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US GOVERNMENT BUILDING OPEN-END FEEDER 1 LP - SUBSCRIPTION DOCUMENTSUS GOVERNMENT BUILDING OPEN -END FEEDER 1, LP (A Delaware Limited Partnership) SUBSCRIPTION DOCUMENTS ACTIVE/42580260.11 US GOVERNMENT BUILDING OPEN -END FEEDER 1, LP SUBSCRIPTION INSTRUCTIONS Please find the following materials (the "Subscription Documents ") that are enclosed with or attached to these Subscription Instructions: 1. Limited Partnership Agreement (the "Partnership Agreement ") of US Government Building Open -End Feeder 1, LP (the "Partnership "); 2. Limited Partner Signature Page to the Partnership Agreement; 3. Subscription Agreement of the Partnership (the "Subscription Agreement "). To subscribe for a limited partnership interest in the Partnership, a prospective investor (the "Subscriber ") must review each of the Subscription Documents and complete and return certain of the Subscription Documents as instructed below. 1. Sign and date two (2) copies of the Limited Partner Signature Page to the Partnership Agreement, which page follows these Subscription Instructions. 2. Read the Subscription Agreement in its entirety and complete: a. The Subscriber Information requested on Attachment A; b. The information regarding the Subscriber's status as an employee benefit plan investor requested on Attachment B; c. The information regarding the Subscriber's status as an "accredited investor" requested on Attachment C; d. The information regarding the applicability of Regulation S under the U.S. Securities Act of 1933 to the Subscriber requested on Attachment D; e. The information regarding the applicability of Rules 506(d) and 506(e) under the U.S. Securities Act of 1933 requested on Attachment E; f. The information regarding the Subscriber's status as an investment company requested on Attachment F; g. The information regarding the Subscriber's status as a "qualified purchaser" requested on Attachment G; h. The information regarding the Subscriber's status as a "qualified client" requested on Attachment H; i. The information regarding the Subscriber's status as a "municipal entity" or an "obligated person" for purposes of the rules governing registration as a Municipal Advisor requested on Attachment I; ACTIVE/42580260.I 1 J. The information relating to the identity of the Subscriber for tax purposes requested on Attachment J; k. The information regarding the Subscriber's tax status and beneficial ownership for U.S. federal income tax purposes requested on Attachment K; 1. The information regarding UBTI Reporting on Attachment L; and m. If required by Section 3.23 of the Subscription Agreement, the Domestic Grantor Trust Certification included as Attachment M. 3. Sign and date two (2) copies of the Subscriber signature page on page S -1 of the Subscription Agreement. 4. Send to the address below one (1) fully- executed and completed copy of the foregoing by electronic mail and two (2) fully executed and completed copies by overnight courier to: Goodwin Procter LLP The New York Times Building 620 Eighth Avenue New York, NY 10018 Attention: Melissa K. Lang Electronic mail: mlang @goodwinprocter.com If you have any questions concerning the completion of the Subscription Documents, please contact Paul D. Schwartz of Goodwin Procter LLP at 617 -570 -1422 or Melissa K. Lang of Goodwin Procter LLP at 212 - 459 -7218. 5. The Subscriber will also need to complete the Subscriber Financial Information (including IRS Form W -9 and a FIRPTA Certificate), which will be sent directly to the Subscriber by the Partnership following receipt of executed Subscription Documents and should be returned directly to the Partnership in accordance with its instructions. ACTIVE/42580260.11 US Government Building Open -End Feeder 1, LP Amended and Restated Limited Partnership Agreement Limited Partner Signature Page The undersigned Subscriber, desiring to become a Limited Partner of US Government Building Open -End Feeder 1, LP, a Delaware limited partnership (the "Partnership "), hereby becomes a party to the Amended and Restated Limited Partnership Agreement of the Partnership to which US Government Building GP, LLC, a Delaware limited liability company, is a party as the General Partner. The Subscriber hereby agrees to all the provisions of said Amended and Restated Limited Partnership Agreement, and agrees that this signature page may be attached to any counterpart copy of said Amended and Restated Limited Partnership Agreement. Name of Subscriber: Board of Trustees of the Employees' Pension Fund of the City of Clearwater, Florida By: 49,011( rAttoi Print Name: George N. Cretekos Title: Chairperson Date: May 18, 2015 US GOVERNMENT BUILDING OPEN -END FEEDER 1, LP SUBSCRIPTION AGREEMENT The undersigned (the "Subscriber ") hereby agrees with US Government Building Open -End Feeder 1, LP, a Delaware limited partnership (the "Partnership ") and US Government Building GP, LLC, a Delaware limited liability company (the "General Partner "), its general partner, as set forth below. Capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Amended and Restated Limited Partnership Agreement of the Partnership (as amended and/or restated and in effect from time to time, the "Partnership Agreement "). 1. Subscription. The Subscriber hereby subscribes for a limited partnership interest in the Partnership (the "Interest ") in accordance with and subject to the terms, provisions and conditions set forth herein and in the Partnership Agreement and, in connection therewith, agrees to become a limited partner (a "Limited Partner ") of the Partnership subject to acceptance of this Subscription Agreement. 2. Acceptance /Rejection of Subscription; Payment. Acceptance of this Subscription Agreement shall be by the execution of this Subscription Agreement by the General Partner on behalf of the Partnership. The Subscriber understands that the General Partner reserves the right to reject the subscription evidenced by this Subscription Agreement in whole or in part for any reason whatsoever (the amount of the capital commitment, if any, accepted by the General Partner is specified on the Partnership's signature page hereto and is referred to herein as the Subscriber's "Subscription Amount "). In the event that this Subscription Agreement is rejected by the Partnership, the subscription of the Subscriber herein shall become null and void. Upon such rejection, the Subscriber shall have no further obligations to the Partnership, except for such obligations of confidentiality as the Subscriber has agreed to by acceptance of the Memorandum (as defined below). If the subscription evidenced by this Subscription Agreement is accepted by the General Partner, in whole or in part, the Subscriber shall be admitted to the Partnership as a Limited Partner on the date established by the Partnership. The Subscriber agrees to pay its Subscription Amount at the times and in the manner set forth in the Partnership Agreement. The Subscriber understands and agrees that, except as otherwise provided in the Partnership Agreement, the Subscriber may not make less than the full amount of any capital contribution required under the Partnership Agreement, and that default provisions with respect thereto, pursuant to which the Subscriber may suffer substantial adverse consequences are contained in the Partnership Agreement. 3. Acknowledgements, Representations, Warranties and Agreements. The Subscriber acknowledges, represents, warrants and agrees that the following statements are true as of the date hereof and will be true as of the date the Partnership admits the Subscriber to the Partnership as a Limited Partner, if ever, and on each date on which the Subscriber makes a capital contribution to the Partnership: 3.1 Subscriber Information. The Subscriber information specified by the Subscriber on Attachment A hereto is complete and correct. ACTIVE/42580260.11 3.2 Subscriber's Diligence. The Subscriber has been furnished with, and has carefully read, the confidential Private Placement Memorandum relating to the Partnership (as supplemented from time to time, the "Memorandum ") and the Partnership Agreement, and the Subscriber acknowledges and agrees that the Memorandum and the Partnership Agreement supersede any other offering materials previously made available to prospective investors. In considering his, her or its subscription, the Subscriber (i) has been given the opportunity to make a thorough investigation of the current and proposed activities of the Partnership, (ii) has been furnished with all materials relating to the Partnership and its proposed activities that the Subscriber has requested, (iii) has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any representations made or information conveyed to the Subscriber, and (iv) has been given the opportunity to ask questions of, and receive answers from, the General Partner concerning the terms and conditions and other matters pertaining to an investment in the Partnership. In considering his, her or its subscription, the Subscriber has not relied upon any representations made by, or other information (whether oral or written) furnished by or on behalf of, the Partnership, any placement agent (if applicable), or any director, officer, employee, agent or general partner of the Partnership or any Affiliate of such persons, other than as set forth in the Memorandum, this Subscription Agreement and the Partnership Agreement. "Affiliate" means, with respect to any individual or entity, any person, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with the individual or entity and "control" with respect to an entity means the power to exercise a controlling influence over the management or policies of such entity. The Subscriber recognizes that an investment in the Partnership involves certain risks and the Subscriber understands and accepts such risks. The Subscriber has carefully considered and has, to the extent he, she or it believes such discussion necessary, discussed with legal, tax, accounting, regulatory and financial advisers the suitability and potential risks of the subscription in light of his, her or its particular tax and financial situation, and has determined that the Interest is a suitable investment for him, her or it. 3.3 Subscriber's Sophistication. The Subscriber (either alone or together with any advisors retained by such Subscriber in connection with evaluating the merits and risks of the prospective investment in the Partnership) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of subscribing for the Interest, and is able to bear the economic risk of its investment in the Partnership for an indefinite period of time, including a complete loss of capital. The Subscriber's decision to invest in the Partnership was made in the state or other jurisdiction indicated on Attachment A hereto as the address of the Subscriber's primary contact. 3.4 Subscriber Not an Advisory Client. The Subscriber acknowledges that: (a) neither USAA Equity Advisors, Inc. (the "Manager ") nor any of its Affiliates nor any of their respective officers, employees or agents (each, a "Sponsor Party ") has acted for the Subscriber or advised the Subscriber in connection with the ACTIVE/42580260.11 Subscriber's subscription for the Interest; (b) accordingly, no Sponsor Party is responsible for providing the Subscriber with the protections afforded to clients of any Sponsor Party in connection with the Subscriber's subscription for the Interest; (c) no advisory services will be provided to the Subscriber and no duties will be owed to the Subscriber except in the Subscriber's capacity as a Limited Partner of the Partnership; and (d) the Subscriber has taken such advice from such other persons (if any) as the Subscriber considers appropriate. The Subscriber further acknowledges that Goodwin Procter LLP represents only the Partnership, the General Partner and the Manager, and not the Subscriber, in connection with the formation of the Partnership and the offer and sale of the Interest, and that the Subscriber should consult his, her or its own legal and tax advisors in connection therewith. 3.5 Subscription for Investment Only. The Interest is being subscribed to for the Subscriber's own account and not for the account of any other person, for investment only and not with a view to, or with any intention of, a distribution or resale thereof, in whole or in part, or the grant of any participation therein. 3.6 No Derivative Transactions. Unless otherwise agreed in a separate writing by the General Partner, the Subscriber has not entered and will not enter into: (i) a swap, structured note or other derivative instrument with a third party, the return from which is based in whole or in part on the return of the Partnership; or (ii) a variable annuity or insurance policy with a third party, the value of which is based in whole or in part on the return of the Partnership. 3.7 Employee Benefit Plan Status. The Subscriber understands that because it is the intent of the Partnership to operate in a manner such that the assets of the Partnership will not be "plan assets" subject to the provisions of Part 4 of Subtitle B of Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended ( "ERISA ") and /or Section 4975 of the Code, the Subscriber must provide the Partnership with information necessary for the General Partner to determine whether the Partnership will be subject to the provisions of ERISA. In this regard, the Subscriber makes the representations and warranties contained in Attachment B. 3.8 No Advisory Relationship to Partnership. Neither the Subscriber nor any of its Affiliates (i) has discretionary authority or control, or otherwise provides investment advice, with respect to the assets of the Partnership or (ii) provides investment advice for a fee (direct or indirect) with respect to the assets of the Partnership. 3.9 Not a Registered Offering; Accredited Investor Status. The Subscriber is fully aware that the offering and sale of limited partnership interests in the Partnership, including the Interest being acquired by the Subscriber, have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act "), or any applicable securities laws of any states or other jurisdictions and have been made in reliance upon federal and state exemptions for transactions not ACTIVE/42580260.11 involving a public offering. In furtherance thereof, the Subscriber represents and warrants that he, she or it is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D under the Securities Act (an "Accredited Investor ") and hereby makes the representations and warranties contained in Attachment C and Attachment D. The Subscriber acknowledges that at no time was the Subscriber presented with, or solicited by, any leaflet, public promotional meeting, newspaper or magazine article, radio or television advertisement or any other form of general advertising or general solicitation with respect to the Partnership. 3.10 Rule 506(d) and Rule 506(3) Compliance. The Subscriber, after due inquiry, represents and warrants that unless the Subscriber has indicated "Yes" to Question 10 on Attachment E and has make a separate written disclosure to the General Partner relating to the information requested by Attachment E, neither the Subscriber, nor any person who for purposes of Rule 506(d) and Rule 506(e) (collectively, the "Bad Actor Rule ") of the Securities Act beneficially owns or will beneficially own the Subscriber's interest in the Partnership is subject to any conviction, order, judgment, decree, suspension, expulsion or bar described in the Bad Actor Rule, whether it occurred or was issued before, on or after September 23, 2013, and agrees that it will notify the Partnership immediately upon becoming aware that the foregoing is not, or is no longer, complete and accurate in every material respect, including as a result of events occurring after the date of this Subscription Agreement. In furtherance thereof, the Subscriber represents and warrants that it has accurately answered the questions on Attachment E. 3.11 Restrictions on Transfer. The Subscriber understands that the Interest cannot be resold or transferred unless it is subsequently registered under the Securities Act and the applicable laws of any states or other jurisdictions, or unless an exemption from such registration is available. The Subscriber also understands that any transfer of the Interest, or any part thereof, is subject to certain restrictions set forth in the Partnership Agreement, including without limitation, approval by the General Partner. The Subscriber understands that the Interest will not be evidenced by a certificate subject to Article 8 of the Uniform Commercial Code. The Subscriber shall not engage in any hedging transactions involving the Interest. 