SUBSCRIPTION AGREEMENT (2)Name: City of Clearwater Employees' Pension Fund
Capital Commitment Amount: $30,000,000.00
IFM GLOBAL INFRASTRUCTURE (US), L.P.
(A Delaware Limited Partnership)
Limited Partner Interests
Subscription Booklet
General Partner
IFM Global Infrastructure (US) GP, LLC
114 West 47th Street, 26th Floor
New York, NY 10036
Telephone: 212 784 2260
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PRIVACY STATEMENT
May 2014
IFM GLOBAL INFRASTRUCTURE (US), L.P.
IFM GLOBAL INFRASTRUCTURE (US) GP, LLC
IFM INVESTORS (US) ADVISOR, LLC
This Privacy Notice sets forth the policies of IFM Global Infrastructure (US) GP, LLC (the
"General Partner "), IFM Investors (US) Advisor, LLC (the "Investment Advisor ") and IFM
Global Infrastructure (US), L.P. (the "Partnership ") with respect to non - public personal
information of investors, prospective investors, and former investors. These policies are subject
to change.
The General Partner, the Investment Advisor and the Partnership receive personal investor
information in subscription forms, correspondence, and other documents furnished by investors,
information relating to investors' transactions with the General Partner, the Investment Advisor
and the Partnership and its affiliates, and investors' bank and brokerage account information.
The General Partner, the Investment Advisor and the Partnership do not disclose non- public
personal information about investors to any third parties, except to affiliates of the General
Partner, the Investment Advisor and the Partnership, or except as necessary or appropriate in
connection with the operation of the Partnership, or as required by law. None of the General
Partner, the Investment Advisor or the Partnership will sell or profit in any way from disclosure of
confidential investor information.
The General Partner, the Investment Advisor and the Partnership may disclose the following
information to companies that perform marketing and other services on their behalf, such as
placement agents and solicitors, or to other financial institutions with whom the General Partner,
the Investment Advisor or the Partnership has joint marketing agreements:
• personal investor information received from an investor in correspondence, subscription
documents, or other forms, such as the name, address, social security number, assets, and
income of the investor; and
• information about investor's transactions with the Partnership and its affiliates, including
but not limited to subscriptions and withdrawals, and the investor's capital account
balance.
The General Partner, the Investment Advisor and the Partnership restrict access to confidential
investor information to those employees and agents of the General Partner, the Investment
Advisor and the Partnership and their affiliates who need to know such information in order to
provide services to investors, or as required by law. The General Partner, the Investment Advisor
and the Partnership maintain physical, electronic, and procedural safeguards in order to ensure
security of confidential investor information and to prevent unauthorized disclosure of such
information.
If you wish to receive a copy of the current Privacy Policy and Procedures of the General Partner,
the Investment Advisor or the Partnership, please contact the General Partner at its address listed
on the cover page.
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SUBSCRIPTION DOCUMENTS
IFM GLOBAL INFRASTRUCTURE (US), L.F.
IF, AFTER YOU HAVE CAREFULLY REVIEWED THE CONFIDENTIAL PRIVATE
PLACEMENT MEMORANDUM RELATING TO IFM GLOBAL INFRASTRUCTURE (US),
L.P. (THE "PARTNERSHIP "), YOU HAVE DECIDED TO INVEST IN THE PARTNERSHIP,
PLEASE FOLLOW THE INSTRUCTIONS BELOW.
I. INSTRUCTIONS
This Subscription Booklet relates to the offering of limited partner interests (the
"Interests ") in the Partnership.
This Subscription Booklet consists of:
L Instructions
11. Notice
III. Subscription Agreement
IV. Signature Page (which constitutes the signature page for the Subscription
Agreement, the Prospective Investor Questionnaire and the Amended and Restated
Limited Partnership Agreement of the Partnership)
Exhibit A Prospective Investor Questionnaire
Exhibit B Form W -9
Exhibit C Additional Required Documents
This Subscription Booklet, including Exhibits A, 13 and C hereto, contains all the materials
that need to be completed for you to apply to become a limited partner of the Partnership. Prior to
completing such materials, prospective investors should read (i) the Confidential Private
Placement Memorandum relating to the Partnership, as supplemented from time to time, (ii) the
Amended and Restated Limited Partnership Agreement of the Partnership (as it may be amended
or restated from time to time, the "Partnership Agreement"), (iii) the Investment Management
Agreement relating to the Partnership (the "investment Management Agreement "), (iv) the Trust
Deed of IFM Global Infrastructure Fund (the "Master Fund "), (v) the Advisory and
Administration Deed relating to the Master Fund, and (vi) Part 2 of the Form ADV of IFM
Investors (US) Advisor, LLC.
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To apply to become a limited partner of the Partnership, please follow these steps:
Page
1. Read the Notice and the Subscription Agreement (v), 1 -14
2.
3.
Complete the Prospective Investor Questionnaire: Exhibit A
(a) Part One, for entities
(b) Part Two, for individuals
Complete and execute 3 copies of the signature page
(which incorporates the Subscription Agreement, the
Prospective Investor Questionnaire and the Partnership
Agreement)
begins on A -2
begins on A -21
15 -17
If your subscription is accepted, IFM Global Infrastructure (US) GP,
LLC, on its own behalf and on behalf of the Partnership, will
countersign one copy of the signature page and return that copy to you
for your records.
4. U.S. investors that are not subject to back -up withholding Exhibit B
tax should complete and execute the Form W -9
5.
6.
Provide the applicable additional required Exhibit C
documents listed in Exhibit C
Return the entire Subscription Booklet (including Exhibit
A and Exhibit B) and additional documents required by
the Subscription Booklet and Exhibit C, if any, by
overnight courier to:
IFM Investors Telephone: 212 784 2276
114 West 47th Street, 26th Floor Facsimile: 212 784 2261
New York, New York, 10036 E -mail:
Susan.Gorman @ifminvestors.com
Attention: Susan Gorman
Please direct questions regarding an investment in the Partnership to Susan Gorman 212
784 2276, facsimile 212 784 2261, e-mail Susan.Gorman(difminvestors.com.
Except as otherwise indicated, all documents included herein should be completed and
executed in their entirety by the subscriber. All information should be typed or printed in ink.
All changes must be initialed by the subscriber. The subscriber should not erase or use whiteout.
Subscription documents should not be removed from this booklet. It is suggested that the
subscriber make and retain copies of the completed subscription documents.
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Circumstances in which Beneficial Owners of an Entity Must Also Complete Questionnaire
The beneficial owners of an entity (in addition to the entity itself) must complete a
Prospective Investor Questionnaire in the following circumstances:
• the entity was formed for the purpose of purchasing an Interest;
• the entity's Capital Commitment applied for hereunder constitutes 40% or more of
the entity's total assets or committed capital;
• the entity is participant- directed (which would be the case, for example, if the
entity were unable to make the representations contained in Section 6(0 or 6(g) of
the Subscription Agreement included herein); or
• the entity is a revocable trust.
If any of these circumstances apply, please attach as exhibits to this Subscription Booklet a
completed Prospective Investor Questionnaire for each beneficial owner of the entity.
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II. NOTICE
The Partnership does not intend to register the Interests under the Securities Act of 1933,
as amended, in reliance upon an exemption from registration which limits the types of investors
that may purchase the Interests. In addition, the Partnership does not intend to register as an
investment company under the Investment Company Act of 1940, as amended, in reliance upon
an exemption from registration contained in Section 3(c)(7) thereof. The Subscription Agreement
and the Prospective Investor Questionnaire are designed to confirm that a prospective purchaser
of Interests satisfies the requirements for these exemptions. IFM Global Infrastructure (US) GP,
LLC, as general partner of the Partnership (the "General Partner ") or IFM investors (US)
Advisor, LLC, as investment advisor to the Partnership (the "Investment Advisor ") may reject
any prospective purchaser that the General Partner or the Investment Advisor, in its sole
discretion, believes does not satisfy these requirements.
The General Partner or the Investment Advisor, in its sole discretion, may reject any
subscription in whole or in part for any reason.
The Interests have not been registered under the Securities Act of 1933, as amended,
or under the securities laws of any state or foreign jurisdiction. The Interests are subject to
restrictions on transferability and resale and may not be transferred or resold except in
compliance with applicable federal, state and foreign securities laws, pursuant to
registration thereunder or exemption therefrom. In addition, transfer, resale or other
disposition of the Interests is further restricted as provided in the Partnership Agreement.
Investors should be aware that they will be required to bear the financial risks of their
investment for an indefinite period of time.
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III. SUBSCRIPTION AGREEMENT
IFM Global Infrastructure (US), L.P.
c/o IFM Global Infrastructure (US) GP, LLC
114 West 47th Street, Suite 1920
New York, NY 10036
Ladies and Gentlemen:
1. The investor identified on the signature page hereto (the "Investor ") hereby
applies to become a limited partner of 1FM Global Infrastructure (US), L.P., a Delaware limited
partnership (the "Partnership "), on the terms and conditions set forth in this Subscription
Agreement and in the Amended and Restated Limited Partnership Agreement of the Partnership
(as it may be amended or restated from time to time, the "Partnership Agreement "), a copy of
which has been furnished to the Investor. Capitalized terms used but not defined in this
Subscription Booklet have the meanings specified in the Partnership Agreement.
2. The Investor hereby irrevocably subscribes for a limited partner interest in the
Partnership (an "Interest ") and agrees to make capital contributions to the Partnership in an
amount equal to the Investor's Capital Commitment as set forth on the signature page hereto.
3. The Investor acknowledges and agrees that the General Partner will notify the
Investor as to the conditional acceptance, in whole or in part, or rejection of the Investor's
subscription for an Interest. An Interest shall not be deemed to be sold or issued to, or owned by,
the Investor until the Investor is admitted as a limited partner of the Partnership (notice of which
shall be given promptly to the Investor). The Investor agrees that the General Partner shall have
the right, in its sole discretion, to admit the Investor as a limited partner of the Partnership on the
date of the initial closing of the Partnership or at any subsequent closing of the Partnership.
Subject to the Investor's admission as a limited partner of the Partnership by the General Partner,
the Investor hereby adopts, accepts and agrees to be bound by the terms and conditions of the
Partnership Agreement.
4. The Investor acknowledges and agrees that the General Partner shall have the
right, in its sole discretion, to reject this subscription for an Interest, in whole or in part, at any
time prior to the date the Investor is admitted as a limited partner of the Partnership,
notwithstanding execution by or on behalf of the Investor of the signature page hereof or notice
from the General Partner of its conditional acceptance of the Investor's subscription for an
Interest. The Investor also acknowledges and agrees that the General Partner shall have the
right, in its sole discretion, to reject any request by the Investor to increase its Capital
Commitment to the Partnership subsequent to the Investor's admission as a limited partner of the
Partnership.
5. If this subscription is rejected in full, or in the event the closing applicable to the
Investor does not occur (in which event this subscription shall be deemed to be rejected), this
Subscription Agreement shall thereafter have no force or effect.
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6. The Investor hereby represents and warrants to, and agrees with, the Partnership,
the General Partner and the Investment Advisor that, except as disclosed in writing to the
General Partner and the Investment Advisor prior to the date the Investor is admitted as a limited
partner of the Partnership, the following statements are true as of the date hereof and will be true
as of the date such Investor is admitted as a limited partner of the Partnership and as of each date
on which the Investor makes any capital contribution to the Partnership:
(a) The Investor is fully aware that (i) the offering and sale of the Interests
have not been and will not be registered under the Securities Act of 1933, as amended
(the "Securities Act ") and are being made in reliance upon federal and state exemptions
for transactions not involving a public offering, and (ii) the Partnership will not be
registered as an investment company under the Investment Company Act of 1940, as
amended (the "Investment Company Act ") in reliance upon an exemption from
registration contained in Section 3(c)(7) thereof. In furtherance thereof, the Investor
(x) represents and warrants that it is an "accredited investor" (as defined in Regulation D
under the Securities Act) and a "qualified purchaser" (as defined under the Investment
Company Act) and that it meets any additional or different suitability standards imposed
by the state or other jurisdiction of the Investor's domicile both with respect to investing
in the Partnership and investing in IFM Global Infrastructure Fund, a multi - series unit
trust established under the laws of the Cayman Islands (the "Master Fund "),
(y) represents and warrants that the information relating to the Investor set forth in the
Prospective Investor Questionnaire attached hereto and forming a part of this
Subscription Agreement is complete and accurate as of the date set forth on the signature
page hereto and will be complete and accurate as of the date the Investor is admitted as a
limited partner of the Partnership and as of each date the Investor makes any capital
contribution to the Partnership, and (z) represents and warrants that the Investor was not
made aware of the offering of Interests by any form of general solicitation or general
advertising.
