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Mandate Submission Form

Definitions

Throughout this entire form, the following terms are used:

Client: Includes the investment manager of any investment fund or vehicle, the sponsor of any direct investment opportunity and a direct issuer, all inclusive of their respective affiliates.

Offering: Includes any investment fund or vehicle managed by the Client, as well as any direct investment opportunity, including both corporate and real estate related opportunities across both equity and debt that is organized or otherwise sponsored by the Client.

In the event that the Client is also the issuer (i.e. they are issuing their own debt or equity) then you should regard the issuer as both the Client and Offering when completing the form.

Purpose & Requirement

This form is designed to conduct due diligence regarding the Client, Offering, including Non-Securities Real Estate Joint Venture Transactions, for both Initial Submissions and Mandate Add-on Submissions, all as applicable, to enable Stonehaven and the relevant Registered Representative(s) to satisfy diligence and product knowledge requirements mandated by relevant law and regulation. Furthermore, Stonehaven conducts due diligence to maintain the reputation of our platform, properly vet our counter-parties, and optimize the capital raising process. This includes due diligence documentation requests that can provide a full commercial understanding of the Client and Offering, including but not limited to relevant marketing materials, organizational documents for the Client and Offering entities, key contractual agreements, critical third party service provider agreements, history/track record of the Client, etc.

Please note that you may save drafts of the form while you are collecting requisite documents and information. You may also contact Brian Gaffney (bgaffney@stonehaven-llc.com) with any questions or comments about the form.

Approval Process

Mandate Agreement ("MA") - Prior to completing this submission form, it is critical for the submitting Affiliate Partner and prospective Client to negotiate and have agreement on all key commercial terms (not just the headline fee) before we collectively spend too much time on diligence and precise contacting language. Please refer to the Term Sheet / MOU template for a universe of key terms to be negotiated prior to completing this form.

After key terms are agreed the submitting Affiliate Partner may forward the documented terms to Stonehaven and/or complete the submission form that follows, which includes a section for key economic and commercial terms. Upon receipt of full and complete commercial terms, Stonehaven or its external counsel will use proposed contract terms included in the form to amend one of its standard MA templates to fit the contemplated commercial arrangement. Such customized MA template will then be provided to the Affiliate Partner and Client (as requested) for review and consideration. To the extent that i) any subsequent edits of the customized MA involve material edits to the structure of Stonehaven's MA template or ii) circumstances require use of a non-Stonehaven template, then such work will be performed by external counsel at the Affiliate Partner's expense.

Please note: While Stonehaven is generally aligned with Affiliate Partners in achieving fair and sound contract terms, Stonehaven, it's internal counsel and Stonehaven's external counsel (collectively, "Stonehaven Counsel") formally represent Stonehaven only, and do not represent Affiliate Partners with respect to the agreement associated with this submission or any other agreement. Affiliate Partner acknowledges that it has not received and is not relying upon any purported legal advice of Stonehaven Counsel in connection with the agreement associated with this submission, and it will not rely upon any purported legal advice of Stonehaven’s Counsel in connection with any third-party agreements or otherwise. Stonehaven is not a law firm or legal services provider and does not provide legal advice, and Affiliate Partners shall not assert that they relied upon advice of Stonehaven in connection with the agreement associated with this submission or any other third-party agreement.

Diligence Review - The submitting Affiliate Partner should complete the form, collaborating with the Client to collect all relevant due diligence documentation. Provided that the submitting Affiliate Partner and the Client have agreed to all key contractual terms, Stonehaven will then review all descriptive information and materials in an attempt to understand the Client and Offering. To complete its diligence review Stonehaven will require:

Form Verification: The Mandate Submission Form (”MSF”) will be distributed to Client for verification following Stonehaven’s initial review.
Background Checks: As part of its mandate on-boarding process Stonehaven runs formal background checks on key principals related to new Mandates. The checks are fairly standardized in nature, covering criminal background, education, credit health, etc. Stonehaven typically run two checks.
Specific Feedback: Stonehaven will typically generate a set of unique Questions & Comments ("Q&C"), which we will ask for the submitting Affiliate Partner and subject Client to address. The responsibility for coordinating the Client's responses to the Q&C rests entirely with the submitting Affiliate Partner. Q&C may go through multiple rounds of questions; however, this form is intended to address as many due diligence items upfront as possible to minimize the follow-up Q&C.