3.12 Investment Company Act Representations, Qualified Purchaser Status. The Subscriber acknowledges that the Partnership has not been and will not be registered as an investment company under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act "). In furtherance thereof, the Subscriber hereby makes the representations and warranties contained in Attachment F and G. 3.13 Independent Decision; Power and Authority; No Conflicts. If the Subscriber is an entity: (i) it was not formed or recapitalized (e.g., through new investments made in the Subscriber solely for the purpose of financing its acquisition of the Interest ACTIVE/42580260.11 and not pursuant to a prior financial commitment) for the purpose of investing in the Partnership; (ii) its decision to purchase the Interest was made in a centralized fashion (e.g., by a board of directors, general partner, manager, trustee, investment committee or similar governing or managing body); (iii) it is not managed to facilitate the individual decisions of its beneficial owners regarding investments (including the purchase of the Interest); (iv) its shareholders, partners, members or beneficiaries, as applicable, did not and will not have any discretion to determine whether or how much of the Subscriber's assets are invested in any investment made by the Subscriber (including the Subscriber's purchase of the Interest), or have the ability individually to elect whether or to what extent such shareholder, partner, member or beneficiary, as applicable, will participate in the Subscriber's purchase of the Interest; (v) it is duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of organization or formation; (vi) the execution, delivery and performance by it of this Subscription Agreement and the Partnership Agreement are within its powers, have been duly authorized by all necessary corporate or other action on its behalf, require no action by or in respect of, or filing with, any governmental body, agency or official, except as has been previously obtained and is in full force and effect, and do not and will not contravene, or constitute a default under, any provision of applicable law or regulation or of its certificate of incorporation or other comparable organizational documents or any agreement, judgment, injunction, order, decree or other instrument to which the Subscriber is a party or by which the Subscriber or any of its properties is bound; and (vii) it has its principal place of business at the address set forth on Attachment A hereto. 3.14 Power and Capacity; No Conflicts. If the Subscriber is a natural person, the execution, delivery and performance by the Subscriber of this Subscription Agreement and the Partnership Agreement are within the Subscriber's legal right, power and capacity, require no action by or in respect of, or filing with, any governmental body, agency or official (except as has been previously obtained and is in full force and effect), and do not and will not contravene, or constitute a default under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree or other instrument to which the Subscriber is a party or by which the Subscriber or any of his or her assets is bound. 3.15 Due Execution; Binding Agreement. This Subscription Agreement and the Partnership Agreement have been duly executed and delivered by the Subscriber. This Subscription Agreement constitutes, and if the Subscriber is accepted as a limited partner of the Partnership, then the Partnership Agreement will constitute, valid and binding agreements of the Subscriber, enforceable against the Subscriber in accordance with their respective terms. 3.16 Pass - Through Entity. If the Subscriber is a partnership, grantor trust, S corporation or other entity treated as a pass - through entity for U.S. federal tax purposes (a "Pass- Through Entity "): (i) at no time will 50% or more of the value of any beneficial owner's direct or indirect interest in the Subscriber be attributable to the Subscriber's interest in the Partnership; (ii) at no time will 50% ACTIVE/42580260.11 or more of the Subscriber's value be attributable to the Subscriber's interest in the Partnership; and (iii) the Subscriber's beneficial owners are not investing in the Partnership through a Pass - Through Entity with a principal purpose of permitting the Partnership to satisfy the 100 - partner limitation set forth in Treasury Regulations Section 1.7704 -1(h) (regarding the private placement safe harbor from treatment as a publicly traded partnership). In addition, the Subscriber understands that the Partnership is not intended to be treated as a publicly traded partnership taxable as a corporation under the rules of Section 7704 of the Internal Revenue Code of 1986, as amended (the "Code "). Except as provided in the next sentence, the Subscriber hereby covenants and agrees that the Subscriber (i) is not currently making a market in its Interest and (ii) will not transfer its Interest on an established securities market or a secondary market (or the substantial equivalent thereof) within the meaning of Sections 469(k)(2) and 7704(b) of the Code (and any Treasury Regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or the Treasury Department promulgated or published thereunder). For purposes of compliance with the foregoing sentence, the Subscriber may disregard the application of all provisions within the Limited Partnership Agreement that allow or require the Subscriber to have any portion of its interests in the Partnership redeemed by the Partnership. If the Subscriber is an entity disregarded as separate from its owner for U.S. federal income tax purposes (a "Disregarded Entity ") and the first direct or indirect beneficial owner of the Subscriber that is not a Disregarded Entity (the "Subscriber's Owner ") is a Pass - Through Entity, the Subscriber represents and warrants that the representations in this Section 3.16 would be true if all references to "the Subscriber" were replaced with "the Subscriber's Owner." 3.17 Municipal Entity and Obligated Person Status. The Subscriber understands that the Subscriber must provide the Partnership with information necessary to determine whether the Subscriber is a "municipal entity" or an "obligated person" as those terms are defined in Section 15B(e) of the U.S. Securities Exchange Act of 1934, as amended, for purposes of compliance with the U.S. Securities and Exchange Commission's Municipal Advisor Rules. In this regard, the Subscriber makes the representations and warranties contained in Attachment I. 3.18 Privacy Rule. If the Subscriber is a natural person, he or she has received a notice regarding privacy of financial information under the U.S. Federal Trade Commission privacy rule, 16 C.F.R. Part 313 (the "Privacy Rule "), and agrees that the Interest is a financial product that the Subscriber has requested and authorized. In accordance with Section 14 of the Privacy Rule and Section 10 below, the Subscriber acknowledges and agrees that the Partnership may disclose nonpublic personal information of the Subscriber to the Partnership's accountants, attorneys and other service providers as necessary to effect, administer and enforce the Partnership and the Partners' rights and obligations. 3.19 Qualified Client. The Subscriber is a "qualified client," as defined in Rule 205 -3 under the Investment Advisers Act of 1940, as amended, and hereby makes the representations and warranties with respect thereto contained in Attachment H. ACTIVFJ42580260.11 3.20 Tax Owner. The Subscriber represents and warrants that the Subscriber will be the beneficial owner of the Interest to be acquired pursuant to this Subscription Agreement and is not acquiring the Interest on behalf of or as nominee, agent or representative for another person. If the Subscriber is an entity, the Subscriber makes the representations and warranties contained in Attachment J. 3.21 Information Relevant to Subsidiary REITs. The Subscriber makes the representations, warranties and covenants contained in Attachment K. 3.22 Information for UBTI Reporting. The Subscriber makes the representations and warranties contained in Attachment L. 3.23 Domestic Grantor Trust Certification. If the Subscriber (or if the Subscriber is a Disregarded Entity, Subscriber's Owner) is a Domestic Grantor Trust (as defined in Attachment M) the Subscriber makes the representations and warranties contained in Attachment M under penalties of perjury, on behalf of itself or the Subscriber's Owner, as applicable. 4. Tax Matters. 4.1 Acknowledgement of Withholding. The Subscriber acknowledges and agrees that under U.S. federal tax law (including Sections 1441, 1442, 1445, 1446, 1471, 1472, 1473 and 1474 of the Code), and possibly under applicable non -U.S. or U.S. state or local law, the Partnership and/or its subsidiaries must withhold tax with respect to certain transfers of property and /or other income or activities of the Partnership and /or its subsidiaries. In addition, backup withholding may be required in certain circumstances. 4.2 Documentation Relating to Withholding. The Subscriber certifies that the information contained in the executed copy (or copies) of IRS Form W -9, the FIRPTA Certificate and Attachments J through M when submitted to the Partnership will be true, correct and complete. The Subscriber shall (i) promptly inform the General Partner of any change in such information and (ii) furnish to the Partnership a new properly completed and executed form, certificate or attachment, as applicable, as may be required under the Internal Revenue Service instructions to such forms, the Code or any applicable Treasury Regulations or as may be requested from time to time by the Partnership. 4.3 Additional Tax Information. The Subscriber shall also promptly provide such information, documentation or certification as may be requested by the General Partner to determine whether withholding may be required with respect to the Subscriber's Interest in the Partnership or in connection with tax filings in any jurisdiction in which or through which the Partnership invests, directly or indirectly, including any information or certification required for the Partnership or its subsidiaries (or any other entity in which the Partnership directly or indirectly invests or any parallel fund or alternative investment vehicle) to comply ACTIVE/42580260.11 with any tax return or information filing requirements or to obtain a reduced rate of, or exemption from, any applicable tax, whether pursuant to the laws of such jurisdiction or an applicable tax treaty. Such information may include, without limitation, information regarding the ultimate beneficial owners of the Subscriber. The Subscriber hereby acknowledges and agrees that the General Partner may provide any such information, documentation or certifications to any applicable tax authority. 5. Anti -Money Laundering, Terrorist Financing and OFAC Representations. The Subscriber represents and warrants that the amounts paid or to be paid by it to the Partnership in respect of this Subscription Agreement are not directly, or to the Subscriber's knowledge indirectly, derived from activities that may contravene U.S. federal or state or non -U.S. laws or regulations, including laws and regulations governing money laundering and terrorist financing. The Subscriber also represents and warrants to, and agrees and covenants with, the Partnership, as of the date hereof and as of each subsequent date on which the Subscriber acquires any additional interest in the Partnership that, to the best of its knowledge, none of (i) the Subscriber, (ii) any person controlling or controlled by the Subscriber, (iii) if the Subscriber is a privately held entity, any person having a beneficial interest in the Subscriber, or (iv) any person for which the Subscriber is acting as agent or nominee in connection with this Subscription Agreement (those persons covered by (ii), (iii) and (iv) collectively being referred to as "Related Parties ") is named on any list of prohibited persons, entities or jurisdictions maintained and administered by the U.S. Treasury Department's Office of Foreign Assets Control ( "OFAC "), or otherwise covered by any other sanctions program administered by OFAC. The lists of OFAC prohibited persons, entities or jurisdictions can be found on the OFAC website at www.treas.gov /ofac and the Subscriber should review the website before making this representation. The Subscriber agrees promptly to notify the Partnership should the Subscriber become aware of any change in the information set forth in this Section 5. 6. Anti -Money Laundering, Terrorist Financing and OFAC Compliance. The Subscriber acknowledges that, to comply with anti -money laundering, OFAC and related requirements that are applicable to the Partnership, the General Partner may at any time require such information as the General Partner deems necessary to establish the identity of the Subscriber and any Related Parties and may seek to verify such identity and the source of funds for the subscription. If the General Partner deems it necessary, for other reasons, to comply with anti -money laundering, OFAC and related requirements applicable to the Partnership, including, without limitation, as a result of any delay or failure by the Subscriber or any Related Party to produce any information required for identification, identity verification and /or source -of -funds confirmation purposes, the General Partner, on behalf of the Partnership, may refuse to accept this Subscription Agreement and /or any portion or all of the subscription and may return any funds received to the account from which such funds were sent (unless such return is, in the judgment of the General Partner, contrary to applicable law or regulation or contrary to the dictate of law enforcement officials, in which case the funds may be blocked or retained). The Subscriber acknowledges that the General Partner may refuse to make any distribution or other payment to the Subscriber if the General Partner determines, ACTIVE/42580260.11 suspects, or is advised that such distribution or payment might result in a violation of any applicable anti -money laundering, OFAC or other laws or regulations by any person in any relevant jurisdiction, or such refusal is considered by the General Partner necessary or appropriate to ensure the compliance by the General Partner with any such laws or regulations in any relevant jurisdiction. The Subscriber acknowledges that the General Partner or the Partnership may be required to report transactions that raise suspicions of money laundering or OFAC violations and to disclose the identity of the Subscriber and any Related Parties to appropriate government authorities. The Subscriber agrees further that the Indemnified Persons (as defined in Section 9) shall be held harmless and indemnified against any loss, claim, cost, damage or expense (a) arising as a result of a failure to process any subscription or the refusal to make a distribution or other payment under terms of this Section 6, or (b) which the Partnership or the General Partner may suffer as a result of any violations of law, rule or regulation committed by the Subscriber. 7. Additional Information. The Subscriber agrees to supply any additional written information concerning the representations in this Subscription Agreement, or any other matter relevant to the compliance of the Partnership, the General Partner or the Manager with applicable law, that the General Partner may reasonably request from time to time. 8. Confirmation of Representations. The Subscriber shall (i) be deemed to have confirmed the accuracy of the representations in this Subscription Agreement, including the attachments hereto, to the Partnership as of the date the General Partner, on behalf of the Partnership, accepts this Subscription Agreement and each subsequent date on which the Subscriber acquires any additional interest in the Partnership or makes a capital contribution to the Partnership, (ii) promptly notify the Partnership if the Subscriber becomes aware that such representations are, at any time, inaccurate in any respect and (iii) furnish the Partnership with such updated information as may be necessary in order to ensure that the Subscriber's responses to all portions of this Subscription Agreement are, at all times, accurate and complete. 