Alpine Investors provides investment advisory services to private equity funds and other pooled
investment vehicles (collectively, together with any future private investment funds to which
Alpine Investors and/or its affiliates provide investment advisory services, the “Funds” or the
“Alpine Funds,” and each individually a “Fund” or an “Alpine Fund”) that are exempt from
registration under the Investment Company Act of 1940, as amended (the “Investment Company
Act”) and whose securities are not registered under the Securities Act of 1933, as amended (the
“Securities Act”). The investors in the Alpine Funds include, among others, individuals, pension
and profit-sharing plans, trusts, charitable organizations, corporations, limited partnerships and
limited liability companies. Such investors are generally referred to throughout as “investors” or
“Limited Partners.”
Alpine Investors is the investment adviser to each of the Alpine Funds with its principal place of
business located in California. Alpine Investors was formed as a Delaware limited liability
company in 2009. Alpine Investors was formed to continue the private advisory business of a
private investment firm originally founded in 2001. It is owned entirely by Graham Weaver. Each
Fund has a general partner (each a “General Partner” and collectively, together with any affiliated
future general partner entities, the “General Partners”) that is subject to the Advisers Act pursuant
to Alpine Investors’ registration in accordance with SEC guidance. This brochure also describes
the business practices of the General Partners, which operate as a single advisory business together
with Alpine Investors. References herein to Alpine Investors should be read to include the General
Partners as applicable.
As the investment adviser for each Alpine Fund, Alpine Investors identifies investment
opportunities and participates in the acquisition, management, monitoring and disposition of
investments for each Alpine Fund. Alpine Investors primarily provides investment advisory
services related to private equity investments in various industries, including leveraged
acquisitions and recapitalizations, traditional buyouts and investments in growth opportunities.
These private equity investments generally take the form of privately negotiated investment
instruments in operating entities (generally referred to as “portfolio companies”). The senior
principals or other personnel of Alpine Investors or its affiliates generally serve on such portfolio
companies’ respective boards of directors or otherwise act to influence control over management
of portfolio companies in which the Alpine Funds have invested.
Alpine Investors provides investment advisory services to each Alpine Fund pursuant to a separate
investment advisory agreement. The terms of the advisory services to be provided by Alpine
Investors to an Alpine Fund, including any specific investment guidelines or restrictions, are set
forth in each of the Alpine Fund’s investment advisory agreements, partnership agreements and/or
other operating agreements (each a “Partnership Agreement”) of each Alpine Fund, and in the
applicable private placement memorandum of each Alpine Fund (each such document a
“Governing Document”). Investors in the Alpine Funds 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
Governing Documents. Such arrangements generally do not and will not create an adviser-client
relationship between Alpine Investors and any investor. Alpine Investors, including its related
entities, also have entered into side letter agreements with certain investors in the Alpine Funds,
establishing rights under, or supplementing or altering the terms (including economic or other
terms) of, the applicable Governing Documents relating to such Alpine Funds with respect to such
investors. Once invested in an Alpine Fund, investors generally cannot impose additional
investment guidelines or restrictions on such Alpine Fund, except for certain investment excuse
rights granted in side letters, including for regulatory, tax or other reasons.
Additionally, from time to time and as permitted by the relevant Governing Documents of each
Fund, Alpine Investors expects to provide (or agree to provide) 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, portfolio company
management or personnel, Alpine Investors personnel and/or certain other persons associated with
Alpine Investors and/or its affiliates. Furthermore, although Alpine Investors does not frequently
expect to do so, it reserves the right to offer co-investment opportunities to finders, Consultants
and other service providers and members of the Operations Group (as defined below). Such co-
investments typically involve investment and disposal of interests in the applicable portfolio
company at the same time and on 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)
is permitted to purchase 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 be 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 to avoid any
changes in valuation of the investment, but in certain instances could be well after the Fund’s
initial purchase. Where appropriate, and in Alpine Investors’ sole discretion, Alpine Investors
reserves the right to charge interest on the purchase to the co-investor or co-invest vehicle (or
otherwise equitably to adjust the purchase price under certain conditions), and to seek
reimbursement to the relevant Fund for related costs. However, to the extent any such amounts are
not so charged or reimbursed (including charges or reimbursements required pursuant to applicable
law), they generally will be borne by the relevant Fund.
As of December 31, 2023, Alpine Investors had a total of $17,281,576,722 of regulatory assets
under management, all of which is managed on a discretionary basis. This amount includes capital
commitments of the Limited Partners and General Partners of the Alpine Funds.