Leeds Equity Advisors, LLC (the “Adviser,” “Leeds Equity,” “Leeds” or the “Firm”) is organized as a
Delaware limited liability company that is ultimately owned and controlled by Jeffrey T. Leeds. The Firm
provides investment advisory services to private funds 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”). The amount of discretionary
regulatory assets under management as of December 31, 2023 is approximately $5,071,915,344 and is
based on unaudited financial data which are subject to change. The figure includes $870,762,507 in
uncalled capital commitments for certain Funds (as defined herein) that are beyond their investment period
for which the relevant General Partners (as defined herein) do not expect to fully call capital for additional
investments. Leeds Equity also has a relying adviser, Leeds Illuminate Advisors, L.L.C. (“Leeds
Illuminate”). See Item 10 of this Brochure for more information regarding Leeds Illuminate. Unless
otherwise noted, disclosures noted herein relate to both Leeds Equity and Leeds Illuminate.
Leeds Equity, along with the General Partners of each of the Funds (the “General Partners”) (i) originate,
recommend, structure and identify sources of capital for investment opportunities to the Funds, (ii) monitor,
evaluate and make recommendations regarding the timing and manners of disposition of portfolio company
investments and (iii) provide such other services related thereto for the Funds.
The primary focus of Leeds Equity’s investment advisory activity is on recommending and making
investments in equity and equity-related securities in the education, training and information services
industries (the “Knowledge Industries”). The Knowledge Industries includes businesses offering products,
services and solutions that enable individuals and enterprises to be more effective in an increasingly
global, hyper-competitive, information-intensive and fast changing marketplace.
The Firm currently serves as the investment adviser for a number of private funds (the “Main Funds”).
Leeds Equity has established, and in the future is expected to establish, Funds on a transaction by
transaction basis to allow certain persons to invest alongside one or more of the Main Funds in a particular
investment opportunity (the “Co-Investment Funds”). Co-Investment Funds are typically limited
to
investing in securities relating to the transaction or transactions with respect to which they were organized.
Unless otherwise prohibited by law or the insider trading or other internal policies of the applicable
portfolio company, each Co-Investment Fund is required to dispose of a pro rata portion of any portfolio
investment at the same time and on the same terms and conditions on which the other Funds dispose of a
proportionate share of their investment. As a general matter, Co-investment Funds typically purchase
investments at the same time and on the same terms as the Main Fund. 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. The Firm currently serves as the investment adviser to all
such Co-Investment Funds.
Additionally, Leeds Equity is permitted to also organize certain other Funds which are “feeder” vehicles
organized to invest exclusively in a Main Fund (“Feeder Fund”), and/or alternative investment vehicles
one of the Main Funds organized to address, for example, specific tax, legal, business, accounting, or
regulatory related matters that may arise in connection with a transaction (“Alternative Investment
Vehicle” and together with the Feeder Funds, the Co-Investment Funds and the Main Funds, the “Leeds
Equity Funds” or the “Funds”). The Firm currently serves as the investment adviser to all of the Funds.
Investment advice is provided directly to the Funds, subject to the discretion and control of the applicable
General Partner, and not individually to investors in the Funds (generally referred to herein as “investors,”
“partners” or “limited partners”). Services are provided pursuant to separate investment advisory
agreements with the Funds (each, an “Advisory Agreement”) and/or operating agreements of the
applicable Fund. Investment restrictions, if any, are generally set forth in the operating agreements of the
applicable Funds.