A. Description of Advisory Firm and Principal Owners
Tengram Capital Partners, L.P. is a Delaware limited partnership that provides
investment advisory services to pooled investment vehicles that are exempt from
registration under the Investment Company Act of 1940, as amended, and whose
securities are not registered under the Securities Act of 1933, as amended (collectively,
the “private fund clients”). The firm is based in Westport, Connecticut. William
Sweedler and Matthew D. Eby (together, the “Managing Partners”) are the principal
owners of Tengram Capital Partners, as well as Tengram Capital Associates, LLC
(“TCA”) and Tengram Capital Associates II (“TCA II”), which serve as general partner
and/or managing member of the firm’s private fund clients. Tengram Capital Partners,
TCA and TCA II are referred to herein, collectively, as “Tengram Capital Partners,”
unless the context requires otherwise.
Tengram Capital Partners was founded in 2010 by the Managing Partners to formalize
the investment strategy and partnership they developed over the preceding five years and
to leverage the significant operating and financial experience of the Managing Partners
by focusing on investment opportunities in the branded consumer products and retail
industries. Tengram Capital Partners has sponsored five private fund clients since its
founding. Currently, the investment periods for all five private fund clients have expired.
Although the firm may still pursue “follow-on” investment opportunities for existing
portfolio companies in the private fund clients, it is not anticipated that Tengram Capital
Partners will sponsor any new funds.
The Managing Partners are responsible for the sourcing, analyzing, structuring,
financing, oversight, and disposition of Tengram Capital Partners’ investment
transactions and each serves on Tengram Capital Partners’ investment committee (the
“Investment Committee”).
B. Advisory Services Offered
Tengram Capital Partners provides investment advisory services to its private fund
clients, which invest in consumer or retail companies with underdeveloped or growing
brands at attractive valuations in strong segments in the consumer space.
The investment objective of the private fund clients is to achieve long-term capital
appreciation through equity and equity-related investments in publicly-listed and private
companies in the branded consumer products and retail space, including, without
limitation, following segments: apparel, sporting goods, consumer electronics, home
furnishings, health and beauty, and spirits and beverage. Tengram Capital Partners may
also invest in PIPEs and debt securities that have equity-like returns or an equity
component
or are related to its equity investments.
Tengram Capital Partners’ services to the private fund clients typically include, as applicable:
• sourcing, analysis, structuring, financing, oversight, and acquisition of investments
on behalf of the private fund clients;
• monitoring, developing, rehabilitating, managing and/or operating
portfolio investments post-acquisition, including in some cases in
collaboration with or through unaffiliated third parties;
• reporting to the private fund clients on the performance of their investments;
• providing day-to-day managerial and administrative services to the private
fund clients; and
• advising with respect to the timing and terms of disposition opportunities.
Tengram Capital Partners serves as the investment adviser of each of the private fund clients.
Various limited partnerships or limited liability companies, including TCA and TCA II, serve
as the general partner or manager (each, a “Management Entity”) of the private fund clients.
The Management Entities are subject to Tengram Capital Partners’ supervision and Code of
Ethics, together with its other compliance policies and procedures as adopted by Tengram
Capital Partners. References in this brochure to Tengram Capital Partners may include, as the
context requires, the Management Entities through which it provides investment advisory
services, such as entities that serve as general partners, managing members or managers to
certain private fund clients.
C. Individually Tailored Advisory Services
As a general matter, the advisory services provided by Tengram Capital Partners to private
fund clients are tailored to the investment objectives, strategies and guidelines set forth in
the governing documents of such private fund clients. The advisory services provided to
private fund clients are not tailored to the individual needs of any particular investor in a
private fund client. However, depending on various factors, Tengram Capital Partners may
enter into agreements, commonly referred to as “side letters”, with investors that may waive
or modify certain terms applicable to their investment in a private fund client, or provide
certain rights in addition to those provided in the governing documents of the private fund
client. See “Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss” for
additional details.
D. Wrap Fee Programs
Tengram Capital Partners does not participate in wrap fee programs.
E. Assets Under Management
As of December 31, 2023, Tengram Capital Partners managed approximately $280.4
million of private fund client assets, all of which are managed on a discretionary basis.