The Advisers are a private investment firm located in Dallas, Texas and Fort Worth, Texas. The
Filing Adviser and the Relying Advisers together have filed a single form ADV in reliance on the
umbrella registration provisions provided in SEC Release No. IA-4509 (August 25, 2016).
References herein to the Filing Adviser or the Relying Advisers include affiliated management
companies of the Filing Adviser and the Relying Advisers, and references herein to the “Adviser”
means the applicable Adviser(s) for a particular Fund and its affiliated management companies, and
“Advisers” include the Filing Adviser, the Relying Advisers and their affiliated management
companies. The Advisers, either directly or through affiliates, provide investment advice on a
discretionary and non-discretionary basis to a number of private investment vehicles that are part of
the Satori Capital family of funds and that pursue specialized investment strategies as described
herein (each, a “Fund”, and together, the “Funds”).
1
The Filing Adviser was formed in November 2008 and began providing advisory services to Funds
in 2009. The Relying Advisers were formed at the times set-forth below after its name and began
providing advisory services to Funds shortly after formation: Satori Alpha Management, LLC
(August 2013); Satori Alpha GP, LLC (March 2011); Satori Management, LLC (September 2009);
Satori Capital 2009 GP, LLC (September 2009); Satori Capital Strategic Opportunities GP, LLC
(August 2010); Satori Capital III GP, LLC (October 2015), Satori Crossover Partners GP, LLC
(March 2015), Satori Co-Investment GP, LLC (July 2019) Satori Co-Investment II GP, LLC
(December 2021), Satori Thematic Partners GP, LLC (December 2021), Satori Environmental
Partners GP, LLC (March 2022) Satori Environmental Partners Management, LLC (March 2022),
Satori Neuro Management LLC (March 2023), and Satori Neuro Partners GP LLC (March 2023).
In connection with sponsoring a Fund, the Adviser is responsible for evaluating and monitoring Fund
investments and providing day-to-day managerial and administrative services to the Fund, as more
fully described in the offering memorandum and/or governing documents of each Fund. Randall M.
Eisenman (“Eisenman”) and Sunny C. Vanderbeck (“Vanderbeck”) solely own and control
indirectly through entities and trusts, all of the Advisers other than Satori Alpha Management, LLC,
Satori Alpha GP, LLC, Satori Thematic Partners GP, LLC, Satori Environmental Partners GP, LLC,
and Satori Environmental Partners Management, LLC. Eisenman, Vanderbeck, and James E.
Haddaway (“Haddaway”) own and control indirectly through entities and trusts, Satori Alpha
Management, LLC, Satori Alpha GP, LLC and Satori Thematic Partners GP, LLC. Eisenman,
Vanderbeck, Haddaway and Paul Strigler own and control, both directly and indirectly through
entities and trusts, Satori Environmental Partners GP, LLC and Satori Environmental Partners
Management, LLC. Eisenman, Vanderbeck, Haddaway and Amy Kruse own and control, both
directly and indirectly through entities and trusts, Satori Neuro Management LLC and Satori Neuro
Partners GP LLC.
The Advisers operate under a single code of ethics (the “Code”) adopted in accordance with Rule
204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and a single
written compliance program adopted and implemented in accordance with Rule 206(4)-7 under the
Advisers Act and administered by a single chief compliance officer.
The Advisers’ advisory services currently include four distinct investment strategies: a private equity
strategy, an alternative investments strategy, a hybrid investment strategy, and a long/short energy
1 As an SEC-registered investment adviser, Satori owes a fiduciary duty to all of its clients. In 2006, the decision by the Court of Appeals
for the D.C. Circuit in
Goldstein v. SEC, 451 F.3d 873 (D.C. Cir. June 23, 2006), with respect to private funds, clarified that the “client” of
an investment adviser to a private fund is the fund itself and not an investor in the fund. For purposes of this Brochure, the terms “Fund”
or “Funds” refer to the advisory clients of the Adviser.
transition sector strategy.
Private Equity Strategy
Filing Adviser and certain Relying Advisers (
i.e., Satori Capital 2009 GP, LLC; Satori Capital
Strategic Opportunities GP, LLC; Satori Capital III GP, LLC; and Satori Co-Investment GP, LLC)
provide advisory services to seven Funds pursuing the private equity strategy (
i.e., Satori Capital
2009, LP; Satori Capital Strategic Opportunities, LP; Satori Capital III, LP; Satori SunTree, LP;
Satori Co-Investment, LP; Satori Co-Investment II, LP, and Satori Capital IV LP). The Filing
Adviser and Relying Advisers providing advisory services to Funds pursuing the private equity
strategy are sometimes referred to herein as the “Satori PE Adviser.”
Satori PE Adviser, on behalf of the Funds pursuing the private equity strategy, seeks to acquire both
minority and majority positions in privately-held, profitable, sustainably-run companies operating
in the lower middle market. Satori PE Adviser believes that companies engaged in sustainable
business practices offer excellent opportunities for growth with lower overall risk to investors.
