The Rock Creek Group, LP (the “Adviser” or “RockCreek”), is a Delaware limited
partnership that has been in the investment management business since 2003. Ms. Afsaneh
Beschloss is the Founder and CEO of the Adviser and the manager of the Adviser’s general partner.
RockCreek operates independently and is privately owned and controlled by the founder (through
various trust vehicles), and other RockCreek team members have ownership, including through
the firm’s management equity plan and leadership responsibilities through the management team.
RockCreek’s investment management services are provided to Taft-Hartley, corporate,
municipal, state, and non-U.S. pension plans; insurance companies; endowments and foundations;
sovereign wealth funds; academic, charitable, and other non-profit organizations; and other
institutional investors. The services are offered through a variety of investment products and
arrangements, depending on the strategy and the investor requirements; these include Private
Funds, Separate Accounts, and OCIO Portfolios (each term as defined below). RockCreek
manages multi asset class portfolios that include alternative investments, including hedge funds,
private equity funds, venture capital funds, private credit funds, real estate, infrastructure,
emerging managers, direct investments, co-investments, emerging markets and other
opportunities. The Adviser invests in funds and accounts managed by unaffiliated third-party
managers and subadvisors (as defined below), across a range of strategies as well as directly in a
variety of securities, including publicly traded equity securities. Certain Portfolios invest directly
in portfolio companies, real assets, debt, and/or various other financial instruments or do so
indirectly through investments in one or more managed accounts or limited liability vehicles, or
investment structures managed by the Adviser or third-party managers.
The Adviser’s investment management activities described below are comprised of
portfolio construction; the identification, selection, monitoring, and evaluation of investments; and
risk management. Consistent with their strategies, certain vehicles and accounts described herein,
invest directly in publicly listed securities traded on exchanges in the U.S. market and in non-U.S.
exchanges, including emerging and frontier markets. As further defined below, certain
Commingled Funds, Funds of One, Segregated Portfolios, Series Portfolios (collectively, “Private
Funds”), Separate Accounts, OCIO Portfolios, and Advisory Clients invest in Underlying Funds
(as defined below) and certain other Commingled Funds and Intermediate Vehicles, or are
delegated to Sub-Advisers.
The Adviser enters into discretionary investment management agreements with the Private
Funds, and services are performed in accordance with the terms of each such agreement. Each
Private Fund may impose investment restrictions or guidelines as it deems appropriate. Such
investment restrictions and/or guidelines are typically set forth in the limited partnership
agreement, limited liability company agreement, or other formation documents and/or the
confidential private placement memorandum and investment management agreement for each
fund.
The Adviser collaborates with investors and clients to design, implement, and monitor
customized portfolios tailored to their respective needs. Customized arrangements are subject to
the terms set forth in the specific investment management agreements and terms will depend upon
such factors as the investment guidelines and reporting requirements, size and scope of mandate,
overall client relationship, type of strategies, types of securities, and other customized features and
requirements of the arrangement. These accounts are managed based on particular individual
investment objectives or guidelines, time horizon, risk tolerance, and policies and clients may
impose restrictions in investing in certain securities or types of securities in accordance with their
particular investment objectives or needs.
Certain Portfolios invest in investment vehicles or investment funds managed by
underlying unaffiliated third-party asset managers(“Portfolio Managers”), including alternative
investment funds and private funds investing in illiquid securities such as private market securities
and other less liquid private investments, including without limitation, private equity, venture
capital, and real estate, infrastructure, and illiquid investments or directly investing in publicly
traded securities, including but not limited to, U.S. and non-U.S. equity securities (long and short
side), debt securities, money market instruments, non-U.S. dollar currencies, options and futures
contracts, forward contracts, other over-the-counter derivatives, and other asset classes
(“Underlying Funds”). Certain assets are also allocated to accounts managed by unaffiliated Sub-
Advisers. The term “Sub-Advisers” refers to certain asset managers that have sub-advisory
agreements with the Adviser that are discretionary or non-discretionary. The Adviser also has the
authority and ability to manage certain assets directly.
Unless otherwise specified herein, the Funds, Separate Accounts, and OCIO Portfolios
(and not the investors in a Fund, or client with a Separate Account or OCIO Portfolio) are referred
to herein as “Clients” or “Portfolios.” Furthermore, although investors in the Funds that are
organized as legal entities are not, in their capacity as such, clients for regulatory purposes, they
are sometimes referred to as clients herein for readability. References to “client account’ are to
accounts that the Adviser manages, on a discretionary or non-discretionary basis.
