Ethos Capital is wholly-owned by Erik Brooks and Fadi Chehade who are the Founders and
Managing Partners. Brent Stone joined Ethos Capital as a Managing Partner in February 2024.
Ethos Capital is a private equity firm that provides discretionary investment advice principally with
respect to equity and equity-related securities of private companies in the sectors of the economy
where information services impact growth and profitability. The investment management and
advisory services to be provided by Ethos Capital consist primarily of: (i) identifying and screening
investments which may include fundamental qualitative analysis as well as quantitative analysis;
(ii) conducting due diligence on potential investments; (iii) structuring and negotiating legal
documents; and (iv) ongoing monitoring and reporting on clients’ investments. Ethos Capital is
authorized to make primary investments (i.e., purchasing an interest directly from the issuer) and
secondary investments (i.e., purchasing an interest from an existing investor).
Ethos Capital’s clients (“Clients”) consist of special purpose vehicles (the “SPVs”), formed to make
a direct investment in a single private company (each, a “Portfolio Company”), and investment
funds, formed to make investments in multiple Portfolio Companies, each of which is privately
offered to qualified investors (“Investors”) in the United States and elsewhere. Ethos Capital’s
Clients also include the following (each, a “Fund,” and together with any future investment fund to
which Ethos Capital and/or its affiliates provide discretionary investment advisory services, the
“Funds”):
•Ethos Capital Investments LP;
•Ethos Capital Investments A LP.
Ethos Capital’s discretionary investment 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 of the Funds (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 Ethos
Capital and any Investor. The Funds or the General Partner 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, as permitted by the Governing Documents, Ethos Capital expects to provide (or agree
to provide) investment or co-investment opportunities (including the opportunity to participate in
SPVs) to certain current or prospective investors or other persons, including other sponsors,
market participants, finders, consultants and other service providers, portfolio company
management or personnel, Ethos Capital personnel and/or certain other persons associated with
Ethos Capital and/or its affiliates (e.g., a vehicle formed by Ethos Capital’s principals to co-invest
March 20245
alongside a particular Fund’s transactions). 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, 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, but in certain instances could
be well after the Fund’s initial purchase. Where appropriate, and in Ethos Capital’s sole discretion,
Ethos Capital charges 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 any such amounts are not so charged or
reimbursed (including charges or reimbursements required pursuant to applicable law), they
generally will be borne by the relevant Fund.
As of December 31, 2023, Ethos Capital has $2,524,630,227 of regulatory assets under
management.