Periscope Equity LLC (together with its fund general partners (unless otherwise specified),
“Periscope” or the “Firm”), a Delaware limited liability company, is a private equity firm based in
Chicago. Founded in 2012 to invest in lower middle-market technology-enabled service and software
companies, Periscope seeks to leverage data and technology to accelerate the services economy.
Periscope serves as the investment adviser for, and provides discretionary investment advisory services
to, private funds as well as to co-investment special purpose funds established to invest alongside a
fund in a single portfolio company (the “Co-Investment Funds” and collectively with the private
funds, the “Funds” unless the context otherwise requires). In certain circumstances, as more fully
described in Item 7 below, the Firm also permits certain investors and third parties to co-invest
alongside a Fund directly into a portfolio company. Unlike the Co-Investment Funds mentioned
above, such direct co-investments are not considered Funds or clients of Periscope.
Each Fund is affiliated with a general partner (“General Partner”) with authority to make investment
decisions on behalf of the Funds. These General Partners are deemed registered under the Investment
Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder (“Advisers
Act”), pursuant to Periscope’s registration in accordance with SEC guidance. The applicable General
Partner of each Fund retains investment discretion and investors in the Funds do not participate in
the control or management of the Funds. While the General Partners maintain ultimate authority
over the respective Funds, Periscope has been designated the role of investment adviser. For more
information about the Funds and General Partners, please see Periscope’s Form ADV Part 1, Schedule
D, Section 7.A. and Section 7.B.(1).
Periscope provides investment advisory services as a private equity fund manager to its Funds. The
Funds invest through privately negotiated transactions in operating companies, generally referred to
as “portfolio companies.” Each portfolio company has its own independent management team
responsible for managing its day-to-day operations, although (i) members of Periscope or
representatives appointed by the Firm are expected to serve on the boards of, or otherwise act to
influence control of the management of, such portfolio companies and will therefore have a significant
impact on the long-term direction of the company, including the selection of management team
members and (ii) in some cases, Periscope will more directly influence the day-to-day management of
a portfolio company by recruiting and installing certain individuals in various leadership roles, such as
chief executive officer, chief operating officer, chief financial officer or in other roles. Periscope’s
investment advisory services to the Funds consist of identifying and evaluating investment
opportunities, negotiating the terms of investments, managing and monitoring investments and
achieving dispositions of such investments. Investments
are made predominantly in non-public
companies, although investments in public companies are permitted in certain instances.
Periscope’s investment advice and authority for each Fund is tailored to the investment objectives of
that Fund; Periscope does not tailor its advisory services to the individual needs of investors in its
Funds. The Fund investment objectives are described in and governed by, as applicable, the private
placement memorandum, limited partnership agreement, subscription agreements, investment
advisory agreements, side letter agreements and other governing documents of the relevant Fund
(collectively, “Governing Documents”) and investors determine the suitability of an investment in a
Fund based on, among other things, the Governing Documents. The Firm does not seek nor require
investor approval regarding each investment decision.
Fund investors generally cannot impose restrictions on investing in certain securities or types of
securities, other than through side letter agreements. Investors in the Funds participate in the overall
investment program for the applicable Fund and generally cannot be excused from a particular
investment except pursuant to the terms of the applicable Governing Documents. In accordance with
industry common practice, Periscope has entered into side letters with certain investors including
those who make substantial commitments of capital or were early-stage investors in the Funds, or for
other reasons in the sole discretion of Periscope in each case that have the effect of establishing rights
under, or altering or supplementing, a Fund’s Governing Documents. Examples of side letters entered
into include provisions whereby investors have expressed an interest in participating in co-investment
opportunities (and for Fund I, certain co-investment rights for investors over a threshold commitment
amount in the event co-investment was offered), certain fee arrangements, notification provisions,
reporting requirements, advisory committee representation and “most favored nations” provisions,
among others. These rights, benefits or privileges are not always made available to all investors,
consistent with the Governing Documents and general market practice. Commencing in March 2025,
Periscope will make required disclosure of certain side letters to all investors (and in certain cases, to
prospective investors) in accordance with the new Private Fund Rule. Side letters are negotiated at
the time of the relevant investor’s capital commitment, and once invested in a Fund, investors
generally cannot impose additional investment guidelines or restrictions on such Fund. There can be
no assurance that the side letter rights granted to one or more investors will not in certain cases
disadvantage other investors.
Periscope does not participate in wrap fee programs.
Principal Owner
Periscope is owned by Managing Partner Steven Jarmel.
Regulatory Assets Under Management
As of December 31, 2023, Periscope managed approximately $436,305,427 in Fund regulatory assets,
all managed on a discretionary basis.