INVESTOR QUESTIONNAIRE
MERIDIAN PEAK CAPITAL PARTNERS FUND IV, L.P.
A Delaware Limited Partnership
Confidential — For Use by the General Partner and Its Counsel Only
Fund Name: Meridian Peak Capital Partners Fund IV, L.P., a Delaware limited partnership
General Partner: Meridian Peak Capital Partners GP IV LLC, a Delaware limited liability company
Fund Sponsor: Meridian Peak Capital Advisors LLC
Date of Questionnaire Completion: March 10, 2024
Prepared by: Owen Fischer, Calderwood & Harkness LLP, on behalf of the Investor
Proposed Capital Commitment: $75,000,000
DRAFT — NOT SUBMITTED — FOR CLIENT REVIEW ONLY
This questionnaire has been prepared in connection with a proposed commitment of $75,000,000 (Seventy-Five Million Dollars) to Meridian Peak Capital Partners Fund IV, L.P. by Briarwood Family Office LLC. This questionnaire was never submitted to the Fund. BFO's investment committee declined the Fund IV commitment on April 2, 2024, and all subscription-related materials, including this questionnaire, the draft Subscription Agreement, and the draft Side Letter, lapsed without execution. This document is retained in the files of Calderwood & Harkness LLP solely for record-keeping purposes.
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INTRODUCTORY INSTRUCTIONS
The General Partner of Meridian Peak Capital Partners Fund IV, L.P. (the "Fund") requires each prospective investor (each, an "Investor" or "Prospective Limited Partner") to complete this Investor Questionnaire (this "Questionnaire") in connection with the Investor's proposed subscription for limited partnership interests (the "Interests") in the Fund. The purpose of this Questionnaire is as follows:
(a) to determine the eligibility of the Investor to subscribe for and purchase Interests under applicable federal and state securities laws, including without limitation the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated thereunder;
(b) to confirm the representations and warranties to be made by the Investor in connection with the Investor's subscription for Interests, including those set forth in the Subscription Agreement to be executed by the Investor;
(c) to facilitate the General Partner's compliance with applicable anti-money laundering ("AML") laws and regulations, including the Bank Secrecy Act, the USA PATRIOT Act of 2001, and the rules and regulations of the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury; and
(d) to facilitate compliance with applicable know-your-customer ("KYC") requirements and beneficial ownership reporting obligations.
This Questionnaire should be read in conjunction with the following governing and offering documents of the Fund (collectively, the "Governing Documents"):
(i) the Amended and Restated Agreement of Limited Partnership of Meridian Peak Capital Partners Fund IV, L.P., dated as of December 20, 2023 (the "LPA" or "Limited Partnership Agreement");
(ii) the Confidential Private Placement Memorandum of Meridian Peak Capital Partners Fund IV, L.P., dated as of December 15, 2023 (the "PPM" or "Private Placement Memorandum"); and
(iii) the Subscription Agreement, in the form attached to the PPM, to be executed concurrently with the submission of this Questionnaire (the "Subscription Agreement").
The Interests are being offered and sold pursuant to exemptions from registration under the Securities Act, including without limitation Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder. The Fund has filed a Notice of Exempt Offering of Securities on Form D with the U.S. Securities and Exchange Commission (the "SEC") on January 2, 2024, as may be amended from time to time.
Submission Instructions. Upon completion, this Questionnaire should be returned to:
Meridian Peak Capital Partners GP IV LLC c/o Meridian Peak Capital Advisors LLC 200 Clarendon Street, 42nd Floor Boston, MA 02116
Attention: Marcus D. Pereira, Vice President, Fund Operations
with a copy to:
Ashford Crane & Hewitt LLP 1 Federal Street, Suite 3600 Boston, MA 02110
Attention: Elaine C. Woodbury
Confidentiality. All information provided by the Investor in this Questionnaire will be treated as confidential and will not be disclosed to any third party except (a) as required by applicable law, regulation, or legal process, (b) as necessary to establish compliance with applicable federal and state securities laws and regulations, (c) to the Fund's legal counsel, auditors, administrators, and other service providers on a need-to-know basis, or (d) with the prior written consent of the Investor. The Investor acknowledges that the General Partner may be required to share certain information contained herein with regulatory authorities or self-regulatory organizations in connection with routine examinations, audits, or inquiries.
The Investor should consult with its own legal, tax, and financial advisors before completing this Questionnaire and subscribing for Interests in the Fund. The General Partner and the Fund do not provide legal, tax, or investment advice to any Investor.
The remainder of this Questionnaire consists of Parts I through XI, followed by Schedules A through C.
PART I — INVESTOR IDENTIFICATION AND ENTITY INFORMATION
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 serves as a single-family office and has operated continuously since its formation. It is organized as a Delaware limited liability company and is governed by an Amended and Restated Limited Liability Company Agreement, as amended from time to time.
