Palico White Paper

THE ONLINE MARKETPLACE FOR THE PRIVATE EQUITY FUND COMMUNITY

INDEX

p. 3
EXECUTIVE OVERVIEW

P. 4
THE PALICO VISION FOR THE PRIVATE EQUITY
FUND COMMUNITY

p. 9
PALICO - THE ONLINE MARKETPLACE FOR THE
PRIVATE EQUITY FUND COMMUNITY

p. 11
LETTING LPS EFFICIENTLY DISCOVER & ENGAGE
PRIMARY, SECONDARY, AND CO-INVESTMENT
OPPORTUNITIES

p. 16
LETTING GPS ACCELERATE THEIR MARKETING
WITH AN INDUSTRY UNIQUE ONLINE
MARKETING PLATFORM

p. 19
SECURE, REGULATED, AND NEUTRAL

p. 21
BOARD OF ADVISORS

p. 23
MANAGEMENT TEAM

p. 26
CONCLUSION

p.2 Palico Corporate White Paper © Palico 2012

EXECUTIVE OVERVIEW
PALICO - THE ONLINE MARKETPLACE FOR THE PRIVATE EQUITY FUND
COMMUNITY

Palico is the online marketplace for the private equity fund community. Limited
partners, general partners, placement agents, and gatekeepers from over 100
countries can access the Palico marketplace to meet and engage with qualified
primary, secondary, and co-investment counterparts. Limited partners achieve
unprecedented market coverage and productivity in their opportunity discovery
process, and easily sell and buy secondary fund stakes. General partners leverage
unique online capabilities to broaden their marketing efforts beyond their
established business circle. Placement agents extend the reach of their fundraising
and secondary mandates. Gatekeepers discover and select investment opportunities
on behalf of their LP clients.

Palico is a secure, neutral and regulated platform that helps all members comply
with applicable regulations. With its exclusive primary, secondary, and co-investment
opportunity discovery environment, counterpart engagement services, support for
buying and selling secondary fund stakes, and a bespoke, innovative news service,
Palico is uniting the private equity fund community.

The self-service platform is conveniently accessible from Internet browsers and
Apple® iPhone®, Android™, and RIM ® Blackberry ® mobile applications.


THE PALICO VISION FOR THE PRIVATE EQUITY FUND COMMUNITY
MEETING THE RIGHT PEOPLE: EXISTING BUSINESS CIRCLES ARE NO LONGER ENOUGH

The private equity fund marketplace has vastly expanded over the past twenty years.
Yet, there is a striking discrepancy between its multi-trillion dollar footprint and its
lack of adoption of digital marketplace technologies. The Internet has demonstrated a
unique ability to bring together sellers and buyers in all sorts of markets.

The process of matching general partners (GPs) and limited partners (LPs) with
primary and secondary investors remains heavily reliant on personal interactions. For
the most part, counterpart identification and engagement are done through email,
the telephone, and face-to-face meetings. As a consequence, transactions largely take
place within fragmented national or regional business networks.

THE CHALLENGE FOR LPS: ACCESSING NEW GEOGRAPHIES AND NEW STRATEGIES

Multiple factors, accentuated by the global financial crisis, are now forcing all
participants to seek counterparts beyond their established business circles.

Many LPs are cutting back on the number of funds they invest in. They are
simultaneously increasing stake size and board influence while seeking new
investment opportunities – including specialized sectorial or geography-specific
funds, pledge funds and co-investment programs. Discovering and engaging
counterparts for these innovative investment programs is challenging for LPs
confined to their established business circle.

With the current volatility in public markets, both new and relatively inexperienced
private equity investors – lacking established private equity relationship networks –
are turning to the asset class. For these LPs – as well as for geographically remote
investors – the need for self-service, online access to the global private equity fund
marketplace is particularly strong.

THE CHALLENGE FOR LPS: BUYING AND SELLING SECONDARIES

Secondary sales of private equity fund stakes are firmly on the rise. The stressed and
distressed sellers of the global financial crisis are now followed by a new set of LPs
who are turning to secondaries to actively manage their investment portfolio.

During the global financial crisis, some limited partners had to initiate secondary sales
due to liquidity, allocation, and regulatory constraints.

• LPs unable to meet capital calls put their private equity holdings up for sale.

• Others – with the fall in traded equity value – saw the percentage of their portfolio
invested in private equity rise above internal target allocations. Known as the
denominator effect, this triggered a sharp rise in secondary sales.


• LPs also had to bring secondary stakes to market to bring their private equity
holdings in line with thresholds imposed by new regulations (Basel III, Solvency II,
Dodd Frank).

The financial crisis’ stressed and distressed sellers created attractive buying
opportunities for many LPs. As the crisis now recedes away, forward-looking LPs are
now turning to secondaries as an attractive option for investing in funds of interest.

However, the challenges associated with finding qualified secondary counterparts
within one’s network, auctioning secondary stakes, and rapidly settling transactions
are severely hampering the growth of deal flow.

There is a strong need for a neutral, online platform that facilitates, on a global scale,
swift and confidential selling and buying of secondary private equity stakes between
frequent, occasional, and opportunistic buyers and sellers.

THE CHALLENGE FOR GPS: FORGING NEW INVESTOR CONNECTIONS BEYOND
THEIR BUSINESS CIRCLE

The financial crisis has led many general partners to experience greater difficulty as
they raise new funds – prompting them to seek new investors beyond their business
circle.

GPs who may never encounter such challenges nevertheless look to diversify their
investor base, to lower their dependency on a single category of investors.

In large part owing to LPs’ greater attention to performance, GPs are also increasingly
specializing their investment strategy or geographical focus. For specialized funds, but
also for first-time funds, pledge funds, and those far from the world’s financial hubs,
the need to market themselves beyond their existing network is particularly acute.

For these reasons, GPs are in clear need of an easy-to-use online platform that
facilitates secure, regulated and compliant marketing and communications to the
global limited partner community.

