Institutional Rigor, Engineered Precision

See how Praxis handles an LP fund investment — from LPA review through side letter negotiation and closing. Seven steps, three perspectives, fully orchestrated.

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Sarah Chen, Praxis

Mar 4, 2026

Re: Meridian Growth Partners VI -- Engagement Letter We have opened Matter PRX-2026-0147. Your team will have portal access within the hour.

Re: Meridian Growth Partners VI -- Engagement Letter

From: Sarah Chen, Praxis

To: James Morrison, Oregon Investment Council

Date: Mar 4, 2026

Dear James, Thank you for engaging Praxis on the Meridian Growth Partners VI commitment. We have opened Matter PRX-2026-0147 and your team will have portal access within the hour. We have received the following documents from Meridian Capital Group: - Limited Partnership Agreement (247 pages, executed draft dated Feb 28, 2026) - GP Form Side Letter - Subscription Agreement template Our team is beginning the full LPA review now. You should expect an initial issues list within 24 hours, covering all 50 provisions across our standard taxonomy -- economic terms, governance, LP protections, compliance, and reporting. We will flag any critical findings immediately rather than waiting for the full analysis. Please confirm the entity structure: we are proceeding on the basis that Oregon IC will invest via a Delaware limited partnership vehicle, consistent with your prior fund commitments. Best regards, Sarah Chen Praxis

Attachments

Engagement_Letter.pdf

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Sarah Chen, Praxis

Mar 5, 2026

Meridian VI -- LPA Review Complete Our review identified 6 critical and 12 high priority findings across the 50-provision taxonomy.

Meridian VI -- LPA Review Complete

From: Sarah Chen, Praxis

To: James Morrison, Oregon Investment Council

Date: Mar 5, 2026

Dear James, The Meridian Growth Partners VI LPA review is complete. Our analysis covered all 50 provisions across 10 categories, benchmarked against 200+ comparable transactions. Summary of findings: - 6 Critical priority items (severity 8-10) -- require immediate negotiation - 12 High priority items (severity 6-7) -- recommended for side letter inclusion - 18 Medium priority items (severity 4-5) -- standard negotiation points - 14 Standard items -- consistent with current market terms The most significant finding is the management fee structure: 2.0% on committed capital with no step-down, versus market standard of 1.50% during the investment period stepping down to 1.25% on invested capital post-investment period. Estimated excess cost over fund life: $5M. The full issues list is available on your portal (Matter PRX-2026-0147) and attached as PDF. We recommend scheduling a 30-minute call to walk through the critical items before we begin drafting the side letter. Best regards, Sarah Chen Praxis

Attachments

Issues_List_v2.1.pdf

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Comments: 2

PRAXIS

LPA Review: Meridian Growth Partners VI

Client: State of Oregon IC | Date: Mar 8, 2026

Matter: PRX-2026-0147 | Status: Draft

Economic Terms

▸ Management Fee

CRITICAL

LPA: 2.0% on committed capital during investment period, no step-down post-investment period

Market: 1.50% during investment period, stepping down to 1.25% on invested capital post-investment period

Action: Negotiate step-down to 1.50% post-investment period on invested capital. Estimated excess cost over fund life: $5M.

Economic Impact: $5M

▸ Distribution Waterfall

HIGH

LPA: American waterfall with 8% preferred return and 100% GP catch-up

Market: European (whole-fund) waterfall increasingly standard for growth equity funds >$2B

Action: Accept American structure if GP clawback and escrow provisions are robust. Model both structures for LP economics comparison.

Distribution Mechanics

▸ GP Clawback

HIGH

LPA: Standard GP clawback obligation, no escrow or guarantee requirement

Market: Escrow of 20-30% of carried interest distributions with annual true-up

Action: Require escrow of at least 20% of carried interest distributions with annual true-up. Critical protection given American waterfall structure.

Expenses & Costs

▸ Fee Offsets

MEDIUM

LPA: 80% offset of transaction fees, monitoring fees, and directors' fees against management fee

Market: 100% offset is current market standard for institutional-quality funds

Action: Request 100% offset of all portfolio company fees against management fee. Estimated annual impact: $200K-$500K.