9. Indemnification. The Subscriber shall indemnify and hold harmless the Manager, the General Partner, the Partnership and their respective partners, members, directors, managers, officers, employees, agents, Affiliates, successors, heirs and assigns (collectively, the "Indemnified Persons ") from and against any losses, claims, damages, liabilities, costs or expenses to which any of them may become subject arising out of or based upon any false representation or warranty, or any breach of or failure to comply with any covenant or agreement, made by the Subscriber in this Subscription Agreement or in any other document furnished to the Partnership in connection with the Subscriber's acquisition of the Interest. The Subscriber will reimburse each Indemnified Person and the Partnership for their reasonable legal and other expenses (including the cost of any investigation and preparation) as they are incurred in connection with any action, proceeding or investigation arising out of or based upon the foregoing so long as prior to receiving any such reimbursement from the Subscriber, such Indemnified Person or the Partnership, as applicable, shall provide the Subscriber with a written undertaking to promptly repay to the Subscriber the amount of any such reimbursed expenses paid to it if it shall ultimately be determined that such Indemnified Person or the Partnership, as applicable, was not entitled to be indemnified by the Subscriber in connection with such ACTIVE/42580260.11 action, proceeding or investigation. The indemnity and reimbursement obligations of the Subscriber under this Section 9 shall be in addition to any liability which the Subscriber may otherwise have (including, without limitation, liability under the Partnership Agreement). 10. Disclosure of Information. The Subscriber consents to the disclosure by the Manager, the General Partner and the Partnership of the Subscriber's identity, investment in the Partnership and qualification to invest in the Partnership (e.g., the Subscriber's status as an Accredited Investor), as well as any relationship between the Subscriber and the General Partner or the Manager, (i) to the Manager and its Affiliates; (ii) to existing and prospective investors in the Partnership and any other investment funds, account or programs sponsored or managed by the Manager or its Affiliates; (iii) to any bank or other party with whom the Partnership has or intends to conduct business that has requested such information; (iv) to any regulatory authority having jurisdiction over the Manager, the Partnership, the General Partner, any Limited Partner or any of their respective Affiliates or any regulatory authority that requests such information in connection with any proposed investment or disposition of an investment; (v) in connection with any litigation or other dispute or otherwise as necessary or appropriate to enforce the terms of the Partnership Agreement; (vi) to any directors, officers, employees, agents, administrators, attorneys, accountants or other service providers of the Manager, the Partnership, the General Partner or any of their respective Affiliates; (vii) as required by any law, rule or regulation or in response to any subpoena or other legal process; and (viii) otherwise as the General Partner deems reasonably necessary for the conduct of the Partnership's business. 11. Subscription Not Transferable. Neither this Subscription Agreement nor the rights accruing pursuant to this Subscription Agreement shall be transferable without the General Partner's prior written consent, which consent may be withheld for any or no reason. 12. Binding Agreement. This Subscription Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Subscriber, subject to the requirements of Section 11, and, if accepted by the Partnership, shall be binding upon the Partnership's successors and assigns. 13. Survival. All of the agreements, representations and warranties made by the Subscriber in this Subscription Agreement, including its attachments, shall survive the execution of the Partnership Agreement by the Subscriber. 14. Account Information. The Subscriber elects to be paid all distributions and other amounts payable to the Subscriber by the Partnership in the form (either by wire transfer or check) and to the account or address indicated in writing to the General Partner. If no other election is made by the Subscriber, all distributions will be paid in the form of a check sent to the address indicated on Attachment A hereto. The Partnership is authorized to pay such distributions in such form until five (5) business days after it has received from the Subscriber, in writing, new payment instructions. None of the Indemnified Persons (as defined in Section 9 above) shall have any liability for any ACTIVE/42580260.11 distribution or payment paid in the manner and to the account or address elected by the Subscriber, or as subsequently modified in writing by the Subscriber. 15. Nominee or Custodian. The Subscriber is not acting as a nominee or custodian for another person in connection with its acquisition of the Interest. If the Subscriber wishes to acquire the Interest as a nominee or custodian for another person the Subscriber shall notify the General Partner in writing and provide such information as the General Partner may reasonably request regarding the Subscriber and the person for which the Subscriber is acting as nominee or custodian in order to determine the eligibility of such person to acquire the Interest. 16. FOIA Laws. The Subscriber represents that unless otherwise indicated on Attachment A (as properly modified from time to time) hereto, he, she or it is not a "FOIA Person," and agrees that he, she or it will immediately notify the Partnership in the event he, she or it is or otherwise becomes a FOIA Person at any time during the term of the Partnership. "FOIA Person" means (a) a person that is directly or indirectly subject to either Section 552(a) of Title 5, United States Code (commonly known as the "Freedom of Information Act ") or any similar federal, state, county or municipal public disclosure law, whether foreign or domestic; (b) a person that is subject, by regulation, contract or otherwise, to disclose Partnership information to a trading exchange or other market where interests in such Subscriber are sold or traded, whether foreign or domestic; (c) a pension fund or retirement system for a government entity, whether foreign or domestic; (d) a person who, by virtue of such person's (or any of its Affiliate's) current or proposed involvement in government office, is required to or will likely be required to disclose Partnership information to a governmental body, agency or committee (including, without limitation, any disclosures required in accordance with the Ethics in Government Act of 1978, as amended, and any rules and regulations of any executive, legislative or judiciary organization), whether foreign or domestic; (e) an agent, nominee, fiduciary, custodian or trustee for any person described in clauses (a) through (d) and (1) of this Section 16 if Partnership information provided to or disclosed to the Subscriber by the Partnership or the General Partner could at any time become available to such person described in clauses (a) through (d) or (f) of this Section 16; or (f) a person that is itself an investment fund or other entity that has any person described in clauses (a) through (e) of this Section 16 as a partner, member or other beneficial owner if Partnership information provided to or disclosed to the Subscriber by or on behalf of the Partnership or the General Partner could at any time become available to such person. 17. Waiver; Modification. Neither this Subscription Agreement nor any provision hereof may be waived, modified, discharged or terminated except by an instrument in writing signed by the party against whom such waiver, modification, discharge or termination is sought to be enforced. 18. Headings. Section and subsection headings used herein are for convenience of reference only, are not part of this Subscription Agreement and shall not be considered in interpreting this Subscription Agreement. ACTIVE/42580260.11 19. Integration. This Subscription Agreement and the Partnership Agreement constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior and contemporaneous agreements and understandings of the parties in connection therewith. No covenant, representation or condition not expressed in this Subscription Agreement or the Partnership Agreement shall affect, or be effective to interpret, change or restrict, the express provisions of this Subscription Agreement. 20. Separability. Each provision of this Subscription Agreement shall be considered separable and if for any reason any provision or provisions hereof are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Subscription Agreement that are valid and such invalid provision shall be deemed severed from the remainder of this Subscription Agreement and replaced with a valid provision as similar in intent as reasonably possible to the provision so severed. 21. Counterparts. This Subscription Agreement may be executed in counterparts with the same effect as if the parties executing the counterparts had all executed one counterpart. 22. Power of Attorney. The Subscriber hereby grants to the General Partner a special power of attorney, making, constituting and appointing the General Partner as the Subscriber's attorney -in -fact, with power and authority to act in the Subscriber's name and on the Subscriber's behalf to execute, acknowledge and swear to the execution, acknowledgment and filing of the Partnership Agreement as well as any other documents as shall be necessary to admit the Subscriber as a Limited Partner of the Partnership in accordance with the terms of the Partnership Agreement and this Subscription Agreement. This special power of attorney is a special power of attorney coupled with an interest, is irrevocable, and shall survive the death or legal incapacity of the Subscriber. The Subscriber hereby agrees with the General Partner and as separate agreements with each partner of the Partnership that the undersigned will comply with and observe all of the agreements and covenants of the Limited Partners contained in the Partnership Agreement as if the undersigned has been an original party thereto and as if the same were herein set out in full. In the event of conflict between the Partnership Agreement and any other document executed, acknowledged or filed pursuant to this power of attorney, the Partnership Agreement shall control. 23. Governing Law. This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. Unless waived in writing by the General Partner, the Subscriber agrees that only courts within the State of Delaware, whether state or federal, shall have jurisdiction of any disputes among the Partners arising, directly or indirectly, under or in connection with this Subscription Agreement or relating, directly or indirectly, to the Partnership. The Subscriber consents to the personal jurisdiction of such courts and agrees that service of process may be made upon the Subscriber by certified mail, return- receipt requested, or in any other manner permitted by law. The Subscriber agrees not to assert in any action brought in any such court that such action is brought in an inconvenient forum, or otherwise make any objection to venue. THE SUBSCRIBER HEREBY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY CAUSE OF ACTION ARISING ACTIVE/42580260.11 OUT OF THIS SUBSCRIPTION AGREEMENT AND ANY AND ALL RELATED DOCUMENTS AND AGREEMENTS. 24. Notices. Any notice, demand, request or other communication that may be required or contemplated herein shall be sufficiently given in accordance with Section 17.15 of the Partnership Agreement. 25. Changes to Partnership Agreement. The Subscriber acknowledges that the Partnership Agreement may be amended or modified after the Subscriber has delivered a signed counterpart of this Agreement to the General Partner and prior to the admission of the Subscriber as a limited partner. Unless the Subscriber has elected (by checking the appropriate box on its signature page) that this Section 25 not apply to the Subscriber, the Subscriber agrees that unless the Subscriber gives written notice to the General Partner within 5 business days of receiving any proposed changes to the form of Partnership Agreement previously delivered to the Subscriber electing to terminate the Subscriber's subscription, the Subscriber shall be deemed to have agreed to such changes in the Partnership Agreement and agrees that the Subscriber's signature pages to the Partnership Agreement may be attached to a form of Partnership Agreement reflecting those changes. [THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK.] ACTIVE/42580260.11 IN WITNESS WHEREOF, the foregoing Subscription Agreement is hereby executed by the undersigned as of this R 404' day of May , 2015. SUBSCRIBER: City of Clearwater Employees' Pension Fund (Name of Subscriber) By: 'CtIZINIV 'Akt0f Name: George N. Cretekos Title: Chairperson, Board of Trustees Approve ld as o F. m: Matthew Smith i ssistant Subscriber's name and address: Attest: City Atty Rosemarie Call, Ci City of Clearwater Employees' Pension Fund P.O. Box 4748 Clearwater, FL 33758 -4748 Is the party signing this document acting as a nominee or custodian for another person or entity? Yes No X Type of Person or Entity (e.g. individual, corporation, estate, revocable trust, irrevocable trust, partnership, exempt organization, IRA, nominee, custodian); if a nominee or custodian for another entity or organization, please also indicate the type of person or entity for which the party signing this document serves as nominee or custodian: Consent to receive notices by electronic transmission: Yes X No 0 Subscriber elects that Section 25 not apply to the Subscriber. Note: if the Subscriber checks this box, and the form of Partnership Agreement is revised after the Subscriber has submitted its subscription materials and before the Subscriber's subscription has been accepted, the Subscriber's subscription will not be accepted unless the Subscriber gives written notice to the General Partner approving the change in the Partnership Agreement. ACCEPTANCE The foregoing Subscription Agreement is hereby accepted, as of the date set forth below, upon the terms and conditions set forth herein and in the Partnership Agreement. PARTNERSHIP: US Government Building Open -End Feeder 1, LP, a Delaware limited partnership By: US Government Building GP, LLC, its sole general partner By: USAA Equity Advisors, Inc., its sole member By: Name: Title: Dated: , 20 Subscription Amount: The amount of capital commitment accepted by the General Partner (if less than the amount set forth on Attachment A as permitted by Section 2) is $ If the Partnership executes this Subscription Agreement and the preceding line is left blank, the General Partner has accepted the Subscriber's subscription for an Interest with a capital commitment in the amount set forth on Attachment A. ATTACHMENT A Suhscrihcr Information Name of Subscriber City of Clearwater Employees' Pension Fund Address of Subscriber P.O. Box 4748, Clearwater, FL 33758 -4748 Country of Residence / Jurisdiction of Organization United States Total Amount of Subscription (in $) $10,000,000.00 End Date of taxable year for U.S. federal income tax purposes (e.g., December 31) n/a Is Subscriber a FOIA Person? (See Section 16 of the Subscription Agreement) © Yes No Contact Information Name of Contact and Position or Title of Contact / Relationship to Subscriber Brian Jay Ravins Finance Director Address of Contact 100 S. Myrtle Avenue Clearwater, FL 33756 -5520 Telephone Number 727 -562 -4538 Facsimile Number 727 -562 -4535 E -Mail Address jay.ravins@myclearwater.com ACTIVE/42580260.11 Information for IIZS Form 1()65 item 1 O Check here if the Subscriber is a disregarded entity (as defined in Section 3.16), in which case the Subscriber should answer the question below as if each reference to the "Subscriber" were replaced with a reference to the "Subscriber's Owner" (as defined