CALDERWOOD & HARKNESS LLP
Attorneys at Law
425 Lexington Avenue, New York, NY 10017
NEW MATTER INTAKE FORM
CONFIDENTIAL — FOR INTERNAL ADMINISTRATIVE AND CONFLICT-CLEARANCE PURPOSES ONLY. THIS DOCUMENT IS NOT AN ENGAGEMENT LETTER AND DOES NOT CONSTITUTE LEGAL ADVICE. DISTRIBUTION OUTSIDE OF CALDERWOOD & HARKNESS LLP IS STRICTLY PROHIBITED. PLEASE DIRECT ALL INQUIRIES TO THE RESPONSIBLE PARTNER OR THE OFFICE OF THE GENERAL COUNSEL.
Form Version: NMI-2024.1 Date Prepared: January 22, 2024
SECTION 1: MATTER INFORMATION
Description of Matter. This matter involves the representation of a single-family office client, Briarwood Family Office LLC, in connection with the review, drafting, and negotiation of a side letter to the limited partnership agreement of Meridian Peak Capital Partners Fund IV, L.P., a Delaware limited partnership. The engagement encompasses all activities related to the client's proposed limited partnership commitment to the fund, including subscription documentation review, side-letter negotiation with the fund's general partner and its outside counsel, and advisory services regarding fund terms, economics, and governance provisions. The matter has been assigned to the Funds & Asset Management practice group and will be staffed principally out of the firm's New York office.
Conflict Check Confirmation. A comprehensive conflict check was initiated and completed on January 22, 2024, covering all known parties, their principals, affiliates, and counsel. The firm's Conflicts Department confirmed clearance with no conflicts identified. A full list of parties searched is set forth in Section 9 below.
SECTION 2: CLIENT INFORMATION
2.1 Entity Details
2.2 Client Contacts
Primary Client Contact:
Sandra M. Whitfield General Counsel Briarwood Family Office LLC 780 Park Avenue, Suite 3200 New York, NY 10021
Ms. Whitfield shall serve as the primary point of contact for all communications related to this matter, including the transmission of drafts, comments, and status updates. All legal advice shall be directed to Ms. Whitfield in the first instance unless otherwise instructed by the client.
Additional Client Contacts:
Julian R. Hargrove Managing Director & Chief Investment Officer Briarwood Family Office LLC 780 Park Avenue, Suite 3200 New York, NY 10021
Mr. Hargrove is the Managing Director and Chief Investment Officer of Briarwood Family Office LLC. He is the principal decision-maker for all investment activities of the family office and holds veto authority over the client's Investment Committee. The engagement team should be prepared to communicate directly with Mr. Hargrove as needed, particularly with respect to investment-level commercial decisions and key side-letter provisions.
Derek T. Calloway Director of External Investments Briarwood Family Office LLC 780 Park Avenue, Suite 3200 New York, NY 10021
Mr. Calloway is responsible for sourcing, evaluating, and monitoring the family office's allocations to external investment managers and funds. Mr. Calloway originated the contact with Calderwood & Harkness LLP on January 15, 2024, and serves as the day-to-day operational contact for matters relating to the Fund IV commitment process.
2.3 Client Relationship History
This engagement represents a new client relationship. Briarwood Family Office LLC has not previously retained Calderwood & Harkness LLP for any matter. No prior engagements, conflicts waivers, or relationship history exist between the firm and the client entity, its principals, or its affiliates in the firm's records. Standard new-client onboarding procedures, including engagement letter execution, anti-money laundering screening (to the extent applicable), and billing setup, are being completed concurrently with this intake.
2.4 Client Industry / Description
Briarwood Family Office LLC is a single-family office organized under the laws of the State of Delaware. The family office manages the wealth and investment activities of the Hargrove family, whose principal wealth derives from commercial real estate development in the northeastern United States. As of December 31, 2023, Briarwood manages approximately $1.8 billion in assets under management. The family office pursues diversified investment strategies, including direct real estate investments, allocations to third-party real estate and private equity funds, public equity and fixed-income portfolios, and other alternative asset strategies. Briarwood was established in 2007 and is headquartered in New York, New York.
