Overview
Altitude Crest Partners Inc. (“ACP,” “we,” “us,” and similar terms) was founded in February 2023
and subadvises privately offered pooled investment vehicles and similar structures (the “Funds”),
generally on a non-discretionary basis. ACP may also advise the Funds on a discretionary basis
or advise managed accounts or similar client relationships. The Funds and any other client
relationships ACP may have from time to time are referred to as “clients.”
The primary adviser of each of the Funds is either HHLR Advisors, Ltd. (“HHLR”) or Hillhouse
Investment Management, Ltd. (“HIM” and together with HHLR, the “Primary Advisers”), both of
which are SEC exempt reporting advisers (for ease of reference, the SEC file numbers for HHLR
and HIM are 802-128070 and 802-128071, respectively). While the investment programs and
activities of HHLR and HIM overlap, HHLR generally focuses more on publicly listed (or
similarly liquid) investment opportunities, while HIM generally focuses more on less liquid
investment opportunities, including venture capital, private equity, private debt and buyout
transactions. HIM and HHLR also share certain policies, personnel and resources with each other
and with ACP.
We refer to ACP, HIM, HHLR and a number of other advisory entities as the “Hillhouse
Investment Group.” The Hillhouse Investment Group includes advisers based in and regulated in
various jurisdictions around the world. ACP is considered under common control with HIM and
HHLR and other members of the Hillhouse Investment Group through joint management control
(as described in the Form ADV filings of the Primary Advisers) and its ownership by Michael Yi
(who is a founding member of the Hillhouse Investment Group).
More information on the Hillhouse Investment Group is available on its website at
www.hillhouseinvestment.com.
Advisory Services
ACP’s client mandates may include both discretionary and non-discretionary arrangements,
although ACP primarily acts as a non-discretionary subadviser to the Primary Advisers in the
context of their discretionary relationships with the Funds.
In its role as subadviser, ACP advises client accounts in accordance with any investment
restrictions or guidelines set forth in the offering documents for each Fund or, for any future non-
Fund clients, in accordance with the authority delegated to the Primary Advisers (including any
limits on that authority) under the applicable client’s investment management agreement or
governing documents. In connection with its role as subadviser, ACP consults with the Primary
Advisers on client investment objectives and related strategies and may tailor its services and
advice to those objectives and strategies.
ACP had approximately $229 million of assets under management as of December 31, 2023, all
of which are subadvised on a discretionary basis. This figure represents the net asset value of the
portion of the Funds’ portfolios to which ACP personnel are deemed to provide continuous and
regular supervisory or management services. The figure disclosed in Part 1, Item 5.F. reflects a
larger regulatory assets under management amount that includes borrowings and uncalled capital
commitments.
Markets and Investment Opportunities
ACP’s subadvisory services primarily relate to equity and debt securities, but ACP may and does
advise on other forms of securities and financial instruments. These may include, without
limitation: share capital; common and preferred stock (privately-placed and exchange-traded);
shares of beneficial interest; partnership interests and similar financial instruments; bonds, notes,
debentures and other debt instruments (whether subordinated, convertible, or otherwise);
commodities; currencies; interest rate, currency, commodity, equity, debt, and other derivative
products (including, without limitation, (i) futures contracts (and options on futures contracts)
relating to stock indices, currencies, other financial instruments, and all other commodities, (ii)
swaps, participatory notes, options, warrants, caps, collars, floors, and forward rate agreements,
(iii) spot and forward currency transactions, and (iv) agreements relating to or securing such
transactions); equipment lease certificates; equipment trust certificates; loans; accounts and notes
receivable and payable held by trade or other creditors; trade acceptances; contract and other
claims; executory contracts; participations; mutual funds; money market funds; structured
securities; repurchase agreements; obligations of governments and instrumentalities; commercial
paper; certificates of deposit; bankers’ acceptances; trust receipts; choses in action; real estate,
including fee interests, leaseholds, mortgages, or other real estate assets; and any other obligations
and instruments or evidences of indebtedness of whatever kind or nature; in each case, of any
person, corporation, government, or other entity whatsoever, whether or not publicly traded or
readily marketable.
