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01/19/2016Tuesday, January 19, 2016 9:00 AM City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 Council Chambers Pension Trustees Meeting Agenda January 19, 2016Pension Trustees Meeting Agenda 1. Call To Order 2. Approval of Minutes 2.1 Approve the minutes of the December 14, 2015 Pension Trustees Meeting as submitted in written summation by the City Clerk. 3. Citizens to be Heard Regarding Items Not on the Agenda 4. New Business Items 4.1 Approve the new hires for acceptance into the Pension Plan as listed. 4.2 Approve the following request of employee Robin Gomez, City Auditor, to vest his pension as provided by Section 2.419 of the Employees’ Pension Plan. 4.3 Approve the following request of employees Paul Chute, Public Utilities Department, and Leonard Merritt, Police Department, for a regular pension as provided by Sections 2.416 and 2.424 of the Employees’ Pension Plan. 4.4 Approve the Charter for the City of Clearwater Employees’ Pension Investment Committee. 4.5 Approve agreement hiring IFM Global Infrastructure (US), L.P. as an infrastructure money manager for the pension plan, and authorize the appropriate officials to execute same. 5. Adjourn Page 2 City of Clearwater Printed on 1/14/2016 Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#16-2050 Agenda Date: 1/19/2016 Status: Agenda ReadyVersion: 1 File Type: MinutesIn Control: Pension Trustees Agenda Number: 2.1 SUBJECT/RECOMMENDATION: Approve the minutes of the December 14, 2015 Pension Trustees Meeting as submitted in written summation by the City Clerk. SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 1/14/2016 Pension Trustees Meeting Minutes December 14, 2015 City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 Meeting Minutes Monday, December 14, 2015 1:00 PM Pension Trustees Page 1 City of Clearwater Pension Trustees Meeting Minutes December 14, 2015 Roll Call Present 5 - Chair George N. Cretekos, Trustee Doreen Hock-DiPolito, Trustee Jay E. Polglaze, Trustee Bill Jonson, and Trustee Hoyt Hamilton Also Presen t – W illiam B. Horne – City Manager, Jill Silverboard – Assistant City Man ager, Ro d Irwin – Assistant City Mana ger, Pamela K. Akin – City Attorney, Rosem ar ie Ca ll – City Clerk, Nicole Spra gue – Offic ial Re cords and Le gis lati ve Ser vices Coord in ator To pro vi de continui ty fo r research, item s are li sted in agend a order altho ugh not ne cessarily disc ussed in that order. Unapproved 1. Call To Order – Chair Cretekos The meeting was called to order at 1:50 p.m. at City Hall. 2. Approval of Minutes 2.1 Approve the minutes of the November 16, 2015 Pension Trustees Meeting as submitted in written summation by the City Clerk. Trustee Hamilton moved to approve the minutes of the November 16, 2015 Pension Trustees Meeting as submitted in written summation by the City Clerk. The motion was duly seconded and carried unanimously. 3. Citizens to be Heard Regarding Items Not on the Agenda – None. 4. New Business Items 4.1 Approve the new hires for acceptance into the Pension Plan as listed. Name, Job Classification, Department Pension Elig. Date Vikki Engelson - Paralegal, Legal 09/28/2015 Colin Knowles - Traffic Signal Tech, Engineering 09/28/2015 Jennifer Lozano * - Librarian I, Library 10/03/2015 Keith Law ** - Library Programming Specialist, Library 10/03/2015 Monica Serrano *** - Librarian Assistant, Library 10/03/2015 Lisa Baughman **** - Librarian I, Library 10/03/2015 Page 2 City of Clearwater Pension Trustees Meeting Minutes December 14, 2015 Thomas Murray - Public Utilities Tech I, Public Utilities 10/05/2015 James Warman - Fire Inspector II, Fire Department 10/05/2015 Daniel St. Clair ***** - Recreation Leader I, Parks and Rec. 10/05/2015 Karen Freytag ****** - Buyer, Finance 10/14/2015 Mary Sutton ******* - Police Officer, Police Department 10/17/2015 Michelle Chapman - Customer Service Rep., Customer Service 10/19/2015 Richard Say - Customer Service Representative, Customer Service 10/19/2015 D’Averick Spencer - Parks Streets & Sidewalks Tech I, Parks and Rec. 10/19/2015 Caleb Mello ******** - Parks Service Tech I, Parks and Rec. 10/19/2015 Justin Reynolds - Gas Tech I, Gas Department 10/19/2015 O’Neil Bonner - Gas Tech I, Gas Department 10/19/2015 Adam Mirro - Utilities Mechanic, Public Utilities 10/19/2015 Troy Younce - Utilities Mechanic, Public Utilities 10/19/2015 Steven Chambers - Police Officer, Police Department 10/19/2015 Justin Hennis - Police Officer, Police Department 10/19/2015 Matthew Milazzo - Police Officer, Police Department 10/19/2015 Meeghan Ramos - Police Officer, Police Department 10/19/2015 Keaton Zerby - Police Officer, Police Department 10/19/2015 Morgan Sullivan ********* - Beach Lifeguard, Parks and Rec. 10/19/2015 * Jennifer Lozano was employed as a student intern from 8/23/2011 to 4/06/2012 and then in a temporary position from 4/07/2012 to 8/09/2012. She was hired as a part time librarian 8/13/2012, and then transferred to a full time position 10/03/2015. She will be eligible for pension as of 10/03/2015. ** Keith Law was hired into a part time position 2/24/2014 and promoted to a full time position effective 10/03/2015. He will be eligible for pension effective 10/03/2015. *** Monica Serrano was hired as a part time Library Assistant 5/18/2015 and then hired into a full time position effective 10/03/2015. She will be eligible for pension as of 10/03/2015. **** Lisa Baughman was hired into a part time position on 8/25/2014 and then transferred to a full time position effective 10/03/2015. She will be eligible for pension as of 10/03/2015. ***** Daniel St. Clair was employed in a temporary part time position from 5/16/2015 to 10/2/2015. He was hired into a full time position effective 10/05/2015, and will be eligible for pension as of 10/05/2015. ****** Karen Freytag was employed in a temporary part time position from 3/30/2015 to 9/26/2015, and then hired into a full time position effective 10/14/2015. She will be eligible for pension as of 10/14/2015. ******* Mary Sutton was hired as a Police Cadet 9/21/2015, and promoted to a Police Officer position effective 10/17/2015. She will be eligible for pension as of 10/17/2015. Page 3 City of Clearwater Pension Trustees Meeting Minutes December 14, 2015 ******** Caleb Mello was employed in temporary part time positions from 4/05/2014 to 8/29/2014 and 5/09/2015 to 10/16/2015. He was hired into a full time position effective 10/19/2015, and will be eligible for pension as of 10/19/2015. ********* Morgan Sullivan was hired into a temporary assignment 06/06/2015,and transferred to a part time position 8/08/2015. She was promoted to a full time position effective 10/19/2015 and will be eligible for pension effective 10/19/2015. Trustee Jonson moved to approve the new hires for acceptance into the Pension Plan as listed. The motion was duly seconded and carried unanimously. 4.2 Approve the following request of employee Bradley Keating, Fire Department, to vest his pension as provided by Section 2.419 of the Employees’ Pension Plan. Bradley Keating, Fire Medic, Fire Department, was employed by the City on October 31, 2005, and began participating in the Pension Plan on that date. Mr. Keating terminated from City employment on October 31, 2015. The Employees’ Pension Plan provides that should an employee cease to be an employee of the City of Clearwater or change status from full-time to part-time after completing ten or more years of creditable service (pension participation), such employee shall acquire a vested interest in the retirement benefits. Vested pension payments commence on the first of the month following the month in which the employee normally would have been eligible for retirement. Section 2.416 provides for normal retirement eligibility for non-hazardous duty employees hired prior to the effective date of this reinstatement (January 1, 2013), a member shall be eligible for retirement following the earlier of the date on which a participant has reached the age of fifty-five years and completed twenty years of credited service; the date on which a participant has reached age sixty-five years and completed ten years of credited service; or the date on which a member has completed thirty years of service regardless of age. For non-hazardous duty employees hired on or after the effective date of this restatement, a member shall be eligible for retirement following the earlier of the date on which a participant has reached the age of sixty years and completed twenty-five years of credited service; or the date on which a participant has reached the age of sixty-five years and completed ten years of credited service. Section 2.416 provides for normal retirement eligibility for hazardous duty Page 4 City of Clearwater Pension Trustees Meeting Minutes December 14, 2015 employees, a member shall be eligible for retirement following the earlier of the date on which the participant has completed twenty years of credited service regardless of age, or the date on which the participant has reached fifty-five years and completed ten years of credited service. Mr. Keating will meet the hazardous duty criteria and begin collecting pension in November 2025. Trustee Hock-DiPolito moved to approve the request of employee Bradley Keating, Fire Department, to vest his pension as provided by Section 2.419 of the Employees’ Pension Plan. The motion was duly seconded and carried unanimously. 4.3 Approve the following request of employees Scott Ballard, Police Department, Eddie Blackshear, Public Utilities Department and Gregory Smith, Police Department for a regular pension as provided by Sections 2.416 and 2.424 of the Employees’ Pension Plan. Scott Ballard, Police Officer, Police Department, was employed by the City on February 6, 1995, and his pension service credit is effective on that date. His pension will be effective November 1, 2015. Based on an average salary of approximately $73,400.06 over the past five years, the formula for computing regular pensions and Mr. Ballard’s selection of the 100% Joint and Survivor Annuity, this pension benefit will be approximately $40,853.76 annually. Eddie Blackshear, Public Utilities Tech II, Public Utilities Department, was employed by the City on December 10, 1984, and his pension service credit is effective on that date. His pension will be effective April 1, 2016. Based on an average salary of approximately $48,565.32 over the past five years, the formula for computing regular pensions and Mr. Blackshear’s selection of the Life Annuity, this pension benefit will be approximately $41,769.24 annually. Gregory Smith, Police Officer, Police Department, was employed by the City on May 31, 1994, and his pension service credit is effective on that date. His pension will be effective November 1, 2015. Based on an average salary of approximately $73,009.76 over the past five years, the formula for computing regular pensions and Mr. Smith’s selection of the 100% Joint and Survivor Annuity, this pension benefit will be approximately $42,102.24 annually. Section 2.416 provides for normal retirement eligibility for non-hazardous duty employees hired prior to the effective date of this reinstatement (January 1, 2013), a member shall be eligible for retirement following the earlier of the date on which a participant has reached the age of fifty-five years and completed twenty years of credited service; the date on which a participant has reached age sixty-five years and completed ten years of credited service; or the date on Page 5 City of Clearwater Pension Trustees Meeting Minutes December 14, 2015 which a member has completed thirty years of service regardless of age. For non-hazardous duty employees hired on or after the effective date of this restatement, a member shall be eligible for retirement following the earlier of the date on which a participant has reached the age of sixty years and completed twenty-five years of credited service; or the date on which a participant has reached the age of sixty-five years and completed ten years of credited service. Mr. Blackshear has met the non-hazardous duty criteria. Section 2.416 provides for normal retirement eligibility for hazardous duty employees, a member shall be eligible for retirement following the earlier of the date on which the participant has completed twenty years of credited service regardless of age, or the date on which the participant has reached fifty-five years and completed ten years of credited service. Mr. Ballard and Mr. Smith have met the hazardous duty criteria. Trustee Polglaze moved to approve the request of employees Scott Ballard, Police Department, Eddie Blackshear, Public Utilities Department and Gregory Smith, Police Department for a regular pension as provided by Sections 2.416 and 2.424 of the Employees’ Pension Plan. The motion was duly seconded and carried unanimously. 5. Adjourn The meeting adjourned at 1:51 p.m. Chair Employees’ Pension Plan Trustees Attest City Clerk Page 6 City of Clearwater Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#15-1970 Agenda Date: 1/19/2016 Status: Agenda ReadyVersion: 2 File Type: Action ItemIn Control: Pension Trustees Agenda Number: 4.1 SUBJECT/RECOMMENDATION: Approve the new hires for acceptance into the Pension Plan as listed. SUMMARY: Name Job Classification Department Pension Eligibility Date Alex McFarlane Engineering Technician Gas Department 10/27/2015 Meredith Kambic *Librarian I Library Department 10/31/2015 Ryan Gibbs **Police Officer Police Department 10/31/2015 Jerramee King Parks Service Technician I Parks and Recreation 11/02/2015 Travis Presley Parks Service Technician I Parks and Recreation 11/02/2015 Gerard Burney Parks Service Technician I Parks and Recreation 11/02/2015 Jeff BuffieEngineering Technician Gas Department 11/02/2015 Pablo Benitez Gas Technician I Gas Department 11/02/2015 Dieunice Deris Human Resources Analyst Human Resources 11/02/2015 Christin Harris ***Code Enforcement Inspector Planning and Development 11/02/2015 Breanna Reed Police Communication Operator Trainee Police Department 11/02/2015 Raquel Pioquinto Pena Police Communication Operator Trainee Police Department 11/02/2015 Maria Scott Solid Waste Accounts Coordinator Solid Waste Department 11/02/2015 Mario Parades Graphics Designer Public Communications 11/16/2015 Tarik Jones ****Solid Waste Worker Solid Waste Department 11/16/2015 * Meredith Kambic was employed in temporary positions from 2/25/2014 to 11/25/2014 and from 8/11/2015 to 10/02/2015. She was hired into a part time position 10/03/2015 and then a full time position 10/31/2015. She will be eligible for pension as of 10/31/2015. ** Ryan Gibbs was employed as a Police Cadet from 10/19/2015 to 10/30/2015. He was promoted into a Police Officer position effective 10/31/2015 and will be eligible for pension as of 10/31/2015. *** Christin Harris was previously employed with the City of Clearwater from 2/27/2012 to 3/30/2014. She was rehired 11/2/2015 and will be eligible for pension as of 11/2/2015. **** Tarik Jones was employed in a temporary part time position from 4/11/2003 to 11/04/2003. He was hired into a full time position effective 11/17/2003 and resigned effective 6/13/2015. He was rehired 11/16/2015 and will be eligible for pension as of 11/16/2015. APPROPRIATION CODE AND AMOUNT: N/A USE OF RESERVE FUNDS: N/A Page 1 City of Clearwater Printed on 1/14/2016 Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#15-1971 Agenda Date: 1/19/2016 Status: Agenda ReadyVersion: 2 File Type: Action ItemIn Control: Pension Trustees Agenda Number: 4.2 SUBJECT/RECOMMENDATION: Approve the following request of employee Robin Gomez, City Auditor, to vest his pension as provided by Section 2.419 of the Employees’ Pension Plan. SUMMARY: Robin Gomez, City Auditor, was employed by the City on September 16, 1996, and began participating in the Pension Plan on that date. Mr. Gomez terminated from city employment on November 25, 2015. The Employees’ Pension Plan provides that should an employee cease to be an employee of the City of Clearwater or change status from full -time to part-time after completing ten or more years of creditable service (pension participation ), such employee shall acquire a vested interest in the retirement benefits. Vested pension payments commence on the first of the month following the month in which the employee normally would have been eligible for retirement. Section 2.416 provides for normal retirement eligibility for non -hazardous duty employees hired prior to the effective date of this reinstatement (January 1, 2013), a member shall be eligible for retirement following the earlier of the date on which a participant has reached the age of fifty-five years and completed twenty years of credited service; the date on which a participant has reached age sixty -five years and completed ten years of credited service; or the date on which a member has completed thirty years of service regardless of age. For non-hazardous duty employees hired on or after the effective date of this restatement, a member shall be eligible for retirement following the earlier of the date on which a participant has reached the age of sixty years and completed twenty -five years of credited service; or the date on which a participant has reached the age of sixty -five years and completed ten years of credited service. Mr. Gomez will meet the non-hazardous duty criteria and begin collecting a pension in October 2026. Section 2.416 provides for normal retirement eligibility for hazardous duty employees, a member shall be eligible for retirement following the earlier of the date on which the participant has completed twenty years of credited service regardless of age, or the date on which the participant has reached fifty-five years and completed ten years of credited service. APPROPRIATION CODE AND AMOUNT: N/A USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 1/14/2016 File Number: ID#15-1971 N/A Page 2 City of Clearwater Printed on 1/14/2016 Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#15-1972 Agenda Date: 1/19/2016 Status: Agenda ReadyVersion: 2 File Type: Action ItemIn Control: Pension Trustees Agenda Number: 4.3 SUBJECT/RECOMMENDATION: Approve the following request of employees Paul Chute, Public Utilities Department, and Leonard Merritt, Police Department, for a regular pension as provided by Sections 2.416 and 2.424 of the Employees’ Pension Plan. SUMMARY: Paul Chute, Wastewater Treatment Plant Oper B, Public Utilities Department, was employed by the City on October 21, 1991, and his pension service credit is effective on that date. His pension will be effective December 1, 2015. Based on an average salary of approximately $43,364.14 over the past five years, the formula for computing regular pensions and Mr . Chute’s selection of the 100% Joint and Survivor Annuity, this pension benefit will be approximately $24,601.80 annually. Leonard Merritt, Police Officer, Police Department, was employed by the City on February 6, 1995, and his pension service credit is effective on that date. His pension will be effective January 1, 2016. Based on an average salary of approximately $74,207.40 over the past five years, the formula for computing regular pensions and Mr. Merritt’s selection of the 100% Joint and Survivor Annuity, this pension benefit will be approximately $41,570.04 annually. Section 2.416 provides for normal retirement eligibility for non -hazardous duty employees hired prior to the effective date of this reinstatement (January 1, 2013), a member shall be eligible for retirement following the earlier of the date on which a participant has reached the age of fifty-five years and completed twenty years of credited service; the date on which a participant has reached age sixty -five years and completed ten years of credited service; or the date on which a member has completed thirty years of service regardless of age. For non-hazardous duty employees hired on or after the effective date of this restatement, a member shall be eligible for retirement following the earlier of the date on which a participant has reached the age of sixty years and completed twenty -five years of credited service; or the date on which a participant has reached the age of sixty -five years and completed ten years of credited service. Mr. Chute has met the non-hazardous duty criteria. Section 2.416 provides for normal retirement eligibility for hazardous duty employees, a member shall be eligible for retirement following the earlier of the date on which the participant has completed twenty years of credited service regardless of age, or the date on which the participant has reached fifty -five years and completed ten years of credited service. Mr. Merritt has met the hazardous duty criteria. Page 1 City of Clearwater Printed on 1/14/2016 File Number: ID#15-1972 APPROPRIATION CODE AND AMOUNT: N/A USE OF RESERVE FUNDS: N/A Page 2 City of Clearwater Printed on 1/14/2016 Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#15-2012 Agenda Date: 1/19/2016 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Pension Trustees Agenda Number: 4.4 SUBJECT/RECOMMENDATION: Approve the Charter for the City of Clearwater Employees’ Pension Investment Committee. SUMMARY: The proposed Charter codifies the structure, responsibilities, and authority of the pension investment committee. The committee meets quarterly and serves as an advisory committee making investment-related recommendations to the Pension Trustees. The committee is also responsible for performance monitoring of the plan’s money managers. The committee consists of the City ’s Finance Director, Assistant Finance Director, Accounting Manager, Debt Manager, one citizen appointed by Council, and representatives from each of the employee unions. APPROPRIATION CODE AND AMOUNT: N/A USE OF RESERVE FUNDS: N/A Page 1 City of Clearwater Printed on 1/14/2016 INVESTMENT COMMITTEE CHARTER The Board of Trustees of the City of Clearwater Employees’ Pension Fund has adopted this Investment Committee Charter. PURPOSE The Investment Committee is responsible for oversight of the pension plan investments via investment performance monitoring, and will provide investment recommendations to the Trustees regarding asset allocation, hiring and firing of investment money managers and consultants, and other investment actions. MEMBERSHIP The Investment Committee will consist of the following (at a minimum): the City Finance Director (Treasurer for the Trustees), Assistant Finance Director, Finance Accounting Manager, Finance Debt Manager, and one citizen member appointed by the Pension Trustees. Additionally, one representative from each of the employee unions will be invited to serve on the Committee. The Finance Director or designee will chair the committee. MEETINGS The Committee will normally meet on a quarterly basis. A quorum of at least 3 members must be physically present for all meetings of the Committee. Staff will prepare minutes for each meeting that will serve as a record of proceedings in the form of a non-verbatim report. RESPONSIBILITIES In making recommendations to the Pension Trustees, the Investment Committee members will exercise the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of like character with like aims. The Investment Committee is responsible for the following investment-related activities, subject to approval by the Board of Trustees:  Recommend the policies, objectives, and guidelines for investment of the Fund’s assets and oversee compliance with the investment policy and the laws of Florida.  Recommend qualified professionals to assist in administration and monitoring of the pension investments and monitor their performance.  Monitor performance of investment money managers and make recommendations for hiring and firing of money managers to Trustees.  Make recommendations to Trustees regarding investment objectives, asset classes and allocations, and other investment-related issues as appropriate. PROCEDURES FOR AMENDING THE INVESTMENT COMMITTEE CHARTER The Charter may be amended by a majority vote of the Trustees. Recommendations for Charter changes should be directed to the Treasurer for the Trustees. The Treasurer for the Trustees shall review all recommendations and submit recommended changes to the Trustees for approval. Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#15-2013 Agenda Date: 1/19/2016 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Pension Trustees Agenda Number: 4.5 SUBJECT/RECOMMENDATION: Approve agreement hiring IFM Global Infrastructure (US), L.P. as an infrastructure money manager for the pension plan, and authorize the appropriate officials to execute same. SUMMARY: The Pension Investment Committee instructed the plan ’s investment consultant, CapTrust, to conduct a manager search for an infrastructure money manager It is expected that the infrastructure asset class will further diversify the plan ’s portfolio, and reduce volatility due to relatively stable cash flow streams and low correlation to the equity and fixed income portfolio investments. Additionally, infrastructure assets are viewed as an attractive investment for the plan due to stable demand and cash flows per “captive” customer bases; assets with long life spans matching the plan ’s long term investment strategy; increased global demand for privatization of infrastructure due to demand growth and lack of public funding; and relatively high barriers to entry for investors. The committee invited a short list of three firms for oral presentations: JP Morgan, IFM Investors, and UBS Global Asset Management, and chose IFM Investors IFM Global Infrastructure (US), L.P. for recommendation to the Trustees. The proposed investment is $30 million, representing approximately 3.5% of the plan’s portfolio, to be funded by a reduction in exposure to equities. IFM’s US LP fund has returns (net of fees) of 8.5% for one year; 6.5% for three years; and 8.3% since inception in 2004, as of September 30, 2015. Sector allocations of the fund include airports, electricity transmission and distribution, water and wastewater, electricity generation, pipelines and related infrastructure, telecommunications, and steam and hot water supply. Recent geographic allocations were approximately 70% international and 30% in the United States. Management fees are 0.97% of the portfolio value, with additional performance fees of 20% of the net realized and unrealized appreciation in excess of 8% annually, calculated over rolling three-year periods. The Plan’s Pension Attorney, Stu Kaufman with Klausner, Kaufman, Jensen and Levinson, has reviewed the agreements and his recommended changes have been incorporated. Page 1 City of Clearwater Printed on 1/14/2016 Name: ____________________________________ Capital Commitment Amount: _________________ 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 OMM_US:70084748.8 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. OMM_US:70084748.8 SUBSCRIPTION DOCUMENTS IFM GLOBAL INFRASTRUCTURE (US), L.P. 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: I. Instructions II. 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, B 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. OMM_US:70084748.8 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. Complete the Prospective Investor Questionnaire: Exhibit A (a) Part One, for entities begins on A-2 (b) Part Two, for individuals begins on A-21 3. Complete and execute 3 copies of the signature page (which incorporates the Subscription Agreement, the Prospective Investor Questionnaire and the Partnership Agreement) 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 tax should complete and execute the Form W-9 Exhibit B 5. Provide the applicable additional required documents listed in Exhibit C Exhibit C 6. 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@ifminvestors.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. OMM_US:70084748.8 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(f) 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. OMM_US:70084748.8 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. v OMM_US:70084748.8 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 IFM 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. 1 OMM_US:70084748.8 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 2 OMM_US:70084748.8 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). 3 OMM_US:70084748.8 (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)(1) 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.” 4 OMM_US:70084748.8 (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 light 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 Investo r’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 5 OMM_US:70084748.8 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 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), the Partnership’s assets will not constitute the assets of such plan under the provisions of any applicable law. (l) 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. 6 OMM_US:70084748.8 (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 OMM_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 1 or is identified as a terrorist or terrorist organization on any other relevant lists maintained by any 1 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”)2 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 concerns 3, 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 A list of these jurisdictions can be found at http://www.fincen.gov. 4 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 (i) 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: (i) 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 of June 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 of June 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 OMM_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)(1) 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 OMM_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: $_______________________ IN WITNESS WHEREOF, the undersigned has executed this signature page this ____ day of ___________, 20__. ______________________________________ Print Name of Limited Partner (Investor) By: __________________________________ By: Signature of Authorized Signatory Signature of Authorized Signatory Print Name of Authorized Signatory Print Name of Authorized Signatory Print Title of Authorized Signatory Print Title of Authorized Signatory Accepted and Agreed as of ___________ ___, 20__ IFM Global Infrastructure (US) GP, LLC, IFM Investors (US) Advisor, LLC in its capacity as General Partner, and on behalf of IFM Global Infrastructure (US), L.P. in its capacity as Investment Advisor, and for the purposes of acknowledging its appointment pursuant to clause 6(k)(xii) only. By: IFM Investors (US), LLC By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: 15 OMM_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: $_______________________ IN WITNESS WHEREOF, the undersigned has executed this signature page this ____ day of ___________, 20__. Print Name of Limited Partner (Investor) By: __________________________________ By: Signature of Authorized Signatory Signature of Authorized Signatory Print Name of Authorized Signatory Print Name of Authorized Signatory Print Title of Authorized Signatory Print Title of Authorized Signatory Accepted and Agreed as of ___________ ___, 20__ IFM Global Infrastructure (US) GP, LLC, IFM Investors (US) Advisor, LLC in its capacity as General Partner, and on behalf of IFM Global Infrastructure (US), L.P. in its capacity as Investment Advisor, and for the purposes of acknowledging its appointment pursuant to clause 6(k)(xii) only. By: IFM Investors (US), LLC By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: 16 OMM_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: $_______________________ IN WITNESS WHEREOF, the undersigned has executed this signature page this ____ day of ___________, 20__. ______________________________________ Print Name of Limited Partner (Investor) By: __________________________________ By: Signature of Authorized Signatory Signature of Authorized Signatory Print Name of Authorized Signatory Print Name of Authorized Signatory Print Title of Authorized Signatory Print Title of Authorized Signatory Accepted and Agreed as of ___________ ___, 20__ IFM Global Infrastructure (US) GP, LLC, IFM Investors (US) Advisor, LLC in its capacity as General Partner, and on behalf of IFM Global Infrastructure (US), L.P. in its capacity as Investment Advisor, and for the purposes of acknowledging its appointment pursuant to clause 6(k)(xii) only. By: IFM Investors (US), LLC By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: 17 OMM_US:70084748.8 Exhibit A Name: 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 Institutional Buyers A-12 Question 2: Entities with Investments of $25 Million or More A-13 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: Principal Place of Business:_________________________________________________ (Number and Street) (City) (State) (Postal Code) (Country) Address for correspondence (if different) (Number and Street) (City) (State) (Postal Code) (Country) Telephone number: ___________________ Facsimile number: E-mail address: State or other jurisdiction in which incorporated or formed: Date of incorporation or formation: IRS taxpayer identification number (if any): Net assets as of the end of the most recent fiscal year are in excess of: $ The Investor’s year end for U.S. federal income tax purposes is December 31st. □ 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 ___ 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: Current position or title:______________________________________________________ Telephone number: ___________________ Facsimile number: E-mail address: 3. Primary Contact Person Name: Address: (Number and Street) (City) (State) (Postal Code) (Country) Telephone number: ___________________ Facsimile number: E-mail address: Relationship to Investor (e.g., attorney, accountant): Types of information this person should receive (please circle all that apply): All Correspondence Capital Calls Distribution Information A-2 OMM_US:70084748.8 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: Address: (Number and Street) (City) (State) (Postal Code) (Country) Telephone number: ___________________ Facsimile number: E-mail address: Relationship to Investor (e.g., attorney, accountant): Types of information this person should receive (please circle all that apply): All Correspondence Capital Calls Distribution Information Legal 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: Address of bank: (Number and Street) (City) (State) (Postal Code) (Country) Name of banking officer: Telephone number: ___________________ Facsimile number: b. Account information for Wire Payments to the Partnership and for Wire Payments to the Investor: Name of bank: Address of bank: (Number and Street) (City) (State) (Postal Code) (Country) Account Name: Account Number: ABA Number: Further Credit Account Name (if applicable): Name of banking officer: Telephone number: ___________________ Facsimile number: 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 A-3 OMM_US: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 31st, 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)(1) of the Partnership’s use of the Rule 506 exemption. ____________ 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. A-4 OMM_US:70084748.8 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) 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; (b) 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; (c) a corporation, a limited liability company, a partnership, a Massachusetts or similar business trust, or an organization described in Section 501(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;1  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; 1 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. A-5 OMM_US:70084748.8 (f) 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; (g) 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; (l) 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. (m) a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act. A-6 OMM_US:70084748.8 Section C: Other Certifications for Entities 1. The Investor was formed for the specific purpose of purchasing an Interest: __________ Yes __________ 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 __________ 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. A-7 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 (i) 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? __________ Yes __________ No 3. The Investor is a “United States person” for U.S. federal income tax purposes. __________ 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, 1996 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. A-8 OMM_US:70084748.8 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 __________ 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. __________ Yes __________ No NOTE: If the answer to 4(b) above, is “No” proceed to Question 5 below. (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 __________ 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. __________ Yes __________ No A-9 OMM_US:70084748.8 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. __________ Yes __________ No 8. The Investor is a “private foundation” under the Code. __________ Yes __________ No 9. The Investor is a “charitable remainder trust” within the meaning of Section 664 of the Code. __________ Yes __________ No 10. The Investor is exempt from U.S. federal income taxation under Section 501(a) of the Code. __________ Yes __________ No 11. (a) The Investor is organized as a limited liability company, limited partnership or general partnership. __________ Yes __________ No NOTE: If the answer to 11(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 . __________ Yes __________ No A-10 OMM_US:70084748.8 Section D: Qualified Purchaser Questions for Entities 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 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 I 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-11 OMM_US:70084748.8 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? __________ 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? __________ 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. A-12 OMM_US:70084748.8 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 companies 3;  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 4; 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.” A-13 OMM_US:70084748.8  cash and cash equivalents 5 (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 6 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. A-14 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 contracts 10 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. 10 “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. A-15 OMM_US:70084748.8 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 11;  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 12; and/or  cash and cash equivalents 13 (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)? 11 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_US: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”)17;  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. A-17 OMM_US:70084748.8 market described in the immediately preceding bullet point; and  to the extent not included in any previous category, financial contracts 18 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. A-18 OMM_US: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-19 OMM_US:70084748.8  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. __________ Yes __________ No A-20 OMM_US:70084748.8 6. Election to Receive Distributions 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 31st, 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 4(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)(1) of the Partnership’s use of the Rule 506 exemption. ____________ 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-21 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 OMM_US:70084748.8 A-23 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. The Investor: 1. _______ 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 2. _______ 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 OMM_US:70084748.8 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 OMM_US:70084748.8 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 Act 20; and/or  cash and cash equivalents 21 (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 purposes 22 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’ equity 23 of at least $50 million to the amounts calculated in Questions 1 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 control 24 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 contracts 26 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, (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 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 I or Part II, 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 (i) 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 (i) 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 OMM_US:70084748.5 OMM_US:73977751.1 January __, 2016 City of Clearwater 100 S. Myrtle Avenue Clearwater, FL 33756-5520 Attention: Jay Ravins Re: IFM Global Infrastructure (US), L.P., a Delaware limited partnership Ladies and Gentlemen: This letter (this “Side Letter”) confirms certain agreements with regard to the investment made by City of Clearwater (the “Investor”) in IFM Global Infrastructure (US), L.P., a Delaware limited partnership (the “Partnership”), pursuant to the Fourth Amended and Restated Limited Partnership Agreement dated as of December 15, 2014 (“Partnership Agreement”) of the Partnership and the Subscription Agreement among IFM Global Infrastructure (US) GP, LLC (the “General Partner”), IFM Investors (US) Advisor, LLC (the “Investment Advisor”), and the Investor. This Side Letter also relates to the Partnership’s investment in the IFM Global Infrastructure Fund (the “Master Fund”) to which IFM Investors Pty Ltd (the “Manager”) and the Codan Trust Company (Cayman) Limited (the “Trustee”) serve under the Advisory and Administration Deed dated April 28, 2008 (“Advisory Deed”) and the Amended and Restated Unit Trust Deed dated April 28, 2008 (“Trust Deed”), respectively. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Partnership Agreement. In order to induce the Investor to execute and deliver the Subscription Agreement, each of the Partnership, the General Partner, the Manager and the Investment Advisor hereby represent and agree to the following provisions enumerated below, and the Trustee hereby agrees to Paragraphs 18 and 30 below. 1. Insurance. For so long as the Investor is a Limited Partner of the Partnership, the General Partner and the Investment Advisor shall each maintain fiduciary liability insurance coverage of at least the aggregate equivalent of US $50 million with respect to their respective activities involving the Partnership. The General Partner and Investment Advisor shall provide the Investor with such evidence of insurance coverage as the Investor may reasonably request from time to time and shall promptly notify the Investor if and when they receive any notice of cancellation of their respective policies and of any claims which may have been made against their policies in connection with the Partnership. With respect to any indemnifiable event, the General Partner and Investment Fund Manager will use its commercially reasonable efforts to obtain any such available insurance proceeds to pay any indemnification obligations of the Partnership or the Limited Partners. 2 OMM_US:73977751.1 2. Use of Name. Except (i) as required by law, regulation, legal process, FINRA rules or rules of any applicable stock exchange, (ii) if the General Partner determines in good faith that such disclosure is in the best interests of the Partnership in connection with a portfolio investment, (iii) to the other Limited Partners of the Partnership, agents, advisors or representatives of the other Limited Partners of the Partnership (including attorneys or accountants thereof) or advisors, agents or representatives of the Partnership (including attorneys or accountants thereof) in the ordinary course of the Partnership’s business, or (iv) in connection with the General Partner’s operation and administration of the Partnership when the General Partner is disclosing, on a “need to know” basis, to third parties (who, with respect to any third party engaged by the Partnership following the date hereof, have agreed to maintain the confidentiality of such information) the Limited Partners of the Partnership generally, neither the General Partner nor any of its affiliates nor the Partnership shall (a) include the Investor’s name, or other identifying information (including, for clarity, any information about the parent company, affiliates and ownership of Investor, and all information about the Investor, including the Capital Commitment and Capital Account of Investor), or the Investor’s addresses, in written materials disseminated to third parties, including prospective Limited Partners of the Partnership (other than furnishing a list of all Limited Partners to them and their agents, advisers or representatives in the ordinary course), or (b) otherwise disclose, either orally or in writing, any relationship with the Investor using the Investor’s name to persons or entities which are not agents or representatives of the Partnership (including attorneys or accountants thereof), for any reason (other than as set forth above), without the Investor’s prior written permission. 3. Risk Reporting. Investor has contracted with CapTrust Advisors, LLC to report on the performance and diversification characteristics of each investment in their portfolio. On a quarterly basis, the General Partner, the Investment Advisor and the Manager shall submit financial and characteristic information, in the manner reasonably requested by CapTrust Advisors, LLC, which will allow CapTrust Advisors, LLC to calculate returns and portfolio diversification analysis as agreed to with the Investor. 4. Tax Matters. (a) The General Partner acknowledges that Investor has advised General Partner of Investor’s tax-exempt status under U.S. federal, state and local tax laws, and of the fact that Investor has never been subject to, and is unlikely to be subject to, any tax withholding requirements of the U.S. federal, state or local laws. The Investor agrees that it will provide an executed IRS Form W-9 indicating that the Investor is not subject to backup withholding and the Investor further agrees to promptly provide a new IRS Form W-9 if its status with respect to the information provided on its original IRS Form W-9 changes or if an updated IRS Form W-9 or its equivalent is required to be held on file in order for the Partnership to continue to recognize the withholding exemption. The Investor further agrees to provide any duly executed form requested by the General Partner that the Investor is entitled to provide indicating that the Investor is exempt from any U.S. federal, state and local withholding taxes. Based on the foregoing, the General Partner agrees that, before withholding and paying over to any U.S. federal, state or local taxing authority any amount purportedly representing a tax liability of the Investor pursuant to the provisions of the Partnership Agreement, General Partner shall provide the Investor with written notice of the claim of any U.S. federal, state or local taxing authority that such withholding and payment is required by law and shall use its reasonable best efforts to 3 OMM_US:73977751.1 provide Investor with the opportunity to contest such claim; provided that such contest or failure to withhold such amount does not (a) subject the Partnership, the General Partner, the Investment Advisor, or any member, employee, manager or officer of the General Partner or the Investment Advisor to any potential liability to such taxing authority for any such claimed withholding and payment or any penalties, fines or similar amounts in respect thereof or (b) delay any distribution by the Partnership to the Partners or adversely affect the interest of the Partnership or any Limited Partner. (b) Consistent with the General Partner’s and the Investment Advisor’s fiduciary duties to all Limited Partners, prior to making an investment in any portfolio company, the General Partner and the Investment Advisor shall use commercially reasonable efforts to cause the Manager to consider structuring such investment in a manner which would minimize any withholding tax imposed by any jurisdiction on any amounts distributable to the Partnership by the Master Fund and by the Partnership to the Investor and to minimize any tax filing obligations of the Limited Partners in any jurisdiction other than the United States; provided however that in making such determination, the Manager may at all times and at its full discretion consider the needs of all holders of the Master Fund units taken as a whole. 5. Duty of Care. The General Partner, the Investment Advisor, and Partnership hereby acknowledge that Section 4.8(a) of the Partnership Agreement regarding Duty of Care and Indemnification shall not apply to the Investor. 6. Partnership’s Indemnification Obligations. Nothing in Section 4.8 of the Partnership Agreement limits any statutory or fiduciary obligations of the General Partner, the Investment Advisor or the Manager to take appropriate action to recover all damages caused to the Partnership by willful misconduct, criminal activity or fraud of its employee, broker or agent. In addition, nothing in Section 4.8 of the Partnership Agreement limits the fiduciary obligations of the Investment Advisor and the Manager under the Investment Advisers Act of 1940, as amended. 7. Valuation. The Manager confirms that its current valuation procedures are as described in Exhibit A hereto. 8. Fees. Notwithstanding any provisions in the private placement memorandum of the Partnership (the “PPM”), the Partnership Agreement, the Subscription Agreement, the Investment Management Agreement, the Advisory Deed, or the Trust Deed to the contrary, the Investment Advisor, the General Partner and the Manager represent that the Investor’s admission as a Partner in the Partnership is subject only to the following management and performance fees, which are subject to modification in writing by mutual consent of the Investment Advisor, the General Partner and/or the Manager (on one hand) and the Investor (on the other hand): (a) Management Fee paid to the Manager, accrued monthly on the Investor’s drawn capital, and payable quarterly in arrears equal to a rate (plus value added tax, if applicable) of (i) 0.97% per annum of the Limited Partner’s share of the Partnership’s net assets if such Limited Partner’s Capital Commitment is up to, but not including $300 million and (ii) 0.85% per annum of the total amount of the Limited Partner’s share of the Partnership’s net 4 OMM_US:73977751.1 assets if such Limited Partner’s Capital Commitment is equal to or exceeds $300 million. The General Partner agrees to review the Management Fee periodically, but no less than every time the net asset value of the units of the Master Fund increases by at least $2 billion. There are no fees on undrawn capital. (b) Performance Fee paid to the Manager and equal to 20% of the net realized and unrealized appreciation in the net asset value of the Investor’s interests in the Partnership in excess of a threshold return of 8% per annum compounded initially on an annual basis over the period ending December 31, 2015, and thereafter using a compounded annual growth rate over rolling three year periods ending each December 31 (the “Threshold Return”); provided that (1) if the aggregate interests fail to achieve the Threshold Return over such measuring period (such shortfall a “Threshold Return Deficit”) and in the immediately following measuring period exceed the Threshold Return (such excess a “Threshold Return Excess”), there will be no Performance Fee payable with respect to such interests until the Threshold Return Deficit has been recovered through the Threshold Return Excess; and (ii) 50% of any Performance Fee that would otherwise be payable to the Manager will be retained by the Master Fund to offset any Threshold Return Deficit in the immediately following measuring period and if there is no Threshold Return Deficit for such period such amounts shall be immediately payable to the Manager. The provisions described in the prior sentence shall be subject to the applicable distribution and withdrawal provisions, and the date of investment (i.e., the three-year rolling period shortened as appropriate to reflect investments in the Partnership for periods shorter than three years). The provisions described above shall also be calculated on an investor-by-investor basis. The General Partner agrees to review the Performance Fee periodically, but no less than every time the net asset value of the units of the Master Fund increases by at least $2 billion. For the avoidance of doubt, there shall be no drawdown premium paid to the Partnership in relation to any Drawdown. The General Partner, Investment Advisor, and the Manager represent and agree that they and the Investor are not violating any applicable state, federal, or international law or regulation regarding payment of any of the Management Fee or the Performance Fee described in this Side Letter. 9. Jurisdiction and Venue. The General Partner and the Investment Advisor represent that Section 18 of the Subscription Agreement and the underlying terms of that Section shall not be applied to Investor. 10. Advisory Committee Documents. The General Partner will provide to the Investor copies of all minutes of the Advisory Committee, except that the General Partner may redact any discussion it deems not to be in the best interests of the Partnership. 11. Additional Notices. The Manager and the General Partner shall notify the Investor of any suspension of withdrawal or termination of suspension by the Master Fund. 12. Transfers to Non-Affiliates. In the event the Investor proposes to Transfer all (but not less than all) of its Interest in the Partnership to any non-affiliate, the General Partner agrees that it shall not unreasonably withhold its consent to such Transfer and the admission of such transferee to the Partnership as a substituted Limited Partner; provided that (i) the foregoing does not constitute an agreement by the General Partner to release the Investor from its 5 OMM_US:73977751.1 obligations in respect of its Remaining Commitment, and (ii) it shall not be considered unreasonable for the General Partner to withhold its consent to such Transfer if the admission of the proposed transferee to the Partnership would result in any of the events described in Sections 5.3(b)(i) to (v) of the Partnership Agreement. 13. Placement Agent Fees. The General Partner, the Investment Advisor and the Manager each represents and warrants that none of them or their affiliates has agreed to pay any placement agent fees, solicitation fees, referral fees, introduction or “matchmaker” fees or any similar fees to a person or entity in connection with the Investor’s investment in the Partnership. 14. Records. Notwithstanding anything else to the contrary in Section 7.1(n) of the Partnership Agreement, the General Partner hereby agrees to preserve all financial and accounting records pertaining to the Partnership Agreement during the term of the Partnership and for seven years thereafter, and during such period, Investor or its designated consultant, upon reasonable notice, shall have the right to audit such records in regard thereto to the fullest extent permitted by law. The General Partner shall have the right to preserve all records and accounts in original form or on microfilm, magnetic tape, or any similar process. 15. Investments in Pooled Investment Vehicles. The Partnership will not make any investment in any “blind” pooled investment vehicle or investment fund involving a management fee or a performance fee payable to its sponsor or investment manager, unless appropriate arrangements can be made to avoid having the Limited Partners be subject directly or indirectly to total management fees and performance fees that exceed those allowed under this Side Letter. The foregoing will not (1) prohibit joint investments or participations with other Persons in particular Investments (as such term is defined in the Trust Deed) where a fee is payable to another adviser or (2) apply to compensation payable to the management of a Master Fund’s portfolio company that is an operating company, regardless of whether (i) the investment in such portfolio company is made with co-investors, (ii) such investment is made through a holding company, acquisition company or similar structure, or (iii) management of the portfolio company holds and receives any fees, profits interests, stock, options or other securities, whose holding or receipt could be designated or interpreted as the receipt of a management fee or a performance fee. 16. Advisory Deed. Pursuant to Section 3.3. of the Advisory Deed, the Manager may appoint a person to perform any obligations of the Manager pursuant to Section 3.3 of the Advisory Deed. The Manager confirms that any expenses incurred in connection with such person performing any of the Manager’s duties specified in Sections 3.1(a) or 3.1(b) of the Advisory Deed shall be borne by the Manager. For the avoidance of doubt, the expenses incurred in connection with an appointment of any person to perform legal, tax, accounting and valuation services or, in connection with any transaction of the Master Fund, other third party experts and consultants advising on a particular transaction as described in the PPM shall be borne on a pro rata basis by the Partnership. 17. Governmental Plan and ERISA Partner. The Manager and General Partner acknowledge and agree that the Investor is a governmental plan, and shall be deemed to be an ERISA Partner for purposes of obtaining all rights, notices, and benefits of an ERISA 6 OMM_US:73977751.1 Partner under the Partnership Agreement, other than any rights, notices and benefits of ERISA Partners related to the determination of whether the Partnership is considered to hold “plan assets” of ERISA Partners under ERISA. 18. Exculpation of the Trustee. The Trustee confirms that Clause 103 of the Trust Deed includes anything done or omitted to be done relating to the Trust as a result of gross negligence of the Trustee, its directors, officers and employees. 19. Amendments to Partnership Agreement. (a) The General Partner and the Manager agree to make commercially reasonable efforts to cause the Advisory Committee to vote regarding raising the threshold required for amendments to the Partnership Agreement pursuant to Section 8.1(a)(ii) thereof, to 66 2/3% in interest of the Limited Partners. (b) The General Partner agrees to provide the Investor with copies of all amendments to the Partnership Agreement within 10 days of execution thereof. 20. Additional Fees. It is agreed that none of the General Partner or any of its affiliates will charge (and to the extent otherwise received) any portfolio company monitoring, transaction or other similar fees arising in connection with the business of the Partnership and/or the Master Fund, unless the Management Fee that would otherwise be payable by the Investor is reduced on a dollar-for-dollar pro rata pro rata basis (net of expenses) among the Partnership and investors in the Parallel Investment Vehicles. 21. Disclosure of Conflicts to the Advisory Committee. The Manager and General Partner confirm that they will act in accordance with the requirements specified in the Advisory Committee Charter and the Deal Allocation Policy. 22. Credit Facility. Except as described below, the General Partner agrees that it will not require the Investor to execute any document, instrument or certificate for the benefit of a lender or other credit party of the Partnership in connection with any borrowing pursuant to the Partnership Agreement or the Trust Deed. To the extent the General Partner requires the Investor to provide financial information to the General Partner, the Partnership or any lender or any other credit party of the Partnership or the Trust in connection with any borrowing pursuant to the Partnership Agreement or Trust Deed, the General Partner agrees that the information requested shall be limited to such financial information regarding the Investor that is publicly available. In consideration of the foregoing the Investor agrees to promptly provide to a lender, upon the General Partner’s request, a letter substantially in the format attached hereto as Exhibit B. 23. Travel Expenses. The General Partner confirms that in the event any investment-related travel is undertaken via a private charter, the cost born by the Partnership shall be the lesser of the cost of first class travel on a commercial flight (if available) or private charter for the same route. 24. Master Fund/Prudent Person. The Master Fund does not expect to hold “plan assets” under the Employee Retirement Income Security Act of 1974, as amended 7 OMM_US:73977751.1 (“ERISA”), and, as a result, it is expected that under ERISA the Manager will not be a “fiduciary” (as that term is defined in Section 3(21)(A) of ERISA) to investors in the Master Fund with respect to the assets of the Master Fund. Nevertheless, the Manager hereby agrees that, as an inducement to the Investor to invest in the Partnership, during such time that the assets of the Master Fund are not deemed to be “plan assets” under ERISA, it will discharge its duties and responsibilities with respect the assets held by the Master Fund in the same manner and subject to the same duties, obligations and responsibilities as if it were a “fiduciary” (as that term is defined in Section 3(21)(A) of ERISA), provided, that the foregoing (i) shall not apply to duties, obligations and responsibilities arising under (A) the following Sections of ERISA: 404(a)(1)(C), 404(a)(1)(A), 404(b), 412, 406(a), 406(b), and 101-111 or (B) Section 4975 of the Code and (ii) shall not be construed to prohibit or restrict transactions or payments expressly contemplated by the Partnership Agreement, the Trust Deed or the Advisory Deed (the “ERISA Standard of Care”). Accordingly, during such time that the assets of the Master Fund are not deemed to be “plan assets” under ERISA, the Manager shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, in each case in the same manner and to the same extent that would be required by ERISA if the Master Fund held “plan assets” under ERISA, subject to the exceptions contained in the proviso to the preceding sentence. Further, to the extent the Manager delegates its responsibility to provide investment advisory services to the Master Fund to a third party, the Manager will remain responsible for the actions of that third party subject to the fiduciary standard of care noted above. Finally, notwithstanding the Advisory Deed, the investment advisory and management actions of the Manager shall not in under any circumstances be deemed to be the actions of the Trustee that is subject to a different standard of care and/or indemnification protections. 25. Investment Advisor’s Standard of Care. The Investment Advisor shall act with the care, skill, prudence and diligence under the circumstances then prevailing, in connection with Partnership and the Master Fund, that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. 26. Purchase Price Premium. The Manager confirms that no Purchase Price Premium (as defined in the Trust Deed) shall be paid by the Investor with respect to any Capital Commitment drawn down by the Partnership. 27. Proceedings. The General Partner, the Investment Advisor and the Manager hereby represent and warrant that, to the best of their knowledge, having inquired of their senior officers, and except as otherwise disclosed to the Investor in writing, (i) there are no actions, proceedings or investigations pending before any court or governmental authority, including, without limitation, the Securities and Exchange Commission or any state securities regulatory authority, against or relating to the General Partner or the senior officers (other than in their capacity as directors of public companies) that claim or allege (A) violation of any federal or state securities law, rule or regulation, or (B) breach of fiduciary duties, and (ii) during the five years prior to the date hereof, none of the senior officers (other than in their capacity as directors of public companies) has been found liable for, nor settled, any such violation in any such action, proceeding or investigation. 8 OMM_US:73977751.1 28. Warranties. Each of the General Partner, the Investment Advisor and the Manager warrants that it has taken all actions necessary to enter into the Subscription Agreement and this Side Letter, and to the General Partner’s, the Investment Advisor‘s and the Manager’s knowledge neither the execution and delivery nor the performance of either the Subscription Agreement or this Side Letter by the General Partner, the Investment Advisor and the Manager will, at the time of the Investor’s first draw down, violate any U.S. law, order, rule or regulation or judgment, order or decree by any U.S. federal or state court or governmental authority to which any of the General Partner, the Investment Advisor or the Manager is subject, nor will the same constitute a breach of, or default under, provisions of any agreement or contract to which it is a party or by which it is bound. 29. Binding Effect. This Side Letter is binding and enforceable against the Partnership, the Investment Advisor, the General Partner and the Manager, notwithstanding any contrary provisions in the Partnership Agreement, the Investment Management Agreement, the Investor’s Subscription Agreement, the Advisory Deed, and/or the Trust Deed, and in the event of a conflict between the provisions of this Side Letter and the PPM, the Partnership Agreement, the Investment Management Agreement, the Investor’s Subscription Agreement, the Advisory Deed, or the Trust Deed, the provisions of this Side Letter shall control. This Side Letter shall survive delivery of fully executed originals of the Partnership Agreement and Subscription Agreement and the Investor’s admission to the Partnership as a Limited Partner. This Side Letter may be amended, modified or supplemented only by written agreement of the parties hereto. 30. Trustee. With respect to this Side Letter: (A) The Trustee enters into this Side Letter in its capacity as the trustee of the Master Fund and in no other capacity. Any liability of the Trustee other than that resulting from the willful default, breach of trust, or fraud on the part of an Indemnified Person (as that term is defined in the Trust Deed) or which are Overhead Expenses (as that term is defined in the Trust Deed), arising under or in connection with this Side Letter (or any documents delivered by the Trustee in connection with this document) is limited to and may be enforced against the Trustee only in the circumstances and to the extent to which it can be satisfied out of the assets or property of the Master Fund out of which the Trustee is indemnified for such liability. This limitation of liability applies and extends to all liabilities and obligations of the Trustee in any way connected with any representation, warranty, conduct, agreement or transaction related to this Side Letter. (B) No person may sue the Trustee in any capacity other than in that capacity including seeking the appointment of a receiver (except, if entitled, in relation to property of the Master Fund), a liquidator, an administrator or any similar person in respect of or proving in any liquidation, administration or arrangement affecting the Trustee (except, if entitled, in relation to the property of the Master Fund). (C) Paragraphs (A) and (B) do not apply to any obligation or liability of the Trustee to the extent that it is not satisfied because under the terms of its appointment as the trustee of the Master Fund as set forth in the Trust Deed or by operation of law, there is a reduction in the extent of its entitlement to indemnification out of the assets of the Master Fund. In the event that Paragraphs (A) and (B) do not apply as a result of the operation of the preceding sentence, then the obligations and liabilities of the Trustee may be satisfied out of the assets of the Trustee in its personal capacity. 9 OMM_US:73977751.1 31. Counterparts. This Side Letter may be executed in counterparts and by different parties hereto in separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which, when taken together, shall constitute one and the same agreement. 32. Headings. The paragraph headings contained in this Side Letter are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Side Letter. 33. Severability. If any provision of this Side Letter is found to be illegal or unenforceable, then the provision will be deemed deleted and this Side Letter will be construed as though the provision was not contained herein and the remainder of this Side Letter will remain in full force and effect. 34. Construction/Governing Law. The parties agree that no provision of this Side Letter shall be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured, dictated or drafted such provision. Neither the failure to exercise nor the delay in the exercise of any right or obligation specified in this Side Letter by the General Partner, the Investment Advisor and the Manager or the Investor, as applicable, shall operate as a waiver of such right or remedy. This Side Letter shall be governed, construed, administered and regulated in all respects under the laws of the State of Delaware (without regard to the provisions, policies or principles thereof relating to choice or conflict of laws) except to the extent preempted by federal law. The parties to this Side Letter shall be subject to the jurisdiction of the state and/or appropriate federal court in the State of Delaware. If the foregoing is agreeable to you, please signify your acceptance by executing this Side Letter in the space provided below and returning an executed copy to the undersigned. The terms of this Side Letter shall become effective upon execution and delivery of the Subscription Agreement relating to the Partnership and the Partnership Agreement by the Investor and the General Partner. [SIGNATURE PAGE FOLLOWS] [SIGNATURE PAGE TO [INVESTOR] SIDE LETTER] OMM_US:72663522.2 Sincerely yours, IFM Global Infrastructure (US), L.P. By: IFM Global Infrastructure (US) GP, LLC its General Partner By: ____________________________ Name: Title: IFM Investors (US) Advisor, LLC By: ____________________________ Name: Title: IFM Global Infrastructure (US) GP, LLC By: ____________________________ Name: Title: IFM Investors Pty Ltd By: ____________________________ Name: Title: Codan Trust Company (Cayman) Limited (as to Paragraphs 18 and 30 of this Side Letter) By: ____________________________ Name: Title: Acknowledged and agreed to by: City of Clearwater By: _____________________________ Name: George N. Cretekos Title: Chairperson, Board of Trustees By: _____________________________ Name: Title: Exhibit A-1 OMM_US:73977751.1 Exhibit A VALUATION POLICY [ATTACHED AS A SEPARATE DOCUMENT] Exhibit B-1 OMM_US:72663522.2 Exhibit B Investor’s Form of Lender’s Letter [●], 20__ [Name of Bank ], as Administrative Agent [ ] [ ] [ ] Attention: [●] Re: Credit facilities (each, a “Credit Facility”) now or hereafter established in favor of [ ] (the “Partnership”) by [Bank], whether for itself or as agent (the “Administrative Agent”) for one or more lenders (such lenders (including any bank issuing letters of credit), and any agents or other representatives thereof, collectively, together with their respective successors and assigns, the “Lenders”), and secured in whole or in part by the subscription obligations of one or more limited partners of the Partnership to contribute subscribed capital to the Partnership, including, without limitation, the Revolving Credit Facility established pursuant to that certain credit agreement among the Partnership, certain related limited partnerships, the Lenders party thereto from time to time, and the Administrative Agent (together with any amendments, supplements thereto, restatements thereof, or any future agreements pursuant to which any Credit Facility is established, the “Credit Agreement”). Ladies and Gentlemen: The purpose of this letter is to confirm to you the status of our involvement in the Partnership and to consent to, and acknowledge, certain aspects of the Credit Facility. All capitalized terms used and not otherwise defined herein having the meanings ascribed thereto in the Partnership Agreement (as defined below). We have entered into a Subscription Agreement (the “Subscription Agreement”), dated as of [●], with the Partnership, a Side Letter agreement (the “Side Letter”) dated as of [●], and the Amended and Restated Limited Partnership Agreement dated as of [●] (as the same may be further modified, amended, or restated from time to time, and collectively referred to herein with the Side Letter as “Partnership Agreement”), pursuant to which (upon acceptance of the Subscription Agreement by the Partnership) we have: (a) purchased limited partnership interests in the Partnership (the “Partnership Interest”); and (b) committed to fund capital calls of the Partnership for subscribed capital in respect of such Partnership Interest pursuant to the terms of the Subscription Agreement and Partnership Agreement; provided, however, that at no time will we be required to make capital contributions to the Partnership under the Partnership Agreement in an aggregate amount that exceeds the amounts we have agreed to contribute under the Subscription Agreement (the “Capital Commitment”). To date, US$[●] of our Capital Commitment has been called, US$[●] of our Capital Commitment has been funded, and US$[●] of our Capital Commitment remains to be drawn upon the delivery of one or more written notices pursuant to and in accordance with the Partnership Agreement. Exhibit B-2 OMM_US:73977751.1 We hereby confirm that the Administrative Agent may from time to time obtain upon request, a certificate setting forth the remaining amount of our Capital Commitment that we are obligated to fund (the “Unpaid Capital Obligations”). We hereby acknowledge and confirm to you that under the terms and subject to the limitations of the Subscription Agreement and the Partnership Agreement, to the extent the Partnership has outstanding obligations under the Credit Facility and, for so long as the Credit Agreemen t is in effect, we agree to fund our Unpaid Capital Obligations required on account of capital calls duly made in accordance with the terms of the Subscription Agreement and the Partnership Agreement without any setoff, counterclaim, or defense, including without limitation any defense that might arise under Section 365 of the U.S. Bankruptcy Code; provided that such agreement to fund shall not act as a waiver of or agreement not to assert any claim or defense we may have against the Partnership, the General Partner, any other partner, the Lenders or any other entity. We hereby: (a) acknowledge that each of the Partnership and the General Partner is pledging to you and granting to you a security interest in, among other things, our Capital Commitment and th e right to call, enforce and receive all future payments of our Capital Commitment under the Subscription Agreement and the Partnership Agreement, to secure the repayment of all loans made and all other obligations of the Partnership under the Credit Facility (the “Credit Obligations”), [(b) represent that to the best of our actual knowledge, without investigation, as of the date hereof, there is no default by the General Partner under the Subscription Agreement or the Partnership Agreement, or claim or def ense by the General Partner against any Lender or affiliate thereof or other circumstances that with the passage of time and/or notice would constitute a default by the General Partner under the Subscription Agreement or the Partnership Agreement, constitute a defense to, or right of offset against, our obligation to fund our Capital Commitment, or otherwise reduce our Capital Commitment;]1 (c) confirm the accuracy of our representations to the Partnership made in the Subscription Agreement; (d) acknowledge that for so long as the Credit Facility is in place, the Partnership and the General Partner have agreed with you not to amend, modify, cancel, terminate, reduce, suspend or waive any of our obligations under the Subscription Agreement or the Partnership Agreement without your prior written consent; and (e) acknowledge and confirm that we agree that until otherwise instructed by you in writing, all future payments made by us under the Subscription Agreement or the Partnership Agreement will be made by wire transfer of immediately available funds to the following account, which the Partnership has also pledged as security for the Credit Obligations: Bank: [] Account #: [●] ABA #: [ ] Account Name: [●] Attention: [●] We hereby agree that for so long as the Credit Agreement is in effect, we shall, under the terms and subject to the limitations and conditions set forth in the Subscription Agreement and the Partnership Agreement, honor any Capital Contribution notice with respect to the Partnership delivered to us in the name of the Administrative Agent to the extent of any Unpaid Capital Obligations, without setoff, counterclaim or defense by funding the applicable portion of our unpaid Capital Obligations into the 1 Such representation shall only be required to be made if it is possible for th e investor to make the representation at the time this letter is delivered. Exhibit B-3 OMM_US:73977751.1 above account, provided such Capital Call Notice is delivered for purposes of paying due and payable obligations to the Lenders under the Credit Facility and pursuant to the terms of the Partners hip Agreement; provided that such agreement to fund shall not act as a waiver of or agreement not to assert any claim or defense we may have against the Partnership, the General Partner, any other partner, the Lenders or any other entity. We confirm our understanding that each Lender will be relying upon the statements made herein in connection with making the Credit Facility available to the Partnership until the Credit Facility is terminated and agree that payments we make under the Partnership Agreement and the Subscription Agreement will not satisfy our obligation to fund our Capital Commitment unless paid into the above account or as otherwise directed by you. We acknowledge and confirm that the terms of the Credit Facility, the Credit Obligations, th e Credit Agreement and each agreement, instrument or document executed in connection therewith (collectively, the “Loan Documents”) can be modified (including, without limitation, increases, decreases or renewals of credit extended, or the release of any guarantee or security) without further notice to us or our consent, and without diminishing our Unpaid Capital Obligations, provided however, that in no event shall any modification of the Credit Agreement or any Loan Document alter our rights and obligations under the Subscription Agreement or the Partnership Agreement without our written consent. We acknowledge and confirm that this letter shall apply to the Credit Facility, the Credit Obligations, the Credit Agreement and each other Loan Document as the same may be modified (including any supplement, amendment or restatement thereof), and that this letter (the “Letter Agreement”) shall be for the benefit of each of the Lenders and their respective successors and assigns. This Letter Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. We acknowledge that as long as we are a limited partner in the Partnership, this letter shall remain in force and effect until we are notified by the Partnership and you in writing that the Credit Facility has been terminated and the Credit Obligations thereunder have been fully satisfied. [INVESTOR] By: Name: IFMGLOBALiNFRASTRi, ICT{JRE cos), L. P.FOURTHAMENDEDANDRESTATlBDLIMITEDPARTNERSHIPAGREEMENTDecember 15, 2014OMM us:72273i23.3 NEir}ER IFM GLOBAL INFRASTRUCTURE (us), L. P. NOR THE LnviiTEDPARTNER INTERESTS T}IEREIN HAVE BEEN OR WILL BE REGISTERED UNDER TIESECURITIES ACT OF 1933, As AMENDED, THE INVESTMENT COMPANYACTOF 1940,As AlviENDED, OR THE SECURITIES LAWS OF ANY OF THE STATES OF TiiE UNITEDSTATES. Tl-IEOFFERING OF SUCHLm, InED PARTNER INTERESTSIS BEINGMADE INRELIANCE UPON AN EXEMPTION FROM Tl-IE REGISTRATION REQUIREMENTS OFTHE SECURITreS ACT OF 1933, As AMENDED, FOR OFFERS AND SALES OFSECURITIES WHICH Do NOT INVOLVE ANY PUBLIC OFFERING, AND ANALOGOUSEXEMPTIONSUNDERSTATESECURITreSLAWS.NOTICETHE DELIVERY OF THIS FOURTH AMENDED AND RESTATED LintlTEDPARTNERSHIP AGREEMENT SHALL NOT CONSTITUTE AN OFFER To SELL OR THESOLICITATION OF AN OFFER To BUY NOR SHALL THERE BE ANY SALE OFINTERESTS in IFM GLOBAL INFRASTRUCTURE (us), L. P. IN ANY JURISDICTION INWHICH SUCH OFFER, SOLICITATION OR SALE Is NOT AUTHORIZED OR To ANYPERSON To WHOM IT Is UNLAWFUL To TViAKE SUCH OFFER, SOLICITATION ORSALE.THESE SECURiTres ARE SUBJECT To RESTRICTIONS ON TRANSFER, ^\. BitlTYAND RESALE, MAY NOT BE TRANSFERRED OR RESOLD EXCEPT As PERMITTEDUNDER Tire SECURITIES ACT OF 1933, As AMENDED, AND APPLICABLE STATESECURITIESLAWSPURSUANTTOREGISTR, ^\. TIONOREXEMPTIONTHEREFROMANDMAYNOTBESOLD OROTHERWISETRANSFERREDEXCEPTINACCORDANCEWITHTHE REQUIREMENTS AND CONDITIONS SET FORTH IN THIS FOURTH AMENDEDANDRESTATEDLm11TEDPARTNERSHIPAGREEMENT.FORRESIDENTSOFTl{ESTATEOFGEORGIA:THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ONPARAGRAPH (13) OF CODE SECTION 105-9 OF TllE "GEORGIA SECURn'usS ACT OF1973", AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTIONWHICH Is EXEMPT UNDER SUCH ACT OR punsuANT To AN EFFECTIVEREGISTRATIONUNDERSUCHACT.OMM us:72273i233 FORRESroENTS OF THE STATEOFFLORIDA:TIE SECURITIESBEING OFFEREDHAVENOTBEENREGISTEREDWITHTl-IEFLORIDADIVISION OFSECURITIES. " SALESAREMADETOFIVEORMOREFLORIDAPURCHASERs, EACHSALE Is VOIDABLEBYTi-us PURCHASERwiTHiNTIREEDAYS AFTERT}IEFiRSTTENDEROFCONSIDERATION Is MADEBYSUCHPURCHASERTOTHEISSUER, AN AGENTOF THEISSUERORWITHR\ITHREEDAYSAFTERAVAILABILITYOFTHATPRIVILEGEISCOMMUNICATEDTO SUCHPURCHASER, WHICHEVEROCCURSLATER.OMM us:72273i23.3 Formation. ...................Nam e, ,,,.......,.,............,..,.......,..,Registered Office and Agent.2.4Term; Dissol"tinn, .......,..........25Objective of Partnership. .......2.6 Classesof Interests,ARTICLE 111 CAPITAL, .......,,.....3.1 Commitments. ...,....3.5 Amount of Contributions. .................,..,.........,......,,,....,,.......,......Return of Contributions Subjectto Subsequent Drawdown. .3.6Failure to Make Required Payment. ..........................................3.73.8Rights of Partners in Capital. .............,.....................-------------------Capital Accounts. ..,,,..........................,.,.....----------------......,.........""3.93.10 Allocatio" of Net Profit and Net Loss. ..............,,,......,................3.11 Allocation of Withholding Taxes and Reserves. ....,........,,........3.12 Allocation to Avoid Capital AccountDeficits. ..........................3.13 Allocations for Income Tax Purposes. ..,.,,......,,......,...................3.14 Distributions. ....................................,.......,,,....,..,...........,................ARTICLE IV MANAGEMENT .................................,,.........,.........,,,,......,,,......,,Rights, Duties and Powers of the General Partner. ..................4.14.2Investment Management. .............................,,.........................--.,--4.3Advisory Committee. ,,...........,,..................................4.4Borrowing; Unrelated Business Taxable Income ......................4.5Expenses, ,......,,,,,,................,,..............,,..................,.............Rights ofLimited Partners. ..........................................,..,,,......,,,..4.6OMM us:72273iz33 4.7 Other Activities of Farmers, .......,......................Duty of Care; Indemnification. ........,................4.8ARTICLEVADMISSIONS, TRANSFERSANDWITllD5.1 AdmissionofLimitedPartners. ................5.2 Admission of Additional General Partner. ...........,...................................5.3 Transfer of Interests of Limited Partners. ...............................................5.4 Transfer of Interest of General Partner. ,......,.,..............,,......,,,......,,,.,,,...5.5 Withdrawal of Interests ofPart"ers. ....,,,......,,,...,.........,,,....,..,,........,,.,,...5.6Pre-emption Rights. ........,,........,.............,....----------------............,,..""""""""'5.7 Withdrawal Period. .................,,,............,...-------------.............""""""""""""Rights of Limited Partners After Expiration of Withdrawal Period. ..5.8ARTICLE VI LIQUIDATION. ...............................................................................,.,.........6.1Liquidation of Partnership Assets. ,,...............ARTICLEVllACCOUNTINGANDVALUATIONS;BOOKSANDRECORDS. ..7.1ACco""ting and Reports. ....................,...................................---------------------Val"an on of Partnership Assets and Interests. ........................................7.2Determinations by General Partner. .................................,.......................7.37.4 Books and Records. ..............,.,.............................................,.......................7.5 Tax Matters, ,.......,...........Confidentiality. ....,,.......----7.6ARTICLE Vlll GENERAL PROVISIONS .......................................Amendment of Partnership Agreement. ....................8.1Special Power of Attorney. ,,...................,.....,...........,...828 .3 Notices ......,.........................................,..........,.,...,..,......,.,Agreement Bi"di"g Upon S"ccessors and Assigns. ..8.485Governing Law. ,.........................................................,,..8.6 NotforBe"efitofCreditors.8.7 Consents, ,.........,,,...................Bank Holding Company Act, ....,,.......,,.,........,......,,,....8.88.9 Miscellaneous. ................