A. The Investment Adviser. HoldCo is the investment manager for a total of six pooled investment
vehicles (each a “Fund” or a “Client” and collectively the “Funds” or the “Clients”).
Vikaran (Vik) Ghei and Michael (Misha) Zaitzeff are the members of the respective general
partners of HoldCo and the Funds. Currently, HoldCo has seven employees, four of whom perform
investment advisory functions and none of whom are registered representatives of a broker-dealer. Mr. Ghei
and Mr. Zaitzeff are not, and have never been, HoldCo employees.
HoldCo is a Delaware limited partnership and an investment adviser headquartered in Fort
Lauderdale, Florida. HoldCo was founded in December 2013 and serves as the sole investment manager to
six (6) pooled investment vehicles. The Funds are as follows with the general partner for each in
parentheses: HoldCo Opportunities Fund II, L.P. (VM GP IV LLC), HH HoldCo Co-Investment Fund, L.P.
(VM GP V LLC), HoldCo Co-Investment Fund II, L.P. (VM GP VI LLC), HoldCo Opportunities Fund IV,
L.P. (VM GP IX LLC), HoldCo Opportunities Fund V, L.P. (VM GP X LLC), and HOF III Liquidating
Partnership LP (VM GP VII LLC).
HoldCo Opportunities Fund II, L.P., HoldCo Opportunities Fund IV, L.P., HoldCo Opportunities
Fund V, L.P., and HOF III Liquidating Partnership LP (“HOF III”) are managed on a fully discretionary
basis. HH HoldCo Co-Investment Fund, L.P. and HoldCo Co-Investment Fund II, L.P. are not managed on
a fully discretionary basis (i.e., new investments require the consent of limited partners, but post-investment
oversight and sale decisions do not). All of the Funds are closed to additional limited partners.
As outlined on Schedule A of Form ADV, HoldCo is owned by VM GP II LLC, which serves as
its general partner, and by its limited partner, VM Limited Partner I LP. Mr. Ghei and Mr. Zaitzeff are the
principal owners of VM GP II LLC and VM Limited Partner
I LP.
B. Types of Advisory Services. HoldCo’s advisory services are limited to acting as investment
manager to the Funds, which are pooled investment vehicles. The investment objective of the Funds is to
generate positive absolute returns, while minimizing the risk of loss of invested capital. The Funds seek to
achieve this investment objective through opportunistic investments across a broad investment mandate.
HoldCo generally employs a fundamental, value-driven investment approach in selecting investments on
behalf of the Funds. The Funds focus on various investment strategies, including distressed, event-driven,
and special situations strategies. These strategies are discussed in greater detail in each Fund’s offering
documents. A Fund may pursue other investment strategies if they fall within the investment mandate for
the Fund. HoldCo believes that it is favorable to retain flexibility in allocating capital so as to take advantage
of attractive investment opportunities as they arise.
C. Tailored Advice and Investment Restrictions. HoldCo generally utilizes similar strategies for
each of the Funds but maintains discretion to tailor its advisory services to the specific needs of a Fund
when deemed necessary. HoldCo’s advisory services to the Funds are outlined in various governing
documents such as limited partnership agreements, private placement memoranda, investment management
agreements and other applicable offering documents. These documents outline appropriate investment
criteria and investment restrictions and limitations.
D. Wrap Fee Programs. HoldCo does not participate in wrap fee programs.
E. Client Assets Under Management. As of December 31, 2023, HoldCo’s total “regulatory assets
under management” were $2,390,092,000. Of this amount, HoldCo managed $2,386,415,000 on a
discretionary basis and $3,677,000 on a non-discretionary basis.