For purposes of this Brochure, the “Adviser” means Stockbridge Partners LLC, a Delaware limited liability
company, together (where the context permits) with its affiliates that serve as general partners of the Funds
(as defined below) and other affiliates that provide advisory services to and/or receive management fees
from Clients. Such affiliates may or may not be under common control with Stockbridge Partners LLC but
possess a substantial similarity of personnel and/or equity owners with Stockbridge Partners LLC. These
affiliates are generally formed for tax, regulatory or other purposes in connection with the organization of
the Funds (as defined below). The Adviser is wholly owned by BPSP, L.P., which is in turn wholly owned
by Berkshire Partners Holdings LLC. Berkshire Partners LLC (together with its affiliates, including general
partner entities, that provide advisory services to and/or receive fees from pooled investment vehicles
advised by Berkshire Partners LLC, “Berkshire”), which is also wholly owned by BPSP, L.P., is an
investment adviser and affiliate of Stockbridge Partners LLC and has prepared a separate brochure and
Form ADV. For the avoidance of doubt, the term “Adviser” as used herein does not include Berkshire, and
the term “Berkshire” does not include the Adviser.
The Adviser currently serves as the investment manager to certain funds in a master-feeder structure,
including a “feeder” vehicle (the “Feeder Vehicle”) organized to invest exclusively in a fund engaging in
investment activity (the “Main Fund”). The Adviser may also in the future organize and serve as general
partner (or in an analogous capacity) to one or more “parallel funds” organized to invest with the Main Fund
in a side-by-side structure and to one or more other feeder vehicles organized to invest exclusively in the
Main Fund or in such parallel funds. As of the date of this Brochure, the Adviser also advises one separate
account and may, in the future, advise others (each, an “Account,” and the clients for whom such Accounts
are maintained, “Separate Account Clients”). The Main Fund and, where the context permits, the Feeder
Vehicle, together with any other funds that the Adviser may from time to time advise, are each referred to
as a “Fund” and collectively referred to as the “Funds”
and, together with the Separate Account Clients, the
“Clients.”
The Funds are exempt from registration under the Investment Company Act of 1940, as amended (the
“1940 Act”), and the Funds’ interests are not registered under the Securities Act of 1933, as amended (the
“Securities Act”).
The Adviser’s services consist of identifying investment opportunities for Clients, and managing, monitoring,
and disposing of such investments. The Adviser seeks to invest Client assets primarily in companies that
exhibit earnings sustainability and growth due to the characteristics of the industries in which they compete,
their positions within those industries and the capabilities of their management teams to execute their
business plans. The Adviser focuses on investments with the potential for long-term capital appreciation,
with a primary geographic focus in the United States, although the Adviser also pursues international
investments on behalf of its Clients. Although the Adviser, on behalf of its Clients, primarily makes relatively
long-term investments in publicly traded equities, the Adviser’s strategy allows for strategic short sales to
hedge certain risks or to capitalize on market misunderstandings of fundamentals.
Investment advice is provided directly to each Client, and not individually to investors in the Funds (in
accordance with separate investment advisory, investment management, or portfolio management
agreements, as applicable (each, an “Advisory Agreement”), the applicable governing agreement of a Fund
(such as a limited partnership agreement or analogous organizational document (each, an “Organizational
Document”)) and/or side letters with limited partners of a Fund (“Side Letters,” and together with the
Advisory Agreements and the Organizational Documents, the “Governing Documents”)). A Client (or
underlying investors in a Fund) may generally negotiate to impose investment restrictions in the Governing
Documents of the applicable Fund or Account with respect thereto at the time the Fund or Account is
established.
The Adviser has been in business since 2006. As of December 31, 2023, the Adviser managed a total of
$5,860,523,219 of Client assets, all of which is managed on a discretionary basis.
The Adviser does not participate in wrap fee programs.