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Greenoaks: investment adviser
Greenoaks LLC, doing business as Greenoaks, is an investment adviser registered with the SEC (file 801-88209, CRD 165941). What it reports on Form ADV: assets and clients, fees, owners, disciplinary history and its client brochure. From the SEC's Investment Adviser Public Disclosure site; read Oct 21, 2026.
- Assets managed
- $18.3B
- Discretionary
- 100%
- Accounts
- 59
- Employees
- 67
- In advisory roles
- 19
- Disclosures
- 0
SEC adviser record · Full Form ADV (PDF)
The firm reports that it or a related person has custody of client cash and securities.
Form ADV Part 1A, Item 5, as filed on the SEC Investment Adviser Public Disclosure site; read Oct 21, 2026.
Clients and fees
Whom the firm advises and how it is paid, from Items 5.D, 5.E and 5.G.
| Client type | Clients | Assets | Share |
|---|---|---|---|
| Private funds and other pooled vehicles | 59 | $18.3B | 100.0% |
How it is paid
- A percentage of assets under your management
- Performance-based fees
Services
- Portfolio management for pooled investment vehicles (other than investment companies)
Who owns it
Schedule A lists direct owners of 5% or more (and officers who own a stake); Schedule B lists the owners of those owners.
Direct owners (Schedule A)
| Owner | Type | Role | Stake | Since | Control | Public company |
|---|---|---|---|---|---|---|
| Neil Mehta | Person | Managing partner | D 50% to 75% | Apr 2012 | Yes | |
| Benjamin Scott Peretz | Person | Managing partner | C 25% to 50% | Apr 2012 | Yes |
Form ADV reports ownership in bands, not exact stakes: A means 5% to 10%, B 10% to 25%, C 25% to 50%, D 50% to 75%, E 75% or more. F marks a general partner, trustee or managing member, a role that controls the firm without a percentage. Owners of less than 5% are not listed.
Form ADV Schedules A and B, via the SEC Investment Adviser Public Disclosure site.
Disciplinary history
The firm answered No to every disciplinary question on Form ADV (Item 11).
The brochure
Form ADV Part 2A: the plain-language document an adviser must give its clients. Each item is shown as filed; open an item to read all of it.
Greenoaks Capital ADV Part 2A, filed Jun 9, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18
Item 4. Advisory business
A. Description of the Advisory Firm Greenoaks LLC is a limited liability company organized on April 11, 2012 under the laws of the State of Delaware. Benjamin Peretz and Neil Mehta are the managing members and beneficial owners of the Investment Manager. B. Description of Advisory Services Greenoaks provides investment advice and management to privately placed investment funds (as described in response to Item 7 below), for which Greenoaks, or an affiliate, is either the general partner or investment manager (the “Funds” or “Clients”). Investment advisory services are provided to each Client pursuant to separate investment management agreements between each Client and Greenoaks or its affiliate.
Read the rest of Item 4 (377 more words)
In addition to typical venture capital funds, Greenoaks provides investment advisory services to private funds as part of an investment trading strategy and to co-investment Funds and separately managed Funds that include, but are not limited to, certain investors in other Greenoaks Funds. Although Greenoaks’ investment strategy and investments may vary on a Fund-by-Fund basis, generally speaking, Greenoaks primarily seeks to make investments in technology companies, as well as other investments across various asset classes, industries, sectors, and geographies. The Clients conduct a private offering of their interests (“Interests”) to certain qualified investors as described in response to Item 7 below (such investors and prospective investors are referred t o herein as “Investors”). C. Client Tailored Services and Client Imposed Restrictions Greenoaks manages each Client’s investments in accordance with the investment objectives and strategies set forth in the Client’s limited partnership agreement, operating agreement, articles of association, and/or offering documents (collectively, “Governing Documents”), as applicable. As set forth in the Governing Documents for each Client, Greenoaks may be subject to certain investment concentration limits, thresholds, and other restrictions. Other than as set forth in each Client’s Governing Documents, and by governing law and regulation, there are no material limitations on the instruments, strategies, and markets in which the Investment Manager may invest, nor is it subject to any formal diversification or consultation requirements with the Clients or their Investors. Greenoaks will have broad authority to implement, expand, contract, adapt, and otherwise modify investment sourcing, selection, management, and liquidation strategies and procedures in such manner as the Investment Manager determines to be appropriate. In certain cases, Greenoaks or its affiliates have entered into side letter agreements with certain Investors in a Client establishing rights under, or supplementing or altering the terms of, the applicable Governing Documents, including (without limitation) transparency rights, reporting rights, socially responsible investment guidelines, capacity rights, approval rights, and certain other protections, and the right to receive certain special allocations. Greenoaks does not otherwise accept Investor-imposed investment restrictions and does not tailor its advisory
services to the individual needs of Investors. D. Wrap Fees Greenoaks does not participate in wrap fee programs. E. Assets Under Management As of December 31, 2025, the Investment Manager had $18,272,992,245 of regulatory assets under management on a discretionary basis.
Item 5. Fees and compensation
A. Advisory Fees and Compensation Management Fee Greenoaks receives a quarterly management fee payable on the first day of each fiscal quarter, unless otherwise described in the applicable Governing Documents, that is generally based on a percentage of (i) the aggregate Investor capital commitments; (ii) the aggregate Investor capital balance; (iii) the aggregate cost basis of investments excluding any investments distributed or written off as of the start of the applicable quarter; or (iv) the Fund’s net asset value, as applicable. Certain Governing Documents permit Greenoaks to waive or agree to reduce the management fee for certain Investors.
Read the rest of Item 5 (3,699 more words)
Certain Greenoaks Funds that have a management fee based on Investor capital commitments initially will adjust the management fee following the end of the Fund’s investment period. Generally, subject to the applicable Governing Documents, the management fee will be reduced by a certain specified percentage, and further adjusted following certain specified events to the lesser of (i) the annual management fee as calculated pursuant to the first part of this sentence or (ii) a percentage of the net asset value of the Fund. Net asset value of the Fund shall mean the excess, if any, of the aggregate fair market value of the relevant Fund’s assets over the aggregate liabilities of the relevant Fund, in each case, as of the time of determination. The management fee will be payable until proceeds from all portfolio investments are distributed or until Greenoaks’ relationship with the relevant Fund is terminated for other reasons (as described in the Governing Documents). For those Greenoaks Funds that have a management fee with a basis other than net asset value, management fees will not correspond with fluctuations in the net asset value of individual investments or of a Fund, and generally will not be reduced in connection with any write down (whether temporary or permanent). Except where the Governing Documents expressly provide to the contrary, management fees also will not be reduced (in whole or in part) in the case of partial sales or dispositions, distributions (e.g., those resulting from a dividend recapitalization) or reorganizations, restructurings, roll-over investments, extraordinary dividends, or similar transactions, or in circumstances where one or more other Fund(s) divest their respective investment(s) in the relevant portfolio company, whether in whole or in part, in each case in circumstances that do not result in the complete disposition of the relevant Fund’s interest therein, and even in cases where the value of the Fund’s investment or the Fund’s ownership percentage in such investment has been reduced (including substantially reduced) as a result of such transaction.
Performance-Based Fees Clients may also pay a performance-based fee to Greenoaks, or an affiliate, which are typically based on the sharing of profits known as a carried interest or an incentive/performance allocation, and generally represent a percentage of the Fund’s investment income and net realized gains, subject to various conditions (e.g., hurdle rate, etc.). In limited instances, the performance-based fee may also be based on a Fund’s net asset value. Additional details regarding the performance-based fee paid are described in each Fund’s Governing Documents. Fees may be negotiable for certain Investors under certain circumstances. In addition, the management fee and/or performance-based fee may be waived or reduced for Investors that are employees or affiliates of Greenoaks, relatives of such persons, and for certain strategic Investors. B. Payment of Fees Fees are deducted from each Fund’s assets or are internally allocated, and Investors do not have the ability to choose to be billed directly for fees incurred. C. Additional Fees and Expenses Generally, Clients will bear their own organizational and operating expenses including without limitation (Investors should refer to the applicable Fund’s Governing Documents for a full description of fees and expenses):
Broker, dealer, sale, finder, loan administration, private placement, investment banker, and other similar fees, commissions and costs associated with transactions (see Item 12, Brokerage Practices, below); Activities with respect to identifying, sourcing (including meeting with consultants, finders, broker-dealers, investment banks, and other sources of investments, and developing and maintaining an investment pipeline), researching (including costs of research reports, surveys, questionnaires, calls, interviews, periodicals, publications, white papers, information service subscriptions, experts, other data (including market, consumer, business, statistical, or other third-party data), news and quotation equipment, cloud storage, other research costs associated with the Investment Manager’s internal research and investment teams (including the costs of developing, using, maintaining, or updating internal or external research systems and services, such as information technology, software, and artificial intelligence systems and services) or other relevant third-party service providers (“Service Providers”) of research, data, or other information), developing, and pursuing investment opportunities; Activities with respect to negotiating, bidding on, organizing, structuring (including any costs associated with any tax structuring or similar structuring considerations intended to facilitate the making, holding, or disposing of investments in a more taxefficient manner), diligencing (including, to the extent relevant to diligence, research costs, as described in the preceding paragraph), consummating, financing, refinancing, acquiring, owning, managing, monitoring (including, to the extent relevant to monitoring, research costs, as described in the preceding paragraph), operating, holding, hedging (including costs relating to interest rate or currency hedges, swaps or
similar transactions), restructuring, trading, taking public or private, selling, settling, valuing, winding up, liquidating, dissolving, or otherwise disposing of, as applicable, the actual and potential investments in portfolio companies (including follow-on investments and refinancings) or seeking to do any of the foregoing (including any associated legal, financing, commitment, transaction, or other costs payable to attorneys, tax professionals, accountants, investment bankers, commercial bankers, lenders, expert networks, industry or due-diligence experts, third-party diligence and deal-sourcing, software and other subscription services and Service Providers, consultants and similar professionals in connection therewith, executive search firms for searches related to portfolio company personnel, data providers, title companies, and similar professionals in connection therewith); Organizing, sponsoring, or attending (including attendance by the general partner, Investment Manager, or Greenoaks personnel) events for the benefit of actual or potential portfolio companies, including events intended to connect actual or potential portfolio companies (and their management teams and employees) with strategic partners or customers, founders and other executives; events related to advertising (including event sponsorship, attendance, and professional organization costs); and industry conferences; Maintaining the existence, good standing and registered office and agent of the Client and general partner in the jurisdiction of each Client’s organization and all related governmental fees and expenses; Banking, custodial, depository (including costs related to appointments or changes of any depository, representative, distribution agent or payment agent appointed pursuant to the AIFMD), trustee, account, or registered office fees and similar services; Indebtedness of, or guarantees made by or on behalf of the Client or any holding company (including any credit facility, letter of credit or similar credit support or any indebtedness entered into pending participation by a co-investor in an investment), including interest expenses, fees and repayment of principal, or evaluating, negotiating or conducting any other activities related to seeking to put in place or amend any such indebtedness or guarantee; Fund administration or similar costs related to any outsourced back-office Service Providers; Professional fees including legal, accounting, research (including expert networks, third-party data sources, and any other research Service Providers), auditing, technology, administration (including the external costs of any third party administrator), tracking (including costs associated with any tracking or reporting software), information, appraisal, advisory, valuation (including third-party valuations, fairness opinions, appraisals, pricing or data provider services), consulting (including costs of any persons retained by the general partner, Investment Manager or any of their respective affiliates to provide legal or other services in respect of an actual or potential portfolio company, to the extent not paid or otherwise reimbursed by a portfolio company), tax, general administrative and other professional services (including costs related to the establishment or maintenance of any such activities or services); Organizational and initial offering costs and expenses;
Printing, communications, mailing, courier, marketing, advertising, public notices and publicity; Unconsummated investments or disposition opportunities, including all costs incurred in developing, investigating, negotiating, structuring or terminating any proposed investment in which the Client does not actually invest and/or that may have been offered to co-investors (including co-investors’ proportionate share of any costs related to an investment or other opportunity not consummated) and any restructuring, taking public or private, disposition, transaction, project or other opportunity not consummated or otherwise not successful, and in each case, any broken-deal or unconsummated-deal expenses, breakup fees, reverse break-up fees, termination fees, and other or similar costs; Insurance, including directors and officers liability, errors and omissions liability, cybersecurity insurance, crime coverage, fiduciary bonds and general partnership liability premiums and other insurance (including umbrella policies), regulatory costs (including costs related to any retention or deductibles and broker costs and commissions), and any consultants or other advisors utilized in the procurement, review, maintenance and analysis of insurance, without regard to whether any action or omission insured against constitutes material misconduct; Filing, title, transfer, survey, registration and other similar costs; Preparation, distribution and/or filing of Client-related or investment-related financial statements or other reports, tax returns, tax estimates, tax elections, Schedule K-1s or similar forms; tax or financial account reporting, including any Foreign Account Reporting requirements; and any other administrative, governmental, compliance or regulatory filings or reports, including costs of any Service Providers, consultants, and professionals related to the foregoing; Developing, licensing, implementing, maintaining, or upgrading any web portal, extranet tools, computer software (including accounting, investor reporting, ledger systems, financial management, portfolio monitoring, valuation and cybersecurity) or other administrative or reporting tools (including subscription-based services) for the benefit of the Client or its Investors; Activities with respect to protecting the confidential or non-public nature of any information or data (including any costs incurred in connection with any data protection, privacy, or other similar laws, including compliance with the EU General Data Protection Regulation and reviewing and responding to any Freedom of Information Act, “open records,” “sunshine” or similar requests); Activities or proceedings of the Limited Partner Advisory Committee (“LPAC”), including fees and expenses of legal counsel and accountants retained to assist the LPAC and other expenses incurred in connection with the activities of the LPAC, and any out-of-pocket costs incurred by representatives of the general partner, LPAC, permitted observers and other persons in traveling, attending or otherwise participating in meetings of the LPAC, the costs of any guest speakers at such meetings of the LPAC, rental costs, meals, and entertainment for attendees, and costs associated with preparing materials for LPAC meetings;
