Strategy Spotlight
KPC PIPEs Fund
Private investments in public equity (PIPEs) and structured convertible strategies, accessed through KPC’s evergreen private markets platform.
KPC PIPEs Fund provides exposure to a strategy managed by an underlying sub-fund manager (the “Underlying Manager”). Investors in KPC PIPEs Fund do not invest directly in the Underlying Manager’s fund. Strategy, process, portfolio, and team information herein is sourced from the Underlying Manager and has not been independently verified by KPC. This material does not constitute investment advice, a recommendation, or an offer to buy or sell any security. See Important Disclosures and Endnotes.
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Section 1 · Overview
Strategy at a Glance
KPC PIPEs Fund provides eligible investors access to a structured finance strategy that provides flexible capital solutions — equity, equity-linked debt, and convertible instruments — to publicly traded companies in exchange for privately negotiated, favorable terms.
The strategy is designed to be agnostic to market direction, seeking consistent returns by sharing in negotiated upside while mitigating downside risk through deal structure rather than market timing.
Source: Underlying Sub-Fund Manager3Section 1 · Overview
Market Background: PIPEs & Structured Capital
PIPEs (private investments in public equity) and related structured capital tools are a long-established, if less widely understood, corner of the small- and mid-cap capital markets. The background below is general market context — not specific to the Underlying Manager or KPC PIPEs Fund.
What Is a PIPE?
In a PIPE transaction, a publicly traded company sells equity or equity-linked securities — common stock, convertible notes, preferred stock, or warrants — directly to a private investor, typically at a discount to the prevailing market price. Because the securities are sold in a private placement rather than a registered public offering, transactions can close in days or weeks rather than the months a traditional underwritten offering can require.5
For companies with a relatively small public float — common among micro- and small-cap issuers — a PIPE can provide a way to raise a meaningful amount of capital without flooding the public market with shares all at once.5
Why the Opportunity Persists
- Smaller public issuers are frequently underserved by traditional underwritten offerings and bank lending, which tend to favor larger, more liquid companies
- Capital needs at these issuers are often time-sensitive, creating demand for financing that can be structured and closed quickly
- Speed and structuring flexibility come at a price: investors who can provide this capital are often able to negotiate meaningfully favorable terms relative to public-market alternatives
Industry surveys conducted around year-end 2025 reported broadly constructive sentiment toward PIPE market activity heading into 2026, with a majority of respondents describing conditions as healthy and a majority of those expecting deal activity to increase over the following year — including growing use of hybrid structures such as convertible PIPEs.5
Section 2 · Philosophy
Investment Philosophy
“Value is negotiated, not discovered.”
Rather than forecasting market direction, the Underlying Manager seeks to generate returns through the structural terms it negotiates directly with each issuer — discount rates, conversion mechanics, and pricing floors — at the time of investment.
Source: Underlying Sub-Fund Manager3Long Volatility
Higher volatility in an issuer’s stock can widen the spread between negotiated conversion pricing and realized proceeds — a structural tailwind rather than a risk to be hedged away.
Direction-Agnostic, Activity-Positive
The strategy does not require a rising market. It is built to perform across environments, with returns more closely tied to deal flow, issuer demand for capital, and volatility than to broad index direction.
Negotiated Downside Protection
Where possible, terms are structured to share potential downside with the issuer — for example through fixed repayment schedules, floor prices, and discount mechanics negotiated at closing.
Section 2 · Philosophy
Investment Approach
Innovative Investments
- Flexible, privately negotiated debt and equity instruments
- Each transaction tailored to the issuer's specific profile and capital needs
- Structures may include convertible debentures, equity lines, and warrants
Focus on Risk Mitigation
- Seeks to share potential upside with the issuer in exchange for downside protection
- Designed to be agnostic to broad market movements
- Portfolio-level hedging considered where appropriate to reduce market exposure
Diverse Portfolio Allocation
- Assets span equity, equity-linked debt, convertible and non-convertible instruments, and other derivatives
- Opportunistic across sectors and geographies
- No reliance on a single transaction type or issuer for returns
Section 3 · Opportunity
The Investment Opportunity
Issuers
Publicly traded companies across the micro-, small-, and larger-cap spectrum that require flexible capital outside traditional bank or public market channels.
