Institutional Limited Partners Association

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Nov 18, 2013 (3 years and 6 months ago)

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Institutional Limited Partners Association



Standardized
Due Diligence Questionnaire

-

Draft




VERSION 1
.0

April 15
, 201
3




2

Table of Contents

Cover Sheet

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3

Basic Questions

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4

Short Answer Questions

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7

Requested Documents (if applicable)

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13

Templates: Team*

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14

Templates: References*

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15

Templates: Fund*

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16

Templates: Portfolio Investments*

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17






3

Cover Sheet


Firm: General Information
Firm Legal Name:
Address:
Street:
City:
State/Country:
Postal Code:
Phone Number:
Regulatory Body(s) that Supervises Firm:
Regulatory Body(s) Registration Number:
Firm Contact (for requesting additional information)
Name:
Title:
Phone Number:
Email Address:
Fund: General Information
General Partner Legal Name:
Fund Legal Name:
Regulatory Body(s) that Supervises Fund:
Regulatory Body(s) Registration Number:
Fund Size (amount):
Targeted:
Fund Term (years):
Investment Period:
Minuimum:
Follow-on Period:
Maximum / Cap:
Remainder of Term:
GP Commitment:
Extension Period(s):
Management Fees (%):
Investment Period:
Misc. Terms:
Fund Currency:
Follow-on Period:
Hurdle (%):
Extension Period:
Carried Interest (%):
Fund Characteristics:
Strategic Focus:
Carry Catch-up (%)
Geographic Focus:
Carry Escrow (%)
Sector/Industry Focus:



4

Basic Questions


1.0
Firm: General Information
Yes
No
1.2
Has the Firm or any affiliated entity ever filed for bankruptcy?
Yes
No
1.3
Have any of the Firm’s principals ever filed for bankruptcy?
Yes
No
Yes
No
Yes
No
Yes
No
1.7
Has the Firm adopted the CFA Institute’s Code of Ethics and Standards of Professional Conduct?
Yes
No
1.8
Is the Firm a publicly-held company?
Yes
No
Yes
No
2.0
Fund: General Information
Yes
No
2.2
Will Placement Agents be used during the fundraising process?
Yes
No
2.3
Will there be annual investor meetings throughout the life of the Fund?
Yes
No
2
2.4
Will the Firm facilitate an in camera session for each of the Fund's Advisory Board meetings?
Yes
No
2.5
Will the Fund make any in specie distributions?
Yes
No
2.6
Is the Fund permitted to hold leverage on its balance sheet?
Yes
No
3.0
Investment Strategy
Yes
No
3.2
Will the Fund engage in hostile transactions?
Yes
No
4.0
Investment Process
4.1
Will third parties perform any portion of the Fund’s due diligence process?
Yes
No
4.2
Will the Firm use a dedicated debt management team?
Yes
No
4.3
Will the Firm use a dedicated operations team?
Yes
No
4.4
Will the Fund actively manage foreign currency exposure?
Yes
No
4.5
Does the Firm have a trading operation?
Yes
No
1.5
Will the Firm or any of its key principals conduct non-business outside activities (non-profit,
academic, etc.) that are expected to take-up a significant amount of time during the investment
period of the Fund?
1.6
Does the Firm or any of its principals own a material interest in any entities that have or will do
business with any of the Firm’s investment vehicles?
1.1
Has the Firm or any affiliated entity (including portfolio companies or properties owned during
the Firm’s period of ownership) ever failed to make payments under any secured or unsecured
indebtedness?
1.4
Will the Firm or any of its principals conduct outside business or investment management
activities during the investment period of the Fund?
2.1
3.1
Will the Fund pursue investments in public securities and/or Private Investments in Public Equity
(PIPE) investments?
Outside of the General Partner, will any non-limited partners invest or own an interest in the
Fund's portfolio investments?
1.9
Does the Firm have any existing business lines that are unrelated to the Fund's investment
strategy?




