West Rim Capital Associates II, L.P., the registered investment advisory firm (the
“Adviser”), is a Delaware limited partnership. The Adviser is affiliated with the investment
advisers described below under Other Financial Industry Activities and Affiliations and
(collectively, the “Managers”). The Managers were formed to provide “investment supervisory
services” to their clients, which consist of private investment-related funds that are organized as
Delaware Limited Partnerships and a Limited Liability Company (together with any future private
investment fund, the “Funds”). Affiliates of the Adviser serve as General Partners to the Funds.
The Funds’ General Partners have the authority to make all investment decisions for the Funds.
The General Partners of the Funds have delegated the day-to-day investment advisory services to
certain of the Managers, as described in each Fund’s Private Placement Memorandum and Limited
Partnership Agreements (together, the “Fund Documents”). The Managers are subject to the
Advisers Act pursuant to the Adviser’s registration in accordance with SEC guidance. This
Brochure also describes the business practices of the Managers, which operate as a single advisory
business (the “Firm”).
The Funds are expected to invest through negotiated transactions in operating entities. The
Managers’ investment advisory services to the Funds consist of identifying and evaluating
investment opportunities, negotiating investments, managing and monitoring investments and
achieving dispositions for such investments. From time to time, the managing directors or other
personnel of the
Managers or their affiliates may serve on a portfolio company’s board of directors
or otherwise act to influence management of companies held by the Funds.
The Managers’ advisory services are detailed in the applicable Fund Documents and are
further described below under “Methods of Analysis, Investment Strategies and Risk of Loss.”
Investors in the Funds participate in the overall investment program for the applicable fund but
may be excused from a particular investment due to legal, regulatory or other applicable
constraints. The Managers have entered into side letters or other similar agreements (“Side
Letters”) with specific investors that have the effect of establishing rights under or altering or
supplementing the Fund’s Limited Partnership Agreement or an investor’s Subscription
Agreement, which include provisions relating to the Management Fee (as defined below) and
distributions, other economic terms or fee structures, excuse rights, information rights, or transfer
rights. Additionally, as permitted by the relevant Fund Documents, the Managers may provide (or
agree to provide) co-investment opportunities (including the opportunity to participate in co-
investment vehicles) to certain investors or other persons, including other sponsors.
As of December 31, 2023, the Adviser managed $1,623,718,883 in client assets on a
discretionary basis. The Adviser is principally controlled by West Rim Capital Advisors, LLC
(the “Ultimate GP”), which is managed by Ron Mika, Fraser Bullock, Tim Layton, Mark Ludwig,
Burke Davis, Brady Broadbent, Ken Elefant, and Rob Rueckert (collectively, the “Principals”).