HPE Capital Management II, LLC, a Delaware limited liability company (the “Adviser” or “HPE CM II”), was
formed in 2015. HPE CM II is the successor entity to HPE Capital Management, LLC, formed in 2013, and
its predecessor entity, Hauser Private Equity, LLC, formed in 2012. These organizational changes were
made over time to create a greater alignment between the management company partners and their founding
capital investors. A legacy entity, Hauser Capital Markets, LLC, formed in 2008 as the investment manager
for Hauser Capital Partners, LLC, is now incorporated into the activities of HPE CM II.
The Adviser provides discretionary investment advisory services to pooled investment vehicles organized
as private investment funds. More specifically, the private investment funds managed by HPE CM II are
considered fund-of-funds in the marketplace but are actually a hybrid of the fund-of-funds concept combined
with co-investments, as each fund makes commitments to other private equity funds as well as direct co-
investments alongside those private equity funds.
HPE CM II currently manages five limited liability companies acting as partnerships (collectively referred to
herein as the “HPE Funds”): Hauser Capital Partners, LLC (“Fund I”); Hauser Private Equity Core Fund II,
LLC (“Fund II”); Hauser Private Equity Core Fund III, LLC (“Fund III”); and Hauser Private Equity Core Fund
3.5 (“Fund 3.5”) and Hauser Private Equity Core Fund IV-Q, LLC (“Fund IV”).
More information about the HPE Funds is available in HPE CM II’s Form ADV Part 1, Schedule D, Section
7.B.(1).
The HPE Funds are hybrid private equity fund-of-funds combining investments in private equity funds with
co-investments along-side those private equity funds. Generally, these private equity funds and co-
investments have similar characteristics: (i) lower middle and middle market focus, (ii) North American
domicile, (iii) fund size of $200mm - $2.5 billion, (iv) diversified industry verticals with a bias to consumer
goods, business and financial services, industrials and healthcare, (v) operational improvement
opportunities, and (vi) opportunity for HPE CM II to be a value-added investor. See Item 8 for additional
information.
HPE CM II’s investment advisory services to the HPE Funds consist of identifying and evaluating
opportunities for both private equity funds and direct co-investments, negotiating instruments, managing and
monitoring investments and their disposition. Investments in private equity funds are made primarily as the
purchase of limited partnership interests in those funds. Investments in direct co- investments are made
predominantly in non-public portfolio companies, although investments in public portfolio companies are
permitted. The Partners of HPE CM II, senior investment professionals and other related persons of HPE
CM II may serve on the advisory board of private equity funds or may serve on the Board of Directors &
Observers of direct co-investments or otherwise act to influence control over the management of investments
held by the HPE Funds.
HPE CM II’s investment advisory services for the applicable HPE Fund are detailed in the relevant private
placement memoranda (each, “Private Placement Memorandum”), limited partnership agreements (each,
“Operating Agreement”), subscription agreements, side letters and investment management agreements
(together, the “Governing Documents”) and are further described below in Item 8. HPE CM II provides
investment advisory services to the applicable HPE Fund under
an investment management agreement with
each HPE Fund.
HPE CM II manages Fund II, Fund III, Fund 3.5, and Fund IV-Q through its managing member entities
(collectively, “HPE CM II Member Entities”). While the HPE CM II Member Entities maintain ultimate authority
over the respective HPE Funds, HPE CM II has been designated the role of the investment adviser. This
Brochure also describes the business practices of the HPE CM II Member Entities, which operate as a single
advisory business together with HPE CM II, and unless the context otherwise requires, references in this
Brochure to “HPE CM II” should be construed to mean the relevant HPE CM II Member Entity and its affiliates
or respective personnel. More information about the HPE CM II Member Entities is available in HPE CM II’s
Form ADV Part 1, Schedule D, Section 7.A.1.
HPE CM II does not tailor its advisory services to the individual needs of the HPE Funds’ Limited Partners
(“Limited Partners” or “Investors”), and Limited Partners may not impose restrictions on investing in certain
securities or types of investments in the HPE Funds. The Governing Documents set forth each Fund’s
investment strategy, including guidelines regarding the types of securities the Fund will invest in and portfolio
limits (if any).
Investors in an HPE Fund participate in the overall investment program for the applicable Fund. HPE CM II
does not excuse a Limited Partner from a particular investment due to legal, regulatory or other applicable
constraints unless provided for under the terms and conditions of the relevant Operating Agreement or other
Governing Document or a “Side Letter,” described more fully below.
HPE CM II Member Entities have entered into one Side Letter with certain Limited Partners in Fund II and
one Side Letter with one Limited Partner in Fund 3.5 that have the effect of establishing rights under,
supplementing, or altering Fund II’s and Fund 3.5’s respective partnership agreements and Investor’s
subscription agreement. Such rights or alterations are regarding economic terms and Fund 3.5’s Side Letter
has expired.
Generally, Side Letters define any rights established, or any terms altered or supplemented will govern only
the investment of the specific Investor and not the terms of the Fund as a whole. Side Letters are generally
negotiated at the time of the relevant Limited Partner’s capital commitment and once invested in an HPE
Fund, Limited Partners generally cannot impose additional guidelines or restrictions on such HPE Fund,
except as provided for in the Governing Documents. HPE Fund I and Fund III do not have Side Letters nor
are any contemplated for future funds.
HPE CM II does not participate in wrap fee programs.
As of December 31, 2023, HPE CM II had regulatory assets under management of $455,700,168.75, all of
which are managed on a discretionary basis in HPE CM II’s sole discretion. HPE CM II does not currently
manage any Fund assets on a non-discretionary basis. It should be noted that for the purposes of calculating
Regulatory Assets Under Management and consistent with SEC guidance, the Firm included all unfunded
capital commitments. RAUM was calculated from audited September 31, 2023 capital account statements
and estimated fourth quarter figures based on investments completed between 9/31/23 and 12/31/23.
Principal Owners
The HPE CM II Member Entities are owned by Mark J. Hauser and Paul M. Swanson. HPE CM II is ultimately
owned and controlled by Mr. Hauser and Mr. Swanson. For more information about HPE CM II’s owners,
please see HPE CM II’s Form ADV Part 1, Schedule A.