The Management Company, a Delaware limited liability company and a registered
investment adviser, provides investment advisory services through its affiliated General Partners
(as defined below) to private equity funds, co-investment vehicles and certain other investment
vehicles established for separately managed account arrangements1 (collectively referred to
throughout this Brochure as the “Partnerships” or the “Funds”), focusing on equity and buyout
investments in high-quality, lower middle market companies. The Management Company and the
General Partners are part of a group of affiliated entities collectively referred to herein as
“Edgewater.”
Edgewater is a private equity firm based in Chicago, Illinois founded by James A. Gordon.
In addition to Mr. Gordon, the other principals of Edgewater include: Gregory Jones, Partner;
David Tolmie, Partner; Brian Peiser, Partner; Gerald Saltarelli, Partner; Stephen Natali, Partner;
Scott Brown, Partner; and Scott Meadow, Associate Partner (collectively, the “Principals”). A
majority of the Principals have been part of Edgewater since 2001. In their roles at Edgewater, the
Principals are responsible for the sourcing and selection of investment opportunities for
Edgewater’s private equity funds.
The following general partner entities are affiliated with the Management Company
(collectively with the Management Company, the “Advisers”):
Edgewater Growth Capital Management, LLC (“GP I”)
Edgewater Growth Capital Management II, L.P. (“GP II”)
Edgewater Growth Capital Management III, L.P. (“GP III”)
Edgewater Growth Capital Management IV, L.P. (“GP IV”)
Edgewater Growth Capital Management V, L.P. (“GP V”)
EGCM SMA, L.P. (“Fund IV SMA GP”)
EGCM V SMA, L.P. (“Fund V SMA GP” and, collectively with GP I, GP II, GP
III, GP IV, GP V and Fund IV SMA GP and together with any future affiliated
general partner entities, the “General Partners”).
Each General Partner is subject to the Advisers Act pursuant to the Management
Company’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 Management Company.
1 Although industry conventions refer to such arrangements as “separately managed accounts,” the investment
vehicles established by the Management Company for separately managed account arrangements on behalf of certain
investors generally are unlike the single-investor managed accounts requested to be disclosed in Form ADV Part 1.
The Advisers’ clients include the following (together with any future private investment
vehicle(s) to which Edgewater or its affiliates provide investment advisory services, “Private
Investment Funds”):
Edgewater Growth Capital Partners, L.P.
Edgewater Growth Capital Partners II, L.P.
Edgewater Growth Capital Partners III, L.P.
Edgewater Growth Capital Partners III Co-Invest Fund, L.P.
Edgewater Growth Capital Partners IV, L.P.
Edgewater Growth Capital Partners IV-A, L.P.
Edgewater Growth Capital Partners V, L.P.
Edgewater Growth Capital Partners V-A, L.P.
EGCP Investment Partners, L.P.
EGCP Investment Partners II, L.P.
EGCP Investment Partners III, L.P.
EGCP Investment Partners V, L.P.
EGCP Investment Partners V-A, L.P.
EGCP Investments, L.P.
EGCP Investments-B, L.P.
EGCP Investments-C, L.P.
EGCP Investments I, L.P.
EGCP IV-A, L.P.
EGCP Investment Opportunities, L.P.
EGCP I Investments, L.P.
EGCP I Investment Partners, L.P.
EGCP Investment Partners III-B-2, L.P.
EGCP Investment Partners V B-1, L.P.
EGCP Investment Partners V B-2, L.P.
EGCP Investment Partners V B-3, L.P.
EGCP Investments III-B, L.P.
EGCP Investments Partners II-B, L.P.
EGCP Investments Partners III-B, L.P.
EGCP Investments V B, L.P.
EGCP Investments-A, L.P.
EGCP V Investments, L.P.
EGCP V-A, L.P.
EGCP V-B, L.P.
The General Partners each serve as general partner to one or more Partnerships and
generally have the authority to make the investment decisions for the Partnerships to which they
provide advisory services. For certain Private Investment Funds, the Advisers are permitted to
negotiate the level of investment discretion with the client at the outset of the advisory relationship,
which gives investors an approval right over each investment presented to it by the Advisers. The
Management Company provides the day-to-day advisory services for the Partnerships.