Employer Identification Number (EIN): 27-4831956
Section 1.2 — Principal Office Address
Section 1.3 — Registered Agent (Jurisdiction of Formation)
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
Primary Contact Person:
Alternative Contact Person:
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 Restated Limited Liability Company Agreement and any resolutions adopted by the Investor's governing body authorizing such execution and delivery.
Note: BFO's internal governance procedures require Investment Committee approval (affirmative vote of three of four members; Julian R. Hargrove holds veto authority as Managing Director & CIO) prior to final execution of subscription agreements and related documentation for commitments to third-party managed private funds. As of the date of this draft Questionnaire, Investment Committee approval has not been obtained. Final execution of the Subscription Agreement and submission of this Questionnaire are contingent upon such approval.
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
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 execution and delivery of the Subscription Agreement and all related documentation. No binding obligation to fund any portion of the proposed commitment shall arise until such time as the Subscription Agreement has been duly executed and accepted by the General Partner.
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 United States, including the development, ownership, and operation of commercial office, retail, and mixed-use properties in the New York, New Jersey, Connecticut, Massachusetts, and Pennsylvania markets.
Nature of Investor's Business: BFO operates as a single-family office managing a diversified investment portfolio on behalf of the Hargrove family. BFO's investment activities span the following asset classes: direct real estate (including both stabilized and development-stage commercial and residential properties), real estate credit (including senior and mezzanine debt, preferred equity, and CMBS positions), private equity (including buyout, growth equity, and venture-stage investments), and liquid alternatives (including hedge fund allocations, structured credit, and public market investments).
Approximate Assets Under Management: Approximately $1.8 billion, as of December 31, 2023, based on unaudited internal valuations prepared by BFO's investment team and verified by third-party valuation agents where applicable.
Typical Allocation to Third-Party Managed Funds: Approximately 15–20% of total assets under management, representing between approximately $270 million and $360 million allocated across private equity, real estate, and credit fund commitments managed by third-party general partners.
PART II — INVESTOR STATUS REPRESENTATIONS
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 or categories that apply to the Investor:
A bank, savings and loan association, or similar institution, acting in its individual or fiduciary capacity (Rule 501(a)(1)).
A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (Rule 501(a)(1)).
An insurance company as defined in Section 2(a)(13) of the Securities Act (Rule 501(a)(1)).
An investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act (Rule 501(a)(1)).
A Small Business Investment Company licensed by the U.S. Small Business Administration (Rule 501(a)(1)).
A plan established and maintained by a state or its political subdivisions, or any agency or instrumentality thereof, for the benefit of its employees, with total assets in excess of $5,000,000 (Rule 501(a)(1)).
An entity, including a corporation, partnership, limited liability company, or business trust, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000 (Rule 501(a)(3)). BFO total assets under management of approximately $1.8 billion as of December 31, 2023.
An entity in which all of the equity owners are accredited investors (Rule 501(a)(8)).
A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person (Rule 501(a)(7)).
A natural person whose individual net worth, or joint net worth with that person's spouse or spousal equivalent, exceeds $1,000,000 (Rule 501(a)(5)).
A natural person who had an individual income in excess of $200,000 in each of the two most recent years, or joint income with that person's spouse or spousal equivalent in excess of $300,000 in each of those years, and has a reasonable expectation of reaching the same income level in the current year (Rule 501(a)(6)).
A "family office" as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 with assets under management in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered (Rule 501(a)(12)).
A "family client" of a qualifying family office (Rule 501(a)(13)).
Other (specify): _______
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 person who owns not less than $5,000,000 in "investments" as defined in Rule 2a51-1 under the Investment Company Act (Section 2(a)(51)(A)(i)).
A family-owned company that owns not less than $5,000,000 in investments (Section 2(a)(51)(A)(ii)).
An entity that, acting for its own account or the accounts of other qualified purchasers, in the aggregate owns and invests on a discretionary basis not less than $25,000,000 in investments as defined in Rule 2a51-1 under the Investment Company Act (Section 2(a)(51)(A)(iv)). BFO manages approximately $1.8 billion in investments on behalf of the Hargrove family, substantially all of which constitute "investments" as defined in Rule 2a51-1.
A trust not covered by clause (i) or (ii) above as to which the trustee and each person who has contributed assets to the trust is a qualified purchaser.
Other (specify): _______
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 an entity with net assets of more than $2,200,000 (as adjusted by the SEC for inflation, representing the current applicable threshold) and has assets under management of more than $1,100,000 (as adjusted by the SEC for inflation, representing the current applicable threshold). BFO's assets under management of approximately $1.8 billion substantially exceed both thresholds.
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
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
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 include "plan assets" by reason of any such plan's investment in the entity.