Marketing Material Approval - Stonehaven will review the marketing material included with the submission form for compliance with relevant regulation and guidance. Stonehaven's comments and suggested edits will be included in the Q&C document. It is the submitting Affiliate Partner's responsibility to ensure that all relevant edits are made to the Client's marketing materials and then re-submitted to Stonehaven. Registered Representatives may only distribute marketing materials that have been reviewed and approved by Stonehaven and include Stonehaven's standard disclosure & disclaimer pages.

For the sake of clarity, the submission of the form does not complete diligence. Clients and Offerings are only considered approved after:

The MA or Non-Securities Transaction contract is in place (as applicable)
Stonehaven has reviewed a complete submission
The requested background checks are complete
The form is verified by the Client
The submitting Affiliate Partner and/or Client has fully responded to the relevant Q&C
The marketing material is approved with the proper disclaimer page on Stonehaven's Box.com file system (not applicable for on-Securities Real Estate Joint Venture Transactions)
The marketing of a non-approved Offering(s) is strictly prohibited.

Discretion with respect to the approval of the Client or Offering, or the interpretation of the Affiliate Mandate Submission process lies entirely with Stonehaven.

Stonehaven's goal is to manage the Client and Offering on-boarding process as expediently as possible while conducting proper due diligence to maintain the integrity of the platform. We greatly appreciate your help facilitating this process professionally.

Please note: Stonehaven's diligence review will only commence upon the receipt of complete and accurate forms. Forms that are submitted with erroneous or incomplete information will be rejected.

Affiliate Partner Email Address

Do you understand and acknowledge Stonehaven's policies and procedures outlined above?

Yes

Account ID

Client Background Information

This section relates to the Client. Information and materials related to specific Offering should be attached below in the Offering section.

Mandate Overview

Affiliate Partner (Brand)

Stonehaven RR Responsible for Submission

Submission Type

“Normal Submission” is designed for normal securities transactions, and follows the normal protocol for diligence, contracting, and sales. The two "Real Estate Joint Venture" selections are for specific real estate related joint venture opportunities. Please contact Mark Sullivan for more information.

Client Type

Hold down Control to select multiple items

Client Contact Info

Company Name

Main Phone Number

Website

Country

Street

City

State / Province

Zip Code

Brief History of Relationship Between Affiliate Partner & Client

Prospective Non-Securities Transaction Test

Please complete this section with the information known at the time of submission with consideration for 1) the nature of the contemplated transaction and 2) the targeted prospective investor audience. This form will be reopened when/if an investor commits or consummates any transaction so that a final securities/non-securities qualification test can be completed.

Is it expected that the joint venture or investment agreement allow the joint venturer(s) or investor(s) to remove or replace the Sponsor, whether with or without cause?

YesNo

Are the Sponsor’s skills such that it could be readily replaced by another commercial professional offering similar services on similar terms?

YesNo

Is it expected that the joint venturer(s) will have the skills necessary to operate the contemplated joint venture or locate and hire a manager if the Sponsor was terminated?

YesNo

Is expected that the approval of a least a majority of the joint venturers will be required for:

a. Adoption of, and amendments to, the business plan?

YesNo

b. Adoption of the annual budget?

YesNo

c. Appointment of a replacement Sponsor?

YesNo

d. Material deviations from the business plan or annual budget?

YesNo

e. The sale or merger of the joint venture or sale of substantially all of its assets?

YesNo

f. Adoption of and changes to the leasing guidelines (if properties are leased)?

YesNo

g. Lending or borrowing by the joint venture?

YesNo

h. Changes in accounting policies and selection of the auditor?

YesNo

i. Dissolution, bankruptcy, and initiation or resolution of litigation?

YesNo

j. Material Contracts (e.g. services providers)?

YesNo

k. For any venturer to transfer its interest in the opportunity?

YesNo

Are the prospective joint venturer(s) generally sophisticated in business and finance?

YesNo

Are the prospective joint venturers specifically sophisticated in or knowledgeable about real estate investing?

YesNo

Do the prospective joint venturers have experience with investments in real estate of the type that are contemplated in the joint venture's business plan?

YesNo

Is it expected that there be fewer than 20 joint venturers or investors in the opportunity?

YesNo

Is it expected that each joint venturer will be given the contact information of all other joint venturers?

YesNo

Is it expected that each joint venturer will be given detailed financial and operational data regarding the joint venture, including all information necessary to make a meaningful decision when exercising their management and voting rights?

YesNo

Non-securities transaction notes; if you answered "No" to any questions above, please provide a thorough explanation.

Does the Affiliate Partner agree to notify Stonehaven if there are any changes to the answers to the above questions in relation to any Client related/sponsored transactions?