5

5.0
Team
Yes
No
5.2
Has a "Key-Person" event occurred in the Firm's history?
Yes
No
5.3
Yes
No
5.4
Yes
No
6.0
Alignment of Interests
6.1
Will any of the Firm's principals or affiliates invest in the Fund as a limited partner?
Yes
No
Yes
No
6.3
Yes
No
6.4
Yes
No
Yes
No
6.6
Will carry payments and allocation associated with the Fund be audited on an annual basis?
Yes
No
6.7
Were there any carry clawback situations in any of the Firm’s prior funds?
Yes
No
8.0
Fund Terms
8.1
Has the Firm endorsed the ILPA Private Equity Principles?
Yes
No
Yes
No
Yes
No
9.0
Governance
9.1
Does the Firm have a Socially Responsible Investing (SRI) policy?
Yes
No
9.2
Is the Firm a signatory to the United Nations Principles for Responsible Investing (UNPRI)?
Yes
No
Yes
No
Yes
No
Yes
No
9.6
Does the Firm obtain Environmental Impact Studies for any portfolio company investments?
Yes
No
8.3
If yes to 8.2, will the terms in such side letters be offered to all limited partners that request them?
8.2
Have any prospective investors in the Fund received any side agreements or rights (“side letters”),
whether in writing or verbally?
Will any commitments from the General Partner and/or any of its principals be financed with
deferred management fees?
Have carry payments and allocation in prior funds been audited to ensure they reflect the terms
and conditions in the Limited Partners Agreement?
5.1
Are there any known conditions (health, financial, litigation, personal, etc.) of any of the Firm's
principals that might influence their ability to execute their duties to the Fund or Firm?
6.5
Will any commitments from the General Partner and/or any of its principals be financed with
assets from another investment?
9.4
Does the Firm have policies that encourage portfolio companies to adopt external standards and
codes (such as the United Nations Global Compact)?
9.3
Is the Firm and/or affiliated entity organized in a country that is a member of the Organisation
for Economic Co-operation and Development (OECD)?
Is the Firm aware of any significant departures that are expected to occur between now and the
end of the Fund's investment period?
In addition to any "Key-Person" event, were there any significant staff departures over the life of
the previous fund?
9.5
Does the Firm have a written policy on the handling and safeguarding of any material, non-public
information?
Will any commitments from the General Partner and/or any of its principals be leveraged or
loaned?
6.2



6

11.0
Track Record/Performance
11.1
Have there been any changes to the valuation method used in prior funds over the past 5 years?
Yes
No
Yes
No
11.3
Will the Fund follow the IPEV Valuation Guidelines?
Yes
No
11.4
Will the Fund be valued by an independent, 3rd party valuer?
Yes
No
12.0
Reporting/Accounting/Legal
Yes
No
Yes
No
12.3
Is there any pending litigation against the Firm, its affiliated entities and/or its principals?
Yes
No
Yes
No
12.5
Is the Fund’s audit firm affiliated with the Firm or any of its principals?
Yes
No
Yes
No
12.7
Have any funds managed by the Firm ever received a qualified audit opinion?
Yes
No
Yes
No
12.9
Does the Firm receive an assessment of its internal controls (e.g. SAS 70) on a periodic basis?
Yes
No
12.10
Yes
No
12.11
Will fund administration for the Fund be outsourced?
Yes
No
12.12
Yes
No
Does the Firm use a standard IT package and/or internally developed software for business
functions like portfolio management, trade order management, administration and risk
Have any of the Firm’s portfolio investments ever received a qualified audit opinion?
12.4
Have any of the Firm’s principals ever been accused and/or convicted of fraud or
misrepresentation?
12.1
Have there been any criminal or administrative proceedings or investigations against the Firm, its
affiliated entities and/or its principals?
12.2
Have there been any investigations by an industry regulatory body of the Firm, its affiliated
entities and/or its principals?
Does the audit firm provide any non-audit services to the Fund, Firm or any principals or
affiliates?
12.8
11.2
Is the investment performance included in the Firm’s marketing materials Global Investment
Performance Standards (GIPS) compliant?
Will the Fund's standard reporting package include the content found in the ILPA Reporting Best
Practices and Standardized Capital Call and Distribution Templates?
12.6













7

Short Answer Questions


1.0

Firm
:

General

Information


1.1.

Provide a b
rief overview of the
Firm
,

including

information on
the
founding
,
subsequent history

and
information on the
predecessor

firm
and/
or parent firm
.

Describe

any plans to change or expand the
Firm (entering/exiting business lines, office locations, etc.) over the next 5 years.

1.2.

Provide an overview (including

chart) of the ownership structure of the
Firm
,
its
relevant investment
advisors

and any parent organizat
ion. Include percentage ownership, ownership vesting schedules,
and any changes in ownership over the last 10 years. Include details on the timing and rational for each
significant ownership change. State any limitations on the ability of the principals

to assign their
interests in the General Partner.

1.3.

Provide an overview (including

chart) of the management/organizational structure of the
Firm
,
including back office personnel. Discuss the Firm’s succession plans.

1.4.

Provide an overview of all investing, ad
visory or other business activities performed by the Firm. List
all investment vehicles previously managed by the Firm, including predecessors to the Fund, vehicles
with different investment strategies than that of the Fund and separate accounts managed b
y the Firm.
Include information on the fee structures for each vehicle. If the Firm entered into any joint ventures

with another manager
, describe the structure, governance and

economics of the relationship. Discuss
the Firm’s fundraising plans over the

next 5 years.


1.5.

Provide information regarding the Firm’s liquidity and capitalization.

If applicable, provide any debt
service requirements on the Firm. Are there any per
sonal guarantees involved? If so, by whom
?

1.6.

List all office facilities the Firm has operated (year opened, year closed, total investment staff, total
current staff and
staff

roles).

D
iscuss

the co
-
operation and communication between the Firm’s various
offices.

1.7.

Describe the role of the Firm’s Advis
ory Board and p
rovide a list of the
board m
embers (include names,

affiliations and biographies).
Detail all matters referred to the Advisory Board including any currently
unresolved matters
.

