New Heritage Capital, LLC (collectively with its affiliates, as applicable, “Heritage”) acts as the investment
adviser to private equity funds (each a “Fund” and collectively, the “Funds”) that invest in operating
companies. Heritage, along with the general partner of each Fund, selects and manages the investments in
each Fund, which are typically equity investments in primarily private, founder-owned, lower middle-market
businesses for the purpose of providing existing shareholders with liquidity and/or growth capital to expand
their businesses. Once identified, Heritage, along with the general partner of each Fund, participates in the
acquisition, management, monitoring and disposition of investments in each Fund (each, a “Portfolio
Company”). The Funds are closed-ended and generally have a term of 10 years. The Funds were marketed
primarily to institutional investors and high net worth individuals. On a limited basis, Heritage also provides
non-discretionary investment management to institutional accounts that invest directly in the operating
companies in which the Funds invest. Collectively, the institutional accounts and the Funds are referred to
as our “Clients”. Our only advisory clients are the Clients.
Certain Heritage funds were formed for the purpose of investing in a single Portfolio Company. These funds
include Heritage-PT Fund, L.P. and Heritage-PT Fund-B, L.P. (collectively, the “Single Purpose Funds”).
Other Heritage funds were formed for the purpose of investing in multiple Portfolio Companies. These funds
include New Heritage Capital Fund, L.P., New Heritage Capital Fund-B, L.P., New Heritage Capital Fund
III, L.P., New Heritage Capital Fund III-B, L.P., New Heritage Capital Fund IV, L.P. and New Heritage Capital
Fund IV-B, L.P. (collectively, the “Pooled Investment Funds”). Lastly, Heritage-Continental Investors, LLC,
NHC III GCM Co-Investors, LP, New Heritage Capital Fund III SPV, LP and New Heritage Capital Fund III
SPV-2, L.P. (the “Co-Investment Funds”) were formed as pooled investment vehicles to make co-
investments in specific Portfolio Companies alongside the Pooled Investment Funds.
Heritage was formed in 2006 and is solely owned by Mark Jrolf, Managing Senior Partner. The Funds are
structured as limited partnerships or limited liability companies in which the investors are passive limited
partners or members and a Heritage affiliate serves as the general partner or managing member,
respectively.
The primary focus of Heritage’s investment advisory services is researching and advising on privately
negotiated transactions in operating entities. Investments are predominantly in non-public companies. In
general,
the senior principals or other personnel of the general partners or their affiliates serve on the board
of directors (or equivalent) of each Portfolio Company held by the Funds.
The advisory services for each of the Funds are further described in each Fund’s respective offering
memorandum, limited partnership agreement or operating agreement, and/or management or advisory
agreement (the “Documents”). We do not vary our investment advice from the terms of the Documents.
Additionally, these Documents also detail the various investment restrictions that govern the types of
investments the Funds are permitted to make and remuneration Heritage and the general partners or
managers of the Funds will receive for managing the Funds.
In accordance with common industry practice, one or more of the general partners of the Funds have
entered, and may in the future enter, into “side letters” or similar arrangements with certain investors
pursuant to which the general partner of the Fund grants the investor specific rights, benefits, or privileges
that are not made available to investors generally. These arrangements typically clarify any regulatory,
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informational, and interpretational issues with the Documents. However, such rights, benefits, or privileges
could be regarding economic terms, fee structures, excuse rights, information rights, co-investment rights,
or transfer rights. Other side letter rights are likely to confer benefits on the relevant investor at the expense
of the relevant 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 Fund. For the most part, any rights established or any terms altered or supplemented
will govern only the investment of the specific investor and not the terms of a Fund as whole. Certain
additional rights will have the effect of increasing the expenses borne by a 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.
The information provided herein about the investment advisory services provided by Heritage is
qualified in its entirety by reference to the Funds’ Documents and subscription agreements.
As of December 31, 2023, Heritage provided investment advisory services to Funds with approximately
$1.23 billion in assets under management (approximately $1.23 billion in discretionary assets under
management and $0.5 million in non-discretionary assets under management).