The Adviser, a Delaware limited partnership, was formed in August 2019 by co-founders
Aaron Perlmutter, Chris Boyle and Kimberly Pollack (each a “Partner”). The Adviser filed to
become a registered investment adviser with the SEC in March 2020. Charger Holdings LLC, a
Delaware limited liability company (“Ultimate General Partner”), acts as the general partner of
the Adviser. Mr. Perlmutter and Mr. Boyle are the Adviser’s and Ultimate General Partner’s
principal owners.
The Adviser, its affiliated general partner (the “General Partner”), and their respective
affiliates (collectively, “Charger”) expect to provide investment advisory services to privately
offered pooled investment vehicles (each a “Fund” and collectively, the “Funds”) to investors who
are generally “accredited investors” within the meaning of Rule 501(a) under the Securities Act of
1933, as amended (the “Securities Act”), and are generally “qualified purchasers” within the
meaning of Section 2(a)(51) under the Investment Company Act of 1940, as amended (the
“Investment Company Act”) and “qualified clients” within the meaning of Rule 205-3 under the
Advisers Act.
The 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
Partner, which operate as a single advisory business together with the Adviser.
The Funds are private equity funds and anticipate investing through negotiated transactions
in operating entities, generally referred to herein as “portfolio companies.” Charger’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 anticipated to be 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 Charger
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.
Charger’s advisory services to the Funds are detailed in the applicable private placement
memoranda or other offering documents (each, a “Memorandum”), investment management
agreements, limited partnership or other operating agreements or governing documents (each, a
“Partnership Agreement” and together with the relevant Memorandum, the “Governing
Documents”) and are further described below under “Methods of Analysis, Investment Strategies
and Risk of Loss.” Charger’s investment management and advisory services to the Funds are
provided pursuant to the terms of the Governing Documents and investors in the Funds (the
“Limited Partners”) cannot obtain services tailored to their individual specific needs. Limited
Partners participate in the overall investment program for the applicable Fund, but may 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 Partner 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 Governing Documents with respect to such investors.
Each Fund will establish an advisory board (the “Advisory Board”) composed of Limited
Partners representatives selected by the General Partner, all of whom will be unaffiliated with the
General Partner.
Additionally, from time to time and as permitted by the relevant Governing Documents,
Charger may offer 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, and persons associated with Charger. Please see
“METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS – Conflicts
of Interest” for additional discussion of co-investments.
As of December 31, 2023, Charger has $549,296,165 in regulatory assets under
management on a discretionary basis. Charger does not manage client assets on a non-discretionary
basis.