in Section 3.15). What type of person or entity is the Subscriber for federal income tax purposes? O An individual O A corporation O An estate El A trust O A partnership An exempt organization {See also Attachment L} O A foreign government For the avoidance of doubt, if the Subscriber is a limited liability company (LLC), enter the LLC's classification for federal income tax purposes (that is, a corporation, partnership or disregarded entity (see above)). Information re:larclin:1 Fund ol'Fund Status Is the Subscriber a "fund -of- funds "? O Yes {See Attachment F} No Information re State Taxes If Subscriber's state tax classification is different from its classification for federal income tax purposes as indicated above, please check the box below and explain the difference. O If Subscriber has a state tax residency or domicile please provide it here: (The Subscriber's state tax residency for trusts varies by state and may be based on several factors. Please consult your tax advisor.) ACTIVE/42580260.11 Supplemental Information Please choose one of the descriptions below that best describes the Subscriber or its beneficial owner: (Italicized terms are defined below.) An individual that is a United States person (including his or her trusts) An individual that is not a United States person (including his or her trusts) {See Attachment D} A broker - dealer An insurance company An investment company registered with the U.S. Securities and Exchange Commission. A Private fund {See Attachment F} A non - profit {See also Attachment L} A pension plan (excluding governmental pension plans) {See Attachment B} A banking or thrift institution (proprietary) A state or municipal government entity (excluding governmental pension plans) A state or municipal governmental pension plan {See Attachment B O A sovereign wealth fund or a foreign official institution O An investor that is not a United States person and about which the foregoing beneficial ownership information is not known and cannot reasonably be obtained because the beneficial interest is held through a chain involving one or more third -party intermediaries 17 Other ❑❑❑❑❑❑❑❑❑❑ Control Government Entity Private fund United States person The power, directly or indirectly, to direct the management or policies of a person, whether through ownership of securities, by contract, or otherwise. A person is presumed to control a corporation if the person: (i) directly or indirectly has the right to vote 25 percent or more of a class of the corporation's voting securities; or (ii) has the power to sell or direct the sale of 25 percent or more of a class of the corporation's voting securities. A person is presumed to control a partnership if the person has the right to receive upon dissolution, or has contributed, 25 percent or more of the capital of the partnership. A person is presumed to control a limited liability company ( "LLC ") if the person: (i) directly or indirectly has the right to vote 25 percent or more of a class of the interests of the LLC; (ii) has the right to receive upon dissolution, or has contributed, 25 percent or more of the capital of the LLC; or (iii) is an elected manager of the LLC. A person is presumed to control a trust if the person is a trustee or directs or manages (or who participates in directing or managing) the affairs of the trust. Any state or political subdivision of a state, including (i) any agency, authority, or instrumentality of the state or political subdivision; (ii) a plan or pool of assets controlled by the state or political subdivision or any agency, authority, or instrumentality thereof; and (iii) any officer, agent, or employee of the state or political subdivision or any agency, authority, or instrumentality thereof, acting in their official capacity. Any issuer that would be an investment company as defined in section 3 of the Investment Company Act of 1940 but for section 3(c)(1) or 3(c)(7) of that Act. Has the meaning provided in rule 203(m) -1 under the Advisers Act, which includes any natural person that is resident in the United States. ACTIVE/42580260.11 ATTACHMENT B EMPLOYEE BENEFIT PLAN STATUS The Subscriber represents and warrants as follows (please check all boxes that apply): The Subscriber is purchasing the Interest with funds that constitute the assets of: ❑ an "employee benefit plan" as defined in Section 3(3) of the U.S. Employee Retirement Income Security Act of 1974, as amended ( "ERISA "), that is subject to Title I of ERISA (including non- governmental U.S. pension plans); O an "employee benefit plan" as defined in Section 3(3) of ERISA that is not subject to either Title I of ERISA or Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the "Code ") (including a governmental plan, non - electing church plan or non -U.S. plan). The Subscriber hereby represents and warrants that (a) its investment in the Partnership: (i) does not violate and is not otherwise inconsistent with the terms of any legal document constituting or governing the employee benefit plan; (ii) has been duly authorized and approved by all necessary parties; and (iii) is in compliance with all applicable laws, rules and regulations and (b) neither the Partnership nor any person who manages the assets of the Partnership will be subject to any laws, rules or regulations applicable to such Subscriber solely as a result of the investment in the Partnership by such Subscriber; ❑ a plan that is subject to Section 4975 of the Code (including an individual retirement account or IRA); ❑ an entity (including, if applicable, an insurance company general account) whose underlying assets include "plan assets" of one or more "employee benefit plans" that are subject to Title I of ERISA and /or one or more "plans" that are subject to Section 4975 of the Code by reason of the investment in such entity, directly or indirectly, by such employee benefit plans or plans. The Subscriber represents and warrants that the percentage of equity interests in the Subscriber held by such employee benefit plans or plans (the "BPI Percentage ") does not exceed, and is not expected to exceed, the percentage set forth below: %. If the Subscriber is such an entity and does not provide the foregoing percentage, such percentage shall be assumed to be 100 %. If the BPI Percentage at any time exceeds, or is expected to exceed, the foregoing ACTIVE/42580260.11 percentage, the Subscriber will promptly notify the General Partner of such circumstance. ❑ an entity (a) that is a group trust within the meaning of Revenue Ruling 81 -100, a common or collective trust fund of a bank or an insurance company separate account and (b) that is subject to Title I of ERISA and/or Section 4975 of the Code. ❑ The Subscriber is not purchasing the Interest with funds that constitute the assets of any of the above. If the Subscriber is an employee benefit plan subject to Title I of ERISA and/or Code Section 4975 (including an IRA) (a "Plan"), the Subscriber hereby represents and warrants that the person who directed the Plan's investment in the Partnership (i) is responsible for the decision to invest in the Partnership; (ii) is qualified to make such investment decision and to the extent it deems necessary has consulted its own investment advisors and legal counsel regarding the investment in the Partnership; (iii) in making its decision to invest in the Partnership has not relied on any advice or recommendation of the Manager, the Partnership, the General Partner or any of their respective Affiliates; and (iv) will not engage in any non - exempt, direct or indirect, prohibited transaction described in ERISA Section 406 or in Section 4975 of the Code in connection with or as a result of an investment in the Partnership. ACTIVE/42580260.11 ATTACHMENT C ACCREDITED INVESTOR STATUS The Subscriber represents and warrants that he, she or it is an "accredited investor" (an "Accredited Investor ") as such term is defined in Rule 501(a) of Regulation D under the U.S. Securities Act of 1933, as amended (the "Securities Act "), for one or more of the reasons specified below (please check all boxes that apply): For Natural Persons ❑ The Subscriber is a natural person and (please check all boxes that apply): ❑ has an individual net worth (determined by subtracting total liabilities from total assets), or joint net worth with the Subscriber's spouse, in excess of $1,000,000; (excluding Subscriber's primary residence and indebtedness thereon up to the gross value of such residence, except that if the amount of such indebtedness outstanding at the time of Subscriber's admission to the Partnership exceeds the amount of such indebtedness outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability in the determination of Subscriber's net worth); and/or ❑ had an individual income in excess of $200,000 (or a joint income together with the Subscriber's spouse in excess of $300,000) in each of the two most recently completed calendar years, and reasonably expects to have an individual income in excess of $200,000 (or a joint income together with the Subscriber's spouse in excess of $300,000) in the current calendar year. For Entities X The Subscriber is an entity and (please check all boxes that apply): ❑ is a corporation, partnership, limited liability company, Massachusetts or similar business trust or organization described in Section 501(c)(3) of the U.S. Internal Revenue Code of 1986, as amended, not formed for the specific purpose of acquiring interests in the Partnership that has total assets in excess of $5,000,000; ❑ is a bank as defined in Section 3(a)(2) of the Securities Act, a savings and loan association, or other institution defined in Section 3(a)(5)(A) of the Securities Act acting in either its individual or fiduciary capacity (this includes a trust for which a bank acts as trustee and exercises investment discretion with respect to the trust's decision to invest in the Partnership); ❑ is a broker dealer registered pursuant to Section 15 of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act "); ACTIVE/42580260.11 ❑ is an insurance company as defined in Section 2(a)(13) of the Securities Act; ❑ is an investment company registered under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act "), or a business development company as defined in Section 2(a)(48) of the Investment Company Act; ❑ is a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the U.S. Small Business Investment Act of 1958, as amended; X is a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of employees, having total assets in excess of $5,000,000; ❑ is an employee benefit plan within the meaning of the U.S. Employee Retirement Income Security Act of 1974, as amended ( "ERISA "), (a) for which the investment decision to acquire an interest in the Partnership is being made by a plan fiduciary, as defined in Section 3(21) of ERISA, that is either a bank, savings and loan association, insurance company, or registered investment adviser, (b) which has total assets in excess of $5,000,000, or (c) which is self - directed, with the investment decisions made solely by persons who are Accredited Investors; ❑ is a private business development company as defined in Section 202(a)(22) of the U.S. Investment Advisers Act of 1940, as amended; ❑ is a trust not formed for the specific purpose of acquiring interests in the Partnership with total assets in excess of $5,000,000 and directed by a person who has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of investing in the Partnership; ❑ is a revocable trust (including a revocable trust formed for the specific purpose of acquiring an interest in the Partnership) and the grantor or settlor of such trust is an Accredited Investor; and/or ❑ is an entity in which each equity owner is an Accredited Investor. ACTIVE/42580260.11 ATTACHMENT D APPLICABILITY OF REGULATION S UNDER THE SECURITIES ACT TO THE SUBSCRIBER The Subscriber represents and warrants that (please check the appropriate box): ❑ The Subscriber (i) has a principal address outside the United States, (ii) was located outside the United States at the time the offer to buy the Interest was made and at the time the order to buy the Interest originated, (iii) is not a "U.S. Person" as such term is defined in Rule 902(k) of Regulation S under the Securities Act (a "U.S. Person ") and (iv) is not acquiring the Interest for the account or benefit of any U.S. Person. The Subscriber is acquiring the Interest for the Subscriber's own account or for the account of one or more other non -U.S. Persons for investment only and not with a view to, or with any intention of, a distribution or resale thereof, in whole or in part, or the grant of any participation therein. X The Subscriber (i) is a U.S. Person or (ii) was located in the United States at the time the offer to buy the Interest was made and at the time the order to buy the Interest originated, or (iii) is acquiring the Interest for the account or benefit of a U.S. Person. ACTIVE/42580260.11 ATTACHMENT E Rule 506(d) and Rule 506(e) Compliance For purposes of this Attachment E, "Beneficial Owner" means any person who for purposes of Rule 506(d) and Rule 506(e) of the Securities Act beneficially owns or will beneficially own the Subscriber's interest in the Partnership. Please check all boxes that apply: 1. During the past ten years, has the Subscriber or any Beneficial Owner been convicted of any felony or misdemeanor (i) in connection with the purchase or sale of any security; (ii) arising out of the making of any false filing with the U.S. Securities and Exchange Commission (the "SEC "); or (iii) arising out of the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser, or paid solicitor of purchasers of securities? Yes ❑ No 2. Is the Subscriber or any Beneficial Owner subject to any court injunction or restraining order entered during the past five years that currently restrains or enjoins the Subscriber or any Beneficial Owner from engaging or continuing to engage in any conduct or practice (i) in connection with the purchase or sale of any security; (ii) involving the making of any false filing with the SEC; or (iii) arising out of the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser, or paid solicitor of purchasers of securities? Yes ❑ No 3. Is the Subscriber or any Beneficial Owner subject to any final order * of any governmental commission, authority, agency or officer ** related to any securities, insurance, or banking matter that either (a) currently bars the Subscriber or any Beneficial Owner from (i) associating with an entity regulated by such commission, authority, agency or officer; (ii) engaging in the business of securities, insurance or banking; or (iii) engaging in savings association or credit union activities; or (b) was entered within the past ten years based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct? Yes ❑ No * A "final order" is defined under Rule 501(g) as a written directive or declaratory statement issued by a federal or state agency described in Rule 506(d)(1)(iii) under applicable statutory authority that provides for notice and an opportunity for a hearing, and that constitutes a final disposition or action by such federal or state agency. ACTIVE/42580260.11 ** You may limit your response to final orders of (i) state securities commissions (or state agencies /officers that perform a similar function); (ii) state authorities that supervise or examine banks, savings associations, or credit unions; (iii) state insurance commissions (or state agencies /officers that perform a similar function); (iv) federal banking agencies; (v) the U.S. Commodity Futures Trading Commission; or (vi) the U.S. National Credit Union Administration. 4. Is the Subscriber or any Beneficial Owner subject to any SEC disciplinary order * ** that currently (i) suspends or revokes the Subscriber's or any Beneficial Owner's registration as a broker, dealer, municipal securities dealer, or investment adviser; (ii) places limitations on the Subscriber's or any Beneficial Owner's activities, functions, or operations; or (iii) bars the Subscriber or any Beneficial Owner from being associated with any particular entity or class of entities or from participating in the offering of any penny stock? * ** Yes ❑ No You may limit your response to disciplinary orders issued pursuant to Section 15(b) or 15B(c) of the Exchange Act or Section 203(e) or () of the Advisers Act. 5. Is the Subscriber or any Beneficial Owner subject to any SEC cease and desist order entered within the past five years that currently requires the Subscriber or any Beneficial Owner to cease and desist from committing or causing a violation or future violation of (i) any knowledge -based anti -fraud provision of the U.S. federal securities laws * * ** or (ii) Section 5 of the Securities Act? Yes ❑ No to Including (but not limited to) Section 17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b -5 thereunder, Section 15(c)(1) of the Exchange Act, and Section 206(1) of the Advisers Act, or any other rule or regulation thereunder. 