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Contract analysis / draft-investor-questionnaire.docx
draft-investor-questionnaire.docx
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Section 1.1 — Legal Name and Type
Section 1.1 — Legal Name and Type Full Legal Name of Investor: Briarwood Family Office LLC Short Name / Trade Name (if any): Briarwood; BFO Entity Type: Limited Liability Company Jurisdiction of Organization/Formation: State of Delaware Date of Formation: 2007 Description: Briarwood Family Office LLC was established in 2007 for the purpose of managing the wealth and investment activities of the Hargrove family. BFO s
Section 1.2 — Principal Office Address
Section 1.2 — Principal Office Address
Section 1.3 — Registered Agent (Jurisdiction of Formation)
Section 1.3 — Registered Agent (Jurisdiction of Formation)
Section 1.4 — Mailing Address (if different from Principal Office)
Section 1.4 — Mailing Address (if different from Principal Office) Same as principal office address set forth in Section 1.2 above. Different from principal office address (if checked, provide below): N/A
Section 1.5 — Contact Information
Section 1.5 — Contact Information Primary Contact Person: Alternative Contact Person:
Section 1.6 — Authorized Signatory
Section 1.6 — Authorized Signatory Name of Authorized Signatory: Julian R. Hargrove Title: Managing Director & Chief Investment Officer The undersigned authorized signatory hereby confirms that he or she has the full power and authority to execute the Subscription Agreement and all related documents, including this Questionnaire, on behalf of the Investor. Such authority is derived from the Investor's Amended and Res
Section 1.7 — Legal Counsel to Investor
Section 1.7 — Legal Counsel to Investor Calderwood & Harkness LLP has been retained by Briarwood Family Office LLC as outside counsel in connection with the review, negotiation, and documentation of BFO's proposed investment in Fund IV, including the review of the Governing Documents, the negotiation of the proposed Side Letter, and the preparation of this Questionnaire and the Subscription Agreement.
Section 1.8 — Proposed Capital Commitment
Standard
⚑ Commercial term
Section 1.8 — Proposed Capital Commitment Amount of Proposed Commitment: $75,000,000 (Seventy-Five Million Dollars) Fund Target Size: $1,500,000,000 Percentage of Fund Target: 5.0% Fund Hard Cap: $1,750,000,000 Percentage of Fund Hard Cap: Approximately 4.29% The proposed capital commitment set forth above is subject to the final approval of BFO's Investment Committee, as described in Section 1.6 above, and the execu
Section 1.9 — Source of Funds
Section 1.9 — Source of Funds Description of Source of Funds: The funds to be used by the Investor to satisfy capital calls in respect of the Investor's commitment to the Fund will be drawn from investment assets managed by Briarwood Family Office LLC on behalf of the Hargrove family. The Hargrove family's wealth was originally derived from commercial real estate development activities conducted in the northeastern U
Section 2.1 — Accredited Investor Status
Section 2.1 — Accredited Investor Status The Investor hereby represents and warrants that it is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended. Is the Investor an accredited investor? Yes — The Investor is an accredited investor. No — The Investor is not an accredited investor. Basis for Accredited Investor Status. Please check the applicable category o
Section 2.2 — Qualified Purchaser Status
Section 2.2 — Qualified Purchaser Status The Investor hereby represents and warrants that it is a "qualified purchaser" as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended. Is the Investor a qualified purchaser? Yes — The Investor is a qualified purchaser. No — The Investor is not a qualified purchaser. Basis for Qualified Purchaser Status. Please check the applicable category: A natural
Section 2.3 — Qualified Client Status
Section 2.3 — Qualified Client Status The Investor hereby represents and warrants that it is a "qualified client" as defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended. Is the Investor a qualified client? Yes — The Investor is a qualified client. No — The Investor is not a qualified client. Basis for Qualified Client Status. The Investor qualifies as a qualified client on the basis that it is
Section 2.4 — Knowledgeable Employee
Section 2.4 — Knowledgeable Employee Is the Investor a "knowledgeable employee" as defined in Rule 3c-5 under the Investment Company Act of 1940? Yes Not Applicable — The Investor is not an employee, officer, director, or affiliated person of the General Partner, the Investment Manager, or any of their respective affiliates. PART III — ERISA AND BENEFIT PLAN INVESTOR REPRESENTATIONS
Section 3.1 — ERISA Plan Status
Section 3.1 — ERISA Plan Status Is the Investor an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), which is subject to the provisions of Title I of ERISA? Yes No If "No," proceed to Section 3.2.
