For purposes of this brochure, the “Adviser” means KarpReilly, LLC, a Delaware limited
liability company, together (where the context permits) with its affiliates that provide advisory
services to and/or receive advisory fees from the Funds (as defined below). Such affiliates may
or may not be under common control with KarpReilly, LLC, but possess a substantial identity of
personnel and/or equity owners with KarpReilly, LLC. These affiliates may be formed for tax,
regulatory or other purposes in connection with the organization of the Funds, or may serve as
general partners of the Funds.
The Adviser provides investment supervisory services to investment vehicles that are exempt
from registration under the Investment Company Act of 1940, as amended (the “1940 Act”) and
whose securities are not registered under the Securities Act of 1933, as amended (the “Securities
Act”) (such funds collectively, the “Main Funds”).
The Adviser may also, from time to time, establish, on a transaction-by-transaction basis, certain
investment vehicles through which certain persons may invest independently of or alongside one
or more Main Funds in a particular investment opportunity (each such vehicle, a “Co-Investment
Vehicle”). Co-Investment Vehicles are typically limited to investing in securities relating to the
transaction with respect to which they were organized.
Additionally, the Adviser may also organize and serve as general partner (or in an analogous
capacity) to (i) certain other “feeder” vehicles (each such vehicle, a “Feeder Vehicle”) organized
to invest exclusively in a Main Fund, (ii) certain other investment vehicles (each such vehicle, a
“Parallel Vehicle”) organized to invest alongside a Main Fund and having substantially the same
terms as such Main Fund, and/or (iii) alternative investment vehicles (each, an “Alternative
Investment Vehicle”) organized to address, for example, specific tax, legal, business, accounting
or regulatory-related matters that may arise in connection with a transaction
or transactions. The
Main Funds, Co-Investment Vehicles, Feeder Vehicles, Parallel Vehicles and Alternative
Investment Vehicles are collectively referred to as the “Funds.”
The Funds make primarily long-term private equity and equity-related investments, as well as
investments in debt instruments. In accordance with the Funds’ respective investment objectives,
investments are generally made in companies doing business in the consumer sector. The
Adviser’s advisory services 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 disposing of such investments. The
Adviser may serve as the investment adviser or general partner to the Funds in order to provide
such services.
The Adviser provides investment supervisory services to each Fund in accordance with the
limited partnership agreement (or analogous organizational document) of such Fund or separate
investment and advisory, investment management or portfolio management agreements (each, an
“Advisory Agreement”).
Investment advice 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 Advisory Agreements with the Funds and/or
organizational documents of the applicable Fund. Investment restrictions for the Funds, if any,
are generally established in the Advisory Agreements and/or organizational or offering
documents of the applicable Fund (such documents, collectively a Fund’s “Organizational
Documents”).
The principal owners of KarpReilly, LLC are Allan W. Karp and Christopher K. Reilly. The
Adviser has been in business since November 2006. As of December 31, 2023, the Adviser
managed a total of $955,055,909 (including uncalled capital commitments) of client assets, all of
which are managed on a discretionary basis.