CAP91 Partners Management LLC (“CAP91” or the “Firm”) is a Delaware limited liability
company that was formed in 2022, with its principal place of business in Richmond, Virginia. H.
Hiter Harris III and Matthew Engel (each a “Managing Director”, together, the “Managing
Directors”) are the sole owners of CAP91. The Company has designated and appointed Dena
Moore as its Chief Compliance Officer (“CCO”).
As of December 31, 2023the Firm had approximately $455 million in regulatory assets under
management (“RAUM”), all of which was managed on a discretionary basis.
Nature of Clients and Investors
The Firm provides investment management services to pooled investment vehicles that are exempt
from registration under the Investment Company Act of 1940, as amended (“Company Act”), and
whose securities are not registered under the Securities Act of 1933 (“Securities Act”), as amended
(“private funds”). The Firm manages CAP91 Partners Fund LP and CAP91 Partners Fund B LP,
each a private investment fund organized as Delaware limited partnerships. The Company may in
the future manage other similar funds (each a “Fund” or “Client” and collectively the “Funds” or
“Clients”). The Company’s investment advisory clients are technically the Funds and the
beneficial/equity owners of the Funds are generally referred to as “investors” or “Limited
Partners”. CAP91 Partners Fund GP LLC serves as general partner (the “General Partner”) to
the Funds.
CAP91 provides investment management services exclusively to the Funds. The Firm may in the
future serve as investment advisor for other private funds. CAP91 does not have a separate client
relationship with Limited Partners or investors in the Funds.
The Funds are not registered or required to be registered under the Company Act or the Securities
Act and are privately placed to qualified investors in the United States. See also Item 7 below.
Investment Mandates
The Funds are managed in accordance with the investment objectives, strategies and guidelines as
set forth in each Fund’s confidential offering memorandum, organizational documents and other
related documents (collectively “Governing Documents”). In all cases, investments
are selected
on the basis of the Fund’s investment strategy and objectives.
The Funds are not tailored to the individualized needs of any particular Investor, though the Funds
may take into consideration the general characteristics (e.g., tax status) of its target investors when
structuring its operations. An investment in the Funds does not, in and of itself, create an advisory
relationship between the investor and CAP91, and CAP91 typically does not enter into separate
advisory arrangements with any investor. Therefore, each investor must consider for itself whether
any private fund meets the investor’s investment objectives and risk tolerance before investing in
the Funds. Information about each Fund is set forth in its Governing Documents, which are
available to current and eligible prospective investors only through CAP91.
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Side Letters
The General Partner has entered and may enter into arrangements (“Side Letters”) with certain
prospective or existing investors, in connection with the investor’s admission into a Fund, without
the approval of any other investor. The arrangements have the effect of establishing rights under,
or supplementing or modifying the terms of, the Governing Documents of the relevant Fund with
respect to the investor, and typically include rights or terms necessary to address specific legal,
regulatory, investment or public policy restrictions of an investor. The General Partner has entered
into side letter agreements with investors that may establish rights under, or alter or supplement
the terms of, a Fund’s Governing Documents in a manner that may be more favorable to such
investors than those applicable to other investors. The modifications are solely at the discretion of
the Funds and may, among other things, be based on the size of the investor’s investment in a Fund
or affiliated investment entity or may be granted to founding or strategic investors.
Side letter terms are negotiated and agreed to by the Managing Directors on behalf of the General
Partner. The CCO or designee is responsible for monitoring the terms of side letters and
compliance with their terms, and ensuring appropriate disclosures are made to investors regarding
side letters, as necessary.
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