Brentwood Private Equity, a Delaware limited liability company that commenced
operations in April 1999, is a private investment management firm and a registered investment
adviser.
Brentwood, including Brentwood Private Equity IV, L.P. (“Brentwood IV”), Brentwood
Private Equity V, L.P. (“Brentwood V”), Brentwood Private Equity VI, L.P. (“Brentwood VI,”),
Brentwood Private Equity VII, L.P. (“Brentwood VII”) and Brentwood Associates Opportunities
Fund GP, L.P. (“BAO GP” and together with Brentwood Private Equity, Brentwood IV,
Brentwood V, Brentwood VI, and any future affiliated general partner entities, the “Advisers” or
the “General Partners”), each a Delaware limited partnership, provide investment advisory services
to investment funds privately offered to qualified investors in the United States and elsewhere.
Each of the Advisers conducts business primarily under the name Brentwood Associates.
Brentwood commenced operations in 1972.
Brentwood IV is the general partner of Brentwood Associates Private Equity IV, L.P.
(“BAPE IV”) and BAPE IV - AIV, L.P. (“BAPE IV-AIV”), each a Delaware limited partnership.
Brentwood V is the general partner of Brentwood Associates Private Equity V, L.P. (“BAPE V”),
Brentwood Associates Private Equity V-A, L.P. (“BAPE V-A”), and BAPE V Executive Fund,
L.P. (“BAPE V Executive”), each a Delaware limited partnership. Brentwood VI is the general
partner of Brentwood Associates Private Equity VI, L.P. (“BAPE VI”), Brentwood Associates
Private Equity VI-A, L.P. (“BAPE VI-A”) and BAPE VI Executive Fund, L.P. (“BAPE VI
Executive”), each a Delaware limited partnership. Brentwood VII is the general partner of
Brentwood Associates Private Equity VII, L.P. ("BAPE VII") and Brentwood Associates Private
Equity VII-A, L.P. (“BAPE VII-A”), each a Delaware limited partnership. BAO GP is the general
partner of Brentwood Associates Opportunities Fund, L.P. (“BAO”), a Delaware limited
partnership. Additionally, Brentwood IV, Brentwood V, Brentwood VI and Brentwood VII also
serve as general partner or manager for certain affiliated Fund (as defined below) entities and
certain co-investment vehicles that invest alongside the relevant Fund (the “Co-Invest Vehicles”).
Each of Brentwood IV, Brentwood V, Brentwood VI, Brentwood VII and BAO GP is
subject to the Advisers Act pursuant to Brentwood Private Equity’s registration in accordance with
SEC guidance. Brentwood Private Equity, Brentwood IV, Brentwood V, Brentwood VI,
Brentwood VII and BAO GP operate as a single investment advisory firm and are under common
control.
In addition, Brentwood Private Equity is the management company to BAPE IV, BAPE
IV-AIV, BAPE V, BAPE V-A, BAPE V Executive, BAPE VI, BAPE VI-A, BAPE VI Executive,
BAPE VII, BAPE VII-A and BAO (each, a “Fund”, and, collectively, together with the Co-Invest
Vehicles and any future private investment fund managed by Brentwood, the “Funds”). Brentwood
has the authority to manage the business and affairs of the Funds pursuant to the limited partnership
or other operating agreements of the Funds (each, a “Partnership Agreement”) and/or respective
management agreements with Brentwood IV, Brentwood V, Brentwood VI, Brentwood VII and
BAO GP.
Brentwood is authorized, for tax, regulatory or other structuring reasons, to determine that
an investment that would otherwise be made through a Fund should be made through an alternative
investment vehicle formed by Brentwood (an “Alternative Investment Vehicle”), subject to any
applicable limitations in the relevant Partnership Agreement. Brentwood also is permitted to
establish Alternative Investment Vehicles in order to permit one or more investors (including co-
investors) to participate in one or more particular investment opportunities in a manner desirable
for tax, regulatory or other reasons. There generally is limited discretion to invest the assets of
Alternative Investment Vehicles independent of limitations or other procedures set forth in the
organizational documents of such vehicles and the related Fund.