The family office operates under the single-family office exclusion from registration under the Investment Advisers Act of 1940, as amended, and is not subject to the Employee Retirement Income Security Act of 1974 ("ERISA"). These regulatory attributes may have implications for the side-letter provisions sought by the client, including with respect to MFN protections, reporting rights, and co-investment allocations.
SECTION 3: STAFFING
The following attorneys have been assigned to this matter. All staffing decisions have been approved by the Responsible Partner and are subject to adjustment as the matter progresses.
Pamela Cross serves as Responsible Partner and will maintain overall responsibility for client relationship management, strategic direction of the engagement, and quality control of all work product. Ms. Cross will participate in principal negotiations with counterparty counsel and will serve as the primary relationship contact for senior client personnel.
Nicholas Stern serves as Billing Partner and will oversee all billing, budgeting, and fee arrangement matters for this engagement. Mr. Stern will coordinate with the firm's finance department to ensure compliance with the agreed-upon fee arrangement and soft cap, and will review all invoices prior to submission to the client.
Theresa Kim serves as Lead Associate and will be responsible for the day-to-day management of the matter, including the initial review and analysis of fund documents, drafting the side letter, coordinating markups and negotiations with counterparty counsel, and preparing the subscription documentation. Ms. Kim will serve as the principal working-level contact for the client's General Counsel and Director of External Investments.
Owen Fischer serves as Working Associate and will support Ms. Kim in document review, research, and drafting tasks as assigned. Mr. Fischer will also assist in the preparation of internal memoranda and client summaries as needed.
No paralegal or other non-attorney staff have been assigned to this matter at this time. Should paralegal support be required, staffing will be approved by the Responsible Partner and communicated to the client in accordance with the engagement letter.
SECTION 4: BILLING ARRANGEMENTS
4.1 Fee Arrangement
The fee arrangement for this matter is hourly, subject to the rates and terms set forth below and as further detailed in the engagement letter to be executed by the client.
4.2 Billing Rates (2024)
The foregoing rates are the firm's standard rates for 2024 and are subject to annual adjustment effective January 1 of each calendar year. If the matter extends into 2025, the then-prevailing standard rates will apply unless otherwise agreed in writing with the client.
4.3 Fee Cap
A soft cap of $175,000 (One Hundred Seventy-Five Thousand Dollars) has been established for this matter. The soft cap represents a good-faith estimate of the total fees anticipated for the negotiation and documentation described in the scope of engagement. Should the engagement team anticipate that fees will approach or exceed the soft cap due to unforeseen complexity, expanded scope, or protracted negotiations, the Billing Partner will notify the client in advance and seek authorization before continuing work that would exceed the cap. The soft cap does not include disbursements or out-of-pocket expenses.
4.4 Payment Terms
All invoices are due and payable within thirty (30) days of the date of invoice (Net 30). Invoices will be rendered monthly in arrears. Late payments may be subject to interest charges as set forth in the engagement letter.
4.5 Engagement Letter Status
As of the date of this intake form, the engagement letter is pending execution. The engagement letter was transmitted to Sandra M. Whitfield, General Counsel, Briarwood Family Office LLC, on January 22, 2024, for review and signature. Execution is anticipated on or about January 24, 2024. No substantive legal work beyond preliminary conflict checking and matter setup will be commenced prior to execution of the engagement letter, unless authorized by the Responsible Partner.
4.6 Estimated Budget Range
A detailed staffing and budget memorandum will be prepared by the engagement team and submitted to the Billing Partner for approval. The budget memorandum will set forth the estimated hours and fees by phase of work (document review, side-letter drafting, negotiation, subscription documentation, and closing) and will be shared with the client for transparency purposes. The budget range is to be set per the staffing and budget memo and will be consistent with the soft cap referenced above.
SECTION 5: MATTER DESCRIPTION / SCOPE OF ENGAGEMENT
5.1 Transaction Summary
Calderwood & Harkness LLP has been engaged to represent Briarwood Family Office LLC ("BFO" or the "Client") in connection with the negotiation and execution of a side letter to the Amended and Restated Agreement of Limited Partnership (the "LPA") of Meridian Peak Capital Partners Fund IV, L.P. (the "Fund" or "Fund IV"), a Delaware limited partnership. The side letter will be entered into between BFO, as a limited partner of the Fund, and Meridian Peak Capital Partners GP IV LLC (the "General Partner"), the general partner of the Fund, in connection with BFO's proposed limited partnership capital commitment to the Fund in the amount of Seventy-Five Million Dollars ($75,000,000).