THE CHALLENGE FOR ADVISORS: CONNECTING WITH COUNTERPARTS BEYOND
THEIR ESTABLISHED NETWORKS

Placement agents and gatekeepers are essential participants in the private equity
fund marketplace. The rapid globalization of the private equity fund industry – beyond
regional and national borders – is also prompting them to expand their outreach to
counterparts, beyond their relationship network.

UNSUCCESSFUL ATTEMPTS AT ESTABLISHING ONLINE MARKETPLACES FOR THE
PRIVATE EQUITY FUND COMMUNITY

Past attempts at establishing online marketplace platforms for the private equity fund
industry have not delivered.


• First generation platforms that surfaced in the mid-2000s gained little traction.
They sought to establish themselves as online exchanges for the emerging
secondary market. They failed to acknowledge the complexity of secondary fund
stake transfers, and to provide the regulatory framework necessary to carry out
actual transactions. They became infrequently used online bulletin boards.

• More recently, platforms have been introduced to support the online execution of
secondary transactions. With the operational complexity of executing secondary
deals, such services are of great value. However, the core challenge of the secondary
market is to bring interested counterparts together. By focusing solely on the small
community of repeat LP buyers and sellers, and failing to reach out to the much
larger primary LP audience, these platforms have been slow to gain momentum.

• Since 2010 online exchanges for non-listed company stocks, exclusive communities
for family offices, networks geared at middle market merger and acquisition
transactions, and marketplaces for secondary hedge fund transactions have
emerged. These ‘Private Market Networks’ are obviously not suited to address the
specific requirements of the private equity fund industry. But their success does
demonstrate the potential for a ‘Private Market Network’ dedicated to the global
private equity fund community.

No online platform has set out to service the full private equity fund market, covering
both primary fundraising and secondary opportunities, and focused on bringing
qualified LP and GP counterparts together.

KEY REQUIREMENTS OF AN ONLINE MARKETPLACE FOR THE GLOBAL PRIVATE
EQUITY FUND COMMUNITY

In order to overcome the challenges of a fragmented industry that is overly reliant on
personal business connections, Palico believes an online marketplace for the global
private equity fund community must address the following demanding requirements:

• The need for market neutrality - The online marketplace must be neutral, never
promoting an opportunity over another, or providing investment advice. It must act
as an unbiased gateway that facilitates introductions and exchanges of information
between all counterparts.

• The need to align and balance all participants’ interests - The platform must
be designed with the goal of strengthening the market position for all its members.
Through strict monitoring of member activities, it must also ensure that no
participant “rigs the system”.

• The need to promote transparency and standardization - With the guarantee of
a level playing field, the online marketplace must give all its members access to the
same information presented in a standardized format. Members should be asked
to fill in standardized forms, regarding their organizations, and any investment
opportunities that they present on the platform.


• The need to unite global primary and secondary investing - The platform
must introduce its members to pools of qualified counterparts that are far wider
than those they can tap into today. In order to do so, the platform must unite the
primary and secondary markets. Palico believes a platform that blends primary
and secondary opportunities will successfully introduce primary buyers to the
secondary market, and thus augment the industry’s secondary deal flow. Palico
feels that many LP investors will be interested in secondary stakes in funds that
have already proven their worth, and where money is already hard at work.

• The need to support, not replace human interactions - The platform should
support offline interactions rather than seek to replace them. The platform should
facilitate the day-to-day work habits of market participants, allowing them to cover
the market more efficiently without requiring them to change the way they work.

• The need for anonymity - The online marketplace must ensure knowledge of its
members’ presence on the platform is tightly controlled. LPs must be invisible to all
participants, except those members with whom they have made an introduction.
The online marketplace must guarantee LPs’ preference to remain anonymous in
the preliminary phases of a primary screening process, only revealing their identity
when soliciting authorization for the LP to view confidential marketing or due
diligence documents from the relevant counterpart. The identity of a seller of a
secondary stake must be concealed to all interested buyers other than to the final
buyer of the stake.

• The need for confidentiality - The platform must guarantee fully secure and
controlled access to all information provided by its members. The platform must
offer virtual data room features that allow all members to only disclose confidential
information to the counterparts of their choice. Electronic signing of non-disclosure
agreements must also be supported.

• The need to facilitate regulatory compliance - The multitude of laws that
make investing in, and from, countries a complex operation has hampered the
emergence of a digital marketplace. The platform must facilitate compliance with
complex, and changing, regulatory and tax frameworks in over 100 jurisdictions.
All participants must be vetted through a simple on-board process that guarantees
to everyone that all online interactions are done with pre-approved counterparts.
Of crucial importance, the platform must provide GPs and secondary LP sellers
with digital marketing mechanisms that allow them to comply with the regulations
in their own jurisdiction, with the jurisdictions of the counterparts to whom they
market, and with tax requirements that may apply to the relevant fund interests
being transferred through the online marketplace (for example, US regulations
applicable to publicly-traded limited partnerships).

• The need to service each party’s unique requirements - The online platform
ought to present a distinct face to each of the constituencies it services. LPs must
be provided with an environment that offers both efficient discovery of global


fundraising and secondary opportunities, as well as simplified participation in
secondary processes. GPs must be offered a secure and regulated marketing
environment that simplifies and accelerates their fundraising efforts. The platform
must also support the critical role of placement agents and gatekeepers as
trusted market intermediaries. Gatekeepers must be able to discover and engage
investment opportunities on behalf of their clients. Placement agents must be
allowed to represent the interests of multiple clients effectively – both fundraising
GPs, as well as secondary LP buyers and sellers.


PALICO - THE ONLINE MARKETPLACE FOR THE PRIVATE EQUITY FUND
COMMUNITY
Palico is the first self-service online marketplace for the global private equity fund
community.

With its exclusive primary, secondary, and co-investment opportunity discovery
environment, counterpart engagement services, support for buying and selling
secondary fund stakes, and a bespoke, innovative news service, Palico aims to unite
the fragmented, global private equity fund community.

The platform is conveniently accessible from Internet browsers and Apple®
iPhone®, Android™, and RIM® Blackberry ® mobile applications.

