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Adviser Profile

As of Date 03/29/2024
Adviser Type - Large advisory firm
Number of Employees 15 15.38%
of those in investment advisory functions 11 10.00%
Registration SEC, Approved, 12/16/2021
Other registrations (1)
Former registrations

EMBER INFRASTRUCTURE MANAGEMENT, LP

AUM* 644,708,729 83.91%
of that, discretionary 644,708,729 83.91%
Private Fund GAV* 644,708,728 83.91%
Avg Account Size 107,451,455 -8.04%
SMA’s No
Private Funds 6 3
Contact Info (64 xxxxxxx
Websites

Client Types

- Pooled investment vehicles

Advisory Activities

- Portfolio management for pooled investment vehicles

Compensation Arrangments

- A percentage of assets under your management
- Performance-based fees

Recent News

Reported AUM

Discretionary
Non-discretionary
351M 300M 250M 200M 150M 100M 50M
2021 2022 2023

Private Funds



Employees

Private Funds Structure

Fund Type Count GAV
Fund TypePrivate Equity Fund Count6 GAV$644,708,728

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Brochure Summary

Overview

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.