Butterfly Equity, a Delaware limited partnership, commenced operations in October 2015
and became a registered investment adviser with the SEC on July 27, 2018. Butterfly Equity LLC,
a Delaware limited liability company, acts as the general partner of Butterfly Equity and is owned
and controlled by Dustin Beck and Adam Waglay. Butterfly Equity is controlled by Dustin Beck
and Adam Waglay, who are its principal owners.
Butterfly Equity and the General Partners (as defined below) and their respective affiliates
(collectively, “Butterfly” or the “Firm”) provide investment advisory services to privately offered
pooled investment vehicles (each, a “Fund,” and together with any future private investment fund
to which Butterfly provides investment advisory services, the “Funds”).
Entities affiliated with Butterfly Equity serve as the general partners to the Funds (the
“General Partners” and each, a “General Partner”). Each General Partner is subject to the
Advisers Act pursuant to Butterfly Equity’s registration in accordance with SEC guidance. This
Brochure also describes the business practices of the General Partners, which operate as a single
The Funds are private equity funds and invest through negotiated transactions in operating
entities, generally referred to herein as “portfolio companies.” Butterfly’s investment advisory
services to the Funds consist of identifying and evaluating investment opportunities, negotiating
the terms of investments, managing and monitoring investments and achieving 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 Butterfly generally serve on such portfolio
companies’ respective boards of directors or otherwise act to influence control over management
of portfolio companies in which the Funds have invested.
Butterfly’s advisory services to the Funds are detailed in the applicable private placement
memoranda or other offering documents (each, a “Memorandum”), investment management
agreements, limited partnership or other operating agreements or governing documents (each, a
“Partnership Agreement”) and are further described below under “Methods of Analysis,
Investment Strategies and Risk of Loss.” Investors in the Funds (generally referred to herein as
“investors” or “limited partners”) participate in the overall investment program for the applicable
Fund, but in certain circumstances are excused from a particular investment due to legal, regulatory
or other
agreed-upon circumstances pursuant to the relevant Partnership Agreement. Such
arrangements generally do not and will not create an adviser-client relationship between Butterfly
and any investor. The Funds or the General Partners 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
Partnership Agreement with respect to such investors.
Additionally, as permitted by the relevant Partnership Agreement, Butterfly expects to
provide (or agree to provide) investment or co-investment opportunities (including the opportunity
to participate in co-invest 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, Butterfly personnel and/or certain other persons
associated with Butterfly (e.g., a vehicle formed by Butterfly’s principals to co-invest alongside a
particular Fund’s transactions). Such co-investments typically involve investment and disposal of
interests in the applicable portfolio company at the same time and on the same terms as the Fund
making the investment. However, for strategic and/or other reasons, a co-investor or co-invest
vehicle (including a co-investing Fund) purchases a portion of an investment from one or more
Funds after such Funds have consummated their investment in the portfolio company (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 Fund’s completion of the
investment to avoid any changes in valuation of the investment, but in certain instances could be
well after the Fund’s initial purchase. Where appropriate, and in Butterfly’s sole discretion,
Butterfly reserves the right to charge interest on the sale to the co-investor or co-invest vehicle (or
otherwise equitably to adjust the sale price under certain conditions), and to seek reimbursement
to the relevant 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 Fund.
As of December 31, 2023, Butterfly managed approximately $4,047,839,940 of client
assets on a discretionary basis.