Section 3.2 — Benefit Plan Investor Status
Section 3.2 — Benefit Plan Investor Status Is the Investor a "benefit plan investor" as defined in 29 C.F.R. § 2510.3-101(f)(2), as modified by Section 3(42) of ERISA? For purposes of this question, a "benefit plan investor" includes (a) an employee benefit plan subject to Title I of ERISA, (b) a plan described in and subject to Section 4975 of the Internal Revenue Code, and (c) any entity whose underlying assets inc
Section 3.3 — Governmental Plan
Section 3.3 — Governmental Plan Is the Investor a governmental plan as defined in Section 3(32) of ERISA or Section 414(d) of the Internal Revenue Code of 1986, as amended? Yes No
Section 3.4 — Church Plan
Section 3.4 — Church Plan Is the Investor a church plan as defined in Section 3(33) of ERISA? Yes No
Section 3.5 — Investment of Plan Assets
Section 3.5 — Investment of Plan Assets Does the Investor invest the assets of, or hold assets on behalf of, any employee benefit plan, governmental plan, church plan, or other arrangement described in Sections 3.1 through 3.4 above? Yes No Note: In connection with the negotiation of BFO's proposed Side Letter for Fund IV, BFO has sought, and the General Partner has agreed in principle to include, an excuse right pur
Section 4.1 — U.S. Person
Section 4.1 — U.S. Person Is the Investor a "United States person" within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the "Code")? Yes — The Investor is a United States person. No — The Investor is not a United States person. For purposes of this representation, a "United States person" includes, among other persons, (a) a citizen or resident of the United States, (b) a domest
Section 4.2 — Tax-Exempt Status
Section 4.2 — Tax-Exempt Status Is the Investor exempt from U.S. federal income taxation under Section 501(a) of the Internal Revenue Code? Yes No — The Investor is not tax-exempt. If "Yes," please specify the basis for such exemption: N/A
Section 4.3 — UBTI Sensitivity
Section 4.3 — UBTI Sensitivity Is the Investor subject to tax on unrelated business taxable income ("UBTI") under Sections 511–514 of the Internal Revenue Code? Yes No — The Investor is a taxable entity organized as a Delaware limited liability company and is not subject to tax on UBTI. The Investor is not a tax-exempt organization within the meaning of Section 501(a) of the Code, and accordingly, the UBTI provisions
Section 4.4 — FATCA Classification
Section 4.4 — FATCA Classification Is the Investor a "foreign financial institution" or "non-financial foreign entity" within the meaning of Sections 1471–1474 of the Internal Revenue Code (commonly referred to as "FATCA")? Not Applicable — The Investor is a United States person as set forth in Section 4.1 above. Accordingly, the FATCA classification provisions applicable to foreign entities do not apply to the Inves
Section 4.5 — State and Local Tax Considerations
Section 4.5 — State and Local Tax Considerations State of Tax Residence: New York Any Special State Tax Exemptions or Considerations: None indicated. BFO is subject to applicable New York State and New York City taxes on income and gains, if any, allocated to it from the Fund.
