ADVISORY BUSINESS
A. General Description of Advisory Firm
3G Capital Partners LP is an exempted limited partnership organized under the laws of the
Cayman Islands, formed in March 2005. 3G Courser Capital Management LLC is a Delaware
limited liability company and a “relying adviser” of 3G Capital Partners LP, formed in October
2022.
All the investment professionals who provide services to the Filing Adviser and, ultimately,
its clients are employees of 3G Capital, Inc., a Delaware corporation and wholly owned subsidiary
of the Filing Adviser, and are shared with the Filing Adviser pursuant to a staffing arrangement.
Any professionals providing services through this staffing arrangement are treated as associated
persons of the Filing Adviser. Certain professionals are employees of the Relying Adviser. These
professionals are referred to throughout this Brochure as our employees.
We provide investment advisory services to privately offered pooled investment vehicles
(each, a “Fund” or “Client” and collectively, the “Funds” or “Clients”), typically pursuant to an
investment management agreement or similar document (an “IMA”) or other organizational and
offering documents under which the Adviser is granted discretion to trade the Client’s account
without obtaining the Client’s consent to each particular transaction (subject to the investment
policies and restrictions, if any, imposed by the Client in an IMA or otherwise). In addition, we
operate under basic policies and principles applicable to the conduct of our investment advisory
business. These policies and principles are based upon general concepts of fiduciary duty, the
specific requirements of the Advisers Act, the rules and regulations promulgated thereunder, and
our internal policies. We anticipate advising other funds from time to time. The Filing Adviser’s
co-managing partners are Alexandre Behring and Daniel Schwartz. The Relying Adviser is
majority-owned by two of its members, Michael Ding and Daniel Schwartz.
Our Clients are generally organized in a master-feeder structure except in the case of the
3G Special Situation Funds (as defined below). The feeder funds invest substantially all of their
assets in a master fund. By using a master fund, our Clients seek to achieve trading and
administrative efficiencies. Our managed funds include, without limitation, the following:
• 3G Special Situations Fund V L.P., 3G Fund VI L.P., 3G Restaurant Brands Holdings
LP, and 3G Global Food Holdings Partners LP (the “3G Special Situations Funds”);
• 3G Courser Fund
LP, 3G Courser Onshore Fund LP, and 3G Courser Offshore Fund
Ltd. (collectively the “3G Courser Fund”).
B. Description of Advisory Services
As investment advisers, we provide portfolio management services to our Clients. We are
responsible for sourcing potential investments, conducting research and due diligence on potential
investments, analyzing investment opportunities, structuring investments, and monitoring
investments on behalf of our Clients. We generate all of our advisory billings from investment
advisory services.
We do not limit the type of investment advisory services we offer and there are no material
limitations to the types of securities in which we expect to invest our Clients (subject to anything
in the relevant IMA, offering document, or organizational documents of a particular Client). We
reserve the right to invest in any security and any sector of the market to carry out the overall
objectives of our Clients. Such objectives, strategies and policies are subject to evolve over time,
at times, materially. We have complete flexibility to create or organize (alone or in conjunction
with others, including affiliates) or otherwise utilize special purpose subsidiaries or other special
purpose investment vehicles, swaps, or other derivatives or structured products.
C. Availability of Customized Services for Individual Clients
Each Fund’s organizational and offering documents, such as a private placement
memorandum (a “PPM”), the IMA, or other Fund documents provide more detailed descriptions
of each Fund’s investment objectives and may contain investment guidelines, policies, or
restrictions. The underlying investors in a Fund participate in the overall investment program for
such Fund, but may be excused from a particular investment due to legal, regulatory or other
agreed-upon circumstances pursuant to the relevant Fund documents.
At the Adviser’s discretion, the Adviser enters into agreements with certain Fund investors
that, at times, provide for terms of investment that are more favorable than the terms provided to
other Fund investors. Such terms include, among others, the waiver or reduction of incentive fees,
the provision of additional information or reports, and more favorable transfer rights.
D. Wrap Fee Programs
We do not participate in a wrap fee program.
E. Assets Under Management
As of December 31, 2023, we had approximately $14,291,272,824 Client regulatory assets
under management on a discretionary basis and no Client assets under management on a non-
discretionary basis.