Overview
Founded in June 2005, Hillhouse Investment Management, Ltd. (“HIM”) provides investment
advice to clients organized as privately-offered pooled investment vehicles or similar structures
(the “Funds”) and may, from time to time, also advise managed accounts or similar relationships.
The Funds and all such HIM-advised managed accounts are referred to herein as “clients.”
HIM is a wholly-owned subsidiary of Hillhouse Group Limited, which itself is a wholly-owned
subsidiary of Hillhouse Group Holdings Limited. Mr. Lei Zhang directly owns 100% of Hillhouse
Group Holdings Limited. HIM is part of the “Hillhouse Investment Group,” a multinational group
of related advisory entities.
To comply with local operational requirements (including the issuance of local work visas), HIM
engages local affiliates including those based in Hong Kong (Hillhouse Investment Management
Limited), the People’s Republic of China (the “PRC” or “China”) (Hillhouse (Beijing) Advisory
Limited and Shanghai Gaoling Equity Investment Management Ltd.), Singapore (HHLR
Management Pte. Ltd.), the Cayman Islands and the United States (the “U.S.”) (Altitude Crest
Partners Inc.). While these local affiliates are not registered as investment advisers with the United
States Securities and Exchange Commission (the “SEC”), HIM subjects these local affiliates’
personnel to its compliance policies and deems their books, records, and personnel to be within
the scope of HIM’s retention and production obligations.
Another HIM affiliate, HHLR Advisors, Ltd. (“HHLR”), which is discussed in Item 10, is
registered as an investment adviser with the SEC. 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.
Accordingly, certain information on HIM contained in this Brochure, including information
regarding personnel, is presented on an aggregate basis for HIM, HHLR, and the local affiliates.
Investment Philosophy and Strategies
HIM’s investment philosophy is to seek long-term, risk-adjusted returns through bottom-up
analysis and fundamental proprietary research. As part of HIM’s bottom-up analysis, it performs
both qualitative and quantitative assessments of potential investments with a particular focus on
opportunities upon which it can gain insights and discover value in an ever-changing world.
In general, HIM’s client portfolios generally focus on less-liquid investment opportunities.
However, client portfolios may also hold investments in publicly-listed securities or instruments
with similar liquidity.
While HIM applies its general investment philosophy across all of its clients’ accounts, it operates
numerous investment strategies by tailoring investment programs and trading and investment
decisions for each client account. Investment strategies that HIM provides vary across clients and
may vary over time.
Markets and Investment Opportunities
HIM primarily invests for client accounts in equity and debt securities, but could, and does, invest
in a wide range of securities and other financial instruments including, 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.
HIM invests client assets 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.
Advisory Services
HIM manages its current client accounts on a discretionary basis but could provide advisory
services on a non-discretionary basis. HIM manages client accounts in accordance with any
investment restrictions or guidelines set forth in the offering documents for each Fund or, for non-
Fund clients, in accordance with the authority delegated to it (including any limits on that
authority) under the applicable client’s investment management agreement or governing
documents. HIM consults with each client on its investment objectives and strategies and tailors
its services and advice to those objectives and strategies.
HIM had approximately $44.74 billion of assets under management as of December 31, 2022, all
of which is managed on a discretionary basis. The amount of assets under management reported
in this Brochure is lower than the amount of “regulatory assets under management” that HIM
reports in Part 1, Item 5 of its Form ADV because Item 5 requires an adviser to report assets under
management inclusive of any uncalled commitments and without deducting any outstanding
indebtedness or other accrued but unpaid liabilities. To prevent the appearance of an overstatement
of HIM’s assets under management, HIM has calculated assets under management in this Brochure
exclusive of uncalled commitments and taking into account certain unpaid liabilities and
outstanding indebtedness.
Fund Structures
The structure of HIM’s advisory relationship can vary in accordance with a specific client
agreement, and services can be provided by HIM directly or through an affiliate. Many Funds are
organized as master-feeder structures. A master-feeder structure is commonly used to accumulate
capital raised from U.S. taxable, U.S. tax-exempt, and non-U.S. investors 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. HIM commonly serves as, controls, or is 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.
