 What Is Private Equity?
 
                      What Is Private Equity?
                    Private equity is the ownership of shares or other equity 
                      or equity-like interests in companies that do not trade 
                      publicly on a stock exchange, or over-the-counter, among 
                      investment dealers. As there is no instantaneous market 
                      for trading, these investments are appropriate only for 
                      patient investors with a long-term view.
                    Because the investments often involve the acquisition of 
                      a controlling interest or significant influence costing 
                      several millions of dollars, private equity opportunities 
                      are generally more appropriate for large institutional investors 
                      with the time and resources to evaluate the potential risks 
                      and returns, and the patience to wait 10 years or longer 
                      to maximize investment returns.
                  
                  
                    * Venture Economics US Private Equity Performance Index 
                      in USD as of June 30, 2004
                    The performance table shows that over the short term public 
                      and private equities can have wide swings in performance. 
                      Over the longer term private equity can generate superior 
                      performance compared with public equity. The TSX Composite 
                      Index is the broadest measure of public equities in Canada. 
                      The S&P 500, NASDAQ, Russell 2000 and 3000 indexes in the 
                      U.S. are reasonable public market proxies for companies 
                      in the private market. The private market proxies for private 
                      equity buyout and venture capital funds are developed by 
                      Venture Economics, a U.S.-based provider of performance 
                      data on the private equity industry.
                    Types of investments
                    There are basically three types of private equity investments:
                    
                      - Venture capital, principally in early-stage companies 
                        that are still developing their products or services, 
                        yet have the prospect of generating revenue in a few years; 
                        and later-stage firms generating revenue with the expectation 
                        of profits within a year or two. 
- Buyout and acquisition financing, usually accompanied 
                        by a new business plan, and occasionally with new management, 
                        to improve a company's financial performance. 
- Expansion or merchant banking capital to established 
                        companies looking to enter new markets or achieve a larger 
                        scale of operations.
The private equity market
                    A manager, or general 
                      partner, is the intermediary between investors with 
                      capital and businesses seeking capital to grow.
                    
                    General partners tend to specialize in companies:
                    
                      - 
                        within an industry or economic 
                          sector, such as manufacturing, business services, life 
                          sciences, telecommunications, technology or natural 
                          resources; 
- 
                        at different stages of development, 
                          such as start-ups or early-stage businesses, as well 
                          as established companies looking for expansion capital, 
                          or mature companies interested in a change of ownership 
                          through management buyouts and acquisitions; 
- 
                        according to their size in terms 
                          of capitalization, and 
- 
                        by geographic region, such as 
                          Canada, the United States, Europe or Asia. 
Performance-based compensation
                    Compensation to the general partner 
                      is paid in the form of a profit participation, referred 
                      to as carried interest, usually 
                      ranging from 20 to 25% of profits realized when the underlying 
                      companies are sold. The general partner usually draws an 
                      annual advance of between 1.5 and 2.0% of committed capital 
                      as management fees used to select and provide ongoing management 
                      support to the underlying companies.
                    The carried interest is paid to the 
                      general partner after a minimum rate of return to the limited 
                      partners is achieved.
                    Earning acceptable returns takes 
                      time
                    
                      Investing in private equity funds 
                        can produce low or negative returns in the early years. 
                        The rewards usually come several years later as the investments 
                        mature. This timing is known as the J curve effect.
                     
                    
                    
                    In the initial years, investment 
                      returns to the limited partners are negative because the 
                      general partner's management fees are drawn from invested 
                      capital, accounting and valuation policies tend to result 
                      in portfolio writedowns occurring more quickly than increases 
                      in carrying value, and because lower performing investments 
                      are identified early relative to the better peforming investments 
                      which are often held longer and sold later in the life of 
                      a fund. Over time, the progress made by investee companies 
                      justifies a value for the business that is higher than its 
                      original cost, resulting in unrealized gains. During the 
                      remaining period, the higher value of the businesses is 
                      confirmed by the partial or complete sale of companies, 
                      resulting in cash flows and realized capital gains to the 
                      partners. Private equity investing may involve a series 
                      of J curves because capital is invested in different investment 
                      funds and private companies at different times.
                  
                  
                    
                      Valuation and performance measurement
                     
                    
                      In the early years of a private 
                        equity fund, valuations of portfolio companies are utilized 
                        to measure the performance of the portfolio. Private market 
                        investments are carried at cost for at least the first 
                        year of ownership. The sale of portfolio companies, or 
                        public offerings of their shares, results in cash and 
                        occasionally share distributions to the limited partners.
                     
                    
                      The most widely used measure of 
                        performance is the internal rate 
                        of return (IRR). The calculation of the IRR takes 
                        into consideration the timing of cash distributions to 
                        the partners (realized IRR), or the length of time an 
                        investment has been held (unrealized IRR), relative to 
                        when capital was drawn down to make each investment.
                     
                    
                      Another widely accepted measure 
                        of performance is multiple of capital 
                        contributed (MOC) or a multiple of distributions 
                        received relative to the capital invested. This measures 
                        the proceeds received when an investment is sold, or the 
                        valuation of an investment still held, as a multiple of 
                        the original cost of the investment. ROC does not take 
                        into account the length of time between the date the investment 
                        was made and the valuation date (unrealized MOC), or the 
                        date the company was sold (realized MOC).