Items 4.A. and 4.B.
TELEO Capital Management LLC, a Delaware limited liability company (the “Adviser”), was
formed in December 2018 and filed to become a registered investment adviser with the United
States Securities and Exchange Commission (“SEC”) on June 24, 2021. George Kase, Andres
Martinez, and Robb Warwick are the Adviser’s founding partners and principal owners
(collectively, the “Principals”).
The Adviser, together with its advisory affiliates (“TELEO Capital”), provides investment
advisory services on a discretionary basis to privately offered pooled investment vehicles (each, a
“Fund” and together with any future private investment fund to which TELEO Capital provides
investment advisory services, the “Funds”). To facilitate investment by certain investors, TELEO
Capital may create one or more feeder funds or parallel funds or alternative vehicles. TELEO
Capital also provides advisory services to special purpose vehicles, each of which was formed to
invest in a single portfolio company (each, an “SPV” and together with any future special purpose
vehicles to which TELEO Capital provides investment advisory services, the “SPVs”, and together
with the Funds, “Advisory Clients” and each, an “Advisory Client”).
TELEO Capital provides discretionary investment management services through affiliated general
partners and managing members of the Advisory Clients (each, a “General Partner” and
collectively, the “General Partners”). Each General Partner is subject to the Investment Advisers
Act of 1940, as amended (the “Advisers Act”) pursuant to the Adviser’s registration in accordance
with SEC guidance. This brochure describes the business practices of the General Partners, which
operate as a single advisory business together with the Adviser.
The Advisory Clients are private equity funds that invest through negotiated transactions in
operating entities, generally referred to herein as “portfolio companies.” TELEO Capital’s
investment advisory services to the Advisory Clients consists of private company investing,
primarily through acquiring, holding, and disposing of equity securities issued by private
companies, with a principal focus on companies organized in, or that have substantial operations
in or contacts within, North America.
TELEO Capital’s advisory services to the Advisory Clients are provided pursuant to the terms of
the applicable term sheets, management services agreements, limited partnership agreements or
other operating agreements or governing documents (collectively, “Governing Documents”).
Advisory Client investors (each, an “Investor” and collectively, “Investors”) generally cannot
obtain services tailored to their individual specific needs.
Certain Advisory Clients, or their respective General Partner, have entered into side letter
agreements 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 Investor.
In connection with investment opportunities presented to the Advisory Clients, TELEO Capital may
determine, from time to time, that it is in the Advisory Clients’ best interests to invite certain Investors
or third parties to participate in such investment opportunities. For example, TELEO Capital may
determine that the amount of an investment opportunity exceeds the amount appropriate for an
Advisory Client. In addition, there may be strategic considerations to include an Investor or third party
as a co-investor including, but not limited to, relevant knowledge of an industry, geographic region or
contacts with prospective managers, board members or advisors. Before making any investment
available to a potential co-investor, TELEO Capital will consider whether offering such opportunity
would present a conflict with the Advisory Clients.
In general, (i) no Investor has a right to participate in any co-investment opportunity, (ii) decisions
regarding whether and to whom to offer co-investment opportunities are made in the sole
discretion of TELEO Capital, (iii) co-investment opportunities typically will be offered to some
and not other
Investors, in the sole discretion of TELEO Capital, and Investors may be offered a
smaller amount of co-investment opportunities than originally requested, (iv) certain persons other
than Investors will, from time to time be offered co-investment opportunities, in the sole discretion
of TELEO Capital, and (v) co-investors will generally purchase their interests in a portfolio
company at the same time as the Funds or will, on occasion, purchase their interests from the
applicable Advisory Clients after such Advisory Clients have consummated their investment in
the portfolio company. In addition, non-binding acknowledgements by TELEO Capital of interest
expressed by Investors in co-investment opportunities (such as Side Letter acknowledgments) do
not require TELEO Capital to notify such Investors in the event that there is a co-investment
opportunity.
In exercising its discretion to allocate a particular co-investment opportunity among potential co-
investors, TELEO Capital may consider some or all of a wide range of factors, which include, but
are not limited to, one or more of the following:
• TELEO Capital’s evaluation of the potential co-investor’s level of interest in certain
investment opportunities such as interest in a particular type of security (including
subordinated debt investments), industry or geography or ability to hold multiple
security types in the same investment (e.g., equity and debt);
• TELEO Capital’s evaluation of the size and financial resources of the potential co-
investor;
• TELEO Capital’s evaluation of the preferred size co-investment of the potential co-
investor;
• TELEO Capital’s evaluation of the size of the potential co-investor’s commitment or
potential commitment in current, previous or future Advisory Clients;
• TELEO Capital’s perception of the ability of that potential co-investor to efficiently
and expeditiously participate in the investment opportunity (including an ability to
quickly provide an indication of interest and an ability to quickly close the investment);
• TELEO Capital’s perception of the requirements or expectations of the co-investor in
evaluating and managing an investment opportunity, such as the extent of due diligence
to be conducted and any post-investment reporting, governance or monitoring
requirements;
• Any confidentiality concerns TELEO Capital has that may arise in connection with
providing specific information relating to the investment opportunity in order to permit
such potential co-investor to evaluate the investment opportunity, such as those
applicable under the Freedom of Information Act or similar regulations;
• TELEO Capital’s perception of its past experiences with the potential co-investor, such
as the willingness or ability of the potential co-investor to respond promptly and/or
affirmatively to previously offered investment opportunities;
• Any history of the potential co-investor bringing investment opportunities to TELEO
Capital;
• TELEO Capital’s perception of whether the potential co-investor may present any
special legal, regulatory, reporting, public relations, media or other burdens;
• TELEO Capital’s evaluation of whether the profile or characteristics of the potential
co-investor may have a positive or negative impact on the viability or terms of the
proposed investment opportunity and the ability of the Advisory Clients to take
advantage of the proposed investment opportunity, including TELEO Capital’s
perception of the target company’s preferences (for example, based upon the identity
of the potential co-investor, the co-investor’s beneficial owners or the co-investor’s
jurisdiction and experience in or knowledge of the industry); and
• Whether TELEO Capital believes, in its sole discretion, that allocating investment
opportunities to a potential co-investor will help establish, recognize, strengthen and/or
cultivate relationships that may provide longer-term benefits to current or future
Advisory Clients and/or TELEO Capital.
TELEO Capital does not participate in wrap free programs.
As of December 31, 2023, TELEO Capital manages approximately $572,007,880 in regulatory
assets under management on a discretionary basis.