Brightwood Capital Offshore Feeder Fund IV (E), L.P.

Brightwood Capital Offshore Feeder Fund IV (E), L.P. is a Cayman Islands entity organized in 2017 that first filed a Form D on April 13, 2017 and most recently amended it on April 13, 2018, describing itself as a other investment fund. The offering claims Rule 506(b), Section 3(c), Section 3(c)(1), Section 3(c)(7) and covers equity and pooled investment fund interests. Brightwood Capital Offshore Feeder Fund IV (E), L.P. reported $150,000,000 sold from 3 investors in an offering of indefinite size as of the Form D filed April 13, 2018. The offering relies on Rule 506(b), which permits sales to accredited investors and to no more than 35 non-accredited investors who meet a sophistication standard, and prohibits general solicitation. The filing checks both Section 3(c)(1), which caps the fund at 100 beneficial owners, and Section 3(c)(7), which requires every investor to be a qualified purchaser, generally an individual with at least $5 million in investments. A fund normally relies on one or the other. The filing reports no non-accredited investors. The minimum investment accepted from an outside investor is $10,000,000. The Form D names Evercore Group L.L.C. (CRD 42405), associated with None; Morgan Stanley Smith Barney LLC (CRD 68191), associated with None as recipients of sales compensation soliciting in all states. Sales commissions are reported as $0 and finders' fees as $0. Form D allows these to be estimates. The issuer's address of record is Ugland House, P.O. Box 309, Grand Cayman, E9 KY1-1104.