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Adviser Profile

As of Date 03/28/2024
Adviser Type - Large advisory firm
Number of Employees 25 4.17%
of those in investment advisory functions 25 4.17%
Registration SEC, Approved, 12/7/2012
AUM* 1,976,794,155 -1.08%
of that, discretionary 1,976,794,155 -1.08%
Private Fund GAV* 2,211,031,791 -2.08%
Avg Account Size 197,679,416 18.70%
SMA’s No
Private Funds 9 3
Contact Info 214 xxxxxxx
Websites

Client Types

- Pooled investment vehicles

Advisory Activities

- Portfolio management for pooled investment vehicles

Compensation Arrangments

- A percentage of assets under your management
- Performance-based fees

Recent News

Reported AUM

Discretionary
Non-discretionary
3B 2B 2B 2B 1B 824M 412M
2015 2016 2017 2018 2019 2020 2021 2022 2023

Private Funds



Employees

Private Funds Structure

Fund Type Count GAV
Fund TypePrivate Equity Fund Count9 GAV$2,211,031,791

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Brochure Summary

Overview

Firm Description Kainos (TX) Capital LP (together with its fund general partners, unless otherwise specified, “Kainos,” “we” or the “Firm”), is a middle market private equity firm based in Dallas, Texas that provides investment advisory services to its clients, which are private funds exempt from registration under the Investment Company Act of 1940, as amended (“Investment Company Act”). Kainos invests in the food, beverage and consumer sectors with a focus on manufacturers, distributors and marketers of food products, branded or private label food and consumer product companies, consumer products in the household, pet and personal care industries and over-the-counter health and nutritional product sectors. Advisory Business Kainos acts as the investment manager for private funds, including main funds, executive funds and co-investment funds, referred to collectively throughout this Brochure as “Funds.” Each Fund is managed by a general partner (“General Partner”), which has the authority to make investment decisions on behalf of its Fund. The applicable General Partner of each Fund retains investment discretion and investors in the Funds do not participate in the control or management of the Funds. For a complete list of Kainos’ Funds and General Partners, please see the portion of Kainos’ Form ADV Part 1, Schedule D, captioned “Private Fund Reporting” at Section 7.A. and 7.B.(1). The Funds generally seek substantial long-term capital appreciation by making privately negotiated equity investments in lower to middle-market sized food and consumer products companies primarily headquartered in North America. We seek to invest in buyouts and recapitalizations of privately held companies and non-core subsidiaries of larger companies, as well as in companies requiring growth capital. Kainos generally makes control investments or investments where we exercise influence over a company’s management and strategic direction. Advisory Services Kainos’ investment advisory services provided to the Funds consist of identifying and evaluating investment opportunities, negotiating the terms of investments, managing and monitoring investments and ultimately achieving dispositions of such investments. The Funds generally invest through privately negotiated transactions in operating companies, referred to as “portfolio companies.” Each portfolio company has its own independent management team responsible for managing its day-to-day operations, although the senior principals or other personnel of Kainos, as well as affiliates or third parties appointed by us, will generally serve on such portfolio companies’ respective boards of directors or managers or otherwise act to influence control over management. In addition, in some cases, we will more directly influence the day-to-day management of the company by recruiting certain individuals in various leadership roles, such as chief executive officer, chief operating officer, chief financial officer or in other roles. Investments are made predominantly in nonpublic companies, although investments in public companies are permitted under certain circumstances. Kainos provides discretionary investment advice to the Funds,
subject to the discretion and control of the General Partners, and not individually to the Fund’s underling investors. Services are provided to the Funds in accordance with their relevant private placement or offering memorandums, investment advisory agreements, limited partnership agreements, subscription documents, side letter agreements or other organizational agreements and governing documents (together, the “Governing Documents”) and investors determine the suitability of an investment in a Fund based on, among other things, the Governing Documents. Kainos does not tailor its advisory services to the individual needs of investors in its Funds; Kainos’ investment advice and authority is tailored to the investment objectives of each Fund. Investment restrictions for the Funds, if any, are established in the Governing Documents of the applicable Fund. We do not seek nor require investor approval regarding each investment decision. Fund investors generally cannot impose restrictions on investing in certain securities or types of securities, other than through side letter agreements. Investors in the Funds participate in the overall investment program for the applicable Fund and generally cannot be excused from a particular investment except pursuant to the terms of the applicable Fund Governing Documents. In accordance with industry common practice, Kainos has entered into side letters or similar agreements with certain investors that have the effect of establishing rights under, or altering or supplementing, a Fund’s Governing Documents. Examples of side letter provisions entered into include, for example, provisions whereby investors have expressed an interest in participating in co-investment opportunities, amendment restrictions, advisory board membership, investment structuring considerations, notifications, certifications and reporting, among others. These rights, benefits or privileges are not made available to all investors, consistent with the Governing Documents and general market practice. If applicable, commencing in September 2024, we will make required disclosure of certain side letters to all investors (and in certain cases, to prospective investors) in accordance with the new Private Fund Rule. Side letters are negotiated at the time of the relevant investor’s commitment, and once invested in a Fund, investors generally cannot impose additional investment guidelines or restrictions on such Fund. There can be no assurance that the side letter rights granted to one or more investors will not in certain cases disadvantage other investors. Principal Owners/Ownership Structure Founded in 2011, the Firm is owned and managed by Messrs. Andrew S. Rosen (Managing Partner), Robert W. Sperry, Daniel J. Hopkin, Kevin E. Elliott and Jay J. Desai (collectively, our “Partners”). For more information about Kainos’ owners and executive officers, please see Kainos’ Form ADV Part 1, Schedule A and Schedule B. Regulatory Assets Under Management As of December 31, 2023, we managed regulatory assets under management of $1.977 billion, all on a discretionary basis. We do not manage Fund assets on a non-discretionary basis.