Advisory Business
Generally
The Adviser was established in 2014 and provides investment advisory services to
privately offered funds that focus primarily on private equity investments, as described below. The
Adviser is owned by Richard Cashin, James Koven, Greg Belinfanti, James Cherry, and Joerg
Zirener.
Fund Structure
The Adviser serves as the investment manager for (i) privately offered pooled investment
vehicles (and certain feeder funds and alternative investment vehicles thereof) that have made and
will make private equity investments (the “Main Funds”) and (ii) a privately offered partner co-
investment vehicle, including an alternative investment vehicle thereof (the “Partner Co-
Investment Vehicle”) that has invested, among other investments, alongside certain Adviser
managed vehicles. The Adviser has entered into an investment management agreement with
JPMorgan Chase & Co (“JPMC”) to provide certain investment management services with respect
to a portfolio company investment held by JPMC.
The Adviser has also established several co-investment vehicles, and may in the future
establish additional co-investment vehicles (and certain feeder funds thereof), in each case to allow
certain persons to invest alongside the Main Funds in a particular investment opportunity (each, a
“Single Purpose Co-Investment Vehicle” and, together with the Partner Co-Investment Vehicle,
the “Co-Investment Vehicles”). Each of the Main Funds and the Co-Investment Vehicles shall
hereinafter be referred to as a “Fund.”
As a general matter, the Funds are managed by the Adviser, who investigates, analyzes,
structures and negotiates potential investments. The Adviser has the general authority to
recommend investments to the general partner of each Fund (each a “General Partner”), subject to
the limitations set forth in the relevant Partnership Agreements or Management Agreement (as
such terms are defined below). The management and conduct of the activities of each Fund remain
the ultimate responsibility of such Fund’s General Partner. Affiliates of the Adviser serve as the
General Partners of the Main Funds, the Partner Co-Investment Vehicle and any Single Purpose
Co-Investment Vehicles.
The Partner Co-Investment Vehicle participates pro rata (based on current participation in
the relevant portfolio investment) alongside certain of the Main Funds in dispositions of the
portfolio investments and also shares in common costs and expenses (excluding management fees,
which are not owed by the Partner Co-Investment Vehicle) through a reduction in distributable
proceeds. To the extent there are no distributable proceeds, the Main Funds generally advance on
an interest-free basis such expenses on behalf of the Partner Co-Investment Vehicle. Such
dispositions may be on terms and conditions not more favorable than the terms and conditions of
the corresponding dispositions by the applicable Main Fund.
As a general matter, each of the Single Purpose Co-Investment Vehicles participates in a
single investment of one of the Main Funds
in an amount determined by the General Partner in its
sole discretion. The Single Purpose Co-Investment Vehicles will have the opportunity to
participate pro rata (based on current participation in the relevant portfolio investment) alongside
the applicable Main Fund in follow-on investments of the relevant portfolio investment and will
also share in common costs and expenses. In most cases, management fees and carried interest are
not owed by these Single Purpose Co-Investment Vehicles. However, certain Single Purpose Co-
Investment Vehicles do pay management fees and carried interest to the Adviser and its affiliates
and will not be shared with the applicable Main Fund. Each of the Single Purpose Co-Investment
Vehicles may participate in such investments, follow-on investments and dispositions on terms
and conditions not more favorable than the terms and conditions of the corresponding investments
and dispositions by the applicable Main Fund.
The investment strategy of the Funds is described in Item 8 below and set forth more fully
in the private placement memoranda (as supplemented or amended, the “Private Placement
Memoranda”), limited partnership or similar governing agreement (each, a “Partnership
Agreement”) or management agreement or other similar agreement between the Adviser and such
Fund (or as applicable to such Fund) (each, a “Management Agreement” and, together with any
relevant Private Placement Memorandum and Partnership Agreement, the “Governing
Documents”), as applicable. The Adviser provides services to each Fund in accordance with the
relevant Partnership Agreement or Management Agreement.
The limited partners, investors and members of the Funds described above are collectively
referred to as “Limited Partners” or “investors” in this Brochure.
Investment Restrictions
The advice provided by the Adviser and its affiliates to each Fund is tailored to meet the
individual investment objectives and restrictions of each Fund and not that of individual Limited
Partners. Each Partnership Agreement or Management Agreement, as applicable, imposes
restrictions on investing in certain securities or types of securities. Investors in the Funds
participate in the overall investment program for the applicable Fund, but in certain circumstances
are excused from a particular investment due to legal, regulatory or other agreed-upon
circumstances pursuant to the relevant Partnership Agreement; for the avoidance of doubt, such
arrangements generally do not and will not create an adviser-client relationship between the
Adviser and any investor. The Funds or the General Partners have entered into side letters or other
similar agreements (“Side Letters”) with certain investors that have the effect of establishing rights
under, or altering or supplementing the terms (including economic or other terms) of, the
Partnership Agreement with respect to such investors.
Management of Client Assets
As of December 31, 2023, the Adviser manages $10,937,543,849 of client assets on a
discretionary basis and $64,319,883 on a non-discretionary basis.