Overview
For purposes of this brochure, the “Adviser” means Gauge Capital LLC, a Delaware limited
liability company, together (where the context permits) with its affiliated General Partners of the
Funds (as defined below) and other affiliates that provide advisory services to and/or receive
advisory fees from the Funds. Such affiliates are currently and would typically be under common
control with Gauge Capital LLC and possess a substantial identity of personnel and/or equity
owners with Gauge Capital LLC. These affiliates have been and may in the future be formed for
tax, regulatory or other purposes in connection with the organization of the Funds. One or more
of these affiliates currently serve as the General Partners of the Funds.
The Adviser provides investment supervisory services to investment vehicles (the “Funds”) that
are exempt from registration under the Investment Company Act of 1940, as amended (the “1940
Act”) and whose securities are not registered under the Securities Act of 1933, as amended (the
“Securities Act”).
The Funds make primarily long-term private equity and equity-related investments. In accordance
with the Funds’ respective investment objectives, investments are generally made in lower middle
market companies doing business in the food services, business and consumer services, and
healthcare services sectors. The Adviser's advisory services to the Fund consist of investigating,
identifying and evaluating investment opportunities, advising
with respect to the structuring of
investments and negotiating with respect to investment terms. The Adviser serves as the
investment adviser to the Funds in order to provide such services.
The Adviser provides investment supervisory services to each Fund in accordance with an
investment and advisory, investment management or portfolio management agreements (each, an
“Advisory Agreement”).
Investment advice is provided directly to the Funds, subject to the discretion and control of the
applicable General Partner, and not individually to the investors in the Funds. Services are
provided to the Funds in accordance with the Advisory Agreements with the Funds and/or
organizational documents of the applicable Fund. Investment restrictions for the Funds, if any,
are generally established in the organizational or offering documents of the applicable Fund,
Advisory Agreements and/or side letter agreements negotiated with investors in the applicable
Fund (the organizational and offering documents, Advisory Agreements and side letters referred
to herein as a Fund’s “Governing Documents”).
Gauge Capital LLC is wholly owned by Gauge Capital Holdings, LLC. The principal owners of
Gauge Capital Holdings, LLC are Drew Johnson and Tom McKelvey. The Adviser has been in
business since 2013. The Adviser manages a total of approximately $3,343,926,877 billion client
assets as of December 31, 2023, all of which is managed on a discretionary basis.