A. Description of Advisory Firm
Yucaipa Master Manager, LLC (“Yucaipa”), a Delaware limited liability company, is owned and
controlled by Mr. Ronald W. Burkle. Yucaipa and its predecessor entities have been in business
since 1986. Yucaipa, through its controlled affiliates, provides investment advisory services to
private investment funds sponsored by Yucaipa affiliates for the purpose of making private
equity and similar investments in small-, mid-, and large-size companies (depending on the
investment mandate of each particular fund), as well as their related investment vehicles (such as
parallel funds, alternative investment vehicles, and co-investment vehicles). Such funds and
related vehicles, together with subsequently sponsored funds and their related vehicles, and any
similar pooled investment vehicles formed or managed by Yucaipa or its affiliates, will be
referred to individually as a “Yucaipa Fund” and collectively as the “Yucaipa Funds.”
Certain affiliates controlled by or under common control with Yucaipa may serve as the general
partner (or equivalent position) or investment manager of the Yucaipa Funds. Such affiliates are
supervised persons of Yucaipa and intend to conduct their activities in accordance with the
Advisers Act and the rules thereunder. Any employees of such affiliate(s), and other persons
acting on their behalf, are and shall be subject to the supervision and control of Yucaipa. Such
affiliates that are not separately registered and are relying on Yucaipa’s registration under the
Advisers Act. All references herein to “Yucaipa” shall include such affiliates.
B. Types of Advisory Services Offered
Yucaipa, through its controlled affiliates, provides advice to the Yucaipa Funds in respect of
their investment portfolios, as well as certain ancillary managerial and administrative services,
including, without limitation, identifying and screening potential investments, recommending
strategies for the management and disposition of investments, monitoring the performance of
portfolio companies, assisting in certain circumstances with the management of portfolio
companies, and preparing reports necessary or appropriate for compliance with the governing
agreements of the Yucaipa Funds. Investments in the Yucaipa Funds are privately offered only to
qualified investors,
principally (but not restricted only to) institutional investors (for example,
public and private pension funds). See also Item 4.A. above.
C. Services Tailored to Individual Needs of Clients
Yucaipa’s advisory services are geared to the management of the Yucaipa Funds, the investment
objectives, parameters and restrictions of which are set forth and disclosed to investors in the
applicable governing agreements for each of the Yucaipa Funds. Investment restrictions
applicable to the specific Yucaipa Fund are imposed in the governing agreements for each
Yucaipa Fund, as agreed upon with investors prior to the investor’s investment in the relevant
Yucaipa Fund.
Yucaipa or certain affiliates may also enter into side letters or other writings with specific
Yucaipa Fund investors which have the effect of establishing rights under, or altering or
supplementing, the terms of Yucaipa Fund agreements, in respect of the investor to whom such
letter or writing is addressed. Any rights established, or any terms altered or supplemented, will
govern only that Yucaipa Fund investor and not a Yucaipa Fund as a whole. Such side letters
may impose restrictions on participation in certain investments or types of investments made by
the Yucaipa Funds, and may also provide benefits to certain investors in a Yucaipa Fund not
provided to investors in such Yucaipa Fund generally (for example, access to information, ability
to transfer interests in a Yucaipa Fund or compliance with specified laws or regulations). Neither
Yucaipa nor its affiliates will enter into a particular side letter if Yucaipa determines that the
provisions contained in such side letter would be disruptive to the applicable Yucaipa Fund or its
investment program. Disclosure of applicable side letter practices is made to investors prior to
their investment in the applicable Yucaipa Fund.
D. Wrap Fee Programs
Wrap fees are comprehensive fees charged to a client for providing a bundle of services, such as
investment advice, investment research and brokerage services. Yucaipa does not participate in
wrap fee programs.
E. Client Assets
As of December 31, 2023, Yucaipa managed approximately $1,479,151,825 of client assets on a
discretionary basis. As of December 31, 2023, Yucaipa did not manage any assets on a non-
discretionary basis.