The Adviser, a Delaware limited partnership and a registered investment adviser, and its
affiliated investment advisers (collectively, “Kingswood”) provide investment advisory services
to investment funds privately offered to qualified investors in the United States and elsewhere.
Kingswood commenced operations in February 2013. The Adviser is controlled by principal owner
Alex Wolf.
Kingswood’s clients include the following (each a “Fund,” and collectively with any future
private investment funds to which Kingswood or its affiliates provide investment advisory
services, the “Funds”):
Kingswood Capital Opportunities Fund I, L.P. (“Main Fund I”);
Kingswood Capital Opportunities Fund I-A, L.P. (“Fund I-A” and together with
Main Fund I, “Fund I”);
Kingswood Capital Opportunities Fund I Feeder, LLC (“Feeder Fund I” and
together with Main Fund I and Fund I-A, “Fund I”);
SM Aggregator, LLC (“SM Aggregator”);
Kingswood Capital Opportunities Fund II, L.P. (“Main Fund II”);
Kingswood Capital Opportunities Fund II-A, L.P. (“Fund II-A” and together with
Main Fund II, “Fund II”);
Kingswood Capital I, L.P. (“Kingswood Capital I”);
Kingswood Genesis Fund I Holdings, LLC (“Genesis Holdings”); and,
Axle Aggregator, LLC (“Axle Fund” and together with Genesis Holdings, the
“SPVs”).
The following general partners and relying adviser entities are affiliated with the Adviser:
Kingswood Capital GP, LLC (“Kingswood Capital GP”);
Kingswood Capital Opportunities Fund I GP, L.P. (“Fund I GP”);
Kingswood Capital Opportunities Fund II GP, L.P. (“Fund II GP” and, together
with Kingswood Capital GP, Fund I GP and any future general partners that may
be formed from time to time, each a “General Partner” and collectively, “General
Partners”); and
Kingswood Capital Management, LLC (the “Relying Adviser”).
Each General Partner and the Relying Adviser are 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 and the Relying Adviser, which operate as a single
The Funds are private equity funds and invest through negotiated transactions in operating
entities, generally referred to herein as “portfolio companies.” Kingswood’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. From time to time, where such investments consist of portfolio companies, the
senior principals or other personnel of Kingswood 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.
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, as applicable, 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 participate
in the overall investment program for the applicable Fund, but may be excused from a particular
investment due to legal, regulatory or other agreed-upon circumstances pursuant to the relevant
Governing Documents. 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
relevant Governing Documents with respect to such investors.
Additionally, from time to time and as permitted by the relevant Governing Documents,
Kingswood expects to provide (or agree to provide) co-investment opportunities (including the
opportunity to participate in co-invest vehicles) to certain investors or other persons, including
other sponsors, market participants, finders, Operations Group members (as defined below),
consultants and other service providers, Kingswood personnel and/or certain other persons
associated with Kingswood and/or its affiliates. Such co-investments typically involve investment
and disposal of interests in the applicable portfolio company 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 may purchase 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). 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. Where appropriate, and in Kingswood’s sole
discretion, Kingswood is authorized 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.
As of December 31, 2023, Kingswood managed approximately $1,687,440,603 in client
assets on a discretionary basis.