The Filing Adviser, Ampersand Management LLC, a Delaware limited liability company based in
Wellesley, Massachusetts, was founded in 1988 as a spinoff from PaineWebber. Richard A.
Charpie, Founder, and Herbert H. Hooper, managing partner, are the Filing Adviser’s principal
owners.
The Filing Adviser, either directly or indirectly, controls, or is under common control with, the
following advisers (the “Relying Advisers”) that rely on the registration of the Filing Adviser:
• AMP-14 Management Company Limited Partnership (formed in 2013)
• AMP-18 Management Company Limited Partnership (formed in 2018)
• AMP-20 Management Company Limited Partnership (formed in 2020)
• AMP-CF Management Company Limited Partnership (formed in 2020)
• AMP-23 Management Company Limited Partnership (formed in 2022)
AMP-22 Management Company Limited Partnership changed its name to AMP-23 Management
Company Limited Partnership in December 2023. Richard A. Charpie and Herbert H. Hooper are
the current managing members of AMP-14 Management Company Limited Partnership. Herbert
H. Hooper is the sole managing member of AMP-18 Management Company Limited Partnership,
AMP-20 Management Company Limited Partnership, AMP-CF Management Company Limited
Partnership and AMP-23 Management Company Limited Partnership. All persons acting on
behalf of such Relying Advisers are subject to the supervision and control of the Filing Adviser.
References herein to Ampersand Management, Ampersand, “we” or “us” include the Relying
Advisers, unless the context suggests otherwise.
Ampersand provides investment management services to private equity funds (the “Ampersand
Funds” or “Funds”), which are privately offered pooled investment vehicles that focus on middle
market growth equity investments in the healthcare sector. Within this focus, Ampersand’s
targeted direct outreach lead generation process seeks to identify opportunities where it can be the
first, and often the sole, institutional investor.
Each Relying Adviser serves as general partner to one of the Funds. The Filing Adviser works
with each Relying Adviser to identify investment opportunities for, and participate in decision
making pertaining to, the acquisition, management, monitoring and disposition of the portfolio of
each Fund. The Relying Advisers have ultimate discretion regarding investment decision-making.
The Funds generally have an initial term of 10 years
1 and are marketed primarily to institutional
investors and high net worth individuals who subscribe for interests in the Funds (the “Limited
Partners”). Ampersand provides investment advice directly to the Funds according to each Fund’s
investment objectives and not individually to the Limited Partners.
1 Ampersand CF Limited Partnership’s initial term is five years
Ampersand’s investments
on behalf of the Funds are predominantly in non-public companies,
although the Funds occasionally hold public company securities. Ampersand’s investment
professionals typically serve on the board of directors of any portfolio company in which the Funds
invest (“Portfolio Company” and, collectively, “Portfolio Companies”) and establish additional
contractual and operational measures to influence the control and management of such Portfolio
Company.
Ampersand, on its own behalf and/or on behalf of a Fund, may enter into a letter agreement or side
letter (“Side Letters”) with one or more Limited Partners pursuant to the authority granted to the
general partner in the limited partnership agreement. Any Side Letter entered into with a Limited
Partner could modify or supplement the terms of the limited partnership agreement with respect to
the Limited Partner that is a party to such Side Letter. Side Letters could grant additional rights or
benefits to certain Limited Partners that are not available to other Limited Partners, including rights
relating to access to information, the treatment of confidential information, co-investment rights,
representations or covenants of the general partner, Ampersand or the Fund, restrictions on the
disclosure of information, transfers of interests and withdrawal rights.
Certain side letters have included, and in the future could include, a “most-favored nation” or
“MFN” clause whereby an investor elects to receive certain rights and benefits granted in other
side letters with respect to the Fund. Except to the extent required under a Fund’s offering
memorandum, limited partnership agreement, management agreement and/or any other governing
documents (together, the “Governing Documents”), Ampersand does not have an obligation to
offer any such additional rights, terms or conditions to any other Limited Partner in such Fund.
Once invested in a Fund, Limited Partners cannot impose additional investment guidelines or
restrictions on the Fund.
At its discretion, Ampersand has engaged and may engage in co-investment opportunities in
Portfolio Companies with Limited Partners or other private investors, groups, partnerships or
corporations, and strategic collaborations regarding co-investment opportunities with other
investors. In connection with any such co-investment opportunity, Ampersand could (a) be entitled
to receive management fees, carried interest or other compensation and (b) organize one or more
limited partnerships or other investment vehicles to facilitate such transaction.
Ampersand’s services to each of the Funds are further described in each Fund’s Governing
Documents, which also detail the various investment restrictions pertinent to each Fund’s
investments.
As of December 31, 2023, Ampersand managed approximately $2.8 billion of regulatory assets on
a discretionary basis.