Yes

Please note that this does not set the final determination of a transaction being a securities vs. non-securities transaction.

Non-Securities Transaction Test

Does the joint venture or investment agreement allow the joint venturer(s) or investor(s) to remove or replace the Sponsor, whether with or without cause?

YesNo

Are the Sponsor’s skills such that it could be readily replaced by another commercial professional offering similar services on similar terms?

YesNo

Does the joint venturer have the skills necessary to operate the joint venture or locate and hire a manager if the Sponsor was terminated?

YesNo

Is approval of a least a majority of the joint venturers required for:

a. Adoption of, and amendments to, the business plan?

YesNo

b. Adoption of the annual budget?

YesNo

c. Appointment of a replacement Sponsor?

YesNo

d. Material deviations from the business plan or annual budget?

YesNo

e. The sale or merger of the joint venture or sale of substantially all of its assets?

YesNo

f. Adoption of and changes to the leasing guidelines (if properties are leased)?

YesNo

g. Lending or borrowing by the joint venture?

YesNo

h. Changes in accounting policies and selection of the auditor?

YesNo

i. Dissolution, bankruptcy, and initiation or resolution of litigation?

YesNo

j. Material Contracts (e.g. services providers)?

YesNo

k. For any venturer to transfer its interest in the opportunity?

YesNo

Is the joint venturer generally sophisticated in business and finance?

YesNo

Is the joint venturer specifically sophisticated in or knowledgeable about real estate investing?

YesNo

Does the joint venturer have experience with investments in real estate of the type that are contemplated in the joint venture's business plan?

YesNo

Will there be fewer than 20 joint venturers or investors in the opportunity?

YesNo

Will each joint venturer be given the contact information of all other joint venturers?

YesNo

Will the joint venturer be given detailed financial and operational data regarding the joint venture, including all information necessary to make a meaningful decision when exercising their management and voting rights?

YesNo

Non-securities transaction notes; if you answered "No" to any questions above, please provide a thorough explanation.

Does the Affiliate Partner agree to notify Stonehaven if there are any changes to the answers to the above questions in relation to any Client related/sponsored transactions?

Yes

Please note that this does not set the final determination of a transaction being a securities vs. non-securities transaction.

Client Primary Point(s) of Contact

Add all employees, independent contractors, or associated people at Client that have discretion over investment decisions, hold executive titles, and/or have ownership stakes in management company or related entities. Please add additional individuals by clicking "Add Person" below.

First Name

Last Name

Title

Work Phone

Mobile Phone

Email Address

LinkedIn URL

Provide web address from LinkedIn profile

Partner/Equity Holder

YesNo

Holds investment discretion

BACKGROUND CHECKS: Stonehaven's Mandate on-boarding process requires formal background checks to be run on two key principals of each prospective Client. The checks are fairly standardized in nature, covering criminal background, education, credit health, etc. Please provide the names and contact information for two principals that you believe should be the subject of the background checks. Please note that Stonehaven may elect to choose alternate individuals.

You do not need to repeat the contact information if it has already been provided in the Primary Points of Contact Section above.

Following the submission of this form an authorization request for us to run the background check will be distributed directly to the two key principals via the HireRight portal to the two individuals (unless Stonehaven wishes to run the checks on alternate individuals). HireRight is a leading background screening vendor providing services in 200+ countries and territories.

Client Company Information

Overview

Founding Date

Current Firmwide AUM

(US Dollars)

Annual Revenue

(US Dollars; actual, not projected)

# Owners / Executive Officers

# Support Professionals

# Total Professionals

Does the Client or Offering engage in operating or investment activities within the cannabis industry? If yes, the please include a comprehensive explanation of the Client's business or investment activities when answering the Brief Overview question below.

YesNo

Brief Overview of the Client

Marketing Documents

The documents requested in this section relate to the Client, and not the Offering. Materials related to specific Offering(i.e. products and/or opportunities) should be attached below in the Offering section.

Does the Client have a firm, non-deal/fund specific presentation?

YesNo

Firm presentation

Please attach any other documents that you feel are relevant to understanding the CLIENT; i.e. manager, sponsor or issuer (Documents related to the Offering are to be attached below). You may upload subsequent documents by clicking "Add Document" below.

Organizational Documents

Is an Organizational Chart included in the firm presentation (above) or the Offering presentation (attached below), including relationships between all Client and Offering related entities?

