Pinegrove, a Delaware limited liability company, was founded in 2023 and is wholly owned by
Pinegrove Management Holdco LLC. Brookfield PCP Management Holdco LLC (together with its
affiliates, “Brookfield”) and SCHF (M) PV, L.P. (together with its affiliates, “Sequoia Heritage”
and together with Brookfield, collectively, the “Sponsors”) together directly hold a controlling stake
in Pinegrove Management Holdco LLC, and therefore indirectly control Pinegrove as well as the
General Partners. Brookfield PCP Management Holdco LLC is an indirect subsidiary of Brookfield
Corporation and Brookfield Asset Management Ltd., both publicly traded corporations. The
Sponsors have made substantial capital commitments to Pinegrove’s initial Fund (as defined
below). Pinegrove is led by Brian Laibow, Founding Partner and CEO, and supported by an
experienced team of technology and secondary investment professionals, data scientists, and
sourcing and structuring experts.
Pinegrove is registered with the SEC as an investment adviser under the Investment Advisers Act
of 1940, as amended (“Advisers Act”). Pinegrove provides investment advisory services to pooled
investment vehicles, private investment funds, other partnerships and/or similar endeavors
(including joint ventures and other similar arrangements, co-investment vehicles, side-car vehicles,
separate accounts, region-specific vehicles, sector-specific vehicles and strategy-specific vehicles),
in each case, that have been formed or are formed by Pinegrove in the future (collectively, the
“Funds” and, each individually, a “Fund”). The Funds are exempt from registration under the
Investment Company Act of 1940, as amended, and the rules and regulations promulgated
thereunder (the “Investment Company Act”) and offer securities that are not registered under the
Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the
“Securities Act”).
Each Fund has an entity designated as its general partner (each, a “General Partner”). These entities
are affiliated with Pinegrove and each is subject to the Advisers Act pursuant to Pinegrove’s
registration. This Brochure also describes the business practices of the General Partners, which
operate as a single advisory business together with Pinegrove. For a more detailed discussion of
Pinegrove’s investment activities, refer to Item 8 below.
Pinegrove advises the Funds in accordance with the terms of the applicable Fund’s governing
documents (the “Governing Documents”).
All terms applicable to a Fund are generally established
at or around the time of the formation of such Fund and are only terminable as set forth in such
Fund’s Governing Documents. The descriptions set forth in this Brochure of specific advisory
services that Pinegrove offers to the Funds, the investment strategies pursued and investments made
by Pinegrove on behalf of the Funds, should not be understood to limit in any way Pinegrove’s
investment activities. Pinegrove may offer any advisory services, engage in any investment strategy
and make any investment, including any not described in this Brochure, that Pinegrove considers
appropriate, subject to the Fund’s investment objectives and guidelines and as set forth in the
applicable Fund’s Governing Documents. There can be no assurance that the Funds’ objectives will
be achieved, and investment results may vary substantially.
Investors (as defined below) in the Funds participate in the overall investment program for the
applicable Fund(s). Subject to the New Private Funds Rules (as defined below), the General Partner
has the right to enter into side letters or other similar agreements with certain Investors that establish
different or preferential rights or terms, including but not limited to, different management fees and
carried interest percentages, co-investment rights, reporting obligations, the right or terms necessary
due to legal, regulatory, tax or other agreed-upon circumstances of the Investor, and transfer rights.
All such rights and terms alter or supplement the terms of the relevant Governing Documents with
respect to such Investors.
All discussions of the Funds in this Brochure, including but not limited to their investments,
the strategies used in managing the Funds, the fees and other costs associated with an
investment in the Funds and other terms, are qualified in their entirety by reference to each
Fund’s respective Governing Documents. Investment advice is provided directly to the Funds,
subject to the discretion and control of the applicable Fund’s General Partner, and not
individually to the limited partners (each, a “Limited Partner” or “Investor”, and collectively,
the “Limited Partners”, or “Investors”, and together with the applicable General Partner(s),
the “Partners”) in the Funds.
Pinegrove currently does not participate in any wrap fee programs.
As of April 30, 2024, Pinegrove had $804,077,324 in regulatory assets under management.