Describe any
additional
governing/advisory bodies that impact t
he management
or investment activity of the Firm (e.g. CEO Circle, operating committee, management affiliate, etc.)
.

1.8.

Provide a brief description of the Firm’s culture
.

1.9.

If applicable, d
escribe any additional outside activities,
including the

associated time

commitments, of
the
Firm or its

principals
.

2.0

Fund
: General

Information

2.1.

Provide the legal and tax str
ucture of the Fund (including
chart).

If available, provide a tax
-
structuring
memo prepared by an external advisor that describes the tax structure of the Fund.

Describe any
distinctive features.

2.2.

Detail the fundraising timeline
,

including
each of
the actual or anticipated closing date
s
.

St
ate the total
commitments received to date and, if available, the names, contact details and amounts committed by
each investor.


Describe the provisions regarding the admission of additional investors.


2.3.

Discuss the Firm’s ability to in
vest at the Fund’s
targeted size. Address any significant change in
f
und
size compared to the
previous

fund
, including the impact on co
-
investing with
limited partners

and
non
-
limited partner
s
.

2.4.

How many investments does the Fund expect to make? What is the expected pacing?

2.5.

List any investors in the
previous

fund that will not participate in the Fund,
and
provide reasons

for
their non
-
participation
.

L
ist all secondary sales of
l
imited
p
artner interests in the
two
previous
funds.

2.6.

If applicable, provide details
for
the Fund’s

investments made to date
.

If no investments to date, when
do you expect the Fund to begin investing? When do you expect the Fund to begin charging
management fees?


8

2.7.

State the Fund’s policy regarding co
-
investments with other
f
unds, other affiliates and/o
r
l
imited
partners.

How will these
co
-
investment
opportunities be allocated? If applicable
, provide
examples

of
past co
-
investments
.

2.8.

State the Fund’s ability to borrow

capital, as well as any limits on borrowing capacity.

2.9.

Provide an

annualized
pro
-
forma
budget for the life of the Fund
,

detail
ing

the expenses/costs required
to conduct the business of the
Fund
.


For comparison purposes, provide similar budgets over the course
of the two
previous

funds.

2.10.

Discuss the anticipated composition of the Fund’s Advis
ory Board. Provide a list (with contact
information) of
l
imited
p
artners that have already agreed to participate on the board.

3.0

Investment Strategy

3.1.

Summarize the Fund’s investment strategy

and types of transactions the Fund will pursue.


Include
details on

anticipated transaction size
s (including minimum/maximum)
, investment pace, holding
periods
, geographic focus
,

industr
y/sector focus,
investment stag
e

and other relevant
characteristics)
.
Provide detail on the Fund’s diversification strategy in terms of
number of investments, geographical
concentration and sector allocations.

3.2.

Describe the background and evolution of the Firm’s investment strategy.
Provide a timeline of this
evolution, including when additional strategic platforms (if applicable) were added to the Firm’s
offerings.
Provide examples of investments that demonstrate this evolution.
Discuss how the Fund’s
investment strategy compares t
o the
previous

fund
.

Is the
Firm’s/Fund’s
investment strategy expected
to change in the future?



3.3.

Describe the Firm’s competitive advantages and d
iscuss how the Firm is abl
e to produce replicable
returns.

3.4.

Describe the
Firm
’s preference for

being a control
, minority, joint or sole investor. Detail this preference
historically.
What controls and rights does the Firm seek when executing investments?

3.5.

Describe the typical investment structure. Discuss the use of leverage at the portfolio company level
and state the targeted leverage levels (%) of a typical investment.

How has the Firm’s use of leverage
evolved between
this fund and
the
prior

funds?

P
rovide examples of investments that demonstrate this
evolution.

3.6.

Describe

any investments that will not be considered.

Are there any factors that would automatically
end a potential a deal? If so, explain.

3.7.

D
iscuss

the risk factors of the Fund’s investment strategy (e.g. political risk, econo
mic, financial,
technology,
business cycle
, etc.
) and the steps taken to mitigate these risks.

3.8.

Discuss the Firm’s approach to working with existing or new management teams

at po
rtfolio
companies
.
Describe
(citing examples)
the strategies that are used to incentivize portfolio company
management teams.

3.9.

Discuss
the methods used by the Firm to create value for its portfolio companies

(restructuring,
strategic

re
-
positioning
,
leveraging
, operational

improvements
, etc.).

Include data showing where and
how value has been created in previous investments

and i
nclude case studies to illustrate the Firm’s
value creation capabilities.


3.10.

W
hat
is

the targeted
return profile (gross I
RR
,
money multiples, etc.
) for each investment?
What is the
expected holding period?

3.11.

Provide examples of investments that were in
violation

of their debt covenants during the course of the
Firm’s investment. Provide a brief description of the covenant breach, the lessons learned from the
situation and examples of steps taken in subsequent investments to prevent the same situation from
repeat
ing itself.



9

4.0

Investment Process

4.1.

Describe the Firm’s deal sourcing capabilities and the process used to identify attractive investment
opportunities. Wha
t criteria are used to assess an investment’s
attractiveness?

