SUBSCRIPTION DOCUMENTSU. S. REAL ESTATE INVESTMENT FUND, LLC
SUBSCRIPTION DOCUMENTS
(AND PRIVACY NOTICE)
INTERCONTINENTAL REAL ESTATE CORPORATION
DIRECTIONS FOR THE COMPLETION
OF THE SUBSCRIPTION DOCUMENTS
Prospective investors must complete the Subscription Agreement and Investor Questionnaire (the
"Subscription Documents ") contained in this package in the manner described below. For purposes of
these Subscription Documents, the "Investor" is the person for whose account the Interests are being
purchased. Another person with investment authority may execute the Subscription Documents on behalf
of the Investor, but should indicate the capacity in which it is doing so and the name of the Investor.
1. Subscription Agreement:
a. Fill in the amount of the Investor's requested subscription on page 14.
b. Date, print the name of the Investor and sign (and print name and title of signatory, if
applicable) on page 14.
2. Investor Questionnaire:
a. In Section A on page 17, fill in the Investor's name, address, tax identification or social
security number (if applicable) and telephone and facsimile numbers and provide all
other requested information.
b. In Section B on pages 18 -19, check the box or boxes which are next to the category or
categories under which the Investor qualifies as an "accredited investor" under the
Securities Act of 1933, as amended.
c. If the Investor is an entity, provide the information and respond to the questions in
Section C on pages 19 -20.
d. In Section D on pages 21 -22, check the box or boxes which are next to the category or
categories under which the Investor qualifies as a "qualified purchaser" under the
Investment Company Act of 1940, as amended. Please note that Investors must be
"qualified purchasers" and "accredited investors" to be admitted to the Company.
e. Respond to the questions and provide the information in Section E on page 22.
f. Respond to the questions and provide the information in Section F on pages 22 -23.
g. Respond to the questions and provide the information in Section G on page 23.
h. Respond to the questions and provide the information in Section H on pages 23 -24.
i. Print the name of the Investor and sign (and print name and title of signatory, if
applicable) on page 25.
3. Tax Form:
U.S. Investors must complete, sign and date the attached Form W -9 in accordance with the
instructions to the Form. Each non - resident alien individual, foreign corporation, foreign
partnership, foreign trust or foreign estate must complete, sign and date the attached Form W-
8BEN (or Form W -8IMY, if applicable) in accordance with the instructions to the Form.
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4. Evidence of Authorization:
An Investor that is a corporation must submit certified corporate resolutions authorizing the
subscription and identifying the corporate officer empowered to sign the subscription documents.
A partnership must submit a certified copy of its partnership certificate (in the case of limited
partnerships) or partnership agreement identifying the general partners. A trust must submit a
copy of its trust agreement. An employee benefit plan must submit a certificate of an appropriate
officer certifying that the subscription has been authorized and identifying the individual
empowered to sign the Subscription Documents. (Entities may be requested to furnish other or
additional documentation evidencing the authority to invest in the Company.)
5. Privacy Notice:
Please carefully read our Privacy Notice attached hereto as Annex III.
6. Delivery of Subscription Documents:
Please deliver two completed and signed copies of the Subscription Documents, together with any
required evidence of authorization, as soon as possible to the Manager at the following address:
Intercontinental Real Estate Corporation
1270 Soldiers Field Road
Boston, MA 02135 -1003
Attention: Peter Palandjian
Telephone: (617) 782 -2600
Facsimile: (617) 782 -9442
Inquiries regarding subscription procedures should be directed to James M. Bradley, Esq.
at (617) 782 -2600.
If the Investor's subscription is accepted by the Manager, a fully executed set of the Subscription
Documents will be returned to the Investor.
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U. S. REAL ESTATE INVESTMENT FUND, LLC
SUBSCRIPTION AGREEMENT
Intercontinental Real Estate Corporation
1270 Soldiers Field Road
Boston, Massachusetts 02135 -1003
Ladies and Gentlemen:
1. Subscription. The undersigned (the "Investor ") agrees to make a Capital Contribution to U. S.
Real Estate Investment Fund, LLC (the "Company ") in the aggregate amount set forth on the signature
page hereto (the "Capital Commitment "). The Manager may accept Subscription Agreements from
additional Members and additional Capital Commitments from existing Members at any time in its
discretion. Unless waived by the Member, the Manager will be required to call the entire amount of a
Member's Unfunded Capital Commitment before calling any portion of a subsequently accepted Capital
Commitment. On any Capital Demand Date, the Member shall contribute any portion of its Unfunded
Capital Commitment that is requested by the Manager in a Capital Demand Notice. When any Capital
Contribution is accepted from a Member (a "Closing "), the Company will issue the Member such number
of Interests as determined by dividing the Member's Capital Contribution by the Interest Price on the date
of the applicable Closing, as explained in Section 3.2 of the LLC Agreement. As defined in the LLC
Agreement, "Interest Price" shall mean, with respect to any date, the price per Interest as determined by
dividing the Net Asset Value as of such date by the number of Interests outstanding as of the date of the
Net Asset Value calculation. The Investor acknowledges that this subscription: (i) is irrevocable; (ii) is
conditioned upon acceptance by the Manager on behalf of the Company and may be accepted or rejected
in whole or in part by the Manager in its sole discretion; and (iii) will expire if not accepted by the
Manager on or prior to 12 months from the date hereof. The Investor agrees to be bound by all the terms
and provisions of the Limited Liability Company Agreement of the Company (as amended from time to
time, the "LLC Agreement ") in substantially the form accompanying this Subscription Agreement.
Capitalized terms not defined herein are used as defined in the LLC Agreement. The initial closing (the
"Initial Closing ") shall occur after the Company and each of the Parallel Funds have an aggregate of at
least $50 million in Capital Commitments from Investors that are not affiliates of Intercontinental Real
Estate Corporation, or at such later time as the Manager shall determine in its sole discretion. The
minimum Capital Commitment that may be accepted by the Manager from any institutional investor is $2
million, although the Manager may accept smaller Capital Commitments in its sole discretion.
2. Representations, Warranties and Covenants of the Investor. To induce the Company to accept
this subscription, the Investor represents, warrants and covenants as follows:
(a) The Investor has been furnished and has carefully read the Private Placement
Memorandum relating to the Company (as amended or supplemented through the date hereof, the
"Memorandum "), including the matters set forth under the captions "Certain Investment
Considerations and Risk Factors," "Certain Conflicts of Interest" and "Certain ERISA
Considerations" in the Memorandum, and a form of the LLC Agreement (collectively, the
Memorandum, the LLC Agreement and this Subscription Agreement and any supplements or
amendments thereto constitute the "Offering Documents ").
(b) The Investor is aware that (i) no federal, state, local or foreign agency has passed
upon the Interests or made any finding or determination as to the fairness of this investment; (ii)
investment returns set forth in the Memorandum or in any supplemental disclosures or material
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thereto are not necessarily indicative of the returns, if any, which may be achieved on investments
made by the Company and (iii) although such investment returns are projected returns that
are based upon cash flow projections and assumptions believed to be reasonable by the
Manager, such assumptions may not be realized, causing actual returns to be lower than
those projected. The Investor has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an investment in the Interests, is able
to bear the risks of an investment in the Interests (including a complete loss of such investment),
and understands the risks of, and other considerations relating to, a purchase of an Interest.
(c) The Investor represents and warrants to the Company and the Manager that all
information which the Investor has provided to the Company, including the information in the
Investor Questionnaire attached hereto (the "Investor Questionnaire "), is correct and complete as
of the date hereof.
(d) The Interests to be acquired hereunder are being acquired by the Investor for the
Investor's own account for investment purposes only and not with a view to resale or distribution.