These businesses often deliver strong returns by operating with a long-term perspective, committing
to their mission or purpose, and focusing on creating value for each of their stakeholders. The
benefits of such practices include increased employee engagement, higher customer loyalty,
collaborative partnerships with vendors and suppliers, and strong community support. The resulting
system of motivated and aligned stakeholders often results in higher quality products and services,
increased demand for those products and services, and a more resilient business.
Satori PE Adviser intends to make the majority of the Funds’ investments in companies
headquartered in the United States. Satori PE Adviser strongly prefers to acquire portfolio
companies with talented core executive leadership already in place; Satori PE Adviser expects,
however, that in many cases it will recruit other high-caliber leaders to complement a company’s
existing executive team. Additionally, Satori PE Adviser favors investments in companies operating
in industries where it has relevant operational expertise, namely: business services, consumer
products, financial services, mature technology and telecom, e-commerce, and light manufacturing.
Satori PE Adviser provides advisory services to the Funds according to the investment objectives
and strategies as set forth in each Fund’s offering materials and/or governing documents. Satori PE
Adviser does not tailor its advisory services to the individual needs of any of the investors in the
Funds.
Alternative Investments Strategy
Certain Relying Advisers (
i.e., Satori Alpha Management, LLC, Satori Alpha GP, LLC, and Satori
Thematic Partners GP, LLC) provide advisory services to three Funds that pursue the alternative
investments strategy (
i.e., Satori Alpha, LP, Satori Alpha II, LP, and Satori Thematic Partners, LP).
Relying Advisers providing advisory services to Funds pursuing the alternative investments
strategy are sometimes referred to herein as the “Satori Alpha Adviser.”
Satori Alpha Adviser, on behalf of the Funds pursuing the alternative investments strategy, seeks
to invest with professional money managers (“Third-Party Managers”) who employ a variety of
investment strategies through their own pooled investment funds, funds of one, or on a managed
account basis. Unlike investment funds that pursue a single strategy, Satori Alpha Adviser takes a
concentrated, multi-manager approach in asset allocations to attempt first to enhance returns and
second to mitigate risk. Satori Alpha Adviser, on behalf of the Funds, may also directly pursue
investment strategies pursued by the Third-Party Managers or opportunistically invest the Fund’s
assets directly (such investments in Third-Party Managers or directly in assets is referred to as the
“Investments”).
While each of its Funds pursuing the alternative investments strategy will follow the general
strategies stated above, Satori Alpha Adviser may tailor the specific advisory services with respect
to each Fund at Satori Alpha Adviser’s discretion and based on the individual investment strategy
of each Fund.
Investors in one of the Funds (Satori Alpha, LP) may, but are not obligated to, participate in each
Investment (the “Opt-In Investors”). Investors in another Fund (Satori Alpha II, LP) have a choice
between two (2) difference classes of interests depending on the size of its investment in the Fund
– class A and
class B. Investors in class A are Opt-In Investors. Investors in class B have no
discretion to determine which Investments they invest in (such investors, the “Discretionary
Investors” and together with the Opt-In Investors, the “Investors”).
Because of the structure of the Funds pursuing the alternative investments strategy, each Investor
will have a unique and different allocation of underlying Investments. Each Opt-In Investor will
determine that allocation for itself. Satori Alpha Adviser will determine which Investments the
Discretionary Investors invest in based on its understanding of each of the Discretionary Investor’s
investment objectives, diversification goals, and risk tolerances, as communicated by such
Discretionary Investors. Satori Alpha Adviser’s determination of appropriate Investments for each
Discretionary Investor may be materially different than Satori Alpha Adviser’s determinations with
respect to any other Discretionary Investor and may be materially different than what such
Discretionary Investor may otherwise have chosen for itself. While Satori Alpha Adviser takes into
account the investment objectives, goals, and risk tolerances of the Discretionary Investors, it does
not tailor its advisory services to the individual needs of any of the Investors in the Funds. Likewise,
Investors may not impose restrictions on investing in certain securities or types of securities.
Satori Alpha Adviser, on behalf of the Funds pursuing the alternative investments strategy, will also
cause those Funds to provide seed or acceleration capital to Third-Party Managers of other private
investment funds in order to share in the management fees, performance allocations and other
revenue income of these Third-Party Managers (the “Seed Investments”). In those instances, and
as provided in more detail in Item 5, the Fund will receive a portion of those management fees,
performance allocations and other revenue income with the remaining portion going to the Satori
Alpha Adviser or its affiliates.
Hybrid Investments Strategy
Filing Adviser and certain Relying Advisers (i.e., Satori Crossover Partners GP, LLC) provide
advisory services to two single purpose entities pursuing the hybrid investment strategy (Satori
HWE, LP, and Satori Aspen Heights, LP). The Filing Adviser and the Relying Advisers providing
advisory services to Funds pursuing the hybrid investment strategy are sometimes referred to herein
as the “Satori Hybrid Adviser.” For purposes of simplicity, the single purpose entities pursuing
the hybrid investment strategy are referred to as a Fund for purposes of this Brochure.