LETTING LPS DISCOVER & ENGAGE WITH QUALIFIED PRIMARY, SECONDARY, AND
CO-INVESTMENT OPPORTUNITIES

Palico provides LPs with the first online environment designed to accelerate
their ongoing investment discovery and counterpart engagement process across
fundraisings, secondary opportunities, and co-investment programs including pledge
funds.

The unique, easy-to-use online platform allows LPs to effectively cover all market
segments of interest to them, to engage with qualified counterparts, and to easily buy
and sell secondary fund stakes.

Palico truly simplifies the way LPs source opportunities and engage with counterparts
the world over. For the first time, a self-service online platform allows LP teams to:

• Identify current investment opportunities for primaries, secondaries, and co-
investments.

• Engage with GPs and gain quick online access to their marketing and due diligence
material.

• Rapidly set-up face-to-face meetings with GPs of interest.

• Easily buy and sell secondary fund stakes.

ENABLING GPS TO ACCELERATE THEIR MARKETING

Palico provides GPs with the first integrated online marketing environment designed to
facilitate compliant, regulated, and secure outreach to active and qualified investors.

Supported marketing tactics include the promotion of marketing material on GPs’
profiles, message broadcasting to all LPs with a declared interest in GPs’ investment
strategies, and help in booking face-to-face meetings with potential investors.

The unique self-service online marketing environment:

• Allows GPs to leverage existing marketing and communications material to
generate sustained streams of qualified leads into their investor pipeline.


• Lets GPs communicate to qualified investors with an interest in their investment
strategy – before, during and after fundraising.

• Simplifies the organization of offline meetings with LPs.

• Accelerates GPs’ fundraising campaigns.

PROVIDING PLACEMENT AGENTS WITH DELEGATED FUNDRAISING AND SECONDARY
MANDATE CAPABILITIES

Placement agents may access the platform to support their delegated fundraising,
and secondary placement or buyer mandates. Palico allows placement agents to
publicize the mandates they are engaged in, and recruit new clients, at the same time
as partaking in the marketplace on behalf of their fundraising and secondary clients.

OFFERING DELEGATED DISCOVERY & SCREENING CAPABILITIES TO GATEKEEPERS

Palico allows gatekeepers to discover, screen and select investment opportunities on
behalf of their LP clients.

PROVIDING ALL PARTICIPANTS WITH SIMPLIFIED DISCOVERY & ENGAGEMENT OF
RELEVANT COUNTERPARTS

The online marketplace provides all members with vastly simplified discovery and
engagement of relevant counterparts for fundraising, secondary transactions,
pledge funds, and co-investment programs. The novel and easy-to-use self-service
platform supplements members’ existing market coverage capabilities. In a secure
and regulated environment, and in a simple and efficient way, Palico’s members
can engage – at a limited cost – with the broadest set of market participants. While
all the time respecting mutual anonymity and one another's sensitivity towards the
disclosure of information.


LETTING LPS EFFICIENTLY DISCOVER & ENGAGE PRIMARY,
SECONDARY, AND CO-INVESTMENT OPPORTUNITIES
LPS STRUGGLE WITH INADEQUATE DISCOVERY & ENGAGEMENT PROCESSES

In an industry that is fast globalizing, LPs find it increasingly difficult to discover
and engage with qualified counterparts beyond their established business circle.
No solution exists that enables them to cover the full market, be productive in their
discovery process, and rapidly engage with potential counterparts.

• LPs spend much time going through multiple news outlets and databases to find
the information that is relevant to their sourcing process.

• Many LPs take a dual approach to sourcing that combines systematic screening of
certain market segments, with opportunistic investigation of potential fundraising
or secondary investments. For LPs the challenge is to avoid missing a relevant
opportunity in the segments they screen, while at the same time identifying
pertinent ideas in areas not directly on their radar screen.

• Beyond fundraisings, LPs find it difficult to identify pledge funds and other co-
investment programs.

• When interested in an investment opportunity, LPs spend considerable time
reaching out to GPs and potential secondary sellers to secure basic information
about the opportunity.

• LPs increasingly seek to invest in secondary opportunities, but have no means to
reach out to potential sellers beyond cold-calling potential sellers, and contacting
secondary intermediaries and GPs.

• LPs considering a secondary sale are reluctant to communicate their intent to the
market.

• LPs rely on a variety of internal and third party tools that are not inter-connected,
and have limited support for team collaboration.

EXPLORING OPPORTUNITIES: PROVIDING LPS WITH BROAD MARKET COVERAGE AND
EFFICIENT DISCOVERY SPANNING PRIMARIES, SECONDARIES, AND CO-INVESTMENTS

Palico offers the first platform designed to accelerate and facilitate LPs’ ongoing
investment discovery process for primary, secondary, and co-investment opportunities.

Armed with Palico’s opportunity screener tool, LPs can scan and shortlist potential
opportunities that reflect their very own investment strategy.

LPs may slice, dice, and explore over 5,000 GP profiles – and their current primary,
secondary, and co-investment opportunities – using a convenient filtering interface
and multiple criteria and filters.


LPs remain anonymous to all other members on the platform as they scan and
shortlist potential opportunities. The platform is a 'one-way mirror', behind which
LPs conceal their identity in the early phase of the discovery process.

When they request access to confidential marketing documents, and due diligence
material stored within GPs’ secure Palico virtual data rooms, LPs must disclose their
identity to individual GPs. LPs must also reveal their identity to secondary LP sellers
as they enter the ‘formal’ phase of a secondary process. This process is described at a
later stage in this white paper.

KEEPING UP-TO-DATE: LETTING LPS KEEP AN EYE ON THE RADAR SCREEN AT
ALL TIMES

Palico works 24/7 for LPs. At each visit the LPs’ personal Palico dashboard offers a
succinct news digest, GP communications, invitations to meet face-to-face with GPs,
plus new, targeted opportunities that perfectly match the LPs’ strategies.

LP members can use the opportunity screener interface to declare and save one, or
several, personal investment strategies. An investment strategy is an intersection of
multiple investment criteria within the Palico opportunity screener. For example, a
member might select ‘Mezzanine’, ‘Industrial’, and ‘Europe’.