The Fund is a closed-end private real estate investment fund sponsored by Meridian Peak Capital Advisors LLC (the "Sponsor" or the "Manager"), a Delaware limited liability company headquartered in Boston, Massachusetts. Fund IV pursues a value-add and opportunistic investment strategy focused on North American commercial real estate, real estate operating companies, and asset management platforms. The Fund has a target size of $1.5 billion and a hard cap of $1.75 billion. The anticipated first close is April 30, 2024, with a final close deadline of October 31, 2024. Further details regarding the fund terms and economics are set forth in Section 8 below.
BFO received the Fund IV Private Placement Memorandum ("PPM") and LPA from Gavin R. Lockhart (Partner, Head of Investor Relations, Meridian Peak Capital Advisors LLC) on January 8, 2024. Derek T. Calloway (BFO, Director of External Investments) contacted Calderwood & Harkness LLP on January 15, 2024, to discuss potential representation in connection with the proposed commitment and side-letter negotiation. Following internal discussions and a preliminary assessment of the matter, the engagement was formally opened on January 22, 2024.
5.2 Scope of Work
The scope of this engagement encompasses the following activities:
(a) Review and Analysis of Fund Documents. Review and analysis of the Fund IV Limited Partnership Agreement, dated December 20, 2023, and the Fund IV Private Placement Memorandum, dated December 15, 2023, including all exhibits, schedules, and ancillary documents. The engagement team will prepare a summary memorandum for the client identifying key terms, potential areas of concern, and recommended side-letter provisions.
(b) Side-Letter Drafting and Negotiation. Preparation of an initial draft side letter setting forth the Client's requested modifications, accommodations, and additional rights with respect to the Fund and the LPA. Negotiation of the side letter with the General Partner and its outside counsel, Ashford Crane & Hewitt LLP, through iterative markup and comment exchange, telephone conferences, and such other communications as may be necessary to reach agreement on final terms.
(c) Subscription Documentation. Review, markup, and finalization of the Fund IV subscription agreement and investor questionnaire, including all related representations, warranties, certifications, and supporting documentation required for admission to the Fund.
(d) Advisory on Fund Terms, Economics, and Governance. Ongoing advisory services to the Client regarding the economic and governance terms of the Fund, including but not limited to management fees, carried interest, preferred return mechanics, clawback provisions, key-person provisions, no-fault divorce and removal rights, investment restrictions and concentration limits, co-investment rights, reporting and transparency provisions, most-favored-nation ("MFN") protections, transfer restrictions, and excuse and exclusion provisions.
(e) Client Coordination. Coordination with the Client's Investment Committee, General Counsel, Chief Investment Officer, and Director of External Investments throughout the engagement, including preparation of materials for Investment Committee presentations and participation in internal client calls as requested.
5.3 Scope Limitations
The engagement does not include the provision of tax advice. The Client may retain separate tax counsel to advise on the federal, state, and local tax implications of the proposed commitment, including any analysis of the Fund's tax structure, withholding obligations, UBTI considerations, and any tax-related side-letter provisions. The engagement team will coordinate with the Client's tax counsel as needed.
The engagement also does not include the provision of regulatory advice beyond that incidental to the side-letter negotiation itself, investment advisory services, or any representation in connection with disputes, litigation, or regulatory proceedings arising out of or relating to the Fund or the Client's investment therein.
5.4 Governing Law
The LPA and the side letter are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The subscription agreement is also expected to be governed by Delaware law.
SECTION 6: COUNTERPARTY / ADVERSE PARTY INFORMATION
6.1 Fund / Issuer
Meridian Peak Capital Partners Fund IV, L.P. is a Delaware limited partnership formed for the purpose of making value-add and opportunistic investments in North American commercial real estate, real estate operating companies, and asset management platforms. The Fund's Form D was filed with the Securities and Exchange Commission on January 2, 2024.
