The Adviser, a Delaware limited partnership and a registered investment adviser, and its
affiliated investment advisers provide investment advisory services to investment funds privately
offered to qualified investors in the United States and elsewhere. The Adviser commenced
operations in August 2019.
The Adviser’s clients include KLC Fund I LP, KLC Fund I-A LP, KLC Fund II LP,and
KLC Fund II-A LP (each, a “Main Fund”) and multiple co-investment, parallel or alternative
investment vehicles, each a Delaware limited partnership (each, together with each Main Fund,
referred to herein as a “Fund,” and, collectively, together with the Executive Funds (as defined
below) and any future private investment funds to which the Adviser or its affiliates provide
investment advisory services, the “Funds”). The Adviser also serves as investment adviser to
KLC FF Fund I LP and KLC FF Fund II LP, both “executive funds” offered to employees, affiliates
and other investors with a relationship to the Adviser or its personnel (the “Executive Funds”).
KLC Fund I GP LP and KLC Fund II GP LP (together with any other general partners to
the Funds and any future general partners that may be formed from time to time, each a “General
Partner” and collectively, together with any future affiliated general partner entities, the “General
Partners,” and together with the Adviser and their affiliated entities, “Knox Lane”), is affiliated
with the 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.” Knox Lane’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. From time to time, where such investments consist
of portfolio companies, the senior principals or other personnel of Knox Lane 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.
The advisory services to the Funds are detailed in the applicable Fund’s private placement
memoranda or other offering documents (each, a “Memorandum”), limited partnership or other
operating agreements of the Funds (each, a “Partnership Agreement” and, as applicable, together
with any relevant Memorandum, the “Governing Documents”) 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 are permitted to be excused from a particular
investment due to legal, regulatory or other agreed-upon circumstances pursuant to the relevant
Governing Documents; for the avoidance of doubt such arrangements generally do not and will
not create an adviser-client relationship between the Adviser 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 under, or altering or supplementing the
terms (including economic or other terms) of, the relevant Partnership Agreement with respect to
such investors.
Additionally, from time to time and as permitted by the relevant Governing Documents,
Knox Lane 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, Industry
Advisors, Operating Partners (both, as defined below) and other service providers, Knox Lane
personnel and/or certain other persons associated with Knox Lane and/or its affiliates. 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/or other reasons, a co-investor or co-invest vehicle 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 Knox Lane’s sole discretion, Knox Lane 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, the Adviser managed approximately $2.5 billion in client
regulatory assets on a discretionary basis. The Adviser is principally owned by John Preston
Bailey and Shamik Patel (the “Principals”), who serve as the Adviser’s Managing Partner and
Partner, respectively. Knox Lane LLC, a Delaware LLC, acts as the general partner to the Adviser,
and is wholly owned by Mr. Bailey.