Firm Description
DW Management Services, L.L.C. d/b/a DW Healthcare Partners, together with its fund general
partners (unless otherwise specified) (together “DWHP” or the “Adviser”), is a Delaware limited
liability company based in Park City, Utah with offices in Toronto, Canada. A private equity fund
manager founded in 2003, DWHP focuses on healthcare related investments in the lower and middle
market including product and device manufacturers, healthcare services and consumer healthcare
principally in North America. The Adviser is typically the first institutional capital for its portfolio
companies.
The Adviser serves as the investment adviser for and provides discretionary investment advisory
services to (i) private funds (each, a “Fund”), (ii) a co-investment special purpose Fund established to
invest alongside a Fund in a single portfolio company (the “Co-Investment Fund”) and (iii) affiliate
investment vehicles (“Affiliate Funds”) through which certain current and former employees,
members, officers, advisors, portfolio company executives or persons close to the Adviser invest pro-
rata alongside a main Fund in an investment opportunity. The Co-Investment Fund and Affiliate
Funds are generally contractually required, as a condition of investment, to purchase and exit their
investment in each investment opportunity at substantially the same time and on substantially the
same terms as the applicable main Fund that is invested in that investment opportunity. In addition,
in circumstances as more fully described in Item 7 below, the Adviser permits certain investors and
third parties to co-invest alongside a Fund directly into a portfolio company. Unlike the Co-
Investment Fund, such direct co-investments are not considered Funds or clients of the Adviser.
More information regarding about the Funds is available in the Adviser’s Form ADV Part 1, Schedule
D, Section 7.B.(1).
Each Fund is affiliated with a general partner (“General Partner”) with authority to make investment
decisions on behalf of such Fund. The General Partners are deemed registered under the Investment
Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder (“Advisers
Act”), pursuant to the Adviser’s registration in accordance with SEC guidance. The applicable General
Partner of each Fund retains investment discretion and investors in the Funds do not participate in
the control or management of the Funds. While the General Partners maintain ultimate authority
over the respective Funds, the Adviser has been designated the role of investment adviser. For more
information about the General Partners, please see the Adviser’s Form ADV Part 1, Schedule D,
Section 7.A.
Investment Advisory Services
DWHP provides investment advisory services as a private equity fund manager to its Funds. The
Funds invest through privately negotiated transactions in operating companies, generally referred to
as “portfolio companies,” and typically take control or near-control investment positions in portfolio
companies that require capital for consolidation, growth or expansion. “Near-control” positions
describe those investments in which a Fund has less than a majority of the voting power, but has
certain other rights, which can include, but are not necessarily limited to, negative control rights,
governance rights and the ability to force a sale of the portfolio company at some point in the future.
Each portfolio company has its own independent management team responsible for managing its day-
to-day operations, although (i) members of the Adviser or in some cases, representatives appointed
by the Adviser, serve on the boards of such portfolio companies and will therefore have a significant
impact on the long-term direction of the company, including the selection of management team
members and (ii) in some cases, the Adviser will
more directly influence the day-to-day management
of the company by recruiting and installing certain individuals in various leadership roles, such as chief
executive officer, chief operating officer, chief financial officer or in other roles. The Adviser’s
advisory services to the Funds consist of investigating, identifying and evaluating investment
opportunities, structuring, negotiating and making investments on behalf of the Funds, managing and
monitoring the performance of such investments and achieving dispositions of such investments.
Investments are made predominantly in non-public companies, although investments in public
companies are permitted in certain instances. Specifically, on occasion, the Adviser has invested in a
public company, a DWHP portfolio company has been purchased by a public company or a DWHP
portfolio company has gone public through a special purpose acquisition merger.
The Adviser’s investment advice and authority is provided directly to the Funds, subject to the
discretion and control of the applicable General Partner, and not individually to the investors in the
Funds. Services are provided to the Funds in accordance with the private placement memorandum,
limited partnership agreement, subscription agreement, investment advisory agreements, side letter
agreements and other governing documents of the relevant Fund (collectively, the “Governing
Documents”) and investors determine the suitability of an investment in a Fund based on, among
other things, the Governing Documents.
Fund investors generally cannot impose restrictions on investing in certain securities or types of
securities, other than through side letter agreements. Investors in the Funds participate in the overall
investment program for the applicable Fund, but in certain circumstances can be excused from a
particular investment due to legal, regulatory or other agreed-upon circumstances pursuant to the
Governing Documents. In accordance with industry common practice, the Funds have entered into
side letters or similar agreements with certain investors including those who make substantial
commitments of capital or were early-stage investors in the Funds, or for other reasons in the sole
discretion of the Adviser, in each case that have the effect of establishing rights under, or altering or
supplementing, a Fund’s Governing Documents. Examples of side letter and other agreements
entered into include governance provisions, investment sector restrictions, provisions whereby
investors have expressed an interest in participating in co-investment opportunities, notification
provisions, reporting requirements, “most favored nations” provisions and limited partner advisory
committee representation, among others. These rights, benefits or privileges are not always made
available to all investors, consistent with the Governing Documents and general market practice.
Commencing in March 2025, the Adviser will make required disclosure of certain side letters to all
investors (and in certain cases, to prospective investors) in accordance with the new Private Fund
Rule. Side letters are negotiated at the time of the relevant investor’s capital commitment, and once
invested in a Fund, investors generally cannot impose additional investment guidelines or restrictions
on such Fund. There can be no assurance that the side letter rights granted to one or more investors
will not in certain cases disadvantage other investors.
Principal Owners
The Adviser is directly or indirectly owned and controlled by the Co-Founders John B. Benear and
Andrew C. Carragher and by Managing Directors Douglas Schillinger, Aly Champsi and Lance Ruud.
Regulatory Assets Under Management
As of December 31, 202, the Adviser managed regulatory assets under management of $1.54 billion,
all on a discretionary basis.