For purposes of this brochure, the “Adviser” means GI Manager L.P., a Delaware limited
partnership, together (where the context permits) with its relying advisers and other affiliates that
provide advisory services to and/or receive advisory fees from the Clients (as defined below). Such
affiliates are generally under common control with GI Manager L.P., and possess a substantial
identity of personnel and/or equity owners with GI Manager L.P. These affiliates are typically
formed for tax, regulatory, or other purposes in connection with the organization of the Clients, or
to serve as general partners or managers, as applicable, of the Clients (each, a “General Partner”,
and collectively, the “General Partners”). Each General Partner is subject to the Investment Advisers
Act of 1940, as amended (the “Advisers Act”) pursuant to the Adviser’s registration in accordance
with SEC guidance. This brochure also describes the business practices of the General Partners,
which operate as a single advisory business together with the Adviser.
The Adviser provides investment advisory services to commingled investment vehicles (each, a
“Fund”, and collectively with any such investment vehicles formed in the future, the “Funds”) 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”). Certain Funds primarily make long-term, equity-related investments in private
companies in the healthcare, services, software, and data infrastructure sectors, including, but not
limited to, leveraged buyout acquisitions and recapitalizations, and investments in debt instruments
in middle-market operating companies primarily in North America. Certain other Funds primarily
make equity-related investments in real estate primarily in North America (including data center,
life science, and other commercial real estate serving the technology and life science industries).
The Adviser also provides investment advisory services to (a) a single unaffiliated investor which
makes primarily long-term real estate related securities investments in North America (the “RE
Separate Account Client”), (b) one or more certain other private funds, each of which is formed
with a single unaffiliated investor and makes private equity or data infrastructure co-investments
alongside one or more of the Funds, as applicable (the “Programmatic Co-Invest Clients”), and (c)
a private fund which was formed with a limited number of unaffiliated investors and makes real
estate co-investments alongside a Fund (the “RE Co-Invest Client,” and, together with the RE
Separate Account Client and the Programmatic Co-Invest Clients, the “Non-Fund Clients”). The
Funds and the Non-Fund Clients
are referred to together as the “Clients”.
The Adviser’s advisory services consist of investigating, identifying, and evaluating investment
opportunities, structuring, negotiating, and making investments on behalf of the Clients, managing
and monitoring the performance of such investments, and disposing of such investments. With
respect to the RE Separate Account Client, such services are provided on a non-discretionary basis.
The Adviser typically serves as the investment adviser, the subadviser, and/or provides employees
to the General Partners in order to provide such services.
The Adviser provides investment advisory services to the Clients in accordance with the limited
partnership agreement (or analogous organizational document) of such Client and/or separate
investment and advisory, subadvisory, investment management, or 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 organizational documents of the applicable Fund, the Advisory Agreements,
and/or side letter agreements negotiated with investors in the applicable Fund (such documents
collectively, a “Fund’s Organizational Documents”). Certain investors in a Fund have opt-out rights
with respect to certain investments. In addition, investors in certain Funds have redemption rights,
subject to certain requirements, as set forth in the applicable Fund’s Organizational Documents.
The terms of the advisory services (including discretionary and non-discretionary investment
advisory services) provided by the Adviser to Non-Fund Clients, including any restrictions on
investments in certain types of securities, are the result of negotiations between the Adviser and
such Non-Fund Client (or its unaffiliated investor(s)) and are set forth in the organizational
documents of such Non-Fund Client, the Advisory Agreements, and/or side letter agreements
negotiated with such Non-Fund Client (such documents, together with the Funds’ Organizational
Documents, the “Organizational Documents”).
The principal owners of GI Manager L.P. are listed in Schedule A of the Adviser’s Form ADV Part
1A. The Adviser has been in business since 2005 and its predecessor companies have been in
business since 2001. As of December 31, 2023, the Adviser managed a total of $32,630,475,936 of
client assets, $17,437,320,404 of which was managed on a discretionary basis and $15,193,155,532
of which was managed on a non-discretionary basis.