--------..."""""""""""""""""""oMM us'72273i23.3 This Fourth Amended and Restated Limited Partnership Agreement of IFM GlobalInfrastructure cos), L. P. (the "Partnership") is made as of this 15'' day of December, 2014 byand among IFM Global Infrastructure (Us) GP, LLC, a Delaware limited liability company, asgeneral partner of the Partnership and those Persons who are admitted to the Partnership fromtime to time as limited partners of the Partnership as provided herein,IFMCLOBAL INFRASTRIJCTllRE (IIS), L. P.FOURTHAMENDEDANDRESTATEDLIMITEDPARTNERSHIPAGREEMENTWHEREAS, the General Partner and the original limited partner formed the Partnershipas a Delaware limited partnership by executing the Limited Partnership Agreement of thePartnership, dated as of January 30, 2008 (the "Initial Partnership Agreement"), and by filingwith the Secretary of State of the Slate of Delaware the Certificate of Limited Partnership of thePartnership on January 30, 2008 (as amended from time to time, the "Certificate").WHEREAS, as of December 31, 2008*the General Partner and the limited partners of thePartnership admitted to the Partnership on the date thereofamended and restated the InitialPartnership Agreement in its entirety by entering into the Amended and Restated LimitedPantiership Agreement(the "A&R Partnership Agreement").WHEREAS, as of April1, 2012, the General Partner and the limited painers of thePartnership admitted to the Partnership on the date thereofamended and restated the A&RPartnership Agreement in its entirely by entering into the Second Amended and Restated LimitedPartnership Agreement(the "Second A&R Partnership Agreement").WHEREAS, as of October I, 2012, the General Partner and the limited partners of thePartnership admitted to the Partnership on the date thereofamended and restated the SecondA&R Partnership Agreement in its entirety by entering into the Third Amended and RestatedLimited Partnership Agreement(the "Third A&R Partnership Agreement").Now THEREFORE, the General Partner and the limited partners of the Partnershipadmitted to the Partnership on the date hereofdesire to amend and restate the Third A&RPartnership Agreement in its entirety, and as heroinafterprovided and in consideration of thepremises and the agreements herein contained and intending to be legally bound hereby, agreethat the Third A&R Partnership Agreement is hereby amended and restated in its entirety to readas follows:OMM us 72273i23.3 "Her" meansthe Delaware Revised Unitbmi Limited Partnership Act, as amended and ashereafter amended, or any successorlaw.For purposes of this Agreement:"Advisersrlct" means the Investment Advisers Act of 1940, as amended and as hereafteramended, or any successor law.ARTICLElDEFINITIONS"Adw^o1y Deed" meansthe advisory and administration deed between the Master FundAdvisor and the trustee of the Master Fund, as in effect from time to time."Advisory Coinmiiree " has the meaning set forth in Section 4.3 hereof."Agreement" meansthis Fourth Amended and Restated Limited Partnership Agreementof the Partnership, as amended from time to time."BHCA " hasthe meaning set forth in Section 8.8 hereoL"Capital ACco"ni" means, with respectto any Partner, the capital account establishedand maintained on behalfofsuch Partner as described in Section 39 hereof."CullNotice " has the meaning set forth in Section 3.4(a) hereof."CoyitalCommiimeni" means, with respect to any Partner, the total amountthatsuchPartner has agreed to contribute to the Partnership as reflected, with respectto such Partner, inthe Schedule of Partners, subject to increase, tennination orreduction in accordance with theterms hereof."Certificate " has the meaning set forth in the recitals hereof"Class o11"torests" means with respectto each Limited Partner any class of Interestsestablished by the General Partner pursuant to Section 2.6,"Code" meansthe Internal Revenue Code of 1986, as amended and as hereafteramended, or any successorlaw.OMM us 72273i23.3 "Default" has the meaning set forth in Section 3.7(a) hereof"Del'dull Charge " has the meaning set forth in Section 3.7(b) hereof."Del'awlnhg Former" has the meaning set forth in Section 3.7(a) hereof."Delictoncy Drowdown " hasthe meaning set forth in Section 3.3(b) hereof."Drawdown " has the meaning set forth in Section 3.3(a) hereof."Electronic Transmission " means any fonn of communication, not directly involving thephysical transmission of paper, that creates a record that may be retained, retrieved, andreviewed by a recipientthereof; and that may be directly reproduced in paper Ibnn by such arecipientihrough an automated process. Forthe sake of clarity, notices properly delivered as anElectronic Transmission shall be deemed to be written notices for purposes of this Agreement."ERISrt" meansthe Employee Retirement Income Security Act of 1974, as amended andas hereafter amended, or any successorlaw."Dram, down Dqie " has the meaning set forth in Section 3.4(a) hereof:"ER{Srt Former" means any Limited Partner that is a "benefit plan investor" (within themeaning of Section 3(42) of ERISA) and that has identified itselfas such in its SubscriptionAgreement."FATC/I" meansthe Foreign Account Tax Compliance provisions of the HiringIncentives to Restore Employment Act, as enacted in Sections 1471, 1472, 1473 and 1474 of theCode, and rules, regulations or other guidance issued thereunder, and any implementingagreement between the United States and one or more nori-Us jurisdictions."Fiscal Period" means the period which starts on the initial Drawdown Date, andthereafter each period which starts on the day immediately following the last day of thepreceding Fiscal Period, and which ends on the first to occur of the following dates:(a) the lastdayofanymonth;(b) any date as of which any withdrawal or distribution orcapitalis made by orto any Partner or as of which this Agreement provides for any amountto bedebited againstthe Capital Account of any Painer, other than a withdrawal3"FfiVR/I" means the Financial industry Regulatory Authority.OMM us'72273i23.3 by or distribution to, or an allocation to the Capital Accounts o1 all Partnerswhich does notresultin any change of any Partner's Parolership Percentage;or"Fiscql year" means each period commencing on January I of each year(or with respectto the initial Fiscal Year, commencing on the initial Drawdown Date) and ending on December3 I of each year (or on the date of a final distribution PUTSuantto Section 6.1(a)(iv) hereol),unless the General Partner shall elect another fiscal year forthe Partnership which is apermissible tax year under the Code.the date which immediately precedes any date as of which a contribution tocapital is accepted by the Partnership from any new or existing Partner or asof which this Agreement provides for any amount to be credited to theCapital Account of any Partner, other than an allocation to the CapitalAccounts of allPartners which does notresult in any change of any Partner'sPantiership Percentage."Ge"eralPqri}?er" means U'M Global Infrastructure cos) GP, LLC, a limited liabilitycompany formed under the laws of Delaware, asthe initial general partner of the Partnership,and includes any Person admitted to the Partnership as an additional or substitute general partnerof the Partnership pursuantto the provisions of this Agreement, each in its capacity as generalpartner of the Partnership."indemiz!/iedPqrty, " has the meaning set forth in Section 4.8(a) hereof."In18res!s" means ownership interests in the Partnership."investmeni, dvisor" means IFM Investors cos) Advisor, LLC, a limited liabilitycompany formed under the laws of Delaware, as the initial investment advisor of the Partnership,or any successorinvestment advisor of the Partnership selected from time to time."/livestmerit" has the meaning set forth in Section 2.5 hereof."/"vestment Monogemeni, 4greement" meansthe investment management agreementamong the Partnership, the General Partner and the investment Advisor, as in effect from time totime."/fiveslinen! Companyrtc/" meansthe Investment Company Act of 1940, as amended."Key Person " has the meaning set forth in Section 3.3(c) hereof.OMM Us 72273123.34 "Limited Former" means any Person admitted to the Partnership as a limited partner ofthe Partnership, and shall include their permitted successors and assigns to the extent admitted tothe Partnership as limited partners in accordance with the terms hereof, each in its capacity as alimited partner of the Partnership, untilthe entire limited partner interest in the Partnership ofsuch Person has been withdrawn pursuantto Sections 5.5, 5.6, 5.7 or 5.8 hereofor such Personceases to be a Limited Partner in accordance with the tentis hereof, For purposes of the Act, theLimited Partners shall constitute a single class or group of limited partners."Key Person Event" has the meaning set forth in Section 3.3(c) hereof."Mdsier rimd" means IFM Global Infrastructure Fund, a multi-series unittrustestablished under the laws of the Cayman Islands."Mosterrt, "dadw^or" means IFM investors Ply, Ltd, a company organized under thelaws of Australia, asthe initial investment advisor and administrator of the Master Fund, or anysuccessor investment advisor and administrator of the Master Fund selected from time to time."NatAsse!s" means the value, as determined in accordance with Section 7.2 hereof; of allSecurities and other assets of the Partnership (including unrealized appreciation or depreciationof Securities and accrued interest, dividends and other distributions receivable net of withholdingtaxes), less an amount equal to all accrued debts, liabilities and obligations of the Partnership(including any reserves for contingencies accrued pursuant to Section 3.11(c) hereof), Except asotherwise expressly provided herein, Net Assets as of the first day of any Fiscal Period shall bedetermined on the basis of the valuation of assets conducted as of the close of the immediatelypreceding Fiscal Period but after giving effectto (i) any of the amounts set forth in (a) or (b)below payable by the Partnership which are effective as of the close of such immediatelypreceding Fiscal Period; and (ii) any capital contributions made by any Partner subsequent to thelast day of such immediately preceding Fiscal Period; and Net Assets as of the last day of anyFiscal Period shall be determined before giving eff^:ct to any of the following amounts payableby the Partnership which are effective as of the date on which such detennination is made:(a) any withdrawals or distributions payable to any Partner which are effectiveas of the date on which such detemiination is made; and(b) withholding taxes and other itemspayable, and any increases or decreases inany reserves or other amounts recorded pursuant to Section 3.11(c) hereof;during the Fiscal Period ending as of the date on which such detennination is"Minimum Comint!men! Period" has the meaning set forth in Section 3.2 hereof.oMM us:72273i233 "NeiLo, r's" means the excess of the Net Assets on the first day of a Fiscal Period overtheNetAssets on the last day of the same Fiscal Period.made, to the extent the General Partner detennines that, pursuant to anyprovisions of this Agreement, such items are notto be charged ratably to theCapital Accounts of all Partners on the basis of their respective PartnershipPercentages as of the commencement of the Fiscal Period."Net Profit" means the excess of the Net Assets on the last day of a Fiscal Period overthe Net Assets on the first day of the same Fiscal Period."PoralIel/nvesiment rehible " means any entity investing or which will invest with thePartnership in the Master Fund or in any other of the underlying investments of the Partnership."Former" means the General Partner or any of the Limited Partners, except as otherwiseexpressly provided herein, and "Partners" means the General Partner and all of the LimitedPartners."Farmersh!j, Perce"rage " means a percentage established for each Partner on thePartnership's books as of the first day of each Fiscal Period. The Partnership Percentage of aPartner for a Fiscal Period shall be determined by dividing the amount of the Partner's CapitalAccount as of the beginning of the Fiscal Period (after adjustment for any contributions to thecapital of the Partnership which are effective on such date) by the sum of the Capital Accounts ofall of the Partners as of the beginning of the Fiscal Period (after adjustment for any contributionsto the capital of the Partnership which are efl^:ctive on such date), The sum of the PartnershipPercentages of all Partners foreach Fiscal Period shall equal one hundred percent(100%)."Farmershjp" has the meaning setfbrth in the preamble hereof"Person " means a corporation, association, joint venture, partnership, trust, limitedliability company, estate, natural person or any other individual or entity."Reinoini"g Commitmeni" means, with respect to any Partner(orits predecessors ininterest), its Capital Commitment reduced by (i)the amount of all capital contributions made bysuch Partner(or its predecessors in interest) pursuantto this Agreement; and (ii)the amount ofany termination orreduction in such Partner's Remaining Commitment PUTSuantto thisAgreement.'Schedule of Perr!ners" means a schedule to be maintained by the General Partner inoMM us:72273i233 accordance with this Agreement showing the name, address, date of admission, classification asGeneral Partner or Limited Partner, Capital Commitment, amount of initial capital contributionand of any additional capital contribution, amountofany withdrawal of a partnership interest inthe Partnership, Remaining Commitment and amountofany transfer of a partnership interest inthe Partnership with respect to each Partner."Securities " means securities of any kind (including, without limitation, units in a trust,common stocks, preft:rred stocks, partnership and limited liability company interests, debtsecurities, convertible securities, warrants, or any other "security" as that term is defined inSection 2(I) of the Securities Act of 1933, as amended); currencies; any futures or forwardcontract; any evidences of indebtedness (including participations in or assignments of bankloans, leases, trade credit claims or other assets); any swap or similar arrangement; any right oroption to acquire any of the above; and any derivative instrument of any kind."Subscrjp/fondereement" means the subscription agreement among a Limited Partner,the General Partner, the Investment Advisor and the Partnership pursuantto which such LimitedPartner has subscribed for or purchased limited partner interests in the Partnership,"Tron. $1er" means any sale, eXchange, transfer, assignment, pledge or granting of anotherfomi of security interest or other disposition by a Partner of all or a part of an interest in thePartnership to another party, whether voluntary or involuntary,"USA PATRIOTAct" meansthe Uniting and Strengthening America by ProvidingAppropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, and rules,regulations or other guidance issued thereunder.(a) The Partnership was formed as a limited partnership under and pursuanttothe Act on January 30, 2008 upon the filing of the Certificate with the Secretary of State of theState of Delaware in accordance with the Act. The rights and liabilities of the Partners shall beas provided in the Act, except as otherwise expressly provided herein.Formation.ARTICLEMORGANIZATIONOMM us:72273i23.3 (b) The General Partnershallexecute, acknowledge and file anyamendmentsto the Certificate as may be required by the Act and any other instruments, documents andcertificates which* in the opinion of the Partnership's legal counsel, may from time to time berequired by the laws of the United States of America, the State of Delaware or any otherjurisdiction in which the Partnership shall delennine to do business, or any political subdivisionor 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,22The name of the Partnership shall be IFM Global Infrastructure (Us), L. P, orsuch othername asthe General Partner may hereafter adopt upon (i) causing an amendment to theCertificate to be filed with the Secretary of State of the State of Delaware (reflecting the changein name of the Partnership);(ii) amending this Agreement to reflectthe change in the name ofthe Partnership; and (iii) sending notice thereofto the Limited Partners. The Limited Partnersacleriowledge that the Partnership has obtained the right to use its name from the General Partner,that the General Partner retains allrights in and to the name "XEM Global infrastructure" or anyderivation thereof; and that the Partnership shall have the exclusive right to use the Partnershipname only for so long as the Partnership continues, but upon the Partnership's termination, thePartnership shall assign the name and the goodwill attached thereto to the General Partner.Name.2.3The Partnership shall have its registered office at 2711 Centerville Road, Suite 400,Wilmington, Delaware 19808 or at such other place asthe General Partner may designate fromtime to time, and its initial registered agent at such address in the State of Delaware shall be theCorporation Service Company. The General Partner may, from time to time, designate a newregistered agent forthe Partnership. Notwithstanding any provision in this Agreement, theGeneral Partner may amend this Agreement and the Certificate as necessary to reflectthedesignation of a new registered agent and/orregistered office forthe Partnership withouttheconsent of any other Partner or Person.Registered Office and Agent.2.4(a) The term of the Partnership commenced on the date on which theCertificate was filed with the Secretary of State of the State of Delaware, and shall continueindefinitely unless the Partnership is dissolved and its affairs are wound up upon the firsttooccur of any oilhe following:Term; Dissolution.OMM us. 72273i23.3 (ii) at anytime there are no limited partners of the Partnership, unlessthe business of the Partnership is continued in accordance with the Act;the General Partner shall electto dissolve the Partnership;(iii) any eventthat results in the General Partner ceasing to be a generalpartner of the Partnership under the Act, provided that the Partnership shall not bedissolved and required to be wound up in connection with any such event if(A) atthe time of the occurrence of such event there is alleast one remaining generalpartner of the Partnership who is hereby authorized to and does carry on thebusiness of the Partnership, or(B) within 90 days after the occurrence of suchevent, Limited Partners whose Partnership Percentages represent a majority ininterest of the Limited Partners agree in writing or vote to continue the business ofthe Partnership and to the appointment, effective as of the date of such event, ifrequired, of one or more additional general partners of the Partnership; and(b) In the eventofdissolution, the Partnership shall conductonly suchactivities as are necessary to wind up its affairs (including the sale of the assets of the Partnershipin an orderly manner), and the assets of the Partnership shall be applied in the manner, and in theorder of priority, set forth in Section 6.1 hereof:(iv)of the Act.(c) The Partnership shalltenninate when (i) altofthe assets of thePartnership, after payment of or due provision for all debts, liabilities and obligations of thePartnership, shall have been distributed to the Partners in the manner provided for in thisAgreement; and (ii)the Certificate shall have been canceled in the manner required by the Act.the entry of a decree of judicial dissolution under Section 17-802(d) Exceptasprovided in Section 2.4(a) hereofor in the Act, the death, mentalillness, dissolution, tennination, liquidation, bankruptcy, reorganization, merger, sale ofsubstantially all of the stock or assets of or other change in the ownership ornature of a Partner,the admission to the Partnership of a new General Partner or Limited Partner, the withdrawal of aPartner from the Partnership, orthe Transfer by a Partner of such Partner's interest in thePartnership to a third party shall not, in and of itself, cause the Partnership to dissolve.25Objective of Partnership.OMM us 72273i23.3 (a) The solepurpose of the Partnership is to invest in units of the Master Fund(collectively, the "Investment"). Subject to the terms of this Agreement, the Partnership mayengage in any and all activities and exercise any powers permitted to limited partnershipsorganized under the laws of the State of Delaware that are necessary, desirable or incidental tothe accomplishment of the foregoing, including, without limitation, the holding and disposing ofthe Investment in whole or in part.(b) The Partnership, and the General Partner on behalfofthe Partnership,shall enter into and perform the Subscription Agreements, the Investment ManagementAgreement, any documents relating to the investment, the organizational documents of theMaster Fund, and any documents contemplated thereby orrelated thereto and any amendmentsthereto, without any further act, vote or approval of any Person, including any Partner,notwithstanding any other provision of this Agreement. The General Partner is herebyauthorized to enter into the documents described in the preceding sentence on behalfofthePartnership, but such authorization shall not be deemed a restriction on the power of the GeneralPartner to enter into other documents on behalfofthe Partnership.2.6The General Partner may establish multiple classes of ownership interests in thePartnership for any purpose and from time to time on such ternis as the General Partnershalldetennine in its sole discretion, withoutthe approval of any other Partner or Person. In suchevent, separate Capital Accounts shall be maintained for each Limited Partner with respecttoeach class of interests in the Partnership. Any item of income or expense relating to a specificclass shall be allocated solely to the Capital Accounts of the Limited Partners participating insuch class, and any item of income or expense of the Partnership notrelating to a specific classshall be allocated among the classes in proportion to theirrespective net asset values or in suchother manner as the General Partner shall determine to be equitable,Classes of Interests.3.1Commitments.oMM us:72273i233ARTICLE 111CAPITAL (a) Theminjinum initial Capital Commitment of eachLjmitedparuieradmitted to the Partnership PUTSuant to Article V hereofshall be $10,000,000, or such lesseramount asthe General Partner, in its discretion, may pennit. Initial Capital Commitments maybe accepted by the General Partner at any time, in its sole discretion. The amount of the initialCapital Commitment oreach Partnershallbe recorded by the General Partner upon admission ofsuch Partnerpursuantto this Agreement.(b) The minimumadditionalCapitalCommitmentofeachLimited Partnershall be $1,000,000, or such lesser amount as the General Partner, in its discretion, may pennit.Notwithstanding anything in this Agreement to the contrary, no Limited Partnershall beobligated to make any capital contributions to the Partnership in excess of such Limited Partner'sCapital Commitment, except to the extent provided in the Act.3.2Each Limited Partner which is not a Defaulting Partner may terniinate all or a portion ofsuch Limited Partner's undrawn and unreserved Capital Commitment upon ninety (90) days'prior written notice to the General Partner, effective as of the end of the year following the thirdanniversary of the date as of which such Limited Partner's Capital Commitment was accepted bythe General Partner(the "Minimum Commitment Period");provided, however, that in theevent a Limited Partner has made an additional Capital Commitment to the Partnership, suchadditional Capital Commitmentshall be subject to a separate Minimum Commitment Periodcommencing on the date as of which such Capital Commitment was accepted by the GeneralPartner, and for purposes of this Section 3.2 and Section 3.5 hereofshall be treated as a separateCapital Commitment. Notwithstanding anything to the contrary, to the extentthat any portion ofsuch Limited Partner's Capital Commitment is, in the opinion of the General Partner, required (i)to meet any obligations to which the Master Fund is actually or contingent!y committed; or (ii)tomake any investments approved by the Master Fund, in each case as of the date notice of suchLimited Partner's Capital Commitment tennination is received by the General Partner, suchportion of such Limited Partner's Capital Commitment may not be terminated and shall remainoutstanding and subject to Drawdown. Forthe avoidance of doubt, ifihe General Partner shallhave covenanted to any co-investors, strategic partners, sellers or lenders as to the irrevocablenature of the capital coinmiiments, such commitment shall be deemed to have contingentlycommitted the Master Fund and shall satisfy the exception provided in clause (i) above. inaddition, the General Partner may, pursuantto Section 5.5(g) hereof, at any time, terniinate all oraportion of any Limited Partner's undrawn and unreserved Capital Commitment.Termination of Capital Commitment.OMM us:72273i23.3 3.3(a) Each Partner agrees to make payments of capital contributionsto thePartnership, in accordance with and subject to the ternis of this Agreement, in an aggregateamount equal to such Partner's Capital Commitment, All payments of capital contributions shallbe made at such times and in such amounts as are specified by the General Partner in CallNotices issued pursuantto Section 3.4 hereofin separate drawdowns ("Drawdowns") asprovided in this Article 111, Forthe avoidance of doubt, the General Partner may not draw downany remaining capital commitment of the Limited Partner after the effective date of the LimitedPartner's withdrawal from the Partnership.Drawdowns.(b) In the eventthat any Limited Partner tails to make a capital contribution infull, the General Partner may, but shall riot be obligated to, call for an additional Drawdown, inaccordance with this Section 3.3(b), equal to the amount such Limited Partner failed to pay, fromPartners other than the Limited Partner that has failed to make a capital contribution, in theamounts detennined pursuantto Section 3.5 hereof. Any Drawdown pursuantto this Section3.3(b) is rel^rred to as a "Deficiency Drawdown. " Ifthe General Partner determines to make aDeficiency Drawdown, it will either:(i) amend the original or outstanding CallNotice previously senttoeach Limited Partner pursuerIt to Section 3.4 in order to increase such LimitedPartner's required contribution by its proportionate share of the total DeficiencyDrawdown, with such amended Call Notice to be given at least five (5) businessdays before the Drawdown Date for such Deficiency Drawdown; or(c) In the eventthatthe following team members cease to be active in themanagement of the Master Fund for more than 60 consecutive days, the Partnership willpromptly notify the Advisory Committee and propose a replacement within 120 days: KyleMangini, Julio Garcia, Christian Seymour, Michael Hanna, the Global Head of Infrastructure, theHeads of Australia, Europe, North America, the four most seniorinfrastructure professionals orallthe Investment Directors (including all Executive Directors) (each a "Key Person" andcollectively, the "Key Persons"). In the eventthat the following team members cease to beactive in the management of the Master Fund for more than 60 consecutive days(ii) deliver a new CallNotice in accordance with Section 3.4 hereofwhich shall supersede the original or outstanding CallNotice and shall include theadditional Deficiency Drawdown.oMM us 72273i23.3 (i) mythreeofKyleMangini, Julio Oarcia, Christian SeymourandMichael Hanna (with the lastremaining person being MichaelHanna or hisapproved replacement); or(ii) Within a 12-monthperiod, more than 50% of the infrastructureteam (being the Global Head and the Heads of Australia, Europe, North America,and the four most senior investment professionals); or(each such event described in sections (i) through (iii) above, a "Key Person Event"), thePartnership shall notify all Limited Partners of a Key Person Event and shall suspend allDrawdowns (excluding any Drawdowns for which the CallNotice has been issued priorto a KeyPerson Event) untilreplacements have been approved by the Advisory Committee, whichapproval will not be unreasonably withheld; provided that the suspension due to a Key PersonEvent described in clause (ii) above shall end ifreplacements are approved forthe positions ofthe Global Head, the North American Head and the European Head, and the suspension due to aKey Person Event described in clause (iii) above shall end if75% of the Investment Directorpositions are filled by the approved replacements. The proposed replacement key person shallbecome a Key Person ifapproved by the Advisory Committee, which approvalshallnot beunreasonably withheld; provided, however, that any replacement approved by the AdvisoryCommittee for Kyle Mangini, Julio Garcia, Christian Seymourwill become a Key Person forpurposes of this key person provision effective as of the second anniversary of the AdvisoryCommittee's approval of such replacement key person(s).(iii) Within a 12-month period, more than 50% of the InvestmentDirectors (including all Executive Directors)3.4(a) The General Partnershallspecifythe time of each Drawdown of capitalcontributions in a written notice (a "Call Notice") given to the Limited Partners priorto the dateof such Drawdown (the "Drawdown Date").CallNotices.(b) The General Partnershallgive CallNotices to the Limited Partners inaccordance with Section 8.3 hereofat leastten (10) days priorto each Drawdown Date,oMM us:72273i23.3Each Call Notice shall set forth the name of the Partnership and: (i) the scheduled Drawdown Date andthetotalamountofcapitalcontributions to be made by all Partners on the Drawdown Date;(ii) the required capital contribution to be made by the Limited Partnerto which the notice is directed;(Iii) the Partnership accountto which such capital contribution shall bepaid, including wiring and routing infonnation;(iv) to the extent a CallNotice requires the Limited Partners to make acapital contribution to fund Partnership expenses or fees, the amount, nature andcomputation of such Partnership expenses oribes, each set forth with reasonablespecificity; and(d) Any Drawdoum in respect of which a CallNotice has been delivered maybe rescinded orpostponed by the General Partner one or more times. The General Partnershallgive prompt written notice to each Limited Partner in accordance with Section 8.3 hereofofanysuch rescission or postponement, whereupon any rescheduled Drawdown Date shall constitutethe Drawdown Date for all purposes under this Agreement, A notice of postponementshallrestate the entire Call Notice and indicate to the Limited Partners any material changes in theinformation contained in the original CallNotice.(v) such information relating to the proposed use of the funds obtainedby the Partnership as the General Partner in its reasonable discretion determines toinclude in that Call Notice.3.5Amount of Contributions.Partner's Capital Commitment will be drawn down on apro rqto basis with other undrawnCapital Commitments and the undrawn capital commitments of investors in ParallellnvestmentVehicles that, in each case, were accepted within the same calendar quarter and are participatingin such Drawdown (subjectto non-pro ru!a drawdown with respectto ParallellnvestmentVehicles to the extent such drawdown relates to a specific investment vehicle), and priorto anyundrawn Capital Coriumitments or undrawn capital commitments of investors in ParallelInvestment Vehicles that are subsequently accepted. Any Capital Commitments and ParallelInvestment Vehicle capital commitments that are undrawn prior to the calendar quarter during(a)A onionment annon Partners. Subjectto Section 33(b) hereof; aOMM us. 72273123.3 which the Partner's Capital Commitment is accepted will be drawn down before such Partner'sCapital Commitment.(b) Fomi. Allcapitalcontributions shall be made to the Partnership by check,wire or other transfer of United States 1:3deral or other immediately-available funds by 11:00 a. in,(New York City time) on the relevant Drawdown Date to the account designated by the GeneralPartner for such purpose(c) NO Partial Payments in RespectofDrawdowns. Each Partnershallbeobligated to make payment in full of each Drawdown on the relevant Drawdown Date togetherwith any and allinterest or other amounts due thereon, and no Partner shall make (nor shall thePartnership be obligated to accept) any partial payments as to any Drawdown* except asotherwise explicitly provided in this Agreement.3.6In the event that Partners have made capital contributions and the General Partner in itsreasonable discretion determines that any portion of such capital contributions is riotlikely to beinvested in Securities issued by the Master Fund or applied to the payment or reimbursement ofexpenses or other purposes permitted hereunder within sixty (60) days after the relevantDrawdown Date, then the General Partner in its sole discretion may cause the Partnership toreturn to the Partners who made such capital contributions part or all of the amount of suchcapital contributions which have not been so invested or applied, together with any interest orother income or gains earned thereon, in proportion to each such Partner's capital contributionmade PUTSuant to the relevant Call Notice. Such returned amounts shall be treated as not havingbeen drawn down for the purposes of this Agreement.Return of Contributions Subjectto Subsequent Drawdown.3.7(a) Desi anon a efulin Partner. ALimitedPartnerthathast;tiled tomake apayment in satisfaction of such Limited Partner's Capital Commitment(together withany other amounts due) PUTSuantto a CallNotice by the close of business on the relevantDrawdown Date, and has also failed to make such payment on orbefore the date that is five(5) business days after the General Partner has given written notice to such Limited Partner of itsfoilure to make such payment(a "Default"), shall be deemed to be a "Defaulting Partner. "Failure to Make Required Payment.(b) ^^^L!^^. The Partners agree that the damages suffered by thePartnership as the result of any failure by a Partner to make a capital contribution or otheroMM us:72273i23.3 payment to the Partnership that is required by this Agreement cannot be estimated withreasonable accuracy. As permitted by Section 17-502(c) of the Act and as a penalty (which eachPartner hereby agrees is reasonable), the General Partnershall cause the Capital Account of aDefaulting Partner to be reduced by an amount equal to 25% of such Dei^Iulting Partner's CapitalAccount balance each and every time a Defaulting Partner commits a Default(the "DefaultCharge"). The amount of any Default Charge levied upon a Defaulting Partner shallimmediately become, subject to the Act, unrestricted funds of the Partnership and shall beallocated to and among the Capital Accounts of the nondefaulting Partners in proportion to thepositive balances in theirrespective Capital Accounts.For purposes of the above, any increase in the Capital Accounts of non-defaultingPartners as the result of the imposition of a Deftiult Charge shall occur only at such time ortimesas the corresponding reduction in the Defaulting Partner's Capital Account occurs.(c) Distributionsto apartnerthatFailsto Make Re uired Pa merit. TheGeneral Partner shall cause the Partnership to withhold any distributions that othenvise would bemade to a Limited Partner that has failed to make a timely payment in satisfaction of suchPartner's Capital Commitment pursuantto a CallNotice;provided, however, that i^ on orbeforethe date that is five (5) business days after written notice was given to such Limited Partner of itsfailure to make such payment, such Limited Partner has paid to the Partnership all amounts thendue and payable, any distributions so withheld shall be delivered to such Limited Partner at theGrid of that five (5) business day period. In the eventthat any Limited Partner is deemed to be aDefaulting Partner, then, notwithstanding any other provision of this Agreement, the GeneralPartner shall cause the Partnership to retain, and use for any purpose, any amounts otherwisedistributable to such Defaulting Partner.(d)All ati n t a Partner that Fails to Make Re uired Pa merit. Allocationsshall continue to be made to a Defaulting Partner PUTSuantto the other provisions of thisAgreement as ifsuch Limited Partner had made a timely contribution overthe period from thedate of deftiult until such time, ifany, as the General Partner imposes a Default Charge;provided, however, that(i) no allocations of Net Profit or items in the nature of gross income orgain shall be made to the Def;aulting Partner during such period; and (ii) ifthe Defaulting Partner(or any transferee(s)then holding the Defaulting Partner's interest) subsequently contributes theamount in arrears during such period, then subsequent allocations may be made in such a mannerthat the net result of such subsequent allocations and the previous allocations made PUTSuanttothis Section 3.7(d) is the same as ifthe Defaulting Partner(together with such transferee(s), ifoMM us:72273!233 any) had made all contributions with respectto the Defaulting Partner's interest on a timelybasis.(e) EffectofDetaultonRemainin Interest in Partnershi. The application ofthe penalty provisions described above shall not relieve any Defaulting Partner of suchDefaulting Partner's obligation to make all payments of its capital contributions pursuant toDrawdowns when due. The General Partner, in its sole discretion, may detemiine that noadditional capital contribution shall be accepted from a Defaulting Partner, in which case theGeneral Partner shall so notify such Defaulting Partner in writing. As of the date that such noticeis sentto the Deniulting Partner, such Defaulting Partner's Remaining Commitment shall bereduced to zero.under applicable law to a limited partnership organized under the Actto enforce the collectionfrom a Defaulting Partner of any unpaid capital contributions for which a CallNotice has beenissued, as well as allinterest and costs of collection (including attorneys' fees). All such otherremedies shall be cumulative. The General Partner, in its sole discretion, may waive, withrespectto any Limited Partner, any of the remedies orconsequences of a Default provided bythis Section 3.7,(OOther Remedies. The Partnershi shall have all other remedies availableLimited Partner shall obtain and deliver to the Partnership an opinion of counselreasonablyacceptable (as to form, substance and choice orcounsel) to the General Partner to the effectthatfuture payments by such Limited Partner of its Remaining Commitment(including, but notlimited to, any part of the Drawdown due on such date) will be unlawful orthatthere is amaterial and substantial likelihood that such payments will be unlawful, in each case as a resultof changes in laws or regulations applicable to such Limited Partner occurring after the date ofsuch Limited Partner's admission to the Partnership, then the General Partner shall use its bestefforts to assist the Limited Partner in eff;=cting a transfer of its interest and shall notunreasonably withhold consentto the transfer of such interest as required in accordance withSection 5.3 hereof.(g)Default Due to Chan e in Law. If; at any time before a Drawdown Date, a3.8(a) NO Partnershallbe entitled to interest on such Partner's contributions tothe capital of the Partnership.Rights of Partners in Capital.OMM us 72273i233 (b) NO Partnershallhave the right to distributions orthe return of anycontribution to the capital of the Partnership except(i) upon withdrawal of such Partner PUTSuantto Sections 5.5 or 5.6 hereof; or (ii) upon the dissolution and winding up of the Partnershippursuantto Sections 2.4 and 6.1. The entitlement to any such return at such time shall be limitedto the value of the Capital Account of the Partner. The General Partnershall not be liable to anyPartner orthe Partnership forthe return of any such amounts.3.9Capital Accounts.Partner.(b) Each Partner's Capital Accountshallbe increased by the sum of(I) anycapital contributions by such Partner to the capital of the Partnership permitted pursuantto thisAgreement; plus (ii) any part of a Default Charge added to the Capital Account of such Partnerpursuantto Section 3.7(b) hereof; plus (iii)the portion of any Net Profit allocated to suchPartner's Capital Account pursuantto Section 3.10 hereof: plus (iv) any decreases in anyreserves allocable to such Partner's Capital Accountpursuantto Section 3.11 hereof(a)The Partnership shall maintain a separate Capital Account for each(c) Each Partner's Capital Accountshallbe reduced by the sum of(i)theamount of any cash and the net value of any property withdrawn by or distributed to such Partnerpursuantto Section 3.14, 5.5, 5.6 or 6.1 hereof; plus (ii) any Default Charge subtracted from theCapital Account of such Partnerpursuantto Section 3.7(b) hereo^ plus (iii)the portion of anyNet Loss allocated to such Partner's Capital Account pursuantto Section 3.10 hereof; plus(iv) any withholding taxes or other expense items, or any increases in any reserves, allocable tosuch Partner's Capital Account PUTSuantto Section 3.11 hereof:3.10(a) Subjectto Sections 2.6, 3.10(b), 3.11, 3.12 and 3.13, as of the last day ofeach Fiscal Period, any Net Profit or Net Loss forthe Fiscal Period shall be allocated among andcredited to or debited againstthe Capital Accounts of the Partners in proportion to theirrespective Partnership Percentages for the Fiscal Period.Allocation of Net Profit and Net Loss.(b) Following the failure of aLimited Partner to make acontribution whendue, allocations otherwise prescribed by this Section 3.10 shall be modified as setfbrth inSection 3.7(d) or 3.7(e) hereof; as applicable.oMM us 72273i233 3.11(a) Ifthe Partnership orthe Master Fund incurs awithholding tax or other taxobligation with respect to the share of income allocable to any Partner* but which is not generallyapplicable to all other Partners, then the General Partner shall cause the amount of suchobligation to be debited againstthe Capital Account of such Partner as of the close of the FiscalPeriod during which the Partnership orthe Master Fund pays such obligation* Neither theGeneral Partner, the trustee of the Master Fund northe Master Fund Advisorshall be obligatedto apply for or obtain a reduction of or exemption from withholding tax on behalfofany Partnerthat may be eligible for such reduction or exemption,Allocation of Withholding Taxes and Reserves.(b) Exceptas othenvise provided for in this Agreement, any expenditurespayable by the Partnership orthe Master Fund, to the extent detennined by the General Partnerorthe trustee of the Master Fund, as applicable, to have been paid or withheld on behalfof; or byreason of particular circumstances applicable to, one or more but fewer than all of the Partnersshall be charged to only those Partners on whose behalfsuch payments are made orwhoseparticular circumstances gave rise to such payments. Such charges shall be debited from theCapital Accounts of such Partners as of the close of the Fiscal Period during which any suchitems were accrued by the Partnership orthe Master Fund, as applicable.(c) Appropriate reserves may be created, accrued and charged againsttheNetAssets and againstthe Capital Accounts of the Partners for contingent liabilities, ifany, as of thedate any such contingent liability becomes known to the General Partner, such reserves to be inthe amounts which the General Partner in its sole discretion deems necessary or appropriate. TheGeneral Partner may increase orreduce any such reserve from time to time by such amounts asthe General Partner in its sole discretion deems necessary or appropriate.3.12To the extentthat any debits PUTSuantto Sections 3.10 and 3.11 hereofwould reduce thebalance of the Capital Account of any Limited Partner below zero, that portion of any suchdebits shall instead be allocated to the Capital Account of the General Partner. Any credits inany subsequent Fiscal Period which would otherwise be allocable pursuant to Sections 3.10 and3.11 hereofto the Capital Account of any Limited Partner previously affected by the applicationof this Section 3.12 shall instead be allocated to the Capital Account of the General Partner insuch amounts as are necessary to offset allprevious debits attributable to such Limited Partnerpursuantto this Section 3.12 riot previously recovered.Allocation to Avoid Capital ACco"int Deficits.OMM us. 72273iz3.3 3.13(a) Foreach Fiscal Year, items of income, deduction, gain, loss orcreditthatare recognized for income tax purposes shall be allocated among the Partners in such manner asto reflect equitably amounts credited to or debited against each Partner's Capital Accounts,whether in such Fiscal Yearor in prior Fiscal Years, To the extentthaithe General Partnerdetermines at any time that such allocation is not consistent with distributions previously made,and expected to be made, to the Partners, the General Partner may make such adjustments in theallocations (including but notlimited to allocations of gross income or deductions) as arenecessary in the opinion of the General Partner to cause the allocations to be consistent, providedthatno such adjusiment will have an adverse effect on the amount ultimately distributable to anyPartner pursuantto this Agreement, It is intended that the allocations PUTSuantto this Agreementcomply with the U. S. Treasury Regulations issued under Section 704(b) of the Code and shall beinterpreted consistenttherewith. In addition, there will be a "qualified income offset" (within themeaning of U. S. Treasury Regulations Section 1,704-I(bX2)(ii)(d)) and a "minimum gainchargeback" (within the meaning of U. S. Treasury Regulations Section 1,704-2(f)). Any specialallocations of items of income or gain pursuantto the preceding sentence shall be taken intoaccount in computing subsequent allocations pursuantto this Agreement so that the net amountfor any item so allocated and all other items allocated to each Partner pursuantto this Agreementshall be equal, to the extent possible, to the net amount that would have been allocated to eachPartnerpursuant to the provisions of this Agreement ifsuch special allocations had riot occurred.Allocations for I"come Tax Purposes.(b) To the extentdeemed by the General Partner to be feasible and equitable,taxable income and gains in each Fiscal Yearshallbe allocated among the Farmers who haveenjoyed the related credits, and items of deduction, loss and credit in each Fiscal Year shall beallocated among the Partners who have borne the burden of the related debits, Taxable gain orloss realized from the sale of assets that were contributed in kind by a Partner shall be allocatedto the contributing Partner to the extent required under Section 704(c) of the Code and theregulations promulgated thereunder.(c) In the event apartnerwithdraws allorpart of such Partner's CapitalAccount, the General Partner may make a special allocation to the Partner for federal income taxpurposes of the capital gains, ordinary income, deductions, capital losses or ordinary lossesrecognized by the Partnership in such a manner as will reduce the amount, ifany, by which thebalance of such Partner's Capital Account exceeds or is less than, as the case may be, suchPartner's federal income tax basis in such Partner's interest in the Partnership before suchallocation,oMM us. 722731233 3.14(a) The General Partner may, in its sole discretion, make distributions in cashor in kind, in whole or in part, at any time to all Partners and such distributions shall be deductedfrom the Capital Accounts of the Partners as of the date of the distribution; provided however,that the General Partner(through its affiliate, the Master Fund Advisor) will cause the MasterFund to distribute to the Partnership, the Partnership's pro rata share of"free cash flow" and theGeneral Partner will distribute all free cash flow to Limited Partners, in each case notless oftenthan semi-annually; unless otherwise instructed by the trustee of the Master Fund, in which case,the General Partner and the Master Fund Advisor will meet with the Limited Partners todetermine what actions the General Partner and the Master Fund Advisor need to take to enablethe payment of such distributions. "Free cash flow" shall mean the ordinary income and cashnow of the Master Fund and the Partnership from the underlying portfolio companies of eachinvestment by the Master Fund and the Partnership, net of expenses payable by the Master Fundorthe Partnership. The Master Fund Advisor and the General Partnershallseek the AdvisoryCommittee's guidance ifthe Master Fund orthe General Partner intends to distribute less than50% of the annual available cash flow. All distributions pursuantto this Section 3.14 shall bededucted from the Capital Accounts of the Partners as of the date of the distribution and shall bemade to the Partnerspro raid in proportion to theirPartnership Percentages. A Limited Partnermay elect to re-invest distributions or receive a cash yield on its investment in the Partnership.An election may be changed on an annual basis by providing written notice to the GeneralPartner, no later than December 3 1st, for distributions relating to the following year.Distributions.(b) Ifa distribution is made in kind (subjectto Section 6.1(c) hereof),immediately priorto such distribution, the General Partner shall detennine the value of theproperty distributed pursuantto Section 7.2 hereofand cause the Capital Accounts of all Partnersto be adjusted upwards or downwards to reflectthe difference between the book value and thefair market value thereof; as ifsuch gain or loss had been recognized upon an actual sale of suchproperty and allocated pursuantto Section 3.10 hereof: Each such distribution shall reduce theCapital Account of the distributee Partner by the value thereof:(c) The General Partner may withhold and pay overto the internal RevenueService (or any other relevanttaxing authority) such amounts as the Partnership is required towithhold, pursuantto the Code or any other applicable law, on account of any distribution to aPartner. For purposes of this Agreement, any amount so withheld by the Partnership withrespectto any amount distributed by the Partnership to any Partner shall be deemed to be adistribution orpaymentto such Partner* reducing the amount otheiwise distributable to such21oMM us:72273i23.3 Partner pursuantto this Agreement and reducing the Capital Account of such Partner. Iftheamount of such taxes is greater than any such distributable amounts*then such Partner and anysuccessorto such Partner's interest in the Partnership shall pay the amount of such excess to thePartnership, as a contribution to the capital of the Partnership(d) Allnotices regarding distributions to the Limited Partners under thisAgreement shall reportthe character of such distribution in accordance with U. S. GenerallyAccepted Accounting Principles ("GAAp'*).(e) Notwithstanding anything to the contrary contained in this Agreement, thePartnership* and the General Partner on behalfofthe Partnership, shall riot be required to make adistribution to any Partner on account of its interest in the Partnership ifsuch distribution wouldviolate the Act or other applicable law,4.1(a) The General Partner continues asthe general partner of the Partnershipupon its execution of a counterpart to this Agreement. Subjectto the terms and conditions of thisAgreement, the General Partnershall have complete and exclusive responsibility for managingand administering the affairs of the Partnership, and shall have the power and authority to do allthings necessary or proper to carry outits duties hereunder.Rights, Duties and Powers of the GenerallPartner.ARTICLEIVMANAGEMENT(b) Withoutlimitingthe generality of the General Partner's duties andobligations hereunder, the General Partner shall have full power and authority:(i) to solicitinvestments in the Partnership and to file allsuchdocuments and take allsuch other actions as may be necessary or appropriate toqualify partnership interests in the Partnership for offer and sale in anyjurisdiction;oMM us:72273123.3(ii) to admitPartnerstothe Partnership, accept Capital Coinmiiments(initial or otherwise) from Partners and call and receive from Partnerscontributions to the capital of the Partnership;22 (iii) to enter into a side letter or similar agreement in accordance withSection 8.9(a) hereof;(iv)(v)to conduct meetings of the Partners;Fund;(vi)to cause the Partnership to invest in units of the Master Fund;(vii) to open, maintain and close bank accounts and custodialaccountsforthe Partnership and draw checks and other orders forthe payment of money;to make redemption requests with respectto units of the Master(viii) to disburse payments to Partners in connection with withdrawalsfrom the Partnership;(x) to pay allexpensesrelatingto the organization of the Partnership(including attorneys' fees);to dishurse payments as provided for in this Agreement;(xi) to enter into the investment Management Agreement on its ownbehalfand on behalfofthe Partnership in connection with the retention of theInvestment Advisor, as contemplated by Section 4.2(c) hereof;to renderadministrative and managerial services to the Partnership, provided that suchretention shall not relieve the General Partner of any of its obligations hereunder;(xii) to engage such attorneys, accountants and other professionaladvisers and consultants as the General Partner may deem necessary or advisableforthe affairs of the Partnership;(xiii) to furnish Partners with the reports described in Section 7.1 hereofand other information aboutthe Partnership or its invesiments;(xiv) to furnish Partners with copies of all amendments to thisAgreement;OMM us 72273i23.3(xv) to issue to any Partner, in such fomi and on such terms as theGeneral Partner may consider appropriate, an instrument certifying that suchPartner is the owner of an interest in the Partnership;23 (xvi) to prepare and file, on behalfofthe Partnership, any required taxreturns and allother documents relating to the Partnership and to make anyelections (required or otherwise) in connection therewith;(xvii) to commence or defend litigation that pertains to the Partnership orany Partnership assets;(xviii) to provide office space, office and executive staffand officesupplies and equipment forthe Partnership's principal office;(xix) to cause the Partnership, ifand to the extentthe General Partnerdeems such insurance advisable, to purchase or hearthe cost of(A) any insurancecovering the potential liabilities of the Partnership, (B) fidelity or other insurancerelating to the performance by the General Partner of its duties to the Partnership(including, without limitation, relating to its fiduciary duties under ERISA;provided, hoivever, that the cost of any elimination of recourse or similarridertoany such policy shall not be payable from Partnership assets but may be paid bythe General Partner or an affiliate), and (C) a fidelity bond pursuant to Section4/2 of ERISA;(xx) subject to Section 4.4 hereof, in the nomial course of the Partner-ship's business and for any Partnership purpose, including withoutlimitationpayment of the Partnership's operating expenses, to cause the Partnership toborrow money and make, issue, accept, endorse and execute promissory notes,drafts, bills of eXchange, guarantees and other instruments and evidences ofindebtedness, and secure the payment thereofby mortgage, pledge orassignmentof or security interest in all or any part of the Securities and other property thenowned orthereafter acquired by the Partnership;(xxi) generally to provide all other executive and administrativeundertakings for and on behalfofthe Partnership; and(xxii) subject to the other terms and provisions of this Agreement, toexecute, deliver and perlbnm such contracts, agreements and other undertakings,and to engage in all activities and transactions, as it may deem necessary oradvisable for, or as may be incidental to, the conduct of the business contemplatedby this Section 4.1 hereof;including, without in any manner limiting thegenerality of the foregoing, contracts, agreements, undertakings and transactions24OMM Us 72273i23.3 (c) The General Partnershallbe, and hereby acknowledges that it shall beconsidered, a fiduciary (within the meaning of Section 3(21) of ERISA) to each ERISA Partnerwith respect to the assets of the Partnership that constitute "plan assets" (within the meaning ofSection 3(42) of ERISA) of such ERISA Partner and that it will not engage in any non-exempt"prohibited transactions" (within the meaning of Section 406 of ERISA) with respectto suchplan assets.with any Partner or with any other Person, finn, corporation or entity having anybusiness, financial or other relationship with any Partner or Partners.(d) The General Partner(on its own behalforon behalfofthePartnership)may delegate to any Persons including, without limitation, the investment Advisor, any of thepower and authority vested in it hereunder, including, but riotlimited to, the power and authorityin Section 4.2 below* and may engage such Persons to provide administrative and accountingservices to the Partnership, on such terms and conditions as it may consider appropriate*provided that any such delegation shall riot relieve the General Partner of any liability under thisAgreement.(a) The General Partnershallhave complete and exclusive responsibility forthe operation of the Partnership and the management of its affairs. Without limiting theforegoing, the General Partner shall have full power and authority:Investment Management.(i) to cause the Partnership to invest all orsubstantialIy allofits assetsin the Master Fund;(ii) to make alldecisionsrelatingto the manner, method and timing ofinvestment and trading transactions, to select brokers, dealers or other financialintermediaries (including any firms with which the General Partner or any of itsprincipals is affiliated or associated) for the execution, clearance and settlement ofany transactions on such ternis as the General Partner considers appropriate, andto grantlimited discretionary authorization to such Persons with respect to price,time and other terms of investment and trading transactions;oMM us:72273i23.3(iii) to borrow from banks or other financial institutions, and to pledgeership assets as collateral therefor, in each case solely to the extent that such action would not constitute a non-exemptprohibited transaction under ERISA,and subjectto Section 4.4 hereof;(iv) to arrange forthe custody of assets acquired orheld on behalfofthe Partnership, to direct custodians to deliver funds or securities for the purposeof effecting transactions, and to instruct custodians to exercise or abstain fromexercising any right orprivilege attaching to assets; and(b) In the course of selecting brokers, dealers, and other intermediaries fortheexecution, clearance and settlement of transactions forthe Partnership, the General Partner mayagree to such commissions, fees and other charges on behalfofthe Partnership as it shall deemreasonable in the circumstances taking into account all such factors as it deems relevant(including the quality of research and other services made available to it even ifsuch services arenot forthe exclusive benefit of the Partnership and the cost of such services does riotrepresentthe lowest cost available) and shall be under no obligation to combine or arrange orders so as toobtain reduced charges. Research and related services furnished by brokers may include writteninformation and analyses concerning specific securities, companies or sectors; market, financialand economic studies and forecasts; statistics and pricing services; discussions with researchpersonnel; data bases; and other news, technical and telecommunications services and equipmentutilized in the investment management and execution process. Subject to seeking best execution,the General Partner may also consider rel^rrals of potential investors in the Partnership as afactor in the selection of brokersto redeem units of the Master Fund,(c) Fursuantto Section 4.1 hereofand the investment ManagementAgreement, the Partnership and the General Partner have appointed IFM Investors(Us) Advisor,LLC as the initial investment Advisor. Each of the Limited Partners hereby consents to suchappointment and to the entering into of the Investment Management Agreement. In furtheranCGof such appointment, butsubjectto the terms of the investment Management Agreement, theInvestment Advisor shall have full discretion and authority to undertake and perform any and allacts deemed necessary orappropriate by it in connection with the management andadministration of the Partnership. in no event shall the investment Advisor be considered ageneral partner of the Partnership by agreement, estoppel, as a result of the performance of itsduties or otherwise. The Investment Advisoris registered as an investment adviser under theAdvisers Act.OMM us 72273i233 43The Master Fund has undertaken to establish an advisory committee (the "AdvisoryCommittee") made up of representatives of Limited Partners and investors in the ParallelInvestment Vehicles. The General Partnershall provide to the Limited Partners copies of alldocuments that are given to the Advisory Committee for its review, except to the extentthatproviding any such document would be contrary to law. Notwithstanding anything to thecontrary contained in this Agreement, none of the actions taken by such advisory committee, anymember of such advisory committee orihe Limited Partners hereundershall constituteparticipation in the control of the business of the Partnership within the meaning of the Act.Advisory Committee.4.4(a) The Partnership may borrow money orissue guarantees from time to time,and may pledge its assets as security for such borrowings and guarantees (and forthe borrowingsand guarantees of the Master Fund), provided that(i) such borrowings, guarantees and pledgesshall be used to focilitate making an investment orthe payment of Partnership expenses and shallnot exceed ten percent(10%) of the value of the Paruiership's assets plus aggregate CapitalCommitments not yetsubjectto Drawdown, measured at the time of such borrowing orguarantee; and (ii) such borrowings or guarantees shall not constitute non-exempt prohibitedtransactions under ERISA.Borrowing; Unrelated Business Taxable Income(b) The Partnership may guarantee the indebtedness of any (directorindirect)portfolio investment of the Master Fund.(c) Notwithstanding anyotherprovisionofthisAgreement(including,withoutlimitation, Section 5.4 hereofj and withoutthe consent of any other Partner or Person, inconnection with any borrowing or guarantee contemplated by this Section 4.4 hereof;theGeneral Partner, on its own behalfor on behalfofthe Partnership, shall be authorized to(i) execute, deliver and pertbrrn any credit agreement, guarantee and/or related documentation;and (ii) pledge, hypothecate, mortgage, assign, transfer or grant security interests in or other lienson (A)the General Partner's interest in the Partnership and in its obligation to make capitalcontributions under this Agreement; (B)the Limited Partners' obligations to make capitalcontributions under this Agreement; (C) the Capital Commitments; and (D) any other assets,rights or remedies of the Partnership or of the General Partner hereunder or under theSubscription Agreements*including, without limitation, the right to call capital, to acceptadditional capital contributions, to receive capital contributions and any other payments and toOMM us 72273i23 3 exercise remedies upon a Default by a Limited Partner in the payment of its capital contributions.To the extent permitted by applicable law, each Limited Partner agrees to execute suchinstruments, to make such representations and to take such other actions as the General Partneror a lender may reasonably require in order to effectuate any such borrowing or guarantee by thePartnership.(d) Althoughthe Master Fund has undertaken to use commercially reasonableefforts to structure its investments to minimize the amount of"Unrelated Business TaxableIncome" ("11BTl") as defined in Section 5 12 and Section 5 14 of Code, that is recognized byLimited Partners who are exempt from U. S. federal income taxation, the foregoing (i)is subjectto the primary goal of the Master Fund to maximize pre-tax returns to allinvestors and (ii) willnotlimitthe ability of the Partnership orthe Master Fund to borrow money orto pledge its assetsas described in the case of the Partnership, in Section 4.4 above, or in the case of the MasterFund, the trust deed of the Master Fund. Accordingly, Limited Partners who are exemptfiomU. S. I^:deralincome taxation will likely be subjectto the UBTlrules under the Code inconnection with theirinvestment in the Partnership. The General Partner shall, prior to May 1stof each year, in connection with each annual report provided to each Limited Partner, report theamount of the UBTl, ifany, allocated to such Limited Partner for such year, in order for suchLimited Partner to timely file any necessary extensions related to federal and/or state UBTltaxreturns. The General Partner will cause the Master Fund Advisorto request that the underlyingportfolio companies of the Master Fund timely provide the necessary information to the MasterFund Advisor.4.5(a) The General Partner, notthe Partnership, shall pay all of the GeneralPartner's own operating and overhead costs, including Tent and other costs in respect of itsbusiness premises and salaries and benefits of its personnel.Expenses.(b) Except as provided in Section 4.1(b)(xix)(B), the Partnership shall pay orotherwise bear, or shall reimburse the General Partner or the investment Advisor for, all othercosts and expenses arising in connection with its operations and organization* either directly orindirectly through its investment in the Master Fund, including, without limitation, the followingexpenses:OMM Us:72273i23.3(i) allcosts and expenses directly related to investment transactionsand positions forthe Partnership's account, including brokerage commissions, clearing tees, custody charges, interest and commitment fees on loans and debitbalances, borrowing charges on securities sold short, bank service lees,investment-related travel and entertainment expenses, expenses in connectionwith proposed transactions (including transactions that fail to close) andmonitoring of investments, third-party data and software expenses, professionaland consulting flees, and industry association expenses;(ii) any withholding, transferor other taxes imposed on the Parinershipor any of its Partners as a result of its ortheir earnings, investments orwithdrawals (which amounts shall be assessed, where applicable to particularPartners, directly against the Capital Accounts of such Partners);(iii) any governmental fees imposed on the capital of the Partnership orincurred in connection with compliance with applicable regulatory requirements;(iv) any legal fees and costs (including settlement costs) arising inconnection with any litigation or regulatory investigation instituted againstthePartnership, the General Partner, the Investment Advisor or any other hidemnifiedParty in connection with the affairs of the Partnership;(v) government charges and professional fees and expenses incurred inconnection with the preparation of this Agreement, other contractdocumentsrelating to the formation of the Partnership and a disclosure document to befurnished by the General Partner to prospective investors in limited partnerinterests in the Partnership;(vi) the fees and expenses of any administratorengagedto provideadministrative services to the Partnership;(vii) the cost of the audit of the Partnership's annual financialstatements and the preparation of its tax returns and the costs of preparing andsending reports to Partners;(viii) the fees and expenses of the Partnership's counsel in connectionwith advice directly relating to the Partnership's legal affairs;oMM us;72273i23.3 (ix) the costs of any other outside appraisers, accountants, attorneys orother experts or consultants engaged by the General Partner in connection withthe operations of the Partnership;(x) other ordinary operating and out-of-pocketexpenses of thePartnership, including expenses relating to communicating with investors orholding annual meetings; andThe General Partner and/orthe Investment Advisor shall be entitled to reimbursement from thePartnership for any of the above expenses that it pays on behalfofthe Partnership. The GeneralPartner represents that to the extentthat expenses of the Partnership and/orthe Master Fund areincurred simultaneously with other activities of the General Partner and its affiliates that areconnected with accounts other than those of the Partnership, the expenses charged to thePartnership orreimbursed from the Partnership shall only include the pro rata share of theexpenses that are attributable to the Partnership.(xi) the Partnership's proportionate share of anysimilar expensesincurred by the Master Fund.4.6Except as otherwise provided in this Agreement, the Limited Partners shall take no partin the management or control of the Partnership's business. Limited Partners shall have no rightor authority to act forthe Partnership or to vote on matters other than the matters set forth in thisAgreement or as required by applicable law. NO Limited Partner, in its capacity as such, shall beliable forthe debts and obligations of the Partnership;provided, however, that each of theLimited Partners shall be required to pay to the Partnership (a) any unpaid capital contributionsthat such Limited Partner agreed to make to the Partnership pursuantto Article 111, to the extentprovided in Section 17-502 of the Act; and (b)the amount of any distribution that such LimitedPartner is required to return to the Partnership pursuantto the Act; and (c) the unpaid balance ofany other payments that such Limited Partner expressly is required, pursuantto this Agreementor pursuantto such Limited Partner's Subscription Agreement, to make to the Partnership.Rights of Limited Farmers'4.7(a) The General Partnershallnotbe required to devote fulltime to the affairsof the Partnership, but shall devote such time as may be reasonably required to perform its dutiesand obligations hereunder.Other Activities of Partners.OMM us:72273123.3 (b) Notwithstanding any duty otherwise existing under the Act or in equitypursuantto Delaware law* each Partner agrees that any other Partner and the Investment Advisor(and any partner, member, director, officer, shareholder, affiliate or employee of any Partner orthe Investment Advisor) may engage in orpossess an interest in other business ventures orcommercial dealings of every kind and description, independently or with others, including, butnot limited to, management of other accounts, investment in, or financing, acquisition anddisposition of; securities, investment and management counseling, brokerage services, serving asdirector, officer, adviser or agent of any other company, partner of any partnership, member ofany limited liability company ortrustee of any trust, orentering into any other commercialarrangements, whether or not any such activities may conflict with any interest of the partieswith respect to the Partnership orthe Master Fund, and the Partners expressly agree that neitherthe General Partner, the Limited Partners northe Partnership shall have any rights in or to suchactivities, or any profits derived thereitom, Notwithstanding any duty othenvise existing at lawor in equity, and without in any way limiting the foregoing, each Partner hereby acknowledgesthat (i) neither the General Partner, the Investment Advisor, any Limited Partner, northeirrespective partners, members, directors, officers, shareholders, affiliates or employees shall haveany obligation orresponsibility to disclose orretbr any of the investment or other opportunitiesobtained through activities contemplated by this paragraph (b) of Section 4.7 to the GeneralPartner orthe Limited Partners, but may refer the same to any other party or keep suchopportunities fortheir own benefit; and (ii)the General Partner, the Investment Advisor, theLimited Partners and theirrespective partners, members, directors, officers, shareholders,affiliates and employees are hereby authorized to engage in activities contemplated by thisparagraph (b) of Section 4.7 with, or to purchase, sell or otherwise deal or invest in Securitiesissued by, entities in which the Partnership might from time to time (directly or indirectly) investor be able to invest or o1henvise have any interest in, withoutthe consent or approval of thePartnership, the Master Fund or any other Partner,(c) To the fullest extentpennitted by law, the parties hereto hereby waive, andcovenant not to sue on the basis of; any law (statutory, common law or otherwise) respecting therights and obligations of the Partners inter se which is or may be inconsistent with thisSection 4.7.4.8(a) Subjectto the limitations under ERISA, none of the General Partner, theInvestment Advisor, any of their respective affiliates or any partner, member, shareholder,director, officer, employee orrepresentative of any of the foregoing, and the estates of any such31Duty of Care; Indemnification.oMM us:72273i23.3 Person who is an individual(each of the foregoing an "Indemnified Party" and collectively, the"Indem"ified Parties") will be liable to any Partner or the Partnership for any loss, damage orexpense occasioned by mistakes of judgment, or for action or inaction which such IndemnifiedParty reasonably believed to be in the best interests of the Partnership, or for losses, damages orexpenses due to such mistakes of judgment, action or inaction orto the negligence, dishonesty orbad faith of any employee, broker or other agent of the Partnership, provided that such employee,broker or agent was selected, engaged or retained by the Partnership orsuch Indemnified Partywith reasonable care. An Indemnified Party may consult with counsel and/or accountants inrespect of Partnership affairs and shall be fully protected andjustified and have no liability toany Partner orthe Partnership for any action or inaction which is taken in accordance with theadvice or opinion of such counsel and/oraccountants, provided that they have been selected withreasonable care.(b) To the fullest extentperrnitted by law, the Partnership will indemnify andhold harmless each kidemnified Party from and against any loss or expense suffered or sustainedby such Indemnified Party by reason of the factthatitis or was an hidemnified Party, including,without limitation, anyjudgment, settlement, reasonable attorneys' tees and other costs orexpenses incurred in connection with the defense of any actual orthreatened action orproceeding, provided that such loss or expense did not result from action or inaction by suchhidemnilied Party that such Indemnified Party did riot reasonably believe to be in, or notopposed to, the bestinterests of the Partnership or from the negligence, dishonesty or bad faith ofany employee, broker or other agent of the Partnership who was selected, engaged orretained bysuch Indemnified Party withoutreasonable care, To the extent permitted by law, the Partnershipshall, in the sole discretion of the General Partner, advance to any hidemnified Party reasonableattorneys' foes and other costs and expenses incurred in connection with the defense of anyaction or proceeding that arises out of such conduct; provided that the Partnership shall notadvance to any Indemnified Party reasonable attorneys' foes orother costs and expenses incurredin connection with the defense of any action or proceeding brought against such IndemnifiedParty by a majority in interest of the Limited Partners in connection with any dispute arisingunder this Agreement orthe Subscription Agreement. In the eventthat any advance is made bythe Partnership pursuant to this Section 4.8(b), the Indemnified Party shall be required to agree toreimburse the Partnership to the extentthatit is determined that it was not entitled toindemnification. in addition*the General Partner will notify the Limited Partners in writing assoon as reasonably practicable of any claims for indemnification in excess of $10 million arisingagainstthe Partnership pursuantto this Agreement, the investment Management Agreement, theAdvisory Deed orthe trust deed of the Master Fund.OMM us:72273i23.3 (c) Notwithstanding Sections 4.8(a) and (b), nothing contained in thisAgreement shall(i) be interpreted to provide indemnification to any hidemnified Party for anyloss, expense, damage orinjury suffered orsustained by any of them as a result of a dispute withanother Indemnified Party or (ii) constitute a waiver by any Partner of any of such Partner's legalrights under applicable U. S. federal securities laws or any other laws whose applicability is notpermitted to be contractualIy waived.(d) To the fullest extentpenmitted by law, each hidemnified Party willindemnify and hold hannless a Limited Partner from and against any losses, claims, damages, orliabilities to which such Limited Partner may become subject arising out of or based upon anyfalse representation or warranty, or any breach of or failure to comply with any covenant oragreement, made in this Agreement, the Subscription Agreement and/or any other documentfurnished, directly orthrough counsel, to such Limited Partner by any hidemnified Party inconnection with the offering of investment into the Partnership and/orthe Master Fund. TheIndemnified Parties will reimburse such Limited Partner for its legal and other expenses(including the cost of any investigation and preparation) as they are incurred in connection withany action, proceeding, or investigation arising out of or based upon the Limited Partners'investment into the Partnership. The indemnity and reimbursement obligations set forth in thisSection 4.8(d) shall survive the Limited Partner's admission to the Partnership and shall be inaddition to any liability which the Indemnified Parties may otherwise have and shall be bindingupon and inure to the benefit of any successors, assigns, heirs, estates, executors, administrators,and personal representatives of the Indemnified Parties.5.1ARTICLEVADMISSIONS, TRANSFERSANDWITHDRAWALS(a) Notwithstanding any other provision in this Agreement, each Person listedon the Schedule of Partners on the date hereofas a "Limited Partner"is hereby admitted to thePartnership as a limited partner of the Partnership as of the date hereofatthe time that thisAgreement or a counterpart hereofhas been executed by or on behalfofsuch Person and aSubscription Agreement or a counterpartthereofhas been executed by or on behalfofsuchPerson.Admission of Limited Farmers,oMM us:7227si23.3 (b) Notwithstanding anyotherprovision intriis Agreement, the GeneralPartner may at any time after the date hereof, and without advance notice to or consent from theLimited Partners or any other Person, admit as an additional Limited Partner of the Partnershipany Person who shall agree to be bound by all of the terms of this Agreement as a LimitedPartner, unlessthe admission of such Person as an additional Limited Partner of the Partnershipwould have any of the effects described in clauses (i) through (v) of Section 5.3(b) hereof. TheGeneral Partner shall have the absolute discretion to accept orto reject subscriptions for limitedpartner interests in the Partnership. Notwithstanding any other provision in this Agreement, aPerson shall be deemed admitted as an additional Limited Partner of the Partnership as of thedate determined by the General Partner(such date to be subsequentto the date hereof), at thetime that this Agreement or a counterpart hereofhas been executed by oron behalfofsuchPerson, and a Subscription Agreement or a counterpart thereofhas been executed by or behalfofsuch Person, Eff;sative upon such admission, the Schedule of Partners shall be revised 10 reflectthe name, address, date of admission, Capital Commitment and other relevant information withrespectto such additional Limited Partner.5.2The General Partner may admit one ormore additional general partners (who may benatural persons, partnerships, companies or other entities)to the Partnership with the consent ofthe Limited Partners whose Partnership Percentages represent a majority in interest of theLimited Partners; provided, however, that ifsuch additional general partner is an affiliate of theGeneral Partner, no consent of the Limited Partners shall be required, butthe General Partnershall notify the Limited Partners of such admission. No additional general partner shall beadmitted to the Partnership as a general partner of the Partnership ifadding such additionalgeneral partner would have any of the effects described in clauses (i)through (v) ofSection 5.3(b) hereof. An additional general partner of the Partnership shall be deemed admittedto the Partnership as a general partner of the Partnership upon its execution of a counterparttothis Agreement.Admission of Additional General Partner.5.3(a) Withoutthe priorwritten consentofthe General Partner, aLimited Partnermay Transfer its interest in the Partnership only by operation of law pursuantto the death,bankruptcy or dissolution of a Limited Partner, To the fullest extent permitted by law, no otherTransfer of any Limited Partner's interest in the Partnership, whether voluntary or involuntary,shall be valid or effective, and no transferee shall become a substituted Limited Partner, unless34Transfer of Interests of Limited Farmers,oMM us 72273i23.3 the prior written consent of the General Partner has been obtained, which consent may bewithheld in its sole and absolute discretion; provided that any Transfer by a Limited Partner to itsaffiliate shall be subjectto Section 5,301) hereof. In the event of any Transfer, all of theconditions of the remainder of this Section 5.3 must also be satisfied.(b) To the fullest extentpermitted by law, no Transfer of any LimitedPartner's interest in the Partnership, whether voluntary or involuntary, shall be valid or eff^:ativeunless the General Partner determines, after consultation with legal counsel acting forthePartnership, that such Transfer will riot:(i) requireregistration of any interest in the Partnershipunderanysecurities laws of the United States of America, any state thereofor any otherjurisdiction, including, without limitation, the Securities Act of 1933, as amended;(ii) subjectthe Partnership, the General Partner orthe InvestmentAdvisor to registration under any securities or commodities laws of the UnitedStates of America, any state thereofor any other jurisdiction, including, withoutlimitation, the Investment Company Act, as amended;(iii) result in atermination of the Partnership for U. S. fedemlincomea, * purposes under Section 708(b)(I)(B) of the Code;(iv) result in the Partnership being deemed to be a "publicly tradedpartnership" for purposes of Section 7704 of the Code; orThe transferring Limited Partner, or such Limited Partner's legal representative, shall give theGeneral Partner written notice before making any voluntary Transfer and within thirty (30) daysafter any involuntary Transfer and shall provide sufficientinformation to allow legal counselacting forthe Partnership to make the deterrnination that the proposed Transfer will not result inany of the consequences referred to in clauses (i)through (v) above. Ifa Transfer occurs byreason of the death of a Limited Partner or assignee, the notice may be given by the dulyauthorized representative of the estate of the Limited Partner or assignee. The notice must besupported by proofoflegal authority and valid assignment acceptable to the General Partner.(v) violate or be inconsistent with any representation or warranty madeby the transferring Limited Partner at the time the Limited Partner subscribed topurchase an interest in the Partnership.OMM us:72273i233 (c) NO Transfer of allorany part of a Limited Partner's interest in thePartnership may be made, and no purchaser, assignee, transfieree or other recipient of allor anypart of such Limited Partner's interest in the Padnership shall be admitted to the Partnership as asubstituted Limited Partnerpursuantto this Section 5.3 or Section 5.6 hereot unless the GeneralPartnershall have been furnished with the documents effecting such Transfer, in form andsubstance satisf;*ctory to the General Partner in its sole discretion, executed and acknowledgedby both the seller* assignor ortransfbror and the purchaser, assignee, transit;ree or other recipient,and the General Partner shall have executed any other documents on behalfofitself, thePartnership and the other Limited Partners required to effectthe Transfer.(d) In the event any Transf;ar permitted by this Section 5.3 or Section 5.6hereofshallresult in multiple ownership of any Limited Partner's interest in the Partnership, theGeneral Partner may require one or more trustees or nominees to be designated to represent aportion of orthe entire interest transl^rred forthe purpose of receiving all notices which may begiven and allpayments which may be made under this Agreement, and forthe purpose ofexercising the rights which the transferor as a Limited Partner had pursuarit to the provisions ofthis Agreement.