For purposes of this Brochure, the “Adviser” or the “Firm” means Rose Park Advisors,
LLC, a Delaware limited liability company, together (where the context permits) with its
affiliates that provide advisory services to and/or receive Management Fees from the
Funds (each as defined below). Such affiliates may or may not be under common control
with the Adviser, but possess a substantial identity of personnel and/or equity owners
with the Adviser. These affiliates may be formed for tax, regulatory or other purposes in
connection with the organization of the Funds (as defined below), and/or may serve as
General Partners (as defined below) of the Funds.
The Adviser provides investment supervisory services to investment vehicles (the
“Funds”) that are exempt from registration under the Investment Company Act of 1940,
as amended (the “1940 Act”) and whose securities are not registered under the Securities
Act of 1933, as amended (the “Securities Act”).
The Funds make primarily private company investments in accordance with the Funds’
respective investment objectives and pursuant to each Fund’s Advisory Agreement(s) (as
defined below). The Funds consist of investment vehicles that pursue investments (i) in
companies that are considered as disruptive through the application of the frameworks of
disruptive innovation (“DI Funds”) and (ii) in early-stage consumer companies in North
America (“CGP Funds”), which are discussed in more detail in Item 8 herein. Each of the
DI Funds and CGP Funds are included within the definition of “Funds” above.
The Adviser’s advisory services consist of investigating, identifying, and evaluating
investment opportunities, structuring, negotiating, and making investments on behalf of
the Funds, managing and monitoring the performance of such investments, and disposing
of such investments. The Adviser will serve as the investment adviser to the Funds in
order to provide such services. In addition, one or more affiliates of the Adviser will serve
as General Partners (each a “General Partner”)
of the Funds.
The Adviser provides investment supervisory services to each Fund in accordance with
the limited partnership agreement (or analogous document) of such Fund as well as any
separate investment and advisory, investment management, or portfolio management
agreements (each, an “Advisory Agreement”), the relevant private placement memoranda
or other offering documents (each, a “PPM”), side letters or any other operating
agreements of the Funds (collectively, together with any relevant Advisory Agreement and
PPM, the “Organizational Documents”).
Investment advice is provided directly to the Funds, subject to the discretion and control
of the applicable General Partner, and not individually to the investors in the Funds.
Services are provided to the Funds in accordance with the Advisory Agreements with the
Funds and/or Organizational Documents of the applicable Fund. Investment restrictions
for the Funds are generally established in the organizational or offering documents of the
applicable Fund and/or side letter agreements negotiated with investors in the applicable
Fund.
Investors are urged to review the relevant the Advisory Agreements with the Funds
and/or Organizational Documents of the applicable Fund for additional information
about matters addressed in this and other items throughout this Brochure.
The founders and principal owners of Rose Park Advisors, LLC are Matthew Christensen
and Clayton Christensen. Clayton Christensen passed away on January 23, 2020, and the
disposition of the portion of Rose Park Advisors, LLC that he owned has been retitled to
Clayton M. Christensen Family Trust. The Adviser has been in business since 2007. As of
December 31, 2023, the Adviser had approximately $632,186,441 in regulatory assets
under management, all on a discretionary basis. The Adviser does not currently manage
any assets on a nondiscretionary basis. The Christensen family collectively is one of the
largest investors in the Adviser’s flagship Fund, Disruptive Innovation Fund, L.P. (“DIF”).