6.2 General Partner
Meridian Peak Capital Partners GP IV LLC serves as the sole general partner of the Fund and is the direct counterparty to the side letter. The General Partner is a single-member Delaware limited liability company, the sole member of which is Meridian Peak Capital Advisors LLC, the Fund's sponsor and investment manager.
6.3 Fund Sponsor / Manager
Co-Founders:
• Conrad J. Ellsworth, Managing Partner & Chief Executive Officer
• Priya Narayan, Managing Partner & Chief Investment Officer
Key Contacts:
• Gavin R. Lockhart, Partner, Head of Investor Relations
• Tamara Fujimoto, General Counsel & Chief Compliance Officer
• Marcus D. Pereira, Vice President, Fund Operations
Meridian Peak Capital Advisors LLC is a Delaware limited liability company that serves as the investment manager and sponsor of the Fund. The firm was co-founded by Conrad J. Ellsworth and Priya Narayan and is headquartered in Boston, Massachusetts. Meridian Peak Capital Advisors LLC serves as the sole member of the General Partner and will perform all investment management and advisory functions for the Fund pursuant to an investment management agreement.
6.4 Counterparty's Counsel
Ashford Crane & Hewitt LLP serves as outside counsel to the General Partner and the Sponsor in connection with the formation, offering, and operation of Fund IV, including the negotiation of side letters with prospective limited partners. All side-letter negotiations will be conducted primarily between Calderwood & Harkness LLP (on behalf of BFO) and Ashford Crane & Hewitt LLP (on behalf of the General Partner). The lead contact at counterparty's counsel is Harrison K. Drummond, with Elaine C. Woodbury assisting on day-to-day drafting and negotiation matters.
SECTION 7: OTHER RELEVANT THIRD PARTIES
The following third parties are involved in the Fund IV offering or are otherwise relevant to this engagement. These parties are not adverse to the Client and are listed for informational and conflict-clearance purposes only.
7.1 Placement Agent
Pinnacle Capital Markets LLC has been retained by Meridian Peak Capital Advisors LLC as placement agent for Fund IV. Pinnacle is a registered broker-dealer and is assisting the Sponsor in the marketing and distribution of limited partnership interests in the Fund to qualified investors. The placement agent engagement letter between Pinnacle and the Sponsor is dated November 1, 2023. The engagement team should note the existence of the placement agent for purposes of side-letter provisions relating to placement agent fees, disclosure of placement agent compensation, and any related regulatory compliance matters.
7.2 Fund Administrator
Granite Ledger Fund Services LLC has been engaged to serve as fund administrator for Fund IV, responsible for NAV calculations, capital account maintenance, investor reporting, capital call and distribution processing, and related operational functions. The Client may wish to negotiate side-letter provisions relating to the form, frequency, and content of investor reports prepared by the fund administrator.
7.3 Fund Auditor
Brockton Marsh & Associates LLP has been appointed as the independent auditor for Fund IV and will be responsible for the annual audit of the Fund's financial statements. The engagement team should review the LPA provisions relating to the selection, retention, and replacement of the auditor, as well as any side-letter rights the Client may wish to request with respect to audit-related matters.
SECTION 8: KEY TRANSACTION PARAMETERS
The following table summarizes the principal economic and structural terms of the Fund and the Client's proposed commitment, based on information set forth in the PPM dated December 15, 2023, and the LPA dated December 20, 2023.
8.1 Client Commitment Details
The Client's proposed commitment of $75,000,000 represents a meaningful allocation relative to both the Fund's target capitalization and the Client's total assets under management. The engagement team should be mindful of the Client's concentration in this single commitment and should ensure that appropriate governance, transparency, and liquidity provisions are addressed in the side letter.
8.2 Fund Timeline
The engagement team should target completion of side-letter negotiations and subscription documentation in advance of the anticipated first close on April 30, 2024. If the Client's internal Investment Committee approval process requires additional time, the engagement team should communicate any potential timing constraints to the Responsible Partner and the Client promptly.