(b) The Investor's Interest in the Partnership is being acquired for the
Investor's own account solely for investment and not with a view to resale or distribution
thereof, and the Investor has no present intention of selling, granting participations in or
otherwise distributing the Investor's Interest.
(c) The Investor (either alone or together with any advisors retained by such
Investor in connection with evaluating the merits and risks of the prospective investment)
has sufficient knowledge and experience in financial and business matters so as to be
capable of evaluating the merits and risks of purchasing an Interest in the Partnership,
including the risks set forth under the caption "Risk Factors" in the Confidential Private
Placement Memorandum relating to the Partnership (as supplemented from time to time,
the "Memorandum "), 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 such investment.
(d) The Investor has been furnished with, and has carefully read (i) the
Memorandum, (ii) the Partnership Agreement, (iii) the Investment Management
Agreement (iv) the Trust Deed of the Master Fund (as it may be revised, finalized and
amended from time, the "Trust Deed ") and (v) the Advisory and Administration Deed
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relating to the Master Fund (collectively, the "Offering Documents "). The Investor has
received (not less than 48 hours prior to entering into this Subscription Agreement) a
copy of Part 2 of the Form ADV of the Investment Advisor. To the full satisfaction of
the Investor, the Investor has been given the opportunity to (i) ask questions of, and
receive answers from, the General Partner, the Investment Advisor and IFM Investors Pty
Ltd (the "Master Fund Advisor ") concerning the terms and conditions of the offering of
the Interests and other matters pertaining to an investment in the Partnership, and (ii)
obtain any additional information that the General Partner or the Investment Advisor can
acquire without unreasonable effort or expense that is necessary to evaluate the merits
and risks of an investment in the Partnership. The Investor understands the fees and
conflicts of interest to which the Partnership and the Master Fund are subject (as
described in the Offering Documents) and hereby consents and agrees to the payment of
such fees to the parties identified as the recipients thereof and to such conflicts of interest.
In considering its investment in the Partnership, the Investor has not relied upon any
representations made by, or other information (whether oral or written) furnished by or
on behalf of, the Partnership, the General Partner, the Investment Advisor, the Master
Fund Advisor, the trustee of the Master Fund (the "Trustee ") or any director, officer,
employee, agent or affiliate of such persons or entities, other than as set forth in the
Offering Documents or any "side letter" or other written agreement between the Investor
and the Partnership, the General Partner, the Investment Advisor, the Master Fund
Advisor and/or the Trustee in connection with the Investor's investment in the
Partnership. The Investor has carefully considered and has, to the extent it believes such
discussion necessary, discussed with legal, tax, accounting and financial advisers the
suitability of an investment in the Partnership in light of its particular tax and financial
situation, and has determined that an investment in the Partnership is a suitable
investment for it.
(e) If the Investor is an entity, it was not formed or recapitalized (e.g., through
new investments made in the Investor 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.
(f) If the Investor is an entity (i) its decision to invest in the Partnership 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), (ii) it is not
managed to facilitate the individual decisions of its beneficial owners regarding
investments (including an investment in the Partnership), and (iii) its shareholders,
partners, members, grantors, beneficiaries or other participants, as applicable, did not and
will not (x) contribute additional capital for the purpose of acquiring an Interest in the
Partnership, (y) have any discretion to determine whether or how much of the Investor's
assets are invested in any investment made by the Investor (including the Investor's
investment in the Partnership), or (z) have the ability individually to elect whether or to
what extent such shareholder, partner, member, grantor, beneficiary or other participant,
as applicable, will participate in the Investor's investment in the Partnership.
(g) The Investor is not a participant- directed defined contribution plan (such
as a 401(k) plan).
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(h) The Investor's Capital Commitment to the Partnership represents less than
40% of the value of the Investor's total assets. The Investor is not structured or operated
for the purpose or as a means of circumventing the provisions of the Investment
Company Act.
(i) If the Investor is an entity, it is not (i) an "investment company" within the
meaning of the Investment Company Act, (ii) a "business development company" within
the meaning of the Investment Advisers Act of 1940, as amended (the "Investment
Advisers Act "), or (iii) a foreign investment company that is not required to register as an
"investment company" under the Investment Company Act, pursuant to Section 7(d)
thereunder. If the Investor is an entity that is relying upon Section 3(c)(l) or Section
3(c)(7) of the Investment Company Act to except itself from the definition of "investment
company" under, or the registration provisions of, the Investment Company Act (an
"Excepted Investment Company "), (w) each beneficial owner of the Investor's
outstanding securities, other than short -term paper (and, if an Excepted Investment
Company has invested in the Investor and directly or indirectly controls, is controlled by
or is under common control with the Investor or the Partnership, each beneficial owner of
the outstanding securities, other than short -term paper, of such Excepted Investment
Company), in each case if such beneficial owner acquired such securities on or before
April 30, 1996, has consented to the treatment of the Investor and the Partnership as a
"qualified purchaser ", or (x) if such Investor (or such Excepted Investment Company that
has invested in the Investor) is a "family company" (as defined on page A -10 of the
Prospective Investor Questionnaire), all trustees, directors, general partners or managing
members of such Investor (or such Excepted Investment Company) have unanimously
consented to the treatment of the Investor and the Partnership as a "qualified purchaser."
In addition, if the Investor is an Excepted Investment Company and directly or indirectly
controls, is controlled by or is under common control with the Partnership or the Master
Fund (and/or if an Excepted Investment Company has invested in the Investor and
directly or indirectly controls, is controlled by or is under common control with the
Partnership), (y) each beneficial owner of the outstanding securities, other than short-
term paper, of the Investor (or such Excepted Investment Company that has invested in
the Investor, as applicable), in each case if such beneficial owner acquired such securities
on or before April 30, 1996, has consented to the treatment of the Partnership as a
"qualified purchaser ", or (z) if such Investor (or such Excepted Investment Company that
has invested in the Investor) is a "family company" (as defined on page A -10 of the
Prospective Investor Questionnaire), all trustees, directors, general partners or managing
members of such Investor (or such Excepted Investment Company, as applicable) have
unanimously consented to the treatment of the Partnership as a "qualified purchaser."
(j) The Investor is not (unless it has otherwise so disclosed in writing to the
General Partner) and will not hereafter become an investor that is (i) a "benefit plan
investor" within the meaning of Section 3(42) of the Employee Retirement Income
Security Act of 1974, as amended ( "ERISA "), or (ii) investing assets allocated to an
insurance company general or separate account in which any Investor described in clause
(i) has an interest. An Investor described in either of clauses (i) or (ii) of this Section 6(j)
is referred to herein as an "ERISA Investor."
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(k) if the Investor is an ERISA Investor, a governmental plan within the
meaning of Section 3(32) of ERISA, a "foreign plan," or any other plan or retirement
arrangement or any entity that is deemed to hold the assets of any of the forgoing under
applicable law, then (i) it has been informed of and understands the investment objectives
and policies of and the investment strategies that may be pursued by, the Partnership
through the Master Fund, (ii) it is aware of the provisions of Section 404 of ERISA or
other similar applicable law relating to fiduciary duties, (iii) it has given appropriate
consideration to the facts and circumstances relevant to the investment by such Investor
in the Partnership and has determined that such investment is reasonably designed, as part
of such Investor's portfolio of investments, to further the purposes of the relevant plan(s),
(iv) it understands that current income will not be a primary objective of the Partnership
or the Master Fund, (v) its acquisition, and subsequent holding (assuming that the assets
of the Master Fund are at no time "plan assets" under ERISA), of an Interest in the
Partnership is not a non - exempt "prohibited transaction" within the meaning of Section
406 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended (the
"Code ") or other similar applicable law, (vi) its investment in the Partnership is
permissible under the documents governing the investment of its plan assets and under
ERISA or other similar applicable law, (vii) its decision to invest in the Partnership was
made by fiduciaries independent of the General Partner, the Investment Advisor, the
Master Fund Advisor and any placement agent who have concluded, after consideration
of their fiduciary duties under applicable law, that the investment of assets of the Investor
in the Partnership is prudent, (viii) upon the General Partner's request it will promptly
deliver to the General Partner and the Investment Advisor (A) a list of each fiduciary
(and its affiliates) who has or exercises any discretionary authority or control with respect
to the investment of the Investor's assets in the Partnership or renders investment advice
within the meaning of Section 3(21)(A)(ii) of ERISA with respect to those assets, and
(B) such other information and documents as the General Partner or the Investment
Advisor may reasonably request in order to perform its duties in accordance with ERISA
and the Code, (ix) it is not relying and has not relied on the General Partner, the
Investment Advisor, the Master Fund Advisor, the Trustee, or any affiliate of the General
Partner, the Investment Advisor, the Master Fund Advisor or the Trustee for any
evaluation or other investment advice in respect of the advisability of an investment in
the Partnership in Tight of the plan's assets, cash needs, investment policies or strategy,
overall portfolio composition or plan for diversification of assets, (x) it acknowledges and
agrees that none of the General Partner, the Investment Advisor, the Master Fund
Advisor, the Trustee, any placement agent, or any affiliate of the General Partner, the
Investment Advisor, the Master Fund Advisor, the Trustee or any placement agent have
exercised any discretionary control with respect to the Investor's investment in the
Partnership, (xi) it hereby directs the General Partner and the Investment Advisor to
invest its Capital Commitment, through the Partnership, solely in units of the Master
Fund as contemplated by the Partnership Agreement, except to the extent necessary to
defray the costs of the Partnership's administration as permitted under the Partnership
Agreement, (xii) the person executing this Subscription Agreement on behalf of the
Investor, acting as, or on behalf of, the "named fiduciary" of the Investor hereby appoints
the Investment Advisor as an "investment manager" (within the meaning of Section 3(38)
of ERISA) of the Investor's undivided interest in the Partnership to the extent underlying
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assets of the Partnership are treated for purposes of ERISA or Section 4975 of the Code
as "plan assets," and (xiii) in the case of any governmental plan within the meaning of
Section 3(32) of ERISA, "foreign plan," or other plan or retirement arrangement that is
not subject to Part 4 of Title 1 of ERISA and with respect to which Section 4975 of the
Code does not apply (such as a non- electing "church plan" within the meaning of Section
3(33) of ERISA), the Partnership's assets will not constitute the assets of such plan under
the provisions of any applicable law.
(1) The Investor is not (unless it has otherwise so disclosed in writing to the
General Partner) a "charitable remainder trust" within the meaning of Section 664 of the
Code. If the Investor is a charitable remainder trust, the Investor acknowledges that it
understands the risks, including specifically the tax risks, associated with its investment
in the Partnership.
(m) The Investor will conduct its business and affairs (including its investment
activities) in a manner such that it will be able to honor its obligations under the
Partnership Agreement.
(n) The Investor, if it is an entity, is duly organized or formed, validly existing
and in good standing under the laws of its jurisdiction of organization or formation, and
the execution, delivery and performance by it of this Subscription Agreement, the
Prospective Investor Questionnaire 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,
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 Investor is a party or by which the Investor or any of its
properties is bound. This Subscription Agreement and the Prospective Investor
Questionnaire constitute, and if the Investor is admitted to the Partnership as a limited
partner of the Partnership, the Partnership Agreement will constitute, valid and binding
agreements of the Investor, enforceable against the Investor in accordance with their
respective terms.
(o) If the Investor is a natural person, the execution, delivery and performance
by the Investor of this Subscription Agreement, the Prospective Investor Questionnaire
and the Partnership Agreement are within the Investor's legal right, power and capacity,
require no action by or in respect of, or filing with, any governmental body, agency or
official, 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 Investor is a party or by which the Investor or any of his
or her properties is bound. This Subscription Agreement and the Prospective Investor
Questionnaire constitute, and if the Investor is admitted to the Partnership as a limited
partner of the Partnership, the Partnership Agreement will constitute, valid and binding
agreements of the Investor, enforceable against the Investor in accordance with their
respective terms.
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(p) The Investor understands and agrees that the Trustee, the Master Fund
Advisor and any other affiliate of the General Partner or the Investment Advisor (each an
"IFM Affiliate ") may engage in "agency cross transactions" as defined in Reg. Section
275.206(3) -2 ( "Agency Cross Transactions ") promulgated by the Securities and
Exchange Commission under the Investment Advisers Act in which the IFM Affiliate
acts as a broker for both the Master Fund and for another person or entity on the other
side of the transaction. The Investor understands and agrees that the IFM Affiliate may
receive commissions from, and have a potentially conflicting division of loyalties and
responsibilities regarding, both parties to such Agency Cross Transactions. THIS
CONSENT, AS TO AGENCY CROSS TRANSACTIONS EFFECTED ON BEHALF
OF THE MASTER FUND, MAY BE REVOKED AT ANY TIME BY WRITTEN
NOTICE TO THE MASTER FUND ADVISOR FROM A MAJORITY IN INTEREST
OF THE INVESTORS IN THE MASTER FUND.
