "qualified purchaser" as
provided in Section 2(a)(51)(c) of the Investment Company Act of 1940 and the rules and
regulations thereunder?
Yes ? No ?
(5) ERISA INFORMATION. Please indicate which one or more of the
following is applicable to the Investor.
(a) The Investor is a pension, profit-sharing, annuity or employee benefit plan
(a "Plan") described in ERISA, whether or not subject to ERISA, or a "plan" as defined in
Section 4975(e)(i) of the Code, or the Investor is an entity whose underlying assets include Plan
assets by reason of investments by "benefit plan investors" as defined under Section 3(42) of
ERISA. X
If the answer to question 5(a) is "Yes," is the Investor subject to ERISA?
Yes ? No X
If the Investor is an entity whose underlying assets include plan assets by reason
of investments by benefit plan investors under Section 3(42) of ERISA, indicate the percentage
of the entity held by benefit plan investors:
(b) If the Investor is acquiring the Units as a trustee or custodian for an
Individual Retirement Account, the Investor is a qualified IRA custodian or trustee. ?
(c) The Investor is acquiring the Units with funds that constitute, directly or
indirectly, assets of any employee benefit plan subject to ERISA or to Section 4975 of the Code.
(d) The Investor is subject to ERISA. ?
(6) OPPORTUNITY TO VERIFY INFORMATION. The Partnership, the
General Partner and the Advisor have answered all inquiries posed by the Investor concerning
the Partnership and/or investment in the Units, have provided all information regarding the
Partnership and the Units that the Investor has requested, and have provided the Investor an
opportunity to pose such questions and request such information.
(7) DUE ORGANIZATION. It has been duly formed and is validly existing
under the laws of the state or other jurisdiction of its organization with full authority to invest in
the Partnership; its chief executive office and principal place of business are as set forth on the
signature page to this Agreement; its purchase of the Units in accordance with the terms of this
Agreement, the Partnership Agreement and the Memorandum has been authorized by all
necessary corporate or other action; no proceedings exist for its merger, reorganization or
dissolution; its purchase of the Units, and its actions thereto related, will not violate its
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organizational documents, or any agreement, instrument or restriction or any statute, regulation,
court or agency order to which it is a party or by which it or its assets are bound; and each of
this Agreement and the related agreements required to be signed in connection herewith have
been validly authorized and executed by it and each constitutes its binding and valid obligation,
enforceable against it in accordance with its terms.
(8) INVESTMENT INTENT. It is acquiring the Units on its own behalf, for
investment and not with a view to resale or redistribution in whole or in part.
(9) LIMITED TRANSFERABILITY. It understands that it must bear the
economic risk of this investment for an indefinite period of time; that the Units are being offered
only to qualified investors pursuant to an exemption from the registration requirements of the
Act and that even if resale of the Units is otherwise permitted by the Partnership Agreement, no
resale of the Units may be made unless the Units are subsequently registered under the Act or
an opinion of counsel states that an exemption from such registration is available.
(10) NO RELIANCE. It has not relied in connection with the investment in the
Units upon any representations, warranties, agreements or statements other than those set
forth in this Agreement, the Partnership Agreement or the Memorandum, including but not
limited to any statement, recommendation or advice of the Advisor, the Partnership, the General
Partner, John Hancock Distributors LLC, or any of their respective affiliates or any
representative of the same.
(11) KNOWLEDGE AND EXPERIENCE. Please indicate yes or no.
(a) It is experienced in making and has made investments of a type
similar to that of the Units in the past.
X yes no
(b) It has purchased, on one or more occasions in the past, privately
placed restricted securities.
X yes no
(12) NO NEED FOR LIQUIDITY. It has no need for liquidity in connection with
its purchase of the Units.
(13) NO BORROWINGS. It has not borrowed any portion of its contribution to
the Partnership, either directly or indirectly, from the Partnership, the Advisor or any affiliate of
the foregoing.
(14) (a) PATRIOT ACT REPRESENTATIONS. The funds to be used to pay
the Unit Price by the Investor are not directly or indirectly derived from activities that may
contravene federal, state or international laws and regulations, including anti-money laundering
laws and regulations. The Investor is not, nor is any affiliate of the Investor, a Prohibited Person
(as defined below) and to the extent the Investor is acting as agent or nominee for any person in
connection with this Agreement, or otherwise has beneficial owners that are not disclosed to the
Partnership or the Advisor, (i) it has carried out due diligence to establish the identities of such
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beneficial owners and (ii) based on such due diligence, the Investor reasonably believes that no
such beneficial owners are Prohibited Persons.
The foregoing representations and warranties are understood to be relied upon by the
Partnership and the Advisor and shall survive indefinitely, and the Investor agrees to promptly
notify the Advisor in writing if any of the foregoing representations and warranties shall no
longer be true and correct.