8.3 Fund Strategy
The Fund's investment strategy focuses on value-add and opportunistic investments in North American commercial real estate, real estate operating companies, and asset management platforms. The PPM describes the Fund's target asset classes, geographic focus, leverage parameters, and diversification guidelines in further detail. The engagement team should review the investment restrictions and limitations set forth in the LPA and assess whether additional restrictions or reporting requirements should be requested via the side letter, consistent with the Client's investment policies and risk parameters.
8.4 Fund Economics
The management fee and carried interest terms are standard for a fund of this type and size. The engagement team should evaluate whether fee reduction, fee offset, or fee waiver provisions may be available or appropriate for the Client's commitment level, and whether any carried interest modifications (including escrow or clawback enhancements) should be negotiated as part of the side letter.
8.5 Regulatory Filing
The Fund's Form D was filed with the Securities and Exchange Commission on January 2, 2024, in reliance on Rule 506(b) or Rule 506(c) of Regulation D under the Securities Act of 1933, as amended. The engagement team should confirm the applicable exemption and ensure that the Client's representations in the subscription agreement are consistent with the filing.
SECTION 9: INTERNAL APPROVALS AND COMPLIANCE
9.1 Conflict Check
Conflict Check Conducted By: Firm Conflicts Department (to be completed by the Conflicts Department upon final sign-off; clearance confirmed as of January 22, 2024).
Parties Searched. The following parties were searched in the firm's conflicts database in connection with the opening of this matter:
1. Briarwood Family Office LLC
2. Julian R. Hargrove
3. Sandra M. Whitfield
4. Meridian Peak Capital Advisors LLC
5. Meridian Peak Capital Partners Fund IV, L.P.
6. Meridian Peak Capital Partners GP IV LLC
7. Conrad J. Ellsworth
8. Priya Narayan
9. Ashford Crane & Hewitt LLP
10. Harrison K. Drummond
11. Pinnacle Capital Markets LLC
12. Roland S. Abernathy
Conflicts Result: No conflicts identified. The firm does not currently represent, and has not within the relevant lookback period represented, any of the above-listed parties or their known affiliates in any matter that would give rise to a conflict of interest under the applicable Rules of Professional Conduct or the firm's internal conflicts policies.
9.2 Anti-Money Laundering / Know Your Customer
AML / KYC Status: Not applicable. Calderwood & Harkness LLP is representing BFO in its capacity as an investor (limited partner) in the Fund. The firm is not acting as counsel to the Fund, the General Partner, or the Sponsor, and is not involved in the formation, offering, or sale of securities. Standard AML/KYC diligence obligations applicable to fund-formation engagements do not apply to this matter. The firm's general client identification procedures have been followed in connection with the opening of this new client relationship.
9.3 Regulatory Considerations
The engagement team should note the following regulatory considerations relevant to the Client and the scope of the engagement:
(a) The Client is not subject to ERISA. BFO does not manage or hold "plan assets" within the meaning of Section 3(42) of ERISA and Department of Labor regulations thereunder. Accordingly, ERISA-specific side-letter provisions (e.g., plan asset regulations, prohibited transaction exemptions) are not anticipated to be necessary.
(b) The Client is not a registered investment adviser under the Investment Advisers Act of 1940, as amended. BFO operates under the single-family office exclusion from Investment Advisers Act registration, as codified in Rule 202(a)(11)(G)-1 under the Investment Advisers Act. This status may affect the characterization of the Client for purposes of investor qualification and representation in subscription documentation.
(c) The Client is expected to qualify as an "accredited investor" under Regulation D and a "qualified purchaser" under Section 3(c)(7) of the Investment Company Act of 1940, as amended. The engagement team should confirm these qualifications during the subscription documentation review process.
SECTION 10: SPECIAL INSTRUCTIONS / NOTES
The following special instructions and notes are provided for the guidance of the engagement team and should be reviewed carefully prior to commencing substantive work on this matter.
1. Client Internal Approval Process. The Client's internal governance procedures require that the Briarwood Family Office LLC Investment Committee approve any capital commitment or side letter prior to execution. Investment Committee approval requires the affirmative vote of at least three (3) of the four (4) committee members. Julian R. Hargrove, Managing Director & Chief Investment Officer, holds a veto right over any Investment Committee decision. The engagement team should be aware of this approval requirement and should plan the negotiation timeline accordingly, including allowing sufficient lead time for the Client to convene the Investment Committee and obtain the necessary approvals prior to the first close date.
