For purposes of this Brochure, the “Firm” or “CLP” means Closed Loop Partners, LLC, together
(where the context permits) with its affiliated general partners of the Funds (as defined below) that
provide advisory services to and/or receive advisory fees from the Funds. CLP is based in New
York, NY, and was formed in 2016 by Ron Gonen subsequent to founding the Closed Loop Fund
in 2014. Currently Mr. Gonen owns approximately 85% of CLP through direct ownership and his
100% ownership of EMERGECLF Inc., with the remainder held by two passive investors.
CLP provides primarily discretionary, impact investment advisory services to pooled investment
vehicles, including venture capital, private equity and catalytic private credit funds, as well as
special purpose and co-investment vehicles (together, the “Funds” or “Clients”). With respect to
one Client, CLP provides non-discretionary investment advisory services. As a general matter,
CLP does not expect to offer further non-discretionary advisory services. The limited partners of
the Clients are either accredited or qualified investors, depending on the Fund. Limited partners
of the Funds are referred to in this Firm Brochure as “investors” or “limited partners.”
CLP’s advisory services consist of investigating, identifying and evaluating impact investment
opportunities in the circular economy, structuring, negotiating and making investments on behalf
of the Funds, managing and monitoring the performance of such investments and disposing of
such investments. CLP may serve as the investment adviser or general partner to the Funds in order
to provide such services.
Investment advice is provided directly to the Funds, subject to the discretion and control of the
applicable general partner, and not individually to any Fund investor. The investment management
services CLP provides to the Funds primarily consist of sourcing, structuring, and negotiating
investments and dispositions, monitoring the performance of investments and performing certain
administrative services. These services are provided pursuant to investment management or
portfolio management agreements (each, an “Advisory Agreement”) between CLP and the Funds
as a result of a delegation of authority by the general partner of each fund (an affiliate of ours), to
CLP. The Firm’s advisory services are tailored to each Fund, taking into account its investment
objectives and investment restrictions as set forth in the respective
Fund’s limited partnership
agreement, operating agreement or analogous organizational document, any side letters negotiated
with Fund investors, as well as any offering materials of the Fund (such documents collectively, a
Fund’s “Governing Documents”) and/or in the applicable Advisory Agreement.
From time to time, CLP enters into side letters with specific investors, which have the effect of
establishing rights under, or altering or supplementing, the terms of a Fund’s Governing
Documents in respect of the investor with whom such agreement is made. Such rights or alterations
generally concern economic terms, excuse rights, information rights, investment limitations, co-
investment rights, ability to transfer interests in a Fund or compliance with specified laws or
regulations (including the provision of stated co-invest opportunities or priority allocation rights
to, for example, limited partners who have capital commitments in excess of certain thresholds to
one or more Funds, or transfer rights, among others). Other side letter rights could confer benefits
to the relevant investor at the expense of the respective Fund and/or other Fund investors as a
whole, including in the event that a side letter confers additional reporting, information rights
and/or transfer rights, the costs and expenses of which are expected to be borne by the relevant
Fund. Certain such additional rights but not all rights, terms or conditions are permitted to be
elected by certain sizeable investors with “most favored nations” rights pursuant to a Fund’s
limited partnership agreement. Such side letters in certain cases will also impose restrictions on
participation in certain investments or types of investments made by the Funds. Neither CLP nor
its affiliates will enter into a particular side letter if CLP determines that the provisions contained
in such side letter would be disruptive to the applicable Fund or its investment program. Disclosure
of applicable side letter practices is made to investors prior to their investment in the applicable
Fund.
The information provided herein about the investment advisory services provided by the Firm is
qualified in its entirety by reference to the Funds’ Governing Documents.
As of December 31, 2023, CLP managed $492,261,307 of client assets, of which $446,457,556 is
managed on a discretionary basis, and $45,803,751 is managed on a non-discretionary basis.