Wind Point Advisors, the registered investment adviser, is a Delaware limited liability
company founded in May 2019. Wind Point Advisors and its affiliated investment advisers provide
investment supervisory services to their clients, which consist of private investment-related funds.
Wind Point Advisors is indirectly principally owned by Nathan Brown, Paul Peterson and Alex
Washington. In addition, entities affiliated with Petershill Partners plc (“Petershill”) hold an
indirect passive minority interest in Wind Point Advisors and its affiliated general partners or
managers of certain of the Funds (as defined below). Petershill has no authority over the day-to-
day operations or investment decisions of Wind Point Advisors or the Funds, although it does have
certain customary minority protection consent rights.
The general partners of the Funds (as defined below) are affiliated advisers of Wind Point
Advisors (each, a “General Partner,” and collectively, together with any future affiliated general
partner entities, the “General Partners,” and together with Wind Point Advisors, the
“Managers”). Each General Partner is registered under the Advisers Act pursuant to Wind Point
Advisors’ registration in accordance with SEC guidance. The General Partners listed above each
serve as general partner to one or more Funds and have the authority to make the investment
decisions for the Funds to which they provide advisory services.
This Brochure also describes the business practices of the General Partners, which operate
as a single advisory business together with Wind Point Advisors.
The Managers’ clients include private investment funds (collectively, the “Partnerships”
or the “Funds,” and together with any future private investment fund to which Wind Point
Advisors or its affiliates provide investment advisory services, “Funds”).
The Funds and any other Funds that may be formed by a General Partner (or its affiliates)
at a later date or that may otherwise become clients of a General Partner are expected to invest
through negotiated transactions in operating entities. The Managers’ 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. Investments are made predominantly in non-public companies, although investments
in public companies are permitted. The senior principals or other personnel of the Managers or
their affiliates have served, and will in the future serve, on a portfolio company’s board of directors
or otherwise act to influence control or management of portfolio companies held by the Funds.
The Managers’ advisory services for the Funds are detailed in the relevant private
placement memoranda or other offering documents (each, a “Memorandum”) and limited
partnership agreements (each, a “Partnership Agreement” and, together with any relevant
Memorandum, the “Governing Documents”), and are further described below under “Methods
of Analysis, Investment Strategies and Risk of Loss” and “Investment Discretion.” Investors in
Funds (generally referred to herein as “investors” or “limited partners”) participate in the overall
investment program for the applicable Fund, but may be excused from a particular investment due
to legal,
regulatory or other applicable constraints or for other agreed upon circumstances pursuant
to the Governing Documents; for the avoidance of doubt, such arrangements generally do not and
will not create an adviser-client relationship between Wind Point Advisors and any investor. The
Funds or the General Partners have entered, and expect to in the future to enter, into side letters or
other similar agreements with certain investors that have the effect of establishing different or
preferential rights or terms under, altering or supplementing a Fund’s Partnership Agreement or
an investor’s subscription agreement. Such rights or alterations include, but are not limited to,
economic terms, fee structures, excuse rights, information rights, specialized reporting,
confidentiality protections and disclosure rights, co-investment rights, liquidity or transfer rights,
as well as economic, procedural and other terms. Furthermore, pursuant to a Fund’s Partnership
Agreement, some of such rights, terms or conditions may be elected by certain sizeable investors
with “most favored nations” rights.
Certain of the Funds managed by the Managers are co-invest vehicles (each a “Co-Invest
Fund”) that invest in certain portfolio companies alongside one of the Managers’ primary Funds.
As permitted by the Governing Documents, Wind Point Advisors has provided, and expects in the
future to provide (or agree to provide), investment or co-investment opportunities (including the
opportunity to participate in Co-Invest Funds) to certain current or prospective investors or other
persons, including other sponsors, market participants, finders, consultants and other service
providers, portfolio company management or personnel, Wind Point Advisors’ personnel and/or
certain other persons associated with Wind Point Advisors and/or its affiliates. Such Co-Invest
Funds typically are formed to invest alongside a primary Fund and typically dispose of their
investments in the applicable portfolio company at the same time and on the same terms as the
primary Fund making the investment. However, for strategic and other reasons in certain instances,
a co-investor or a Co-Invest Fund 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 Fund 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 Wind Point Advisors’ sole discretion, Wind
Point Advisors 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, Wind Point Advisors managed approximately $6,096,195,371
in client assets on a discretionary basis.