2. Tax Advice Excluded from Scope. The scope of this engagement expressly excludes the provision of tax advice. The Client may engage separate tax counsel to advise on the federal, state, and local tax implications of the proposed commitment, including but not limited to the Fund's tax structure, allocation provisions, withholding obligations, unrelated business taxable income ("UBTI") considerations, and any tax-related side-letter provisions. The engagement team should coordinate with the Client's tax counsel as appropriate but should not render independent tax advice.
3. Matter Origination. This matter originated via contact from Derek T. Calloway (BFO, Director of External Investments) to Calderwood & Harkness LLP on January 15, 2024. Mr. Calloway was referred to the firm through existing professional networks. Origination credit is attributed to the Responsible Partner, Pamela Cross.
4. Fund Document Receipt. BFO received the Fund IV Private Placement Memorandum (dated December 15, 2023) and the Limited Partnership Agreement (dated December 20, 2023) from Gavin R. Lockhart (Partner, Head of Investor Relations, Meridian Peak Capital Advisors LLC) on January 8, 2024. Copies of these documents have been provided by the Client and are expected to be uploaded to the firm's document management system under the matter number upon opening.
5. Counterparty Counsel Communications. All communications with Ashford Crane & Hewitt LLP should be conducted by or under the supervision of the Responsible Partner or the Lead Associate. Associate-level personnel should not initiate direct communications with counterparty counsel without prior authorization.
6. Document Retention. All documents, correspondence, and work product relating to this matter should be maintained in accordance with the firm's standard document retention policies and uploaded to the firm's document management system under Matter No. 1026-00001.
SECTION 11: FORM EXECUTION
This New Matter Intake Form has been prepared and submitted in accordance with Calderwood & Harkness LLP's internal policies and procedures for the opening of new client matters. The undersigned confirm the accuracy and completeness of the information set forth herein, subject to any updates or corrections that may become necessary as the engagement progresses.
PREPARED BY:
________________________________________
Name: Theresa Kim
Title: Senior Associate, Funds & Asset Management
Date: January 22, 2024
APPROVED BY:
________________________________________
Name: Pamela Cross
Title: Partner, Funds & Asset Management (Responsible Partner)
Date: January 22, 2024
CALDERWOOD & HARKNESS LLP — CONFIDENTIAL This New Matter Intake Form is an internal administrative document of Calderwood & Harkness LLP and is intended solely for the use of firm personnel authorized to access information relating to Matter No. 1026-00001. This form does not constitute an engagement letter, a legal opinion, or legal advice, and should not be relied upon by any person or entity for any purpose other than the internal administration of the matter. Distribution of this form outside of Calderwood & Harkness LLP is strictly prohibited without the prior written authorization of the Responsible Partner or the Office of the General Counsel.
| Field | Detail | ||
| Matter Number | 1026-00001 | ||
| Date Opened | January 22, 2024 | ||
| Matter Name / Description | Briarwood Family Office LLC — Side-Letter Negotiation, Meridian Peak Capital Partners Fund IV, L.P. | ||
| Matter Type | LP Side Letter Negotiation | ||
| Practice Group | Funds & Asset Management | ||
| Office | New York (425 Lexington Avenue, New York, NY 10017) | ||
| Conflict Check Clearance Date | January 22, 2024 | ||
| Conflict Check Status | Cleared — No conflicts identified | ||
| Field | Detail | ||
| Client Full Legal Name | Briarwood Family Office LLC | ||
| Short Name / Billing Name | Briarwood / BFO | ||
| Entity Type | Limited Liability Company | ||