YesNo

Please Provide an Organizational Chart (Including relationships between all Client and Offering related entities; including Client entity, fund vehicles, direct investment entities, etc.) or a comprehensive schedule of all entities that touch the relevant fund's organizational structure. Please only attach an Organization Chart; any other document should be attached elsewhere.

Client Certificate of Incorporation (or similar document): Generally this is a document issued by a sovereign or state jurisdiction certifying the establishment of the relevant corporate entity)

Additional Client organizational documents: Please upload documents as required for individual entities or if multiple Client entities exist by using the "Choose File" button. Subsequent documents may be added by clicking "Add Document" below.

Regulatory Documentation

Please check below any other regulatory bodies with whom the Client is registered?

Hold down Control to select multiple items.

Form ADV I

Form ADV II

Please provide any relevant information concerning regulatory bodies. Upload document(s) by using the "Choose File" button.

Please provide information on what regulatory registration exemption the Client is operating under .

Is the client required to carry cannabis related licensing to lawfully conduct its business or investment activities in its relevant jurisdictions?

YesNo

Cannabis Licenses: Please upload copies of all cannabis related licenses and applications by using the "Choose File" button. Subsequent documents may be added for additional regulatory bodies by clicking "Add Document" below.

Please confirm that the Client's operating or investment activities conform to the United States Department of Justice's "Cole Memo Priorities":

Yes

Registration document for relevant regulatory bodies: Please upload registration documents for each regulatory body by using the "Choose File" button. Subsequent documents may be added for additional regulatory bodies by clicking "Add Document" below.

Has the firm experienced any routine cycle and/or investigative exams or audits from any industry regulator or other jurisdictional authority?

YesNo

Is the Client willing to provide a copy of the regulator's finding report related to such cycle and/or investigative exam/audit (i.e. a SEC deficiency letter), as well as the Client's response to such findings report?

YesNo

Please provide a summary of the regulators findings report related to such routine exam, as well as a summary of the Client's response to such findings report.

Please provide the regulator's findings report related to such routine exam/audit (i.e. a SEC deficiency letter), as well as the Client's response to such findings report. Additional documents can be added by clicking "Add Document" below.

Policies and Procedures

Please provide the name of the individual who is responsible for the Client's adherence to compliance with relevant law and regulatory matters.

First Name

Last Name

E-mail

Is the above mentioned individual formally identified as the "Chief Compliance Officer"?

YesNo

Does the Client have documented policies and procedures; e.g. Compliance Manual, Code of Ethics, Valuation Policy, Service Provider Oversight Policy, Business Continuity Plan, etc.?

YesNo

Please provide an explanation of the internal controls that the Client has in place related to conflicts of interest, risk management, compliance, investment/commercial decision making and business operations.

Policy document Upload: Please upload using the "Choose File" button. Subsequent documents may be added by clicking "Add Document" below.

Due Diligence

For all questions below, Client is inclusive of all management companies and related entities, Offerings includes all current and past funds, other investment entities or SPVs managed or owned by Client, and "Principals" refers to all individuals who hold executive titles, have ownership in the Client and/or are employees, independent contractors, or associated people that have discretion over investment decisions.

Have any of the Principals ever been part of an operating entity or general partner, or affiliated with a Product that suspended redemption and/or subscriptions?

YesNo

If Yes, please provide an explanation.

Have any of the Principals ever been part of or affiliated with an operating company or investment vehicle that was put into involuntary dissolution or receivership, or had assets frozen, seized or impaired?

YesNo

If Yes, please provide an explanation.

Have the Client or any Offering related entities ever been involved in any mediation, arbitration or litigation?

YesNo

If Yes, please provide an explanation.

Does the Client have any knowledge of any employees facing or that previously faced civil, criminal or regulatory lawsuits or arbitration?

YesNo

If Yes, please provide an explanation.

Has the Client, Offering related entities, predecessor entities or Principals ever been censured or fined from any governmental bodies, jurisdictional authorities or regulatory agencies?

YesNo

If Yes, please provide an explanation.

Has there been a material change in the Client's assets or capital (increase or decrease) over the course of the firm’s history?

YesNo

If Yes, please provide an explanation.

Are there any material economic contingencies or liabilities of the firm?

YesNo

If Yes, please provide an explanation.

Do there exist any internal, employee-only investments managed by the Client that are not available to outside investors?

YesNo

If Yes, please provide an explanation.

Have any of the Client's managed vehicles ever gated, forced a side pocketing of an asset, restructured or not fully paid redemptions and/or distributions in cash?

YesNo

If Yes, please provide an explanation.

