The CapStreet Group, LLC (the “filing adviser” and, unless the context otherwise requires, collectively
with the relying adviser (CapStreet Management, L.P.) and the fund general partners (as defined below)
“Capstreet” or the “Firm”) is a Houston, Texas based private equity firm that focuses on making
investments in entrepreneur-owned businesses in software, tech-enabled services and industrial
business services sectors, across multiple end markets. As part of its investment strategy, Capstreet
utilizes its Capvalue ™ Framework, which provides industry best practices, access to subject matter
experts (including employee Operating Executives and third-party Operating Advisors) and
technologies to help companies scale and create value.
Capstreet serves as an investment manager and provides discretionary investment advisory services to
pooled investment vehicles (each a “Fund” or, collectively, the “Funds”) which are exempt from
registration under the Investment Company Act of 1940, as amended, and the rules and regulations
promulgated thereunder (the “Investment Company Act”). Capstreet’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 of such investments.
Investments are made in non-public companies, although investments in public companies are
permitted in certain instances. The Funds make long-term private equity investments in lower middle
market companies, generally referred to as “portfolio companies.” Each portfolio company has its
own independent management team responsible for managing its day-to-day operations, although (i)
members of Capstreet or representatives appointed by the Firm are expected to serve on the boards
of, or otherwise act to influence control of the management of, such portfolio companies and will
therefore have a significant impact on the long-term direction of the portfolio company, including the
selection of management team members and (ii) in some cases, Capstreet will more directly influence
the day-to-day management of the company by recruiting and installing certain individuals in various
leadership roles, such as chief executive officer, chief operating officer, chief financial officer or in
other roles.
Capstreet tailors its advisory services to the specific investment objectives and restrictions of each
Fund pursuant to the investment guidelines and restrictions set forth in and governed by the relevant
Fund’s partnership agreement, private placement memorandum, subscription documents, investment
advisory agreements, side letters and any other governing documents of the relevant Fund, each as
supplemented and/or amended and restated from time to time (collectively, the “Governing
Documents”). Limited partners determine the suitability of an investment in a Fund based on, among
other things, the Governing Documents. Capstreet does not tailor its advisory services to the
individual needs of limited partners and Fund limited partners generally cannot impose restrictions on
investing in certain securities or types of securities, other than through side letter agreements. Limited
partners in the Funds participate in the overall investment program for the applicable Fund, but will
in certain cases be excused from a particular investment due to legal, regulatory or other applicable
constraints, pursuant to the terms of the applicable Governing Documents. In accordance with
industry common practice, Capstreet has entered into side letters or similar agreements with certain
limited partners who make substantial commitments of capital, were early-stage investors or for other
reasons in the sole discretion of Capstreet and such side letter have the effect of establishing
rights
under, or altering or supplementing, a Fund’s Governing Documents. Examples of side letters entered
into include provisions whereby limited partners have expressed an interest in participating in co-
investment opportunities, notification provisions, limited partner advisory board representation,
reporting requirements and “most favored nations” provisions, among others. These rights, benefits
or privileges are not always made available to all limited partners, consistent with the Governing
Documents and general market practice. Commencing in March 2025, Capstreet will make required
disclosure of certain side letters to all limited partners (and in certain cases, to prospective limited
partners) in accordance with the new Private Fund Rule. Side letters are generally negotiated at the
time of a limited partner’s capital commitment and once invested in a Fund, limited partners generally
cannot impose additional investment guidelines on such Fund. There can be no assurance that the
side letter rights granted to one or more limited partners will not in certain cases disadvantage other
limited partners.
Capstreet currently manages three Funds: CapStreet III, L.P. (“Fund III”), CapStreet IV, L.P. (“Fund
IV”) and CapStreet V, L.P. (“Fund V”). For more information about the Funds, please see Capstreet’s
Form ADV Part 1, Schedule D, Section 7.B.(1). Capstreet does not currently manage any independent
co-investment vehicles. However, in certain circumstances, as more fully described in Item 7 below,
the Firm permits certain limited partners and third parties to co-invest directly into a portfolio
company. Such direct co-investments are not Funds or clients of Capstreet.
The management and operation of each Capstreet Fund is vested in a general partner, which has the
authority to carry out all objectives and purposes of that Fund. CapStreet GP III, L.P. is the general
partner of and manages Fund III; CapStreet GP IV, L.P. is the general partner of and manages Fund
IV; and CapStreet GP V, L.P. is the general partner of and manages Fund V (collectively, CapStreet
GP III, L.P., CapStreet GP IV, L.P. and CapStreet GP V, L.P. are referred to herein as the “general
partners”). The general partners are deemed registered under the Advisers Act pursuant to Capstreet’s
registration in accordance with SEC guidance. The general partners and the relying adviser have been
formed for legal, tax, regulatory or other purposes in connection with the organization of the Funds;
however, they do not have employees of their own, and all investment advisory services are performed
by employees of Capstreet. The applicable general partner of each Fund retains investment discretion
and limited partners in the Funds do not participate in the control or management of the Funds.
While the general partners maintain ultimate authority over the respective Funds, The CapStreet
Group, LLC and CapStreet Management, L.P. have been delegated the role of investment adviser.
For more information about the relying adviser and general partners, please see Capstreet’s Form
ADV Part 1, Schedule D, Sections 7.A and Schedule R.
CapStreet Management, L.P. is the sole owner of The CapStreet Group, LLC, which was founded in
1997 and was originally named Summit Capital Group, LLC; its name was changed to The CapStreet
Group, LLC in 2002. CapStreet Management, L.P. is owned by partners George B. Kelly, M. Neil
Kallmeyer, Paul M. De Lisi and Adrian Guerra-Cardus. For more information about The CapStreet
Group, LLC and CapStreet Management, L.P.’s owners and executive officers, see Capstreet’s Form
ADV Part 1, Schedule A, Schedule B and Schedule R and Form ADV Part 2B.
As of December 31, 2023, Capstreet managed approximately $989 million in regulatory assets under
management, all managed on a discretionary basis.