| Jurisdiction of Formation | Delaware | ||
| EIN | 27-4831956 | ||
| Principal Office Address | 780 Park Avenue, Suite 3200, New York, NY 10021 | ||
| Registered Agent (Delaware) | Capitol Registered Agents Inc., 1209 Orange Street, Wilmington, DE 19801 | ||
| Role | Attorney | Practice Group | Office |
| Responsible Partner | Pamela Cross | Funds & Asset Management | New York |
| Billing Partner | Nicholas Stern | Funds & Asset Management | New York |
| Lead Associate | Theresa Kim | Funds & Asset Management | New York |
| Working Associate | Owen Fischer | Funds & Asset Management | New York |
| Attorney | Title | Hourly Rate (2024) | |
| Pamela Cross | Partner | $1,450/hr | |
| Nicholas Stern | Partner | $1,400/hr |
| Theresa Kim | Senior Associate | $975/hr |
| Owen Fischer | Associate | $725/hr |
| Field | Detail | |
| Full Legal Name | Meridian Peak Capital Partners Fund IV, L.P. | |
| Entity Type | Limited Partnership | |
| Jurisdiction of Formation | Delaware | |
| EIN | 92-1684537 | |
| Delaware LP Certificate Number | LP-2023-08841 | |
| Registered Agent | Beacon Statutory Services LLC, 1013 Centre Road, Wilmington, DE 19805 | |
| Field | Detail | |
| Full Legal Name | Meridian Peak Capital Partners GP IV LLC | |
| Entity Type | Limited Liability Company | |
| Jurisdiction of Formation | Delaware | |
| EIN | 92-1672483 | |
| Sole Member | Meridian Peak Capital Advisors LLC | |
| Registered Agent | Beacon Statutory Services LLC, 1013 Centre Road, Wilmington, DE 19805 | |
| Field | Detail | |
| Full Legal Name | Meridian Peak Capital Advisors LLC | |
| Entity Type | Limited Liability Company | |
| Jurisdiction of Formation | Delaware | |
| EIN | 45-3297104 | |
| Principal Office | 200 Clarendon Street, 42nd Floor, Boston, MA 02116 | |
| Field | Detail | |
| Firm Name | Ashford Crane & Hewitt LLP | |
| Address | 1 Federal Street, Suite 3600, Boston, MA 02110 |
| Lead Partner | Harrison K. Drummond, Partner, Investment Funds Group |
| Associate | Elaine C. Woodbury, Senior Associate, Investment Funds Group |
| Field | Detail |
| Full Legal Name | Pinnacle Capital Markets LLC |
| Entity Type | Limited Liability Company (Delaware); Registered Broker-Dealer |
| Address | 399 Park Avenue, 18th Floor, New York, NY 10022 |
| Key Contact | Roland S. Abernathy, Managing Director, Private Fund Advisory |
| Engagement Letter Date | November 1, 2023 |
| Field | Detail |
| Full Legal Name | Granite Ledger Fund Services LLC |
| Entity Type | Limited Liability Company (Delaware) |
| Address | 100 Summer Street, Suite 2700, Boston, MA 02110 |
| Key Contact | Catherine J. Halloran, Client Relationship Manager |
| Field | Detail |
| Full Legal Name | Brockton Marsh & Associates LLP |
| Entity Type | Limited Liability Partnership |
| Address | 500 Boylston Street, 30th Floor, Boston, MA 02116 |
| Key Contact | Neil A. Strickland, Audit Partner |
| Parameter | Detail |
| Proposed Commitment Amount | $75,000,000 |
| Fund Target Size | $1,500,000,000 |
| Fund Hard Cap | $1,750,000,000 |
| BFO Commitment as % of Target | 5.0% |
| BFO Commitment as % of AUM | Approximately 4.17% (based on $1.8 billion AUM as of December 31, 2023) |
| Parameter | Detail |
| Anticipated First Close | April 30, 2024 |
| Final Close Deadline | October 31, 2024 |
| Investment Period | 4 years from Final Close |
| Fund Term | 10 years from Final Close, with two 1-year GP extensions |
| Parameter | Detail |
| Standard Management Fee | 1.75% per annum on committed capital during the investment period; 1.50% per annum on invested capital during the post-investment period |
| Carried Interest | 20% over an 8% preferred return |
| Waterfall Structure | Whole-fund European waterfall |
| Field | Detail |
| Prepared By | Theresa Kim, Senior Associate, Funds & Asset Management |
| Date Prepared | January 22, 2024 |
| Approved By | Pamela Cross, Partner, Funds & Asset Management (Responsible Partner) |
| Date Approved | January 22, 2024 |