The Adviser is an investment advisory firm located in Dallas, Texas that commenced business in
December 2016. The Adviser is an investment manager that funds specialized middle market
infrastructure opportunities.
Cresta Fund Management LP, a Delaware limited partnership, which is ultimately beneficially owned
and controlled by Christopher D. Rozzell, James Andrew (“Drew”) Armstrong, and David T. Miller
(the “Principals”), directly or indirectly owns 100% of the Adviser. The Principals are also the control
persons of the Adviser.
The Adviser provides investment advisory and management services to multiple privately offered
closed-end pooled investment vehicles (each a “Fund” or “Client” and, collectively, the “Funds” or the
“Clients”). The general partner or equivalent of each Fund will be an affiliate of the Adviser (each a
“General Partner” and collectively with any future affiliated general partner entities, the “General
Partners”). The Governing Documents (as defined below) of each Client may also provide for the
establishment of parallel or other alternative investment vehicles in certain circumstances. Client
investors may participate in such vehicles for the purposes of certain investments. In this Brochure,
because it is uncertain whether such additional parallel or alternative investment vehicles will be
classified as clients of the Adviser, when we refer to a Fund or Client, we are also referring to such
additional parallel or alternative investment vehicles, if any.
The Adviser provides investment advisory services to its Clients primarily in respect of growth-
oriented, middle market-focused sustainable and conventional energy, industrial, materials, and
agricultural infrastructure investments (each investment within a strategy a “Portfolio Investment” or
“Portfolio Company” and collectively, the “Portfolio Investments” or “Portfolio Companies”).
Each Client’s portfolio is managed pursuant to an investment management agreement with the Client,
an agreement of limited partnership or similar governing document, any investment guidelines attached
thereto, the Client’s investment policy, and/or other governing documentation that may be entered into,
and any applicable regulations (collectively, the “Governing Documents”). While it is anticipated that
each of its Clients will follow the strategy stated above, the Adviser may tailor the specific advisory
services with respect to each Client to the individual investment strategy of that Client. Investors in the
Funds (generally referred to herein as “investors” or “limited partners”) participate in the overall
investment program for the applicable Fund, but in certain circumstances are excused from a particular
investment due to legal, regulatory or other agreed-upon circumstances pursuant to the Governing
Documents; for
the avoidance of doubt, such arrangements generally do not and will not create an
adviser-client relationship between the Adviser and any investor. The Funds or the General Partners
may enter into side letters or other similar agreements (“Side Letters”) with certain investors that have
the effect of establishing rights under, or altering or supplementing the terms (including economic or
other terms) of, the Governing Documents with respect to such investors.
Additionally, as permitted by the Governing Documents, the Adviser expects to provide (or agree to
provide) investment or co-investment opportunities (including the opportunity to participate in co-
invest vehicles) to certain current or prospective investors or other persons, including other sponsors,
market participants, finders, consultants and other service providers, Portfolio Company management
or personnel, the Adviser’s personnel and/or certain other persons associated with the Adviser and/or
its affiliates. Such co-investments frequently involve investment and disposal of interests in the
applicable Portfolio Company at the same time and on the same terms as the Fund making the
investment. However, for strategic and other reasons, a co-investor or co-invest vehicle (including a
co-investing Fund) invests in a Portfolio Company or purchases a portion of an investment from one or
more Funds after such Funds have consummated their investment in the Portfolio Company (also
known as a post-closing sell-down or transfer) through syndications to co-invest vehicles or other
Cresta Funds at net asset value, not at cost. Such post-closing sell-downs or transfers generally will
have been funded through Fund investor capital contributions and/or use of a Fund credit facility. Any
such purchase from a Fund by a co-investor or co-invest vehicle can occur shortly after the Fund’s
completion of the investment to avoid any changes in valuation of the investment, but in certain
instances could be well after the Fund’s initial purchase. Where appropriate, and in the Adviser’s sole
discretion, the Adviser reserves the right to charge interest on the purchase to the co-investor or co-
invest vehicle (or otherwise equitably to adjust the purchase price under certain conditions), and to seek
reimbursement (including charges or reimbursements required pursuant to applicable law) to the
relevant Fund for related costs . However, to the extent any such amounts are not so charged or
reimbursed, they generally will be borne by the relevant Fund.
The Adviser does not participate in wrap fee programs.
As of December 31, 2023, the Adviser had approximately $1,602,244,828.00 in regulatory assets under
management, all of which are managed on a discretionary basis. For purposes of calculating this
amount, the Adviser includes unfunded capital commitments.