ACP’s subadvisory services primarily relate to publicly-traded securities as well as investments
for client accounts that are not freely tradeable or do not have a readily ascertainable market.
ACP subadvises on investments in a wide range of countries, markets and exchanges throughout
the world. Clients also face indirect exposure to some or all of the instruments and investments
listed above through investments in special purpose vehicles and similar entities.
Private Equity Fund Structures
ACP provides subadvisory services to HIM. HIM’s investment advice focuses on less liquid
investment opportunities, including venture capital, private equity, private debt and buyout
transactions. The private equity, venture capital and similar Funds managed by HIM are often
classified as closed-end funds with little to no interim liquidity rights.
Parallel Investment Entities
ACP provides subadvisory services to the Primary Advisers who from time to time utilize parallel
investment entities, which invest side-by-side with each other, to address relevant legal, tax,
regulatory and similar reasons. One or more clients may invest alongside each other in one or
more investments, including sidecar funds, co-investment vehicles and clients with similar or
identical investment strategies or objectives and clients that have separate and distinct, but
overlapping, investment strategies or objectives. In many cases, the exit from such investments
will be tied or otherwise coordinated among such co-investing clients. However, such co-investing
clients could have conflicting goals or considerations with respect to the price and timing of
disposition opportunities which could result in a client making or exiting its investment at a
different effective price or with differing costs or terms from other co-investing clients. ACP and
the Primary Advisers may owe fiduciary duties to each such client and could face a conflict of
interest in respect of the advice they give to their clients with respect to such co-investments,
including the timing and terms of disposition of such co-investments.
Situations could arise where the co-investing clients invest on different (and more favorable) terms
and have interests or requirements that conflict with and adversely impact another co-investing
client (for example, with respect to the timing of acquisitions and disposals or control rights) and,
accordingly, investments could be acquired at different times in different parts of the capital
structure at lower or higher prices or valuations and on different terms. The different prices paid
for, or terms of, securities held by the co-investing clients will create conflicts of interest. One
client’s view of the investment and their interests could diverge from other co-investing clients
and the clients will be acting in their own interests and could take actions that are adverse to the
interests of other co-investing client(s). In addition, the co-investing clients could exit such
investment at different time and/or on different terms, in which case the disposition or other actions
of a client could affect the value of other co-investing clients’ investment.
Please see “Investment Allocations and Related Conflicts” below for additional information
relating to investment allocations.
Co-Investments
ACP provides subadvisory services to the Primary Advisers who, from time to time, form, sponsor,
manage, arrange, offer or advise investment vehicles or accounts in connection with a particular
investment strategy or theme, and also establish, sponsor or advise, on a transaction-by-transaction
basis, an investment vehicle or account through which certain persons could invest alongside or
independently of one or more clients (each such vehicle or account, a “Co-Investment
Arrangement”) in companies in which one or more clients make, or have made, an investment
(each, a “Portfolio Company,” and, collectively, “Portfolio Companies”). Certain Co-Investment
Arrangements participate in individual investments or a series of related or unrelated investments
alongside one or more other clients of the Hillhouse Investment Group. Certain Co-Investment
Arrangements also make investments independently of (and not alongside) other clients of the
Hillhouse Investment Group. In addition, certain Funds from time to time co-invest with each
other. ACP may directly or indirectly be engaged to subadvise one or more Co-Investment
Arrangements or Portfolio Companies; ACP’s fees for such an engagement would be negotiated
on a case-by-case agreement.
At times, co-investors participating in a Co-Investment Arrangement pay no management fees or
carried interest in connection with the co-investment, or pay them at a lower rate, and the
transaction fees received by the Primary Adviser or its affiliates in respect of a co-investor’s pro
rata portion of any investment will not offset the management fee paid by the applicable Fund to
the Primary Adviser or its affiliates. Co-investors will likely also acquire their interest in the
Portfolio Company at the same time as the applicable fund vehicle or purchase their interest from
the applicable fund vehicle after such fund vehicle has consummated the full investment.
