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1 CalPERS Placement Agent Disclosure Form This form facilitates the disclosures and contractual obligations required pursuant to the CalPERS Statement of Policy for the Disclosure of Placement Agent Fees (“Policy”). Please see the Policy and the Glossary of the Policy. Name of Investment Transaction/Investment Management Contract with CalPERS: Wayzata Opportunities Fund LLC (sometimes referred to herein as the “Fund”). Name of CalPERS Contact (if applicable): Tom Baker This is for a Prospective/New investment or Amendment to an existing investment Contact Person: Timothy J. Scallen Company Name: Street Address (No. P.O. Box): City: Wayzata Investment Partners LLC (“WIP”) 701 East Lake Street, Suite 300, Wayzata State/Province: MN Country: USA Postal Code: 55391 E-mail Address: Phone No: email@example.com; 952-345-0746 Fax No: 952-345-8901 Have you, your firm or your firm’s principals, employees, agents, or affiliates compensated or agreed to compensate, directly or indirectly, any person (whether or not employed by you) or any entity to act as a Placement Agent in connection with the Investment or the Contract by CalPERS? (Policy § IV.A.1.a.) Yes. No. For Disclosures Required by a Substantive Amendment to an Existing Investment or Contract: Will the substantive amendment benefit a Placement Agent in any manner? (Policy § III.) Yes. No. If you checked Yes for one or both of the above questions, please continue completing the rest of the form and provide your signature at the end of the Form. If you checked No for both questions, please skip the rest of the Form and provide your signature at the end of the Form. Please list the names for each officer, partner, or principal of the Placement Agent (and any employee providing similar services), in connection with the investment by CalPERS, and attach a resume for each of them detailing each person’s (i) education, (ii) professional designations, (iii) regulatory licenses and (iv) investment and work experience. Please check the box if any person listed is a current or former CalPERS Page 1 of 8 Board member, employee, or Consultant, or a member of the immediately family of any such person.* (Policy § IV.A.1.b.) Please see the attached Appendix A supplied by Park Hill Group LLC (“Park Hill”). To confirm, based exclusively on information from Park Hill, none of the people listed on Appendix A are current of former CalPERS Board members, employees, consultants, or members of the immediate family of any such person. * Explain below the relationship for any individual where the box is checked. (Policy §IV.A.1.b.) Not Applicable Please attach a copy of any and all agreements between you and the Placement Agent and check the box to confirm that the agreements have been attached. (Policy §IV.A.1.e.) WIP, Park Hill and The Blackstone Group L.P. entered into a Placement Agreement dated as of June 8, 2005; however, the terms of such Placement Agreement are confidential and as such the Placement Agreement has not been included. The relevant fee terms and description of services to be provided have been detailed below. Provide a description of any and all compensation of any kind provided or agreed to be provided to a Placement Agent, including the nature, timing and value thereof: (Policy §IV.A.1.c.) Overview of Fee: As compensation for the services to be provided by Park Hill hereunder, WIP caused the Fund to pay, directly or indirectly, a cash fee (the “Fee”) to Park Hill according to the following formula: (i) 1% of the total Investor commitments if the aggregate principal amount of securities issued (measured by the commitment relating thereto) is $549 million or less. (ii) 1.25% of the total Investor commitments if the aggregate principal amount of securities issued (measured by the commitment relating thereto) is between $549.1 million and $599 million. (iii) 1.50% of the total Investor commitments if the aggregate principal amount of securities issued (measured by the commitment relating thereto) is between $599.1 million and $799 million. (iv) 1.75% of the total Investor commitments if the aggregate principal amount of securities issued (measured by the commitment relating thereto) is between $799.1 million and $899 million. Page 2 of 8 (v) 2.0% of the total Investor commitments if the aggregate principal amount of securities issued (measured by the commitment relating thereto) is over $899.1 million. Under the terms of the Fund documents, the fees paid to Park Hill were offset against management fees payable by the Fund to WIP in its capacity as the manager of the Fund. After giving effect to the total commitments to the Fund, Park Hill received a fee equal to one and seventy-seven percent (1.77%) of capital commitments made by CalPERS and other investors like CalPERS. Park Hill had no obligation to purchase any of the membership interests or to provide financing of any kind to the Fund or WIP. No Fee was payable to Park Hill with respect to any securities purchased by WIP or its affiliates for its or their own accounts. The Fund bore the respective legal, accounting, printing and other expenses in connection with the offering of the membership interests of the Fund. Park Hill was not responsible for any fees or commissions payable to financial or other advisors, other than the sub-agents retained by Park Hill. If an Investor failed to (i) honor and pay in full its initial capital call or (ii) honor and pay in full any subsequent capital call of the Fund, then WIP and the Fund were relieved of any obligation to pay Park Hill or be reimbursed by Park Hill for a pro rata portion of the Fee plus any accrued interest thereon with respect to such Investor. Overview of Expenses: Park Hill did not require a retainer to commence the assignment. For any