(e) The Investor understands that the Interests have not been registered under the
laws of any jurisdiction (including the Securities Act of 1933, as amended (the "Securities Act "),
the laws of any state of the United States of America or the laws of any foreign jurisdiction) nor
is such registration contemplated. The Investor understands and agrees further that the Interests
may not be offered, resold, pledged or otherwise transferred unless they have been registered
under the Securities Act and any applicable state or other securities laws or unless an exemption
from such registration is available. Even if such an exemption is available, the assignability and
transferability of the Interests will be governed by the LLC Agreement, which restricts any
transfers without the consent of the Manager, which consent may be given or withheld in its sole
discretion. The Investor understands that legends stating that the Interests have not been
registered under the Securities Act and any applicable state or other laws and setting out or
referring to the restrictions on the transferability and resale of the Interests will be placed on
documents evidencing the Interests, if any.
(f) The Investor acknowledges and understands that the Company may (i) decline to
accept any subscription for additional Interests and (ii) prohibit outstanding Interests from being
offered, resold, pledged or otherwise transferred, if as a result, the Company would be required to
register the Interests pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
amended.
(g) The Investor understands that the Company will not be registered as an
investment company under the Investment Company Act of 1940, as amended (the "Investment
Company Act "). Accordingly, the Investor represents and warrants, except to the extent
otherwise previously specifically disclosed to the Manager in writing by the Investor, that: (i) the
Investor is a "qualified purchaser" as that term is defined under the Investment Company Act;
and (ii) the Investor is, and the Interests to be held by it in the Company will be considered to be
beneficially owned by, one "person" for purposes of Section 3(c)(1) of the Investment Company
Act.
(h) The undersigned acknowledges receipt of copies of Part II of the Form ADV of
Intercontinental Real Estate Corporation and the Company's quarterly reports for each period
after the Initial Closing.
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(i) The Investor understands that the distribution of the Memorandum and the offer
and sale of the Interests in certain jurisdictions may be restricted by law. The Memorandum does
not constitute an offer to sell or the solicitation of an offer to buy in a state or other jurisdiction to
any person to whom it is unlawful to make such offer or solicitation in such state or jurisdiction.
This offering does not constitute an offer of the Interests to the public and no action has been or
will be taken to permit a public offering in any jurisdiction where action would be required for
that purpose. The Interests may not be offered or sold, directly or indirectly, and the
Memorandum may not be distributed, in any jurisdiction, except in accordance with the legal
requirements applicable in such jurisdiction.
(j) Other than as set forth in the Offering Documents and any separate agreement in
writing with the Company executed in conjunction with the Investor's subscription for Interests,
the Investor is not relying upon any other information, representation or warranty by the
Company, the Manager or any of their respective agents or representatives in determining to
invest in the Company and the Investor understands that the Memorandum is not intended to
convey tax or legal advice. The Investor has consulted to the extent deemed appropriate by the
Investor with the Investor's own advisers as to the financial, tax, legal and related matters
concerning an investment in Interests and on that basis believes that an investment in the Interests
is suitable and appropriate for the Investor. The Investor's overall contribution to the Company
and other investments which are not readily marketable is not disproportionate to the Investor's
net worth and the Investor has no need for immediate liquidity in the Investor's investment in
Interests.
(k) If the Investor is an entity, the Investor: (i) is duly formed and validly existing
and in good standing under the laws of its jurisdiction of organization; (ii) has the power and
authority to enter into this Subscription Agreement, the LLC Agreement and each other document
required to be executed and delivered by the Investor in connection with this subscription for
Interests, and to perform its obligations thereunder and consummate the transactions
contemplated thereby; and (iii) the person signing this Subscription Agreement on behalf of the
Investor has been duly authorized to execute and deliver this Subscription Agreement, the LLC
Agreement and each other document required to be executed and delivered by the Investor in
connection with this subscription for Interests.
(1) If the Investor is an individual, the Investor has all requisite legal capacity to
acquire and hold the Interests and to execute, deliver and comply with the terms of each of this
Subscription Agreement, the LLC Agreement and each other document required to be executed
and delivered by the Investor in connection with this subscription for Interests.
(m) The execution and delivery by the Investor, and compliance by the Investor with
this Subscription Agreement, the LLC Agreement and each other document required to be
executed and delivered by the Investor in connection with this subscription for Interests does not
conflict with, or constitute a default under, any instruments governing the Investor, any law,
regulation or order, or any agreement to which the Investor is a party or by which the Investor is
bound. This Subscription Agreement has been duly executed by the Investor and constitutes, and
the LLC Agreement, when the Investor is admitted as a Member, will constitute, a valid and
legally binding agreement of the Investor.
(n) (i) Unless it has so indicated in paragraph C(4) (on pages 19 -20) of the Investor
Questionnaire, the Investor is not, and is not acting on behalf of, (A) an employee benefit plan
within the meaning of Section 3(3) of ERISA; (B) a "plan" described by Section 4975 of the
Code (including Individual Retirement Accounts and Keogh Plans); or (C) an entity which is
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deemed to hold the plan assets of any of the foregoing pursuant to 29 C.F.R. 2510.3 -101 (each of
the foregoing, a "Plan "); (ii) if the Investor is, or is acting on behalf of, a Plan: the fiduciary
trustee or other person signing this Subscription Agreement on behalf of the Investor is
independent of the Manager and is not relying on the Manager to provide, and it has not provided,
any kind of investment advice with respect to the Investor's purchase.
(o) The Investor was offered the Interests through private negotiations, not through
any general solicitation or general advertising (including, without limitation, any advertisement,
article, notice or other communication published in any newspaper, magazine, newsletter, internet
forum or similar media or broadcast over television, internet or radio, or any seminar or meeting
whose attendees have been invited by means of any general solicitation or general advertising)
and in the state listed in the Investor's permanent address set forth in the Investor Questionnaire
attached hereto or previously provided to the Manager and intends that the securities laws of that
state govern the Investor's subscription.
(p) Except as indicated in a writing attached hereto by the Investor, no statute, rule,
regulation, administrative procedure of general applicability or order of any federal, state or other
regulatory agency or other governmental body to which the Investor is subject would prohibit the
Investor from investing in one or more of the investments falling within the investment objectives
of the Company.
(q) The Investor agrees to provide a completed copy of Exhibit A listing the name of
each person who directly, or indirectly through intermediaries, is the beneficial owner of 25% or
more of any voting or non - voting class of equity interests of the Investor.
(r) (i) The Investor has reviewed the website of the U.S. Treasury Department's
Office of Foreign Assets Control ( "OFAC ")', and conducted such other investigation as
he or it deems necessary or prudent, prior to making these representations and
warranties.'
(ii) The Investor is not aware of any facts or circumstances that would
reasonably be expected to lead Investor to believe that any of the funds tendered for the
acquisition of the Interests are directly or indirectly derived from activities that may
contravene U.S. federal, state or non -U.S. laws and regulations, including anti -money
laundering laws.
(iii) The Investor understands and agrees that the investment of funds is
prohibited by or restricted with respect to any persons or entities that: (i) are acting,
directly or indirectly on behalf of terrorists or terrorist organizations, including those
persons or entities that are included on any of the OFAC lists; (ii) reside or have a place
of business in a country or territory named on any of such lists or which is designated as a
Non - Cooperative Jurisdiction by the Financial Action Task Force on Money Laundering
The lists of OFAC prohibited countries, territories, persons and entities may be found on the OFAC website
at <www.ustreas.gov /ofac >.
2 U.S. federal regulations and executive orders administered by OFAC prohibit, among other things,
engaging in transactions with, and the provision of services to, certain foreign countries, territories, entities and
individuals. These individuals include specially designated nationals, specially designated narcotics traffickers and
other parties subject to OFAC sanctions and embargo programs.
