Page 1 Page 2 Page 3 Page 4 Page 5 Page 6 Page 7 Page 8 Page 9 Page 10 Page 11 Page 12 Page 13 Page 14 Page 15 Page 16 Page 17 Page 18 Page 19 Page 20 Page 21 Page 22 Page 23 Page 24 Page 25 Page 26 Page 27 Page 28 Page 29 Page 30 Page 31 Page 32 Page 33 Page 34 Page 35 Page 36 This module will address real and actual areas of limited partner concern across the spectrum of operational and team management at the manager level. Participants will gain insight into manager relationships, communications, operational issues, deal sourcing and diligence methods as well as portfolio company support and monitoring. Special emphasis will be placed on identifying problem fund issues, causes of the same, how to mitigate and/ or otherwise review such issues before they fall into possible malfeasance or fraud and how to deal with and manage possible intervention options to preserve current fund value and enhance future value creation. Participants will be encouraged to learn and discuss practical safeguards and solutions relative to their own private equity endeavors. KEY LEARNING OUTCOMES The following are examples of the use of observable behaviors that will be explored and discussed in-depth.After completing this course you will be able to: • Define the most probable situations that lead to team discord at the manager level and howthesemaybeeffectivelyaddressedinthegoverningdocumentsof apartnershipwith and/or among the manager/general partner and limited partner and its advisor(s). Describe how the ownership of the management company, general partner interest and/or revenue share agreements may be used or monetized, and how this may affect stakeholders. • Describe alignment of interest issues and concerns vis-à-vis fund ownership models. • Explain how a change in control can be properly effected. Describe critical areas to monitor and address. • Identify and examine the implications of differential treatment of limited partners in the same partnership including those that serve as LPAC members, strategic partners or members of the management company and their responsibility to each other and the management company. • Differentiate methods of communication and evaluate those that could be considered best practices. • Explain the basic ways general partners can mislead deliberately or unintentionally with numbers, poor logic and rhetoric. • Apply root-cause problem analysis. • Describe how limited partners may uncover potential dysfunction within a management team. • Describe how limited partners may uncover the potential for team, manager, client or limited partner-related conflicts of interest and best methods to address such conflicts. • Analyze intervention; define what it is and determine the best methods to assess and implement solutions. 25 DEVELOPED BY LIMITED PARTNERS FOR LIMITED PARTNERS MINI CASE STUDY SCENARIOS SERIAL CASE: WHEN GOVERNANCE AND OVERSIGHT GO WRONG:AN ACTUAL REAL LIFE CASE HISTORY • GP/LP Relationships • Fund Structure • LP/LP Relationships and the LPAC • GP/LP Interaction Post-investment • GP/LP Reports and Comments • How to Spot Problem Children • Conflicts of Interest COURSE OVERVIEW COURSE OUTLINE