The Opportunity
Many public issuers face a structural gap between what conventional lenders and underwriters will offer and what the business actually needs — in size, timing, or structure. The strategy is designed to fill that gap.
Favorable, Negotiated Terms
Because financing is privately negotiated rather than sourced through a competitive auction, the Underlying Manager can often secure terms — discounts, conversion mechanics, covenants — that aim to improve the risk/return profile relative to comparable public-market exposure.
The strategy seeks to capture a structural premium for providing capital where it is needed most — not for taking on undifferentiated market risk.
Source: Underlying Sub-Fund Manager3Section 4 · Process
Investment Process
Deal Origination
Sourced through a broad network of relationships, industry conferences, and inbound referrals built over the firm's history.
Deal Team Analysis
Fundamental and technical analysis of the issuer, its market, management team, and corporate structure.
Investment Committee Review
Multi-member committee with legal and investment representation; consensus-based review of risks and mitigants before any commitment.
Legal Due Diligence & Documentation
In-house legal team structures and negotiates definitive transaction documents, engaging outside counsel where needed.
Final Review & Closing
Senior oversight evaluates timing and portfolio capacity before final documents are executed and the investment is funded.
Only after every stage above has been completed are final documents executed and capital committed — designed so that risk is identified and priced before an investment is made, not after.
Every transaction passes through each stage in sequence. No investment is made without completing the full process.
Source: Underlying Sub-Fund Manager3Section 4 · Process
How a Structured Investment Works
The two illustrative examples below are simplified, hypothetical representations of common transaction structures used in this strategy. They are intended to help advisors understand the mechanics — not to represent actual portfolio returns.
Convertible Structure (Illustrative)
The Underlying Manager negotiates the right to convert a debt or preferred instrument into common shares, often at a discount to market or at a fixed premium price set at closing.
The negotiated pricing mechanics — not a directional market call — are the primary driver of the potential spread captured on a given position.
Equity Line Structure (Illustrative)
Under a standby equity arrangement, an issuer may draw on a committed facility by selling newly issued shares to the fund, typically at a discount to the recent trading price.
Because shares are purchased at a discount and may be sold over a window of time, the fund can seek to capture a positive spread independent of which direction the share price moves.
For illustrative purposes only. Hypothetical and not indicative of actual or future performance. Convertible and equity-line structures involve dilution and other risks described in the Important Disclosures.
Source: Underlying Sub-Fund Manager3Section 5 · Portfolio
Current Portfolio Exposures
Snapshot of the underlying strategy’s portfolio composition. Composition is dynamic by design — the strategy is deal-driven, not benchmark-driven — and will change as positions are originated, converted, and exited.4
Geographic Exposure
Sector Exposure
The Underlying Manager is sector-agnostic by design and pursues transactions across sectors based on issuer need rather than a top-down sector view.
Realized Profit Attribution (2025 YTD)
Attribution of realized trading revenue by instrument type; excludes interest income and other income streams.6
Portfolio Structure
- Typically holds 30-50 individual issuer positions at any given time
- Top 10 positions have represented approximately 60-70% of NAV
- No portfolio-level leverage, borrowing facilities, or margin financing
- Concentration managed at the position level rather than via fixed hard limits
Section 5 · Portfolio
Portfolio Construction & Risk Mitigation
How the Portfolio Is Built
- Assembled transaction-by-transaction based on each deal's standalone economics, rather than a top-down sector or geography target
- Diversified across a meaningful number of individual issuer positions at any given time
- Sector-agnostic by design; opportunities are pursued wherever issuers have a genuine need for structured capital
- No use of portfolio-level leverage or borrowing facilities
Risk Mitigation in Practice
- Concentration is actively monitored at the position level rather than governed by rigid hard limits
- Negotiated structures — floors, discounts, repayment schedules — embed downside protection directly into each transaction
- Portfolio manager may seek to partially hedge specific positions to reduce idiosyncratic market exposure
- Multi-stage internal review (Section 4) is designed to surface and price risk before capital is committed
What this means for advisors: the strategy is designed to behave differently from traditional long-only equity and fixed income exposures. Detailed historical return, volatility, and risk-adjusted metrics for the KPC PIPEs Fund are provided in Section 6 of this presentation and in the KPC PIPEs Fund Performance summary and Fund Terms Summary.