Moreover, investors approached as potential co-investors will in most cases not bear any
transaction costs of investments that are not consummated or be subject generally to the same risks
to which the applicable fund vehicle is throughout the investment process. In sum, awarding a co-
investment opportunity to an investor generally will afford it proportionately greater exposure to
a particular investment at a proportionately lower cost. In addition, co-investors might have the
ability to elect whether or not to participate in follow-on investments. Co-investors, however,
could be subject to different liquidity terms or achieve different economic returns than other
investors in the applicable fund vehicle investing in the same Portfolio Companies. For example,
co-investors may not have the ability to leverage certain opportunities, or may not be able to accept
or transact in certain distributions in kind available to the investors in the applicable fund vehicle,
which could impact liquidity, the timing of distributions, or returns.
When a Primary Adviser or a member of the Hillhouse Investment Group determines to offer co-
investment opportunities, such party generally has complete discretion to determine to whom it
will offer these co-investment opportunities. The Primary Adviser could offer co-investment
opportunities to some investors but not all of them, and will generally determine the terms and
conditions of co-investments in its sole discretion. The allocations of any co-investment
opportunities among investors (to the extent any investor is offered any co-investment
opportunities) may not correspond to their pro rata interests in the applicable fund vehicle. A
Primary Adviser will generally take into account various facts and circumstances deemed relevant
for determining allocations relating to co-investment opportunities and establishing co-investment
structures including, among others, a potential co-investor’s certainty of funding and execution;
the potential co-investor’s size of commitment to the applicable fund vehicle; expertise of the co-
investor and its ability to make a meaningful contribution to the co-investment such as in sourcing
or completing the transaction or providing operational skill or insight; preferences of the target
company; the overall strategic benefit to the transaction, the applicable fund vehicle or the Primary
Adviser in offering a co-investment opportunity to the potential co-investor; the expertise of the
potential co-investor with respect to the geographic location or business activities or industry of
the prospective target company; the investment objectives and existing portfolio of the potential
co-investor; the legal or regulatory constraints
to which the proposed investment is expected to
give rise; ease of process with respect to arranging a co-investment group; other potential legal,
regulatory, tax, reporting, public relations, competition, confidentiality, financial and other factors;
and other facts or circumstances that the Primary Adviser deems appropriate or relevant. The
Primary Adviser generally is not required to consider all of these factors, and some factors will be
more or less important depending upon the nature of the particular investment and related
circumstances. In practice, the Primary Advisers have allocated certain co-investors a greater
proportion of an investment opportunity than others as a result of these factors.
A Primary Adviser may, at times, cause a fund vehicle to temporarily warehouse a portion of an
investment opportunity in order to facilitate a co-investment by one or more affiliated or third-
party co-investors and fund such warehoused investment by calling capital from investors of such
fund vehicle and/or drawing down on the applicable fund vehicle’s credit facility. If such co-
investment is not ultimately consummated, the fund vehicle will end up holding a larger portion
of such investment than it otherwise expected or desired to hold, which could make the fund
vehicle more susceptible to fluctuations in value resulting from adverse economic or business
conditions.
Managed Accounts
ACP may advise individualized managed accounts on terms that are agreed to with the applicable
client. These accounts would involve ACP providing advisory services with respect to a variety
of investments based on an individual client’s specific investment objectives (including, without
limitation, investments referencing bespoke requirements, applicable indices and benchmarks
and/or market-specific strategies). Managed accounts can be discretionary or non-discretionary.
Public Equity Fund Structures
ACP provides subadvisory services to HHLR. The Funds that ACP subadvises for HHLR include
hedge funds and other liquid vehicles. As noted above, HHLR generally focuses more on publicly-
listed (or similarly liquid) investment opportunities. These Funds tend to have fairly frequent
liquidity windows.
