private equity partnership questionnaire

8/3/2019 Private Equity Partnership Questionnaire

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LEIA PRIVATE EQUITY PARTNERSHIP QUESTIONNAIRE of 7

Leading Edge Investment Advisors, LLCPrivate Equity Partnership Questionnaire

Date Completed

A. GENERAL INFORMATION

Describe type of Proposed Fund (e.g., venture capital, corporaterestructuring, special situation, etc.) and the type of investments planned forthe Fund.

Describe the purpose of the Proposed Fund.

Dollar Size of Proposed Fund, including: total amount expected to be raised;total committed capital to date; total amount taken down to date; and totalamount invested to date.

Name and address of General Partner(s).

List all prior and/or affiliated Funds currently managed by individuals orentities named above, including amount of assets under management andnumber of portfolio investments held by each Fund.

Legal structure of Proposed Fund; date and jurisdiction of formation.

Name, address, telephone and fax numbers of any placement agent(s) for theProposed Fund.

Describe terms of placement agreement including, among other things,compensation for placement agent, responsibility for any such payments andwhen such compensation will be paid.

FUND NAME Street AddressCity, State, Zip Code Web site URL

CONTACT NAME TelephoneFacsimileRelationship to Proposed Fund




B. INVESTMENT STRUCTURE AND TERMS

Describe the amount, nature and timing (e.g., at closing, and as scheduledthereafter) of the General Partner's original capital contribution, as well asthose of the investors/limited partners.

State the General Partner's management fee (and any other fees payable tothe General Partner) and describe how it is calculated (e.g., percentage oncommitted capital, invested capital, etc.).

State the General Partner's carried interest (participation in profits) anddescribe how it is calculated.

Specify the term of the Proposed Fund (and any ability to extend that time).

State the actual or anticipated first closing date; state the anticipated number

of subsequent closings, and dates. Describe the terms of the investmentagreement or other legal documentation which control the timing of the initialand subsequent closings, and investment by additional investors.

Specify any minimum and/or maximum investment amounts.

State the final date to invest in the Proposed Fund as specified in your legaldocumentation.

State whether profits will be reinvested or distributed to the investors.

Briefly describe the profit and loss allocation between the General Partnerand the investors/limited partners in the Proposed Fund.

Identify which expenses of the Proposed Fund the General Partner will beresponsible for and which will be paid by the Fund (e.g., organizational, legaland audit fees, administrative, overhead, etc.) and the estimated amounts ofthese expenses. Provide a detailed annual budget for the General Partner'soperating expenses.

Describe the proposed allocation of investment interest in portfolio companiesbetween the General Partners and limited partners.

Will the General Partners also invest as limited partners in the ProposedFund? If so, describe.

Describe your provisions concerning admission of additional investors andtransferability of partnership interests.

Describe your provisions for replacement of the General Partner.




Describe your policies concerning General Partners' and/or their employees'personal investments in portfolio companies.

Describe any potential conflicts of interest and your controls to protect the

interests of the limited partners.

C. ORGANIZATION

Describe the management organization for the General Partner. Include anorganization chart and indicate the number of employees at each location.

Does the General Partner (or do the general partners) qualify as a MinorityBusiness Enterprise or a Women Business Enterprise? Please providedocumentation of your status.

Provide the names of the General Partners (or key individuals) of theProposed Fund. Also attach complete resumes for each, including educationand full prior employment history, with dates for each.

Provide three professional references for each principal and key employee ofthe General Partner.

Identify which of these General Partners (key individuals) have workedtogether in Prior Funds, and specify these Prior Funds, how long and in whatcapacities these General Partners (key individuals) worked together in each.

(i) Briefly describe any Prior Funds which the General Partners (keyindividuals) have managed and which involved management of likeassets to those of the Proposed Fund and indicate which are stillactive.

(ii) For each Prior Fund, give the year formed, the original and final capitalization,the total amount invested, the total cash and equity currently held as well as distributedto investors, and the internal rates of return to the investors/limited partners only(excluding carried interests and management fees to the General Partner), including theunderlying generally accepted valuation methodology used to determine the fair marketvalue of portfolio companies/investments that are yet to be sold or do not have their

securities publicly traded in an active market.

Briefly describe how the General Partner makes investment and managementdecisions.

