Ownership and Structure MSR Capital Partners, LLC (“MSR,” the “Firm,” “our,” or “we”) is a Delaware limited liability company formed in January 2022 and operating from offices shared with a financial affiliate, LGT Capital Partners (USA), in New York. The principal owners of MSR are Mitsui Sumitomo Insurance Co., Ltd. (“MSI”) and LGT Capital Partners (USA) Inc. (“LGT US”) (the “Members”). MSI is wholly owned by MS&AD Insurance Group Holdings, Inc. (“MS&AD Holdings”), a Japanese insurance holding company. LGT US is a direct wholly owned subsidiary of LGT Capital Partners Ltd., an SEC exempt reporting adviser (“ERA”) located in Pfaeffikon, Switzerland. LGT Capital Partners Ltd. is a wholly owned subsidiary of LGT Holding Denmark ApS., which in turn is wholly owned by LGT UK Holdings Ltd. LGT UK Holdings Ltd. is wholly owned by LGT Group Holding Ltd. which is wholly owned by LGT Group Foundation. LGT Group Foundation is 100% controlled by the Prince of Liechtenstein Foundation. H.S.H. Reigning Prince Hans-Adam II von und zu Liechtenstein is the main beneficiary of the Prince of Liechtenstein Foundation. For more information regarding MSR’s affiliations, please refer to Item 10 - Other Financial Industry Activities and Affiliations. Advisory Services Investment Management Services. MSR will act as a non-discretionary sub-adviser to funds managed by its affiliate, LGT Capital Partners (Ireland) Limited (“LGT CP Dublin”), an ERA, in connection with the advice that LGT CP Dublin provides as an alternative investment fund manager (“AIFM”) to a collective asset-management vehicle established as an umbrella fund (the “Fund”) with segregated liability between sub-funds (collectively referred to as the “Funds”). MSR’s sub- advisory services will focus on private equity investments. Pursuant to the terms and conditions of the Investment Advisory Agreement (the “Investment Advisory Agreement”) MSR’s sub-advisory services will include but are not limited to the following:
•

Review the due diligence, the research analysis, and the investment proposals in respect of the Funds and advise on the investment decision relating to any such investment opportunity;
• Provide due diligence and research analysis to monitor the progress of the Funds’ assets and provide reports on the assets;
• Advise on potential investment opportunities and recommend which securities and other investments should be purchased or disposed of;
• Advise on any leverage to be undertaken in respect of the Funds;
• Periodically review and analyze the asset allocation and portfolio construction of the Funds and recommend from time-to-time changes to such asset allocation in accordance with the investment objectives and policies as set out in the Offering Memorandum;
• Regularly monitor the Funds’ assets and provide reports on the assets;
• Advise on the risks in the portfolio of the Funds and monitor the Funds’ compliance with their investment objectives, policies and restrictions and propose any changes to the asset allocation; and
• Carry out such other activities which could reasonably be associated with the implementation of the investment objective and investment policies of the funds. MSR does not provide advisory services on a discretionary basis. Other Consulting Services. MSR also provides non-discretionary consulting services to affiliated group insurance companies (the “Insurance Client” or “Client”). Pursuant to the terms and conditions of the Service Agreement (the “Service Agreement”), these services include foreign bond order support services, research services, and monitoring services. In addition, under monitoring services, MSR may also offer investment advice on the formulation and change of investment policies to an investment company located overseas that will invest the Client’s assets. MSR does not participate in wrap fee programs. As of March 31, 2023, MSR has $2,898,941,563 in non-discretionary assets under management.