Mountaingate Management Co., LLC, a Delaware limited liability company and a
registered investment adviser, and its affiliated investment advisers, including Mountaingate
Management Co. II, LLC, a Delaware limited liability company, and KRG Capital Management,
L.P., a Delaware limited partnership (each, a “Relying Adviser,” and together, the “Relying
Advisers”), provide investment advisory services to private investment funds offered to qualified
investors in the United States and elsewhere. Mountaingate Management Co., LLC commenced
operations in March 2015. Mountaingate Management Co., LLC and Mountaingate Management
Co. II, LLC are referred to herein as the “Adviser.” Additional information regarding KRG Capital
Management, L.P. and its business practices is described in a separate brochure, which is available
on the SEC’s website at
www.adviserinfo.sec.gov.
Mountaingate Management Co., LLC’s clients include the following private investment
funds (each, a “Fund,” and collectively, together with any future private investment fund(s) to
which Mountaingate Management Co., LLC, Mountaingate Management Co. II, LLC and/or its
affiliates provide investment advisory services, the “Funds”):
• Mountaingate Capital Fund I, L.P.;
• Mountaingate Capital Fund I-A, L.P.; and
• Mountaingate Capital Fund I-FF, L.P. (together with Mountaingate Capital Fund I,
L.P. and Mountaingate Capital Fund I-A, L.P., “Fund I”).
• Mountaingate Capital Fund II, L.P.;
• Mountaingate Capital Fund II-A, L.P.; and
• Mountaingate Capital Fund II-FF, L.P. (together with Mountaingate Capital Fund
II, L.P. and Mountaingate Capital Fund II-A, L.P., “Fund II”).
Mountaingate Capital Management, L.P. and Mountaingate Capital Management II, L.P.
serve as general partner entities that are affiliated with the Adviser (each, a “General Partner,”
together with any future general partner entities, the “General Partners,” and collectively with the
Adviser, “Mountaingate Capital”). Mountaingate Capital Management, L.P. is the general partner
of Fund I. Mountaingate Capital Management II, L.P. is the general partner of Fund II.
Each General Partner and Relying Adviser is subject to the Advisers Act pursuant to
Mountaingate
Management Co., LLC’s registration in accordance with SEC guidance. This
Brochure describes the business practices of Mountaingate Management Co., LLC, Mountaingate
Management Co. II, LLC and the General Partners, which operate as a single advisory business
together with KRG Capital Management, L.P.
The Adviser is affiliated with the General Partners and performs investment management
and administrative functions. In its capacity as the general partner of the relevant Fund, the
relevant General Partner has the authority to manage the business and affairs of the relevant Fund,
including making all investment decisions, in each case pursuant to the relevant Fund’s limited
partnership agreement (the “Partnership Agreement”). The Funds, including Fund I and Fund II,
are private equity funds that invest through negotiated transactions in operating entities generally
referred to as “portfolio companies.” Mountaingate Capital’s investment advisory services to the
Funds, including Fund I and Fund II, consist of identifying and evaluating investment
opportunities, negotiating investments, managing and monitoring investments and achieving
dispositions for such investments. Investments are made predominantly in non-public companies,
although investments in public companies are permitted. Mountaingate Capital’s managing
directors, or other personnel of the Adviser will often serve on such portfolio companies’
respective boards of directors or otherwise act to influence control over management of portfolio
companies in which a Fund has invested.
The Adviser’s advisory services are detailed in each Fund’s private placement
memorandum and limited partnership agreement and are further described below under “Methods
of Analysis, Investment Strategies and Risk of Loss.” Investors in a Fund participate in the overall
investment program but may be excused from a particular investment due to legal, regulatory or
other applicable constraints.
As of December 31, 2023, Mountaingate Capital managed approximately $904 million in
client assets on a discretionary basis. Effective August 14, 2023, Mountaingate Management Co.,
LLC and Mountaingate Management Co. II, LLC are controlled by Bruce L. Rogers, Stewart A.
Fisher, Bennett R. Thompson, Trenton J. Sisson and Eunice S. Cho.