Provision of services to the Client by a portfolio company of the Client, including fees and/or other remuneration, expense reimbursements and other amounts; Indemnification to the maximum extent not prohibited by applicable law (including any legal fees and any other costs incurred in connection with indemnifying any person pursuant to the Fund Governing Documents and advancing costs incurred by any such person in defense or settlement of any claim that may be subject to a right of indemnification); Actual, threatened or otherwise anticipated litigation, mediation, arbitration, proceeding, or other dispute resolution process, including any costs of discovery and any judgment, award, fine or settlement entered into or paid in connection therewith; All costs, losses, damages or other expenses relating to any representations or warranties or any indemnities given by the Client in relation to any investments or proposed investments, including where a claim has been made in respect of such representations, warranties or indemnities, and all other amounts paid to or for the benefit of portfolio companies other than as capital contributions thereto or in exchange for securities issued thereby; Any periodic meetings of the Investors and any other conference, meeting, or webcast or other video conference with any Investors (in each case, including any costs associated with venue, set-up, honorarium, dining, entertainment, gifts and mementos, events or speakers, and other costs related to or in connection with such meetings, and travel and travel-related costs of the Investors and persons associated with the Investment Manager in connection with such meetings); The management fee as well as any out-of-pocket costs, expenses or losses incurred in generating or realizing (or seeking to generate or realize) portfolio company remuneration; Except as otherwise determined by the general partner in its sole discretion, any cost relating to any alternative investment vehicle or its activities, business, the portfolio companies or actual or potential investments, holding vehicles or other investment conduits (to the extent not borne or reimbursed by a portfolio company) that would be a Fund expense if it were incurred in connection with the Client, any costs incurred in connection with the formation, management, operation, termination, winding up, and dissolution of any feeder vehicles related to the Client to the extent not paid by the Investors investing in such entities, and any other costs related to any structuring or restructuring of any Client entity; Termination, liquidation, winding up, or dissolution of the Fund and any entities owned directly or indirectly by the Fund (including portfolio companies) and related entities; Actions taken by the general partner on behalf of the Client with respect to any defaults by Investors in the payment of any capital contributions or other obligations; Amendments to, and waivers, consents or approvals pursuant to, the constituent documents of the Fund and any parallel fund, alternative investment vehicle or other entity owned directly or indirectly by the Fund; Compliance with any law, rule, regulation, policy, directive, or special measure (including in relation to privacy, data protection, know-your-customer, anti-money laundering, sanctions, anti-terrorism, cross-border activity tracking, and environmental,
social, and governance (“ESG”) considerations), including any legal, administrator, consulting, or other Service Provider costs, obtaining any lending and/or similar licenses required in connection with the Client’s investment program, and any regulatory costs of the general partner or any of its affiliates, in each case, incurred in connection with the operation of the Client, and/or the validation or other confirmation of any payments made to the Client or the general partner (including in connection with any anti-money laundering laws, rules, or regulations); Any litigation or governmental inquiry, investigation or proceeding, including any costs of discovery related thereto, costs of all governmental examinations, audits (including the fees of any auditor), investigations and similar proceedings, or other governmental proceeding relating to the activities of the Client or any investment or proposed investment, and the amount of any judgments, settlements or fines paid in connection therewith, except to the extent such costs or amounts have been determined to be excluded from indemnification by the Client’s Governing Documents; Any consultants, experts or advisors engaged by the general partner or by joint venture partners, including independent appraisers engaged by the general partner in connection with the Client considering, making, holding or disposing of, directly or indirectly, an investment in the same portfolio company as one or more other investment vehicles managed or controlled by the Investment Manager; Unreimbursed costs incurred in connection with any Investor transfer or proposed transfer, withdrawal, or default (but only to the extent not paid by the Investor or transferee), or any Investor’s name change, internal restructuring or change in trust, registered agent or custodian; Any taxes, fees and other governmental charges levied against or otherwise borne by the Client or any affiliated alternative investment vehicle and all costs incurred in connection with any tax audit, inquiry, investigation, settlement or review (except to the extent that the Client is reimbursed by an Investor) and any costs related to any “designated individual” of the Client; Any changes to the operation of the Client and the terms of its Governing Documents or any agreement with any provider of services to or in respect of the Client (and any related disclosures), which the general partner considers to be necessary or desirable and arise from any material change in the legal, tax or regulatory system in which the Client operates; Distributions to Investors and other costs associated with the acquisition, holding and disposition of the Client’s investments, including extraordinary expenses and costs associated with managing distributions of securities; Compliance or regulatory matters related to the Client, including Investor-related services, compliance with the Client Governing Documents and/or any side letter or similar agreement and any Fund compliance checklists; All fees, costs and expenses incurred in connection with negotiating, administering or amending side letters with Investors (provided that in the general partner’s discretion any such fees, charges and expenses with respect to any Investor’s side letter may be allocated solely to such Investor to the extent permitted by such side letter);
Attendance of any member, manager, shareholder, partner, director, officer, employee or affiliate of the general partner, Investment Manager or any of their respective affiliates at any conference to the extent such attendance relates to any portfolio company or actual or potential investment, including any applicable registration costs and exhibition, sponsorship, or other presentation costs; Any travel (including air travel (permitted to be business, first-class, or private air travel, as the general partner reasonably determines to be appropriate), train, car or ridesharing services, other modes of transportation, lodging, meals, and entertainment relating to any activities on behalf of the Client, including in connection with consummated and unconsummated investment and disposition opportunities; Acquisition, disposition, lending and custody of crypto assets, including without limitation third-party wallet providers and any costs, fees or expenses relating to crypto asset or other currency exchange (e.g., blockchain-related transaction or related fees), transfers, voting, staking or other protocol operations or blockchain-related information technology, hardware or physical vaults, cold storage, security or asset custody, or other systems or technology, or other similar or related expenses; Any costs incurred in connection with any restructuring of the Client, including any amendments to the Governing Documents of the Client and related entities; Costs in connection with the Client’s legal and regulatory compliance with U.S. (federal, state and local) or non-U.S. laws, rules or regulations, policies, directives or special measures (including with regard to privacy, data protection, anti-money laundering, know-your-customer considerations, sanctions or anti-terrorism considerations (including the validation or other confirmation of any payments made to the Client, the general partner or the portfolio companies), the U.S. Foreign Account Reporting Requirements, the OECD Standard for Automatic Exchange of Financial Account Information – Common Reporting Standard and any similar laws, rules and regulations, and cross-border activity tracking (e.g., TIC and BEA forms), filings with and reporting to securities regulators and exchanges (including Form PF and costs of Service Providers in connection with such matters), national security filings (including, without limitation, CFIUS) in connection with the Client’s portfolio companies or actual or potential investments, regardless of the reason that any such filing is made, organizational and ongoing costs resulting from marketing the Client in the European Economic Area or the United Kingdom (including ongoing compliance expenses, costs and fees contemplated by, or related to, the AIFMD, the CISA, or the FinSA, the Sustainable Finance Disclosure Regulation, the Taxonomy Regulation or any similar law, rule or regulation relating to the implementation thereof) and the cost of any representative, distribution agent or payment agent (including any Swiss representative, paying agent, or ombudsman appointed pursuant to the CISA or FinSA or any law, rule or regulation relating to the implementation thereof) in connection with the offering or sale of interests in non-U.S. jurisdictions, any governmental, regulatory, licensing, filing or registration fees incurred in compliance by the Client with the rules of any self-regulatory organization or any federal, state or local laws, fees and expenses (including office space and travel and accommodation expenses) related to non-U.S. entities formed for tax, regulatory, or similar purposes to hold investments of the Client, including any costs of any Service Providers and professionals related to the foregoing,
and costs incurred in connection with the monitoring of the Client’s ongoing compliance with the foregoing; Costs associated with ESG or other investment considerations and policies applicable to Clients, a general partner, or any of their respective affiliates with respect to any applicable law, rule, regulation, or order, including engaging any related consultants; Amounts paid to or for the benefit of portfolio companies other than as capital contributions thereto or in exchange for securities issued thereby; and Any other costs approved by the Client’s LPAC.
The inclusion of an expense category in a Client’s Governing Documents will not impose on Greenoaks an obligation to charge an expense (or the full amount of that expense) to that Client; instead, permitted expenses will be allocated and charged in Greenoaks’ discretion to the Client(s) it deems appropriate. With respect to certain Clients, to the extent Greenoaks or its affiliates receive transaction, commitment, break-up, advisory, syndication, directors, officers, management, or similar fees paid by a portfolio company, these fees are expected to offset the management fees payable by such Client in accordance with the Client’s Governing Documents. In certain circumstances, Greenoaks or a Fund may pay an expense or obligation common to multiple Funds and/or co-investors (including, without limitation, legal expenses for a transaction in which all such Funds and/or co-investors participate, or other fees or expenses in connection with services the benefit of which are received by other Funds and/or coinvestors over time), and be reimbursed by other Funds for their share of such expenses or obligations, without interest. To the extent the paying Fund makes use of a credit facility to pay such expense, it generally will not be reimbursed separately by other Funds for the costs of establishing, negotiating, renegotiating, refinancing, or maintaining the facility as a whole. While Greenoaks believes such circumstances to be highly unlikely, it is possible that one of the other Funds could default on its obligation to reimburse the paying Fund. In certain circumstances, Greenoaks, the relevant general partner, or an affiliate thereof is expected to advance amounts related to the foregoing and receive reimbursement from the Funds to which such expenses relate. Expenses charged at the level of a portfolio company or intermediate entity, or capitalized into the cost of a transaction, generally will not be reflected as Fund expenses in calculating the gross and net performance of the relevant Fund, and so Greenoaks expects to be subject to potential conflicts of interest in determining whether certain expenses should be charged to the portfolio company or intermediate entity or capitalized into transaction costs. It is critical that Investors refer to the relevant Governing Documents for a complete understanding of how Greenoaks is compensated for its advisory services and the associated fees and expenses of a Fund. The information contained in this Brochure is a summary only and is qualified in its entirety by those documents. D. Prepayment of Fees Certain Clients may pay advisory fees quarterly in advance. Upon termination of advisory
services, advisory fees that have been prepaid are pro-rated based on the termination date and rebated back to the Investor. E. Additional Compensation and Conflicts of Interest Neither Greenoaks nor any of its supervised persons accepts compensation (e.g. brokerage commissions) for the sale of securities or other investment products.
Item 6. Performance-based fees and side-by-side management
As discussed in Item 5 above, depending on the performance of the Client’s portfolio investments, Greenoaks, or an affiliate, may receive a performance-based fee based on a percentage of the Client’s net profits upon dissolution of the Client or pooled investment vehicle or under certain other conditions, for example, a distribution of securities to Investors or the withdrawal of an Investor’s investment. In general, the Clients allocate a portion of their investment profits to Greenoaks or its affiliates pursuant to each Client’s applicable Governing Documents.
Read the rest of Item 6 (301 more words)
The foregoing performance-based fee may be subject to the achievement of a minimum annual rate of return on the amount of unreturned capital contributions or capital account balance of Investors as of the date of determination, for example, with specific information to the calculation of the performancebased fee included in each Fund’s Governing Documents. It should be noted that the possibility Greenoaks or an affiliate may receive performance-based compensation creates a potential conflict of interest in that it may create an incentive for the Investment Manager to make investments that are riskier or more speculative than in the absence of such performance-based fees. Greenoaks is guided by fiduciary principles in the management of conflicts of interest. Put simply, Greenoaks is expected to always act in the best interests of its Clients. Greenoaks’ fiduciary obligation applies in every aspect of its dealings with Clients, regardless of the account relationship, assets under management, or fee structure. To address these types of potential conflicts, Greenoaks has adopted policies and procedures pursuant to which allocation decisions may not be influenced by fee arrangements, and investment opportunities will be allocated in a manner that Greenoaks believes is consistent with its obligations as an investment adviser. The Investment Manager may cause a Client to invest in another Client to the extent it is in the best interest of both Clients and the transaction is effected in accordance with the Governing Documents and at a valuation determined in good faith by the Investment Manager in accordance with its valuation policies and procedures. To the extent that a Client is invested in another Client commonly managed by the Investment Manager or its affiliates, the management fee, performance-based fee, or other compensation, if applicable, will be applied only once (generally, the level at which the third-party Investors’ capital is invested).
Item 7. Types of clients
Greenoaks provides investment advisory services to Clients, which are private funds. Investment advice is provided directly to the Clients and not individually to Investors. Interests in the Funds are offered pursuant to applicable exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”) and the Investment Advisers Act of 1940, as amended (the “Advisers Act”). In general, Investors in the Funds are accredited Investors and include, among others, high-net-worth individuals, family offices, banks, thrift institutions, pension and profit-sharing plans, trusts, estates, charitable organizations, university endowments, corporations, limited partnerships, and limited liability companies, or other entities.
Read the rest of Item 7 (71 more words)
All Investors must be financially sophisticated and capable of evaluating the risks and merits of an investment in a Fund. In general, interests in the Funds are offered to both U.S. persons and non-U.S. persons. An Investor’s minimum initial investment amount varies by Fund. The minimum initial investment amount may be stated in each Fund’s Governing Documents and subject to waiver by the Investment Manager in its sole and absolute discretion.
Item 8. Methods of analysis, investment strategies and risk of loss
General Although Greenoaks’ investment strategy and investments may vary on a Fund-by-Fund basis, generally speaking, Greenoaks primarily seeks to make investments in technology companies, as well as other investments across various asset classes, industries, sectors and geographies. A. Methods of Analysis and Investment Strategies The Investment Manager’s personnel perform detailed fundamental analysis on portfolio companies’ applicable markets, management teams, competitive advantages, unit economics, financial models, and other factors. The Investment Manager’s strategy is generally focused on cumulative returns over a sustained period.