Section 4.6 — Tax Reporting Preferences
Section 4.6 — Tax Reporting Preferences The Investor has requested, and the General Partner has agreed in principle through the negotiation of BFO's proposed Side Letter, that the Fund will use commercially reasonable efforts to deliver IRS Schedule K-1 (Form 1065) to BFO within seventy-five (75) days following the end of each fiscal year of the Fund, as compared to the standard delivery timeline of one hundred twent
Section 5.1 — Investment Company Act
Section 5.1 — Investment Company Act Is the Investor an "investment company" as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act"), or a company that would be an investment company but for the exceptions set forth in Section 3(c)(1) or Section 3(c)(7) thereof? Yes — The Investor is a registered investment company. The Investor relies on the exclusion from the definition of "inves
Section 5.2 — Bank Holding Company Act
Section 5.2 — Bank Holding Company Act Is the Investor a bank holding company or an affiliate thereof within the meaning of the Bank Holding Company Act of 1956, as amended? Yes No
Section 5.3 — Volcker Rule
Section 5.3 — Volcker Rule Is the Investor a "banking entity" as defined in Section 13 of the Bank Holding Company Act of 1956 (commonly referred to as the "Volcker Rule"), including any entity that is, or is controlled by, an insured depository institution, a company that controls an insured depository institution, a foreign banking organization, or any affiliate or subsidiary of any of the foregoing? Yes No
Section 5.4 — Public Entity / Governmental Entity
Section 5.4 — Public Entity / Governmental Entity Is the Investor a state, municipal, or other governmental entity, agency, or instrumentality, or a pension fund or similar plan established or maintained by or on behalf of such an entity? Yes No
Section 5.5 — Registered Investment Adviser / Broker-Dealer
Section 5.5 — Registered Investment Adviser / Broker-Dealer Is the Investor registered as an investment adviser under the Investment Advisers Act of 1940, as amended, or as a broker-dealer under the Securities Exchange Act of 1934, as amended? Yes — Registered investment adviser Yes — Registered broker-dealer Yes — Both No PART VI — BAD ACTOR REPRESENTATIONS (RULE 506(d))
Section 6.1 — Bad Actor Disqualification Events
Section 6.1 — Bad Actor Disqualification Events The Investor hereby represents, warrants, and confirms that neither the Investor nor any of its directors, executive officers, general partners, managing members, or other persons listed in Rule 506(d)(1) of Regulation D under the Securities Act of 1933, as amended, has been subject to any "disqualification event" as described in Rule 506(d) of Regulation D. BFO Respons
Section 6.2 — Covered Persons
Section 6.2 — Covered Persons The following individuals have been identified as "covered persons" under Rule 506(d) of Regulation D with respect to the Investor: Confirmation: The Investor hereby confirms that none of the covered persons identified above is subject to any disqualification event described in Rule 506(d)(1) of Regulation D. The Investor further confirms that it has made reasonable inquiry of each such
Section 7.1 — Source of Funds
Medium
⚑ Forum / governing law
Section 7.1 — Source of Funds The Investor hereby represents and warrants that the funds used by the Investor to acquire limited partnership interests in the Fund have been and will be derived from legitimate sources and will not be derived from or related to any illegal activity, including without limitation money laundering, drug trafficking, terrorist financing, tax evasion, fraud, or any other activity that would
Section 7.2 — OFAC Compliance
Section 7.2 — OFAC Compliance The Investor hereby represents and warrants that neither the Investor nor any of its beneficial owners, directors, officers, employees, agents, or affiliates is: (a) a person or entity whose name appears on the list of Specially Designated Nationals and blocked Persons (the "SDN List") maintained by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury, or
Section 7.3 — USA PATRIOT Act Compliance
Section 7.3 — USA PATRIOT Act Compliance The Investor hereby represents and warrants that it has established and maintains an anti-money laundering compliance program reasonably designed to comply with the requirements of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the "USA PATRIOT Act")
Section 7.4 — Beneficial Ownership Information
Section 7.4 — Beneficial Ownership Information Ultimate Beneficial Owner(s): Members of the Hargrove family. BFO is a single-family office that manages investment assets solely on behalf of the Hargrove family. All economic interests in BFO are held, directly or indirectly, by members of the Hargrove family. Controlling Person: Julian R. Hargrove, Managing Director & Chief Investment Officer. Mr. Hargrove exercises c
Section 7.5 — Foreign Corrupt Practices Act
Section 7.5 — Foreign Corrupt Practices Act The Investor hereby represents and warrants that neither the Investor nor any of its directors, officers, employees, agents, or affiliates has, directly or indirectly, made, offered, promised, or authorized, and the Investor will not, directly or indirectly, make, offer, promise, or authorize, any payment or transfer of anything of value to any governmental official, politi
Section 8.1 — Acknowledgment of Placement Agent