Master-Feeder Structures
The Funds that ACP subadvises for the Primary Advisers may be in the form of master-feeder
structures that are used to accumulate capital raised from U.S. taxable, U.S. tax-exempt, and non-
U.S. investors through separate intermediate feeder entities and into one central vehicle – a master
fund – in order to enhance the critical mass of investable assets, improve economies of scale under
which the fund arrangements operate and enhance operational efficiencies, thereby reducing costs.
Other client relationships are structured without a master-feeder structure, such as a single
partnership or company. Members of the Hillhouse Investment Group commonly serve as, control,
or are under common control with an entity that serves as, a general partner (or similar controlling
entity) of Funds organized as partnerships or other structures. The general partner of one Fund
could also act as the general partner (or similar controlling entity) of other Funds or investment
vehicles.
Investment Allocations and Related Conflicts
As a subadviser to the Primary Advisers, ACP generally does not make allocation determinations,
but disclosures regarding the Primary Advisers are included herein in the interest of transparency.
The Primary Advisers face a number of conflicts in allocating investment opportunities among
their various clients, including clients with similar or identical trading and investment strategies or
objectives and clients that have separate and distinct, but overlapping, trading and investment
strategies or objectives.
The Primary Advisers also face additional allocation conflicts in connection with certain
proprietary or principal vehicles owned or controlled by them and their affiliates. These conflicts
are heightened by the fact that the various fund vehicles and other clients sponsored, advised, or
managed by the Primary Advisers and their various affiliates have different management and
incentive fee structures.
In circumstances where available investment opportunities presented to ACP, a Primary Adviser,
or any other Hillhouse Investment Group entity fall within the investment strategies or objectives
of more than one client, the applicable Hillhouse Investment Group entity will have significant
latitude in determining the allocation of such opportunities among their various clients and third
parties. In some circumstances, that entity will allocate the same or similar trade or investment
opportunities among clients and proprietary or principal vehicles. In other circumstances, that
entity will allocate investment opportunities to certain clients or to proprietary or principal vehicles
and not to other clients. For example, there are certain investment opportunities where certain
clients are unable to participate due to market, regulatory or deal-related restrictions and
requirements. Where investment opportunities fall within the investment strategy or objectives of
more than one client, the policy is to allocate investment opportunities among eligible clients fairly
and equitably, to the extent possible, over a period of time, taking into account a variety of
considerations. In an effort to ensure fairness in the allocation of investment opportunities among
clients, the Primary Advisers and ACP have adopted allocation policies, procedures, and processes
that permit them to take into account various factors, including: the suitability of the investment
for each of their clients; their clients’ investment objectives, strategies and focuses; the pre-money
valuation of the prospective Portfolio Company; the portfolio composition of the affected clients,
including market and industry sector exposure, and the anticipated holding period of the
prospective investment; the expected amount of capital required for the investment as well as the
applicable client’s projected future capacity for investment; the applicable client’s liquidity and
reserve levels; the applicable client’s actual or projected capacity for investment and the timing
thereof; the applicable client’s targeted rate of return; the stage of development of the prospective
Portfolio Company or other investment; the risk profile or other attributes of the investment
opportunity; the expected life cycle of the applicable client and its ability to make or dispose of an
investment; any allocation targets (e.g., geographical targets and size targets) of the applicable
client; the sourcing of the investment opportunity; the nature of returns from the investment (e.g.,
current income, expected rate of return and long-term capital growth); the management, control or
governance rights (or the anticipated management, control or governance rights) of the prospective
Portfolio Company; the representation on the board (or similar governing body) or creditors
committee (or similar committee with respect to creditors or lenders) of the prospective Portfolio
Company; the extent of any covenant, representation, warranty, default rights and remedies in
respect of the prospective investment opportunity; the liquidation preference, subordination within
equity or debt structure and security of the prospective Portfolio Company; the personnel who will
monitor, oversee or have a level of engagement with the investment opportunity; the potential to
gain influence or control over the prospective portfolio investment; the ability of the applicable
client to accommodate structural, timing, regulatory, legal, and other aspects of the investment
process or the investment itself; legal, tax, contractual, regulatory; and other considerations
deemed relevant in good faith.