Describe the robustness
of the Firm’s
proprietary network of contacts used to identify opportunities.

4.2.

Describe the F
irm
’s due diligence process. How is the due diligence process staffed
,
conducted

and
documented?

How long is the

due diligence process?
Will the deal team be in charge of th
e investment
until exit
,

or will other professionals be assigned post
-
acquisition?

Include details on any due diligence
checklists
,
internal reports, financial models and investment committee documents prepared.



4.3.

Discuss the Firm’s due diligence process
as it relates to protecting against fraud and corruption prior to
acquiring a
n investment
.
Describe how the Firm checks and verifies the chain of title for all real assets,
collectables and real estate.
If applicable, provide examples of fraud or corrupt
ion that was identified in

a

potential investment and how it was identified.

4.4.

Provide details on the Firm’s internal decision
-
making and approval process
,

including
details

on the
role and composition of the Firm’s Investment Committee.

4.5.

Provide examples
of provisions that the Firm
incorporates

in contracts to protect
its

investment
s
.

4.6.

Discuss the
Firm
’s approach to the valuation of investment opportunities and pricing discipline.

4.7.

Discuss the Firm’s portfolio investment monitoring policy
,

including details about contact
events

(weekly, quarterly, board meetings, etc.).

What information is required to be reported by the portfolio
investments
?


Discuss the Firm’s approach to board representation at its portfolio companies
.

4.8.

How many

acti
ve portfolio companies

is each investment professional responsible for?
In addition to
active investments, how many deals in your pipeline is each investment professional responsible for?
How were these number determined and how have they evolved over th
e Firm’s history? What is the
Firm’s process for handling bandwidth during periods of peak activity?

4.9.

Describe the Firm’s criteria for evaluating follow
-
on investments.

Include a description of the Fund’s
provisions for capital recycling and follow
-
on res
erves.

4.10.

Discuss the Firm’s strategy/
criteria/
plan for exiting
investments
. Include an analysis of past exits (IPO,
trade sale, financial buyer
, etc.
).

Provide examples that
illustrate the Firm’s decis
ion
-
making for
choosing
the

type of exits.

4.11.

Describe the

Firm’s policy on IPOs. If applicable, include information about any dedicated group that
monitors the public markets in anticipation of an IPO.

4.12.

Describe how the Firm protects against fraud and corruption post
-
investment. If applicable, discuss
any fraud

and/or corruption that was detected in prior investments.

4.13.

Describe the Firm’s processes, if any, to monitor and verify the supply chains of the portfolio
companies. If applicable, are portfolio companies typically members of organizations such as the
Fair
Labor Association?

4.14.

If applicable, provide examples of leveraging management/capabilities of one investment to help
another investment.

5.0

Team

5.1.

Provide an overview of the Firm’s investment professionals, including the shared work history of the
most senio
r professionals. Also provide a description of each
job title, detailing the responsibilities held
by junior, mid
-
level and senior staff.

5.2.

Describe the Firm’s recruitment plans and procedures for hiring staff. To what extent are background
checks involved

and how are objective references obtained?

5.3.

Discuss the Firm’s approach to staff retention and training. Discuss the Firm’s historical experience in
this area
.


Discuss any promotions that took place over the last year.

5.4.

Provide an overview of the Fund’s

K
ey
-
P
erson


provision. How has this provision changed
since

the
previous

fund?


10

5.5.

If applicable, describe the circumstances of any

K
ey
-
P
erson


event in the Firm’s history. Describe the
steps taken by the Firm to remedy the situation and the subsequent impact on any
F
irm policies.

5.6.

If applicable
,

describe

any known conditions (health, financial, litigation, personal, etc.) of any of the
Firm's pr
incipals that might influence their ability to execute t
heir duties to the Fund or Firm.

5.7.

If applicable, describe any
significant

departures that are expected to occur between now and the end of
the Fund’s investment period.

6.0

Alignment of Interests

6.1.

Describe
the compensation structure (salary, bonus, group/ind
ividual performance incentives,
profit
sharing, equity ownership, carried interest, etc.) for all
principals
. Include details on the allocation of
the carried interest among principals and others inside/
outside the organization. How does this
compare with the
previous

fund

s

carry split?
Provide details on any separate compensation
arrangements outside the partnership.

6.2.

How is the carried interest vested for those parties that participate?

What happens

to
the
unvested
carry of leavers?

6.3.

Describe how the General Partner’s contribution for investment
s is allocated among the team.

6.4.

Describe how the General Partner’s contribution for investments will be financed.

6.5.

If applicable, describe how any principal or

affiliate of the General Partner will invest in the Fund

(outside of the General Partner’s commitment)
.

7.0

Market Environment

7.1.

Describe the markets in which the Fund
will operate

and
provide an overview of the current

opportunities
.
Why is the opportunity to invest in this
market

particularly attractive
during the
Fund’s
investment period
?

7.2.

Discuss how the current market environment compares
/differs
to that of
p
rior
f
unds
.