(q) The Investor understands and agrees that, subject to the terms of the Trust
Deed, the Master Fund may enter into transactions with IFM Affiliates. Accordingly, the
Master Fund may buy investments from, and sell investments to, IFM Affiliates, may
retain IFM Affiliates for financing, advisory and other services, may borrow money from
IFM Affiliates, and may enter into joint ventures with IFM Affiliates, and IFM Affiliates
may act as the Master Fund's counterparty in connection with swaps, options, forward
contracts and other derivative instruments. The Investor understands and agrees that, to
the extent the General Partner or the Master Fund Advisor determines that approval of
any such transaction is required by law or by the Trust Deed, such approval may be
requested from the Advisory Committee and, if such approval is given, such approval
will be binding on the Investor and the Partnership. The Investor further understands and
agrees that to the extent (a) any approvals on behalf of the Partnership or the Master Fund
are required under the Investment Advisers Act, including, without limitation, any
approvals required under Sections 205(a) or 206(3) thereof, provided that such approvals
are permitted under ERISA, or (b) any consent is required under the Investment Advisers
Act to a transaction that would result in the "assignment" (within the meaning of the
Investment Advisers Act) of the General Partner's interest in the Partnership, to the
fullest extent permitted by law, such approvals may be requested from the Advisory
Committee and, if such approval is given, such approval will be binding on the Investor
and the Partnership.
(r) The Investor hereby certifies under penalties of perjury that the
information set forth in the Prospective Investor Questionnaire as to (x) such Investor's
business or residence address and (y) whether the Investor is a "United States person" (as
defined below) is true and correct. For purposes of this Section 6(r), a "United States
person" means (i) an individual who is a citizen or resident of the United States, (ii) a
corporation, entity taxable as a corporation, or partnership created or organized in or
under the laws of the United States or of any state or political subdivision thereof or
therein, including the District of Columbia (other than a partnership that is not treated as
a U.S. person under Treasury Regulations, which have not yet been issued), (iii) an estate
the income of which is subject to U.S. federal income tax regardless of the source thereof,
or (iv) a trust with respect to which a court within the United States is able to exercise
primary supervision over its administration and one or more U.S. persons have the
7
OM M US:70084748.8
authority to control all of its substantial decisions, or certain electing trusts that were in
existence on August 20, 1996 and were treated as domestic trusts on August 19, 1996.
(s) The Investor hereby certifies under penalties of perjury that the Investor's
taxpayer identification or social security number set forth in the Prospective Investor
Questionnaire is true and correct (or, if none is indicated, the Investor has applied, or will
apply, for such a number and will provide it to the Partnership within sixty days after the
execution hereof) and that the Investor is not subject to backup withholding because (x)
the Investor is exempt from backup withholding, or (y) the Investor has not been notified
by the Internal Revenue Service that the Investor is subject to backup withholding as a
result of a failure to report all interest or dividends (or, if the Investor has been so
notified, the Internal Revenue Service has subsequently notified the Investor that the
Investor is no longer subject to backup withholding). The Investor agrees to notify the
Partnership within sixty days after it ceases to be a United States person or any of the
foregoing information changes.
(t) The Investor will not assign or transfer the investor's Interest (or any
interest therein) on or through an "established securities market" or a "secondary market
or the substantial equivalent thereof," as such terms are used in Section 1.7704 -1 of the
Treasury Regulations.
(u) The Investor understands that the Partnership seeks to comply with all
applicable laws and regulations concerning money laundering, terrorist financing and
other illegal activities. The investor also understands that United States federal
regulations and Executive Orders administered by the Office of Foreign Assets Control
( "OFAC ") of the U.S. Treasury Department prohibit, among other things, engaging in
transactions with, and providing services to, targeted non -U.S. countries and certain
entities and individuals (including, without limitation, those subject to OFAC sanctions
or embargo programs or engaged in terrorist activities or narcotics trafficking). In
furtherance of the Partnership's efforts to comply with the foregoing, the Investor
represents, warrants and agrees that (i) all information regarding the identity of (w) the
Investor, (x) each affiliate of the Investor, (y) if the Investor is an entity that is privately
owned, each person or entity having a beneficial interest in the Investor, and (z) any
person or entity for whom the Investor is acting as a nominee or agent in connection with
the Investor's investment in the Partnership (collectively, the "Investor Related Parties ")
provided or to be provided to the Partnership, the General Partner, the Investment
Advisor or any of their affiliates is and will be accurate and complete, (ii) none of the
funds that the Investor has paid or contributed, or will pay or contribute, to the
Partnership has been or will be derived, directly or indirectly, from any activity that
contravenes any United States federal or any state or international laws and regulations,
including anti -money laundering laws and regulations, (iii) none of the Investor Related
Parties is a country, territory, entity or individual named on an OFAC list' or is identified
as a terrorist or terrorist organization on any other relevant lists maintained by any
The lists of OFAC sanctioned programs and specially designated nationals and blocked persons
can be found on the OFAC website at http: / /www.treas.gov /ofac.
8
OMM US:70084748.8
governmental authority, (iv) none of the investor Related Parties is an individual or entity
(x) that resides or has a place of business in, or is organized under the laws of, a country
or territory named on an OFAC list or which is designated as a non - cooperative country
or territory by the Financial Action Task Force on Money Laundering ( "FATF ")z or
which is designated by the Secretary of the Treasury under Section 311 or 312 of the
USA PATRIOT Act as warranting special measures due to money laundering concerns3,
or (y) whose payments or contributions to the Partnership have been or will be transferred
from or through such a country or territory, (v) none of the Investor Related Parties is a
"senior foreign political figure, "4 or an "immediate family member "5 or "close
associate "6 of a senior foreign political figure within the meaning of the Guidance on
Enhanced Scrutiny for Transactions That May Involve the Proceeds of Foreign Official
Corruption issued by the U.S. Department of Treasury and other federal agencies,
(vi) none of the Investor Related Parties is a "Foreign Shell Bank" within the meaning of
the USA PATRIOT Act, i.e., a foreign bank that does not have a physical presence in any
country and that is not affiliated with a bank that has a physical presence and an
acceptable level of regulation and supervision, and (vii) if the Investor is an entity, or is
acting as an agent or nominee in connection with the Investor's investment in the
Partnership, the Investor has adopted procedures designed to elicit and verify information
from all Investor Related Parties to substantiate the representations, warranties and
agreements contained herein. The Investor agrees promptly to notify the Partnership if
any of the representations and warranties made by the Investor herein cease to be
accurate and complete. The Investor agrees to promptly provide any additional
information which the Partnership, the General Partner, the Investment Advisor, the
Master Fund Advisor or the Trustee deem necessary or desirable to comply with their
responsibilities and policies, and applicable laws and regulations, regarding money
laundering and similar activities or to satisfy their obligations in respect of the
Partnership or the Master Fund with respect to money laundering and similar activities.
The Investor understands and agrees that each of the Partnership, the General Partner, the
Investment Advisor, the Master Fund Advisor and the Trustee may, in its sole discretion,
2 The FATF list of non - cooperative countries and territories can be found on the FATF website at
http://www.fatf-gafi.org.
3
4
A list of these jurisdictions can be found at http: / /www.fincen.gov.
A "senior foreign political figure" means 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.
5 The "immediate family" of a senior foreign political figure includes the figure's parents. siblings,
spouse, children and in -laws.
6
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.
9
OMM US:70084748.8
release information regarding the Investor Related Parties to proper authorities, and to the
Master Fund and direct and /or indirect portfolio investments of the Master Fund, in order
to comply, or to demonstrate compliance with, applicable laws and regulations. The
Investor acknowledges and agrees that if the Partnership, the General Partner, the
Investment Advisor, the Master Fund Advisor or the Trustee determine that an Investor
Related Party has appeared on a list of known or suspected terrorists or terrorist
organizations compiled by any U.S. or non -U.S. governmental agency, or that any
representation or warranty herein is no longer accurate and complete, the General Partner
may require that the Investor's entire Interest be withdrawn from the Partnership pursuant
to Section 5.5(h) of the Partnership Agreement.
(v) The Investor agrees and acknowledges that any cash contributions from
the Investor to the Partnership, and any cash distributions from the Partnership to the
Investor, will be remitted from or paid to the same account from which the Investor's
investment in the Partnership was originally remitted, unless the General Partner, in its
sole discretion, agrees otherwise.
(w) The Investor represents and warrants that the documentation provided in
connection with Exhibit C to this Subscription Booklet is in each case complete, accurate
and current as of the date hereof and as of the closing date and that any copies of any
such documentation are true and correct copies thereof.
(x) If the Investor is a grantor trust, a partnership, a limited liability company,
or an S corporation for United States federal income tax purposes (1) not more than 50%
of the value of the ownership interest of any beneficial owner of the Investor is (or at any
time during the term of the Partnership will be) attributable to the Investor's Interest, and
(ii) it is not a principal purpose of the Investor's participation in the Partnership to permit
the Partnership to satisfy the 100 partner limitation contained in Section 1.7704- 1(h)(1)
of the Treasury Regulations.
(y) The Investor acknowledges and understands the following:
(1) the Investment Advisor is a wholly -owned subsidiary of IFM
Investors (US), LLC which in turn is a wholly -owned subsidiary of the Master
Fund Advisor;
(ii) the Master Fund Advisor is an indirect wholly -owned subsidiary of
Industry Super Holdings Pty Ltd ( "ISH ") and that as of January 30, 2008, ISH
was owned by 40 not -for profit Australian superannuation funds (collectively, the
"IFM Related Superannuation Funds ");
(iii) as ofJune 30, 2008, the IFM Related Superannuation Funds held
in excess of 50% of the units of IFM Infrastructure Funds, a unit trust organized
under the laws of the State of New South Wales, Australia ( "IFM PST ");
(iv) as ofJune 30, 2008, the sole unit holder of the Master Fund was
IFM PST; and
10
OMM US:70084748.8
(v) it is anticipated that IFM PST will continue to hold a significant
percentage of the units of the Master Fund for the foreseeable future.
(z) The Investor agrees to notify the Partnership promptly if there is any
change at any time with respect to the representations and warranties set forth in this
Section 6.
(aa) This Subscription Agreement, including, without limitation, the foregoing
representations, warranties and agreements, shall survive the date of the Investor's
admission to the Partnership.
7. The Investor acknowledges and understands:
(a) The terms and conditions set forth in the Partnership Agreement relating
to the drawdown of the Investor's Capital Commitment, including, without limitation,
that the Investor's Capital Commitment:
(i) will not be drawn down until all capital commitments to the
Partnership and to Parallel Investment Vehicles that are outstanding prior to the
calendar quarter during which the Investor's Capital Commitment is accepted will
be drawn down before the Investor's Capital Commitment will be drawn down;
and
(ii) will thereafter be drawn down, on a pro rata basis with other
undrawn capital commitments to the Partnership and to Parallel Investment
Vehicles accepted within the same calendar quarter; and prior to any capital
commitments to the Partnership or to Parallel investment Vehicles that are
subsequently accepted.
(b) The terms, conditions and restrictions set forth in the Partnership
Agreement relating to the Transfer of the Investor's Interest and the withdrawal of all or
any portion of the Investor's Capital Account balance including, without limitation,
Sections 5.3 and 5.5 of the Partnership Agreement. The Investor further acknowledges
and agrees that the General Partner may in its sole discretion, at any time compel the
withdrawal of all or a portion the Investor's Capital Account balance if the Investor's
continued investment in the Partnership is prohibited on legal or regulatory grounds.
8. Except as otherwise agreed to in writing by the General Partner (on its own behalf
or on behalf of the Partnership), to the fullest extent permitted by law, the Investor will
indemnify and hold harmless the Partnership and each Indemnified Party from and against any
losses, claims, damages or liabilities 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 Investor in this Subscription Agreement or the Prospective
Investor Questionnaire, or in any other document furnished to the Partnership, the General
Partner or the Investment Advisor by the Investor in connection with the offering of the Interests.
The Investor will reimburse the Partnership and each Indemnified Party for their legal and other
expenses (including the cost of any investigation and preparation) as they are incurred in
11
OM M US:70084748.8
connection with any action, proceeding or investigation arising out of or based upon the
foregoing. The indemnity and reimbursement obligations of the Investor under this Section 8
shall survive the Investor's admission to the Partnership and shall be in addition to any liability
which the Investor may otherwise have (including, without limitation, liability under the
Partnership Agreement), and shall be binding upon and inure to the benefit of any successors,
assigns, heirs, estates, executors, administrators and personal representatives of the Partnership
and each Indemnified Party.