6. Have the Subscriber or any Beneficial Owner been suspended or expelled from membership in, or suspended or barred from association with a member of, a registered national securities exchange or a registered national or affiliated securities association? Yes ❑ No ACTIVE/42580260.11 to 7. Have the Subscriber or any Beneficial Owner registered a securities offering with the SEC, made an offering under Regulation A or been named as an underwriter in any registration statement or Regulation A offering statement filed with the SEC that during the past five years was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is currently the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued? Yes ❑ No El 8. Is the Subscriber or any Beneficial Owner subject to a U.S. Postal Service false representation order entered within the past five years? Yes ❑ No io 9. Is the Subscriber or any Beneficial Owner currently subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the U.S. Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations? Yes ❑ No Ei If you answered "yes" to any of the preceding questions, please contact the Partnership to discuss the relevant facts and discuss whether a supplemental submission will be required. 10. Has the Subscriber made, or will the Subscriber make a supplemental submission to provide additional information relating to the questions on this Attachment? Yes ❑ No ACTIVE/42580260.11 Ili ATTACHMENT F INVESTMENT COMPANY STATUS The Subscriber represents and warrants as set forth below. 1. All Subscribers, please check one of the following four boxes: ❑ The Subscriber is a natural person. X The Subscriber is not an "investment company" within the meaning of the Investment Company Act and is not an entity that would be an "investment company" but for the exceptions provided in Sections 3(c)(1) or 3(c)(7) of the Investment Company Act. ❑ The Subscriber is an "investment company" within the meaning of the Investment Company Act or is an entity that would be an Investment Company but for the exceptions provided in Sections 3(c)(1) or 3(c)(7) of the Investment Company Act. (Note: If this box is checked and the Partnership is relying on Section 3(c)(1) of the Investment Company Act for an exemption from the definition of an "investment company, " then either the Subscriber's interest in the Partnership must be kept below 10% of the Partnership's outstanding interests, or the equity holders in the Subscriber must be taken into account in determining the number of equity holders in the Partnership for purposes of Section 3(c)(1).) ❑ The Subscriber is an entity that would be an "investment company" but for another exception under the Investment Company Act. Please describe: * * * * * * * * * * * * * * * * ** 2. All Subscribers, please check one of the following two boxes: X The Subscriber owns no interest in the Partnership other than the interest to be acquired pursuant to this Subscription Agreement; or ❑ The Subscriber owns interests in the Partnership other than the interest to be acquired pursuant to this Subscription Agreement. * * * * * * * * * * * * * * * * ** ACTIVE/42580260.11 3. All Subscribers that are entities, please check one of the following two boxes, if applicable. If the Subscriber is a corporation, trust, partnership, limited liability company or other organization or entity: X The Subscriber currently does not and will not invest more than 40% of its "committed capital" (including all amounts which have been contributed to the Subscriber by its shareholders, partners, members or other equity holders plus all amounts which such persons remain obligated to contribute to it) in the Partnership; or ❑ The Subscriber's interest in the Partnership immediately after the acquisition of interests pursuant to this Subscription Agreement represents % of the Subscriber's "committed capital," and the Subscriber has not been formed for the sole purpose of investing in the Partnership or circumventing the requirements of Section 3(c)(1) or 3(c)(7) of the Investment Company Act, as the case may be, for the following reasons: (Note: If the Subscriber cannot check the box in the immediately preceding paragraph, the Subscriber must describe all facts and circumstances to demonstrate that it was not formed for the specific purpose of investing in the Partnership. The Partnership may require additional information from the Subscriber.) * * * * * * * * * * * * * * * * ** 4. All Subscribers that are entities, please check one of the following two boxes, if applicable. If the Subscriber is a corporation, trust, partnership, limited liability company or other organization or entity: X The Subscriber was not formed or recapitalized (e.g., through new investments made in the Subscriber solely for the purpose of financing its acquisition of the Interest and not pursuant to a prior financial commitment) for the purpose of investing in the Partnership. ❑ The Subscriber was formed or recapitalized (e.g., through new investments made in the Subscriber solely for the purpose of financing its acquisition of the Interest and not pursuant to a prior financial commitment) for the purpose of investing in the Partnership. ACTIVE/42580260.11 ATTACHMENT G QUALIFIED PURCHASER STATUS 1. "Qualified Purchaser" means a person that is described in Section 1(a) through (g) below. Please mark each category applicable to the Subscriber (and if the Subscriber is an entity, please be sure to answer from the perspective of the entity itself). Please note that the Appendix to this Attachment G contains several important definitions applicable to this Attachment G, including the term "Investments." The Subscriber is: ❑ (a) A natural person who owns not less than $5,000,000 in Investments. For this purpose, Investments owned by the Subscriber include all Investments that are Subscriber's separate property and any Investments held jointly with the Subscriber's spouse, as community property or otherwise, but do not include Investments that are the separate property of Subscriber's spouse unless the Interest will be a joint investment of the Subscriber and the Subscriber's spouse. ❑ (b) A natural person who has discretionary investment authority with regard to at least $25,000,000 of Investments, including for this purpose solely the Subscriber's own Investments and Investments of third parties that are themselves accurately described by one or more paragraphs of this Section 1 (other than paragraph (h)). ❑ (c) A corporation, partnership, limited liability company, trust or other organization that: (i) was not organized or reorganized and is not operated for the specific purpose of acquiring the Partnership Interest or any other interest in the Partnership, and less than 40% of the assets of which will consist of interests in the Partnership (calculated as of the time of the Subscriber's execution of this Subscription Agreement and the Subscriber's admission to the Partnership); (ii) owns not less than $5,000,000 in Investments; and (iii) is owned directly or indirectly solely by or for two or more natural persons who are related as siblings or 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. ❑ (d) A trust: (i) that is not described in paragraph (c) of this Section 1; (ii) that was not organized or reorganized and is not operated for the specific purpose of acquiring the Partnership Interest or any other interest in the Partnership, and less than 40% of the assets of which will consist of interests in the Partnership (calculated as of the time of the Subscriber's execution of this Subscription Agreement and the Subscriber's admission to the Partnership); and (iii) with respect to which each of the settlors and other contributors of assets, trustees, and other authorized decision makers is a person described in paragraph (a), (b), (c) or (e) of this Section 1. X (e) An entity that: (i) was not organized or reorganized and is not operated for the specific purpose of acquiring the Interest or any other interest in the Partnership, ACTIVE/42580260.11 and less than 40% of the assets of which will consist of interests in the Partnership (calculated as of the time of the Subscriber's execution of this Subscription Agreement and the Subscriber's admission to the Partnership); and (ii) has discretionary investment authority with regard to at least $25,000,000 of Investments, whether for its own account or for the account of other persons that are themselves accurately described by one or more other paragraphs of this Section 1 (other than paragraph (h)). ❑ (f) A Qualified Institutional Buyer within the meaning of Rule 2a51 -1(g) under the Investment Company Act. Note that not all persons that are Qualified Institutional Buyers within the meaning of Rule 144A satisfy the definition in Rule 2a51 -1(g) under the Investment Company Act. Dealers described in paragraph (a)(1)(ii) of Rule 144A, must own and invest on a discretionary basis at least $25 million in securities of issuers that are not affiliated persons of the Subscriber. The following plans are not Qualified Institutional Buyers within the meaning of Rule 2a51 -1(g) under the Investment Company Act except with respect to investment decisions made solely by the fiduciary, trustee or sponsor of such plan: (i) 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, (ii) an employee benefit plan within the meaning of the Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended, or (iii) a trust fund whose trustee is a bank or trust company and whose participants are exclusively persons described in (d) or (e) of paragraph (a)(1)(i) of Rule 144A (but not a trust fund that includes individual retirement accounts or H.R. 10 plans as participants) ❑ (g) An entity, each and every beneficial owner of which is accurately described by one or more of the foregoing paragraphs of this Section 1 or is itself an entity each and every beneficial owner of which is accurately described by one or more of the foregoing paragraphs of this Section 1. If the Subscriber is a qualified purchaser solely for the reason described in this paragraph 1(g), a separate qualified purchaser questionnaire must be submitted for each beneficial owner of the Subscriber's securities. ❑ (h) NOT accurately described by any of the foregoing paragraphs of this Section 1. 2. If the Subscriber is a qualified purchaser solely for the reasons referenced in paragraphs 1(c) or 1(g), the Subscriber agrees to restrict direct and indirect transfers of beneficial interests in the Subscriber to, in the case of 1(c), qualified family members and, in the case of 1(g), qualified purchasers. 3. If the Subscriber is a company formed on or before April 30, 1996 that relies on the exceptions provided for in Section 3(c)(1) or 3(c)(7) of the Investment Company Act to be exempt from registration as an investment company under the Investment Company Act, the Subscriber hereby represents and warrants that all consents required under the Investment Company Act to the Subscriber's treatment as a qualified purchaser have been obtained. ACTIVE/42580260.11 Appendix to Attachment G Definitions 1. Investments. (a) The term "Investments" shall mean: (i) Securities, other than securities of an issuer that controls, is controlled by, or is under common control with, the Prospective Qualified Purchaser (as defined below in paragraph 1(i)(vi)) that owns such securities, unless the issuer of such securities is: paragraph 1(i)(iv)); (1) An Investment Vehicle (as defined below in (2) A Public Company (as defined below in paragraph 1(i)(vii)); or (3) A Company with shareholders' equity of not less than $50 million (determined in accordance with generally accepted accounting principles) as reflected on the Company's most recent financial statements, provided that such financial statements present the information as of a date within 16 months preceding the date on which the Prospective Qualified Purchaser acquires the securities of a Section 3(c)(7) Company (as defined below in paragraph 1(i)(ix)); (ii) Real estate held for investment purposes (as defined below in paragraph 1(b)); (iii) Commodity Interests (as defined below in paragraph 1(i)(i)) held for investment purposes (as defined below in paragraph 1(b)); (iv) Physical Commodities (as defined below in paragraph 1(i)(v)) held for investment purposes (as defined below in paragraph 1(b)); (v) To the extent not securities, financial contracts (as such term is defined in section 3(c)(2)(B)(ii) of the Investment Company Act) entered into for investment purposes (as defined below in paragraph 1(b)); (vi) In the case of a Prospective Qualified Purchaser that is a Section 3(c)(7) Company (as defined below in paragraph (i)(ix)), a Company that would be an Investment Company but for the exclusion provided by Section 3(c)(1) of the Investment Company Act or a commodity pool, any amounts payable to such Prospective Qualified Purchaser 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 Prospective Qualified Purchaser upon the demand of the Prospective Qualified Purchaser; and (vii) Cash and cash equivalents (including foreign currencies) held for investment purposes. For purposes of this section, cash and cash equivalents include: ACTIVE/42580260.11 (1) Bank deposits, certificates of deposit, bankers acceptances and similar bank instruments held for investment purposes; and (2) The net cash surrender value of an insurance policy. (b) Investment Purposes. For purposes of defining "Investments ": (i) Real estate shall not be considered to be held for investment purposes by a Prospective Qualified Purchaser (as defined below in paragraph 1(i)(vi)) if it is used by the Prospective Qualified Purchaser or a Related Person (as defined below in paragraph (i)(viii)) for personal purposes or as a place of business, or in connection with the conduct of the trade or business of the Prospective Qualified Purchaser or a Related Person, provided that real estate owned by a Prospective Qualified Purchaser 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. Residential real estate shall not be deemed to be used for such personal purposes if deductions with respect to such real estate are not disallowed by Section 280A of the Code. (ii) A Commodity Interest (as defined below in paragraph 1(i)(i)) or Physical Commodity (as defined below in paragraph 1(i)(v)) owned, or a financial contract entered into, by the Prospective Qualified Purchaser 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. (c) Valuation. For purposes of determining whether a Prospective Qualified Purchaser (as defined below in paragraph 1(i)(vi)) is a Qualified Purchaser, the aggregate amount of Investments owned and invested on a discretionary basis by the Prospective Qualified Purchaser shall be the Investments' fair market value on the most recent practicable date or their cost, provided that: (i) In the case of Commodity Interests (as defined below in paragraph (i)(i)), the amount of Investments shall be the value of the initial margin or option premium deposited in connection with such Commodity Interests; and (ii) In each case, there shall be deducted from the amount of Investments owned by the Prospective Qualified Purchaser the amounts specified in paragraphs (d) and (e) of this paragraph 1, as applicable. (d) Deductions. In determining whether any person is a Qualified Purchaser there shall be deducted from the amount of such person's Investments the amount of any outstanding indebtedness incurred to acquire or for the purpose of acquiring the Investments owned by such person. (e) Deductions: Family Companies. In determining whether a Family Company is a Qualified Purchaser, in addition to the amounts specified in paragraph (d) of this paragraph 1, there shall be 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. ACTIVE/42580260.11 (f) Joint Investments. 