Midnight Sun Inc VII Co Ubs Farmland Investors LLC

“ALL OFFICERS AND DIRECTORS OF THE ORGANIZATION ARE EMPLOYEES OF UBS FARMLAND INVESTORS LLC WHICH PROVIDES REAL ESTATE MANAGEMENT SERVICES TO THE ENTITY ON BEHALF OF THE ALASKA RETIREMENT MANAGEMENT BOARD ("ARMB"). PART VI, SECTION A, QUESTION 3 UBS FARMLAND INVESTORS LLC has been engaged by Alaska Retirement Management Board to perform all management duties.”

“The common stock of the company is owned by the Alaska Retirement Management Board ("ARMB"). The ARMB is the trustee for the assets of Alaska's state pension plans and invests in real estate on behalf of the Public Employees' Retirement System, Teachers' Retirement System, and Judicial Retirement System. The shareholder has the right to participate in the organization's governance and to receive distributions from the organization in accordance with its exempt purposes (see part III, line 4a).”

“The business of the corporation shall be managed by its institutional trustee. All decisions made by the institutional trustee are authorized by the shareholders.”

“The tax return is prepared by an independent accounting firm and a copy of the organization's final Form 990 was distributed to the governing body prior to its filing with the IRS. UBS FARMLAND INVESTORS LLC, its manager and sole trustee, reviewed the Form 990 prior to signing and filing with the IRS.”

“There are no separate written policies for Midnight Sun, Inc. VII HOWEVER, THE MEMBERS OF THE GOVERNING BODY ARE EMPLOYEES OF THE MANAGEMENT COMPANY, UBS FARMLAND INVESTORS LLC, AND ARE SUBJECT TO THE CONFLICT OF INTEREST AND OTHER POLICIES OF THE MANGEMENT COMPANY. Annually, the UBS compliance officer confirms officer compliance with these policies. The compliance policy will be provided upon request.”

“The organization has no employees and does not pay compensation to its officers or directors.”

“These documents are not available to the public.”

“The investments in land and building are recorded at fair value on the trial balance. The balance sheet is not adjusted to reflect historical cost less accumulated depreciation. The amount of any current change in unrealized appreciation/depreciation is adjusted directly through equity with no current impact on net income.”

“Other changes in net assets of fund balances: unrealized loss (700,001) distributions (2,010,000) ____________ (2,710,001)”

“There are no separate audited financial statements for midnight sun, inc. Vii. However, the investment in midnight sun, inc. Vii is audited as part of the combined financial statements of midnight sun.”

“AS THE INSTITUTIONAL TRUSTEE ENGAGED TO MANAGE CERTAIN PROPERTIES OF ARMB, AND RESPONSIBLE FOR THE FILING OF THIS RETURN, WE ARE LISTING THE ENTITIES THAT WE KNOW OF, THAT WE ALSO MANAGE. WE DO NOT HAVE DIRECT KNOWLEDGE OF THE ARMB OTHER INVESTMENT HOLDING ENTITIES THAT MIGHT BE CONSIDERED BROTHER/SISTER ENTITIES TO THIS TAXPAYER, NOR DO WE HAVE ACCESS TO THIS INFORMATION SUFFICIENT TO INCLUDE THEM ON SCHEDULE R. Schedule R THE SOLE SHAREHOLDERS OF MIDNIGHT SUN, INC. VI IS THE PUBLIC RETIREMENT SYSTEM OF ALASKA.”