The Adviser & Funds
Agellus will serve as an investment adviser and provide discretionary management services to private
pooled investment vehicles. Founded in 2024, Agellus is a private equity firm led by Jeffrey Aiello and
Harold “Beau” Thomas (collectively, the “Managing Partners”). Agellus is owned by the Managing
Partners. For more information about the Firm’s ownership, please refer to Schedules A and B of Form
ADV Part 1A.
The Firm has a comprehensive plan for team buildout and has ongoing plans to hire additional personnel
in 2024. To support its endeavors, Agellus will also seek to leverage a network of service providers across
finance, compliance, investor relations reporting, human resources, and IT/Cyber functions.
Agellus will act as investment manager to private investment funds and special purpose vehicles or co-
investment vehicles related to those funds. Initially, Agellus will serve as the investment manager to Agellus
Private Equity Fund I, LP, a Delaware limited partnership (together with any Parallel Investment Vehicles
(as defined below), the “Fund” or “Fund I”). The Fund will primarily make equity and equity-related
investments (including debt or debt-like investments in connection with supporting or enabling an equity
investment) in middle-market, essential, non-discretionary services companies. Investment advisory clients
will strictly be private funds, including Fund I. The beneficial owners and equity owners of the private
funds are generally referred to as “Limited Partners” or “Investors.”
Agellus Private Equity Fund I GP, LLC, a Delaware limited liability company (the “General Partner”), will
serve as the general partner of Fund I. Jeffrey Aiello and Beau Thomas are the principals of the General
Partner. The General Partner, Agellus or persons controlled by or under common control with Agellus, are
the Manager’s “related persons.”
The General Partner may, in its discretion, organize one or more parallel investment vehicles (“Parallel
Investment Vehicle”) to facilitate, from a legal, tax or regulatory standpoint, investments by certain foreign,
tax-exempt or other classes of investors, the structure and terms of which may differ from that of Fund I,
but which are expected to invest proportionately in all transactions on effectively the same terms and
conditions as Fund I. The General Partner intends to form Agellus Private Equity Fund I-A, LP, a Delaware
limited partnership (“Partnership-A” collectively with Fund I, the “Funds”), as a Parallel Investment
Vehicle for those U.S. tax-exempt Limited Partners and non-U.S. Limited Partners that are sensitive to (a)
income “effectively connected with the conduct of a trade or business with the United States”, (b) “unrelated
business taxable income” or (c) income from “commercial activities.”
The General Partner is permitted to structure other investment vehicles, blocker corporations and/or feeder
funds (collectively, “Alternative Investment Vehicles”) to facilitate participation by certain Investors,
including affiliates, in investment opportunities to accommodate legal, tax, regulatory or other similar
considerations of such Investors.
Advisory Services
Agellus tailors its investment advisory services to the specific investment objectives and restrictions set
forth in the Fund Governing Documents and not to the individualized needs of any Investor. Once invested
in
a Fund, an investor cannot impose restrictions on the types of securities in which the Fund may invest.
Investors in the Funds participate in the overall investment program for the Funds, but in certain
circumstances are excused from a particular investment due to legal, regulatory, or other agreed-upon
circumstances pursuant to the Fund Governing Documents; provided that such arrangements generally do
not and will not create an adviser-client relationship between Agellus and any investor.
Pursuant to the investment guidelines and restrictions set forth in the Fund Governing Documents for Fund
I, Agellus invests primarily in equity and equity-related securities (including debt or debt-like securities in
connection with supporting or enabling an equity investment) (each, a “Portfolio Investment” and
collectively, the “Portfolio Investments”) primarily in middle-market companies principally located in
North America (a “Portfolio Company” and collectively, the “Portfolio Companies”). Agellus’ investment
philosophy revolves around value creation through organic growth further accelerated and enabled through
add-on acquisitions, focused on companies providing non-discretionary, essential services. The Fund
Governing Documents also provide investment limitations related to specific strategies or industries, such
as diversification, blind-pool investment funds, publicly traded securities, geographic restrictions,
derivatives, oil & gas, and real estate.
Additional information about the Funds and their investment objectives, strategies, restrictions, and risks
associated with an investment are described in the PPM and other Fund Governing Documents, which are
made available to Investors only through Agellus and its authorized agents.
The Funds are (a) offered exclusively to individuals who qualify as “accredited investors” under Regulation
D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and (b) are not required
to register as investment companies with the SEC under the U.S. Investment Company Act of 1940, as
amended (the “Investment Company Act”), in reliance upon the exclusion from registration provided in
Section 3(c)(7) thereof, which limits the availability of Interests to persons who are “qualified purchasers”
as defined in Section 2(a)(51) of the Investment Company Act, or Section 3(c)(1) thereof, which limits the
number of beneficial owners of the Interests to not more than 100 persons. Subject to the investment
guidelines and restrictions in the Fund Governing Documents for the Fund, Agellus has broad discretion to
make investment decisions for the Fund. Investment in the Fund involves significant risks and should be
regarded as long-term in nature, forming only one portion of an Investor’s diversified investment portfolio.
Agellus provides investment management services exclusively to the Funds. Outside of such services to the
Funds, Agellus offers no other investment advisory services. Agellus does not perform any type of financial
planning, quantitative analysis, tax planning or market timing services, nor participates in any wrap fee
programs.
As of the date of this filing, Agellus managed $0 in client assets on a discretionary basis. Within 120 days
of the effectiveness of Agellus’ registration as an investment adviser, Agellus expects to manage greater
than $100 million in client assets on a discretionary basis.