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( "FATF ")3, or whose subscription funds are transferred from or through such a
jurisdiction; (iii) are "Foreign Shell Banks" within the meaning of the USA PATRIOT
Act; or (iv) reside in or are organized under the laws of a jurisdiction designated by the
U.S. Secretary of the Treasury under Section 311 or 312 of the USA PATRIOT Act as
warranting special measures due to money laundering concerns.' Such persons or entities
in (i) through (iv) are collectively referred to as "Restricted Persons ". The Investor is not
and the Investor is not aware of any facts or circumstances that would reasonably be
expected to lead the Investor to believe that any investors in the Investor or any person
controlling, controlled by, or under common control with5 the Investor, or for whom the
Investor is acting as agent or nominee in connection with the acquisition of the Interests,
is a Restricted Person.
(iv) The Investor acknowledges and understands that the Company, in its
discretion, may decline to accept any subscription for the Interests by a person who is a
"Covered Person" within the meaning of the Guidance on Enhanced Scrutiny for
Transactions that May Involve the Proceeds of Foreign Official Corruption, issued by the
Department of the Treasury, et al., January, 2001, e.g., a senior foreign political figure°,
or an immediate family member' or close associates of a senior foreign political figure.
Accordingly, the Investor agrees to inform the Company, prior to the acquisition of any
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4
The list of Non - Cooperative Jurisdictions may be found at <www.oecd.org/fatf >.
The list of these jurisdictions may be found at <www.ustreas.gov /fincen >.
5 For the purposes of this section, "control" means the power, directly or indirectly, to direct the management
or policies of a person, whether through ownership of securities, by contract, or otherwise.
• Each of Investor's officers, partners, or directors exercising executive responsibility (or persons
having similar status or functions) is presumed to control Investor.
• 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 managing agent of the trust.
6 A "senior foreign political figure" is defined as a senior official in the executive, legislative, administrative,
military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign
political party, or a senior executive of a foreign government -owned corporation. In addition, a "senior foreign
political figure" includes any corporation, business or other entity that has been formed by, or for the benefit of, a
senior foreign political figure.
' "Immediate family" of a senior foreign political figure typically includes the figure's parents, siblings,
spouse, children and in -laws.
8 A "close associate" of a senior foreign political figure is a person who is widely and publicly known to
maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a
position to conduct substantial domestic and international financial transactions on behalf of the senior foreign
political figure.
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Interests, if the Investor is aware of any facts or circumstances that would reasonably be
expected to lead Investor to believe that any investors in Investor or any person
controlling, controlled by, or under common control with the Investor, or for whom the
Investor is acting as agent or nominee in connection with the acquisition of the Interests,
is a Covered Person.
(v) The Investor agrees to provide any information deemed necessary by the
Company or the Manager, each acting in its sole discretion, to comply with its anti -
money laundering responsibilities and policies to the extent required by law and subject
to appropriate confidentiality agreements.
(vi) The Investor authorizes and permits the Company and the Manager, each
using its own reasonable business judgment, to report information about the Investor to
appropriate authorities, and the Investor agrees not to hold them liable for any loss or
injury that may occur as the result of providing such information.
(vii) The Investor agrees that, in the event of a material change with respect to
the information provided in connection with the purchase of the Interests, the Investor
will provide the Company promptly with updated information affected by the material
change.
(viii) The Investor agrees that, notwithstanding any other statement to the
contrary in any agreement into which the Investor has entered which relates to the
Company or in any prospectus or private placement memorandum of the Company, if the
Company or the Manager determines that the Investor has appeared on a list of known or
suspected terrorists or terrorist organizations compiled by any U.S. or foreign
governmental agency, or that any information provided by the Investor in this
Subscription Agreement was not, at the time it was given, or, is no longer, materially true
or accurate, the Company and the Manager, and each of them, without limiting any other
rights available to either of them under this Subscription Agreement or the LLC
Agreement, shall be authorized to take any action as shall be necessary or appropriate to
comply with applicable law, including but not limited to, removing the Investor from the
Company and /or notifying the federal authorities.
(ix) Investor encloses with this Subscription Agreement either:
A. a certified copy or copies of the relevant passport or passports
together with any other documentation of identity providing detailed
verification of the Investor's identity; or
B. a certified copy or copies of the certificate of incorporation (or
other document evidencing the existence of the legal entity) with
evidence of any name changes, resolutions or other evidence of the
authority of officers to sign on behalf of the corporate entity and any
other relevant documentation,
whichever is appropriate in order that the Company might comply with legislation for the
prevention of money laundering from time to time in force.
(s) Beginning upon the date hereof and during any period that the Investor owns
Interests in excess of the Ownership Limit, no Person who is treated as an individual under
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Section 542(a)(2) of the Code (determined after taking into account Section 856(h) of the Code)
that is a direct or indirect member of the Investor (i) Beneficially Owns, or in the future will
Beneficially Own, more than 9.8% in value of the Investor or (ii) Beneficially Owns, or in the
future will Beneficially Own, as a result of the Investor's Interests, Interests in excess of the
Ownership Limit. For purposes of this representation, `Beneficially Owns" shall mean
ownership by a Person who would be treated as an owner of the Investor either directly or
constructively through the application of Section 544 of the Code, as modified by Section 856(h)
of the Code. After the date hereof, the Investor will immediately notify the Company of the date
on which any of the foregoing representations and covenants in this Section 2(s) are no longer
true and correct in all respects. The Investor understands that any breach of a representation or
covenant contained in this Subscription Agreement will automatically cause the waiver granted
by the Company in Section 3(e) below with respect to the Interests to immediately cease to be
effective to the extent necessary to cause such representation or covenant to be true and correct
and, to the extent necessary to cause such representation or covenant to be true and correct, all (or
a portion of) the Interests owned by the Investor shall be subject to Article 7 of the LLC
Agreement.
(t) The Investor represents and warrants, except to the extent otherwise previously
specifically disclosed to the Manager in writing by the Investor, that the Investor is a "qualified
client" as that term is defined under the Investment Advisers Act of 1940, as amended.
3. Representations of the Manager and the Company. Each of the Manager and the Company
hereby jointly and severally represent and warrant that:
(a) The Company is duly formed, validly existing and in good standing as a limited
liability company under the laws of the State of Delaware, and has all requisite power and
authority to carry on its business as now conducted and as proposed to be conducted as described
in the Memorandum. The Manager has all requisite power and authority to act as manager of the
Company and to carry out the terms of this Subscription Agreement and the LLC Agreement.
(b) The execution, delivery and performance of this Subscription Agreement have
been authorized by all necessary action on behalf of the Company. The execution, delivery and
performance by the Manager of the LLC Agreement have been authorized by all necessary action
on behalf of the Manager.
(c) The LLC Agreement is a valid and binding obligation of the Manager, and
enforceable against the Manager in accordance with its terms, subject to the effects of: (i)
bankruptcy, insolvency, moratorium, receivership, reorganization, liquidation and other similar
laws relating to or affecting the rights and remedies of creditors generally; (ii) principals of equity
(regardless of whether considered and applied in a proceeding in equity or at law); (iii) the law of
fraudulent transfer; (iv) public policy; (v) applicable law relating to fiduciary duties; and (vi)
judicial imposition of an implied covenant of good faith and fair dealing.
(d) The execution and delivery of the Offering Documents and the consummation of
the transactions contemplated thereby will not conflict with or result in any violation of or default
under any provision of the organizational documents of the Manager, or any agreement or other
instrument to which the Company or the Manager is a party or by which either of them, or any of
their properties, are bound, or any permit, franchise, judgment, decree, statute, order, rule or
regulation applicable to the Company or the Manager or the business or the properties of either of
them.
