The Lexington Partners organization was founded in 1994 and is one of the largest managers
of secondary private equity and co-investment funds. Lexington Partners L.P., a Delaware
limited partnership, is a registered investment adviser which has been in business since March
19, 2008. For purposes of this brochure, “Lexington” includes (where the context permits)
affiliated general partners of the Lexington Funds (as defined below) and other affiliates that
provide or may provide advisory services to the Lexington Funds but, for the avoidance of
doubt, does not include Franklin Templeton (as defined below).
Effective April 1, 2022, Franklin Resources, Inc. (together with its affiliates (but excluding
Lexington), “Franklin Templeton”) acquired 100% of the equity in Lexington Partners L.P.
(the “FT Transaction”). Franklin Resources, Inc.’s common stock is traded on the New York
Stock Exchange under the ticker symbol “BEN.” In addition, Lexington partners and
employees hold a 25% profit interest in Lexington Partners L.P. indirectly through Lexington
Partners MIP L.P., which is a limited partner of Lexington Partners L.P. Franklin Templeton
has agreed to irrevocably delegate the authority to manage the day-to-day business and affairs
of Lexington to the Lexington Operating Committee, currently composed of Lexington’s
President and Chief Financial Officer, until the fifth anniversary of the closing of the FT
Transaction, subject to limited exceptions. However, Franklin Templeton has sole ultimate
control of Lexington Partners L.P. (including Lexington and the Lexington Funds) and may,
under certain circumstances, terminate the employment of any or all of the current personnel
of Lexington.
Lexington and/or its affiliates provide financial, investment and portfolio analysis services as
required for the benefit of Lexington’s “secondary” private equity funds, co-investment funds
and managed accounts (collectively, the “Lexington Funds”) whose securities are not
registered under the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder (the “Securities Act”). Lexington’s primary investment focus on
behalf of the Lexington Funds is to seek capital appreciation by acquiring diversified portfolios
of private investment fund interests (generally through secondary market purchases) and, in
certain circumstances, privately held portfolio company interests, and holding and realizing
upon such interests. Lexington also advises the Lexington Funds with respect to making
“primary market” commitments to private investment funds that have recently been formed or
are otherwise still fundraising, and participating in co-investment transactions that are
sponsored by managers or general partners of private investment funds and/or other associated
management teams. The Lexington Funds generally seek capital appreciation through
investments in private investment funds and privately held portfolio companies, but also make
investments from time to time in publicly traded securities.
Lexington tailors its advisory services to the specific investment objectives and restrictions of
each Lexington Fund pursuant to the investment guidelines and restrictions set forth in such
Lexington Fund’s confidential private placement memorandum, limited partnership
agreement,
advisory agreement and other governing documents (collectively, the “Governing
Documents”). Investors of each Lexington Fund (generally referred to herein as “investors,”
“partners” or “limited partners”) should refer to the Governing Documents of such Lexington
Fund for complete information on the investment objectives and investment restrictions with
respect to such Lexington Fund. Investment advice is provided directly to the Lexington
Funds, subject to the discretion and control of the general partner of the relevant Lexington
Fund, and not individually to the investors in the Lexington Funds. There can be no assurance
that any of the Lexington Funds’ investment objectives will be achieved.
The Lexington Funds are offered exclusively to accredited investors and/or qualified
purchasers and are eligible to rely on Section 3(c)(1) or Section 3(c)(7) of the Investment
Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the
“Company Act”). Therefore, the Lexington Funds are not required to register as investment
companies under the Company Act in reliance upon certain exceptions applicable to private
investment funds whose securities are not publicly offered. A related entity of Lexington
generally acts as general partner of each Lexington Fund, and Lexington or its affiliate
Lexington Advisors LLC (which is also an SEC-registered investment adviser) is the
investment adviser of each Lexington Fund. Investment advisory services are provided to the
Lexington Funds in accordance with the Governing Documents of the applicable Lexington
Fund.
Lexington expects to provide from time to time specific portfolio management services to
certain private investment funds that are managed by an alternative investment fund manager
(whether affiliated or unaffiliated with Lexington) for the purposes of the Alternative
Investment Fund Managers Directive (the “Directive”).
In accordance with common industry practice, one or more of the Lexington Funds’ general
partners have entered (and/or expect to enter) into “side letters” or similar agreements with
certain investors pursuant to which the general partner grants the investor specific rights,
benefits, or privileges that are not made available or disclosed to investors generally except as
required under the Governing Documents of the applicable Lexington Fund.
In addition to providing advisory services to the Lexington Funds, Lexington provides non-
discretionary sub-advisory services to StepStone Group LLC (“StepStone”) with respect to a
portfolio of private investment funds managed by StepStone in which certain Lexington Funds
are invested.
Lexington does not participate in any wrap fee programs.
Lexington manages all assets of the Lexington Funds on a discretionary basis in accordance
with the terms and conditions of each Lexington Fund’s Governing Documents. As of
September 30, 2023, the amount of assets Lexington manages on a discretionary basis is
$71,853,355,178.
1
1 Discretionary assets under management include the Lexington Funds’ asset values and uncalled commitments
as of September 30, 2023, and additional investor commitments closed between October 1, 2023 and November
13, 2023.