7.3.

Discuss the Fund’s pipeline of new investments
.

How does the
pipeline differ from
prior

funds?

7.4.

Describe and list the Fund’s
direct
competitor
s
. Include details on

competitors

for individual
investment

opportunities during the investment phase of the
previous

fund
.

8.0

Fund Terms

8.1.

Provide a summary of notable deviations from
the
terms detailed in the
ILPA
Private Equity Principals
.

8.2.

Provide a summary of notable deviations from
the
terms
of the
previous

fund.

8.3.

Describe
the
Fund’s carried interest charge by the General Partner and its b
asis (e.g. whole fund or deal
-
by
-
deal). Include details on calculating the carried interest for in specie distribution
s

(
spreadsheet
preferable)
.


State the Fund’s clawback provision and w
hether it is guaranteed by the General Partners
on a joint or several basis.

8.4.

P
rovide a worked example of the Fund’s distribution waterfall. (
spreadsheet

preferable).

8.5.

Describe the Fund’s policy for making cash or in specie distributions. Provide details
on the prior
history of in specie distributions.

8.6.

State the Fund’s management fees and other amounts payable to the General Partner, including the
frequency and the
formulas used to determine such fees. Describe the allocation of fees (e.g. transaction
fee
s, investment banking fees, monitoring fees, director

s fees, etc.) between the General Partner and the
Fund.

8.7.

State the Fund’s provisions regarding the transferability of partnership interests.

8.8.

State the standards of indemnification that apply to the Gener
al Partners and related parties.




11

9.0

Governance

9.1.

D
etail any conflicts of interest (potential, current and historic
)

within the Firm
,

and explain how
they

are/have been managed and disclosed.


9.2.

How will investment opportunities be allocated between active funds?
Discuss any

funds and
/or

separate accounts with potential allocation considerations.

9.3.

What is the Firm
’s policy of personal investments by
any employees or affiliates

in deals reviewed by

the G
eneral
P
artner

(both accepted and r
ejected)? If applicable,

provide a list of all previous
investments of this nature.

9.4.

Disclose all investments made by prior funds where team members owned an interest in the company
prior to the Fund’s investment.

9.5.

D
escribe the Firm’s policies

on the handling and safeguarding of any material, non
-
public information?
How are these policies communicated to employees?

9.6.

If applicable, describe the types of investments for which the
Firm obtain
s

Environmental Impact
Studi
es?
H
ow
do these studies impact
the Firm’s investment decisions
?


10.0


Risk / Compliance / ESG

10.1.

Discuss the Firm’s risk management. What types of risks are monitored and how are they measured?
Are their dedicated employees assigned to the risk monitoring fu
nction?


10.2.

Discuss the Firm’s compliance policies. Include information on the procedures and internal controls in
place to prevent the Fund from being used to launder money, finance terrorist activities or to be used
for personal gain.

10.3.

Envir
onmental, Social

& Governance (ESG)

Disclosures
:

10.3.1.

What
are the Firm’s

ESG
-
related policies and how do ESG factors in
fluence
its

investment
beliefs?

10.3.2.

How
does the Firm

identify and manage material ESG
-
related risks and use ESG factors to
create value?

10.3.3.

How do
es

the Firm

contribute to portfolio companies’ management of ESG
-
related risks and
opportunities?

10.3.4.

How can LPs monitor and, where necessary, ensure that the
F
und is operating consistently
with agreed ESG
-
related policies and practices?

10.3.5.

What is
the Firm’s

approach to m
anaging and disclosing material ESG
-
related incidents at the
GP and portfolio companies?

11.0


Track Record

/ Performance

11.1.

Discuss all
active/exited
investments with a
n

investment
multiple below 1.0x (what went wrong, action
taken, lessons learned
, etc.
).


How and when would outside experts be brought in?

11.2.

For portfolio companies that were exited via an IPO, provide the offering price and a graph from the
time of the listing
,

and indicate when the fund sold and/or distributed shares
.


Please a
l
so indicate if

any

prior fund sold its interests at the

time

of the IPO
.

11.3.

Describe the most appropriate private and public market benchmarks for your three most recent funds
(of the same strategy).
Compare the
l
imited
p
artner returns of the prior funds with
the
relevant

private
and public market benchmarks.
Describe

the consistency and dispersion of the returns.

12.0


Reporting
/
Accounting

/
Legal

12.1.

If applicable, describe any
past
criminal

or administrative proceedings or investigations against the
Firm
,
its

affiliated entities
and/
or
its principals.

12.2.

If applicable, describe

any
past
investigations
by an industry regulatory body of

the Firm, its affiliated
entities and/or its principals.


12

12.3.

If applicable, describe any pending
or ongoing
litigation/investigation

against the Firm,
its

affiliated
entities
and/
or
its principals.

12.4.

If applicable, describe any
accusation and/or conviction of fraud or
misrepresentation against any of
the
Firm’s
principals
.

12.5.

Describe any qualified audit opinions that have been received by
the Firm or any of its portfolio
investments.