As members return to the platform at a later date, they are presented with qualified
information – for their strategies.

1. Platform alerts: members are alerted when new funds enter fundraising mode,
secondary fund stakes appear on the market within one of their saved Palico strategies,
or actions are to be taken with respect to an opportunity on the marketplace.

2. GP communications: short messages sent by GPs with investment strategies
matching strategies saved by LPs are presented to the LPs every time they log onto
the platform.

3. Press digest: recent press coverage and news digests pertinent to their saved
strategies are presented to LPs, each time they visit the platform.

Palico’s global press team is continuously monitoring a broad set of news sources
covering the global private equity industry. The press team categorizes individual
news elements using the same investment strategy definition criteria Palico uses
to organize opportunities, in the Palico opportunity screener. All coverage and
corresponding Internet links for a single news topic are edited and summarized in
a single Palico 140-character news digest.

Members only receive press coverage relating to their saved strategies – allowing
them to rapidly browse all news items linked to their current sectorial and
geographic interests.

Readers may immediately comment on any given news digest. Their reaction is
visible to colleagues, who may in turn react and start a discussion thread.


As LPs explore and browse the profiles of GPs of interest, the LPs can decide to
anonymously ‘follow’ specific GPs. From then on – and with total anonymity – the LPs
are notified about any new opportunities related to their ‘followed’ GPs. The LPs also
receive press digests and short messages broadcasted by the ‘followed’ GPs.

Thanks to the opportunity screener tool, Palico gives LPs a snapshot of the global
market at any given time. Via their personal dashboard that presents them with
relevant market updates, LPs continuously ‘keep their ear to the ground’. In short,
Palico allows LPs to adopt both a strategic, and an opportunistic, approach to
investment.

ENGAGE COUNTERPARTS

Instant access to ongoing fundraisings’ marketing & due diligence documents

When a GP on the platform captures the interest of an LP, the LP may rapidly request
access to the GP’s marketing and due diligence documents, in exchange for full
disclosure of their identity, and, optionally at the request of the GP, answers to GP-
provided investor qualification questions. GPs are free to accept or reject individual
LP requests for access to their confidential marketing and due diligence material.

Rapidly set up face-to-face meetings with GPs

Palico allows GPs to inform LPs when they are planning to visit a city or a designated
location, for example, for a private equity conference. LPs interested in setting up a
meeting may respond to the GP, and Palico helps both the GPs’ and the LPs’ assistants
book the meeting. In this way Palico creates value by generating face-to-face meetings
that would not otherwise have taken place.

BUYING AND SELLING SECONDARIES

Secondary sales of private equity fund stakes are on the rise. Stressed and distressed
sellers in the financial crisis opened the market up to a new category of participants
who see secondary transactions as an effective way to actively manage their
investment portfolio. But severely hampering growth in the secondary deal flow are
challenges such as finding the right buyer or seller and auctioning secondary stakes.

Palico believes the secondary market’s untapped potential lies among opportunistic
sellers and buyers.

• Palico believes LPs will consider selling a stake, if the price is right, and an online
platform takes the pain out of undertaking such deals.

• Palico trusts that, given the opportunity, many primary buyers will consider entering
into funds that have already proven their worth, and where money is already hard
at work.

With the vision of fostering transactions between frequent, occasional, and
opportunistic secondary buyers and sellers, Palico offers end-to-end support for
buying and selling secondary private equity fund stakes.


Innovative multi-step buying and selling process

The innovative platform provides LP members with an ingenious multi-step buying
and selling process.

1. Indicative gauging of market interest
LPs willing to test the market’s interest in one of their fund stakes may rapidly
create a ‘quote request’ asking other LPs to provide them with a non-binding,
indicative expression of interest for the stake, along with optional indicative pricing.
Before making the quote request public, the Palico team validates the potential
seller is an investor in the relevant fund by requesting evidence of ownership.
Once ownership has been confirmed, the new secondary quote request
becomes accessible to all LPs on the platform, alongside primary opportunities.
Interested buyers respond to the seller with a non-binding indicative quote based
on the information at their disposal, or by simply stating their interest in the stake.

2. Qualified buyer leads
If the market shows interest, and the seller feels the price is right, the seller may
indicate to Palico that they are formally putting their stake up for sale, while
maintaining anonymity.

At this point the identity of the LPs who participated in the indicative step is
revealed to the seller. The seller may at this stage contact the candidate buyers
offline, or, optionally, launch a formal auction process on the platform.

3. Formal auction
Optionally, after being given the identity of candidate buyers, the seller may
launch a formal auction process on the platform.

The seller may at this point screen out certain candidates, in order to
retain a sub-set. Retained potential buyers are informed that they are
now given the opportunity to enter a formal bid process for the stake.
They are also granted access to the virtual data room for the auction.
They may decide to leave the process at this point, or submit a formal bid.
In turn, the platform captures secondary bids, declares a winner, and
communicates auction results to the participants. The seller’s identity is only
then revealed to the winner.

ON-THE-GO COLLABORATION

Parallel to advanced customization for each individual’s experience on the platform,
Palico is also designed to support LP teams’ deeply collaborative screening process.

A team-shared ‘opportunity pipeline’ reflects individual interactions with counterparts.
The pipeline identifies all ‘followed’ LPs, those who have opened, or refused, access to
their marketing and due diligence material, and those who have been discarded. The
team’s involvement in secondary processes is visible in the pipeline.


Complementing this collaborative approach to exploring and engaging opportunities
on Palico, team members can share their notes on all investment opportunities with
the rest of their team.

LPs are given mobile access to core functionality of the platform from a mobile
application for Apple® iPhone®, Android™ and RIM® Blackberry® smartphones. The
mobile application provides on the road access to the opportunity screener, news
digests, and collaborative functionality.


LETTING GPS ACCELERATE THEIR MARKETING WITH AN INDUSTRY
UNIQUE ONLINE MARKETING PLATFORM
GPS STRUGGLE WITH INADEQUATE FUNDRAISING & ONGOING INVESTOR
RELATIONS PROCESSES

GPs dedicate significant time and resources towards fundraising and managing
investor relations. Many GPs struggle with inadequate tools and processes as they
raise funds and engage with potential counterparts. Before and after fundraising, GPs
often have no easy way to communicate with potential investors.