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 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 a Section 3(c)(7) Company (as defined below in paragraph 1(i)(ix)) 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). In each case, there shall be deducted from the amount of any such Investments the amounts specified in paragraph 1(d) above incurred by each spouse. (g) Investments by Subsidiaries. For purposes of determining the amount of Investments owned by a Company pursuant to this paragraph 1, there may be included Investments owned by majority -owned subsidiaries of the Company and Investments owned by a Company ( "Parent Company ") of which the Company is a majority -owned subsidiary, or by a majority -owned subsidiary of the Company and other majority -owned subsidiaries of the Parent Company. (h) Certain Retirement Plans and Trusts. 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. (i) Miscellaneous Definitions Relating to Investments. (i) The term "Commodity Interests" means commodity futures contracts, options on commodity futures contracts, and options on Physical Commodities traded on or subject to the rules of: (1) Any contract market designated for trading such transactions under the Commodity Exchange Act and the rules thereunder; or (2) Any board of trade or exchange outside the United States, as contemplated in Part 30 of the rules under the Commodity Exchange Act. (ii) The term "Company" means any corporation, partnership, limited liability company, trust or other organization. (iii) The term "Family Company" means any Company 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. (iv) The term "Investment Vehicle" means an investment company, a company that would be an investment company but for the exceptions provided by Sections 3(c)(1) through 3(c)(9) of the Investment Company Act or the exemptions provided by Rules 3a- 6 or 3a -7 promulgated pursuant to the Investment Company Act, or a commodity pool. ACTIVE/42580260.11 (v) The term "Physical Commodity" means any physical commodity with respect to which a Commodity Interest is traded on a market specified in the definition of Commodity Interests. (vi) The term "Prospective Qualified Purchaser" means a person seeking to purchase a security of a Section 3(c)(7) Company. (vii) The term "Public Company" means a Company that: (1) Files reports pursuant to Section 13 or 15(d) of the Exchange Act; or (2) Has a class of securities that are listed on a "designated offshore securities market" as such term is defined by Regulation S under the Securities Act. (viii) The term "Related Person" means a person who is related to a Prospective Qualified Purchaser as a sibling, spouse or former spouse, or is a direct lineal descendant or ancestor by birth or adoption of the Prospective Qualified Purchaser, 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 owner. (ix) The term "Section 3(c)(7) Company" means a Company that would be an Investment Company but for the exclusion provided by Section 3(c)(7) of the Investment Company Act. 2. Qualified Institutional Buyer. The term "Qualified Institutional Buyer" shall mean: (a) Any of the following entities, acting for its own account or the account of another Qualified Institutional Buyer or the account of a Qualified Purchaser, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the entity: (i) Any insurance company as defined in Section 2(13) of the Securities Act; Note: A purchase by an insurance company for one or more of its separate accounts, as defined by Section 2(a)(37) of the Investment Company Act which are neither registered under Section 8 of the Investment Company Act nor required to be so registered, shall be deemed to be a purchase for the account of such insurance company. (ii) Any investment company registered under the Investment Company Act or any business development company as defined in Section 2(a)(48) of that Act; (iii) Any Small Business Investment Company licensed by the United States Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; ACTIVE/42580260.11 (iv) Any 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; provided that such plan will not be deemed to be acting for its own account if investment decisions with respect to such plan are made by beneficiaries of such plan, except with respect to investment decisions made solely by the fiduciary, trustee or sponsor of such plan; (v) Any employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 ( "ERISA "); (vi) Any trust fund whose trustee is a bank or trust company and whose participants are exclusively plans of the types identified in subparagraph (iv) or (v) of this definition of Qualified Institutional Buyer, except trust funds that include as participants individual retirement accounts or H.R. 10 plans; and except further that such a trust fund 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 such plan are made by the beneficiaries of such plan, except with respect to investment decisions made solely by the fiduciary, trustee or sponsor of such plan; (vii) Any business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (the "Investment Advisers Act "); (viii) Any organization described in Section 501(c)(3) of the Code, corporation (other than a bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan association or other institution referenced in Section 3(a)(5)(A) of the Securities Act or a foreign bank or savings and loan association or equivalent institution), partnership, or Massachusetts or similar business trust; and (ix) Any investment adviser registered under the Investment Advisers Act; (b) Any dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (the "Exchange Act "), acting for its own account or the accounts of other Qualified Institutional Buyers, that in the aggregate owns and invests on a discretionary basis at least $25 million of securities of issuers that are not affiliated with the dealer, provided, that securities constituting the whole or a part of an unsold allotment to or subscription by a dealer as a participant in a public offering shall not be deemed to be owned by such dealer; (c) Any dealer registered pursuant to Section 15 of the Exchange Act acting in a riskless principal transaction on behalf of a Qualified Institutional Buyer; Note: A registered dealer may act as agent, on a non - discretionary basis, in a transaction with a Qualified Institutional Buyer without itself having to be a Qualified Institutional Buyer. (d) Any investment company registered under the Investment Company Act, acting for its own account or for the accounts of other Qualified Institutional Buyers, that is a part of a family of investment companies which own in the aggregate at least $100 million in securities of issuers, other than issuers that are affiliated with the investment company or are part of such family of investment companies. "Family of investment companies" means any two or ACTIVE142580260.11 more investment companies registered under the Investment Company Act, except for a unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have the same investment adviser (or, in the case of unit investment trusts, the same depositor), provided, that, for purposes of this section: (i) Each series of a series company (as defined in Rule 18f -2 under the Investment Company Act) shall be deemed to be a separate investment company; (ii) Investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or depositors) are majority -owned subsidiaries of the same parent, or if one investment company's adviser (or depositor) is a majority -owned subsidiary of the other investment company's adviser (or depositor); (e) Any entity, all of the equity owners of which are Qualified Institutional Buyers, acting for its own account or the accounts of other Qualified Institutional Buyers; and (f) Any bank as defined in Section 3(a)(2) of the Securities Act, any savings and loan association or other institution as referenced in Section 3(a)(5)(A) of the Securities Act, or any foreign bank or savings and loan association or equivalent institution, acting for its own account or the accounts of other Qualified Institutional Buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with it and that has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements, as of a date not more than 16 months preceding the date of purchase of a Partnership Interest in the case of a United States bank or savings and loan association, and not more than 18 months preceding such date of purchase of a Partnership Interest for a foreign bank or savings and loan association or equivalent institution. (g) In determining the aggregate amount of securities owned and invested on a discretionary basis by an entity, the following instruments and interests shall be excluded: bank deposit notes and certificates of deposit; loan participations; repurchase agreements; securities owned but subject to a repurchase agreement, and currency, interest rate and commodity swaps. (h) The aggregate value of securities owned and invested on a discretionary basis by an entity shall be the cost of such securities, except where the entity reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published. In the latter event, the securities may be valued at market price for purposes of this definition of "Qualified Institutional Buyer." (i) In determining the aggregate amount of securities owned by an entity and invested on a discretionary basis, securities owned by subsidiaries of the entity that are consolidated with the entity in its financial statements prepared in accordance with generally accepted accounting principles may be included if the investments of such subsidiaries are managed under the direction of the entity, except that, unless the entity is a reporting company under Section 13 or 15(d) of the Exchange Act, securities owned by such subsidiaries may not be included if the entity itself is a majority -owned subsidiary that would be included in the consolidated financial statements of another enterprise. ACTIVE/42580260.11 (j) For purposes of this definition of Qualified Institutional Buyer, "riskless principal transaction" means a transaction in which a dealer buys a security from any person and makes a simultaneous offsetting sale of such security to a Qualified Institutional Buyer, including another dealer acting as riskless principal for a Qualified Institutional Buyer. ACTIVE/42580260.11 ATTACHMENT H QUALIFIED CLIENT STATUS The Subscriber represents and warrants as follows (please check all applicable boxes): ❑ The Subscriber is a natural person who satisfies one or more of the following criteria: (a) is a Qualified Purchaser, and has so indicated in Attachment G; and/or (b) will have at least $1,000,000 under the management of the Manager; and /or (c) has a net worth (together with assets held jointly with a spouse) of more than $2,000,000 (excluding the value of the primary residence of such natural person and the related amount of indebtedness secured by such primary residence up to its fair market value, except that if the amount of such indebtedness outstanding at the time of entering into this Subscription Agreement exceeds the amount of such indebtedness outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability in the determination of such natural person's net worth). X The Subscriber is a company' that is not (i) a private investment company excepted from registration by Section 3(c)(1) of the Investment Company Act, (ii) an investment company registered under the Investment Company Act; or (iii) a business development company (as defined in Section 202(a)(22) of the Investment Advisers Act) (each, a "Look- Through Entity ") and satisfies one or more of the following criteria: (a) is a Qualified Purchaser, and has so indicated in Attachment G; and/or (b) will have at least $1,000,000 under the management of the Manager; and /or (c) has a net worth of more than $2,000,000. ❑ The Subscriber is a company that is a Look - Through Entity, and each equity owner of the Subscriber (a "Subscriber Equity Owner ") (a) is a Qualified Client by virtue of the fact that such Subscriber Equity Owner is described in paragraphs (1) or (2) of this Attachment H (including by virtue of an indirect amount under the management of the Manager, through the Partnership and/or another entity, of at least $1,000,000) and (b) is not itself a Look - Through Entity. If any Subscriber Equity Owner is itself a Look - Through Entity, then each equity owner thereof that is not a Look - Through Entity and each equity owner of any equity owner thereof that is a Look - Through Entity (looking through each successive tiers of Look - Through Entities until no direct or indirect equity owner is a Look - Through Entity) is a Qualified Client by virtue of the fact that each such equity owner is described in in paragraphs (1) or (2) Section 202(a)(5) of the Investment Advisers Act defines "company" as a corporation, a partnership, an association, a joint -stock company, a trust, or any organized group of persons, whether incorporated or not; or any receiver, trustee in a case under Title 11 of the United States Code, or similar official, or any liquidating agent for any of the foregoing, in his capacity as such, but does not include a company that is required to be registered under the Investment Company Act but is not registered. ACTIVE/42580260.11 of this Attachment H (including by virtue of an indirect amount under the management of the Manager, through the Partnership and/or another entity, of at least $1,000,000). ❑ None of the foregoing categories of this Attachment H apply to the Subscriber. ACTIVE/42580260.11 ATTACHMENT I Status As Municipal Entity Or Obligated Person 1. Is the Subscriber a Municipal Entity? A Municipal Entity is a State (as defined below), political subdivision of a State, or municipal corporate instrumentality of a State, including (a) any agency, authority, or instrumentality of the State, political subdivision, or municipal corporate instrumentality; (b) any plan, program, or pool of assets sponsored or established by the State, political subdivision, or municipal corporate instrumentality or any agency, authority, or instrumentality thereof; or (c) any other issuer of municipal securities. The Subscriber IS a Municipal Entity. ❑ The Subscriber is NOT a Municipal Entity. 2. Is the Subscriber an Obligated Person? An Obligated Person is a person, including an issuer of municipal securities, who is either generally or through an enterprise, fund, or account of such person, committed by contract or other arrangement to support the payment of all or part of the obligations on the municipal securities to be sold in an offering of municipal securities, but excluding (a) a person that would be an obligated person solely because it provides municipal bond insurance, letters of credit or other liquidity facilities, (b) a person whose financial information or operating data is not material to a municipal securities offering, without reference to any municipal bond insurance, letter of credit, liquidity facility or other credit enhancement, and (c) the federal government. ❑ The Subscriber IS an Obligated Person The Subscriber is NOT an Obligated Person 3. If the Subscriber is a Municipal Entity or Obligated Person as described above, please confirm one of the following: NONE of the assets of the Subscriber to be invested in the Partnership are or at any time will be, either Proceeds of Municipal Securities or Municipal Escrow Investments, as those terms are defined as defined below. ❑ The assets of the Subscriber to be invested in the Partnership ARE OR MAY BE either Proceeds of Municipal Securities or Municipal Escrow Investments, as those terms are defined below. 