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CalPERS Placement Agent Disclosure Form

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CalPERS Placement Agent Disclosure Form Powered By Docstoc
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                      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 II L.P (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: tscallen@wayzpartners.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

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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.)

The Placement Agreement entered into between Park Hill and WIP is confidential and as
such 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:
WIP paid the Placement Agent a placement fee (the “Fee”) equal to thirty-five basis points
(0.35%) of the total amount of capital commitments relating to limited partnership interests
sold to Investors in the Fund. 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. Notwithstanding the foregoing, no Fee was payable to the
Placement Agent with respect to any purchase of Interest by WIP, any of its employees,
any of their respective family members, WIP’s operating executives, any other WIP-related
person or any entity majority-owned by or under common majority ownership with WIP for
its or such persons’ own accounts.

WIP became obligated to pay the Fee in respect to the limited partnership interests sold to
each prospective Investor on the date on which WIP accepted a duly executed
subscription agreement of other document or communication evidencing that such
prospective Investors had subscribed for or agreed to purchase a limited partnership
interest.



                                        Page 2 of 9
Overview of Expenses:
WIP reimbursed the Placement Agent within 30 days of the Placement Agent’s quarterly
submittal of its reasonable costs and expenses incurred in connection with the offering of
limited partnership interests, including, but not limited to, travel and lodging, graphics and
telecommunications charges, research costs, courier services and fees, and expenses and
disbursements of any outside legal counsel retained by the Placement Agent; provided
that the Placement Agent was required to provide WIP with quarterly written reports setting
forth (with reasonable specificity) the amount and character of reimbursable expenses
incurred through such date.

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 rendr customary
placement agent services, including but not limited to assisting WIP as follows:

(i)     consulting with respect to the form and structure of the Fund;
(ii)    consulting with respect to the size of the offering of Interests;
(iii)   consulting with respect to the current market environment including the market
        terms expected by potential Investors and strategies relating to the offering to
        Investors and related negotiations;
(iv)    providing assistance in the preparation of the Fund’s confidential private placement
        memorandum and any other material provided to Investors which have been
        approved by Wayzata or the Fund as soliciting materials, including any
        amendments, supplements and revisions thereto (collectively, the “Confidential
        Private Placement Memorandum”);
(v)     arranging meetings between such Investors and Wayzata and its representatives
        and assisting such representatives with, and attending, such meetings;
(vi)    providing internal follow-up to Wayzata after any meetings with Wayzata and any
        potential Investors;
 (vii) reporting the status of its activities to Wayzata on a routine basis pursuant to the
         terms of this Agreement; and
 (viii) providing such other customary placement services as may be reasonably
         requested by Wayzata.

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.
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    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.




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                                     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
                                                       Pennsylvania.
Joseph M. Herman   Managing Principal     Series 7     Mr. Herman, Managing Principal, is a member
                                          Series 24    of Park Hill’s private equity and hedge fund

                                         Page 5 of 9
                                        Series 63    distribution team. Prior to joining Park Hill, Mr.
                                                     Herman was President of Atlantic Pacific
                                                     Capital. Previously he was with Klitzberg
                                                     Associates where he raised institutional assets
                                                     for alternative investment managers. Mr.
                                                     Herman began his career as a consultant with
                                                     SEI, Inc. He received a BA in Economics from
                                                     Fairfield University, attended London School of
                                                     Economics and received an MBA from Pace
                                                     University.
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
                                       Page 6 of 9
                                                        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
                                                        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

                                          Page 7 of 9
                                                       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
                                          Financial    Partner with Nordea Private Equity, a fund of
                                          Services     funds, where he was responsible for organizing
                                          Authority    and structuring new products, and sourcing and
                                          Approved     performing due diligence on US private equity
                                          Persons      funds. Previously he has held senior investment
                                          Regime       management positions at Washington State
                                          (Control     Investment Board (WSIB), Maristeth Ventures
                                          Function     LLC., and Thomas Capital Group, LLC. Mr.
                                          30)          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.
Christopher Leach   Managing Principal    Approved     Mr. Leach joined Park Hill Group with over
                                          person       sixteen years institutional sales experience in
                                          under the    alternative assets and capital markets. Prior to
                                          Financial    Park Hill, Chris was an Executive Director at
                                          Services     UBS Investment Bank and a founding member
                                          Authority    of the Private Equity funds group, where he had
                                          Approved     senior sales and origination responsibilities.
                                          Persons      Before UBS, he held senior sales positions in
                                          Regime       the fixed income divisions of Banque Paribas in
                                          (Control     London and Citigroup in Frankfurt. He received
                                          Function     a B.A. (Hons) in European Business
                                          30)          Administration/Diplom Betriebswirt from
                                                       Middlesex Business School/FH Reutlingen and
                                                       a MSc in Finance from the London Business
                                                       School.
Justin Bower        Managing Principal    Approved     Mr. Bower joined Park Hill Group with over
                                          person       ten years experience in the alternative asset and
                                          under the    investment banking businesses. Prior to Park
                                          Financial    Hill, Mr. Bower was an Executive Director at
                                          Services     UBS Investment Bank in the Private Equity
                                          Authority    Funds group in London, covering primarily
                                          Approved     institutional clients in the UK, Benelux and
                                          Persons      Scandinavia. Before UBS, Mr. Bower was at
                                          Regime       Vertex Management, where he co-established
                                          (Control     the venture capital firm's London office. Mr.
                                          Function     Bower began his career at HSBC Investment
                                          30)          Bank, where he spent five years in the
                                                       International Corporate Finance, Private Equity
                                                       and M&A groups. Mr. Bower graduated with
                                                       Honours from Exeter University, United
                                                       Kingdom



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