This Brochure relates to Novacap Management Inc., Novacap Management US Inc., and Novacap
Management Financial Services I Inc. (collectively, “Novacap” or the “firm”). Novacap provides investment
advisory services to privately offered pooled investment vehicles, including employee side funds,
co-investment vehicles and continuation vehicles (each a “Fund” and collectively, the “Funds”). Novacap’s
principal office and place of business is in Canada, and the firm exclusively provides investment advisory
services to Funds that are domiciled in non-U.S. jurisdictions. The firm commenced operations in 1981.
Novacap is principally owned by its parent company, Novacap Fund Management Inc., which is in turn
owned by Novacap’s senior partners. This Brochure generally includes information about Novacap and its
relationships with its clients (i.e., the Funds) and affiliates. While much of this Brochure applies to all such
clients and affiliates, certain information included herein applies to specific clients or affiliates only.
This Brochure does not constitute an offer to sell or a solicitation of an offer to buy any securities. 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 in the relevant
jurisdiction. Persons reviewing this Brochure should not construe this Brochure as an offer to sell or a
solicitation of an offer to buy the securities of any of the Funds described herein. Any such offer or
solicitation will be made only pursuant to Governing Documents (as defined below) in accordance with
laws of the relevant jurisdiction, as applicable.
Novacap’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. The Funds are private equity funds and invest through negotiated
transactions in operating entities, generally referred to herein as “portfolio companies.” Although
investments are made predominantly in non-public companies, investments in public companies are
permitted. From time to time the senior partners or other personnel of Novacap or its affiliates will serve
on such the boards of directors of certain of the portfolio companies in which the Funds invest or will
otherwise act to influence control over management of such portfolio companies.
The Funds are dedicated to sector focused investment strategies include Technology, Media, and
Telecommunications (“TMT”), Digital Infrastructure (“DI”), Industries, and Financial Services. Novacap
seeks to create value through this sector focused approach and each strategy has dedicated investment
teams focused on value-added growth buyout investments.
Except as otherwise described below, Novacap Management Inc. is the general partner of Funds of the
DI, Industries and TMT sectors and Novacap Management Financial Services I Inc. is the general partner
of Funds of the Financial Services sector (in such capacity, each a “General Partner”). Novacap
Management Industries III, L.P., Novacap Management Technologies III, L.P., and Novacap Partners, L.P.
are general partners of earlier vintages of technology and industries funds advised by Novacap
Management Inc.
This Brochure also describes the business practices of Novacap, which operates as a single advisory
business. Novacap will ultimately have all decision-making authority on behalf of the Funds, with decision-
making authority being delegated to Investment Committees. Therefore, all decisions relating to the
investments and all portfolio companies will be made by an Investment Committee of Novacap
Management Inc. for Funds of the TMT, DI, and Industries sectors and an Investment Committee of
Novacap Management Financial Services I Inc. for Funds of the Financial Services sector.
Novacap’s advisory services to the Funds are detailed in the applicable private placement memoranda or
other offering documents (each, a “Memorandum”), limited partnership or other operating agreements
or governing
documents (each, a “Partnership Agreement” and, together with any relevant
Memorandum, the “Governing Documents”) and are further described in Item 8 below. Investors in the
Funds (generally referred to herein as “investors” or “limited partners”) participate in the overall
investment program for the applicable Fund but may 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 (including economic or other
terms) under, or altering or supplementing the terms of, the relevant Partnership Agreement with respect
to such investors.
Additionally, from time to time and as permitted by the relevant Partnership Agreement, Novacap expects
to provide (or agree to provide) co-investment opportunities (including the opportunity to participate in
co-investment vehicles) to certain investors, including investors in the Funds, other sponsors, market
participants, finders, consultants and other service providers, Novacap’s personnel and/or certain other
persons associated with Novacap and/or its affiliates. These co-investment vehicles are further described
in Item 12.
As of December 31, 2023, the Registrants managed approximately USD$7,869,500,000 in regulatory
assets under management on a discretionary basis.
Novacap Management Inc.
Novacap Management Inc., a Canadian corporation with its principal office and place of business in
Brossard, Quebec (“Novacap Management”), provides investment advisory services to non-U.S. domiciled
Funds whose interests are privately offered to qualified investors primarily in the United States and
Canada. Novacap Management provides focused investment strategies with dedicated Funds and
investment teams that invest in the North American TMT, DI, and Industries sectors. The Registrant
commenced operations in 1981.
Novacap Management Inc.’s clients include Novacap International Technologies III, L.P. and its parallel
funds, Novacap International TMT IV, L.P. and its parallel funds, Novacap International TMT V, L.P. and its
parallel funds and Novacap International TMT VI, L.P. and its parallel funds (collectively, the “TMT Funds”),
Novacap International Digital Infrastructure I, L.P. and its parallel funds (the “DI Funds”), Novacap
International Industries III, L.P. and its parallel funds, Novacap International Industries IV, L.P. and its
parallel funds and Novacap International Industries V, L.P. and its parallel funds (collectively,
the “Industries Funds”) and Novacap II, L.P. as well as a number of employee side funds, co-investment
vehicles and continuation vehicles.
Novacap Management US Inc.
Novacap Management US Inc., a Delaware corporation with its principal office and place of business in
Brossard, Quebec, provides investment advisory services to non-U.S. domiciled TMT Funds and DI Funds,
and related co-investment vehicles and continuation vehicles, whose interests are privately offered to
qualified investors primarily in the United States and Canada. All of the officers and directors of Novacap
Management US Inc. (except for one individual) are based in the Brossard, Quebec office, while employees
of Novacap Management US Inc. work from its New York, NY office. One principal of Novacap
Management US Inc. is a voting member of the Investment Committees of Novacap Management Inc. for
the TMT Funds and the DI Funds.
Novacap Management Financial Services I Inc.
Novacap Management Financial Services I Inc., a Canadian corporation with its principal office and place
of business in Brossard, Quebec (“Novacap Financial Services”), provides investment advisory services to
non-U.S. domiciled Funds whose interests are privately offered to qualified investors primarily in the
United States and Canada. Novacap Financial Services provides focused investment strategies with Funds
and investment teams that invest primarily in the North American Financial Services sector.
Novacap Financial Services’ clients include Novacap International Financial Services I, L.P. and its parallel
Funds (collectively, the “Financial Services Fund”) and employee side funds and two co-investment
vehicles.