12.6.

Describe the activities of the Firm’s support functions (Finance and Fund Administration, Human
Resources, Compliance/Legal, etc.)
.

12.7.

Identify all third parties providing services to the
Firm or F
und

(e.g. law fi
rms, custodians, fund
administrators, prime brokers, consultants, banks, etc.). Include

contact information
, length of
relationship

and
a
brief description of their role
.
How does the Firm manage counterparty risk related
to the above
-
mentioned third
party arrangements?

12.8.

What types of insurance coverage does the Firm maintain (e.g. fidelity bond insurance, errors and
omission insurance, directors and officers insurance, other)?

Provide a summary of any material claims
made against these policies in the

last five years.

12.9.

Describe the Fund’s internal accounting.
What accounting principles does the fund operate under?
Has the Firm established an internal audit function
? If so, how often are internal control audits
performed?
Has

there been any major c
ontrol weaknesses identified from the audits? If so, what is the
Firm doing to resolve the identified weaknesses?

12.10.

P
rovide a list
and description
of
the
software systems used

by the Firm, as well as

the platform
(s)

these
systems are running on.

12.11.

Detail the

processes and procedures for capital movements (capital calls, transfers of cash, investment
acquisitions, and distributions).


12.12.

Detail how the Firm’s policies (Compliance Manual, Code of Ethics, etc.) are supervised, monitored and
enforced.

12.13.

Describe how
your standard reporting package compares to the
ILPA Reporting Best Practices and
Standardized Capital Call and Distribution Templates
.




13

Requested

Documents

(if applicable)


1.

Chart:
Firm o
wnership structure

2.

Chart:
Firm m
anagement/
o
rganization
al

structure

3.

Chart:
Fund

legal/tax structure

4.

All

audited annual and
unaudited
quarterly reporting packages sent to
l
imite
d
p
artners for each active prior
fund

5.

E
xamples of capital call and
distribution notices

6.

Limited Partnership Agreement (LPA): Provide current version of the
Fund’s
LPA and a black
-
lined version of
the
previous

fund

7.

Private Placement Memorandum (PPM)

of the Fund

8.

PPM and LPA of
the previous

f
und

9.

Annual G
eneral Meeting materials for
last 2

years

10.

Firm’s most recent r
egulatory
body
registration/disclosure form (i.e. Form ADV)

11.

The Partnership A
greement of the General Partner

12.

The audited financial statements of the Firm for the last 3 years

13.

The Investment Advi
sory Agreement between the Fund and the General Partner

14.

Presentation materials and minutes
of
all

advisory board meetings held over the last 2 years

15.

Disaster Recovery Plan

(should include location of back
-
up data)

16.

Business Continuity Plan

17.

Valuation Policy

18.

Risk
Management

Policy

19.

Copies of all side agreements or rights (“side letters”) the Fund has entered into

20.

Compliance Manual

21.

Code of Ethics
/Conduct

22.

Conflicts of Interest

Policy

23.

Personal Trading

Policy

24.

Completed due diligence report/investment recommendation

for two recent investments




14

Templates:

T
eam
*



Team


Investment Professionals (current)

For all current
i
nvestment
p
rofessionals, provide detailed information on professional background, rol
e at firm and time allocation:

o

First Name

o

Last Name

o

Current
Title

o

Original Title When Hired

o

Birth Year

o

Date Joined Firm

o

Date of Most Recent Promotion

o

Total Years of Relevant Experience

o

Previous Professional Experience

(including years at each
company
)

o

Education

o

Investment Committee Role

o


Key
-
Person


Status

o

Directorships Held (portfolio
company, external, non
-
profit, etc.
-

including details on roll and
monthly time commitments)

o

Investments Responsible
F
or

(lead)

o

Investments Responsible
F
or

(non
-
lead)

o

Targeted
Number of Investments
Responsible For

o

Average Number of Days Spent on
Each Investment per month

o

Time Allocation
%
(1 of 2)
:




Deal Sourcing



Deal Execution



Portfolio Monitoring



Operations



Marketing



Investor Relations



Administration



Non
-
Fund Initiatives



Other

(please explain)

o

Time Allocation
%
(2 of 2)
:



New Fund



Existing Fund
s/Other


Team


Non
-
Investment Professionals (current)

For all current non
-
i
nvestment
p
rofessionals, provide detailed information on professio
nal background and role at firm:


o

First Name

o

Last Name

o

Title

o

Role (IR, Finance, etc.)

o

Birth Year

o

Date Joined Firm

o

Total Years Relevant Experience

o

Previous Professional Experience

o

Education



Team (
leavers
)

Provide details on all
i
nvestment
p
rofessional and
s
enior non
-
i
nvestment
p
rofessional departures over the past 10 years
:

o

First Name

o

Last Name

o

Title

at Departure

o

Date Joined Firm

o

Date Departed Firm

o

Current Status
(Employer/Education/

Retired/Etc.)

o

Reason for Departure

o

Investments Responsible F
or

(lead)

o

Investments Responsible F
or

(non
-
lead)























