A. General Description of Advisory Firm
Moelis Capital Partners LLC (“MCP”) is a New York, New York-based investment advisory firm
founded in 2007 by Kenneth Moelis. Moelis Capital Partners LLC is registered as an “investment
adviser” under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and is a
wholly-owned subsidiary of Moelis Asset Management LP.
MCP is the managing member of the general partner and the oversight adviser of the Moelis
Capital Partners Opportunity Fund I, LP, Moelis Capital Partners Opportunity Fund I-A, LP,
Moelis Capital Partners Opportunity Fund I-B, LP, and Moelis Capital Partners Opportunity Fund
I-B-A, LP, each a Delaware limited partnership, (the “Moelis Funds”). In January 2016, the
managing partners and investment team of MCP spun off into a separate, independently owned,
registered investment adviser, NexPhase Capital Partners LLC (“NexPhase”). NexPhase has
primary responsibility for the Moelis Funds and co-investment vehicle regulatory compliance as
investment adviser.
NexPhase provides management of the Funds with similar advisory services as prior to the spin
out to: (i) the Moelis Funds, and (ii) to a series of alternative investment vehicles (“AIVs”) that
hold investments made by co-investors or the Moelis Funds. Please refer to the NexPhase Form
ADV for additional information regarding its operations.
As used in this brochure:
• “MCP” refers to Moelis Capital Partners LLC and its investment advisory business
• “NexPhase” refers to NexPhase Capital Partners LP;
• the “Moelis broker-dealer” refers to Moelis & Company LLC;
• the “Moelis Funds” or “Funds” refers to Moelis Capital Partners Opportunity Fund I,
LP, Moelis Capital Partners Opportunity Fund I-A, LP, Moelis Capital Partners
Opportunity Fund I-B, LP, and Moelis Capital Partners Opportunity Fund I-B-A, LP,
each a Delaware limited partnership; and
• the “Moelis clients”, “its clients” and “MCP clients” refer to the Moelis Funds,
participants in co-investments, and any vehicles formed to effect investments.
A. Description of Advisory Services
MCP provides investment oversight to the Moelis Funds regarding the selection, monitoring and
realization of each Fund’s investments. The oversight advice MCP provides to its clients is limited
to the private equity investment programs conducted by the Moelis Funds and the co-investments.
Generally, MCP provides assistance to the General Partner of the Moelis Fund(s) with respect to
the oversight of strategic
planning, identifying, screening and referring potential investments, if
applicable, to the Moelis Fund(s), reviewing strategies for exit from investments, monitoring the
performance of investments, all with the assistance of NexPhase. NexPhase works with the portfolio
companies directly and provides managerial, advisory, and administrative assistance to the portfolio
companies under the direction of the Moelis Fund(s) General Partner.
NexPhase performs the primary advisory services to the Moelis Funds. The relationship between
MCP and NexPhase with respect to each Moelis Fund is governed by the Advisers Act as well as
the governing documents of each Moelis Fund and the terms of their investment advisory
agreements. The relationship between NexPhase and MCP is governed by a subcontractor’s
agreement and the NexPhase and MCP advisory agreements along with fund offering documents
as applicable to the Moelis Funds. NexPhase is an investment adviser registered under the Advisers
Act. Please see the NexPhase Form ADV for additional information regarding its operations.
Investment in the Moelis Funds is currently closed. Current investors are qualified purchasers,
institutional investors and eligible high-net-worth individuals.
The Moelis Funds primarily participate in private equity and equity-related investments in
companies operating in the middle-market with EBITDA of at least $7 million, including, for
example, leveraged or management buyouts, recapitalizations, and minority equity investments. The
co-investments generally offered opportunities to participate alongside the Moelis Funds in their
investments.
The relationship between MCP and NexPhase with respect to each participant in the co-investments
is governed by either the subscription agreement pursuant to which the co-investment participant
subscribed to the co- investment or other formation documents. Co-investments are now managed
primarily by NexPhase.
B. Availability of Tailored Services for Individual Clients
Advisory services are tailored to the investment strategies of the Moelis Funds and the participants
in co-investments. Investment restrictions are imposed in the governing agreements for the Moelis
Funds and co-investments, as specifically negotiated with investors.
C. Wrap Fee Programs
MCP does not offer any wrap fee programs.
D. Client Assets Under Management
As of December 31, 2023, MCP had discretionary management oversight of $219,677,057 of
client assets in the Moelis clients.