Description of Advisory Firm
Carousel Capital Management Company, L.P. (“Carousel Capital” or the “Manager”), a Delaware
limited partnership, provides investment advisory services to pooled investment vehicles 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”). Carousel Capital currently provides investment advisory services to Carousel
Capital Partners IV, L.P., Carousel Capital Partners IV PV, L.P. and Carousel Capital CEO Fund
IV, L.P. (collectively, and together with their respective parallel vehicles and separate investment
vehicles, “Fund IV”); Carousel Capital Partners V, L.P. and Carousel Capital CEO Fund V, L.P.
(collectively, and together with their respective parallel vehicles and separate investment vehicles,
“Fund V”); Carousel Capital Partners VI, L.P. and Carousel Capital CEO Fund VI, L.P.
(collectively, and together with their respective parallel vehicles, separate investment vehicles,
“Fund VI” and together with Fund IV and Fund V, the “Core Carousel Funds”); and Carousel
Capital Apex SPV, L.P., Carousel Capital Apex Rollover Partners, L.P. and Carousel Capital
Company IV Apex Rollover Partnership, L.P. (collectively, the “Apex Funds” and, together with
the Core Carousel Funds and any co-investment vehicles and any newly-formed funds sponsored
by Carousel Capital, the “Carousel Funds”). As the investment adviser of each Carousel Fund,
Carousel Capital, along with each Carousel Fund’s general partner, each of which is an affiliate of
Carousel Capital (the “General Partners”), identifies investment opportunities for, and participates
in the acquisition, management, monitoring and disposition of investments of, each Carousel Fund.
The Managing Partners of Carousel Capital, Charles S. Grigg and Jason C. Schmidly, along with
Peter L. Clark, Jr. and Alan C. Welch, Jr. (each, a “Partner” and, collectively, the “Partners”),
control Carousel Capital. Charles S. Grigg and Jason C. Schmidly are the principal owners of
Carousel Capital through their interests in Carousel Capital Management Company, LLC, a
Delaware limited liability company (“Carousel Management GP”), Carousel Capital’s general
partner.
Carousel Capital was founded in 1996 by Nelson Schwab III on the core belief that the
Southeastern United States is one of the most attractive and under-served regions for private equity
investing. The principal owners of Carousel Capital are Mr. Grigg and Mr. Schmidly. The primary
focus of Carousel Capital’s investment advisory activity is researching and advising on private
equity investments located in this region. Such investments generally take the form of small buyout
transactions where Carousel Capital teams with management to acquire, manage and grow the
investment. Carousel Capital tailors its advisory services in accordance with each Carousel Fund’s
investment strategy as disclosed in such Carousel Fund’s offering documents. Further specific
details of Carousel Capital’s advisory services are set forth in each Carousel Fund’s respective
private placement memoranda, Management Agreements and Partnership Agreements (each as
defined below) and are further described below in Item 8.
Carousel Capital provides investment advisory services to each Carousel Fund pursuant to separate
management agreements (each, a “Management Agreement”). Investment advice is provided by
Carousel Capital directly to the Carousel Funds, subject to the direction and control of the General
Partner of each such Carousel Fund.
As of December 31, 2023, Carousel Capital has regulatory assets under management of
approximately $1,576,069,691. All of Carousel Capital’s regulatory assets under management are
managed on a discretionary basis together with the General Partners.
Carousel Capital provides
advice to the Carousel 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 investments and preparing reports
necessary or appropriate for compliance with the governing agreements of the Carousel Funds.
Investments in Carousel Funds are privately offered only to qualified investors, typically
institutional investors (for example, public and private pension funds) and eligible high net worth
individuals.
Carousel Capital’s advisory services are geared to the management of the Carousel Funds, the
investment objectives, parameters and restrictions of which are disclosed to investors in the
applicable governing agreements before they invest. Investment restrictions applicable to specific
Carousel Funds are customarily imposed in the governing agreements for such Carousel Funds, as
agreed upon with investors.
Carousel Capital or certain affiliates have entered and may in the future enter into side letters or
other writings with specific investors in Carousel Funds which have the effect of establishing rights
under, or altering or supplementing, the terms of the governing agreements of the Carousel Funds
or an investor’s subscription agreement in respect of the investor to whom such letter or writing is
addressed. Such rights or alterations could be regarding economic terms, fee structures, excuse
rights, information rights, investment limitations, co-investment rights, ability to transfer interests
in a Carousel Fund or compliance with specified laws or regulations (including the provision of
stated co-invest opportunities or priority allocation rights to, for example, Limited Partners (as
defined in Item 7) who have capital commitments in excess of certain thresholds to one or more
Carousel Funds), or transfer rights, among others. Other side letter rights are likely to confer
benefits on the relevant investor at the expense of the relevant Carousel Fund or of investors as a
whole, including in the event that a side letter confers additional reporting, information rights
and/or transfer rights, the costs and expenses of which are expected to be borne by the relevant
Carousel Fund. Generally, any rights established, or any terms altered or supplemented, will
govern only that investor and not a Carousel Fund as a whole. However, certain additional rights
will have the effect of increasing the expenses borne by a Carousel Fund and/or its investors not
party to the particular side letter, including for example with respect to costs incurred in providing
such investor additional information or reporting.
Certain such additional rights but not all rights, terms or conditions are permitted to be elected by
certain sizeable investors with “most favored nations” rights pursuant to a Carousel Fund’s limited
partnership agreement (any Carousel Fund limited partnership agreement hereinafter referred to
as a “Partnership Agreement”). Such side letters have also imposed and may in the future impose
restrictions on participation in certain investments or types of investments made by the Carousel
Funds. Neither Carousel Capital nor its affiliates will enter into a particular side letter if Carousel
Capital determines that the provisions contained in such side letter would be disruptive to the
applicable Carousel Fund or its investment program. Disclosure of applicable side letter practices
is made to investors prior to their investment in the applicable Carousel Fund.
The information provided herein about the investment advisory services provided by Carousel
Capital is qualified in its entirety by reference to the Carousel Funds’ offering materials and
Partnership Agreements and subscription agreements.