The mission and thesis of Manna Tree Partners, LLC (“Manna Tree” or the “Firm”) is to invest in
human health by supporting and scaling companies that, in the Firm’s view, innovate the health
industry and improve the health of consumers. Manna Tree was formed in May of 2018 to advise
pooled investment vehicles that are typically structured as limited partnerships (each a “Fund”, and
collectively the “Funds” and except where context requires, includes references to the SPVs (as
defined below)) on the investment of capital. Manna Tree is owned by Gabrielle Rubenstein and Ross
Iverson. The Funds are the Firm’s only advisory clients.
Manna Tree will seek to invest the Funds primarily in privately negotiated equity and equity-related
investments in companies whose primary business relates to the formulation, manufacturing,
processing, packaging, labeling, distribution, importation, marketing, sale, or storage of food and
drink, nutrition and/or personal nutrition products primarily in the United States (the “portfolio
companies,” “investments,” or “portfolio investments”). Manna Tree’s management services include
analyzing, selecting, monitoring and maintaining the Investments.
Members of Manna Tree’s executive and senior team typically serve on the board of directors for
portfolio companies . From time to time, Manna Tree engages independent operating partners
(“Operating Partners”) to serve as Manna Tree’s representative on the board of directors of a
portfolio company. Consistent with the Funds’ Offering Documents (as defined below), Manna Tree’s
Operating Partners: keep Manna Tree informed about the status of portfolio companies and Fund
investments; report on board and committee meetings and material developments; assist Manna
Tree in analyzing and evaluating portfolio company plans, business, and impact on Manna Tree’s
investment and strategic goals for the Funds.
Manna Tree’s advisory services are tailored to the Funds and their investment objectives and other
criteria, as established in their Offering Documents (as defined below) and/or investment
management agreements with Manna Tree and will be tailored to any future funds or other advisory
clients. Investors in the Funds (the “Investors” or “Limited Partners”) do not enter into investment
management agreements with Manna Tree and are not considered advisory clients. Investors cannot
impose restrictions on the Funds’ investment in certain securities or types of securities, however
Investors will be excused from particular investments due to legal, regulatory or other applicable
constraints as agreed to by Manna Tree. This Brochure is provided to the Investors and is also
qualified in its entirety by each Fund’s private placement memorandum (the “Private Placement
Memorandum”), limited partnership agreement (the “Limited Partnership Agreement” and except
where context requires, includes references to the SPV Limited Partnership Agreements (as defined
below)) and governing documents (collectively with the Private Placement Memorandum and
Limited Partnership Agreement, the “Offering Documents” and except where context requires,
includes references to the SPV Offering Documents (as defined below)).
From time to time, the right to co-invest alongside a Fund (“Co-Investment Rights”) will be offered to
Investors, non-Investors, and principals and Supervised Persons (defined below) of Manna Tree.
Generally, Co-Investment Rights are offered when a Fund is making an investment in a company
which requires capital in excess of a Fund’s concentration limits and/or outside of other investment
restrictions described in the Offering Documents. Manna Tree generally utilizes a special purpose
vehicle (“SPV”) for each unique co-investment opportunity. This Brochure is provided to investors in
the SPVs and is also qualified in its entirety with respect to the SPVs by each SPV’s limited partnership
agreement (the “SPV Limited Partnership Agreement”) and governing documents (the “SPV Offering
Documents”).
Manna Tree has the sole discretion to determine the parties to whom it offers Co-Investment Rights
and the relative amounts offered to each party, subject to any Side Arrangements (as defined
below).
When allocating co-investment opportunities, Manna Tree considers certain factors, which include,
but are not limited to:
• The profile of the investment opportunity;
• The size and financial resources of the potential co-investor and the ability of that person or
entity to efficiently and expeditiously participate in the investment opportunity with the
relevant Fund;
• Any confidentiality concerns Manna Tree has that arise in connection with providing the
potential co-investor with specific information relating to the investment opportunity;
• Manna Tree’s and the investment opportunities’ past and current experiences and current
and potential relationships with the potential co-investor;
• Manna Tree’s evaluation of whether the investment opportunity subjects the potential co-
investor to legal, regulatory, reporting, public relations, media or other burdens that make it
less likely that the potential co-investor would act upon the investment opportunity if
offered;
• Manna Tree’s evaluation of whether the co-investor is able to provide strategic perspectives
and/or credibility or otherwise add value to the investment at the operational level; and
• Manna Tree’s consideration of a party’s stated desire to participate in co-investments.
The general partner of each Fund and SPV (the “General Partner”),* enters into side letters or other
agreements (“Side Arrangements”) with certain individual Limited Partners that have the effect of
establishing rights under, or altering or supplementing, the terms of the Limited Partnership
Agreement. Any rights established, or any terms of the Limited Partnership Agreement altered or
supplemented in a Side Arrangement with a Limited Partner will govern with respect to such Limited
Partner. These terms include, for example, the right to receive favorable rights or economic
arrangements, such as the: (i) waiver or alteration of the management fee and/or carried interest or
minimum investment amount; (ii) grant of certain excuse or exclusion rights in respect of the Fund
and/or certain portfolio companies (which may increase the percentage interest of other Limited
Partners in, and contribution obligations of other Limited Partners with respect to, such portfolio
companies); (iii) providing additional and/or specialized reporting or information about the Fund;
(iv) waiver of certain confidentiality obligations; (v) consent of the General Partner to certain
transfers by the Limited Partner; or (vi) grant of rights or terms necessary in light of particular legal,
regulatory or public policy characteristics of a Limited Partner.
Manna Tree typically receives a management fee, carried interest or both, either directly or
indirectly, in connection with Co-Investment Rights and Side Arrangements. Further, Manna Tree
* Each Fund’s and each SPV’s general partner is either Manna Tree Partners Fund I GP, LP or MT
Nutrition II GP, LP. For more information, see Item 10 of this Brochure.
offers Co-Investment Rights to and enters into Side Arrangements with parties which it has pre-
existing financial and other relationships. These factors give the Firm an incentive to allocate a
greater percentage of investment opportunities through Co-Investment Rights and Side
Arrangements than it might otherwise. This could potentially result in a Fund receiving a less than
optimum allocation of the investment opportunity. However, all Co-Investment Rights and Side
Arrangements are made in accordance with the terms of the Funds’ Offering Documents and
investment management agreements. Manna Tree is committed to acting at all times in the best
interests of the Funds and maintains policies and procedures to mitigate the conflict of interests
associated with Co-Investment Rights and Side Arrangements. For more information on the conflicts
of interest associated with Co-Investment Rights and Side Arrangements, see Item 8 of this Brochure.
As of December 31, 2023, Manna Tree manages approximately $563 million dollars on a
discretionary basis. Manna Tree does not manage assets on a non-discretionary basis.