*if applicable, all templates should be provided in spreadsheet format



15

Templates:

References
*



References


General

Provide a broad cross
-
section of references (e.g. co
-
investors, deal sources,
attorneys
, bankers, ac
countants, personal references):
o

First Name

o

Last Name

o

Title

o

Company

o

Relationship Type

o

Phone Number

o

Email Address



References


Portfolio
Companies


Provide references at all portfolio
companies in the last two funds:
o

First Name

o

Last Name

o

Title

o

Company

o

Phone Number

o

Email Address



References


Service Providers (
due diligence
)

If applicable, provide a list of all
service providers used in the due diligence process (accountants, attorneys, consultants,
custodians, prime brokers, etc.)

over the past 5 years:
o

First Name

o

Last Name

o

Title

o

Company

o

Relationship Type

o

Phone Number

o

Email Address



References


Limi
ted Partners

List all
l
imited
p
artners in the
previous

fund:
o

Name of Institution

o

Investor Type (Public Pension,
Endowment, SWF, etc.)

o

First Name

o

Last Name

o

Title

o

Phone Number

o

Email Address

o

Admission
Source
(1st close, 2nd
close, secondary purchase,
etc.)

o

Commitment Amount



References


Advisory Board Members

Provide a list of advisory board members in the
previous

fund:
o

Institution Name

o

Investor Type (Public Pension,
Endowment, SWF, etc.)

o

First Name

o

Last Name

o

Title

o

Phone Number

o

Email Address


References


Auditors

Provide the contact information for the auditor of the Fund and of all prior funds
:


o

Firm Name

o

Fund(s) Audited

o

First Name

o

Last Name

o

Title

o

Phone Number

o

Email Address


References


Placeme
nt Agents

List all placement agents and fundraising advisors used during fundraising
:


o

Firm Name

o

First Name

o

Last Name

o

Title

o

Phone Number

o

Services Provided

o

Payment Structure/Amount






*if applicable, all
templates should be provided in spreadsheet format




16

Templates
:

Fund
*



Performance
& Attribution
: Fund

Provide summary
data for all prior funds, including:


o

Fund Name

o

Vintage Year

o

Date of Initial Capital Call

o

Fund Size

o

Total LP
Contribut
ions

(
incl. fees)

o

Total LP Contributions (excl. fees)

o

Total LP
D
istribut
ions

o

Current NAV

(
a
ll LPs)

o

Net IRR

(a
ll LPs)

o

Gross

IRR

(a
ll LPs)

o

Total Value to Paid
-
In (
TVPI
)

(
a
ll
LPs):




Net of Fees



Gross of Fees

o

Distribution Value to Paid
-
In
(
DVPI
)

(
a
ll LPs):



Net
of Fees



Gross of Fees

o

Reported Value to Paid
-
In (
RVPI
)

(
a
ll LPs):



Net of Fees



Gross of Fees

o

Total # of Investments Made

o

Total # of Investments Remaining

o

Average Age of All Investments

o

Total Fees Collected from Portfolio
Companies (incl. fees that accrued

to benefit of LPs)

o

Total Fees Collected from Portfolio
Companies (excl. fees that accrued
to benefit of LPs)

o

Total
Realized
Carry to Date

o

Total
Current
Es
timated Unrealized
Carry

o

Total
Current
Clawback Balance (if
applicable)



Cash
Flows: Fund

Provide detailed cash flows

(incl. stock distributions)

for each
p
rior
f
und
on a
since inception

basis
,
as well as the
Net Asset Values
attributable to the most recent quarter. Cash flow
and NAV
data
should be

broken down between
all
l
imited
p
artners and the
General Partner. This information should allow for the calculation of
net/gross
I
RRs and multiples for each fund:

o

Date of Cash Flow

o

Amount

o

Type of Flow

(Call, Cash
Distribution, Stock Distribution,
etc.)

o

Current

NAV

o

Ca
sh Flow Description (Investment,
Fees, Operation, etc.
)
































*if applicable, all templates should be provided in spreadsheet format




17

Templates:

Portfolio Investments
*



Deal Log

Provide a copy of the Firm’s deal flow log
for all investments reviewed over the last 5 years, where the General Partner either, (i)
expressed a level of interest; (ii) commenced due diligence; and/or (iii) generated a letter of intent. Include information

on the
source and estimated transaction
size of the investment opportunity. If sourced via auctions, include a breakdown by auction type
(broad auction, limited auction, negotiated, etc.)
:
o