Section 8.1 — Acknowledgment of Placement Agent The Investor acknowledges that the General Partner has engaged Pinnacle Capital Markets LLC, a Delaware limited liability company and a broker-dealer registered with the SEC under Section 15(b) of the Securities Exchange Act of 1934 and a member of the Financial Industry Regulatory Authority ("FINRA"), as placement agent (the "Placement Agent") in connection with the of
Section 8.2 — Placement Agent Fee Disclosure
Standard
⚑ Commercial term
Section 8.2 — Placement Agent Fee Disclosure The Investor acknowledges the following with respect to the compensation payable to the Placement Agent: Placement Fee: 1.0% of each investor's capital commitment to Fund IV, payable by the Fund (or, at the General Partner's election, by the Fund Sponsor or its affiliates) upon the acceptance of each investor's subscription. Fee on BFO's Proposed Commitment: Based on BFO's
Section 8.3 — Relationship with Placement Agent
Standard
⚑ Commercial term
Section 8.3 — Relationship with Placement Agent Has the Investor or any of its affiliates, officers, directors, employees, or agents received any compensation, commission, finder's fee, referral fee, or other benefit from the Placement Agent, or any of its affiliates, in connection with the Investor's proposed investment in Fund IV? Yes (if yes, describe): _______ No Has the Investor or any of its affiliates, officer
Section 9.1 — Investment Purpose
Section 9.1 — Investment Purpose The Investor hereby represents and warrants that it is acquiring the limited partnership interests in the Fund for the Investor's own account, for investment purposes only, and not with a view toward the resale, distribution, or other disposition thereof, in whole or in part, in violation of the Securities Act of 1933, as amended, or any applicable state securities laws. The Investor
Section 9.2 — Sophistication and Experience
Section 9.2 — Sophistication and Experience The Investor hereby represents and warrants that the Investor, either alone or together with its professional advisors (including its legal counsel at Calderwood & Harkness LLP and its financial and tax advisors), has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the proposed investment in Fund IV.
Section 9.3 — Access to Information
Medium
⚑ Confidentiality undertaking
Section 9.3 — Access to Information The Investor hereby represents and warrants that the Investor has received and reviewed the following documents in connection with the Investor's proposed investment in Fund IV: (a) the Confidential Private Placement Memorandum of Meridian Peak Capital Partners Fund IV, L.P., dated as of December 15, 2023; (b) the Amended and Restated Agreement of Limited Partnership of Meridian Pe
Section 9.4 — No Reliance on Tax Advice
Section 9.4 — No Reliance on Tax Advice The Investor hereby represents and warrants that the Investor is not relying on the General Partner, the Fund, the Investment Manager, the Placement Agent, or any of their respective affiliates, agents, employees, or counsel for tax advice in connection with the Investor's proposed investment in Fund IV. The Investor has consulted, and will continue to consult, its own independ
Section 9.5 — Transfer Restrictions
Medium
⚑ Notice / time limit to track
Section 9.5 — Transfer Restrictions The Investor acknowledges and understands that the limited partnership interests in the Fund have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state of the United States, and are subject to significant restrictions on transfer as set forth in the LPA, including without limitation the requirement that any transfer of Interests be ap
Section 10.1 — Fund Administrator Acknowledgment
Section 10.1 — Fund Administrator Acknowledgment The Investor acknowledges that the General Partner has engaged Granite Ledger Fund Services LLC as the fund administrator for Fund IV (the "Fund Administrator"). The Fund Administrator provides certain administrative, accounting, and investor services functions to the Fund, including without limitation capital account administration, financial statement preparation, an
Section 10.2 — Fund Auditor Acknowledgment
Section 10.2 — Fund Auditor Acknowledgment The Investor acknowledges that the General Partner has engaged Brockton Marsh & Associates LLP as the independent auditor for Fund IV (the "Fund Auditor"). The Fund Auditor is responsible for conducting the annual audit of the Fund's financial statements in accordance with auditing standards generally accepted in the United States.
Section 10.3 — Side Letter Reference
Medium
⚑ Notice / time limit to track
Section 10.3 — Side Letter Reference The Investor notes that a side letter (the "Side Letter") has been negotiated, but not yet executed as of the date of this Questionnaire, between the Investor, the Fund, and the General Partner. If executed, the Side Letter would supplement and, to the extent of any conflict, modify certain terms and conditions of the LPA with respect to the Investor's participation in Fund IV. St
Section 10.4 — Governing Law
Medium
⚑ Forum / governing law
Section 10.4 — Governing Law This Questionnaire and the representations, warranties, and agreements contained herein are governed by, and shall be construed in accordance with, the laws of the State of Delaware, without regard to the principles of conflict of laws thereof. The Subscription Agreement, if executed, shall likewise be governed by the laws of the State of Delaware as set forth therein. PART XI — SIGNATURE