(e) Atrunsteree shall be entitled to the allocations and distributionsattributable to the interest in the Partnership transf^:ITed to such transferee and to transfer suchinterest in accordance with the ternis of this Agreement;provided, however, that such transfereeshall not be entitled to the other rights of a Limited Partner as a result of such transfer untilitbecomes a substituted Limited Partner. No transferee, except with the written consent of theGeneral Partner(which consent may be withheld at its sole and absolute discretion), may becomea substituted Limited Partner. Ifthe General Partner withholds consent, atransferee will nothave any of the rights of a Limited Partner(exceptthat the transferee will be entitled to receivethat share of capital orprofits and to have the right of withdrawal with respect to the transferor'sCapital Account to which the transt^ror would have been entitled) but will be subject to the otherternis of this Agreement. A transf;=rring Limited Partner will remain liable to the Partnership forits Capital Commitment(unless the General Partner, in its sole and absolute discretion othenvisepermits) and as provided under applicable law regardless of whether such Limited Partner'stranst^aree becomes a substituted Limited Partner. Notwithstanding the above, the Partnershipand the General Partner shall incur no liability for allocations and distributions made in goodfaith to the transferring Limited Partner untila written instrument of transfer has been receivedby the Partnership and recorded on its books and records and the effective date of the Transferhas passed.oMM us:72273i23.3 (f) Any other provision of this Agreement to the contrary notwithstanding,any successor to any Limited Partner's interest in the Partnership shall be bound by theprovisions hereof. Priorto recognizing any Transfer in accordance with this Section 5.3 orSection 5.6 hereof, the General Partner may (i) require the transferring Limited Partner toexecute and acknowledge an instrument of transfer in form and substance satisf;ICtoiy to theGeneral Partner and to reimburse the Partnership for all expenses reasonably incurred inconnection with the Transf^r, including attorneys' and accounting fees and expenses; and (ii)require the transf;aree to make certain representations and warranties to the Partnership andPartners and to accept, adopt and approve in writing all of the terms and provisions of thisAgreement. Forthe avoidance of doubt, such expenses shall include the additional accounting,tax preparation and other administrative expenses reasonably incurred (or to be incurred) by thePartnership in the case of a transaction that results in tax basis adjustments under Section 743 ofthe Code or related provisions. In addition, the transferring Limited Partner and the transl^reeshall provide the Partnership with any infonnation requested by the General Partner relating tothe Partnership's obligation to make basis adjustments under Section 743 of the Code (including,withoutlimitation, the Partnership's obligations under Section 603 I of the Code and Notice2005-32, 2005-I C, B. 895). A transferee shall become a substituted Limited Partner effectiveupon the satisfaction of all of the conditions for such Transl^r contained in this Section 5.3 orSection 5.6 hereof, as applicable, and upon the execution by or on behalfofsuch transferee of acounterpart to this Agreement.(g) In the event of aTransfi:rorin the event of a distribution of assets of thePartnership to any Partner, the Partnership, in the sole and absolute discretion of the GeneralPartner, may, but shall not be required to, file an election under Section 754 of the Code and inaccordance with the applicable U. S. Treasury Regulations, to cause the basis of the Partnership'sassets to be adjusted for U. S. I^deralincome tax purposes as provided by Sections 734 or 743 ofthe Code.(h) The General Partnershallnot withhold its consentto a Transfer of aLimited Partner's interest(in whole or in part) in the Partnership to one or more affiliates of suchLimited Partner (each, a "Permitted Transferee"), and the General Partner shall consent to theadmission of any such Pennitted Transferee to the Partnership as a substitute Limited Partner andthe transf^!r and/or application of all applicable provisions of any side letter or similar agreemententered into pursuantto Section 8.9(a) hereofto any such Permitted Transferee, provided that:(a)the Permitted Transferee meets the investor qualifications of the Partnership; (b)thePennitted Transferee demonstrates the same or greater financial capability to that of theOMM us:72273i23.3 transitaror Limited Partner to fulfill any and all financial obligations of the transferor under thisAgreement and the Subscription Agreement, in a fomireasonably satisfactory to the GeneralPartner; (c) each Permitted Transferee executes all applicable subscription materials and anyother documents necessary or appropriate to effectuate such Transfer; (d) each PermittedTransferee agrees to be bound by the provisions of this Agreement, and (e) all other provisionsof this Agreement in respect of Transfers are complied with.5.4The General Partner may not Transf^r its interest as General Partner in the Partnershipother than (a) pursuantto a transaction not deemed to involve an assignment of its investmentmanagement obligations within the meaning of the Advisers Act; provided that the GeneralPartnershall notify the Limited Partners of such Transfer; or(b) with the approval of LimitedPartners whose Partnership Percentages represent a majority in interest of the Limited Partners.By executing this Agreement, each Limited Partnershall be deemed to have consented to anysuch Transf;ar permitted by clause (a) of the preceding sentence. Subject to the precedingsentence, the transferee of a General Partner's interest in the Partnership shall be admitted to thePartnership as a general partner of the Partnership upon its execution of a counterpart to thisAgreement. Ifthe General Partner Transfers all of its interest in the Partnership pursuantto thisSection 5.4, such admission shall be deemed effective immediately prior to the Transfer and,immediately following such admission, the transit:ror General Partner shall cease to be a generalpartner of the Partnership and the Partnership shall continue without dissolution.Transf^r of Interest of General Partner,5.5(a) The interest of a Partner in the Partnership may notbe withdrawn from thePartnership priorto the Partnership's dissolution except as provided in this Section 5.5 andSections 5.6, 5.7, 5.8 and 8.1(c) hereof.Withdrawal of Interests of Farmers,(b) A Limited Partner generally may voluntarily withdraw allorany portionof such Limited Partner's Capital Account balance (or which is atIn bumble thereto)* as of theend of each calendar quarter upon priorwritten notice received by the General Partner at theprincipal office of the Partnership notlaterthan ninety (90) days priorto the end of the calendarquarter as of which the withdrawal is to occur, orthe business day prior to such date ifsuch dateis riot a business day, subjectto a minimum withdrawal amount of $1,000,000 (unless suchamountrepresents the entirety of such Limited Partner's Capital Account). Except ascontemplated in clauses (i) and O) of this Section 5.5 hereo^ an election by a Limited Partner toOMM us:72273i23.3 withdraw all or any portion of its Capital Accountbalance will be irrevocable. The GeneralPartner shall not be required to make any Drawdown in order to satisfy withdrawal requests byLimited Partners. The General Partner may in its discretion waive any requirement relating towithdrawals, including, but notlimited to, minimum withdrawal amount or, except as providedin clause (d) of this Section 5.5, prior written notice. Except with the consent of the GeneralPartner, a withdrawal of less than a Limited Partner's entire interest in the Partnership may bemade only in integral multiples of $50,000, and any withdrawal which leaves a remainingbalance of less than $1,000,000 in a Limited Partner's Capital Account may be deemed acomplete withdrawal. The interest(orrelevantportion thereoO of a Limited Partner that givesnotice of withdrawal pursuantto this Section 5.5 shall not be included in calculating thePartnership Percentages of the Partners required to take any action under this Agreement afterthe effective date of the withdrawal.(c) AllERISA Partner also may voluntarily withdraw from the Partnershipfollowing (i)the delivery to the General Partner of an opinion of counsel as described in Clause147 of the trust deed of the Master Fund and (ii)the acceptance of such opinion by the trustee ofthe Master Fund. filthe event an ERISA Partner delivers such an opinion to the General Partner,the General Partner shall promptly deliversuch opinion to the trustee of the Master Fund.Notwithstanding the foregoing, the ability of an ERISA Partner to exercise the voluntarywithdrawal right provided for in this Section 5.5(c) shall be expressly subject to the procedures,timing and limitations imposed upon the Partnership in its capacity as a "Feeder Fund'* in Clause147 of the trust deed of the Master Fund with respect to the redemption of the units of the MasterFund held by the Partnership that are antibutable to such ERISA Partner.(d) The priorwritten notice requirement in this Section 5.5 shall not bewaived by the General Partner(except in the case of death or disability of a Limited Partner)unless the General Partner consults with counsel to the Partnership to ensure that such waiverwill not cause the Partnership to be treated as a "publicly traded partnership"taxable as acorporation.(e) The General Partner may voluntarily withdraw part of its interest in thePartnership as of the last day of each month pursuaritto this Section 5.5 without giving notice tothe Limited Partners.(1) Upon receiptbythe General Partner of a Limited Partner's notice ofintention 10 withdraw any of its Capital Account balance, the General Partner shall have thediscretion to manage the Partnership's assets in a manner which would provide for cash beingOMM us:72273i23.3 available to satisfy such Limited Partner's request for withdrawal* butthe General Partner maynot use capital contributions obtained from Drawdowns made after a request for withdrawal hasbeen received to fund such withdrawal, unless (i)those proceeds that are used to fund thewithdrawal do not exceed the amount of the cash and cash-equivalent assets of the Partnership(excluding any payments of such Drawdowns) which are included in the gross asset value of thatclass of Interests and are sufficient to satisfy the withdrawal requests in full after taking intoaccount any liabilities of that class of interests (a "cash wash") or (ii) the Limited Partners thatmade Drawdown payments used to fund the withdrawal requests consent in writing to theGeneral Partner. Withoutlimitation to Section 4.2 hereofand restrictions on the GeneralPartner's use of assets set forth in clauses (i) and (ii) of this Section 5.5(f), for so long as thewithdrawal requests have not been fully paid, the General Partner may not use the cash and cash-equivalent assets of the Partnership of an aggregate value equal to the full amount of outstandingwithdrawal requests for any investment or acquisitions that the General Partner has determinedto be referable to the relevant class of Interests, provided that such restriction shall not apply if(i) such investment or acquisition is in connection with any existing assets of the Partnership, (ii)ifbefbre the withdrawal request was received, the General Partner, the Master Fund Advisor orthe Investment Advisor had in good faith taken material steps towards committing to suchinvestment or acquisition, or ifihe Master Fund Advisororthe Investment Advisor is under anobligation at any time to make or procure such investment oracquisition, (iti) ifsuch investrnentor acquisition is cash or a cash-equivalent asset, (iv) ifsuch investment or acquisition is requiredby applicable law or(v) forthe avoidance of doubt, ifsuch invesiment or acquisition is madeusing any cash or cash-equivalent assets in excess of the aggregate amount of the outstandingwithdrawal requests. Nothing in this Section 5.5(f) shall limitthe General Partner's power orobligation to undertake any activity in accordance with this Agreement except as expresslyprovided in this Section 55(I). In the event that on the date of withdrawal the withdrawal cannotbe fully funded with cash, the General Partner may transfer certain Securities to the withdrawingLimited Partner, the fair market value of which along with any cash distributed would satisfysuch Limited Partner's request for withdrawal, subject to Section 6.1(c) hereof; provided that anysuch payment in kind is subjectto (i) the approval of Limited Partners whose PartnershipPercentages represent 75% or more in interest of Limited Partners onhat class and (ii) consent ofthe withdrawing Limited Partner to which such in kind payment is to be made. To the extentdirected by the Master Fund Advisor orthe trustee of the Master Fund, the General Partner maypay withdrawal proceeds in such installments as the General Partner determines, provided thateach installment payment equals at least 10% of the full amount subject to the applicablewithdrawal request(unless more than 90% of the withdrawal proceeds has already been paid inwhich case all of the remaining withdrawal proceeds shall be paid). Notwithstanding the40OMM us:72273iz3.3 foregoing sentence, the General Partner shall use its commercially reasonable efforts to satisfyeach withdrawal request in the most timely manner possible and to avoid payment of anywithdrawal proceeds in installments and such payment will only be made in circumstanceswhere, in the opinion of the General Partner* such installments are necessary or advisable toavoid any situation that might be detrimental(it being understood that"detrimental" shall onlymean a reduction in the realizable value of a Master Fund asset) to the interest of the otherPartners or investors in the Parallellnvestment Vehicles or where other payment schedules arenot reasonably practicable. PUTSuantto the Master Fund Advisor's redemption policy, nointerest shall be paid with respect to any installment payments. However, ifany payment of thewithdrawal proceeds is delayed due to the Master Fund Advisor's foilure to follow suchredemption policy, any such delayed payment will bear interest at one-month LIBOR, asdetemnined on the first business day of each full calendar month following the date on whichsuch withdrawal proceeds were due in the ordinary course. The General Partner may deductfrom any withdrawal proceeds due to any Limited Partnerpursuant to this Section 5.5 an amountrepresenting the Partnership's actual or estimated expenses associated with processing thewithdrawal which may include a pro rata portion of any uriamortized organizational expensesand an amountrepresenting a withdrawing Limited Partner's pro rata share of the estimated costsof a complete liquidation of the Partnership. The General Partnershallprovide the withdrawingLimited Partner with a detailed description of any such withdrawal processing expenses deductedfrom withdrawal proceeds due to such Limited Partner. Ally such withdrawal deduction will beretained by the Partnership for the benefit of the other Limited Farmers'(g) IfanyLimited Partner's continued investment in the Partnership isprohibited on legal orregulatory grounds, the General Partner may, by notice to a LimitedPartner, require the Limited Partner's interest to be withdrawn in its entirety from the Partnershippursuantto this Section 5.5, effective on any date designated by the General Partner(which shallbe not less than ten (10) days after delivery of the notice of mandatory withdrawal unless theGeneral Partner shall determine that withdrawal as of an earlier date is in the bestinterests of thePartnership). The amount due to any such Limited Partner required to withdraw from thePartnership shall be equal to the value of such Limited Partner's Capital Account as of theeffective date of the withdrawal and such Limited Partnershall not be subject to any lees inconnection with such mandatory withdrawal other than accrued and unpaid expenses,management fees and perlbnnance foes, ifany. Forthe avoidance of doubt, any such compulsorywithdrawal ortermination of the Remaining Commitmentshallbe exercised on a pro rata basisin accordance with the relative ownership interests of all Limited Partners so required to becompulsory withdrawn in whole or in part ortenninated by the specific legal or regulatory41oMM us:72273i23.3 grounds refierred to in this Section 5.5(g), To the extent pennitted by law, the General Partnershall provide the Limited Partner with at least thirty (30) days priorwritten notice of its intentionto require such Limited Partner's withdrawal orterminate the Limited Partner's RemainingCommitment as soon as practicable following its detennination to do so.(h) The right of any Limited Partner to withdraw or of any Limited Partner tohave distributed an amountftom such Limited Partner's Capital Account pursuantto theprovisions of this Section 5.5 and Sections 5.6, 5.7 and 5.8 hereofis subjectto (i)the provisionby the General Partner for allliabilities of the Partnership in accordance with the Act; and (ii)any applicable laws orrules imposed on the Partnership by any governmental agency, eXchange,or other regulatory authority, including without limitation any applicable anti-money launderinglaws orregulations.(i) The rightofany Partner to withdrawcapitalfrom the Partnership, ortoreceive a distribution from the Partnership, pursuantto this Section 5.5 and Sections 5.6, 5.7 and5.8 hereof(other than pursuantto clause (c) of this Section 5.5) may be suspended or restricted:co when any such withdrawal would result in aviolation by thePartnership orthe General Partner of any applicable laws orregulations of theUnited States or any other relevantjurisdiction orthe rules of any self-regulatoryorganization applicable to the Partnership orthe General Partner, or any order ofany court, government agency or self-regulatory organization;(ii) ifany event has occurred which may result in the dissolution of thePartnership; orThe General Partner will promptly notify each Limited Partner of any suspension of withdrawalor distribution rights PUTSuant to this Section 5.5(i), provided that for as long as the value ofwithdrawal requests with respect to any class of Interests in any applicable calendar quarter is, tothe extent known by the General Partner, greater than 10% of the aggregate net asset value of theunits of the Master Fund, the General Partner must provide to all Limited Partners in that class ofInterests a notice of the value of withdrawals of that class of Interests and a notice of any furtherwithdrawal requests of more than 5% of the aggregate net asset value of the units of the MasterFund. in the eventthe General Partner detemiinesthat withdrawals of any class of interestsshould be limited to an amountthatis less than the aggregate withdrawals requested by that classof interests as of the last business day of the applicable calendar quarter, each Limited Partner42upon suspension of redemptions by the Master Fund.oMM us. 72273i23 3 who has delivered timely written notice of such withdrawal to the General Partner will receive apro 10/@ portion of the requested withdrawal to be determined by the General Partner in its solediscretion, With respect to any remaining balance in respect of a withdrawal request or anywithdrawal request that is not paid as a result of the suspension of withdrawals by the GeneralPartner, each affected withdrawing party will have a priority at each subsequent withdrawal dateover other Limited Partners whose withdrawal requests were submitted to the Partnership inrespect of a subsequent withdrawal date. However, ifas of the last business day of any calendarquarter, the aggregate amount of withdrawal requests of any class of Interests (whether receivedin such calendar quarter or any prior calendar quarter) is, to the extent known by the GeneralPartner, greater than 10% of the aggregate net asset value of the units of the Master Fund, allwithdrawals requests shall rank equally. Ifas of the last business day of any calendar quarter theaggregate of outstanding withdrawal requests of any class of interests is, to the extent known bythe General Partner, greater than 25% of the aggregate net asset value of the units of the MasterFund, the General Partner must convene a meeting of Limited Partners of that class. During suchmeeting, the General Partner shall be obligated, and each Limited Partner of such class shallhave the right, to present a proposal on the future strategy of that class in respect of therealization of the assets of the Partnership. Ifthe General Partner's orthe Limited Partner'sproposal is approved by 75% in interest of Limited Partners whose Partnership Percentagesrepresent 75% or more in interest of Limited Partners of that class, the General Partner shall useits commercially reasonable best efforts to implement such proposal. The General Partnershallcomplete any withdrawals or distributions as of a date after the cause of any such suspension orrestriction has ceased to exist and such date shall be specified by the General Partner as theeffective date of withdrawal for all purposes of this Section 5.5.q) The General Partner may allow anyLimited Partner to rescind itswithdrawal request to the extent of any portion thereoffor which withdrawal proceeds have notyet been remitted (reduced as provided in Section 5.5(f) hereof), provided that:(1) aLimited Partner notifies the General Partner in writing that suchLimited Partner desires to rescind its withdrawal request;(ii) either there has been no material action taken by the GeneralPartner to withdraw such Limited Partner's Interests or none of the other LimitedPartners in the relevant class of Interests object to the rescission in writing withinfive (5) business days after the General Partner had notified such other LimitedPartners of the request for rescission;OMM us:72273i23.3 (iii) the General Partner determines that the rescission would not becontrary to the best interests of Limited Partners as a whole; and(iv) the Limited Partner requesting the rescission indemnifiestheGeneral Partner to the extent required in respect of any cost, expenses or liabilitiesincurred in connection with action taken by the General Partner to eflectuate thewithdrawal request or the rescission;and provided further that, notwithstanding clauses (i) through (iv) above, each Limited Partnershall have the rightto rescind its withdrawal request by providing the written notice of suchrescission to the General Partner within 10 business days from such Limited Partner's receipt ofthe Pre-Ginption Notice (as defined below).(k) A withdrawing Partner shall not, in respectofthe portion of its interest inthe Partnership withdrawn, share in the income, expenses, gains and losses of the Partnership orhave any other rights as a Partner after the effective date of the withdrawal, Upon the effectivedate of the Limited Partner's withdrawal of all of its Capital Account balance, such LimitedPartner will be deemed to have completely withdrawn from the Partnership and will cease to be aLimited Partner. The Schedule of Partners shall be amended by the General Partner to reflectsuch withdrawal.(1) Ifthe General Partner amendsthisAgreementpursuantto Section 8.1(c)hereof; each Limited Partner shall be given the rightto (i)terminate its Remaining Commitment;and (ii) withdraw its entire Capital Account balance from the Partnership in accordance with thisSection 5.5 as of the last day of the calendar quarter immediately preceding the effective date ofsuch amendment.(in) The General Partnershallpromptlynotifythe Limited Partners in writingifany of the Master Fund Advisor's Australian pension fund ownersthat has indirectly investedmore than $300 million in the Master Fund requests a withdrawal within a 12-month period ofmore than Soyo of its interest. Each Limited Partner shall have 10 days from its receipt of suchwritten notification, to elect to redeem such Limited Partner's interest in the Partnership as of thesame withdrawal date assuch withdrawing Master Fund Advisor's Australian pension fundowner, by providing a written notice of withdrawal to the General Partner,5.6Pre-emption Rights.As an alternative to withdrawal and subject to Sections 5.3 and 5.5 hereof;the General44oMM us:72273i23.3 Partner may sell and transfer on behalfofany Limited Partner orrequire any Limited Partner tosell and transfer (such Limited Partner, the "Transferor Limited Partner") pursuantto thisSection 5.6 all or any of the Interests that are subject of a withdrawal request, provided that theGeneral Partner shall provide the Transferor Limited Partner with a prompt written notice of theGeneral Partner's intention to exercise the pre-emption rights pursuantto this Section 5.6 (the"Pre-emptio" Notice"), and provided further that(i) cash and cash equivalent assets of thePartnership which are included in the gross asset value of that class of interest are insufficienttosatisfy all of the withdrawal request after taking into account any liabilities of that class ofInterests which may be funded from such cash and cash equivalent assets or(ii) it would not bein the bestinterests of Limited Partners as a whole to withdraw all of those Interests, includingwithoutlimitation, by reason that the General Partner may need to realize any other assets of thePartnership to fund the withdrawal. In the event of any such transfer, all of the followingconditions of the remainder of this Section 5.6 must also be satisfied:(a) Within 45 days of the end of the calendarquarter in which awithdrawalrequest is received by the General Partner, orsuch later date proposed by the General Partner andapproved by the Limited Partners pursuant to Sections 5.7(b) or 5.5(i) hereof; the GeneralPartner shall give a notice to all other Limited Partners holding Interests of the same class as theIntereststhat are the subject of a withdrawal request by the Transferor Limited Partner(the"Transfer Notice"), which includes:(i)the number of those Interests that the General Partner wishes to betransferred under this Section 5.6 (the "Interests for Sale");(ii) the withdrawal priceofeach Interest of the relevantclass whichshall be equal to the prevailing net asset value of an Interest of that class on thedate of the Transfer Notice or such lesser price per Interest as agreed with theTransf;aror Limited Partner (the "Offer Price");(iii) an of forto sell a portion of the interests for Salepro ram to thenumber of Interests of the relevant class held by a Limited Partner (or a lessernumber of Interests for Sale) at the Offer Price, which off;=r may be accepted inwriting only within 45 days from the date the General Partner gave the TransferNotice to the Limited Partners (the "Offer Expiry Date"); andOMM us:72273i23.3(iv) a request that any Limited Partners who have accepted the offjarreferred to in clause (a)(iii) of this Section 5.6 fortheir full share of the Interests for Sale arthe Offer Price and who wish to purchase any of the Interests for Salenot sold pursuant clause (a)(in) of this Section 5.6 (the "Additional Interests"),make an irrevocable offer in writing to the General Partner no later than the OfferExpiry Date stating the amountofthe Additional Interests which such LimitedPartner wishes to purchase at the Offer Price.(b)(i) the General Partnershallacceptthe off;ers made by LimitedPartners in accordance with clause (a)(iv) of this Section 5.6 and any AdditionalInterests shall be allocated between those Limited Partners who have offered topurchase the Additional Interests of a class allhe Offer Pricepro raid to thenumber of Interests of that class held by each such Limited Partner, but noLimited Partner shall be allocated more interests than such Limited Partneroffered to purchase; andWithin ten (10) business days from the Offer Expiry Date:(c) Once an offer to sell any Interests for Sale has been accepted by a LimitedPartner or an offer to buy any Additional Interests has been accepted by the General Partner:(ii) the General Partnershallnotify each Limited Partner in writing ofthe aggregate number of Interests for Sale (including the Additional interests) thatwill be transferred to them at the Offer Price (the "Sale Interests").(i) the purchasing Limited Partner is bound to paythe Offer Price forthe Sale interests within ten (10) business days and in cleared funds afterreceiving notification in accordance with clause (b)(ii) of this Section 5.6;(Ii) on payment to the Transf^rorLimited Partner of the aggregateOffer Price forthe Sale Interests, the General Partner may on behalfoftheTransf^ror Limited Partner, and the Transferor Limited Partner is bound to,promptly transit:rthose Sale interests to the purchasing Limited Partner;(iii) if; upon payment of the Offer Price forthe Sale interests, theTransferor Limited Partner foils to transfer those Interests, the General Partnermay adjustthe schedule of Partners to show the purchasing Limited Partner as theLimited Partner of those Interests; andOMM Us:72273i23.3 (iv) upon the General Partner's written request, within ten (10)business after receiving payment of the aggregate Offer Price in accordance withclause (c)(i) of this Section 5.6, the Transferor Limited Partner shall pay to theGeneral Partner an amount representing the Partnership's actual or estimatedexpenses associated with processing the transfer which may include a pro rataportion of any uriamortized organizational expenses and an amount representingthe Transl^ror Limited Partner's pro rata share of the estimated costs of acomplete liquidation of the Partnership. Any such payment will be retained bythe Partnership for the benefit of the other Limited Partners.(d) Ifthere are any Interests for Sale of a classthat have notbeen sold afterthe operation of clauses (a)through (c) of this Section 5.6, the General Partner may within ten(10) business days after the notification referred to in clause (b)(ii) of this Section 5.6, give anotice (the "Second Transiter Notice*') to all persons who have subscribed for Interests of thatclass and are not fully drawn down (the "Subscribers"), which includes:(i) the number of those remaining Interests for salethatthe GeneralPartner wishes to be transit:rred under this Section 5.6(d) (the "RemainingInterests for Sale"), at the price per interests equal to the Offer Price;(ii) an offer to sell a portion of the Remaining interests for Saleproruin to the amount subscribed by that Subscriber for Interests of that class thatremains subject to a Drawdown (ora lesser number of Remaining interests forSale) at the Offer Price, which offer must be accepted in writing within ten (10)business days from the date the General Partnersentthe Second Transfer Noticeto those Subscribers (the "Second Offer Expiry Date"); and(iii) a request that any Subscribers who have accepted the offer inclause (d)(ii) of this Section 5.6 fortheir full share of the offered RemainingInterests for Sale arthe Offer Price and who wish to purchase any of the offeredRemaining Interests for Sale not purchased PUTSuant to clause (d)(ii) of thisSection 5.6 (the "Remaining Additional Interests"), make an irrevocable offerin writing to the General Partner no later than the Second Offjar Expiry Date,stating the amount of the Additional interests which the Subscriber wishes topurchase at the Offer Price.OMM us:72273i23.3(e)Within ten (10) business days from the Second Offer Expiry Date:47 (i) the General Partnershallacceptthe offers made by LimitedPathiers in accordance with clause (d)(iii) of this Section 5.6 on the basis that theRemaining Additional Interests will be allocated between those Subscribers whohave offered to purchase the Remaining Additional Interests at the Offer Priceprorain to the amount subscribed by each Subscriber for Interests of that classthatremains subject to a Drawdown, but no Subscribershall be allocated moreInterests than the Subscriber of fored to purchase; and(ii) the General Partnershallnotifyeach Subscriber in writing of theaggregate number of Remaining interests for Sale (including the RemainingAdditional Interests) which will be transf^ITed to them at the Offer Price (the"Second Sale Interests").(f) Once an offer to sellany Remaining interests for Sale has been acceptedby a Limited Partner or an onerto buy any Remaining Additional interests has been accepted bythe General Partner:(i) the purchasing Limited Partner is boundto paythe aggregate OfferPrice forthe Second Sale Interests within ten (10) business days in cleared fundsafter receiving notification in accordance with clause (e)(ii) of this Section 5.6;(ii) on payment 10the TransferorLimited Partner of the aggregateOffer Price forthe Second Sale Interests, the General Partner may on behalfoftheTransferor Limited Partner, and the Transferor Limited Partner is bound to,promptly transfer those Second Sale Interests to the purchasing Limited Partner;(iii) if; upon payment of the Offer Price forthe Sale interests, theTranst^ror Limited Partner foils to transfer those Interests, the General Partnershall adjustthe schedule of Partners to show the purchasing Limited Partner astheLimited Partner of those Interests; and(iv) upon the General Partner's written request, within ten (10)business after receiving payment of the aggregate Offer Price in accordance withclause (f)(i) of this Section 5.6, the Transf^ror Limited Partner shall pay to theGeneral Partner an amount representing the Partnership's actual or estimatedexpenses associated with processing the transfer which may include a pro rataportion of any uriamoitized organizational expenses and an amount representingthe Transferor Limited Partner's pro ram share of the estimated costs of a48OMM Us:72273i23.3 (g) Ifihere are any Remaining Interests for Sale that have notbeen soldpursuant to clauses (d) and (fj of this Section 5.6, the General Partner may sell all or a portion ofany unsold Remaining Interests for Sale to any person for a period of3 months after the SecondOffer Expiry Date at a price equal to or higher than the Offer Price with completion of the sale tooccur notiongerthan one (1) month after a binding sale agreement is executed. Sections 5.7 and5.8 shall apply to any Remaining Interests which are riotsold in accordance with this Section5.6(g).complete liquidation of the Partnership. Any such payment will be retained bythe Partnership forthe benefit of the other Limited Partners.(h) Notices, offers, acceptances, allocations, sales and purchases of Interestsof a class under clauses (a) through (g) of this Section 5.6 must be given or made in suchmanner, at such time and on such conditions so that:(i) such sales andpurchasesoflnterests of aclassthat are the subjectof a withdrawal request received by the General Partner during a calendar quarterwill have priority for such sales and purchases over all such sales and purchasesof interests of that classthat are the subject of a withdrawal request received bythe General Partner during a subsequent calendar quarter;(ii) each such sale and purchase of Interests of a classthat are thesubject of a withdrawal request received by the General Partner during a quarterwill rank equally for such sale and purchase, so that the same proportion ofInterests of that class that are the subject of a withdrawal request are sold andpurchased on the same date;(iii) notwithstanding clauses (i) and (ii) of this Section 5.6(h), ifas atthe end of a calendar quarter, to the extent known by the General Partner, theaggregate amount of withdrawal requests of any class of Interests (whetherreceived in such calendar quarter or any prior calendar quarter) exceeds 10% ofthe aggregate net asset value of the units of the Master Fund (calculated as ifwithdrawal under such withdrawal requests occurred at that time) and providedthat a TransfiarNotice has not been issued under Section 5.6(a) hereofin respectof those interests before the end of the calendar quarter, such Interests shall rankequally for such sale and purchase, so that the same proportion of interests ofoMM us 72273i23.3 each class held by a Limited Partner which are the subject of a withdrawal requestare sold and purchased on the same date; and(i) Nothing in this Section 5.6 preventsthe General Partner from withdrawingsome of the interests that are the subject of a withdrawal request PUTSuantto Section 5.5 hereofand applying this Section 5.6 to the other Intereststhat are the subject of a withdrawal request.(iv) a translbr of interests takes effoct only on registration in theschedule of Partners.5.7(a) Ifany interests of aclass are nottranstierred pursuantto Section 5.6 hereof(the "Unsold Interests"), the General Partner shall:Withdrawal Period.(i) use its commercially reasonable besteffortsto transfororwithdrawall Unsold Interests as soon as reasonably practicable and in any event within 36months alter the end of the calendar quarter during which the General Partnerreceived the withdrawal request(the "WithdrawallPeriod"); and(ii) no later than 45 days from the date of the completion ortermination of the pre^inption rights process contained in Section 5.6 hereof(or45 days from the date that the General Partner detennines that conditions forapplying Section 5.6 hereofhave not been met) provide the withdrawing LimitedPartners with a written plan (the "Withdrawal Plan") setting forth an appropriateprocess: (A) to fund the withdrawal of all or part of the Unsold Interests; and (B)forthe General Partner and withdrawing Limited Partner to meet to discuss theprogress of the Withdrawal Plan at least on a semi-annual basis.(b) Ifat any time priortothe expiration of the Withdrawal Period the GeneralPartner, in its reasonable opinion, determines that it will be unable to effect the withdrawal orsale of allthe Unsold Interests in accordance with the Withdrawal Plan, the General Partner shallpromptly:(i) informthe withdrawing Limited Partner in writing of the reasonsfor being unable to implement the Withdrawal Plan; andOMM us. 72273i23.3(ii) convene ameeting of Limited Partners of the relevant class ofInterests to consider aproposal by the General Partner as to the future strategy of50 (c) Ifthe Limited Partner Plan is approved by Limited Partners whosePartnership Percentages represent 75% or more in interest of Limited Partners of that class,subjectto any later approved proposal under Section 5.5(i) hereo^ the General Partner shall useits commercially reasonable best efforts to implement the Limited Partner Approved Plan.such class of Interests in respect of the realization of the assets of the Partnershipto fund the withdrawal of all Unsold Interests and the time frame in which suchwithdrawal is to occur(the "Limited Partner Approved Plan").(d) Subjectto Section 5.8 hereof;if(i)the Unsold Interests cannot bewithdrawn in accordance with the Withdrawal Plan and no Limited Partner Approved Plan issubsequently approved in accordance with clause (b)(ii) of this Section 5.7, or(Ii)the GeneralPartner is unable to implement a Limited Partner Approved Plan, the General Partnershallcontinue to use its commercially reasonable best efforts to redeem all Unsold interests as soon asreasonably practicable.5.8(a) Ifthe Unsold interests are not sold orotherwise transferred priorto theexpiration of the Withdrawal Period, the withdrawing Limited Partner may at any time after theexpiration of the Withdrawal Period elect in writing to have its Unsold Interests withdrawn (the"Remaining Unsold Interests"), in which case:Rights of Limited Partners After Expiration of Withdrawal Period(i) withdrawal of the Remaining Unsoldhtterestsshalloccuronthefirst day of the next calendar quarter after the written notice is received by theGeneral Partner(the "Withdrawal Date");(ii) the Remaining Unsold Interestshallbe withdrawn at thewithdrawal price equal to the prevailing net asset value of the Interest of therelevant class as at the Withdrawal Date reduced, allhe General Partner'sdiscretion, by an amount representing the Partnership's actual or estimatedexpenses associated with processing the withdrawal which may include a pro rataportion of any uriamortized organizational expenses and an amountrepresentingthe withdrawing Limited Partner's pro rata share of the estimated costs of acomplete liquidation of the Partnership, Any such payment will be retained bythe Partnership forthe benefit of the other Limited Partners;oMM us:72273i23 3 (iii) the withdrawing Limited Partnershallcease to hold the RemainingUnsold Interests;(iv) on and from the Withdrawal Date the unpaid withdrawal priceshall be treated as a liability of the relevant class of interests of the Partnership(but not, for the avoidance of doubt, the liability of the withdrawing LimitedPartner) and shall be payable in accordance with clause (a)(v) of this Section 5.8;and(v) the General Partner will use its commercially reasonable besteffortsto ensure that the withdrawal proceeds in respect of the Remaining UnsoldInterests are paid in full as soon as reasonably practicable following theWithdrawal Date, having regard to the nature of the assets of the Partnership andwithout limiting the General Partner's obligations under this Agreement.6.1(a) Uponthedissolution and the commencement of the winding up of thePartnership in accordance with Section 2.4 hereof;the General Partner shall after completion ofthe final audit of the Partnership's financial statements promptly liquidate the business andadministrative affairs of the Partnership, except that ifihe General Partner is unable to performthis function, a liquidating trustee elected by the affirmative vote of Limited Partners whosePartnership Percentages represent a majority in interest of the Limited Partners shall liquidate thebusiness and administrative affairs of the Partnership, Net Profit and Net Loss during the FiscalPeriods which include the period of liquidation shall be allocated pursuant to Article 1/1, Theproceeds from liquidation shall be distributed in the following manner (subject to the Act):Liquidation of Partnership Assets.ARTICLEVlLIQUIDATION(i) altofthedebts, liabilities and obligationsofthePartnership (otherthan debts to Limited Partners or debts to the General Partner, the investmentAdvisor, the Master Fund Advisor ortheir employees or affiliates), and theexpenses of liquidation (including legal and accounting expenses incurred inconnection therewith), up to and including the date that distribution of theOMM us. 72273i23.3 Partnership's assets to the Partners has been completed, shall first be satisfied(whether by payment orthe making of reasonable provision for payment thereoO;(ii) such debts as are owing to the Limited Partners shall nextbesatisfied (whether by payment orthe making of reasonable provision for paymentthereof);(iii) such debts as are owing to the General Partner, the InvestmentAdvisor, the Master Fund Advisor ortheiremployees or affiliates shall next besatisfied (whether by payment orthe making of reasonable provision for paymentthereoO; and(iv) the Partners shall nextbe paid amountspro raid in accordancewith, and up to the positive balances of theirrespective Capital Accounts, asadjusted PUTSuant to Article 111 to reflect allocations for the Fiscal Period endingon the date of the distributions under this Section 6.1(a)(iv).(b) anything in this Section 6,110 the contrary notwithstanding, but subjecttothe priorities setfbrth in the Act, the General Partner or liquidating trustee, as the case may be,may distribute ratably in kind rather than in cash, upon dissolution, any assets of the Partnership;provided, however, that ifany in kind distribution is to be made, (i) the assets distributed in kindshall be valued pursuantto Section 7.2 hereofas of the actual date of their distribution, andcharged as so valued and distributed against amounts to be paid under Section 6.1(a) above; and(ii) any gain or loss (as computed for book purposes) allributable to property distributed in kindshall be included in the Net Profit orNet Loss for the Fiscal Period ending on the date of suchdistribution.(c) Ifadistribution under anyprovision of this Agreement, including aliquidating distribution, would result in the receipt by Limited Partners of securities in kind, theLimited Partners shall by notified by the General Partner or liquidating trustee, as applicable, ofsuch proposed in kind distribution. Ifa distributee Partnerso elects by informing in writing theGeneral Partner or liquidating trustee, as applicable, within three days of having been providednotice of the General Partner's or liquidating trustee's, as applicable, intentto distributesecurities in kind, the General Partner or liquidating trustee, as applicable, on such distributeePartner's behalfand for such distributee Partner's account, shall sell any such securities thatotherwise would be distributed to the distributee Partner. msuch event* neither of the GeneralPartner or liquidating trustee, as applicable, northe Partnership shall, under any circumstances,oMM us:72273i23.3 be liable to the distributee Partner for any loss, cost or expense incurred by the distributeePartner or on the distributee Partner's behalfas a result of complying with this Section 6.1(c),including without limitation, any losses, costs and expenses incurred upon or artributable to suchsale. Any stock or securities sold by the General Partner or liquidating trustee, as applicable* onthe distribute Partner's behalfshall be deemed to have been distributed to such distributeePartner for all purposes of this Agreement and, upon such sale by the General Partner orliquidating trustee, as applicable, or another agent acting on the distributee Partner's behalfattherequest of the General Partner or liquidating trustee, as applicable, the proceeds of such sale, netof all costs and expenses attributable to such sale, shall be distributed to the distributee Partner.No income, gain, loss, deduction or expense atIributable to any sale pursuant to this Section6.1(c) shall affect the Capital Account of the distributee Partner, and all such items shall bedeemed for allpurposes to have been realized by the distribute Partner outside the Partnership.7.1(a) The Partnership may adoptibrtax accounting purposes any accountingmethod which the General Partner shall decide in its sole discretion is in the bestinterests of thePartnership and which is pennissible for U. S. I^deralincome tax purposes,Accounting and Reports.ARTICLEVllACCOUNTINGANDVALUATIONS;BOOKSANDRECORDS(b) As soon as practicable after the end of each Fiscal Year, the GeneralPartner shall cause an examination of the financial statements of the Partnership as of the end ofsuch Fiscal Yearto be made by a firm of certified public accountants selected by the GeneralPartner; and as soon as is practicable thereafter, a copy of a set offinaricial statements preparedin accordance with GAAP, including the report of such certified public accountants, shall befurnished to each Partner. Forthe purposes of determining the Net Assets of the Partnership, theGeneral Partner may detennine whether any expense is to be amortized and the appropriateperiod over which the amortization is to occur in respect of such expense in accordance withGAAP. in addition, the General Partner shall cause the Master Fund Advisor to cause the annualauditofthe Master Fund's financial statements to be prepared in accordance with GAAP.oMM us. 72273iz3.3 (c) As soon aspracticable after the end of each taxable year, the GeneralPartnershallfUrnish to each Limited Partner a Schedule K-I to Internal Revenue Service Form1065* or any successor fonn, and such other information as may be required to enable eachLimited Partner properly to report for federal and state income tax purposes such LimitedPartner's distributive share of each Partnership item of income, gain, loss, deduction or credit forsuch year.(d) Either(i) as soon as practicable after the end of each taxable year, theGeneral Partner shall furnish to each ERISA Partnersuch information as may be required forsuch ERISA Partner to satisfy its Form 5500 filing obligations; or (ii) the Partnership shall be adirect filing entity described in 29 C, F, R. ^ 2520.103-12 for purposes of such requirements.(e) As soon aspracticable after the receiptbythe Partnership of anynotification, certification, legal opinion or other document from the trustee of the Master Fundpursuantto Clauses 144 to 147 of the trust deed of the Master Fund, the General Partnershallpromptly furnish a copy of each such notification, certification, legal opinion or other documentto each ERISA Partner.(1) The General Partner agrees to disclose to the Limited Partnersthe type ofmatters the Investment Advisor is required to disclose in Form ADV, Part 2A, Item 9. TheGeneral Partner agrees to promptly disclose any investigation of the General Partner ortheInvestment Advisor ortheirinvestment professionals by the Securities and EXchangeCommission or any other federal or state regulatory or prosecutorial entity related to theactivities of the General Partner, the Investment Advisor, orthe Partnership.(g) The General Partnershallrespond in anmeIy fashion to aLimitedPartner's reasonable financial information reporting requests pertaining to a Limited Partner'saudits of such Limited Partner's investment in the Partnership, in order to focilitate the LimitedPartner's performance of its statutory and fiduciary responsibilities to understand, analyze, beinformed about and monitorits investment in the Partnership.(h) The General Partnershallnotify the Limited Partners and shall cause theMaster Fund Advisorto notify the Limited Partners of any material changes in ownership,management, financial strength, orinvestment strategy of the General Partner and/orthe MasterFund Advisor, including but not limited to any restructuring or reorganization or material changein the investment criteria and portfolio restrictions of the Master Fund and/orthe Partnershipdescribed in the private placement memorandum of the Partnership or any removal, retirement orOMM Us. 722731233 replacement of the trustee of the Master Fund*immediately, but in any event notlaterthan 30days of such change.(i) The General Partnershall, priorto Aprill" of each year, use itscommercially reasonable efforts to provide but in any eventshallprovide the Limited Partners byno later than April 30'' of each yearwith financial statements (including, without limitation, abalance sheet, statement of operations and cash flow forthe year) of the Partnership, the MasterFund and its underlying portfolio companies (unless providing such reports regarding theunderlying portfolio companies shall breach the General Partner's, the Investment Advisor's orthe Master Fund Advisor's regulatory or contractual duty of confidentiality to such underlyingportfolio companies, or in acting in the capacity as a director or officer of an underlyingportfolio company, shall breach a fiduciary duty with respectto disclosure of(i) such underlyingportfolio company's trade secrets or (ii) information regarding pending transactions of suchportfolio company that have not been publicly disclosed) prepared according to GAAP. Further,a report containing a valuation of the Partnership's investments as of the end of the relevantyears shall also be provided at such time. The General Partner will cause the Master FundAdvisor to request that such underlying portfolio companies timely provide such necessaryinformation to the Master Fund Advisor. In addition, the financial statements of the Master Fundand the Partnership provided to each Limited Partner pursuantto this Section 7.1(i) shall include(i)the computation of management fees and perlbnnance foes paid for such year, (ii) the amountof any portfolio company monitoring, transaction or other similar fees arising in connection withthe business of the Partnership and/orthe Master Fund (collectively, the "Additional Fees"), ifany, paid to the General Partner or its affiliates, (in) distributions made during such year, (iv)withdrawals made during such year, (v) investment gain or loss during such year, (vi)the bookand market value of such Limited Partner's interest in the Partnership as of the Grid of such year,(vii)the Remaining Commitment, ifany, of such Limited Partner, (viii) any amount withheldand paid over by the General Partner on behalfofthe Partnership to any taxing or othergovernmental authority with respect to such Limited Partner's interest in the Partnership and (ix)a reconciliation of the Partnership's audited financial statements with such Limited Partner'sCapital Account statement forthe same period. The General Partner shall notify the LimitedPartners ifany of the financial statements provided to the Limited Partners pursuant to thisSection 7.1(i) are confidential and each Limited Partner agrees, subject 10 the ternis of thisAgreement, to protectthe confidentiality of such financial statements to the fullest extentpennitted by law.OMM Us:72273i23.3 O) The General Partnershallprovidethe Limited Partnerswith uriauditedmonthly and quarterly financial reports (within 45 days following the end of each quarter) on itsinvestments in the Partnership and the investments in the Master Fund and its underlyingportfolio companies (unless providing such reports regarding the underlying portfolio companiesshall breach the General Partner's, the investment Advisor's orthe Master Fund Advisor'sregulatory orcontractual duty of confidentiality to such underlying portfolio companies, or inacting in the capacity as a director or officer of an underlying portfolio company, shall breach afiduciary duty with respect to disclosure of(i) such underlying portfolio company's trade secretsor(ii) infomiation regarding pending transactions of such portfolio company that have not beenpublicly disclosed). Such reports shall include the information regarding the performance of thePartnership, the Master Fund and its underlying portfolio companies and will list the names ofthe portfolio investments of the Master Fund. Further, uriaudited quarterly reports provided toeach Limited Partner pursuantto this Section 7.10) shall contain (i) a summary of acquisitionand disposition of the portfolio investments by the Master Fund during such period and adescription of all portfolio investments of the Master Fund, including a narrative summary of thestatus of each such portfolio investment, (ii)the amountofAdditional Fees, ifany, paid to theGeneral Partner or its affiliates, (iii) management lees and performance fees paid forthe relevantquarter, (iv) distributions made, (v) withdrawals made, (vi) investment gain orloss, (vii)thebook and market value of such Limited Partner's interest in the Partnership, (viii)the RemainingCommitment, ifany, of such Limited Partner and (ix)the statement confirming the MasterFund's compliance with its investment policy as of the end of the relevant fiscal quarter. inaddition, upon a Limited Partner's request, the General Partnershall provide such LimitedPartner with calculations of gross and netintemalrates of return and applicable equity multiplesin respect of the Limited Partner's interest in the Partnership. The General Partner shall notifythe Limited Partners ifany of the financial reports provided to the Limited Partners pursuant tothis Section 7.10) are confidential and each Limited Partner agrees, subject to the tenns of thisAgreement, to protectthe confidentiality of such financial reports to the fullest extent permittedby law.(k) Within 90 days of the end of each Fiscal Year*the chieffinancialofficeror coinparable officer of the General Partner shall provide to each Limited Partner a lettercertifying that to his or her knowledge (i)the annual audited financial statements provided tosuch Limited Partner fairly present in all material respects the financial condition of thePartnership as of such date, (ii)the General Partner has no knowledge of the existence of anymaterial breach of this Agreement and any side letter or similar agreement with such LimitedOMM us:72273i23.3 Partner entered into pursuantto Section 8.9(a) of this Agreement, and (iii) all distributions by thePartnership to the Limited Partners have been made in accordance with this Agreement.(1) On an annual basis, the General Partnershallincludewith thePartnership's audited financial statements that are distributed to each Limited Partner asupplemental schedule of such Limited Partner's Capital Accountthat shall identify in summaryfomi such Limited Partner's Capital Account for such period and the allocations made thereto inaccordance with the ternis of this Agreement. The infonmation contained in such schedule willbe subjected to the auditing procedures applied to the audits of the Partnership's basic financialstatements, and the Partnership's independent auditor shall indicate whether, in its opinion, theschedule is fairly stated in all material respects in relation to the Partnership's basic financialstatements taken as a whole.(in) The General Partner will(upon a Limited Partner's request and at suchLimited Partner's expense, unless the General Partner is doing the same for all Limited Partners,in which case the General Partner may treatthe expense as an expense of the Partnership as awhole) use commercially reasonable efforts to provide infonnation in the General Partner'spossession that such Limited Partner reasonably requests forthe purpose of making any filings,applications or elections to obtain any available exemption from, orreftind of; any withholdingor other taxes imposed by any nori-U. S. taxing authority with respect to amounts distributable tosuch Limited Partner under this Agreement. Ifapplicable law requires the Partnership to makeany filings, applications or elections described in this Section 7.1(in) with respectto any LimitedPartner, the General Partner will(at such Limited Partner's expense, unless the General Farmeris doing the same for all Limited Partners, in which case the General Partner may treattheexpense as an expense of the Partnership as a whole) use commercially reasonable efforts to doso based on the infonnation in its possession and such Limited Partner agrees that it willcooperate with the General Partner in the preparation and making of any such filings,applications orelections to the extentthe General Partner determines that such cooperation isnecessary or desirable.(n) The General Partnershallpreserve allfinancialand accounting recordspertaining to this Agreement during the tenn of the Partnership and for five years thereafter, andduring such period, each Limited Partner or its designated consultant, upon reasonable notice,shall have the right to audit such records in regard thereto to the fullest extent permitted by law,The General Partner shall have the right to preserve all records and accounts in original form oron microfilm, magnetic tape, or any similarprocess.OMM us. 72273i23.3 72(a) The General Partnershallvalue orhave valued the Securities and otherassets of the Partnership as of the close of business on the last day of each Fiscal Period. Inaddition, the General Partner shall value Securities which are being distributed in kind as of theirdate of distribution in accordance with Section 3.14, 5.5(I) or 6.1(b) hereof: In determining thevalue of the assets of the Partnership, no value shall be placed on the goodwill or name of thePartnership, or the office records, files, statistical data or any similar intangible assets of thePartnership not normally reflected in the Partnership's accounting records, butthere shall betaken into consideration any related items of income earned but not received, expenses incurredbut not yet paid, liabilities fixed or contingent, prepaid expenses to the extent not otherwisereflected in the books of account, and the value of options or commitments to purchase or sellSecurities pursuant to agreements entered into on or priorto such valuation date. Valuation ofSecurities made pursuantto this Section 7.2 shall be based on allrelevantlactors. The value ofany investment held by the Partnership in the Master Fund shall be valued at the net redemptionprice reported by orwith respectto the Master Fund. The value of any assets riot ref;3rred to inthe prior sentence shall be detennined by or pursuantto the direction of the General PartnerValuation of Partnership Assets and Interests.(b) Appropriate reserves may be accrued for contingentliabilities in suchamounts (subject to increase orreduction) and at such times as the General Partner in its solediscretion deems necessary or appropriate.(c) Exceptas otherwise determined by oralthe direction of the GeneralPartner (i) investment and trading transactions shall be accounted for on the trade date; and (ii)for purposes of delemiining gain or loss on investment, cost of invesiments sold shall bedetermined on the first-in, first-out basis. Accounts shall be maintained in U. S. dollars, andexcept as otherwise determined by or at the direction of the General Partner(A) assets andliabilities denominated in currencies other than U. S. dollars shall be translated at the rates ofeXchange in effect at the close of the Fiscal Period (and eXchange adjustments shall be recordedin the results of operations); and (B) investment and trading transactions and income andexpenses shall be translated at the rates of eXchange in effect allhe time of each transaction.(d) Ifthe trustee of the Master Fund makes anyadjustmentto the valuation ofan investment or other asset of the Master Fund made by independent appraisers pursuanttoSection 21 of the trust deed of the Master Fund*the General Partner shall cause the Master FundAdvisor to obtain further independent appraisal confirmation for such adjustment.OMM Us:72273123.3 (e) Ifany of the Master Fund's assets are transfierred between the Master Fund(including its principals, employees and affiliates) and other accounts of the Investment Advisoror its amljares, such transfer shall be subject to an approval of the Advisory Committee.(1) The value of each Security and other asset of the Partnership and the networth of the Partnership as a whole detennined pursuantto this Section 7.2 shall be conclusiveand binding on all of the Partners absent bad faith ormanilbst error on the part of the GeneralPartner, and, to the extentpermitted by law, may not in any event be disputed by the Partnersafter the completion of the next audit of the financial statements of the Partnership*(g) The General Partnershallnotify Limited Partners of any material changesin the Master Fund's accounting or appraisal firm, orthe valuation methodology of thePartnership immediately, but in any event notlaterthan 30 days of such change.7.3(a) Allmattersconcemingthedetennination and allocation amongthePartners of the amounts to be determined and allocated pursuantto Sections 3.10 through 3.14hereof, and the items of income, gain, deduction, loss and creditto be determined and allocatedPUTSuantto Section 3.13 hereof;including any taxes thereon and accounting proceduresapplicable thereto, shall be determined by the General Partner, in its sole and absolute discretion(unless specifically and expressly otherwise provided for by the provisions of this Agreement),and such determinations and allocations shall be final and binding on allthe Partners.Determinations by GenerallPartner.(b) The General Partner may make such adjustments to the computation ofNet Profit or Net Loss, or any component items of the foregoing as it considers appropriate toreflect fairly and accurately the financial results of the Partnership and the intended allocationthereofamong the Partners.74The General Partner shall keep books and records pertaining to the Partnership's affairsshowing all of its assets and liabilities, receipts and disbursements, realized income, gains andlosses, Farmers' Capital Accounts and alltransactions entered into by the Partnership, Suchbooks and records of the Partnership shall be kept at its principal office, and all Limited Partnersand theirrepresentatives shall at allreasonable times have free access thereto forthe purpose ofinspecting or copying the same for any purpose reasonably related to such Limited Partner'sinterest as a Limited Partner;provided, however, that, to the fullest extent permitted by SectionBooks and Records.OMM us:72273!23.3 17-305(I) of the Act, the General Partner may withhold infonnation which the General Partnerreasonably believes to be in the nature of trade secrets or other infomiation the disclosure ofwhich the General Partner in good faith believes is not in the bestinterests of the Partnership orcould damage the Partnership or its business or which the Partnership is required by law or byagreement with a third party to keep confidential.7.5(a) The General Partnershallbe the taxmatters partner for purposes ofSection 6231(a)0) of the Code. Each Limited Partner agrees notto treat, on such LimitedPartner's U. S. federal income tax return or in any claim for a refund, any item of income, gain,loss, deduction or credit in a manner inconsistent with the treatment of such item by thePartnership.Tax Matters(b) The General Partnershallhave the exclusive authority and discretion tomake any elections required or permitted to be made by the Partnership under any provisions ofthe Code or any other revenue laws.(c) The General Partner will(i) cause the Partnership to make any electionreasonably determined to be necessary or appropriate in order to ensure the treatment of thePartnership as a partnership for U. S. figderalincome tax purposes; (ii) riot cause or pennitthePartnership to elect to be excluded from the provisions of SubchapterK of the Code or to betreated as a corporation for U. S. I^!deralincome tax purposes; and (iii) cause the Partnership tofile any required tax returns in a manner consistentwith its treatment as a partnership for U. S.federal income tax purposes.(d) Each Limited Partnershallpromptly supply, including byway of updates,to the General Partner in such form and at such time as is reasonably requested by the GeneralPartner, including by way of electronic certification, any information, representations, forms orother documentation as reasonably requested by the General Partner to assist it, the Partnershiporthe Master Fund (the "F"rid Entities") in obtaining any exemption, reduction orrefund of anywithholding tax (including withholding imposed pursuantto FATCA, or any similarlegislationor any agreement entered into PUTSuant to any such legislation). In the eventthat any LimitedPartner fails to supply such information, representations forms orother documentation to theGeneral Partner, the General Partner shall have full authority to (1) withhold any withholding taxrequired to be withheld pursuant to any applicable legislation, regulations, rules or agreementsand (ii) require such Limited Partner to withdraw from the Partnership in accordance withoMM us:?2273/23.3 Section 5.5(g). Ifrequested by the General Partner, such Limited Partner shall execute any andall documents, opinions, instruments and certificates as the General Partner shall reasonablyrequest orthat are otherwise required to effectthe foregoing. The General Partner may exercisethe power oraltomey granted to it pursuantto Section 8.2 on behalfofeach Limited Partner toexecute any such documents, opinions, instruments or certificates on behalfofsuch LimitedPartner ifthe Limited Partner foils to do so, The General Partner acknowledges that a LimitedPartner's obligation to provide the General Partner and the Partnership with information,documentation and/or certifications necessary forthe General Partner*the Partnership and theiraffiliates to comply with FATCA shall be deemed satisfied if(i) such Limited Partner provides aproperly completed and duly executed IRS Fomi W-9, and any additional information,documentation and/or certifications as the General Partner reasonably datennines to be requiredby FATCA, (ii) such Limited Partner agrees to promptly notify the General Partner ifany of theinfonnation provided on the Limited Partner's Forrn W-9 becomes maccurate and (iii)theGeneral Partner does not have reason to believe that any of the information contained in suchLimited Partner's Form W-9 is incorrect. Ifa Limited Partner foils to comply with the ternis ofthis Section 7.5(d) and, as a result of such foilure, any withholding tax is imposed on any of theFund Entities, such Limited Partner shall, to the fullest extentpermitted by applicable law,indemnify and hold harmless the Fund Entities* each of their investors and the other Partners forsuch withholding tax and any related expenses or losses.(e) The General Partnershalluse its commercially reasonable effortsto causethe Partnership notto knowing Iy invest, directly or indirectly, in a transaction that constituteseither(a) a "prohibited tax shelter transaction" within the meaning of Section 4965 of the Codeor(b) a "reportable transaction" within the meaning of U. S. Treasury Regulations Section1.60114(b) (except for a "loss transaction" within the meaning of U. S. Treasury RegulationsSection 1,6011-4(b)(5)). Ifthe Partnership orthe General Partner reasonably delennines that thePartnership has engaged directly or indirectly in any such transaction*it shall notify the LimitedPartners within 15 business days of such determination7.6(a) Each Limited Partner acknowledges that, during the period of suchLimited Partner's investment in the Partnership, such Limited Partner may have access toconfidential and proprietary infonnation of the Partnership and/orthe Master Fund, including,without limitation, information regarding (direct or indirect) portfolio investments of the MasterFund and investment strategies and investments made and positions held by the Partnershipand/orthe Master Fund.ConfidentialityOMM us:72273i23.3 (b) During the period of aLimited Partner's investment in the Partnership orat any time thereafter, confidential information of the Partnership and/orthe Master Fund maynot be used in any way by such Limited Partner or former Limited Partner for such LimitedPartner's own private orcommercialpuTposes (other than in connection with such LimitedPartner's evaluation of its investment in the Partnership) or, directly or indirectly, disclosed to ordiscussed with any other Person, exceptthose owners, directors, officers, employees,accountants, attorneys or agents of the Limited Partner whose accessto such information isreasonably necessary for such Limited Partner's operations and who are bound by similarobligations as to non-disclosure of confidential infonnation, or except as required by law.(c) Each Limited Partner acknowledges and agrees that the Partnership andthe General Partner may be harmed irreparably by a violation of this Section 7.6 and that thePartnership and the General Partner shall be entitled to seek injunctive relief, to seekenforcement of this Section 7.6 by specific performance and to seek damages in the event of anysuch breach. Each Limited Partner agrees, to the extent permitted by applicable law, to waiveany requirement forthe securing orposting of any bond in connection with such remedy.(d) Notwithstanding any other provision of this Agreement to the contrary, tocomply with U. S. Treasury Regulation Section 1,6011-4(b)(3), each Limited Partner(and anyemployee, representative, or other agent of such Limited Partner) may disclose to any and allPersons, withoutlimitation of any kind, the U. S. federal and state tax treatment and tax structureof the Partnership or any transactions contemplated by the Partnership, it being understood andagreed, forthis purpose (i)the name of; or any other identifying infonnation regarding (A) thePathiership or any existing or future investor(or any affiliate thereof) in the Partnership* or (B)any investment ortransaction entered into by the Partnership; or(ii) any performanceinformation relating to the Partnership or its investments; or (iii) any pertbmiance or otherinformation relating to other investments sponsored by the General Partner or its affiliates, doesriot constitute such treatment ortax structure inforrnation.(e) The General Partner acknowledges and agrees that, except(i) asrequiredby law, regulation, legal process, FINRA rules or rules of any applicable stock eXchange, (ii) ifthe General Partner determines in good faith that such disclosure is in the best interests of thePartnership in connection with a portfolio investment of the Master Fund, (iii)to the otherLimited Partners of the Partnership, agents, advisors orrepresentatives of the other LimitedPartners of the Partnership (including attorneys or accountants thereof) or advisors, agents orrepresentatives of the Partnership (including attorneys or accountants thereof) in the ordinarycourse of the Partnership*s business, or (iv) in connection with the General Partner's operation63OMM us. 72273i23.3 and administration of the Partnership when the General Partner is disclosing to third parties theLimited Partners of the Partnership generally, neither the General Partner nor any of its affiliatesnorthe Partnership shall(a) include a Limited Partner's name, or other identifying infonnation,or a Limited Partner's addresses, in written materials disseminated to third parties, includingprospective limited partners of the Partnership (other than furnishing a list of all Limited Partnersto them and their agents, advisers orrepresentatives in the ordinary course), or (b) otherwisedisclose, either orally or in writing, any relationship with a Limited Partner using such LimitedPartner's name to persons or entities which are notagents orrepresentatives of the Partnership(including attorneys or accountants thereof), for any reason (other than as set forth above),without such Limited Partner's prior written permission.(1) Ifa Limited Partner receives an inquiry from the mediaconcerningthePartnership, the General Partner, its affiliates or any underlying portfolio company of the MasterFund and contacts the General Partnerseeking information to respond to such media inquiry, theGeneral Partnershall respond to the Limited Partner promptly with such information that may bereasonably necessary to respond to such media inquiry; provided that the General Partner shallhave no obligation to provide the Limited Partner with any information ifthe General Partnerdetermines in its sole discretion, that such disclosure (i) is prohibited by any law, rule orregulation applicable to the Partnership, the General Partner, the Investment Advisor, the MasterFund Advisor orany of their affiliates, (ii) would reveal a trade secret of; or otherwise breachconfidentiality obligations of;the Partnership, the General Partner, a portfolio company, or anyaffiliate thereof, (ii) may cause a breach offiduciary duties by the General Partner, theInvestment Advisor orthe Master Fund Advisor to any Limited Partner or(iii)is not in the bestinterest of the Partnership.8.1(a) Exceptas otherwise provided in paragraph (b) of this Section 8.1, thisAgreement may be amended, in whole or in part, with the written consent of(i)the GeneralAmendment of Partnership Agreement.oMM us:72273i233ARTICLEVlllGENERALPROVISIONS Partner; and (ii) Limited Partners whose Partnership Percentages represent a majority in interestof the Limited Partners.(b)(i) increase the obligation of a Partner to make any contribution to thecapital of the Partnership;Any amendment which would:(ii) reduce the Capital Accountofa Partner other than in accordancewith Article 111;(iii) change the provisions of Sections 3.10 through 3.14, 5.5 or 6.1 toalter a Partner's rights with respectto allocation of Net Profit orNet Loss or withrespectto distributions and withdrawals; ormay only be made ifthe written consent of each Parmer adversely affected thereby is obtainedpriorto the effectiveness thereof.(iv) diminish, cancel, subtract, or hinder any rights held by a LimitedPartner by virtue of such class of ownership interest or series of class interests atany time,(c) Notwithstanding paragraphs(a) and (b)of this Section 8.1, this Agreementmay be amended by the General Partner withoutthe consent of Limited Partners or any otherPerson if(i) such amendment becomes effective as of a date which is notless than ninety (90)days after the date the General Partner has sent written notice of such amendment to eachLimited Partner; and (ii)the Limited Partners shall be given the right to tenninate theirRemaining Commitments and withdraw their entire Capital Accountbalance from thePartnership in accordance with Section 5.5 hereofas of the last day of the calendar quarterimmediately preceding the effective date of the amendment. Forthe avoidance of doubt, theninety (90) days' notice period required for any Limited Partner's withdrawals pursuanttoSection 5.5 of this Agreement, shall not apply to any Limited Partner requesting a withdrawalPUTSuant to this Section 8.1(c).(d) Notwithstanding paragraphs (a) and (b) of this Section 8.1, the GeneralPartner may at any time without the consent of the Limited Partners or any other Person:oMM us. 72273i23.3(i) amendthe ScheduleofPartnersto reflectany change required tobe made therein pursuantto the ternis of this Agreement;65 (ii) restate this Agreement together with any amendments hereto whichhave been duly adopted in accordance herewith, to incorporate such amendmentsin a single, integrated document;(iii) amend this Agreement as contemplated in Section 2.2 hereoftoreflect a change in the name of the Partnership;(iv) make any amendment to this Agreement that is necessary or, in theopinion of the General Partner, advisable to qualify the Partnership as a limitedpartnership or a partnership in which the Limited Partners have limited liability inalljurisdictions in which the Partnership conducts or plans to conduct business orensure that the Partnership will not be treated as an association orpublicly tradedpartnership taxable as a corporation for U. S. f;sderalincome tax purposes;(v) make any amendment to this Agreement that the General Partner,in its good faith discretion, determines (A) does not adversely affect the LimitedPartners in any material respect or (B) is necessary or desirable to satisfy anyrequirements, conditions or guidelines contained in any opinion, directive, order,statute, ruling or regulation of any federal, state or foreign governmental entity, orotherwise to comply with law, so long assuch amendment is made in a mannerwhich minimizes any adverse effect on the Limited Partners, or(C) is required orcontemplated by this Agreement;(vi) make any amendment to any provision of this Agreement thatrequires any action to be taken by or on behalfofthe General Partner orthePartnership pursuantto applicable Delaware law, ifthe provisions of applicableDelaware law are amended, modified orrevoked so that the taking of such actionis no longer required;(vii) amend this Agreement in any manner to preventthe Partnershipfrom in any manner being deemed an "Investment Company" subject to theprovisions of the Investment Company Act;(viii) amend this Agreement as contemplated in Section 2.3 hereoftoreflectthe designation of a new registered office and/orregistered agent forthePartnership;oMM us. 72273i23.3 (ix) amend this Agreement to reflectthe creation of a new class or ofnew classes of ownership interests in the Partnership in accordance with Section2.6 hereof; or(6) The General Partnershall give written notice of any amendment to thisAgreement(other than any amendment of the type contemplated by clause (i), (ii) or (iii) ofSection 8.1(d)) to all of the Limited Partners, which notice shall set forth (i) the text of theproposed amendment; or(ii) a summary thereofand a statement that the textthereofwiil befurnished to any Limited Partner upon request.(x)(f) The General Partnershallpromptlyprovide the Limited Partnerswith anyamendments to this Agreement, the Investment Management Agreement, the Advisory Deed orthe trust deed of the Master Fund.make any other amendments similar to the foregoing.(a) Each Partner hereby irrevocablymakes, constitutes and appoints theGeneral Partner, with fillipower of substitution, the true and lawful representative andattorney-in-fact of, and in the name, place and stead of; such Partner, with the power from timeto time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish:Special Power of Attorney*(1) an amendment to this Agreement which complies with theprovisions of this Agreement;(ii) the Certificate and any amendment thereofrequired because thisAgreement is amended, including, withoutlimitation, an amendment to effectuateany change in the membership of the Partnership or in the capital contributions ofthe Partners; and(iii) allsuch other instruments, documents and certificates which, in theopinion of legal counsel to the Partnership* may from time to time be required bythe laws of the United States of America, the State of Delaware, or any otherjurisdiction in which the Partnership shall detemiine to do business, oranypolitical subdivision or agency thereof, or which such legal counsel may deemnecessary or appropriate to effectuate, implement and continue the valid andoMM us. 72273i233 (b) Each Limited Partner is aware that the tenns of this Agreement permitcertain amendments to this Agreement to be effected and certain other actions to be taken oromitted by or with respectto the Partnership without such Limited Partner's consent. Ifanamendment of the Certificate orthis Agreement or any action by orwith respectto thePartnership is taken by the General Partner in the manner contemplated by this Agreement, eachLimited Partner agrees that, notwithstanding any objection which such Limited Partner mayassert with respect to such action, the General Partner is authorized and empowered, with fullpower of substitution, to exercise the authority granted above in any manner which may benecessary orappropriate to permit such amendment to be made or action lawfulIy taken oromitted. Each Partner is fully aware that each Partner will rely on the effectiveness of thisspecial power-of-attorney with a view to the orderly administration of the affairs of thePartnership. This powerofLattorney is a special power-of-attorney and is coupled with aninterest in 1:1vor of the General Partner and as such (i) shall be irrevocable and survive in fullforce and effect and not be aft^!cted notwithstanding the subsequent death, disability orincapacity of any party granting this power-OILattomey, regardless of whether the Partnership orthe General Partner shall have had notice thereof; and (ii) shall survive the delivery of anassignment by a Limited Partner of the whole orany portion of such Limited Partner's interest inthe Partnership, except that where the assignee thereofhas been approved by the General Partnerfor admission to the Partnership as a substituted Limited Partner, this power-OILattomey given bythe assignor shall survive the delivery of such assignment forthe sole purpose of enabling theGeneral Partner to execute, acknowledge and file any instrument necessary to effect suchsubstitution. This power of attorney may be exercised by such attorney-in-fact for all LimitedPartners (or any of them) by a single signature of the General Partner acting as attorney-in-inctwith or without listing all of the Limited Partners executing an instrument.subsisting existence and business of the Partnership as a limited partnership ortoeffectthe dissolution, winding up ortenmination of the Partnership.8.3(a) Notices which may or are required to be given under this Agreement byany party to another shall be given by hand delivery or by registered or certified mail, returnreceipt requested, or in the case of notices to Limited Partners by Electronic Transmission, andshall be addressed to the respective parties hereto allheir addresses as set forth on the Scheduleof Partners or to such other addresses as may be designated by any party hereto by noticeaddressed to the General Partner in the case of notice given by any Limited Partner, and to eachof the Limited Partners in the case of notice given by the General Partner. Notices shall be68Notices.oMM us 72273i23.3 deemed to have been given when delivered by hand or on the date indicated asthe date of receipton the return receipt or on the date transmitted by Electronic Transmission,(b) Withoutlimiting the manner by which notice otherwise may be giveneffective Iy to Partners pursuantto clause (a) of this Section 83, any notice to Partners given bythe Partnership orthe General Partner under any provision of this Agreement shall be effective ifgiven by a fomi of Electronic Transmission consented to by the Partner to whom the notice isgiven. Any such consent shall be revocable by the Partner by written notice to the Partnership.