Are there any investors in the any of the Client's controlled entities (whether a single entity, fund company, or group of affiliated entities under common control or corporate de facto control) that have multiple investments in the Offering related entity that total greater than 15% of the AUM/capital? If so, please provide an explanation as to what the terms of those investments are and what type of investor they are?

YesNo

If Yes, please provide an explanation.

Does the Client manage any "first loss" capital (i.e. capital from an investor or liquidity provider that requires the Client to bear a disproportionate share of any investment losses)?

YesNo

If Yes, please provide an explanation.

Do any investors have side letters with the Client or any related entities? If so, please provide an explanation as to what the terms are of the agreement(s) and the correlating size of the investor(s)?

YesNo

If Yes, please provide an explanation.

Has there been any turnover in the firm’s key principals/employees?

YesNo

If Yes, please provide an explanation.

Are there any current or pending organizational updates (staff turn-over, pending service provider changes, etc.)?

YesNo

If Yes, please provide an explanation.

Conflicts of Interest: Are there any conflicts - real or perceived - that are unique to the Client, its employees or the Offering relative to compensation, service provider relationships, incentives, etc? Are there any other conflicts beyond what is included in standard boiler plate language that would be found in any offering document?

YesNo

If yes, please provide an explanation.

Offering Information

Please fill out this section for each capital raise opportunity being considered (including all vehicles/entities) one at a time. You may add additional Offerings using "Add Offering" button in bottom right corner.

Offering Type

Is the Client also the issuer, or is the Client acting as a sponsor for a separate direct investment opportunity?

Strategy Description

Name of Offering

Asset Type

Hold down Control to select multiple items.

Strategy

Hold down Control to select multiple items.

Brief Strategy Description

Offering liquidity structure

Does the Offering employ leverage?

YesNo

What is the Offering's maximum gross leverage/exposure as a multiple of equity; e.g. 2=200% gross exposure?

What is the Offering's net exposure as a multiple of equity; e.g. 2=200% net exposure?

Does the Offering utilize derivatives?

YesNo

Does the Offering ever hold uncovered options or other derivatives?

YesNo

Does the strategy hold Level II and Level III assets?

YesNo

Please provide a description of the Level II & III assets as well as the percentage of the portfolio that is typically held in Level II and Level III assets.

Can any of the Offering entities side pocket investments? If yes, please provide an explanation of what the correlating maximum % is that can be side-pocketed.

YesNo

If Yes, please provide an explanation.

Has any Offering related entity ever gated or force side pocketed an asset, or restructured in the past? If so, what were the circumstances surrounding the gating, side pocketing or restructuring, and what has been the performance of the fund or side pocket since?

YesNo

If Yes, please provide an explanation.

Do any of the Offering related entites invest in any other internal or external funds, partnerships or managed entities? If so, please provide an explanation as to what the names of the investment(s) are, % of the fund(s) invested, liquidity terms of the investment(s) and are double fees getting paid?

YesNo

If Yes, please provide an explanation.

Could the Offering meet its redemption schedule in a stressed market in the face of 25%+ redemptions?

YesNo

Please provide an explanation of the liquidity controls built into the Offering entity's terms that are designed to mitigate the impact of elevated levels of redemptions. If no special controls exist please state "Standard redemption controls only".

Has the Offering's NAV or any financial reports (audited or otherwise) ever been qualified or restated?

YesNo

If Yes, please provide an explanation.

Structure

Hold down Control to select multiple items.

Current Strategy AUM

(US dollars, please write out full amount, and do not include commas)

Target Capital Raise

(US dollars, please write out full amount, and do not include commas)

Estimated Strategy Capacity

(US dollars, please write out full amount, and do not include commas)

Client's Investment Into Strategy

(US dollars, please write out full amount, and do not include commas)

Documents

Is there a Offering specific presentation?

YesNo

Offering Specific Presentation

Are bios of management team included in presentation (or the Firm presentation provided above)?

YesNo

Please provide bios of management team.

Tear Sheet / Profile

Does the Client have a supplemental informational document, such as a DDQ?

YesNo

DDQ (AIMA Format or Similar)

Is a financial model of the Offering/deal available, including financial projections, sources & uses of capital, etc.?

YesNo

Offering deal model

Has the submitting Affiliate Partner thoroughly reviewed the model and all formulas for correctness and integrity?

YesNo

Are current financials for the Offering entiteis/deal available?

YesNo

Upload current financials, including balance sheet, income statement, & cash flows. Additional documents may be uploaded by clicking "Add Document" below.

Does the Client distribute investor correspondence or investment memos in relation to the Offering entities?