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(e) Subject to Section 2(s), and based on the Investor's representations and
agreements in this Subscription Agreement, the Company will waive the Ownership Limitation
for the Investor with respect to any Interests by adopting a resolution of the Manager in the form
attached to this subscription as Exhibit B hereto and there will be established an Ownership Limit
waiver for the Investor.
4. Tax Information. The Investor, if a U.S. investor, certifies that: (a)(i) the Investor's name,
taxpayer identification or social security number and address provided in the Investor Questionnaire are
correct; and (ii) the Investor will complete and return with this Subscription Agreement IRS Form W -9,
Payer's Request for Taxpayer Identification Number and Certification; and (b)(i) the Investor is not a
non- resident alien individual, foreign corporation, foreign partnership, foreign trust or foreign estate (as
defined in the Internal Revenue Code of 1986, as amended); and (ii) the Investor will notify the Company
within 60 days of a change to foreign status and the new country of residence. If the Investor is a non-
resident alien individual, foreign corporation, foreign partnership, foreign trust or foreign estate ("non -
U.S. Investor "), then the non -U.S. Investor certifies that: (a)(i) the non -U.S. Investor's name and address
provided in the Investor Questionnaire are correct; and (ii) the non -U. S. Investor will complete and return
with this Subscription Agreement IRS Form W -8BEN (or Form W -RIMY, if applicable); and (b) the non-
U.S. Investor will notify the Company within 60 days of a change in such status. The Investor agrees to
execute properly and provide to the Company in a timely manner any tax documentation that may
reasonably be required by the Manager in connection with the Company.
5. Further Representations and Assurances.
(a) All information which the Investor has provided to the Company, including the
information in the Investor Questionnaire, is correct and complete as of the date hereof, and the
Investor agrees to notify the Manager immediately if any representation or warranty contained in
this Subscription Agreement, including the Investor's response to the Investor Questionnaire,
becomes untrue or inaccurate at any time. The Investor agrees to provide such information and
execute and deliver such documents as the Company may reasonably request to verify the
accuracy of the Investor's representations and warranties herein, to comply with any law or
regulation to which the Company may be subject or for any other reasonable purpose.
(b) The Investor has carefully read and understands the terms of the Offering
Documents and the Manager, on behalf of the Company, has made available to the Investor all
other documents that the Investor has requested relating to an investment in the Interests, has
afforded the Investor the opportunity to discuss the investment with and to ask questions of the
Manager and has provided answers to all of the Investor's questions concerning the offering of
the Interests. The Manager, on behalf of the Company, has also afforded the Investor the
opportunity to obtain any additional nonproprietary information (to the extent the Company
possesses such information or can acquire it without unreasonable effort or expense) necessary to
verify the accuracy of any information in the Memorandum. In evaluating the suitability of an
investment in the Interests, the Investor has not received or relied upon any representations or
other information (whether oral or written) made or provided by the Company or the Manager,
other than as set forth in the Offering Documents, the Company's quarterly reports described
above or such other information supplied at the request of the Investor as aforesaid.
(c) The Investor hereby acknowledges having reviewed and fully understood the
restrictions on purchase, ownership and resale described in the Memorandum and the LLC
Agreement and agrees to respond promptly to each questionnaire from the Manager requesting
information as to the ownership of the Investor's interest in the Company and agrees to provide
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the Manager with such other documents, declaration and other evidence or information as the
Manager may reasonably request.
6. Power of Attorney. The Investor, by executing this Subscription Agreement, hereby appoints the
Manager and any successor of it, with full power of substitution, as the Investor's true and lawful
representative and attorney -in -fact, and agent of the Investor to execute, acknowledge, verify, swear to,
deliver, record and file, in the Investor's name, place and stead:
(a) all certificates and other instruments, including the LLC Agreement, and any
amendments thereto made in accordance with the LLC Agreement or to the certificate of
formation of the Company, which the Manager deems appropriate to (i) form, qualify or continue
the Company as a limited liability company in all jurisdictions in which the Company conducts or
plans to conduct business (including, without limitation, any filing for the purpose of admitting
the Investor and others as members and describing their initial or any increased Capital
Contributions), (ii) admit the Investor as a Member in accordance with the terms of the LLC
Agreement, (iii) effect the addition, substitution or removal of any Member or the Manager
pursuant to the LLC Agreement or (iv) effect an amendment or modification to the LLC
Agreement adopted in accordance with the terms of the LLC Agreement;
(b) any instrument, certificate or other document which may be deemed necessary or
desirable to effect the winding -up and termination of the Company (including, without limitation,
a certificate of cancellation), in accordance with the terms of the LLC Agreement;
(c) any other business certificate, fictitious name certificate, amendment thereto, or
other instrument or document of any kind necessary or desirable to accomplish the business,
purpose and objectives of the Company, and in each case required by any applicable law; and
(d) any tax elections, tax information statements and other tax documentation for the
Company as may from time to time be deemed necessary, desirable or appropriate by the
Manager.
This power of attorney is coupled with an interest, is irrevocable and shall survive, and shall not be
affected by, the subsequent death, disability, incapacity, incompetency, termination, bankruptcy,
insolvency or dissolution of the Investor. This power of attorney (x) shall survive the transfer or
assignment by the Investor of all or any portion of its Interests and any transferee or assignee of an
Interest does hereby constitute and appoint the Manager its attorney -in -fact in the same manner and with
the same force and for the same purposes as the transferor or assignor and (y) may be exercised by the
Manager on behalf of the Investor and any donee by a facsimile signature or by listing the Investors and
the donees executing any instrument with a single signature as attorney -in -fact for all of them.
7. Indemnity. To the fullest extent permitted under applicable law, the Investor agrees to indemnify
and hold harmless the Company, the Manager and their respective Affiliates from and against any loss,
damage or liability due to or arising out of a breach of any representation, warranty or agreement of the
Investor contained in this Subscription Agreement (including the Investor Questionnaire attached hereto)
or in any agreement executed by the Investor with the Company or the Manager in connection with the
Investor's investment in Interests. Notwithstanding any provision of this Subscription Agreement, the
Investor does not waive any rights granted to it under the LLC Agreement or applicable securities laws,
ERISA or any other laws the applicability of which is not permitted to be contractually waived.
8. Assignment; Survival; Questionnaire. This Subscription Agreement is not assignable by the
Investor without the prior written consent of the Manager, which may be given or withheld in the
11
Manager's sole discretion. The representations and warranties made by the Investor in this Subscription
Agreement (including the Investor Questionnaire attached hereto) shall survive the closing of the
transactions contemplated hereby and any investigation made by the Company or the Manager. The
Investor Questionnaire, including without limitation the representations and warranties contained therein,
is an integral part of this Subscription Agreement and shall be deemed incorporated by reference herein.
9. Conflicts of Interest; Waiver. All Investors acknowledge and agree that certain of them have
previously been represented by, are presently represented by, or in the future may be represented by
Mayer, Brown, Rowe & Maw LLP and to the extent any conflicts of interest exist or arise from such
relationship and of Mayer, Brown, Rowe & Maw LLP's representation of, or work performed for, the
Company in connection with the transactions contemplated hereby, each Investor hereby waives any such
conflict by executing this Subscription Agreement.
10. For All Non -U.S. Investors Generally. It is the responsibility of any Persons wishing to subscribe
for Interests to inform themselves of and to observe all applicable laws and regulations of any relevant
jurisdictions. Prospective investors should inform themselves as to the legal requirements and tax
consequences within the countries of their citizenship, residence, domicile and place of business with
respect to the acquisition, holding or disposal of these securities, and any foreign exchange restrictions
that may be relevant thereto.