The Partnerships and any other Private Investment Funds that a General Partner (or its
affiliates) forms or that otherwise become clients of a General Partner are expected to invest
through negotiated transactions in operating
entities, generally referred to herein as “portfolio
companies.” The Advisers’ investment advisory services to the Partnerships consist of identifying
and evaluating investment opportunities, negotiating the terms of investments, managing and
monitoring investments and achieving dispositions for such investments. Investments are made
predominantly in non-public companies, although investments in public companies are permitted.
The Principals or other personnel of the Advisers or their affiliates generally serve on a portfolio
company’s board of directors or otherwise act to influence control over management of portfolio
companies in which the Partnerships have invested.
The Advisers’ advisory services to the Private Investment Funds are further described in
the relevant private placement memoranda or other offering documents (each, a “Memorandum”)
and limited partnership or other operating agreements of the Partnerships (each, a “Partnership
Agreement” and, together with any relevant Memorandum, the “Governing Documents”), and
are also generally described below under “Methods of Analysis, Investment Strategies and Risk of
Loss” and “Investment Discretion.” Investors in the Private Investment Funds (generally referred
to herein as “investors,” “partners” or “limited partners”) generally participate in the overall
investment program for the applicable Partnership, but in certain Funds are excused from a
particular investment due to legal, regulatory or other applicable constraints or for other agreed-
upon circumstances pursuant to the Governing Documents (such arrangements generally do not
and will not create an adviser-client relationship between the Advisers and any investor) and
certain Private Investment Fund arrangements are expected to give investors approval rights over
investments or otherwise provide restrictions on the Advisers’ discretion. The Funds or the General
Partners generally enter into side letters or other similar agreements (“Side Letters”) with certain
investors that have the effect of establishing rights under, or altering or supplementing the terms
(including economic or other terms) of, the Governing Documents with respect to such investors.
Additionally, as permitted by the Governing Documents, the Advisers expect to provide
(or agree to provide) investment or co-investment opportunities (including the opportunity to
participate in co-invest vehicles) to certain current or prospective investors or other persons,
including other sponsors, market participants, finders, consultants and other service providers,
portfolio company management or personnel, Edgewater’s personnel and/or certain other persons
associated with Edgewater and/or its affiliates. Such co-investments typically involve investment
and disposal of interests in the applicable portfolio company at the same time and on the same
terms as the Fund making the investment. However, from time to time, for strategic and other
reasons, a co-investor or co-invest vehicle (including a co-investing Fund) purchases a portion of
an investment from one or more Funds after such Funds have consummated their investment in
the portfolio company (also known as a post-closing sell-down or transfer), which generally will
have been funded through Fund investor capital contributions and/or use of a Fund credit facility.
Any such purchase from a Fund by a co-investor or co-invest vehicle generally occurs shortly after
the Fund’s completion of the investment to avoid any changes in valuation of the investment, but
in certain instances could be well after the Fund’s initial purchase. Where appropriate, and in
Edgewater’s sole discretion, Edgewater reserves the right to charge interest on the purchase to the
co-investor or co-invest vehicle (or otherwise equitably to adjust the purchase price under certain
conditions), and to seek reimbursement to the relevant Fund for related costs. However, to the
extent any such amounts are not so charged or reimbursed (including charges or reimbursements
required pursuant to applicable law), they generally will be borne by the relevant Fund.
As of December 31, 2023, Edgewater managed $2,940,861,618 in client assets on a
discretionary basis. Each General Partner is directly or indirectly owned by Edgewater HoldCo
LLC (“Edgewater HoldCo”), James A. Gordon and certain other Principals of Edgewater.
Edgewater HoldCo is owned by Lazard Group LLC (together with its affiliates other than
Edgewater, “Lazard”), James A. Gordon and the other Principals of Edgewater. The Management
Company, which provides payment and related services, is principally owned by Lazard Group
LLC and is administered by Edgewater HoldCo and James A. Gordon. Lazard Group LLC is
ultimately controlled by Lazard, Inc., a publicly traded company.