Advisory Firm and Principal Owners
LS Adviser, a Delaware limited liability company, was organized on February 19, 2021 and is a registered
investment adviser under the Advisers Act. LS Adviser is a wholly-owned subsidiary of Lafayette Square
Holding Company, LLC, which is principally owned by Damien Dwin.
Advisory Services
LS Adviser provides portfolio management and investment advisory services to a business development
company and privately offered funds that invest primarily in first and second lien loans and, to a lesser extent,
in subordinated and mezzanine loans and equity and equity-like securities, including common stock,
preferred stock, and warrants. LS Adviser’s advisory services include identifying prospective investments,
analyzing investment opportunities, conducting research, performing due diligence on potential investments,
deciding what securities to buy and sell, negotiating and structuring investments, and monitoring
investments.
LS Adviser currently provides investment advisory services to (i) a business development company (the
“BDC”) and (ii) a private fund that has one unaffiliated institutional investor (the “Private Fund” and together
with the BDC, the “Funds”). Lafayette Square Private Fund Manager, LLC serves as the managing member
of the Private Fund (“Managing Member”) and is an affiliate of LS Adviser. In addition, the BDC wholly
owns a private fund advised by LS Adviser that is licensed as a small business investment company (the
“SBIC”) by the U.S. Small Business Administration, and typically makes the same types of investments as
described above. All privately offered funds that LS Adviser currently manages are exempt from the
definition of an investment company under the Investment Company Act of 1940, as amended (“Investment
Company Act”) with securities exempt from registration under the Securities Act of 1933, as amended
(“Securities Act”).
Additionally, the BDC offers, and must provide upon request, managerial assistance (“Managerial
Assistance”) to its portfolio companies. Making available Managerial Assistance means any arrangement
whereby a BDC, through its directors, officers or employees, offers to provide, and, if accepted, does so
provide, significant guidance and counsel
concerning the management, operations or business objectives and
policies of a portfolio company. Additional information regarding Managerial Assistance is included in Item
10 below.
This Brochure provides only broad summaries of the information which is more fully provided in the offering
documents for the Funds. Investors should refer to each specific Fund’s Offering Document for definitive
and more comprehensive information regarding a specific investment concept and the matters described in
this Brochure.
Availability of Customized Services
The Adviser tailors its advisory services to the specific investment objectives and restrictions of the Funds
as set forth in related client documents. However, LS Adviser does not tailor its advisory services to the
needs of the investors in the Funds (the “Members”).
Regulatory Assets Under Management
As of December 31, 2023, LS Adviser had approximately $440,382,232 of assets under management
(“AUM”) and $ 548,944,4322 of regulatory assets under management (as reported under Part 1, Item 5 of LS
Adviser’s Form ADV, “RAUM”), including both discretionary assets of the BDC and non-discretionary
assets of the Private Fund. Furthermore, as of the date hereof, LS Adviser has (i) received additional signed
subscription agreements for its discretionary Funds totaling approximately $81.2 million that it has been
unable to accept at this time due to investor concentration limits agreed to with certain investors, but would
expect to accept in the future to the extent additional investors are admitted to the BDC, and (ii) an additional
$100 million tranche of contingent capital for the Private Fund which is not available until LS Adviser
requests it, provided that the anchor investor may elect not to fund such tranche. The amount of AUM
reported in this Brochure is different than the amount of RAUM that LS Adviser reports in Part 1, Item 5 of
its Form ADV due to Item 5 requiring the calculation of RAUM to include any uncalled commitments, and
without deducting any outstanding indebtedness or other accrued but unpaid liabilities, while the LS Adviser
has calculated AUM in this Brochure exclusive of uncalled commitments to more precisely reflect client
assets being currently managed.