A. Introduction
SightLine Partners LLC (“SightLine”) is a private equity firm formed in 2004 that primarily manages
special situation funds to provide liquidity alternatives for investors in privately held companies.
The principal owners of SightLine as of December 31, 2020 are Buzz Benson, Vicki Benson, and Kunal
Paymaster (collectively the “Principals”).
SightLine provides discretionary investment advisory services to a number of private pooled investment
funds (the “Funds”).
SightLine also has a related adviser – 10K Lakes Capital, LLC. 10K Lakes Capital, LLC started providing
advisory services in June 2021 to 10K Lakes Fund II, LP and will be the related adviser on any new funds
going forward.
Secondary Funds
In April 2009, SightLine formed the SightLine Healthcare Opportunity Fund, LLC (“OppFund I”). In
December 2023, the non-cash assets were distributed in-kind and the remaining cash was distributed
per the existing membership ownership interests. The fund was closed prior to year-end 2023.
In 2012, SightLine formed SightLine Healthcare Opportunity Fund II-A, L.P. and SightLine Healthcare
Opportunity Fund II-B, L.P., and in 2013 formed SightLine Healthcare Opportunity Fund II, L.P., which are
parallel Funds (each of the three parallel Funds a “Side-by-Side Fund” and collectively “OppFund II”).
Please see further details as to how SightLine defines secondary investing in Item 8.
In April 2018, SightLine formed MS Pace LP (“MS Pace”), a secondary fund which acquired a pre-
identified portfolio of minority equity interest positions in private companies, debt securities of private
companies, pooled investment vehicle interests and certain other securities. Please see further detail as
to how SightLine defines secondary investing in Item 8.
In December 2019, SightLine formed 10K Lakes Fund I LP (“10K Fund I”), a secondary fund which
acquired a pre-identified portfolio of securities in private companies. Please see further detail as to how
Sightline defines secondary investing in Item 8.
In June 2021, 10K Lakes Capital, LLC formed 10K Lakes Fund II LP (“10K Fund II”), a secondary fund which
acquired a pre-identified portfolio of securities in private companies. Please see further details as to
how Sightline & 10K Lakes Capital define secondary investing in Item 8.
SPV Funds
As described further in Item 10, SightLine entered into a strategic partnership with Easterly Partners
Group LLC and Easterly Partners’ wholly owned affiliate, Easterly Securities LLC (“Easterly”) in May of
2017. In connection with this partnership, SightLine and Easterly formed SightLine Coventure LLC
(“Coventure”). Coventure was established to be the Managing Member of a series of Special Purpose
Vehicles (SPV Funds) created to make certain investments. As of November 15, 2021, SightLine
Coventure LLC was dissolved. All SPV Funds created with Coventure as the Managing Member will now
be managed by SightLine Partners.
In 2018, SightLine formed SightLine Emerald SPV, LLC (“Emerald SPV”), which is a SPV Fund. OppFund II
and Emerald SPV both made investments in the same security of one underlying Portfolio Company.
SightLine may in the future form additional SPV Funds to invest in certain companies as part of
Sightline’s secondary investment strategy.
SightLine, or an affiliate, may offer co-investment opportunities in future SPV Funds to existing investors
in OppFund II as well as outside parties pursuant to the terms of the limited partnership agreement.
Advisory Structure
The activities of each Fund are governed by either a limited partnership agreement or an operating
agreement (each a “Fund Agreement”), that specifies the specific investment guidelines and investment
restrictions applicable to each Fund.
Typically, affiliated entities of SightLine serve as the general
partners (each a “General Partner”) or as
the managing members of each Fund (the “Managing Member” and together with the General Partner,
the “Advisory Affiliates”). Each of the Advisory Affiliates is a related person of SightLine. SightLine,
together with the Advisory Affiliates, provides investment management and/or investment supervisory
services. SightLine may serve as the investment advisor, manager, or service company to a Fund, or as
the general partner or managing member of an Advisory Affiliate, to provide such services. Typically,
SightLine manages each Fund’s investments pursuant to an investment management agreement.
Generally, each Advisory Affiliate retains management authority over the business and affairs of the
Funds for which it serves as General Partner or Managing Member but delegates its investment
discretion to SightLine. However, please see below for details regarding OppFund I.
B. Types of Advisory Services
SightLine offers investment advice solely with respect to the investments made by the Funds. Such
services consist of investigating, identifying, and evaluating investment opportunities, structuring,
negotiating, and making investments on behalf of the Funds, managing and monitoring the performance
of such investments, and disposing of such investments. The Funds invest in private company securities
(“Portfolio Companies”).
The Funds seek to complete secondary transactions via various types of investment structures in later
stage, typically revenue-generating, medical technology companies.
SightLine generally has broad and flexible investment authority with respect to the Funds. Each Fund’s
investment objective and strategy is set forth in the respective Fund’s governing documents. All
investors in the Funds (“Investors”) are provided with a Fund Agreement and, in the case of certain
Funds, a confidential private placement memorandum or other offering documents prior to making an
investment. Investors are urged to carefully review those documents prior to making an investment in
the Fund.
C. Client Investment Objectives and Restrictions
SightLine tailors its investment advice to each Fund in accordance with the Fund’s investment objectives
and strategy as set forth in the relevant Fund Agreement and, if applicable, confidential private
placement memorandum.
Generally, SightLine does not tailor its advisory services to the individual needs of Investors and does not
accept any sort of investment restrictions as it relates to the Funds. Notwithstanding the above,
OppFund I was formed for a single strategic Investor (the “OppFund I Investor”). As such, the terms of
OppFund I were individually negotiated. The OppFund I Investor was able to impose restrictions on the
investments made by OppFund I. OppFund I was closed in December 2023.
SightLine or an Advisory Affiliate has entered into side letter agreements with certain OppFund I
Investors. OppFund I was closed in December 2023. Side letters are negotiated prior to an investment
into a Fund and may establish rights that supplement, or alter the terms of, the applicable Fund
Agreement. Pursuant to such side letters SightLine or an Advisory Affiliate has granted rights to certain
Investors which are not available to other Investors (including without limitation, advisory board
representation, transparency rights, reporting rights, and co-investment rights). Once invested in a
Fund, Investors generally cannot impose additional investment guidelines or restrictions on such Fund.
D. Wrap-Fee Programs
Not applicable. SightLine does not participate in wrap fee programs.
E. Assets under Management
As of December 31, 2023, SightLine and 10K Lakes Capital, LLC managed approximately $137 million of
client assets based on the audited fair market values of the underlying funds on a discretionary basis
and $0 of client assets on a non-discretionary basis.