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The Investment Manager seeks to leverage its operational and investment experience in a number of markets to achieve the Clients’ objectives, generally by identifying and making long-term investments in exceptional businesses with durable competitive advantages in large and growing markets. The Clients will invest in a wide range of geographies and sectors where the Investment Manager believes it has identified attractive investment opportunities based on its primary research and fundamental analysis. For Clients seeking returns primarily through public markets, the Investment Manager will generally seek to achieve this objective by identifying mispriced or undervalued publicly listed securities through primary research. The investment objective is generally to generate attractive risk-adjusted absolute returns over a long-term horizon by identifying high-quality businesses before they are obvious to others. The Investment Manager possesses a broad investment mandate and may trade across all asset classes, market sectors, geographies, and security types.
Greenoaks’ investment philosophy is generally focused on acquiring positions in highquality businesses with strong management teams at reasonable valuations. It focuses on comprehensive and creative primary research to develop a differentiated view on the businesses in which it invests. The Investment Manager believes that its investigative, research-focused processes and long-term investment horizon differentiate its approach in investing in both private and public companies. There can be no assurance that the Clients will achieve their investment objectives or avoid incurring substantial or complete loss of invested capital. B. Risk of Loss Investing in securities involves risk of loss that Investors should be prepared to bear. Below are some of the risks that Investors should consider before investing in any Greenoaks Fund. Any or all such risks could materially and adversely affect investment performance, the value of any account, and could cause Investors to lose their entire investment. Potential Investors in a Greenoaks Fund should review the applicable Client’s Governing Documents carefully, and in their entirety, and consult with their professional advisers before deciding whether to invest. The following risks are not a complete explanation of the risks involved in an investment in the Clients. The following discussion sets forth some of the more significant risks associated with the investment strategies pursued by Greenoaks. The summary below does not purport to be a complete list or explanation of risk involved in an investment. Greenoaks Clients’ Governing Documents may include a more detailed summary of material risks applicable to each Client and should be read in conjunction with the below risks. Potential Loss of Investment: An investment in the Client is speculative and involves a substantial degree of risk. There can be no assurance that the Clients will achieve their objective or avoid incurring substantial or total losses. No Assurance of Investment Return: No assurance can be given as to Greenoaks’ ability to choose, make, and realize investments in any particular geography, industry sector, company, or portfolio of companies or that a Client will be able to implement its investment strategy or achieve its investment objective or otherwise achieve the same or similar performance to any predecessor Greenoaks Funds. There can be no assurance that a Fund will be able to generate returns for its investors or that the returns will be commensurate with the risks of investing in the types of geographies, industries, companies, and transactions described herein. With respect to actual direct or indirect investments, realization of an asset before the end of its projected life or base-case underwriting assumptions may materially alter the actual returns realized by the Fund. Actual returns to investors in a Fund may be materially different than the target returns for the portfolio companies. The value of the portfolio companies may fall as well as rise, and an Investor may not be repaid the total amounts previously drawn down from it. Investors in the Fund will bear the management fee and all expenses related to the Fund’s operations. Such fees and expenses will reduce the actual returns to Investors. Most of the fees and expenses may be paid regardless of whether the Fund produces positive investment returns, and these fees and expenses could reduce the amount of the investment recovered by an Investor to an amount less
than the amount invested. There can be no assurance that any Investor will receive any distribution from a Fund. Accordingly, an investment in a Fund should only be considered by persons for whom a speculative, illiquid, and long-term investment is an appropriate component of a larger investment program and who can afford a loss of their entire investment. Future and Past Performance: The performance of Greenoaks’ principals’ prior investments is not necessarily indicative of the Clients’ future results. While Greenoaks intends for Clients to make investments that have estimated returns commensurate with the risks undertaken, there can be no assurances that any targeted internal rate of return will be achieved. On any given investment, loss of principal is possible. Risks Associated with Investing in Portfolio Companies Generally: Identifying and participating in attractive investment opportunities and assisting in the building of successful enterprises is difficult. There often will be little or no publicly available information regarding the status and prospects of portfolio companies. Many investment decisions by the Investment Manager will be dependent upon the ability of its members, employees, and agents to obtain relevant information from nonpublic sources, and the Investment Manager often will be required to make decisions without complete information or in reliance on information provided by third parties that is impossible or impracticable to verify. The marketability and value of each investment will depend on many factors beyond the Investment Manager’s control. Each portfolio company will be managed by its own officers and directors, who typically will not be affiliated with the Investment Manager. The Clients generally will hold minority positions in portfolio companies or acquire securities that are subordinated vis-à-vis other securities as to economic, management, or other attributes. Portfolio companies will have substantial variations in operating results from period to period, face intense competition, and experience failures or substantial declines in value at any stage. They may need substantial additional capital to support growth or to achieve or maintain a competitive position, and such capital may not be available on attractive terms. A Fund’s capital is limited and may not be adequate to protect the Fund from dilution in multiple rounds of portfolio company financing. Volatility: The Clients’ performance is expected to be volatile. The Investment Manager’s strategy purposefully tolerates greater short-term volatility than would be acceptable to many investors, with the objective of achieving long-term profitability. In addition, the public market for technology and other emerging growth companies is extremely volatile, which may adversely affect the development of portfolio companies, the ability of Clients to dispose of investments, and the value of investment securities. In particular, the receptiveness of the public market to initial public offerings by portfolio companies may vary dramatically from period to period. An otherwise successful portfolio company may yield poor investment returns if it is unable to consummate an initial public offering at an appropriate time. Even if a portfolio company effects a successful public offering, the Client or Investors may be prevented from disposing of the portfolio company’s securities for a material period of time due to a contractual “lock-up,” applicable law, or other restrictions. Similarly, the receptiveness of potential acquirors to Clients’ portfolio companies will vary over time and, even if a portfolio company investment is disposed of via merger, consolidation, or similar transaction, the Client’s stock, security, or other interests in the surviving entity may not be marketable. There can be no guarantee that any portfolio company investment will result in a liquidity event via public offering, merger, acquisition, or otherwise.
Unpredictable Investor Sentiment: Investor sentiment regarding the market, an industry, or an individual stock, fixed income, or other security is not predictable and could adversely affect the Clients’ investments. Investment Information: The Investment Manager may not be able to obtain complete or accurate information about an investment and may misinterpret information it receives. It also may receive material nonpublic information about an issuer that may restrict the Investment Manager, based on applicable securities laws or Greenoaks’ internal policies, from initiating a transaction or selling an investment that may have been undertaken if such information had not been known to it. Fundamental Analysis: Fundamental analysis is subject to the risk of inaccurate or incomplete market information (an endemic problem with emerging markets), as well as the difficulty of predicting future prices based upon analysis of all known information. Investments made based upon fundamental analysis are subject to significant losses when market sentiment leads to market prices being materially discounted from the expected prices indicated by fundamental analysis or when technical factors, such as price momentum encouraged by trend following, dominates the market. Equity Strategies Market Risks: The Investment Manager’s equity strategies are subject to multiple dimensions of market risk including, without limitation, unexpected directional price movements; emerging markets investing risk; changes in the regulatory environment; changes in market volatility; political and market disruptions; misconduct by management; inaccurate government and financial reporting; and unequal access to market information. Interest Rate Change: The prices of the securities (both equity and fixed-income) held by the Clients may be sensitive to interest rate fluctuations. In addition, interest rate increases generally will increase the costs of any leverage used by the Clients. Inflation and Deflation. Inflation risk is the risk that the value of certain investments or income thereon will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of a Client’s investments can decline. Deflation risk is the risk that prices decline over time – the opposite of inflation. Deflation may have an adverse effect on the creditworthiness of portfolio companies in which the Client invests and may make defaults more likely, which may result in a decline in the value of the Client’s investments. High rates of inflation and rapid increases in the rate of inflation generally have a negative impact on financial markets and the broader economy. In an attempt to stabilize inflation, governments may impose wage and price controls or otherwise intervene in a country’s economy. Governmental efforts to curb inflation, including by increasing interest rates or reducing fiscal or monetary stimuli, often have negative effects on the level of economic activity. Persistently high levels of inflation could have a material and adverse impact on the Client’s investments and its aggregated returns. For example, if a portfolio company were unable to increase its revenue while the cost of relevant inputs was increasing, the portfolio company’s profitability would likely suffer. Likewise, to the extent a portfolio company has revenue streams that are slow or unable to adjust to changes in inflation, including by contractual arrangements or otherwise, the portfolio company could increase revenue by less than its expenses increase. Conversely, as inflation declines, a portfolio company may see its
competitors’ costs stabilize sooner or more rapidly than its own. Additionally, because the preferred return is not linked to the rate of inflation, as the rate of inflation increases, the proportion of real returns (i.e., the nominal rate of return less the rate of inflation) treated as preferred return decreases and the proportion of real returns subject to performance-based compensation increases. There can be no assurance that high rates of inflation will not have a material adverse effect on the investments of the Client. Counterparty Risk: Counterparties such as brokers, dealers, custodians, and administrators with which the Investment Manager does business on behalf of Clients may default on their obligations. For example, the Clients may lose assets on deposit with a broker if the broker, its clearing broker or an exchange clearing house becomes bankrupt. Litigation: In the ordinary course of business, Clients and their portfolio companies could be subject to litigation from time to time. The outcome of such proceedings may materially adversely affect the value of the Clients and may continue without resolution for long periods of time. Any litigation may consume substantial amounts of the general partner’s and the Investment Manager’s time and attention, and that time and the devotion of these resources to litigation may, at times, be disproportionate to the amounts at stake in the litigation. Limited Access to Information; Confidentiality: Investors’ rights to information regarding a Fund, the relevant general partner (or other control person), or Greenoaks generally will be specified, and in many cases strictly limited, by the Governing Documents. In particular, it is anticipated that the general partner and its affiliates will obtain certain types of material information from or relating to a Fund’s investments that will not be disclosed to Investors because such disclosure is prohibited, including as a result of contractual, legal, or similar obligations outside of Greenoaks’ control. Decisions by Greenoaks or its affiliates to withhold information may have adverse consequences for Investors in a variety of circumstances. For example, an Investor that seeks to transfer its interest in a Fund may have difficulty in determining an appropriate price for such interest. Decisions to withhold information may also make it difficult for an Investor to monitor Greenoaks and its performance. Additionally, it is anticipated that Investors that designate representatives to participate on a Fund’s LPAC generally may, by virtue of such participation, have more or earlier information about a Fund and its investments in certain circumstances than other Investors. Investors generally will bear the expenses of responding to disclosure requests, including in connection with state public records, similar freedom of information and other laws, whether or not the relevant Fund succeeds in asserting confidentiality for requested documents and other materials, and Greenoaks reserves the right to withhold certain information from Investors subject to such laws for reasons relating to Greenoaks’ public reputation, business strategy, or other reasons. Notwithstanding the foregoing, or the provision of any Fund’s Governing Documents, Greenoaks will not as a matter of policy interpret any Fund’s confidentiality or information rights provisions to: (i) prohibit any Investor from reporting possible violations of applicable law or regulation to any governmental agency or entity, or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation; or (ii) require any Investor to provide notification that it has made such reports or disclosures. Leverage: The Funds may have the authority to borrow, trade on margin, utilize derivatives, and otherwise obtain leverage from brokers, banks, and others on a secured or unsecured basis.