• Spending time organizing meetings and producing marketing content is a
distraction from the GPs’ core investment activity.

• There is no perfect solution for GPs seeking to find the right people outside their
current investor base. Attending conferences is costly, time consuming and often
yields unqualified LPs. Reaching out to lists of LPs is an inefficient hit-or-miss
exercise, and may generate frustration from over-solicited LPs. Straight cold-calling
or emailing is also typically prohibited by private placement regulations in the
relevant jurisdictions where marketing efforts are being targeted.

• First-time fundraisers, GPs geographically remote from the world’s financial
centers, and those with specialized investment strategies, or innovative investment
programs, find it particularly challenging to raise funds in an effective fashion.

• LPs or gatekeepers, that the GPs may not know well, often contact GPs. GPs usually
accept to share information and set up meetings with them on the premise that
these interactions will potentially lead to a fund commitment. But it is difficult
for GPs to get background information on these counterparts, and to assess the
likelihood of these contacts committing to their funds.

• While fundraising, GPs have to organize face-to-face meetings with target LPs, both
at home and abroad. GPs often travel to remote locations for just a few meetings
with significant idle time between meetings – precious time that could be used to
meet qualified investors.

• GPs looking to form a group of co-investors, or to formally set-up a pledge-fund
structure with several LPs, have limited financial resources to use towards their
marketing efforts, particularly because these mechanisms do not include upfront
management fees. In addition, these initiatives do not lend themselves to the
marketing tactics used in more traditional fundraisings.

• Private placement regulations typically do not allow GPs to publicly prospect
for investors in their funds. Corporate websites, broadcasting media (emailing,
direct mail) and public news outlets are thus of very limited use for GPs in their
fundraising efforts.


ALLOWING GPS TO ACCELERATE THEIR MARKETING WITH AN INDUSTRY
UNIQUE ONLINE MARKETING PLATFORM

Palico is the first secure, regulated, and neutral online marketing environment that
allows GPs to harvest qualified LP leads, communicate with qualified LP investors
for their fundraisings and co-investment programs, and set up face-to-face meetings
with LPs.

Palico’s research team maintains contact information and investment strategy for
nearly 5,000 of the world’s leading private equity GPs. When joining Palico, GPs take
control of the information displayed on their profile, with the ability to easily edit and
update their primary points of contact, funds under management, their investment
portfolio and their professional and office listings.

HARVESTING INVESTOR LEADS

GPs may promote as many marketing documents as they wish from their public
profile. Some documents may be offered to all LPs on the platform with no need to
disclose their identity or to secure authorization from the GP. In order to be accessed
by an LP, other documents may require the LP to disclose their identity to the GP, and
for the GP to explicitly grant access to the document.

Information promoting each asset is rapidly input using an intuitive interface.
Individual marketing documents are easily uploaded and documents may be
automatically converted to lightweight Adobe PDFs, and watermarked by the platform
to further ensure confidentiality of the material accessed by LPs on the platform.

Interested LPs reveal their identity in exchange for access to GPs’ restricted marketing
and due diligence documents – creating new leads in the GP’s investor pipeline.

Palico gives GPs the option to tailor short qualifying questions that are submitted to
LPs who request access to restricted marketing or due diligence material.

LETTING GPS COMMUNICATE WITH QUALIFIED INVESTORS - BEFORE, DURING,
AND AFTER FUNDRAISING

On Palico, sending marketing messages to all LPs with an interest in your investment
strategy is as easy as sending an email – yet much more targeted and secure. Palico
lets you communicate with investors at all times, in a controlled, auditable, secure,
and compliant fashion.
• Ping LPs to ask them for feedback about a potential strategy you’re investigating.
• Communicate important news about your firm, such as successful exits and
important hires.
• Create new leads by sending messages that prompt LPs to disclose their identity in
exchange for a marketing document – the way marketers in other industries send
emails to create leads.
• Keep momentum going during fundraising by “nurturing leads” with exclusive
thought-leadership content.


• And after fundraising, easily stay in touch with LPs who didn’t enter your fund but
asked to stay informed.
• And if you’ve got an ad-hoc co-investment opportunity, simply ping all the LPs and
promote the opportunity.
Staying in touch with the global community of LPs interested in your strategy – at all
stages in your investment cycle – has never been easier.

SETTING UP FACE-TO-FACE MEETINGS

Palico enables GPs to suggest meetings to all LPs in the cities they visit or the
conferences they attend. This information is made available to all LP members.

LPs can easily express their interest in meeting with a given GP, and the platform even
sends an email to both parties’ assistants, in order to set up a face-to-face meeting.

Palico makes possible face-to-face meetings that would otherwise not have happened.
No more wasted afternoons in a far away city, that you could have put to good use to
meet potential investors.

ON-THE-GO ACCESS

GPs can access core platform functionality from mobile applications for Apple®
iPhone®, Android™, and RIM® Blackberry® handsets.

All requests for immediate action, such as requests for access to marketing or due
diligence documents, can be accessed from these mobile applications.

NEWS DIGEST SERVICE
The bespoke Palico press service, that provides a targeted news stream based on the
GPs’ declared investment strategies, is fully accessible via the Internet browser and
the mobile application versions of Palico.


SECURE, REGULATED AND NEUTRAL
Palico is a secure, regulated, and neutral online marketplace. The platform was
engineered from the ground up with these stringent requirements in mind. They are
the three design principles and pillars on which the marketplace rests.

SECURE

A secure platform guarantees that the confidential data it is entrusted with by its
members is securely stored, employing the most demanding security technologies
used by government agencies around the world. A secure platform also guarantees
its members the anonymity they choose to keep in the marketplace, and provides
them with fine-grained disclosure of their sensitive material, only to members they
authorize.

