The Adviser is a Delaware limited liability company and an affiliate of Bridgepoint Group
plc, an international alternative asset management company publicly traded on the London Stock
Exchange with headquarters in the United Kingdom (Bridgepoint Group plc and its affiliates,
including the Bridgepoint Group Advisers, the Bridgepoint Managers (each as defined below), and
the Adviser, the “Bridgepoint Group” or “Bridgepoint”). The Adviser provides non-
discretionary investment advice to certain other advisers within the Bridgepoint Group (the
“Bridgepoint Group Advisers”) pursuant to Non-Discretionary Services Agreements between
the Adviser and the Bridgepoint Group Advisers (the “Services Agreements”). The Bridgepoint
Group Advisers in turn, provide advisory services to certain investment managers within the
Bridgepoint Group who manage private equity funds and credit funds (the “Bridgepoint
Managers”).
Private Equity
The private equity funds (collectively, the “PE Funds,” and each, a “PE Fund”) invest
primarily through negotiated transactions in operating entities, generally referred to herein as
“portfolio companies” (such investments, “PE Investments”). The Adviser’s investment advisory
services are expected to consist of identifying and evaluating investment opportunities, negotiating
the terms of PE Investments, managing and monitoring PE Investments and achieving disposals
for such PE Investments, subject to the direction of the Bridgepoint Group Advisers and the
Bridgepoint Managers. Although PE Investments are made predominantly in non-public
companies, investments in public companies are generally permitted. From time to time, where
such PE Investments consist of interests in portfolio companies, the senior principals or other
personnel of the Adviser may serve on such portfolio companies’ respective boards of directors or
otherwise act to influence control over management of portfolio companies in which the relevant
PE Funds have invested.
Credit
The credit funds (collectively, the “Credit Funds,” collectively with the PE Funds and any
future private investment funds, accounts, or other investment vehicles which the Adviser and/or
its affiliates provide advisory services, the “Funds”) invest primarily in negotiated debt
transactions in portfolio companies (“Credit Investments”, and together with PE Investments,
“Investments”). The Adviser’s investment advisory services
are expected to consist of identifying
and evaluating investment opportunities, negotiating the terms of Credit Investments, managing
and monitoring Credit Investments and achieving disposals for such Credit Investments, subject
to the direction of the Bridgepoint Group Advisers and the Bridgepoint Managers. Although Credit
Investments are made predominantly in non-public companies, Credit Investments in public
companies are generally permitted. From time to time, where such Credit Investments consist of
interests in portfolio companies, the senior principals or other personnel of the Adviser may serve
on such portfolio companies’ respective boards of directors or otherwise act to influence control
over management of portfolio companies in which the relevant Credit Funds have invested.
In addition, unless the context otherwise requires, references to Funds include references
to co-investment vehicles that are established to invest alongside another Fund.
The advisory and management services of the Adviser, the Bridgepoint Group Advisers
and the Bridgepoint Managers provided to the Funds are detailed in the relevant private placement
or information 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 (generally referred to herein as “investors” or “limited partners”) 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 the Adviser and any investor. The Bridgepoint
Managers generally enter into side letters or other similar agreements with certain investors that
have the effect of establishing rights under, or altering or supplementing the terms of, the
Governing Documents with respect to such investors.
As of December 31, 2023, the Adviser provided non-discretionary sub-advisory services
in respect of $12,482,276,804
in client assets. The Adviser is indirectly wholly owned by
Bridgepoint Group plc, which is publicly traded on the London Stock Exchange.