(c) Each Limited Partner hereby consents to receive notices by ElectronicTransmission at the I^ICsimile number or e-mail address of its primary contact, or both, set forthin its Subscription Agreement.8.4This Agreementshall be binding upon and inure to the benefit of the parties hereto andtheirrespective successors, butthe rights and obligations of a Partner hereunder shall notbeassignable, transferable or delegable except as provided in Sections 4.1(d), 4.4, 5.3, 5.4 and 5.6,and, to the fullest extentpennitted by law, any attempted assignment, transfer or delegationthereofwhich is not made pursuant to the ternis of Sections 4.1(d), 4.4, 5.3, 5.4 and 5.6 hereofshall be void. The parties hereto agree that in any action to enforce any provision of thisAgreement, the prevailing party shall be entitled to recover all expenses, including reasonableattorneys fees, incurred in connection therewith.Agreement Binding Upon Successors and Assigns.8.5This Agreement, and the rights of the Partners hereunder, shall, except to the extentpreempted by 1:3derallaw, including, withoutlimitation, ERISA, be governed by and construedin accordance with the laws of the State of Delaware, withoutregard to the conflict of laws rulethereof. Except as othenvise agreed to in writing by the General Partner(on its own behalfor onbehalfofthe Partnership), the parties* other than a party that is a sovereign entity that is a Stateof the United States or a political subdivision thereof, hereby consent to non-exclusivejurisdiction and venue for any action arising out of this Agreement in the Chancery Court of theStale of Delaware for Kent County orthe Federal District Court forthe District of Delaware.Except as otherwise agreed to in writing by the General Partner(on its own behalfor on behalfof the Partnership), to the fullest extent pennitted by law, each Partner consents to service ofprocess in any action arising out of this Agreement by the mailing thereofby registered orcertified mail, return receiptrequested, to such Partner's address set forth in the Schedule of69Governing LawOMM us 72273i23.3 Partners (orto such other addresses as may be designated by any party hereto by noticeaddressed to the General Partner in the case of notice given by any Limited Partner, and bynotice addressed to each of the Limited Partners in the case of notice given by the GeneralPartner). The parties hereto agree that in any action to enforce any provision of this Agreement,the prevailing party shall be entitled to recover all expenses, including reasonable attorneys' tees,incurred in connection therewith.8.6The provisions of this Agreement are intended only forthe regulation of relations amongPartners and between Partners and Ibnner or prospective Partners and the Partnership. Exceptfor an hidemnilied Party and as contemplated in Section 4.4 hereoj, this Agreement is riotintended forthe benefit of non-Partner creditors of the Partnership and no rights are granted tonon-Partner creditors of the Partnership under this Agreement.Not for Benefit of Creditors.8.7Any and all consents, agreements or approvals provided for or permitted by thisAgreement shall be in writing and a signed copy thereofshall be filed and kept with the booksand records of the Partnership.Consents.8.8Ifany Limited Partner's voting interest in the Partnership is detennined at any time to bein the aggregate in excess of 4.9% of the total outstanding voting interests of the LimitedPartners, and such Limited Partner is a bank holding company (or a subsidiary thereol), asdefined in the Bank Holding Partnership Act of 1956, as amended (the "BHCA"), or otherwisesubjectto the provisions of the BHCA as ifit were a bank holding company, the voting interestin the Partnership of such Limited Partner shall be deemed to be a non-voting interest to theextent of such excess above 4.9% (whether or not subsequently transferred in whole or in parttoany other Person), Non-voting interests shall not be counted as interests in the Partnership heldby a Limited Partner for purposes of determining whether any vote or consentrequired has beenapproved under this Agreement or given by the requisite percentage of interests of LimitedPartners entitled to vote. Notwithstanding the foregoing, a Limited Partner that is a financialholding company under the BHCA permitted to engage in merchant banking activitiesthereunder may electto be excluded from the coverage of this Section 8.8 by delivering writtennotice thereofto the General Partner, which election may be revoked at any time by suchLimited Partner in its discretion. Except as provided in this Section 8.8, an interest in the70Bank Holding Company Act.OMM Us 72273i233 Partnership which is held by a Limited Partner as a non-voting interest will be identical in allrespects to all other interests in the Partnership held by Limited Partners8.9(a) Notwithstanding the provisionsofthisAgreement, including Section 8.1hereol; or of any Subscription Agreement, it is hereby acknowledged and agreed that, withoutthe approval of any Limited Partner or any other Person, the General Partner on its own behalforon behalfofthe Partnership*together with any or none of the Investment Advisor, the trustee ofthe Master Fund and/orthe Master Fund Advisor, may enter into a side letter orsimilaragreement with one or more Limited Partners which has the eff^:ct of establishing rights under, oraltering or supplementing the ternis of;this Agreement or of any Subscription Agreement. Theparties hereto agree that any terms contained in a side letter or similar agreement to or with oneor more Limited Partners shall govern with respect to such Limited Partners notwithstanding theprovisions of this Agreement or of any Subscription Agreement, Ifthe General Partner, on itsown behalfor on behalfofthe Partnership, together with any or none of the investment Advisor,the trustee of the Master Fund and/orthe Master Fund Advisor enters into a side letter or similaragreement with a Limited Partner of the Partnership (the "Side Letter LP") after the date hereofthat has the effect of establishing rights or otherwise benefiting such Limited Partner in a mannermore f;Ivorable in any material respectthan the rights and benefits established in favor of anyother Limited Partner, the General Partner, the Investment Advisorand the Master Fund Advisorwill cause any such side letters or similar agreements (or a summary oftenns contained in suchside letters or similar agreements)to be sent to any Limited Partner that has a CapitalCommitment to the Partnership equal to or more than the Side Letter LP (each such LimitedPartner, a "Coinparable LP" and collectively, the "Coinparable LPs") and any suchCoinparable LP will be entitled to the rights and benefits granted under each such side letter orsimilar agreement. Notwithstanding anything else herein to the contrary, each Limited Partner(including without limitation, a Coinparable LP) acknowledges and agrees that it shall not beentitled to any rights or benefits established in favor of(x) any employee or affiliate of theGeneral Partner, (y) any other Limited Partner by reason of the factthat such other LimitedPartner is subject to any laws, rules orregulations to which the Limited Partner is not subject or(z) any investor related to a co-investment in aportfolio company. Except as provided in thisprovision with respectto the Coinparable LPs and except as required by law, the General Partnershall not be required to notify any or all of the Limited Partners of any such side letters orsimilaragreements or any of the rights and/ortemis orprovisionsthereof; nor shall the General PartnerMiscellaneous.oMM us. 72273i23.3 be required to offer such additional and/or differentrights and/ortenns to any or all of the otherLimited Farmers,(b) The General Partner representsthat, pursuant to the Master FundAdvisor's policy, at least fifty percent (509. '0) of the performance lee that would othenvise bepayable to the Master Fund Advisor will be reinvested in the Master Fund and shall remain soinvested for a period ending on December 3 I, 2019. Such reinvestmerit shall be made eitherdirectly or, ifdireci reinvestmerit is subject to regulatory constraints, indirectly through aseparate vehicle or contractual agreement, but on the same economic terms as the directreinvestmerit.(c) The General Partner confirms that it shall hold orwillcause the MasterFund Advisor to hold annual meetings of the Limited Partners, In addition, the General Partnershall cause the representatives of the Investment Advisor (i)to be available to meet with eachLimited Partner no less frequently than on an annual basis in person to review invesimentactivity and perfomiance of the Partnership and (ii) to be available at least one other time duringthe year by conference call to review investment activity of the Partnership.(d) The General Partner confirmsthattbrpurposes of anyprovision of thetrust deed of the Master Fund that calls forthe voting orconsent of the Partnership as a holder ofthe units of the Master Fund, each Limited Partnershall have the number of votes equal to its PTOrata share of the aggregate net asset value of its indirect interest in the Master Fund and thePartnership shall cast its votes in accordance with the votes of the Limited Partners.(e) Except asotherwisedisclosed in the private placement memorandum ofthe Partnership, the Subscription Agreement, this Agreement or any side letter orsimilaragreement entered into pursuant to Section 8.9(a) hereoj the General Partner agrees that theterms of any transactions with its affiliates, including the determination offbes payable inconnection therewith, will be at ann's-length,(f) Ifany Limited Partner objects to anyproposedpaymentofPartnershipexpenses or lees (including* without limitation, management fees or performance foes) allegingthat they have not been calculated in accordance with, or do not qualify for payment under, thetrust deed of the Master Fund, this Agreement or such Limited Partner's side letter or similaragreement entered into pursuantto Section 8.9(a) hereof;the General Partner shall conduct agood faith investigation of such allegation before payment is made and any required contributionby such Limited Partner shall be suspended, without penalty or liability to the Limited Partner,oMM us. 72273iz3.3 until after the General Partner's investigation is completed and the General Partner'sdetermination that the payment is proper has been communicated to the Limited Partner in themanner provided for CallNotices. Ifthe General Partner determines that the proposed paymentis proper and in accordance with the trustdeed of the Master Fund, this Agreement orsuchLimited Partner's side letter or similar agreement entered into pursuant to Section 8.9(a) hereof,and so notifies the Limited Partner, the paymentshall be made and ifpaymentis to be made bycontribution the Limited Partnershall make the payment promptly; provided that any suchpaymentshall riot act as a waiver of any claim such Limited Partner may have againsttheGeneral Partner, the Partnership, or any other person.(g) Consistentwith the General Partner's and its affiliates' fiduciary duties toall Limited Partners, priorto making an investment in any portfolio company, the GeneralPartnershall use commercially reasonable efforts to cause the Master Fund Advisorto considerstructuring such investment in a manner which would minimize any withholding tax imposed byanyjurisdiction other than the United States on any amounts distributable to the Partnership bythe Master Fund and by the Partnership to the Limited Partners and to minimize any tax filingobligations of the Limited Partners in anyjurisdiction other than the United States; providedhowever that in making such determination, the Master Fund Advisor may at alltimes and at itsfull discretion consider the needs of all holders of the Master Fund units taken as a whole.(h) The General Partner agrees that it has a duty of loyalty to the LimitedPartners under the Act, with such express modification as specifically settbrth in thisAgreement, and will not use its position, power, or discretion under this Agreement to realize apersonal gain at the expense of the Limited Partners. Forthe avoidance of doubt, the precedingsentence does notprohibitthe compensation orreimbursement o^ or any other payment to, theGeneral Partner by the Partnership in accordance with the terms of this Agreement.(i) The captions andtitles preceding the textofeach Section hereofshallbedisregarded in the construction of this Agreement.O) This Agreement and the other agreements Tenarredto herein constitute theentire agreement among the Partners with respect to the subject matter hereofand supersede anyprior agreement or understanding among or between them with respect to such subject matter.The representations and warranties of the Limited Partners in, and the other provisions of, theSubscription Agreements shall survive the execution and delivery of this Agreement.OMM us 72273iz33 (k) This Agreement may be executed in any number of counterparts, each ofwhich shall be deemed to be an original hereofand all of which together shall constitute one andthe same instrument.(1) Eachprovision of this Agreementshallbe considered severable and ifforany reason any provision orprovisions hereofare determined to be invalid, unenforceable orillegal under any existing or future law, such invalidity, unenfbrceability or illegality shall notimpairthe operation of oraffbctihose portions of this Agreement which are valid, enforceableand legal.(in) Notwithstanding any other provision of this Agreement to the contrary, theGeneral Partner, in its own name and on behalfofthe Partnership, shall be authorized withoutthe consent of any Person, including any other Partner, to take such action as it detennines in itssole discretion to be necessary or advisable to comply with any anti-money laundering or anti-terrorist laws* rules, regulations, directives or special measures, including the actionscontemplated by the Subscription Agreements.(n) The General Partnershalluse its reasonable besteffortsto avoid anyinvestment in the Partnership by, and to cause the Partnership to avoid transactions with, (1) anyperson appearing on the Specially Designated Nationals and Blocked Persons List of the Officeof Foreign Assets Control in the United States Department of the Treasury, (ii) any other personwith which a transaction is prohibited by Executive Order 13224, the USA PATRIOT Act, theTrading with the Enemy Act orthe foreign asset controlregulations of the United Sates TreasuryDepartment, in each case as amended from time to time, (iii) any person known by thePartnership (after reasonable inquiry)to be controlled by any person described in the foregoingitems (i) or (ii) (with ownership of twenty percent(20%) or more of outstanding voting securitiesbeing presumptiveIy a controlposition), or (iv) any person having its principal place of business,orthe majority of its business operations (measured by revenues) located in any countrydescribed in the foregoing item (ii), For purposes of the foregoing, the Partnership's reliance ona representation orwarranty made by a counterparty at orprior to the time of a Partnershipinvestment or transaction will constitute reasonable inquiry. The term "person"includesgovernments, territories and other political entities.OMM us:72273i23 3 IN WITNESS WHEREOF, the parties hereto haveexecuted this Agreement as of the dayand year first above written.GENERALPARTNER:IFM GLOBAL INFRASTRUCTURE(Us)GP, LLCBName::::^^, SL"^.,,!q- L_, 7.1\Titre^ A+'#^"^'By:Name:I", v1, ~10 :^^..*Pryt~---\Title: A+-#4.1^,,,,,OMM Us:72273123.3ISIGNATURE PAGE To PARTNERSHIP AGREEMENT FOR IFM GLOBAL INFRASTRUCTURE (us), L. PI LIMITEDPARTNERS:Each of the Persons admitted to the Partnership asLimited Partners, as from the time set forth in theSchedule of Partners, pursuantto powers of attorneyexecuted by such Persons in favor of; and deliveredto, the undersigned attorney-in-toctBy: IFM Global infrastructure (Us) GP, LLC, asattorney-in-factBy:Name:<::1'2^,, SJ\,-, IQ A_11*.^Titre^ 11+"'^:^By:Name: 7"'!,, I, ,,,,Title^ A++=-*/'I^:y'oMM us. 72273i23.3ISIGNATURE PAGE To PARTNERSHIPAGREEMENTFOR IFMGLOBAL INFRASTRUCTURE(us), L. PII*.-, 0. -" IFM Global Infrastructure (US), L.P. Private Placement Memorandum A Delaware Limited Partnership General Partner: IFM Global Infrastructure (US), L.P. Issued: January 2014 CONFIDENTIAL Copy No: 2 This document is the Private Placement Memorandum (“Memorandum”) for IFM Global Infrastructure (US), L.P. (the “Partnership”). The Partnership is designed for institutional investors seeking to invest in the infrastructure asset class. The Partnership makes its investments by acquiring units in IFM Global Infrastructure Fund (the “Master Fund”). The Master Fund makes investments into infrastructure assets and companies located principally in Europe and the Americas. As at June 30, 2013, IFM Investors’ global infrastructure funds under management1 totaled $8.0 billion. IFM Investors Pty Ltd (the “Advisor” or “IFM Investors”) and its affiliates are seeking additional capital commitments (“Capital Commitments”) to the Master Fund. 1. This is the sum of all IFM Investors global infrastructure feeder vehicles’ net asset values of drawn commitments plus undrawn commitments. New York 99 Park Avenue 19th Floor New York, NY 10016 United States of America Tel: +1 212 575 1055 Fax: +1 212 575 8738 London 3rd Floor 60 Gresham Street London EC2V 7BB United Kingdom Tel: +44 20 7448 9600 Fax: +44 20 7448 9640 Berlin Eichenstraße 3A 12435 Berlin Germany Tel: +49 (0)30 5150 3802 Fax: +49 (0)30 5150 3803 Melbourne Casselden Level 29, 2 Lonsdale Street Melbourne VIC 3000 Australia Tel: +61 3 8672 5300 Fax: +61 3 8672 5301 Sydney Level 2 50 Pitt Street Sydney NSW 2000 Australia Tel: +61 2 8076 5200 Fax: +61 2 8076 5201 3 This Private Placement Memorandum must be read together with the amended and restated Limited Partnership Agreement (the “Partnership Agreement”) of IFM Global Infrastructure (US), L.P. (the “Partnership”), the Trust Deed of IFM Global Infrastructure Fund, as amended or supplemented from time to time (the “Trust Deed”), and the Advisory and Administration Deed (between the trustee of IFM Global Infrastructure Fund and IFM Investors Pty Ltd). This Private Placement Memorandum has been prepared solely for, and is being delivered on a confidential basis to, prospective investors considering the purchase of interests in the Partnership. Neither the Partnership nor the interests therein (the “Interests”) have been or will be registered under the US Securities Act of 1933, as amended, the US Investment Company Act of 1940, as amended, or the securities laws of any of the states of the United States or of any non-US jurisdiction. The offering contemplated by this Private Placement Memorandum will be made in reliance upon an exemption from the registration requirements of the US Securities Act of 1933, as amended, for offers and sales of securities which do not involve any public offering, and analogous exemptions under state and non-US securities laws. This Private Placement Memorandum shall not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of Interests in the Partnership in any jurisdiction in which such offer, solicitation or sale is not authorized or to any person to whom it is unlawful to make such offer, solicitation or sale. These securities have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Private Placement Memorandum. Any representation to the contrary is a criminal offense. These securities are subject to restrictions on transferability and resale and may not be transferred or resold, except as permitted under the US Securities Act of 1933, as amended, and the applicable state and non-US securities laws, pursuant to registration or an exemption there from, and may not be sold or otherwise transferred, except in accordance with the requirements and conditions set out in this Private Placement Memorandum. Investors should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time. This Private Placement Memorandum is intended solely for the use of the person to whom it has been delivered by, or on behalf of, the Partnership, for the purpose of evaluating a possible investment by such person in the Interests described herein, and is not to be reproduced or distributed to any other persons (other than professional advisers of the prospective investor receiving this Private Placement Memorandum). Each person accepting delivery of this Private Placement Memorandum agrees to the foregoing and to return this Private Placement Memorandum promptly upon request. In making an investment decision, prospective investors must rely on their own examination of the Partnership and the terms of the offering, including the merits and risks involved. All references to “$” in this Private Placement Memorandum are to United States dollars, unless otherwise specified. Important Notice 4 Prospective investors are urged to carefully read in their entirety the Partnership Agreement, the Trust Deed, the Advisory and Administration Deed, this Private Placement Memorandum, including, among other things, the sections describing the organization, investment objectives and policies of, and the risks and expenses of an investment in, the Partnership. This Private Placement Memorandum is qualified in its entirety by the Partnership Agreement, the Trust Deed and the Advisory and Administration Deed. In considering an investment in the Partnership, prospective investors may rely only on the information provided in this Private Placement Memorandum, the Partnership Agreement, the Trust Deed and the Advisory and Administration Deed. No person has been authorized to make any representations concerning the Partnership which are inconsistent with those contained in this Private Placement Memorandum. In considering an investment in the Partnership, an investor may not rely upon any oral or written statements of any employee, officer or other personnel of IFM Global Infrastructure (US) GP, LLC, IFM Investors (US) Advisor, LLC, IFM Investors Pty Ltd, any placement agent, any affiliate of the foregoing, or any other person. The contents of this Private Placement Memorandum should not be considered to be legal, tax or financial advice. Each prospective investor should consult with and rely upon its own advisers concerning the legal, tax, financial and other considerations relevant to the suitability of an investment in the Partnership or the investor’s decision to remain an investor in the Partnership. It is the responsibility of each prospective investor to ensure that the investor’s investment in the Partnership is consistent with the investment purposes, objectives, and cash flow requirements of the investor and will not adversely affect the investor’s overall need for diversification and liquidity. The information contained in this Private Placement Memorandum is being furnished on a confidential basis to prospective investors, and may not be provided to anyone who is not directly concerned with an investor’s decision regarding such investment. Each person accepting delivery of this Private Placement Memorandum agrees to the foregoing and to return this Private Placement Memorandum promptly upon request. Notwithstanding the foregoing, investors (and each employee, representative or other agent of investors) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analysis) that are provided to investors relating to such tax treatment and tax structure, provided, that no person may disclose the name of or identifying information with respect to any party identified herein or any pricing terms or other non-public business or financial information that is unrelated to such tax treatment or tax structure of such transactions. Pursuant to US Treasury Circular 230, investors are hereby advised that: (i) any discussion of US federal tax issues addressed in this Private Placement Memorandum is not intended or written to be used, and it cannot be used, for the purpose of avoiding penalties that the US Internal Revenue Service may attempt to impose on an investor; (ii) the advice was written to support the promotion or marketing of the matter(s) addressed herein; and (iii) investors should seek advice based on their particular circumstances from an independent tax adviser. 5 Contents Overview 6 Summary of Principal Terms 9 Description of Portfolio Investments 12 Investment Summaries 14 Performance Overview 22 IFM Investors Background 25 Infrastructure Market 28 Investment Strategy 31 Investment Process, Asset Management and Valuations 33 IFM Investors Management 41 Principal Terms 49 Advisory and Administration Deed 63 Risk Factors 66 Conflicts of Interest 79 Subscription, Withdrawal and Pre-emption Rights 81 Other Provisions of the Partnership Agreement 91 Certain US Federal Income Tax Considerations 95 Certain Additional Tax Considerations 106 ERISA Considerations 107 Privacy Policy 109 Notice 110 Appendix 111 6 Overview IFM Global Infrastructure (US), L.P. (the “Partnership”) offers institutional investors access to a seasoned, diversified, growing portfolio of core infrastructure investments. The Partnership invests by acquiring units in IFM Global Infrastructure Fund (the “Master Fund”). The Master Fund Advisor is IFM Investors Pty Ltd (“IFM Investors”), one of the largest infrastructure investors in the world with a strong investment track record in this asset class. As of June 30, 2013, IFM Investors managed or advised over $14.3 billion in infrastructure equity for underlying investors with total assets being advised or under management of $42 billion across four asset classes. The Master Fund invests in core infrastructure assets in countries with established regulatory environments and strong rule-of-law. IFM Investors seeks to invest in assets with strong market positions, predictable regulatory environments, high barriers to entry, limited demand elasticity and long lives. The Master Fund has a target portfolio return of at least 10% per annum over rolling three-year periods2. Investors in the Partnership benefit from: • an independent manager strongly aligned with its investors; • experienced global team of infrastructure specialists; • 18-year track record in infrastructure with a seasoned, growing portfolio of assets; • strong deal flow, rigorous investment process and active asset management; • responsible, long-term investing; and • an open-end fund structure suited to long-lived assets. An independent manager strongly aligned with its investors IFM Investors is owned by 30 Australian pension funds creating a strong alignment of interests with its investors. This underpins the Advisor’s long-term investment objectives and its absolute focus on investment returns. IFM Investors continues to diversify and grow its funds with like-minded institutional investors who achieve scale benefits through their collective investment. Experienced, global team of infrastructure specialists IFM Investors’ global team of infrastructure specialists offers deep experience in private sector funding of infrastructure with specific expertise in operations, deal structuring, project finance and portfolio management. The team has demonstrated experience managing assets through complete business cycles, management transitions and regulatory reviews. The team is culturally diverse, and its members are fluent in a range of languages. All of these attributes have served the Advisor well in the execution of the Master Fund’s global investment program. 2. Net of advisory fees, any performance fees, allocable expenses and investment-level taxes. 7 18-year track record in infrastructure with a seasoned, growing portfolio of assets IFM Investors has an 18-year track record of successful investment management in the infrastructure asset class. Across the infrastructure funds managed or advised by IFM Investors, it manages 27 infrastructure assets with 36 board seats. Infrastructure investments are diversified by sub-sector and geographically. IFM Investors’ infrastructure funds have delivered attractive, consistent investment performance through multiple cycles. The Master Fund, through its predecessor fund, began investing in Europe and North America in 2004. In January 2009, the Master Fund opened to non-Australian investors, and since that time the portfolio has generated a 10.4%3 net IRR. As of June 30, 2013, the Master Fund was invested in eight portfolio companies. IFM Investors’ global infrastructure funds under management4 at this date was $8.0 billion. IFM Investors also manages IFM Australian Infrastructure Fund. Since its inception in 1995, this fund has generated a net IRR of 10.5%5. As of June 30, 2013, the fund was invested in 19 Australian portfolio companies and had funds under management of $6.3 billion6. Note: Past performance may not necessarily be indicative of future results. Please refer to the "Performance Overview" section of this Memorandum. Strong deal flow, rigorous investment process and active asset management IFM Investors has the capacity and ability to deploy large sums of capital and is able to leverage its reputation, scale and strong global network into a consistently strong pipeline of acquisition opportunities. Investment decision making is supported by a rigorous investment process and a disciplined and comprehensive approach to risk management, while proactive asset management is designed to optimize long-term value. More specifically, IFM Investors interacts with portfolio company management teams to drive improvements through the application of our team’s expertise in industry, operations, regulatory/policy and finance. IFM Investors’ track record of strong returns demonstrates the team’s success in delivering long-term value to portfolio companies. Note: Past performance may not necessarily be indicative of future results. Please refer to the "Performance Overview" section of this Memorandum. Responsible, long-term investing IFM Investors focuses on the responsible long-term ownership of essential community assets. Consideration of environment, social and governance factors is embedded in IFM Investors’ investment processes and its approach to asset management. IFM Investors has been a signatory to the United Nations backed Principles for Responsible Investment (“PRI”) since 2008 and chairs the PRI Infrastructure Steering Committee. 3. Net IRR is computed using actual cash flows and the net asset value. Net IRR is for IFM Global Infrastructure Fund (US) LP and is net of fees and expenses (including project level tax) in US dollars. The Net IRR is as at June 30, 2013, with an inception date of January 6, 2009. 4. This is the sum of all global infrastructure Feeder Vehicles’ net asset values plus undrawn commitments. 5. Net IRR is computed using actual cash flows and the net asset value. Net IRR for IFM Australian Infrastructure Fund is net of fees and expenses (including Australian taxes) in Australian dollars. The Net IRR is as at June 30, 2013, with an inception date of August 1, 1995. 6. This is the sum of IFM Australian Infrastructure Fund’s net asset value plus undrawn commitments. 8 Open-end fund structure, suited to long-lived assets The open-end structure of the Master Fund means that investors in the Partnership gain exposure to a diversified, known portfolio of assets accumulated over many vintage years with a reduced J-curve effect on returns. This structure suits the long lives of the Master Fund’s underlying investments and the long-term liability profiles of pension funds and the Partnership’s other institutional investors. It allows IFM Investors to invest deliberately and patiently without being constrained by artificial buying and selling deadlines, buying assets when attractive opportunities are sourced and selling them when disposal is justified by a given asset’s investment case. Important notice This overview does not purport to be complete and is qualified by the detailed information appearing elsewhere in this Private Placement Memorandum, the Limited Partnership Agreement of IFM Global Infrastructure (US), L.P., the Trust Deed of IFM Global Infrastructure Fund, and the Advisory and Administration Deed (between the trustee of IFM Global Infrastructure Fund and IFM Investors Pty Ltd). 9 Summary of Principal Terms The following summary does not purport to be complete and is qualified in its entirety by the detailed information contained in the “Principal Terms” section or elsewhere in this Memorandum. The Partnership IFM Global Infrastructure (US), L.P., a Delaware limited partnership which invests in the Master Fund. The Master Fund IFM Global Infrastructure Fund (the “Master Fund”), a Cayman master unit trust, holds the underlying infrastructure investments. Investment Adviser IFM Investors (US) Advisor, LLC, a limited-liability company organized under the laws of the State of Delaware. Investment objective The Master Fund aims to construct a diversified portfolio of core infrastructure investments with the following characteristics: • strong market positions; • high barriers to entry; • limited demand elasticity; • long lives; and • typically an inherent link to inflation. Target investments are principally in brownfield assets. The Master Fund has a primary focus on Europe and the Americas. Target countries will have established regulatory environments and strong rule-of-law. The Master Fund actively safeguards and manages its investments by taking equity stakes that ensure significant oversight measures, minority control or overall control. The Master Fund takes a deliberately prudent and conservative approach toward leverage. Target fund returns The Partnership aims to acquire and maintain, through the Master Fund, a diversified portfolio of global infrastructure investments with a target portfolio return of at least 10% per annum (net of advisory fees, any Performance Fees (both as defined below), allocable expenses and investment-level taxes) over rolling three-year periods. The portfolio cash yield target for the assets is 6–8% per annum over the long term. Limited Partners may elect to re-invest distributions or receive a cash yield. There can be no assurance that the return objectives of the Partnership will be achieved. 10 Minimum commitment $10 million. Fund term The Master Fund and the Partnership are open-ended. Closings Generally, Limited Partners may commit to the Partnership at quarter-end, but the General Partner may accept commitments at other times or reject commitments in its absolute discretion. Redemptions Formal Redemption Policy in place (refer to the "Subscription, Withdrawal and Pre-emption Rights" section of this Memorandum). Portfolio company valuations Quarterly independent valuations conducted for all portfolio companies. Management Fee There are no fees on undrawn capital. As at the date of this Memorandum, the Management Fee on drawn capital is: • 0.97% per annum of the Limited Partner’s share of net asset value (“NAV”)7 up to, but not including, $300 million; • 0.85% per annum of the total amount of the Limited Partner’s share of NAV equal to or exceeding $300 million. 7. The Partnership’s net asset value (NAV) is calculated by deducting the value of the liabilities referable to the Partnership from the value of gross assets referable to the Partnership. 11 Performance Fee The Partnership’s performance fee (“Performance Fee”) can be summarized as follows: • 20% of the net realized and unrealized appreciation in the NAV of the Interests in the Partnership, in excess of a threshold return of 8% per annum (net of Management Fees), calculated over rolling three-year periods; • No catch-up; • Paid annually on December 31 each year; • 50% held back each year to offset any return deficit in the subsequent year. Refer to the Appendix for an example of the Performance Fee calculation methodology. Other fees and expenses No incremental transaction, monitoring, financing, consulting fees, or other similar fees. Fund establishment costs shared among Limited Partners and amortized over 60 months. Fund establishment costs were charged to the Partnership at time of first drawdown and have been amortized over five years, from April 2009 to March 2014. Base currency The Partnership and the Master Fund are denominated in United States dollars. 12 Description of Portfolio Investments Portfolio characteristics The Master Fund owned eight investments as of June 30, 2013, with a net asset value totaling $5.4 billion. The investments are diversified across sub-sectors and geographies, as illustrated below. Sector allocations of the Master Fund by net asset value Pipelines & Related Infrastructure Electricty Tr ansmission & Distribution Steam & Hot Water Supply 13.8% 9.2% 28.9% 14.1% 8.4% 14.8% 10.8% Water & Wastewater Airports Te lecommunications Electricity Generation Geographic allocations of the Master Fund by net asset value Germany US Poland UK52.5% 8.1% 8.6% 30.9% 13 Portfolio summary The table below summarizes the Master Fund’s investments at June 30, 2013. Investments Country Year acquired Invested capital(1)(2) ($ million) Sub-sector Ownership (%) 50Hertz Transmission Germany 2010 236.5 Electricity Transmission 40.0 Anglian Water Group UK 2006 630.6 Water and Wastewater 19.8 Arqiva Limited UK 2004 558.0 Communications Infrastructure 14.8 Colonial Pipeline Company US 2007 426.2 Pipeline 15.8 Dalkia Polska(3)Poland 2010 249.1 Steam and Hot Water Supply 40.0 Duquesne Light Holdings US 2006 327.2 Electricity Transmission and Distribution 25.2 Essential Power LLC US 2008 922.4 Electricity Generation 100.0 Manchester Airports Group UK 2013 1,354.9 Airports 35.5 End notes: (1) “Invested capital” represents total capital invested in the assets of the Master Fund as at June 30, 2013. (2) Converted at relevant historical spot exchange rates. (3) Original investment through Dalkia Łódź in Poland in 2006. Additional investments in Dalkia Polska in 2010 and SPEC in 2011. There can be no assurance that the specified investments will continue at similar levels or that recommendations made in the future will be profitable or will equal the performance of the investments on this list. The content of the table above should not be relied upon in making an investment decision. 14 Investment Summaries 50Hertz Transmission Sub-sector Electricity Transmission Business description • One of four German electricity transmission system operators. • Owns and operates Germany’s second-largest electricity transmission system (by grid size), comprising around 9,800 km (6,091 miles) of high-voltage overhead lines. • Covers a population of approximately 18 million over seven Federal States (including Berlin) in eastern Germany as well as the City of Hamburg, representing around 20% of German GDP. • Control area is the leading European region for ‘green electricity’ flows from wind and solar generation. • 50Hertz’s role also comprises the management of electricity from renewable energy sources and combined heat and power. Investment thesis • Natural monopoly, 100% regulated, and part of the backbone of Germany’s electricity infrastructure. • Exposed to maturing incentive-based regulatory framework allowing a fair return on investment. • Relatively young asset base and high reliability. • Experienced management team and highly skilled work force with an average company affiliation of 19.5 years. • Future growth from additional connections to new power-generation facilities including multiple offshore wind projects. • Strategic partnership with Elia, the Belgian transmission system operator, providing additional operational expertise. 15 Anglian Water Group Sub-sector Water and Wastewater Business description • Fourth-largest water supply and sewerage company in England and Wales by regulated capital value. • Provides water and wastewater services to approximately 4.3 and 5.5 million people in England and Wales, respectively. • Operates as a quasi-regional monopoly and is regulated by the Water Services Regulation Authority (“Ofwat”). • Owns AWG Property, a property management business. Investment thesis • Well-managed, top-quartile water and wastewater company. • Exposure to the regulated UK water sector, which has a track record of stable regulation. • Historically proven to be very resilient to changes in the economic cycle. • Growth in demand forecast from new housing developments. • Growth opportunities from new capital expenditure requirements. 16 Arqiva Sub-sector Communications Infrastructure Business description • Owner and operator of broadcast and wireless communications infrastructure in the UK. • Business lines include the UK digital TV transmission towers monopoly, satellite and fiber infrastructure for media, and wireless sites for mobile operators. • Customers include television networks, radio broadcasters, public safety organizations and mobile wireless operators. Investment thesis • A major provider of communications infrastructure in the UK with nationwide signal coverage through 1,500 active sites. • Customer base comprises over 1,000 organizations with a significant portion of revenues under long-term contracts. • Mature regulatory framework presided over by the regulator for the UK telecommunications industries (Ofcom), provides a balance between end users and incentives for service providers. • Potential for further growth opportunities. 17 Colonial Pipeline Company Sub-sector Pipelines and Related Infrastructure Business description • Operates the largest refined petroleum products pipeline in the US. Petroleum products include gasoline, diesel fuel, aviation fuel and home heating oil. • Connects the Texas and Louisiana Gulf Coast refining region to major consumer markets in south-eastern US and along the Atlantic eastern seaboard as far north as the New York area. Pipeline network extends 5,600 miles. • Transports in excess of two million barrels per day, representing approximately 45% of all refined liquid petroleum products consumed in the East Coast of the US. Investment thesis • Essential infrastructure to the US economy. • Long operating history since 1963. • No commodity price exposure as Colonial Pipeline transports, but does not purchase, refined products. • Monopoly characteristics with limited competition over its geographical footprint. • Regulated operations with approximately 70% of transportation revenues based on Federal Energy Regulatory Commission (“FERC”) regulated tariffs. • Strategic industry partners – Koch Industries (A+/Aa3) and Shell (AA/Aa1). Approximately 24% of revenue driven by shareholder operations and demand. 18 Dalkia Polska Sub-sector Steam and Hot Water Supply Business description • Owner and operator of 2,088 miles of heating networks, seven combined heat and power plants, 358 heating installations, 16 steam turbines and 360 cooling installations in Poland. • Generates and supplies heat to 1.4 million households through its subsidiaries SPEC, Dalkia Łódź, Dalkia Poznan and Dalkia Term. • Total thermal capacity of 4,782 megawatts (MW) and power capacity of 802 MW. Investment thesis • Opportunity to participate in a high-growth economy and a recent member of the European Union. • Essential business, with approximately 70% of revenues regulated. • Co-investment partner, Dalkia, is a district heating provider with operational management experience and plant optimization expertise. • Strong platform for growth and further relationship opportunities with Veolia, parent company of Dalkia. 19 Duquesne Light Holdings Sub-sector Electricity Transmission and Distribution Business description • Energy services company engaged in the supply, transmission and distribution of electricity. • Provides service to approximately 589,000 direct customers in south-western Pennsylvania, an area spanning approximately 817 square miles, including the City of Pittsburgh. • Company comprises primarily of a regulated transmission and distribution utility, which under Pennsylvanian law also acts as the provider of last resort of electricity for customers in its coverage area that have not chosen an alternative generation supplier. • In addition, Duquesne Light: - Operates an unregulated business supplying power to large commercial and industrial customers. - Owns, operates and maintains a high-speed, fiber-based metropolitan network in and around the City of Pittsburgh, and leases fiber from the network to commercial, industrial, governmental and academic customers. - Maintains a 3% interest in two base-load generating power plants equivalent to 108 MW of capacity. Investment thesis • More than 85% of EBITDA is derived from the regulated utility Duquesne Light Company, which falls under the jurisdiction of Pennsylvania Public Utilities Commission and FERC for distribution and transmission-related services. • Long operating history since 1903. 20 Essential Power Sub-sector Electricity Generation Business description • Portfolio of primarily gas-fired and hydro-electricity generating plants totaling 1,706 MW of capacity. • The six power stations and eight smaller projects are a mix of combined-cycle gas turbines (intermediate), simple-cycle gas turbines (peaking), turbines with blackstart capabilities, and smaller run-of-river hydro facilities. • The power stations are located in the north-east region of the US in the states of New Hampshire, Massachusetts, New Jersey and Maryland and participate in the ISO New England (“ISO-NE”) and the PJM Interconnection (“PJM”) competitive wholesale electricity markets. Investment thesis • The Essential Power portfolio is a well-located, modern power-generation portfolio that is well positioned for future environmental regulation and increased introduction of intermittent renewable power. • Assets are located in the north-east along the Atlantic coast near high population centers (end-user demand) with meaningful transmission constraints. • 75% of the plants are less than 12 years old with an average life expectancy of 40 years. • The gas-fired and hydro portfolio is expected to benefit from increasing emission/ environmental regulation. • Essential Power’s mix of intermediate and peaking capacity is well positioned for increasing intermittent renewable energy and the need for responsive power for grid stability. • ISO-NE and PJM are highly structured markets that allow market participants to earn revenues from both energy and capacity sales. • A combination of tolling and power purchase agreements, financial hedges and the ability to sell capacity three years in advance provides Essential Power certainty in many of the main components of its revenues. 21 Manchester Airports Group (MAG) Sub-sector Airports Business description • Owns and operates four airports in the UK: Stansted, Manchester, East Midlands and Bournemouth. • Second-largest airport operator in the UK with approximately 42 million passengers annually and around 19% share of the UK passenger market. • Manchester Airport and Stansted Airport are the UK’s third and Fourth-largest airports respectively. Investment thesis • Attractive portfolio of airport assets with a diverse airline, revenue and passenger mix. • Attractively valued acquisition with relatively low gearing. • IFM Investors has a strong governance position with 50% voting rights. 22 Performance Overview The following pages contain performance and other related information in respect of the Master Fund’s investments as at December 31, 2012 (using exchange rates as of close of business on December 31, 2012, unless otherwise noted). The minimum rate of return objective for individual investments will be commensurate with the risk profile of the investment. Annual returns from investments are anticipated to comprise both cash yield and capital growth. There can be no assurance that the Partnership will achieve its return objectives. In addition, the investments of the Master Fund are not intended to be hedged against any currency fluctuations and, as such, the returns of the Master Fund and the Partnership will be affected by currency fluctuations. Past performance may not necessarily be indicative of future results. Performance IFM Investors has an 18-year track record of successful investment management in the infrastructure asset class. As the data on the following pages show, IFM Investors’ infrastructure funds have generated strong net returns, including cash yields. IFM Investors’ track record includes all 47 of the infrastructure investments it (and its predecessors) has made since 1994, totaling $9.2 billion (at cost). As at June 30, 2013, IFM Investors had fully divested 20 of these assets and retained interests in 27. IFM Investors has managed these investments in two funds, the Master Fund and IFM Australian Infrastructure Portfolio8 . Valuations of portfolio companies are conducted by external valuation firms on a quarterly basis. Please refer to section “IFM Investors Background” for a structure diagram of the Master Fund and its Feeder Vehicles. The Partnership was formed in 2008 and first admitted investors in January 2009. Net internal rate of return9 The Partnership has generated a 10.4% net IRR10 since inception (as at June 30, 2013). The Partnership’s net IRR for the years ending December 31 are presented in the table below. Net IRRs for the year ending December 31 2009 (%)2010 (%)2011 (%)2012 (%) IFM Global Infrastructure Fund (US), L.P.5.7 11.2 9.9 10.3 Time-weighted returns The Partnership’s time-weighted returns as at December 31, 2012 are presented in the table below. Time-weighted returns as at December 31 1 year (% p.a) 2 year (% p.a) 3 year (% p.a) Since inception (% p.a) IFM Global Infrastructure Fund (US), L.P.11.3 9.6 10.4 9.1 8. Refers to the IFM Infrastructure Funds – IFM Australian Infrastructure Fund and IFM Australian Infrastructure Wholesale Funds. 9. Net IRR is a single number that measures the performance of the Master Fund since inception by taking into account all investor drawdowns and the fund’s net asset value as at the calculation date. It is net of fees and expenses (including investment-level taxes). 10. Net IRR for the Partnership is net of fees and expenses (including investment-level taxes) in US dollars, as at June 30, 2013, inception date is January 6, 2009. 23 Cash yields11 The Master Fund has generated an annual average gross cash yield of 4.7%12p.a. since inception (as at June 30, 2013). The gross annual cash yield for the years ending December 31, are presented in the table below. Gross annual cash yield for year ending December 31 2005 (%)2006 (%)2007 (%)2008 (%)2009 (%)2010 (%)2011 (%)2012 (%) Master Fund (1)4.6 2.2 4.5 6.4 2.2 5.9 4.7 3.9 (1) Including Predecessor Fund. Please refer to section “IFM Investors Background” for information on the Predecessor Fund. Feeder vehicle returns The chart below shows the performance since inception of two Feeder Vehicles, IFM Global Infrastructure (US), L.P. and IFM Infrastructure Funds. Please refer to section “IFM Investors Background” for a structure diagram of the Master Fund and its Feeder Vehicles13. 50 100 150 200 250 Dec-12Sep-12Jun-12Mar-12Dec-11Sep-11Jun-11Mar-11Dec-10Sep-10Jun-10Mar-10Dec-09Sep-09Jun-09Mar-09Dec-08Sep-08Jun-08Mar-08Dec-07Sep-07Jun-07Mar-07Dec-06Sep-06Jun-06Mar-06Dec-05Sep-05Jun-05Mar-05Dec-04 Dec-12Sep-12Jun-12Mar-12Dec-11Sep-11Jun-11Mar-11Dec-10Sep-10Jun-10Mar-10Dec-09Sep-09Jun-09Mar-09Dec-08Sep-08Jun-08Mar-08Dec-07Sep-07Jun-07Mar-07Dec-06Sep-06Jun-06Mar-06Dec-05Sep-05Jun-05Mar-05Dec-04IFM Infrastructure Funds (Australian feeder, AUD, hedged, post tax and fees) Net IRR 10.3% IFM Global Infrastructure Fund Performance IFM Global Infrastructure (US), L.P. (US Feeder, USD un-hedged, post fees) Net IRR 5.6%Value of 100 investedReturns as at December 31, 2012. 11. Cash yield measures the aggregate distributions from portfolio companies to the fund (excluding return on fund cash, weighted on an equity value basis). They do not represent cash flows to investors. Note: aggregated yields have been calculated in US dollars at the applicable transaction/distribution date. 12. Cash yield as at June 30, 2013, the Predecessor Fund’s inception date is December 1, 2004. 13. Not all Feeder Vehicles have been represented due to the limited investment history of these feeders. 24 Portfolio company operating performance Within the Master Fund, the majority of value has been created through EBITDA growth, driven by strong operational performance. This growth was achieved by investing in high-quality infrastructure assets, proactively supporting strong management teams and applying prudent capital structures. Most of the portfolio companies have achieved a stable increase in EBITDA since acquisition, including through the financial crisis. The chart below shows the growth in EBITDA. IFM Global Infrastructure Fund - EBITDA Performance (First-year data for each asset reset to common base of 100) 0 80 160 240 320 400 2012201120102009200820072006 Arqiva Anglian Water Group Dalkia Polska(1)Duquesne Light Holdings Colonial Pipeline Company Essential Power50Hertz(2)EBITDA reset to 100 1) IFM Investors originally invested in the subsidiary Dalkia Łódź i n 2006, followed by Dalkia Polska in 2010. Historic performance shown includes Dalkia Polska pre-2011 (not Dalkia Łódź) and is for illustrative effect. 2) 50Hertz Transmission was acquired in 2010, historic performance is shown for illustrative effect. 50Hertz Transmission’s 2011 result was mainly due to base year optimization of expenses and adjustments for one-off items relating to 2010. The strong Master Fund returns, driven by steady and improving portfolio company operating performance, illustrate the positive effect of highly selective investing and proactive asset management . 25 IFM Investors Background History IFM Investors is a leading global infrastructure investment manager with an 18-year track record of investing in the infrastructure asset class. IFM Investors was one of the earliest investors in Australian infrastructure and has contributed to the overall evolution of the infrastructure market. IFM Investors was created to meet the needs of Australian pension funds for access to innovative investment strategies and strong investment performance at competitive cost. The firm’s history dates back to 1990 with the formation of the Development Australia Fund, a fund created by Australian pension funds to invest in growing Australian private and public companies and infrastructure. IFM Investors launched IFM Australian Infrastructure Fund in 1995 to provide Australian pension funds with diversified exposure to Australian infrastructure investments. In 2004, IFM Investors launched the IFM (International Infrastructure) Wholesale Trust (“Predecessor Fund”) to invest in opportunities in international infrastructure. In 2008, the Predecessor Fund was restructured to form the Master Fund as an investment vehicle for global investors to participate in the underlying portfolio of assets through the Feeder Vehicles (as defined below), including the Partnership. The following provides additional detail on the Partnership, the Master Fund and the Advisor. The Partnership IFM Global Infrastructure (US), L.P. (the “Partnership”) is a limited partnership organized under the laws of the State of Delaware to acquire and maintain, through the Master Fund, a diversified portfolio of infrastructure investments with a target portfolio return of at least 10% per annum (net of advisory fees, any Performance Fees, allocable expenses and investment-level taxes) over a rolling three-year period. The Partnership was formed in 2008 and first admitted investors in January 2009. The Partnership seeks to achieve its objective by investing all or substantially all of its assets in IFM Global Infrastructure Fund (the “Master Fund”), a multi-series unit trust organized under the Trust Law (Revised) of the Cayman Islands in December 2007. The general partner of the Partnership is IFM Global Infrastructure (US) GP, LLC, a limited-liability company organized under the laws of the State of Delaware in August 2007 (the “General Partner”). The Advisor, IFM Investors Pty Ltd, is a company organized under the laws of Australia. The Advisor is an investment management company that provides investment advisory services to the Master Fund. The investment adviser to the Partnership is IFM Investors (US) Advisor, LLC, a limited-liability company organized under the laws of the State of Delaware in August 2007 (the “Investment Adviser”). The Investment Adviser is registered as an investment adviser under the US Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Investment Adviser and the General Partner are each indirect wholly owned subsidiaries of IFM Investors Pty Ltd, a company organized under the laws of Australia in March 2004 (the “Advisor” or “IFM Investors”). The Advisor is an investment management company that provides investment advisory services to the Master Fund. The Advisor files reports under the Advisers Act as an exempt reporting adviser. 26 The Master Fund The Master Fund is the successor to the portfolio assets and related liabilities of the Predecessor Fund, a unit trust organized under the laws of the State of New South Wales, Australia. The Master Fund’s current portfolio of assets is described in the “Description of Portfolio Investments.” The Master Fund will make new investments as described in the “Investment Strategy” section. In addition to the Partnership, the following feeder vehicles (the “Feeder Vehicles”) are expected to invest in the Master Fund as at the date of publication of this Memorandum. • IFM Infrastructure Funds (“IFM PST”) (a unit trust organized under the laws of the State of New South Wales, Australia); • IFM International Infrastructure Wholesale Fund (“II WF”) (a unit trust organized under the laws of the State of New South Wales, Australia); • IFM Global Infrastructure (UK), L.P. (“UK LP”) (a limited partnership organized under the laws of England); • IFM Global Infrastructure (Offshore), L.P. (“Offshore LP”) (an exempted limited partnership organized under the laws of the Cayman Islands); • IFM Global Infrastructure (US) I-A, L.P. (“US I-A LP”) (a limited partnership organized under the laws of the state of Delaware); • IFM Global Infrastructure (Canada), L.P. (“CDN LP”) (a limited partnership organized under the laws of Ontario); and • IFM Global Infrastructure (Canada) I-A, L.P. (“CDN I-A LP”) (a limited partnership organized under the laws of Ontario). Such Feeder Vehicles may invest in different classes of units of the Master Fund with different underlying investment compositions and different terms and conditions, including, without limitation, different advisory and other fees. Other Feeder Vehicles may be formed to allow other investors to participate in the Master Fund. IFM PST II WF UK LP Offshore LP Master Fund Portfolio Companies US I-A LP US LP CDN LP CDN I-A LP 27 The Advisor Simplified IFM Investors Group Corporate Structure Australian Pension Funds Industry Super Holdings Pty Ltd IFM Investors Pty Ltd IFM Investors (US), LLC IFM Global Infrastructure (US) GP, LLC IFM Investors (US) Advisor, LLC IFM Global Infrastructure (US) GP, LLC – “General Partner” The General Partner is a limited-liability company organized under the laws of the State of Delaware in August 2007. The General Partner is a wholly owned subsidiary of IFM Investors (US), LLC, a limited- liability company organized under the laws of the State of Delaware in November 2006, which in turn is a wholly owned subsidiary of the Advisor. IFM Investors (US) Advisor, LLC – “Investment Adviser” The Investment Adviser is a limited-liability company organized under the laws of the State of Delaware in August 2007. The Investment Adviser is a wholly owned subsidiary of IFM Investors (US), LLC, a limited- liability company organized under the laws of the State of Delaware in November 2006, which in turn is a wholly owned subsidiary of the Advisor. The Investment Adviser is registered as an investment adviser under the Advisers Act. IFM Investors Pty Ltd – “Advisor” The Advisor is an investment management company specializing in the management of investment products across the private equity, infrastructure, debt investments and listed equity sectors. The Advisor provides investment advisory services to the Master Fund. The Advisor files reports under the Advisers Act as an exempt reporting adviser. 28 Infrastructure Market Investment opportunity IFM Investors believes that infrastructure investments represent an attractive asset class for the reasons outlined below. Monopolistic features: Infrastructure assets often exhibit monopolistic features in the service that they provide, either through regulatory based controls and/or high barriers to entry. The extent to which an asset displays monopolistic features varies. For example, a regulated water utility can be protected from new competitors by law; a toll road may, however, be open to competition from other roads and modes of transport (rail, air, sea). The effects of competition are often mitigated by the high barriers to entry in constructing and duplicating existing infrastructure assets. Predictable and stable cash flows: Infrastructure assets generally exhibit a predictable and stable cash generation profile. Due to the essential nature of services provided, infrastructure assets typically earn revenues based on pre-determined regulated rates of return and/or inflation-linked price increases. Inflation hedge: Investors with long-term liabilities can partly hedge inflation risk by investing in infrastructure assets where the underlying performance and valuations can be protected against inflation. Long-term investment horizon: Infrastructure assets are especially attractive to investors seeking long-term returns to match long-term liabilities. The medium to long-term vision of IFM Investors offers investors an excellent opportunity to capture returns on infrastructure investments that are likely to perform well over the long-term. Global demand for infrastructure investment: The competing spending requirements (and budgetary constraints) of governments around the world have not kept up with the demands of economies for new and upgraded infrastructure assets. Combined with an expected continued increase in global population, there exists a growing demand for infrastructure investment that will increasingly have to be financed by the private sector. Portfolio diversification: Diversification is achieved by having a broad range of investments by industry and investment type that are not expected to experience market volatility all at the same time. Infrastructure assets tend to have a relatively low correlation to the traditional asset classes like equities and bonds, which can enhance the risk-adjusted performance of a balanced portfolio.14 Unlisted infrastructure vis-à-vis listed equity market: Generally, unlisted infrastructure investments may be expected to show less short-term variation in returns compared with the listed market. There is also better alignment with investor interests in unlisted assets as capital expenditure decisions are made in the context of long term value rather than short term stock market expectations. 14. Inderst, G. (2009) “Pension Fund Investment in Infrastructure”, OECD Working Papers on Insurance and Private Pensions, No. 32, OECD publishing, © OECD. Doi:10.1787/227416754242 29 The infrastructure sector Infrastructure as an asset class Infrastructure can be defined as a facility or asset which provides a core essential service critical to the operation and development of the economy. Infrastructure assets tend to be capital intensive, have long useful lives and demonstrate relatively high barriers to entry with growth generally linked to economic activity. The examples in the following table indicate the wide range of asset types available. Transport Energy and utilities(1)Communications Social Toll roads Gas TV and radio towers Hospitals Sea/river ports Water/wastewater Mobile telephone towers Schools Airports Electricity Satellite systems Aged and child care Heavy and light rail District heating Communications centers Community housing Passenger/vehicle ferries Waste treatment Fiber optic networks Courts Pipelines Renewables (1) Includes storage, distribution, generation and treatment During the 1980s and 1990s, some governments began to look to the private sector to provide capital to meet growing demands on services and to replace aging assets. Following positive initial experiences, a number of governments moved to full scale privatization of existing infrastructure. This allowed them to reduce significant debt burdens and to transfer the risks of delivering infrastructure to the private sector. Revenue characteristics Infrastructure assets typically generate stable and predictable cash flows, with revenues linked to some combination of inflation, population growth and economic activity. Demand assets are those that depend on the actual use of the asset to generate revenue. The owner benefits if demand is higher than forecast, and the asset is capable of servicing this demand. The owner is also exposed to demand risk if the level of use or volume of activity falls. Many transport, utilities and communications assets are demand assets. However where such assets are natural monopolies or subject to high barriers to entry, government or regulatory control over these assets will generally exist in order to restrict the misuse of monopolistic power. Availability assets are those that receive a payment, usually from the government or a public body, for making the asset available for use, e.g. schools and hospitals. The private sector may finance, design, build, operate and maintain the facility over a significant period of time. The public body pays the asset owner an availability fee over the contract period, which is at risk if the owner does not make the asset available to the required standard. “Demand” and “availability assets” are sometimes also referred to as “economic” and “social” infrastructure assets respectively. 30 Brownfield and greenfield assets Brownfield and greenfield infrastructure assets exhibit different risk characteristics to the investor. A greenfield project incorporates a construction phase prior to the commencement of operations. This may increase the risk to the investor and is generally reflected in a higher required rate of return. A brownfield project is typically an operating asset and the focus is on continuing operations. Risks are usually lower compared to greenfield projects, although demand profiles can fluctuate and the reliability of plant and equipment will reduce over time, particularly if adequate investment is not maintained. 31 Investment Strategy This section outlines the Partnership’s investment strategy, which may change over time at the discretion of the Advisor. Any material changes will be notified to Limited Partners in writing. Overview The Partnership’s investment approach focuses chiefly on core, brownfield infrastructure, with a selective approach to greenfield investments. Opportunities are actively sought principally in Europe and the Americas. IFM Investors will continue to adopt a prudent approach to leverage and refinancing risk. The Advisor believes in being a deliberate investor, only buying assets when attractive opportunities are found, and only selling them when justified by the investment case. Furthermore, assets are judged according to how they fit within the overall risk profile of the portfolio, using IFM Investors’ proprietary InFRAME methodology to mitigate risk. The Partnership invests through the Master Fund in a diversified portfolio of global infrastructure assets. Target investment sub-sectors include: • Electricity generation, transmission and distribution; • Gas transmission, distribution, processing and storage; • Water and wastewater; • Pipelines and related infrastructure; • Airports; • Toll roads; • Rail infrastructure; • Sea/river ports; • Communications infrastructure; • Certain social infrastructure with principally government-backed cash flow; and • Clean energy infrastructure. Preferred transaction types IFM Investors favors proprietary investment opportunities over those arising from competitive bidding processes. This is especially the case in Europe, where it has a history of forming strategic alliances with large organizations such as utilities. Such investments are often the most successful ones for IFM Investors. Major recent acquisitions that were formed in this way include 50Hertz Transmission (alongside Elia) and Dalkia Polska (alongside Dalkia). IFM Investors’ long-term focus and the open-end structure of its funds make it a preferred financing partner for organizations such as utilities with similar long-term investment horizons. As the Advisor continues to expand internationally, it seeks to form more strategic alliances, which are particularly important for investing in parts of Europe. Additionally, the Advisor believes that the Master Fund’s existing portfolio has investment opportunities arising from a combination of potential Pre- emption opportunities, relationships developed with co-investors and organic growth. 32 Investment criteria and portfolio restrictions Some of the Partnership’s portfolio restrictions and investment criteria are set out below. These may change over time and, at the discretion of the Advisor, particular investment decisions may depart from the portfolio restrictions and investment criteria in effect at the time. Returns: The minimum rate of return objective for individual investments will be commensurate to the risk profile of the investment. Annual returns from investments are anticipated to comprise a combination of cash yield and capital growth. The Partnership aims to acquire and maintain, through the Master Fund, a diversified portfolio of global infrastructure investments with a target portfolio return of at least 10% per annum (net of advisory fees, any Performance Fees, allocable expenses and investment- level taxes) over a rolling three-year period. The portfolio cash yield target for the assets is 6-8% per annum over the long term. Limited Partners may elect to re-invest distributions or receive a cash yield. There can be no assurance that the Partnership will achieve its return objectives. Sector exposure: The Partnership intends to be broadly diversified across infrastructure sub-sectors. The maximum exposure to a specific infrastructure sub-sector will not exceed 50% of the value of the total portfolio plus undrawn commitments, measured at the time an investment is made. In addition, the maximum exposure that may be made to the social infrastructure sub-sector is limited to 30%. Project exposure: The maximum exposure to a specific project will not exceed 40% of the value of the total portfolio plus undrawn commitments, measured at the time the investment is made. Geographic focus: The Master Fund seeks investment opportunities globally, focusing primarily on countries with investment grade long-term credit ratings. The Advisor will take an active investment approach in Europe and the Americas, with an opportunistic approach to other regions. Appropriate risk premiums will be attributed to country specific characteristics. Investment size: The minimum investment size in a new portfolio company is $20 million. Pooled funds: The Master Fund will not invest in any pooled funds in which performance compensation or a management or advisory fee is payable to the sponsor. Currency exposure: IFM Investors does not currently plan to implement and manage hedging arrangements in respect of currency risk experienced by the Master Fund or the Partnership. However, the Advisor is able to provide currency exposure reporting on a quarterly basis to those investors who wish to implement individual currency hedging programs. Cash holding: The Master Fund will not, except in exceptional circumstances, hold cash or invest in cash-like investments totaling more than 15% of the value of its portfolio of investments. 33 Investment Process, Asset Management and Valuations This section outlines the current investment process. The investment process may change over time and particular actions may depart from the investment process prevailing at the time at the discretion of the Advisor. Overview The investment process for the Master Fund reflects the Advisor’s more than 18-years of experience investing in infrastructure. The acquisition process is disciplined and rigorous, starting with a review of investment opportunities, before progressing to comprehensive due diligence and internal peer review, several Investments Committee (“IC”) meetings and, for larger transactions, approval by IFM Investors’ Board Investment Committee (“BIC”). The following diagram outlines the steps involved in the investment process: Initial Opportunity identifed Initial investment review (including Green Paper Decision to proceed Evaluation Deal Te am Risk Director Peer Review Infrastructure Investments Sub-Committee Investments Committee Review Board Investments Committee Review Invest for deal size up to A$75m Detailed due diligence Decision to bid Post acquisition process Negotiation and acquistion for deal size above A$75m for deal size above A$300m IFM Investors’ strong relationships with businesses, governments, co-investors and advisers across the globe lead to a steady stream of opportunities, including a significant number of proprietary investments. There are also proprietary acquisition opportunities embedded within the existing portfolio. IFM Investors’ team of infrastructure professionals performs high-level fundamental analysis and comprehensive, formal due diligence on identified opportunities and debates these opportunities. If the transaction team judges an opportunity sufficiently interesting it prepares a report for evaluation by the IC. If the IC approves, further analysis is undertaken, including: review of financial fundamentals, the business’ operations and competitive position. Where appropriate, the Advisor will engage outside consultants to evaluate specific aspects of a business, including, but not limited to: revenue estimates, traffic forecasts, physical plant and facilities, capital expenditure requirements and potential for growth. 34 During due diligence, the transactions is also scrutinized by a peer review team, comprising infrastructure team members who are not part of the transaction team. The transaction team prepares a formal submission to the IC for review, including a recommendation on whether to proceed with a final bid or an offer of acquisition. The peer review team prepares a separate peer review report for IC review. The IC reviews the investment proposal and peer review report, the participation of strategic partners, bid terms and conditions and plans for governance of the business, before making the final decision on whether or not to proceed with an acquisition. Where the commitment exceeds A$300 million, approval by the IFM Investors Board, via the BIC, is also required. Certain decisions, including investment decisions, need to be referred to Codan as Trust Company (Cayman) Limited as trustee of the Master Fund for approval and, in certain cases, execution of documents. The Advisor’s experience and internal processes mean that it acts quickly to review potential acquisitions and to approve the most attractive. The Advisor also has significant in-house experience in executing transactions, and seeks to ensure that it makes acquisitions on the best terms commercially achievable. Following an acquisition, the investment is closely monitored and actively managed with proactive measures taken to optimize the value of the investment. The Master Fund and the Partnership report regularly to investors on the progress of investments. Setting and reviewing investment strategy The investment strategy for the Master Fund is formulated by IFM Investors’ Infrastructure Group and is periodically reviewed by the IC and the BIC. The investment strategy also provides high level direction as to preferred investment sectors, investment types and investment structures. The Advisor periodically reviews the investment strategy, as well as the investment guidelines for the Master Fund and the Partnership, as part of a broader infrastructure sector review. Considerations include: • Portfolio structure and composition; • Sector reviews with summary individual asset performance; • Analysis of new investment sectors; • Deal flow environment; • Proposed investment strategy going forward; and • Investment guidelines. 35 Initial screening of investments Investments are originated from various sources including IFM Investors’ network of relationships with strategic and financial investors, financiers, contractors and consultants. Investments are recorded on the IFM Investors Infrastructure Group Transaction Register for discussion and consideration. Before proceeding with or rejecting an investment proposal, a high level fundamental analysis is undertaken across a number of dimensions including: • A fundamental view of the sub-sector’s prospects; • The risk profile and portfolio fit of the investment; • Growth prospects of the proposed investment relative to other comparable opportunities; • Contracted terms of operation of the investment including counterparty analysis where appropriate; • Environmental, social and governance considerations; • Financial structure, leverage and risk relative to the certainty of the proposed income stream; and • Forecast financial returns including IRR net of taxes and fees. After successful completion of this analysis, and if the proposal is considered to be worth pursuing, the investment moves to a higher level of detailed analysis. Due diligence Infrastructure assets require a significant level of due diligence before a judgment can be made about whether the investment is priced at a level which is appropriate to its inherent risks. The transaction team is responsible for due diligence; the Advisor will pool resources from IFM Investors’ global team of professionals in order to conduct comprehensive due diligence on selected investment opportunities. In addition to drawing from in-house expertise of the infrastructure team across its Melbourne, New York, London and Berlin offices, including legal and tax professionals, the Advisor typically appoints independent technical experts and approved IFM Investors senior advisers relevant to the sector (e.g. demand forecasters, accounting firms, law firms, and other area specific experts and consultants) to carry out detailed analysis prior to making an acquisition. The transaction team will work closely with the technical experts to validate the underlying assumptions and run appropriate sensitivity analysis. The information obtained in the due diligence process is ultimately used to determine the forecast financial return that is likely to arise from the potential investment. An independent, third-party model auditor reviews the financial model used for an investment. The auditor could be either an accounting or actuarial firm, depending upon the nature of the asset. The Advisor’s approach to due diligence is based on a bottom-up approach, to determine the fundamental financial drivers and sensitivities of any investment. The due diligence process generally incorporates the review of: • Revenue – Examine and determine the appropriateness of the projected revenue on the basis of contracted prices, verified back to contracts and/or review of forecast pricing based upon IFM Investors’ insight into the sector and reports received from independent experts. These forecasts are then tested on the basis of availability of the asset to generate revenue, levels of demand and variation in price; 36 • Expenses – These are examined to consider whether the financials take into account all expected and contingent expenses which one would expect to incur in an operation of the type being undertaken; • Return on assets – An analysis of the forecast return on assets is a fundamental tool in assessing the appropriateness of leverage to the transaction; • Leverage – IFM Investors takes a deliberately prudent and conservative approach toward leverage. Infrastructure assets often have high levels of leverage as a consequence of the anticipated low volatility in their revenue streams. Financial advisers, particularly in competitive tender situations where their remuneration is dependent upon success, have a tendency to push leverage to levels with sometimes questionable sustainability from the investors’ perspective. The Advisor determines the level of leverage through strong sensitivity analysis to ensure its appropriateness; • Financing structure – Structures in infrastructure can be quite sophisticated to take advantage of various tax, accounting and cross-border investor issues. The Advisor reviews proposed structures to consider whether the structure itself presents a risk to the project; and • Internal rate of return – This is the consequence of the above and is a natural output of the work undertaken throughout the due diligence process. The price offered by the Advisor will result in the forecast IRR exceeding the required risk-adjusted return for a targeted investment. Risk mitigation Each transaction team assigned to a particular acquisition includes a Risk Director, who is a senior team member focused solely on risk identification and analysis. This team member does not participate in any other aspect of the transaction review. The Risk Director’s mandate is to ensure that material risks are identified and appropriately addressed prior to submitting the final investment proposal to the IC (and the IFM Investors Board, via the BIC, where appropriate). As an added layer to the evaluation process, prior to IC submission, all transactions are subject to a formal peer review by infrastructure team members not otherwise involved in the relevant transaction. Among other things, the peer review group is charged with confirming that the scope, depth and quality of acquisition analysis is robust, that adviser selection is appropriate and that material risks are identified, quantified and accurately presented to the IC. 37 Portfolio construction IFM Investors uses a proprietary methodology, InFRAME, to assess the risk and return dimensions of existing assets and new investment opportunities. InFRAME looks at the underlying revenue streams and underlying risk characteristics attributable to each portfolio company to identify common risk factors and risk concentrations across the total portfolio. IFM Investors uses detailed analytical techniques to test the portfolio against a range of macro- economic scenarios that could impact portfolio companies and applies a stochastic optimization method to determine the strategic asset allocation. Execution Once the IC has approved an investment proposal (and the IFM Investors Board via the BIC, where appropriate), any conditions that were identified in the proposal or imposed by the IC or the BIC need to be satisfied. Legal documentation is then negotiated and completed, and, prior to execution and funding, the Advisor will ensure all conditions precedent have been met. Additionally, the Advisor obtains and reviews all relevant legal, tax, accounting and other approvals before execution and funding. MARKET PRICE MARKETPATRONAGE INFRASTRUCTURE SUB-SECTORS INFRASTRUCTURE REVENUE TYPES UTILITIES PORTS GENERATION SOCIAL ROADS TELECOMS RENEWABLES AIRPORTS PIPELINES PRICE RISKVOLUME RISKPPP REGULATED CONTRACTED REVENUE CONTRACTED PRICE 38 Proactive asset management IFM Investors is focused on implementing tailored asset management processes for each infrastructure asset. The goal is to maximise the long-term value of assets while minimising and effectively managing risk. IFM Investors’ proactive approach to asset management has led to value-add initiatives across strategic, operational, financial, capex and regulatory improvements. Our team of experienced infrastructure professionals has managed assets across sectors and regions through business cycles, management transitions and regulatory reviews. IFM Investors' board seat representation at the asset level provides full visibility of each company and its performance and allows our team to actively manage each investment to improve performance. Through board and sub-committee representation, we actively drive the business strategy, consider potential acquisitions or divestments, changes in capital structure, establish and maintain risk management systems and select and compensate company executives. Strategic IFM Investors adds value on a strategic basis through a range of asset management processes: • Annual business planning - IFM Investors actively participates in asset level annual business plans. Through our representation on asset level boards, we diligently review budgets, drive business objectives and identify business risks to ensure that each asset is able to maximize its long-term value. • Annual asset reviews - after an asset is acquired, there is a formal six and 12 month report provided to the IFM Investors Investments Committee on the transition and the extent to which any new or unexpected circumstances have impacted the performance of the asset. Formal asset reviews are then performed on an annual basis as part of our ongoing asset management process. The identification and analysis of key strategic opportunities and risks are considered as part of this annual asset review process. • IFM Investors infrastructure professionals are aligned to asset level performance – we stay in close contact with asset level management teams and proactively share our industry, operational, regulatory, policy and financial expertise. IFM Investors aligns staff remuneration with their ability to drive strategic enhancements in key areas across portfolio assets. Financial IFM Investors has strong in-house expertise when implementing optimal financial structures and determining appropriate leverage levels at the asset level. When we acquire a new asset, our due diligence includes assessing financial conditions and leverage positions. IFM Investors is proactive and experienced in refinancing debt. Our long-term focus and prudent approach to financial management ensures asset level capital structures remain sustainable in a variety of economic and industry environments. 39 Operational IFM Investors has been able to add value to infrastructure investments through earnings growth, led by strong operational performance. This has been achieved by investing in high-quality infrastructure assets, proactively ensuring and supporting strong management teams with remuneration measurements aligned to shareholder objectives, and applying prudent capital structures. The majority of our infrastructure assets have seen a stable increase in earnings since acquisition. We also leverage IFM Investors’ collective strength where this can be used to support our portfolio assets. For example, negotiating asset level insurance and procurements are areas where IFM Investors has driven operational improvements and efficiencies at the asset level. Environment, social and governance policy The Advisor recognizes that a responsible approach to investing is vital to the long-term stewardship of the planet and can have a positive impact on the value of its investments. Integral to the Advisor’s approach is the identification and management of ESG issues to global best practice standards. The Advisor is also a signatory to the United Nations backed Principles for Responsible Investment, an investor-led association with over 1,000 signatories representing assets under management of roughly $30 trillion. Divestment The Advisor constantly monitors the portfolios and reviews performance to determine appropriate times for divestment of individual assets. The strategy, generally, is to hold assets over the longer term. Divestment will be motivated, for example, by significant overvaluation by listed markets of investments relative to their underlying asset valuations, a view that an asset or sector is not performing as originally envisaged, or if liquidity is required by either the Master Fund, the Partnership or any other Feeder Vehicle. Valuation Internationally recognized accounting firms and/or internationally recognized appraisal firms (the “Independent Appraisers”) independently value the Master Fund’s interests in its portfolio investments on a quarterly basis. These quarterly valuations may be refreshed by an Independent Appraiser within a quarter on the occurrence of a significant revaluation event. Independent Appraisers are rotated at three-year intervals. The most recent independent valuations were completed by KPMG, PricewaterhouseCoopers and Ernst & Young. Deloitte & Touche, the Master Fund’s auditor, will not be appointed to act as an Independent Appraiser. The Advisor will instruct the Independent Appraiser to determine the fair value of the equity interest or business on the basis of what a prudent purchaser, who is a willing but not anxious buyer, would be prepared to pay to a seller, who is willing but not anxious to sell, in circumstances where both buyer and seller are fully informed of all operational and financial arrangements in relation to the business. 