For purposes of this Brochure, “Monomoy” or the “Adviser” means Monomoy Capital
Management, L.P. (“Monomoy Capital Management”), a Delaware limited partnership,
Monomoy Capital Management C, L.P. (“Monomoy Credit Fund Management”), a Delaware
limited partnership, Monomoy Capital Management II, L.P. (“Monomoy Capital Management
II”), a Delaware limited partnership, Monomoy Capital Management C-II, L.P. (“Monomoy
Credit Fund Management II”), and Monomoy Capital Management III, L.P. (“Monomoy
Capital Management III”) together (where the context permits) with its affiliated general
partners (each a General Partner, and collectively, the “General Partners”) of the Funds (as
defined below) and other affiliates that provide advisory services to and/or receive advisory fees
from the Funds. Monomoy provides discretionary investment advisory services to its clients,
which consist of private investment funds privately offered to qualified investors in the United
States and elsewhere. Monomoy Capital Management commenced operations in January 2005 and
has been registered with the SEC since March 29, 2012. Monomoy Credit Fund Management
commenced operations in 2019, Monomoy Capital Management II commenced operations in
2021, Monomoy Credit Fund Management II commenced operations in 2022, and Monomoy
Capital Management III commenced operations in 2024.
Each General Partner serves as general partner to one or more of the Funds (described
below) and has the authority to make investment decisions on behalf of such Funds. Each General
Partner is subject to the Advisers Act pursuant to Monomoy’s registration in accordance with SEC
guidance. 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.
Monomoy Credit Fund Management, Monomoy Credit Fund Management II, Monomoy
Capital Management II, and Monomoy Capital Management III are registered under the Advisers
Act pursuant to Monomoy Capital Management’s registration in accordance with SEC guidance.
Monomoy Capital Management, Monomoy Capital Management II, Monomoy Credit Fund
Management, Monomoy Credit Fund Management II, and Monomoy Capital Management III
operate as a single investment advisory firm and are under common control with the General
Partners. All Monomoy entities operate under a single code of ethics adopted in accordance with
SEC Rule 204A-1 and a single set of written policies and procedures adopted and implemented in
accordance with SEC Rule 206(4)-7 and administered by a single Chief Compliance Officer.
Monomoy provides investment advisory services to various private equity funds and co-
investment vehicles (each, a “Private Equity Fund” and collectively the “Private Equity
Funds”), and credit opportunities investment vehicles (each, a “Credit Opportunities Fund” and
collectively the “Credit Opportunities Funds”, and, together with the Private Equity Funds and
any of their feeder fund, parallel fund or alternative investment vehicles, the “Funds”). Each of
the Funds is exempt from registration under the Investment Company Act of 1940, as amended
(the “1940 Act”) and each Fund’s securities are not registered under the Securities Act of 1933, as
amended (the “Securities Act”). For more information about the Funds, please see Monomoy’s
Form ADV Part 1, Schedule D, Section 7.B.(1) Private Fund Reporting.
Interests in the Funds are privately offered to qualified investors in the United States and
elsewhere. The Private Equity Funds invest through negotiated transactions in operating entities
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generally referred to herein as “portfolio companies.” Monomoy’s investment advisory services
to the Private Equity Funds consist of identifying and evaluating investment opportunities,
negotiating the terms of investments, managing and monitoring investments, and achieving
dispositions for investments. Although the Private Equity Funds predominantly make investments
in non-public companies, investments in public companies are permitted in certain instances.
Additionally,
one or more of Monomoy’s senior professionals will likely serve on a portfolio
company’s board of directors or otherwise act to influence control over management of portfolio
companies in which the Private Equity Funds have invested.
The Credit Opportunities Funds invest in the debt securities of lower middle and middle
market businesses. Monomoy’s investment advisory services to the Credit Opportunities Funds
consist of identifying and evaluating investment opportunities, making investments, managing and
monitoring such investments, and achieving dispositions.
Monomoy’s advisory services for the Funds are detailed in each Fund’s private placement
memoranda (“PPM”) and limited partnership or other operating agreements (each, a “Limited
Partnership Agreement” and, together with the PPM and any side letter entered into by and
between the General Partner and one or more limited partners of a Fund, the “Governing
Documents”) and are further described below under “Methods of Analysis, Investment Strategies
and Risk of Loss.” Investors in the Funds participate in the overall investment program for the
applicable Fund but in certain circumstances may be excused from a particular investment due to
legal, regulatory or other agreed-upon circumstances pursuant to the relevant Governing
Documents. The Funds or the applicable General Partners have entered into side letters or other
similar agreements with certain investors that have the effect of establishing rights (including
economic or other terms) under, or altering or supplementing, a Fund’s Limited Partnership
Agreement. Certain investors have entered into side letters with one or more Funds that, in some
cases, provide such investors with the right to opt out of certain investments for legal, policy, tax,
regulatory or other reasons.
Additionally, from time to time, Monomoy has provided certain investors or other persons,
including Monomoy employees and/or certain other persons associated with Monomoy (to the
extent not prohibited by the applicable Limited Partnership Agreement), co-investment
opportunities (including the opportunity to participate in co-invest vehicles) that will invest in
certain portfolio companies alongside a Fund. 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, from time to time, for strategic and other
reasons, a co-investor or co-invest vehicle will 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 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 often occurs shortly after the Fund’s completion of the
initial investment. Where appropriate, and in Monomoy’s sole discretion, Monomoy reserves the
right to charge interest on the purchase to co-investors or co-investment vehicles who invest after
a Fund’s acquisition of a portfolio company (or otherwise equitably to adjust the purchase price
under certain conditions), and to seek reimbursement to the relevant Fund for related costs from
such persons. However, to the extent such amounts are not charged or reimbursed to a co-investor
or co-investment vehicle, they generally will be borne by the relevant Fund.
†3
As of December 31, 2023, Monomoy managed approximately $2,981,054,606 in client
assets on a discretionary basis. Monomoy Capital Management is principally owned by Justin
Hillenbrand and Daniel Collin. Monomoy Credit Fund Management is principally owned by Justin
Hillenbrand, Daniel Collin and David Robbins. Monomoy Capital Management II is principally
owned by Justin Hillenbrand, Daniel Collin and Jamie Forsyth. Monomoy Credit Fund
Management II is principally owned by Daniel Collin, Justin Hillenbrand and David Robbins.
Monomoy Capital Management III is principally owned by Justin Hillenbrand, Daniel Collin, and
Jamie Forsyth.