HIM and the other Hillhouse Investment Group entities advise, in addition to the Funds and
accounts disclosed in Item 5.K. and Item 7.B. of Part 1A of the HIM and the HHLR Form ADVs,
numerous non-U.S. accounts and vehicles (including PRC funds denominated in renminbi
(“RMB”) and co-investment vehicles) which are deemed not to be advisory relationships within
the scope of the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”) and
which are not discussed in this Form ADV.
Managed Accounts
HIM currently does not, but may in the future, advise individualized managed accounts on terms
that are agreed to with the applicable client.
Co-Investments
HIM and its affiliates, 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
HIM and its affiliates. Certain Co-Investment Arrangements also make investments independently
of (and not alongside) other clients of HIM and its affiliates. In addition, certain Funds (and other
HIM clients) from time to time co-invest with each other. HIM’s fee and compensation practices
for Co-Investment Arrangements are subject to a case-by-case agreement with the applicable
investor.
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 HIM 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 HIM or its
affiliate. Co-investors will likely also acquire their interest in the Portfolio Company at the same
time as the applicable Fund or purchase their interest from the applicable Fund after such Fund 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 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 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, which
could impact liquidity, the timing of distributions, or returns.
When HIM determines to offer co-investment opportunities, HIM generally has complete
discretion to determine to whom HIM will offer these co-investment opportunities. HIM could
offer co-investment opportunities to some investors but not all of them, will generally determine
the terms and conditions of co-investments in its sole discretion, and the allocations of any co-
investment opportunities among investors (to the extent any investor is offered any co-investment
opportunities) will not correspond to their pro rata interests in the applicable Fund. HIM takes
into account various facts and circumstances deemed relevant for determining allocations relating
to co-investment opportunities and establishing co-investment structures. Such factors include,
among others, a potential co-investor’s certainty of funding and execution; the potential co-
investor’s size of commitment to the applicable Fund; 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 or HIM 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 HIM deems appropriate or relevant. HIM 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. HIM expects to allocate certain co-investors a greater proportion of an
investment opportunity than others as a result of these factors.
HIM, at times, 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.
Parallel Investment Entities
Clients of HIM and its affiliates may 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 of HIM and its affiliates 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. HIM and
its affiliates, owes a fiduciary duty to each such client and could face a conflict of interest in respect
of the advice it gives to its 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.
Investment Allocations and Related Conflicts
HIM faces a number of conflicts in allocating investment opportunities among its various clients,
including clients with similar or identical investment strategies or objectives and clients that have
separate and distinct, but overlapping, trading and investment strategies or objectives. HIM also
faces additional allocation conflicts in connection with certain proprietary or principal vehicles
owned or controlled by HIM and its affiliates. These conflicts are heightened by the fact that the
various Funds and other clients sponsored, advised, or managed by HIM and its various affiliates
have different management and incentive fee structures.
In circumstances where investment opportunities presented to HIM or any of its affiliates fall
within the investment strategies or objectives of more than one client, HIM and its affiliates will
have significant latitude in determining the allocation of such opportunities among its various
clients and third parties. In some circumstances, HIM will allocate the same or similar trade or
investment opportunities among clients and proprietary or principal vehicles. In other
circumstances, HIM 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, HIM’s 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
HIM’s clients, HIM has adopted allocation policies, procedures, and processes that permit HIM to
take into account various factors, including: the suitability of the investment for each of HIM’s
clients; HIM’s clients’ investment objectives, strategies and focuses; the pre-money valuation of
the prospective Portfolio Company; the portfolio composition of HIM’s 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 within HIM; 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 HIM 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 HIM’s clients,
HIM, its employees and its affiliates could participate in such opportunities, subject to HIM’s
policies and procedures.
Co-Investment Allocation Conflicts. The allocation of co-investment opportunities also raises the
potential for certain conflicts of interest, including that HIM has the incentive to allocate such
opportunities in a manner that benefits HIM economically by virtue of fees and other compensation
that will be payable to HIM by the co-investors and/or by encouraging co-investors to enter into a
relationship, or expand their relationship, with HIM.
At times, HIM 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. HIM also offers 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, HIM 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, HIM and
its affiliates may provide similar support and services.
In addition, at times, HIM 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 HIM, 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.