YesNo

All Offering specific investor correspondence over the last 12 months: Please upload using the "Choose File" button. Subsequent documents may be added by clicking "Add Document" below.

Track Record

Open-end fund track record?

Track Record: Please upload monthly net returns since inception (Excel).

Does the track record belong entirely to the Client, include actual performance for all periods since inception/formation, represent the current investment strategy, and was it generated by the current investment team?

Track record notes; please provide a thorough explanation of qualifications related to the track record.

Closed-end fund track record

Track Record: Please upload track record for all predecessor funds that pursue the same strategy (Excel).

Does the track record belong to entirely to the Client, include all historical periods, investments & vehicles, represent the current investment strategy, and was it generated by the current investment team?

Track record notes; please provide a thorough explanation of qualifications related to the track record.

Direct Opportunity: Client/Deal Sponsor Track Record

Track Record: Please upload track record for all historical direct deals, including entry date, exit date and transaction size (Excel).

Marketing Compliance

Stonehaven will only approve and Affiliate Partners may only utilize marketing materials that conform to regulatory guidelines.

Regulatory guidelines require marketing material to be presented in a “fair and balanced” manner. The most relevant rule on this point is FINRA Rule 2210, which states in section that: “all member communications must be based on principles of fair dealing and good faith, must be fair and balanced, and must provide a sound basis for evaluating the facts in regard to a particular security or type of security, industry, or service. No member may omit any material fact or qualification if the omission, in light of the context of the material presented, would cause the communications to be misleading.”

It is noted that while many Clients are subject to SEC oversight, Stonehaven and its Affiliates are subject to FINRA oversight. Regulation standard between the SEC and FINRA do not always align perfectly. As such Clients need to understand and accept that some amends to their marketing material may be required in order for them to be approved for use by Stonehaven and its Affiliate Partners.

Is the marketing material presented in a "fair and balanced" manner, as prescribed by FINRA Rule 2210, with appropriate prominence given to the risks of the investments/strategy?

YesNo

Does the Client agree to provide revised marketing materials that reflect a more "fair and balanced" presentation of the risks associated with the investment strategy?

Yes

Does the Client agree to disclose the track record's qualifications discussed in the Track Record section above?

Yes

Are all references to performance throughout marketing materials explicitly labeled as gross or net of fees (as applicable)?

YesNoFrom a regulatory standpoint net returns need to be included, and all references to performance need to be referenced as being either gross or net to the LP investor.

Does the Client agree to provide revised marketing materials with returns properly labeled?

Yes

Does the marketing material include any predictive, forward looking statements?

YesNoIn order to conform to FINRA Rule 2210, marketing materials should be free of any predictive or forward looking statements. Any investment analysis included in marketing materials needs to be qualified as the Client’s estimates only, with a statement describing major assumptions and methodologies.

Are the included forward looking statements fully and conspicuously qualified as the Client's estimates only, with statements describing major assumptions and methodologies used?

Yes

Do the marketing material include select trade/investment examples?

YesNoRegulatory guidance suggests that if sponsors wish to include references to past trades/investments then their inclusion must be based on an objective measure (i.e. all investments, largest positions, top 5 winners and losers, etc.). If all investments are not included, then the objectively determined selection should be accompanied by a statement that additional information can be provided upon request.

Is the selection of past trades/investments based on an objective measure, such as all investments, largest positions, top 5 winners and losers, etc.

Yes

Does Client or any of its affiliated companies earn any fees in relation to the fund or strategy other than standard management and/or incentive fees (e.g. origination fees, transaction, servicing, trading commissions, legal, consulting, asset management, operational pass through, etc)?

YesNo

If Client earns any additional fees are they disclosed in the marketing materials and Offering Documents?

YesNo

Does the Client agree to provide revised marketing materials that disclose all potential fee streams that will be paid to the Client or its affiliates?

Yes

If Client or its affiliates earn any additional fees, please provide an explanation of all such fees in the available box below.

Onshore US Domiciled Fund Entity - Organizational Information

Is there a onshore-US fund that has launched or is expected to launch?

YesNo

Onshore Launch Status

AUM

(US Dollars)

Onshore Anticipated Launch Date

Are the onshore-US Offering Documents complete?

YesNo

Onshore Offering Documents

Onshore Subscription Documents

Are the onshore-US fund entities formed?

YesNo

Legal name of onshore-US fund entity:

Onshore Fund Organizational Documents. Generally, these are documents issued by a state jurisdiction certifying the establishment of the relevant fund entity) Please upload documents as required for individual entities. Subsequent documents may be added by clicking "Add Document" below.

