ADVISORY BUSINESS
A. General Description of Advisory Firm.
The Investment Adviser commenced operations in 2006 and located in Purchase,
New York. Michael Tokarz is the principal owner of the Investment Adviser, owning more than
75% of the Investment Adviser through TTG Investment Advisers, Inc., which is 100% owned
by Mr. Tokarz.
B. Description of Advisory Services.
1. Advisory Services.
The Investment Adviser provides portfolio management services to a private
pooled investment vehicle, MVC Private Equity Fund, L.P., the securities of which were offered
to investors on a private placement basis (the “PE Fund” or the “Fund”).
As used herein, the term “client” generally refers to the PE Fund. The Investment
Adviser may provide portfolio management services to additional private pooled investment
vehicles in the future.
Additionally, Mr. Tokarz is a co-founder and serves on the investment team of
PPC Enterprises LLC (“PPC”), an SEC registered investment adviser that provides advisory
services to Series A of Public Pension Capital, LLC, a private equity fund, and its alternative
investment vehicle(s) (collectively, the “PPC Fund”). Mr. Tokarz provides investment advisory
services to assist PPC in its management of the PPC Fund.
Pursuant to a shared services agreement between the Investment Adviser and PPC
(the “Shared Services Agreement”), Mr. Tokarz provides investment advisory services to the
PPC Fund as needed. In connection with this arrangement, certain of PPC’s employed
investment professionals may make themselves available, from time to time, to consult with the
Investment Adviser on investment matters relating to the PE Fund. (See ITEM 10 — OTHER
FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS.) Certain employees of PPC
are considered “associated persons” of the Investment Adviser when providing certain services
on behalf of the Investment Adviser and, in this capacity, are subject to the Investment Adviser’s
oversight and supervision.
Except as described in the Shared Services Agreement, the business of PPC and
the PPC Fund is separate and distinct from that of the Investment Adviser and the Fund, and for
purposes of this Brochure, references to the “Investment Adviser”, the “Fund” and “client” do
not include PPC and the PPC Fund.
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.
2. Investment Strategies and Types of Investments.
In connection
with its management of the PE Fund the Investment Adviser is
currently providing advice regarding recently completed “private equity” investment
transactions. The PE Fund focused on privately negotiated equity and equity-related investments
in a wide range of companies in the lower middle-market and is currently in the process of
collecting on a Seller’s note. The PE Fund currently is expected to wind down within the next
six to twelve months.
The Investment Adviser did not, as part of its normal business practice, offer
investment advice pertaining to non-control positions in exchange-listed securities and securities
traded over-the-counter. In certain instances (e.g., awaiting the deployment of capital into new
portfolio investments, after the conversion of privately placed, restricted securities, or the
effectiveness of a registration statement with regard to formerly restricted securities), the Funds
may hold exchange-traded securities in their portfolios. In such instances, the Investment
Adviser may provide advice to the Funds with regard to the disposition of exchange-listed
securities or over-the-counter securities.
The descriptions set forth in this Brochure of specific advisory services that the
Investment Adviser offers to clients, and investment strategies pursued and investments made by
the Investment Adviser on behalf of its clients, should not be understood to limit in any way the
Investment Adviser’s investment activities. The Investment Adviser may offer any advisory
services, engage in any investment strategy and make any investment, including any not
described in this Brochure, that the Investment Adviser considers appropriate, subject to each
client’s investment objectives and guidelines. The investment strategies the Investment Adviser
pursues are speculative and entail substantial risks. Clients should be prepared to bear a
substantial loss of capital. There can be no assurance that the investment objectives of any
client will be achieved.
C. Availability of Customized Services for Clients.
The Investment Adviser’s investment decisions and advice with respect to the PE
Fund is subject to the PE Fund’s investment objectives and guidelines, as set forth in its offering
documents.
D. Assets Under Management.
The Investment Adviser manages the PE Fund on a non-discretionary basis,
subject to oversight and approval by the General Partner of the PE Fund (the “GP”) (now owned
by Barings BDC, Inc.). As of December 31st, 2023, the gross assets and undrawn capital of the
PE Fund was $34.0 million.