Bain Capital Insurance Solutions, LP (“BCIS”), a Delaware limited partnership wholly
owned by Bain Capital, LP (“Bain Capital”), provides investment advice to certain pooled
investment vehicles (“BCIS Partnerships”) that are exempt from registration under the Investment
Company Act of 1940 (the “1940 Act”) and whose securities are not registered under the Securities
Act of 1933 (the “Securities Act”). BCIS also provides sub-advisory services to certain pooled
investment vehicles structured as insurance dedicated funds (“IDFs”). BCIS further provides
investment advisory services to insurance companies that are in the business of providing life
insurance, annuities, property insurance, and casualty insurance (“BCIS Insurance Clients”). The
BCIS Insurance Clients, IDFs, and BCIS Partnerships are referred to collectively as “BCIS
Clients.”
As the investment adviser, BCIS (along with, in the case of each BCIS Partnership, the
general partner (“General Partner”)
1 of such BCIS Partnership), provides investment advice to
BCIS Clients. In particular, BCIS advises BCIS Partnerships with certain strategies related to
making investments in insurance companies. These strategies include BCIS Partnerships taking
control- oriented and related positions in insurance companies. Such insurance companies are based
in the United States, Europe, and/or other locations.
BCIS also sub-advises IDFs, which invest in investment vehicles managed by Bain Capital’s
affiliated registered investment advisers. With respect to these vehicles, BCIS focuses on investing
the IDFs’ assets in underlying investment vehicles pursuing various investment strategies,
including in the capital markets, private markets, and insurance spaces. BCIS allocates IDF capital
to underlying funds pursuing these strategies, particularly to vehicles managed by BCIS and Bain
Capital’s affiliated investment advisers.
Lastly, BCIS advises BCIS Insurance Clients about investing their reserves and/or other
investible assets. In particular, BCIS’ advisory activities include, among other things, (i) sourcing,
identifying, and evaluating investment opportunities; (ii) making investment decisions; (iii)
making investment representations on behalf of the BCIS Insurance Clients; and (iv) buying,
selling and otherwise trading securities and other assets. BCIS also provides investment advice
about the appropriate investment allocation of the insurance company’s assets, and the selection
of advisers or sub-advisers to manage client
assets. BCIS manages assets in accordance with
investment management agreements entered into with BCIS Insurance Clients, which contain the
clients’ general instructions and mandate limitations. In certain instances, BCIS establishes
separately managed accounts for its BCIS Insurance Clients.
BCIS also enters into sub-advisory agreements with other Bain Capital affiliated advisers,
which may sub-advise SMAs or other investment vehicles established by BCIS Insurance Clients.
In addition, BCIS in some instances will recommend that BCIS Insurance Clients invest in
investment vehicles managed by Bain Capital affiliated registered investment advisers and/or
utilize advisory services rendered by them.
These BCIS Insurance Clients could include portfolio companies invested in by BCIS
1 References to General Partner in relation to carried interest for purposes of this document include any Special limited
partner for applicable BCIS Partnerships.
Partnerships, other BCIS Clients, Bain Capital or their affiliate advisers.
BCIS provides investment advisory services to each BCIS Client pursuant to separate
advisory, investment management, or sub-advisory agreements (each, an “Advisory Agreement”).
The terms of these documents, including any restrictions on investments in certain types of
securities, are the result of negotiations with the applicable BCIS Client. The Advisory Agreement
of a BCIS Client may be changed by such BCIS Client only to the extent permitted by the
applicable Advisory Agreement.
Investment advice is provided by BCIS directly to BCIS Partnerships, subject to the direction
and control of the general partner of such BCIS Partnership and not individually to investors in the
BCIS Partnerships. Any restrictions on investments in certain types of securities are established by
the general partner of the applicable BCIS Partnership and set forth in the documentation received
by each limited partner prior to investment in such BCIS Partnership. Once invested in a BCIS
Partnership, investors generally cannot impose restrictions on the types of securities in which such
BCIS Partnership may invest, subject to monitoring compliance with investment limitations on
insurance companies set forth in applicable law and the boards of directors of insurance companies
maintaining ultimate oversight over their investment portfolios, as required by law.
BCIS has been in business since 2021. As of December 31, 2023, BCIS manages
approximately $1,855,576,477 of client assets, all of which is managed on a discretionary basis.