Section 6 · Performance
Performance Snapshot
Net performance for KPC PIPEs Fund, as of the period shown below. These figures are drawn from the same dataset used to produce the monthly KPC PIPEs Fund Performance summary and update automatically as that dataset is refreshed.1
KPC PIPEs Fund has delivered positive returns over the trailing 1-year, 3-year, and inception-to-date periods with low correlation to both equities and bonds — consistent with the diversification objective described in Section 2.
Periods of 12 months or less are cumulative; longer periods are annualized. Net of all fees and expenses.
Synced — As of May 2026Section 6 · Performance
60/40 Portfolio Impact Analysis
Illustrative effect of adding a 20% allocation to KPC PIPEs Fund to a traditional 60% equity / 40% bond portfolio (reducing equity to 48% and bonds to 32%), April 2009 – April 2026.
Adding KPC PIPEs Fund to a traditional 60/40 portfolio historically improved every major risk-adjusted metric shown above.
Synced — As of May 2026Hypothetical example for illustrative purposes only. Results are based on historical index and KPC PIPEs Fund data using assumed allocations and periodic rebalancing and do not reflect actual client portfolios or transactions. Past performance is not indicative of future results.
Section 7 · Team
Management Team & Governance
The Underlying Manager is led by a small group of partners with more than two decades of tenure together, supported by an in-house legal team and dedicated compliance function. Consistent with KPC’s anonymization policy for sub-fund managers, individuals are described by role rather than by name.7
Founder, President & Portfolio Manager
Sole portfolio manager and primary decision-maker since founding the firm in 2001; has overseen the strategy's full track record, including its predecessor vehicle.
Managing Partner
Joined at inception; oversees the transaction pipeline, sourcing, investment strategy, and portfolio construction. Has served as sole portfolio manager during prior transition periods without disruption to the strategy.
Partner & Co-Chair, Investment Committee
Attorney by background; oversees deal structuring, legal due diligence, and execution of structured debt and equity investments.
Partner & Co-Chair, Investment Committee
CPA by background; originates, structures, and executes financing transactions, with a focus on non-U.S. issuers.
Firm Infrastructure
- Approximately 35 employees firm-wide, with the majority based at the firm's primary office
- Six-member in-house legal team handling the majority of transaction documentation
- Dedicated Chief Compliance Officer supported by an outsourced compliance consultant
Valuation Governance
- Valuation Committee structured to exclude the portfolio manager and partners from valuation decisions
- Chaired by the firm's CFO, with senior legal and accounting personnel as additional members
- Written Valuation Policy in effect, covering each major asset class held by the strategy
Section 8 · Portfolio Fit
Considering a PIPEs Allocation
PIPEs and structured convertible strategies are generally considered alongside, rather than in place of, traditional equity and fixed income allocations. Advisors evaluating a potential allocation often consider the following questions.
What role might this strategy play?
Strategies of this type are often used by advisors seeking return streams less tied to broad equity or bond market direction, with return drivers rooted in privately negotiated transaction terms rather than security selection or market timing. The 60/40 portfolio impact analysis (Section 6) illustrates this diversification effect historically.
What should clients understand about liquidity?
The KPC PIPEs Fund is an evergreen vehicle with defined subscription and redemption terms, including a redemption notice period and fund-level gate, as set out in the KPC PIPEs Fund Terms Summary.2 This strategy is generally appropriate for capital that can accommodate reduced liquidity relative to public market instruments.
Where can advisors find further performance detail?
Full net historical performance, monthly returns, and additional risk statistics for the KPC PIPEs Fund are provided in the companion KPC PIPEs Fund Performance summary, which is updated monthly and reflects KPC’s platform-level fees and expenses.1
Section 9 · Disclosures
Important Disclosures
This presentation has been prepared by Kelly Park Investment LLC (“KPI”), an SEC-registered investment adviser doing business as KPC Private Funds (“KPC”), for the exclusive use of financial professionals. It is provided for informational and educational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security or interest in any fund, including KPC PIPEs Fund (the “Fund”). Any offer of interests in the Fund may be made only pursuant to the Fund’s confidential offering documents, including the private placement memorandum, subscription documents, and limited partnership agreement, which contain important information regarding investment objectives, risks, fees, expenses, and tax considerations and which qualify in their entirety the information set forth herein.
