TSPI, LP (the “Adviser” or “Sightway”) is a Delaware limited partnership that provides
investment advisory services to privately offered investment funds. The Adviser commenced
operations as Sightway Capital, LP in January 2018, and changed its legal name to TSPI, LP on
August 18, 2020. Two Sigma Management, LLC is the general partner of the Adviser. Trusts
established by John A. Overdeck and David M. Siegel are the principal owners of the Adviser.
This Brochure relates to the investment advisory activities conducted by the Adviser under
its Sightway Capital business line. The Adviser’s Sightway Capital advisory clients consist solely
of the following private investment funds. Further information regarding the investment strategy
and terms of the private investment funds are detailed in their respective offering documents.
Sightway Funds
The Adviser currently manages Sightway Fund I (comprised of Sightway Capital I
(Domestic), LP, Sightway Capital I (Offshore), LP and a fund-of-one co-investment vehicle
established to facilitate certain investments alongside Sightway Fund I and certain other
investments for a single investor “Sightway I Fund-of-One”) (together, the “Sightway Funds”).
The Sightway Funds generally seek to build platform companies in asset intensive industries (these
investments and investments made by the TSPI Fund (defined below), generally referred to as
“portfolio investments” or “portfolio companies”).
The strategies the Sightway Funds pursue are long-term and discretionary in nature. The
Sightway Funds generally seek to achieve absolute returns commensurate with a corresponding
level of investment and liquidity risk. As manager of the Sightway Funds, the Adviser identifies
and evaluates investment opportunities, negotiates the terms of investments, manages and monitors
investments and seeks to achieve dispositions for such investments. Although investments are
made predominantly in non-public companies, investments in public companies are permitted.
Where such investments consist of portfolio companies, the senior principals or other personnel of
Sightway or its affiliates generally serve on such portfolio companies’ respective boards of
directors or otherwise act to influence control over management of portfolio companies in which
the Sightway Funds have invested. Investors in the Sightway Funds (generally referred to herein as
“investors” or “limited partners”) participate in the overall investment program for the applicable
Sightway Fund, but in certain circumstances are excused from a particular investment due to legal,
regulatory or other agreed-upon circumstances pursuant to the relevant Fund Agreement (as
defined below). Such arrangements generally do not and will not create an adviser-client
relationship between the Adviser and any investor. The Sightway Funds or the applicable general
partner entity generally enter into side letters or other similar agreements (“Side Letters”) with
certain investors that have the effect of establishing rights (including economic or other terms)
under, or altering or supplementing the terms of, the relevant Fund Agreement with respect to such
investors. Other than those restrictions set forth in the applicable Fund Agreement, investors
generally may not impose restrictions on investing in certain securities or certain types of securities.
Sightway Fund I was formed to acquire interests in (and to further capitalize, develop,
manage and dispose of) an existing pool of nine platform investments that were previously held,
directly or indirectly, by a legacy private fund vehicle (Two Sigma Private Investments Fund LLC,
or the “TSPI Fund”), the equity of which is directly or indirectly owned by current or former
partners and personnel (or their estate planning or other similar vehicles) of the Adviser, Two
Sigma Investments, LP (“TSI” and, together with the Adviser and its other affiliates, “Two Sigma”
or “Two Sigma Affiliates”) and other Two Sigma Affiliates. The TSPI Fund is discussed further
below.
Securitized Asset Funds
The Adviser acts as manager to SWC Funding LLC (“Securitized Asset Fund”) (together
with the Sightway Funds, the TSPI Fund and any future vehicles managed under Adviser’s
Sightway Capital business line, the “Private Investment Funds” or “Funds,” and each individually
a “Fund”) and its wholly-owned subsidiary, SWC Holding LLC (“SWC Holding”). The equity of
the Securitized Asset Fund is directly or indirectly owned by current or former partners and
personnel (or their estate planning or other similar vehicles) of the Adviser and its affiliates. The
sole member of the Securitized Asset Fund is the TSPI Fund (in such capacity, the “SWC
Member”). The Securitized Asset Fund is managed by a board of three or more directors as
designated by the SWC Member.
The Securitized Asset Fund issued collateralized fund obligations (“Notes”), which are
owned by third-party noteholders (“Noteholders”). The Notes were issued pursuant to an indenture
(the “Indenture”) between the Securitized Asset Fund and Wells Fargo Bank, National Association
as trustee (the “Trustee”) and are secured by (i) the Securitized Asset Fund’s limited liability
interests in SWC Holding, its wholly-owned subsidiary, (ii) certain bank accounts of the
Securitized Asset Fund and (iii) the proceeds of distributions that the Securitized Asset Fund
receives from SWC Holding’s interests.
The Securitized Asset Fund owns a portfolio of investments (“Third-Party Fund
Investments”) in pooled investment vehicles managed by third-party general partners and/or
investment managers (“Third-Party Fund Managers”), which investments were each acquired from
the TSPI Fund. The Adviser manages the Third-Party Fund Investments and performs various
other management services, including the selection of subsequent Third-Party Fund Investments.
The assets of the Securitized Asset Fund consist primarily of interests in its underlying investment
holding vehicle (SWC Holding), whose assets in turn primarily consist of the Third-Party Fund
Investments. The Adviser expects that the Securitized Asset Fund will invest in certain eligible
investments for cash management purposes.