Economic Impact: $200K-$500K/yr

Governance & GP Authority

▸ Key Person

HIGH

LPA: Michael Torres (Managing Partner) as sole key person

Market: 2-3 key persons standard for fund of this size, including CIO and senior investment professionals

Action: Expand key person clause to include CIO and at minimum two sector leads. Require suspension of investment period upon departure with LP advisory committee vote to resume.

▸ Co-Investment Rights

HIGH

LPA: Co-investment opportunities offered at GP sole discretion, no allocation methodology disclosed

Market: Pro-rata co-investment right or priority allocation for commitments exceeding $100M

Action: Request pro-rata co-investment right for first $50M per opportunity. No management fee or carry on co-investments.

Consider strengthening -- GP has conceded fee step-downs in prior funds (Meridian IV, V).

Accept American if clawback escrow is robust. Model both for client presentation.

PRX-2026-0147 | Meridian Growth Partners VI

State of Oregon Investment Council Active

Stage: Analysis Complete

Timeline

Engagement Mar 4

LPA Received Mar 4

Analysis Complete Mar 5

Side Letter Draft

GP Negotiation

Closing

Deliverables

Issues List

v2.1

Economics Memo NEW

v1.0

Side Letter Draft DRAFT

--

Approval Gates

Approve Issues List Priorities

Approved

Approve Side Letter Draft

Not Started

Approve Final Execution

Not Started

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Track Changes: ON

PRAXIS

Economics Memo

Meridian Growth Partners VI -- LP Net Returns Analysis

Fee Structure Summary

Management Fee	2.0% on committed capital (no step-down)
Carried Interest	20% above 8% preferred return
GP Catch-up	100%
Waterfall	American (deal-by-deal)

Scenario Analysis ($200M Commitment)

Scenario	Gross MOIC	Net IRR	Net MOIC	Total Fees
Downside	1.2x	2.8%	1.06x	$14.2M
Base	2.0x	14.2%	1.72x	$18.4M
Upside	3.0x	22.1%	2.48x	$26.1M

Key Finding

Management fee reduction to 1.50% post-investment period on invested capital saves approximately $5M across all scenarios. American waterfall reduces LP net MOIC by ~4% versus European structure at base case.

PRX-2026-0147 | Meridian Growth Partners VI

State of Oregon Investment Council Active

Stage: Side Letter Drafted

Timeline

Engagement Mar 4

LPA Received Mar 4

Analysis Complete Mar 5

Side Letter Draft Mar 10

GP Negotiation

Closing

Deliverables

Issues List

v2.1

Economics Memo

v1.0

Side Letter Draft NEW

v1.0

Approval Gates

Approve Issues List Priorities

Approved

Approve Side Letter Draft

Awaiting Approval

Approve Final Execution

Not Started

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Track Changes: ON

Comments: 2

PRAXIS

Side Letter Draft

Meridian Growth Partners VI -- Tracked Changes

must have — Management Fee

Notwithstanding Section 6.1 of the Partnership Agreement, the Management Fee payable by the Limited Partner during the Post-Investment Period shall be 1.50% per annum of Invested Capital (in lieu of 2.0% per annum of Committed Capital as set forth in the Partnership Agreement). For the avoidance of doubt, the Management Fee during the Investment Period shall remain 2.0% per annum of Committed Capital.

Source: Clause Library: mgmt-fee-stepdown-v3

must have — GP Clawback Escrow

In addition to the GP Clawback obligation set forth in Section 8.4 of the Partnership Agreement, the General Partner shall establish and maintain an escrow account funded with no less than 20% of all carried interest distributions received by the General Partner. The escrow shall be subject to annual true-up based on realized and unrealized portfolio performance, with release upon final fund liquidation.

Source: Precedent: Apex Growth Partners V (2024)

must have — Key Person

Section 10.2 of the Partnership Agreement is hereby amended and restated to provide that the "Key Persons" shall be Michael Torres (Managing Partner), David Park (Chief Investment Officer), and at least two of the following sector leads: [names to be inserted]. Upon the occurrence of a Key Person Event, the Investment Period shall be automatically suspended and may only be reinstated upon the affirmative vote of the LP Advisory Committee.