reasonable expenses that were payable to Park Hill under this agreement, WIP agreed to reimburse Park Hill, within 31 days of Park Hill's monthly submittal for its out-of-pocket expenses incurred in connection with the services rendered by Park Hill under the agreement, including without limitation travel and lodging, data, word processing, graphics and communication charges, research costs, courier services, and also including fees and expenses of any legal counsel retained by Blackstone and/or Park Hill Group in an amount for such legal fees and expenses not to exceed $5,000. Describe the services to be performed by the Placement Agent, including whether the Placement Agent is utilized by you for all prospective clients or only a subset of your prospective clients. (Policy §IV.A.1.d.) The Placement Agent was required to use reasonable best efforts to render customary placement agent services, including but not limited to assisting WIP as follows: (i) input and advice as to the revision of descriptive offering materials; (ii) identification of prospective global investors in the Fund; (iii) consultation as to strategy and tactics for initiating discussions and negotiations with prospective investors as well as to general market conditions; (iv) arranging presentation meetings between prospective investors who have received offering materials and representatives of the Company; (v) monitoring and forwarding to the Company any requests for additional information by prospective investors and assisting with the fulfillment of due diligence requests; (vi) such other services in connection with the sale of Securities as may be agreed upon from time to time by Park Hill and the Company; and, Page 3 of 8 (vii) advising and assisting the Fund in negotiations with certain prospective Investors. The Placement Agent was utilized by WIP for all prospective clients. Please list the names of any current or former CalPERS Board members, employees, or Consultants who suggested the use of the Placement Agent(s) noted above. (Policy §IV.A.1.f.) No current or former CalPERS Board members, employees, or Consultants suggested the use of Park Hill to WIP Yes Please check the box indicating whether the Placement Agent is registered with the SEC or FINRA and provide the details of such registration below. Please note exactly what entities or principals are registered. (Policy §IV.A.1.g.) Park Hill Group LLC (CRD # 135898) is registered as a broker dealer with the SEC and regulated by FINRA. Please check the box indicating whether the Placement Agent or any of its affiliates is registered as a lobbyist with any state or federal government. If so, provide the names of those registered along with the jurisdiction in which they are registered. (Policy §IV.A.1.h.) Based exclusively on information from Park Hill, neither Park Hill nor any of its affiliates is registered as a lobbyist with any state or federal government. By executing this form the undersigned represents and warrants that the information set forth herein is true and correct. *Until there is a final written agreement between the undersigned and CalPERS or discussions regarding a prospective agreement have terminated, the undersigned agrees to update this information within 14 days of any changes. The undersigned agrees that it shall make a representation and warranty as to the continuing accuracy of this information in any final written agreement between it and CalPERS. The undersigned also agrees that any final written agreement between the undersigned and CalPERS and any amendment to the final written agreement will contain the provisions set forth in IV.B.4 and IV.B.5 of the Policy. (Policy § IV.A.2.) The execution and delivery of this form has been authorized by all necessary action by the undersigned. Wayzata Investment Partners LLC Timothy J. Scallen___________ Date: 8-17-09 Name: Timothy J. Scallen Title: General Counsel *Provided that to the extent information pertains to Park Hill, the undersigned has relied exclusively on information submitted by Park Hill. Page 4 of 8 APPENDIX A Name Title Regulatory Biography Licenses Daniel J. Managing Principal Series 7 Mr. Prendergast founded Park Hill Group with Prendergast, CFA and Chief Executive Series 24 over eighteen years experience in the alternative Officer Series 63 asset and investment space. Prior to Park Hill, Series 39 Mr. Prendergast held senior origination and distribution positions at Atlantic-Pacific Capital, Donaldson, Lufkin & Jenrette, and Merrill Lynch. Mr. Prendergast began his career as a CPA with PriceWaterHouse. He received a B.S. in Economics from the Wharton School at the University of Pennsylvania and an M.B.A. from the McCombs School of Business at the University of Texas. He is a CFA charter holder. Donna A. Toth, Managing Principal Series 28 Donna A. Toth is a Managing Principal and CPA and Chief Financial Chief Financial Officer of Park Hill Group and Officer Park Hill Real Estate Group. Since joining, Ms. Toth has been responsible for the financial reporting, operations and administration of both Park Hill Group and Park Hill Real Estate Group. Before joining Park Hill, Ms. Toth oversaw all financial and administrative functions as the Chief Financial Officer of Atlantic-Pacific Capital. Previously, Ms. Toth was the Controller and Director of Financial Reporting at Ziff Brothers Investments. Ms. Toth began her career at PriceWaterhouseCoopers. Ms. Toth received a BS in Business Administration from the University of Connecticut and is a Certified Public Accountant. Brian D. Levine Managing Principal Series 7 Mr. Levine, Managing Principal, is an original founder of Park Hill. He is the head of Park Hill's private equity origination and project management team. Prior to Park Hill, Mr. Levine led the origination and project