A. Description of the Firm
MIO Partners, Inc. (“MIO”), a Delaware corporation, registered with the SEC as an investment
adviser under the Advisers Act in 1992. MIO is also a commodity pool operator (“CPO”)
registered with the Commodity Futures Trading Commission (“CFTC”) under the Commodity
Exchange Act, as amended (the “CEA”); an exempt commodity trading adviser (“CTA”); and a
member of the National Futures Association (“NFA”).
MIO is a wholly-owned indirect subsidiary of McKinsey & Company, Inc., a New York
corporation (together with its affiliates and subsidiaries, “McKinsey”). MIO is affiliated with MIO
Partners (UK) Limited (“MIO UK”) an investment adviser registered with the UK Financial
Conduct Authority (the “FCA”), MIO-Partners (EU) GmbH (“MIO EU”), an investment adviser
registered with the German Financial Services Supervisory Authority (the “BaFin”), MIO-
Partners (EU) GmbH, Sucursal en España (“MIO MAD”), a branch of MIO EU registered with
the National Securities Market Commission in Spain (“CNMV”), and MIO Partners (Singapore)
Pte. Ltd. (“MIO Singapore” and together with MIO US, MIO UK, MIO EU and MIO MAD, the
“Firm”), an investment adviser not required to be licensed by the Monetary Authority of Singapore
(“MAS”). MIO is headquartered in New York, New York, and maintains offices in Atlanta,
Georgia, West Palm Beach, Florida, and Hong Kong SAR. In addition, the Firm maintains offices
in London, Hamburg, Munich, Madrid, and Singapore. As of December 31, 2023, the Firm had
approximately 225 employees worldwide.
MIO is governed by a Board of Directors (the “Board”). The MIO Board includes independent
directors and former McKinsey partners. The Board governs and oversees MIO’s operations. The
Board guides MIO’s investment strategy, process, and the types of products offered. It approves
performance benchmarks and fee structures, monitors investment performance, oversees risk and
compliance, and determines compensation. The Board is also responsible for setting risk limits
and supervising adherence to MIO policies. The Board delegates investment decisions to MIO’s
investment professionals, while establishing the risk and trading parameters under which the
investment professionals act. The Board does not decide which managers to hire and does not
influence the investment decisions those managers make.
B. Types of Advisory Services
MIO currently provides both discretionary and non-discretionary investment management and
advisory services:
Discretionary: MIO Funds
MIO provides investment management services on a discretionary basis to (i) privately-offered
investment vehicles (together with the feeder funds, aggregators, and similar entities managed by
MIO, the “Private Funds”) established primarily for (a) current and former partners of McKinsey
and such persons’ immediate family members, (b) certain qualified MIO employees, (c) certain
pension plans sponsored by McKinsey, and (d) the McKinsey Retirement Trust (the “Retirement
Trust”), a benefit plan trust for plans sponsored by McKinsey, which includes other McKinsey
pension or benefit plans, and investment vehicles established to facilitate investments by the
Retirement Trust and other plans. The Retirement Trust is a funding vehicle for the McKinsey
pension or benefit plans. Typically, participants in the plans determine the allocation of the plans’
assets to the various investment portfolios of the Retirement Trust (each, a “Portfolio”). MIO is
responsible for investing the assets of each Portfolio. MIO manages the Portfolios in compliance
with the requirements of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”).
MIO provides investment management services - as manager, managing member, general partner,
or investment manager – to the Private Funds. Unlike open- and closed-end mutual funds that are
registered with the SEC under the Investment Company Act of 1940, as amended (the “Investment
Company Act”), the Private Funds are not registered as investment companies with the SEC and
are therefore not subject to the various provisions (except as provided below) of the Investment
Company Act. Interests in the Private Funds are not registered for sale under the Securities Act of
1933, as amended (the “Securities Act”), and are instead sold to qualified investors on a private
placement basis. The Private Funds generally require that investors be “accredited investors” as
defined under Regulation D under the Securities Act (“Accredited Investors”). Certain Private
Funds are Employees’ Securities Companies registered as an investment company pursuant to
Section 8(a) of the Investment Company Act, but otherwise generally exempt from the provisions
thereof pursuant to Section 6(b) of the Investment Company Act. In addition, certain Private Funds
require investors be “qualified purchasers” as defined in Section 2(a)(51)(A) of the Investment
Company Act (“Qualified Purchasers”); “qualified clients” as defined in Rule 205-3 of the
Advisers Act (“Qualified Clients”); or “knowledgeable employees” as defined in Rule 3c-5 of the
Investment Company Act (“knowledgeable employees”). Finally, certain Private Funds require
that investors not be “U.S. persons” as defined under Regulation S of the Securities Act.
For a list of the MIO-managed private funds (as such term is defined in the Form ADV
instructions), please reference Section 7.B(1) of Schedule D of Part 1A of MIO’s Form ADV,
available on the SEC’s website at www.adviserinfo.sec.gov.
The Private Funds and the Portfolios are referred to herein collectively as the “MIO Funds.”
