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Adviser Profile

As of Date 08/09/2024
Adviser Type - Large advisory firm
Number of Employees 64 -33.33%
of those in investment advisory functions 13 -66.67%
Registration SEC, Approved, 01/18/2018
AUM* 2,379,764,040 -28.28%
of that, discretionary 2,379,764,040 -28.28%
Private Fund GAV* 2,737,681,354 -37.52%
Avg Account Size 475,952,808 29.10%
SMA’s No
Private Funds 4 5
Contact Info 212 xxxxxxx
Websites

Client Types

- Pooled investment vehicles

Advisory Activities

- Portfolio management for pooled investment vehicles

Compensation Arrangments

- A percentage of assets under your management
- Performance-based fees

Recent News

Reported AUM

Discretionary
Non-discretionary
4B 4B 3B 2B 2B 1B 584M
2017 2018 2019 2020 2021 2022 2023

Private Funds



Employees

Private Funds Structure

Fund Type Count GAV
Fund TypeHedge Fund Count1 GAV$1,847,321,246
Fund TypePrivate Equity Fund Count3 GAV$890,360,108

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Brochure Summary

Overview

TSPI, LP (the “Adviser” or “Sightway”) is a Delaware limited partnership that provides investment advisory services to privately offered investment funds. The Adviser commenced operations as Sightway Capital, LP in January 2018, and changed its legal name to TSPI, LP on August 18, 2020. Two Sigma Management, LLC is the general partner of the Adviser. Trusts established by John A. Overdeck and David M. Siegel are the principal owners of the Adviser. This Brochure relates to the investment advisory activities conducted by the Adviser under its Sightway Capital business line. The Adviser’s Sightway Capital advisory clients consist solely of the following private investment funds. Further information regarding the investment strategy and terms of the private investment funds are detailed in their respective offering documents. Sightway Funds The Adviser currently manages Sightway Fund I (comprised of Sightway Capital I (Domestic), LP, Sightway Capital I (Offshore), LP and a fund-of-one co-investment vehicle established to facilitate certain investments alongside Sightway Fund I and certain other investments for a single investor “Sightway I Fund-of-One”) (together, the “Sightway Funds”). The Sightway Funds generally seek to build platform companies in asset intensive industries (these investments and investments made by the TSPI Fund (defined below), generally referred to as “portfolio investments” or “portfolio companies”). The strategies the Sightway Funds pursue are long-term and discretionary in nature. The Sightway Funds generally seek to achieve absolute returns commensurate with a corresponding level of investment and liquidity risk. As manager of the Sightway Funds, the Adviser identifies and evaluates investment opportunities, negotiates the terms of investments, manages and monitors investments and seeks to achieve 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 Sightway 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 Sightway Funds have invested. Investors in the Sightway Funds (generally referred to herein as “investors” or “limited partners”) participate in the overall investment program for the applicable Sightway Fund, but in certain circumstances are excused from a particular investment due to legal, regulatory or other agreed-upon circumstances pursuant to the relevant Fund Agreement (as defined below). Such arrangements generally do not and will not create an adviser-client relationship between the Adviser and any investor. The Sightway Funds or the applicable general partner entity generally enter into side letters or other similar agreements (“Side Letters”) with certain investors that have the effect of establishing rights (including economic or other terms) under, or altering or supplementing the terms of, the relevant Fund Agreement with respect to such investors. Other than those restrictions set forth in the applicable Fund Agreement, investors generally may not impose restrictions on investing in certain securities or certain types of securities. Sightway Fund I was formed to acquire interests in (and to further capitalize, develop, manage and dispose of) an existing pool of nine platform investments that were previously held, directly or indirectly, by a legacy private fund vehicle (Two Sigma Private Investments Fund LLC, or the “TSPI Fund”), the equity of which is directly or indirectly owned by current or former partners and personnel (or their estate planning or other similar vehicles) of the Adviser, Two Sigma Investments, LP (“TSI” and, together with the Adviser and its other affiliates, “Two Sigma” or “Two Sigma Affiliates”) and other Two Sigma Affiliates. The TSPI Fund is discussed further below. Securitized Asset Funds The Adviser acts as manager to SWC Funding LLC (“Securitized Asset Fund”) (together with the Sightway Funds, the TSPI Fund and any future vehicles managed under Adviser’s Sightway Capital business line, the “Private Investment Funds” or “Funds,” and each individually a “Fund”) and its wholly-owned subsidiary, SWC Holding LLC (“SWC Holding”). The equity of the Securitized Asset Fund is directly or indirectly owned by current or former partners and personnel (or their estate planning or other similar vehicles) of the Adviser and its affiliates. The sole member of the Securitized Asset Fund is the TSPI Fund (in such capacity, the “SWC Member”). The Securitized Asset Fund is managed by a board of three or more directors as designated by the SWC Member. The Securitized Asset Fund issued collateralized fund obligations (“Notes”), which are owned by third-party noteholders (“Noteholders”). The Notes were issued pursuant to an indenture (the “Indenture”) between the Securitized Asset Fund and Wells Fargo Bank, National Association as trustee (the “Trustee”) and are secured by (i) the Securitized Asset Fund’s limited liability interests in SWC Holding, its wholly-owned subsidiary, (ii) certain bank accounts of the Securitized Asset Fund and (iii) the proceeds of distributions that the Securitized Asset Fund receives from SWC Holding’s interests. The Securitized Asset Fund owns a portfolio of investments (“Third-Party Fund Investments”) in pooled investment vehicles managed by third-party general partners and/or investment managers (“Third-Party Fund Managers”), which investments were each acquired from the TSPI Fund. The Adviser manages the Third-Party Fund Investments and performs various other management services, including the selection of subsequent Third-Party Fund Investments. The assets of the Securitized Asset Fund consist primarily of interests in its underlying investment holding vehicle (SWC Holding), whose assets in turn primarily consist of the Third-Party Fund Investments. The Adviser expects that the Securitized Asset Fund will invest in certain eligible investments for cash management purposes. SWC Holding may acquire additional Third-Party Fund Investments from, or sell Third- Party Fund Investments to, the TSPI Fund in the future. The board of the Securitized Assets Fund established an independent conflicts advisory board (the “Conflicts Advisory Board”) that is responsible for reviewing and consenting
