Ember, a Delaware limited partnership, and its affiliated entities provide investment
advisory services to investment funds privately offered to qualified investors in the U.S. and
elsewhere. Ember commenced operations in 2018.
Ember’s clients include the following (each, a “Fund,” and collectively, together with any
future private investment fund to which Ember and/or its affiliates provide investment advisory
services, the “Funds”):
• Ember Infrastructure Fund I, LP
• Ember Infrastructure Fund I-A, LP
• Ember Infrastructure Fund I-B, LP
• Ember Infrastructure Fund II, LP
• Ember Infrastructure Fund II-A, LP
• Ember SPV I Co-Invest, L.P.
The following general partner entities are affiliated with Ember:
• Ember Infrastructure Fund I GP, LP
• Ember Infrastructure Fund II GP, LP
(each, a “General Partner,” collectively with any future general partners and equivalent
entities formed from time-to-time to any future Funds, the “General Partners,” and together with
Ember and their affiliated entities, “Ember”).
Each General Partner is subject to the Advisers Act pursuant to Ember’s registration in
accordance with SEC guidance. This Brochure also describes the business practices of the General
Partners, which operate as a single advisory business together with Ember.
The Funds are private equity funds and invest through negotiated transactions in operating
entities, generally referred to herein as “portfolio companies” or “portfolio investments.” Ember’s
investment advisory services to the Funds consist of identifying and evaluating investment
opportunities, negotiating the terms of investments, managing and monitoring investments and
achieving dispositions for such investments. Although investments are made predominantly in
non-public companies, investments in public companies are permitted. Where such investments
consist of portfolio companies, the senior principals or other personnel of Ember or its affiliates
are permitted to generally serve on such portfolio companies’ respective boards of directors or
otherwise act to influence control over management of portfolio companies in which the Funds
have invested.
Ember’s advisory services to the Funds are detailed in the relevant private placement
memoranda or other offering documents (each, a “Memorandum”), investment management
agreements, limited
partnership or other operating agreements of the Funds (each, a “Partnership
Agreement” and, together with any relevant Memorandum, the “Governing Documents”) and are
further described below under “Methods of Analysis, Investment Strategies and Risk of Loss.”
Investors in the Funds 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
Ember and any investor. The Funds or the General Partners generally 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, Ember expects to provide (or
agree to provide) 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, Ember personnel and/or certain other persons associated with Ember
and/or its affiliates. Such co-investments often involve investment and disposal of interests in the
applicable portfolio company at substantially the same time and on substantially 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) could purchase 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), which generally will have been funded through
Fund investor capital contributions and/or use of a Fund credit facility.
As of December 31, 2023, Ember managed $644,708,729 in client assets on a discretionary
basis. Ember Infrastructure Management, LP is majority owned by Ember Infrastructure
Management Holdings, LP and is controlled by Ember Infrastructure Partners, LLC, its general
partner.