A. Quilvest Capital Partners Management, LLC (“Quilvest”) is an investment adviser registered with
the SEC under the Investment Advisers Act of 1940, as amended, (“Advisers Act”). Quilvest is organized as
a Delaware limited liability company that was formed in November 2012 and is based in New York, NY.
Quilvest Capital Partners USA, Inc. (“Quilvest USA”) (collectively, Quilvest Management, Quilvest USA and
their officers and employees engaged in providing investment advisory services, the “Firm”) is the sole
member of Quilvest, and is an affiliate that relies upon Quilvest’s registration as an investment adviser.
Quilvest and Partners USA LLC is the sole owner of Quilvest USA; Quilvest Capital Partners S.A. (“Quilvest
Capital Partners”) is the principal owner of Quilvest and Partners USA LLC; and Bemberg Capital S.A.
(“Bemberg”) is the sole owner of Quilvest Capital Partners.
QSCS II, L. P.is the general partner of QS Capital Strategies II, L.P. (“QSCS II”) a SBIC Fund as defined below.
QSCS II, L.P.is indirectly controlled by Quilvest Capital Partners and under common control with Quilvest.
QSCS II, L. P. principal office and place of business is the same as that of the Firm. Therefore, QSCS II, L.
P.is deemed an affiliate and relying adviser of Quilvest in reliance on Rule 203A-2(b) under the Advisers
Act.
B. Quilvest Capital Partners AM S.A. (“QCP AM”), acting as the alternative investment fund manager
(“AIFM”) of certain pooled investment vehicles as per European Law, and certain of the non-U.S.
investment adviser affiliates controlled by Quilvest Capital Partners (such affiliates, the “Quilvest
Affiliates”), along with the Firm provide investment advisory services to certain pooled investment
vehicles (collectively, such pooled investment vehicles and other accounts advised by the Firm comprise
the “Quilvest Clients”). The Quilvest Clients along with the SBIC Clients (as defined below) make up the
investment advisory clients of the Firm (the “Clients”).
Quilvest USA and Quilvest Capital Partners have entered into a subadvisory agreement whereby Quilvest
USA is engaged to provide subadvisory services to Quilvest Capital Partners (as defined below). Through
such arrangements, the Firm generally provides non-discretionary investment advice with respect to
North American assets. Quilvest Capital Partners has engaged other Quilvest Affiliates to provide
investment advice with regard to assets located outside of North America. The Firm also makes non-
discretionary investment recommendations directly to other Quilvest Clients.
Certain of the Quilvest Clients comprise one of the following six objectives: (i) direct investing in private
companies, where the equity investment threshold of the pooled investment vehicle is generally no
greater than €/$6million (“QS Direct Fund”); (ii) direct investing in an individual private company, where
the equity investment threshold is generally greater than €/$6million (“QS Companies”); (iii) investment
in other private equity funds (“PE Fund of Funds”); (iv) investment in real estate funds (“Real Estate Fund
of Funds”); (v) direct investments in real estate or real estate-based assets, or co-investments in real estate
assets (“QS Properties”) (collectively, QS Direct Fund, QS Companies, PE Fund of Funds, Real Estate Fund
of Funds, and QS Properties, the “Quilvest Capital Partners Funds”); and (vi) credit strategies involving the
Firm’s Small Business Investment Company (“SBIC”) Fund Clients. The Quilvest Capital Partners Funds are
subject to the investment objectives and strategies outlined in offering memoranda specific to each of the
Quilvest Capital Partners Funds, which includes but is not limited to subscription agreements, side letters
and investment management agreements (such memoranda, “Governing Documents”). While investment
recommendations are provided by the Firm on a non-discretionary basis, the Firm is responsible for
implementing the investments in the Quilvest Capital Partner Funds if a recommendation is accepted.
Bemberg invests indirectly on behalf of its
own account (such account, the “Proprietary Account”) into
the Quilvest Capital Partner Funds. The Proprietary Account could operate under different investment
strategies than the Quilvest Capital Partner Funds, generally due to differences in formation times, pre-
existing positions and its own business constraints. The investment recommendations provided to the
Quilvest Affiliates with respect to the Quilvest Capital Partners Funds are also presented by Quilvest
Capital Partners to Bemberg, which decides whether or not to participate in the investment opportunity
by investing into a particular Quilvest Capital Partners Fund through the Proprietary Account. Historically,
the Proprietary Account generally invested in each of the Quilvest Capital Partners Funds, except in some
circumstances. Currently, the Proprietary Account will participate in appropriate investment
opportunities on an occasional basis, and it is intended that such investments by the Proprietary Account
will always be structured as an investment into the particular Quilvest Capital Partners Fund.
Quilvest USA provides non-discretionary investment advisory services to Small Business Investment
Companies (“SBIC Clients”) licensed by the United States Small Business Administration (“SBA”) under the
Small Business Investment Act of 1958, as amended. The services provided by Quilvest USA to the SBIC
Clients are generally related to debt, equity and equity-related investments in lower middle-market
businesses based in the United States, and are described more fully in Item 16 of this Brochure. As a
licensed SBIC, the SBIC Clients intend to utilize SBA debentures as leverage financing to increase its capital
base. SBA debentures are long-term, fixed rate obligations that could be prepaid without penalty, and are
only available to licensed SBICs. Along with advisory services, Quilvest USA provides the SBIC Clients with
various portfolio-management-related services and back-office support. Bemberg invests into the SBIC
Clients through the Proprietary Account. Some investors invest in the first SBIC client through a
Luxembourg-registered investment company (such company, the “SICAR”). The SICAR only invests directly
in the first SBIC Client. Each investor in the SICAR must provide a dual commitment to the SBIC Clients to
back up such investor’s pro-rata share of the SICAR’s unfunded commitment to the SBIC Clients.
Certain employees of the Firm also advise certain Quilvest Clients that are organized for the benefit of
certain of its employees to invest side by side with or through the Quilvest Capital Partners Funds (such
Quilvest Clients, the “LCP Funds”).
The Firm’s advisory business includes advice provided to the PE Funds of Funds. Quilvest Affiliates use
such information and research to make investment recommendations to other advisory clients with
respect to the same underlying investments as the PE Funds of Funds. The advice provided by the Quilvest
Affiliates to such other advisory clients is not tailored to the individual needs of such clients, and the risks
to which such other advisory clients are subject are similar to the risks to which the Quilvest Clients are
subject. However, the Firm is not directly involved in providing investment advice to such other advisory
clients, and accordingly, such other advisory clients are not considered Clients of the Firm.
C. The Firm provides non-discretionary investment advisory services to the Clients in accordance
with each Client’s investment objectives and limitations. Such investment objectives and limitations are
outlined in the respective Governing Documents of the Quilvest Capital Partners Funds and the SBIC
Clients, and the respective investment management agreements for other Quilvest Clients.
D. The Firm does not participate in wrap fee programs.
E. As of December 31, 2023, the Firm managed approximately $5,138,462,670 in assets on a non-
discretionary basis, of which the Firm’s relying adviser, QSCS II, L.P., LLC managed approximately
$250,284,236 in assets on a discretionary basis.