The Funds are private equity funds and invest through negotiated transactions in operating
entities, generally referred to herein as “portfolio companies.” The Advisers’ 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. Although each Fund invests predominantly in non-public companies, each Fund
reserves the right to invest in public companies, subject to any limitations set forth in its
Partnership Agreement. The Funds generally seek to take a controlling position when investing in
a portfolio company, and generally at least one Brentwood Principal (as defined below) or other
Brentwood investment professional serves on a portfolio company’s board of directors or other
similar body in order to represent the applicable Fund’s interests in the portfolio company.
The Advisers’ advisory services to the Funds are detailed in the applicable private
placement memoranda or other offering documents (each, a “Memorandum”), management
agreements and Partnership Agreements (as applicable, together with any relevant Memorandum,
the “Governing Documents”) and are further described below under “Methods of Analysis,
Investment Strategies and Risk of Loss.” Investors in the Funds (generally referred to herein as
“investors” or “limited partners”) participate in the overall investment program for the applicable
Fund, but in certain circumstances are excused from a particular investment due to legal, regulatory
or other agreed-upon circumstances pursuant to the relevant Partnership Agreement; for the
avoidance of doubt, such arrangements generally do not and will not create an adviser-client
relationship between an Adviser and any investor. Each Fund or its General Partner generally enter
into side letters or other similar agreements (“Side Letters”) with certain investors that have the
effect of establishing rights (including but not limited to information rights, transfer rights and the
right to opt-out of certain investments for legal, tax, regulatory or other similar reasons, or other
rights) under, or altering or supplementing the terms of, the relevant Partnership Agreement with
respect to such investors.
In addition, as permitted by the relevant Partnership Agreement, the Advisers expect to
provide investment or co-investment opportunities (including the opportunity to participate in co-
invest vehicles) to certain current or prospective investors or other persons, including other
sponsors, market participants, finders, consultants (including operating partners) and other service
providers, Brentwood’s personnel and/or certain other persons associated with Brentwood and/or
its affiliates (e.g., a vehicle formed by Brentwood’s Principals (as defined below) to co- invest
alongside a particular Fund’s transactions). Such co-investments typically involve investment and
disposal of interests in the applicable portfolio company at substantially the same time and on
substantially the same terms as the Fund making the investment. However, for strategic and other
reasons, a co-investor or co-invest vehicle (including a co-investing Fund) purchases a portion of
an investment from one or more Funds after such Funds have consummated their investment in
the portfolio company (also known as a post-closing sell-down or transfer) which generally will
have been funded through Fund investor capital contributions and/or use of a Fund credit facility.
Any such purchase from a Fund by a co-investor or co-invest vehicle generally occurs shortly after
the Fund’s completion of the investment. Where appropriate, and in Brentwood’s sole discretion,
Brentwood reserves the right to charge interest and/or fees on the purchase to the co-investor or
co-invest vehicle (or otherwise equitably to adjust the purchase price under certain conditions) to
compensate the relevant Fund for the holding period, and to seek reimbursement to the relevant
Fund for related costs.
As of December 31, 2023, Brentwood managed $3,799,286,648 in client assets on a
discretionary basis. Brentwood Private Equity is managed by its respective managing members,
who are William M. Barnum, Jr., Eric G. Reiter, Steven W. Moore, Rahul Aggarwal and Craig
Milius (collectively, the “Principals”). Each of Brentwood IV, Brentwood V, Brentwood VI,
Brentwood VII and BAO GP is managed by its limited partners, who are the Principals. William
M. Barnum, Jr., Eric G. Reiter, Steven W. Moore and Rahul Aggarwal each own 25% of
Brentwood Private Equity.