on behalf of the Securitized Assets Fund to any further transfers of assets from TSPI Fund to SWC Holding that could reasonably be deemed “principal transactions,” in accordance with the Advisers Act Section 206(3) requirements. SWC Holding may also sell Third-Party Fund Investments to the TSPI Fund pursuant to and subject to the limitations contained in the pertinent investment management agreement. To the extent such dispositions could reasonably be deemed “principal transactions,” they will be submitted to the Conflicts Advisory Board for approval. The TSPI Fund The TSPI Fund’s investments are generally in markets which it perceives to have limited efficiency and liquidity and in private entities, seeking to capitalize on investment opportunities that potentially offer significant illiquidity premiums, including across private equity, credit and special opportunities, real assets and infrastructure, real estate and venture capital. The TSPI Fund, which is owned by current or former partners and personnel (or their estate planning or other similar vehicles) of the Adviser and other Two Sigma Affiliates, aims to achieve U.S. dollar- denominated returns by building a portfolio of investments, with a focus on diversification from and low correlation with hedge funds managed by affiliates of the Adviser that specialize in process-driven, systematic investment management employing mathematical strategies. The TSPI Fund focuses on private investments that are not traded on a liquid market, including through direct investments in operating entities and other non-public companies, investments in private investment funds managed by unaffiliated third-party managers, investments in other private investment funds that are private-equity style or closed-ended in nature managed by the Adviser, including the Sightway Funds, and investments in venture capital funds managed by its affiliate Two Sigma Ventures, LP (“TSV”), including Two Sigma Ventures I, LLC, Two Sigma Ventures II, LLC, Two Sigma Ventures III, LP and Two Sigma Ventures Opportunity Fund, LP (the “TSV Funds”). Additionally, the TSPI Fund invests in privately placed investments and investment vehicles, including vehicles and other investments that are managed by the Adviser or an affiliate of the Adviser, as well as investments and investment vehicles that are managed by Third-Party Fund Managers. The TSPI Fund also owns all of the equity of the Securitized Asset Fund. In certain instances, the TSPI Fund has acted as a seed investor or anchor capital investor (collectively, the “Seeding Strategy”) to new or existing Funds or funds managed by an affiliate (“Affiliate Funds”) using different techniques (e.g., in-kind as well as cash contributions) and forms. For example, certain investments by the TSPI Fund took the form of significant capital commitments which entitled the TSPI Fund to certain additional rights and benefits, such as governance rights, reporting and information rights, investment or co-investment rights and/or reduced management fees or performance fees/allocations (which may be effected through rebate, offset or other mechanisms), while others took the form of in-kind contributions of certain portfolio investments to a new Fund (collectively, “Seed Investments”). Co-Investments The Adviser has provided, and as permitted and required by the pertinent Fund Agreement, expects to continue to provide (or agree to provide), co-investment opportunities (including the opportunity to participate in co-invest vehicles and fund-of-one vehicles) to certain current or prospective investors or other persons, including other sponsors, market participants, finders, consultants and other service providers, portfolio company management or personnel, the Adviser’s personnel (or their estate planning or other similar vehicles) and/or certain other persons associated with the Adviser and/or its affiliates (e.g., a vehicle formed by the Adviser’s principals to co-invest alongside the relevant Private Investment Fund’s transactions). For strategic and other reasons, co-investors or co-invest vehicles (including co-investing funds) have purchased, and in the future are expected to purchase, a portion of an investment after the relevant Private Investment Fund has consummated its investment in the applicable 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 Private Investment Fund’s completion of the investment to avoid any changes in valuation of the investment, but in certain instances could be well after the Private Investment Fund’s initial purchase. Where appropriate, and in the Adviser’s sole discretion, the Adviser 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 Private Investment 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 Private Investment Fund. The Adviser’s advisory services to the Funds are detailed, as applicable, in the relevant private placement memoranda or other offering documents (each, a “Memorandum”), investment management agreements, limited liability company or other operating agreements or governing documents of the Private Investment Funds (each, a “Fund Agreement”) and are further described below under “Methods of Analysis, Investment Strategies and Risk of Loss.” In performing investment advisory services for the Funds, the Adviser relies on Two Sigma to provide advisory personnel and certain services. The services of TSI are described in more detail in “Item 8. Methods of Analysis, Investment Strategies & Risk of Loss— Affiliated Data-Analytics Providers; Reliance on TSI.” As of December 31, 2023, the Adviser has regulatory assets under management of $2,379,764,040 attributable to its Sightway Capital business and the investment strategies described in this Brochure that it generally manages on a discretionary basis, although certain investments on behalf of SWC Holding and certain fund-of-one vehicles associated with Sightway Fund I require approval.