Yes
No
Confirmation: The Investor hereby confirms that the Investor's assets do not constitute "plan assets" under ERISA or the regulations promulgated thereunder, including 29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA. No portion of the assets to be used to fund the Investor's capital commitment to the Fund constitutes or will constitute "plan assets" for purposes of ERISA or Section 4975 of the Internal Revenue Code.
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
Is the Investor a church plan as defined in Section 3(33) of ERISA?
Yes
No
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 pursuant to which BFO would be entitled to be excused from participating in any Fund investment if such participation would cause BFO to be treated as holding "plan assets" under ERISA or the regulations thereunder. This provision reflects BFO's position that it does not currently hold plan assets and intends to maintain that status throughout the term of its investment in the Fund. The inclusion of this excuse right is not an indication that BFO currently holds, or anticipates holding, plan assets. Rather, it is a protective provision requested as a matter of prudent structuring.
PART IV — TAX STATUS AND RELATED REPRESENTATIONS
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 domestic partnership, (c) a domestic corporation, (d) any estate (other than a foreign estate within the meaning of Section 7701(a)(31) of the Code), and (e) any trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and (ii) one or more United States persons have the authority to control all substantial decisions of the trust.
Briarwood Family Office LLC is a Delaware limited liability company and therefore qualifies as a domestic entity and a United States person within the meaning of Section 7701(a)(30) of the Code.
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
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 of Sections 511–514 of the Code do not apply to the Investor.
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 Investor.
IRS Form W-9: The Investor will furnish a properly completed and executed IRS Form W-9 (Request for Taxpayer Identification Number and Certification) concurrently with, or prior to, the submission of this Questionnaire and the Subscription Agreement. A draft Form W-9 is attached hereto as Schedule A.
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
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 twenty (120) days following the end of the fiscal year as set forth in Article X of the LPA. This accelerated delivery timeline is intended to facilitate BFO's internal tax reporting and compliance obligations and the timely filing of tax returns by the members of the Hargrove family.
PART V — REGULATORY AND LEGAL REPRESENTATIONS
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 "investment company" under Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act of 1940.
[Note from preparer: To be confirmed with client. BFO's counsel at Calderwood & Harkness LLP is reviewing whether BFO is required to rely on an exclusion from the Investment Company Act and, if so, whether the applicable exclusion is Section 3(c)(1) (not more than 100 beneficial owners) or Section 3(c)(7) (qualified purchasers only). Given the structure of BFO as a single-family office with a limited number of members, the Section 3(c)(1) exclusion is likely applicable. This response is subject to further review and may be updated in the final version of this Questionnaire.]
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
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
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
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
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 Response: Confirmed — No disqualification events.
Specifically, neither the Investor nor any covered person of the Investor:
(a) Has been convicted, within ten (10) years before the date hereof (or five (5) years, in the case of the Investor), of any felony or misdemeanor (i) in connection with the purchase or sale of any security, (ii) involving the making of any false filing with the SEC, or (iii) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser, or paid solicitor of purchasers of securities;
(b) Is subject to any order, judgment, or decree of any court of competent jurisdiction, entered within five (5) years before the date hereof, that, at the time of the proposed sale, restrains or enjoins such person from engaging or continuing to engage in any conduct or practice in connection with the purchase or sale of any security, involving the making of any false filing with the SEC, or arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser, or paid solicitor of purchasers of securities;
(c) Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations, or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the National Credit Union Administration, or the U.S. Commodity Futures Trading Commission, that (i) at the time of the proposed sale, bars the person from association with an entity regulated by such commission, authority, agency, or officer, or from engaging in the business of securities, insurance, or banking, or from engaging in savings association or credit union activities, or (ii) constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct, entered within ten (10) years before the date hereof;
(d) Is subject to an order of the SEC entered pursuant to Section 15(b) or 15B(c) of the Securities Exchange Act of 1934, as amended, or Section 203(e) or 203(f) of the Investment Advisers Act of 1940, as amended, that, at the time of the proposed sale, (i) suspends or revokes such person's registration as a broker, dealer, municipal securities dealer, or investment adviser, (ii) places limitations on the activities, functions, or operations of such person, or (iii) bars such person from being associated with any entity or from participating in the offering of any penny stock;
(e) Has been suspended or expelled from membership in, or suspended or barred from association with a member of, a registered national securities exchange or a registered national securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade;
(f) Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within five (5) years before the date hereof, was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is, at the time of the proposed sale, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued; or
(g) Is subject to a United States Postal Service false representation order entered within five (5) years before the date hereof, or is, at the time of the proposed sale, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations.
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 covered person regarding the existence of any such disqualification event.
PART VII — ANTI-MONEY LAUNDERING (AML) AND KNOW-YOUR-CUSTOMER (KYC) REPRESENTATIONS