MIO, acting through the advisory team employees (collectively, the “Advisory Team”), provides
non-discretionary investment advisory services (e.g., asset allocation and portfolio construction
guidance) to partners and former partners of McKinsey and their spouses (collectively, the
“Advisory Clients”) on a no-fee basis. The Advisory Clients often invest in one or more of the
Private Funds, have interests in one or more of the Portfolios, or
allocate assets to products
managed by third-party managers, banks, and/or broker-dealers. The Advisory Clients, not the
Advisory Team members, have sole discretion over and final responsibility for their investment
decisions.
Since the Advisory Clients have an advisory relationship that is separate from the relationship
between MIO and the Private Funds, they have been included in the definition of “Client” in
responses to Items 5.C, 5.D, 5.G, 5.H and 5.L in Part 1A of MIO’s Form ADV, but not for the
remaining Items therein. However, the MIO Funds and the Advisory Clients are collectively
referred to in this Brochure as the “Clients.”
The Advisory Clients are encouraged to review MIO’s Form CRS, which is also available on the
SEC’s website at www.adviserinfo.sec.gov.
C. Client Tailored Services and Client Tailored Restrictions
Discretionary: MIO Funds
MIO generally enters into discretionary investment management agreements with each Private
Fund and services are performed in accordance with the terms of such agreements. Investment
restrictions or guidelines are typically set forth in the limited partnership agreement or other
formation documents and/or the confidential private placement memorandum for each Private
Fund (collectively, the “Offering Materials”). To the extent there is any conflict between
discussions herein and similar or related discussions in any Offering Materials, the relevant
Offering Materials will govern and control.
MIO manages the Private Funds via three strategies:
The Special Situations strategy is a diversified multi-asset class “beta” portfolio strategy
with exposure to equities, credit, duration, inflation indexes, and commodities. MIO’s
Investment Team also attempts to deliver a substantial expected “alpha” over passive
market-based benchmarks via active management. The majority of the assets are managed
by third-party managers, with the balance being managed in-house, with the aim to increase
or reduce market exposure or capture alpha directly.
The Private Markets strategy is a strategy that includes private equity, venture capital, and
other illiquid investments, each of which aims to deliver a premium return to equities.
The Evergreen strategy is a strategy that includes both public and private investments
aligned with the promotion of environmental and/or social characteristics.
As described more fully in Item 8, the MIO Funds’ primary objective is to seek capital
appreciation.
MIO generally employs a “fund of funds” investment strategy and invests MIO Fund assets either
directly or indirectly in limited partnerships and other limited liability vehicles (collectively, the
“Portfolio Funds”) as well as in managed accounts (collectively, the “Managed Accounts”), each
managed by unaffiliated portfolio managers (such advisers are collectively referred to herein as
the “Portfolio Managers”) specializing primarily in moderate- to high-risk investment strategies.
The Portfolio Funds will, from time to time, include, without limitation, commodity pools (for
example, energy, agricultural, and precious metal pools), hedge funds, real estate partnerships,
debt funds, oil and gas investment vehicles, distressed debt funds, private equity funds, venture
capital funds, and funds investing in special situations. The Portfolio Managers to which the MIO
Fund assets are allocated generally invest or trade in equity or debt securities, whether publicly or
privately traded or issued; institutional private claims; and commodities, forwards, and other
financial instruments, including, but not limited to, swaps, futures, and options. Certain Portfolio
Managers are registered as investment advisers with the SEC under the Advisers Act, or state or
non-U.S. securities regulatory agencies under applicable law, or as CPOs and/or CTAs under the
CEA.
For the Special Situations strategy, MIO also directly trades in major asset classes such as
sovereign debt, commodities, foreign exchange, equity indices, and credit indices through MIO’s
direct trading program (“Macro Trading”). For this program, MIO directly trades various
instruments, primarily over-the-counter (“OTC”) derivatives and futures. Contract types include
forwards, futures, options, repurchase agreements, reverse repurchase agreements, foreign
exchange, swaptions, and swaps (collectively, the “Direct Investments”).
MIO provides investment advice to the MIO Funds according to each MIO Fund’s particular
investment objectives, not the individual investment objectives, goals, or financial situation of the
Private Fund investors or Portfolio participants who invest in the MIO Funds. MIO has full
discretion in all investment and trading decisions made for Direct Investments. By contrast, MIO
generally grants Portfolio Managers discretion to invest or trade assets allocated to them in a
manner the Portfolio Managers deem appropriate, subject to specific contractually-negotiated
standards, oversight, and, in certain cases, with certain defined guidelines or restrictions.
Finally, MIO has full discretion with respect to the Retirement Trust’s passive investment
strategies, including strategies focusing on equity, inflation-linked bonds, and European bonds, for
example. These passive investment strategies are managed by Portfolio Managers unaffiliated with
MIO.
MIO provides non-discretionary investment advisory services to the Advisory Clients. The
Advisory Team uses proprietary tools and checklists to make recommendations to the Advisory
Clients with a view towards long-term wealth building.
D. Wrap Programs
Not applicable.
E. Assets Under Management
As of December 31, 2023, MIO managed $47,797,281,465 of Client assets (based on gross assets),
as calculated under the SEC’s definition of “regulatory assets under management,” and
$22,676,458,163 (based on net asset value), all on a discretionary basis. Financial advice to the
Advisory Clients is purely non-discretionary, and thus not included in these figures.