The Adviser was formed in March 2019 as a Delaware Limited Company and converted
to a Delaware limited partnership in January 2020. The Adviser has been a registered investment
adviser with the SEC as of January 31, 2020. APG UGP, L.L.C., a Delaware limited liability
company (the “Ultimate General Partner”), serves as the Adviser’s general partner, and Fraser
Preston is the Adviser’s and the Ultimate General Partner’s principal owner.
The Adviser and the General Partners (as defined below) and their respective affiliates
(collectively, “APG”) provide investment advisory services primarily to private investment funds
privately offered to qualified investors in the United States and elsewhere (each, a “Fund”, and
collectively, the “Funds”). One of these funds could be an “executive fund” offered to certain
investors, including certain employees of the General Partners and/or their affiliates, family
members, Operations Group members and Senior Advisors (each as defined and discussed below)
and other persons with a relationship to the Adviser or its personnel.
Entities affiliated with the Adviser serve as general partners to the Funds (the “General
Partners” and each, a “General Partner”) and delegate authority to the Adviser to serve as the
investment adviser. 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 the Adviser.
The Funds are private equity funds and invest through negotiated transactions in operating
entities, generally referred to herein as “portfolio companies.” APG’s investment advisory
services to the Funds consist of identifying and evaluating potential investment opportunities,
negotiating the terms of investments, managing and monitoring investments, and seeking and
consummating dispositions for such investments. Investments are made primarily in non-public
companies but may also be made in public companies. From time to time, where such investments
consist of portfolio companies, the senior principals or advisors or other personnel of APG will
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.
APG’s advisory services to the Funds are detailed in the applicable confidential private
placement memoranda or other offering documents (each, as amended, restated, supplemented or
otherwise modified from time to time, a “Memorandum”), management services agreements,
limited partnership or other operating agreements or governing
documents (each as amended,
restated, supplemented, waived or otherwise modified from time to time, a “Partnership
Agreement” and as applicable, together with a relevant Memorandum, the “Governing
Documents”) and are further described below under “Methods of Analysis, Investment Strategies
and Risk of Loss.” Investors in the Funds will participate in the overall investment program for
the applicable Fund, but are permitted to be 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 have entered 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 Governing Documents
with respect to such investors.
Additionally, from time to time and as permitted by the relevant Governing Documents,
APG may 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, APG’s personnel and/or
certain other persons associated with APG (e.g., Senior Advisors and members of the Operations
Group (as defined below) and/or vehicles formed by APG’s principals to co-invest alongside a
particular Fund’s transactions). Such co-investments will typically involve investment and
disposal of interests in the applicable portfolio company at the same time and on the same terms
as each Fund making the investment. However, from time to time, for strategic and/or other
reasons, co-investors or co-invest vehicles are anticipated to 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). Any such purchase from a Fund by
a co-investor or co-invest vehicle will generally occur shortly after the Fund’s completion of the
investment to seek to avoid any material changes in valuation of the investment. In APG’s sole
discretion, APG is authorized 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 such amounts are not
so charged or reimbursed, they generally will be borne by the relevant Fund.
As of December 31, 2023, APG managed approximately $1,450,700,205 of client assets
on a discretionary basis.