Source: LP House Position

nice to have — Co-Investment Rights

The General Partner shall offer the Limited Partner a pro-rata co-investment right for the first $50M of each co-investment opportunity, on a no-fee, no-carry basis. The Limited Partner shall have 10 business days to accept or decline each co-investment opportunity. The General Partner's allocation methodology for co-investment opportunities shall be disclosed to the LP Advisory Committee on an annual basis.

Source: Precedent: Summit Infrastructure Partners III (2025)

nice to have — Fee Offsets

Section 6.3 of the Partnership Agreement is hereby amended to provide that 100% ~~80%~~ of all transaction fees, monitoring fees, directors' fees, and any other compensation received by the General Partner or its affiliates from portfolio companies shall be offset against the Management Fee.

Source: Market Standard (2025 vintage)

if leverage permits — Distribution Waterfall

No side letter clause required. The American waterfall structure set forth in Section 8.1 is acceptable provided the GP Clawback Escrow provision (above) is accepted. If escrow is not agreed, escalate to European waterfall request.

Source: Internal Analysis: Contingent on Clawback Escrow

Strong clause. GP conceded similar step-down in Fund V -- precedent supports.

Consider adding quarterly true-up frequency to escrow provision.

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Sarah Chen, Praxis

Mar 14, 2026

Meridian VI -- GP Counsel Response Received Dawson & Holbrook LLP responded: 14 of 18 provisions accepted, 3 partial, 1 rejected.

Meridian VI -- GP Counsel Response Received

From: Sarah Chen, Praxis

To: James Morrison, Oregon Investment Council

Date: Mar 14, 2026

Dear James, We have received GP counsel's markup of the Meridian VI side letter from Dawson & Holbrook LLP. Summary of their response: Accepted (14 of 18): - Management fee step-down to 1.50% post-investment period -- ACCEPTED - GP clawback escrow at 20% -- ACCEPTED - Fee offset increase to 100% -- ACCEPTED - Co-investment pro-rata right -- ACCEPTED (capped at $25M per opportunity vs. our $50M request) - Plus 10 additional nice-to-have provisions Partial acceptance (3): - Key person: added CIO but not sector leads - Excuse rights: narrower scope than requested - Reporting frequency: quarterly (vs. monthly requested) Rejected (1): - Key person expansion to include sector leads -- GP position is that sector leads rotate and naming them creates operational risk Our analysis of the counter-positions is available on the portal. We recommend accepting the partial positions on excuse rights and reporting, and pushing back on key person with a compromise: name the CIO and require 60-day notice before sector lead changes. Best regards, Sarah Chen Praxis

Attachments

GP_Markup_v2.pdf

Counter_Analysis.pdf

PRX-2026-0147 | Meridian Growth Partners VI

State of Oregon Investment Council Closing

Stage: Final Execution

Timeline

Engagement Mar 4

LPA Received Mar 4

Analysis Complete Mar 5

Side Letter Draft Mar 10

GP Negotiation Mar 14

Closing Mar 18

Deliverables

Issues List

v2.1

Economics Memo

v1.0

Side Letter

v3.2

Subscription Agreement NEW

v1.0

Closing Checklist NEW

v1.0

Approval Gates

Approve Issues List Priorities

Approved

Approve Side Letter Final

Approved

Approve Final Execution

Awaiting Approval

Institutional Rigor, Engineered Precision

Re: Meridian Growth Partners VI -- Engagement Letter

New Matter Intake

Meridian VI -- LPA Review Complete

LPA Review: Meridian Growth Partners VI

Economic Terms

Distribution Mechanics

Expenses & Costs

Governance & GP Authority

Timeline

Deliverables

Approval Gates

Economics Memo

Fee Structure Summary

Scenario Analysis ($200M Commitment)

Key Finding

Timeline

Deliverables

Approval Gates

Side Letter Draft

Meridian VI -- GP Counsel Response Received

GP Markup Analysis

Response Summary

Recommended Counter-Positions

Timeline

Deliverables

Approval Gates

Closing Package

Closing Checklist

Institutional Memory