Fort Point Capital, a Delaware limited liability company 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. Fort Point Capital
commenced operations in November 2010. Fort Point Capital is controlled by Brooke Ablon and
Paul Lipson.
Fort Point Capital’s clients include the following (each, a “Fund” and, together with any
future private investment fund to which Fort Point Capital or its affiliates provide investment
advisory services, the “Funds”):
• FPC Small Cap Fund I, L.P. (“Fund I”)
• FPC Small Cap Fund II, L.P.
• FPC Small Cap Fund II-A, L.P. (together with FPC Small Cap Fund II, L.P., “Fund
II”)
• FPC Small Cap Fund III, L.P.
• FPC Small Cap Fund III-A, L.P. (together with FPC Small Cap Fund III, L.P., “Fund
III”)
The following general partner entities are affiliated with Fort Point Capital:
• FPC Small Cap Partners I, L.P.
• FPC Small Cap Partners II, L.P.
• FPC Small Cap Partners III, L.P.
(each, a “General Partner” and, together with Fort Point Capital and their affiliated
entities, “Fort Point”).
Each General Partner is subject to the Advisers Act pursuant to Fort Point Capital’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 Fort Point
Capital.
The Funds are private equity funds and invest through negotiated transactions in operating
entities, generally referred to herein as “portfolio companies.” Fort Point’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 Fort Point 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.
Fort Point’s advisory services to the Funds are detailed in the relevant private placement memoranda
or other offering documents (each, a “Memorandum”), limited partnership or other operating
agreements (each, a “Partnership Agreement” and, 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 participate in the overall investment program
for the applicable Fund, but in certain circumstances are excused from a particular investment
due to legal, regulatory or other agreed-upon circumstances pursuant to the Governing Documents;
for the avoidance of doubt, such arrangements generally do not and will not create an adviser-client
relationship between Fort Point and any investor. 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 under, or altering or supplementing the terms (including economic or
other terms) of, the Governing Documents with respect to such investors.
Additionally, from time to time and as permitted by the Governing Documents, Fort Point
expects to 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, Fort Point’s personnel and/or
certain other persons associated with Fort Point. 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 other
reasons, a co-investor or co-invest vehicle (including a co-investing 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.
Where appropriate, and in Fort Point Capital’s sole discretion, Fort Point Capital 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.
Fort Point managed $610,100,475 in client assets on a discretionary basis as of December
31, 2023.