When a Satori Hybrid Adviser finds an investment opportunity that is compelling but does not
otherwise fit within the private equity strategy or alternative investment strategy, the Adviser will
generally form a single purpose entity to invest in such opportunity and the Satori Hybrid
Adviser will provide advisory services to that single purpose entity. Examples of investments that
fall within the hybrid investment strategy currently include an investment in a business that
develops and operates student housing and an investment in a business that provides investment
banking services for hotels and real estate related businesses.
Satori Hybrid Adviser’s clients are the single purpose entities. Satori Hybrid Adviser tailors its
advisory services to the investment purpose of each single purpose entity. Satori Hybrid Adviser
does not tailor its advisory services to the individual needs of investors in any of the single purpose
entities.
Early and Growth Stage Investments Strategy
Certain Relying Advisers (i.e., Satori Neuro Management LLC; and Satori Neuro Partners GP LLC)
provide advisory services to one Fund that pursues the early and growth stage investment strategy
(i.e., Satori Neuro Partners LP). Relying Advisers providing advisory services to the Fund pursuing
the early and growth stage investment strategy are sometimes referred to herein as the “Neuro
Adviser.”
Neuro Adviser, on behalf of the Fund pursuing the early and growth stage investment strategy,
seeks to achieve market leading, risk-adjusted returns by purchasing, acquiring, holding, managing
and selling various equity and equity-related investments (each, an “Investment” and collectively,
“Investments”) in the life sciences and healthcare sector with a focus on neuroscience, mental health
and solutions that contribute to humans flourishing, across multiple stages of opportunity maturity
(early-stage to early growth). The current revolution in brain and mental health solutions, which
merges ancient technology with modern science, holds enormous potential to significantly add to
the well-being of humanity. The Fund’s investment strategy may include, but is not limited to,
Investments in multiple healthcare sub-sectors, such as psychedelic medicines, neurotechnology
(technology to modify and enhance brain function), non-psychedelic therapeutics, diagnostics,
tools, training and software for the mental health industry, and several other emerging areas in the
brain-health field. The Fund’s allocation to one or more of these themes or trends will vary based
on a variety of factors as determined by the General Partner or Investment Manager. The Fund has
the flexibility to pursue a range of investment strategies and Investments to the extent the General
Partner or Investment Manager deems appropriate.
Long/Short Energy Transition Sector Strategy
Certain Relying Advisers (i.e., Satori Environmental Partners GP, LLC and Satori Environmental
Partners Management, LLC) provide advisory services to one Fund that pursues the long/short
energy transition sector strategy (i.e., Satori Environmental Partners, LP). Relying Advisers
providing advisory services to the Fund pursuing the long/short energy transition sector strategy are
sometimes referred to herein as the “SEP Adviser.”
SEP Adviser, on behalf of the Fund pursuing the long/short energy transition sector strategy, seeks
to invest in the securities of companies involved in the energy transition sector to seek superior risk-
adjusted returns over a multi-year time horizon through long and short investments. The Fund
intends to invest (long and short) across a variety of themes to create a diversified portfolio within
the energy transition sector, and allocation to one or more themes will vary based on a variety of
factors as determined by the Investment Manager.
Generally, the Fund’s portfolio will be comprised of three segments: opportunistic short-term
trading, investments capitalizing on dislocation and similar events, and long-term positions.
Notwithstanding the foregoing, the Fund has the flexibility to pursue an unlimited range of
investment strategies and invest in an unlimited range of securities, financial instruments, and other
assets to the extent the General Partner or Investment Manager deems appropriate.
The Fund may admit new Investors and/or accept additional Capital Contributions from existing
Investors at closings held as of the first day of any calendar month, or on such other dates selected
by the General Partner. There is currently no minimum or maximum size for the Fund.
For a more complete description of the Advisers’ strategies and related risks, please refer to Item 8
– Methods of Analysis, Investment Strategies and Risk of Loss.
While all current clients of the Advisers are Funds, this Brochure has been prepared to provide
meaningful information to the investors in those Funds. It should be noted that each Fund’s clients
and investors are sophisticated and generally known to have an informed understanding of investing
in unregistered securities. The information that follows in this Brochure has been prepared with this
intended audience in mind.
The Advisers do not participate in wrap fee programs.
As of December 31, 2023, the Advisers collectively manage regulatory assets under management
of approximately $716,614,566 on a discretionary basis, and $720,961,167on a non-discretionary
basis.
Throughout this Brochure, we disclose a number of conflicts of interest and provide summaries of a
number of our policies and procedures designed to detect and address these conflicts and others.
We encourage current and prospective investors in our Funds to review our policies and procedures
and inquire directly with us about our conflicts. Our compliance policies and procedures are
available for review in our offices. In addition, conflicts of interest and specific risks are identified
in the offering materials of Funds that we manage. Please request a copy of the relevant Fund’s
most current offering materials and/or governing documents for a description of other conflicts and
risks that might exist.