A. The Adviser is a Delaware limited liability company and has its principal place of business in
New York, New York. The Adviser provides or expects to provide investment advisory
services as an investment adviser or sub-adviser to (a) privately offered pooled investment
vehicles (each a “Fund” and collectively, the “Funds”) that will be (i) exempt from registration
under the U.S. Securities Act of 1933, as amended (together with the rules and regulations
promulgated thereunder, the “Securities Act”) and (ii) exempt from registration as investment
companies under the U.S. Investment Company Act of 1940, as amended (together with the
rules and regulations promulgated thereunder, the “1940 Act”) and (b) separately managed
accounts, including with the Family Office (as defined below) and other large family offices
(each, a “Separately Managed Account”). Each Separately Managed Account and each Fund
are collectively referred to herein as the “Clients”. The Adviser was formed in 2016. Effective
January 8, 2024, the Adviser’s principal owners are One Madison Holdings, LLC, SS1MG
Member LLC, and JS Capital Management LLC (the “Family Office”).
B. Pursuant to the terms of the LLC agreement of the Adviser, the Adviser is managed by a board
of managers (the “Board of Managers”) consisting of Omar Asali, Salil Seshadri, and Jonathan
Soros (each, a “Founder”). The Adviser pursues its investment strategy through managing the
Funds and Separately Managed Accounts and will have discretion with respect to investment
decisions made on behalf of Clients, except as otherwise agreed. The Adviser will provide
investment advisory services to Clients based on the investment objectives and strategies
described in each Clients’ governing documents and/or investment advisory agreements
(“Offering Documents”). The Adviser will provide investment advisory services to each Client
by reviewing, negotiating and supervising trading and investment activity. Furthermore, the
Adviser will provide advice and recommendations concerning the conversion and/or
disposition of investments. The Adviser pursues a global investment strategy that may consider
all investment types and geographies, consisting of four core strategies (each, a “Strategy” and
together, the “Principal Strategy”):
1. Operating Business Platform – This strategy is the
legacy Firm business and involves
buying significant stakes in operating businesses and actively participating in assisting
such businesses in growing, optimizing their operations and maximizing their profit
potential.
2. Internally Managed Strategies – This strategy involves investing in one or more liquid
portfolios managed by the Adviser’s internal portfolio management team(s).
Currently, Karan Sehgal is the sole portfolio manager operating under this strategy.
3. Externally Allocated Capital – This strategy has two sub-strategies:
a. Outside Hedge Fund Managers – The Adviser seeks to allocate Client capital
to third-party hedge funds pursuing strategies that are generally liquid (but for
a portion of capital that may be “side pocketed” in an illiquid investment).
b. Outside Private Equity and Venture Capital Managers - The Adviser seeks to
allocate Client capital to third-party private equity and venture capital funds.
4. Co-Investments and Direct Deals - The Adviser seeks to allocate Client capital to co-
investment and direct deal opportunities presented by third-party hedge fund, private
equity and venture capital managers.
C. The Adviser will follow the investment strategy described in each Client’s offering and
governing documents. The Adviser provides investment management services to the Funds as
pooled investment vehicles based on the specific investment objectives and strategies of the
Funds themselves and not individually to investors in the Funds (the “Investors”). Therefore,
the Adviser does not tailor its advisory services to the individual needs of any of the Investors.
The Investors generally may not impose additional restrictions on investing in certain securities
or types of securities outside those restrictions set forth in the offering and governing
documents of the Funds and any side letter with respect to a Fund agreed to by the general
partner of the Fund. However, the owners of the Separately Managed Accounts may impose
restrictions on investing in certain securities or types of securities.
D. The Adviser does not participate in wrap fee programs.
E. As of January 1, 2024, the Adviser manages approximately $6,076,098,733 in discretionary
regulatory assets under management and $0 in non-discretionary regulatory assets under
management.