To the extent that all or a portion of an investment opportunity is inappropriate for a given client,
the Primary Advisers, ACP, or another Hillhouse Investment Group entity, their respective
employees and their respective affiliates could participate in such opportunities.
Co-Investment Allocation Conflicts. As a subadviser to the Primary Advisers, ACP generally
does not make allocation determinations, but disclosures regarding the Primary Advisers are
included herein in the interest of transparency. The allocation of co-investment opportunities also
raises the potential for certain conflicts of interest, including that a Primary Adviser has the
incentive to allocate such opportunities in a manner that benefits it and its affiliates economically
by virtue of fees and other compensation that will be payable to a Primary Adviser and its
respective affiliates by the co-investors and/or by encouraging co-investors to enter into a
relationship, or expand their relationship, with the Primary Adviser, ACP or with another
Hillhouse Investment Group entity.
At times, a Primary Adviser offers co-investment opportunities on a systematic basis to investors
that make sizeable commitments to or investments in Funds or to other persons or for other reasons,
including in connection with broader strategic relationships, and could for administrative
convenience or otherwise form one or more special co-investment vehicles for this purpose. The
Primary Advisers also offer co-investment opportunities to strategic investors (which might
include one or more investors in a Fund), including in relation to specific industry sectors,
geographies, strategies, or other focus. The exercise of such co-investment rights could limit the
amount of the investment opportunity available to a client and will limit the amount of co-
investment opportunities available to other potential co-investors. In addition, a Primary Adviser
could, from time to time, offer co-investment opportunities to its consultants, servicers and certain
entrepreneurs and experienced operational professionals in Portfolio Companies for which such
consultant, servicer, entrepreneur or experienced operational professional provides services. The
size of such co-investment opportunities will depend, in part, on the level of participation in respect
of sourcing, evaluating and negotiating a particular portfolio investment.
Clients are also permitted to provide credit, equity, or other support, including letters of credit and
equity commitment letters, in order to facilitate its and/or a co-investor’s participation in a potential
investment. Other co-investors expected to co-invest in a potential investment are not always
parties to such undertakings or commitments. To the extent they are not, the funding obligation
under an equity commitment letter or similar undertaking and any related commitment as well as
the risk of loss with respect to any deposit will remain the primary obligation and risk of the
originating Fund or other investment entity and any co-investors participating in the relevant
investment will be liable only for their respective shares of the funding obligation or deposit as
and when, and to the extent that they enter into a joinder or other equity commitment undertaking,
which (if entered into) typically will not occur until after signing of the relevant transaction
documents. In addition, subject to any requirements in respect of principal transactions, the
Primary Advisers, ACP, and their respective affiliates may provide similar support and services.
In addition, at times, a Primary Adviser causes a Fund to temporarily warehouse a portion of an
investment opportunity in order to facilitate a co-investment by one or more affiliated or third-
party co-investors and fund such warehoused investment by calling capital from investors of such
Fund and/or drawing down on the applicable Fund’s credit facility. If such co-investment is not
ultimately consummated, the Fund will end up holding a larger portion of such investment than it
otherwise expected or desired to hold, which could make the Fund more susceptible to fluctuations
in value resulting from adverse economic or business conditions. The risk of a co-investment not
being consummated will increase if an investment decreases in value during the warehousing
period, which increases the risk that the warehousing Fund will likely be required to bear the losses
in connection with any such investment. When co-investors purchase their interest from a
warehousing Fund after that Fund has consummated the investment, the price paid by co-investors
is determined by that Primary Adviser, the relevant Fund general partner, or their affiliates in their
sole discretion, taking into account the cost of the investment to such Fund, the cost of capital and
other factors and might not reflect the full cost incurred by such Fund in connection with the
investment, any interest charge on the co-investment amount, the cost of establishing the credit
facility utilized to acquire the investment (if applicable) or the risk borne by such Fund in
connection with purchasing and warehousing the investment.