SDC, a Delaware limited liability company, is an investment adviser located in New York, New
York. SDC was formed in 2017 and its Managing Partners and principal owners are Todd Aaron
and Douglas Kaden.
SDC provides investment advice to pooled investment vehicles organized as private investment
funds (collectively with any future private investment fund to which SDC provides investment
advisory services, the “Funds,” and each, a “Fund”). The Funds are structured as Delaware limited
partnerships and are exempt from registration under the Investment Company Act of 1940, as
amended (the “Investment Company Act”), pursuant to Section 3(c)(1) and/or Section 3(c)(7) of
the Investment Company Act, as applicable. An affiliated entity formed and/or controlled by SDC
serves as general partner or managing member to each Fund (collectively with any future
affiliated general partner or managing member to a Fund, the “General Partners,” and each, a
“General Partner”). SDC and the General Partners generally operate as a single advisory business,
and whenever from the context it appears appropriate, references herein to SDC and the Firm
include the General Partners.
SDC provides discretionary investment advisory services to the Funds. Certain Funds (the “Main
Funds”) invest primarily in the information technology (“IT”) and communications infrastructure
sectors, including data centers, fiber networks, wireless infrastructure and related sectors. The
Main Funds will primarily seek to leverage their extensive industry relationship set to source
proprietary opportunities and will specifically seek investments where the Main Funds believe they
can create value by applying SDC’s specialized operational knowledge as described in more detail
in Item 8. Certain other Funds (the “Co-invest Funds”) are organized primarily for the object and
purpose of directly or indirectly acquiring, developing, holding for investment, converting and
distributing or otherwise disposing of investments in securities of one portfolio investment. As
permitted by the Governing Documents (as defined below), SDC has provided and expects to
provide (or agrees to provide) investment or co-investment opportunities (including the
opportunity to participate in the Co-invest Funds) 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, SDC’s personnel and/or certain
other persons associated with SDC and/or its affiliates. For strategic and other reasons, a co-
investor or co-invest vehicle (including a Co-invest 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 SDC’s sole
discretion, SDC 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 (including charges or
reimbursement required pursuant to applicable law). However, to the extent any such amounts
are not so charged or reimbursed, they generally will be borne by the relevant Fund.
Investment advice is provided directly to the Funds themselves and not to the individual investors
in the Funds. SDC tailors its advisory services to the individual needs of the Funds but not to the
individual needs of underlying investors. SDC manages the Funds in accordance with the
investment objectives and limitations set forth in each Fund’s offering memoranda, governing
documents, subscription agreements, side letters, and any investment management agreement
between SDC and the Funds, as applicable (together, the “Governing Documents”).
SDC has entered, and may in the future enter, into agreements, commonly known as “side letters”
(“Side Letters”), with certain investors under which SDC waives or modifies the application of
certain investment terms applicable to such investors, without obtaining the consent of any other
investor in the Funds, as described in more detail in Item 8 below.
As of December 31, 2023, the Firm had approximately $4,498,675,000 in discretionary assets
under management. SDC does not currently manage any assets in a non-discretionary manner.