11. Expenses. The Company shall pay all of its expenses and all expenses of the Manager in
connection with the transactions contemplated by this Subscription Agreement and in connection with
any amendments, consents or waivers (whether or not the same become effective) under or in respect of
this Subscription Agreement and the Memorandum, including, without limitation: (a) the costs of the
Company's counsel in preparing and reproducing this Subscription Agreement and all other documents
delivered to Investors by or on behalf of the Company; (b) all taxes (including interest and penalties, if
any) that may be determined to be payable in respect of the sale of the interest in the Company
contemplated by this Subscription Agreement to the Investor; and (c) all costs of the Company's
performance of and compliance with this Subscription Agreement.
12. Amendments. This Subscription Agreement may be amended only with the written approval or
consent of the Manager and the Investor.
13. Successors. Except as otherwise provided herein, this Subscription Agreement shall inure to the
benefit of, and be binding upon, the parties hereto and their legal representative, heirs, successors and
assigns.
14. Governing Law; Severability. This Subscription Agreement shall be governed by and construed
in accordance with the internal laws (and not the law of conflicts) of the State of Delaware, and, to the
maximum extent possible, in such manner as to comply with all the provisions of the Delaware Limited
Liability Company Act, 6 Del. C. §18 -101, et seq., as amended. If it is determined by a court of
competent jurisdiction that any provision of this Subscription Agreement is invalid under applicable law,
such provision shall be ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Subscription Agreement.
15. Notices. For purposes of this Subscription Agreement, a notice shall mean any writing containing
the information required by this Subscription Agreement to be communicated to a Person and personally
delivered to such Person or sent by facsimile or similar electronic means, overnight courier or registered
or certified mail, postage prepaid, return receipt requested; (i) if the Investor, at the address set forth on
the signature page or to such other address as has been indicated to the Manager in writing; and (ii) if to
the Manager or the Company, at its address set forth in the Memorandum or to such other address as has
12
been indicated to the Investors in writing. Any notice shall be deemed to have been duly given if
personally delivered or sent by certified, registered or overnight mail or courier or by e-mail or facsimile
transmission confirmed by letter, and shall be deemed received, unless earlier received, (a) if sent by
certified or registered mail, return receipt requested, three business days after the date sent, (b) if sent by
overnight mail or courier, one business day after the date sent, (c) if sent by e-mail or facsimile
transmission, on the date sent (provided that confirmed receipt is obtained), and (d) if delivered by hand,
on the date of receipt.
16. No Third Party Beneficiaries. Except as specifically set forth herein, this Subscription
Agreement is not intended to confer upon any Person, other than the parties hereto, any rights or
remedies.
17. Waiver. No failure by any party hereto to insist upon the strict performance of any covenant,
duty, agreement or condition of this Subscription Agreement, or to exercise any right or remedy
consequent upon a breach thereof, shall constitute a waiver of any such breach or any other covenant,
duty, agreement or condition hereof.
18. Reaffirmation. Upon any additional Capital Contribution from the Investor being accepted in
accordance with the LLC Agreement, the Investor shall automatically be deemed to have reaffirmed,
restated and reacknowledged the agreements, acknowledgments, representations, warranties and other
obligations set forth in this Subscription Agreement.
19. Entire Agreement; Counterparts. This Subscription Agreement (including all exhibits and
schedules hereto), together with the LLC Agreement (including all exhibits and schedules thereto),
contain the entire agreement among the parties with respect to the subject matter hereof and supersede all
prior agreements, arrangements, understandings, proposals, representations and warranties with respect
thereto. This Subscription Agreement may be executed in any number of counterparts, any one of which
need not contain the signature of more than one party, but all of such counterparts together shall constitute
one and the same agreement.
[remainder of page left intentionally blank]
13
IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on the
date set forth below.
Capital Commitment:
US$ 10,000,000.00
Date: May 18 , 2 015
INDIVIDUAL INVESTOR:
(Name of Individual)
Attest to the City of
Clearwater
• 4
Rosemarie Call, City
ENTITY INVESTOR:
City of Clearwater Employees' Pension
Plan
By:
(Name of Entity)
CCeOftt/1CIAtb0 t
(Signature) (Signature)
Name: George N. Cretekos
(Name of Spouse if joint Investor)
Title:
(Signature of Spouse if joint Investor)
Chairperson
ACCEPTANCE OF SUBSCRIPTION
(to be filled out only by the Manager) /
Mat :1' -w Smi j Asst ity
The Manager hereby accepts the above application for subscription for Interests on beha of the Atty
Company and the Investor is admitted to the Company as a Member as of the date set forth below.
Approved as to Form:
Date:
V -- 0 .LU 1 5
U. S. REAL ESTATE INVESTMENT FUND, LLC
By: Intercontinental Real Estate Corporation,
its Manager
By:
14
Name: Peter Palandjian
Title: President and Treasurer
EXHIBIT A TO SUBSCRIPTION AGREEMENT
BENEFICIAL OWNERSHIP INFORMATION
Instructions: Please complete and return this Exhibit A and provide the name of every person who is
directly, or indirectly through intermediaries, the beneficial owner of 25% or more of any voting or non-
voting class of equity interests of the Investor. If there are no 25% beneficial owners, please write None.
Full Name
If Investor is an Individual, Insert
Name and Address of Principal
Employer and Position
Principal Place of
Business (for Entities) or
Citizenship
(for Individuals)
City of Clearwater
Employees' Pension Plan
None
100 S. Osceola Dr.
Clearwater, FL 33756
15
EXHIBIT B TO SUBSCRIPTION AGREEMENT
OWNERSHIP LIMIT WAIVER RESOLUTION
In accordance with Section 7.12 of the LLC Agreement, the Manager hereby determines that,
effective as of the execution of a Subscription Agreement by City of Clearwater Employees'
Pension Plan (the "Investor "):
(i) The Manager waives, effective as of the date hereof, the Ownership Limit (as defined in
the LLC Agreement) with respect to the Interests (as defined in the LLC Agreement) held by the
Investor.
(ii) If at any time,
(a) a Person (as defined in the LLC Agreement) who is treated as an individual for
purposes of Section 542(a)(2) of the Code (determined after taking into account Section
856(h) of the Code) would be considered to Beneficially Own, as a result of the
Investor's Interests (as defined in the LLC Agreement), Interests in excess of the
Ownership Limit by reason of the Investor's ownership of Interests in excess of the
Ownership Limit; or
(b) the ownership of Interests in excess of the Ownership Limit by the Investor shall
result in the Company failing to qualify as a REIT under the Code (treating the Company
as if it otherwise qualified as a REIT solely for this purpose);
then the waiver of the Ownership Limit granted under this resolution shall be rescinded
immediately and without prior notice, and Interests held by the Investor shall be treated as is
provided by Section 7.3 of the LLC Agreement.
16
INVESTOR QUESTIONNAIRE
A. General Information
1. Print Full Name of Investor:
2. Address for Notices:
3. Name of Primary Contact Person:
4. Telephone Number:
5. Facsimile Number:
6. E -Mail Address:
7. Permanent Address:
(if different from Address
for Notices above)
8. U.S. Taxpayer Identification or
Social Security Number (if applicable):
9. Authorized Signatory:
Title:
Telephone Number:
Telecopier /Facsimile Number:
Individual:
First Middle Last
Partnership, Corporation, Trust, Custodial Account,
Other:
City of Clearwater Employees' Pension Plan
Name of Entity
100 S. Myrtle Avenue
Clearwater, FL 33756
Jay Ravins
727 - 562 -4538
727 - 562 -4535
jay.ravins@myclearwater.com
59- 6000289
Brian Jay Ravins
Finance Director
727- 562 -4538
727- 562 -4535
17
B. Accredited Investor Status
The Investor represents and warrants that the Investor is an "accredited investor" within the meaning of
Rule 501 of Regulation D under the Securities Act of 1933, as amended (the "Securities Act "), and has
checked the box or boxes below which are next to the category or categories under which the Investor
qualifies as an accredited investor:
FOR INDIVIDUALS:
❑ (a)
❑ (b)
A natural person with individual net worth (or joint net worth with spouse) in excess of
$1,000,000. For purposes of this item, "net worth" means the excess of total assets at fair
market value, including home, home furnishings and automobiles (and including property
owned by a spouse), over total liabilities.