4. If the Subscriber is a fund, is the Subscriber managed or advised by a registered municipal advisor? ❑ The Subscriber IS managed or advised by a registered municipal advisor. ❑ The Subscriber is NOT managed or advised by a registered municipal advisor. ACTIVE/42580260.11 5. If the Subscriber is a fund, does the Subscriber specifically market to Municipal Entities for the investment of Proceeds of Municipal Securities? ❑ The Subscriber DOES specifically market to Municipal Entities for the investment of Proceeds of Municipal Securities. ❑ The Subscriber does NOT specifically market to Municipal Entities for the investment of Proceeds of Municipal Securities. Proceeds of Municipal Securities means monies derived by a Municipal Entity from the sale of municipal securities, investment income derived from the investment or reinvestment of such monies, or monies of a Municipal Entity or Obligated Person held in funds under legal documents for the municipal securities that are reasonably expected to be used as security or a source of payment for the payment of the debt service on the municipal securities, including reserves, sinking funds, and pledged funds created for such purpose, and the investment income derived from the investment or reinvestment of monies in such funds, but does not include monies that have been spent to carry out the authorized purposes of municipal securities. Proceeds of Municipal Securities deposited in a retirement fund or account are deemed to have been spent to carry out the authorized purposes of the municipal securities unless they are accounted for separately from other monies in the fund or account and remain under the control of the Municipal Entity that deposited the proceeds into the retirement fund or account. Monies derived from a municipal security issued by an education trust established by a State under Section 529(b) of the Internal Revenue Code are not Proceeds of Municipal Securities. Municipal Escrow Investments means Proceeds of Municipal Securities or any other funds of a Municipal Entity that are deposited in an escrow account to pay the principal of, premium, if any, and interest on one or more issues of municipal securities. State means any state of the United States, the District of Columbia, Puerto Rico, the Virgin Islands or any other possession of the United States. ACTIVE/42580260.11 ATTACHMENT J TAX OWNER If the Subscriber is an entity, please check the box that applies: X The Subscriber is not a Disregarded Entity and is not a Grantor Trust. ❑ The Subscriber is a Disregarded Entity or is a Grantor Trust for U.S. federal income tax purposes. The Subscriber acknowledges and agrees that the provisions of the Partnership Agreement regarding transfers of limited partnership interests will apply, in addition to the Subscriber, to each of the following as applicable: (a) (i) the Subscriber's Owner, (ii) each grantor or other owner of such grantor trust (each such person described in clause (i) or (ii) above, a "Tax Owner "), and (iii) each intermediate entity as if each such owner were a Limited Partner under the Partnership Agreement and (b) to any transaction pursuant to which a Tax Owner ceases to be treated as the owner of the Subscriber's Interest for U.S. federal income tax purposes. For purposes of this Attachment J, the following definitions shall apply: "Disregarded Entity" means an entity disregarded as separate from its owner for U.S. federal income tax purposes. "Grantor Trust" means a trust as to which the grantor or other person is treated as the owner of any portion of the trust under Sections 671 -679 of the Code. "Subscriber's Owner" means the first direct or indirect beneficial owner of the Subscriber that is not a Disregarded Entity. ACTIVE/42580260.11 ATTACHMENT K TAX STATUS FORM -- INFORMATION REGARDING BENEFICIAL OWNERSHIP FOR U.S. FEDERAL INCOME TAX PURPOSES Instructions This Attachment K summarizes certain U.S. federal income tax restrictions applicable to any subsidiary of the Partnership that elects to be a real estate investment trust under the Code (a "Subsidiary REIT ") and includes a Tax Status Form for the Subscriber and the Subscriber's tax advisor to review and complete with regard to the tax status and Beneficial Ownership of the Subscriber and the Subscriber's investment in the Partnership. References to "Feeders" in this Attachment K refer only to the Partnership and US Government Building Open -End Feeder 2, LP. The information set forth below was not intended or written to be used, and it cannot be used, by any taxpayer for the purpose of avoiding United States federal tax penalties that may be imposed on the taxpayer. The information was written to support the promotion or marketing of interests in the Partnership. Each taxpayer should seek tax advice regarding its investment in the interests based upon the taxpayer's particular circumstances from an independent tax advisor. The foregoing language is intended to satisfy the requirements under the regulations in Section 10.35 of the Treasury Department Circular 230. Closely Held Analysis A real estate investment trust ( "REIT ") cannot maintain its REIT status if it is "closely held." A REIT will be treated as closely held if, during the last half of any taxable year (other than its first taxable year), five or fewer investors classified as "individuals" are treated as the Beneficial Owners of more than 50% of the value of the equity of the REIT. In determining whether a Subsidiary REIT is closely held under these rules, each partner of the Partnership will be treated as owning its proportionate share of the beneficial interests of the Subsidiary REIT held by the Partnership. Moreover, in the case of a subscriber that is an entity (an "Entity Subscriber "), the Beneficial Owners of the Entity Subscriber may, in turn, be considered Beneficial Owners of the Subsidiary REIT. Although the Partnership expects that the number of subscribers and the tax status of the Entity Subscribers will enable a Subsidiary REIT to avoid being treated as closely held, the Partnership needs to understand the tax status of each subscriber in order to confirm that a Subsidiary REIT will not be closely held. The following is a description of the rules defining the terms "Individual" and `Beneficial Ownership" as used in the Tax Status Form and a brief summary of how such rules may apply to most typical Subscribers. The term "Individual" means an individual within the meaning of Code Section 542(a)(2), as modified by Code Section 856(h)(3). Natural persons and the following organizations are treated as Individuals for these purposes: • A trust created by an employer for the exclusive benefit of its employees which is described in Code Section 401(a) (a "Qualified Trust "); ACTIVE/42580260.11 • A pension trust under Code Section 501(c)(17) (i.e., a trust that provides for payment of supplemental unemployment compensation); • A private foundation under Code Section 509(a); and • A portion of a trust permanently set aside or used for charitable purposes as described in Code Section 642(c) (i.e., charitable trusts for estate planning purposes). Even though a Qualified Trust is treated as an Individual for purposes of Code Section 542(a)(2), under Code Section 856(h)(3), a look - through rule generally applies pursuant to which stock held by a Qualified Trust is treated as held directly by its beneficiaries in proportion to their actuarial interests in the Qualified Trust. However, if a Subsidiary REIT relies on such look - through rule in order to avoid a closely -held determination, then the Subsidiary REIT could be a "pension - held REIT." In general, entities other than those described above are not treated as Individuals. The term `Beneficial Ownership" means ownership of an equity interest by an entity or Individual for purposes of Code Section 542(a)(2), whether the equity interest is held directly or indirectly (including by a nominee or through other entities), taking into account the constructive ownership rules of Code Section 544, as modified by Code Section 856(h)(1)(B), and treating any such equity interest as "stock" for purposes of applying such Code Sections. In general, under these rules, beneficial interests of a Subsidiary REIT held, directly or indirectly, by or for (i) a corporation, partnership, estate, or trust shall be considered as owned proportionately by its shareholders, partners or beneficiaries, and (ii) a natural person's spouse, brothers and sisters (whether by the whole or half blood), ancestors and lineal descendants are treated as owned by that person. In addition, if any entity or Individual has an option to acquire beneficial interests of a Subsidiary REIT (or an option to acquire such an option or one of a series of such options), such beneficial interests of the Subsidiary REIT shall be treated as owned by such entity or Individual. Under these rules, each subscriber will be treated as Beneficially Owning its proportionate share of the stock of a Subsidiary REIT held by the Partnership. Moreover, in the case of a subscriber that is not an Individual, each Beneficial Owner of the subscriber will be treated as Beneficially Owning its proportionate share of the Subsidiary REIT beneficial interests held, directly or indirectly, by the subscriber. As used in these Tax Status Instructions and in the Tax Status Form, the terms `Beneficial Owner," "Beneficially Own," `Beneficially Owns," `Beneficially Owned" and "Beneficially Owning" have correlative meanings. Domestic Control Analysis If a foreign investor recognizes gain from the sale or disposition of securities or other capital assets that constitute United States real property interests ( "USRPIs "), then the foreign investor generally is subject to tax in the United States under the Foreign Investment in U.S. Real Property Tax Act of 1980, as amended. Absent an exception, stock of a Subsidiary REIT held, directly or indirectly, by a foreign investor generally would constitute a USRPI. However, stock of the Subsidiary REIT will not constitute a USRPI if the Subsidiary REIT is a "domestically controlled qualified investment entity." A REIT may qualify as a domestically controlled qualified investment entity if at all times during a specified testing period, less than 50% in value ACTIVF/42580260.11 of its outstanding shares are held directly or indirectly by foreign persons. In order to ascertain a Subsidiary REIT's status as a domestically controlled qualified investment entity, the Partnership may from time to time collect from subscribers certain information regarding direct and indirect foreign ownership. Please consult with a tax advisor as necessary to answer the questions below. Part I: Subscriber Tax Status ❑ Check here if the Subscriber is a Disregarded Entity (as defined in Section 3.16), in which case the Subscriber should complete Parts I - III as if each reference to the "Subscriber" were replaced with a reference to the "Subscriber's Owner" (as defined in Section 3.16). In order to assist the Feeders in determining the Beneficial Ownership of a Subsidiary REIT, please check the category below applicable to the Subscriber's status. If the Subscriber is not classified in any of the categories set forth in (a) through (j) of Part I below, then the Subscriber must complete paragraphs (a) and (b) of Part II below. (a) The Subscriber is a natural person and either: (b) (i) no spouse, brother or sister (whether by whole or half blood), ancestor or lineal descendant (any such person, a "Related Person ") of the Subscriber Beneficially Owns an interest in the Feeders; or (ii) the names of all Related Persons are listed in Part III of this Tax Status Form. The Subscriber is a trust described in Code Section 401(a) and exempt from tax under Code Section 501(a) and no beneficiary of the Subscriber holds an actuarial interest in the Subscriber in excess of 1%. The Subscriber is a private foundation within the meaning of Code Section 509(a). The Subscriber is described in Code Section 501(c)(17) (a trust providing for payment of supplemental unemployment compensation benefits). The Subscriber is a portion of a trust permanently set aside for a charitable or other purpose as described in Code Section 642(c). The Subscriber is exempt from tax under Code Section 501(c)(3) and is not a private foundation within the meaning of Code Section 509(a). (g) _X_ The Subscriber is a governmental plan within the meaning of Code Section 414(d) and either: ACTIVE/42580260.11 (h) (i) 0) (i) the Subscriber is a trust described in Code Section 401(a) and is exempt from tax under Code Section 501(a), and no beneficiary holds an actuarial interest in the Subscriber in excess of 1%; or (ii) X the Subscriber is not a trust described in Code Section 401(a) and no beneficiary holds an actuarial interest in the Subscriber in excess of 1%. The Subscriber is a voluntary employees' beneficiary association described in Code Section 501(c)(9) and no beneficiary holds an interest in the Subscriber in excess of 1%. The Subscriber is a corporation, limited liability company or partnership not otherwise described in paragraphs (a) through (h) and either: (i) no Individual will Beneficially Own more than 1% of the Subscriber's Interest in the Partnership; or (ii) an Individual will Beneficially Own more than 1% of the Subscriber's Interest in the Partnership, but no Individual will Beneficially Own more than 10% of the Subscriber's Interest in the Partnership. The Subscriber is a trust or estate not otherwise described in paragraphs (a) through (h), and each beneficiary of the Subscriber (a "Beneficiary ") and, if the Subscriber is a grantor trust, each grantor or other owner of the Subscriber (a "Grantor "), is a natural person, and either (i) no Beneficiary or Grantor is a Related Person with respect to another subscriber, beneficiary of another subscriber or grantor of another subscriber; or (ii) a Beneficiary or Grantor is a Related Person with respect to another subscriber, beneficiary of another subscriber or grantor of another subscriber, and Part II of this Tax Status Form discloses the name of any such person, such person's status as subscriber, beneficiary or grantor and such person's relationship to the Subscriber, the Beneficiary and /or the Grantor (as applicable). Part II: Subscriber's Tax Status Not Described in Part I If the Subscriber is not classified in any of the categories set forth in (a) through (j) of Part I above, or if the Subscriber indicated that paragraph (0(ii) of Part I applies to the Subscriber, then the Subscriber must complete paragraphs (a) and (b) of this Part II below. In addition, the Subscriber must provide any additional information that the Partnership or the General Partner may request in order to ascertain whether more than 50% of the value of the equity of a Subsidiary REIT may be held by five or fewer Individuals or whether a Subsidiary REIT may constitute a pension -held REIT. ACTIVE/42580260.1 I (a) Please describe the Subscriber's tax status under the Code (e.g., corporation, partnership, estate, trust, grantor trust): (b) Please attach a statement identifying: (i) the number of Beneficial Owners of the Subscriber; (ii) the tax status of each such Beneficial Owner under the Code; (iii) the relative interest of each such Beneficial Owner in the Subscriber (including, in the case of a partnership, the range of relative interests that each such Beneficial Owner may have in the Subscriber over the term of the Partnership, taking into account possible carried interests); (iv) whether any Beneficial Owners in the Subscriber use the same employer identification number for U.S. federal tax purposes; (v) the relationships, if any, among the Subscriber's Beneficial Owners; and (vi) if the Subscriber has indicated that paragraph (j)(ii) of Part I applies to the Subscriber, the information required by such paragraph. Part III: Affiliates (a) To the best of the Subscriber's knowledge, is the Subscriber (or any person who is treated as a Beneficial Owner of the Subscriber) affiliated with or related to any other investor in the Feeders? Yes X No If "Yes," please identify any such other investor and provide details of the affiliation: Name Name Affiliation Affiliation Name Affiliation (If the space provided is insufficient, please refer to and attach a separate list in response.) (b) In the case of a Subscriber that is a trust described in Code Section 401(a) and exempt from tax under Code Section 501(a), the Subscriber certifies that no "disqualified person" (as defined in Code Section 4975(e)(2), without regard to subparagraphs (B) and (I) thereof) with respect to such Subscriber holds, directly or indirectly, any interest in the Partnership. Part IV: Foreign Ownership In order to assist the Feeders in determining its direct or indirect foreign ownership, the Subscriber must complete this Part IV that describes the Subscriber and, if applicable, the Subscriber's Owner, unless otherwise agreed in writing by the General Partner. ACTIVE/42580260.11 For purposes of this Part IV: "Disregarded Entity" means an entity that is disregarded as separate from its owner for U.S. federal income tax purposes. "Domestic