SWC Holding may acquire additional Third-Party Fund Investments from, or sell Third-
Party Fund Investments to, the TSPI Fund in the future. The board of the Securitized Assets Fund
established an independent conflicts advisory board (the “Conflicts Advisory Board”) that is
responsible for reviewing and consenting
on behalf of the Securitized Assets Fund to any further
transfers of assets from TSPI Fund to SWC Holding that could reasonably be deemed “principal
transactions,” in accordance with the Advisers Act Section 206(3) requirements. SWC Holding
may also sell Third-Party Fund Investments to the TSPI Fund pursuant to and subject to the
limitations contained in the pertinent investment management agreement. To the extent such
dispositions could reasonably be deemed “principal transactions,” they will be submitted to the
Conflicts Advisory Board for approval.
The TSPI Fund
The TSPI Fund’s investments are generally in markets which it perceives to have limited
efficiency and liquidity and in private entities, seeking to capitalize on investment opportunities
that potentially offer significant illiquidity premiums, including across private equity, credit and
special opportunities, real assets and infrastructure, real estate and venture capital. The TSPI Fund,
which is owned by current or former partners and personnel (or their estate planning or other
similar vehicles) of the Adviser and other Two Sigma Affiliates, aims to achieve U.S. dollar-
denominated returns by building a portfolio of investments, with a focus on diversification from
and low correlation with hedge funds managed by affiliates of the Adviser that specialize in
process-driven, systematic investment management employing mathematical strategies. The TSPI
Fund focuses on private investments that are not traded on a liquid market, including through direct
investments in operating entities and other non-public companies, investments in private
investment funds managed by unaffiliated third-party managers, investments in other private
investment funds that are private-equity style or closed-ended in nature managed by the Adviser,
including the Sightway Funds, and investments in venture capital funds managed by its affiliate
Two Sigma Ventures, LP (“TSV”), including Two Sigma Ventures I, LLC, Two Sigma Ventures
II, LLC, Two Sigma Ventures III, LP and Two Sigma Ventures Opportunity Fund, LP (the “TSV
Funds”). Additionally, the TSPI Fund invests in privately placed investments and investment
vehicles, including vehicles and other investments that are managed by the Adviser or an affiliate
of the Adviser, as well as investments and investment vehicles that are managed by Third-Party
Fund Managers. The TSPI Fund also owns all of the equity of the Securitized Asset Fund.
In certain instances, the TSPI Fund has acted as a seed investor or anchor capital investor
(collectively, the “Seeding Strategy”) to new or existing Funds or funds managed by an affiliate
(“Affiliate Funds”) using different techniques (e.g., in-kind as well as cash contributions) and
forms. For example, certain investments by the TSPI Fund took the form of significant capital
commitments which entitled the TSPI Fund to certain additional rights and benefits, such as
governance rights, reporting and information rights, investment or co-investment rights and/or
reduced management fees or performance fees/allocations (which may be effected through rebate,
offset or other mechanisms), while others took the form of in-kind contributions of certain portfolio
investments to a new Fund (collectively, “Seed Investments”).
Co-Investments
The Adviser has provided, and as permitted and required by the pertinent Fund Agreement,
expects to continue to provide (or agree to provide), co-investment opportunities (including the
opportunity to participate in co-invest vehicles and fund-of-one vehicles) to certain current or
prospective investors or other persons, including other sponsors, market participants, finders,
consultants and other service providers, portfolio company management or personnel, the
Adviser’s personnel (or their estate planning or other similar vehicles) and/or certain other persons
associated with the Adviser and/or its affiliates (e.g., a vehicle formed by the Adviser’s principals
to co-invest alongside the relevant Private Investment Fund’s transactions). For strategic and other
reasons, co-investors or co-invest vehicles (including co-investing funds) have purchased, and in
the future are expected to purchase, a portion of an investment after the relevant Private Investment
Fund has consummated its investment in the applicable portfolio investment (also known as a post-
closing sell-down or transfer), which generally will have been funded through Fund investor
capital contributions and/or use of a Fund credit facility. Any such purchase from a Fund by a co-
investor or co-invest vehicle generally occurs shortly after the Private Investment Fund’s
completion of the investment to avoid any changes in valuation of the investment, but in certain
instances could be well after the Private Investment Fund’s initial purchase. Where appropriate,
and in the Adviser’s sole discretion, the Adviser reserves the right to charge interest on the
purchase to the co-investor or co-invest vehicle (or otherwise equitably to adjust the purchase price
under certain conditions), and to seek reimbursement to the relevant Private Investment Fund for
related costs. However, to the extent any such amounts are not so charged or reimbursed (including
charges or reimbursements required pursuant to applicable law), they generally will be borne by
the relevant Private Investment Fund.
The Adviser’s advisory services to the Funds are detailed, as applicable, in the relevant
private placement memoranda or other offering documents (each, a “Memorandum”), investment
management agreements, limited liability company or other operating agreements or governing
documents of the Private Investment Funds (each, a “Fund Agreement”) and are further described
below under “Methods of Analysis, Investment Strategies and Risk of Loss.” In performing
investment advisory services for the Funds, the Adviser relies on Two Sigma to provide advisory
personnel and certain services. The services of TSI are described in more detail in “Item 8.
Methods of Analysis, Investment Strategies & Risk of Loss— Affiliated Data-Analytics Providers;
Reliance on TSI.”
As of December 31, 2023, the Adviser has regulatory assets under management of
$2,379,764,040 attributable to its Sightway Capital business and the investment strategies
described in this Brochure that it generally manages on a discretionary basis, although certain
investments on behalf of SWC Holding and certain fund-of-one vehicles associated with Sightway
Fund I require approval.