Date of Opportunity

o

Investment Name

o

Short Description of Opportunity

o

Source of Opportunity

o

Deal Log Status

(i.e. how far the
opportunity
was diligenced
)

o

Type of Auction (if applicable)

o

Estimated Total Transaction Size

o

Estimated Fund Investment Size



Performance
& Attribution
: Portfolio Investments

Provide summary tables of all realized and unrealized investments in
prior
funds. Debt and Equity positions should be reported
separately
.
All spin
-
offs and partial divestitures should be properly notated in the table (
if necessary,
provide
additional
ex
planation in a supplemental table). All v
alues should be denominated in the respective Fund’s base cu
rrency:


o

Investment Name

o

Status (realized/unrealized)

o

Fund Name

(if cross
-
fund
investment, separate transaction by
each fund)

o

Fund Currency

o

Transaction Currency

o

Initial Investment Date

o

Seller Name

at Entry

o

Exit Date

o

Buyer Name

at Exit

o

Short Business Description

(< 4
words)

o

Sourcing
of Opportunity

(< 4
words)

o

Sector/Industry

o

Geography: Headquarters

o

Geography: Base of Operations

o

Geography: Prima
ry Market

o

Value Creation Thesis

(
< 4 words
)

o

Security Type

o

Number of Shares
/Units

o

Lending Syndicate


Creditor
Names

o

Investment Metrics


Entry
(denominated in Fund currency as
of
initial
investment date):



Ownership % (fully diluted
)



Total Number of Board S
eats



Firm’s Number of Board
Seats



LTM
EBITDA



LTM
Revenue



Enterprise Value



Equity Value



Net Debt

o

Investment Metrics


Current/Exit
(denominated in Fund currency as
of current/exit date
)
-

Firm should
also provide since
-
inception, compound
annual growth rates (CAGR) for all
applicable
metrics
:



Ownership % (fully diluted)



Total Number of Board Seats



Firm’s Number of Board
Seats

(if applicable)



LTM
EBITDA




LTM
Revenue



Enterprise Value



Equity V
alue



Net Debt

o

Total Invested

Capital to Date (a)

o

Current
Investment
Cost

(b)

o

Total Proceeds

to Date (c)

o

Current
Reported Value

(d)

o

Gross

IRR



Total Value to Paid
-
In (
TVPI
)

((c+d)/a)
)



Distribution Value to Paid
-
In
(
DVPI
)

(c/a)

o

Reported Value to Paid
-
In (
RVPI
)

(d/a)

o

Unrealized Gain/Loss (d
-
b)

o

Valuation Methodology (market
multiples, DCF, etc.)

o

Deal Team Member

1

(for
attribution)

o

Deal Team Member

2

(for
attribution)

o

Deal Team Member

3

(for
attribution)

o

Deal Team Member 4

(for
attribution)

o

Co
-
Investors (
Non
-
LPs
-

include
ownership % and equity invested)

o

Co
-
Investors (LPs
-

include
ownership % and equity invested)

o

In Compliance with Covenants

(Currently)
? (Y/N)

o

In Compliance with Covenants (at
all

point
s

during life of
investment)? (Y/N)




Cash

Flows: Portfolio Investments

Provide detailed cash flow information for each realized and unrealized investment made by the General Partner. If applicabl
e,
provide detailed cash flow information for each deal previously completed by each key
p
rin
cipal prior to joining/forming the
General Partner. This information should allow for the calculation of
gross
IRRs and multiples for each investment. Values
presented should reconcile to the funds


financial statements
:
o

Fund Name

o

Date of Cash Flow

o

Portf
olio Investment Name

o

Amount

o

Type of Cash Flow

o

Cash Flow Description

o

NAV

(Most Recent)


*if applicable, all templates should be provided in spreadsheet format




18

Templates:

Portfolio Investments (cont.)
*



Fee Schedule: Portfolio Investments

Provide detailed cash flow information related to all fees charged to portfolio compani
es:

o

Date of Cash Flow

o

Amount

o

Portfolio Investment Name

o

Type of Fee (Director

s
Fee,
Monitoring F
ee, etc.)


Debt Maturities

For all unrealized investments provide debt covenant details. Provide data
for
3 years prior to the investment
,

through the
ownership
:

o

Investment Name

o

Total Current Debt

o

Debt Maturities per
Y
ear


Investment Details:
Portfolio Investments

Each page is designed to give the
l
imited
p
artner a qualitative and quantitative synopsis on each investment
(realized & unrealized)
and should include:

o

Overview
:


Investment Name



Detailed
Business
Description



Detailed S
ourcing information



Detailed Value Creation Thesis



Transaction
S
ummary



Significant Post
-
Investment
Developments
(incl. any covenant
breach)


o

Financial Tables

-

Provide
annual
data for 3 years prior to the investment
through the ownership
:



Revenue



EBITDA



Revenue / EBITDA
CAGR



Debt

Balance



Equity
Balance



Other Relevant Metric
s


o

Current Status:


Company Assessment (
e.g.
On Plan, Above Plan, Below
Plan)



Capitalization
Table (t
ab
le format is not rigid, please
adjust as appropriate for relevant portfolio company)



Recent Events and Key Initiatives



Valuation
M
ethodology/
A
ssumptions (including a list of
comparable companies)



Valuation
B
ridge (including commentary on
changes/drivers)



Provide information for each add
-
on acquisition



Describe the expectations regarding future cash flow
needs, valuations and realization event
s




General Partner
-
Appointed Board Members















*if applic
able, all templates should be provided in spreadsheet format