The Funds may utilize leverage to the extent deemed appropriate by the Investment Manager, and the amount of leverage utilized by the Funds may be significant. Investors should refer to the applicable Fund’s Governing Documents regarding limitations on the amount of leverage able to be deployed in connection with the Fund’s investment program. The overall leverage of the Fund will depend on the investment strategies employed by the Fund and specific market opportunities. The Funds may borrow for cash management and other purposes, such as to satisfy withdrawal requests. To facilitate such borrowings, the Funds may, among other things, enter into a credit facility with a Service Provider to a Fund or a third-party credit institution. Leverage is generally considered a speculative investment technique, and the use thereof magnifies the potential for gain or loss on amounts invested, and therefore increases the risks associated with investing. If the value of a Client’s investments decreases, leveraging would cause the Client’s losses to be greater than they otherwise would have been without leverage. Similarly, any decrease in the Client’s income would cause net income to decline more sharply than it would have absent such borrowing. If an investment appreciates in value and is disposed of prior to repayment, the Client generally would apply disposition proceeds to repay the borrowing and related interest and expenses, and the absence of invested capital funded by investors potentially will result in a distribution of net proceeds without a preferred return accrual on the amount invested. Accordingly, borrowings have the potential to support the distribution of proceeds to investors and increase the carried interest for the relevant general partner, as reduced by the interest incurred by the Client. This scenario potentially incentivizes the general partner to permanently fund the acquisition and ongoing capital needs of the Client’s investments and related expenses with the proceeds of such borrowings in lieu of drawing down capital contributions on an as-needed basis, and, accordingly, capital contributions to repay such borrowings may be required only at the time of the disposition of an investment (or never, if principal and interest on such borrowings are always repaid out of disposition proceeds). Subscription Lines: A Fund generally is permitted to enter into a subscription line with one or more lenders to finance its operations, including the acquisition, financing, or refinancing of the Fund’s investments, as well as to consolidate or make less frequent capital calls to Investors. Fund-level borrowing subjects Investors to certain risks and costs. For example, because amounts borrowed under a subscription line typically are secured by pledges of the relevant general partner’s right to call capital from the limited partners, limited partners may be obligated to contribute capital on an accelerated basis if the Fund fails to repay the amounts borrowed under a subscription line or experiences an event of default thereunder. Moreover, any limited partner claim against the Fund would likely be subordinate to the Fund’s obligations to a subscription line’s creditors. In addition, Fund-level borrowing will result in additional partnership expenses that will be borne by Investors. These expenses typically include interest on the amounts borrowed, unused commitment fees on the committed but unfunded portion of a subscription line, an upfront fee for establishing a subscription line, and other one-time
and recurring fees and/or expenses, as well as legal fees relating to the establishment, structuring, and negotiation of the terms of the borrowing facility, as well as expenses relating to maintaining, renegotiating, or terminating the facility. Because a subscription line’s interest rate is based in part on the creditworthiness of the relevant Fund’s limited partners and the terms of the Governing Documents, it may be higher than the interest rate a limited partner could obtain individually. To the extent a particular limited partner’s cost of capital is lower than the relevant Fund’s cost of borrowing, Fund-level borrowing can negatively impact a limited partner’s overall individual financial returns even if it increases the Fund’s reported net returns in certain methods of calculation. Conflicts of interest have the potential to arise in that the use of Fund-level borrowing typically delays the need for limited partners to make contributions to a Fund, or results in short-term gains to a Fund, which in certain circumstances enhances the relevant Fund’s return calculations and thereby has the potential to benefit the marketing efforts of the general partner and its affiliates and increases the likelihood that any hurdle or preferred return component in the Fund’s carried interest arrangements will be met. A portfolio company financing from a subscription line, rather than from a Fund-level equity commitment, has the potential to increase such returns, particularly in instances where the relevant amount has been drawn for an extended period of time. In other circumstances the use of Fund-level borrowing can increase the base of a Fund’s management fee calculation, such as during periods where management fees are based in whole or in part on an acquisition cost that includes a borrowing component (including interest expense). The use of Fund-level borrowing arrangements, and the repayment or non-repayment thereof, can also influence the determination of the end of a Fund’s investment period, and cause or defer a related change in the basis of the relevant Fund’s management fee calculation under the Governing Documents. Conflicts of interest also have the potential to arise to the extent that a subscription line is used to make an investment that is later sold in part to co-investors (including one or more co-investing Funds) as, to the extent co-investors are not required to act as guarantors under the relevant facility or pay related costs or expenses, co-investors nevertheless stand to receive the benefit of the use of the subscription line and neither the relevant Fund nor Investors generally will be compensated for providing the relevant guarantee(s) or being subject to the related costs, expenses, and/or liabilities. Co-Investments: Greenoaks is permitted to create co-investment funds any of which may compete with other Clients for investment opportunities, co-invest with other Clients, or otherwise give rise to conflicts of interest. Greenoaks may be, or become subject to, binding obligations to make co-investment opportunities available to such other Clients. Greenoaks will have no obligation to provide notice to other Clients or Investors that coinvestments have taken place. Duration of Investment Positions: The markets and investments to which the Clients will generally commit substantial portions of their portfolios are purposefully long-term and may result in material economic dilution due to the fair value/‘true value’ discrepancy. The Investment Manager will often be unable to liquidate the Clients’ longer-term positions at reasonable prices over a reasonable period of time should the Investment Manager
determine that an investment is no longer likely to realize its profit potential. Concentration of Investments: Greenoaks has broad discretion with respect to the size of the companies in which it may invest and the concentration of investments (by sector, industry, capitalization, company, country, or asset class) on behalf of its Clients. Client portfolios may become concentrated in a limited number of companies in technology or other industries, increasing the vulnerability of the portfolio as compared with a portfolio that is more diversified. In certain cases, a Client may acquire majority or greater interests in a portfolio company, which could further increase the vulnerability of the portfolio. Valuation of Assets: Greenoaks is responsible for the valuation of each Client’s assets, in accordance with such Client’s Governing Documents and Greenoaks’ valuation policy. There is no actively traded market for most of the securities owned by the Clients. Securities and all other assets for which no market prices are available will be valued at such value as Greenoaks may reasonably determine. Valuations are generally subject to multiple levels of review prior to approval and ensuring that portfolio investments are fairly valued is an important focus of Greenoaks. However, the process of valuing securities for which reliable market quotations are not available is based on inherent uncertainties and the resulting values may differ from values that would have been determined had an active market existed for such securities and may differ from the prices at which such securities may ultimately be sold. Third-party pricing information may at times not be available regarding certain of a Client’s assets. It is Greenoaks’ policy to determine the “fair value” of the Client assets in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), particularly Accounting Standard Codification 820, Fair Value Measurements. When estimating fair value, Greenoaks will apply a methodology based on its best judgment that is appropriate in light of the nature, facts, and circumstances of the investments. Among other things, Greenoaks will consider: securities (including options, warrants, and crypto asset securities) that are freely tradable and listed on major securities exchanges at their last reported sales price as of the measurement date. If the securities are tradeable on multiple exchanges, Greenoaks considers whether a principal (or most advantageous) market exists. For exchanges which operate continuously without close, Greenoaks considers the last reported sales price immediately prior to UTC (Universal Time Coordinated) 12 AM. Total return swaps are valued based on the terms of the contract (including the notional amount) and current market data, such as interest rates and changes in the fair value of the reference asset. Investments in options and warrants not listed on major securities exchanges are valued using option pricing models, which take into account the contractual terms, as well as additional inputs such as value of the underlying security, volatility, dividend yield, and the risk-free interest rate. In cases where options and warrants are contingent upon future events, Greenoaks may use other models including scenario-based methods. In cases where warrants represent embedded features of convertible instruments or preferred securities, value may not be separately ascribed to the instruments. For investments in private operating companies, the transaction price, excluding transaction costs, is typically Greenoaks’ best estimate of initial fair value. Ongoing valuations incorporate valuation techniques that consider one or more of the following: an arm’s-length financing and/or sales transaction with third parties, an income approach based on a
discounted cash flow analysis, and a market approach based on operating or transaction multiples. Allocation of total company value to specific securities / investment holdings may be based on the current value method, common stock equivalents, option pricing models, or scenario-based methods. Greenoaks may consider unconsummated transactions in its determination of fair value. In such situations, Greenoaks typically considers some or all of the following: terms and nature of securities to be transacted, whether the transaction is arm’s length and orderly in nature, and the degree of uncertainty associated with the transaction closing as well as the proximity of the transaction to the measurement date. In certain instances, Greenoaks may use multiple valuation techniques for a particular investment and estimate fair value based on a weighted average, a selected outcome within a range of multiple valuation results, or a scenario-based model. The actual realized returns on unrealized investments will depend on various factors, including future operating results, market conditions at the time of disposition, legal and contractual restrictions on transfer that may limit liquidity, any related transaction costs, and the timing and manner of disposition, all of which may differ from the assumptions and circumstances on which the current unrealized valuations are based. With respect to the Clients, the exercise of such discretion by Greenoaks may give rise to conflicts of interest, as the performance allocation with respect to certain Clients is calculated based on these valuations and such valuations affect performance calculations. Reliance on the General Partner, Professionals, and Key Personnel: Control over the operation of the Clients, including decisions with respect to structuring, negotiating, purchasing, financing, and divesting investments, will be vested with the relevant general partner (or other control person), and Investors generally have no right or power to take part in the management of the Clients. Consequently, the Investors will be relying on the ability of the relevant general partner to locate and evaluate the investments to be made by the Client. The success of the Clients will depend in large part on the skill and expertise of the Investment Manager’s investment professionals and other personnel. There can be no assurance that such personnel will continue to be associated with or remain in the same roles at the Investment Manager, and a loss of the services of any such personnel for any reason and for any period of time could impair the Investment Manager’s ability to implement its investment program or avoid losses. In light of ever increasing competition among alternative asset firms, financial institutions, fund sponsors, and other industry participants (including portfolio companies) for hiring and retaining qualified personnel, there can be no assurance that any personnel will continue to be associated with, or remain in the same roles, at the Investment Manager. In-Kind Distributions: Distributed securities may be subject to a variety of legal or practical limitations on sale. In particular, immediately following a distribution of securities, trading volume may be insufficient to support sales and such sales may trigger a price decline below the distribution price. Cybersecurity: Greenoaks Clients’ Service Providers and other market participants increasingly depend on complex information technology and communications systems to conduct business functions. These systems, which may use artificial intelligence or machine learning technologies (“AI Technologies”), are subject to a number of different threats or risks that could adversely affect Clients and their Investors, despite the efforts of Greenoaks
and Clients’ Service Providers to adopt technologies, processes, and practices intended to mitigate these risks and protect the security of their computer systems, software, networks, and other technology assets, as well as the confidentiality, integrity, and availability of information belonging to Clients and their Investors. For example, unauthorized third parties may attempt to improperly access, modify, disrupt the operations of, or prevent access to these systems of Greenoaks, Clients’ Service Providers, counterparties, or data within these systems. Third parties may also attempt to fraudulently induce employees, customers, Service Providers, or other users of Greenoaks systems to disclose sensitive information in order to gain access to Greenoaks data or that of the Clients’ Investors. A successful penetration or circumvention of the security of the Investment Manager’s systems could result in the loss or theft of an Investor’s data or funds, the inability to access electronic systems, loss or theft of proprietary information or corporate data, physical damage to a computer or network system, or costs associated with system repairs. Such incidents could cause the Clients, Greenoaks, or their Service Providers to incur regulatory penalties, reputational damage, additional compliance costs, or financial loss. Force Majeure: Portfolio investments may be affected by force majeure events (i.e., events beyond the control of the party claiming that the event has occurred, including, without limitation, acts of God, fire, flood, earthquakes, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, terrorism, labor strikes, major plant breakdowns, pipeline or electricity line ruptures, failure of technology, defective design and construction, accidents, demographic changes, government macroeconomic policies, social instability, etc.). Some force majeure events may adversely affect the ability of a party (including a portfolio company or a counterparty to a Client or a portfolio company) to perform its obligations until it is able to remedy the force majeure event. These risks could, among other effects, adversely impact the cash flows available from a portfolio company, cause personal injury or loss of life, damage property, or instigate disruptions of service. In addition, the cost to a portfolio company or a Client of repairing or replacing damaged assets resulting from such force majeure event could be considerable. Force majeure events that are incapable of or are too costly to cure may have a permanent adverse effect on a portfolio company. Certain force majeure events (such as war or an outbreak of an infectious disease) could have a broader negative impact on the world economy and international business activity generally, or in any of the countries in which Clients would invest. Additionally, a major governmental intervention into industry, including the nationalization of an industry or the assertion of control over one or more portfolio companies or its assets, could result in a loss to Clients, including if the investment in such portfolio companies is canceled, unwound, or acquired (which could be without adequate compensation). Privacy and Data Protection Law Compliance Risk: The adoption, interpretation, and application of consumer protection, data protection, and/or privacy laws and regulations (“Privacy Laws”) in the United States, Europe, and elsewhere could significantly impact current and planned privacy and information security related practices, the collection, use, sharing, retention, and safeguarding of personal data, and current and planned business activities of the Investment Manager, the Funds, and/or their portfolio companies, and increase compliance costs and require the dedication of additional time and resources to compliance for such entities. A failure to comply with such Privacy Laws by any such entity or their Service Providers could result in fines, sanctions, or other penalties, which could materially and adversely affect the results of operations and overall business, as well as have a negative impact on reputation and Fund performance. As Privacy Laws are implemented,
interpreted, and applied, compliance costs for the Investment Manager, the Funds, and/or their portfolio companies, are likely to increase, particularly in the context of ensuring that adequate data protection and data transfer mechanisms are in place. Certain jurisdictions, including U.S. states, have proposed or are considering additional Privacy Laws, which if enacted could impose similarly significant costs, potential liabilities, and operational and legal obligations. Such Privacy Laws and regulations are expected to vary from jurisdiction to jurisdiction, thus increasing costs, operational and legal burdens, and the potential for significant liability for regulated entities, which could include the Investment Manager, the Funds, and/or their portfolio companies. Impact of Government Regulation, Reimbursement, and Reform: Certain industry segments in which a Fund may invest, are (or may become) (i) highly regulated at both the federal and state levels in the United States and internationally and (ii) subject to frequent regulatory change. Certain segments may be highly dependent upon various government (or private) reimbursement programs. While each Fund intends to invest in companies that seek to comply with applicable laws and regulations, the laws and regulations relating to certain industries are complex, may be ambiguous, or may lack clear judicial or regulatory interpretive guidance. An adverse review or determination by any applicable judicial or regulatory authority of any such law or regulation, or an adverse change in applicable regulatory requirements or reimbursement programs, could have a material adverse effect on the operations and/or financial performance of the companies in which a Fund may invest. Additionally, the SEC has proposed, and is expected to continue to propose, rules that will impact the business of Greenoaks and the Funds. Such current and future rulemaking is expected to impact Greenoaks and its affiliates, the Funds, and/or their investments, and the Funds have the potential to bear significant increased costs as a result of such rules. International Conflicts and Geopolitical Events: Wars and other international conflicts (including, for example, recent conflicts in Ukraine, Iran, and the broader Middle East region) have caused disruption to global financial systems, trade, and transport, among other things. In response, multiple other countries have put in place sanctions and other severe restrictions or prohibitions on certain of the countries involved, as well as related individuals and businesses. The ultimate impact of these conflicts (and other geopolitical events, including national referenda, elections, interest rates, political movements, humanitarian crises, national and international policy changes, actual or perceived trade wars, import or export controls, tariffs, executive orders, laws, legal systems, and regulatory regimes) and their effect on global economic and commercial activity and conditions, and on the operations, financial condition, and performance of the Funds or any particular industry, business, or investee country and the duration and severity of those effects, is impossible to predict. These matters may have a significant adverse impact and result in significant losses to the Funds. This impact may include reductions in revenue and growth, unexpected operational losses and liabilities, supply chain disruptions, and reductions in the availability of capital. It may also limit the ability of a Fund to source, diligence, and execute new investments and to manage, finance, and exit investments in the future. Developing and further governmental actions (military or otherwise) may cause additional disruption and constrain or alter existing financial, legal, and regulatory frameworks and systems in ways that are adverse to the investment strategy which any Fund intends to pursue, all of which could adversely affect the
Fund’s ability to fulfill its investment objectives. CFIUS and National Security Clearance Considerations. Certain investments by a Client that involve the acquisition of, or investment in, a U.S. business (including a U.S. subsidiary of a portfolio company domiciled outside of the United States) or U.S. assets could be subject to review and approval by the U.S. Committee on Foreign Investment in the United States (“CFIUS”) depending on, among other factors, the structure, beneficial ownership, and control of interests in the Client and the nature of the U.S. business. CFIUS reform legislation (the Foreign Investment Risk Review Modernization Act) and related regulations empower CFIUS to scrutinize more closely investments in U.S. “sensitive personal data,” “critical infrastructure,” and “critical technology” companies, including investments involving nonU.S. limited partners or co-investors that may be deemed “non-passive.” Certain transactions involving non-U.S. persons and U.S. “critical technology” companies, as well as sovereign investments in “critical technology,” infrastructure, or data businesses, can be subject to mandatory pre-closing notification requirements, and monetary penalties may attach to a party’s failure to file such a notification. In addition, non-U.S. countries are increasingly taking action to strengthen their own foreign investment clearance (“FIC”) regimes, and as a result, certain investments by a Client could likewise be subject to review by non-U.S. FIC regimes if the investments are perceived to implicate national security policy priorities. CFIUS and other FIC regulatory practices are evolving rapidly, and CFIUS and other FIC regulators have substantial discretion in deciding how to interpret, apply, and enforce the relevant regulations. Any review and approval of a Client investment by CFIUS or another FIC regulator could have outsized impacts on transaction certainty, timing, feasibility, and cost, among other things. In the event that CFIUS or another FIC regulator reviews one or more of the Client’s proposed or existing investments, it may seek to impose limitations on or prohibit such investments, and there can be no assurances that the Client will be able to proceed with, or maintain, such investments on terms acceptable to the Client. Such limitations or restrictions could adversely affect a Client’s performance with respect to such investments (if consummated) and thus the Client’s performance as a whole. Failure to submit required CFIUS filings could result in significant financial penalties for each transaction party, as well as reputational damage and potential legal restrictions on future investments. In addition, CFIUS is actively pursuing transactions that were not notified to it and may ask questions regarding, or impose restrictions or mitigation on, transactions post-closing. Certain Investors are expected to be non-U.S. investors, and in the aggregate, could comprise a substantial portion of the Client’s capital commitments, which increases the risk that Client investments could be subject to review by CFIUS. To the extent that restrictions are reasonably likely to be imposed on an investment by the Client due to the non-U.S. status of a limited partner or group of limited partners or other related CFIUS or FIC considerations, the general partner is permitted to restrict such limited partner’s or group’s ability to participate in any investment and further, if applicable, restrict such limited partner’s or group’s rights to participate in or vote on certain decisions of the relevant advisory committee with respect to such investment. However, there can be no assurance that any such restrictions will allow the Client to maintain, or proceed with, any investment on terms acceptable to the Client.
