Calpers placement Agent Disclosure Form



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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 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.

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;



  1. reporting the status of its activities to Wayzata on a routine basis pursuant to the terms of this Agreement; and

  2. 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.
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.



APPENDIX A


Name

Title

Regulatory Licenses

Biography

Daniel J. Prendergast, CFA


Managing Principal and Chief Executive Officer

Series 7

Series 24

Series 63

Series 39



Mr. Prendergast founded Park Hill Group with over eighteen years experience in the alternative asset and investment space. Prior to Park Hill, 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, CPA


Managing Principal and Chief Financial Officer

Series 28

Donna A. Toth is a Managing Principal and Chief Financial Officer of Park Hill Group and 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

Series 24

Series 63


Mr. Herman, Managing Principal, is a member of Park Hill’s private equity and hedge fund 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. Roberts

Managing Principal

Series 7

Series 24

Series 63


Mr. Roberts, Managing Principal, is an original founder of Park Hill and he is responsible for 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

Series 24

Series 63


Mr. Thuet, Managing Principal, is an original founder of Park Hill and he is responsible for 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

Series 24

Series 63


Mr. Keene, Managing Principal, is an original founder of Park Hill and he is responsible for 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 Officer

Series 7

Series 24 Series 63




Mr. Rovine is a Managing Director and the Chief Compliance Officer of Park Hill Group 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 (Principal at the time of investment)

Series 7

Series 63



Mr. Caiati joined Park Hill Group in 2005. Prior to Park Hill, Mr. Caiati was a Senior 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 (Principal at the time of investment)

Series 7

Series 9


Series 10

Series 63



Mr. Eberle joined Park Hill Group in 2005. Prior to joining Park Hill, Mr. Eberle was a Director at Credit Suisse First Boston, heading 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

Series 63



Mr. Ramirez joined Park Hill Group with over 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

Series 63



Mr. Tice joined Park Hill Group in 2005. Prior 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, CFA

Managing Principal

Approved person under the Financial Services Authority Approved Persons Regime (Control Function 30)

Mr. Pedersen joined Park Hill Group with over ten years experience in the alternative asset space. Prior to Park Hill, Mr. Pedersen was Partner with Nordea Private Equity, a fund of funds, where he was responsible for organizing and structuring new products, and sourcing and performing due diligence on US private equity funds. Previously he has held senior investment management positions at Washington State 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.

Christopher Leach

Managing Principal

Approved person under the Financial Services Authority Approved Persons Regime (Control Function 30)

Mr. Leach joined Park Hill Group with over sixteen years institutional sales experience in alternative assets and capital markets. Prior to Park Hill, Chris was an Executive Director at UBS Investment Bank and a founding member of the Private Equity funds group, where he had senior sales and origination responsibilities. Before UBS, he held senior sales positions in the fixed income divisions of Banque Paribas in London and Citigroup in Frankfurt. He received a B.A. (Hons) in European Business Administration/Diplom Betriebswirt from Middlesex Business School/FH Reutlingen and a MSc in Finance from the London Business School.

Justin Bower

Managing Principal

Approved person under the Financial Services Authority Approved Persons Regime (Control Function 30)

Mr. Bower joined Park Hill Group with over ten years experience in the alternative asset and investment banking businesses. Prior to Park Hill, Mr. Bower was an Executive Director at UBS Investment Bank in the Private Equity Funds group in London, covering primarily institutional clients in the UK, Benelux and Scandinavia. Before UBS, Mr. Bower was at Vertex Management, where he co-established the venture capital firm's London office. Mr. Bower began his career at HSBC Investment 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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