9. The Investor hereby acknowledges that each Indemnified Party is entitled to be
indemnified out of the assets of the Partnership to the extent provided in the Partnership
Agreement.
10. The Investor hereby irrevocably makes, constitutes and appoints the General
Partner, with full power of substitution, the true and lawful representative and attorney -in -fact of,
and in the name, place and stead of, the Investor, with the power from time to time to make,
execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish (i) the
Partnership Agreement and any amendment to the Partnership Agreement which complies with
the provisions of the Partnership Agreement (including the provisions of Section 8.1 thereof),
(ii) the Certificate of Limited Partnership and any amendment thereof required under the Act or
required because the Partnership Agreement is amended, including, without limitation, an
amendment necessary to effectuate any change in the membership of the Partnership or in the
capital contributions of the Partners, and (iii) all such other instruments, documents and
certificates which, in the opinion of legal counsel to the Partnership, may from time to time be
required by the laws of the United States of America, the State of Delaware, or any other
jurisdiction in which the Partnership shall determine to do business, or any political subdivision
or agency thereof, or which such legal counsel may deem necessary or appropriate to effectuate,
implement and continue the valid and subsisting existence and business of the Partnership as a
limited partnership or to effect the dissolution, winding up or termination of the Partnership. The
Investor is aware that the terms of the Partnership Agreement permit certain amendments to the
Partnership Agreement to be effected and certain other actions to be taken or omitted by or with
respect to the Partnership without the Investor's consent. If an amendment of the Certificate of
Limited Partnership or the Partnership Agreement or any action by or with respect to the
Partnership is taken by the General Partner in the manner contemplated by the Partnership
Agreement, the Investor agrees that, notwithstanding any objection which the Investor may
assert with respect to such action, the General Partner is authorized and empowered, with full
power of substitution, to exercise the authority granted above in any manner which may be
necessary or appropriate to permit such amendment to be made or action lawfully taken or
omitted. The Investor is fully aware that the General Partner and each limited partner of the
Partnership will rely on the effectiveness of this special power -of- attorney with a view to the
orderly administration of the affairs of the Partnership. This power -of- attorney is a special
power -of- attorney and is coupled with an interest in favor of the General Partner and as such
(i) shall be irrevocable and survive in full force and effect and not be affected notwithstanding
the subsequent death, disability or incapacity of any party granting this power -of- attorney,
regardless of whether the Partnership or the General Partner shall have had notice thereof, and
(ii) shall survive the delivery of an assignment by the Investor of the whole or any portion of the
Investor's interest in the Partnership, except that where the assignee thereof has been approved
by the General Partner for admission to the Partnership as a substituted limited partner of the
12
OMM US:70084748.8
Partnership, this power -of- attorney given by the assignor shall survive the delivery of such
assignment for the sole purpose of enabling the General Partner to execute, acknowledge and file
any instrument necessary to effect such substitution. This power of attorney may be exercised
by such attorney -in -fact for the Investor by a single signature of the General Partner acting as
attorney -in -fact with or without listing the Investor executing an instrument.
11. The Investor understands that the information provided herein and in connection
herewith will be relied upon by the Partnership and the General Partner to determine the
eligibility of the Investor to purchase the Interest. The Investor agrees to provide such additional
documents and information reasonably requested by the General Partner relevant to a
determination of whether (i) the Investor (x) is an "accredited investor" (as defined under the
Securities Act), (y) is a "qualified purchaser" (as defined under the Investment Company Act),
and (z) constitutes one beneficial owner for purposes of Section 3(c)(I) of the Investment
Company Act, or (ii) the Partnership is holding "plan assets" (as defined in ERISA and the
regulations thereunder).
12. 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.
13. This Subscription Agreement shall be binding upon and inure to the benefit of the
Investor, the Partnership, the General Partner, the Investment Advisor, the Master Fund Advisor,
the Trustee, and their successors and permitted assigns. If the Investor is more than one person
or entity, the obligations of the Investor shall be joint and several, and the agreements,
representations, warranties and acknowledgments herein contained shall be deemed to be made
by and be binding upon each such person or entity and its successors and assigns.
14. This Subscription Agreement, the Prospective Investor Questionnaire, the
Partnership Agreement, any "side letter" or other written agreement between the Investor and the
Partnership, the General Partner, the Investment Advisor, the Master Fund Advisor and /or the
Trustee in connection with the Investor's investment in the Partnership and the other agreements
and documents referred to herein or in the Partnership Agreement contain the entire agreement of
the parties hereto and supersede any prior agreement of the parties hereto, and there are no
representations, covenants or other agreements except as stated or referred to herein and in such
other agreements or documents.
15. To the fullest extent permitted by law, this Subscription Agreement is not
transferable or assignable by the Investor.
16. This Subscription Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without regard to the principles of conflicts of laws
thereof.
17. Any term or provision of this Subscription Agreement that is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
invalidity or unenforceability without rendering invalid or unenforceable the remaining terms or
13
OMM US:70084748.8
provisions of this Subscription Agreement or affecting the validity or enforceability of any of the
terms or provisions of this Subscription Agreement in any other jurisdiction.
18. To the fullest extent permitted by law, in any judicial proceeding involving any
dispute, controversy or claim arising out of or relating to this Subscription Agreement or the
Partnership or its operations, the Investor (except as otherwise agreed to in writing by the
General Partner (on its own behalf or on behalf of the Partnership) or unless the Investor is a
sovereign entity that is a State of the United States or a political subdivision thereof) hereby
consents to the non - exclusive jurisdiction and venue in any state or federal court located in the
City and State of New York. In any such judicial proceeding, the Investor agrees that in addition
to any method for the service of process permitted or required by such courts, to the fullest extent
permitted by law, service of process may be made by prepaid certified mail with a proof of
mailing receipt validated by the U.S. Postal Service constituting evidence of valid service.
EXCEPT AS OTHERWISE AGREED TO IN WRITING BY THE GENERAL PARTNER (ON
ITS OWN BEHALF OR ON BEHALF OF THE PARTNERSHIP), THE INVESTOR HEREBY
WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY
DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS
SUBSCRIPTION AGREEMENT OR THE PARTNERSHIP AGREEMENT OR RELATING
TO THE PARTNERSHIP OR ITS BUSINESS OR AFFAIRS. Nothing contained herein shall
affect the right of the Partnership to commence any action, suit or proceeding or otherwise to
proceed against the Investor in any other jurisdiction or to serve process upon the Investor in any
manner permitted by any applicable law in any relevant jurisdiction.
19. This Subscription Agreement may be executed in counterparts with the same
effect as if the parties executing the counterparts had all executed one counterpart.
By executing the signature page included as Part IV of this Subscription Booklet, the
Investor agrees to be bound by the foregoing.
14
OM M US:70084748.8
..........
(Please complete and sign all 3 copies of the Signature Page)
IV. SIGNATURE PAGE
This page constitutes the signature page for:(i)the Subscription Agreement,(ii)the Prospective Investor
Questionnaire;and (iii)the Amended and Restated Limited Partnership Agreement of IFM Global
Infrastructure(US), L.P,
Execution of this page constitutes execution of,and the undersigned hereby authorizes this page to be
attached to a counterpart of,each of these documents,
The undersigned hereby applies for an Interest in the Partnership with a Capital Commitment of-.
$ 30,000,000.00
IN WITNESS WHEREOF,the undersigned has executed this signature page this day of
qd�' 1 2016.
City of Clearwater Employees'Pension Fund
Print Name of Limited Partner (Investor)
Yw
By: it r\ce BY:. LZ�-AUL Q-A' b!
Signature of Authorized Signatory Signature of Authorized Signator
Geome NV.Cretekos -[iC)aw c&'e C4(� -
Print Name of Authorized Signatory Print Name of Authorized Signatory
Chairperson,Board of Trustees �., cl�-,K
Print Title of Authorized Signatory Print Title of Authorized Signatory
Accepted and Agreed
"-x 12016
lFM Global Infrastructure(US)GP,LLC, IFM Investors(US)Advisor, LLC
in its vqpwcity^as General Partner,and on behalf'ol'IFU in its cqpach,as In veslenerd Adnyor,und,fi)r the purposes of
Global Infrostpucasre(VS),G.P. acknowledging its appointmenepoirsuant to claw 6(k)(W)oipiv.
By IFM Investors(US), LLC
By: By:
Name. PHILIP DOIAMN Name: PHILIP 0b
Title: ATTORNEY Title: ATTORNEY
Name: ROBIN MILLER Name: ROBIN MILLER
Title: ATTORNEY Title: ATTORNEY
15
OMM-IJ,9i'A)0847488
(Please complete and sign all 3 copies of the Signature Page
IV. SIGNATURE PAGE
This page constitutes the signature page for:(i)the Subscription Agreement;(ii)the Prospective Investor
Questionnaire;and(iii)the Amended and Restated Limited Partnership Agreement of I M Cilobal
Infrastructure(US), L.P.
Execution of this page constitutes execution of,and the undersigned hereby authorizes this page to be
attached to a counterpart of,each of these documents.
The undersigned hereby applies for an Interest in the Partnership with a Capital Commitment of
$ 30,000000.00
IN WITNESS WHEREOF,the undersigned has executed.this signature page this '"day of
t1 Ct 9 ,2016.
City of Clearwater Employees'Pension Fund
Print Name of Limited Partner (Investor) ,,.�,•,.,rR,r��
Aflesi
By:_ 4W 119,ry CY t Eby: :..-
Signature of Authorized Signatory Signature of Authorized.Signato
George N. Cretekos
Print Name of Authorized Signatory Print Name of Authorized Signatory
Chairperson,Board of Trustees ; , d d
Print Title of Authorized Signatory Print'title of Authorized Signatory
Accepted and Agreed
as of 7 - ,2016
IFM Global Infrastructure(US)GP,LLC, IFNI Investors(US)Advisor,LLC
in AT capacity+as General partner.and ran beha1 f raf'll"Al in iA culouc ldv as Investment Adwsor.and.for�rfrepior�xa.vrrs atf
Global Infrastructure(UN),L,l'. acknow^ledging a'ts amointanentlaursarara to clonse 6fktlatll only.
By: IF'M investors(US),1 LC y
Name: PHILIP t7OWMAN Name: PHILIP DOWMA
Title: ATTORNEY Title. ATTORNEY
Name: ROBIN MILLER Name: ROBIN MILLER
Title: ATTORNEY "T"itle: ATTORNEY
16
OMM tts:70084ras.s
................- 1-1-11-111...........-
(Please complete and sign all 3 copies of the Signature Page)
IV. SIGNATURE PAGE
This page constitutes the signature page for: (i)the Subscription Agreement;(ii)the Prospective Investor
Questionnaire, and(iii)the Amended and Restated Limited Partnership Agreement of IFM Global
Infrastructure(US), L.P.
Execution of this page constitutes execution of,and the undersigned hereby authorizes this page to be
attached to a counterpart of,each of these documents,
The undersigned hereby applies for an Interest in the Partnership with a Capital Commitment of:
$ 30,000,000.00
-41
WITNESS WHEREOF,the undersigned has executed this signature page this �3& day of
L 2016
A
City of Clearwater Employees'Pension Fund
All
Print Name of Limited Partner (investor)
A
CP
By: By: 0 aj "220
Signature of Authorized Signatory Signature of Authorized Signat'
George NI,Cretekos Rc)SCroaf 1'e- (-)-,-k i
Print Name of Authorized Signatory Print Name of Authorized Signatory t go
Chairperson,Board of Trustees CI N ckf t
Print Title of Authorized Signatory Print Title of Authorized Signatory
Accepted and Agreed
asol`2"-;L�!.V",&C,k'� ; ,2016
IFM Global Infrastructure(US)GP,LLC, IFM Investors(US)Advisor,LLC
in fts cqpaciMv as General Partner,and on behal(offAl in its capacity as In ivslment Advisor,andffir the purposes of"
Global lafrastructure(05),L.P. acknowledging its appointment pursuant In clause 6(4-Rxfij nn�v-
By: IFM Investor..,JUS), LLC
By; By:
Name: PHILIP DOMAN Name: PHILIP BOWMAN
Title: ATTORNEY Title: ATTORNEY
BY:,,. BY!
Name: ROBIN MILLER Name: ROBIN MILLER
Title: ATTORNEY Title: ATTORNEY
17
OMM-IJS':70084748.8
Exhibit A
City of Clearwater Employees'
Name: Pension Fund
IFM GLOBAL INFRASTRUCTURE (US), L.P.
(A Delaware Limited Partnership)
Limited Partner Interests
Prospective Investor Questionnaire
OMM US:70084748.8
PROSPECTIVE INVESTOR QUESTIONNAIRE
IFM GLOBAL INFRASTRUCTURE (US), L.P.