A natural person with individual income (without including any income of the Investor's
spouse) in excess of $200,000, or joint income with spouse of $300,000, in each of the
two most recent years and who reasonably expects to reach the same income level in the
current year.
FOR INDIVIDUALS AND ENTITIES:
❑ (c) A director or executive officer (as defined in Regulation D under the Securities Act) of
the Company.
FOR ENTITIES:
❑ (d)
❑ (e)
❑ (I)
❑ (g)
A bank as defined in Section 3(a)(2) of the Securities Act or any savings and loan
association or other institution as defined in Section 3(a)(5)(A) of the Securities Act,
whether acting in its individual or fiduciary capacity.
An insurance company as defined in Section 2(13) of the Securities Act.
A broker - dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.
An investment company registered under the Investment Company Act of 1940, as
amended (the "Investment Company Act ").
A business development company as defined in Section 2(a)(48) of the Investment
Company Act.
A small business investment company licensed by the Small Business Administration
under Section 301(c) or (d) of the Small Business Investment Act of 1958.
A private business development company as defined in Section 202(a)(22) of the
Investment Advisers Act of 1940, as amended (the "Advisers Act ").
An organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended (the "Code "), a corporation, Massachusetts or similar business trust, or
partnership, not formed for the specific purpose of acquiring Interests, with total assets in
excess of $5,000,000.
18
❑ (1)
❑ (m)
® (n)
A trust with total assets in excess of $5,000,000 not formed for the specific purpose of
acquiring Interests, whose purchase is directed by a sophisticated person with such
knowledge and experience in financial and business matters as described in Rule
506(b)(2)(ii) of Regulation D under the Securities Act as to be capable of evaluating the
merits and risks of an investment in the Interests.
An employee benefit plan within the meaning of the United States Employee Retirement
Income Security Act of 1974, as amended ( "ERISA ") if the decision to invest in the
Interests is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is
either a bank, savings and loan association, insurance company, or registered investment
adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a
self - directed plan, with investment decisions made solely by persons that are accredited
investors.
A plan established and maintained by a state, its political subdivisions, or any agency or
instrumentality of a state or its political subdivisions, for the benefit of its employees, if
the plan has total assets in excess of $5,000,000.
❑ (o) An entity in which all of the equity owners are accredited investors as determined under
any of the paragraphs (a) through (n) above.
C. Supplemental Data for Entities
1. If the Investor is an entity, furnish the following supplemental data (natural persons may skip this
Section C of the Investor Questionnaire):
Legal form of entity (trust, corporation, partnership, etc.): Corporation (Municipality)
Jurisdiction of organization: Pinellas County, Florida
2. Was the Investor organized for the specific purpose of acquiring Interests?
❑Yes El No
3. Are shareholders, partners or other holders of equity or beneficial interests in the Investor able to
decide individually whether to participate, or the extent of their participation, in the Investor's investment
in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interests in the
Investor determine whether their capital will form part of the capital invested by the Investor in the
Company)?
❑ Yes K1 No
4. (a) Please indicate whether or not the Investor is, or is acting on behalf of: (i) an employee benefit
plan within the meaning of Section 3(3) of ERISA; (ii) a "plan" described in Section 4975 of the Code
(including Individual Retirement Plans and Keogh Plans); or (iii) an entity which is deemed to hold the
plan assets of any of the foregoing pursuant to 29 C.F.R. § 2510.3 -101 (each a "benefit plan investor ").
IA Yes ❑No
19
(a) If the Investor is a plan, is it a self - directed plan?
® Yes ❑ No
(b) Is the Investor subject to Title I of ERISA?
❑ Yes El No
5. Does the Investor (or any affiliate) have discretionary authority or control, or provide investment
advice for a fee (direct or indirect), with respect to the assets of the Company? For purposes of this
question (i) an "affiliate" of a person includes any person, directly or indirectly, through one or more
intermediaries, controlling, controlled by, or under common control with the person and (ii) "control ",
with respect to a person other than an individual, means the power to influence the management or
policies of such person.
❑ Yes El No
6. Does the amount of the Investor's subscription for Interests in the Company exceed 40% of the total
assets of the Investor?
❑ Yes MI No
7. Would the Investor be an "investment company" but for reliance on an exclusion from the definition
of "investment company" in Section 3(c)(1) or Section 3(c)(7) under the Investment Company Act?
❑ Yes El No
8. (a) Is the Investor a grantor trust, a partnership or an S- Corporation for U.S. federal income tax
purposes?
❑ Yes Ill No
(b) If the question above was answered "Yes," please indicate whether or not:
(i) more than 50 percent of the value of the ownership interest of any beneficial owner in the
Investor is (or may at any time during the term of the Company be) attributable to the Investor's
(direct or indirect) interest in the Company; or
❑ Yes ❑ No
(ii) it is a principal purpose of the Investor's participation in the Company to permit the Company
to satisfy the 100 partner limitation contained in U.S. Treasury Regulation Section 1.7704 -
1(h)(3).
❑ Yes ❑ No
9. On what date does the Investor's tax year end? Municipality not subject to income tax
(Date)
20
D. Qualified Purchaser Status
The Investor represents and warrants that the Investor is a "qualified purchaser" within the meaning of
Section 2(a)(51) of the Investment Company Act and the rules thereunder and has checked the box or
boxes below which are next to the category or categories under which the Investor qualifies as a qualified
purchaser. In order to complete the following information, the Investor must read Annexes I and II to this
Investor Questionnaire for the definition of "investments" and for information regarding the valuation of
"investments," respectively. The Investor agrees to provide such further information and execute and
deliver such documents as the Company may reasonably request to verify that the Investor qualifies as a
"qualified purchaser." If the Investor is not able to check any of the boxes set forth below, please contact
for details of any additional Investor information that may be required.
❑ (a)
❑ (b)
❑ (c)
▪ (d)
O (e)
❑ (fl
A natural person (including any person who holds a joint, community property or other
similar shared ownership interest in the Company with that person's qualified purchaser
spouse) who owns not less than $5,000,000 in "investments."
A company' that: (i) was not formed for the specific purpose of investing in the
Company; (ii) owns not less than $5,000,000 in "investments," and (iii) is owned directly
or indirectly by or for two or more natural persons who are related as siblings or spouse
(including former spouses), or direct lineal descendants by birth or adoption, spouses of
such persons (including former spouses), the estates of such persons, or foundations,
charitable organizations or trusts established by or for the benefit of such persons (a
"Family Company ").
A trust that is not covered by (b) above and that was not formed for the specific purpose
of investing in the Company, as to which the trustee or other person authorized to make
decisions with respect to the trust, and each settlor or other person who has contributed
assets to the trust, is a person described in clause (a), (b), or (d) of this Section D.
A person or company that was not formed for the specific purpose of investing in the
Company, acting for its own account or the accounts of other qualified purchasers, who in
the aggregate owns and invests on a discretionary basis not less than $25,000,000 in
"investments."
