Firm Description
Turn/River Management, LP (“Turn/River” or the “Firm”), a Delaware limited partnership, is a
private equity firm focused on investments in the software industry. Turn/River invests in companies
which it believes have untapped potential and offers flexible capital, hands-on operational support and
data-driven strategies tailored to each company’s unique needs. Turn/River is made up of a team of
experienced leaders and operating professionals with decades of experience scaling sales, marketing,
customer success and retention and talent for a diverse portfolio. The Turn/River operating playbook
seeks to reliably and rapidly transform great software products into market leaders. Based in San
Francisco, the Firm commenced operations in 2012.
Turn/River serves as the investment adviser for, and provides discretionary investment advisory services
to, private funds (“Funds”) and special purpose funds established to invest alongside a fund in a single
portfolio company (“Co-Investment Funds” and collectively with the Funds, the “Funds” unless the
context otherwise requires).
Each Fund is affiliated with a general partner (“General Partner”) with authority to make investment
decisions on behalf of the Funds. The General Partners are deemed registered under the Investment
Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Advisers
Act”), pursuant to Turn/River’s registration in accordance with SEC guidance. The applicable General
Partner retains investment discretion and investors in the Funds do not participate in the control or
management of the Funds. While the General Partners maintain ultimate authority over the respective
Funds, Turn/River has been designated the role of investment adviser. This Brochure refers to the
business practices of both Turn/River and the General Partners, unless otherwise noted. For more
information about the Funds and General Partners, please see Turn/River’s Form ADV Part 1, Schedule
D, Section 7.A. and Section 7.B.(1).
Turn/River provides investment advisory services as a private equity fund manager to its Funds. The
Funds invest through privately negotiated transactions in operating companies, generally referred to as
“portfolio companies”, in the software industry. Each portfolio company has its own independent
management team responsible for managing its day-to-day operations, although (i) members of
Turn/River or representatives appointed by the Firm are expected to serve on the boards of, or otherwise
act to influence control of the management of, such portfolio companies and will therefore have a
significant impact on the long-term direction of the company, including the selection of management
team members and (ii) in some cases, Turn/River 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.
Turn/River’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 of such investments. Investments are made predominantly in nonpublic
companies, although investments in public companies are permitted in certain instances.
Turn/River’s investment advice and authority for each Fund is tailored to the investment objectives of
that Fund; Turn/River does not tailor its advisory services to the individual needs of investors in the
Funds. The Fund investment objectives are described in and governed by, as applicable, the private
placement memorandum, limited partnership agreement, subscription agreements, investment advisory
agreements, side letter agreements 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. The Firm does not seek nor require investor approval
regarding each investment decision.
Fund investors generally cannot impose restrictions on investing in certain securities or types of
securities, other than through side letter agreements. Investors in the Funds participate in the overall
investment program for the applicable Fund and generally cannot be excused from a particular
investment except in certain circumstances pursuant to the terms of the applicable Governing
Documents. In accordance with industry common practice, Turn/River has entered into side letters or
similar agreements with certain investors 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 Turn/River, in
each case that have the effect of establishing rights under, or altering or supplementing, a Fund’s
Governing Documents. Examples of side letters entered into include provisions whereby investors have
expressed an interest in participating in co-investment opportunities, limited partner advisory committee
representation, notification provisions, reporting requirements and “most favored nations” provisions,
among others. These rights, benefits or privileges are not always made available to all investors,
consistent with the Governing Documents and general market practice. Commencing in September
2024, Turn/River will make required disclosure of certain side letters to all investors (and in certain cases,
to prospective investors) in accordance with the new Private Fund Rule. Side letters are negotiated at
the time of the relevant investor’s capital commitment, and once invested in a Fund, investors 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 investors will not in certain cases disadvantage other
investors.
Turn/River does not participate in wrap fee programs.
Principal Owners/Ownership Structure
Turn/River is owned by Managing Partner Dominic Ang, and is controlled by Turn/River Group,
LLC, the general partner of Turn/River, which is owned and controlled by Mr. Ang.
Assets Under Management
As of December 31, 2023, Turn/River managed $2.687 billion in regulatory assets under management,
on managed on a discretionary basis. Turn/River does not manage any investments on a non-
discretionary basis.