management functions at Atlantic-Pacific Capital. Previously, he was with the Private Fund Group at Donaldson, Lufkin & Jenrette. Mr. Levine began his career as an accountant and management consultant at Ernst & Young L.L.P. He received a BS in Economics from the Wharton School at the University of Page 5 of 8 Pennsylvania. Thomas H. Managing Principal Series 7 Mr. Roberts, Managing Principal, is an original Roberts Series 24 founder of Park Hill and he is responsible for Series 63 Park Hill's private equity and hedge fund distribution. Prior to Park Hill, Mr. Roberts was a Principal with Atlantic-Pacific Capital where he headed up the Dallas office for South and Southeast distribution. Previously, Mr. Roberts was a Managing Director of Private Equity at Morgan Keegan & Company, Inc. where he was responsible for origination, distribution and investments within proprietary private equity funds. Prior to joining Morgan Keegan, Mr. Roberts spent eleven years in investment banking and merchant banking at Donaldson, Lufkin & Jenrette. He received a BS from Southern Methodist University, where he was a Herkimer Scholar, and an MBA from the University of Dallas. Lawrence A. Thuet Managing Principal Series 7 Mr. Thuet, Managing Principal, is an original Series 24 founder of Park Hill and he is responsible for Series 63 Park Hill's private equity and hedge fund distribution. Prior to Park Hill, Mr. Thuet was a Principal with Atlantic-Pacific Capital. Previously, he was a Senior Vice President in the Institutional Management Group of Putnam Investments where he was responsible for new business development and client service in the Midwest. He received a BS in Business Administration from the University of Colorado and an MBA from the University of Chicago Graduate School of Business. He is a member of the Economic Club of Chicago and a member of the Board of Regents at the Mercy Home for Boys and Girls. Sean J. Keene Managing Principal Series 7 Mr. Keene, Managing Principal, is an original Series 24 founder of Park Hill and he is responsible for Series 63 Park Hill's private equity and hedge fund distribution. Prior to Park Hill, Mr. Keene was a Principal with Atlantic-Pacific Capital focused on West Coast distribution. Previously, he was a Vice President in the Private Markets Group of Callan Associates, Inc. He received a BA in International Relations from the University of California, Davis. Joshua Rovine Chief Compliance Series 7 Mr. Rovine is a Managing Director and the Officer Series 24 Chief Compliance Officer of Park Hill Group Series 63 and Park Hill Real Estate Group. He is also responsible for a variety of legal and compliance matters within the Blackstone Group. Prior to joining Blackstone, Mr. Rovine was a partner in Sidley Austin Brown & Wood Page 6 of 8 LLP, where he represented and advised clients in domestic and international offerings of hedge funds, commodity pools, and structured derivative products, as well as related regulatory matters. Mr. Rovine began his career at Simpson Thatcher & Bartlett as an associate in the corporate department. Mr. Rovine received a BA from the University of Pennsylvania and a JD from the University of Michigan Law School. Michael Caiati Managing Principal Series 7 Mr. Caiati joined Park Hill Group in 2005. (Principal at the time Series 63 Prior to Park Hill, Mr. Caiati was a Senior of investment) Associate at Gabelli Group Capital Partners, Inc., where he sourced, analyzed and monitored private equity investments. Mr. Caiati received a B.S. in Biology from Hobart College and an M.B.A. from Columbia University George Eberle Managing Principal Series 7 Mr. Eberle joined Park Hill Group in 2005. (Principal at the time Series 9 Prior to joining Park Hill, Mr. Eberle was a of investment) Series 10 Director at Credit Suisse First Boston, heading Series 63 Institutional Sales & Trading for the West Coast. Previously he was with SG Cowen, and spent ten years with Merrill Lynch. Mr. Eberle received a B.S. in Business Administration from Villanova University. Julio Ramirez Managing Principal Series 7 Mr. Ramirez joined Park Hill Group with over Series 63 eight years experience in the alternative asset and investment space. Prior to Park Hill, Julio was a partner at a boutique placement agency in Los Angeles. Julio has over 20 years consulting experience in the public sector working for various government agencies and elected officials. He received a B.A. in International Relations from The University of Southern California. William Tice Principal Series 7 Mr. Tice joined Park Hill Group in 2005. Prior Series 63 to joining Park Hill, Mr. Tice was a Director at Cantor Fitzgerald. Previously, Mr. Tice was a Principal at The Parthenon Group in Boston and a Vice-President at Donaldson, Lufkin & Jenrette, in both New York and London. He received a B.A. in Economics from Middlebury College and an M.B.A. from the Amos Tuck (Dartmouth) School of Business. Kim Pedersen, Managing Principal Approved Mr. Pedersen joined Park Hill Group with over CFA person ten years experience in the alternative asset under the space. Prior to Park Hill, Mr. Pedersen was FSA Partner with Nordea Private Equity, a fund of Approved funds, where he was responsible for organizing Persons and structuring new products, and sourcing and Regime performing due diligence on US private equity Page 7 of 8 (Control funds. Previously he has held senior investment Function management positions at Washington State 30) Investment Board (WSIB), Maristeth Ventures LLC., and Thomas Capital Group, LLC. Mr. Pedersen has previously taught private equity investing at Copenhagen Business School. Mr. Pedersen received a BS in Finance from Chapman University in California and an MBA from University of Washington, Seattle. Page 8 of 8
"CalPERS Placement Agent Disclosu"