40 The Independent Appraiser is typically provided with the following: • Financial models; • Board approved business/strategic plans; • Summary of key changes in assumptions (supported by reasoned narrative) relative to the previous valuation; • Copies of the most recent board reports together with financial statements/management accounts; • Details of any non-arm’s length transactions forming part of the financial statements; • Copies of audited annual accounts; • Details of any unrecorded or contingent liabilities; • Summaries of any material changes to operating or debt financing contracts; • Recent reports on the asset prepared by external experts, including any information prepared as part of a due diligence exercise; • Details of major contracts and relationships; and • Other material information specific to the asset. The Independent Appraiser also has access to portfolio company management and may engage in direct discussions with the management teams as part of the valuation process. The approach to the valuation is at the discretion of the Independent Appraiser. Generally, the appraiser values assets using a discounted cash flow methodology, employing post-tax equity cash flows discounted at a rate implied by the Capital Asset Pricing Model. In undertaking the valuation, the Independent Appraiser may further take into consideration: • The historical financial performance of the asset, incorporating discussions with key personnel to obtain an explanation and clarification of information provided; • The future strategy of the asset; and • Financial data and transactions for comparable publicly traded companies and comparable transactions. The Independent Appraiser prepares a detailed valuation report for the quarterly valuations, which typically includes the following sections: • A methodology and approach section summarizing the basis of valuation, the valuation methodologies used and a brief description of each methodology; • A section containing the valuation results presented in a range of low, mid and high, based on the application of the valuation methodology; • A section containing an assessment of the cost of capital for equity and appropriate earnings capitalization multiples; and • Appendices containing sources of information, characteristics of the asset being valued and trading multiples for comparable companies. In summary, the investment strategy and process are designed to make sure that the investment selection leads to the acquisition of only the assets most suited to the portfolio’s risk/reward objectives at the best possible price. Once within the portfolio, IFM Investors seeks capital growth opportunities for its investments and rigorously manages identified risks. 41 IFM Investors Management The Advisor has an experienced global team, which brings best practice to every portfolio investment, while operating locally with strong cultural awareness. This is particularly important in infrastructure, where local knowledge is important when sourcing, acquiring and managing essential community assets. Infrastructure team members are culturally diverse and speak several different languages, crucial when building relationships and understanding regional differences. Before joining IFM Investors, some individual team members held prominent positions across the globe in investment and commercial banking, asset management, accounting, law, and operating industries such as energy, transportation, telecommunications and industrials. Some of the key individuals played important roles in the original infrastructure transactions that introduced private sector funding to the sector. As at June 30, 2013, IFM Investors’ infrastructure team comprised 47 dedicated professionals based in Melbourne, New York and London, supported by additional in-house legal and tax experts. The team has managed assets through business cycles, management transitions and regulatory reviews and has extensive transaction experience across Australia, Europe and North America. The infrastructure team’s combined experience – which includes investment sourcing, operating partner selection, underwriting, due diligence, finance, structuring, and asset management – plays a crucial role in achieving the Partnership’s objectives. The global team collaborates on a continuous basis both to assess global and regional trends, and to evaluate and complete individual investments. The Investment Committee actively supervises these activities, and assures continuity and consistency in approach and quality for all of the organization’s investments. Below are brief biographies of senior professionals of the Advisor. Senior Management Board Positions Kyle Mangini, Global Head of Infrastructure (Melbourne) Bachelor of Arts (Economics and Government), Wesleyan. Joined IFM Investors in May 2007, based in Melbourne. Kyle is responsible for IFM Investors’ global infrastructure programme, including the firm’s Australian and international infrastructure funds. Prior to joining IFM Investors, Kyle had over 20 years of investment banking experience, focused primarily in the infrastructure sector. He has held senior positions with Credit Suisse First Boston and SBC Warburg in the United States, Asia and Australia • Melbourne Airport • Pacific Hydro 42 Senior Management Board Positions Alec Montgomery, Head of Infrastructure – North America (New York) MBA (International Finance), Babson College, AB (Economics), Harvard College. Joined IFM Investors in October 2008. Alec is responsible for IFM Investors’ infrastructure investment business in North America and manages the New York team. He joined IFM Investors after 15 years of banking experience focused on project and infrastructure finance. Most recently he was the head of the infrastructure finance business at the Royal Bank of Scotland in New York. Prior to this, he served in senior positions with Credit Agricole Indosuez in New York, Deutsche Bank in New York, and the Union Bank of Switzerland in New York and Zurich. Before his career in banking, Alec worked in real estate development and provided econometric consulting services to electric utilities. • Essential Power • IFM Investors (US) Christian Seymour, Head of Infrastructure – Europe (London) Master of Commercial Law, University of Melbourne, MBA, Queensland University of Technology, Bachelor of Economics (Honours First Class), University of Queensland. Joined IFM Investors in March 2004. Christian is responsible for the infrastructure business in Europe and for oversight of IFM Investors’ existing European infrastructure portfolio. Christian has a background in acquisition, marketing, project development and operations management of energy and related infrastructure developments. Over a period of more than 20 years, he has worked for companies such as Duke Energy, Santos, BHP Billiton, Bechtel and Woodside on medium to large-scale projects, successfully leading multi-disciplinary project teams. • Anglian Water Group • Arqiva Limited • Manchester Airports Group • IFM Investors (UK) Michael Hanna, Head of Infrastructure – Australia (Melbourne) Master of Science (Urban and Regional Planning), Strathclyde; Bachelor of Science (Geography), Queens’s University; Graduate Diploma in Applied Finance, MAICD, SA Fin; Chartered Member of the Royal Town Planning Institute. Joined IFM Investors in July 2006. Michael is responsible for the Australian infrastructure team, which evaluates, implements and manages infrastructure investments in the Australian market. Prior to IFM Investors, Michael worked with the Victorian Department of Treasury and Finance and was responsible for the management of the State’s risk exposure in the public transport, roads, urban development, and ports and logistics sectors. His transaction experience includes the sale of almost $1 billion of the Victoria’s interests in City Link Concession Notes with Transurban to finance two major road network upgrades. He also refranchised Melbourne metropolitan train and tram contracts in 2004. Previously, Michael was an associate with global engineers, Arup, in the UK and Australia. He managed planning, funding and implementation issues for major rail and inland waterways infrastructure, tourism and leisure investments, major industrial land banks and telecommunications infrastructure. • Interlink Roads (alternate) • Eastern distributor (alternate) • Ecogen Energy (alternate) 43 Senior Management Board Positions Lars Bespolka, Executive Director (Berlin) Bachelor of Science, MIT. Joined IFM Investors in February 2008. Lars sources, structures and executes infrastructure investments and assists with ongoing asset management. Lars joined IFM Investors after a 15-year career as a banker with Credit Suisse, where he covered the energy and utilities sectors, among others, and worked in New York, Melbourne, Sydney, Hong Kong and Singapore. As group head of Credit Suisse’s power and project finance group in Asia-Pacific, he was responsible for a wide range of transactions, including mergers and acquisitions, bank and capital market financings, equity capital raisings, restructurings and structured deals. He has been critical in the transition of new investments for the IFM Global Infrastructure Fund, and acted as interim Chief Financial Officer for Essential Power in 2008 and 50Hertz Transmission in 2010. • Eurogrid International (the holding company for 50Hertz Transmission) • Essential Power Julio Garcia, Executive Director (Melbourne) Masters Business Administration, Stanford. Bachelor of Arts (Public Policy) Stanford, GAICD. Joined IFM Investors in January 2008. Julio sources, evaluates and executes domestic and international infrastructure investments and manages existing investments within the Australian infrastructure portfolio. Julio’s experience includes roles in asset management, investment banking and strategy consulting. Prior to joining IFM Investors, Julio held positions with Viant Capital, Bank of America, Robertson Stephens and Gemini Consulting. • Ecogen Energy • Port of Brisbane • NSW Ports Quentin Law, Executive Director (Melbourne) Bachelor of Commerce, University of Melbourne; Chartered Accountant; Fellow of Financial Services Industry of Australasia. Joined IFM Investors in June 2012. Quentin sources, evaluates and executes domestic and international infrastructure investments and manages existing investments within the Australian infrastructure portfolio. Quentin has over 20 years investment banking and corporate advisory experience and has advised on transactions across a range of industries. He has experience in all forms of infrastructure, utility and transport assets, including electricity and gas transmission and distribution, electricity generation, airports, seaports, toll roads, telecommunications and Public Private Partnerships (PPPs). Before he joined IFM Investors, Quentin was Managing Director at Orrong Advisory, a corporate advisory practice focused on infrastructure with clients that included leading institutions and corporations in Australia and offshore. His previous roles included Director at Citigroup Investment Banking, Associate Director at NM Rothschild & Sons and Director at Ernst & Young M&A and Arthur Andersen Corporate Finance. 44 Senior Management Board Positions Manoj Mehta, Executive Director (London) MA (Engineering) (Honors) (Cambridge), MMgt (HEC). Joined IFM Investors in September 2007. Manoj is responsible for the evaluation, implementation and management of European infrastructure investments. Prior to IFM Investors, Manoj held the position of Principal, Corporate Finance with Transport for London and led the financial and commercial structure of major transport projects, including the Thames Gateway Bridge and the East London Line Extension. Manoj was Vice President in the Infrastructure Advisory Group at Citigroup and advised on large infrastructure transactions, including the restructure and sale of Railtrack. He also advised industrial sponsors on the structure and finance of large PPP projects and power plants. Manoj also spent three years with the Boston Consulting Group in Paris, where he was involved in strategy consulting assignments within the telecommunications, pharmaceuticals, finance, consumer products and power industries. • Eurogrid International (the holding company for 50Hertz Transmission) • Manchester Airports Group Frederic Michel-Verdier, Executive Director (London) Master of Science (Honours) (I.A.E - Sorbonne University), Master of Science (Honours) (I.S.G Institut Superieur De Gestion, Paris). Joined IFM Investors in April 2008. Frederic is responsible for relationship development, evaluation, implementation and management of European infrastructure investments. Prior to joining IFM Investors, Frederic was Director of Corporate Finance with ING Barings in London for seven years, SG Investment Banking for four years, and Ernst and Young for three years. Since joining IFM Investors, Frederic has been involved in the acquisition from Vattenfall of 50Hertz, and led the investment in Dalkia Polska. • Dalkia Polska Tom Osborne, Executive Director (New York) BA (Honours) (University of Virginia). Joined IFM Investors in January 2013. Tom is responsible for the origination, analysis, structure and execution of IFM Investors’ global infrastructure investments. Prior to joining IFM Investors, Tom was Head of Americas - Infrastructure in the Investment Banking Division of UBS. In this role, Tom was the founding group head of the Americas Infrastructure advisory practice and had responsibility for strategic advisory, mergers and acquisitions, lending and capital markets finance for major investors. At UBS, he also held the roles of Co-Head of US Infrastructure and Managing Director - Power and Utilities. Previously, Tom worked as a Director in the Power and Utilities Group at Credit Suisse First Boston and as a First Vice President - Utilities Group at PaineWebber Incorporated. 45 Senior Management Board Positions Michael Thompson, Executive Director (Melbourne) Bachelor of Commerce, University of Melbourne. Joined IFM Investors February 2008. Michael sources, evaluates and executes domestic and international infrastructure investments and manages existing investments within the Australian infrastructure portfolio. Michael was seconded to IFM Investors’ New York office in August 2008 and returned to Melbourne in December 2011. Prior to joining IFM Investors, Michael held the position of Director and Head of Energy Mergers & Acquisitions in the corporate advisory division of PricewaterhouseCoopers. Previously, Michael was a Director in the Specialised Capital Group (equity underwriting and funds management group) at Westpac Banking Corporation in Melbourne, where he originated and executed equity investments in the energy and infrastructure sectors. Michael has held senior energy and infrastructure investment banking roles at Citigroup and Merrill Lynch. Michael Kulper, Executive Director (New York) Joined IFM Investors in November 2013. Michael is responsible for relationship development, origination, analysis, structuring and execution of investments for IFM Investors' global infrastructure investments. Prior to joining IFM Investors, Michael spent the last decade as the founding president of Transurban’s North American toll roads concessions business, where he developed a leading business by successfully developing, investing, delivering and establishing operations for a $3BN portfolio of toll road concessions. Michael's accountabilities included management of the overall business, reporting through the CEO to the Board. Prior to Transurban, Michael spent eleven years at Credit Suisse, rising to the level of Director, Investment Banking, where he originated and executed M&A and capital raisings. He commenced his career at Westpac Banking Corporation in Sydney. Jamie Cemm, Investment Director (New York) Bachelor of Engineering, University of Melbourne. Joined IFM Investors in November 2010. Jamie helps manage existing and new infrastructure investments. He helps source and evaluate investment opportunities, develop acquisition strategies, prepare investment proposals and reviews, complete transactions, monitor and report on investments and divestments, and take operational responsibility for the management and analysis of allocated investments. Before he joined IFM Investors, Jamie worked with Macquarie Capital Funds in Sydney, London and New York as an Asset Manager that focussed on acquisition, development and management of new and existing assets within the European, North and Latin American portfolios. Prior to Macquarie, Jamie spent seven years in commercial management roles in the construction industry, with a focus on the delivery of civil, mining and industrial projects throughout Australia. • Colonial Pipeline Company 46 Senior Management Board Positions Adrian Croft, Investment Director (Melbourne) Bachelor of Economics (Honours) and Bachelor of Laws (Honours), University of Sydney. Joined IFM Investors in July 2009. Adrian sources and evaluates domestic and international investment opportunities, develops acquisition strategies for allocated infrastructure sectors, prepares investment proposals and reviews, completes of transactions, monitors and reports on investments and divestments, and assumes operational responsibility for the management and analysis of allocated investments within infrastructure products. Prior to IFM Investors, Adrian worked with Credit Suisse for 10 years and held the position of Vice President, Leveraged Finance in Tokyo, where he managed leveraged and structured financings for corporate and private equity clients. He worked in the New York and Melbourne offices of Credit Suisse prior to his appointment to the Tokyo office. • NT Airports • NSW Ports Anthony Edwards, Investment Director (New York) Bachelor of Science (First Class Honours), Kent, CA. Joined IFM Investors in July 2011. Anthony is responsible for the origination, analysis, structure and execution of fund investments, along with ongoing management of assets within the existing infrastructure portfolio. Before he joined IFM Investors, Anthony was Senior Vice President at The Royal Bank of Scotland in Europe and North America and was responsible for advisory and debt transactions across a wide range of infrastructure sectors including toll roads, rail and logistics, social infrastructure, gas storage, ports and parking. Prior to RBS, Anthony spent five years with PricewaterhouseCoopers. • Duquesne Light Holdings Danny Elia, Director, Global Asset Management (Melbourne) Bachelor of Commerce, University of Melbourne, Certified Practicing Accountant (CPA). Joined IFM Investors in October 2011. Danny drives the asset management strategy of IFM Investors’ Australian and global infrastructure funds. He has 20 years experience in finance and business operations in infrastructure, construction, transport, public- private partnerships, manufacturing and retail. Previous roles include CEO of South Australian Health Partnerships, Director of Public Private Partnerships for Leighton Contractors, General Manager of Transurban Victoria (CityLink) and Finance Director of Linfox Asia Pacific. Prior to these roles, Danny was the CFO or a senior finance executive for a number of multinational blue chip companies including Coles-Myer, General Mills, Bristol-Myers Squibb and Unilever. • AssetCo. • Defence HQ • Southern Cross Station • Perth CBD Courts 47 Senior Management Board Positions Brooks Kaufman, Investment Director (New York) MBA (Stern), BA (Colgate). Joined IFM Investors in August 2010. Brooks helps manage infrastructure assets, sources and evaluates infrastructure investment opportunities, prepares investment proposals and reviews, compiles transactions, and monitors and reports on investments and divestments. Before he joined IFM Investors, Brooks was Vice President - Finance with Soltage in New Jersey, a renewable energy company which develops and operates solar energy assets on client structures across the United States. Brooks has held the position of Vice President - Global Corporate Investment Banking, Energy and Power, with Banc of America Securities in New York, and was Vice President - Investment Banking at Fieldstone Private Capital Group, New York. Previously, he worked with Mirant Corporation, formerly Southern Energy, Inc, in Atlanta as Finance Manager in Corporate Treasury and Business Development. • Duquesne Light Holdings Werner Kerschl, Investment Director (London) Master of Business Consultancy, Fachhochschule Wiener Neustadt, Austria; CFA, Graduate Certificate Business, Victoria University of Technology. Joined IFM Investors in February 2006. Werner is responsible for the origination and execution of infrastructure transactions, asset management and analytical, financial modelling and research support. Werner has led financial and commercial transaction work streams, including transactions of regulated utilities and PPPs. He worked on the successful acquisitions of Anglian Water Group (UK), Duquesne Light Holdings (USA), the Defence Headquarters PPP (Australia) and more recently 50Hertz Transmission (Germany). Before he joined IFM Investors, Werner worked with PricewaterhouseCoopers in the Valuations team in Melbourne, and KPMG Financial Advisory Services in Vienna, Austria. • Supervisory Board of 50Hertz Transmission • Anglian Water (alternate) Michael Landman, Investment Director (Melbourne) Bachelor of Science (Honours), University of Melbourne; GradDipAppFin, PhD (Applied Mathematics), California Institute of Technology. Joined IFM Investors in March 2007. Michael evaluates, executes and manages infrastructure investments. Prior to joining IFM Investors, Michael was involved with industrial research and development, oil and gas exploration, field development, engineering and planning, and strategy development and execution at BHP Billiton. He led a number of oil and gas asset transactions on behalf of BHP Billiton as Manager, Acquisitions and Divestments. Michael was formerly a Director of Surat Basin Rail. • Interlink Roads • Eastern Distributor • Ecogen Energy • Regional Wind Farms 48 Senior Management Board Positions Marigold Look, Investment Director (Melbourne) Bachelor of Business (Accounting), Monash University, CFA, F Fin. Joined IFM Investors in September 2006.Marigold provides analysis, financial modelling, research and due diligence support to the infrastructure team. She previously worked with Wilson HTM as an Industrial Equities Analyst, and prior to that was in the Corporate Finance division of PricewaterhouseCoopers. • Axiom Education Janice Morris, Investment Director (Melbourne) Bachelor of Commerce, University of Melbourne, CA, GAICD. Joined IFM Investors in August 2000. Janice provides analysis, financial modelling, research and due diligence support to the infrastructure team. She previously worked with Ernst & Young in Melbourne in Assurance and Advisory Business (audit) and was with Ernst & Young in London in Transaction Advisory Services. • Wyuna Water Jill Rossouw, Investment Director (Melbourne) MPhil (Finance), University of Cambridge, GradDipAppFin, Bachelor of Commerce (summa cum laude) (Natal). Joined IFM Investors in October 2004. Jill reviews and manages infrastructure investments, including board directorships. Her role involves ongoing management and monitoring of investments in various Australian infrastructure sectors. Jill has extensive project finance advisory, corporate finance and private equity experience. She was Associate Director with the PricewaterhouseCoopers Project Finance and advised on business divestments and infrastructure projects at different stages in the procurement cycle. Prior to this, Jill worked with GE Capital’s private equity arm where she gained experience in the evaluation, due diligence, investment and reporting in relation to investee companies. • AssetCo. • Brisbane Airport • Defence HQ • IFM Aged Care Financing Trust • Southern Cross Station • Perth CBD Courts • NSW Rent Buy Jayco Wamsteker, Investment Director (London) MBA, European University, Switzerland; BBA (Finance), European University, Belgium; Bachelor of Music, Alkmaar Conservatory. Joined IFM Investors in June 2008. Jayco evaluates, implements and manages European infrastructure investments. He has 20 years experience in the infrastructure sector, covering energy and utilities, transport, telecoms, and natural resource projects. Prior to joining IFM Investors, Jayco was a financial adviser with UBS Warburg and PricewaterhouseCoopers, a project lender with Natixis and a developer with PowerGen, Enron and John Laing. He started his career in 1990 with MeesPierson in Amsterdam. • Arqiva Limited (alternate) • Dalkia Polska 49 Principal Terms The following summary does not purport to be complete and is qualified in its entirety by the detailed information appearing elsewhere in this Memorandum, the Amended and Restated Limited Partnership Agreement of the Partnership (the “Partnership Agreement”), the Trust Deed of the Master Fund, as amended or supplemented from time to time (the “Trust Deed”) and the Advisory and Administration Deed between the trustee of the Master Fund and the Advisor (the “Advisory and Administration Deed”). Prospective investors may not rely solely on this summary and should read this summary in conjunction with the full text of the Memorandum, the Partnership Agreement, the Trust Deed and the Advisory and Administration Deed. The Partnership IFM Global Infrastructure (US), L.P. (the “Partnership”) is a Delaware limited partnership. The Partnership was formed in January 2008, and commenced operations in January 2009. The Master Fund The Partnership invests all or substantially all of its assets in, and holds all or substantially all of its investments indirectly through, IFM Global Infrastructure Fund (the “Master Fund”), a multi-series unit trust organized under the Trust Law (Revised) of the Cayman Islands in December, 2007, which is the successor to the portfolio assets and related liabilities of IFM (International Infrastructure) Wholesale Trust (the “Predecessor Fund”), a unit trust organized under the laws of the State of New South Wales, Australia. The Predecessor Fund was a sub-trust of IFM Infrastructure Funds, a unit trust organized under the laws of the State of New South Wales, Australia (“IFM PST”). The Predecessor Fund commenced operations in 2004. The current portfolio of assets of the Master Fund and the Predecessor Fund is described in the “Description of Portfolio Investments” section. Any references in this Memorandum to the Partnership’s investments, objectives, portfolios, transactions, assets, liabilities, strategies, policies, and risk factors also refer to those of the Master Fund where appropriate. Feeder Vehicles In addition to the Partnership, IFM PST, IFM Global Infrastructure Fund (UK), L.P. (an English limited partnership), IFM Global Infrastructure (Offshore), L.P. (an exempted limited partnership organized under the laws of the Cayman Islands), IFM Global Infrastructure (US) I-A, L.P. (a limited partnership organized under the laws of Delaware), IFM International Infrastructure Wholesale Fund (a unit trust organized under the laws of the State of New South Wales, Australia), IFM Global Infrastructure (Canada) I-A, L.P. (a limited partnership organized under the laws of Ontario) and the IFM Global Infrastructure (Canada), L.P. (a limited partnership organized under the laws of Ontario) (collectively, the “Feeder Vehicles”) also invest in the Master Fund. Such Feeder Vehicles may invest in different classes of units of the Master Fund with different underlying investment compositions and different terms and conditions, including, without limitation, different advisory and other fees. In the future, additional feeder vehicles may be formed to allow other investors to participate in the Master Fund. 50 Investment criteria and portfolio restrictions Certain of the current portfolio restrictions and investment criteria of the Partnership are outlined below. The portfolio restrictions and investment criteria of the Partnership may change over time at the discretion of the Advisor (subject to approval from the IFM Investors Risk Committee and the trustee of the Master Fund). Further, particular investment decisions may depart from the portfolio restrictions and investment criteria in effect at the time at the discretion of the Advisor. Sector exposure: The maximum exposure to a specific infrastructure sub-sector will not exceed 50% of the value of the total portfolio plus undrawn commitments, measured at the time an investment is made. In addition, it is expected that the maximum exposure to the social infrastructure sub-sector will be further limited to 30% of the value of the total portfolio plus undrawn commitments, measured at the time an investment is made. Asset exposure: The maximum exposure to a specific asset will not exceed 40% of the value of the total portfolio plus undrawn commitments, measured at the time the investment is made. Geographic focus: Investment opportunities will be sought globally with a primary focus on countries with an investment grade long-term credit rating as rated by an internationally recognized rating agency determined from time to time by the Advisor. The Advisor will take an active investment approach in Europe and the Americas with an opportunistic approach to other regions. Appropriate risk premiums will be attributed to country specific characteristics. Investment size: The minimum investment size is $20 million. Pooled funds: The Master Fund will not invest in any pooled funds, to which performance compensation or a management or advisory fee is payable to the sponsor. An investment in the Partnership is speculative and entails significant risks. There can be no assurance that the investment objectives of the Partnership will be achieved. In particular, the investments of the Master Fund are not intended to be hedged against any currency fluctuations and, as such, the returns of the Master Fund and the Partnership will be affected by currency fluctuations. Responsible contractor policy Subject to conducting the affairs of the Master Fund in a manner that is in the best interests of the Master Fund, the Partnership and each Feeder Vehicle and to the overriding objective of enhancing the investment returns associated with each investment, the Master Fund has adopted and implemented a responsible contractor policy. The responsible contractor policy seeks to ensure that the selection process for independent contractors will include among other things, a demonstrated ability to provide reliable and high quality services which may be evidenced by the contractors’ compliance with applicable statutes and payment of fair compensation and benefits to employees, as well as by their relevant experience, reputation, dependability and ability to provide cost-efficient services, thereby enhancing the value of the Master Fund’s investments. The Advisor believes that the utilization of such contractors adds value to its investments by ensuring that services are provided by adequately-trained, experienced and motivated workers who deliver high quality products and services. 51 General Partner IFM Global Infrastructure (US) GP, LLC, a limited-liability company organized under the laws of the State of Delaware in August 2007, serves as the general partner of the Partnership (the “General Partner”). The General Partner is a wholly owned subsidiary of IFM Investors (US), LLC, a limited-liability company organized under the laws of the State of Delaware in November 2006, which in turn is a wholly owned subsidiary of the Advisor (as defined below). Investment Adviser IFM Investors (US) Advisor, LLC, a limited-liability company organized under the laws of the State of Delaware in August 2007, serves as investment adviser to the Partnership and the Advisor (the “Investment Adviser”). The Investment Adviser is a wholly owned subsidiary of IFM Investors (US), LLC, a limited-liability company organized under the laws of the State of Delaware in November 2006, which in turn is a wholly owned subsidiary of the Advisor. The Investment Adviser is registered as an investment adviser under the US Investment Advisers Act of 1940, as amended (the “Advisers Act”). Advisor IFM Investors Pty Ltd, a company organized under the laws of Australia in March 2004 (the “Advisor”), is an investment management company that provides investment advisory services to the Master Fund. The Advisor is an indirect wholly owned subsidiary of Industry Super Holdings Pty Ltd (“ISH”), a company organized under the laws of Australia. ISH is owned by 30 Australian pension funds. The Advisor files reports under the Advisers Act as an exempt reporting adviser. In addition to the investment advisory services provided to the Master Fund, the Advisor or its affiliate(s) will perform certain administrative services on behalf of the Partnership and the Master Fund. The Advisor or its affiliate(s) will not charge the Partnership, the Master Fund or any investor any separate or additional fee in respect of the administrative services provided by the Advisor or its affiliate(s). The Partnership and the Master Fund will reimburse the Advisor or its affiliate(s) for all out-of-pocket expenses incurred in connection with the administrative services provided to the Partnership and the Master Fund, and other expenses including legal and deal-related fees, as applicable. Notwithstanding the foregoing, the Advisor may, in its sole discretion, engage a professional third-party administrator to perform administrative services on behalf of the Partnership and/or the Master Fund and the fees and expenses of such administrator shall be borne by the Partnership and/or the Master Fund. Base currency The base currency of the Partnership and the Master Fund is United States Dollars. Minimum Capital Commitments The minimum initial Capital Commitment for each Limited Partner is $10,000,000. The minimum additional Capital Commitment is $1,000,000. The General Partner, in its sole discretion, may accept Capital Commitments of a lesser amount or establish different minimum Capital Commitments in the future. 52 Subscription procedures Prospective investors will be furnished with subscription documents to be completed by them and returned to the General Partner at the address provided therein. Subscribers must represent that they are purchasing interests in the Partnership (“Interests”) for investment, and meet other suitability requirements established by the General Partner. Prospective investors must acknowledge that, in making a decision to purchase Interests, they have relied solely upon this Memorandum, and any amendment or supplement hereto, and the Partnership Agreement, and are not relying on any oral or written statements received from any employee, officer, or other personnel of the General Partner, the Investment Adviser, the Advisor, the Partnership, any placement agent, any affiliate of the foregoing, or any other person. Closings Generally, Limited Partners may commit to the Partnership on a quarterly basis, but the General Partners may accept commitments (“Commitments”) from investors (each a “Limited Partner,” and collectively with the General Partner, the “Partners”) at any time. The General Partner reserves the right to reject commitments in its absolute discretion. Drawdowns Drawdowns of Capital Commitments will be made as and when needed to meet investment commitments, fees and expenses. The General Partner will give at least 10 business days' prior written notice to a Limited Partner of the due date of a drawdown (the “Call Notice”). A Limited Partner’s Capital Commitment will be drawn down on a pro rata basis with other undrawn Capital Commitments, undrawn Capital Commitments of investors to Feeder Vehicles (“Parallel Capital Commitments”) and excess cash commitments by Feeder Vehicles (“Excess Cash Commitments”) accepted within the same calendar quarter, and ahead of Capital Commitments, Parallel Capital Commitments and Excess Cash Commitments subsequently accepted. Capital Commitments, Parallel Capital Commitments and Excess Cash Commitments that are outstanding prior to the calendar quarter during which a Limited Partner’s Capital Commitment is accepted by the Partnership will be drawn down ahead of the Limited Partner’s Capital Commitment. A policy is in place with respect to the drawdown queuing system employed to prioritize capital for investments. The policy will be made available upon request. Any Interests issued at a drawdown will reflect any accrued Management Fee and accrued Performance Fee payable to date. See “Performance Fee” and “Management Fee” below. 53 Key Person Event In the event that the following team members cease to be active in the management of the Master Fund (as described in the Advisory and Administration Deed) for more than 60 consecutive days', the Partnership will promptly notify the Investor Advisory Committee and propose a replacement within 120 days': Kyle Mangini, Alec Montgomery, Christian Seymour, Michael Hanna, the Global Head of Infrastructure, the Heads of Australia, Europe, North America, the four most senior infrastructure professionals or all the Investment Directors (including all Executive Directors) (each a “Key Person” and collectively, the “Key Person”). In the event that the following team members cease to be active in the management of the Master Fund (as described in the Advisory and Administration Deed) for more than 60 consecutive days': (i) Any three of Kyle Mangini, Alec Montgomery, Christian Seymour and Michael Hanna (with the last remaining person being Michael Hanna or his approved replacement); or (ii) Within a 12-month period, more than 50% of the infrastructure team (being the Global Head and the Heads of Australia, Europe, North America, and the four most senior investment professionals); or (iii) Within a 12-month period, more than 50% of the Investment Directors (including all Executive Directors), (each such event described in sections (i) through (iii) above, a “Key Person Event”), the Partnership will suspend all drawdowns (excluding any drawdowns for which the Call Notice has been issued prior to a Key Person Event) until replacements have been approved by the Investor Advisory Committee, which approval will not be unreasonably withheld; provided that the suspension due to a Key Person Event described in clause (ii) above shall end if replacements are approved for the positions of the Global Head, the North American Head and the European Head, and the suspension due to a Key Person Event described in clause (iii) above shall end if 75% of the Investment Director positions are filled by the approved replacements. The proposed replacement key person shall become a Key Person if approved by the Investor Advisory Committee, which approval shall not be unreasonably withheld; provided, however, that any replacements approved by the Investor Advisory Committee for Kyle Mangini, Alec Montgomery or Christian Seymour will become a Key Person for purposes of this key person provision effective as of the second anniversary of the Investor Advisory Committee’s approval of such replacement key person(s). 54 Capital Commitment termination Each non-defaulting Limited Partner may terminate all or a portion of such Limited Partner’s undrawn, uncommitted and unreserved Capital Commitment upon 90 days' prior written notice to the General Partner, as of the end of the year following the third anniversary of the acceptance of its Capital Commitment (the “Commitment Termination Date”). Notwithstanding anything to the contrary, to the extent that such Limited Partner’s Capital Commitment is required: (i) to meet any obligations to which the Master Fund is actually or contingently committed; or (ii) to make any investments approved by the Master Fund, in each case as of the date such Limited Partner’s notice of the Capital Commitment termination is received by the General Partner, then such portion of such Limited Partner’s Capital Commitment shall remain outstanding and subject to drawdown. In addition the General Partner may, in its sole discretion, at any time, terminate all or a portion of such Limited Partner’s undrawn Capital Commitment. Default in payment A Limited Partner that defaults in any payment with respect to its Capital Commitment to the Partnership will be subject to substantial penalties, including a 25% reduction in its interest in the Partnership (including, without limitation, its capital account and right to allocations). Unless the General Partner elects to terminate a defaulting Limited Partner’s unused Capital Commitment, the defaulting Limited Partner will continue to remain obligated to make capital contributions as required by the General Partner up to the full amount of the Limited Partner’s unused Capital Commitment. See “Risk Factors” below. Borrowing The Partnership may borrow money from time to time in order to facilitate the making of investments or the payment of fund expenses. The Partnership may pledge its assets, including the Capital Commitments of its Limited Partners, to banks or other financial institutions as security for borrowings made by the Partnership or the Master Fund. Borrowings of the Partnership will be limited to 10% of the value of the Partnership plus undrawn commitments, measured at the time of the applicable borrowing. The Master Fund has the power to borrow and may do so when deemed appropriate. The Master Fund may employ leverage in connection with its investments and may invest in entities that are themselves leveraged. The borrowings of the Master Fund and the leverage employed in connection with investments held by the Master Fund, or by the entities in which the Master Fund invests, will not be taken into account in determining the Partnership’s compliance with the 10% borrowing limitation described above. 55 Eligible investors Interests may only be purchased by investors who qualify as: (i) “accredited investors” as defined in Rule 501(a) of Regulation D under the US Securities Act of 1933, as amended; (ii) “qualified purchasers” as defined under Section 2(a)(51) of the US Investment Company Act of 1940, as amended (the “1940 Act”); and (iii) meet all other eligibility standards established by the General Partner from time to time. Capital Accounts, allocation of gains and losses A capital account (“Capital Account”) will be maintained for each Partner. Net realized and unrealized appreciation or depreciation in the net value of the assets of the Partnership, including investment income and expenses, will be allocated at the end of each month (or at any other time when capital contributions or withdrawals are made) among the Capital Accounts of the Partners, in proportion to the relative values of such Capital Accounts as of the commencement of such fiscal period. A Limited Partner will not participate in the appreciation or depreciation in the net value of the assets of the Partnership until, and then only to the extent that, its Capital Commitment is drawn down and such Limited Partner makes capital contributions to the Partnership. Valuations The value of the interests of the Master Fund in its portfolio investments will be independently appraised on a quarterly basis by internationally recognized accounting firms and/or internationally recognized appraisal firms (the “Independent Appraisers”). If at any time during a calendar quarter the Advisor determines that the most recently updated valuation of the assets of the Master Fund does not fairly represent the value of such assets, including as a result of a significant event with respect to an investment held by the Master Fund, the Advisor and/or the trustee of the Master Fund may instruct an Independent Appraiser to review such valuation as it deems appropriate in its good faith discretion. Management Fee The Advisor is entitled to a fixed management fee (the “Management Fee”) which accrues monthly and is payable quarterly in arrears, based on the drawn down Capital Commitment, equal to: • 0.97% per annum of the Limited Partner’s share of the Partnership's net asset value (“NAV”)15 up to, but not including $300 million; • 0.85% per annum of the total amount of the Limited Partner’s share of NAV equal to or exceeding $300 million. No Management Fee will be charged on undrawn Capital Commitments. The General Partner will review the Management Fee periodically, but no less than every time the net asset value of the units of the Master Fund increases by at least $2 billion. 15. The Partnership’s net asset value (NAV) is calculated by deducting the value of the liabilities referable to the Partnership from the value of gross assets referable to the Partnership 56 Performance Fee The Advisor will be entitled to an annual Performance Fee equal to 20% of the net realized and unrealized appreciation in the NAV of the Interests in the Partnership in excess of a threshold return of 8% per annum (net Management Fees) over rolling three year periods ending each December 31 (the “Threshold Return”); subject to the following: (i) if the Interests fail to achieve the Threshold Return over such measuring period (such shortfall a “Threshold Return Deficit”) and in the immediately following measuring period exceed the Threshold Return (such excess a “Threshold Return Excess”), there will be no Performance Fee payable with respect to such Interests until the Threshold Return Deficit has been recovered through the Threshold Return Excess; and (ii) 50% of any Performance Fee that would otherwise be payable to the Advisor will be retained by the Master Fund to offset any Threshold Return Deficit in the immediately following measuring period and if there is no Threshold Return Deficit for such period such amounts shall be immediately payable to the Advisor. The provisions described above shall be subject to the applicable distribution and withdrawal provisions, and the date of investment (e.g., the three-year rolling period shortened as appropriate to reflect investments in the Partnership for periods shorter than three years). These provisions shall be calculated on an investor-by-investor basis. The Performance Fee will be accrued and calculated by the Advisor and will be payable within 30 days' after the end of the fiscal year. The net asset value of the Interests will reflect any accrued liability for the Management Fee and the Performance Fee based on the most recent valuation (adjusted for any relevant post-valuation event). Therefore, any Interests issued at a drawdown will reflect the accrued Performance Fee to date. The calculation of the Performance Fee will be adjusted appropriately by the Advisor to reflect distributions, if any, made by the Partnership. A Performance Fee also will be determined and paid to the Advisor with respect to any portion of a Capital Account withdrawn by a Limited Partner. The date of termination of the appointment of the Advisor will be treated as the end of a fiscal year for the purposes of determining the Performance Fee. Any and all Performance Fee amounts outstanding, including carry-forward of the Threshold Return Excess, will fall due and payable to the Advisor on the date of such termination. An example illustrating the calculation of the Performance Fee is provided in the Appendix. The General Partner will review the Performance Fee periodically, but no less than every time the net asset value of the units of the Master Fund increases by at least $2 billion. 57 Operating and other expenses The Partnership will bear all expenses associated with the investment activities, operations and organization of the Partnership. As an investor in the Master Fund, the value of the Partnership’s investments will be net of both the Partnership’s expenses and its pro rata share of the expenses of the Master Fund and the Investor Advisory Committee including, but not limited to, taxes, investment expenses such as brokerage commissions, interest expenses, expenses incurred in connection with conducting due diligence on potential investments (including transactions that fail to close) and monitoring of investments, travel expenses of the Advisor, third-party data and software expenses, professional and consulting fees, industry association expenses, legal fees and expenses, insurance expenses, accounting, audit and tax preparation expenses, administrator’s and directors’ fees and expenses, registrar and transfer agency fees and expenses, expenses relating to communicating with investors or holding annual meetings, other expenses associated with the operation of the Partnership and the Master Fund, organizational and offering expenses, and all extraordinary expenses (including, without limitation, indemnification and litigation); provided that the organizational expenses of the Master Fund and the Partnership, borne by the Partnership will not exceed $2 million. Organizational expenses will be amortized over 60 months. The General Partner, the Investment Adviser and the Advisor represent that to the extent that expenses of the Partnership and/or the Master Fund are incurred simultaneously with other activities of the General Partner, the Investment Adviser and the Advisor that are connected with accounts other than those of the Partnership, the expenses charged to the Partnership or reimbursed from the Partnership will only include the pro rata share of the expenses that are attributable to the Partnership. Withdrawals A Limited Partner may withdraw all or a portion of such Limited Partner’s Capital Account balance (or which is attributable thereto) as of the end of each quarter upon at least 90 days' prior written notice to the Partnership, subject to a minimum withdrawal amount of $1 million (unless such amount represents the entirety of its Capital Account). The General Partner’s use of assets of the Partnership, including use of capital contributions to satisfy withdrawal requests, is subject to certain limitations. See “Subscription, Withdrawal and Pre-emption Rights.” The General Partner may, in its discretion, elect to make withdrawal payments in cash, in kind or in installments; provided that any payments in kind or in installments are subject to certain limitations. See “Subscription, Withdrawal and Pre-emption Rights.” In addition, the General Partner may in its discretion limit or suspend withdrawals when such withdrawals would result in a violation by the Partnership or the General Partner of any applicable laws or regulations, if any event has occurred which may result in the dissolution of the Partnership or upon suspension of redemptions by the Master Fund. 58 In the event the General Partner determines that withdrawals should be limited to an amount that is less than the aggregate withdrawals requested as of the last business day of the applicable period, each Limited Partner who has delivered timely written notice of such withdrawal to the Partnership will receive a pro rata portion of the requested withdrawal. With respect to any remaining balance in respect of a withdrawal request or any withdrawal request that is not paid as a result of the suspension of withdrawals by the General Partner, each affected Limited Partner will have a priority at each subsequent withdrawal date over other Limited Partners whose withdrawal requests were submitted to the Partnership in respect of a subsequent withdrawal date. However, if as of the last business day of any calendar quarter, the aggregate amount of withdrawal requests (whether received in such calendar quarter or any prior calendar quarter) is, to the extent known by the General Partner, greater than 10% of the aggregate net asset value of the units of the Master Fund, all withdrawal requests shall rank equally. The General Partner may allow any Limited Partner to rescind its withdrawal request to the extent any portion thereof has not yet been paid, under certain circumstances as described under “Subscription, Withdrawal and Pre-emption Rights.” The General Partner, upon 10 days' prior written notice to a Limited Partner, may compel withdrawal of all of a Limited Partner’s Capital Account at any time if such Limited Partner’s continued investment in the Partnership is prohibited on legal or regulatory grounds. The General Partner may in its discretion waive any requirement relating to withdrawals, including, but not limited to, any notice or minimum withdrawal amount. Pre-emption rights As an alternative to withdrawal, the General Partner may sell and transfer on behalf of any Limited Partner or require any Limited Partner to sell and transfer all or any of the Interests that are subject to a withdrawal request, provided that: (i) cash and cash equivalent assets of the Partnership are insufficient to satisfy all of the withdrawal request after taking into account any liabilities which may be funded from such cash and cash equivalent assets; or (ii) it would not be in the best interests of Limited Partners as a whole to withdraw all of those Interests, including without limitation, by reason that the General Partner may need to realize any other assets of the Partnership to fund the redemption. The General Partner must effectuate any such transfer pursuant to certain procedures described under “Subscription, Withdrawal and Pre-emption Rights.” 59 Cash yield A Limited Partner may elect to re-invest distributions or receive a cash yield on its investment in the Partnership. An election may be changed on an annual basis by providing written notice to the General Partner, no later than December 31, for distributions relating to the following year. The General Partner will at its discretion determine whether the Partnership is in a position to make distributions at the end of each six-month period ending December 31 and June 30 of each year. Such distributions, if any, will be made semi-annually in January and July of each year for the preceding six-month period. Distributions are not guaranteed (see also “Risk Factors – Imposition of tax regardless of cash distributions”). In order to pay the distributions described above, the Advisor will cause the Master Fund to distribute to the Partnership, the Partnership’s pro rata share of “free cash flow” and the General Partner will distribute all free cash flow to Limited Partners, in each case not less often than semi-annually; unless otherwise instructed by the trustee, in which case, the General Partner and Advisor will meet with the Limited Partners to determine what actions the General Partner and the Advisor need to take to enable the payment of such distributions. “Free cash flow” shall mean the ordinary income and cash flow of the Master Fund and the Partnership from the underlying portfolio companies of each investment by the Master Fund and the Partnership, net of expenses payable by the Master Fund or the Partnership. The Advisor and the General Partner shall seek the Investor Advisory Committee’s guidance if the Master Fund or the General Partner intends to distribute less than 50% of the annual available cash flow. Investor Advisory Committee The Advisor has established a committee (the “Investor Advisory Committee”) to act as a global forum for consultation between the Advisor and investors on issues relating to the Feeder Vehicles. The Investor Advisory Committee Charter will be made available on request. Restrictions on transferability A Limited Partner may not pledge, assign, sell or transfer its Interest (or any part thereof), and no transferee or assignee will be admitted as a Limited Partner, without the prior written consent of the General Partner, which consent may be given or withheld in the General Partner’s discretion. Trustee obligations The trust deed for the Master Fund provides that the trustee of the Master Fund may, and has the power to, deal with the investments, assets and liabilities of the Master Fund as if it were the beneficial owner of them (although it must do so for the benefit of the holders of the units of the Master Fund). However, the trustee of the Master Fund must do anything required by resolution of the holders of all the units in the Master Fund (i.e., the Partnership and the Feeder Vehicles) (a “Unitholders Resolution”) including exercising its rights or performing its obligations in a particular way or accepting a particular recommendation of the Advisor. 60 Risk factors An investment in the Partnership is speculative and involves substantial risks. The Partnership is not registered or regulated under US or other laws. An investment in the Partnership should be considered illiquid. The Partnership may be leveraged, and the Partnership’s returns may be volatile. The fees and expenses of the Partnership may be higher than those of other investment opportunities. Prospective investors should review carefully the discussion under the section “Risk Factors” set out below. Conflicts of interest Certain conflicts of interest may arise in connection with the management of the Partnership by the General Partner, the Investment Adviser, and the investment advisory or administration services in respect of the Master Fund by the Advisor, as described in greater detail below. In particular, the Advisor, the trustee of IFM PST, the Investment Adviser, the General Partner and other entities involved in the administration of Feeder Vehicles are all related entities that have relationships and/or obligations that may conflict with their respective duties and responsibilities to the Feeder Vehicles, the Partnership and the Master Fund. In addition, such entities may provide advice and charge related advisory fees in respect of certain co-investments made by third parties in investments of the Master Fund (which advice and fees charged may be identical to, or differ from, the advice given and fees charged by the Advisor to the Master Fund). The Advisor has in place a policy for allocating investment opportunities between the Master Fund and the Advisor’s or its affiliates’ other clients and funds. The policy will be made available on request. The Master Fund acquired the portfolio assets and related liabilities of the Predecessor Fund. The Master Fund may (but does not currently expect to) acquire assets from entities affiliated with the Advisor. Such acquisitions, if any, will occur on an arm’s length basis, and their terms will be disclosed to the Investor Advisory Committee. The Advisor and affiliates of the Advisor do not expect to provide services for a fee to entities in which the Partnership has directly or indirectly invested. (See “Conflicts of Interest”). Co-investment The Advisor may offer investors an opportunity to co-invest with the Master Fund depending on the capital requirements of the particular transaction. If such co-investments are offered to investors, such offers will be made consistent with the Advisor’s internal policies and any applicable agreements. Tax considerations Each of the Partnership and the Master Fund will be treated as a partnership and not as an association taxable as a corporation for US federal income tax purposes. Each investor otherwise subject to US federal income tax will be required to include in such investor’s taxable income such investor’s share of all items of taxable income gain, loss, deduction and credit (if any) of the Partnership and the Master Fund without regard to whether any distributions are made by such entities. Such an investor may realize some combination of ordinary income or loss, short-term 61 capital gains or losses and long-term capital gains or losses, depending on the results of the Master Fund’s activities. Due to the nature of the Master Fund’s activities, the Master Fund’s income or loss for US federal income tax purposes for a particular taxable period may differ from its financial or economic results. The deductibility of an investor’s share of any losses or deductions may be limited. The Master Fund will use commercially reasonable efforts to structure its investments to minimize the amount of unrelated business taxable income that is recognized by US investors who are exempt from US federal income taxation; provided, that the foregoing will in no way limit the goal of the Master Fund to maximize pre-tax returns to all investors and will not apply to the operation of the provisions described under “Borrowing.” The Master Fund has previously made investments that will give rise to unrelated business taxable income. Accordingly, US tax-exempt investors will be subject to unrelated business income tax. US tax-exempt investors are given the opportunity to invest in the Master Fund via a Cayman Islands limited partnership that has elected to be treated as a corporation for US federal income tax purposes. US tax-exempt investors are advised to consult with their own tax advisers about the relative benefits and burdens associated with this alternative form of investment in the Master Fund. Certain income tax considerations applicable to this offering are summarized under “Certain US Federal Income Tax Considerations” and “Certain Additional Tax Considerations.” Each prospective investor is urged to consult with such investor’s own tax adviser in order to fully understand the tax consequences and risks of an investment in the Partnership. ERISA investors Investment in the Partnership is generally open to pension funds and other investors subject to the US Employee Retirement Income Security Act of 1974, as amended (“ERISA”). It is anticipated that the assets of the Partnership (but not the assets of the Master Fund) will be treated as “plan assets” of ERISA investors. For this reason, the Investment Adviser will acknowledge that, with respect to the assets held in the Partnership, it is a fiduciary subject to the fiduciary responsibility provisions of ERISA, and each investor subject to ERISA will appoint the Investment Adviser as an investment manager under ERISA with respect to the Partnership. Although the assets of the Partnership are expected to be “plan assets”, the Partnership will generally be structured as a feeder vehicle and each investor will direct the Investment Adviser to contribute its capital contributions to the Master Fund. The Master Fund will use commercially reasonable efforts to conduct the affairs and operations of the Master Fund in a manner such that the assets of the Master Fund will not be treated as “plan assets” of any ERISA investor (see “ERISA Considerations”). Regulatory matters Neither the Master Fund nor the Partnership are registered as an investment company and therefore neither of them are required to adhere to certain investment policies under the 1940 Act. The Investment Adviser is registered as an investment adviser under the Advisers Act. The Advisor files reports under the Advisers Act as an exempt reporting adviser. 62 Fiscal year Ending on December 31 of each year. Reports Limited Partners will receive annual financial reports of the Partnership including financial statements audited by the Partnership’s independent accountants (currently Deloitte & Touche). The appointment and removal of the independent accountants of the Partnership is at the sole discretion of the General Partner and may occur without notice to Limited Partners. The General Partner will provide to the Limited Partners monthly unaudited reports in respect of their limited partner interests in the Partnership within 8 business days' of month end and quarterly unaudited reports with respect to the Partnership’s performance within 45 days' of the end of a calendar quarter. Side letters The Partnership, the General Partner, the Investment Adviser, the trustee of the Master Fund and/or the Advisor may enter into side agreements with specific Limited Partners. Legal counsel O’Melveny & Myers LLP, Times Square Tower, 7 Times Square, New York, New York 10036, acts as legal counsel to the Partnership in connection with this offering of Interests. O’Melveny & Myers LLP also acts as legal counsel to the General Partner, the Investment Adviser and the Advisor on certain matters. No independent legal counsel has been retained to represent investors in the Partnership. 63 Advisory and Administration Deed The trustee of the Master Fund has entered into an agreement (the “Advisory and Administration Deed”) with the Advisor, pursuant to which the Advisor has responsibility to provide advisory and administration services in respect of all aspects of the management, operations and investment activities of the Master Fund, including, without limitation: (i) formulating and recommending the investment policy, guidelines, strategies and criteria in respect of the Master Fund and monitoring the investments, assets and liabilities for consistency with them; (ii) marketing and promoting the Master Fund; (iii) identifying, evaluating and making recommendations in respect of dealings with the investments, assets and liabilities of the Master Fund; (iv) negotiating and making recommendations in respect of the terms and conditions of dealings with investments, assets and liabilities of the Master Fund or the enforcement, settlement or initiation or defense of any legal, administrative or other similar proceedings in respect of them; (v) monitoring the investments, assets and liabilities of the Master Fund and making recommendations in respect of the exercise of rights or fulfillment of obligations with respect to them (e.g. voting rights attaching to shares in an investment); (vi) determining the net asset value of the Master Fund and each unit or class or series of unit in accordance with the Trust Deed for the Master Fund; (vii) preparing the accounting records and financial statements of the Master Fund and arranging the audit of the financial statements of the Master Fund by an auditor approved by the trustee of the Master Fund; (viii) preparing or arranging the preparation of any tax or other filings required to be made in respect of the Master Fund; (ix) making recommendations to make distributions from the Master Fund; and (x) dealing with and replying to communications by or to the holders of units in the Master Fund and receiving, processing and accepting or rejecting (or making recommendations to accept or reject) applications for or withdrawals or transfers of units in the Master Fund. The Advisor is required to meet with the trustee of the Master Fund and provide the trustee of the Master Fund with information when reasonably requested by the trustee of the Master Fund and comply with any reasonable instructions or directions of the trustee of the Master Fund in respect of the advisory or administration services provided under the Advisory and Administration Deed. In practice, the Advisor meets with the trustee of the Master Fund once every six months to provide a report to the trustee and to answer any questions the trustee may have. The Advisor will also be required to provide prompt notice to the trustee of the Master Fund of any conflict between the interests of the Advisor and its affiliates and the interests of the holders of units in the Master Fund. The Advisory and Administration Deed provides that the Advisor may appoint a person (including an affiliate) as a delegate or agent to exercise any rights or perform any obligations of the Advisor under the Advisory and Administration Deed or to provide services to the Advisor in respect of the exercise of any rights or performance of any obligations of the Advisor under the Advisory and Administration Deed (but may not appoint a person other than an affiliate to exercise the overall rights and perform the overall obligations of the Advisor without the approval by resolution of the holders of all the units in the Master Fund (i.e., the Partnership and the Feeder Vehicles) (a “Unitholders Resolution”)). 64 Except as specifically provided in the Advisory and Administration Deed and/or the Trust Deed of the Master Fund or to the extent prohibited under applicable law, the Advisor and its affiliates will not be restricted or prohibited from holding any units in the Master Fund, dealing with the trustee of the Master Fund on an arm’s length basis, being interested in a contract or transaction with the trustee of the Master Fund or retaining for itself any profits or benefits derived from any such contract or transaction, acting in a similar capacity in relation to another fund, investing or inviting any person to co-invest with the Master Fund or managing or providing advisory or other services in respect of any such investment or having a conflict of interest to the extent permitted by law. The Advisory and Administration Deed will be effective until the appointment of the Advisor is terminated by: (i) either the trustee of the Master Fund or the Advisor giving notice to the other party in the event that: (a) an administrator, receiver or liquidator is appointed to the other party or in respect of the Master Fund; (b) the other party (or, in the case of the trustee of the Master Fund, the Master Fund) ceases or threatens to cease to conduct all or a substantial part of its business; (c) the other party (or, in the case of the trustee of the Master Fund, the Master Fund) becomes insolvent or enters into a scheme of arrangement with its creditors; (d) the other party is convicted of a criminal offence which in the reasonable opinion of the party giving notice affects the capacity of that party to perform its obligations under the Advisory and Administration Deed; (e) the other party is in material breach of the Advisory and Administration Deed and fails to remedy the breach within 30 business days' of receiving a request to do so or the breach is incapable of remedy; or (f) applicable law changes so that it requires the Advisory and Administration Deed to be terminated or has a material detrimental effect on the rights or obligations of the parties; (ii) the Advisor giving notice to the trustee of the Master Fund in the event the trustee of the Master Fund is replaced as trustee of the Master Fund; or (iii) the trustee of the Master Fund giving notice to the Advisor if required, with or without cause, by Unitholders Resolution. The termination will be effective immediately and the Advisor will not be entitled to any Management Fee or Performance Fee for any period after termination. 65 The Advisory and Administration Deed provides that the Advisor will not be liable for the acts or omissions of the Advisor except in the same circumstances and to the same extent as the Advisor would be liable under the trust deed for the Master Fund if the Advisor were the trustee of the Master Fund (i.e., the act or omission constituted willful default, breach of trust or fraud) and, in this regard, an act or omission by the Advisor will be taken not to have been willful default, breach of trust or fraud to the extent it is: (i) as a consequence of the impracticability or impossibility of exercising any right or performing any obligation for any reason beyond the Advisor’s control; (ii) caused or contributed to, consistent with or in reliance on any assistance, recommendation, information or advice provided by a service provider or delegate where there was no willful default, breach of trust or fraud in: (a) exercising reasonable care in selecting and appointing the service provider or delegate (other than where the person is appointed with the approval of a Unitholders Resolution); (b) considering and evaluating the assistance, recommendation, information or advice provided by the service provider or delegate; (c) reviewing and monitoring the capacity and performance of the service provider or delegate; or (d) having a belief that the service provider or delegate is appropriately qualified to provide the services or act as delegate (other than where the person is appointed with the approval of a Unitholders Resolution); or (iii) required by Unitholders Resolution. The Advisor will be indemnified from the assets of the Master Fund in respect of any claims, actions, damages, liabilities, losses, costs, outgoings and expenses which are paid, suffered or incurred by the Advisor or for which the Advisor is liable in respect of the performance of its obligations under the Advisory and Administration Deed or the exercise or purported or attempted exercise of the powers, authorities and discretions vested in the Advisor or at law in the same circumstances and to the same extent as the Advisor would be liable under the trust deed for the Master Fund or at law if the Advisor were the trustee of the Master Fund (i.e., the claim, action, damage, liability, loss, cost, outgoing or expense which is paid, suffered or incurred does not arise from its willful default, breach of trust or fraud). However, the Advisor will not be indemnified for overhead expenses including rent and other costs in respect of business premises, salaries, information technology, obtaining or maintaining any licenses, permits, approvals, authorizations, certificates or insurances (except insurance premiums to the extent attributable to any person appointed by or on behalf of the trustee of the Master Fund as a director or officer of any entity or associate of an entity in which any assets of the Master Fund are, or are to be, invested), fees of placement agents or any tax in respect of the income of the Advisor (but excluding travel and accommodation expenses in respect of the Master Fund including travel and accommodation expenses relating to actual or potential investments or other assets or liabilities of the Master Fund and those of the Investor Advisory Committee). The trustee of the Master Fund is also required to indemnify from the assets of the Master Fund any person appointed by or on behalf of the trustee of the Master Fund as a director or officer of any entity or associate of an entity in which any assets of the Master Fund are, or are to be, invested in respect of any claims, actions, damages, liabilities, losses, costs, outgoings and expenses which are paid, suffered or incurred by the person or for which the person is liable, except to the extent arising as a result of the fraud, dishonesty or willful misconduct of such person. 66 Risk Factors The Partnership is intended for sophisticated long-term investors who can understand and accept the significant risks associated with investing in illiquid securities. An investment in the Partnership involves various risk factors, including the possibility of partial or total loss of such investment, and prospective investors should not subscribe unless they can bear the consequences of such loss. There can be no assurance that the Partnership will achieve its investment objective, or that there will be any return on capital. In particular, prospective investors should take into account the fact that the expectations discussed in this Memorandum regarding potential returns relate to returns on average over a period of time and the actual return achieved may be more or less in any particular year. Furthermore, different returns may be achieved by different investments, according to their different cost bases. The following is a brief description of certain factors that prospective investors should carefully consider, along with other matters discussed elsewhere in this Memorandum, prior to making an investment in the Partnership. Each of the risks discussed below could have a material adverse effect on an investment in the Partnership. The following, however, does not purport to be a comprehensive summary of all the risks associated with an investment in the Partnership, but should be considered carefully by investors. Prospective investors are encouraged to discuss their individual circumstances with their professional advisers before investing in the Partnership. Prospective investors should conduct their own due diligence assessment of an investment in the Partnership, independently and without reliance on the General Partner, the Investment Adviser, the Advisor, or their respective affiliates and advisers. General investment risks Nature of investment: An investment in the Partnership requires a long-term commitment, with no certainty of return. By their nature, infrastructure investments are generally less liquid and involve a longer holding period than most traditional investments, including most private equity investments. A portfolio investment of the Master Fund may be illiquid because, among other reasons, there is no established market for the particular type of asset or company, there is a scarcity of disposition options, or there are legal, tax, regulatory or contractual restrictions associated with the disposal of the portfolio investment. Lack of liquidity of interests – transfer and withdrawal requests: An investment in the Partnership provides limited liquidity since withdrawal rights are not unqualified and Interests may not be transferred without the prior written consent of the General Partner, which generally may be withheld in its absolute discretion. In addition, the Interests are subject to restrictions on transferability and resale under various securities laws and may not be transferred or resold except in compliance with those laws. There is no public market for the Interests. Each purchaser of an Interest is required to represent that the Interest is being acquired for its own account, for investment, and not with a view to resale or distribution. Competitive nature: The Master Fund will be competing for investments with other investors, including infrastructure funds, private equity funds and hedge funds, large and well-capitalized industrial groups and commercial, investment and merchant banks, all with similar investment objectives. Some of these competitors could have financial and strategic resources significantly in excess of those of the Master Fund, may be willing to provide financing and other operational assistance to infrastructure investments on more favorable terms than the Master Fund and may make competing offers for investment opportunities that are identified by the Master Fund. 67 Even after an agreement in principle has been reached, consummating the transaction is subject to numerous uncertainties, only some of which are foreseeable or within the control of the Advisor. To the extent that the Master Fund encounters competition for investments, yields to investors may be reduced. Dependence on key personnel: The success of the Partnership and the Master Fund depends in substantial part on the skill and expertise of the investment professionals and other employees of the Advisor. There can be no assurance that the investment professionals or other employees of the Advisor will continue to be employed by the Advisor throughout the life of the Partnership and the Master Fund. The loss of key personnel could have a material adverse effect on the Partnership and the Master Fund. Limited number of investments: The Master Fund may invest in a limited number of investments and, as a consequence, the aggregate returns realized by the Partnership, and in turn the Limited Partners, may be materially and adversely affected by the unfavorable performance of a small number of such investments. Furthermore, the Partnership and the Master Fund have only limited guidelines for sector diversification within the infrastructure industry and investments may be concentrated in only a few infrastructure sectors. The Master Fund may also make investments that are not diversified geographically. Minority investments: The Master Fund may make minority equity and equity-related investments, where the Master Fund may not be able to participate in the management or otherwise control or influence the business or affairs of such investment. In such cases, the portfolio company may have economic or business interests or goals that are inconsistent with those of the Master Fund, and the Master Fund may be unable to limit or otherwise protect the value of its investment. Due diligence risk: The Master Fund may acquire infrastructure assets operating in countries and regions where market and financial information is limited. Formal business plans, financial projections and market analysis may not be available. Public information on such potential infrastructure assets may be difficult to obtain or verify. While the Advisor will endeavor to conduct rigorous due diligence on each portfolio investment, the Advisor gives no assurance that any such due diligence will be thorough or conclusive and that all material risks in potential investments will be identified. Moreover, the expenses relating to such due diligence could be quite substantial. Due diligence costs may include, among others: feasibility and technical studies; preliminary engineering costs and marketing studies; environmental reviews; legal costs; and bid preparation and submission costs. These and other related expenses will be borne by the Master Fund, regardless of whether the Master Fund’s bid for any particular investment is accepted. Political risks: The operation of the Master Fund’s assets may be affected by sovereign or political risk. Major disturbances such as wars, riots, strikes, blockades and acts of terrorism have the potential to adversely affect the revenues of infrastructure owners such as the Master Fund. The assets of the Master Fund are subject to regulations and taxes which impact both revenues and expenses of the Master Fund. Changes in laws or regulations have the potential to adversely impact the returns of the Master Fund. 68 Inflation: Inflation may affect the portfolio investments of the Master Fund adversely in a number of ways. During periods of rising inflation, interest rates on debt instruments the Master Fund or entities related to investments may have issued could increase, which would tend to reduce returns to investors. Inflationary expectations or periods of rising inflation could also be accompanied by increases in the prices of commodities which are critical to the construction and/or operation of infrastructure assets. The market value of such investments may decline in value in times of higher inflation rates. Some of the portfolio investments of the Master Fund may have income linked to inflation whether by government regulation, contractual arrangement or other means. However, as inflation may affect both income and expenses, any increase in income may not be sufficient to cover increases in expenses. Unspecified investments: The Master Fund has made only a limited number of portfolio investments. With respect to future portfolio investments, investors will not have an opportunity to evaluate for themselves: (i) the terms of the acquisition of the portfolio investments by the Master Fund; (ii) the type or location of the portfolio investments; or (iii) other relevant economic and financial data affecting the portfolio investments. Since it is anticipated that investors will be permitted to invest in the Partnership from time to time, an investor who acquired its Interests later may have more information available concerning specific portfolio investments than earlier investors. Valuation risk: Most of the Master Fund’s portfolio investments will be highly illiquid, and will most likely not be publicly traded or readily marketable. The Advisor therefore, will not have access to readily ascertainable market prices when establishing initial or quarterly valuations of the portfolio investments and there may be a relative scarcity of market comparables on which to base the value of the portfolio investments. For the purposes of valuing portfolio investments, the Advisor will appoint independent external appraisers to determine the fair market value of such assets. While such external appraisers will endeavor to determine and establish valuations of the portfolio investments based on their estimates of the market values of such investments and valuation principles they consider sound, given the nature of infrastructure assets, such valuation may be difficult. Further, the assumptions made in making a valuation may subsequently prove to be incorrect. Given the difficulty associated with forecasting variables, often many years into the future, the capital value and expected cash returns from portfolio investments may be less than expected. Investors ultimately bear the risk of whether a portfolio investment is well conceived and the underlying investment assumptions are realized. General economic conditions: General economic conditions may affect the Master Fund’s activities. Interest rates, general levels of economic activity, the price of securities and participation by other investors in the financial markets may affect the value of portfolio investments made by the Master Fund or considered for prospective investment. For example, in July 2007, there was a loss of confidence by investors in the value of securitized mortgages in the United States. This resulted in a liquidity crisis that prompted a substantial injection of capital into financial markets by the United States Federal Reserve, Bank of England and the European Central Bank. In addition, the Master Fund has investments in countries within the European Union, which use the Euro as their national currency. 69 Given current market conditions, there is a risk that a default of certain European Union member states may lead to the collapse of the Euro as it is constituted today or that certain European Union member states may cease to use the Euro as their national currency. This could have a detrimental effect on the performance of investments both in those countries that may experience a default on liabilities and in other countries whether within and without the European Union which are significant trading partners. These crises have had a significant impact on the growth of economies around the world and the availability of credit. It is unclear as to how quickly global economies will recover. Such uncertainty creates additional risk in respect of the valuation of the Master Fund’s portfolio investments and on the ability of the Master Fund to make investments given the limited credit in the market and how the economic downturn will impact the value of the existing portfolio. Investments in infrastructure assets generally General: An investment in the Partnership is subject to certain risks associated with the ownership of infrastructure and infrastructure-related assets in general, including: the burdens of ownership of infrastructure; local, national and international economic conditions; the supply and demand for services from and access to infrastructure; the financial condition of users and suppliers of infrastructure assets; changes in interest rates and the availability of funds which may render the purchase, sale or refinancing of infrastructure assets difficult or impractical; changes in environmental and planning laws and regulations, and other governmental rules; environmental claims arising in respect of infrastructure acquired with undisclosed or unknown environmental problems or as to which inadequate reserves have been established; changes in energy prices; changes in fiscal and monetary policies; negative economic developments that depress travel; uninsured casualties; force majeure acts, terrorist events, under-insured or uninsurable losses; and other factors which are beyond the reasonable control of the Partnership or the Master Fund. Many of these factors could cause fluctuations in usage, expenses and revenues, causing the value of the Master Fund’s portfolio investments to decline and negatively affecting the Partnership’s and the Master Fund’s returns. Operational and technical risk: Investments in infrastructure assets may be subject to operational and technical risks, including risk of mechanical breakdown, failure to perform according to design specifications, labor and other work interruptions, and other unanticipated events that adversely affect operations. There can be no assurance that any or all such risk can be mitigated. An operating failure may lead to loss of a license, concession or contract on which a portfolio investment may depend. The long-term profitability of an infrastructure project, once constructed, is partly dependent upon efficient operation and maintenance of the project. Inefficient operations and maintenance and, in certain infrastructure sectors latent defects in acquired infrastructure assets, may adversely affect the returns of the Partnership. Regulatory risk: Many of the Master Fund’s portfolio investments are subject to different statutory and regulatory regimes, including those imposed by zoning, environmental, safety, labor and other regulatory or political authorities. In addition, the adoption of new laws or regulations, or a change in the interpretation of existing ones, or any of the other regulatory risks mentioned above could have a material adverse effect on the Master Fund’s ability to meet its investment objectives. Statutory and regulatory requirements may require a portfolio company to obtain numerous regulatory approvals, licenses and permits. 