The Adviser commenced operations in February 2018. The Adviser, a Delaware limited
partnership, serves as an investment adviser to private investment funds (each a “Fund” and
collectively, the “Funds”). The Funds are privately offered to qualified investors in the United
States and elsewhere. Each Fund is managed by a general partner (each a “General Partner”),
and each General Partner is an affiliate of the Adviser (ELCM, the General Partners, and their
affiliated entities collectively will be referred to as “Emerald Lake”).
Each General Partner is subject to the Advisers Act pursuant to the Adviser’s registration in
accordance with SEC guidance. This Brochure also describes the business practices of the General
Partners, which operate as a single advisory business together with ELCM.
The Funds are private equity funds and invest through negotiated transactions in operating entities,
generally referred to herein as “portfolio companies.” The Adviser’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. From time to time, where such investments consist of portfolio companies, the senior
principals or other personnel of ELCM 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 Funds have invested.
Emerald Lake’s advisory services to the Funds are detailed in the applicable private placement
memoranda, confidential information memoranda or other offering documents (each, a
“Memorandum”), 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 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. 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, from time to time and as permitted by the relevant Partnership Agreement, the
Adviser expects to provide (or agree to provide) co-investment opportunities (including the
opportunity to participate in co-invest vehicles) to certain investors or other persons, including
other sponsors, market participants, finders, consultants and other service providers, Emerald
Lake’s personnel and/or certain other persons associated with Emerald Lake and/or its affiliates
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, from time to time, for strategic and other reasons, a
co-investor or co-invest vehicle may purchase 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 the 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. Where appropriate, and in Emerald
Lake’s sole discretion, Emerald Lake 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 Fund for related costs. However, to the
extent such amounts are not so charged or reimbursed, they generally will be borne by the relevant
Fund.
As of December 31, 2023, ELCM manages approximately $1, 309,079,626 on a discretionary basis.
ELCM is controlled by Dan Lukas, its founder and managing partner, and is owned by Dan Lukas
and the Emerald Lake Trust.