Balmoral Management, a Delaware limited partnership and a registered investment
adviser, and its affiliated investment advisers provide investment advisory services to affiliated
private investment funds. Balmoral Management commenced operations in 2012.
Balmoral Management’s clients include the following (each, a “Fund,” and together with
any future private investment fund to which Balmoral Management or its affiliates provide
investment advisory services, the “Private Investment Funds”):
• Balmoral Special Situations Fund III L.P. (“BSSF III”)
• Balmoral Special Situations Fund II L.P. (“BSSF II”)
• Balmoral Special Situations Fund IV L.P. (“BSSF IV”)
• Balmoral Pallet Partners II L.P.
The following are the investment advisers affiliated with Balmoral Management1:
• Balmoral Capital Advisors LLC
• Balmoral Management III, L.P (“BM III”)
• Balmoral Management IV L.P. (“BM IV”)
• Balmoral Pallet Management L.P.
(each and Balmoral Management, a “General Partner” and together with Balmoral
Management and their affiliated entities “Balmoral”).
Balmoral Funds LLC, the general partner of Balmoral Management, holds all employees
and incurs operating expenses such as compensation of its employees, rent, utilities and general
office expenses.
Each General Partner is registered under the Investment Advisers Act pursuant to Balmoral
Management’s registration in accordance with SEC guidance (i.e., relying advisers). This
Brochure also describes the business practices of each General Partner, which operate as a single
advisory business together with Balmoral Management.
The Private Investment Funds are private equity funds and invest through negotiated
transactions in operating entities. Balmoral’s investment advisory services to the Private
Investment Funds consist of identifying and evaluating investment opportunities, negotiating
investments, managing and monitoring investments, and achieving dispositions for such
investments. Investments are made predominantly in non-public companies, although investments
in public companies are permitted.
Certain senior principals, and sometimes other personnel of Balmoral Management or its
affiliates serve on the portfolio companies’ respective boards of directors, which allows them to
have some influence and control over the management of portfolio companies held by the Private
1 All of these entities are “relying advisers” and together with Balmoral
Management are filing a single Form ADV in
reliance on the SEC No Action Letter to the American Bar Association (January 18, 2012). Please see our Form ADV
Part 1 a
t www.adviserinfo.sec.gov for additional information regarding these relying advisers.
Investment Funds. Please refer to Item 5 below for information regarding compensation received
for the performance of services by certain senior executives of Balmoral Management. Balmoral
Management’s advisory services for Private Investment Funds are detailed in the applicable private
placement memoranda and limited partnership agreements (“Offering Documents”) and are further
described below under “Methods of Analysis, Investment Strategies and Risk of Loss.”
Investors in the Funds participate in the overall investment program for the applicable Fund
but may be excused from a particular investment due to legal, regulatory or other applicable
constraints. In addition, the Funds or the General Partners are permitted to enter, as outlined in the
Funds’ Offering Documents, and have entered into side letters or other similar agreements with
certain investors, which have the effect of establishing rights under or altering or supplementing
the relevant Limited Partnership Agreement, including by providing, among other things, different
information rights, co-investment rights, liquidity or transfer rights, and other economic rights,
including management fee and carried interest rights that can be material. Side letters can create
conflicts of interest since they give certain investors preferential rights; however, each Private
Investment Fund with side letters provide all its investors with a written summary of the side letters
in place, and these rights and others are generally subject to a requirement that they be offered to
all investors in the relevant Fund.
As of December 31, 2023, Balmoral managed approximately $ $1,237,690,001 in Funds’
assets on a discretionary basis. Balmoral Funds LLC, a California limited liability company, acts
as the general partner of Balmoral Management. Balmoral Management is primarily owned by
Jonathan Victor, Samuel Victor, and Robin Nourmand.
For more detailed information on the services Balmoral Management and its affiliates
provide to the Funds and the underlying portfolio companies, please refer to the Funds’ Offering
Documents.