Commingled Funds/Funds of One. The Adviser provides investment management
services to multi-investor private investment vehicles (“Commingled Funds”) and single investor
(or affiliated investors) funds (“Funds of One”) that are structured as limited partnerships, limited
liability companies, corporations, or other investment vehicles. The Adviser enters into
discretionary and non-discretionary investment management agreements and other documentation
with the Private Funds, and services are performed in accordance with the terms of each such
agreement. Each Private Fund may impose investment restrictions or guidelines as it deems
appropriate.
Unless otherwise specified herein, the Commingled Funds and the Funds of One may also
be referred to herein as the “Funds” or “Private Funds” or generally as Portfolios for readability.
Separate Accounts. The Adviser also provides investment management services to
separate accounts (“Separate Accounts”) for a single investor (or a group of affiliated investors).
A Separate Account will have terms (e.g., regarding fees, transparency, reporting, and liquidity)
that are different from those of the Funds. Such accounts have a customized strategy, unique
guidelines, customized operational specifications, and investment or other restrictions or
requirements of the specific investor. Separate Accounts invest in the strategies described herein
or other strategies, subject to applicable investment guidelines.
OCIO Portfolios. The Adviser also provides outsourced chief investment officer services
to certain endowments and foundations (“OCIO Portfolios”). The Adviser assists clients to
establish their investment policy and guidelines and restrictions for such OCIO Portfolios. OCIO
Portfolios’ services include asset allocation decisions; and selects, supervises, and monitors the
Portfolio Managers, which include affiliated and non-affiliated entities. Furthermore, depending
on the scope of the engagement, the Adviser will also provide middle office and back-office
support to assist the client’s own staff. OCIO Portfolios invest in different combinations of the
strategies described herein or others subject to applicable investment guidelines. The Adviser will
not be responsible for ensuring that an OCIO Client’s investment policy guidelines and asset
allocation choices comply with all specific legal, actuarial or other requirements that may apply as
part of their investment policy statement. That responsibility rests solely with the Client who
should consult with their legal and tax advisors regarding those matters.
Intermediate Vehicles. Certain Clients access one or more Underlying Funds through
intermediate entities managed by the Adviser (or an affiliate of the Adviser) in which other Clients,
or assets managed by the Adviser
may have an interest (each, an “Intermediate Vehicle”) subject
to applicable investment guidelines. Certain of these Intermediate Vehicles may be structured as
Delaware limited liability companies or Cayman segregated portfolio companies. Such
Intermediate Vehicles will invest into one or into multiple Underlying Funds. Generally, if such
an Intermediate Vehicle is utilized for purposes of obtaining access to a particular Underlying
Fund and satisfying Underlying Fund minimum investment size or other requirements, so long as
such Client is an existing fee-paying client, the Adviser will not charge or apply any additional
Adviser management fees or performance-based fees at the Intermediate Vehicle level, and the
applicable Client will bear its pro rata share of the costs and expenses associated with the
establishment and ongoing operation of such Intermediate Vehicle, including without limitation,
expenses related to administration, custody, audit, legal, and tax.
Each shareholder in an Intermediate Vehicle does not directly own any interests or shares
in the Underlying Funds to which it has indirect exposure through its investment in the
Intermediate Vehicle. In the event of the removal or termination of the Adviser, with respect to
any Intermediate Vehicle in which the Client is invested, each shareholder will be entitled to
receive its pro rata share of redemption proceeds equal to the net asset value of the Client’s interest
in such Intermediate Vehicle as of the effective date of redemption. Generally, redemptions from
Intermediate Vehicles will be based upon and subject to the terms of such Intermediate Vehicles,
including without limitation, restrictions on the timing or amount of liquidity (including, for the
avoidance of doubt, “gates”, side pockets, and other liquidity restrictions) and restrictions on
transferability. An Intermediate Vehicle will generally have liquidity similar, but not identical, to
the Underlying Funds in which such Intermediate Vehicle is invested given there may be additional
notice periods for redemptions, but there may also be inflows into the Intermediate Vehicle to
satisfy redemption requests. Intermediate Vehicles are generally only available to existing clients
of the Adviser. The Adviser will charge fees for an Intermediate Vehicle upon the conclusion of
a fee-paying advisory relationship with a Client where the Client remains invested solely in the
Intermediate Vehicle(s) unless waived in the Adviser’s sole discretion.