Additionally, a Client is permitted to invest in portfolio companies that have previously taken capital from, or may in the future take capital from, third-party investors that are considered “foreign persons” for CFIUS purposes. In certain cases, notifications to CFIUS in connection with such third-party investments may be mandatory, and failure to make a notification could result in the imposition of fines or penalties on the investor and the portfolio company. In the event that CFIUS reviews such investors’ investments in portfolio companies, CFIUS may impose limitations or restrictions on the investors or the companies, which could adversely impact such companies’ performance and thus the performance of the Client as a whole. In addition, heightened scrutiny of foreign investment in companies by CFIUS and similar nonU.S. FIC regulators could potentially constrain the universe of suitable buyers for an investment, thereby making it more difficult for a Client to recognize value from exits and making exit transactions more difficult. Outbound Investment Regulation. In August 2023, the President of the United States issued an executive order setting forth a framework to implement outbound investment controls regulating U.S. investment in certain countries and companies deemed to be adverse to U.S. national security and foreign policy interests. In October 2024, the U.S. Department of the Treasury issued a final rule to implement the executive order and establish an outbound investment security program (“OISP”), which became effective on January 2, 2025. The OISP imposes notification requirements for, and certain prohibitions relating to, investments by “U.S. persons” as well as their “controlled foreign entities” into certain entities that have both a nexus to China and that involve semiconductors and microelectronics, quantum information technologies, or artificial intelligence. On February 21, 2025, the President of the United States signed a National Security Presidential Memorandum entitled “America First Investment Policy,” which indicates that the OISP restrictions may be expanded to cover biotechnology, hypersonics, aerospace, advanced manufacturing, and directed energy, among other sectors, and it is likely that the number of targeted sectors will expand over the life of a Client. On December 18, 2025, the President of the United States signed into law the Comprehensive Outbound Investment National Security (COINS) Act of 2025 as part of the National Defense Authorization Act (NDAA) for FY 2026 (the “COINS Act”). The COINS Act directed Treasury to expand the OISP to include Cuba, Iran, North Korea, Russia, and Venezuela under the Maduro regime as “countries of concern” and to cover investments in the high-performance computing/supercomputing and hypersonic systems sectors, in addition to those sectors already covered. The OISP restrictions could limit the universe of prospective investments available to a Client, making it more difficult to deploy capital or identify buyers for investments on exit. Any failure to comply with OISP could result in significant legal and monetary penalties and adverse reputational and other consequences. Secondaries and other General Partner-Led Transactions: There continues to be a significant market for secondary sales, general partner-led transactions, continuation funds, successor fund investments, and other transactions, and Greenoaks reserves the right to dispose of (or seek additional capital for) Fund investments through such means. Many of these transactions involve an auction process run by an investment bank and a buyer (or buyer group) that agrees to purchase all or a portion of one or more investments that will continue to be managed by Greenoaks following the transaction. Such transactions are permitted to be undertaken for various reasons, including, for example, to balance competing interests between offering
liquidity to existing Investors and maintaining exposure to an asset where Greenoaks believes there is the potential for additional value generation. Where undertaken, existing Investors typically are offered certain options relating to receiving liquidity from the transaction or continuing to maintain exposure to the asset, assets, or a new portfolio of assets (including a portfolio that combines assets from multiple Funds sponsored by Greenoaks and its affiliates), often on different terms than their original investment in the Fund. However, certain of such transactions are expected to involve: a limited partner investing (or being required to invest) additional capital in the existing Fund and/or other investment vehicles; a greater exposure to one or more particular portfolio companies; and/or a delay in the full liquidation of the Fund investment. In other circumstances, even limited partners that elect to continue to hold a direct or indirect interest in the relevant portfolio company will have their interest adjusted as if distributed (i.e., a portion of such interest will be allocated to the relevant general partner to the extent of its right to receive carried interest, if any), effectively diluting their interests. Each of these transactions has the potential for conflicts between the interests of a Fund or Investor and those of Greenoaks or any buyer group that typically are not applicable to more traditional investment sales. For example, in circumstances where Greenoaks or an affiliate will continue to manage and receive fees and/or performance-based compensation relating to the subject assets following the transaction (potentially in addition to performance-based compensation earned by the relevant general partner on the sale of an asset from an existing Fund in such transaction), their incentives are expected to diverge from those of Investors who elect to sell their interests. Similarly, there are potential conflicts of interest among the selling Fund, Greenoaks, the relevant general partner, and any buyer group relating to the valuation and consideration offered for the subject investment(s). To the extent Greenoaks requires existing Investors and/or new buyers to commit capital to a continuation fund or another Fund managed by Greenoaks in addition to the purchase amount paid in a transaction (including commitments to the relevant Fund in specified ratios to the purchase price), such requirement is expected to have a dilutive effect on the purchase price for the selling Fund and its limited partners. There can be no assurance that any such transaction will accurately reflect the fair market value of the investment(s) being sold. Further, the relevant general partner is expected to be incentivized, including through the possibility of receiving additional compensation, to make investments in portfolio companies with the view of holding such investments for longer periods of time or to make investments that it would not otherwise have made if the possibility of liquidity through a secondary transaction did not exist. Where co-investors historically have been invested in an investment subject to such a transaction, there can be no assurance that they will receive the same liquidity or other options as Investors in the relevant Fund, and in such circumstances Greenoaks reserves the right to compel co-investors to receive cash or continue to hold an interest in the relevant investment. In other circumstances, certain Investors will not be permitted to continue to maintain exposure to the asset(s) due to a lack of eligibility to invest in a continuation vehicle under relevant securities, tax, or other considerations. Although relevant potential conflicts of interest are disclosed to Investors and/or the relevant LPAC prior to the closing of the transaction, there can be no assurance that Greenoaks will successfully identify all conflicts of interest or resolve or mitigate all such conflicts of interest in favor of a Fund or any individual Investors. However, Greenoaks reserves the right, in its sole discretion, to determine to engage in such transactions, subject to any approvals required in the relevant Governing Documents. Greenoaks is generally permitted to seek the consent of the relevant Fund LPAC(s) to approve conflicts associated
with such transactions and accordingly not all Investors will necessarily be able to approve or disapprove of such transactions. Similar to any prospective sale or disposition of Fund investments, to the extent such transactions are not consummated, the relevant Fund (and not co-investors or other equity holders) is expected to bear as broken deal expenses all of the related costs in the absence of an agreement with other parties to bear a portion of such costs. AI Technologies: Recent technological advances in AI Technologies, as well as the rapid growth and widespread use thereof, have the potential to pose risks to Greenoaks, the Funds, and the portfolio companies. AI Technologies have the potential to result in significant and disruptive changes in companies, sectors, or industries, including those in which the Funds invest, and any such changes could render Greenoaks’ underwriting models obsolete or create new and unpredictable operational, legal, and/or regulatory risks. To the extent competitors of Greenoaks, the Funds, and the portfolio companies make more efficient or extensive use of AI Technologies, there is a possibility that such competitors will gain a competitive advantage. Many jurisdictions have passed or are considering laws and regulations concerning AI Technologies, which could adversely affect the operations of Greenoaks, the Funds, and the portfolio companies. Additionally, Greenoaks, the Funds, and the portfolio companies could be further exposed to the risks of AI Technologies if Service Providers or any counterparties, whether or not known to Greenoaks, use AI Technologies in their business activities. Greenoaks generally will not be able to control the use of AI Technologies in third-party products or services, including those provided by Greenoaks’ and its affiliates’ Service Providers. Additionally, Greenoaks and its personnel reserve the right to use AI Technologies in connection with Greenoaks’ business activities, including to support Greenoaks’ due diligence and investment activities. AI Technologies are generally highly reliant on the collecting and analysis of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the models that AI Technologies use to operate. Certain data in AI Technologies potentially will contain a degree of inaccuracy and error and could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of such AI Technologies. Even where AI Technologies are utilizing accurate data, they may, nonetheless, output results that contain, in whole or in part, inaccurate information, which may be difficult or impossible to identify, and it may be difficult or impossible to modify such AI Technologies to eliminate these occurrences. Additionally, the ongoing development, maintenance, and operation of AI Technologies is expensive and complex, and may involve unforeseen difficulties including material performance problems and undetected defects or errors. Any such inaccuracies or errors could have adverse impacts on the operations and performance of Greenoaks, the Funds, and the portfolio companies. In addition, use of AI Technologies poses various risks related to confidentiality, privacy, and cybersecurity. Greenoaks personnel also could utilize AI Technologies in contravention of any policies, confidentiality agreements, or applicable law. Any of such risks or misuse could have an adverse effect on Greenoaks, the Funds, and the portfolio companies. AI Technologies and their applications, including in the financial sector, continue to develop rapidly, and it is impossible to predict the future risks that have the potential to arise from such developments. Any of the foregoing factors could have a material and adverse effect on Greenoaks, the Funds, and the portfolio companies.