70 Failure to obtain or a delay in obtaining relevant permits or approvals could hinder construction or operation and could result in fines or additional costs for a portfolio company or the Master Fund, which could have a material adverse effect on such an investment or investment returns generally. Construction risks: The Master Fund may make investments in infrastructure projects during the construction phase, which will generally not produce income during such phase. To the extent that the Master Fund invests in new infrastructure projects, there is a risk that the project will not be completed within budget, within the agreed timeframe or to the agreed specifications. Delays in project completion can result in an increase in total project construction costs and/or an increase in debt service costs. Project delays may also delay the scheduled flow of project revenues or result in late delivery penalties. Contract risk: To the extent that the Master Fund invests in assets that are governed by concession agreements with government authorities (whether at the national, state, local, district or other level), there is a risk that these authorities may not be able to or may choose not to honor their obligations under such agreements, especially over the long-term. Government leases or concessions may also contain clauses more favorable to the government counterparty than would a typical commercial contract. For instance, a lease or concession may enable the government to terminate the lease or concession in certain circumstances without requiring it to pay adequate compensation. In addition, government counterparties also may have the discretion to change or increase regulation of the Master Fund’s operations, or implement laws or regulations affecting the Master Fund’s operations, separate from any contractual rights they may have. Governments have considerable discretion in implementing regulations that could impact infrastructure assets, and because, in many cases, infrastructure businesses provide basic, everyday services, and face limited competition, governments may be influenced by political considerations causing them to make decisions that adversely affect the Master Fund’s portfolio investments. Litigation risk: Infrastructure assets are often governed by a complex series of legal documents and contracts. As a result, the risks of a dispute over interpretation or enforceability of the documentation and consequent costs and delays may be higher than for other types of investments. In addition, the Partnership and Master Fund may be subject to claims by third parties (either public or private), including environmental claims, legal action arising out of acquisitions or dispositions, workers’ compensation claims and third party losses related to disruption of the provision of infrastructure services by an infrastructure provider. Further, it is not uncommon for infrastructure assets to be exposed to legal action from special interest groups seeking to impede particular infrastructure projects to which they are opposed. If any of the Master Fund’s portfolio investments become involved in material or protracted litigation, the litigation expenses and the liability threatened or imposed could have a material adverse effect on the Partnership and Master Fund. Demand and user risk: The revenue generated by infrastructure and infrastructure-related assets may be impacted by the demand for the products or services produced by such assets (for example, traffic volume on a toll road). Any reduction in demand and/or the number of users may negatively impact the returns of the Master Fund. Demand for infrastructure assets may be subject to seasonal variations which may increase or decrease revenues and profitability at various times during the year, and which could affect the short-term returns of the Master Fund. 71 Strategic assets risk: The Master Fund may invest in or acquire assets that constitute significant strategic value to public and/or government bodies. The nature of these assets could generate additional risks not common in other industry sectors. The national or regional profile of such assets and/or their irreplaceable nature may increase the risk of terrorist acts or political actions. In addition, the essential nature of the services provided by public infrastructure assets creates a higher probability that the services provided by such assets will be in constant demand. Accordingly, in the event of the failure of such a strategic asset to make such services available, users of such services may incur significant damage and may be unable to replace the supply of such services or otherwise mitigate any such damage, thereby heightening the potential loss from third-party claims against the Partnership and Master Fund for such failures. Catastrophic and force majeure risks: The Master Fund’s portfolio investments may be subject to catastrophic events and other force majeure events during their construction, technical and/or operational phases. These events could include fires, floods, earthquakes, adverse weather conditions, changes in law, eminent domain, wars, riots, terrorist attacks and similar risks, which may be uninsurable or insurable at rates that the Advisor deems uneconomic. These events could result in the partial or total loss of a portfolio investment, significant down time resulting in lost revenues, and injury or loss of life, as well as litigation related thereto, among other potentially detrimental effects. Potential environmental liability: Large-scale infrastructure projects in which the Master Fund may invest may have a significant impact on their local environments, or be particularly susceptible to events or changes in those environments or to requirements of political or administrative authorities in respect of their environmental impact. In the United States, Europe and other countries or regions, infrastructure projects are subject to numerous environmental laws and regulations, some of which regulate air emissions of pollutants, such as sulfur dioxides, nitrogen oxides, and particulate matters, and, in the case of generators, limits on the emissions of mercury. Future environmental laws regulating infrastructure projects could become more restrictive, as domestic and foreign governments aim to limit the impact of infrastructure on local wildlife and natural resources and reduce the global emissions of greenhouse gases. In addition, an owner of an infrastructure asset may be liable for past and future damages caused by environmental pollutants located on, or emitted from, or otherwise attributable to the asset, as well as for the costs of remediation and, in some circumstances, fines or other penalties. These liabilities may exceed the value of the infrastructure asset at issue and may result in claims against the owner that would result in the loss of other assets of the owner. While the Advisor will exercise reasonable care to acquire infrastructure assets that do not present a material risk of such liabilities, environmental liabilities may arise as a result of a large number of factors, including changes in laws or regulations and the existence of conditions that were unknown at the time of acquisition or operation. Counterparty risk: Counterparties are third parties that enter into contracts either directly with the Master Fund or with any of its portfolio investments. The long-term financial performance of the Master Fund is partially dependent on the creditworthiness and performance of counterparties with regard to a variety of agreements and arrangements. The Master Fund is exposed to a risk of loss due to a counterparty’s default. If a counterparty is unable or chooses not to meet its obligations, financial or otherwise, the Master Fund may be adversely impacted. 72 Troubled infrastructure assets: The Master Fund may invest in assets or entities that are experiencing operational, financial or other difficulties. Portfolio investments in these assets or entities generally require an extensive commitment of resources, including time, on the part of the Master Fund and carry a greater risk that such an asset or entity may be involved in a bankruptcy proceeding. In such an event, the Master Fund would be exposed to the risk of a proceeding of uncertain duration and to the possibility of little or no return on its investment. Corporate governance risk: Lack of appropriate shareholder rights, lack of transparency, lack of appropriate delegations, inadequate disclosure to the board of directors, inadequate risk management systems, lack of overall board skills and mix, or lack of appropriate remuneration and incentives can adversely impact performance of investments in infrastructure assets. All governance factors must be appraised and mitigated by seeking appropriate shareholder rights and ensuring compliance with relevant laws and regulations and internationally accepted standards of corporate behavior. Workplace health and safety: Investments in infrastructure assets may be exposed to liability from loss of life and equipment arising from inadequate workplace health and safety practices. Due diligence must include a review of possible hazards, including a review of written policies, practices and procedures to ensure that appropriate corrective action is taken to prevent accidents or injuries arising from these hazards. Climate change risk: Investments in infrastructure may be exposed to direct or indirect impacts of climate change. Direct impacts of climate change may include physical impacts such as flooding, higher energy costs and changes in demand. Indirect impacts may include compliance with legislation related to climate change. Lack of adaptation by infrastructure assets to manage material risks associated with climate change can have adverse financial and operational impacts. Risks relating to the Partnership’s and the Master Fund’s investment objective and investment program General: There can be no assurance that the Master Fund will achieve its investment objective and/ or target returns. Although the Advisor will endeavor to recommend investments that are consistent with the Master Fund’s investment objective and/or target returns, investments in infrastructure and infrastructure-related assets involve an inherently greater risk of loss of capital than various other types of investments, due in large part to the risk factors outlined in this Memorandum. Lack of liquidity of infrastructure assets: Although the Master Fund’s portfolio investments may generate some current income, they are expected to be generally illiquid. In addition, public sentiment and political pressures may affect the ability of the Master Fund to sell one or more of its infrastructure assets. As a result, it may be difficult from time to time for the Master Fund to realize, sell or dispose of a portfolio investment at an attractive price or at the appropriate time or in response to changing market conditions, or the Master Fund may otherwise be unable to complete a favorable exit strategy. Losses on unsuccessful portfolio investments may be realized before gains on successful portfolio investments are realized. Although some infrastructure assets may generate operating income, the full return of capital and the realization of gains, if any, will generally occur only upon the partial or complete disposal of an investment. Additionally, income from some portfolio investments may not be realized until a number of years after they are made. Prospective investors should therefore be aware that they may be required to bear the financial risk of their investment for an indefinite period of time. 73 Future investments; inability to invest committed capital: The investments that will be acquired by the Master Fund have not yet been fully identified. The activity of identifying, completing and realizing attractive investments is highly competitive and involves a high degree of uncertainty. Such competition and uncertainty may adversely affect the terms upon which investments can be made. Consequently, investors in the Master Fund will be relying on the ability of the Advisor to identify a sufficient number of investment opportunities for the Master Fund and to acquire them on attractive terms. Further, as competition for investment opportunities increases, the number of opportunities for appropriate investments may decrease. If the combination of increased competition and fewer investment opportunities leads to higher valuations of potential investments, the Master Fund may either pay more for its investments than anticipated, thus potentially reducing the Master Fund’s returns, or be precluded from investing at all. Although the Advisor believes that significant opportunities currently exist, because of the factors described above, there is no assurance that the Master Fund will be able to fully invest the Capital Commitments of Limited Partners or that suitable investment opportunities will be identified that satisfy the Master Fund’s investment objectives and/or target returns. If the Master Fund is unable to fully invest the Capital Commitments, the potential return to the investors could be materially reduced. Project finance: Some of the Master Fund’s investments may be structured on a project finance basis. A project finance structure entails the assumption of “project risk” by equity investors such as the Master Fund, usually without recourse to a project sponsor. Such risk can include many, if not all, of the risks factors outlined in this Memorandum. Follow-on investments: The Master Fund may be called upon to provide additional funding for a portfolio investment or have the opportunity to increase such an investment. There can be no assurance that the Master Fund will wish to make follow-on investments or that it will have sufficient funds to do so. Similarly, consortium partners may decline to fund their pro rata share of any such follow- on investments. Any decision by the Master Fund or a consortium partner not to make a follow-on investment or their inability to make them may have a substantial negative impact on such an investment in need of further investment, and may diminish the Master Fund’s ability to influence the portfolio investment’s future development. Concentration: The Master Fund will seek to invest all of its assets in either direct or indirect ownership of infrastructure assets. Given the concentration of the Master Fund’s assets in the infrastructure sector, the Master Fund will be more susceptible to adverse economic or regulatory occurrences affecting that sector than an investment entity that is not concentrated in a single sector. Leverage: The Master Fund’s portfolio investments may include businesses and companies whose capital structures may have significant leverage. Although the Advisor will seek to use leverage in a prudent manner, the leveraged capital structure of such investments will increase the exposure of such businesses and companies to adverse economic factors such as downturns in the economy or deterioration in the condition of the company or its industry. 74 Management of assets: In certain instances where the Master Fund takes a controlling position in an infrastructure asset, it will rely on existing operating management teams that have extensive experience in the day-to-day operations of these businesses. Consequently, the operational success of such businesses, as well as the success of the Master Fund’s internal growth strategy, will be dependent on the continued efforts of the management teams of such businesses. The loss of key personnel, or the inability to retain or replace qualified employees, could have an adverse effect on the Master Fund’s business, financial condition and results of operations. In other cases, the Master Fund will rely on third parties, under services agreements with the Master Fund and/or other third parties, to provide day-to-day operating management of investments. However, there are a limited number of operators with the expertise necessary to successfully maintain and operate infrastructure projects. Even if a third-party manager can be located, there can be no assurance that these arrangements will lead to successful performance or that the results will be as planned. Risk arising from provisions of managerial assistance: The Master Fund has elected to structure its portfolio investments so that it is a venture capital operating company within the meaning of the regulations promulgated under the US Employee Retirement Income Security Act of 1974, as amended (“ERISA”). This requires the Master Fund to obtain rights to participate substantially in and to influence substantially the conduct of the management of the majority of the portfolio investments of the Master Fund. The Master Fund typically designates officers or employees of the Advisor to serve on the boards of directors of portfolio companies of the Master Fund. The designation of directors and other measures contemplated could expose the assets of the Master Fund to claims by a portfolio company, its security holders and its creditors. The Master Fund could also cease to be a venture capital operating company for ERISA purposes. Consortium partners: Given that large capital investments are often required for obtaining infrastructure assets, the Advisor may identify consortium partners to co-invest with the Master Fund in many of its portfolio investments. The Master Fund’s ability to achieve its objectives may depend on the Advisor’s ability to identify such consortium partners and to negotiate and execute mutually acceptable terms and conditions in respect thereof. Such investments will involve additional risks which may not be present in investments which do not involve a consortium partner, including the possibility that a consortium partner may at any time have economic or business interests or goals that are not consistent with those of the Master Fund, may be in a position to take (or block) action in a manner inconsistent with the Master Fund’s objectives or may have financial difficulties, become bankrupt or default on its obligations. While the Master Fund intends to mitigate these risks contractually through agreements or other similar arrangements, there can be no assurance that it will be successful in doing so. In addition, under certain circumstances the Master Fund may be liable for actions of its consortium partners. To reduce the possibility of liability, the Master Fund may seek to hold its assets through limited-liability entities and, where appropriate, may obtain indemnities from its consortium partners. 75 Bankruptcy risk: Each investment in an entity that invests in infrastructure assets is subject to the risk that the business and/or the assets of such entity may be pledged to third parties, including senior lenders, and could be foreclosed upon or otherwise acquired by such third parties under certain circumstances, including an incipient and/or unremedied default. In the event of the bankruptcy of such an entity, prior distributions to the Master Fund and the Partnership from such entity may be reclaimed if such prior payments are determined to have been a “preference” payment under applicable bankruptcy and related laws and regulations. In such an instance, the Master Fund and the Partnership would be required to return any such preferential payment and would only be entitled to receive its share of such entity’s assets after payment to all other creditors and, possibly, other equity holders with a preferred interest. Currencies: The Master Fund may invest in debt and equity securities denominated in currencies other than the US dollar and in other financial instruments, the price of which is determined with reference to currencies other than the US dollar. However, the Master Fund values its securities and other assets in US dollars. The value of the Master Fund’s assets will fluctuate with US dollar exchange rates as well as with price changes of the Master Fund’s investments in the various local markets and currencies. Thus, an increase in the value of the US dollar compared to the other currencies in which the Master Fund makes its investments will reduce the effect of increases and magnify the effect of decreases in the prices of the Master Fund’s securities in their local markets. Conversely, a decrease in the value of the US dollar will have the opposite effect of magnifying the effect of increases and reducing the effect of decreases in the prices of the Master Fund’s non-US dollar securities. Hedging transactions: While under no obligation to do so, the Master Fund and/or the Partnership may enter into transactions or investments in relation to any or all currency exchange, interest rate, inflation rate, commodity or other risks in connection with investments, although it may not be practical or cost- effective to hedge such risks precisely, especially where the magnitude and timing of future cash flows are not known with certainty. There can be no assurance, in such cases, that: (i) such hedges will: (a) be available; (b) be available at a reasonable cost; (c) be sufficient; (d) actually eliminate the risk of fluctuation in the rates being hedged; or (ii) that counterparties to any hedging transaction would perform as expected. Further, even if the Master Fund and/or the Partnership were to enter into hedging transactions such transactions could, while reducing certain rate risks, themselves entail other risks that may result in the Master Fund and/or the Partnership obtaining a poorer overall performance than if such party had not entered into any hedge transactions. The Advisor does not expect to enter into transactions to hedge against currency risks. 76 Non-US investments: The Master Fund expects to invest actively in North America and Europe, and opportunistically in other countries (which may include emerging market countries – see “Emerging Market Risk” below). Such investments may involve certain factors not typically associated with investing in the US, including risks relating to: (i) currency exchange matters, including fluctuations in the rate of exchange of the US dollar against the applicable currency, and costs associated with conversion of investment principal and income from one currency into another; (ii) differences between US and non-US infrastructure markets, the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements, and differences in government supervision and regulation; (iii) certain economic and political risks, including potential exchange-control regulations and potential restrictions on non-US investments; and (iv) certain geographically specific risks (such as weather). In addition, with any investment in a non-US country, there exists the risk of adverse political development including nationalization, confiscation without fair compensation, or war, as well as laws and regulations that may impose restrictions or approvals that would not exist in the US and may require financing and structuring alternatives that differ significantly from those customarily used in the US. The Advisor will analyze risks in the applicable non-US countries before making such investments, but no assurance can be given that the political or economic climate, or particular legal or regulatory risks, will not adversely affect an investment. Emerging market risk: The Master Fund may hold assets in countries that may be considered “emerging markets” at the time of investment. Emerging markets are countries that have started developing financial markets but have yet to reach a mature stage of development and where economic or political volatility exists. Many Latin American, Eastern European and Asian countries are considered emerging markets. Emerging markets may have increased risks due to political and social instability, including the potential for civil wars; pervasiveness of corruption and crime; increased likelihood of nationalization of infrastructure; and little or no government authority in supervising and regulating business and industry practices. Many emerging market countries have experienced high rates of inflation for many years, which has had and may continue to have significant negative effects on the economies of those countries. Economies in individual emerging markets may differ favorably or unfavorably from the US economy in such respects as gross domestic product rate of growth, rates of inflation, exchange rate depreciation, capital reinvestment, resource self-sufficiency and balance of payments positions. 77 Risks relating to the terms of an investment in the Partnership Performance fees: The payment to the Advisor of Performance Fees may create an incentive for the Advisor to cause the Master Fund to make investments that are riskier or more speculative than would be the case if the Advisor were only paid a fixed fee. In addition, since any Performance Fee payable to the Advisor will likely be calculated on a basis that includes unrealized appreciation of the assets of the Master Fund, such fee may be greater than if it was based solely on realized gains. Investor default: The Partnership may experience difficulty in making up for a shortfall from other sources should an investor fail for whatever reason to pay to the Partnership sums requested by the General Partner on any due date of a drawdown in respect of such investor’s Capital Commitments (a “Defaulting Investor”). Other investors may be required to make additional contributions to replace such shortfall, thereby reducing the diversification of their investments. Any default by one or more investors could have an adverse effect on the Partnership, its assets and the interest of other investors. A Defaulting Investor will be subject to the significant financial consequences and other remedies specified in the Partnership Agreement. Disposition risks: In connection with the disposition of a portfolio investment, the Master Fund may be required to make representations about the business and financial affairs of such investment typical of those made in connection with the sale of any business, or may be responsible for the contents of disclosure documents under applicable securities laws. The Master Fund may also be required to indemnify the purchasers or underwriters to the extent that any such representations or disclosure documents turn out to be incorrect, inaccurate or misleading. These arrangements may result in contingent liabilities, which might ultimately have to be funded by the Master Fund and, therefore, may indirectly be borne by the investors. Limited recourse to the General Partner, the Advisor and the Investment Adviser: The Partnership Agreement and the other governing documents of the Partnership will limit the circumstances under which the General Partner, the Advisor, or the Investment Adviser (and any managers or directors thereof) and each of their respective affiliates can be held liable to the Partnership and its investors. As a result, investors may have more limited rights of action in certain cases than they would in the absence of such provisions. Regulatory risks and tax risks Absence of regulatory oversight: Although the Partnership may be considered similar to an investment company, the Partnership will not be registered as an investment company under the US Investment Company Act of 1940, as amended (the “1940 Act”). Accordingly, certain provisions of the 1940 Act (which, among other things, require investment companies to have a certain number of disinterested directors and regulate the relationship between the adviser and the investment company) will not be applicable. Interests in the Partnership have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption therefrom available under Regulation D under the Securities Act. Accordingly, interests in the Partnership will be offered only to investors that, among other requirements, are accredited investors within the meaning of Regulation D, such that the offering of interests in the Partnership will not constitute a public offering. 78 Adverse treatment of certain investors: The operation of the Partnership and the tax consequences of an investment in the Partnership are substantially affected by legal requirements, including those imposed by ERISA, the United States Internal Revenue Code of 1986, as amended and regulations promulgated under each of those statutes, and other laws and, in the case of non-US investments, by the laws, including tax laws, of the relevant jurisdiction. To ensure compliance with regulations and laws which affect one group of investors, the Partnership and the Investment Adviser may, acting reasonably and in good faith, take actions or omit to take actions which ensure compliance with such regulations and laws. Such actions or omissions may have an adverse effect on certain investors. Imposition of tax regardless of cash distributions: Limited Partners must recognize for income tax purposes their pro rata shares of the taxable income of the Partnership, notwithstanding that the Partnership has not made distributions sufficient to cover the Limited Partners’ tax liabilities (particularly if the Partnership has reinvested all or part of a distribution it received from the Master Fund). The Partnership may generate taxable income for a Limited Partner even though the value of the Limited Partner’s interest in the Partnership has declined. A Limited Partner may have to use personal funds to pay the income tax owed on the income or gain allocated to the Limited Partner. Sufficient information may not be available in time for the Limited Partner to determine accurately an amount to withdraw to pay taxes for a given fiscal year. US withholding tax risk for the Partnership and the Master Fund: As discussed below under “Certain US Federal Income Tax Considerations – Partnership treatment and taxation of the Master Fund”, Sections 1471 through 1474 of the Code (as defined below) may cause certain payments to the Master Fund to be subject to a 30% withholding tax unless the Master Fund satisfies certain information reporting and disclosure requirements. Satisfaction of these requirements will in part depend on the Master Fund’s ability to obtain information from its direct and indirect owners, including investors in the Partnership and all other Feeder Vehicles. Any withholding tax imposed on the Master Fund as a result of its failure or inability to comply with these requirements could adversely affect investment returns from an investment in the Partnership. In addition, Partners who fail to provide information may be required to indemnify the Master Fund, the Partnership and their respective investors for withholding taxes and related expenses or losses resulting from such failure. Unrelated Business Taxable Income: As a result of the Master Fund’s investment activities, including the use of leverage, a portion of the Partnership’s income will be treated as unrelated business taxable income. As a result, US investors who are exempt from US federal income tax will have to recognize unrelated business taxable income. Certain tax-exempt investors, such as charitable remainder trusts, that do not wish to generate any unrelated business taxable income, should consider investing in IFM Global Infrastructure (Offshore), L.P. 79 Conflicts of Interest The discussion below outlines certain actual and potential conflicts of interest but is not intended to be a complete review of all conflicts of interest that may develop with respect to the Partnership and/or the Master Fund. By acquiring an Interest in the Partnership, each Limited Partner will be deemed to have acknowledged the existence of the actual and potential conflicts of interest described herein and, to the extent possible under applicable law, to have waived any claim with respect to any liability arising from the existence of any such conflict of interest or the resolution thereof as described herein. The Advisor has carefully structured its business to minimize conflicts of interest. The Advisor does not offer investment banking, advisory or other non funds management services to clients. The Advisor also does not invest on its own behalf. IFM Investors The General Partner, the Investment Adviser, and the Advisor may, from time to time, face conflicts of interest relating to their dealings with the Partnership and the Master Fund. The General Partner, the Investment Adviser, and the Advisor and each of their principals may invest for their own accounts, as well as for accounts that they manage for other clients or other investment funds. Such other funds and accounts may be subject to different fees and expenses, and the General Partner, the Investment Adviser, and the Advisor or their affiliates may own interests in some of such other funds and accounts. Certain conflicts of interest arise in connection with the management of the Partnership by the General Partner and the Investment Adviser, and the services provided to the Master Fund by the Advisor. In particular, the entities involved in the administration of Feeder Vehicles, the General Partner, the Investment Adviser and the Advisor are all related entities that have commercial relationships with each other in connection with those roles which may conflict with their respective duties and responsibilities to the Feeder Vehicles, the Partnership and the Master Fund. In addition, such entities may provide advice and charge related advisory fees in respect of certain consortium partners in investments of the Master Fund (which advice and fees charged may be identical to, or differ from, the advice given and fees charged by the Advisor to the Master Fund). Other funds and clients Industry Super Holdings Pty Ltd (“ISH”) and its subsidiaries are the sponsor, manager, trustee and/or investment adviser of other investment funds and manage, advise and invest accounts of other clients. Such other funds and accounts may be subject to different fees and expenses, and ISH, its subsidiaries and/or affiliates may own an interest in such other funds and/or accounts. Further, some of such funds and accounts may have investment objectives or programs that are similar to that of the Partnership and the Master Fund, including investment in the infrastructure asset class. The Advisor has in place a policy for allocating investment opportunities between the Master Fund and the Advisor or its affiliates’ other clients and funds. The policy will be made available on request. The performance of such other funds and client accounts is likely to vary from the performance of the Partnership and the Master Fund. Related party transactions The initial portfolio investments of the Master Fund consisted solely of the portfolio investments acquired from the Predecessor Fund. The Master Fund may further acquire assets from entities affiliated with the Advisor. Such acquisitions, if any, will occur on an arm’s length basis, and their terms will be disclosed to the Investor Advisory Committee. The Advisor and affiliates of the Advisor do not expect to provide services for a fee to entities in which the Partnership has directly or indirectly invested. 80 Diverse membership The investor base of the Partnership and the Feeder Vehicles include a wide variety of types of investor, including US and non-US investors, taxable and tax-exempt investors and investors subject to a variety of regulatory frameworks. These investors may have conflicting investment, tax and other interests. As a result, conflicts of interest may arise in connection with decisions made by the Advisor that may be more beneficial for one type of investor than for another type of investor, including investors affiliated with the Advisor. In addition, the Master Fund may make investments which may have a negative impact on related investments made by the investors in separate transactions. In selecting and structuring investments appropriate for the Master Fund, the Advisor will consider the investment, tax and other objectives of the Master Fund, the Partnership, the Feeder Vehicles and their investors as a whole but will not be required to consider the investment, tax or other objectives of any particular investor. Allocation of personnel; other activities of the Advisor The officers and employees of the Advisor will devote such time as the Advisor in good faith deems necessary to effectively carry out the operations of the Master Fund and the Partnership. Some officers and employees of the Advisor manage other funds and client accounts and may spend a significant portion of their time on matters unrelated to the Master Fund or the Partnership. Performance Fees The Advisor will be entitled to receive the Performance Fee, as described in this Memorandum, and may be entitled to Performance Fees in respect of certain Feeder Vehicles. The existence of such Performance Fees may create an incentive for the Advisor to make more speculative investments on behalf of the Master Fund than it would otherwise make in the absence of such Performance Fees. Exculpation and indemnity Pursuant to the terms of the Partnership Agreement, the General Partner, the Investment Adviser, the Advisor and their affiliates generally will not be liable to the Partnership or its investors for the consequences of their conduct, and will be indemnified by the Partnership, against any losses they may incur, provided that they acted in a manner they reasonably believed to be in the best interests of the Partnership. As a result of these provisions, the Partnership (and not the General Partner, the Investment Adviser, or the Advisor) will ordinarily be responsible for any losses, absent bad faith, willful misconduct or gross negligence on the part of the General Partner, the Investment Adviser or the Advisor. See “Advisory and Administration Deed” above for a description of the exculpation and indemnity terms in respect of the Master Fund. Legal representation A number of law firms represent the Advisor, the General Partner, the Investment Adviser and their respective affiliates from time to time in a variety of different matters. It is not anticipated that, in connection with the organization or operation of the Partnership or the Master Fund, the Partnership or the Master Fund will engage counsel separate from counsel to the Advisor, the General Partner and the Investment Adviser. 81 Subscription, Withdrawal and Pre-emption Rights Subscription Generally, Limited Partners may commit to the Partnership on a quarterly basis, but the General Partner may accept commitments at other times or reject commitments in its absolute discretion. Each new Limited Partner will be required to execute a subscription agreement pursuant to which it becomes bound by the terms of the Partnership Agreement. The minimum initial Capital Commitment for each Limited Partner is $10,000,000. The minimum additional Capital Commitment is $1,000,000. The General Partner, in its sole discretion, may accept Capital Commitments of a lesser amount or establish different minimum Capital Commitments in the future. Drawdowns Drawdowns of Capital Commitments will be made as and when needed to meet investment commitments, fees and expenses. The General Partner will give at least 10 days' prior written notice to a Limited Partner of the due date of a drawdown. A Limited Partner’s Capital Commitment will be drawn down on a pro rata basis with other undrawn Capital Commitments, undrawn capital commitments of investors to Feeder Vehicles, (“Parallel Capital Commitments”) and excess cash commitments by Feeder Vehicles (“Excess Cash Commitments”) accepted within the same calendar quarter, and ahead of Capital Commitments, Parallel Capital Commitments and Excess Cash Commitments subsequently accepted. Capital Commitments, Parallel Capital Commitments and Excess Cash Commitments that are outstanding prior to the calendar quarter during which a Limited Partner’s Capital Commitment is accepted by the Partnership will be drawn down ahead of the Limited Partner’s Capital Commitment. Any Interests issued at a drawdown will reflect any accrued Management Fee and accrued Performance Fee payable to date. See “Summary of Principal Terms – Management Fee and Performance Fee.” Capital Commitment termination Each non-defaulting Limited Partner may terminate all or a portion of such Limited Partner’s undrawn, uncommitted and unreserved Capital Commitment upon 90 days' prior written notice to the General Partner, as of the end of the year following the third anniversary of the acceptance of its Capital Commitment (the “Commitment Termination Date”). Notwithstanding anything to the contrary, to the extent that such Limited Partner’s Capital Commitment is required: (i) to meet any obligations to which the Master Fund is actually or contingently committed (including where the Advisor for the Master Fund has in good faith taken material steps toward committing to an investment or acquisition); or (ii) to make any investments approved by the Master Fund, in each case as of the date such Limited Partner’s notice of the Capital Commitment termination is received by the General Partner, then such portion of such Limited Partner’s Capital Commitment shall remain outstanding and subject to drawdown. In addition, the General Partner may, in its sole discretion, at any time terminate all or a portion of such Limited Partner’s undrawn Capital Commitment. 82 Default in payment A Limited Partner that defaults in any payment with respect to its Capital Commitment to the Partnership will be subject to substantial penalties, including a 25% reduction in its interest in the Partnership (including, without limitation, its capital account and right to allocations). Unless the General Partner elects to terminate a defaulting Limited Partner’s unused Capital Commitment, the defaulting Limited Partner will continue to remain obligated to make capital contributions as required by the General Partner up to the full amount of the Limited Partner’s unused Capital Commitment. Eligible investors Interests generally may be purchased only by investors who: (i) qualify as “accredited investors” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act; (ii) are “qualified purchasers” as defined in the 1940 Act and the rules promulgated pursuant thereto; and (iii) meet all other eligibility requirements as determined by the General Partner from time to time. Subscription documents containing questions relating to these qualifications will be furnished to prospective investors, who should complete these subscription documents and return them to the General Partner at the address provided thereon. The General Partner reserves the right to reject subscriptions in its absolute discretion. Each purchaser of an Interest must bear the economic risk of its investment for an indefinite period of time (subject to its right to withdraw capital from the Partnership) because the Interests have not been registered under the Securities Act, and therefore, cannot be sold unless they are subsequently registered under such Act or unless an exemption from registration is available. It is not contemplated that any such registration would ever be effected, or that certain exemptions provided by rules promulgated under the Securities Act (such as Rule 144) will ever be available. The Partnership Agreement provides that a Partner may not assign its Interest (except by operation of law), nor substitute another person as a Partner, without the prior consent of the General Partner, which may be withheld for any reason. The foregoing restrictions on transferability and withdrawal must be regarded as substantial. Each purchaser of an Interest will be required to represent that the Interest is being acquired for its own account, for investment and not with intent to resell or distribute. Interests are suitable investments only for sophisticated investors and financial institutions for which an investment in the Partnership does not constitute a complete investment program, and for those who fully understand, are willing to assume and have the financial resources necessary to withstand the risks involved in the Partnership’s specialized investment program and to bear the potential loss of their entire investment in the Interests. (See “Risk Factors”, “Certain US Federal Income Tax Considerations”, “Certain Additional Tax Considerations” and “ERISA Considerations”) 83 Each prospective purchaser is urged to consult with its own advisers to determine the suitability of an investment in the Interests and the relationship of such an investment to the purchaser’s overall investment program and financial position. Each purchaser of an Interest will be required to further represent that after all necessary advice and analysis, its investment in an Interest is suitable and appropriate, in light of the foregoing considerations. Anti-money laundering regulations The Partnership and the General Partner may be required to comply with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”), the regulations thereunder, United States Executive Order 13224, and other applicable anti-money laundering laws and regulations of any applicable jurisdiction (collectively, the “Anti-Money Laundering Regulations”). In order to comply with the Anti-Money Laundering Regulations, the Partnership may require from any subscriber or Limited Partner a detailed verification of the identity of such subscriber or Limited Partner, the identity of beneficial owners of such subscriber or Limited Partner, the source of funds used to subscribe for an Interest, or other information. Each subscriber or Limited Partner will be required to represent that it is not a “prohibited person,” as defined in the Anti- Money Laundering Regulations. The Partnership may refuse to accept a subscription from a subscriber or compel the withdrawal from the Partnership of a Limited Partner who fails to provide any information requested by the Partnership pursuant to any applicable Anti-Money Laundering Regulations. The Partnership may suspend the withdrawal rights of any Limited Partner if the General Partner reasonably deems it necessary to do so in order to comply with the Anti-Money Laundering Regulations, or if so ordered or requested by a competent US or other court or regulatory authority. Under Anti-Money Laundering Regulations, the Partnership may also be required to report investors’ transactions with the Partnership and to disclose the identity of Limited Partners to governmental authorities. Withdrawal A Limited Partner may withdraw all or a portion of such Limited Partner’s Capital Account balance as of the end of each quarter upon at least 90 days' prior written notice to the Partnership, subject to a minimum withdrawal amount of $1 million (unless such amount represents the entirety of its Capital Account). The General Partner may not use capital contributions obtained from drawdowns made after a request for withdrawal has been received to fund such withdrawal, unless: (i) those proceeds that are used to fund the withdrawal do not exceed the amount of the cash and cash-equivalent assets of the Partnership (excluding any payments of such drawdowns) and are sufficient to satisfy the withdrawal requests in full after taking into account any liabilities of the Partnership (a “cash wash”); or (ii) the Limited Partners that made drawdown payments used to fund the withdrawal provide consent in writing to the General Partner. 84 Without restrictions on the General Partner’s use of assets set forth in immediately preceding clauses (i) and (ii) of this paragraph, for so long as the withdrawal requests have not been fully paid, the General Partner may not use the cash and cash-equivalent assets of the Partnership of an aggregate value equal to the full amount of outstanding withdrawal requests for any investment or acquisitions, provided that such restriction shall not apply: (i) if such investment or acquisition is in connection with any existing assets of the Partnership; (ii) if before the withdrawal request was received, the General Partner, the Advisor or the Investment Adviser had in good faith taken material steps toward committing to such investment or acquisition, or if the Advisor or the Investment Adviser is under an obligation at any time to make or procure such investment or acquisition; (iii) if such investment or acquisition is cash or a cash-equivalent asset; (iv) if such investment or acquisition is required by applicable law; or (v) for the avoidance of doubt, if such investment or acquisition is made using any cash or cash- equivalent assets in excess of the aggregate amount of the outstanding withdrawal requests. The General Partner may, in its discretion, elect to make withdrawal payments in cash, in kind or in installments. Any payment in kind is subject to: (i) the approval of Limited Partners representing 75% or more in interest of Limited Partners; and (ii) consent of the withdrawing Limited Partner to which such in kind payment is to be made. Each installment payment must equal at least 10% of the full amount subject to the applicable withdrawal request (unless more than 90% of the withdrawal proceeds has already been paid in which case all of the remaining withdrawal proceeds shall be paid). The General Partner may deduct from any withdrawal proceeds due to any Limited Partner an amount representing the Partnership’s actual or estimated expenses associated with processing the withdrawal which may include a pro rata portion of any unamortized organizational expenses and an amount representing a withdrawing Limited Partner’s pro rata share of the estimated costs of a complete liquidation of the Partnership. Any such withdrawal deduction will be retained by the Partnership for the benefit of the other Limited Partners. In addition, the General Partner may in its discretion limit or suspend withdrawals when such withdrawals would result in a violation by the Partnership or the General Partner of any applicable laws or regulations or if any event has occurred which may result in the dissolution of the Partnership. The General Partner will notify each Limited Partner who has submitted a withdrawal request of any suspension of withdrawal, provided that for as long as the value of withdrawal requests in any calendar quarter is, to the extent known by the General Partner, greater than 10% of the aggregate net asset value of the units of the Master Fund, the General Partner must provide to all Limited Partners a notice of the value of withdrawals and a notice of any further withdrawal requests of more than 5% of the aggregate net asset value of the units of the Master Fund. In the event the General Partner determines that withdrawals should be limited to an amount that is less than the aggregate withdrawals requested as of the last business day of the applicable period, each Limited Partner who has delivered timely written notice of such withdrawal to the Partnership will receive a pro rata portion of the requested withdrawal. With respect to any remaining balance in 85 respect of a withdrawal request or any withdrawal request that is not paid as a result of the suspension of withdrawals by the General Partner, each affected Limited Partner will have a priority at each subsequent withdrawal date over other Limited Partners whose withdrawal requests were submitted to the Partnership in respect of a subsequent withdrawal date. However, if as of the last business day of any calendar quarter, the aggregate amount of withdrawal requests (whether received in such calendar quarter or any prior calendar quarter) is, to the extent known by the General Partner, greater than 10% of the aggregate net asset value of the units of the Master Fund, all withdrawal requests shall rank equally. If as of the last business day of any calendar quarter the aggregate of outstanding withdrawal requests is, to the extent known by the General Partner, greater than 25% of the aggregate net asset value of the units of the Master Fund, the General Partner must convene a meeting of Limited Partners and present a proposal on the future strategy in respect of the realization of the assets of the Partnership. If the General Partner’s proposal is approved by 75% in interest of Limited Partners representing 75% or more in interest of Limited Partners, the General Partner shall use its commercially reasonable best efforts to implement such proposal. The General Partner may in its discretion complete any withdrawals or distributions as of a date after the cause of any such suspension or restriction has ceased to exist and such date shall be specified by the General Partner has the effective date of withdrawal. The General Partner may allow any Limited Partner to rescind its withdrawal request to the extent any portion thereof has not yet been paid, provided that: (i) a Limited Partner notifies the General Partner in writing that such Limited Partner desires to rescind its withdrawal request; (ii) either there has been no material action taken by the General Partner to withdraw such Limited Partner’s Interests or none of the other Limited Partners object to the rescission in writing within five (5) business days' after the General Partner has notified such other Limited Partners of the request for rescission; (iii) the General Partner determines that the rescission would not be contrary to the best interests of Limited Partners as a whole; and (iv) the Limited Partner requesting the rescission indemnifies the General Partner to the extent required in respect of any cost, expenses or liabilities incurred in connection with action taken by the General Partner to effectuate the withdrawal request or the rescission. The General Partner, upon 10 days' prior written notice to a Limited Partner, may compel withdrawal of all of a Limited Partner’s Capital Account at any time if such Limited Partner’s continued investment in the Partnership is prohibited on legal or regulatory grounds. The General Partner may in its discretion waive any requirement relating to withdrawals, including, but not limited to, any notice or minimum withdrawal amount. 86 Pre-emption rights As an alternative to withdrawal, the General Partner may sell and transfer on behalf of any Limited Partner or require any Limited Partner to sell and transfer (such Limited Partner, the “Transferor Limited Partner”) all or any of the Interests that are subject of a withdrawal request, provided that: (i) cash and cash equivalent assets of the Partnership are insufficient to satisfy all of the withdrawal request after taking into account any liabilities which may be funded from such cash and cash equivalent assets; or (ii) it would not be in the best interests of Limited Partners as a whole to withdraw all of those Interests, including without limitation, by reason that the General Partner may need to realize any other assets of the Partnership to fund the redemption. In the event of any such transfer, all of the conditions listed under clauses (i) through (viii) below must also be satisfied: (i) Within 45 days' of the end of the calendar quarter in which a withdrawal request is received by the General Partner, or such later date proposed by the General Partner and approved by Limited Partners representing 75% or more in interest of Limited Partners, the General Partner shall give a notice to all other Limited Partners (the “Transfer Notice”), which includes: (a) the number of those Interests that the General Partner wishes to be transferred (the “Interests for Sale”); (b) the withdrawal price of each Interest which shall be equal to the prevailing net asset value of an Interest on the date of the Transfer Notice or such lesser price per Interest as agreed with the Transferor Limited Partner (the “Offer Price”); (c) an offer to sell a portion of the Interests for Sale pro rata to the number of Interests held by a Limited Partner (or a lesser number of Interests for Sale) at the Offer Price, which offer may be accepted in writing only within 45 days' from the date the General Partner gave the Transfer Notice to the Limited Partners (the “Offer Expiry Date”); and (d) a request that any Limited Partners who have accepted the offer referred to in clause (i)(c) above for their full share of the Interests for Sale at the Offer Price and who wish to purchase any of the Interests for Sale not sold pursuant to clause (i)(c) above (the “Additional Interests”), make an irrevocable offer in writing to the General Partner no later than the Offer Expiry Date stating the amount of the Additional Interests which such Limited Partner wishes to purchase at the Offer Price. (ii) Within ten (10) business days' from the Offer Expiry Date: (a) the General Partner shall accept the offers made by Limited Partners in accordance with clause (i)(d) above and any Additional Interests shall be allocated between those Limited Partners who have offered to purchase the Additional Interests at the Offer Price pro rata to the number of Interests held by each such Limited Partner, but no Limited Partner shall be allocated more Interests than such Limited Partner offered to purchase; and (b) the General Partner shall notify each Limited Partner in writing of the aggregate number of Interests for Sale (including the Additional Interests) that will be transferred to them at the Offer Price (the “Sale Interests”). 87 (iii) Once an offer to sell any Interests for Sale has been accepted by a Limited Partner or an offer to buy any Additional Interests has been accepted by the General Partner: (a) the purchasing Limited Partner is bound to pay the Offer Price for the Sale Interests within ten (10) business days' and in cleared funds after receiving notification in accordance with clause (ii)(b) above; (b) on payment to the Transferor Limited Partner of the aggregate Offer Price for the Sale Interests, the General Partner may on behalf of the Transferor Limited Partner, and the Transferor Limited Partner is bound to, promptly transfer those Sale Interests to the purchasing Limited Partner; (c) if, upon payment of the Offer Price for the Sale Interests, the Transferor Limited Partner fails to transfer those Interests, the General Partner may adjust the schedule of Partners to show the purchasing Limited Partner as the Limited Partner of those Interests; and (d) upon the General Partner’s written request, within ten (10) business after receiving payment of the aggregate Offer Price in accordance with clause (iii)(a), the Transferor Limited Partner shall pay to the General Partner an amount representing the Partnership’s actual or estimated expenses associated with processing the transfer which may include a pro rata portion of any unamortized organizational expenses and an amount representing the Transferor Limited Partner’s pro rata share of the estimated costs of a complete liquidation of the Partnership. Any such payment will be retained by the Partnership for the benefit of the other Limited Partners. (iv) If there are any Interests for Sale that have not been sold after the operation of clauses (i) through (iii) above, the General Partner may within ten (10) business days' after the notification referred to in clause (ii)(b) above, give a notice (the “Second Transfer Notice”) to all persons who have subscribed for Interests and are not fully drawn down (the “Subscribers”), which includes: (a) the number of those remaining Interests for sale that the General Partner wishes to be transferred (the “Remaining Interests for Sale”), at the price per Interests equal to the Offer Price; (b) an offer to sell a portion of the Remaining Interests for Sale pro rata to the amount subscribed by that Subscriber for Interests that remain subject to a Drawdown (or a lesser number of Remaining Interests for Sale) at the Offer Price, which offer must be accepted in writing within ten (10) business days' from the date the General Partner sent the Second Transfer Notice to those Subscribers (the “Second Offer Expiry Date”); and (c) a request that any Subscribers who have accepted the offer in clause (iv)(b) for their full share of the offered Remaining Interests for Sale at the Offer Price and who wish to purchase any of the offered Remaining Interests for Sale not purchased pursuant to clause (iv)(b) (the “Remaining Additional Interests”), make an irrevocable offer in writing to the General Partner no later than the Second Offer Expiry Date, stating the amount of the Additional Interests which the Subscriber wishes to purchase at the Offer Price. 88 (v) Within ten (10) business days' from the Second Offer Expiry Date: (a) the General Partner shall accept the offers made by Limited Partners in accordance with clause (iv)(c) above on the basis that the Remaining Additional Interests will be allocated between those Subscribers who have offered to purchase the Remaining Additional Interests at the Offer Price pro rata to the amount subscribed by each Subscriber for Interests that remain subject to a Drawdown, but no Subscriber shall be allocated more Interests than the Subscriber offered to purchase; and (b) the General Partner shall notify each Subscriber in writing of the aggregate number of Remaining Interests for Sale (including the Remaining Additional Interests) which will be transferred to them at the Offer Price (the “Second Sale Interests”). (vi) Once an offer to sell any Remaining Interests for Sale has been accepted by a Limited Partner or an offer to buy any Remaining Additional Interests has been accepted by the General Partner: (a) the purchasing Limited Partner is bound to pay the aggregate Offer Price for the Second Sale Interests within ten (10) business days' in cleared funds after receiving notification in accordance with clause (v)(b) above; (b) on payment to the Transferor Limited Partner of the aggregate Offer Price for the Second Sale Interests, the General Partner may on behalf of the Transferor Limited Partner, and the Transferor Limited Partner is bound to, promptly transfer those Second Sale Interests to the purchasing Limited Partner; (c) if, upon payment of the Offer Price for the Sale Interests, the Transferor Limited Partner fails to transfer those Interests, the General Partner shall adjust the schedule of Partners to show the purchasing Limited Partner as the Limited Partner of those Interests; and (d) upon the General Partner’s written request, within ten (10) business days' after receiving payment of the aggregate Offer Price in accordance with clause (vi)(a), the Transferor Limited Partner shall pay to the General Partner an amount representing the Partnership’s actual or estimated expenses associated with processing the transfer which may include a pro rata portion of any unamortized organizational expenses and an amount representing the Transferor Limited Partner’s pro rata share of the estimated costs of a complete liquidation of the Partnership. Any such payment will be retained by the Partnership for the benefit of the other Limited Partners. (vii) If there are any Remaining Interests for Sale that have not been sold pursuant to clauses (iv) and (vi) above, the General Partner may sell all or a portion of any unsold Remaining Interests for Sale to any person for a period of 3 months after the Second Offer Expiry Date at a price equal to or higher than the Offer Price with completion of the sale to occur not longer than one (1) month after a binding sale agreement is executed. 89 (viii) Notices, offers, acceptances, allocations, sales and purchases of Interests under clauses (i) through (vii) above must be given or made in such manner, at such time and on such conditions so that: (a) such sales and purchases of Interests that are the subject of a withdrawal request received by the General Partner during a calendar quarter will have priority for such sales and purchases over all such sales and purchases of Interests that are the subject of a withdrawal request received by the General Partner during a subsequent calendar quarter; (b) each such sale and purchase of Interests that are the subject of a withdrawal request received by the General Partner during a quarter will rank equally for such sale and purchase, so that the same proportion of Interests that are the subject of a withdrawal request are sold and purchased on the same date; (c) notwithstanding clauses (a) and (b), if as at the end of a calendar quarter, to the extent known by the General Partner, the aggregate amount of withdrawal requests (whether received in such calendar quarter or any prior calendar quarter) exceeds 10% of the aggregate net asset value of the units of the Master Fund (calculated as if withdrawal under such withdrawal requests occurred at that time) and provided that a Transfer Notice has not been in respect of those Interests before the end of the calendar quarter, such Interests shall rank equally for such sale and purchase, so that the same proportion of Interests held by a Limited Partner which are the subject of a withdrawal request are sold and purchased on the same date; and (d) a transfer of Interests takes effect only on registration in the schedule of Partners. The General Partner may withdraw some of the Interests that are the subject of a withdrawal request pursuant to the pre-emption rights process described above and apply the pre-emption rights process to the other Interests that are the subject of a withdrawal request. Withdrawal Period If any Interests of a class are not transferred pursuant to the pre-emption rights process described above (the “Unsold Interests”), the General Partner shall: (i) use its commercially reasonable best efforts to transfer or withdraw all Unsold Interests as soon as reasonably practicable and in any event within 36 months after the end of the calendar quarter during which the General Partner received the withdrawal request (the “Withdrawal Period”); and (ii) no later than 45 days' from the date of the completion or termination of the pre-emption rights process (or 45 days' from the date that the General Partner determines that conditions for applying of the pre-emption rights process have not been met) provide the withdrawing Limited Partners with a written plan (the “Withdrawal Plan”) setting forth an appropriate process: (a) to fund the withdrawal of all or part of the Unsold Interests; and (b) for the General Partner and withdrawing Limited Partner to meet to discuss the progress of the Withdrawal Plan at least on a semi-annual basis. If at any time prior to the expiration of the Withdrawal Period the General Partner, in its reasonable opinion, determines that it will be unable to effect the withdrawal or sale of all the Unsold Interests in accordance with the Withdrawal Plan, the General Partner shall promptly: 90 (i) inform the withdrawing Limited Partner in writing of the reasons for being unable to implement the Withdrawal Plan; and (ii) convene a meeting of Limited Partners of the relevant class of Interests to consider a proposal by the General Partner as to the future strategy of such class of Interests in respect of the realization of the assets of the Partnership to fund the withdrawal of all Unsold Interests and the time frame in which such withdrawal is to occur (the “Limited Partner Approved Plan”). (a) If the Limited Partner Approved Plan is approved by Limited Partners representing 75% or more in interest of Limited Partners, the General Partner shall use its commercially reasonable best efforts to implement the Limited Partner Approved Plan. (b) If: (i) the Unsold Interests cannot be withdrawn in accordance with the Withdrawal Plan and no Limited Partner Approved Plan is subsequently approved; or (ii) the General Partner is unable to implement a Limited Partner Approved Plan, the General Partner shall continue to use its commercially reasonable best efforts to redeem all Unsold Interests as soon as reasonably practicable. Rights of Limited Partners after expiration of Withdrawal Period If the Unsold Interests are not sold or otherwise transferred prior to the expiration of the Withdrawal Period, the withdrawing Limited Partner may at any time after the expiration of the Withdrawal Period elect in writing to have its Unsold Interests withdrawn (the “Remaining Unsold Interests”), in which case: (i) withdrawal of the Remaining Unsold Interests shall occur on the first day of the next calendar quarter after the written notice is received by the General Partner (the “Withdrawal Date”); (ii) the Remaining Unsold Interest shall be withdrawn at the withdrawal price equal to the prevailing net asset value of the Interest as at the Withdrawal Date reduced, at the General Partner’s discretion, by an amount representing the Partnership’s actual or estimated expenses associated with processing the withdrawal which may include a pro rata portion of any unamortized organizational expenses and an amount representing the withdrawing Limited Partner’s pro rata share of the estimated costs of a complete liquidation of the Partnership. Any such payment will be retained by the Partnership for the benefit of the other Limited Partners; (iii) the withdrawing Limited Partner shall cease to hold the Remaining Unsold Interests; and (iv) on and from the Withdrawal Date the unpaid withdrawal price shall be treated as a liability of the Partnership. The General Partner will use its commercially reasonable best efforts to ensure that the withdrawal proceeds in respect of the Remaining Unsold Interests are paid in full as soon as reasonably practicable following the Withdrawal Date, having regard to the nature of the assets of the Partnership and without limiting the General Partner’s obligations under the Partnership Agreement. 91 Other Provisions of the Partnership Agreement The following outline summarizes some of the material provisions of the Partnership Agreement which are not discussed elsewhere in this Memorandum. This outline is not definitive, and each prospective Limited Partner should carefully read the Partnership Agreement in its entirety. Limited-liability: A Limited Partner (or former Limited Partner) will be liable for debts and obligations of the Partnership to the extent of its Interest in the fiscal year (or a portion thereof) to which such debts and obligations are attributable. In order to meet a particular debt or obligation, a Limited Partner or former Limited Partner will, in the discretion of the General Partner, be required to make additional contributions or payments up to, but in no event in excess of, the aggregate amount of capital and other amounts actually received by it from the Partnership during or after the fiscal year to which such debt or obligation is attributable. Term: The Partnership will dissolve and be wound up on the earlier of: (i) at any time there are no limited partners of the Partnership, unless the business of the Partnership is continued in accordance with the Delaware Revised Uniform Limited Partnership Act (the “Act”); (ii) any event that results in General Partner ceasing to be a general partner of the Partnership under the Act unless the business of the Partnership is continued as provided by the Act; (iii) the entry of judicial dissolution under the Act; or (iv) such time as the General Partner, in its sole discretion, chooses to dissolve the Partnership. Upon a determination by the General Partner to dissolve the Partnership, withdrawals in respect thereof may not be made and distributions in respect thereof, will be made in accordance with the liquidation provisions set forth in the Partnership Agreement. Capital Accounts: A capital account (“Capital Account”) will be maintained for each Partner. Net realized and unrealized appreciation or depreciation in the net value of the assets of the Partnership, including investment income and expenses, will be allocated at the end of each month (or at any other time when capital contributions or withdrawals are made) among the Capital Accounts of the Partners, in proportion to the relative values of such Capital Accounts as of the commencement of such fiscal period. A Limited Partner will not participate in the appreciation or depreciation in the net value of the assets of the Partnership until, and then only to the extent that, its Capital Commitment is drawn down and such Limited Partner makes capital contributions to the Partnership. Borrowing: The Partnership may borrow money from time to time in order to facilitate the making of investments or the payment of fund expenses. The Partnership may pledge its assets, including the Capital Commitments of its Limited Partners, to banks or other financial institutions as security for borrowings made by the Partnership or the Master Fund. Borrowings of the Partnership will be limited to 10% of the value of the Partnership plus undrawn commitments, measured at the time of the applicable borrowing. The borrowings of the Master Fund and the leverage employed in connection with investments held by the Master Fund will not be taken into account in determining the Partnership’s compliance with such 10% borrowing limitation. 92 The Master Fund has the power to borrow and may do so when deemed appropriate. It also is expected that the Master Fund will employ leverage in connection with its investments and that the Master Fund may invest in entities that are themselves leveraged. The borrowings of the Master Fund and the leverage employed in connection with investments held by the Master Fund or by the entities in which the Master Fund invests will not be taken into account in determining the Partnership’s compliance with the 10% borrowing limitation described above. Management: The management of the Partnership will be vested exclusively in the General Partner. Except as authorized by the General Partner, the Limited Partners will have no part in the management of the Partnership and will have no authority or right to act on behalf of the Partnership in connection with any matter. The General Partner, the Investment Adviser, the Advisor and their affiliates may engage in any other business venture, and neither the Partnership nor any Partner will have any rights in or to such ventures or the income or profits derived therefrom. Valuation of the Partnership’s assets and liabilities: The net asset value of the Partnership will be determined in accordance with the Partnership Agreement and the Advisor’s valuation policy (see “Investment Process and Valuations – Valuation of the Master Funds’ Assets and Liabilities”). Expenses, fees and other liabilities will be accrued in accordance with generally accepted accounting principles as applied in the United States. When deemed by the General Partner in its discretion to be in the best interests of the Partnership, reserves for unspecified contingencies need not be taken in accordance with such generally accepted accounting principles. For the purpose of calculating the net asset value of the Partnership, any assets or liabilities initially expressed in terms of currencies other than US Dollars will be translated into US Dollars at spot conversion rates quoted on the day of such translation or, if a rate is not quoted on such date, at the previously quoted exchange rate or at such other appropriate rate as may be determined by the General Partner in good faith. The Partnership’s net asset value generally will be determined and updated at the same time as the net asset value of the Master Fund. The Partnership will invest all of its assets in units of the Master Fund. Accordingly, appreciation or depreciation in the net asset value of the holdings of the Partnership is based upon appreciation or depreciation in the net asset value of the Master Fund, with appropriate adjustments for liabilities and other assets of the Partnership. The Partnership’s net asset value generally will be determined and updated at the same time as the net asset value of the Master Fund. Prospective investors should be aware that situations involving uncertainties as to the valuation of portfolio investments of the Master Fund could have an adverse effect on the Partnership’s net assets if the judgments of the Independent Appraisers regarding appropriate valuations of the Master Fund’s assets and liabilities should prove incorrect. Net asset value determinations are conclusive and binding on all investors. See “Risk Factors – General Investment Risks – Valuation Risk” for a more detailed description of certain difficulties in valuing certain assets held by the Master Fund. 93 Amendments to Agreement: The Partnership Agreement may be modified or amended at any time by the consent of the Limited Partners having in excess of 50% of the Interests and the written consent of the General Partner. Without the consent of the other Partners, however, the General Partner may amend the Partnership Agreement to: (i) reflect changes validly made in the membership of the Partnership and the capital contributions and Interests of the Partners; (ii) change the Performance Fee provisions to the extent required to comply with regulatory requirements; (iii) reflect a change in the name of the Partnership; (iv) make a change that is necessary or, in the opinion of the General Partner, advisable to qualify the Partnership as a limited partnership or a partnership in which the Limited Partners have limited- liability in all jurisdictions in which the Partnership conducts or plans to conduct business or ensure that the Partnership will not be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes; (v) make a change that does not adversely affect the Limited Partners in any material respect or that is necessary or desirable to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, statute, ruling or regulation of any federal, state or foreign governmental entity, so long as such change is made in a manner which minimizes any adverse effect on the Limited Partners, or that is required or contemplated by the Partnership Agreement; (vi) make a change in any provision of the Partnership Agreement that requires any action to be taken by or on behalf of the General Partner or the Partnership pursuant to applicable Delaware law, if the provisions of applicable Delaware law are amended, modified or revoked so that the taking of such action is no longer required; (vii) prevent the Partnership from in any manner being deemed an “Investment Company” subject to the provisions of the 1940 Act; or (viii) make any other amendments similar to the foregoing. Any amendment which would: (i) increase its obligation to make any contribution of capital to the Partnership; (ii) reduce its capital account, other than as permitted by the Partnership Agreement; (iii) alter a Partner's rights with respect to the allocation of net profit or net loss or with respect to distributions or withdrawals; or (iv) diminish, cancel, subtract, or hinder any rights held by it by virtue of such class of ownership interest or series of class interests at any time; may only be made if the written consent of each partner adversely affected by such an amendment is obtained prior to its effectiveness. Notwithstanding the foregoing no consent will be required to any amendment if: (i) such amendment becomes effective as of a date which is not less than ninety (90) days' after the date the General Partner has sent written notice of such amendment to each Limited Partner; and (ii) the Limited Partners are given the right to terminate their remaining commitments and withdraw their entire capital account balance from the Partnership as of the last day of the calendar quarter immediately preceding the effective date of the amendment. 94 Reports to partners: Limited Partners will receive annual financial reports of the Partnership including financial statements audited by the Partnership’s independent accountants (currently Deloitte & Touche). Exculpation: None of the General Partner or its affiliates (including, without limitation, the Investment Adviser and the Advisor) will be liable to any Partner or the Partnership for mistakes of judgment or for action or inaction which said person reasonably believed to be in the best interests of the Partnership, or for losses or expenses due to such mistakes of judgment or for action or inaction or to the negligence, dishonesty or bad faith of any employee, broker or other agent of the Partnership, provided that such employee, broker or agent was selected, engaged or retained by the Partnership with reasonable care. The General Partner and its affiliates may consult with counsel and/or accountants in respect of the Partnership’s affairs and be fully protected and justified in any action or inaction which is taken in accordance with the advice or opinion of such counsel and/or accountants, provided that they will have been selected with reasonable care. Notwithstanding any of the foregoing to the contrary, the General Partner or its affiliates will not be exculpated for any liability (including liability under federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith), to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law. Indemnification: To the fullest extent permitted by law, the Partnership will indemnify and hold harmless the General Partner, its affiliates (including without limitation the Investment Adviser, the Advisor and each of their members and employees) and the legal representatives of any of them (an “Indemnified Party”), from and against any loss or expense suffered or sustained by an Indemnified Party by reason of the fact that it is or was an Indemnified Party, including, without limitation, any judgment, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action or proceeding, provided that such loss or expense resulted from a mistake of judgment on the part of an Indemnified Party, or from action or inaction that said Indemnified Party reasonably believed to be in the best interests of the Partnership or for losses due to the negligence, dishonesty or bad faith of any employee, broker or other agent of any Indemnified Party provided that such employee, broker or agent was selected, engaged or retained by the Indemnified Party with reasonable care. The Partnership shall, in the sole discretion of the General Partner, advance to any Indemnified Party reasonable attorney’s fees and other costs and expenses incurred in connection with the defense of any action or proceeding that arises out of such conduct. In the event that such an advance is made by the Partnership, the Indemnified Party agrees to reimburse the Partnership to the extent that it is determined that it was not entitled to indemnification. Notwithstanding any of the foregoing to the contrary, neither the General Partner, nor its affiliates will be indemnified for any liability (including liability under federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith), to the extent (but only to the extent) that such indemnification would be in violation of applicable law. Fiscal year: A fiscal year shall commence on January 1st of each year and end on December 31st of such year. 95 Certain US Federal Income Tax Considerations Pursuant to US Treasury Circular 230, we hereby advise investors that: (i) the advice addressed below is not intended or written to be used, and it cannot be used, for the purpose of avoiding penalties that the US Internal Revenue Service (“the Service”) may attempt to impose on an investor; (ii) the advice was written to support the promotion or marketing of the matter(s) addressed below; and (iii) investors should seek advice based on their particular circumstances from an independent tax adviser. The following is a summary of certain US federal income tax considerations relating to an investment in the Partnership, and does not purport to address all of the US federal income or other tax consequences that may be applicable to any particular investor. Accordingly, each prospective investor is urged to consult its own tax adviser concerning the US federal, state, local and non-US tax consequences of an investment in the Partnership in light of its own particular situation. The US federal income tax treatment of limited partnerships and their partners is complex and involves, among other things, significant issues as to the timing and character of the realization of income, gains and losses. The Partnership does not intend to admit investors that are not treated as US persons (as defined below) for US federal income tax purposes (“Non-US Partners”). Accordingly, this summary addresses only the treatment of initial partners of the Partnership (“Partners”) that are US persons (as defined below) that hold their partnership interests as capital assets. This summary also addresses the treatment of Partners that are exempt from US federal income tax under Section 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”), including US employee benefit plans (“Tax-Exempt Partners”), but does not address the treatment of other Partners that are taxed under special rules, such as dealers in securities, financial institutions and life insurance companies. A “US person” is a person that, for US federal income tax purposes, is: (i) an individual who is a citizen or resident of the United States; (ii) a corporation (or an entity treated as a corporation) or partnership (or an entity treated as a 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; (iii) an estate the income of which is subject to US 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 US persons have the 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. The discussion below is based upon the provisions of the Code, and the Treasury Regulations, rulings and judicial decisions thereunder, as of the date hereof. Such authorities may be repealed, revoked or modified so as to result in US federal income tax consequences different from those discussed below. 