This Prospective Investor Questionnaire relates to the offering of limited partner interests
(the "Interests ") in IFM Global Infrastructure (US), L.P., a Delaware limited partnership (the
"Partnership "). The purpose of this Prospective Investor Questionnaire is to assist IFM Global
Infrastructure (US) GP, LLC (the "General Partner ") and IFM Investors (US) Advisor, LLC (the
"Investment Advisor "), in determining whether a prospective investor (the "Investor ") is eligible
to invest in the Partnership. By executing the signature page included in the Subscription Booklet
to which this Prospective Investor Questionnaire is attached as Exhibit A, the Investor will be
executing this Questionnaire and confirming that the information contained in this Questionnaire
is complete and accurate. Capitalized terms used but not defined in this Questionnaire have the
meanings given to them in the Subscription Agreement.
ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE
TREATED CONFIDENTIALLY. However, the Investor understands that the General Partner or
the Investment Advisor may present this Questionnaire to such parties as the General Partner or
the Investment Advisor, in its sole discretion, deems appropriate if called upon to establish that
(i) the proposed offer and sale of the Interests is exempt from registration under the Securities Act
or meets the requirements of applicable securities laws of any state or other jurisdiction, (ii) the
Partnership is exempt from registration under the Investment Company Act, (iii) the proposed
offer and sale of the Interests is not a prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code, (iv) the Investment Advisor is in compliance with the Investment
Advisers Act, (v) the General Partner, the Investment Advisor, the Master Fund Advisor, the
Trustee or any service provider to the Partnership or the Master Fund is in compliance with
applicable laws and regulations, including, without limitation, the USA Patriot Act, or (vi) the
Partnership or the Master Fund may make a proposed investment. In addition, a copy of this
Questionnaire may be provided to lenders and prospective lenders to the Partnership or the Master
Fund. The General Partner, the Investment Advisor, the Master Fund Advisor or the Trustee may
also disclose, as required by applicable law or as requested by any governmental body, agency or
official in connection with this offering or the operations of the Partnership or the Master Fund,
the name of the Investor, the amount of its capital commitment and capital contributions to the
Partnership and such other information required by applicable law or as requested by any
governmental body, agency or official. Furthermore, the Investor understands that the offering of
Interests may be reported to the Securities and Exchange Commission or to state securities
commissioners pursuant to the requirements of applicable federal law and of various state
securities laws.
OMM US:70084748.8
INSTRUCTIONS
Part I. Entities
Investors that are entities (including corporations, partnerships, limited liability
companies and trusts) should answer all questions in Sections A, B and C of Part
I, but should only answer the questions in Section D of Part I that are applicable
to them.
Section Page
Section A: General Information A -2
Section B: Accredited Investor Questions for Entities A -5
Section C: Other Certifications for Entities A -7
Section D: Qualified Purchaser Questions for Entities A -11
Question 1: Plan Investors that are Qualified A -12
Institutional Buyers
Question 2: Entities with Investments of $25 Million A -13
or More
Question 3: Family Companies A -15
Question 4: Other Investors A -19
"Plan Investor" and "family company" are defined on Page A -10.
Part II. Individual Investors
Investors that are individuals, as well as individuals that are providing ancillary
information to support the Investor's representations under Part I, should answer
all parts of Sections A, B and C of Part II.
Section Page
Section A: General Information A -21
Section B: Accredited Investor Questions for Individuals A -24
Section C: Qualified Purchaser Questions for Individuals A -25
A -1
OMM_US:70084748.8
Part I: Entities
Section A: General Information
1. The Investor
Name: City of Clearwater Employees' Pension Fund
Principal Place of Business: City of Clearwater Finance Department
100 S. Myrtle Avenue
(Number and Street)
Clearwater FL 33756 USA
(City) (State) (Postal Code) (Country)
Address for correspondence (if different)
same as above
(Number and Street)
(City) (State) (Postal Code) (Country)
Telephone number: 727 - 562 -4538 Facsimile number: 727 -562 -4535
E -mail address: jay.ravins @myclearwater.com
State or other jurisdiction in which incorporated or formed: Florida
Date of incorporation or formation: May 27, 1915
IRS taxpayer identification number (if any): 59- 6000289
Net assets as of the end of the most recent fiscal year are in excess of: $ 840,000,000
The Investor's year end for U.S. federal income tax purposes is December 31'.
rx Yes ❑ No*
*Note: If the Investor answered "No" above, please specify the Investor's year end:
Type of Investor (please check one that applies):
Corporate /Private Pension Insurance
x Public Pension Financial Institution
Taft Hartley Endowment
Industry Pension _ Sovereign Wealth Fund
Foundation Foreign Official Institutions
2. Authorized Individual Who Is Executing This Questionnaire on Behalf of the
Investor
Name:
George N. Cretekos
Current position or title: Chairperson, Board of Trustees, Employees' Pension Fund
Telephone number: 727 -562 -4050 Facsimile number: 727 -562 -4052
E -mail address: george.cretekos @myclearwater.com
3. Primary Contact Person
Name: Brian Jay Ravins
Address: 100 S. Myrtle Avenue
(Number and Street)
Clearwater FL 33756 USA
(City) (State) (Postal Code) (Country)
Telephone number: 727 -562 -4538 Facsimile number: 727 -562 -4535
E -mail address: jay.ravins @myclearwater.com
Relationship to Investor (e.g., attorney, accountant): Pension Plan Treasurer
Types of information this person should receive (please circle all that apply):
All Correspondence
OMM US:70084748.8
Capital Calls Distribution Information
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Legal Information
Tax Information Quarterly and Annual Reports
* *NOTE THAT AT LEAST ONE CONTACT PERSON MUST BE DESIGNATED AS THE RECIPIENT
OF "TAX INFORMATION"
4. Secondary Contact Person
Name: Monica Mitchell
Address: 100 S. Myrtle Avenue
Clearwater FL
(Number and Street)
33756 USA
(City) (State) (Postal Code) (Country)
Telephone number: 727- 562 -4533 Facsimile number: 727- 562 -4535
E -mail address: monica.mitchell @myclearwater.com
Relationship to Investor (e.g., attorney, accountant): City of Clearwater Asst. Finance Director
Types of information this person should receive (please circle all that apply):
All Correspondence
Legal Information
Capital Calls Distribution Information
Tax Information Quarterly and Annual Reports
* *NOTE THAT AT LEAST ONE CONTACT PERSON MUST BE DESIGNATED AS THE RECIPIENT
OF "TAX INFORMATION"
5. Bank and Brokerage Account Information
a. Bank Reference of the Investor:
Name of primary bank reference: Bank of America
Address of bank: 101 E. Kennedy Blvd
Tampa FL
(Number and Street)
33602
USA
(City) (State) (Postal Code) (Country)
Name of banking officer: Glenna Thompson, Vice President
Telephone number: 813 - 991 -7006 Facsimile number: 404 - 532 -3484
b. Account information for Wire Payments to the Partnership and for Wire Payments to the
Investor:
Name of bank: Northern Trust Company
Address of bank: 50 S. La Salle Street
Chicago IL (Number and Street)
60675
(City) (State) (Postal Code)
Account Name: City of Clearwater - Cash Account
USA
(Country)
Account Number: 2616542 ABA Number: 071000152
Further Credit Account Name (if applicable):
Name of banking officer: Gary J. Guibert
Telephone number: 312 - 444 -5913 Facsimile number: 312 - 557 -2710
Please note that contributions from or distributions to accounts held in the name of
persons other than the Investor will not be permitted.
6. Election to Receive Distributions
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OMM LJS:70084748.8
From time to time, and generally on a semi - annual basis, IFM Global Infrastructure (US), L.P.
(the "Partnership ") intends to make distributions of cash to all partners, as determined by IFM
Global Infrastructure (US) GP, LLC (the "General Partner ") in its discretion. There is no
guarantee that any such distribution will be made with respect to a particular six -month
period.
Each limited partner of the Partnership (each a "Limited Partner ") may elect to receive any
such distributions in cash, or to have such distributions reinvested in the Partnership. This
election may be changed by each Limited Partner on an annual basis by providing written
notice to the General Partner no later than December 315`, for distributions relating to the
following year.
If admitted to the Partnership as a Limited Partner, the Investor hereby elects to receive its
share of each cash distribution from the Partnership as follows:
❑ Each distribution from the Partnership should be distributed to the Investor in cash
pursuant to the wire transfer details provided in Section 5(b) above;
® Each distribution from the Partnership should be reinvested in the Partnership
according to the terms described in the governing documents of the Partnership.
7. Rule 506(d) of Regulation D
The Investor has not been subject to any Regulation D Rule 506(d) disqualifying event as
defined in Appendix A hereto and is not subject to any proceeding or event that could
result in any such disqualifying event ( "Disqualifying Event ") that would either require
disclosure under the provisions of Rule 506(e) of the Securities Act or result in
disqualification under Rule 506(d)(l) of the Partnership's use of the Rule 506 exemption.
X
True False
The Investor will immediately notify the Investment Advisor in writing if the Investor
becomes subject to a Disqualifying Event at any date after the date hereof. In the event
that the Investor is, or becomes subject to a Disqualifying Event at any date after the date
hereof, the Investor agrees and covenants to use its best efforts to coordinate with the
Investment Advisor (i) to provide documentation as reasonably requested by the
Investment Advisor related to any such Disqualifying Event and (ii) to implement a
remedy to address the Investor's changed circumstances such that the changed
circumstances will not affect in any way the Partnership's or its affiliates' ongoing and /or
future reliance on the Rule 506 exemption under the Securities Act. The Investor
acknowledges that, at the discretion of the Investment Advisor, such remedies may
include, without limitation, the waiver of all or a portion of the Investor's voting power in
the Partnership and /or the Investor's withdrawal from the Partnership through the transfer
or sale of its Interest in the Partnership. The Investor also acknowledges that the
Investment Advisor may periodically request assurance that the Investor has not become
subject to a Disqualifying Event at any date after the date hereof, and the Investor further
acknowledges and agrees that the Investment Advisor shall understand and deem the
failure by the Investor to respond in writing to such requests to be an affirmation and
restatement of the representations, warranties and covenants in this paragraph 7.
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Section B. Accredited Investor Questions for Entities
Interests will be sold only to Investors who are "accredited investors," as defined in Rule
501 under the Securities Act. For additional information regarding the definition of "accredited
investor," please refer to Rule 501 under the Securities Act.
Please indicate the basis of the Investor's "accredited investor" status by checking all
applicable statements.
The Investor is:
(a)
(b) X
(c)
any employee benefit plan within the meaning of ERISA, if the investment
decision 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;
an employee benefit plan established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its political
subdivisions, if such plan has total assets in excess of $5,000,000;
a corporation, a limited liability company, a partnership, a Massachusetts or
similar business trust, or an organization described in Section 50I (c)(3) of
the Code, in each case not formed for the specific purpose of acquiring an
Interest, with total assets in excess of $5,000,000;
(d) an entity in which each and every one of the equity owners is an
"accredited investor" as defined in Rule 501 under the Securities Act;
If the Investor checked this statement and did not check statement
(c) above, please provide a list of all equity owners. Each equity
owner must complete and sign a copy of this Questionnaire (insofar
as is necessary to determine that such equity owner is itself an
"accredited investor "). By completing the relevant pages of and
signing, this Questionnaire, such equity owner will be making the
representation relating to "accredited investor" status in Section
6(a)(x) of the Subscription Agreement.
(e)
a trust, with total assets in excess of $5,000,000, not formed for the specific
purpose of acquiring an Interest, whose purchase is directed by persons
having such knowledge and experience in financial and business matters
that they are capable of evaluating the merits and risks of the prospective
investment;
An individual qualifies as an "accredited investor" if the individual (i) has an individual net worth or joint net
worth with the individual's spouse, excluding the value of the primary residence of such individual, in excess of $1,000,000
(net worth is determined by subtracting total liabilities, excluding indebtedness secured by the primary residence up to the
fair market value of such residence, but including indebtedness secured by the primary residence in excess of the fair
market value of such residence, from total assets) or (ii) had an individual annual adjusted gross income in excess of
$200,000, or a joint annual adjusted gross income with the individual's spouse in excess of $300,000, in each of the two
most recently completed calendar years, and reasonably expects to have an individual annual adjusted gross income in
excess of $200,000, or joint annual adjusted gross income with the individual's spouse in excess of $300,000, during the
current calendar year.