The Fund invests, directly or indirectly, in a strategy managed by an underlying sub-fund manager (the “Underlying Manager”) that is not named in this presentation. Investors in the Fund acquire an interest in the Fund itself and do not invest directly in, and are not investors of, the Underlying Manager’s fund. References to strategy, process, portfolio, philosophy, team, and firm characteristics in this presentation describe the Underlying Manager and its fund and are based on information provided by, or derived from materials prepared by, the Underlying Manager. Except where specifically identified as KPC Fund performance or Fund terms, information regarding the investment strategy, portfolio construction, investment process, market commentary, and personnel has been obtained from the Underlying Manager and has not been independently verified by KPC. Such information is subject to change without notice.
Registration as an investment adviser with the SEC does not imply any particular level of skill or training and does not constitute an endorsement by the SEC. This presentation should be read in conjunction with the Fund’s offering documents, the KPC PIPEs Fund Terms Summary, and the KPC PIPEs Fund Performance summary. Eligibility designations (e.g., Accredited Investor, Qualified Client, Qualified Purchaser) reflect applicable regulatory definitions and are determined based on an investor’s individual circumstances.
Investments in the Fund involve substantial risk, including the possible loss of all invested capital. Interests in the Fund are illiquid and subject to subscription, redemption, gate, lock-up, and other transfer restrictions described in the offering documents. Any illustrative or hypothetical examples included in this presentation, including any 60/40 portfolio impact analysis, are for discussion purposes only, do not reflect actual transactions or returns of the Fund or the Underlying Manager unless otherwise stated, and are not indicative of future results.
Past performance is not indicative of future results. Net performance information for the Fund reflects the deduction of all Fund-level and KPC platform-level fees and expenses, including management fees and incentive allocations, and is current as of the date noted on the relevant slide. Index and benchmark comparisons are for illustrative purposes only; an investor cannot invest directly in an index. Forward-looking statements, including words such as “may,” “will,” “seeks,” “target,” or “expect,” involve risks and uncertainties, and actual results may differ materially.
Portfolio composition, sector, geographic, and other exposures presented herein reflect a point in time as indicated and are subject to change without notice; they do not represent a current or future allocation and should not be relied upon as such. This presentation is confidential and intended solely for the recipient. It may not be reproduced, distributed, or shared, in whole or in part, without the prior written consent of KPC Private Funds. Nothing herein constitutes legal, tax, accounting, or investment advice; prospective investors should consult their own advisors.
Section 10 · Endnotes
Endnotes & Sources
1. KPC PIPEs Fund Performance summary, as of April 2026. Net performance figures reflect deduction of all Fund-level and KPC platform-level fees, expenses, and incentive allocations.
2. KPC PIPEs Fund Terms Summary, generated June 14, 2026. Terms summarized are subject to the governing offering documents of the Fund and may change without notice.
3. Information regarding the underlying strategy's investment philosophy, process, portfolio construction, and team is based on materials provided by the Underlying Manager, including investor presentations, due diligence questionnaires, and monthly factsheets, as compiled in KPC's internal Fund Evaluation Report (June 2026). This information has not been independently verified by KPC and is subject to change without notice.
4. Underlying strategy portfolio composition (geographic and sector allocation, position count, and concentration) as of January 31, 2026, per the Underlying Manager's January 2026 monthly factsheet, as referenced in KPC's internal Fund Evaluation Report (June 2026).
5. DealFlow Events, “PIPE Market Trends & Sentiment Survey” (December 2025 PIPEs Conference); Chapman and Cutler LLP, “Private Investment in Public Entities (PIPEs)” practice overview; Qubit Capital, “PIPE Deals: Private Investment in Public Equity Guide & Key Insights” (2025). General market commentary; not specific to the Underlying Manager or the Fund.
6. Underlying strategy realized trading profit attribution by instrument type, January 1, 2019 - September 30, 2025 (2025 figures through September 30, 2025, unaudited), as compiled in KPC's internal Fund Evaluation Report (June 2026).
7. Underlying Manager team composition, tenure, and governance structure as described in due diligence materials provided to KPC (December 2025 / January 2026), as compiled in KPC's internal Fund Evaluation Report (June 2026). Individual names have been omitted from this presentation consistent with KPC's anonymization policy for sub-fund managers.
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KPC PIPEs Fund · Strategy Spotlight
KPC Private Funds
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