C. Material Risks Associated with Particular Types of Securities Common Stocks: Common stock prices are directly affected by issuer-specific events, as well as general market conditions. The Investment Manager may cause the Client to take positions in securities of small, unseasoned companies that are less actively traded and more volatile than those of larger companies. In addition, in many countries investing in common stocks is subject to heightened regulatory and self-regulatory scrutiny as compared to investing in debt or other financial instruments. Convertible Securities: The Clients are permitted to invest in convertible securities, which are debt securities or preferred equity securities that are exchangeable for other debt or equity securities of the issuer at a predetermined price. Convertible securities entitle the holder to receive interest payments paid on corporate debt securities or the dividend preference on preferred equity securities until such time as the convertible security matures or is redeemed or until the holder elects to exercise the conversion privilege. As a result of the conversion feature, convertible securities typically offer lower interest rates than if the securities were not convertible. It is possible that the potential for appreciation on convertible securities may be less than that of a common stock equivalent. To the extent the Investment Manager’s Client invests in “non-investment grade” convertible securities, there would be greater risk as to timely repayment of the principal of, and timely payment of interest or dividends on, those securities. Also, in the absence of adequate anti-dilution provisions in a convertible security, dilution in the value of the Client’s holding may occur in the event the underlying stock is subdivided, additional securities are issued, a stock dividend is declared, or the issuer enters into another type of corporate transaction which increases its outstanding securities. Debt Instruments: Generally, investments in debt and credit-related instruments may be secured or unsecured and may be structurally or contractually subordinated to substantial amounts of senior indebtedness. Other factors may materially and adversely affect the market price and yield of such debt investments, including investor demand, changes in the financial condition of the applicable portfolio company, government fiscal policy, and domestic or worldwide economic conditions. Derivative Instruments: Clients are permitted to engage in a variety of derivative transactions. A derivative is a financial contract the market value of which depends upon, or is derived from, the value of underlying assets, reference rates, or indices. Derivatives may relate to securities, commodities, currencies, currency exchange rates, interest rates, inflation rates, and related indices, and include futures, non-U.S. currency contracts, swap contracts, options on securities and indices, options on futures contracts, options on swap contracts, forward contracts, contracts for difference, interest rate caps, floors and collars, repurchase or reverse repurchase agreements, and other over-the-counter contracts. Clients may use derivatives for many purposes, including as a substitute for direct investment, as a way to adjust their exposure to various securities, markets, and currencies without actually having to sell existing investments and/or make new investments, and as a means to hedge other investments and to manage liquidity and excess cash. The use of derivatives involves the risk that their value may not change as expected relative to changes in the value of the assets, rates, or indices they are designed to track. In addition, all derivative instruments involve risks that are in addition to, and potentially greater than, the
risks of investing directly in securities and other more traditional assets, including: ● Management Risks. Derivative products are specialized instruments that require investment techniques and risk analyses different from those associated with equities and fixed income securities. The use of a derivative requires an understanding not only of the underlying instrument but also of the derivative itself. In particular, the use and complexity of derivatives require the maintenance of adequate controls to monitor the transactions entered into and the ability to assess the risk that a derivative adds to a Client’s portfolio. ● Counterparty Risks. This is the risk that a loss may be sustained by Clients as a result of the failure of the counterparty to a derivative to comply with the terms of the derivative contract. Clients may post or receive collateral related to changes in the market value of a derivative. Clients also may invest in derivatives that (i) do not require the counterparty to post collateral, (ii) require collateral but that do not provide for Client’s security interest in it to be perfected, (iii) require significant upfront deposits unrelated to the derivatives’ fundamental fair (or intrinsic) value, or (iv) do not require that collateral be regularly marked-to-market. When a counterparty’s obligations are not fully secured by collateral, Clients run a greater risk of not being able to recover what is owed if the counterparty defaults. Even when derivatives are required by contract to be collateralized, Clients typically will not receive the collateral for one or more days after the collateral is required to be posted. ● Documentation Risks. Many derivative instruments are also subject to documentation risk, which is the risk that ambiguities, inconsistencies, or errors in the documentation relating to a derivative transaction may lead to a dispute with the counterparty or unintended investment results. Because the contract for each over-the-counter derivative transaction is individually negotiated, the counterparty may interpret contractual terms (e.g., the definition of default) differently than Clients, and if it does, Clients may decide not to pursue claims against the counterparty to avoid the cost and unpredictability of legal proceedings. Clients, therefore, may be unable to obtain payments the Investment Manager believes are owed to Clients under derivative instruments or those payments may be delayed or made only after Clients have incurred the cost of litigation. Also, payment amounts calculated in connection with standard industry conventions for resolving contractual issues (e.g., ISDA Protocols and auction processes) may be different than would be realized if a counterparty were required to comply with the literal terms of the derivatives contract (e.g., physical delivery). In addition, the literal terms of an over-the-counter contract may be applied in ways that are at odds with the investment thesis behind the decision to enter into the contract. ● Illiquidity Risks. If a derivative transaction is particularly large or if the relevant market is illiquid (as is the case with many over-the-counter derivatives), it may not be possible to initiate a transaction or liquidate a position at an advantageous price. Less liquid derivative instruments also may fall more in price than other securities during market falls. During periods of market disruptions, Clients may have a greater need for cash to
provide collateral for large swings in the mark-to-market obligations arising under the derivative instruments used by Clients. ● Leverage Risks. Because many derivatives have a leverage component (i.e., a notional value in excess of the assets needed to establish or maintain the derivative position), adverse changes in the value or level of the underlying asset, rate, or index can result in a loss substantially greater than the amount invested in the derivative itself. In the case of swaps, the risk of loss generally is related to a notional principal amount, even if the parties have not made any initial investment. Notional amounts of swap transactions are not subject to any limitations, and swap contracts may expose Clients to unlimited risk of loss. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. ● Derivatives Regulation. The securities and derivatives markets are subject to comprehensive statutes, regulations, and margin requirements. In addition, the SEC, the CFTC, and exchanges are authorized to take extraordinary actions in the event of a market emergency, including, without limitation, the retroactive implementation of speculative position limits or higher margin requirements, the establishment of daily price limits, and the suspension of trading. The regulation of securities and derivatives both inside and outside the United States is a rapidly changing area of law and is subject to modification by governmental and judicial action. The effect of any future regulatory change on Clients is impossible to predict, but such change could be substantial and adverse.
Other Risks. Other risks in using derivatives include the risk of mispricing or incorrect valuation of derivatives. Many derivatives, in particular over-the-counter derivatives, are complex and their valuation often requires modeling and judgment, which increases the risk of mispricing or incorrect valuation. The pricing models used may not produce valuations that are consistent with the values Clients realize when closing or selling an over-the-counter derivative. Valuation risk is more pronounced when Clients enter into over-the-counter derivatives transactions with specialized terms because the market value of those derivatives in some cases is determined in part by reference to similar derivatives with more standardized terms. Incorrect valuations may result in increased cash payment requirements to counterparties, over- or under- collateralization, and errors in calculation of a Client’s net asset value. Clients’ use of derivatives may not be effective or have the desired result. Derivatives involve the risk that their value may not change as expected relative to changes in the value of the assets, rates, or indices they are designed to track. The risk may be more pronounced when outstanding notional amounts in the market exceed the amounts of the referenced assets. Derivatives are also subject to currency and other risks. Moreover, suitable derivatives may not be available in all circumstances. For example, the economic costs of taking some derivatives positions may be prohibitive. In addition, the Investment Manager may decide not to use derivatives to hedge or otherwise reduce Clients’ risk exposures, potentially resulting in losses for Clients. Counterparties to derivatives contracts may have the right to terminate such contracts if a Client’s net asset value declines below a certain level over a specified period of time. The exercise of such a right by the counterparty could have a material adverse
effect on Client’s operations. Clients’ use of derivatives may be subject to special tax rules and could generate additional taxable income for Investors. In addition, the tax treatment of Clients’ use of derivatives may be unclear because there is little case or other law interpreting the terms of most derivatives or determining their tax treatment. Non-U.S. Securities: Foreign securities, foreign currencies, and securities issued by U.S. entities with substantial foreign operations can involve additional risks relating to political, economic, or regulatory conditions in foreign countries. These risks include fluctuations in foreign currencies; withholding or other taxes; trading, settlement, custodial, and other operational risks; and the less stringent investor protection and disclosure standards of some foreign markets. All of these factors can make foreign investments, especially those in emerging markets, more volatile and potentially less liquid than U.S. investments. Emerging markets, in particular, may have less established political and economic structures. Such countries are also more likely to have less liquidity or available credit; political or economic instability; less strict securities market regulation; less favorable tax or legal provisions; and a greater likelihood of severe inflation. Illiquid Investments: Clients are permitted to trade and invest in illiquid and restricted, as well as thinly-traded, instruments and securities (including privately placed securities and instruments). There may be no trading market for these securities and instruments, and Clients might only be able to liquidate these positions, if at all, at disadvantageous prices. Digital Asset Investments: Clients are permitted to acquire in connection with portfolio instruments, or otherwise invest in, cryptocurrencies, decentralized application tokens, protocol tokens, app coins, and other similar digital and cryptofinance instruments and assets, the ownership or transmission of which is recorded or verified by a distributed ledger (including a “blockchain” or directed acyclic graph) or other similar technology, and securities and instruments that are related to, derived from, convertible into, or exchangeable for such assets or that represent interests in pools of such assets (collectively, “Digital Assets”). Digital Assets are loosely regulated and there is no central marketplace for currency exchange. Supply is sometimes determined by a computer code or other action, not by a central actor, and prices have been extremely volatile. Clients also are permitted to invest in companies that develop, operate, or maintain infrastructures for Digital Assets or that operate in or around digital currency networks or in investment vehicles that invest in such digital currencies or companies (together with Digital Assets, “Digital Asset-related Investments”). Digital Asset networks are vulnerable to hacking and malware and many Digital Asset exchanges and marketplaces have been closed due to fraud, failure, or security breaches. In such an event, a Client’s Digital Asset-related Investments may be adversely affected. Digital Assets generally represent a speculative investment and involve a high degree of risk. As relatively new products and technologies, Digital Assets have not been widely adopted as a means of payment for goods and services by major retail and commercial outlets. A significant portion of the demand for Digital Assets is generated by speculators and investors seeking to profit from the short or long-term holding of Digital Assets. The prices of Digital Assets are subject to rapid and extreme fluctuations. A lack of expansion by Digital Assets into retail and commercial markets, or a contraction of such use, may result in increased volatility, which may
adversely affect a Fund’s Digital Asset-related Investments. In addition, as Digital Assets have grown in popularity, certain U.S. and non-U.S. regulatory agencies have begun to examine Digital Assets and the operations of their networks. To the extent that Digital Assets are determined to be a security, commodity interest, or other regulated asset, or offered or sold as part of a security or other regulated asset, to the extent that a U.S. or non-U.S. government or quasi-governmental agency exerts regulatory authority over the Digital Assets, or if it becomes illegal, now or in the future, to own, hold, offer, sell, or use Digital Assets in one or more countries, including the United States, Clients’ Digital Asset-related Investments may be adversely affected. Short Selling Risk: The Investment Manager is authorized to enter into the short sale of securities. In a short sale transaction, the Investment Manager sells a security it does not own in anticipation that the market price of that security will decline. While short sales may be useful under certain circumstances in the pursuit of potential profit opportunities and/or the mitigation of certain forms of risk, they may result in an unlimited loss of capital within a relatively short period of time. There is also a risk that the securities borrowed by the Investment Manager in connection with a short sale would need to be returned to the securities lender on short notice. If such a request for the return of securities occurs at a time when other short sellers of the subject security are receiving similar requests, a “short squeeze” can occur, wherein the Investment Manager might be compelled, at the most disadvantageous time, to replace the borrowed securities previously sold short with purchases on the open market, possibly at prices significantly in excess of the proceeds received earlier. Regulatory or legislative action around the world may restrict the ability of the Investment Manager’s Clients to engage in short selling. To the extent that such restrictions are imposed in the future, it could impact the Investment Manager’s ability to carry out its investment program. Minority Investments: Clients may invest in minority positions of companies and in companies for which the Clients have no right to appoint a director or otherwise exert significant influence or protect their position. In such cases, Clients will be significantly reliant on the existing management and board of directors of such companies, which may include representation of other financial investors with whom Clients are not affiliated and whose interests may conflict with the interests of Clients. Cash Flow Operating Company Strategy: Clients may acquire controlling interests in operating companies. If a leveraged operating company is unable to generate adequate cash flow to service its debt, the company may be forced into liquidation or other events could occur that would adversely affect a Client’s investment. In addition, the expectation is that cash flow will grow over time, resulting in a profitable sale of the company after several years. If the company is unable to grow cash flow, or in the absence of a robust mergers and acquisitions market, this strategy may be unsuccessful. The above is only a summary of some of the significant risks that a Client or Investor may encounter. Prospective Investors should review the applicable Clients’ Governing Documents carefully and completely and consult with their professional advisers before deciding whether to invest. A prospective Investor should discuss with the Investment Manager’s representatives any questions that such person may have before investing in a Fund.
D. Conflicts of Interest In the ordinary course of Greenoaks conducting its activities, the interests of a Fund likely will conflict with the interests of Greenoaks, one or more other Funds, portfolio companies, or their respective affiliates in certain circumstances. Certain of these conflicts of interest are discussed herein. As a general matter, Greenoaks will determine all matters relating to structuring transactions and Fund operations using its reasonable judgment considering all factors it deems relevant, but in its sole discretion, subject in certain cases to the required approvals by the LPACs of the participating Funds or as otherwise provided in the Fund Governing Documents. Allocation of Investment Opportunities: Greenoaks expects to be presented with certain investment opportunities that would be suitable not only for a Fund, but also for other Funds and other investment vehicles operated by advisory affiliates of Greenoaks. In determining which investment vehicles should participate in such investment opportunities, Greenoaks and its affiliates are subject to conflicts of interest among the Investors in such investment vehicles. Except as required by the Governing Documents, Greenoaks is not obligated to recommend any investment to any particular investment vehicle. Investments by more than one Client of Greenoaks in a portfolio company also have the potential to raise the risk of using assets of a Client of Greenoaks to support positions taken by other Clients of Greenoaks. A Fund generally reserves the right to invest together with other Funds advised by an affiliate of Greenoaks in the manner set forth in the Governing Documents and Greenoaks’ investment allocation policy. Greenoaks will determine the allocation of investment opportunities among Funds in a manner that it believes is fair and equitable to its Clients under the circumstances over time consistent with Greenoaks’ obligations and reserves the right to take into consideration factors such as those set forth above. In other circumstances, during the period that a portfolio company is owned by a Fund, it could become a suitable investment for one or more other Funds due to size, revenue, earnings, change in business focus, or other characteristics. Allocation of Co-Investment Opportunities: Following such determination of allocation among Funds, Greenoaks reserves the right to offer co-investment opportunities to one or more potential co-investors, as determined by the Governing Documents and Greenoaks’ investment allocation policy. Although Greenoaks reserves the right to consider a prospective coinvestor’s previous investments in Funds and willingness to invest in future Funds, such investments or willingness generally will not be the sole determining factor considered by Greenoaks in identifying co-investors. Greenoaks is permitted to take into consideration a variety of factors in making such determinations. Greenoaks’ allocation of investment opportunities among the persons and in the manner discussed herein often will not result in proportional allocations among such persons, and such allocations likely will be more or less advantageous to some such persons relative to others. While Greenoaks will allocate investment opportunities in a manner that it believes is fair and equitable to its Clients under the circumstances over time and considering relevant factors, there can be no assurance that a Fund’s actual allocation of an investment opportunity, if any, or the terms on which that allocation is made, will be as favorable as they would be if the potential conflicts of interest to which Greenoaks expects to be subject, discussed herein, did not exist.
