ADVISORY BUSINESS
A. General Description of Advisory Firm.
Acorn Advisory Capital, L.P., (the "Investment Adviser") a Delaware limited
partnership, commenced operations in 1994. The general partner of the Investment Adviser
is Acorn Advisory Capital Management, LLC (the "Investment Adviser General Partner"), a
Delaware limited liability company. The Investment Adviser General Partner has ultimate
responsibility for the management, operations and the investment decisions made by the
Investment Adviser. Effective December 30, 2020, Delphi Financial Group, Inc. (“Delphi”),
a financial holding company focused on specialty insurance and insurance-related service
business in North America, and wholly owned by Tokio Marine & Nichido Fire Insurance
Company and a member of the Tokio Marine Group, acquired 100% of the equity ownership
of the Investment Adviser, the Investment Adviser General Partner and Build Capital
Management LLC (“GP”), the general partner of the Onshore Fund (defined below) and the
Onshore SP Fund (defined below).
B. Description of Advisory Services.
The Investment Adviser provides investment advisory services to and
manages private funds engaged in a multi-manager, multi-strategy investment program,
including, Build Capital Partners, L.P. which is formed as a Delaware limited partnership
(the "Onshore Fund") and Build Master Fund, Ltd. (the “Master Fund”) and Build Offshore
Fund, Ltd. which are each formed as Cayman Islands exempted companies (collectively, the
“Offshore Funds” and together with the Onshore Fund, the “Build Funds”). The Master Fund
is the master fund of Build Capital Partners, L.P. and Build Offshore Fund, Ltd. The Build
Funds’ investment objective is to achieve attractive total rates of return through exposures to
various investments using a multi-strategy approach. The Build Funds are unconstrained in
choosing and executing investment ideas. The Build Funds may invest in various asset classes
including, without limitation, common stock, sovereign debt, mortgage backed securities,
municipal bonds, distressed securities, currencies, options, futures and master limited
partnerships. The Investment Adviser executes its investment strategy by having the Master
Fund trade securities directly (together, the “Direct Investments”). Assets of the Build Funds
are also allocated by the Investment Adviser to portfolio managers that may be affiliated or
unaffiliated with the Investment Adviser (“Portfolio Managers”). The Portfolio Managers may
use various strategies including, without limitation, hedged equity, equity long/short, event -
driven, credit and distressed and tactical trading. These investments may be made through
limited partnerships, limited liability companies, joint ventures or other investment vehicles
managed by Portfolio Managers (“Portfolio Funds”) and pursuant to investment advisory
agreements granting Portfolio Managers discretionary investment authority on a managed
account basis (“Advisory Accounts”). The Build Funds’ Direct Investments and the trading
through the Advisory Accounts are generally made at the Master Fund level and the
investments in Portfolio Funds are generally made at the feeder level.
Build Private Credit, L.P. (“BPC”) is a private fund where Acorn Advisory Capital, L.P. acts
as investment adviser. The limited partners of BPC are the former principals of the Investment
Adviser and BPC is not offered to third parties. BPC primarily invests in senior secured loans
of middle market companies, BPC will also invest in other debt instruments or obligations
or other securities. The investments are typically made via investments in Advisory Accounts
that are managed by Portfolio Managers.
Acorn EUR Alternative Income Fund LLC. (“Acorn EUR”) is a private fund where Acorn
Advisory Capital, L.P. acts as manager. The members of Acorn EUR are subsidiaries of Tokio
Marine
Holdings, Inc., and Acorn EUR is not offered to third parties. Acorn EUR primarily
invests in European private credit through third party Portfolio Funds as well as Advisory
Accounts that are managed by third party Portfolio Managers.
The Build Funds, BPC, and Acorn EUR will herein be referred to as
the “Funds” unless otherwise noted.
In addition, the Investment Adviser provides investment advisory services to
certain client accounts (“Other Accounts”) including certain accounts for the benefit of
Delphi (the “Delphi Managed Accounts”) on a discretionary and non-discretionary basis.
The terms of such advisory services to Other Accounts are negotiated with each applicable
Client on a case-by-case basis. The Other Accounts may employ strategies similar to those
of the Funds or other strategies, each defined in the Other Account’s advisory agreement
(each, an “Advisory Agreement”).
Limited Partnership interests in the Onshore Fund and Onshore SP Fund are
offered on a private placement basis, and in reliance on Section 3(c)7 of the I nvestment
Company Act of 1940, as amended (the “Company Act”), to persons who generally are
“accredited investors” as defined under the Securities Act of 1933, as amended (the
“Securities Act”) and “qualified purchasers” as defined under the Company Act, and who are
subject to certain other conditions, which are fully set forth in the offering documents for the
Onshore Fund.
Shares in the Offshore Funds are generally offered to persons who are not
“U.S. Persons,” as defined under Regulation S of the Securities Act, or who are tax-exempt
U.S. Persons (or entities substantially comprised of tax-exempt U.S. Persons) on a private
placement basis, and who are subject to certain other conditions, which are fully set forth in
the offering documents for the Offshore Funds.
Limited Partnership interests in BPC and Acorn EUR are not offered to third
parties.
The Funds and the Other Accounts will herein be referred to as the “Clients”
unless otherwise noted.
Please refer to Item 8 for a more detailed description of the Investment
Adviser’s investment strategies, as well as a summary of the securities and other instruments
purchased by Clients under the management of the Investment Adviser.
This Brochure generally includes information about the Investment Adviser
and its relationships with its Clients 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. The information contained in this Brochure is a summary only, and more
detailed descriptions of the Funds and their investment strategies are set forth in the
applicable offering documents, including each respective Fund’s confidential memorandum
and any amendments or supplements related thereto (collectively, the “Offering
Documents”). More detailed information related to the Other Accounts is contained in each
such Other Account’s Advisory Agreement.
C. Availability of Customized Services for Individual Clients.
The Investment Adviser’s investment decisions and advice with respect to
each Client are subject to such Client's investment objectives and guidelines as set forth in
their respective Offering Documents, limited partnership agreements, operating agreements
or Advisory Agreement (as applicable), as well as any instructions provided by such Clients
to the Investment Adviser.
D. Assets Under Management.
As of December 31, 2023, the Investment Adviser manages a total of
approximately $ 2,403,901,545 of regulatory assets under management (“RAUM”) on a
discretionary and non-discretionary basis ($1,599,941,184 of RAUM on a discretionary basis
and $ 803,960,361 on a non-discretionary basis).