GIP Investment Adviser, LLC, a Delaware limited liability company established in 2018, is a
registered investment adviser located in West Palm Beach, FL. GIP Investment Adviser, LLC and
certain affiliated general partners (collectively “GIP” or the “Adviser”) provide investment
advisory services to privately offered pooled investment vehicles (each a “Fund” and collectively,
the “Funds”). The Adviser is principally owned by Dan Gay and Jon Gay, the firm’s Co-Founders.
The Funds are private equity funds which invest in one or more operating entities, referred to
herein as “Portfolio Companies”. Investment advice is provided directly to the Funds and not
individually to the persons and entities that invest in the Funds (each, a “Limited Partner” and,
collectively, the “Limited Partners”). The Adviser investigates, analyzes, and negotiates potential
investments and dispositions on behalf of the Funds. Investments are made predominantly in non-
public companies, however, investments in public companies are permitted from time to time.
Where such investments consist of portfolio companies, the senior principals or other personnel or
affiliates of GIP will generally serve on such portfolio companies’ respective boards of directors
or otherwise act to influence control over management of Portfolio Companies in which the Funds
have invested.
Each Fund has a general partner (“General Partner”) that is affiliated with the Adviser. Limited
partnership interests in the Funds are not registered under the Securities Act of 1933, as amended
(the “Securities Act”), and the Funds are not registered under the Investment Company Act of
1940, as amended. Accordingly, interests in the Funds are privately offered
and sold exclusively
to limited partners satisfying the applicable eligibility and suitability requirements for private
transactions within the U.S.
GIP’s advisory services to the Funds and any restrictions, limitations, and investment descriptions
are detailed in the applicable private placement memoranda, offering documents, or limited
partnership agreements (the “Governing Documents”). The Funds or the General Partners have in
the past and may in the future enter into side letters or other similar agreements (“Side Letters”)
with certain limited partners that have the effect of establishing rights (including economic or other
terms) under, or altering or supplementing the terms of, the relevant Partnership Agreement with
respect to such investors.
From time to time and as permitted by Governing Documents, GIP expects to provide co-
investment opportunities (including the opportunity to participate in Funds that are co-invest
vehicles) to certain investors, including investors in the Funds, operating partners, sponsors,
market participants, finders, consultants, service providers, GIP’s personnel, and/or certain other
persons associated with GIP and/or its affiliates, including employees and their family members.
Such co-investments often involve investment and disposal of interests in the applicable portfolio
company at the same time and on the same terms as the Fund making the investment. Investors in
Funds that are co-investment vehicles typically pay reduced or no management fee and are
typically subject to no or reduced carried interest.
As of December 31, 2023, the Adviser managed approximately $329,433,552 in assets on a
discretionary basis on behalf of the Funds.