Bedford Ridge Capital LP (“BRC” or the “Firm”), is a Delaware limited partnership that was
formed in 2020, with its principal place of business in New York, New York. Andrew Klaber
serves as BRC’s President, Chief Executive Officer (“CEO”), Director, and Portfolio Manager,
Michael Reidler serves as the Firm’s Chief Financial Officer (“CFO”) and Nicole De La Roca
serves as the Firm’s Chief Compliance Officer (“CCO”). The Firm is controlled by its general
partner, Bedford Ridge Capital Management LLC, a Delaware limited liability company, which is
controlled by Andrew Klaber (the “Principal”).
As of December 31, 2023, the Firm had approximately $801 million in regulatory assets under
management (“RAUM”). Total RAUM reflects assets as of December 31, 2023, with the exception
of the values reported for Bedford Ridge Investment Company V LP (“BRIC V”), which was
launched in early 2024 and reflects assets as of January 31, 2024.
Discretionary Non-Discretionary Total
Total Regulatory Assets
Under Management
$ 454,833,339 $ 346,621,974 $ 801,455,313
Nature of Clients and Investors
The Firm provides investment management services to pooled investment vehicles that are exempt
from registration under the Investment Company Act of 1940 (“Company Act”), as amended, and
whose securities are not registered under the Securities Act of 1933 (“Securities Act”), as amended
(“private funds”). The Firm manages Paulson Investment Company I LP (“PIC I”), Paulson ESP
Segregated Portfolio Company 2 (“SPC 2”), Bedford Ridge Investment Company II LP (“BRIC
I”), Bedford Ridge Investment Company II LP (“BRIC II”), Bedford Ridge Investment Company
III LP (“BRIC III”), Bedford Ridge Investment Company IV LP (“BRIC IV”), and BRIC V
(collectively, the “Funds”). All assets for the Funds are managed on a discretionary basis.
Bedford Ridge Capital GP LLC (“BRC GP”), an affiliate of BRC, serves as the general partner of
PIC I, BRIC I, BRIC II, BRIC III, BRIC IV, and BRIC V (the “General Partner”) and as portfolio
manager of SPC 2 (the “Portfolio Manager”).
PIC I is a Cayman Islands exempt limited partnership while SPC 2 is a Cayman Islands exempted
segregated portfolio company. BRIC I, BRIC II, BRIC III, BRIC IV, and BRIC V are all Delaware-
registered limited partnerships. The Funds are not registered or required to be registered under the
U.S. Investment Company Act of 1940 (the “Investment Company Act”) or the U.S. Securities
Act of 1933 (the “Securities Act”) and are privately placed to qualified investors in the United
States. See, also Item 7 below.
In addition to the investment management services it provides to its Funds, BRC provides
investment advisory services to a single institutional investor, organized as a Delaware limited
partnership (the “Advisory Client”, together with the Funds, “Clients”). The Advisory Client is
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identified as a separately managed account in the Form ADV Part 1A The Firm may in the future serve
as investment advisor for other private funds or advisory clients. BRC does not have a separate
client relationship with investors in the Funds, which are referred to throughout this Brochure as
“Investors”, “Limited Partners”, or “Shareholders”. Investors in the Funds generally include high
net worth individuals, endowments, foundations, and family offices that are accredited investors
and qualified clients.
Until September 2020, PIC I and SPC 2 were managed by Paulson & Co. Inc. (the “Prior
Manager”). The Prior Manager converted to a private
investment office and as such no longer
manages third party capital. As part of a restructuring agreement, the Principal, a long-time partner
at the Prior Manager, created both BRC and the General Partner/Portfolio Manager to fulfill the
roles previously filled by the Prior Manager and its affiliated entities. The Prior Manager currently
has no role in the investment management services provided to these funds.
Investment Mandates
The Funds are managed in accordance with the investment objectives, strategies and guidelines as
set forth in each Fund’s confidential offering memorandum, organizational documents and other
related documents (collectively “Governing Documents”). In all cases investments are selected
on the basis of the Fund’s investment strategy and objectives.
The Funds are not tailored to the individualized needs of any particular Investor, though the Funds
may take into consideration the general characteristics (e.g., tax status) of its target Investors when
structuring its operations. An investment in the Funds does not, in and of itself, create an advisory
relationship between the Investor and BRC, and BRC typically does not enter into separate
advisory arrangements with any Investor. Therefore, each Investor must consider for itself whether
any private fund meets the Investor’s investment objectives and risk tolerance before investing in
the Funds. Information about each Fund is set forth in its Governing Documents, which are
available to current and eligible prospective investors only through BRC.
BRC provides the Advisory Client with continuous monitoring and advisory services of certain
publicly-traded and privately-held securities. These assets are managed on a non-discretionary
basis and in accordance with an agreement between BRC and the Advisory Client.
Side Letters
BRC has entered and may enter in the future into arrangements (“Side Letters”) with certain
prospective or existing Investors, in connection with the investor’s admission into a Fund, without
the approval of any other investor. The arrangements have the effect of establishing rights under,
or supplementing or modifying the terms of, the Governing Documents of the relevant Fund with
respect to the investor, and typically include rights or terms necessary to address specific legal,
regulatory, investment, or public policy restrictions of an investor. BRC may also enter into side
letter agreements with Investors that may establish rights under, or alter or supplement the terms
of, a Fund’s Governing Documents in a manner that may be more favorable to such investors than
those applicable to other investors. For example, such terms and conditions may provide for special
rights to make future investments in a Fund, other investment vehicles or managed accounts; a
reduction or rebate in management fees or incentive allocations to be paid by the investor; and
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such other rights as may be negotiated by the Funds and such investors. The modifications are
solely at the discretion of the Funds and may, among other things, be based on the size of the
investor's investment in a Fund or affiliated investment entity, an agreement by an investor to
maintain such investment in a Fund for a significant period of time or other similar commitment
by an investor to a Fund or may be granted to founding or strategic investors. Subject to the terms
of the relevant Fund’s Governing Documents, Investors may become beneficiaries of more
favorable side letter terms granted to other Investors.
All Side Letters must be approved by the Principal and CFO. The Principal and CFO are
responsible for monitoring compliance with each side letter, with assistance from the CCO and/or
outside counsel, as applicable.
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