Offshore Non-US Domiciled Fund Entity - Organizational Information

Is there an offshore fund that has launched or is expected to launch?

YesNo

Offshore Launch Status

AUM

(US Dollars)

Onshore Anticipated Launch Date

Are the offshore Offering Documents complete?

YesNo

Offshore Offering Documents

Offshore Subscription Documents

Is the vehicle eligible for sale in the US

YesNo

Are the offshore fund entities formed?

YesNo

Legal name of offshore fund entity:

Offshore Fund Organizational Documents. Generally, these are documents issued by a state jurisdiction certifying the establishment of the relevant fund entity). Please upload documents as required for individual entities. Subsequent documents may be added by clicking "Add Document" below.

Direct Investment - Organizational Information

Please provide a thorough explanation of the transaction

Is the Offering entity formed/established?

YesNo

Organizational Documents. Generally, these are documents issued by a state jurisdiction certifying the establishment of the relevant entity. Please upload documents as required for individual entities. Subsequent documents may be added by clicking "Add Document" below.

Date of Formation

Anticipated Date of Formation

Legal name of entity:

Total Capital Required

(US Dollars)

Expected Form of Investment

Please provide the size of the Principal/Sponsor's current investment in the deal entities as well as any additional investments expected to occur with the current raise

How will the Client be compensated with respect to the capital raise?

Please elaborate on how Client will be compensated.

Please provide the estimated current pre-money valuation:

Date of Last Equity Raise

Does a Term Sheet or Offering Documentation exist for the investment?

YesNo

Term Sheet / Offering Documentation

Please provide a history of the Offering entity's capital structure since inception (i.e. # of capital raises, debt vs. equity issuance, ownership metrics, etc.); please attach a full capitalization table below.

Please attach documents that related to the Offering entity's historical capital raises. Multiple documents may be uploaded by clicking "Add Document" below.

Separately Managed Accounts - Organizational Information

Does the Client have an existing separate account business?

YesNo

Estimated Account Size

Anticipated Date of Formation

Does a Term Sheet exist that governs fees and liquidity?

YesNo

Term Sheet

Does an Investment Management Agreement exist that governs the investment strategy parameters?

YesNo

Investment Management Agreement

Third Party Service Provider Information

Have the Offering entities been audited historically?

YesNo

Please upload all complete audited financial statements related to the Offering, since inception. Multiple documents may be uploaded by clicking "Add Document" below.

Does the Offering have a auditor engaged currently?

YesNo

Agreement with auditor

Has there been a change to the fund auditor in the past 5 years?

YesNo

If yes, please provide an explanation of the changes in the Offering's fund auditor, including reasons for any termination events.

Does the Offering have a fund administrator or other third party servicing agent?

Agreement with fund administrator

Please describe the service provided and the frequency with which services are performed (daily, weekly, annual, etc.); i.e. daily P&L, monthly formal NAV.

Has there been a change to the administrator in the past 5 years?

YesNo

If yes, please provide an explanation of the changes in the Offering''s fund administration servicing, including reasons for any termination events.

Please attach any other documents that you feel are relevant to understanding the Offering. You may upload subsequent documents by clicking "Add Document" below.

Reminder: You may add additional Offerings using "Add Offering" button in bottom right corner.

Related Offerings

Does the Client or principals of the Client manage operating companies, funds or other investment entities (now or in the past) other than those to be marketed?

YesNo

Are all current and historical entities that are managed by the Client included in any of the presentation material already attached to this form?

YesNo

If no, please provide a schedule of all current and historical Offering entities managed by the Client, including the following for each historical managed entity. For hedge funds and other liquid investment vehicles please include launch dates, AUM, monthly historical performance track record. For private equity, real estate and other illiquid funds/vehicles please include launch dates, capital commitments, investment period, capital invested, number of investments, number of closed investments, capital returned to date and performance track record. For direct investment opportunities (private equity, debt or real estate) please include short descriptions, investment dates, form of investment (debt, equity), capital invested, realized capital, and investment returns.Attach schedule here:

Anticipated Capital Raising Outreach Information

Indicate which investor types will be targeted as part of the marketing mandate?

Hold down Control to select multiple items.

Within which geographic regions will marketing activities take place?

Hold down Control to select multiple items.

Are all Registered Representatives of the submitting Affiliate Partner registered in all U.S. state jurisdictions where marketing will take place?

YesNo

Please indicate which Registered Representative and which U.S. state jurisdiction where new registrations will be needed.