96 Partnership treatment of the Partnership An entity that is classified as a partnership for US federal income tax purposes is not subject to US federal income tax itself (although it may be required to file an annual information return as described below). Under current US Treasury Regulations, the Partnership will be treated as a partnership and not as an association taxable as a corporation for US federal income tax purposes. If the Partnership were treated as a “publicly traded partnership,” however, it could be taxed as a corporation. Under Section 7704 of the Code, a publicly traded partnership is any partnership the interests in which are traded on an established securities market or are readily tradable on a secondary market (or the substantial equivalent thereof). Interests in the Partnership will not be traded on an established securities market. Treasury Regulations concerning the classification of partnerships as publicly traded partnerships (the “Section 7704 Regulations”) provide certain safe harbors under which interests in a partnership will not be considered readily tradable on a secondary market (or the substantial equivalent thereof). The Partnership may not qualify for any of those safe harbors. However, the Section 7704 Regulations specifically provide that the fact that a partnership does not qualify for the safe harbors is disregarded for purposes of determining whether interests in the partnership are tradable on a secondary market (or the substantial equivalent thereof). Rather, in this event the partnership’s status is examined under a general facts and circumstances test outlined in the Section 7704 Regulations. Under this “facts and circumstances” test, and based upon the anticipated operations of the Partnership as well as the legislative history to Section 7704 and the text of the Section 7704 Regulations, the Partnership expects that Interests will not be readily tradable on a secondary market (or the substantial equivalent thereof) and, therefore, that the Partnership will not be treated as a publicly traded partnership taxable as a corporation. If it were determined that the Partnership should be treated as an association or a publicly traded partnership taxable as a corporation for US federal tax purposes, the taxable income of the Partnership would be subject to corporate income tax when recognized by the Partnership, distributions of such income, other than in certain redemptions of Interests, would be treated as dividend income when received by the Partners to the extent of the current or accumulated earnings and profits of the Partnership, and Partners would not be entitled to report profits or losses realized by the Partnership. The remainder of this discussion assumes that the Partnership will be taxed as a partnership for US federal income tax purposes. Partnership treatment and taxation of the Master Fund The Master Fund has elected to be treated as a partnership for US federal income tax purposes and not as an association taxable as a corporation for US federal income tax purposes. The remainder of this discussion assumes that the Master Fund will be treated as a partnership for US federal income tax purposes. Sections 1471 through 1474 of the Code impose information reporting requirements and a 30% withholding tax on so-called “withholdable payments” (generally, payments of US source income and gross proceeds from the disposition of property that can produce US source dividends or interest) that are made to certain “foreign financial institutions” (and other non-US entities), as well as certain 97 payments that are treated as attributable to withholdable payments (so-called “foreign passthru payments”). The withholding requirements are currently expected to apply to payments made, in the case of payments of US source income, after June 30, 2014, in the case of gross proceeds from the disposition of property that can produce US source dividends or interest, after December 31, 2017, and in the case of foreign passthru payments, not earlier than 2017 unless, in each case, certain certification and reporting requirements are satisfied. It is likely that the Master Fund would be treated as a “foreign financial institution” for the purposes of these new rules. To avoid being subject to withholding or required to withhold or take other required measures under Sections 1471 through 1474 of the Code, the Master Fund may be required to comply with certain information reporting and disclosure requirements which may include, among other things, entering into an agreement with, and requesting additional information from investors that may be disclosed to, the Service or other tax authority. The Master Fund cannot guarantee that it will be able to satisfy such requirements. In the event that any Limited Partner fails to supply additional information, representations forms or other documentation requested by the General Partner in order to comply with Sections 1471 through 1474 of the Code, the General Partner may, among other things, withhold any tax required to be withheld pursuant to Sections 1471 through 1474 of the Code or any other applicable legislation, regulations, rules or agreements and require such Limited Partner to withdraw from the Partnership. Prospective investors are encouraged to consult their own advisors regarding the possible application of Sections 1471 through 1474 of the Code to the Master Fund and its impact on their investment in the Partnership. Taxation of partners (other than tax-exempt partners) General: As long as the Partnership and the Master Fund are classified as partnerships for US federal income tax purposes, each Partner will be required annually to take into account its distributive share of all items of taxable income, gain, loss, deduction and credit (if any) of the Partnership and the Master Fund, without regard to whether any distributions are made by such entities (subject to the special treatment discussed below for Tax-Exempt Partners). Each such item generally will have the same character (capital or ordinary) and source (United States or foreign) as though the Partner realized the item directly. The Partnership will file a US federal partnership information return, reporting its operations for each calendar year. The Partnership also will provide Partners with the information necessary to enable Partners to determine and include in their US federal income tax returns items of taxable income, gain, loss, deduction and credit (if any) arising from their investment in the Partnership and the Partnership’s direct investment in the Master Fund. Because the Partnership is dependent upon the receipt of information from the Master Fund to provide information to its Partners and because the Partnership may not receive that information until after April 15 of the following year, Partners should be prepared to obtain extensions of the filing date for their US federal income tax returns. Tax consequences to a withdrawing partner: A Partner receiving a cash liquidating distribution from the Partnership, in connection with a complete withdrawal from the Partnership, generally will recognize capital gain or loss to the extent of the difference between the proceeds received by such Partner and such Partner’s adjusted tax basis in its Interest. Such capital gain or loss will be short-term or long-term depending upon the Partner’s holding period for its Interest in the Partnership. 98 If a Partner makes contributions to the Partnership at different times, the Partner could have a divided holding period with respect to its Interest. However, a withdrawing Partner will recognize ordinary income to the extent such Partner’s allocable share of the Partnership’s “unrealized receivables” exceeds the Partner’s basis in such unrealized receivables (as determined pursuant to the Treasury Regulations). For these purposes, accrued but untaxed market discount, if any, on securities held by the Partnership will be treated as an unrealized receivable, with respect to which a withdrawing Partner will recognize ordinary income. A Partner receiving a cash nonliquidating distribution, in connection with a partial withdrawal from the Partnership, will recognize income in a similar manner only to the extent that the amount of the distribution exceeds such Partner’s adjusted tax basis in its Interest. The Partnership Agreement provides that the General Partner may specially allocate items of Partnership capital gain (including short-term capital gain) and capital loss to a withdrawing Partner to the extent its capital account would otherwise exceed or be less than, as the case may be, its adjusted tax basis in its Interest. Such a special allocation may result in the withdrawing Partner recognizing capital gain, which may include short-term gain, in the Partner’s last taxable year in the Partnership, thereby reducing the amount of long-term capital gain recognized during the tax year in which it receives its liquidating distribution upon withdrawal. There can be no assurance that, if the General Partner makes such a special allocation, the Service will accept such allocation. If such allocation is successfully challenged by the Service, the Partnership’s gains or losses allocable to the remaining Partners will be increased. The Master Fund’s investment activities: The Master Fund may invest in debt obligations that have original issue discount (“OID”) and/or market discount. A debt obligation is issued with OID to the extent that its “stated redemption price at maturity” (e.g., its principal amount) exceeds its “issue price.” If the Master Fund invests in an OID instrument, a portion of the OID amount (determined on an economic accrual basis) will be includable in income each year by Partners of the Partnership even though there is not a corresponding payment of cash. A debt obligation (other than a short-term obligation as defined in the Code) acquired from someone other than the original issuer will have market discount if it is acquired at a price less than its stated redemption price at maturity or, if the obligation is issued with OID, it is acquired at a price less than its issue price plus the unpaid amount of OID already accrued on the obligation. If the Master Fund acquires a debt obligation at market discount, that portion of any principal payment, including a payment on maturity, attributable to accrued market discount will be ordinary income (on the assumption that the Master Fund has not made an election to include market discount in income on a current basis over the term of the instrument). In addition, if the Master Fund realizes gain upon the disposition of a market discount instrument, such gain will be recharacterized as ordinary income to the extent of the amount of accrued market discount. Notwithstanding the OID and market discount rules outlined above, an obligation will not be treated as having OID or market discount unless the amount of OID or market discount exceeds a de minimis amount as set out in the Code. In addition, the Master Fund may invest in certain securities such as preferred stock with pay–in-kind dividends, or redemption or repayment premiums, that under certain circumstances could cause income to be includable by Partners of the Partnership for US federal income tax purposes even though the Partnership had not realized any current cash income. 99 The gain and loss realized by the Master Fund from the sale or other disposition of securities generally will be treated as capital gain and loss (except to the extent that the Master Fund is required to treat all or part of such gain or loss as ordinary income under the market discount, controlled foreign corporation or passive foreign investment company rules). Such capital gain and loss may be long-term or short-term depending, in general, upon the holding period for a particular security and, in some cases, upon the nature of the transaction. Property held for more than one year generally will be eligible for long-term capital gain or loss treatment. For non-corporate Partners, under current law, the maximum ordinary income tax rate is 39.6% and, in general, the maximum income tax rate for long-term capital gains and “qualified dividend income” is 20%, although in all cases the actual effective tax rates may be higher due to the phase out of certain tax deductions, exemptions and credits. The income of non-corporate Partners from the Partnership generally will also be subject to the 3.8% surtax on unearned income (as described below). The excess of capital losses over capital gains may be offset against the ordinary income of a non- corporate Partner, subject to an annual deduction limitation of $3,000. Such excess may not be carried back, but may be carried forward indefinitely until fully used. For corporate Partners, the maximum income tax rate is 35%. Capital losses of a corporate Partner may be offset only against capital gains, but unused capital losses may be carried back three years (subject to certain limitations) and carried forward five years. Foreign currency gain or loss: Foreign currency gain or loss (as determined under the Code) is generally treated as ordinary income or loss for US federal income tax purposes. A Partner may recognize foreign currency gain or loss when the Master Fund receives, or is deemed to receive, payment with respect to debt securities denominated in foreign currencies, when the Master Fund disposes of such debt securities or disposes of foreign currency, and when the Master Fund realizes, or is deemed to realize, gain or loss in connection with foreign currency hedging transactions. Such gain or loss, if any, should generally be treated as US source gain or loss in the hands of a Partner. Investments in non-US corporations: The controlled foreign corporation (“CFC”) or passive foreign investment company (“PFIC”) rules under US federal income tax law may apply (depending upon the particular facts) to investments by the Master Fund in non-US entities that are treated as corporations for US federal income tax purposes. If either of such set of rules applies to an investment by the Master Fund, Partners (other than Tax-Exempt Partners, except as noted below) can be subject to US federal income tax consequences that will increase the amount or accelerate the timing of taxation with respect to their distributive share of income from the Partnership, or alter the character of such distributive share. In particular, if the Master Fund invests in a non-US corporation that is a PFIC, a Partner generally will be required to treat its distributive share of any “excess distributions” (as defined in the PFIC rules) or gains upon the Master Fund’s disposition of its interest in the PFIC, as well as the portion of its gain from a sale or disposition of a Partnership interest that is allocable to the Master Fund’s PFIC investments, if any, as having been earned ratably (on a straight-line basis) over the period the investment is held by the Master Fund. The portion of such distributions or gains (which will be treated as ordinary income) allocated to prior PFIC years will be subject to US federal income tax at the highest marginal rate in effect for each such year, with interest imposed on each year’s deemed tax liability. 100 In general terms, a non-US corporation will be classified as a PFIC for a given taxable year if either: (i) 75% or more of its gross income in such year is passive income; or (ii) 50% or more of its gross assets in such year are held for the production of or produce passive income. In the absence of the elections described below, a non-US corporation that is a PFIC under the income or asset test will be treated as a PFIC with respect to the Partnership in each subsequent year even if the corporation will not otherwise subsequently satisfy either of such tests. The tax consequences of investing in a non-US corporation that is a PFIC also may result if the Master Fund is treated as investing indirectly in a PFIC. Alternatively, if the Master Fund provides certain tax information regarding a non-US corporation that is a PFIC to the Partnership and certain other requirements are met, the Partnership (but not the Partners individually) may make a qualified electing fund election (“QEF Election”) with respect to the non-US corporation, in which case, if the QEF Election is made in a timely fashion, the adverse tax consequences described above will not apply. As a result of that election, however, Partners will be required to include in their income each year their share of the “ordinary earnings” and “net capital gains”, if any, of the PFIC prior to the receipt by the Partnership of distributable proceeds attributable thereto. However, there can be no assurance that the Master Fund will obtain or provide the information necessary to permit the Partnership to make appropriate tax elections with respect to, and to permit the Partnership to satisfy its income tax return filing requirements arising from, any direct or indirect investment by the Master Fund in a PFIC. If the Master Fund does not provide the necessary information, the QEF Election with respect to such non-US corporation may not be available to the Partnership. In the case of certain “marketable stock,” where a QEF Election is not available, an election may be made to “mark to market” the stock of a PFIC on an annual basis. Pursuant to such an election, the Partner would include in each year as ordinary income the excess, if any, of the fair market value of such stock over its adjusted basis at the end of the taxable year. As a result of the nature of the investments that the Master Fund will make, this election is not likely to be helpful. If the Master Fund invests in a non-US corporation that is a CFC and the Partnership owns, directly or by attribution, 10% or more of the voting stock of such non-US corporation, a Partner generally will be required to recognize as ordinary income, whether or not a corresponding distribution is made by the non-US corporation, its distributive share of the non-US corporation’s “Subpart F income” (as defined in the CFC rules), which includes, among other items, passive income and certain sales and service income, for the year, as well as its distributive share of the CFC’s other income for the year to the extent of the CFC’s investments in US property (as defined in Section 956 of the Code). In addition, all or a portion of the gain recognized upon the disposition of stock in the non-US corporation, or interests in the Master Fund or the Partnership may be recharacterized as dividend or other ordinary income rather than capital gain. A non-US corporation will be a CFC if more than 50% of its stock (based on value or voting power) is owned, directly or by attribution, by US persons (including US partnerships) that each own, directly or by attribution, at least 10% of the voting stock of the non-US corporation. The tax consequences of investing in a non-US corporation that is a CFC also may result if the Master Fund invests indirectly in a CFC. If the Partnership is a 10% shareholder of a CFC, generally the PFIC rules will not apply to the Partnership with respect to such investment. 101 Non-US tax credits: In general, a taxpayer is allowed to credit non-US income taxes, including withholding taxes, against the US federal income tax imposed on such taxpayer’s foreign source taxable income (but not on US source taxable income), subject to applicable limitations. Certain categories of income (generally referred to as “baskets”) are each subject to a separate non-US tax credit limitation. The separate limitation on credits attributable to different baskets generally prevents the averaging of credits from more highly taxed types of income against lower taxed income. While each Partner generally will be entitled to a credit for US federal income tax purposes of its distributive share of each creditable non-US tax incurred by the Partnership and the Master Fund, a Partner’s share of gains realized by the Master Fund from the sale of stock of non-US corporations is likely to be treated as US source income. Consequently, a Partner may not be able to use as a credit any non-US income taxes imposed on the Partnership or the Master Fund unless such credit can be applied against US tax due on other income derived by the Partner from non-US sources. Limitation on certain deductions: Partnership deductions allocable to certain Partners may be subject to limits for U.S. federal income tax purposes. Losses may be passive losses, which may subject individuals, closely held corporations, and other Partners to limits on deductions for such losses. Loss deductions for such Partners may also be subject to the at-risk limits, the basis limitation under Section 704 of the Code, and the limitations on the “tax-exempt use loss” under Section 470 of the Code. Interest deductions for individuals and other Partners may also be subject to limits. Deductions for Partnership expenses, the Management Fee and the Performance Fee may be treated as “miscellaneous itemized deductions,” which may be subject to limits for individuals, estates, and trusts, including the threshold for deductions based on 2% of the taxpayer’s adjusted gross income. In general, neither the Partnership nor any Partner may currently deduct organizational or syndication expenses. An election may be made by a partnership to amortize organizational expenses over a 180-month period, and the Partnership may make such election. Syndication fees, however, must be capitalized and cannot be amortized or otherwise deducted. In addition, if any infrastructure investments are constructed or rehabilitated by the Master Fund, special rules may require the capitalization of certain related interest expense. Requirement to adjust the basis of partnership assets: Section 754 of the Code allows a partnership to elect to adjust the basis of its assets in connection with transfers of partnership interests pursuant to a sale or exchange or upon the death of a partner or in connection with certain distributions to partners. In the case of a transfer of a partnership interest, the adjustments are made only with respect to the transferee partner. While the Partnership has no present intention of making an election under Section 754, the application of the basis adjustment rules will be mandatory in the case of the transfer of an Interest in the Partnership if it has a “substantial built-in loss” at the time of the transfer, unless it qualifies as an “electing investment partnership”, or in the case of certain distributions with respect to which there is a “substantial basis reduction.” A substantial built-in loss exists if the Partnership’s adjusted basis in its property exceeds the fair market value of its property by more than $250,000. A substantial basis reduction is defined as a downward adjustment of more than $250,000 that would be made to the basis of the Partnership’s assets if a Section 754 election were in effect. It is not clear how these rules apply where a partnership such as the Partnership invests in another partnership such as the Master Fund. 102 An electing investment partnership that has a substantial built-in loss will not be required to make basis adjustments to partnership property when there is a transfer of a partnership interest. Instead, a partner-level loss limitation rule will apply. However, it is anticipated that the Partnership will not qualify as an electing investment partnership because the term of the Partnership is greater than 15 years and Interests may be issued more than 24 months after the date of the first capital contribution to the Partnership. The General Partner will have the authority to require any Partner engaging in a transaction that requires basis adjustments (for example, a redemption of a Partner’s Interest, a transfer of a Partner’s Interest or the death of a Partner) to bear the administrative and other costs incurred by the Partnership or the Master Fund in connection with these basis adjustment rules. These costs can be significant. Furthermore, each Partner will be required to provide the Partnership with any information necessary to allow the Partnership to comply with its obligations to make basis adjustments. Transactions that Lack Economic Substance: Under recently enacted tax legislation, which codifies a long-standing common law doctrine, the Service may impose penalties on taxpayers who engage in certain transactions that reduce US federal income tax but lack “economic substance.” A taxpayer who derives tax benefits from a transaction determined to lack economic substance will be subject to penalties of up to 40% even if the taxpayer acted reasonably and in good faith. A transaction will be considered to have economic substance only if both: (i) it changes the taxpayer’s economic position (apart from US federal income tax benefits) in a meaningful way; and (ii) the taxpayer has a substantial purpose (apart from the US federal income tax effects) for entering into the transaction. Depending on how the rules are applied, they may also extend to a wide range of business transactions that have not historically been targeted by the Service as lacking economic substance. Although neither the Partnership nor Master Fund intend to engage in these types of transactions, it is possible that the Service could assert that certain transactions of the Partnership or Master Fund lack economic substance. Surtax on Unearned Income: Under current law, a 3.8% surtax is imposed on the “net investment income” of certain Partners who are citizens and resident aliens, and the undistributed “net investment income” of certain US estates and trusts, subject to certain limits. Among other items, “net investment income” generally would include gross income, less allocable deductions, derived from a trade or business that is a passive activity with respect to a Partner. The trade or business of a partnership in which a partner does not materially participate generally is treated as a passive activity with respect to such partner. Partners should consult their tax advisers regarding the effect, if any, of this surtax on their ownership and disposition of an interest in the Partnership. 103 Reporting requirements: The Partnership may have certain reporting requirements in connection with its investments in foreign entities, such as an obligation to file Form 926 (“Return by US Transferor of Property to a Foreign Corporation”) with respect to certain transfers of cash to a foreign corporation, and an obligation to file Form 5471 (“Information Return of US Persons With Respect to Certain Foreign Corporations”) or Form 8865 (“Information Return of US Persons With Respect to Certain Foreign Partnerships”) if it holds (directly, indirectly or by attribution) an ownership interest of 10% or more in a foreign corporation or a foreign partnership, respectively. Additionally, if the Partnership invests in a foreign entity that is considered to be a PFIC, the Partnership may be required to report its investment in the PFIC on an annual basis. Partners, including Tax-Exempt Partners, may have certain reporting requirements in connection with the Partnership’s investments in foreign entities. For example, where a domestic partnership, such as the Partnership, contributes property to a non-US corporation, the domestic partnership’s partners are considered to have transferred a proportionate share of the contributed property to the non-US corporation. Any Partner that is deemed to have transferred cash (through the US Partnership) to a non-US corporation will be required to file Form 926 if: (i) immediately after the transfer, such Partner holds (directly, indirectly or by attribution, respectively) at least 10% of the total voting power or total value of the non-US corporation; or (ii) the amount of cash deemed transferred by such Partner (and any related person) to the non-US corporation during the twelve-month period ending on the date of the transfer exceeds $100,000. Tax return disclosure and investor list requirements: The Service has issued Treasury Regulations that are aimed at obtaining disclosure by certain taxpayers, including partnerships and partners, that engage in so-called “tax shelter” transactions. Because of the broad wording of these regulations, even when private equity funds, such as the Master Fund or the Partnership, have not been organized or operated to provide “tax shelter” benefits to their partners, the partnerships and their partners may be required to make disclosure to the Service if the partnerships or their partners participate in certain “reportable transactions” (discussed below) identified in these regulations. Significant monetary penalties apply to a failure to comply with these disclosure requirements. States (including New York, California and Illinois) may also have similar disclosure requirements. In addition, the General Partner and other material advisers to the Partnership or the Master Fund may each be required to file information returns with the Service with respect to the “reportable transactions” and maintain for a specified period of time a list containing certain information regarding the “reportable transactions” and the Partners, and the Service could inspect such lists upon request. 104 A “reportable transaction” of the Partnership or the Master Fund includes, among others, a transaction that results in a loss claimed under Section 165 of the Code (computed without taking into account offsetting income or gain items, and without regard to limitations on its deductibility) above certain threshold amounts, unless the transaction has been exempted from reporting by the Service. In general, a Partner will be treated as participating in the Partnership’s or the Master Fund’s “loss transaction”, and thus will be required to report the transaction, if: (i) the Partner’s allocable share of such loss exceeds certain thresholds (for non-corporate Partners, the thresholds are $2 million in any one taxable year or an aggregate of $4 million over a six-year period, and for corporate Partners, the thresholds are $10 million in any one taxable year or $20 million over a six-year period); or (ii) the Partner is an individual or a trust which is allocated in any one taxable year a loss of at least $50,000 from certain foreign currency transactions. The regulations require each of the Master Fund and the Partnership to complete and file Form 8886 (“Reportable Transaction Disclosure Statement”) with its tax return for each taxable year in which it participates in a “reportable transaction.” In addition, each Partner required to file a US tax return who is treated as participating in a “reportable transaction” is required to file Form 8886 with its US federal tax return. The Master Fund, the Partnership and any such Partner, respectively, must also submit a copy of the completed form to the Service’s Office of Tax Shelter Analysis. The General Partner intends to notify Partners when it believes (based on information available to the Partnership) such Partners are required to report a transaction involving the Partnership, and intends to provide such Partners with any available information needed to complete and submit Form 8886. Under the above rules, a Partner’s recognition of a loss upon its disposition of an Interest in the Partnership also could constitute a “reportable transaction” for such Partner. Partners should consult with their own advisers concerning the application of these reporting obligations to their specific situations. Tax-exempt partners Tax-Exempt Partners are subject to US federal income tax only on their “unrelated business taxable income,” as defined in Section 512 and Section 514 of the Code (“UBTI”). A charitable remainder trust, however, is not subject to US federal income tax with respect to UBTI, but is subject to an excise tax equal to 100% of any UBTI it recognizes. UBTI consists of income derived from the conduct of an unrelated trade or business regularly carried on by a tax-exempt organization, or income derived from “debt- financed” property. Generally, dividends, interest and gains from the sale or exchange of capital assets are not UBTI when the acquisition of the investment giving rise to such income has not been financed through borrowed funds. Under the Code, in computing its UBTI, a tax-exempt organization is required to include its share of income of any entity of which it is a member and which is treated as a partnership for US federal income tax purposes, to the extent such income would be UBTI if earned directly by such tax- exempt organization. 105 The Master Fund has invested, and may make future investments, in entities that are treated for US federal income tax purposes as partnerships and that are engaged in trades or businesses. Because of the “flow-through” principles applicable to partnerships, the Master Fund’s investments in other partnerships could cause a Tax-Exempt Partner to realize UBTI if any of such partnerships were to engage in an unrelated trade or business or to incur acquisition indebtedness by borrowing money or acquiring property subject to indebtedness. In addition, a Tax-Exempt Partner may realize UBTI as a result of any borrowings by the Partnership or the Master Fund. Thus, there can be no assurance that UBTI will not arise. Accordingly, a Tax-Exempt Partner is expected to realize UBTI as a result of its investment in the Partnership. The General Partner and Investment Adviser will, prior to May 1st of each year, use its reasonable best efforts to provide each Limited Partner with a good faith estimate of such Limited Partner’s share, if any, of UBTI, generated by the Partnership during the course of the prior calendar year, in order for a Limited Partner to timely file any necessary extensions related to federal and/or state UBTI tax returns, subject to the Master Fund’s receipt of the necessary information from the underlying portfolio companies of the Master Fund. The Advisor will request that such underlying portfolio companies timely provide such necessary information to the Advisor. The Master Fund will use commercially reasonable efforts to structure its investments to minimize the amount of UBTI that is recognized by a Tax-Exempt Partner; provided that the foregoing will in no way limit the goal of the Master Fund to maximize pre-tax returns to all investors and will not apply to the operation of the provisions described under “Borrowing.” Tax-Exempt Partners generally should not realize UBTI from investments by the Master Fund in non- US corporations that are not treated as partnerships for US federal income tax purposes (regardless of whether the special rules described above concerning non-US corporations that are CFCs or PFICs apply), unless such corporations are CFCs that produce insurance income or the investment in the stock of the non-US corporation is considered debt-financed. In addition, any foreign currency exchange gain or loss recognized by the Partnership should not be treated as UBTI. Tax exempt investors will be given the opportunity to invest in the Master Fund via a Cayman Islands limited partnership that will elect to be treated as a corporation for US federal income tax purposes. 106 Certain Additional Tax Considerations US state and local tax considerations Partners may be subject to other US taxes, such as state or local income taxes, and estate, inheritance or intangible property taxes, and tax return filing requirements, which may be imposed by various jurisdictions. For example, Partners may be subject to state and local taxation and tax return filing requirements in the jurisdictions of the Master Fund’s investments, particularly in the case of investments in portfolio companies that are treated as partnerships and that are engaged in a US trade or business. State and local taxation of Partners will differ, depending largely upon place of residence. Investors are urged to consult with their tax advisers concerning the effect of state and local income or estate tax consequences of an investment in the Partnership. Cayman Islands tax considerations The Master Fund has received an undertaking as to tax concessions pursuant to Section 81 of the Trusts Law (Revised) (Cayman Islands) which provides that, no law which is thereafter enacted in the Cayman Islands imposing any tax or duty to be levied on income or on capital assets, gains or appreciation or any tax in the nature of estate duty or inheritance tax shall apply to any property comprised in or any income arising under the Master Fund or to the trustees or the beneficiaries thereof in respect of any such property or income. Certain non-US tax considerations Countries other than the United States may impose withholding or other taxes in respect of dividends or interest from the Master Fund’s non-US investments or gains from dispositions of such non-US investments. The applicability and rate of such taxes may depend on (among other things) whether: (i) a particular country has a tax treaty with the United States; and (ii) if so, whether the taxing authorities of such country regard the Master Fund or the Partnership as an entity eligible for the benefits of such tax treaty or regard the Master Fund and the Partnership as pass-through entities. Prospective investors are urged to consult their tax advisers with respect to the potential non-US tax consequences of an investment in the Partnership. THIS SUMMARY DOES NOT CONSTITUTE LEGAL OR TAX ADVICE. EACH INVESTOR SHOULD CONSULT ITS OWN TAX ADVISER REGARDING THE TAX CONSEQUENCES UNDER US FEDERAL, STATE, LOCAL AND NON-US LAW OF AN INVESTMENT IN THE MASTER FUND THROUGH THE PARTNERSHIP WITH SPECIFIC REFERENCE TO ITS OWN PARTICULAR TAX SITUATION. 107 ERISA Considerations The Employee Retirement Income Security Act of 1974, as amended (“ERISA”), governs the investment of assets held in trusts established under employee benefit plans covered by ERISA (“ERISA Plans”) that may be Investors in the Partnership. ERISA, the regulations under ERISA issued by the United States Department of Labor (the “DOL”), and opinions and other authority issued by the DOL and the courts provide guidance that should be considered by fiduciaries of ERISA Plans prior to investing in the Partnership. The following discussion of certain ERISA considerations is based on statutory authority and judicial and administrative interpretations as of the date of this Memorandum and is designed only to provide a general overview of basic issues. Accordingly, this discussion should not be considered legal advice and the trustees and other fiduciaries of each ERISA Plan investor are encouraged to consult their own legal advisers on these matters. Fiduciary duty of investing plans In considering an investment in the Partnership, ERISA Plan fiduciaries should consider their basic fiduciary duties under ERISA Section 404, which requires them to discharge their investment duties prudently, solely in the interest of plan participants and beneficiaries, and for the exclusive purpose of providing benefits to plan participants and beneficiaries and defraying reasonable administrative expenses of the ERISA Plan. ERISA Plan fiduciaries must give appropriate consideration to the role that an investment in the Partnership and, indirectly, the Master Fund, would play in the ERISA Plan’s investment portfolio. In analyzing the prudence of an investment in the Partnership, the DOL’s regulation on investment duties should be considered (29 C.F.R. Section 2550.404a 1). Plan assets ERISA and a regulation issued under ERISA by the DOL (29 C.F.R. Section 2510.3-101), as modified by ERISA (the “Plan Asset Regulations”), define the term “plan assets” as applied to entities in which a plan invests, directly or indirectly, such as the Partnership and the Master Fund. The Plan Asset Regulations provide that when an ERISA Plan acquires an equity interest in an entity, and such equity interest is neither a publicly offered security nor a security issued by an investment company registered under the 1940 Act, the assets of the ERISA Plan include not only the equity interest, but also include an undivided interest in the underlying assets of the entity, unless an exception to this general rule applies. While the Master Fund is expected to qualify for one of the exceptions (as described below), it is expected that the Partnership will not satisfy the requirements of any such exceptions and, therefore, that the assets of the Partnership will be treated as plan assets. For this reason, the Investment Adviser will acknowledge that, with respect to investments in the Partnership, it is a fiduciary subject to the fiduciary responsibility provisions of ERISA and each ERISA Plan investor will appoint the Investment Adviser as an investment manager under ERISA with respect to its assets that are deemed to be held in the Partnership. Master Fund The Plan Asset Regulations provide several exceptions to the general rule of plan asset treatment. Pursuant to one such exception, the assets of certain entities, such as the Master Fund, will not be treated as plan assets if the entity is operated as a “venture capital operating company” within the meaning of the Plan Asset Regulations. Generally, to qualify as a venture capital operating company, 108 at least 50% of the entity’s assets (excluding short-term investments made pending long-term commitments or distribution to investors) valued at cost must be invested in: (i) “venture capital investments;” or (ii) “derivative investments.” A second exception applies when equity participation in the entity by employee benefit plan investors is not “significant.” Equity participation in an entity by “benefit plan investors” generally is considered to be “significant” on any date if, immediately after the most recent acquisition of any equity interest in the entity, 25% or more of the value (in the aggregate) of any class of equity interests in the entity is held by “benefit plan investors” (disregarding for purposes of such determination any interest held by persons (and their affiliates) who have discretionary authority or control with respect to such assets.) Benefit plan investors, for these purposes, means: (i) an employee benefit plan subject to Part 4 of Title I of ERISA; (ii) plans subject to Section 4975 of the Code; and (iii) entities that are deemed to hold assets of these plans under ERISA. The Master Fund will use commercially reasonable efforts to conduct the affairs and operations of the Master Fund so that the assets of the Master Fund will not constitute “plan assets” for purposes of ERISA. Partnership Although the assets of the Partnership are expected to be treated as plan assets, the Partnership is structured as a feeder vehicle and each Limited Partner will be directing the Investment Adviser to contribute its capital contributions to the Master Fund. Reporting ERISA Plans may be required to report certain compensation paid by the Master Fund (or by third parties) to the Master Fund’s service providers as “reportable indirect compensation” on Schedule C to Form 5500 Annual Return. To the extent any compensation arrangements described herein constitute reportable indirect compensation, any such descriptions are intended to satisfy the disclosure requirements for the alternative reporting option for “eligible indirect compensation”, as defined for purposes of Schedule C to the Form 5500. Regulatory Matters The Partnership will not be registered as an investment company under the 1940 Act. The Partnership intends to comply with the exemption under Section 3(c)(7) of the 1940 Act which permits private investment companies (such as the Partnership) to sell their interests, on a private placement basis, to an unlimited number of “qualified purchasers.” For this reason, Interests may be offered only to investors that the General Partner believes will meet the definition of “qualified purchaser” as outlined in Section 2(a)(51) of the 1940 Act. Because the Partnership will not be registered under the 1940 Act, it will not be subject to various regulations thereunder for the protection of investors. The General Partner, the Investment Adviser or the Advisor may change its registration status under the Advisers Act in its sole discretion. 109 Privacy Policy This Privacy Notice sets forth the policies of the General Partner, the Investment Adviser, the Advisor and 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 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 and the Partnership and its affiliates, and investors’ bank and brokerage account information. The General Partner and the Partnership do not disclose non-public personal information about investors to any third parties, except to affiliates of the General Partner and the Partnership, or except as necessary or appropriate in connection with the operation of the Partnership, or as required by law. Neither the General Partner nor the Partnership will sell or profit in any way from disclosure of confidential investor information. The General Partner 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 or the Partnership has joint marketing agreements: (i) 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 (ii) Information about an 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 and the Partnership restrict access to confidential investor information to those employees and agents of the General Partner and the Partnership who need to know such information in order to provide services to investors. The General Partner 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 Partnership, the Investment Adviser or the Advisor, please contact the General Partner at its address listed on the inside cover page. 110 Notice The obligations of the Partnership or the General Partner to deliver any report or other document can be satisfied either by: (i) providing the investor with access to an internet or an intranet website from which such report or document can be readily obtained; or (ii) e-mailing such report or document to the e-mail address provided by such investor (as such investor is required to provide pursuant to the subscription documents). Accordingly, investors should read the periodic letters from the Advisor that are available by internet or by e-mail, as they may contain important information concerning the status of, or changes to, the Partnership. This Memorandum does not purport to be and should not be construed as a complete description of the Partnership Agreement, the Trust Deed of the Master Fund or the Advisory and Administration Deed, copies of which are available on request and will be provided to each Limited Partner upon being admitted to the Partnership. Any potential investor in the Partnership is encouraged to consult appropriate legal and tax counsel. 111 Appendix Performance Fee calculation The Appendix outlines the calculation methodology for the Performance Fee. Under the IFM Investors methodology, the quantum of the Performance Fee is 20% of any outperformance over an 8% per annum (net of Management Fees) return hurdle. The Performance Fee is measured on a rolling three year basis. The fee is calculated on December 31 each year (“measurement date”). The diagram below summarizes the general principles of the IFM Investors methodology. Scenario 1: Performance Fee paid Scenario 2: No Performance Fee paid Actual Net Asset Value (“NAV”) at measurement date Threshold NAV (i.e. NAV if the Partnership returned 8% p.a. return) Threshold Return Excess Performance Fee = 20% of Threshold Return Excess Actual NAV at measurement date Threshold NAV (i.e. NAV if the Partnership returned 8% p.a. return) Threshold Return Deficit No Performance fee Deficit must be carried forward 112 Rolling three year calculation The trigger for the Performance Fee to be paid is outperformance over a rolling three year period. The IFM Investors methodology annualizes the three year outperformance to determine the Performance Fee applicable to any one particular year and to avoid double counting of returns and fees. The methodology removes the effect of double-counting by removing the impact of returns already accounted for in previous calculation periods. Investor enters the Partnership in mid-2013 2012 2013 First Measurement Period Second Measurement Period Third Measurement Period Fourth Measurement Period Fifth Measurement Period 2014 2015 2016 2017 Protection mechanisms for underperformance There will be a “Threshold Return Deficit” if the Partnership does not achieve 8% per annum at the end of a rolling three year period. In this case, there will be no Performance Fee until the “Threshold Return Deficit” has been recovered. Furthermore, when the Performance Fee is calculated on the measurement date, only 50% of the Performance Fee is paid in any given year with the remaining 50% retained to offset any return deficit in the subsequent year. 113 Summary of key principles Criteria IFM Investors Methodology Measuring Period Rolling three year period Fee Trigger Three year return to the measurement date exceeds 8% per annum (net of Management Fees) Performance Fee 20% of outperformance (above a hurdle of 8%) Attribution Based on individual investor’s cash flows Catch up None, performance fee only on excess return above 8% threshold return Fee Retention 50% of fee retained to offset any underperformance in subsequent year Fee Deficit Recovery Yes (No performance fee until Threshold Return Deficit is recovered) Fee Payment Annual Example 1: Consistent Fund Returns of 10% per annum Year Actual NAV Annual Return 3 year return (p.a.) Performance Fee Fee Paid Fee Retained Retained Fee which is forfeited 31-Dec-12 - 30-Jun-13 100,000,000 - 31-Dec-13 104,921,973 10%*193,210 96,605 96,605 - 31-Dec-14 115,414,171 10%435,145 314,177 217,572 - 31-Dec-15 126,955,588 10%n/a 511,925 473,535 255,963 - 31-Dec-16 139,687,617 10%10%582,736 547,330 291,368 - 31-Dec-17 153,656,379 10%10%639,393 611,064 319,696 - 31-Dec-18 169,022,017 10%10%703,332 671,362 351,666 - 31-Dec-19 185,924,219 10%10%773,534 738,433 386,767 - 31-Dec-20 204,570,052 10%10%853,406 813,470 426,703 - 31-Dec-21 225,027,057 10%10%936,379 894,893 468,190 - 31-Dec-22 247,529,763 10%10%1,030,017 983,198 515,009 - * This is a 6 month return compared to the returns within the rest of the table. NAV difference between an 8% and a 10% return 50% of the 2013 fee and 50% of the 2014 fee (i.e. release of the retained 2013 fee) 114 Example 2: Variable Fund Returns Year Actual NAV Annual Return 3 year return (p.a.) Performance Fee Fee Paid Fee Retained Retained Fee which is forfeited 31-Dec-12 30-Jun-13 100,000,000 31-Dec-13 104,440,046 9%*96,825 48,412 48,412 31-Dec-14 112,795,250 8%7,746 52,285 3,873 31-Dec-15 124,074,775 10%n/a 459,547 233,646 229,773 31-Dec-16 132,784,621 7%8.30%(229,773) 31-Dec-17 143,407,391 8%8.30% 31-Dec-18 149,143,686 4%6.30% 31-Dec-19 152,126,560 2%4.60% 31-Dec-20 170,434,657 12%5.90% 31-Dec-21 195,999,856 15%9.50%108,834 54,417 54,417 31-Dec-22 211,679,844 8%11.60%296,352 202,593 148,176 * This is a 6 month return compared to the returns within the rest of the table. After several years of underperformance, losses are recovered and a performance fee is generated 2016 underperformed, so 50% of 2015 fee is given back to investor Exhibit C Additional Required Documents Please locate the appropriate investor type below and provide the required information and documentation as applicable. In order to comply with U.S. or other anti-money laundering laws, the General Partner, the Investment Advisor, the Master Fund Advisor or the Trustee may require additional information and/or documentation based on its review of the informatio n provided. *Refer to Document requirements for Individuals Customer Type Documentation Requirements Individuals Unexpired Government Issued Document  With photograph  Full name  Address or DOB  For example, driver’s license, passport or other reputable document that includes a photograph  Without a photograph  Full name  Address or date of birth AND  Supported by a second document  For example a utility bill or a bank statement Corporations  Good standing certificate or comparable document evidencing due formation and organization and continued authorization to do business in the jurisdiction of organization  Certified corporate resolutions authorizing the subscription and identifying the corporate officer(s) empowered to sign the Subscription Agreement.  Evidence of identity for at least 2 of the signatories (preferably the signatories signing the Subscription). Please refer to documentation requirements for ‘Individuals’ listed above.  Request disclosure of any beneficial owner(s) holding >25% interest in the entity (where there are any, conduct due diligence on this owner(s) OR comfort letter) Exhibit C Additional Required Documents Please locate the appropriate investor type below and provide the required information and documentation as applicable. In order to comply with U.S. or other anti-money laundering laws, the General Partner, the Investment Advisor, the Master Fund Advisor or the Trustee may require additional information and/or documentation based on its review of the informatio n provided. *Refer to Document requirements for Individuals Customer Type Documentation Requirements Limited Liability Companies  Good standing certificate or comparable document evidencing due formation and organization and continued authorization to do business in the jurisdiction of organization  Copy of the limited liability company agreement  Certified resolutions authorizing the subscription and identifying the corporate officer(s) empowered to sign the Subscription Agreement.  Evidence of identity for at least 2 of the signatories (preferably the signatories signing the Subscription). Please refer to documentation requirements for ‘Individuals’ listed above.  Request disclosure of any beneficial owner(s) holding >25% interest in the entity (where there are any, conduct due diligence on this owner(s) OR comfort letter)  Partnerships  Good standing certificate or comparable document evidencing due formation and organization and continued authorization to do business in the jurisdiction of organization  Copy of the partnership agreement identifying the general partner  Authorized signatory list  Evidence of identity for at least 2 of the authorized signatories (preferably those signing the subscription) as per requirements for an individual  Verification of identity for all beneficial owners with a beneficial interest of >25% OR a comfort letter  Exhibit C Additional Required Documents Please locate the appropriate investor type below and provide the required information and documentation as applicable. In order to comply with U.S. or other anti-money laundering laws, the General Partner, the Investment Advisor, the Master Fund Advisor or the Trustee may require additional information and/or documentation based on its review of the informatio n provided. *Refer to Document requirements for Individuals Private Pension Plans or Not For Profit including Foundations and Charities  Certificate of the trustee or fiduciary or an appropriate officer certifying that the subscription has been authorized and identifying the individual empowered to sign the Subscription Agreement  Evidence of identity for at least 2 authorized signatories  Formation/ mandate  Evidence of identity for all beneficial owners with a beneficial interest of >25% OR a comfort letter Trusts  Trust Deed/ Agreement or relevant portions thereof showing appointment and authority of the trustee(s)  Authorized signatory list  Evidence of identity for at least 2 authorized signatories*  Evidence of identity for Trustees*  Verification of identity for the beneficial owners* Exhibit C Additional Required Documents Please locate the appropriate investor type below and provide the required information and documentation as applicable. In order to comply with U.S. or other anti-money laundering laws, the General Partner, the Investment Advisor, the Master Fund Advisor or the Trustee may require additional information and/or documentation based on its review of the informatio n provided. *Refer to Document requirements for Individuals Customer Type Documentation Requirements Public Pension Funds  Certificate of the trustee or fiduciary or an appropriate officer certifying that the subscription has been authorized and identifying the individual empowered to sign the Subscription Agreement  Trust Deed/ Agreement  Authorized signatory list  Evidence of identity for at least 2 authorized signatories*  Evidence of identity for Trustees*  Verification of identity for the beneficial owners* Corporate Pension Funds  Certificate of the trustee or fiduciary or an appropriate officer certifying that the subscription has been authorized and identifying the individual empowered to sign the Subscription Agreement  Trust Deed/ Agreement  Authorized signatory list  Evidence of identity for at least 2 authorized signatories*  Evidence of identity for Trustees*  Verification of identity for the beneficial owners* Taft Hartley Pension Funds  Certificate of the trustee or fiduciary or an appropriate officer certifying that the subscription has been authorized and identifying the individual empowered to sign the Subscription Agreement  Trust Deed/ Agreement  Authorized signatory list  Evidence of identity for at least 2 authorized signatories*  Evidence of identity for Trustees*  Verification of identity for the beneficial owners* OMM_US:71949430.1 NOTICE OF NAME CHANGE TO OUR LIMITED PARTNERS Please be advised that effective as of October 22, 2013, the following entities have changed their legal names: Previous Name New Name Industry Funds Management Pty Ltd IFM Investors Pty Ltd Industry Funds Management (Nominees) Limited IFM Investors (Nominees) Limited Industry Funds Management (UK) Ltd IFM Investors (UK) Ltd Industry Funds Management (US), LLC IFM Investors (US), LLC IFM (US) Investment Advisor, LLC IFM Investors (US) Advisor, LLC Our new website address is: www.ifminvestors.com IFM Group Risk Management Plan Section 4(b) IFM Group Valuation Policy 29 April 2015 Contents 1 Authority and Responsibilities .......................................................................................................................... 1 2 Delegated Staff ................................................................................................................................................ 1 3 Valuation Policy ............................................................................................................................................... 1 3.1 Traded Investments/Securities: Equity .............................................................................................................. 1 3.2 Traded Investments/Securities: Debt Investments ............................................................................................. 1 3.3 Traded Investments/Securities: Derivatives ....................................................................................................... 2 3.3.1 Foreign Currency .............................................................................................................................................. 2 3.3.2 Futures Contracts – SPI, Bank Bill, Bond Futures ................................................................................................ 2 3.3.3 Non-Traded Investments/Securities .................................................................................................................. 2 3.3.4 Directly Held ..................................................................................................................................................... 2 3.3.5 Pooled Vehicles ................................................................................................................................................ 5 4 Independent Valuers ........................................................................................................................................ 5 5 Review ............................................................................................................................................................. 6 6 Sale of Assets ................................................................................................................................................... 6 IFM Group Risk Management Plan Valuation Policy 1 DMS ID: 321009 v13 1 Authority and Responsibilities The IFM Group Valuation Policy (“Policy”) is part of the IFM Group Risk Management Plan (“Plan”) and determines the approach to the valuation of listed and unlisted investments, portfolios and products by IFM Holdings Pty Ltd and its subsidiaries (collectively “IFM”). The Policy is approved by the IFM Group Boards Audit & Risk Committee on advice from the IFM Group Risk Committee (“IFMRC”). The Chief Executive of IFM Investors Pty Ltd is responsible for: • Communicating and instructing Delegated Staff and relevant IFM staff on the contents of the Policy; • Advising the full IFMRC of breaches to the Policy; and • The ongoing review and proposing of amendments to the Policy to the full IFMRC. 2 Delegated Staff The following positions within IFM are delegated authority under this Policy (the “Delegated Staff”). • Chief Executive (“CE”) • Global Head of Infrastructure (“GHI”) • Head of Private Capital (“HPC”) • Group Heads and Executive Directors 3 Valuation Policy 3.1 Traded Investments/Securities: Equity Traded investments/securities are defined as those investments appearing on an IFM approved independent market data vendor, for example IRESS, Bloomberg. The current pricing source for traded securities is Bloomberg. The end of day 1 For equity investments where greater than 20% of issued stock is held by one IFM fund, consideration will be given to a variation from the last traded price for valuation purposes on the basis of a discount for illiquidity or a premium for control valuation for a security is the “Close” price, and intra day the “Last” price. Where IFM considers that the market value does not reflect the fair value of these assets due to trading, pricing or other irregularities, a fair market value will be determined by the relevant Group Head for approval of the IFM Board. These occasions are expected to be rare and obvious. 3.2 Traded Investments/Securities: Debt Investments Traded debt investments/securities are defined as those investments appearing on an IFM approved independent pricing source, this currently being provided by Interactive Data Ltd (“IDL”). 1 Note that references in this Policy to “end of day” refer to Australian Eastern Standard Time. IFM Group Risk Management Plan Valuation Policy 2 DMS ID: 321009 v13 The end of day valuation for a security is the market closing price as provided by IDL’s price feed file. 3.3 Traded Investments/Securities: Derivatives 3.3.1 Foreign Currency Foreign currency contracts are valued using the appropriate spot or forward exchange rates reported by an IFM approved independent pricing source, this currently being Bloomberg. The end of day valuation for a foreign exchange contract is the “Close” price. 3.3.2 Futures Contracts – SPI, Bank Bill, Bond Futures Futures contracts are valued using rates sourced from the relevant futures exchange reported by an IFM approved independent pricing source, such as IDL and/or Bloomberg. The current pricing source for traded securities is IDL and/or Bloomberg. The end of day valuation for a security is the “Close” price, and intra day the “Last” price. 3.3.3 Non-Traded Investments/Securities It is intended that all non-traded IFM products and assets will be fully re-valued at least annually. By sector, the specific approach is outlined below. 3.3.4 Directly Held Infrastructure (Equity) Infrastructure assets will be independently valued quarterly (“as at” quarter end) by an Independent Valuer except where: • The asset/company/trust is in a development phase in which case the cost-of-investment method 2 • The asset/company/trust’s assets are comprised predominantly of cash (or cash equivalents), in which case the net assets method can be used with the valuation performed by IFM; can be used with the valuation performed by IFM; or • Where a non-IFM trustee/responsible entity directs otherwise, in which case specific written agreement will be obtained as to the valuer proposed and the valuation method; or • Where the asset/company/trust’s investment value in the previous two consecutive quarters is less than AUD10 million (for the IFM Australian Infrastructure Fund) / USD10 million (for the IFM Global Infrastructure Fund), an IFM internal valuation can be used once approved by the full IFMRC (or its delegate); or • Where the asset/company/trust was acquired within the quarter, the cost-of-investment method can be used for IFM’s valuation. • For infrastructure preferred equity or infrastructure debt investments held within an Infrastructure equity fund, the method of valuation of assets is market value provided by an approved data provider, unless IFM determines there is no market in respect of the asset or the market value does not represent the fair value of the asset, in which case the asset must be 2 The cost-of-investment method is the cost of the investment inclusive of capitalised expenses. IFM Group Risk Management Plan Valuation Policy 3 DMS ID: 321009 v13 valued using a method determined by IFM. In addition, the frequency of update to the valuation is expected to be in line with all other infrastructure investments (i.e. on a quarterly basis). These quarterly valuations (excluding the above mentioned exceptions) may be refreshed by an Independent Valuer before the quarter end on the occurrence of an event that is expected to have a significant impact on the valuation and it has been deemed necessary for a revaluation to occur prior to quarter end. The decision as to whether a valuation is required will be referred by the GHI to the full IFMRC. The full IFMRC will decide whether a valuation before the quarter end is required on the advice of the GHI. Triggers which may prompt a review of the valuation include: • Circumstances where a sale of an asset fails to settle (refer Section 6 below); • Significant event within the asset which has the potential to be an adverse/positive factor in the valuation, e.g. loss of physical infrastructure through a natural event; awarding of a lucrative long term contract to the entity, etc; • Increased sovereign risk in the asset’s locality; • Failure of a major competitor or client; • Merger and acquisition activities including plans to divest assets; • Exposure to significant debt or equity refinancing activity; • Significant change in operational conditions; • Significant changes in the performance of the underlying business relative to expectations; • Breach of obligations by the underlying business (e.g. defaults, breach of agreements); and • Global or market-specific crises. The valuation method is to be determined by the appointed Independent Valuer at their discretion as long as the method falls within the standards prescribed under AASB 139, US GAAP ASC § 820 and ASC § 825 (formerly FAS 157 and 159) as appropriate. IFM notes that the preferred method is the discounted cash flow (“DCF”) method, subject to the exceptions noted, and valuations should also have regard to quoted prices for identical or similar investments in active markets. Valuation methodology should be kept consistent from quarter to quarter. For valuations performed by IFM, subject to the exceptions noted, the DCF method will be used. IFM will annually provide valuations to the relevant funds’ auditor for review in accordance with the auditor’s audit methodology – such review may include an audit of assumptions and calculations of the Independent Valuer’s reports, and may involve contact with the Independent Valuer. Independent Valuers will provide a “Low/Mid/High” scale of values for an asset. IFM’s approach is to adopt the “Mid” as the appropriate valuation. The recommendations for Australian and international infrastructure assets are made by the GHI. Any recommendation to change any valuation point from the previous quarter is to be referred to the full IFMRC for approval. Any recommendation to adopt a “High” point must be approved by the IFM Group Boards. Change in valuation of an asset of greater than 15% over or under the previous quarter, is to be referred to the full IFMRC for discussion and noting. Note: Where a change in valuation of an Infrastructure equity investment is requested to move from Low to Mid point and by doing so might have a material impact on the remuneration of any member of the infrastructure investment teams’ KRAs (e.g. moving the Fund Performance KRA from “Threshold” to “Met” or from “Met” to “Stretch”), the request for valuation change is to be referred by the IFMRC to the Board for approval. Given the time considerations of such a change (unit pricing, etc), such a referral may need to be undertaken by Circular Resolution. IFM Group Risk Management Plan Valuation Policy 4 DMS ID: 321009 v13 Valuations are produced “as at” a particular date (quarter end) and are therefore not current until that date. Because of this, valuations are incorporated into unit prices at or shortly after the quarter end, regardless of when the valuation was received by IFM. Financial models used for new acquisition purposes, whether constructed internally or externally, will be audited by third party model auditors. These audited models will be maintained internally, and updated for quarterly valuations and significant revaluation events requiring valuation before quarter end. Private Capital The majority of directly held non-traded private capital investments/securities will be a co- investment with a specialist private equity firm. Valuations for these investments/securities will be performed in accordance with Australian Venture Capital Association Limited International Private Equity and Venture Capital Valuation Guidelines November 2005 (“AVCAL/IPEV Guidelines (September 2009)”), which generally requires annual valuations by the investment manager and/or an appointed external party. For private equity investments managed directly by IFM, an annual valuation will occur, based on the AVCAL Guidelines, by IFM. Valuations will be reviewed annually by the relevant auditor. Change in valuation of an asset by a material amount over or under the previous period of greater than 15% of asset value or 5% of fund value, is to be referred to the full IFMRC for discussion and noting. Public Equity The method of valuation of assets is as in 3.1, unless IFM determines there is no market in respect of the asset, in which case the asset must be valued using a method determined by IFM, but guided by methodology used for unlisted assets in Infrastructure and Private Equity, as appropriate. Such circumstances might include a listed security that is delisted for insolvency reasons. In such circumstances, there is no market in respect of the security and, due to the uncertainty of the value of the security for equity holders, IFM will value such securities at zero until such time as written advice on the value of each security is received from administrators. Debt Investments The method of valuation of assets is market value provided by an approved data provider, unless IFM determines there is no market in respect of the asset or the market value does not represent the fair value of the asset, in which case the asset must be valued using a method determined by IFM. Assets are valued at month end using the most recently available prices and/or other valuation data. Reporting protocols from some external sources may result in some asset values lagging the remainder of the portfolio. Fixed rate asset values may also reflect movements in underlying market interest rates (base rates) but, depending on the benchmark for the portfolio holding the asset, these movements may be adjusted by hedging at the asset or the portfolio level. Change in valuation of an asset by a material amount over or under the previous period, is to be referred to the full IFMRC for discussion and noting. The question of whether the materiality of a valuation change from one period to the next is of a degree that requires referral to the full IFMRC is to be assessed by the Debt IC sub-committee having regard to: IFM Group Risk Management Plan Valuation Policy 5 DMS ID: 321009 v13 • the materiality of the change in value either in terms of the relative change in value of the asset, and/or • the overall impact on the value of a fund/portfolio. 3.3.5 Pooled Vehicles Private Capital The last available unit/share price is used for valuation purposes. The manager of the investment vehicle is expected to have in place a consistent valuation policy that would ideally involve: • For domestic private equity pooled vehicles, valuations performed in line with the AVCAL Guidelines and relevant accounting standards; and • For international private equity vehicles, valuations performed in line with the relevant national venture capital governing bodies’ guidelines, or in accord with a stated and agreed valuation policy (provided to IFM) and relevant accounting standards. The due diligence process for selection of a manager or fund includes consideration of valuation practices. The manager is the only appropriate party to provide valuations for these assets, as only they know the status of each individual investment they have made. Typically, funds are audited annually and auditors review valuation policy and valuations. Valuations are received from managers at least annually and generally quarterly. IFM ensures that the most current valuation received by IFM is incorporated into the weekly unit price for each fund. IFM will also incorporate relevant cash flows into the calculation of the unit price. Where there is any concern over a valuation, IFM will liaise with the relevant manager to resolve these concerns. In a number of instances, IFM also participates in investor advisory committees and valuations are discussed in these forums. The Head of Private Capital recommends, and the Private Equity Sub-Committee of the ISC approves, valuations before they are incorporated into unit prices. IFM will selectively consider write-downs of pooled funds in advance of the manager for known events which are to be approved by the Private Capital Sub-Committee of the IC (PCSC). In the case of co-investments, valuation changes could be write-ups or write-downs. In respect of co-investments, IFM will: • Prepare quarterly indicative valuations of all co-investments for approval by the PCSC; • Apply a consistent methodology in accordance with AVCAL guidelines across all co-investments over time; • Reference a Manager’s most recently received valuation in such indicative valuations, and • Ensure the quarter-end unit price reflects the indicative co-investment valuations signed off by the Chair of the PCSC. It is worth noting that the goal of a private equity investment is to realise growth in capital value upon exit. 4 Independent Valuers The appointed valuer is: • A firm independent of the entity being valued, the appointed investment manager and IFM and should make a full disclosure of interests prior to appointment; and IFM Group Risk Management Plan Valuation Policy 6 DMS ID: 321009 v13 • Appointed for a maximum of three years unless approved by the IFM Boards. Valuers are to be engaged in accordance with the IFM Policy for the Engagement of External Advisors (section 4(f) of the Plan). IFM does not obtain multiple valuations for the same asset from different Independent Valuers. IFM does not use Independent Valuers where the fee is contingent upon the investment’s valuation. Conflicted valuers are not appointed, and should an existing valuer become conflicted, IFM will take the necessary steps to replace them with another non-conflicted valuer. The auditor of IFM’s funds and the IFM corporate entities (currently Deloitte) is regarded as conflicted and is not engaged for valuations. 5 Review Valuations will be reviewed on an ongoing basis by all Group Heads and Executive Directors who are responsible for portfolio and asset valuations. For Infrastructure and Private Equity portfolios, this review is done in consultation with the relevant group. Where a Group Head or Executive Director disagrees with a current valuation, valuation method or valuer arising from application of the Policy, then the matter should be referred to the full IFMRC for review and decision. In using valuations for unit pricing, the IFM Finance and Operations Group (“FO”) has an obligation to confirm the integrity of the valuation. Valuations provided to FO are verified to the independent valuation source. The full IFMRC will review IFM’s valuation policy on an annual basis. All Group Heads and Executive Directors who are responsible for portfolio and asset valuations are required to report any material changes, concerns or issues arising from valuations, as well as any auditor feedback, to the CE and full IFMRC. The external auditor for IFM’s funds also reviews valuations annually. 6 Sale of Assets Once the sale of an asset has been arranged, and a contract is in place, the valuation of the asset is to be taken as the net sale price of the asset up to the point where settlement occurs, subject to the full IFMRC being provided with comfort that conditions precedent (if any) to completion of the sale, constitute a low risk. If the sale fails to materialise for any reason, an independent valuer is to review the value of the asset in light of the contract price, and determine whether fair value is represented by: • the sale contract price; or • the last independent valuation; or • a fresh valuation based on market information, to be provided by the independent valuer. IFM Investors (US) Advisor, LLC Part 2A of Form ADV The “Brochure” 99 Park Avenue, 19th Floor New York, NY 10016 www.ifminvestors.com September 2014 This “brochure” provides information about the qualifications and business practices of IFM Investors (US) Advisor, LLC (“IFM (US)”). IFM (US) is registered with the United States Securities and Exchange Commission (“SEC”) as an investment adviser. That registration does not imply a certain level of skill and training in the investment advisory or any other business. The information in this brochure has not been approved or verified by the SEC or by any state securities authority . If you have any questions about the contents of this brochure, please contact us at 212-575-1055. Additional information about IFM (US) is also available on the SEC ’s website at: www.adviserinfo.sec.gov. i Ite m 2 Material Changes IFM (US)’s related person, IFM (US) Securities, LLC was registered as a broker-dealer and became a member of FINRA in April 2014 (the “Broker-Dealer”). The Broker-Dealer is a limited purpose broker-dealer and is authorized to engage in the business of soliciting investors to purchase privately offered securities (exempt from registration under the Securities Act of 1933), issued by private funds advised by IFM Investors Pty Ltd (the “Master Advisor”) and IFM (US). Certain IFM (US) personnel are also registered as associated persons with this Broker-Dealer. ii Item 3 Tab le of Contents Item 2 Material Changes .......................................................................................................................................... i Item 3 Table of Contents ...................................................................................................................................... ii Item 4 Advisory Business ....................................................................................................................................... 1 Item 5 Fees and Compensation ............................................................................................................................ 2 Item 6 Performance Based Fees and Side-by-Side Management ............................................................... 3 Item 7 Types of Clients ................................................................................................................................................... 4 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss .................................................. 4 Item 9 Disciplinary Information ......................................................................................................................... 15 Item 10 Other Financial Industry Activities and Affiliations ................................................................... 16 Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .... 16 Item 12 Brokerage Practices ........................................................................................................................................... 17 Item 13 Review of Accounts ........................................................................................................................................ 17 Item 14 Client Referrals and Other Compensation ........................................................................................ 17 Item 15 Custody ............................................................................................................................................... 18 Item 16 Investment Discretion ............................................................................................................................. 18 Item 17 Voting Client Securities ........................................................................................................................... 18 Item 18 Financial Information .............................................................................................................................. 18 Item 19 Requirements for State-Registered Advisers .................................................................................... 19 1 I tem 4 Advisory Business IFM (US) was formed as a Delaware limited liability company in August of 2007. IFM (US) is a member of an Australian-based financial services group. IFM Investors (US), LLC is the sole member of IFM (US) (the “Member”). IFM (US) primarily provides non-discretionary advisory services to the IFM Global Infrastructure (US), L.P., a Delaware limited partnership, IFM Global Infrastructure (US) I-A, L.P., a Delaware limited partnership, IFM Global Infrastructure (Offshore), L.P., a Cayman Islands exempted limited partnership, IFM Global Infrastructure (Canada), L.P., a limited partnership organized under the laws of the Province of Ontario, Canada and IFM Global Infrastructure (Canada) I-A, L.P., a limited partnership organized under the laws of the Province of Ontario, Canada (each a “Fund” and collectively, the “Funds”). IFM (US)’s related person, IFM Global Infrastructure (US) GP, LLC, is the general partner of the Funds (the “General Partner”). In addition, IFM (US)’s other related person, IFM (US) Securities, LLC is a registered broker-dealer and a member of FINRA (the “Broker- Dealer”). The Broker-Dealer is a limited purpose broker-dealer and is authorized to engage in the business of soliciting investors to purchase privately offered securities (exempt from registration under the Securities Act of 1933) issued by private funds advised by IFM Investors Pty Ltd (the “Master Advisor”) and IFM (US). IFM (US), the Member, the Broker-Dealer and the General Partner are each wholly-owned subsidiaries of the Master Adviser, a company organized under the laws of Australia whose ultimate parent is Industry Super Holdings Pty Ltd (the “Ultimate Holding Company”). The Ultimate Holding Company is owned by 30 superannuation funds (pension funds) regulated by the Australian Prudential Regulatory Authority. Only one of those shareholders, AustralianSuper, owns greater than 25% of the shares. The Master Advisor provides investment advisory services to IFM Global Infrastructure Fund, a Cayman Islands multi-series unit trust (the “Master Fund’). 