A. Description of Advisory Firm
KAILAI Advisers Ltd., a Cayman Islands company (“Registrant”), is owned by its partners,
directors, and officers (including an ownership share of greater than 25% held by Xiao Hua Liu).
Registrant and its predecessor entities have been in business since 1997. Registrant, directly or
through its affiliates, provides investment advisory services to private investment funds
sponsored by Registrant or its affiliates for the purpose of making private equity and similar
investments in media, communications and business services in the US and/or abroad (depending
on the investment mandate of each particular fund), as well as their related investment vehicles,
such as parallel funds, alternative investment vehicles, and co-investment vehicles (collectively,
such funds and related vehicles, together with subsequently sponsored funds and their related
vehicles, and any similar pooled investment vehicles formed or managed by Registrant or its
affiliates, will be referred to as the “Funds”).
Certain affiliates controlled by or under common control with Registrant may serve as the
general partner (or equivalent position) or investment manager of the Funds. Such affiliates are
supervised persons of Registrant and intend to conduct their activities in accordance with the
Investment Advisers Act of 1940, as amended (the “Advisers Act”) and the rules thereunder.
Any employees of such affiliate(s), and other persons acting on their behalf, are and shall be
subject to the supervision and control of Registrant. Such affiliates that are not separately
registered are relying on Registrant’s registration under the Advisers Act and are not registering
themselves. All references herein to “Registrant” shall include such affiliates as applicable.
B. Types of Advisory Services Offered
Registrant, directly or through its affiliates, provides advice to the Funds in respect of their
investment portfolios, as well as certain ancillary managerial and administrative services,
including, without limitation, identifying and screening potential investments, recommending
strategies for the management and disposition of investments, monitoring the performance of
portfolio companies, assisting in certain circumstances with the management of portfolio
companies, and preparing reports necessary or appropriate for compliance with the governing
agreements of the Funds. Investments in the Funds are
privately offered and sold generally to
investors that are (i) “accredited investors” as defined under Regulation D of the Securities Act
of 1933, as amended and (ii) “qualified purchasers” or “knowledgeable employees” of the
Registrant, in each case as defined under the Investment Company Act of 1940, as amended (the
“Investment Company Act”). See also Item 4.A. above.
C. Services Tailored to Individual Needs of Clients
Registrant’s advisory services are geared to the management of the Funds, the investment
objectives, parameters and restrictions of which are disclosed to investors in the applicable
governing agreements before they invest. Investment restrictions applicable to a specific Fund
are customarily imposed in the governing agreements for such Fund, as agreed upon with
investors.
Registrant or certain affiliates may also enter into side letters or other writings with specific Fund
investors which have the effect of establishing rights under, or altering or supplementing, the
terms of Fund agreements, in respect of the investor to whom such letter or writing is addressed.
Any rights established, or any terms altered or supplemented, will govern only that Fund investor
and not a Fund as a whole. Such side letters may impose restrictions on participation in certain
investments or types of investments made by the Funds and may also provide benefits to certain
investors in a Fund not provided to investors in such Fund generally (for example, adjustments to
fees or other economics, access to information, ability to transfer interests in a Fund or
compliance with specified laws or regulations). Neither Registrant nor its affiliates will enter into
a particular side letter if Registrant determines that the provisions contained in such side letter
would be disruptive to the applicable Fund or its investment program. Disclosure of applicable
side letter practices is made to investors prior to their investment in the applicable Fund.
D. Wrap Fee Programs
Wrap fees are comprehensive fees charged to a client for providing a bundle of services, such as
investment advice, investment research and brokerage services. Registrant does not participate in
wrap fee programs.
E. Client Assets
As of December 31, 2023, Registrant managed approximately $110,308,165 of client assets on a
discretionary basis. As of December 31, 2023, Registrant did not manage any assets on a non-
discretionary basis.