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(I)
(g)
a bank, as defined in Section 3(a)(2) of the Securities Act, or a savings and
loan association, building and loan association, cooperative bank,
homestead association or similar institution, as defined in Section
3(a)(5)(A) of the Securities Act, in each case whether acting in its
individual or fiduciary capacity;
a revocable trust of which each and every grantor is an "accredited
investor" as defined in Rule 501 under the Securities Act who can amend or
revoke the trust at any time and regain title to the trust assets;
➢ If the Investor checked this statement and did not check statements
(e) or (f) above, please provide a list of all grantors. Each grantor
must complete and sign a copy of this Questionnaire (insofar as is
necessary to determine that such grantor is itself an "accredited
investor "). By completing the relevant pages of, and signing, this
Questionnaire, such grantor will be making the representation
relating to "accredited investor" status in Section 6(a)(x) of the
Subscription Agreement.
(h) a broker or dealer registered pursuant to Section 15 of the Securities
Exchange Act of 1934, as amended;
(i) an insurance company as defined in Section 2(13) of the Securities Act;
(j) an investment company registered under the Investment Company Act;
(k) (i) a business development company as defined in Section 2(a)(48) of the
Investment Company Act, or (ii) a 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;
(1)
(m)
OMM US:70084748.8
a self - directed employee benefit plan within the meaning of ERISA, with
investment decisions made solely by persons who are "accredited
investors" as defined in Rule 501 under the Securities Act; and /or
➢ If the Investor checked this statement, please provide a list of all
decision makers. Each decision maker must complete and sign a
copy of this Questionnaire (insofar as is necessary to determine that
such decision maker is itself an "accredited investor "). By
completing the relevant pages of, and signing, this Questionnaire,
such decision maker will be making the representation relating to
"accredited investor" status in Section 6(a)(x) of the Subscription
Agreement.
a private business development company as defined in Section 202(a)(22)
of the Investment Advisers Act.
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Section C: Other Certifications for Entities
1. The Investor was formed for the specific purpose of purchasing an Interest:
Yes
X No
NOTE: If the Investor answers "Yes" to this Question, please provide a list of all
persons who are beneficial owners of the Investor. Each such person must
separately qualify as an "accredited investor" and a "qualified purchaser" and
must complete and sign a copy of this Questionnaire as if such person were
directly purchasing an Interest. By completing and signing a copy of this
Questionnaire, such person will be making the representation relating to
"accredited investor" and "qualified purchaser" status in Section 6(a)(x) of the
Subscription Agreement.
2. (a) The Investor is a private investment company or a non -U.S. investment company that,
but for the exceptions provided in Sections 3(c)(1), 3(c)(7) or 7(d) of the Investment
Company Act, would be required to register as an "investment company" under the
Investment Company Act (an "Excepted Investment Company ").2
Yes
X No
NOTE: If the answer to 2(a) above is "No ", proceed to Question 3 below.
2 Explanatory Note: The Investor (whether a trust, a partnership, a limited liability company. a corporation
or another entity) is an investment company" as defined in the Investment Company Act if it owns or proposes to
acquire "investment securities" having a value exceeding 40% of the value of its assets (excluding government
securities and cash items) or is engaged, proposes to engage or holds itself out as being engaged primarily in the
business of investing, reinvesting, owning, holding or trading in securities. This definition therefore includes family
trusts and other entities that are not themselves operating businesses, but rather hold securities and other investments
for investment purposes.
An entity is generally not required to register as an "investment company" under the Investment Company
Act, however, if it has fewer than 100 beneficial owners, which is the exemption referred to as Section 3(c)(1).
Alternatively, an entity is generally not required to register (i) if all of its beneficial owners are "qualified purchasers"
(as defined in the Investment Company Act), which is the exemption referred to as Section 3(c)(7), or (ii) if it is a
foreign private investment company, which is the exemption referred to as Section 7(d).
If the Investor is a private investment company excepted from the Investment Company Act pursuant to
Section 3(c)(1), 3(c)(7) or 7(d) (an "Excepted Investment Company "), each beneficial owner of the Investor that
invested in the Investor on or before April 30, 1996 (a "pre -May 1996 investor ") must consent to the status of the
Investor as a "qualified purchaser ". If an Excepted Investment Company has invested in the Investor, and directly or
indirectly controls, is controlled by or is under common control with the Investor or the Partnership, each pre -May
1996 investor in such Excepted Investment Company also must consent to the status of the Investor as a "qualified
purchaser." If the Investor (or such Excepted Investment Company that has invested in the Investor) is a family
company, unanimous consent of all of the trustees, directors or general partners of the family company is sufficient.
This explanatory note is a summary of various legal requirements under the Investment Company Act. The
Investor may wish to consult its legal counsel or other advisors.
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OMM US:70084748.8
(b) If the Investor answers "Yes" to 2(a) above, did the Investor have one or more
beneficial owners of its outstanding securities (determined in accordance with Section
3(c)(1 )(A) of the Investment Company Act) on or before April 30, 1996?
Yes
No
(c) If the Investor answers "Yes" to 2(a) above, is any direct or indirect beneficial
owner of the Investor itself an Excepted Investment Company that (1) directly or indirectly
controls, is controlled by or is under common control with, the Investor or the Partnership
and (ii) had one or more beneficial owners of its outstanding securities (determined in
accordance with Section 3(c)(1)(A) of the Investment Company Act) on or before April
30, 1996?
Yes
No
(d) If the investor answers "Yes" both to 2(a) above and to 2(b) and /or 2(c) above, has
the Investor received the consent of all investors and beneficial owners required under the
Investment Company Act in order for the Investor to be treated as a "qualified purchaser"
under the Investment Company Act?
3. The Investor is a "United States person" for U.S. federal income tax purposes.
X
Yes
No
Yes
No
NOTE: A "United States person" includes (i) a corporation, entity taxable as a
corporation, or partnership created or organized in or under the laws of the
United States or of any state or political subdivision thereof or therein, including
the District of Columbia (other than a partnership that is not treated as a U.S.
person under Treasury Regulations, which have not yet been issued), (ii) an
estate the income of which is subject to U.S. federal income tax regardless of the
source thereof, or (iii) a trust with respect to which a court within the United
States is able to exercise primary supervision over its administration and one or
more U.S. persons have the authority to control all of its substantial decisions, or
certain electing trusts that were in existence on August 20, 1 996 and were
treated as domestic trusts on August 19, 1996. The Investor should contact its
U.S. tax advisor if the Investor is uncertain as to whether it is a United States
person for U.S. federal income tax purposes.
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4. (a) The Investor is a "benefit plan investor" (as such term is defined in Section 3(42)
of ERISA, which includes, without limitation, an "employee benefit plan" that is subject
to the provisions of Part 4 of Subtitle B of Title I of ERISA and a "plan" subject to Section
4975 of the Code.
Yes
X No
NOTE: If the answer to 4(a) above, is "No" proceed to Question 5 below.
(b) The Investor is a "benefit plan investor" because it is an entity or account whose
underlying assets include "plan assets" by reason of a plan's or another "benefit plan
investor's" investment in the Investor.
NOTE: If the answer to 4(b) above, is "No" proceed to Question 5 below.
Yes
No
(c) (i) The participation in the Investor by "benefit plan investors ", expressed
as a percentage, is %.
(ii) The maximum participation in the Investor by "benefit plan investors ",
expressed as a percentage, while the Investor holds interests in the Partnership
will be %.
The Investor expressly agrees to promptly disclose any changes with respect to the
percentages set forth in 4(c)(i) or (ii) above and to promptly re- confirm such
percentages at any time upon the request of the General Partner.
5. The Investor is investing assets allocated to an insurance company's general or separate
account in which any Investor described in Question 4 above has an interest.
Yes
X No
6. The Investor is a governmental plan within the meaning of Section 3(32) of ERISA, a
"foreign plan," or another plan or retirement arrangement that is not subject to Part 4 of
Title I of ERISA and with respect to which Section 4975 of the Code does not apply (such
as a non- electing "church plan" within the meaning of Section 3(33) of ERISA) (each, an
"Other Plan Investor ") or a partnership, limited liability company or other entity in which
such Other Plan Investor holds 25% of the value of any class of equity interest in such
entity or that is deemed to hold the assets of an Other Plan investor under applicable law.
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X
Yes
No
7. The Investor is, or is acting on behalf of, an entity or account described under 29 C.F.R.
Section 2510.3- 101(h) such as, for example, a group trust, a bank common or collective
trust or certain insurance company separate accounts.
8. The Investor is a "private foundation" under the Code.
Yes
X No
Yes
X No
9. The investor is a "charitable remainder trust" within the meaning of Section 664 of the
Code.
X
Yes
No
10. The Investor is exempt from U.S. federal income taxation under Section 501(a) of the
Code.
Yes
X No
11. (a) The Investor is organized as a limited liability company, limited partnership or
general partnership.
Yes
X No
NOTE: if the answer to 1 1(a) above is "No ", proceed to Question 12 below.
(b) The Investor is treated as a corporation for U.S. federal income tax purposes.
Yes
No
12. The Investor is subject to the U.S. Bank Holding Company Act of 1956, as amended. and
the regulations promulgated thereunder (collectively, the "BHC Act "), or is directly or
indirectly "controlled" (as that term is defined in the BHC Act) by a company that is
subject to the BHC Act .
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Yes
X No
Section D: Qualified Purchaser Questions for Entities
Interests will be sold only to Investors who are "qualified purchasers," as defined in
Section 2(a)(5 I)(A) of the Investment Company Act and the related rules thereunder. For
additional information regarding the definition of "qualified purchaser," please refer to Sections
3(c)(7) and 2(a)(51)(A) of the Investment Company Act and the related provisions and rules
(including Rule 2a51 -1).
Please indicate the basis of the Investor's status as a "qualified purchaser" by answering
the following questions.
If the Investor is a Plan Investor that is a Qualified Institutional Buyer because it
owns and invests on a discretionary basis $100 million or more of securities, start with
Question 1 on Page A -11.
A "Plan Investor" is (i) an employee benefit plan within the meaning of Title 1 of
ERISA (an "ERISA Plan "), (ii) 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 (a "Governmental Plan "), or (iii) a
trust fund whose trustee is a bank or trust company and whose participants are
exclusively ERISA Plans or Governmental Plans, except trust funds that include
as participants individual retirement accounts or H.R. 10 plans.
If the Investor is not a Plan Investor and Qualified Institutional Buyer, but the
Investor owns investments of $25 million or more, start with Question 2 on Page A -12.
If the Investor does not own investments of $25 million or more, but is a "family
company ", start with Question 3 on Page A -15.
A "family company" means any company (including a trust, partnership, limited
liability company or corporation) that is owned exclusively directly or indirectly
by or for (i)(x) two or more natural persons who are related as siblings or spouses
(including former spouses), or as direct lineal descendants by birth or adoption, or
(y) spouses of such persons, (ii) the estates of such persons, or (iii) foundations,
charitable organizations or trusts established by or for the benefit of such persons.
All other Investors should start with Question 4 on Page A -19.
A -I 1
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Question 1: Plan Investors that are Qualified Institutional Buyers
Instructions:
A Plan Investor will be a "qualified purchaser" if the Plan Investor is a "qualified
institutional buyer" (as defined in paragraph (a) of Rule 144A under the Securities Act) that is
acting for its own account. A Plan Investor will not be deemed to be acting for its own account if
investment decisions with respect to the plan are made by the. beneficiaries of the plan, except
with respect to investment decisions made solely by the fiduciary, trustee or sponsor of the plan.
Accordingly, a self - directed employee benefit plan (such as a "401(k)" plan) generally will not be
a qualified purchaser.
When answering the following questions, the Investor should:
➢ Value securities at cost, except where the Investor 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 such securities has been published. In the
latter event, securities may be valued at their market value on the most recent
practicable date.
➢ Exclude the following instruments and interests: 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.
(a) Does the Investor own and invest on a discretionary basis at least $100
million in securities of issuers not affiliated with the Investor?
X
Yes
No
(b) Are investment decisions with respect to the Investor made solely by the
fiduciary, trustee or sponsor of the Investor, and not by any beneficiary or
participant in the plan?
X
Yes
No
➢ If the answer to part (a) of Question 1 is "No ", but the answer to part (b) of
Question 1 is "Yes ", proceed to Question 2 on Page A -12.
➢ If the answer to part (b) of Question 1 is "No ", the Investor may not be a
qualified purchaser, and should contact the General Partner.
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Question 2: Entities with Investments of $25 Million or More
Instructions:
When answering the following questions, the Investor should:
➢ Aggregate investments held for the account of the Investor with investments made
by the Investor on a discretionary basis for other "qualified purchasers."
• If the Investor is a company, include investments owned by majority -owned
subsidiaries of the Investor, or owned by a parent company that owns a majority
interest in the Investor (a "Parent Company "), or owned by other majority- owned
subsidiaries of the Parent Company.
