General Description of Investment Adviser
HCG Fund Management LP (“HCG” or the “Investment Adviser”) formed in January 2015 and is organized
as a limited partnership under the laws of the State of Delaware. The investment activities of HCG are led
by Hadi F. Habal and Jose N. Penabad (the “Principals”). HCG is principally owned by MIJ Analytics,
LLC and Jenesem, LLC, each wholly owned and controlled by Mr. Penabad and Mr. Habal, respectively.
HCG Funds LLC, a Delaware limited liability company, serves as the general partner of HCG.
Description of Advisory Services and Investment Strategy
HCG is an alternative investment management company focused on private market opportunities emerging
from financial technology (“Fintech”) companies. HCG serves as the investment manager and provides
discretionary investment advisory services to pooled investment vehicles that are not registered under the
Investment Company Act of 1940, as amended (the “Investment Company Act”), and the securities of
which are not registered under the Securities Act of 1933, as amended (the “Securities Act”) (each a “Fund”
and collectively, the “Funds”). HCG also provides services to a separately managed account client with an
investment strategy similar to that of the Digital Finance Funds as defined below.
The primary Funds (i.e., those that are not co-investment vehicles (such as Point Coinvest and Flex Coinvest
(as defined below)) or the specialty finance Irish DAC (as defined below)) are organized in “master-feeder”
structures in which a feeder fund invests substantially all of its assets into a master fund, and in turn, the
master fund makes investments. The current master-feeder fund structures consist of the following entities:
Digital Finance Funds:
o HCG Funds Ltd., a Cayman Islands exempted company (“Digital Finance Cayman Feeder Fund”);
o HCG DF Feeder SCSp, a Luxembourg special limited partnership (“Digital Finance Luxembourg
Feeder Fund”) (collectively “Digital Finance Feeder Funds”); and
o HCG Digital Finance LP, a Delaware limited partnership (“Digital Finance Master Fund” and
together with Digital Finance Feeder Funds, “Digital Finance Funds”).
Digital Ventures Funds:
o HCG Digital Ventures I Feeder Fund LP, a Cayman Islands exempted limited partnership (“DV
Feeder Fund I”);
o HCG Digital Ventures, LP, a Delaware limited partnership (“DV Master Fund I” and together with
DV Feeder Fund I, “DV Funds I”);
o HCG Digital Ventures II Feeder Fund LP, a Cayman Islands exempted limited partnership (the
“DV Feeder Fund II” and together with DV Feeder Fund I, “DV Feeder Funds”); and
o HCG Digital Ventures II, LP, a Delaware limited partnership (“DV Master Fund II” and together
with DV Feeder Fund II, the “DV Funds II,” which together with DV Funds I, “Digital Ventures
Funds”).
The Principals are also the owners of the managing members of HCG Partners LLC, HCG DV GP, LLC,
and HCG DV II GP, LLC (each a “General Partner”), respectively the general partner of Digital Finance
Master Fund, DV Master Fund I, and DV Master Fund II (collectively, the “Master Funds”) with ultimate
responsibility for decisions relating to management, operations, and investment decisions made on behalf
of the Master Funds, and as delegated by the governing authorities of Digital Finance Cayman Feeder Fund,
Digital Finance Luxembourg Feeder Fund, DV Feeder Fund and DV II Feeder Fund (collectively, the
“Feeder Funds”).
Digital Finance Funds: The Digital Finance Funds focus primarily on one principal asset class – Digital
Private Credit. Digital Private Credit is small-balance, short duration, amortizing private fixed income risk
assets that are originated through and/or enabled by Fintech companies, such as marketplace lenders,
payment systems, and e-commerce platforms. The investment objective is to generate consistent absolute
returns over the long-term risk premium, with mitigated downside risk, low volatility and low correlation
to listed securities. To achieve Digital Finance Funds’ investment objective of generating consistent
absolute returns over the long-term risk premium, with mitigated downside risk, HCG pursues the following
investment strategy: it purchases digital private credit assets (“Digital Private Credit Assets”) sourced from
Fintech companies and funds those investments with what it believes is a prudently levered capital structure,
seeking to optimize return on equity to investors. Asset level returns are generated from a highly diversified
pool of small-balance loans, spanning multiple sectors, all originated in the U.S., including, but not limited
to, consumer personal installment loans, point-of-sale loans, small business term loans and invoices, and
skill-based student loans.