2 DMS ID: 1203911 v7 At this time, the Funds invest all of their assets into the Master Fund, under an Advisory and Administration Deed. IFM (US) also provides non-discretionary advisory services to the Master Advisor with respect to a portion of the Master Fund’s portfolio. Specifically, IFM (US) assists the Master Advisor with the selection and evaluation of investment opportunities for the Master Fund, which involves comprehensive on-site due diligence and review of each infrastructure project being considered for investment. IFM (US) also assists the Master Advisor in advising on some of the existing assets of the Master Fund. At this time, IFM (US) provides advice only to the Funds and the Master Advisor. The investment objective of the Funds is to acquire and maintain, through the Master Fund, a diversified portfolio of global infrastructure investments, subject to certain investment criteria and portfolio restrictions set forth in the confidential offering memorandum, limited partnership agreement and other governing documents of each Fund (the “Governing Documents”). However, the portfolio restrictions and investment criteria of the Funds may change over time and particular investment decisions may depart from the portfolio restrictions and investment criteria set forth in the Governing Documents. Investors and prospective investors in the Funds should refer to the Governing Documents for complete information on the investment objectives, investment criteria and investment restrictions with respect to a particular Fund. There is no Shareholders (AustralianSuper > 25%) Industry Super Holdings Pty Ltd (Ultimate Holding Company) IFM Holdings Pty Ltd IFM Investors Pty Ltd (Master Advisor) IFM Investors (US), LLC IFM Investors (US) Advisor, LLC IFM Global Infrastructure (US) GP, LLC (General Partner) 100% 100% 100% 100% 100% 100% IFM (US) Securities, LLC (Broker-Dealer) 100% 3 DMS ID: 1203911 v7 assurance that any of the Funds’ investment objectives will be achieved. IFM (US) may enter into “side letters” or similar agreements with certain investors in the Funds granting the investor certain specific rights, benefits, or privileges that are then made available to investors who have the same or a larger investment in the Fund. Investors in the Funds (“Limited Partners”) have no authority to influence or change the Funds’ or the Master Fund’s investment objectives or limitations or to participate in the management of the Funds or the Master Fund. Investors have no right to remove or replace IFM (US) as the Funds’ investment adviser. Limited Part ners are advised to carefully read the Funds ’ Governing Documents to understand the investment strategy and risks involved. IFM (US) does not participate in wrap fee programs. As of June 30, 2014, IFM (US) manages US$9,908,381,116.14 assets on a non-discretionary basis. Item 5 Fees and Compensation All investors are advised to review the Governing Documents for each Fund in conjunction with this brochure for more complete information on the fees and compensation payable with respect to a particular Fund. In exchange for IFM (US)’s services to the Master Advisor and the Funds, the Master Advisor pays IFM (US) an advisory fee equal to IFM (US)’s costs and expenses incurred in connection with performing its advisory services plus a percentage of such costs and expenses. The advisory fee is paid to IFM (US) on an annual basis in arrears. The Master Advisor receives an asset-based fee from the Master Fund, which is based on a percentage of the Limited Partner’s share of the net assets of the Fund in which such Limited Partner is invested (“Management Fee”). 4 DMS ID: 1203911 v7 In addition, the Master Advisor is entitled to an incentive-based fee from the Master Fund based on the performance of the Fund (the “Performance Fee”). The Performance Fee is equal to 20% of the net realized and unrealized appreciation in the net asset value of the Fund in excess of an 8% threshold return and subject to a high water mark. Examples illustrating the calculation of the Performance Fee will be provided to Limited Partners and prospective investo rs upon request. Each Fund will bear all expenses incurred in connection with its operations and administration, including its pro rata share of the expenses associated with the Master Fund. Each Fund’s expenses also include, among other things, legal, accounting and audit fees and expenses; governmental fees and taxes; bookkeeping and other professional fees; costs of investor meetings and other communications with investors; and all other reasonable costs related to the management and operation of the Fund. The Master Fund expenses include, among other things, legal, accounting and audit fees and expenses; governmental fees and taxes; bookkeeping and other professional fees; as well as investment-related expenses such as brokerage commissions, interest expense and expenses incurred in connection with conducting due diligence on potential investments (including transactions that fail to close) and monitoring of investments; travel expenses of the Master Advisor; third-party data and software expenses; and all other reasonable costs related to the management and operation of the Master Fund or the purchase, sale or transmittal of its assets. The Master Fund pays the Management Fee quarterly in arrears (i.e., based on each of the Funds assets at the end of the quarter for advisory services rendered during that period). As the Management Fee is not paid in advance, there would not be any paid, but unearned, fee that is refundable upon the withdrawal of a Limited Partner. Similarly, as the Master Advisor pays IFM (US) its advisory fee in arrears, there would not be any paid, but unearned, fee that is refundable upon the termination of the advisory agreement between the Master Advisor and IFM (US). The Performance Fee, if any, is paid on an annual basis and upon a Limited Partner’s withdrawal. The Master Advisor bills the Master Fund for the Management Fee and the Performance Fee at the times and in the amounts described above. Item 6 Performance Based Fees and Side-by-Side Management As discussed above under “Fees and Compensation,” the Master Advisor has the right to receive a Performance Fee and a Management Fee from the Master Fund. The Master Advisor may also receive an incentive-based fee and asset -based fee from the Master Fund ’s other feeder vehicles. As all infrastructure investments are made by the Master Fund, the Master Advisor does not have the ability to favor the other feeder vehicles over the Fund s by allocating potentially better investment opportunities to the other feeder vehicles. IFM (US) is not paid a Performance Fee. Item 7 Types of Clients IFM (US) provides advice to the Funds and the Master Advisor. The limited partners of the Funds may include corporations, endowments, foundations, trusts, estates, individuals and pension and profit sharing plans. 5 DMS ID: 1203911 v7 Generally, only “qualified purchasers,” as that term may now or in the future be defined under Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended (the “1940 Act”), may invest in the Funds. In order to invest in the Funds, potential investors must make a minimum initial capital commitment to the Funds of $10,000,000. The minimum additional capital commitment is $1,000,000. However, the General Partner in its sole discretion may accept minimum capital commitments of lesser amounts or establish different minimum capital commitments in the future. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss In selecting U.S. investments to recommend to the Master Advisor for the Master Fund, IFM (US) employs, in addition to traditional means of evaluating investment opportunities, a system involving comprehensive on-site due diligence and review of each infrastructure project being considered for investment. The execution of each transaction is made by the Master Advisor. IFM (US) and the Master Advisor do not employ a single set of objective criteria in evaluating every potential investment opportunity. In their experience, the complexity of infrastructure investments means that each investment opportunity must be evaluated for its particular risks and opportunities. IFM (US) and the Master Advisor employ a high-level analysis to assess the initial attractiveness of an opportunity before proceeding further with or rejecting an investment opportunity. If the analysis is completed successfully, the proposal is then submitted to the Master Advisor ’s Investment Committee (“IC”) for consideration and if the IC judges it to be worth pursuing, the investment moves to a higher level of detailed analysis. The IC is responsible for the reviewing and approving private market investment transactions, overseeing investment programs and portfolios and reporting to the IFM Board Investment Committee (“BIC”). The IC can approve, within mandate/product guidelines, all IFM acquisitions and divestments in infrastructure up to the amount of $281,850,000. There is also an IC sub-committee operated within the Infrastructure Group who may authorize acquisitions and divestments under an established amount of under $70,462,500. The BIC is involved in approving investments at or above $281,850,000or which are part of a series of intended investments which would total at or above $281,850,000. The following is a brief description of certain factors that investors in each Fund should carefully consider, along with other matters discussed in the Governing Documents. Each of the risks discussed below could have a material adverse effect on an investment in the Funds. The following, however, does not purport to be a comprehensive summary of a ll the risks associated with an investment in each Fund, but should be considered carefully by investors. Investors are encouraged to discuss their individual circumstances with their professional advisers and to consult the Governing Documents for a more fulsome discussion of each Fund’s risk factors. 6 DMS ID: 1203911 v7 General investment risks Nature of investment: An investment in the Funds requires a long-term commitment, with no certainty of return. By their nature, infrastructure investments are generally less liqu id and involve a longer holding period than most traditional investments, including most private equity investments. A portfolio investment of the Master Fund may be illiquid because, among other reasons, there is no established market for the particular type of asset or company, there is a scarcity of disposition options, or there are legal, tax, regulatory or contractual restrictions associated with the disposal of the portfolio investment. Lack of liquidity of interests – transfer and withdrawal requests: An investment in the Funds provides limited liquidity since withdrawal rights are not unqualified and interests may not be transferred without the prior written consent of the General Partner, which generally may be withheld in its absolute discretion. In addition, the interests are subject to restrictions on transferability and resale under various securities laws and may not be transferred or resold except in compliance with those laws. There is no public market for the interests. Each purchaser of an interest is required to represent that the interest is being acquired for its own account, for investment, and not with a view to resale or distribution. Competitive nature: The Master Fund will be competing for investments with other investors, including infrastructure funds, private equity funds and hedge funds, large and well -capitalized industrial groups and commercial, investment and merchant banks, all with similar investment objectives. Some of these competitors could have financial and strategic resources significantly in excess of those of the Master Fund, may be willing to provide financing and other operational assistance to infrastructure investments on more favorable terms than the Master Fund and may make competing offers for investment opportunities that are identified by the Master Fund. Even after an agreement in principle has been reached, consummating the transaction is subject to numerous uncertainties, only some of which are foreseeable or within the control of the Master Advisor. To the extent that the Master Fund encounters competition for investments, yields to investors may be reduced. Dependence on key personnel: The success of the Funds and the Master Fund depends in substantial part on the skill and expertise of the inves tment professionals and other employees of the Master Advisor. There can be no assurance that the investment professionals or other employees of the Master Advisor will continue to be employed by the Master Advisor throughout the life of the Funds and the Master Fund. The loss of key personnel could have a material adverse effect on the Funds and the Master Fund. Limited number of investments: The Master Fund may invest in a limited number of investments and, as a consequence, the aggregate returns realized by the Funds, and in turn the Limited Partners, may be materially and adversely affected by the unfavorable performance of a small number of such investments. Furthermore, the Funds and the Master Fund have only limited guidelines for sector diversification within the infrastructure industry and investments may be concentrated in only a few infrastructure sectors. The Master Fund may also make investments that are not diversified geographically. 7 DMS ID: 1203911 v7 Minority investments: The Master Fund may make minority equity and equity-related investments, where the Master Fund may not be able to participate in the management or otherwise control or influence the business or affairs of such investment. In such cases, the portfolio company may have economic or business interests or goals that are inconsistent with those of the Master Fund, and the Master Fund may be unable to limit or otherwise protect the value of its investment. Due diligence risk: The Master Fund may acquire infrastructure assets operating in countr ies and regions where market and financial information is limited. Formal business plans, financial projections and market analyses may not be available. Public information on such potential infrastructure assets may be difficult to obtain or verify. While the Master Advisor will endeavor to conduct rigorous due diligence on each portfolio investment, the Master Advisor gives no assurance that any such due diligence will be thorough or conclusive and that all material risks in potential investments will be identified. Moreover, the expenses relating to such due diligence could be quite substantial. Due diligence costs may include, among others: feasibility and technical studies; preliminary engineering costs and marketing studies; environmental reviews; legal costs; and bid preparation and submission costs. These and other related expenses will be borne by the Master Fund, regardless of whether the Master Fund’s bid for any particular investment is accepted. Political risks: The operation of the Master Fund’s assets may be affected by sovereign or political risk. Major disturbances such as wars, riots, strikes, blockades and acts of terrorism have the potential to adversely affect the revenues of infrastructure owners such as the Master Fund. Inflation: Inflation may affect the portfolio investments of the Master Fund adversely in a number of ways. During periods of rising inflation, interest and dividend rates of any instruments the Master Fund or entities related to investments may have issued could increase, which would tend to reduce returns to investors. Inflationary expectations or periods of rising inflation could also be accompanied by increases in the prices of commodities which are critical to the construction and/or operation of infrastructure assets. The market value of such investments may decline in value in times of higher inflation rates. Some of the portfolio investments of the Master Fund may have income linked to inflation whether by government regulation, contractual arrangement or other means. However, as inflation may affect both income and expenses, any increase in income may not be sufficient to cover increases in expenses. Unspecified investments: The Master Fund has made only a limited number of portfolio investments. With respect to future portfolio investments, investors will not have an opportunity to evaluate for themselves: (i) the terms of the acquisition of the portfolio investments by the Master Fund; (ii) the type or location of the portfolio investments; or (iii ) other relevant economic and financial data affecting the portfolio investments. Since it is anticipated that investors will be permitted to invest in the Funds from time to time, an investor who acquired its interests later may have more information available concerning specific portfolio investments than earlier investors. 8 DMS ID: 1203911 v7 Valuation risk: Most of the Master Fund’s portfolio investments will be highly illiquid, and will most likely not be publicly traded or readily marketable. The Master Advisor therefore, will not have access to readily ascertainable market prices when establishing initial or quarterly valuations of the portfolio investments and there may be a relative scarcity of market comparables on which to base the value of the portfolio investments. For the purposes of valuing portfolio investments, the Master Advisor will appoint independent external appraisers to determine the fair market value of such assets. While such external appraisers will endeavor to determine and establish valuations of the portfolio investments based on their estimates of the market values of such investments and valuation principles they consider sound, given the nature of infrastructure assets, such valuation may be difficult. Further, the assumptions made in making a valuation may subsequently prove to be incorrect. Given the difficulty associated with forecasting variables, often many years into the future, the capital value and expected cash returns from portfolio investments may be less than expected. Investors ultimately bear the risk of whether a portfolio investment is well conceived and the underlying investment assumptions are realized. General economic conditions: General economic conditions may affect the Master Fund’s activities. Interest rates, general levels of economic activity, the price of securities and participation by other investors in the financial markets may affect the value of portfolio investments made by the Master Fund or considered for prospective investment. For example, in July 2007, there was a loss of confidence by investors in the value of securitized mortgages in the United States. This resulted in a liquidity crisis that prompted a substantial injection of capital into financial markets by the United States Federal Reserve, Bank of England and the European Central Bank. This crisis has had a significant impact on the growth of economies around the world and the availability of credit. Such uncertainty creates additional risk in respect of the valuation of the Master Fund’s portfolio investments and on the ability of the Master Fund to make investments given the limited credit in the market and how the economic downturn will impact the value of the existing portfolio. Investments in infrastructure assets generally General: An investment in the Funds is subject to certain risks associated with the ownership of infrastructure and infrastructure-related assets in general, including: the burdens of ownership of infrastructure; local, national and international economic conditions; the supply and demand for services from and access to infrastructure; the financial condition of users and suppliers of infrastructure assets; changes in interest rates and the availability of funds which may render the purchase, sale or refinancing of infrastructure assets difficult or impractical; changes in environmental and planning laws and regulations, and other governmental rules; environmental claims arising in respect of infrastructure acquired with undisclosed or unknown environmental problems or as to which inadequate reserves have been established; changes in energy prices; changes in fiscal and monetary policies; negative economic developments that depress travel; uninsured casualties; force majeure acts, terrorist events, under-insured or uninsurable losses; and other factors which are beyond the reasonable control of the Funds or the Master Fund. Many of these factors could cause fluctuations in usage, expenses and revenues, causing the value of the Master Fund’s portfolio investments to decline and negatively affecting each of the Fund’s and the Master Fund’s returns. 9 DMS ID: 1203911 v7 Operational and technical risk: Investments in infrastructure assets may be subject to operational and technical risks, including risk of mechanical breakdown, failure to perform according to design specifications, labor and other work interruptions, and other unanticipated events that adversely affect operations. There can be no assurance that any or all such risk can be mitigated. An operating failure may lead to loss of a lic ense, concession or contract on which a portfolio investment may depend. The long-term profitability of an infrastructure project, once constructed, is partly dependent upon efficient operation and maintenance of the project. Inefficient operations and maintenance and, in certain infrastructure sectors latent defects in acquired infrastructure assets, may adversely affect the returns of each of the Funds. Regulatory risk: Many of the Master Fund’s portfolio investments are subject to different statutory and regulatory regimes, including those imposed by zoning, environmental, safety, labor and other regulatory or political authorities. In addition, the adoption of new laws or regulations, or a change in the interpretation of existing ones, or any of the other regulatory risks mentioned above could have a material adverse effect on the Master Fund’s ability to meet its investment objectives. Statutory and regulatory requirements may require a portfolio company to obtain numerous regulatory approvals, licenses and permits. Failure to obtain or a delay in obtaining relevant permits or approvals could hinder construction or operation and could result in fines or additional costs for a portfolio company or the Master Fund, which could have a material adverse effect on such an investment or investment returns generally. Construction risks: The Master Fund may make investments in infrastructure projects during the construction phase, which will generally not produce income during such phase. To the extent that the Master Fund invests in new infrastructure projects, there is a risk that the project will not be completed within budget, within the agreed timeframe or to the agreed specifications. Delays in project completion can result in an increase in total p roject construction costs and/or an increase in debt service costs. Project delays may also delay the scheduled flow of project revenues or result in late delivery penalties. Contract risk: To the extent that the Master Fund invests in assets that are governed by concession agreements with governmental authorities (whether at the national, state, local, district or other level), there is a risk that these authorities may not be able to or may choose not to honor their obligations under such agreements, especially over the long-term. Government leases or concessions may also contain clauses more favorable to the government counterparty than would a typical commercial contract. For instance, a lease or concession may enable the government to terminate the lease or concession in certain circumstances without requiring it to pay adequate compensation. In addition, government counterparties also may have the discretion to change or increase regulation of the Master Fund’s operations, or implement laws or regulations affecting the Master Fund’s operations, separate from any contractual rights they may have. Governments have considerable discretion in implementing regulations that could impact infrastructure assets, and because, in many cases, infrastructure bu sinesses provide basic, everyday services, and face limited competition, governments may be influenced by political considerations causing them to make decisions that adversely affect the Master Fund’s portfolio investments. 10 DMS ID: 1203911 v7 Litigation risk: Infrastructure assets are often governed by a complex series of legal documents and contracts. As a result, the risks of a dispute over interpretation or enforceability of the documentation and consequent costs and delays may be higher than for other types of investments. In addition, the Funds and Master Fund may be subject to claims by third parties (either public or private), including environmental claims, legal action arising out of acquisitions or dispositions, workers’ compensation claims and third party losses related to disruption of the provision of infrastructure services by an infrastructure provider. Further, it is not uncommon for infrastructure assets to be exposed to legal action from special interest groups seeking to impede particular infrastructure projects to which they are opposed. If any of the Master Fund’s portfolio investments become involved in material or protracted litigation, the litigation expenses and the liability threatened or imposed could have a material adverse effect on the Funds and Master Fund. Demand and user risk: The revenue generated by infrastructure and infrastructure -related assets may be impacted by the demand for the products or services produced by such assets (for example, traffic volume on a toll road). Any reduction in demand and/or the number of users may negatively impact the returns of the Master Fund. Demand for infrastructure assets may be subject to seasonal variations which may increase or decrease revenues and profitability at various times during the year, and which could affect the short-term returns of the Master Fund. Strategic assets risk: The Master Fund may invest in or acquire assets that constitute significant strategic value to public and/or governmental bodies. The nature of these assets could ge nerate additional risks not common in other industry sectors. The national or regional profile of such assets and/or their irreplaceable nature may increase the risk of terrorist acts or political actions. In addition, the essential nature of the services provided by public infrastructure assets create a higher probability that the services provided by such assets will be in constant demand. Accordingly, in the event of the failure of such a strategic asset to make such services available, users of such services may incur significant damage and may be unable to replace the supply of such services or otherwise mitigate any such damage, thereby heightening the potential loss from third-party claims against the Funds and Master Fund for such failures. Catastrophic and force majeure risks: The Master Fund’s portfolio investments may be subject to catastrophic events and other force majeure events during their construction, technical and/or operational phases. These events could include fires, floods, earthquakes, adverse weather conditions, changes in law, eminent domain, wars, riots, terrorist attacks and similar risks, which may be uninsurable or insurable at rates that the Master Advisor deems uneconomic. These events could result in the partial or total loss of a portfolio investment, significant down time resulting in lost revenues, and injury or loss of life, as well as litigation related thereto, among other potentially detrimental effects. Potential environmental liability: Large-scale infrastructure projects in which the Master Fund may invest may have a significant impact on their local environments, or be particularly susceptible to events or changes in those environments or to requirements of political or administrative authorities in respect of their environmental impact. In the United States, Europe and other countries or regions, infrastructure projects are subject to numerous environmental laws and regulations, some of which regulate air emissions of pollutants, such as sulfur dioxides, nitr ogen 11 DMS ID: 1203911 v7 oxides, and particulate matters, and, in the case of generators, limits on the emissions of mercury. Future environmental laws regulating infrastructure projects could become more restrictive, as domestic and foreign governments aim to limit the impa ct of infrastructure on local wildlife and natural resources and reduce the global emissions of greenhouse gases. In addition, an owner of an infrastructure asset may be liable for past and future damages caused by environmental pollutants located on, or emitted from, or otherwise attributable to the asset, as well as for the costs of remediation and, in some circumstances, fines or other penalties. These liabilities may exceed the value of the infrastructure asset at issue and may result in claims against the owner that would result in the loss of other assets of the owner. While the Master Advisor will exercise reasonable care to acquire infrastructure assets that do not present a material risk of such liabilities, environmental liabilities may arise as a result of a large number of factors, including changes in laws or regulations and the existence of conditions that were unknown at the time of acquisition or operation. Counterparty risk: Counterparties are third parties that enter into contracts either directly with the Master Fund or with any of its portfolio investments. The long -term financial performance of the Master Fund is partially dependent on the creditworthiness and performance of counterparties with regard to a variety of agreements and arrangements. The Master Fund is exposed to a risk of loss due to a counterparty’s default. If a counterparty is unable or chooses not to meet its obligations, financial or otherwise, the Master Fund may be adversely impacted. Troubled infrastructure assets: The Master Fund may invest in assets or entities that are experiencing operational, financial or other difficulties. Portfolio investments in these assets or entities generally require an extensive commitment of resources, including time, on the part of the Master Fund and carry a greater risk that such an asset or entity may be involved in a bankruptcy proceeding. In such an event, the Master Fund would be exposed to the risk of a proceeding of uncertain duration and to the possibility of little or no return on its investment. Corporate governance risk: Lack of appropriate shareholder rights, lack of transparency, lack of appropriate delegations, inadequate disclosure to the board of directors, inadequate risk management systems, lack of overall board skills and mix, or lack of appropriate remuneration and incentives can adversely impact performance of investments in infrastructure assets. All governance factors must be appraised and mitigated by seeking appropriate shareholder rights and ensuring compliance with relevant laws and regulations and internationally accepted standards of corporate behavior. Workplace health and safety: Investments in infrastructure assets may be exposed to liability from loss of life and equipment arising from inadequate workplace health and safety practices. Due diligence must include a review of possible hazards, including a review of written policies, practices and procedures to ensure that appropriate corrective action is taken to prevent accidents or injuries arising from these hazards. Climate change risk: Investments in infrastructure may be exposed to direct or indirect impacts of climate change. Direct impacts of climate change may include physical impacts such as flooding, higher energy costs and changes in demand. Indirect impacts may include compliance with 12 DMS ID: 1203911 v7 legislation related to climate change. Lack of adaptation by infrastructure assets to manage material risks associated with climate change can have adverse financial and operational impacts. Risks relating to the Funds’ and the Master Fund’s investment objective and investment program General: There can be no assurance that the Master Fund will achieve its investment objective. Although the Master Advisor will endeavor to recommend investments that are consistent with the Master Fund’s investment objective, investments in infrastructure and infrastructure -related assets involve an inherently greater risk of loss of capital than various other types of investments, due in large part to the risk factors outlined in this Memorandum. Lack of liquidity of infrastructure assets: Although the Master Fund’s portfolio investments may generate some current income, they are expected to be generally illiquid. In addition, public sentiment and political pressures may affect the ability of the Master Fund to sell one or more of its infrastructure assets. As a result, it may be difficult from time to time for the Master Fund to realize, sell or dispose of a portfolio investment at an attractive price or at the appropria te time or in response to changing market conditions, or the Master Fund may otherwise be unable to complete a favorable exit strategy. Losses on unsuccessful portfolio investments may be realized before gains on successful portfolio investments are reali zed. Although some infrastructure assets may generate operating income, the full return of capital and the realization of gains, if any, will generally occur only upon the partial or complete disposal of an investment. Additionally, income from some portfolio investments may not be realized until a number of years after they are made. Prospective investors should therefore be aware that they may be required to bear the financial risk of their investment for an indefinite period of time. Future investments; inability to invest committed capital: The investments that will be acquired by the Master Fund have not yet been fully identified. The activity of identifying, completing and realizing attractive investments is highly competitive and involves a high degree of uncertainty. Such competition and uncertainty may adversely affect the terms upon which investments can be made. Consequently, investors in the Master Fund will be relying on the ability of the Master Advisor to identify a sufficient number of investment opportunities for the Master Fund and to acquire them on attractive terms. Further, as competition for investment opportunities increases, the number of opportunities for appropriate investments may decrease. If the combination of increased competition and fewer investment opportunities leads to higher valuations of potential investments, the Master Funds may either pay more for its investments than anticipated, thus potentially reducing the Master Fund’s returns, or be precluded from investing at all. Although the Master Advisor believes that significant opportunities currently exist, because of the factors described above, there is no assurance that the Master Fund will be able to fully invest the Capital Commitments of Limited Partners or that suitable investment opportunities will be identified that satisfy the Master Fund’s investment objectives. If the Master Fund is unable to fully invest the Capital Commitments, the potential return to the investors could be materially reduced. 13 DMS ID: 1203911 v7 Project finance: Some of the Master Fund’s investments may be structured on a project finance basis. A project finance structure entails the assumption of “project risk” by equity investors such as the Master Fund, usually without recourse to a project sponsor. Such risk can include many, if not all, of the risks factors outlined in this Memorandum. Follow-on investments: The Master Fund may be called upon to provide additional funding for a portfolio investment or have the opportunity to increase such an investment. There can be no assurance that the Master Fund will wish to make follow-on investments or that it will have sufficient funds to do so. Similarly, co-investors may decline to fund their pro rata share of any such follow-on investments. Any decision by the Master Fund or a co-investor not to make a follow-on investment or their inability to make them may have a substantial negative impact on such an investment in need of further investment or may diminish the Master Fund’s ability to influence the portfolio investment’s future development. Concentration: The Master Fund will seek to invest all of its assets in either direct or indirect ownership of infrastructure assets. Given the concentration of the Master Fund’s assets in the infrastructure sector, the Master Fund will be more susceptible to adverse economic or regulatory occurrences affecting that sector than an investment entity that is not concentrated in a single sector. Leverage: The Master Fund’s portfolio investments may include businesses and companies whose capital structures may have significant leverage. Although the Master Advisor will seek to use leverage in a prudent manner, the leveraged capital structure of such investments will increase the exposure of such businesses and companies to adverse economic factors such as downturns in the economy or deterioration in the condition of the company or its industry. Management of assets: In certain instances where the Master Fund takes a controlling position in an infrastructure asset, it will rely on existing operating management teams that have extensive experience in the day-to-day operations of these businesses. Consequently, the operational success of such businesses, as well as the success of the Master Fund’s internal growth stra tegy, will be dependent on the continued efforts of the management teams of such businesses. The loss of key personnel, or the inability to retain or replace qualified employees, could have an adverse effect on the Master Fund’s business, financial condition and results of operations. In other cases, the Master Fund will rely on third parties, under services agreements with the Master Fund and/or other third parties, to provide day-to-day operating management of investments. However, there are a limited number of operators with the expertise necessary to successfully maintain and operate infrastructure projects. Even if a third -party manager can be located, there can be no assurance that these arrangements will lead to successful performance or that the results will be as planned. Risk arising from provisions of managerial assistance: The Master Fund has elected to structure its portfolio investments so that it is a venture capital operating company within the meaning of the regulations promulgated under the US Employee Retirement Income Security Act of 1974, as amended (“ERISA”). This requires the Master Fund to obtain rights to participate substantially in and to influence substantially the conduct of the management of the majority of the portfolio 14 DMS ID: 1203911 v7 investments of the Master Fund. The Master Fund typically designates officers or employees of the Master Advisor to serve on the boards of directors of portfolio companies of the Master Fund. The designation of directors and other measures contemplated could expose the assets of the Master Fund to claims by a portfolio company, its security holders and its creditors. The Master Fund could also cease to be a venture capital operating company for ERISA purposes. Co-investors: Given that large capital investments are often required for obtaining infrastructure assets, the Master Advisor may identify third parties to co-invest with the Master Fund in many of its portfolio investments. The Master Fund’s ability to achieve its objectives may depend on the Master Advisor’s ability to identify such co-investors and to negotiate and execute mutually acceptable terms and conditions in respect thereof. Such investments will involve additional risks which may not be present in investments which do not involve a co-investor, including the possibility that a co-investor may at any time have economic or business interests or goals that are not consistent with those of the Master Fund, may be in a position to take (or block) action in a manner inconsistent with the Master Fund’s objectives or may have financial difficulties, become bankrupt or default on its obligations. While the Master Fund intends to mitigate these risks contractually through co-investment agreements or other similar arrangements, there can be no assurance that it will be successful in doing so. In addition, under certain circumstances the Master Fund may be liable for actions of its co -investors. To reduce the possibility of liability, the Master Fund may seek to hold its assets through limited liabili ty entities and, where appropriate, may obtain indemnities from its co-investors. Bankruptcy risk: Each investment in an entity that invests in infrastructure assets is subject to the risk that the business and/or the assets of such entity may be pledged to third parties, including senior lenders, and could be foreclosed upon or otherwise acquired by such third parties under certain circumstances, including an incipient and/or unremedied default. In the event of the bankruptcy of such an entity, prior distributions to the Master Fund and the Funds from such entity may be reclaimed if such prior payments are determined to have been a “preference” payment under applicable bankruptcy and related laws and regulations. In such an instance, the Master Fund and the Funds would be required to return any such preferential payment and would only be entitled to receive its share of such entity’s assets after payment to all other creditors and, possibly, other equity holders with a preferred interest. Currencies: The Master Fund may invest in debt and equity securities denominated in currencies other than the US dollar and in other financial instruments, the price of which is determined with reference to currencies other than the US dollar. However, the Master Fund values its securities and other assets in US dollars. The value of the Master Fund’s assets will fluctuate with US dollar exchange rates as well as with price changes of the Master Fund’s investments in the various local markets and currencies. Thus, an increase in the value of the US dollar compared to the other currencies in which the Master Fund makes its investments will reduce the effect of increases and magnify the effect of decreases in the prices of the Master Fund’s securities in their local markets. Conversely, a decrease in the value of the US dollar will have the opposite effect of magnifying the effect of increases and reducing the effect of decreases in the prices of the Master Fund’s non-US dollar securities. Hedging transactions: While under no obligation to do so, the Master Fund and/or each of the Funds may enter into transactions or investments in relation to any or all currency exchange, 15 DMS ID: 1203911 v7 interest rate, inflation rate, commodity or other risks in connection with investments, although i t may not be practical or cost-effective to hedge such risks precisely, especially where the magnitude and timing of future cash flows are not known with certainty. There can be no assurance, in such cases, that: (i) such hedges will (a) be available, (b) be available at a reasonable cost, (c) be sufficient or (d) actually eliminate the risk of fluctuation in the rates being hedged or (ii) that counterparties to any hedging transaction would perform as expected. Further, even if the Master Fund and/or any of the Funds were to enter into hedging transactions such transactions could, while reducing certain rate risks, themselves entail other risks that may result in the Master Fund and/or the Funds obtaining a poorer overall performance than if such party had not entered into any hedge transactions. The Master Advisor does not expect to enter into transactions to hedge against currency risks. Non-US investments: The Master Fund expects to invest actively in North America and Europe, and opportunistically in other countries (which may include emerging market countries – see “Emerging Market Risk” below). Such investments may involve certain factors not typically associated with investing in the US, including risks relating to: (i) currency exchange matters, including fluctuations in the rate of exchange of the US dollar against the applicable currency, and costs associated with conversion of investment principal and income from one currency into another; (ii) differences between US and non-US infrastructure markets, the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements, and differences in government supervision and regulation; (iii) certain economic and political risks, including potential exchange-control regulations and potential restrictions on non-US investments; and (iv) certain geographically specific risks (such as weather). In addition, with any investment in a non-US country, there exists the risk of adverse political development including nationalization, confiscation without fair compensation, or war, as well as laws and regulations that may impose restrictions or approvals that would not exist in the US and may require financing and structuring alternatives that differ significantly from those customarily used in the US. The Master Advisor will analyze risks in the applicable non-US countries before making such investments, but no assurance can be given that political or economic climate, or particular legal or regulatory risks, will not adversely affect an investment. Emerging market risk: The Master Fund may hold assets in countries that may be considered “emerging markets” at the time of investment. Emerging markets are countries that have started developing financial markets but have yet to reach a mature stage of development and where economic or political volatility exists. Many Latin American, Eastern European and Asian countries are considered emerging markets. Emerging markets may have increased risks due to political and social instability, including the potential for civil wars; pervasiveness of corruption and crime; increased likelihood of nationalization of infrastructure; and little or no government authority in supervising and regulating business and industry practices. Many emerging market countries have experienced high rates of inflation for many years, which has had and may continue to have significant negative effects on the economies of those countries. Economies in individual emerging markets may differ favorably or unfavorably from the US economy in such respects as gross domestic product rate of growth, rates of inflation, exchange rate depreciation, capital reinvestment, resource self-sufficiency and balance of payments positions. 16 DMS ID: 1203911 v7 Risks relating to the terms of an investment in the Funds Performance fees: The payment to the Master Advisor of performance fees may create an incentive for the Master Advisor to cause the Master Fund to make investments that are riskier or more speculative than would be the case if the Master Advisor were only paid a fixed fee. In addition, since any performance fee payable to the Master Advisor will likely be calculated on a basis that includes unrealized appreciation of the assets of the Master Fund, such fee may be greater than if it was based solely on realized gains. Investor default: Each of the Funds may experience difficulty in making up for a shortfall from other sources should an investor fail for whatever reason to pay to such Fund sums requested by the General Partner on any due date of a drawdown in respect of such investor’s Capital Commitments (a “Defaulting Investor”). Other investors may be required to make additional contributions to replace such shortfall, thereby reducing the diversification of their investments. Any default by one or more investors could have an adverse effect on a Fund, its assets and the interest of other investors. A Defaulting Investor will be subject to the significant financial consequences and other remedies specified in the Governing Documents. Disposition risks: In connection with the disposition of a portfolio investment, the Master Fund may be required to make representations about the business and financial affairs of such investment typical of those made in connection with the sale of any business, or may be responsible for the contents of disclosure documents under applicable securities laws. The Master Fund may also be required to indemnify the purchasers or underwriters to the extent that any such representations or disclosure documents turn out to be incorrect, inaccurate or misleading. These arrangements may result in contingent liabilities, which might ultimately have to be funded by the Master Fund and, therefore, may indirectly be borne by the investors. Limited recourse to the General Partner, the Master Advisor and the IFM (US): The Governing Documents will limit the circumstances under which any the General Partner, the Master Advisor, or the IFM (US) (and any managers or directors thereof) and each of their respective affiliates can be held liable to the Funds and its investors. As a result, investors may have more limited rights of action in certain cases than they would in the absence of such provisions. Regulatory risks and tax risks Absence of regulatory oversight: Although each Fund may be considered similar to an investment company, neither of the Funds will be registered as an investment company under the 1940 Act. Accordingly, certain provisions of the 1940 Act (which, among other things, require investment companies to have a certain number of disinterested directors and regulate the relationship between the adviser and the investment company) will not be applicable. Interests in the Funds have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption therefrom available under Regulation D under the Securities Act. Accordingly, interests in the Funds will be offered only to investors that, among other requirements, are accredited in vestors within the meaning of Regulation D, such that the offering of interests in the Funds will not constitute a public offering. 17 DMS ID: 1203911 v7 Adverse treatment of certain investors: The operation of the Funds and the tax consequences of an investment in the Funds are substantially affected by legal requirements, including those imposed by ERISA, the United States Internal Revenue Code of 1986, as amended and regulations promulgated under each of those statutes, and other laws and, in the case of non -US investments, by the laws, including tax laws, of the relevant jurisdiction. To ensure compliance with regulations and laws which affect one group of investors, each of the Funds and the IFM (US) may, acting reasonably and in good faith, take actions or omit to take actions which ensure compliance with such regulations and laws. Such actions or omissions may have an adverse effect on certain investors. Imposition of tax regardless of cash distributions: Limited Partners must recognize for income tax purposes their pro rata shares of the taxable income of the Fund in which they are invested, notwithstanding that such Fund has not made distributions sufficient to cover the Limited Partners’ tax liabilities (particularly if the Fund has reinvested all or part of a distribution it received from the Master Fund). Each Fund may generate taxable income for a Limited Partner even though the value of the Limited Partner’s interest in such Fund has declined. A Limited Partner may have to use personal funds to pay the income tax owed on the income or gain allocated to the Limited Partner. Sufficient information may not be available in time for the Limited Partner to determine accurately an amount to withdraw to pay taxes for a given fiscal year. Unrelated Business Taxable Income: As a result of the Master Fund’s investment activities, including the use of leverage, a portion of each Fund’s income will be treated as unrelated business taxable income. As a result, US investors who are exempt from US federal income tax will have to recognize unrelated business taxable income. Certain tax-exempt investors, such as charitable remainder trusts, that do not wish to generate any unrelated business taxable income, should not invest in the Funds. The risks described above are not a complete list of risks involved with investing in each Fund — specific risks and conflicts of interest associated with an investment in each Fund are described in detail in such Fund’s confidential offering memorandum. Limited Partners and prospective investors in each Fund should carefully review such Fund’s confidential offering memorandum for further information. Item 9 Disciplinary Information IFM (US) and its personnel have not been involved in any legal or disciplinary events that would be material to a client’s evaluation of the company or its personnel. 18 DMS ID: 1203911 v7 Item 10 Other Financial Industry Activities and Affiliations The Broker-Dealer, a related person of the Master Advisor, is authorized to engage in the business of soliciting investors to purchase privately offered securities (exempt from registration under the Securities Act of 1933), issued by private funds advised by the Master Advisor and IFM (US). Certain IFM (US) personnel are also registered as associated persons with the Broker- Dealer. Neither IFM (US) nor its personnel are registered as or licensed and associated with a futures commission merchant, commodity pool operator, or commodity trading advisor. IFM (US) does not have any application pending to register in any of these capacities . In addition, neither IFM (US) nor its personnel has any relationships or arrangements with other financial services companies that pose material conflicts of interest. IFM (US) does not recommend or select for its clients other investment advisers. IFM (US) and its related persons, including the Member, the Broker-Dealer, the General Partner and the Master Advisor are members of an Australian-based financial services group. IFM (US)’s related person, IFM Infrastructure (UK) General Partner, LLP, acts as general partner to another Master Fund’s feeder vehicle, IFM Global Infrastructure (UK), L.P. IFM Global Infrastructure (UK), L.P. is advised by IFM (US)’s related person, IFM Investors (UK) Limited, an investment adviser registered with the UK Financial Conduct Authority. IFM and all its related persons listed above collectively make up the “IFM Group.” The ultimate holding company for the IFM Group, Industry Super Holdings Pty Ltd, has indirect interests (through its direct subsidiary, Industry Fund Services Pty Ltd) in insurance, brokerage, superannuation (pension) funds, funds management and professional services businesses, none of which (other than disclosed above) operate in the United States or are material to IFM (US)’s advisory business. Neither IFM (US) nor the Master Advisor include within a management agreement or product documentation any of the services that could potentially be offered by the other business units within the IFM Group, such as advisory, brokerage, banking or other non-funds management activities. As the Master Fund is a single, central pool of assets into which both Australian and non-Australian investors invest through Australian, U.S., Cayman Islands, Canadian and UK feeder vehicles, there will be no conflicts in respect of deal allocation amongst the investor groups. Having all clients funding through the Master Fund removes the conflict of interest problems inherent in multi- mandate arrangements. The IFM Group has created a common mandate and investment universe for the feeder vehicles so that the Master Fund is the central holding point for all assets. As a result, the ultimate ownership of any new acquisition is clear, and avoids any potential conflicts that can arise when allocating investment transactions between clients and funds (i.e., if the asset was to be split between similar mandates and products). The same principle applies when selling an investment where conflicts such as acting for the buyer and seller can be avoided. In the event a conflict of interest does arise, it will be resolved in accordance with the Master Advisor’s and IFM (US)’s fiduciary duties to the Master Fund and the Funds, respectively. . 19 DMS ID: 1203911 v7 Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading IFM (US) has adopted a written code of ethics (the “Code”) under Rule 204A-1 of the Advisers Act expressing IFM (US)’s commitment to ethical conduct that is applicable to all of its personnel. Among other things, the Code requires that IFM (US) and its personnel act i n its clients’ best interests, abide by all applicable regulations and not engage in insider trading. IFM (US)’s personnel each receives a copy of the Code initially and annually, and must sign an attestation that he or she has read and understands the Co de. A copy of the Code is available to the Limited Partners and prospective Fund investors upon request. It is the expressed policy of IFM (US) that no person employed by IFM (US) shall prefer his or her own interest to that of an advisory client or make personal investment decisions based on the investment decisions of advisory clients. The Code contains policies and procedures with respect to personal securities transactions by employees and related accounts that are designed to prevent improper activities such as, front- running, scalping and the misuse of inside information. Employees must obtain the prior approval of the CCO for certain personal securities transactions, and must report all personal transactions to the CCO (or a designee) on at least a quarterly basis. The CCO (or a designee) monitors all transactions by employees in order to identify any pattern of conduct that may evidence conflicts or potential conflicts with the principles and objectives of the Code, or other inappropriate behavior. IFM (US) requires that all individuals act in accordance with all applicable federal and state regulations governing investment advisory practices. The Code also includes the firm’s policy prohibiting the use of material non-public information. Any individual not in observance of the above may be subject to discipline or termination. Item 12 Brokerage Practices Not applicable. Item 13 Review of Accounts IFM (US) and the Master Advisor’s personnel monitor and review the Fund and the Master Fund on an ongoing basis for overall adherence to the Fund and the Master Fund’s investment objective and strategies, as well as any guidelines or restrictions. Each review is conducted by the Infrastructure team and overviewed by the Board and the Investments Committee. Limited Partners receive written account statements directly from the Fund’s General Partner on a quarterly basis. The quarterly reports generally contain unaudited performance results for the fiscal quarter. The General Partner supplements these quarterly statements with monthly reports, letters or other written communications. Limited Partners also receive annual reports that will include audited financial statements of the Fund as of the end of each fiscal year. Annual reports generally contain an individual capital account statement as of the end of such fiscal year, a listing of investments held by the relevant Fund and the audited financial 20 DMS ID: 1203911 v7 statements of such Fund. Item 14 Client Referrals and Other Compensation Neither IFM (US) nor the Master Advisor receive any benefits from third parties other than clients for providing investment advice or other advisory services to their clients, nor do IFM (US), the Master Advisor or any of their related persons directly or indirectly compensate any third party for client referrals. Item 15 Custody IFM (US) is deemed to have custody over the assets of the Funds for purposes of Rule 206(4)-2 under the Advisers Act (the “Custody Rule”) based on its relationship to the Funds’ General Partner. The term “custody” is defined under the Custody Rule as holding, directly or indirectly, client funds or securities, or having any authority to obtain possession of them. IFM (US) and the General Partner do not physically hold, directly or indirectly, any funds or securities owned by the Funds. In addition, IFM (US) in fact has no access to, or authority to access, the cash or securities of a Fund managed by it; however, since the General Partner has the authority to access the Funds’ assets to pay expenses and does not operate independently of its related person, IFM (US), IFM (US) is deemed to have custody over Fund assets. The General Partner maintains the Funds’ assets with a “qualified custodian” in accordance with the Custody Rule. In addition, General Partner and IFM (US) arrange for the delivery of a copy of the audited financial statements for each Fund IFM (US) manages to that Fund’s investors. The audited financials are prepared annually in accordance with U.S. generally accepted accounting principles and distributed within the required time frames set forth in the Custody Rule. Also, as described above in Item 13, “Review of Accounts” above, Fund investors receive unaudited monthly account statements and quarterly statements regarding performance. Fund investors should carefully review their monthly account statements, their quarterly statements and their Fund’s audited financial statements. Item 16 Investment Discretion IFM (US) does not have investment discretion over the Funds or the Master Fund. The Master Advisor does not have investment discretion over the Master Fund and only recommends investments to the trustee of the Master Fund. Item 17 Voting Client Securities Not Applicable. Item 18 Financial Information Neither IFM (US) nor the Master Advisor require or solicit prepayment from their respective clients. 21 DMS ID: 1203911 v7 Neither IFM (US) nor the Master Advisor are aware of any financial condition that is reasonably likely to impair their ability to meet their contractual commitments to their respective clients. Neither IFM (US) nor the Master Advisor have been the subject of a bankruptcy petition. Item 19 Requirements for State -Registered Advisers Not Applicable. IFM Group Risk Management Plan Section 4(c) IFM Group Privacy Policy 27 July 2015 Contents 1 1 AUTHORITY AND RESPONSIBILITIES .......................................................................................................... 2 2 GOVERNING PARAMETERS........................................................................................................................ 2 3 WHAT SORT OF INFORMATION DOES IFM COLLECT? ................................................................................ 2 4 USE AND DISCLOSURE OF PERSONAL INFORMATION ................................................................................ 4 5 QUALITY OF PERSONAL INFORMATION ..................................................................................................... 5 6 SECURITY OF PERSONAL INFORMATION ................................................................................................... 5 6.1 ACCESS AND CORRECTION, ETC. .................................................................................................................. 5 7 TRANS-BORDER DATA FLOWS/SENDING INFORMATION OVERSEAS ......................................................... 6 8 SENSITIVE INFORMATION ......................................................................................................................... 6 9 UNSOLICITED INFORMATION .................................................................................................................... 6 10 EMPLOYEE RESPONSIBILITIES ................................................................................................................ 6 11 ADDITIONAL INFORMATION FOR INDIVIDUALS IN AUSTRALIA .............................................................. 6 12 ADDITIONAL INFORMATION FOR US PRIVACY REQUIREMENTS ............................................................. 7 12.1 US SEC IDENTITY THEFT RULES ............................................................................................................... 7 12.1.1 Data Security and Integrity, Systems Protection, and Fraud Mitigation ...................................... 8 13 COMPLAINTS ......................................................................................................................................... 8 14 FURTHER QUERIES ................................................................................................................................. 8 APPENDIX 1 – AUSTRALIAN PRIVACY PRINCIPLES ............................................................................................ 9 APPENDIX 2 – CANADIAN PRIVACY PRINCIPLES ..............................................................................................10 APPENDIX 3 – UK DATA PROTECTION PRINCIPLES...........................................................................................11 APPENDIX 4 – JAPANESE PRIVACY OBLIGATIONS ............................................................................................12 IFM Group Risk Management Plan IFM Group Privacy Policy 2 DMS ID: 190873 v19 1 Authority and Responsibilities This IFM Group Privacy Policy (“Policy”) is part of the IFM Group Risk Management Plan (“Plan”) and refers to policies with respect to privacy of individuals’ personal information and protection of client and investor accounts against reasonably foreseeable risks of identity theft. The Policy is approved by the IFM Group Risk Committee (“IFMRC”). The Policy addresses obligations under the Australian Privacy Principals1 as well as Privacy obligations in the UK2, the USA, Canada 3 and Japan 4 The Chief Commercial Officer (“CCO”) is responsible for: . • Communicating and instructing IFM staff on the contents of this Policy; • Advising the IFMRC of breaches of the Policy; and • The ongoing review and proposing of amendments to the Policy to the IFMRC. The Global Chief People Officer is responsible for ensuring that any information gathered in relation to the past, present or future employment of individuals within the IFM Group, is managed in accordance with this policy. The Chief Compliance Officers in each country are responsible for ensuring that any personal information gathered in relation to identifying clients or counterparties as part of the IFM Anti Money Laundering policies, is managed in accordance with this policy. 2 Governing Parameters IFM Holdings Pty Ltd and its subsidiaries 5 “Personal Information” is information or an opinion about an individual whose identity is apparent or can reasonably be ascertained from the information or opinion. In the US and certain states in the US, personal information could include the fact that the individual is a client of IFM or investor in one of our funds. within the IFM Group (hereafter “IFM”, and located in countries including Australia, UK, Germany, Canada, Japan and US) respect the privacy of the personal information of individuals. IFM is subject to privacy laws in Australia and US and elsewhere which regulate, among other matters, the way organisations collect, use, disclose, keep secure and give people access to their personal information. If at any time IFM is required by law to release personal information about an individual, it must cooperate fully. 3 What Sort of Information Does IFM Collect? IFM will only collect personal information it considers is reasonably necessary for IFM’s legitimate interests, functions, activities and obligations. 1 Privacy Act 1988 2 Data Protection Act 3 Personal Information Protection and Electronic Documents Act 4 Personal Information Protection Law (Act) 5 Subsidiaries of IFM Holdings Pty Ltd include IFM Investors Pty Ltd, IFM Investors (US), LLC, IFM Investors (UK) Limited and IFM Investors (Japan) Pty Ltd IFM Group Risk Management Plan IFM Group Privacy Policy 3 DMS ID: 190873 v19 IFM collects personal information that is reasonably necessary in order for it to: • Provide investment management and related products and services to potential and existing clients; • Receive products and services from other organisations in order to carry out our business mentioned in the preceding item; • Comply, or for its related bodies corporate to comply, with applicable legal requirements under business, financial and employment legislation, e.g. Client or counterparty identification for the purposes of meeting anti-money laundering obligations; and • Recruit, employ and retain staff and consultants. IFM collects personal information from staff and third parties, such as current and former employees, job applicants, educational institutions, related bodies corporate (including IFM’s ultimate parent, Industry Super Holdings Pty Ltd (“ISH”)), service providers, business partners and government agencies. IFM also collects information from investment mandate clients and investors in an IFM Fund, as well as personal information about individuals authorised to act on behalf of the client or investor. When collecting personal information IFM will comply with any applicable legal requirements to provide notice and obtain consent. The type of personal information that IFM collects, maintains and processes includes (but is not limited to): • Name of each individual authorised to enter into agreements on behalf of an institutional client or investor of IFM and their address, date of birth and any other information contained in the evidence of identity provided by the individual. • Information contained in the curriculum vitae and biographies of the employees of IFM; • Information contained in the curriculum vitae and biographies of the principals and employees of IFM’s other service providers, such as auditors, lawyers, consultants, etc; • Information contained in the curriculum vitae, biographies and references in relation to potential employees, and the results of any pre-employment assessments or checks including criminal record checks; • Information collected from ISH, concerning item 1 above or from the employers of the individuals in item 2; • Email addresses of individuals who send emails to IFM, email addresses of other individuals copied in on the emails and other information contained in the emails; • Recordings of telephone conversations between third parties and staff using specified telephones, in connection with trading and where IFM has legal obligations to make the recordings, for example in relation to takeovers; • Information maintained about current and former staff relating to their employment or engagement with IFM including name, gender, home address and telephone number, date of birth, marital status, emergency contacts, nationality and passport information, residency and work permit status, national insurance number (if applicable), tax file number (if applicable), banking details, date of hire, date of promotion(s), work history, technical skills, educational background, professional certifications, records of work absences, holiday entitlement, salary, grade, details of reviews held, role, location, any disciplinary findings, sick pay, pensions, insurance and other benefits information (including the gender, age, nationality and passport information for any eligible dependants and beneficiaries), information captured on security IFM Group Risk Management Plan IFM Group Privacy Policy 4 DMS ID: 190873 v19 systems, including CCTV and key card entry systems, emails, voicemails, correspondence and other work product and communications created, stored or transmitted using IFM’s computer or communications equipment, details of termination or resignation and information relating to administering termination of employment (e.g. references); • Information in relation to internet and email usage by employees of IFM; and • Information in relation to financial transactions of employees, e.g. annual declaration of private and personal interests, gathered to ensure there is no conflicts of interest. 4 Use and Disclosure of Personal Information IFM may use personal information that it has collected: • For achieving the purpose for which it is collected; • Where consent has been obtained to use the information for additional purposes; or • Where required or authorised by applicable law. Personal information about job applicants may be used for the purposes of recruitment. Personal information about current staff (including full-time, part-time, or casual employees, contract staff and consultants) may be used for purposes relating to: • The employee’s role and tasks; • Managing the employment relationship; • Remuneration and staff benefits; • Performance assessment; • Training and development; • Staff testing (including medical testing); • Provision of technology support relating to IT resources; • Monitoring compliance with and enforcement of IFM policies; • Administering termination of employment, references etc.; • Maintaining contact details; • Protecting safety and security of IFM staff and offices (e.g. access controls and monitoring activity); and • Where relevant, investigations and disputes. IFM entities may share personal information that is described in section 3 of this Policy with each other for the above purposes. CCO is responsible for the maintenance and protection of such shared information. IFM entities may disclose personal information to third parties in the following circumstances: • Where IFM is requested to do so by a governmental entity and the obtaining of the consent of the relevant individual is likely to impede the performance of the responsibility undertaken by the governmental entity concerned or if IFM determines it is necessary to comply with the law (including disclosure to government agencies (such as the tax office and workplace-related agencies)); IFM Group Risk Management Plan IFM Group Privacy Policy 5 DMS ID: 190873 v19 • For the purposes of, or in connection with, legal proceedings to the extent that such information is necessary for participating in the legal proceedings. IFM shall ensure that such disclosure of information is permitted by any applicable laws and regulations; • Where services are carried out by third party service providers who assist us in performing our functions and services provided in section 3 of this Policy. These service providers may include organisations that provide insurance and insurance broking, personnel, superannuation, payroll, archival, mail and delivery, auditing, professional advisory (financial, legal, tax and management consulting), banking, security or technology services. When disclosing personal information to third party service providers, IFM entities shall ensure that such third parties comply with the relevant laws and regulations concerning the protection of personal information; • Where individuals have given consent to such disclosure; • In connection with the transfer of all or any part of IFM’s business or assets; and • Where otherwise required or authorised by law. 5 Quality of Personal Information IFM’s goal is to ensure that all personal information is accurate, complete and up to date. It will also allow access to personal information by the person concerned (in accordance with section 6.1 of this Policy) to update information. 6 Security of Personal Information IFM takes reasonable steps to ensure that the personal information that it holds is protected from misuse and loss, and from unauthorised access, modification or disclosure. In addition, IFM takes reasonable steps to destroy or permanently de-identify any personal information no longer required for business or legal compliance purposes. All employees who are tasked with collecting and maintaining personal information, are provided with appropriate training on their obligations in handling such personal information, as outlined in this policy. No personal information is handled by outside contractors. 6.1 Access and Correction, etc. Individuals may request to access, correct, add, delete, suspend the use of or suspend the provision to third parties of personal information that IFM holds about them. IFM will comply with such requests as required by privacy laws or otherwise on a discretionary basis. All requests for access to, addition of, deletion of, suspension of the utilisation of or suspension of the provision to third parties of personal information should be made in writing to CCO, IFM, Level 29, Casselden, 2 Lonsdale Street, Melbourne, VIC, Australia 3000. Individuals are encouraged to provide as much detail as possible about the particular information concerned, in order to help IFM retrieve it. IFM may charge a reasonable fee for supplying personal information subject to any restrictions on such fees in applicable privacy laws. IFM Group Risk Management Plan IFM Group Privacy Policy 6 DMS ID: 190873 v19 7 Trans-border Data Flows/Sending Information Overseas IFM entities may share personal information with each other (including sending information to its international offices) for the purposes outlined in this Policy and in accordance with section 4 of this Policy. IFM may also share personal information with a third party carrying out services abroad for IFM in order to enable IFM to achieve the purpose described in section 3 of this Policy. IFM will not send personal information to a third party in another country, unless it has taken steps to ensure that the information will be protected to the same standard as that required under the applicable privacy laws, the person has waived that protection or IFM is otherwise authorised by law. 8 Sensitive Information In certain circumstances IFM may collect sensitive information such as health information or criminal record information. IFM will only collect, use, disclose and otherwise process this information when individuals consent to IFM collecting and processing the information or as otherwise required or authorised by law. 9 Unsolicited information From time to time, IFM may receive unsolicited information, e.g. details of a person who is seeking employment, where IFM has not asked for that information. IFM will assess whether that information is of a type that it might have requested, were IFM to advertise a role, and if IFM has an interest in the unsolicited applicant, it will process and retain the information in the normal course. If IFM intends not to proceed with the unsolicited information, the information will be destroyed. 10 Employee responsibilities All employees must read and comply with this policy at all times and treat personal information handled in the course of their employment or engagement with IFM in a respectful way. This includes: • Refraining from gossip about personal information concerning others; and • Only accessing personal information of others when necessary to do so in the course of the staff member’s employment or engagement with IFM. 11 Additional information for individuals in Australia In Australia, IFM is bound by the Privacy Act 1988 (Cth) (“Privacy Act”) including the Australian Privacy Principles (“APP”). The Privacy Act sets out a number of exemptions that apply to the personal information IFM holds and in relation to its acts and practices. Where the employee records exemption applies under the Privacy Act, this Policy does not apply to acts or practices of IFM that IFM Group Risk Management Plan IFM Group Privacy Policy 7 DMS ID: 190873 v19 are directly related to employee records of current or former employees. However, this exemption does not extend to acts or practices relating to personal information about potential employees, contractors, employee records in the hands of any party other than the employer or health information about individuals protected by some State privacy laws. In addition, IFM recognises that the employee records exemption only applies to acts or practices relating to the employment record; and would not apply to the collection of information from personal emails, or data on an individual employee’s personal internet access. IFM sometimes handles personal information relying on other exemptions under the Privacy Act, for example in relation to: • Related bodies corporate; • Provision of services to State or Territory authorities; and • Operations outside Australia relating to personal information of non-Australians. Any permitted handling of personal information under such exemptions will take priority over this Privacy Policy to the extent of any inconsistency. 12 Additional Information for US Privacy Requirements Generally, US privacy rules include requirements to notify US clients and US investors of the types of information we collect about them and the ways in which we may share such information with unaffiliated third parties, and to provide clients and investors an opportunity to “opt out” - or refuse to permit - our sharing of their information with third parties. US privacy rules currently apply solely to personal information we collect from individuals who seek or use our advisory services or products. However, IFM is not currently subject to US privacy rules because advisory services and interests in IFM Funds are offered to institutional clients and investors only, such as pension plans and superannuation funds. The RCM will periodically assess our business activities to determine if US privacy rules apply and amend this privacy policy as necessary. 12.1 US SEC Identity Theft Rules To the extent that IFM qualifies as a “financial institution” or a “creditor” for purposes of the SEC’s Identity Theft Rules (Reg. S-ID), IFM will assess if it offers or maintains one or more “covered accounts” and develop and implement a written Identity Theft Program that meets certain minimum standards. IFM is currently a creditor under the SEC’s Reg. S-ID because we regularly extend, renew, or arrange for the extension of credit and advance funds to clients and/or investors in exchange for the person’s obligation to repay the funds. The definition of creditor encompasses loans to legal entities or other associations as well as natural persons. As a “creditor”, we must implement an Identity Theft Program that meets the requirements of Reg. S-ID to the extent we determine that we offer or maintain any “covered accounts” - which are accounts that pose a reasonably foreseeable risk of harm from identity theft to either one of our clients or investors, or to the safety and soundness of IFM (including financial, reputational, operational, legal and compliance risks). IFM Group Risk Management Plan IFM Group Privacy Policy 8 DMS ID: 190873 v19 IFM has assessed the types of accounts offered by IFM to US account holders, including the methods by which US fund investors and US clients can access information about their investments and/or request wire transfers from their accounts/capital accounts. At this time, none of our accounts for US clients or capital accounts for US investors poses a reasonably foreseeable risk from identity theft to our clients or investors, or to the safety and soundness of IFM. IFM’s RCM will periodically assess whether IFM has become subject to Reg. S-ID. The RCM will document each assessment including the factors considered, the conclusions reached, and the basis for such conclusions. 12.1.1 Data Security and Integrity, Systems Protection, and Fraud Mitigation IFM places an emphasis on protecting client and investor non-public information, IFM’s sensitive and non-public information, and securing IFM systems to ensure the integrity of data about the firm, our clients, and investors (IFM Group IT Policy, section 4(q) of the Plan). In addition, IFM has a policy to mitigate the risk of fraud and misappropriation that may cause harm to our clients, investors, or to IFM’s business operations, finances, and reputation (IFM Group Fraud Policy located, section 4(g) of the Plan). 13 Complaints Any complaints in relation to personal information collected, maintained or used by IFM entities shall be made in writing and submitted to the CCO by writing to him at the address outlined in Section 7 above or by telephone on +61 3 86725410. 14 Further Queries Further information regarding IFM’s Privacy Policy can be obtained from the CCO by writing to him at the address outlined in the Section 6 above or by telephone on +61 3 86725410. IFM Group Risk Management Plan IFM Group Privacy Policy 9 DMS ID: 190873 v19 Appendix 1 – Australian Privacy Principles The following table outlines the Australian Privacy Principles and how they relate to this policy. APP Name IFM Relevance 1 Open & transparent management of personal information IFM: • Has a policy • Policy is available to investors and consultants • Policy contains details of: o Kinds of personal information collected o How the information is collected and held o The purpose behind the collection o How an individual can access their information o How an individual may lodge a complaint o Controls over disclosure to cross border or overseas organisations. 2 Anonymity & pseudonymity Not applicable as IFM is required by Law (AML) to deal with identified individuals. 3 Collection of solicited personal information IFM only collects information required for it to operate, e.g. personal information from employment applicants, or KYC information. 4 Dealing with unsolicited personal information IFM will destroy unsolicited information. Refer Section 9 of this Policy 5 Notification of the collection of personal information In relation to HR matters, potential employees authorise IFM to collect certain personal information, e.g. policy or bankruptcy checks. 6 Use or disclosure of personal information Refer Section 4 of this Policy 7 Direct Marketing IFM only deals with wholesale investors and does not market to individuals 8 Cross-border disclosure of personal information Refer Section 7 of this Policy 9 Adoption, use or disclosure of government related identifiers IFM does not request or use government related identifiers 10 Quality of personal information Refer Section 5 of this Policy 11 Security of personal information Refer Section 6 of this Policy 12 Access to personal information Refer Section 6.1 of this Policy 13 Correction of personal information. Refer Section 6.1 of this Policy IFM Group Risk Management Plan IFM Group Privacy Policy 10 DMS ID: 190873 v19 Appendix 2 – Canadian Privacy Principles The following table outlines the Canadian Privacy Principles and how they relate to this Policy. CPP Name IFM Relevance 1 Accountability Refer Section 1 of this Policy 2 Identifying Purposes Refer Section 3 of this Policy 3 Consent Refer Sections 3 & 4 of this Policy 4 Limiting Collection Refer Sections 3 & 4 of this Policy 5 Limiting use, disclosure and retention Refer Sections 3 & 4 of this Policy 6 Accuracy Refer Section 5 of this Policy 7 Safeguards Refer Section 6 of this Policy 8 Openness Refer Section 6.1 of this Policy 9 Individual Access Refer Section 6.1 of this Policy 10 Challenging Compliance Refer Section 12 of this Policy IFM Group Risk Management Plan IFM Group Privacy Policy 11 DMS ID: 190873 v19 Appendix 3 – UK Data Protection Principles The following table outlines the UK Data Protection Principles and how they relate to this Policy. DPP Name IFM Relevance 1 Fair & Lawful processing Refer Sections 3 & 4 of this Policy 2 Identifying Purposes Refer Section 3 of this Policy 3 Adequate Refer Sections 5 of this Policy 4 Accurate and kept up to date Refer Sections 5 of this Policy 5 Retention Refer Sections 6 of this Policy 6 Rights of subjects Refer Section 6.1 of this Policy 7 Security Refer Section 6 of this Policy 8 International Refer Section7 of this Policy IFM Group Risk Management Plan IFM Group Privacy Policy 12 DMS ID: 190873 v19 Appendix 4 – Japanese Privacy Obligations The following table outlines obligations under Japanese Privacy Law and how they relate to this Policy. Index Name IFM Relevance 1 How we acquire personal information Refer Section 3 of this Policy 2 How we use personal information Refer Section 4 of this Policy 3 How we share personal information Refer Sections 4 & 7 of this Policy 4 How we secure personal information Refer Sections 6 of this Policy 5 How we provide access and correction to personal information Refer Sections 6 of this Policy