Compass Group Management, LLC (“Compass,” the “Firm,” “we,” “us” or “our”), a Missouri
Limited Liability Company, was organized in 2015 and is headquartered in St. Louis, MO. Compass
is a wholly owned subsidiary of Compass Group Holdings, LP (“Compass Group Holdings”),
which is ultimately owned by Mr. John Huhn and Mr. Chris Gibson through entities under their
control. Messrs. John Huhn and Chris Gibson control and are the principals of Compass and
Compass Group Holdings. Compass invests in lower middle-market companies, bringing to
management a mix of capital, hands-on support, and value-add expertise to accelerate growth,
exceed historical performance and add value to a business.
Compass provides investment advisory services to privately pooled private equity funds exempt
from registration under the Investment Company Act of 1940 (“Investment Company Act”) (each,
a “Fund” and collectively, the “Funds”). Compass also provides discretionary investment
advisory services to co-investment special purpose funds established to invest alongside a fund in
a single portfolio company (each, a “Co-Investment Fund” and collectively with the Funds, the
“Funds” unless the context otherwise requires). In limited circumstances, as more fully described
in Item 7 below, the Firm permits certain investors and third parties to co-invest alongside a Fund
directly into a portfolio company. Unlike the Co-Investment Funds mentioned above, such direct
co-investments are not considered Funds or clients of Compass.
Each Fund is affiliated with a general partner (each, a “General Partner” and collectively, the
“General Partners”). The General Partners have ultimate responsibility for decisions relating
to management and operations made on behalf of the Funds and have ultimate responsibility for
the investment decisions made on behalf of the Funds. Each General Partner has delegated
investment management and advisory responsibilities for the Funds to Compass. For purposes of
this Brochure, references to Compass shall include the General Partners, unless the context
otherwise requires.
The Funds invest through privately negotiated transactions in operating companies, generally
referred to as “portfolio companies”. Each portfolio company has its own independent
management team responsible for managing its day-to-day operations, although (i) members of
Compass or representatives appointed by the Firm are expected to serve on the boards of, or
otherwise act to influence control of the management of, such portfolio companies and will
therefore have a significant impact on the long-term direction of the company, including at times
the selection of management team members and (ii) in some cases, Compass will more directly
influence the day-to-day management of a portfolio company by recruiting and installing certain
individuals in various leadership roles, such as chief executive officer, chief operating officer, chief
financial officer or other roles. Compass’ 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 of such investments. Investments
are made predominantly in lower middle market nonpublic companies.
Compass will manage the Funds pursuant to investment guidelines set forth in the relevant
governing and offering documents of each Fund, including any Limited Partnership Agreement,
Investment Management Agreement, Private Placement Memorandum and/or Subscription
Agreement (each, an “Offering Document,” and collectively, the “Offering Documents”).
The Offering Documents contain more detailed information about the Funds, including a
description of the investment objective and strategy or strategies employed by the Funds and
related restrictions that serve as a limitation on Compass’ advice or management.
Compass will not tailor its advisory services to the individual investors in a particular Fund (each
an “Investor” or “Limited Partner” and collectively the “Investors” or “Limited
Partners”), or provide Investors with the right to specify, or restrict a Fund’s investment
objectives or any investment decisions.
Investors in the Funds participate in the overall investment strategy for the applicable Fund and
generally cannot be excused from a particular investment except in certain circumstances
pursuant to the terms of the applicable Offering Documents. In accordance with industry common
practice, Compass has entered into side letters or similar agreements with certain Investors
including those who make substantial commitments of capital or were early-stage Investors in the
Funds, or for other reasons in the sole discretion of Compass, in each case that have the effect of
establishing rights under, or altering or supplementing, a Fund’s Offering Documents. Examples of
side letters entered into include provisions whereby Investors have expressed an interest in
participating in co-investment opportunities, Limited Partner advisory committee representation,
certain fee arrangements, notification provisions, opt-out rights, reporting requirements and
“most favored nations” provisions, among others. These rights, benefits or privileges are not
always made available to all Investors, consistent with the Offering Documents and general market
practice. Commencing in March 2025, Compass will make required disclosure of certain side
letters to all Investors (and in certain cases, to prospective Investors) in accordance with the new
Private Fund Rule. Side letters are negotiated at the time of the relevant Investor’s capital
commitment, and once invested in a Fund, Investors generally cannot impose additional
investment guidelines or restrictions on such Fund. There can be no assurance that the side letter
rights granted to one or more Investors will not in certain cases disadvantage other Investors.
Compass does not participate in wrap fee programs.
As of December 31, 2023, Compass managed $430,211,313 in regulatory assets under
management (“RAUM”), all on a discretionary basis.