A qualified institutional buyer as defined in paragraph (a) of Rule 144A under the
Securities Act that was not formed for the specific purpose of investing in the Company,
acting for its own account, the account of another qualified institutional buyer, or the
account of a qualified purchaser; provided that the Investor is not (i) a dealer described in
paragraph (a)(1)(ii) of Rule 144A that owns and invests on a discretionary basis less than
$25 million in securities of issuers that are not affiliated persons of the dealer; or (ii) a
plan referred to in paragraph (a)(1)(D) or (a)(1)(E) of Rule 144A, or a trust fund referred
to in paragraph (a)(1)(F) of Rule 144A that holds the assets of such a plan, and whose
investments are participant- directed, unless the decision to invest in the Company is made
solely by the fiduciary, trustee or sponsor of such plan.
A company, each beneficial owner of the securities of which is a qualified purchaser.
9 As used herein, "company" shall mean a corporation, a limited liability company, 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 or her capacity as such.
21
If the Investor relies on Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act for its
exclusion from being deemed an investment company, the Investor hereby represents and warrants that it
has obtained the consent to its treatment as a qualified purchaser from the appropriate beneficial owners
of its securities in accordance with the requirements of Section 2(a)(51)(C) of and Rule 2a51 -2 under the
Investment Company Act. Further, the Investor hereby consents to the treatment of the Company as a
qualified purchaser, and represents and warrants that it has obtained the consent for such treatment from
the appropriate beneficial owners of its securities in accordance with the requirements of Section
2(a)(51)(C) and Rule 2a51 -2 under the Investment Company Act.
E. Related Parties
1. To the best of the Investor's knowledge, does the Investor control, or is the Investor controlled by or
under common control with, any other investor in the Company?
❑Yes El No
If the question above was answered "Yes," please identify such related investor(s) below.
Name(s) of related investor(s):
2. Will any other person or persons have a beneficial interest in the Interests to be acquired hereunder
(other than as a shareholder, partner or other beneficial owner of equity interests in the Investor)?
❑ Yes No
F. Certain Additional Tax Information
Additionally, for U.S. tax planning purposes, the following information is requested. Please check all
categories applicable for U.S. tax purposes.
❑ 1. U.S. citizen.
❑ 2. U.S. resident.
❑ 3. Qualified pension, profit sharing or stock bonus plan, as defined in Section 401(a) of the
Code.
❑ 4. Trust formed to pay supplemental unemployment compensation, as defined in
Section 501(c) (17) of the Code.
❑ 5. Private foundation, as defined in Section 509(a) of the Code.
❑ 6. Charitable trust described in Section 642(a) of the Code.
❑ 7. Organization described in Section 501(c) (3) of the Code.
❑ 8. Individual but not a U.S. citizen nor a U.S. resident.
❑ 9. Governmental plan described in Section 414(d) of the Code.
22
❑ 10. Portion of a trust permanently set aside or to be used exclusively for the purposes
described in Section 642(c) of the Code or a corresponding provision
of a prior tax law.
❑ 11. U.S. corporation, company or trust.
❑ 12. Non -U.S. corporation, company or trust.
❑ 13. None of the above.
G. Anti -Money Laundering Information
For purposes of compliance with all applicable laws regarding money laundering, please check the
appropriate box and provide the additional information requested as applicable:
PI I am investing solely as principal and not for the benefit of any
third parties; or
❑ I am investing for the benefit of third parties, who are:
H. Qualified Client Certification
1. Investor hereby represents and warrants that it is (check one of a, b, or c):
❑ (a) a natural person;
® (b) a company which does not rely on Section 3(c)(1) of the Investment Company
Act to avoid being deemed an investment company, is not a small business
development company as defined in Section 202(a)(22) of the Advisers Act, and
is not registered or required to be registered as an investment company under the
Investment Company Act; or
❑ (c) a company which does rely on Section 3(c)(1) of the Investment Company Act to
avoid being deemed an investment company, is a small business development
company as defined in Section 202(a)(22) of the Advisers Act, or is registered or
required to be registered as an investment company under the Investment
Company Act.
IF YOU CHECKED BOXES (a) OR (b) TO QUESTION 1, PLEASE COMPLETE QUESTION
3 BELOW. IF YOU CHECKED BOX (c) IN QUESTION 1, PLEASE COMPLETE
QUESTION 2 BELOW.
2. COMPLETE ONLY IF YOU CHECKED BOX (c) OF QUESTION 1 ABOVE. Investor hereby
represents and warrants that (check one):
23
111 (a) each of its equity owners: (i) has a net worth (which, for a natural person, can
include assets held jointly with a spouse) which exceeds $1,500,000; or (ii) has
an investment of at least $750,000 in the Company; or (iii) is a qualified
purchaser within the meaning of Section 2(a)(51)(A) of the Investment Company
Act; or
❑ (b) it has the ability to, and does, allocate charges for performance fees so that its
equity owners which do not meet 2(a)(i), (ii) or (iii) above are not charged a
performance fee.
3. COMPLETE ONLY IF YOU CHECKED BOX (a) OR (b) OF QUESTION 1 ABOVE. Investor
hereby represents and warrants that (check applicable boxes):
® (i) its net worth (which, for a natural person, can include assets held jointly with a
spouse) exceeds $1,500,000; or
(ii) it has invested, or is obligating itself hereby to invest, at least $750,000 in the
Company; or
❑ (iii) it is a "qualified purchaser" within the meaning of Section 2(a)(5 1) of the
Investment Company Act.
[remainder of page intentionally left blank]
24
The Investor understands that the foregoing information will be relied upon by the Company for
the purpose of determining the eligibility of the Investor to purchase and own Interests in the Company.
The Investor agrees to notify the Manager immediately if any representation or warranty contained in this
Subscription Agreement, including this Investor Questionnaire, becomes untrue at any time. The Investor
agrees to provide, if requested, any additional information that may reasonably be required to substantiate
the Investor's status as an accredited investor or to otherwise determine the eligibility of the Investor to
purchase Interests in the Company. The Investor agrees to indemnify and hold harmless the Company,
the Manager and their respective Affiliates from and against any loss, damage or liability due to or arising
out of a breach of any representation, warranty or agreement of the Investor contained herein.
Signatures:
INDIVIDUAL INVESTOR: ENTITY INVESTOR:
(Name of Individual)
(Signature)
(Name of Spouse if joint Investor)
25
City of Clearwater Employees' Pension
Plan
(Name of Entity)
By: -geori(norMhf
(Signature)
Name: George N. Cretekos
Title: Chairperson
Annex I
DEFINITION OF "INVESTMENTS"
The term "Investments" means:
(1) Securities, other than securities of an issuer that controls, is controlled by, or is under common control
with, the Investor that owns such securities, unless the issuer of such securities is:
(i) An investment company or a company that would be an investment company but for the
exclusions or exemptions provided by the Investment Company Act, or a commodity
pool; or
(ii) A Public Company (as defined below);
(iii) 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 Investor
acquires Interests;
(2) Real estate held for investment purposes;
(3) Commodity Interests (as defined below) held for investment purposes;
(4) Physical Commodities (as defined below) held for investment purposes;
(5) To the extent not securities, Financial Contracts (as defined below) entered into for investment
purposes;
(6) In the case of an Investor that is a company that would be an investment company but for the
exclusions provided by Section 3(c)(1) or 3(c)(7) of the Investment Company Act, or a commodity pool,
any amounts payable to such Investor pursuant to a firm agreement or similar binding commitment
pursuant to which a person has agreed to acquire an interest in, or make capital contributions to, the
Investor upon the demand of the Investor; and
(7) Cash and cash equivalents held for investment purposes.
Real Estate that is used by the owner or a Related Person (as defined below) of the owner for
personal purposes, or as a place of business, or in connection with the conduct of the trade or business of
such owner or a Related Person of the owner, will NOT be considered Real Estate held for investment
purposes, provided that real estate owned by an Investor who is engaged primarily in the business of
investing, trading or developing real estate in connection with such business may be deemed to be held
for investment purposes. However, residential real estate will not be deemed to be used for personal
purposes if deductions with respect to such real estate are not disallowed by Section 280A of the Internal
Revenue Code of 1986, as amended.