• Anonymity - The online marketplace ensures knowledge of its members’ presence
on the platform is tightly controlled. LPs are invisible to all participants other than
to those members with whom they have introduced themselves. Palico guarantees
LPs’ preference to remain anonymous in the preliminary phases of a primary or
co-investment process. LPs only reveal their identity when soliciting authorization
to view confidential marketing or due diligence documents. In a secondary auction
process, the identity of a seller of a secondary stake is concealed to all others, apart
from the final buyer of the stake.

• Confidentiality - The platform guarantees fully secure and controlled access to
all information provided by its members. The platform offers virtual data room
features that allow all members to only disclose confidential information to the
counterparts of their choosing. Electronic signing of non-disclosure agreements is
supported.

• Data Security - Palico houses its data in a state of the art data center. All documents
stored by Palico users on the platform are encrypted and decrypted on the fly when
they are accessed by authorized counterparts. All browser sessions are performed
in SSL mode from login to log-off – ensuring that no interception is possible. All
user accounts are provisioned and de-provisioned by the Palico team.

REGULATED

Palico is a regulated platform that holds broker dealer licenses in the United States
and the European Union. It also hardwires functionality that help Palico’s members
comply with applicable regulations in their counterparts’ jurisdiction. And our internal
member relationships team continuously polices the platform.

• Registered Broker Dealer Status - Palico is a registered broker dealer in the United
States and the European Union. Thanks to its strict broker-dealer environment, the
marketplace helps you comply with regulations applicable to your private equity
investment fund activities throughout the platform.


• Compliance Enforcement Features - All participants are vetted through a simple
boarding process that guarantees to all members that all online interactions are
done with pre-approved counterparts. The platform helps GPs and secondary LP
sellers comply with the regulations in their own jurisdiction, as well as with the
jurisdictions of the counterparts to whom they are marketing.

• Member Relationship & Platform Policing - The Palico member relationship
team assists members in their online activities and polices the platform for
inappropriate behavior and infringement of Palico’s internal rules.

NEUTRAL

A neutral platform never promotes one party’s interest over the other, and spares
no effort to ensure that all of the members’ interests are aligned and maximized -
thanks in part to transparent and standardized access to the same information by all
members.

• Marketplace Neutrality - The online marketplace is neutral, never promoting one
opportunity over another, or providing investment advice. The marketplace acts as
an unbiased gateway that facilitates introductions and exchanges of information
between all counterparts. Palico’s flat subscription fee is a further guarantee of the
platform’s neutrality, ensuring the platform does not rely on transaction success
fees.

• Alignment of Interests - The platform is designed with the goal to strengthen the
market position of all its members. Through strict monitoring of member activities,
it also ensures that no participant 'rigs the system'.

• Transparency & Standardization - The online marketplace gives all members
access to the same information presented in a standardized format.


BOARD OF ADVISORS
The Palico Board of Advisors is an essential, and strengthening, component of the
Palico organization. The Board brings together prominent senior level individuals
and acts as a bulwark against any conflict of interest that may arise in the course of
operations.

The Board facilitates strong networking relationships, and provides strategic advice
and recommendations.

Alongside Palico’s management team – comprised of seasoned private equity
entrepreneurs and online industry professionals – the Board of Advisors contributes
expert advice, ideas and diverse opinions that enrich Palico’s perspectives and
analyses. For several years the Board of Advisors is expected to help guide the
company’s strategy and direction.

The Board of Advisors represents a diverse range of achievements and is testimony
to the global ambition of the Palico online marketplace. Six prominent figures have
accepted to join Palico’s Board of Advisors. They are:

Lady Barbara Judge

An American & British citizen, Lady Barbara Judge has been chairman of the UK
Atomic Energy Authority since 2004. She is also currently a member of the UK Nuclear
Development Forum, chairman of SOAS and a member of the boards of Massey Energy
(USA), Bekaert NV (Belgium), Statoil ASA (Norway) and Murchinson United (Australian
uranium mining company). She is also co-chairman of the UK/US Task Force for
Corporate Governance and a member of the Asia Task Force. In addition, she is also
a Public Member of the Intl Ethics Standards Board for Accountants and a member
of the Board of the Royal Academy of Art and the US Council on Foreign Relations.
Earlier in her career, Lady Judge was appointed as the youngest ever Commissioner
at the US Securities and Exchange Commission in 1980.

Roel Campos

An American citizen, Mr. Campos served as Commissioner at the US Securities and
Exchange Commission between 2002-07 and is now partner with Washington D.C.
law firm Cooley Godward Kronish. Mr. Campos was named to President-elect Barack
Obama’s economic advisory board and is a current member of the Committee on
Capital Markets Regulation, an independent and non-partisan 501(c)(3) research
organization dedicated to improving the regulation of US capital markets.

Prof. N. Bülent Gültekin

Professor Gultekin has been on the faculty of the Finance department of the Wharton
School of the University of Pennsylvania since 1981. He was the Governor of the
Central Bank of the Republic of Turkey, Chief Advisor to Prime Minister Turgut Özal,
and President for Mass Housing and Public Participation Administration in Turkey.
He served as the Chief Advisor to the Minister of Privatization in Poland during 1989-


1991. He was a policy advisor to the governments of Indonesia, Egypt, Uzbekistan,
Kazakhstan, Ukraine, Belarus, Russian Federation, and to the presidents Nursultan
Nazerbaev, and Islam Karimov. He served as a senior advisor to many agencies in the
public sector such as USAIS and European Bank of Restructure and Development, and
has been a consultant for many international firms. Professor Gutelkin received a BSc.
in mechanical engineering from Robert College, an MBA from Bogazici University, and
a Ph.D. from the Wharton School.

Soud Ba’alawy

Soud Ba’alawy has over 20 years of experience in banking and investments, most
recently (2000-2010) as the Executive Chairman of Dubai Group the diversified
financial services company of Dubai Holding focusing on Banking, Investments and
Insurance. Ba’alawy previously served as Vice President of Citibank’s Gulf Treasury
in Dubai, Chief Investment Officer of Dubai Internet City and Vice President of The
Executive Office (of H.H. Sheikh Mohamed bin Rashid al- Maktoum, Vice President
of the UAE and the Ruler of Dubai). Known for his strategic insights, international
perspective and entrepreneurial vision, Ba’alawy has held numerous international
Boards positions, and led several milestone acquisitions and significant strategic
investments for Dubai, and is a frequent speaker and advisor in public forums.