Allocation of Expenses: As a general matter, Fund expenses typically will be allocated among all relevant Funds, including co-invest vehicles, receiving the benefit of such expenses (in the Investment Manager’s sole discretion) and eligible to reimburse expenses of that kind. In all such cases, subject to applicable law and legal, contractual, or similar restrictions, expense allocation decisions generally will be made by Greenoaks or its affiliates using their reasonable judgment pursuant to Greenoaks’ expense allocation policy, considering such factors as they deem relevant, but in their sole discretion to be fair and equitable across these vehicles. The allocations of such expenses are permitted to be made on a non-proportional basis, and any such determinations involve inherent matters of discretion, e.g., in determining which Funds or co-invest vehicles benefit (or the extent to which they actually or potentially could benefit) from the relevant service relating to the expense, or whether to allocate pro rata based on number of Funds or co-invest vehicles receiving related benefits or proportionately in accordance with Fund size (including amount of remaining committed capital), asset size or fair value, number of Investors, number of investments, number of users, or in certain circumstances determining whether a particular expense has greater benefit to a Fund or Greenoaks. The Funds generally are expected to have different expense reimbursement terms, including with respect to management fee offsets, which is expected in certain cases to result in the Funds bearing different levels of expenses with respect to the same investment. Further, Greenoaks reserves the right to consider each relevant Fund’s strategy as a component of its allocation of investment expenses. As a result, it is possible that a Fund or co-invest vehicle will benefit (or benefit disproportionately) from expenses borne in whole or in part by another Fund. Carried Interest: The Governing Documents provide Greenoaks with wide-ranging authority to make determinations, including those related to investment purchases and dispositions, valuation, and other matters, such as the cessation of the relevant Fund investment period and the later commencement of a successor Fund’s investment period (including timing determinations relating to each of the foregoing), that in each case have the potential to affect Greenoaks’ performance-based compensation. In making such determinations, Greenoaks is subject to potential conflicts of interest. For example, the potential to earn additional compensation creates an incentive for Greenoaks or its affiliates to make investments and to hold investments longer than otherwise would be the case in the absence of the relevant Fund’s carried interest compensation arrangements. The nature of any compound preferred return or hurdle in a Fund’s carried interest arrangements provides incentives for the relevant General Partner to accelerate actions that would result in earlier gains, such as dispositions, dividends, distributions, and recapitalizations. Greenoaks expects to be incentivized to cause a Fund to make, hold, value, or dispose of investments (and to delay or forego a determination that the investments are written off as worthless) in order to receive, potentially, earlier and/or larger carried interest distributions than would otherwise be the case. The amount of carried interest owed to the relevant general partner is dependent in part on the amount and timing of investment dispositions, as well as in certain instances determinations that investments are worthless, and the relevant general partner expects to be subject to related potential conflicts of interest in determining whether and when to dispose of investments, make distributions, and/or determine that an investment is worthless, within the requirements of the relevant Governing Documents.
Valuation: Greenoaks’ wide-ranging authority on the determination of whether an investment is worthless, and the criteria used by the relevant general partner or its affiliates in valuing an investment, have the potential to be subjective, to be influenced by market information and other factors, and to vary over time. There can be no assurance that a third party or Investor would agree with the substance or timing of the relevant general partner’s determination that an investment is worthless, and except as set forth in the Governing Documents, neither the general partner nor its affiliates is obligated to follow any third-party methodology in making its determination on whether an investment meets the relevant standards or whether value can be recovered or retained during the Fund’s holding period. The general partner is entitled to make its own determination taking into account all facts and circumstances it deems relevant, subject to the provisions of the Governing Documents. As a general matter, the standards for determining whether or not an investment is worthless are intended to be high, and are not intended to apply to investments experiencing partial or temporary declines in value. Because the amount of Greenoaks’ compensation is dependent in part on an investment’s status, the relevant general partner faces potential conflicts of interest in determining whether an investment meets, or continues to meet, the relevant criteria. Although Greenoaks intends to operate in accordance with the Governing Documents, as well as its valuation policy, in order to mitigate the potential for subjectivity in making such determinations, there can be no assurance that such policy will address all of the necessary factors to do so, or completely eliminate all potential conflicts of interest in such determinations. Service Providers: Greenoaks and its affiliates reserve the right to employ or engage personnel with pre-existing ownership interests in portfolio companies owned by the Funds or other investment vehicles advised by Greenoaks or its affiliates; conversely, former personnel or executives of Greenoaks or its affiliates may serve in significant management roles at portfolio companies or Service Providers recommended by Greenoaks. Similarly, Greenoaks, its affiliates, and/or personnel maintain relationships with (or invest in) financial institutions, Service Providers, and other market participants, including, without limitation, managers of private funds, banks, brokers, advisors, consultants, finders (including executive finders and portfolio company finders), executives, attorneys, accountants, institutional investors, family offices, lenders, former personnel, and current and former portfolio company executives, as well as certain family members or close contacts of these persons. Certain of these persons or entities will invest (or will be affiliated with an investor) in, engage in transactions with, and/or provide services (including services at reduced rates) to, Greenoaks or its affiliates or the Funds or other investment vehicles they advise. In other circumstances, these Service Providers are expected to provide personal banking, private wealth, or lending arrangements (including lending arrangements with respect to personal investments in or through Greenoaks entities, whether or not relating to financing Greenoaks personnel obligations to fund general partner commitment obligations) to Greenoaks personnel and their estate planning vehicles. Greenoaks expects to be subject to a potential conflict of interest with a Fund in recommending the retention or continuation of a Service Provider to such Fund or a portfolio company if such recommendation, for example, is motivated by a belief that the Service Provider or its affiliate(s) will continue to invest in one or more Funds, will provide Greenoaks information about markets and industries in which Greenoaks operates (or is contemplating operations) or will provide other services that are beneficial to Greenoaks or one or more other Funds. Greenoaks expects to be subject to a potential conflict of interest in making such recommendations, in that Greenoaks has an incentive to maintain goodwill between it and the
existing and prospective portfolio companies for a Fund, while the products or services recommended may not necessarily be the best available to a Fund or its portfolio companies. LPAC: Under the Governing Documents, where applicable, a Fund’s LPAC generally has the ability to review and waive compliance with certain provisions thereof, including consenting to conflict of interest situations, as well as certain approvals or consents required by U.S. federal securities laws. Pursuant to the terms of the Governing Documents, all limited partners are bound by the determinations of the LPAC, regardless of whether a particular limited partner is represented by a member of the LPAC. A Fund’s LPAC is expected to be comprised of representatives of limited partners with divergent interests, objectives, regulatory treatment, tax sensitivities, portfolio compositions, experience, and other factors. In addition, certain LPAC members are expected to have various business and other relationships with Greenoaks (including longstanding investing relationships) and its partners, employees, and affiliates. In certain circumstances, these factors will influence LPAC members to be more aligned with Greenoaks and the relevant general partner and favor proposals brought to the LPAC; in other circumstances, these factors will make LPAC members more likely to oppose these proposals. LPAC members are expected to be subject to potential conflicts of interest in approving or rejecting proposals based on factors that are applicable to the firms they individually represent, rather than considerations relevant to limited partners as a whole. In many cases, limited partners (including limited partners making investments in excess of certain amounts) are expected to request (by side letter or otherwise) a role on the LPAC, and Greenoaks expects to be subject to varying incentives and potential conflicts of interest in determining which limited partners will be permitted to appoint a representative thereto. A general partner is authorized to appoint limited partners to the LPAC of its Fund in its sole discretion, and is permitted to consider various factors including the timing and amount of a limited partner’s investment in a Fund or future Fund, their perception of a limited partner’s effectiveness on an LPAC, legal and regulatory considerations, the interests of the limited partner and the degree to which they are likely to align with the relevant Fund and the general partner, and other factors. Greenoaks is permitted to seek the consent of the relevant Fund LPAC(s) to approve conflicts, although based on these varying incentives limited partners should not expect that every vote cast by an LPAC member, or decision made by an LPAC as a whole, will fully represent their individual interests. Other Conflicts of Interest: Where multiple Funds invest at the same, different, or overlapping levels of a portfolio company’s capital structure, there is a potential for conflicts of interest in determining the terms of each such investment. Questions may arise subsequently as to whether payment obligations and covenants should be enforced, modified, or waived, or whether debt should be refinanced or restructured. In troubled situations, decisions, including whether to enforce claims, or whether to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, and the terms of any workout or restructuring, may raise conflicts of interest, particularly with respect to Funds that have invested in different securities within the same portfolio company. If additional capital is necessary as a result of financial or other difficulties, or to finance growth or other opportunities, Funds may or may not provide such additional capital, and if provided, each Fund generally will supply such additional capital in such amounts, if any, as determined by Greenoaks in its sole discretion. Because of the different legal rights associated with debt and equity of the same portfolio company, Greenoaks expects
to face a potential conflict of interest in respect of the advice it gives to, and the actions it takes on behalf of, one Fund versus another Fund (e.g., the terms of debt instruments, the enforcement of covenants, the terms of recapitalizations, and the resolution of workouts or bankruptcies). If a Fund enters into any indebtedness with another Fund on a joint and several basis, the relevant general partner is expected to enter into one or more agreements that provide each Fund with a right of contribution, subrogation, or reimbursement. In administering, or seeking to reinforce, these agreements, Greenoaks expects to be subject to potential conflicts of interest, for example between a Fund with a reimbursement obligation and a Fund seeking reimbursement. In certain circumstances Funds are expected to be prohibited from exercising (or Greenoaks may deem it appropriate to refrain from exercising) voting or other rights to mitigate the relevant potential conflicts, notwithstanding the fact that the investment(s) of one Fund or the other may be subject to creditor claims regarding subordination of interests. Greenoaks intends to mitigate any potential conflicts by structuring such agreement in a manner intended to cause each Fund to bear its proportionate share of the applicable indebtedness, without undue favoritism over time. In certain circumstances where Greenoaks commits or has committed to seek “market” or “arms-length” (or similar formulations) rates or terms, Greenoaks will do so in its sole discretion, seeking rates that it has determined in its sole discretion to be reflective of the range of rates in the applicable or related markets. Greenoaks reserves the right to deem third-party investment in a transaction to be verification that the transaction was entered into at a value that is “arms-length.” Consequently, Greenoaks undertakes no minimum amount of benchmarking, and does not represent that any such benchmarking ultimately will be accurate, comparable, or relate specifically to the assets, services, geographies, or comparable markets to which such rates or terms relate. Where such rates or terms include hourly components, Greenoaks reserves the right to rely on approximations or estimates of time spent for purposes of allocating or charging for services. Any methodology, or choice among methodologies, involves potential conflicts of interest. Benchmarking data generally includes information relating only to hourly or project-based rates, and so generally does not include the value of any profits, participation, or equity interests (including co-investment opportunities) in or relating to portfolio companies with respect to which the relevant services are provided; as such, references to “market” or “arms-length” (or similar formulations) rates or terms refer only to the contracted-for hourly or project-based rates. Whether or not Greenoaks has a relationship or receives financial or other benefit from recommending a particular Service Provider, there can be no assurance that no other Service Provider is more qualified to provide the applicable services or could provide such services at lesser cost. Although the Governing Documents generally contain broad exculpation and indemnification provisions, Greenoaks will not interpret such provisions to constitute a waiver of any person’s non-waivable federal fiduciary duties to the relevant Fund under the Advisers Act. The relevant liability standards under insurance coverage procured by Greenoaks are expected to vary by carrier, and such standards are expected to vary depending on, for example, coverage features or limitations then-available from the carrier at the time of insurance contract renewal. As a result, insurance coverage is expected to vary from relevant liability and indemnity standards in the Governing Documents. Investors generally will be responsible for insurance premiums, as set forth in the Governing Documents, regardless of whether the liability and indemnity standards in Greenoaks’ insurance coverage are higher or lower than that set forth in the
Governing Documents. Additionally, while co-investors and co-investment vehicles have the potential to benefit from the general partner’s (or relevant control person’s) appointment of portfolio company directors, they typically will not bear the cost of liability insurance related to such appointment, to the extent liability insurance is purchased by the relevant Fund. The relevant general partner (or control person) also generally has authority under the Governing Documents to consent to or reject transfers requested by one or more limited partners, and reserves the right to consent to certain transfers in advance, or to condition its consent on any number of factors agreed with individual investors via side letter, including the condition that the transferor, transferee, or their affiliates invest (or invest above certain amounts) in future Funds. The relevant general partner also is permitted, but not obligated, to purchase Fund interests from limited partners that desire to transfer their interests. The general partner is subject to conflicts of interest in purchasing such interests, as it generally possesses certain confidential information relating to the Clients and their investments, not all of which is expected to be known by the transferring limited partner, and the general partner generally will not obtain a fairness opinion or third-party valuation of such interests. The relevant general partner similarly expects to use its discretion to select limited partners from whom it will acquire Fund interests based on eligibility and other factors similar to those employed in selecting co-investors, and will determine in its sole discretion whether it will offer to purchase Fund interests from one or more limited partners. Although in many cases the relevant transferor and transferee will bear the full costs of their transfers, to the extent that they do not do so, the costs typically will be borne by the relevant Fund. Greenoaks reserves the right to manage Clients in the future with overlapping or entirely different investment mandates as existing Clients, including, but not limited to, open-ended funds, evergreen funds, permanent capital vehicles, continuation funds, end-of-life funds, or separately managed accounts. In connection with managing Clients, Greenoaks personnel expect to spend a portion of their business time and attention pursuing investment opportunities for various Clients. Greenoaks investment personnel will continue to manage and monitor the Clients in accordance with their obligations under the Governing Documents of such Clients.
Item 9. Disciplinary information
Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to an Investor or potential Investor in evaluating an investment in a Greenoaks Fund or the integrity of Greenoaks’ management. Greenoaks has no information applicable to this Item.
Item 10. Other financial industry activities and affiliations
A. Broker-Dealer Registration Status Greenoaks and its management persons are not registered as broker-dealers and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer.
B. Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Adviser Registration Status None of Greenoaks or its affiliates are registered as a futures commission merchant, commodity pool operator, or commodity trading advisor. C. Material Relationships or Arrangements with Certain Related Persons Various entities serve as general partners (or other control persons) of the Clients, and are related persons of Greenoaks.
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For a description of material conflicts of interest created by the relationship among Greenoaks and the general partners and managing members, as well as a description of how such conflicts are addressed, please see Item 11 below. D. Material Relationships or Arrangements with Certain Related Advisers Greenoaks does not recommend or select other investment advisers for its Funds.
Item 11. Code of ethics, participation in client transactions and personal trading
A. Code of Ethics Greenoaks has adopted a Code of Ethics, pursuant to SEC Rule 204A-1 under the Advisers Act, that describes the standards of business conduct that it requires of employees and other persons associated with Greenoaks with regard to their personal accounts, and establishes procedures intended to prevent Greenoaks, and its personnel and certain of their family members, from inappropriately benefiting from Greenoaks’ relationships with its Clients. The Code of Ethics is reviewed at least annually and updated as necessary. It provides that:
The policies and procedures are based on general concepts of fiduciary duty to Clients;
The interests of Greenoaks’ Clients come before Greenoaks’ or its employees’ interests;
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Each employee’s professional activities and personal investment activities must be consistent with the Code of Ethics and avoid any actual or potential conflict between the interests of Clients and those of Greenoaks or its employees;
Employees must abide by the standards set forth in SEC Rule 204A-1 for registered investment advisers under the Advisers Act;
Greenoaks must disclose to Clients all material facts about conflicts of which it is aware between Greenoaks’ and its employees’ interests on the one hand and Clients’ interests on the other;
Employees must operate on behalf of Greenoaks and themselves consistently with Greenoaks’ disclosures to and arrangements with Clients regarding conflicts and its efforts to manage the impacts of those conflicts; and
All employees will act with competence, dignity, integrity, and in an ethical manner when dealing with Clients, the public, Investors, Service Providers, and fellow employees.
