VPCA was founded in 2007 and is principally owned by Richard Levy and Brendan Carroll. Aves, an
affiliate of and a “relying adviser” in relation to VPCA, is principally owned by Charles Asfour. As a
“relying adviser,” in accordance with applicable SEC no-action letter guidance, Aves relies on the SEC
registration of VPCA and operates as a single business together with VPCA.
VPCA and Aves act as discretionary investment advisers to several private investment funds (each, a
“VPCA Fund,” or “Fund” and together with any future private investment fund to which VPCA, Aves, or
their respective affiliates provide investment advisory services, the “VPCA Funds” or the “Funds”), as
disclosed in detail in VPCA’s Form ADV Part 1A filing with the SEC, and as described herein. VPCA
also acts as a discretionary investment adviser to the UK Fund (as defined below) as well as a discretionary
or non-discretionary investment adviser to insurance company clients referred to herein as the “Insurance
Clients” and described further below. Except as specifically noted otherwise, the disclosures in this
Brochure relating to the VPCA Funds are generally intended to encompass the Insurance Clients and the
UK Fund (the Insurance Clients and the UK Fund, together with the VPCA Funds, collectively the
“Clients”).
As of the date hereof, VPCA or an affiliate thereof (including, but not limited to Aves) advises the following
types of private investment funds on a discretionary basis:
(i) a cluster of opportunistic private equity funds referred to herein as the “Private
Equity Funds” or “PE Funds.” The PE Funds include one or more opportunistic
private funds advised by Aves and
(ii) a cluster of opportunistic private credit funds referred to herein as the “Financial
Services Funds” or “FS Funds.”
In addition to the VPCA Funds listed above, VPCA is an investment advisor to VPC Specialty Lending
Investments PLC, a U.K.-based investment company listed on the Main Market of the London Stock
Exchange (the “UK Fund”). Investment in the UK Fund is generally limited to non-U.S. persons, although
a limited number of U.S. persons (who met the applicable investor sophistication tests) have been permitted
to invest through a private placement. Like the FS Funds, the UK Fund is focused on opportunistic private
credit opportunities in financial services and is subject to similar operational practices and risks described
herein.
The general partner (or equivalent thereof) of each VPCA Fund is affiliated with VPCA or Aves, as
applicable (each, a “General Partner” and together with VPCA, Aves and their affiliated entities, the
“Advisers”). Each General Partner, as a “relying SPV,” is registered under the Advisers Act pursuant to,
and in reliance on, VPCA’s registration by SEC no-action letter guidance. This Brochure also describes the
business practices of the General Partners, which operate as a single advisory business together with VPCA
and Aves.
The Advisers’ activities for each VPCA Fund, the UK Fund, and each Insurance Client (as defined below)
are detailed in the applicable private placement memorandum, investment advisory agreement and limited
partnership agreement, articles of association, or other operating or governing agreement, where applicable
(the “Governing Documents”). They are further described below under “Methods of Analysis, Investment
Strategies and Risk of Loss.” Limited partners or shareholders, as applicable (each, an “Investor”), in the
VPCA Funds generally participate in the overall investment program of the applicable Fund, although
certain Investors in the VPCA Funds may be excused from a particular investment due to legal, regulatory
or other agreed-upon circumstances pursuant to the relevant Governing Documents.
VPCA’s and Aves’ investment strategies for the VPCA Funds generally focus on investing directly in the
private credit and equity of small capitalization public and middle market private companies located
primarily in
the U.S., Latin America, Europe, and Australia, although other locations may be possible. In
particular, the VPCA Funds typically seek to provide direct financing to such companies that are in complex
(“special”) situations that may reduce the availability of traditional financing (the “Target Companies”). In
the case of the FS Funds and the UK Fund, VPCA implements the foregoing investment strategy with a
targeted focus on providing privately negotiated loans to lower middle market Target Companies operating
across different sub-sectors within the financial services industry, including, but not limited to, sub- and
near-prime unsecured consumer lending, small business financing, point-of-sale financing, online pawn,
title lending, legal specialty finance, law firm funding and litigation finance (where investments are made
in both pre- and post-settlement opportunities across consumer and commercial litigation, amongst other
related matters). The FS Funds and the UK Fund may also invest in loans to individuals through financial
services Target Companies.
Additionally, VPCA provides bespoke investment management solutions to insurance companies via
discretionary and non-discretionary separately managed account relationships. On behalf of its Insurance
Clients, VPCA targets investments across three verticals: (i) private loans (including middle market direct
lending opportunities and private placement investments); (ii) structured products (including, but not
limited to, CLOs, CMBSs, ABSs, private securitizations and rated VPCA Fund structures; and (iii) real
estate (including, but not limited to, commercial mortgage loans, ground leases and sale-leasebacks).
Insurance Clients may occasionally invest in Target Companies in which one more VPCA Funds have
invested or are seeking to invest.
It should be noted that no investment strategy described herein is exclusive to a single investment advisory
client (or cluster of investment advisory clients). As such, to the extent permissible under an investment
advisory client’s Governing Documents and deemed consistent with such client’s investment objectives,
investment strategies, and investment restrictions, VPCA may implement more than one investment
strategy on behalf of such investment advisory client and, consequently, multiple investment advisory
clients may have overlapping investment strategies and co-invest in one or more of the same Target
Companies.
Further, from time to time, the Advisers may provide (or agree to provide) to certain investors or other
persons (including the Insurance Clients), co-investment opportunities that will invest in certain financing
opportunities and/or other investments alongside a Fund. Such co-investments typically involve investment
and disposal of the relevant investment at the same time and on substantially the same terms as the VPCA
Fund making the investment. However, from time to time, for strategic and other reasons, a VPCA Fund,
or a co-investor or other co-invest vehicle, may purchase a portion of an investment from one or more
VPCA Funds after such VPCA Funds have consummated their investment, at fair market value in
accordance with VPCA’s related procedures (for example, in a post-closing sell-down or transfer). Any
such purchase from a VPCA Fund generally occurs within a reasonable period of time after the VPCA
Fund’s completion of the investment. The purchaser, whether a VPCA Fund or other vehicle, will generally
be required to pay the relevant VPCA Fund for related costs.
The Advisers have discretionary investment authority over the assets of the VPCA Funds and the UK Fund.
As noted above, VPCA has non-discretionary authority over the assets of certain Insurance Clients and
discretionary authority over the assets of other Insurance Clients.
As of December 31, 2023, the Advisers collectively managed $4,610,356,886 of client assets on a
discretionary basis and $26,132,403 of client assets on a non-discretionary basis.