For purposes of this brochure, the “Adviser” means Cyprium Investment Partners LLC, a Delaware
limited liability company, together (where the context permits) with its affiliates that provide
advisory services to and/or receive advisory fees from the Funds (as defined below) and may also
in the future provide advisory services to separately managed accounts (“Managed Accounts”).
Such affiliates have in the past and may or may not in the future be under common control with
Cyprium Investment Partners LLC but possess a substantial identity of personnel and/or equity
owners with Cyprium Investment Partners LLC. In some cases, these affiliates have been and may
in the future be formed for tax, regulatory or other purposes in connection with the organization
of the Funds or have and may in the future serve as General Partners (as defined below) of the
Funds.
The Adviser provides investment supervisory services to investment vehicles that are exempt from
registration under the Investment Company Act of 1940, as amended (the “1940 Act”) and whose
securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”)
and has in the past and may in the future provide investment supervisory services to Managed
Accounts. As of March 2024, the Adviser serves as the investment manager for Cyprium Investors
IV LP, Cyprium Investors V LP, Cyprium Parallel Investors V LP and Cyprium SBIC I LP (the
“Main Funds”). Cyprium SBIC I LP is licensed as a Small Business Investment Company
(“SBIC”) by the U.S. Small Business Administration (the “SBA”) pursuant to the Small Business
Investment Act of 1958. In the future the Adviser may advise Main Funds and Managed Accounts
in addition to those listed herein.
Additionally, the Adviser has and may in the future also organize and serve as General Partner (or
in an analogous capacity) to alternative investment vehicles (each, an “Alternative Investment
Vehicle”) organized to address, for example, specific tax, legal, business, accounting or regulatory-
related matters that may arise in connection
with a transaction or transactions.
The Main Funds and the Alternative Investment Vehicles are collectively referred to as the
“Funds.”
The Funds and Managed Accounts make primarily long-term private equity and equity-related
investments, as well as investments in debt instruments. In accordance with the Funds’ and
Managed Accounts’ respective investment objectives, investments are generally made in privately
owned lower middle market companies in the United States or Canada. The Adviser’s advisory
services consist of investigating, identifying and evaluating investment opportunities, structuring,
negotiating and making investments on behalf of the Funds and Managed Accounts, managing and
monitoring the performance of such investments and disposing of such investments. The Adviser
has and, in the future, may serve as the investment adviser or General Partner to the Funds in order
to provide such services.
The Adviser provides investment supervisory services to each Fund and the Managed Accounts in
accordance with the limited partnership agreement (or analogous organizational document) of such
Fund or Managed Account or separate investment and advisory, investment management or
portfolio management agreements (each, an “Advisory Agreement”).
Investment advice is provided directly to the Funds and not individually to the investors in the
Funds. Services are provided to the Funds and Managed Accounts in accordance with the
Advisory Agreements with the Funds and Managed Accounts and/or organizational documents of
the applicable Fund. Investment restrictions for the Funds, if any, are generally established in the
organizational or offering documents of the applicable Fund or in the applicable Advisory
Agreement.
The principal owners of Cyprium Investment Partners LLC are Michael Conaton, Beth Haas,
Daniel Kessler, Leland Lewis, and John Sinnenberg. The Adviser has been in business since 2011.
As of December 31, 2023, the Adviser managed a total of $553.8 million of client assets, all of
which is managed on a discretionary basis.