Lucerne Capital Management, L.P., an investment adviser registered with the SEC, is a Delaware
limited partnership established in 2000. Lucerne Capital provides investment advisory services,
defined as giving continuous advice to a client or making investments for a client based on the
individual needs of the client. Lucerne Capital provides these services predominantly to
investment limited partnerships or “limited” companies. Certain affiliates of Lucerne Capital act
as the general partners of Lucerne Capital’s clients that are structured as limited partnerships.
Lucerne Capital lists its principal owners as any person directly owning 25% or more of Lucerne
Capital as disclosed on Schedule A of Form ADV, Part 1A. The principal owners of the company
are Pieter Taselaar and Matheus (Thijs) Hovers with more than 25% ownership.
Lucerne Capital is not a publicly held company and no part of Lucerne Capital is owned by an
individual or company through any subsidiaries or “intermediate subsidiaries.”
Lucerne Capital provides investment advisory services to the below-referenced groups of
privately-offered investment funds (each a “Fund”, and collectively, the “Funds”) and a sub-
advised account (the “Sub-Advised Account” and, unless otherwise noted herein in this
brochure, together with the Funds, each a “Client” and collectively, the “Clients”) in accordance
with the investment objectives, investment guidelines and restrictions set forth in the relevant
Client’s confidential private placement memorandum, limited partnership agreement,
investment management agreement and other formation and operating documents pertaining to
the Client (collectively, the “Governing Documents”).
The following Lucerne Capital Funds are invested in the “Lucerne Capital Strategy” which
invests primarily in international equity securities, both long and short, of issuers primarily in
the developed European markets:
The Lucerne Capital Master Fund, L.P. (master fund);
The Lucerne Capital Fund, L.P. (feeder fund); and
The Lucerne Capital Offshore Fund, Ltd. (feeder fund).
The following Lucerne Capital Funds are invested in the “Lucerne Nordic Strategy” which
invests in listed, and in some cases, private European equity securities in a broad range of market-
capitalization profiles focusing primarily, but not exclusively, on the issuers of the Nordic region:
The Lucerne Capital Nordic Master Fund, Ltd. (master fund);
The Lucerne Nordic Fund, L.P. (feeder fund); and
The Lucerne Nordic Offshore Fund, Ltd. (feeder fund).
The following Lucerne Capital Funds are invested in the “Lucerne Concentrated Strategy” which
is a concentrated and leveraged strategy focused on the value opportunities in small and mid-
capitalization companies located or domiciled primarily in the continental Europe and other
developed regions, including the U.S. The strategy will invest in mostly long positions but also
engages in derivatives trading and short
positions.
The Lucerne Capital Special Opportunity Fund, Ltd.
Additionally, Lucerne Capital entered into an Account Investment Advisory Agreement between
Scalebuilder Allocation Format, LP, a Delaware limited partnership and Scalebuilder LLC, a
Delaware limited liability company and an investment adviser registered with the SEC (the
“Agreement”) to provide investment advisory services to the Sub-Advised Account. The Sub-
Advised Account received initial capital allocation from the Lucerne Capital Special Opportunity
Fund, Ltd. comingled with funds of Scalebuilder LLC and Scalebuilder Allocation Format, LP.
The funds are held in the Sub-Advised Account in compliance with the Custody Rule under the
Investment Advisers Act of 1940 (the “Advisers Act”); and are managed in accordance with
terms, investment objectives and limitations as described in more detail in the Agreement.
Lucerne Capital is 100% responsible for any and all investment decisions with respect to the Sub-
Advised Account as described in more detail in the Agreement. As described below in “Item 6 –
Performance-Based Fees and Side-by-Side Management” and “Item 8 – Methods of Analysis,
Investment Strategies and Risk of Loss”, Lucerne Capital has entered into a “first loss capital”
arrangement in accordance with the Agreement. Lucerne Capital expects to enter into similar
agreements or arrangements in the future.
The following Lucerne Capital Funds are invested in the “Lucerne Long-Only Strategy” which is
a moderately concentrated portfolio with typically 25 to 35 long holdings investing in European
equity securities.
The Lucerne European Opportunities (US) Fund, LP
The Clients are not required to register as investment companies under the Investment Company
Act of 1940 in reliance upon an exemption available to funds whose securities are not publicly
offered. Lucerne Capital manages the Funds on a discretionary basis in accordance with the terms
and conditions of each Fund's Governing Documents. The Sub-Advised Account is managed in
accordance with the terms, investment objectives and restrictions as described in more detail in
the Agreement.
Lucerne Capital has and expects in the future to enter into separate agreements, commonly
referred to as “side letters,” with a particular investor in connection with its admission to a Client
without the approval of any other investor, which would have the effect of establishing rights
under, or supplementing the terms of, the applicable agreement with respect to such investor in
a manner more favorable to such investor than those applicable to other investors.
Lucerne Capital does not participate in wrap fee programs.
As of December 31, 2023, Lucerne Capital managed approximately $613,479,000 in assets on a
discretionary basis. Lucerne Capital does not manage Client assets on a non-discretionary basis.
No individualized investment advice is provided to any particular limited partner of any Client.