Is the Client properly set up to market into Canada?

YesNo

Parties agree that no Canadian focused marketing activities will take place until the Client is properly set up to market in Canada.

Yes

Please elaborate on the Client's plans and preparedness to conform to Canadian regulations to allow for marketing activities to commence.

Does the Client have a designated Swiss Selling Representative?

YesNo

Parties agree that no Switzerland focused marketing activities will take place until the Client has properly designated a Swiss Selling Representative.

Yes

Please elaborate on the Client's plans and preparedness to designate a Swiss Selling Representative to allow for marketing activities to commence.

Swiss Selling Representative company name:

First Name

Last Name

E-mail Address

Is the Client registered as an Alternative Investment Fund Manager (AIFM) with the requisite jurisdictions and in compliance with the Alternatives Investment Fund Managers Directive (AIFMD)?

YesNo

Parties agree that no UK or Eurozone (ex. Switzerland) focused marketing activities will take place until the Client is in compliance with AIFMD rules & regulations.

Yes

Please elaborate on the Client's plans and preparedness to conform to AIFMD regulations.

If Other, please list all jurisdictions within which marketing activities will take place.

Please elaborate on any unique characteristics of the contemplated marketing mandate with respect to activities, jurisdictions, required registrations, etc.

Other Third Party Marketers / Placement Agents / Investment Bankers

Is the Client based in the US and/or is the Client seeking to raise assets from US based investors?

YesNo

Has the Client engaged any other third party marketing firm(s) to market the Client or Offering?

YesNo

Are the other third party marketing firms that are engaged by the Client registered as or affiliated with a FINRA member broker-dealer?

YesNoAny other third party marketing firms working for a U.S. manager/sponsor or targeting U.S. investors must be registered as a FINRA Broker Dealer. Submissions may be suspended or rejected if this is not the case.

Please describe the scope of any other activities by any non-FINRA registered third party marketing firm(s).

Is the Client willing to provide the name of other third party marketing firms that they've engaged?

YesNo

Please list the names of the third party marketing firm(s) that the Client has engaged.

Please attach the executed or draft non-securities transaction/OBA contract here.

Cross Marketing

Open to Cross-Marketing

Anticipated Cross-Marketing Participants

% of Gross Economics to Participant

Cross Marketing production is subject to an incremental 5% override to Stonehaven. Please designate what percentage of net economics should be paid to the Participating AP; the Originating AP will receive the difference.

Comments

Post Submission Comments (Stonehaven Use Only)

Advance to hedge fund scorecard

Yes

Please note: After the Affiliate Partner submits the complete form, Stonehaven will distribute a PDF version of any non-OBA complete form to the Client in order to obtain their confirmation of the form's accuracy. This confirmation will be processed via Adobe Sign electronic signature.

*Mandate Stage

Hedge Fund Manager Scorecard

Stonehaven's Manager Scorecard was designed as an attempt to provide an objective measure of the quality of prospective Managers and mandates. The Scorecard includes 21 factors across 5 categories including: Strategy, Track Record, Team, Profile, Infrastructure & Capital Raising. Factor selections may carry either positive, negative or no score. The philosophy is that some selections are additive to the Manger's marketability or mandate's viability, while others are detractors, and others have no impact. The highest possible score is 100; although high quality Managers typically score in the 50s, 60s, 70s. It is worth noting that early stage managers, with low AUM, headcount and a limited track record do not score well. This does not mean they necessarily represent unattractive mandates. The Scorecard is not a "final verdict", but rather a single "barometric" type input in assessing the viability of a prospective mandate.

Strategy

Strategy Differentiation

Strategy Demand

Alpha-Beta Factor

Strategy Total

High Score: 17 Low Score: -12

Strategy Comment:

Track Record

Track Record Length

Track Record Performance

Track Record Total

High Score: 13 Low Score: -9

Track Record Comment:

Team

Pedigree

Team Size

Team Total

High Score: 12 Low Score: -6

Team Comment:

Profile

AUM

GP Co-Invest

Marquee LPs

Location

Profile Total

High Score: 18 Low Score: -12

Profile Comment:

Infrastructure

Operations

Ownership

Issues

Structure

Infrastructure Total

High Score: 16 Low Score: -21

Infrastructure Comment:

Capital Raising

Collaboration

Breadth of Mandate

Capacity

Commitment

Presentation Skills

Materials

Capital Raising Total

High Score: 24 Low Score: -27

Capital Raising Comment:

SCORECARD TOTAL

High Score: 100 Low Score: -87

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