Briefly describe your policies to share/allocate investment opportunitiesbetween concurrently active Funds under the same or affiliated management.




Briefly identify historical exit methods that have been used successfully by theGeneral Partner in Prior Funds and what is anticipated for the ProposedFund.

Identify which General Partners (key individuals) have together made at least

two investments of the type intended to be made by the Proposed Fund thathave gone from initial investment through to a successful exit; also namethese investments and describe the Prior Funds and the circumstancesinvolved.

Identify the total amount of venture capital, corporate restructuring, or specialsituation assets of like type to the Proposed Fund currently undermanagement by the General Partner.

Identify the amounts invested by the General Partner in Prior Funds both as aGeneral Partner and as a Limited Partner.

State the percentage of investments by number and by total dollar amount(identified by each Prior Fund) that have been written-off, sold at a loss orotherwise disposed of at less than cost.

Identify other institutional investors in the Proposed Fund and in each PriorFund, together with their respective capital commitments.

Identify which investors from the most recent Prior Fund are not investing inthe Proposed Fund.

Provide at least five partnership investor references from Prior Funds orsimilar entities managed by the General Partners.

Describe the type and application of any internal databases maintained by theGeneral Partners.

Describe all advisory boards for the Proposed Fund or Prior Funds, includingnames of members and their professional affiliations.

Provide resumes for all consultants used for product, market or otherevaluations related to the Proposed Fund or Prior Funds.




D. INVESTMENT STRATEGY OF PROPOSED FUND

Describe your investment strategy for the Proposed Fund. Specify anygeographical or industry investment preferences, and your Fund's policy

regarding investments in non-traditional markets and/or minority andwomen-owned business enterprises. What factors differentiate your ProposedFund's investment strategy?

Briefly outline the policies you will use (e.g., diversification, geographical andindustry preferences, etc.) to implement your investment strategy.

Describe the preferred stage of development for portfolio companyinvestments. How long will it take before your Fund is fully invested?

Describe how your investment strategy for Prior Funds differs (if it does) from

the Proposed Fund strategy.

State the number, dollar amount per investment and what percent of yourportfolio investments (identified by each Prior Fund) you have:

(i) Originated(ii) Led(iii) Participated in, but not as a lead investor

State the number, dollar amount per investment and what percent of yourinvestments (identified by each Prior Fund) have been in other limitedpartnerships and similar funds; also indicate what percentage is expected forthe Proposed Fund.

State the current target dollar range of a portfolio investment for the ProposedFund.

State the current target of equity or other ownership in a portfolio investmentfor the Proposed Fund.

State the maximum percentage of your portfolio to be invested in a singleportfolio operating company

What are the most significant risk factors specific to your Proposed Fund'sinvestment strategy and how will your strategy mitigate those risks?




E. INVESTMENT EVALUATION

Describe the processes the General Partners will use for deal flowgeneration. Include your marketing plans.

Describe your process for preliminary review of investment opportunities.

Describe the due diligence processes you will use to evaluate investmentopportunities. Include copies of any materials such as checklists,questionnaires, reports, etc.

How and by whom will final investment decisions be made? What processeswill be used to facilitate General Partner (and advisory committee review,where appropriate) of proposed investments.

How will follow-on investments be handled?

Describe your process for terminating a portfolio investment.

F. INVESTMENT PERFORMANCE

What are the expected gross and net investment rates of return for investorsin the Proposed Fund?

Describe the methodology the Proposed Fund will use to determineinvestment return to limited partners.

G. REPORTING

Describe the methodology you will use to value stock distributions.

Describe the format you will use and how often will you report to limitedpartners.

What accounting firm will be used for audits of the Proposed Fund?




H. PORTFOLIO INFORMATION (PRIOR FUNDS)

Provide a schedule of all portfolio company investments made in each PriorFund since its inception. Specify the date of initial and follow-on investments,

the percentage of the company and of total fund assets represented by eachinvestment at the time it was made, stage of development, industry sector,geographic location, current valuation at cost and market.

Describe the number of unsuccessful investments made.

Describe any commitments to portfolio companies not yet funded.

Please return completed forms electronically or direct inquiries to:

CLAYTON C. JUEChief Executive Officer

Leading Edge Investment Advisors, LLC50 California StreetSuite 2320San Francisco, CA [email protected] (Main)

private equity partnership questionnaire

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