A Commodity Interest or Physical Commodity owned, or a Financial Contract entered into, by
the Investor who is engaged primarily in the business of investing, reinvesting, or trading in Commodity
Shares, Physical Commodities or Financial Contracts in connection with such business may be deemed to
be held for investment purposes.
Annex I - 1
"Commodity Interests" means commodity futures contracts, options on commodity futures
contracts, and options on physical commodities traded on or subject to the rules of:
(i) Any contract market designated for trading such transactions under the Commodity
Exchange Act and the rules thereunder; or
(ii) Any board of trade or exchange outside the United States, as contemplated in Part 30 of
the rules under the Commodity Exchange Act.
"Public Company" means a company that:
(i)
files reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended; or
(ii) has a class of securities that are listed on a Designated Offshore Securities Market, as
defined by Regulation S under the Securities Act.
"Financial Contract" means any arrangement that:
(i)
takes the form of an individually negotiated contract, agreement, or option to buy, sell,
lend, swap, or repurchase, or other similar individually negotiated transaction commonly
entered into by participants in the financial markets;
(ii) is in respect of securities, commodities, currencies, interest or other rates, other measures
of value, or any other financial or economic interest similar in purpose or function to any
of the foregoing; and
(iii) is entered into in response to a request from a counter party for a quotation, or is
otherwise entered into and structured to accommodate the objectives of the counterparty
to such arrangement.
"Physical Commodities" means any physical commodity with respect to which a Commodity
Interest is traded on a market specified in the definition of Commodity Interests above.
"Related Person" means a person who is related to the Investor as a sibling, spouse or former
spouse, or is a direct lineal descendant or ancestor by birth or adoption of the Investor, or is a spouse of
such descendant or ancestor, provided that, in the case of a Family Company, a Related Person includes
any owner of the Family Company and any person who is a Related Person of such an owner. "Family
Company" means a company that is owned directly or indirectly by or for two or more natural persons
who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or
adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations or
trusts established for the benefit of such persons.
For purposes of determining the amount of investments owned by a company, 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.
In determining whether a natural person is a qualified purchaser, there may be included in the
amount of such person's investments any investment held jointly with such person's spouse, or
investments in which such person shares with such person's spouse a community property or similar
Annex I - 2
shared ownership interest. In determining whether spouses who are making a joint investment in the
Company are qualified purchasers, there may be included in the amount of each spouse's investments any
investments owned by the other spouse (whether or not such investments are held jointly). There shall be
deducted from the amount of any such investments any amounts specified by paragraph 2(a) of Annex II
incurred by such spouse.
In determining whether a natural person is a qualified purchaser, there may be included in the
amount of such person's investments any investments held in an individual retirement account or similar
account the investments of which are directed by and held for the benefit of such person.
Annex I - 3
Annex II
VALUATIONS OF INVESTMENTS
The general rule for determining the value of investments in order to ascertain whether a person is a
qualified purchaser is that the value of the aggregate amount of investments owned and invested on a
discretionary basis by such person shall be their fair market value on the most recent practicable date or
their cost. This general rule is subject to the following provisos:
(1) In the case of Commodity Interests, the amount of investments shall be the value of the initial margin
or option premium deposited in connection with such Commodity Interests; and
(2) In each case, there shall be deducted from the amount of investments owned by such person the
following amounts:
(a) The amount of any outstanding indebtedness incurred to acquire the investments owned by
such person.
In the case of a Family Company, in addition to the amounts specified in paragraph (a) above, it
shall have deducted from the value of such Family Company's investments any outstanding indebtedness
incurred by an owner of the Family Company to acquire such investments.
Annex II - 1
Annex III
PRIVACY NOTICE
U. S. Real Estate Investment Fund, LLC (the "Company ") is a Delaware limited liability company, which
is affiliated with Intercontinental Real Estate Corporation. Information, confidential and proprietary,
plays an important role in the success of our business. We recognize that you have entrusted us with your
personal and financial data and we recognize our obligation to keep this information secure. Maintaining
your privacy is important to us and we hold ourselves to the highest standards in its safekeeping and use.
We want you to know how we collect personal information from you and how we use that information.
We receive personal information (such as your name, address, social security number, amount of your
percentage ownership interest and any capital contribution) from your subscription application or the
ownership records of the Company. In servicing your account, we provide your personal information to
our affiliates (including those who are involved in the operation, administration or management of, or the
sale of interests in, the Company) and nonaffiliated service providers, only as permitted by law. For
example, we may share such information in connection with the administration and operations of the
Company, including disclosure to attorneys, accountants, auditors, administrators, or companies that may
assist us with mailing statements or processing your transactions. As emphasized above, we do not
provide investor or former investor information including names, addresses, or investor lists to outside
companies except in furtherance of our business relationship with you, or as otherwise permitted by law.
Within the Company and its affiliates, access to the nonpublic personal information of the Company's
investors is restricted to employees who need to access that information to provide products or services to
investors. To guard investors' nonpublic personal information, physical, electronic, and procedural
safeguards are in place that comply with federal standards. Our investors' right to privacy extends to all
forms of contact with us, including telephone, written correspondence, and electronic media.
We consider privacy a fundamental right of investors and take seriously our responsibility to protect
investor information. We will adhere to the policies and procedures described above for both current and
former investors.
Included herewith as Annex III -2 is a copy of the Privacy Policy of Intercontinental Real Estate
Corporation, as can be found on Intercontinental Real Estate Corporation's webpage
(www.intercontinental.net).
Annex III -1
INTERCONTINENTAL REAL ESTATE CORPORATION
PRIVACY POLICY
Our Commitment to You
Intercontinental Real Estate Corporation ( "IREC ") is committed to maintaining the confidentiality and security of
your personal information. IREC does not sell your personal information to anyone. Instead, we use your
information primarily to complete transactions that you request.
The Information We Collect About You
You typically provide personal information when you complete an IREC subscription agreement or account
application, or when you request a transaction that involves IREC or one of the funds sponsored by IREC. This
information may include your:
- Name and address
— Social Security number or taxpayer identification number
— Assets
- Income
- Account balance
— Investment activity
How We handle Your Personal Information
We do not disclose information about current or former clients or their accounts to unaffiliated third parties for
marketing or other purposes, except when necessary to complete transactions at your request or where required or
permitted by law. For example, IREC may disclose personal information to third parties:
- To complete certain transactions or account changes that you direct it may be necessary to provide
identifying information to companies, individuals, or groups that are not affiliated with IREC. For
example, if you ask to transfer assets from another financial institution to IREC, we will need to
provide certain information about you to the company to complete the transaction.
- In certain instances, we may contract with nonaffiliated companies to perform services for us. In
all such cases, we provide the third party with only the information necessary to carry out its
assigned responsibilities and only for that purpose. And, we require these third parties to
safeguard your private information.
- To protect our rights and property, or the rights and property of others.
- Finally, we will release information about you if you direct us to do so or if we are compelled by
law to do so.
How We Secure Your Personal Information
Only those IREC employees who need to know the information to provide products or services to you are authorized
to access the information about you. We have implemented physical, electronic, and procedural safeguards
designed to protect your personal information.
Keeping You Informed
As required by federal law, we will notify clients of our Privacy Policy annually. We reserve the right to modify
this policy at any time, but rest assured that if we do change it, we would tell you promptly. If you have any
questions about our Privacy Policy or any other aspects of your relationship with us, please feel free to call us at
(617) 782-2600.
Annex III -2