Greenoaks requires pre-approval for an employee to invest in: 1 ) private placements, with the exception of investments by employees in Greenoaks Funds; 2) initial public offerings and initial coin offerings; and 3) publicly traded securities, with the exception of broad-based ETFs and certain other instruments. In addition, employees are required to report their securities transactions quarterly to Greenoaks. The Code of Ethics also contains restrictions on and procedures to prevent trading while Greenoaks is in possession of material nonpublic information. Greenoaks will provide a copy of its Code of Ethics to any Investor or prospective Investor upon request. Such a request may be made by submitting a written request to Greenoaks via email or to the address on the cover page of this Brochure. B. Material Financial Interest Transactions Cross Trades While Greenoaks Clients do not typically engage in cross-trade transactions, whereby the Client purchases securities from, or sells securities to, other Clients managed by Greenoaks, or co-investors or co-investment vehicles, Clients are permitted to engage in such transactions under certain limited circumstances. Greenoaks does not receive any compensation in addition to its regular advisory fees and is not deemed to be a broker for purposes of Section 206(3) of the Advisers Act in connection with any such transactions. An internal crosstrading transaction is defined as a transaction where the investment adviser effects a transaction between or among two or more of its funds and may entail a conflict of interest because the adviser acts for multiple funds and may have an incentive to improve the performance of one fund by selling an underperforming asset to another, for example, to earn fees or improve its performance allocation. Cross trades and situations where Clients co-invest alongside other Clients or co-investors raise potential conflicts of interest, including where (i) the investment of one Client supports the value of portfolio companies owned by another Client; or (ii) the transaction allows Greenoaks or its affiliates to realize carried interest or receive future management fees or other compensation with respect to such investments. These conflicts are heightened to the extent the relevant securities are illiquid or do not have a readily ascertainable value, and there generally can be no assurance that the price at which such transactions are entered into represent what would ultimately be the underlying investment’s fair value. To the extent required by the Governing Documents or otherwise in the sole discretion of Greenoaks, Greenoaks reserves the right to seek to mitigate such conflicts by seeking input from an unaffiliated third party (including the use of a consultant or investment banker paid for by the relevant Client(s) to opine as to the fairness or “arm’s-length” nature of a purchase or sale price, whether or not part of a formal fairness opinion, “request for proposal” process, or proposal or quotation provided exclusively for the benefit of Greenoaks) or by obtaining the consent of the relevant Clients) (including, where authorized, the consent of each Client’s LPAC) to such transactions. Greenoaks recognizes its fiduciary duties, has a policy of treating all Clients fairly and equitably, and has adopted written policies and procedures designed to comply with its duties.
Principal Transactions To the extent that cross trades may be viewed as principal transactions, as such term is used under the Advisers Act, due to the ownership interest in a Client by the Fund general partners or otherwise, Greenoaks or its personnel, the Fund general partners, and the Investment Manager will comply with the requirements of Section 206(3) of the Advisers Act. C. Investing in Securities that Greenoaks or a Related Person Recommends to Clients Material conflicts may arise in connection with the participation or interest of Greenoaks and its affiliates and personnel in Client transactions, including without limitation through an investment in the Client or through serving as a director or in another role with respect to the issuer of securities held by a Client. For a more complete description of the potential conflicts of interest relating to a particular Client, please refer to the Client’s Governing Documents. In the case of all conflicts of interest, Greenoaks determines which factors are relevant and how to mitigate and, where possible, resolve such conflicts, using its best judgment, but in its sole discretion. In resolving conflicts, Greenoaks may consider various factors, including the interests of the applicable Clients with respect to the immediate issue and/or with respect to their longer-term courses of dealing. More detailed procedures for resolving specific conflicts of interest are set forth in the Governing Documents of the applicable Client, and certain additional potential conflicts are disclosed elsewhere in this Brochure. As previously described, Greenoaks may cause a Client to invest in another Client to the extent it is in the best interest of both Clients and the transaction is effected in accordance with the Funds’ Governing Documents at a valuation determined in good faith by Greenoaks in accordance with its valuation policies and procedures. To the extent that a Client is invested in another Client commonly managed by Greenoaks or its affiliates, the performance-based fee, if applicable, will only be applied once (generally, the level at which the third-party Investors’ capital is invested). Greenoaks and its personnel and affiliates may enter into arrangements with Service Providers also utilized by the Funds or their portfolio companies. Service Providers often charge different rates or have different arrangements for specific types of services. For example, the fee for a given type of work may vary depending on the complexity of the matter as well as the expertise required and demands placed on the Service Provider. Therefore, to the extent the types of services used by the Funds or portfolio companies are different from those used by Greenoaks and its personnel and affiliates, Greenoaks or its personnel and affiliates may pay different amounts or rates than those paid by the Funds or portfolio companies. D. Client Investments and Contemporaneous Trading To the extent that Greenoaks has multiple Clients that are investing in the same securities at the same time or in similar timeframes, Greenoaks will strive to allocate investment opportunities to those Clients in a manner that is fair and equitable to the extent practicable and in accordance with Clients’ applicable investment strategies.
Potential conflicts are expected to arise when and to the extent a Client makes investments in conjunction with an investment being made by another Client, or if it were to invest in the securities of a company in which another Client has already made an investment. A Client may not, for example, invest through the same investment vehicles, have the same access to credit, or employ the same hedging or investment strategies as other Clients. This likely will result in differences in price, terms, leverage, and associated costs. There can be no assurance that the return on one Client’s investments will be the same as the returns obtained by other Clients participating in a given transaction. Given the nature of the relevant conflicts there can be no assurance that any such conflict can be resolved in a manner that is beneficial to both Clients. In that regard, actions taken for one or more Clients may adversely affect other Clients. More detailed procedures for resolving specific conflicts of interest are set forth in the Governing Documents of the applicable Client.
Item 12. Brokerage practices
A. Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions Greenoaks will have complete discretion in deciding which broker- dealers the Clients will use and in negotiating rates of brokerage compensation. For Greenoaks’ trades in listed securities, it is Greenoaks’ policy to seek best execution, based upon a number of considerations, from the brokers with whom it places trades for execution on behalf of its Clients.
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While trade price is often a significant quantitative factor in best execution, the Investment Manager also evaluates qualitative factors, such as execution quality, research capabilities, success of prior research recommendations, nature and frequency of sales coverage, depth of services provided (including back office and processing capabilities), financial stability and responsibility, reputation, commission rates, IPO allocation, media presence, responsiveness to the Investment Manager, and the value of research and brokerage products and services provided by such brokers. The determining factor is not the lowest possible commission cost alone. 1) Research and Other Soft Dollar Benefits Greenoaks does not currently utilize soft dollars. 2) Brokerage for Client Referrals Greenoaks may use a broker where a division or affiliate of such broker may have referred or may refer Investors to the Investment Manager. The Investment Manager, however, does not consider such referrals in its selection of brokers. 3) Directed Brokerage Greenoaks does not accept directed brokerage arrangements. B. Order Aggregation While investment decisions will be made independently, on a Client-by-Client basis, more than one Client account may invest in the same securities. In general, all Clients seeking to purchase
or sell a given security at approximately the same time will be aggregated into a single order or series of orders to the extent permitted by law. The Investment Manager believes that aggregating trades generally benefits Clients because larger orders tend to have lower execution costs, and Clients do not compete with one another trading in the market. When an aggregated order is filled, all participating Clients receive the price at which the order was executed. If, later, the participating Clients wish to purchase or sell additional shares of the same security, or if additional Clients seek to purchase or sell the same security, then the Investment Manager will issue a new order and the Clients participating in the new order will receive the price at which the new order was executed. If an aggregated order is not entirely filled, the Investment Manager will allocate the purchases or sales among participating Clients in the manner it considers most equitable and consistent with its fiduciary obligations to all such Clients. Generally, partially filled orders are allocated pro rata based on the initial order submitted by each participating Client. In some instances, this investment procedure may adversely affect the price paid or received or the size of the position obtained or sold. C. Trade Errors For Greenoaks’ trades in public securities, it may from time to time make trade errors. Trade errors can result from a variety of situations, including, for example, when the wrong security is purchased or sold, or when the wrong quantity is purchased or sold. Trade errors typically would result in losses but may also result in gains. To the extent an error is caused by a third party, such as a broker, the Investment Manager may seek to recover any losses associated with the error from the third party, although there may be contractual limitations on any third party’s liability for the error. The Investment Manager will determine whether any trade error has resulted from gross negligence on its part, and, unless it finds that to be the case, any losses will be borne by (and any gains will benefit) the applicable Funds. The Investment Manager maintains a trade error policy regarding such determinations, but Investors should be aware that, in making such determinations, the Investment Manager will have a conflict of interest. More detailed procedures for resolving specific conflicts of interest are set forth in the Governing Documents of the applicable Client.
Item 13. Review of accounts
A. Frequency and Nature of Review of Client Accounts or Financial Plans Greenoaks actively manages the Clients’ investment portfolios. The portfolio positions and cash are reviewed regularly. The portfolio manager is responsible for continuously reviewing the Client accounts holding publicly traded securities, taking into account asset allocation, cash management, investment strategies, economic developments, and current events, among other things. B. Factors Prompting Review of Client Accounts Other than a Periodic Review In addition to the ongoing review of Client accounts holding publicly traded securities, review of a Client’s investment portfolio may be triggered by any unusual activity or special circumstances, including without limitation changes in economic, legal, regulatory, or market conditions; changes in information or other factors regarding a particular investment;
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purchases or sales of investments; and other similar developments and events. C. Content and Frequency of Client Reports The Clients will distribute to each Investor written annual reports regarding performance, as well as such other information periodically as Greenoaks may deem appropriate. In addition to the reporting provided to all Investors, Greenoaks expects to provide certain Investors with additional or more frequent information that other Investors will not receive (e.g., under a side letter or in response to diligence or other requests).
Item 14. Client referrals and other compensation
A. Other Compensation For details regarding potential economic benefits provided to Greenoaks or its employees by non-Clients, including a description of related material conflicts of interest and how they are addressed, please see Item 11 above. B. Compensation to Non-Supervised Persons for Client Referrals Greenoaks enters into placement agent arrangements with unaffiliated third parties in connection with the offer and sale of interests in a Fund to potential Investors. Placement agents may be compensated as a percentage of committed capital, in the form of a non-voting assignee equity interest in such Fund’s general partner, including a portion of the carried interest and management fees that may be paid to Greenoaks or an affiliate, as well as an investment in such general partner, or by cash compensation.
Item 15. Custody
Greenoaks, or an affiliate, is deemed to have custody of the assets of its Clients. Each Client’s cash and securities is required to be maintained by a qualified custodian in such Fund’s name, unless the security is otherwise exempt from this requirement (e.g., certain privately offered securities). To ensure compliance with Rule 206(4)-2, the financial statements of certain Clients will be (a) prepared in accordance with GAAP, (b) audited by an independent accounting firm that is registered with, and subject to regular examination by, the Public Company Accounting Oversight Board, and (c) distributed to the Client’s Investors (i) within 120 days following the Fund’s fiscal year end and (ii) promptly after liquidation.
Item 16. Investment discretion
Greenoaks has discretionary authority to manage securities accounts on behalf of Clients pursuant to a grant of authority in each Client’s Governing Documents. Each Client’s investment strategy is set forth in its Governing Documents and gives Greenoaks broad discretion, without limitation, to determine:
• Securities to be bought or sold for Client accounts; • The amount of securities to be bought or sold for Client accounts; and • Broker-dealers to be used for purchases or sales of securities for Client accounts.
Item 17. Voting client securities
Greenoaks has adopted written proxy voting procedures that require Greenoaks to vote proxies received in a manner consistent with the best interests of Clients. Greenoaks uses a third-party vendor for proxy analysis and advisory services and to facilitate tracking and documenting public company proxy votes. The procedures provide that all proxy-related materials, including analysis and recommendations received from the proxy services vendor, will be provided to the members of the Greenoaks investment team responsible for determining the vote, together with any other relevant information related to the proxy. The procedures require Greenoaks to vote proxies in a prudent and diligent manner intended to enhance the economic value of the assets of the Clients.
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However, the procedures permit Greenoaks to abstain from voting proxies in the event that a Client’s economic interest in the matter being voted upon is limited relative to Client’s overall portfolio or the Client’s vote will not have an effect on its outcome or on the Client’s economic interests. Generally, Investors are not able to direct Clients’ proxy votes. Although many proxy proposals can be voted in accordance with Greenoaks’ proxy voting procedures, some proposals will require special consideration, and Greenoaks will decide on a case-by-case basis in these situations, including proposals to: eliminate director mandatory retirement policies; rotate annual meeting locations and dates; grant options and stock to management and directors; and indemnify directors or officers. Where a proxy proposal raises a material conflict between Greenoaks’ interests and the interests of the Clients, Greenoaks will seek to resolve the conflict consistent with its fiduciary duty to its Clients. Greenoaks will provide, upon request, a copy of the proxy voting procedures and information concerning its voting record on proxy matters. Such a request may be made by submitting a written request to Greenoaks via email or to the address on the cover page of this Brochure.
Item 18. Financial information
Greenoaks is not required to include a balance sheet for our most recent fiscal year. Greenoaks has no financial commitment that is reasonably likely to impair its ability to meet contractual and fiduciary commitments to Clients. Greenoaks has not been the subject of a bankruptcy petition.
Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.