Grantor Trust" means any Grantor Trust that is a Domestic Trust. "Domestic Look - Through Entity" means any U.S. Person that is not a Domestic Person. "Domestic Person" means (i) an ERISA Plan, (ii) a U.S. C- Corporation, (iii) a U.S. Charitable Organization, (iv) a U.S. Individual, (v) a U.S. Governmental Plan, (vi) any of a REIT, a RIC, an S- Corporation, a U.S. Partnership or Domestic Trust with, in the case of each such entity listed in this item (vi), a Foreign Ownership Percentage of 0 %. "Domestic Trust" means any trust that (i) is subject to the primary supervision of a court within the United States, and one or more U.S. Persons have the authority to control all substantial decisions of the trust, or (ii) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. Person. "ERISA Plan" means a legal person organized under the laws of the United States or of any State that is established and maintained to provide pensions or other similar benefits in connection with employment pursuant to a plan described in Section 401(a) of the Code and that is exempt from tax under Section 501(a) of the Code, but not including any U.S. Governmental Plan. "Foreign Estate" means any estate the income of which, from sources outside of the United States that is not effectively connected with the conduct of a trade or business within the United States, is not includible in the gross income of such estate for U.S. federal income tax purposes. "Foreign Ownership Percentage" means, with respect to the Subscriber as of the date of this Subscription Agreement, the portion of the Subscriber's Interest that is held, by Foreign Persons directly or indirectly through any one or more U.S. Persons other than an ERISA Plan, a U.S. C- Corporation, a U.S. Charitable Organization or a U.S. Governmental Plan. "Foreign Person" means a "foreign person" for purposes of Code Section 897(h)(4)(B) and includes (i) any nonresident alien individual, (ii) any corporation or partnership that is not created or organized in the United States or under the law of the United States or of any state (unless, in the case of a partnership, applicable Treasury Regulations provide otherwise), (iii) any Foreign Estate, and (iv) any trust other than a Domestic Trust. "Grantor Trust" means a trust as to which the grantor or other person is treated as the owner of any portion of the trust under Sections 671 -679 of the Code. "Grantor Trust Beneficiary" means any person who is treated for U.S. federal income tax purposes as the beneficiary of any portion of a Grantor Trust. ACTIVE/42580260.11 "Grantor Trust Owner" means any person who is treated for U.S. federal income tax purposes as the owner of any portion of a Grantor Trust. "REIT" means any entity treated as a real estate investment trust under Sections 856 -859 of the Code. "RIC" means any entity treated as a regulated investment company under Sections 851- 855 of the Code. "S- Corporation" means any entity treated as an S- Corporation under Subchapter S of the Code. "Subscriber Certificate" means a certificate and agreement, duly executed by the Subscriber and, if applicable, the Subscriber's Owner, in form and substance satisfactory to the General Partner, in its sole discretion, containing such representations, covenants and restrictions relating to the Subscriber and its direct and indirect owners as the General Partner may request confirming, (i) in the case of a Subscriber or, if applicable, the Subscriber's Owner that is a Domestic Person, that the Subscriber or, if applicable, the Subscriber's Owner will continue to be a Domestic Person at all times that the Subscriber holds an Interest in the Partnership, or (ii) in the case of a Subscriber or, if applicable, the Subscriber's Owner that is a Domestic Look - Through Entity, that the Subscriber or, if applicable, the Subscriber's Owner, will continue to be a U.S. Person and its Foreign Ownership Percentage will not exceed the Subscriber's or, if applicable, the Subscriber's Owner's Foreign Ownership Percentage, in each case at all times that the Subscriber holds an Interest in the Partnership. "Subscriber's Owner" means, if the Subscriber is a Disregarded Entity, the first direct or indirect owner of the Subscriber that is not a Disregarded Entity. "Transferee Certificate" means a certificate and agreement, duly executed by the transferee (and, if the transferee is a Disregarded Entity, the first direct or indirect owner of the transferee that is not a Disregarded Entity (the "transferee's owner ")), in form and substance satisfactory to the General Partner, in its sole discretion, containing such representations, covenants and restrictions relating to the transferee and its direct and indirect owners as the General Partner may request confirming (i) in the case of a transfer by a Subscriber or, if applicable, Subscriber's Owner that is a Domestic Person, that the transferee or, if applicable, the transferee's owner, is and will be a Domestic Person at all times that the transferee holds an Interest in the Partnership, or (ii) in the case of a transfer by a Subscriber that is a Domestic Look - Through Entity, that the transferee or, if applicable, the transferee's owner is and will be a U.S. Person and its Foreign Ownership Percentage will not exceed the transferring Subscriber's or, if applicable, the transferring Subscriber's Owner's Foreign Ownership Percentage, in each case at all times that the transferee holds an Interest in the Partnership. "U.S. C- Corporation" means any entity created or organized in the United States or under the law of the United States or of any State and which is classified as a fully taxable Subchapter C corporation for federal income tax purposes. "U.S. Individual" means an individual that is a U.S. Person. ACTIVF/42580260.11 "U.S. Partnership" means a U.S. Person that is classified as a partnership for United States federal income tax purposes. "U.S. Person" means a "United States person" as defined by Code Section 7701(a)(30) and includes (i) a citizen or resident of the United States, (ii) a corporation or partnership created or organized in the United States or under the law of the United States or of any State (unless, in the case of a partnership, the Secretary provides otherwise by regulations), (iii) any estate other than a Foreign Estate, and (iv) a Domestic Trust. "U.S. Governmental Plan" means any pension trust or fund of any governing body of the United States or any State, or any political subdivision or local authority of the United States or any State, or any Person that is wholly owned, directly or indirectly, by any of the foregoing. "U.S. Charitable Organization" means a corporation, foundation or other organization organized under the laws of the United States or any State or the District of Columbia that is described in Section 501(c)(3) of the Code and that is exempt from tax under Section 501(a) of the Code. The Subscriber represents that it has checked the appropriate box(es) in (a) through (j) of Section 1 below that describe the Subscriber, and has completed any blanks in the paragraphs it checks below. 1. Subscriber's Domestic or Foreign Status: ❑ Check here if the Subscriber is a Disregarded Entity, in which case the Subscriber should complete this Part IV as if each reference to the "Subscriber" were replaced with a reference to the "Subscriber's Owner." (a) (b) (c) (d) (e) (0 ❑ The Subscriber is a U.S. Individual. ❑ The Subscriber is a U.S. C- Corporation. ❑ The Subscriber is a U.S. Charitable Organization. ❑ The Subscriber is an ERISA Plan. The Subscriber is a U.S. Governmental Plan. ❑ The Subscriber is an S- Corporation and its Foreign Ownership Percentage is zero. (g) ❑ The Subscriber is a Domestic Grantor Trust of which each Grantor Trust Owner and each Grantor Trust Beneficiary is a U.S. Individual. ACTIVE/42580260.11 (h) ❑ The Subscriber is a U.S. Person and confirms that all of the following are true: (i) The Subscriber is a U.S. Person that is not described in clauses (a) - (g) above; (ii) The Subscriber's Foreign Ownership Percentage does not (and will not) exceed %; and (iii) The Subscriber's U.S. federal income tax classification is as indicated in the box checked below (only check one box): ❑ REIT ❑ S- Corporation ❑ RIC ❑ U.S. Partnership ❑ Domestic Trust ❑ Other — please indicate the U.S. federal income tax classification of the Subscriber and provide such additional information related thereto as the Partnership may request. (i) ❑ The Subscriber is a Foreign Person. (j) ❑ The Subscriber: (i) is not described in any of the above clauses (a) - (i) above; and (ii) has signed an instrument satisfactory to the General Partner that (A) adequately describes the Subscriber and its direct and indirect owners for the purposes herein, (B) sets forth the Subscriber's Foreign Ownership Percentage, and (C) contains such covenants relating to direct and indirect transfers of the Subscriber's Interest in the Partnership as the Partnership may determine are necessary or appropriate to permit the Partnership to ascertain and confirm any Subsidiary REIT's status as a "domestically controlled qualified investment entity" within the meaning of Section 897(h)(4) of the Code. ACTIVE/42580260.11 2. Agreements Relating to Ownership. Unless otherwise agreed in writing by the Partnership, the Subscriber further agrees as follows: (a) Except to the extent the requirements of clause (c) or (d), as applicable, of this Section 2 are satisfied, neither the Subscriber nor the Subscriber's Owner shall take any action (or fail to take any action) that would cause the information provided by the Subscriber in Section 1 to cease to be true, correct and complete at all times during which the Subscriber holds an Interest in the Partnership. The Subscriber shall notify the Partnership promptly upon learning that any representation or covenant made in this Part IV has ceased to be or, in the future, may cease to be, true, accurate and complete. (b) The Subscriber shall provide (and shall cause Subscriber's Owner to provide, if applicable) to the Partnership such information as the Partnership may, from time to time, request relating to the direct and indirect ownership of the Subscriber as the Partnership may determine is necessary or appropriate to permit the Partnership to ascertain and confirm any Subsidiary REIT's status as a "domestically controlled qualified investment entity" within the meaning of Section 897(h)(4) of the Code and to comply with requirements of any taxing authority or governmental authority or to determine such compliance. (c) If the Subscriber checked any of clauses (a) through (h) of Section 1, in addition to the restrictions on transfer in the Partnership Agreement, neither the Subscriber nor the Subscriber's Owner shall transfer, directly or indirectly (nor shall it permit the indirect transfer of) all or any portion of the Subscriber's Interest in the Partnership except to a transferee that, prior to any such transfer, delivers to the Partnership a duly executed Transferee Certificate. (d) If the Subscriber checked any of clauses (a) through (h) of Section 1, prior to taking any action (or failing to take any action) that is reasonably likely to cause the information provided by the Subscriber in Section 1 to fail to be true, correct and complete at all times during which the Subscriber or the Subscriber's Owner, as applicable, holds an Interest in the Partnership, the Subscriber shall furnish the Partnership with a duly executed Subscriber Certificate. Part V: Acknowledgements and Covenants The Subscriber shall provide to the General Partner such information as the General Partner may request, in good faith, from time to time, in order to determine a Subsidiary REIT 's status as a REIT, as a "domestically controlled qualified investment entity" within the meaning of Section 897(h)(4), or as a REIT that is not classified as a "pension -held REIT" within the meaning of Section 856(h)(3)(D), and to comply with requirements of any taxing authority or governmental authority or to determine such compliance. ACTIVE/42580260.11 On behalf of itself, and, if applicable, the Subscriber's Owner and Grantor Trust Owner, the Subscriber acknowledges that the Partnership Agreement contains restrictions on the direct or indirect transfer of the Subscriber's interest in the Partnership in order to protect a Subsidiary REIT's status as a REIT, as a "domestically controlled qualified investment entity" within the meaning of Section 897(h)(4), and as a REIT that is not classified as a "pension -held REIT" within the meaning of Section 856(h)(3)(D), and agrees to comply with such restrictions. The Subscriber covenants that it will notify the General Partner in writing promptly upon the Subscriber learning that any information provided to the Partnership on this Tax Status Form has ceased to be or, in the future, may cease to be, accurate and complete and shall furnish the General Partner with such updated information as may be necessary in order to ensure that the Subscriber's responses to all portions of this Tax Status Form are, at all times, accurate and complete. The Subscriber further acknowledges that, notwithstanding its provision of updated certifications, the General Partner may nevertheless determine that U.S. federal taxes may need to be withheld with respect to Subscribers that are determined to be Foreign Persons, including in respect of gain from the sale or liquidation of the Subsidiary REITs or gain on the sale of assets by a Subsidiary REIT, in which case the Partnership shall be entitled to withhold with respect to allocations and distributions attributable to such Subscribers' interest in the Partnership. ACTIVE/42580260.11 ATTACHMENT L UBTI REPORTING INFORMATION If the Subscriber is an entity, please check either box 1, 2 or 3 (as applicable) and, if you check box 1 or 2, please check the applicable sub -box. For purposes of this Attachment L, if the Subscriber is a Disregarded Entity (as defined in Section 3.16), the Subscriber should complete this Attachment L as if each reference to the "Subscriber" were replaced with a reference to the "Subscriber's Owner" (as defined in Section 3.16). 1. x The Subscriber is an organization generally exempt from income tax and either: ❑ the Subscriber is subject to taxation on its unrelated business taxable income; or x the Subscriber is not subject to taxation on its unrelated business taxable income. 2. ❑ The Subscriber is not itself an organization generally exempt from income tax, but a direct or indirect investor in the Subscriber (excluding a direct or indirect investor in the Subscriber that invests through an entity treated as a C corporation) is an organization generally exempt from income tax, and either: ❑ the direct or indirect tax - exempt investor in the Subscriber is subject to taxation on its unrelated business taxable income; or ❑ the direct or indirect tax - exempt investor in the Subscriber is not subject to taxation on its unrelated business taxable income. 3. ❑ The Subscriber is not described in either section 1 or 2 above. ACTIVE/42580260.11 ATTACHMENT M DOMESTIC GRANTOR TRUST CERTIFICATION Please complete the following, only if the Subscriber (or, if the Subscriber is a Disregarded Entity, the Subscriber's Owner (each as defined in Section 3.16)) is a U.S. Grantor Trust. The Subscriber (of if the Subscriber is a Disregarded Entity, or the Subscriber's Owner) is a "U.S. Grantor Trust" if it: 1. is a grantor trust for U.S. federal income tax purposes (i.e., a trust as to which the grantor or other person is treated as the owner of any portion of the trust under Sections 671 -679 of the Code), and 2. is a "United States person" as defined in Code Section 7701(a)(30). If the Subscriber (of if the Subscriber is a Disregarded Entity, or the Subscriber's Owner) is a U.S. Grantor Trust please check the applicable box below: (i) ❑ The Subscriber (or if the Subscriber is a Disregarded Entity, the Subscriber's Owner) is wholly owned by a grantor or another person for U.S. federal income tax purposes. OR (ii) ❑ The Subscriber (or if the Subscriber is a Disregarded Entity, the Subscriber's Owner) is not described in clause (i) above. Please identify below the portion of the Subscriber (or if the Subscriber is a Disregarded Entity, the Subscriber's Owner) that is treated as owned by a grantor or another person under subpart E of subchapter J of the Code: ACTIVE/42580260.11