Sheryl Schwartz

Sheryl Schwartz is Senior Managing Director at Perseus, a firm that invests in and
manages funds in mezzanine debt and private equity. At Perseus, Ms. Schwartz
invests in mezzanine debt investments, private equity investments, and manages
investor relations. Prior to joining Perseus in 2010, Ms. Schwartz was head of TIAA-
CREF’s alternative investment team, where she managed a team of 10 professionals
and was responsible for all fund, direct private equity co-investment, timber, and
mezzanine debt opportunities on behalf of the organization. Throughout her stay
with TIAA-CREF, Ms. Schwartz built a diversified portfolio of approximately $13
billion of commitments in alternative investments. Ms. Schwartz has over 22 years
of experience investing in fixed income and alternative investments. She serves
on the Board of Directors of the Women’s Association of Venture and Equity, Inc.
(WAVE), which is a non-profit organization that is committed to the development and
advancement of women in private equity and venture capital. She was also a long-
time member of the Institutional Limited Partners Association (ILPA).

Christophe Florin

Christophe Florin heads emerging markets fund investments for Abu Dhabi Investment
Authority (ADIA)'s private equity business. Mr. Florin was formerly Member of the
Executive Board, COO, and headed Asian operations at AXA Private Equity, a global
leader in the private equity fund industry with over $28 billion in private equity
investments across multiple strategies, including funds of funds, buyout, mezzanine,
and infrastructure. Mr. Florin participated in the creation and development of AXA
Private Equity's Asian operations from Singapore, investing over $1.2 billion in the
region across funds of funds, co-investments and secondaries. Earlier, Mr. Florin


created, developed, and co-managed AXA Private Equity's secondary and fund of fund
team. Mr. Florin holds an MBA from Laval University in Quebec, Canada, and an MSc
from Institut d'Etudes Politiques (Sciences Po) in Paris.

MANAGEMENT TEAM
The Palico management team is comprised of seasoned private equity entrepreneurs
and online industry professionals. They all contribute unique private equity, online
platform development, and sales & marketing expertise to the venture.

Antoine Dréan - Founder, Chairman & CEO

Antoine heads Palico. He has over 20 years of experience as an industry pioneer,
having successfully founded and developed three innovative ventures in Private
Equity. Antoine founded Triago in 1992, Europe’s first independent private equity
placement agent. In 2007, Antoine founded Mantra, an investment company focused
on listed private equity and non-traditional private equity funds. Antoine started
his professional career in 1986 in a French advisory firm specialized in distressed
situations. In 1988, Antoine founded an M&A boutique which he eventually sold to an
American investment bank in 1990. Antoine holds an MBA from the Wharton School
of the University of Pennsylvania, and is a member of the Wharton Executive Board
for Europe, Middle East, and Africa.

Cédric Teissier - Founder & General Counsel

Cédric Teissier is responsible for supervising the legal and regulatory aspects of
Palico. Cédric has over 10 years of experience as a private equity attorney. Prior to
joining Palico, Cédric practiced in Debevoise & Plimpton’s New York and Paris offices
where he focused on private equity fund formation in the US, Europe and emerging
markets. He also has extensive experience in advising institutional investors and
sponsors in primary and secondary transactions, as well as a diverse range of private
equity actors in connection with their regulatory matters. Earlier in his career, Cédric
started as an attorney in the private equity team at SJ Berwin. Cédric earned a Master
in International Business Law and a Master in Business Law, Tax and Accountancy
summa from the University of Aix-Marseille III. He also holds an LL.M from Cornell
Law School. He is a member of the New York Bar and the Paris Bar.

Catherine Barratt - Vice President, Head of EMEA Sales

Catherine Barratt heads sales for Europe, the Middle East and Africa. Before joining
Palico, Catherine ran EMEA Sales Strategy & Operations for S&P Capital IQ and held
a number of management positions within parent company McGraw Hill. Earlier,
Catherine founded the custom publishing business for Moscow-based media
group Afisha, delivering bespoke publications and online content to domestic and
international companies operating in Russia. Catherine has held strategy and business
development positions with Morgan Stanley and Condé Nast. She earned an MBA
from New York’s Columbia Business School and a Bachelor’s degree in Economics
from Durham University in the UK.


Jeff Davidson - Vice President, Head of Americas Sales

Jeff heads sales in North and South America. Before joining Palico, he co-founded
and launched AxialMarket, the world’s largest online platform for buying and selling
businesses. Earlier, Jeff held a variety of business development and management
positions at SEI Investments, a global advisory firm for institutional and family
wealth managers. Jeff holds a Bachelor of Science degree in Finance, specializing in
Accounting.

Gilles Laborderie - CTO

Gilles Laborderie is responsible for the overall architecture and development of Palico’s
platform. Before joining Palico, Gilles was director of web and mobile development at
Twenga, an eCommerce Search Engine. Prior to that, Gilles was managing director at
OCTO Technology, a French IT consulting firm. There Gilles advised many companies
– including CALYON, Société Générale Corporate & Investment Banking, PagesJaunes
and EURO-VL – on IT strategy as well as Agile product development. Gilles holds an
MSc in Engineering from ENSTA (France) as well as from the University of Michigan
(USA).

Adrian Dultzin-Lacoste - Founder & Vice President, Product Management

Adrian Dultzin-Lacoste heads product management for Palico, overseeing the design,
creation and improvement of all of Palico’s products. Prior to joining Palico, Adrian
worked for two years at Triago on multiple fundraising projects and secondary
transactions, as well as managing the overhaul of the company’s CRM and ERP systems.
Previous to that, Adrian worked as an analyst at WestLB’s Leverage Finance team in
London, and as an auditor at Mazars in Paris. Adrian holds an MSc in Management
from ESSEC Business School, and studied at the Haas School of Business, UC Berkeley,
in the part-time MBA program.

