A. General Description of Advisory Firm. The Adviser is an investment adviser with its principal place
of business in Baltimore, MD. The Adviser commenced operations as an investment adviser on June 27,
2013. Joseph Milano is the founder and principal of the Adviser.
The Adviser entered into an agreement (the “BFC Agreement”) with Baird Financial Corporation (“BFC”)
whereby BFC made a significant investment in the Adviser in consideration for an equity interest in the
Adviser and certain limited consent rights. Although BFC is deemed to “control” the Adviser for purposes
of Form ADV, the Adviser renegotiated the terms of the BFC Agreement effective January 1, 2017,
reducing BFC’s minority equity interest in the Adviser and reducing the scope of such limited consent
rights.
B. Description of Advisory Services (including any specializations). The Adviser provides (1)
investment advisory services on a discretionary basis to clients which are commingled private funds
intended for institutional investors and other sophisticated investors and (2) investment subadvisory
services on a discretionary basis to certain private funds, registered investment companies, and
institutional clients whose primary investment advisers have delegated to the Adviser such services
pursuant to subadvisory agreements (referred to herein as separately managed accounts, “SMAs”).
Currently, the Adviser provides investment advisory services to (i) three commingled private fund (hedge
fund) clients, namely Greenhouse Onshore Fund LP (the “Onshore Fund”), Greenhouse Overseas Fund
Ltd. (the “Overseas Fund”) and Greenhouse Master Fund LP (the “Master Fund”) (the Onshore Fund and
Overseas Fund also known as the “Feeder Funds” and, collectively,
the "Funds"), which are private
investment funds that are offered to “accredited investors” and “qualified purchasers” (as defined in
applicable federal securities laws and regulations) and (ii) two commingled private fund (long only) clients,
namely Greenhouse Long Only Onshore Fund LP (the “LO Onshore Fund”) and Greenhouse Long Only
Master Fund LP (the “LO Master Fund”) (the LO Onshore Fund also known as the “LO Feeder Fund” and,
collectively, the "LO Funds"), which are private investment funds that are offered to “accredited investors”
and “qualified purchasers” (as defined in applicable federal securities laws and regulations). The Funds
and LO Funds utilize a “master-feeder” structure whereby the Feeder Funds and LO Feeder Fund invest
all their investible assets in, and conduct their investment activities through, the Master Fund and LO
Master Fund, respectively. The Adviser also provides investment subadvisory services to SMAs one of
which is the Baird Equity Opportunity Fund (“BEOF”). BEOF is a series of Baird Funds, Inc. which is an
open-end investment company registered under the Investment Company Act of 1940.
Most of the Adviser’s investment advisory services relate to equity securities.
C. Availability of Tailored Services for Individual Clients. The Adviser tailors its advisory services to
the investment mandate of the (i) Funds and LO Funds as disclosed in their offering documents and
organizational agreements and (ii) SMAs as detailed within their subadvisory agreements or prospectus.
D. Wrap Fee Programs. The Adviser does not participate in wrap fee programs.
E. Client Assets Under Management. As of December 31, 2023, the Adviser managed $1,939,737,000
in gross assets. The Adviser manages clients’ assets only on a discretionary basis.