Segregated Portfolios. The Adviser serves as the investment adviser to each segregated
portfolio of certain Cayman Islands segregated portfolio companies (each a “Segregated
Portfolio”). The Adviser has investment discretion, subject to applicable portfolio guidelines and
parameters, to make investments and to allocate assets to the Segregated Portfolios that comprise
the Adviser’s emerging markets platform or other managed account platform to access particular
investment funds, Sub-Advisers, Trading Advisors, and markets. The investment activities of each
Segregated Portfolio are generally conducted by Sub-Advisers, or by non-discretionary trading
advisors (“Trading Advisors”), some of which are locally based teams in certain emerging market
countries, that engage in investment activities pursuant to written advisory agreements with the
Adviser. In certain cases, the Adviser will directly invest on behalf of a Segregated Portfolio with
one or more investors in such portfolio.
Series Portfolios. The Adviser serves as the investment adviser to each series of certain
Delaware series limited liability companies or Delaware series limited liability partnerships. A
Fund that is a Delaware series limited liability company or series limited partnership may establish
one or more segregated Series Portfolios (each a “Series Portfolio”) to potentially segregate
liability, for administrative reasons and for other purposes, and the Adviser has the ability to
combine series. Within a Series Portfolio, the Adviser may engage in direct securities trading or
the investment activities are conducted by Portfolio Managers depending on the applicable Fund’s
investment guidelines.
Advisory Services. For certain Clients, the Adviser provides non-discretionary advisory
services relating to investments in Underlying Funds, asset allocation, and manager selection to
endowments and foundations, pension or profit-sharing plans, or other institutional clients
(“Advisory Clients”), possibly using investment strategies similar to those employed for other
Portfolios. Advisory Client services may include assistance with the performance of due diligence
on underlying funds and managers of such funds as well as portfolio construction, portfolio risk
analysis, and risk management. Furthermore, in certain cases where the Adviser has been granted
discretionary investment authority over particular portfolios and accounts, the investors in such
portfolios and accounts may have certain rights with regard to approval or disapproval of the
investments for those portfolios and accounts.
The Adviser’s Portfolios and services described above include, without limitation, the
following types of investment strategies that may be implemented through the different types of
structures described herein including funds and co-investments:
Hedge Funds: Investing into private investment funds that pursue alternative strategies by
investing primarily in marketable securities and pursue a wide range of styles and strategies.
Private Markets Strategies: Involves the purchase of securities in a private transaction,
including, but not limited to, leveraged buyouts, growth equity, venture capital, private credit, real
estate, and infrastructure.
Private Credit: Strategies include direct lending, loan portfolios, structured credit,
specialty credit, distressed strategies and other related strategies.
Private Equity: Investing in leveraged buyouts, growth and venture capital, distressed
turnaround, industry focused and structured investment, mezzanine and real assets and other
related sectors.
Real Estate: Investment in the private real estate market including office, multi family,
retail, industrial, hospitality, undeveloped and other types of properties.
Co-Investment Opportunities: Co-investment opportunities include opportunities in which
an investor invests alongside an underlying fund directly in an investment opportunity or a vehicle
created by a Portfolio Manager investing in an investment opportunity.
Direct Investments: Direct investments in investment positions, including companies that
are early stage growth and later stage portfolio companies and other investments.
Infrastructure: Investments directly or indirectly in projects that have as their principal
function investing in real assets to develop economic and social infrastructure including, but not
limit to, land, buildings, transportation, utilities, communication, renewable energy, schools,
healthcare, and other real assets.
In addition to the above, new strategies and investment products may be developed as
markets and investor requirements change.
Transition Management. Certain clients request the Adviser to manage the orderly transfer
or liquidation of their existing portfolios previously managed by other investment managers. The
Adviser may, subject to applicable laws and regulations, agree with the Client as part of the
transition plan to transfer at fair value certain investments from the transition portfolios to Funds
or Separate Accounts it manages and will notify the Client and/or its custodian of the transition
portfolio’s transfers and other liquidation.
Sub-Advisory Services. The Adviser serves as the sub-advisor with respect to portfolios
managed by RockCreek (Canada) Adviser, Inc., an affiliate of the Adviser that is registered with
the Ontario Securities Commission as a Portfolio Manager and Exempt Market Dealer and solely
acts as an investment adviser with respect to certain Canadian clients. The Adviser’s sub-advisory
services include investment management, operational and back office support. Please see Item 10
regarding RockCreek (Canada) Adviser, Inc.
Research Services. The Adviser conducts market related research and prepares reports
pursuant to a client’s request.
As of February 29, 2024, the Adviser had a total of $17.7 billion in regulatory assets under
management (approximately $13.9 billion on a discretionary basis and $3.8 billion on a non-
discretionary basis). Please see Item 7 for a list of the types of the Adviser’s Clients.