• Value investments based upon either their fair market value on the most recent
practicable date or their cost, except (i) as described in footnote 9 (Question 2(e))
below with respect to Commodity Interests, and (ii) as described in the
immediately following bullet point.
➢ When determining the amount of an investment, deduct the amount of any
outstanding indebtedness, including margin loans, incurred to acquire, or for the
purpose of acquiring, the investment.
In the case of a Investor that would be an investment company but for the
exclusion provided by Section 3(c)(1) or (3)(c)(7) of the Investment Company Act,
include amounts payable to the Investor pursuant to a firm agreement or other
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.
As soon as the answer to any question is "Yes ", you need not respond to any further
questions in this Prospective Investor Questionnaire.
(a) Does the Investor own investments of the following types in an aggregate amount of $25
million or more?
➢ securities of public companies3;
➢ securities of registered investment companies, such as mutual funds (including
money market funds) and publicly- traded closed -end funds;
➢ securities of private investment companies (including private investment funds)
that are exempt from the Investment Company Act pursuant to Section 3(c)(1) or
3(c)(7) of the Investment Company Act4; and/or
3 "A "public company" is 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 such term is defined by Regulation S under the Securities Act. For example, a company whose equity
securities are listed on a national securities exchange or traded on the National Association of Securities Dealers
Automated Quotation System (NASDAQ) would be a "public company."
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➢ cash and cash equivalents5 (including foreign currencies) held for investment
purposes.
Yes
No
(b) Does the Investor own investments in an aggregate amount of $25 million or more if the
Investor adds real estate held for investment purposes to the amount calculated in
Question 2(a)?
Yes
No
(c) Does the Investor own investments in an aggregate amount of $25 million or more if the
Investor adds securities of non - public companies that have shareholders' equity7 of at
least $50 million to the amounts calculated in Questions 2(a) and 2(b)?
Yes
No
(d) Does the Investor own investments in an aggregate amount of $25 million or more if the
Investor adds securities of non - public companies that have shareholders' equity of less
than $50 million and that do not control, are not controlled by and are not under common
control with8 the Investor to the amounts calculated in Questions 2(a) through 2(c)?
Yes
No
4 The Investor may also include securities in companies that are (i) exempt from the Investment Company
Act by Section 3(c)(2), (3), (4), (5), (6), (8) or (9) of the Investment Company Act, (ii) exempt from the Investment
Company Act by Rule 3a -6 or 3a -7 of the Investment Company Act, or (iii) commodity pools.
5 Cash and cash equivalents include bank deposits, certificates of deposit, bankers acceptances and similar
bank instruments held for investment purposes and the net cash surrender value of an insurance policy.
6 Real estate held for investment purposes excludes real estate used by the Investor as a place of business or
in connection with the Investor's trade or business (unless the Investor is engaged primarily in the business of
investing, trading or developing real estate and the real estate in question is owned in connection with such business).
7 "Shareholders' equity" means shareholders' equity (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 is admitted
as a Limited Partner.
8 For purposes of this question, the term "control," when used with respect to any entity, means (i) the
possession of the power to appoint an officer or director of the entity and the ownership directly or indirectly of any
voting securities of the entity, (ii) the ownership directly or indirectly of more than 25% of the voting securities of
the entity, or (iii) the possession of the power to exercise a controlling influence over the management or policies of
the entity. The terms "controlled by" or "under common control with" have meanings correlative to the foregoing.
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OMM_US:70084748.8
(e) Does the Investor own investments in an aggregate amount of $25 million or more if the
Investor adds the following types of investments (in each case held for investment
purposes) to the amounts calculated in Questions 2(a) through 2(d):
• commodity futures contracts, options on commodity futures contracts and options
on physical commodities traded on or subject to the rules of (i) a contract market
designated for trading such transactions under the Commodity Exchange Act and
the rules thereunder, or (ii) a board of trade or exchange outside the United States
as contemplated in the rules under the Commodity Exchange Act (collectively,
"Commodity Interests ")9;
• physical commodities with respect to which a Commodity Interest is traded on a
market described in the immediately preceding bullet point; and
• to the extent not included in any previous category, financial contracts10 entered
into for investment purposes.
Yes
No
If the Investor cannot answer "Yes" to any of questions (a) through (e), please
proceed to Question 3 on Page A -15 if the Investor is a "family company" or
Question 4 on Page A -18 if the Investor is not a "family company."
As soon as the answer to any question is "Yes ", you need not respond to any further
questions in this Prospective Investor Questionnaire.
Question 3: Family Companies
Only an Investor that is a family company may complete this Question 3.
If the Investor is not a family company and cannot answer "Yes" to any question
under Question 2, the Investor should proceed directly to Question 4 on Page A -18.
A "family company" means any company (including a trust, partnership, limited liability
company or corporation) that is owned exclusively directly or indirectly by or for (i)(x)
two or more natural persons who are related as siblings or spouses (including former
spouses), or as direct lineal descendants by birth or adoption, or (y) spouses of such
persons, (ii) the estates of such persons, or (iii) foundations, charitable organizations or
trusts established by or for the benefit of such persons.
Instructions:
9 Commodity Interests should be valued at their initial margin or option premium deposited in connection
with such Commodity Interests.
"Financial contracts" are defined in Section 3(c)(2)(B)(ii) of the Investment Company Act as 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 counter party to such arrangement.
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When answering the following questions, the Investor should:
➢ Value investments based upon either their fair market value on the most recent
practicable date or their cost, except (i) as described in footnote 17 (Question 3(e))
below with respect to Commodity Interests, and (ii) as described in the
immediately following bullet point.
➢ When determining the amount of an investment, deduct the amount of any
outstanding indebtedness, including margin loans, incurred by the Investor or any
of its owners to acquire, or for the purpose of acquiring, the investment.
➢ As soon as the answer to any question is "Yes ", you need not respond to any
further questions in this Prospective Investor Questionnaire.
(a) Is the Investor a family company that owns investments of the following types in an
aggregate amount of $5 million or more?
➢ securities of public companies";
➢ securities of registered investment companies, such as mutual funds (including
money market funds) and publicly- traded closed -end funds;
➢ securities of private investment companies (including private investment funds)
that are exempt from the Investment Company Act pursuant to Section 3(c)(1) or
3(c)(7) of the Investment Company Act'2; and/or
➢ cash and cash equivalents13 (including foreign currencies) held for investment
purposes.
Yes
No
(b) Is the Investor a family company that owns investments in an aggregate amount of $5
million or more if the Investor adds real estate held for investment purposes 14 to the
amount calculated in Question 3(a)?
1 A "public company" is 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 such term is defined by Regulation S under the Securities Act. For example, a company whose equity
securities are listed on a national securities exchange or traded on the National Association of Securities Dealers
Automated Quotation System (NASDAQ) would be a "public company."
12 The Investor may also include securities in companies that are (i) exempt from the Investment Company
Act by Section 3(c)(2), (3), (4), (5), (6), (8) or (9) of the Investment Company Act, (ii) exempt from the Investment
Company Act by Rule 3a -6 or 3a -7 of the Investment Company Act, or (iii) commodity pools.
13 Cash and cash equivalents include bank deposits, certificates of deposit. bankers acceptances and similar
bank instruments held for investment purposes and the net cash surrender value of an insurance policy.
14 Real estate held for investment purposes excludes real estate used by the Investor, any of its owners or
any "related person" of its owners (a spouse or former spouse, sibling, direct lineal descendant or ancestor by birth or
adoption or a spouse of such descendant or ancestor) (i) for personal purposes, (ii) as a place of business, or (iii) in
connection with a trade or business of the Investor, its owners or a related person of its owners (unless the Investor is
A -16
OMM CS:70084748.8
Yes
No
(c) Is the Investor a family company that owns investments in an aggregate amount of $5
million or more if the Investor adds securities of non - public companies that have
shareholders' equity15 of at least $50 million to the amounts calculated in Questions 3(a)
and 3(b)?
Yes
No
(d) Is the Investor a family company that owns investments in an aggregate amount of $5
million or more if the Investor adds securities of non - public companies that have
shareholders' equity of less than $50 million and that do not control, are not controlled by
and are not under common control with 16 the Investor to the amounts calculated in
Questions 3(a) through 3(c)?
Yes
No
(e) Is the Investor a family company that owns investments in an aggregate amount of $5
million or more if the Investor adds the following types of investments (in each case held
for investment purposes) to the amounts calculated in Questions 3(a) through 3(d)?
commodity futures contracts, options on commodity futures contracts and options
on physical commodities traded on or subject to the rules of (i) a contract market
designated for trading such transactions under the Commodity Exchange Act and
the rules thereunder, or (ii) a board of trade or exchange outside the United States
as contemplated in the rules under the Commodity Exchange Act (collectively,
"Commodity Interests") 1 7;
➢ physical commodities with respect to which a Commodity Interest is traded on a
engaged primarily in the business of investing, trading or developing real estate and the real estate in question is
owned in connection with such business). Residential real estate may be considered "held for investment" if
deductions on the property are not disallowed by Section 280A of the Code.
15 "Shareholders' equity" means shareholders' equity (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 the Investor is admitted as a
Limited Partner.
16 For purposes of this question, the term "control," when used with respect to any entity. means (i) the
possession of the power to appoint an officer or director of the entity and the ownership directly or indirectly of any
voting securities of the entity, (ii) the beneficial ownership, directly or indirectly, of more than 25% of the voting
securities of the entity, or (iii) the possession of the power to exercise a controlling influence over the management or
policies of the entity. The terms "controlled by" or "under common control with" have meanings correlative to the
foregoing.
17 Commodity Interests should be valued at their initial margin or option premium deposited in connection
with such Commodity Interests.
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OM M_ US:70084748.8
market described in the immediately preceding bullet point; and
➢ to the extent not included in any previous category, financial contracts 1 entered
into for investment purposes.
Yes
No
If the Investor cannot answer "Yes" to any of questions (a) through (e), please proceed to
Question 4 on the next page.
As soon as the answer to any question is "Yes ", you need not respond to any further
questions in this Prospective Investor Questionnaire.
18 "Financial contracts" are defined in Section 3(c)(2)(B)(ii) of the Investment Company Act as 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 counter party to such arrangement.
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OMM t1S:70084748.8
Question 4: Other Investors
Instructions:
Question 4 should be answered only by (i) Plan Investors that cannot answer "Yes" to part
(b) of Question 1 of this Section D, (ii) entities that are not family companies and cannot answer
"Yes" to any part of Question 2 of this Section D, and (iii) family companies that cannot answer
"Yes" to any part of Question 2 or Question 3 of this Section D.
Please answer all parts of this Question 4.
(a) Is the Investor an entity other than a trust and is each beneficial owner of the Investor's
securities a "qualified purchaser "?
Yes
No
NOTE: If the Investor answers "Yes" to this Question 4(a), please provide a list of all
beneficial owners. Each beneficial owner must complete and sign a copy of
this Questionnaire (insofar as is necessary to determine that such beneficial
owner is itself a "qualified purchaser "). By completing the relevant pages of,
and signing, this Questionnaire, such beneficial owner will be making the
representation relating to "qualified purchaser" status in Section 6(a)(x) of the
Subscription Agreement.
(b) Is the Investor a trust that was not formed for the specific purpose of acquiring an Interest,
as to which each trustee (or other person authorized to make decisions with respect to the
trust) is a "qualified purchaser" and each settlor (or other person who has contributed
assets to the trust) was a "qualified purchaser" at the time such person contributed assets
to the trust?
Yes
No
NOTE: If the Investor answers "Yes" to this Question, please provide a list of all
trustees (or other persons authorized to make decisions with respect to the
trust) and all settlors (or other persons who have contributed assets to the
trust). Each 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) must complete and sign a copy of this Questionnaire (insofar as is
necessary to determine that such person is itself a "qualified purchaser "). By
completing the relevant pages of, and signing, this Questionnaire, such person
will be making the representation relating to "qualified purchaser" status in
Section 6(a)(x) of the Subscription Agreement.
(c) Is the Investor a "qualified institutional buyer" (as defined in paragraph (a) of Rule 144A
under the Securities Act), that is acting for its own account, the account of another
"qualified institutional buyer," or the account of a "qualified purchaser "?
A -I9
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➢ If the Investor is a dealer described in paragraph (a)(1)(ii) of Rule 144A, it will not
qualify under this paragraph and must answer "No ", unless the Investor owns and
invests on a discretionary basis at least $25 million in securities of issuers that are
not affiliated persons of the Investor.
➢
If the Investor is an employee benefit plan referred to in paragraph (a)(1)(i)(D) or
(a)(1)(i)(E) of Rule 144A, or a trust fund referred to in paragraph (a)(1)(i)(F) of
Rule 144A that holds the assets of such a plan, the Investor will not be deemed to
be acting for its own account if investment decisions with respect to the plan are
made by beneficiaries of the plan, except with respect to investment decisions
made solely by the fiduciary, trustee or sponsor of such plan. Accordingly, a self -
directed employee benefit plan (such as a 401(k) plan) generally will not be a
qualified purchaser.
