The Adviser, a Delaware limited partnership, was formed in November 2019. Provenance
Fund I UGP, LLC, a Delaware limited liability company (the “Ultimate General Partner”),
serves as the Adviser’s general partner, and Anthony Choe is the Ultimate General Partner’s
principal owner and the indirect principal owner of the Adviser (the “Principal”). The Adviser is
controlled by the Principal.
The Adviser and its affiliated manager (the “Manager”) and general partners (the
“General Partners” and each a “General Partner”, and the Manager and the General Partners
together with the Adviser and their affiliated advisory entities, “Provenance”) provide investment
advisory services primarily to investment funds privately offered to qualified investors in the
United States and elsewhere, including certain special purpose vehicles (the “SPVs” and
collectively with any current and future private investment funds to which the Adviser or its
affiliates provide investment advisory services, the “Funds” and each a “Fund”). One or more of
these Funds could be an “executive fund” offered to certain investors, including certain employees
of the General Partner(s) (as defined below) and/or its affiliates, family members, and Industry
Advisors (as defined below) and other persons with a relationship to the Adviser or its personnel
(as discussed in greater detail below).
The General Partners and the Manager are subject to the Advisers Act pursuant to the
Adviser’s registration in accordance with SEC guidance. This Brochure also describes the business
practices of the General Partners and the Manager, which operate as a single advisory business
together with the Adviser.
The Funds are private equity funds and invest through negotiated transactions in operating
entities, generally referred to herein as “portfolio companies.” Provenance’s 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 for
such investments. From time to time, where such investments consist of portfolio companies, the
senior principals or other principals or personnel of Provenance or its affiliates 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.
Provenance’s advisory services to the Funds are detailed in the applicable confidential
private placement memoranda or other offering documents (each, as amended, restated,
supplemented or otherwise modified from time to time, a “Memorandum”), management
services agreements, limited partnership or other operating agreements or governing documents
(each as amended, restated, supplemented, waived or otherwise modified from
time to time, a
“Partnership Agreement” and as applicable, together with a relevant Memorandum, the
“Governing Documents”) and are further described below under “Methods of Analysis,
Investment Strategies and Risk of Loss.” Investors in the Funds will participate in the overall
investment program for the applicable Fund, but are permitted to be excused from a particular
investment due to legal, regulatory or other agreed-upon circumstances pursuant to the relevant
Partnership Agreement. The Funds or the General Partners generally enter into side letters or other
similar agreements (“Side Letters”) with certain investors that have the effect of establishing
rights under or altering or supplementing the terms (including economic or other terms) of the
relevant Governing Documents with respect to such investors.
Additionally, from time to time and as permitted by the relevant Governing Documents,
Provenance expects, in its sole discretion, to provide or commit to provide co-investment
opportunities to certain investors and/or other persons, including other sponsors, market
participants, finders, consultants and other service providers, Provenance’s personnel and/or
certain other persons associated with Provenance and/or its affiliates (e.g., a vehicle formed by
Provenance’s principals to co-invest alongside a particular Fund’s transactions) as well as certain
operating professionals who act as advisors to current or prospective portfolio companies in which
a Fund invests (“Industry Advisors”), in each case on terms determined by Provenance in its sole
discretion. Such co-investments will typically involve investment and disposal of interests in the
applicable portfolio company at the same time and on the same terms as each Fund making the
investment. However, from time to time, for strategic and/or other reasons, co-investors or co-
invest vehicles are anticipated to purchase a portion of an investment from one or more Funds after
such Funds have consummated their investment in the portfolio company (also known as a post-
closing sell-down or transfer). Any such purchase from a Fund by a co-investor or co-invest vehicle
will generally occur shortly after the Fund’s completion of the investment to seek to avoid any
material changes in valuation of the investment. In Provenance’s sole discretion, Provenance is
authorized to charge interest on the sale to the co-investor or co-invest vehicle (or otherwise
equitably to adjust the sale price under certain conditions), and to seek reimbursement to the
relevant Fund for related costs. However, to the extent such amounts are not so charged or
reimbursed, they generally will be borne by the relevant Fund.
As of December 31, 2023, Provenance managed approximately $346,337,604 in client
assets on a discretionary basis and $3,987,098 on a non-discretionary basis.