Digital Finance Funds invest in these Digital Private Credit Assets with the
intention of holding them to maturity. In addition, HCG may also seek an alternative credit investment
opportunity that complies with Digital Finance Funds’ investment criteria but is not originated through a
Fintech company, called “Special Situation Investments” (as disclosed and described in Digital Finance
Funds’ offering documents). There can be no assurance that Digital Finance Funds will meet their
investment objectives or avoid substantial or total losses.
Digital Ventures Funds: The investment objective of Digital Ventures Funds is to achieve long-term capital
appreciation through privately-negotiated venture capital investments in seed- and early-stage companies
(each, a “Portfolio Company” and collectively, the “Portfolio Companies”) with technology-enabled
business models, including, but not limited to, Portfolio Companies that are engaged or planning to engage
in businesses related to FinTech. Digital Ventures Funds intend to purchase, directly or indirectly through
private funds, special purpose or similar vehicles established to invest in one or more Portfolio Companies,
equity and equity-related securities (including options and warrants for the equity securities) of Portfolio
Companies and may also purchase debt (including convertible debt) securities of Portfolio Companies,
subject to certain restrictions described in Digital Ventures Funds’ offering documents. Digital Ventures
Funds may from time to time also receive options and warrants for the equity securities of Portfolio
Companies in connection with the Digital Ventures Fund’s investment in the Portfolio Companies. There
can be no assurance that Digital Ventures Funds will achieve their investment objectives or avoid
substantial or total losses.
In providing services to the Funds, among other things, HCG: (i) manages the Funds’ assets in accordance
with the terms of the applicable Fund’s confidential offering memoranda, individual limited partnership or
shareholder agreements and other governing documents applicable to each Fund (collectively the “Fund
Documents”); (ii) formulates strategies to achieve investment objectives; (iii) directs and manages the
investment and reinvestment of the Funds’ assets; and (iv) provides, or causes to be provided, periodic
reports to investors. HCG provides investment advice directly to the Funds and not individually to a Fund’s
limited partners or investors. Investment restrictions for the Funds, if any, are generally established in the
applicable Fund Documents. It should be noted that HCG (as well as the Funds and the General Partners
of the Funds) has in the past and may in the future enter into side letters or similar agreements with certain
investors. Such agreements may provide for, among other things, reduced fees, redemption and withdrawal
rights, notice periods and information rights.
Co-investment Vehicles: In February 2021, HCG formed HCG Point Coinvest B LLC (“Point Coinvest”),
a dedicated investment vehicle to invest solely in the Series B preferred stock of an existing Portfolio
Company of DV Funds I. In October 2021, HCG formed HCG Flex Coinvest C LLC (“Flex Coinvest”), a
dedicated investment vehicle to invest solely in the Series C preferred stock of an existing Portfolio
Company of DV Funds I. All of the Point Coinvest and Flex Coinvest investors (directly or through
affiliates) are existing investors in DV Funds I.
HCG also provides advisory services to HCG Finance DAC, an Irish designated activity company (“Irish
DAC”) in connection with its investment and capital management activities. The Digital Finance Master
Fund invests in subordinated notes issued by Irish DAC and receives leveraged returns from Irish DAC’s
under its senior medium-term note issuance program. Advisory services to Irish DAC include providing
research services, making recommendations about investments, and reporting on the performance of
assets. HCG’s investment authority for Irish DAC is non-discretionary with the board of directors of Irish
DAC retaining absolute authority to make all investment decisions.
In the third quarter of 2021, HCG commenced its first separately managed account (“SMA” and, together
with the Funds, Irish DAC, and co-investment vehicles, “Advisory Clients”) with a mandate that is broadly
similar to that of Digital Finance Funds.
As of December 31, 2023, HCG managed regulatory assets under management on behalf of Advisory
Clients totaling approximately $709,788,151 ($626,688,151 on a discretionary basis and $83,100,000 on a
non-discretionary basis).