A -20
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Yes
No
6. Election to Receive Distributions
From time to time, and generally on a semi - annual basis, 1FM Global Infrastructure (US), L.P.
(the "Partnership ") intends to make distributions of cash to all partners, as determined by IFM
Global Infrastructure (US) GP, LLC (the "General Partner") in its discretion. There is no
guarantee that any such distribution will be made with respect to a particular six -month
period.
Each limited partner of the Partnership (each a "Limited Partner ") may elect to receive any
such distributions in cash, or to have such distributions reinvested in the Partnership. This
election may be changed by each Limited Partner on an annual basis by providing written
notice to the General Partner no later than December 31', for distributions relating to the
following year.
If admitted to the Partnership as a Limited Partner, the Investor hereby elects to receive its
share of each cash distribution from the Partnership as follows:
O Each distribution from the Partnership should be distributed to the Investor in cash
pursuant to the wire transfer details provided in Section 4(b) above;
C� Each distribution from the Partnership should be reinvested in the Partnership
according to the terms described in the governing documents of the Partnership.
7. Rule 506(d) of Regulation D
The Investor has not been subject to any Regulation D Rule 506(d) disqualifying event as
defined in Appendix A hereto and is not subject to any proceeding or event that could
result in any such disqualifying event ( "Disqualifying Event ") that would either require
disclosure under the provisions of Rule 506(e) of the Securities Act or result in
disqualification under Rule 506(d)(1) of the Partnership's use of the Rule 506 exemption.
X
True False
The Investor will immediately notify the Investment Advisor in writing if' the Investor
becomes subject to a Disqualifying Event at any date after the date hereof. In the event
that the Investor is, or becomes subject to a Disqualifying Event at any date after the date
hereof, the Investor agrees and covenants to use its best efforts to coordinate with the
Investment Advisor (i) to provide documentation as reasonably requested by the
Investment Advisor related to any such Disqualifying Event and (ii) to implement a
remedy to address the Investor's changed circumstances such that the changed
circumstances will not affect in any way the Partnership's or its affiliates' ongoing and /or
future reliance on the Rule 506 exemption under the Securities Act. The Investor
acknowledges that, at the discretion of the Investment Advisor, such remedies may
include, without limitation, the waiver of all or a portion of the Investor's voting power in
the Partnership and/or the Investor's withdrawal from the Partnership through the transfer
or sale of its Interest in the Partnership. The Investor also acknowledges that the
Investment Advisor may periodically request assurance that the Investor has not become
A -2 I
OMM US:70084748.8
subject to a Disqualifying Event at any date after the date hereof, and the Investor further
acknowledges and agrees that the Investment Advisor shall understand and deem the
failure by the Investor to respond in writing to such requests to be an affirmation and
restatement of the representations, warranties and covenants in this paragraph 7.
A -22
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OMM_US:70084748.8
Section B: Accredited Investor Questions for Individuals
Interests will be sold only to investors who are "accredited investors," as defined in Rule
501 under the Securities Act. For additional information regarding the definition of "accredited
investor ", please refer to Rule 501 under the Securities Act.
Please indicate the basis of your status as an "accredited investor" by checking each
applicable statement.
2.
The Investor:
OMM US:70084748.8
has an individual net worth or joint net worth with the individual's spouse,
excluding the value of the primary residence of such individual, in excess of
$1,000,000 (net worth is determined by subtracting total liabilities,
excluding indebtedness secured by the primary residence up to the fair
market value of such residence, but including indebtedness secured by the
primary residence in excess of the fair market value of such residence, from
total assets); and /or
had an individual annual adjusted gross income in excess of $200,000 (or a
joint annual adjusted gross income together with the Investor's spouse in
excess of $300,000) in each of the two most recently completed calendar
years, and reasonably expects to have an individual annual adjusted gross
income in excess of $200,000 (or a joint annual adjusted gross income
together with the Investor's spouse in excess of $300,000) in the current
calendar year.
A -24
Section C: Qualified Purchaser Questions for Individuals
Interests will be sold only to investors who are "qualified purchasers," as defined in
Section 2(a)(51)(A) of the Investment Company Act and the related rules thereunder. For
additional information regarding the definition of "qualified purchaser ", please refer to Sections
3(c)(7) and 2(a)(51)(A) of the Investment Company Act and their related provisions and rules
(including Rule 2a51 -1).
Please indicate the basis of your status as a "qualified purchaser" by answering the
following questions.
Instructions:
When answering the following questions, you should:
• Include all investments held jointly with your spouse or in which you share with your
spouse a community property or similar shared ownership interest. Do not include
other investments held by your spouse unless you and your spouse will jointly hold
the Interest.
➢ Include investments held in an individual retirement account (IRA), 401(k) or similar
retirement account only if the investments in the account are directed by you and held
for your benefit.
➢ Value investments based upon either their fair market value on the most recent
practicable date or their cost, except (i) as described in footnote 25 (Question 5)
below with respect to Commodity Interests (as defined in Question 5 of this Section
C), and (ii) as described in the immediately following bullet point.
• When determining the amount of an investment, deduct the amount of any
outstanding indebtedness, including margin loans, incurred to acquire, or for the
purpose of acquiring, the investment. Also deduct the amount of any additional
outstanding indebtedness for which your spouse is liable that was incurred to acquire,
or for the purpose of acquiring, any investment you include.
As soon as the answer to any question is "Yes ", you need not respond to any further
questions in this Prospective Investor Questionnaire.
A -25
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1. Do you own investments of the following types in an aggregate amount of $5 million or
more?
➢ securities of public companies 19;
➢ securities of registered investment companies, such as mutual funds (including money
market funds) and publicly- traded closed -end funds;
➢ securities of private investment companies (including private investment funds) that
are exempt from the Investment Company Act pursuant to Section 3(c)(1) or 3(c)(7)
of the Investment Company Act20; and /or
➢ cash and cash equivalents21 (including foreign currencies) held for investment
purposes.
Yes
No
2. Do you own investments in an aggregate amount of $5 million or more if you add real
estate held for investment purposes22 to the amount calculated in Question 1?
Yes
No
19A "public company" is 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 such term is defined by Regulation S under the Securities Act. For example, a company whose equity
securities are listed on a national securities exchange or traded on the National Association of Securities Dealers
Automated Quotation System (NASDAQ) would be a "public company."
20 You may also include securities in companies that are (i) exempt from the Investment Company Act by
Section 3(c)(2), (3), (4), (5), (6), (8) or (9) of the Investment Company Act, (ii) exempt from the Investment
Company Act by Rule 3a -6 or 3a -7 of the Investment Company Act, or (iii) commodity pools.
21 Cash and cash equivalents include bank deposits, certificates of deposit, bankers acceptances and similar
bank instruments held for investment purposes and the net cash surrender value of an insurance policy.
22 Real estate held for investment purposes excludes real estate used by you or your "related persons" (a
spouse or former spouse, sibling, direct lineal descendant or ancestor by birth or adoption, or a spouse of such
descendant or ancestor) (i) for personal purposes, (ii) as a place of business, or (iii) in connection with your or your
related persons' trade or business (unless you are engaged primarily in the business of investing, trading or
developing real estate and the real estate in question is owned in connection with such business). Residential real
estate may be considered "held for investment" if deductions on the property are not disallowed by Section 280A of
the Code.
A -26
OMM US:70084748.8
3. Do you own investments in an aggregate amount of $5 million or more if you add
securities of non - public companies that have shareholders' equity23 of at least $50 million to the
amounts calculated in Questions I and 2?
Yes
No
4. Do you own investments in an aggregate amount of $5 million or more if you add
securities of non - public companies that have shareholders' equity of less than $50 million and
that you do not control24 to the amounts calculated in Questions 1 through 3?
Yes
No
5. Do you own investments in an aggregate amount of $5 million or more if you add the
following types of investments (in each case held for investment purposes) to the amounts
calculated in Questions 1 through 4?
➢ commodity futures contracts, options on commodity futures contracts and options on
physical commodities traded on or subject to the rules of (i) a contract market
designated for trading such transactions under the Commodity Exchange Act and the
rules thereunder, or (ii) a board of trade or exchange outside the United States, as
contemplated in the rules under the Commodity Exchange Act (collectively,
"Commodity Interests ")25;
➢ physical commodities with respect to which a Commodity Interest is traded on a
market described in the immediately preceding bullet point; and
23 "Shareholders' equity" means shareholders' equity (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 you are admitted as a
Limited Partner.
24 For purposes of this question, you are deemed to "control" an entity if (i) you are an officer or director of
the entity and you own directly or indirectly any voting securities of the entity, (ii) you own beneficially, directly or
indirectly, more than 25% of the voting securities of the entity, or (iii) you have the power to exercise a controlling
influence over the management or policies of the entity, unless such power is solely as a result of being an officer or
director of the entity.
25 Commodity interests should be valued at their initial margin or option premium deposited in connection
with such Commodity Interests.
A -27
OMM US:70084748.8
to the extent not included in any previous category, financial contracts26 entered into
for investment purposes.
Yes
No
26 "Financial contracts" are defined in Section 3(c)(2)(B)(ii) of the Investment Company Act as 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, (11) 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 counterparty for a quotation, or is otherwise entered into and structured to
accommodate the objectives of the counterparty to such arrangement.
A -28
OMM US:70084748.8
APPENDIX A
Definition of "Disqualifying Event"
Each of the enumerated instances below is a "Disqualifying Event" for the purposes
of the Investor's response to paragraph 7 of Part 1 or Part 1I, as applicable, of the Prospective
Investor Questionnaire. Capitalized terms used but not defined in this Appendix A have the
meanings given to them in the Subscription Agreement. The Investor has been subject to a
Disqualifying Event if the Investor:
Has been convicted within ten years of the date hereof of any felony or misdemeanor (1) in
connection with the purchase or sale of any security, (ii) involving the making of any false
filing with the U.S. Securities and Exchange Commission (the "SEC ") or (iii) arising out
of the conduct of the business of an underwriter, broker, dealer, municipal securities
dealer, investment adviser or paid solicitor of purchasers of securities;
• Is subject to any order, judgment or decree of any court of competent jurisdiction entered
within five years of the date hereof that presently restrains or enjoins the Investor 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 the business of an underwriter, broker, dealer,
municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;
• Is subject to a final order of a state securities commission (or an agency or officer of a
state performing like functions); a state authority that supervises or examines banks,
savings associations or credit unions; a state insurance commission (or an agency or
officer of a state performing like functions); an appropriate federal banking agency; the
U.S. Commodity Futures Trading Commission; or the National Credit Union
Administration that (i) as of the date hereof, bars the Investor from (A) association with an
entity regulated by such commission, authority, agency or officer, (B) engaging in the
business of securities, insurance or banking or (C) engaging in savings association or
credit union activities or (ii) constitutes a final order based on a violation of any law or
regulation that prohibits fraudulent, manipulative or deceptive conduct entered within ten
years of the date hereof;
•
Is subject to any order of the SEC pursuant to Section 15(b) or 15B(c) of the Securities
Exchange Act of 1934, as amended, or Section 203(e) or (f) of the Investment Advisers
Act that as of the date hereof (1) suspends or revokes the Investor's registration as a
broker, dealer, municipal securities dealer or investment adviser, (ii) places limitations on
the activities, functions or operations of the Investor or (iii) bars the Investor from being
associated with any entity or from participating in the offering of any penny stock;
• Is subject to any order of the SEC entered within five years of the date hereof that
presently orders the Investor to cease and desist from committing or causing a violation or
future violation of (i) any scienter -based anti -fraud provision of the federal securities laws
or (ii) Section 5 of the Securities Act;
• Is, as of the date hereof, suspended or expelled from membership in, or suspended or
barred from association with a member of, a registered national securities exchange or a
Appendix -1
OMM US:70084748.5
registered national or affiliated securities association for any act or omission to act
constituting conduct inconsistent with just and equitable principles of trade;
Has filed (as a registrant or issuer), or was or was named as an underwriter in, any
registration statement or Regulation A offering statement filed with the SEC that, within
five years of the date hereof, was the subject of a refusal order, stop order or order
suspending the Regulation A exemption, or is presently the subject of an investigation or
proceeding to determine whether a stop order or suspension order should be issued; or
Is subject to a United States Postal Service false representation order entered within five
years of the date hereof or is presently subject to a temporary restraining order or
preliminary injunction with respect to conduct alleged by the United States Postal Service
to constitute a scheme or device for obtaining money or property through the mail by
means of false representations.
Appendix -2
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