Introduction to Private Equity: Venture, Growth, LBO and Turn-Around Capital, 2nd Edition

Template 1 (Fund)

ARCHITECTURE OF THE PRIVATE PLACEMENT MEMORANDUM OF A PRIVATE EQUITY FUND

Note: this template is for illustration only, and does not replace professional advice in the conception of such documents.

Submitted to: ____________

Copy no.: _______________

Date: __________________

CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

OF

[FUND NAME, L.P.]

[SIZE]

[DATE]

[Confidentiality and disclosure provisions – Legal disclaimer]

TABLE OF CONTENTS

1. Executive summary (including contacts)

2. Introduction: aim of the fund

a. Context and market

b. Opportunity

3. The fund manager

a. Team and operations

b. Investment strategy

c. Deal flow and selection process

d. Monitoring and value creation

e. Track record

4. Fund terms

a. Legal structure (life span, extensions, shares structure)

b. Investment policy (expected investment size, limits, diversification, ratios, investment and divestment period)

c. Size and minimum commitment

d. Sponsor (if any)

e. Investors and public of the offering

f. Fund manager (key man clause, if any)

g. Duration

h. Fund administrator

i. Advisory Board

j. Subscription period and process (closings, equal rights, capital calls)

k. Distributions and distributions policy (reinvestment if applicable)

l. Management fees, hurdle rate, catch-up (if any), carried interest structure, transaction fees, set-up fees, custodian and other fees, fee offset mechanism

m. Commitment of the fund manager and co-investment opportunities

n. Reporting and valuation

o. Auditors and ...