"Prohibited Persons" means (i) persons, entities or organizations listed in Executive
Order No. 13224 (September 23, 2001, Executive Order Blocking Property and Prohibiting
Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism) and any
related legislation or similar Executive Orders (ii) persons, entities or organizations named on
the List of Specially Designated Nationals and Blocked Persons maintained by the Office of
Foreign Assets Control ("OFAC"), Department of Treasury, as such list may be amended from
time to time, or any similar list maintained or administered by OFAC, (iii) any senior foreign
political figure, and member of a senior foreign political figure's immediate family or any close
associate of a senior foreign political figure, unless the Advisor, after being specifically notified
by the Investor in writing that it is such a person, entity or organization, conducts further due
diligence, and determines that the relationship between such person and the Investor does not
affect the operations of the Partnership or the Advisor's ability to perform its duties as advisor to
the Partnership or (iv) any foreign bank which does not have physical presence in any country.
(b) PATRIOT ACT COVENANTS. The Investor shall, in connection with its
obligations under this Agreement, comply with all provisions applicable to it of the Trading with
the Enemy Act (50 U.S.C. App §1 et. seq.), the foreign asset control regulations of the United
States Treasury Department (31 CFR, Subtitle B, Chapter V) and any enabling legislation or
Executive Order relating thereto and the anti-money laundering provisions of Title III of Public
Law 107-56 (October 26, 2001, the USA PATRIOT ACT).
(15) U.S. PERSON. check here if true: ; the Investor is a United States
person within the meaning of Section 7701 of the Internal Revenue Code of 1986, (the "Code")
(i.e., is not any of the following (as defined in the Code): a nonresident alien individual, foreign
partnership, foreign corporation, foreign estate, foreign trust, other foreign entity or organization,
or grantor trust having a foreign person as an owner).
(16) FOR RESIDENTS OF MASSACHUSETTS:
THE UNITS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS
OF THE COMMONWEALTH OF MASSACHUSETTS AND MAY NOT BE SOLD OR
TRANSFERRED UNLESS THE UNITS ARE SUBSEQUENTLY REGISTERED UNDER SUCH
LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
IV. Conditions to the Closing.
The Investor's obligation to purchase and pay for the Units is subject to the fulfillment, to
the Investor's satisfaction, prior to or at the Closing, of the following conditions:
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(1) The Advisor, the General Partner and the Partnership shall have
performed and complied with all agreements and conditions required by this Agreement and the
Memorandum to be performed or complied with by it prior to or at the Closing.
(2) All proceedings, documents and instruments incident to the transactions
contemplated hereby shall be satisfactory to the Investor and the Investor shall have received
all such counterpart originals or certified or other copies of such documents as it may
reasonably request.
The obligation of the Partnership to sell and accept payment for the Units is subject to
the fulfillment, to the Partnership's, the General Partner's and the Advisor's satisfaction, prior to
or at the Closing, of the following condition:
The Partnership shall have received and accepted Subscription Agreements for
at least 1,000 Units on or before the Closing (which may include this Agreement).
V. General.
(1) This Agreement (i) shall be binding upon the Investor and its successors
and assigns, (ii) shall inure to the benefit of the Partnership and its successors and assigns and
(iii) and its validity and the validity of any of its terms or provisions, as well as the rights and
duties of the parties to this Agreement, shall be governed by the laws of the State of Florida
(without regard to any conflict of laws provisions) to the extent such laws have not been
preempted by applicable federal law. Any action at law or in equity to enforce or interpret the
provisions of this Agreement shall be brought in a federal or state court of competent jurisdiction
in Pinellas County, Florida. Each party agrees that any such court shall have in personam
jurisdiction over it and consents to service of process in any manner authorized by Florida law.
(2) Except as provided in Section II, and in the Delivery Instructions
accompanying this Agreement, all communications from the Partnership to the Investor or from
the Investor to the Partnership shall be in writing, and shall be deemed effective when delivered
in person or sent by a nationally recognized overnight courier, if to the Investor, addressed to
the Investor at its address then appearing on the records of the Partnership or if to the
Partnership, addressed to:
Hancock Timberland XI LP
c/o Hancock Natural Resource Group, Inc.
99 High Street, 26th Floor
Boston, Massachusetts 02110-2320
Attn: Tim Cayen
or such other address of which the Partnership or the Advisor notifies the Investor.
(3) If the Investor acquires any additional Units, all applicable representations
and warranties made herein shall be deemed to have been made by the Investor with respect to
such interests or obligations.
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(4) If any provision of this Agreement is invalid or unenforceable under any
applicable law, then such provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform with such applicable law. Any provision
hereof which may be held invalid or unenforceable under any applicable law shall not affect the
validity or enforceability of any other provision hereof.
(5) All agreements, representations and warranties contained herein or made
in writing by or on behalf of either party hereto in connection herewith shall survive the
execution and delivery of this Agreement and the sale and purchase of the Units.