Patrick Abouchalache - Principal Americas; Vice President, Member
Relationships in the Americas

In addition to overall responsibility for Palico’s operations in the Americas, Patrick
heads member relationships in the region. Serving in the latter role, Patrick and his
team provide hands-on support and advice to Palico members in their day-to-day use
of the platform. Before joining Palico, Patrick founded The PEGA Group, a New York
based consultancy, advising institutional investors, family offices, entrepreneurs, and
senior executives. He previously worked as an investment banker at Salomon Smith
Barney in the Global Communications Group and in the European M&A Group. He
began his career as an investment analyst at the International Finance Corporation.
Patrick earned a B.S. in Economics from The Wharton School, cum laude, and an MBA
from INSEAD. Patrick is Co-President Americas of the INSEAD Private Equity Network.


Bruno Lafleur, CA, CFA - Vice President, EMEA Member Relationships

Bruno Lafleur heads Member Relationships for Europe, the Middle East and Asia.
Bruno’s team provides hands-on support and advice to Palico members in their day-
to-day use of the platform. He brings with him over 16 years experience in private
equity, investment banking, and auditing. Before joining Palico, Bruno was a Director
in UBS’s Private Funds Group in London where he advised general partners and
limited partners on fundraisings and secondary transactions. Bruno qualified as a
Chartered Accountant with Ernst & Young in Montreal, where he was a Manager in
the Audit group and the M&A Due Diligence group. A Chartered Financial Analyst, he
earned an MBA from London Business School and a B. Comm. from McGill University.

Arthur de Catheu - Vice President of Business Development

Arthur has over eight years of relevant Private Equity experience. Prior to joining Palico,
Arthur conducted an 18 months turnaround mission for a SME where he was in charge
of Corporate Finance matters. Before this mission, Arthur was with AXA Private Equity
in Paris where he was responsible for sourcing and executing secondary transactions,
as well as fund and mezzanine investments in Europe, the US and Asia. Arthur started
his career by co-founding CD Private Equity, an M&A boutique operating in the private
equity sector where he performed secondary transactions, primary placements, and
helped the Clive-Worms family office set up a direct investment fund. Arthur holds a
BA from ESLSCA Paris, a JD in Business Law from the University of Paris, and an MBA
from Babson College, Massachusetts (USA).

Etienne Viellard - Interim Vice President of Marketing

Etienne Viellard acts as interim Vice President of Marketing, and is leading global
market introduction efforts for the company. Etienne brings 13 years of B2B
branding, marketing and communications experience to the Palico team. Prior to
Palico, Etienne was senior director of marketing at French software vendor Neolane,
the European leader in marketing automation software. And previous to this, Etienne
was director of product marketing at financial performance management software
leader Hyperion (then NSDQ HYSL now part of Oracle). Before that, he was senior
director of corporate marketing at software giant Oracle (NSDQ ORCL), overseeing
global corporate marketing for Oracle Fusion Middleware, one of the vendors’ three
software product lines. Etienne holds an MSc in Management from ESCP Europe
Business School.


CONCLUSION
Many factors are prompting all members of the global private equity fund community
to seek potential counterparts beyond their established business circles.

These factors include the rise in secondary transactions, growing interest in alternative
investment models – such as pledge funds and co-investment programs – and the
appeal of specialized sectorial and geographic-specific funds.

All market participants struggle to discover and engage qualified potential
counterparts.

• LPs find it difficult to effectively cover the full market, and discover fundraising,
secondary, and co-investment opportunities in line with their investment strategy.

• While for GPs it is a challenge to market themselves to qualified LPs beyond their
known business circles.

• Placement agents and gatekeepers are also looking to extend their reach beyond
their established network.

Palico overcomes these challenges with the introduction of the first self-service,
online marketplace for the global private equity fund community.

Palico’s platform allows all of its members to easily – and effectively – discover and
engage with qualified potential counterparts on a global scale.

EFFICIENT DISCOVERY

Palico simplifies the way LPs source opportunities and engage with counterparts the
world over. For the first time, a self-service online platform allows LP teams to:

• Identify current investment opportunities for fundraisings, secondaries, and co-
investments.
• Engage with GPs and gain quick online access to their marketing and due diligence
material.
• Rapidly set-up face-to-face meetings with GPs of interest.
• Easily buy and sell secondary fund stakes.
• Collaborate with colleagues, in, or away from, the office.

EFFECTIVE MARKETING

Palico provides GPs with the first integrated online marketing environment designed
to facilitate compliant, regulated, and secure outreach to active and qualified
investors. The unique self-service online marketing environment:

• Allows GPs to leverage existing marketing and communications material to
generate sustained streams of qualified leads into their investor pipeline.


• Lets GPs communicate with qualified investors with an interest in their investment
strategy – before, during and after fundraising.
• Simplifies the organization of offline meetings with LPs.
• Accelerates GPs’ fundraising campaigns.

ACCELERATED ADVISOR MANDATES

Palico allows placement agents and gatekeepers to extend the reach of their mandates
beyond their established networks.

SECURE, REGULATED, AND NEUTRAL

Palico is a secure, regulated, and neutral marketplace. A registered broker dealer in
the US and the European Union, Palico helps all members comply with regulations
applicable to their private equity investment fund activities.

Palico is uniting the fragmented private equity fund community.

For more information, please visit www.palico.com


NEW YORK
420 Lexington Avenue, Suite 1425
New York, NY 10170
United States
+1 (212) 661-4700

LONDON
42 Brook Street
London W1K 5DB
United Kingdom
+44 (0)20 3178 6261

PARIS
10 rue La Fayette
75009 Paris
France
+33 (0) 144 839 182

info@palico.com
www.palico.com

© Palico 2012 All Rights Reserved. Palico is a member of FINRA and SIPC, and is licensed by AMF and ACP. This brochure is for
informational purposes only. Palico makes no warranties, expressed or implied, in this document. Palico is a registered trademark in
the United States and other countries. All other trademarks contained herein are the property of their respective owners.

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