Calpers placement Agent Disclosure Form

Name of CalPERS Contact (if applicable): Tom Baker

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.)

(Policy §IV.A.1.b.)

(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.)

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 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.

(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;

7. 
   reporting the status of its activities to Wayzata on a routine basis pursuant to the terms of this Agreement; and
   
8. 
   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.)

(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 execution and delivery of this form has been authorized by all necessary action by the undersigned.

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.