Overview
A. The Adviser is a Delaware limited liability company and has its principal place of business
located in New York City, New York. The Adviser provides discretionary investment advisory
services to private pooled investment vehicles, (each a “Fund”, “Client” or collectively, the
“Funds” or “Clients”) for sophisticated, qualified investors.1Additionally from time to time and
as permitted by the relevant Offering Documents, the Adviser provides 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 and other
service providers, Parallaxes personnel and/or certain other persons associated with Parallaxes.
B. The Adviser was formed in 2017. The principal owner is Andrew Lee (the “Principal”).
C. The Adviser’s investment strategy, which will consist of primarily acquiring tax receivable
agreements (“TRAs”) using a variety of sourcing strategies. The Adviser may purchase TRAs
from financial sponsors taking portfolio companies public or seeking liquidity for existing
TRAs entered into with former portfolio companies. The Adviser may work to originate private
TRAs in M&A transactions where buyers may not appropriately value tax assets, and may
partner with sell side M&A advisors to locate such opportunities with private sellers. The
Adviser may seek to partner with third-party debt platforms
that may provide leverage for the
Funds’ TRA investments.
D. While each of its Clients will follow the general strategy stated above, the Adviser may tailor
the specific advisory services with respect to each Client based on the particular investment
objectives and strategies described in the applicable Client’s (i) confidential offering
memorandum or (ii) governing documents (referred to collectively as “Offering Documents”).
All discussion of the Clients in this Brochure, including but not limited to their
investments, the strategies used in managing the Clients, and conflicts of interest faced
by the Adviser in connection with the management of the Clients are qualified in their
entirety by reference to each Client’s respective Offering or Governing Documents.
E. The Adviser does not participate in wrap fee programs.
F. As of December 31, 2023, the Adviser manages approximately $295 million in discretionary
assets and $93 million in non-discretionary assets.
1 As a registered investment adviser, the Adviser owes a fiduciary duty to all of its clients. In 2006, the
decision by the Court of Appeals for the D.C. Circuit in Goldstein v. SEC, 451 F.3d 873 (D.C. Cir. June 23,
2006), with respect to private funds, clarified that the “client” of an investment adviser to a private fund is
the fund itself and not an investor in the fund.