The Adviser, a Delaware limited partnership and a registered investment adviser, provides
investment advisory services to investment funds privately offered to qualified investors in the
United States and other countries. The Adviser commenced operations in September 2021. The
Adviser, together with the General Partners (defined below) and its advisory affiliates provide
investment advisory services to the following privately offered pooled investment vehicles and
certain co-investment funds (including any parallel, feeder, alternative, or special purpose vehicle,
each a “Fund” and together with any future private investment funds to which the Adviser or its
affiliates provide investment advisory services, the “Funds”):
• Tidemark Fund I LP
• Tidemark Fund I-A LP
• Tidemark Executive Fund I LP
• Kai Opportunity Fund LP
The Adviser also is permitted to serve as investment adviser to additional Executive Funds
(as defined below) offered to employees, affiliates and other investors with a relationship to the
Adviser or its personnel.
The Adviser provides discretionary investment management services through affiliated
general partners of the Funds (collectively, the “General Partners” and each a “General Partner”,
and together with the Adviser, “Tidemark”). Each General Partner is subject to the Advisers Act
pursuant to the Adviser’s registration in accordance with SEC guidance. This Brochure also
describes the business practices of the General Partners, which operate as a single advisory
business together with the Adviser.
The Funds are private equity funds and invest through negotiated transactions in operating
entities, referred to herein as “Portfolio Companies or Portfolio Company.” Tidemark’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 equity and public and private debt securities are permitted,
including debt securities of affiliated portfolio companies. From time to time, where such
investments consist of portfolio companies, the Adviser’s senior personnel or its affiliates are
permitted to 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.
The advisory services to the Funds are detailed in the applicable Fund’s private placement
memoranda or other offering documents (each, a “Memorandum”), limited partnership or other
operating agreements (each, a “Partnership Agreement” and, together with any relevant
Memorandum, the “Governing Documents”) and, as applicable, are further described below
under “Methods of Analysis, Investment Strategies and Risk of Loss.” 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 Governing Documents; 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 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, from time to time and as permitted by the Governing Documents, Tidemark
offers co-investment opportunities (including the opportunity to participate in co-investment
vehicles) to certain investors, Limited Partners (as defined below), a group of the Adviser’s
strategic fellows, venture partners, advisors and other persons engaged, employed or retained by
Tidemark to create a value creation group (collectively, the “Tidemark Ecosystem”), Tidemark
personnel and/or certain other persons associated with Tidemark and/or its affiliates), in each case
on terms to be determined by Tidemark in its sole discretion. Such co-investments typically
involve investment and disposal of interests in the applicable portfolio investment at the same time
and on the same terms as the Fund making the investment. However, from time to time, 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 investment (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 Tidemark’s sole discretion, Tidemark 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 such amounts are not so charged or reimbursed, they
generally will be borne by the relevant Fund.
The Adviser is principally owned by David Yuan, the Adviser’s founder (the “Founder”).
Tidemark Capital LLC serves as general partner to the Adviser and is also wholly owned by David
Yuan.
As of December 31, 2023, The Adviser managed approximately $598,885,895
in regulatory assets on a discretionary basis.