Recognize, a Delaware limited partnership and a registered investment adviser, and its
affiliated investment advisers provide investment advisory services to investment funds privately
offered to qualified investors in the United States and elsewhere.
Recognize provides investment advisory services to private investment funds (each, a
“Fund,” and collectively, together with any future private investment fund to which Recognize
and/or its affiliates provide investment advisory services, the “Funds”). To the extent Recognize
provides services to one or more Funds, it establishes general partner entities or equivalent
governing entities that are affiliated with Recognize (each, a “General Partner” and collectively,
together with any future affiliated general partner entities, the “General Partners”). Each General
Partner is subject to the Advisers Act pursuant to Recognize’s registration in accordance with SEC
guidance. References herein to Recognize include the General Partners, unless the context requires
otherwise. This Brochure also describes the business practices of the General Partners, which
operate as a single advisory business together with Recognize.
The Funds are private equity funds and invest through negotiated transactions in operating
entities, generally referred to herein as “portfolio companies.” Recognize’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 for
such investments. Although investments are made predominantly in non-public companies,
investments in public companies are permitted. Where such investments consist of portfolio
companies, the senior principals or other personnel of Recognize or its affiliates generally serve
on such portfolio companies’ respective boards of directors or otherwise act to influence control
over management of portfolio companies in which the Funds have invested.
Recognize’s advisory services to the Funds are detailed in the relevant private placement
memoranda or other offering documents (each, a “Memorandum”), limited partnership or other
operating agreements of the Funds (each, a “Partnership Agreement” and, together with any
relevant Memorandum, the “Governing Documents”) and are further described below under
“Methods of Analysis, Investment Strategies and Risk of Loss.” Investors in the Funds (generally
referred to herein as “investors” or “limited partners”) participate in the overall investment
program for the applicable Fund, but in certain circumstances are excused from a particular
investment due to legal, regulatory, tax or other agreed-upon circumstances pursuant
to the
Governing Documents; for the avoidance of doubt, such arrangements generally do not and will
not create an adviser-client relationship between Recognize and any investor. The Funds or the
General Partners generally enter 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 Governing Documents with respect to such
investors.
Additionally, as permitted by the Governing Documents, Recognize expects to provide (or
agrees to provide) investment or co-investment opportunities (including the opportunity to
participate in co-invest vehicles) to certain investors or other persons, including other sponsors,
market participants, finders, consultants, executives, founders, and other service providers,
portfolio company management or personnel, Recognize personnel and/or certain other persons
associated with Recognize and/or its affiliates. Such co-investments typically involve investment
and disposal of interests in the applicable portfolio company at substantially the same time and on
substantially the same terms as the Fund making the investment. However, for strategic and other
reasons, a co-investor or co-invest vehicle (including a co-investing Fund) purchases a portion of
an investment from one or more Funds after such Funds have consummated their investment in
the portfolio company (also known as a post-closing sell-down or transfer), which generally will
have been funded through Fund investor capital contributions and/or use of a Fund credit facility.
Any such purchase from a Fund by a co-investor or co-invest vehicle generally occurs shortly after
the Fund’s completion of the investment to avoid any changes in valuation of the investment, but
in certain instances could be well after the Fund’s initial purchase. Where appropriate, and in
Recognize’s sole discretion, Recognize reserves the right to charge interest on the purchase to the
co-investor or co-invest vehicle (or otherwise equitably to adjust the purchase price under certain
conditions), and to seek reimbursement to the relevant Fund for related costs. However, to the
extent any such amounts are not so charged or reimbursed (including charges or reimbursements
required pursuant to applicable law), they generally will be borne by the relevant Fund.
As of December 31, 2023, Recognize managed $1,438,552,467 in client assets on a
discretionary basis. Recognize Partners GP LLC acts as the general partner of Recognize.
Recognize is controlled by Francisco D’Souza, Charles Phillips, and David Wasserman
(collectively, the “Principals”), each a Co-Founder and Founding Managing Partner of Recognize.