A. Describe your advisory firm, including how long you have been in business. Identify
your principal owner(s).
Tritium Partners LLC (together with its fund general partners (unless otherwise specified), “Tritium”
or the “Firm”) is a private equity firm with a focus on making control investments in growth buyouts
and recapitalizations of lower middle market companies that are generally profitable. Founded in 2013
by Philip Siegel and David Lack, Tritium partners with talented founders and executives to build
market-leading technology and services companies. Based in Austin, Texas, Tritium also maintains
an office in Lehi, Utah.
Tritium serves as the investment manager for and provides discretionary investment advisory services
to the following private funds: Tritium I, LP, Tritium I-A, LP and Tritium I-B, LP (together the
“Tritium I Funds”); Tritium II, LP, Tritium II-A, LP and Tritium II-B, LP (together the “Tritium II
Funds”); Tritium III, LP, Tritium III-A, LP and Tritium III-B, LP (together, the “Tritium III Funds”
and collectively with the Tritium I Funds and the Tritium II Funds, the “Main Funds”); and Tritium
ATS Co-Invest LP (the “Co-Investment Fund” and together with the Main Funds, the “Tritium
Funds” or “Funds”). In certain circumstances, as more fully described in Item 7 below, the Firm
permits certain limited partners and third parties to co-invest alongside a Fund directly into a portfolio
company. Unlike the Co-Investment Fund, such direct co-investments are not Funds or clients of
Tritium.
Each Fund is affiliated with a general partner (“General Partner”) with the authority to make
investment decisions on behalf of the Tritium Funds: Tritium I GP, LLC (the General Partner of the
Tritium I Funds); Tritium II GP, LLC (the General Partner of the Tritium II Funds); Tritium III GP,
LLC (the General Partner of the Tritium III Funds); and Tritium ATS Co-Invest GP, LLC (the
General Partner of the Co-Investment Fund). These General Partners are deemed registered under
the Investment Advisers Act of 1940, as amended (“Advisers Act”), pursuant to Tritium’s registration
in accordance with SEC guidance. The applicable General Partner of each Fund retains investment
discretion and limited partners in the Funds do not participate in the control or management of the
Funds. While the General Partners maintain ultimate authority over the respective Tritium Funds,
Tritium has been delegated the role of investment adviser. For more information about the Tritium
Funds and General Partners, please see Tritium’s Form ADV Part 1, Schedule D, Sections 7.A and
7.B.(1).
Tritium is owned by Managing Partners Philip Siegel and David Lack, its founders, and Managing
Partner Matthew Bowman. For more information about Tritium’s owners and executive officers, see
Tritium’s Form ADV Part 1, Schedule A and Schedule B.
B. Describe the types of advisory services you offer. If you hold yourself out as
specializing in a particular type of advisory service, such as financial planning, quantitative
analysis, or market timing, explain the nature of that service in greater detail. If you provide
investment advice only with respect to limited types of investments, explain the type of
investment advice you offer, and disclose that your advice is limited to those types of
investments.
Tritium provides discretionary investment management services to the Tritium Funds. The Tritium
Funds seek to generate capital appreciation by investing primarily in equity and equity-related securities
in growth-oriented businesses. Tritium employs its “diamonds-in-the-rough” strategy to seek to
identify value-oriented opportunities often overlooked by other investors which the principals believe
have hidden positive characteristics that, with the right leadership, can be exploited to create
exceptional companies. Tritium is a growth investor focused on companies that operate in the space
between later stage venture capital and traditional, leveraged buyouts of more mature and low growth
companies targeted by many other investors. The Tritium Funds typically target investments in
portfolio companies with the amount invested ranging from $15 million to $50 million, although larger
investments can be considered with additional equity from co-investors. Investments are made
predominantly in nonpublic companies, although
investments in public companies are permitted in
certain instances. The senior principals or other personnel and/or third parties appointed by Tritium
will generally serve on such portfolio companies’ respective boards of directors or otherwise act to
influence control over management of portfolio companies held by the Tritium Funds. In addition,
in some cases, Tritium will more directly influence the day-to-day management of a portfolio company
by recruiting and installing certain individuals in various leadership roles, such as chief executive
officer, chief operating officer, chief financial officer or in other roles. Tritium’s investment advisory
services to the Funds include identifying and evaluating investment opportunities, negotiating the
terms of investments, managing and monitoring investments and achieving dispositions of such
investments.
C. Explain whether (and, if so, how) you tailor your advisory services to the individual
needs of clients. Explain whether clients may impose restrictions on investing in certain
securities or types of securities.
The advisory services provided by Tritium to the Tritium Funds are tailored to the investment
objectives, investment strategy and investment restrictions as set forth in and governed by the private
placement memorandum, limited partnership agreement, investment advisory agreement, subscription
documents, side letters and other governing documents of the relevant Fund (collectively, “Governing
Documents”) and investors determine the suitability of an investment in a Fund based on, among
other things, the Governing Documents. Tritium provides investment advice directly to the Tritium
Funds and not to limited partners in the Tritium Funds individually. Tritium does not require, nor
does it seek, approval from the limited partners in the Tritium Funds with respect to its investment
decisions.
Limited partners participate in the overall investment program for the applicable Fund and generally
cannot be excused from a particular investment except pursuant to the terms of the applicable
Governing Documents. In accordance with common industry practice, Tritium has entered into side
letters or similar agreements with certain limited partners, including those who make substantial
commitments of capital or were early-stage investors in the Funds, or for other reasons in the sole
discretion of Tritium, in each case that have the effect of establishing rights under, altering or
supplementing the Tritium Funds’ Governing Documents. Examples of such side letter rights entered
into include notification and disclosure rights, provisions whereby limited partners have expressed an
interest in participating in co-investment opportunities, limited partner advisory committee
representation, fee provisions and most favored nations provisions, among others. These rights,
benefits or privileges are not always made available to all limited partners, consistent with the
Governing Documents and general market practice. Commencing in September 2024, Tritium will
make required disclosure of certain side letters to all limited partners (and in certain cases, to
prospective limited partners) in accordance with the new Private Fund Rule. Side letters are negotiated
at the time of the relevant limited partner’s capital commitment, and once invested in a Tritium Fund,
limited partners generally cannot impose additional investment guidelines or restrictions on such
Fund. There can be no assurance that the side letter rights granted to one or more limited partners
will not in certain cases disadvantage other limited partners.
D. If you participate in wrap fee programs by providing portfolio management services,
(1) describe the differences, if any, between how you manage wrap fee accounts and how you
manage other accounts, and (2) explain that you receive a portion of the wrap fee for your
services.
Tritium does not participate in wrap fee programs.
E. If you manage client assets, disclose the amount of client assets you manage on a
discretionary basis and the amount of client assets you manage on a non-discretionary basis.
Disclose the date “as of” which you calculated the amounts.
As of December 31, 2023, Tritium managed $1,724,482,466 in regulatory assets under management,
all on a discretionary basis.