(6) This Agreement and all terms hereof may be changed, waived,
discharged or terminated only with the written consent of the Investor and the Partnership.
(7) This Agreement may be executed in any number of counterparts, each of
which shall be an original but all of which taken together shall constitute one agreement.
(8) The headings in this Agreement are for convenience of reference only,
and shall not limit or otherwise affect the meaning hereof.
(9) Neither this Agreement nor any amounts paid or payable as Unit Price
hereunder by the Investor may be assigned by the Advisor, the General Partner or the
Partnership without the consent of the Investor.
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SUBSCRIPTION AGREEMENT SIGNATURE PAGE
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the 15th
day of February, 2011.
BOARD OF TRUSTEES OF THE EMPLOYEES'
PENSION PLAN OF THE CITY OF
CLEARWATER, FLORIDA
By:
Frank V. Hibbard
Chairperson
Approved as to form: Attest:
Stuart A. Kaufman Rosemarie Call
Pension Attorney City Clerk
Investor Tax Identification No. 596000289
Telephone Number: (727)562-4532
FORM OF ENTITY:
X_ Corporation Investor's Principal Business
Partnership and Chief Executive Office
Trust Address:
Other, specify:
112 South Osceola Avenue
Clearwater, Fl 33756
Investor's Jurisdiction of Organization or Formation:
State of Florida
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Aggregate Subscription for Units:
US$8,000,000
All payments of distributions (all payments will be made in U.S. dollars) will be made by wire
transfer.
Wire Account Information:
Acct. Name: City of Clearwater - Cash Account
Acct. No.: 2616542
Bank Name: Northern Trust
ABA number: 071000152
FFC Name:
FFC number:
Please send all original correspondence to (check one):
_ the above address; or
X the following address:
Finance Director
City of Clearwater
PO Box 4748
Clearwater, FL 33758-4748
Interested party information
Name:
Title (if applicable):
Company (if applicable):
Address:
Address:
Phone:
Email:
Relationship to Investor (legal advisor, trustee, agent, consultant, etc.)
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Please send the following reports:
capital call notices
distribution notices
financial statements
copies of tax forms upon request (K-1's, etc.)
all correspondence
Please attach a separate page for additional interested parties.
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SUBSCRIPTION AGREEMENT SIGNATURE PAGE
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the 15th_
day of February, 2011.
BOARD OF TRUSTEES OF THE EMPLOYEES'
PENSION PLAN OF THE CITY OF
CLEARWATER, FLORIDA
By:
Frank V. Hibbard
Chairperson
Approved as to form: Attest:
Stuart A. Kaufman Rosemarie Call
Pension Attorney City Clerk
FORM OF ENTITY:
_X Corporation Investor's Principal Business
Partnership and Chief Executive Office
Trust Address:
Other; specify: 112 South Osceola Avenue
Clearwater, Fl 33756
Investor's Jurisdiction of Organization or Formation:
State of Florida
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Aggregate Subscription for Units:
US$8,000,000
All payments of distributions (all payments will be made in U.S. dollars) will be made by wire
transfer.
Wire Account Information:
Acct. Name: City of Clearwater - Cash Account
Acct. No.: 2616542
Bank Name: Northern Trust
ABA number: 071000152
FFC Name:
FFC number:
Please send all original correspondence to (check one):
_ the above address; or
X the following address:
Finance Director
City of Clearwater
PO Box 4748
Clearwater, FL 33758-4748
Interested party information
Name:
Title (if applicable):
Company (if applicable):
Address:
Address:
Phone:
Email:
Relationship to Investor (legal advisor, trustee, agent, consultant, etc.)
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Please send the following reports:
capital call notices
distribution notices
financial statements
copies of tax forms upon request (K-1's, etc.)
all correspondence
Please attach a separate page for additional interested parties.
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HANCOCK TIMBERLAND XI LP
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT SIGNATURE PAGE
The undersigned, having received and reviewed the Confidential Private Placement
Memorandum of Hancock Timberland XI LP dated December 9, 2010, as amended (the
"Memorandum"), and the Amended and Restated Limited Partnership Agreement of Hancock
Timberland XI LP (the "Partnership Agreement"), hereby becomes a party to the Partnership
Agreement and agrees to all of the terms and provisions of the Partnership Agreement and to
be bound by all of its terms and provisions.
Executed this 15th day of February, 2011.
LIMITED PARTNER:
BOARD OF TRUSTEES OF THE EMPLOYEES'
PENSION PLAN OF THE CITY OF
CLEARWATER, FLORIDA
By:
Frank V. Hibbard
Chairperson
Approved as to form: Attest:
Stuart A. Kaufman Rosemarie Call
Pension Attorney City Clerk
GENERAL PARTNER:
John Hancock Timber Resource
Corporation
fB1236635; 2)
By: _
Name:
Title:
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