The Adviser, a Delaware limited partnership, and its affiliated entities provide investment
advisory services to investment funds privately offered to qualified investors in the United States
and elsewhere. The Adviser commenced operations in 2022.
The Adviser will provide discretionary investment management services through its private
fund clients, including NewVest Vintage 2022, LP, a Delaware series limited partnership (the
“Main Fund”) and certain Cayman Islands exempted limited partnerships that invest alongside a
corresponding Series (as defined below) of the Main Fund, including NewVest Vintage 2022
Feeder (PD50), LP and NewVest Vintage 2022 Feeder (PE 50), LP,(each, a “Cayman Fund” and,
collectively with the Main Fund (or the corresponding Series) as the context requires, the “Fund”
and, together with any future private investment fund to which the Adviser and/or its affiliates
provide investment advisory services, the “Funds”).
The general partner of the Fund, which is affiliated with the Adviser, is NewVest Vintage
2022 GP, LP (the “General Partner,” and collectively, together with any future affiliated general
partner entities, the “General Partners,” and together with the Adviser and their affiliated entities,
“NewVest”). The Fund’s “limited partners” are hereafter collectively referred to as the
“investors” where appropriate.
Each General Partner is subject to the Advisers Act pursuant to the Adviser’s registration
in accordance with SEC guidance. This Brochure also describes the business practices of the
General Partners, which will operate as a single advisory business together with the Adviser.
The Main Fund and each Fund is expected to comprise of multiple series of limited partner
interests (each a “Series”) that will each invest in a separate group of pooled investment entities
of a particular vintage year or years, or specified target vintage period, that meet certain asset class
classifications and are organized primarily to make underlying fund and/or other investments in
which the relevant Fund has directly or indirectly invested, generally referred to herein as
“Underlying Funds.” Each Series is designed to track the pooled return of a specific asset class
by seeking to invest in available, qualifying Underlying Funds identified by the General Partner in
a specific sector and vintage year or years (or specified vintage period) on a capital-weighted basis.
NewVest’s investment advisory services to the Funds will consist of identifying and evaluating
investment opportunities, negotiating the terms of investments, managing and monitoring
investments and achieving dispositions for such investments and other securities and other
property received as distributions from Underlying Funds.
The Main Fund initially includes the following Series:
o NewVest Vintage 2022, LP – Series PE 50; and
o NewVest Vintage 2022, LP – Series PD 50.
It is expected that the Main Fund will also include one or more of the following Series:
o NewVest Vintage 2022, LP – Series INFRA 50;
o NewVest Vintage 2022, LP – Series RE 50;
o NewVest Vintage 2022, LP – Series Impact 30;
o NewVest Vintage 2022, LP – Series Israel Tech 50;
o NewVest Vintage 2022, LP – Series Software Tech 30;
o NewVest Vintage 2022, LP – Series Healthcare 30; and
o NewVest Vintage 2022, LP – Series Energy Transition 30.
For purposes herein, unless otherwise specified, each reference to a “Series” also refers to
any Cayman Fund that invests alongside the applicable Series of the Main Fund, as the context
permits or requires such interpretation. Moreover, unless otherwise specified, each reference to a
“Fund” refers to each applicable Series thereof (on a Series-by-Series basis), as the context permits
or requires such interpretation.
NewVest’s advisory services to the Funds are detailed in the relevant private placement
memoranda or other offering documents (each, a “Memorandum”), limited partnership or other
operating agreements of the Funds (each, a “Partnership Agreement”), limited partnership or
other operating agreements of each Series (each, a “Separate Series Agreement” and, together
with any relevant Memorandum and Partnership Agreement, the “Governing Documents”) and
are further described below under “Methods of Analysis, Investment Strategies and Risk of Loss.”
Investors in the Funds participate in the overall investment program for the applicable Fund, but
in certain circumstances are excused from a particular investment due to legal, regulatory or other
agreed-upon circumstances pursuant to the Governing Documents; for the avoidance of doubt,
such arrangements generally do not and will not create an adviser-client relationship between
NewVest and any investor.
The General Partner is permitted to enter into separate side letter or other similar
agreements (“Side Letters”) with investors in the Fund.
Additionally, from time to time and as permitted by the Governing Documents, NewVest
may provide (or agree to provide) co-investment opportunities (including the opportunity to
participate in co-invest vehicles) to certain current or prospective investors or other persons,
including other sponsors, market participants, finders, consultants and other service providers,
NewVest’s personnel and/or certain other persons associated with NewVest and/or its affiliates
(e.g., a vehicle formed by NewVest’s principals to co-invest alongside a particular Fund’s
transactions), any commingled investment vehicle formed or advised by NewVest for a Fund’s
subsequent vintage year or vintage period whose investment strategy and target investments are
substantially similar to those of such Fund (together with any co-investment vehicles, parallel
investment vehicles, alternative investment vehicles related thereto, a “Subsequent Fund”) or any
investment fund, vehicle, account or arrangement formed or advised by NewVest with a primary
investment objective to purchase limited partner interests in a Fund and/or any Subsequent Funds
on the secondary market (such fund or vehicle, together with any successor fund and related
investment vehicle thereto, a “Secondary Fund”). Such co-investments can involve investment
and disposal of interests in the applicable Underlying Fund at the same time and on the same terms
as the Fund making the investment. However, from time to time, for strategic and other reasons, a
co-investor or co-invest vehicle (including a co-investing Fund) may purchase a portion of an
investment from one or more Funds after such Funds have consummated their investment in the
Underlying Fund (also known as a post-closing sell-down or transfer), which generally will have
been funded through Fund investor capital contributions and/or use of a Fund credit facility.
As of December 31, 2022, NewVest manages $46,500,000 in client assets on a
discretionary basis. NewVest UGP, LLC, a Delaware limited liability company, acts as the general
partner of NewVest. The principal owners of NewVest are identified in Schedules A and B of
NewVest’s Form ADV Part 1A (the “Principals”).