The vendors shown below were selected solely on the basis of the quality of their financial products and no financial incentive was provided to PESE. The only legal requirement for private companies seeking to sell shares to US investors that will not be registered with the Securities and Exchange Commission (SEC) is to file Form D with the Commission. However, private companies usually provide US investors with some form of private placement memorandum (PPM), or offering circular, which seeks to provide some amount of disclosure of fundamentals and risk factors. Larger companies will increasingly pay to have company reports written by independent analysts. Similar to research reports found on Wall Street, company reports provide more in depth analysis of fundamentals, including financial models, and often include independents opinions from industry experts or survey results.

Form D and PPMs
Under the Securities Act of 1933, any private company selling securities to US investors meet an exemption if they don't wish to have their shares registered with the SEC as public equity. Regulation D (Reg D) was implemented by the SEC in 1982 to provide a "safe harbor" for companies so they could be assured of meeting the exemptions broadly, but imprecisely, outlined in the '33 Act. One of the procedures required by Reg D is for companies to file a form () with the SEC after they have sold there first shares to investors. Form D includes the names and addresses of the company's owners and stock promoters, but contains little information about the company. It is considered good practice to provide investors with a private placement memorandum (PPM) before they invest which provides more detailed information on the company. In addition to mirroring the disclosure requirements found in Form S-1 used by public companies, providing PPM's to investors before capital is raised also provide a legal defense for companies in case of poor stock performance against false lawsuits claiming fraudulent investment practices under section 10B of the Exchange Act or SEC rule 10b-5. Two companies that can assist with the preparation of both PPMs and Form D are:

• Brandon Brown & Associates
• Over 15 years of experience.
• One low flat fee of $4,995.
• Email: Shannon@ppmsource.com
• Phone: (561) 210-5227

• Regulation D Resources
• Raised over $40M in capital for companies in 3Q07.
• Fees as low as $1,750 for PPM's.
• Email: information@regdresources.com
• Phone: (877) 463-8634

Company Reports
Paying to have reports written on a private company is a more sophisticated, and expensive, method of educating investors compared with simply providing them with a PPM. Traditionally, Wall Street research reports were funded by investment banking fees and were used to help generate additional fees. After then Attorney General Elliot Spitzer succeeded in having major Wall Street firms sign the Global Settlement, many brokerage houses attempted to restrict funding research to commissions generated on the trading of public stock. There also was the creation of "independent research" boutiques which only received funding from asset management firms like pension and mutual funds. However, because private equity does not trade (therefore no commissions) and the amount of management fees for private asset managers is far less than for public equity managers, most research is funded by the companies themselves. While this obviously raises questions about the objectivity of the research, the demand for research on private companies persists because of the lack of resources like 10-K's that are available for public companies. Reports from the following to providers can be posted on company page within PESE:

• Dutton Associates
• One of the largest issuer-paid equity research firms in the United States.
• Analysts, primarily CFAs, generally have over 20 years of experience at the major securities firms.
• Email: info@jmdutton.com
• Phone: (916) 941-8119

• New York Private Equity
• Reports include modified Porter's analysis, financial models and Independent opinions.
• Payment is required before reports are written to maintain objectivity.
• Email: info@nyprivateequity.com.
• Phone: 917-716-4654.