For purposes of this Brochure, the “Adviser” or “Calumet” means Calumet Capital Partners,
LLC, a Delaware limited liability company formed in November 2021. Calumet is an investment
advisory firm with its headquarters in Miami, Florida. The Adviser is led and managed by Dan Carroll
(the “Founding Partner” or “Principal”). The Adviser is registered with the Securities Exchange
Commission under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).
The Adviser provides investment advisory, management and other services on a discretionary
basis to private investment funds (each, a “Fund” and collectively, the “Funds”). It also provides
investment advisory and other applicable services to other entities on a separate account basis, which
advisory services may be either discretionary or non-discretionary. Such Funds and such entities are
referred to in this brochure as “Clients”).
The general partner or equivalent of each Fund is, or will be, an affiliate of the Adviser (each
a “General Partner”). To the extent applicable, this Brochure also describes the business practices of
the General Partners and such other affiliates, which operate as a single advisory business together with
the Adviser.
The Governing Documents (as defined below) of each Fund may also provide for the
establishment of parallel or other alternative investment vehicles in certain circumstances. Investors
may participate in such vehicles for the purposes of certain investments, and if formed, such vehicles
would likely also become Clients of the Adviser.
The Adviser’s investment advisory services to the Clients consist of identifying and evaluating
investment opportunities, negotiating the terms of investments, managing and monitoring investments
and achieving dispositions for such investments. The Adviser expects that Clients will make private
loans to law firms (“Portfolio Investments”). The Adviser intends to focus on term loans and lines of
credit to U.S. law firms representing plaintiffs, on a contingent fee-basis, with a portfolio of mass tort,
other complex multiparty (including class actions), or traditional personal injury cases, although
investment opportunities may consist of loans to other law firms as well (“Portfolio Borrowers”).
Generally, the Adviser’s advice with respect to its Clients will be limited to such investments.
The Adviser’s advisory services to the Clients are detailed in the applicable private placement
memoranda or other offering documents, investment management agreements, limited partnership or
other operating agreements, subscription agreements or similar governing documents (collectively, the
“Governing Documents”), and are further described below under “Methods of Analysis, Investment
Strategies and Risk of Loss.” While it is anticipated that each of its Clients will follow the strategy
described above, the Adviser may tailor the specific advisory services with respect to each Client to the
individual investment strategy of
such Client. In addition, the Governing Documents of Clients may,
in certain limited circumstances, impose restrictions on investing in certain securities or types of
securities, for example, for with regulatory or compliance reasons.
Investors in certain Clients participate in the overall investment program for the applicable
Client but may be excused from a particular investment due to legal, regulatory or other agreed-upon
circumstances pursuant to the relevant Governing Documents. The Funds and the General Partners
may enter into side letters or other similar agreements (“Side Letters”) with certain investors that have
the effect of establishing rights under or altering or supplementing the terms (including economic or
other terms) of the relevant Governing Documents with respect to such investors.
From time to time and as permitted by the relevant Governing Documents, the Adviser expects
to provide (and has agreed to provide as is noted below) co-investment opportunities (including the
opportunity to participate in co-invest vehicles) to certain investors or other persons, including other
sponsors, market participants, finders, consultants and other service providers, the Adviser’s personnel
and/or certain other persons associated with the Adviser and/or its affiliates (e.g., a vehicle formed by
the Principal to co-invest alongside a particular Fund’s transactions), and including an independent
investment firm (collectively with its affiliates, the “Independent Investor”) whose affiliates own an
indirect minority interest in the Adviser, certain General Partners and certain affiliates thereof. The
Adviser has agreed to provide the Independent Investor certain rights to invest alongside certain Funds
as is set forth in the applicable Governing Documents. Additionally, such co-investments typically
involve investment and disposal of interests in the applicable investment at the same time and on the
same terms as the Fund making the investment. However, from time to time, for strategic and other
reasons, a co-investor or co-invest vehicle may purchase a portion of an investment from one or more
Funds after such Funds have consummated their investment (also known as a post-closing sell-down
or transfer). Any such purchase from a Fund by a co-investor or co-invest vehicle generally occurs
shortly after the Fund’s completion of the investment to avoid any changes in valuation of the
investment. Where appropriate, and in the Adviser’s sole discretion, the Adviser is authorized to charge
interest on the purchase to the co-investor or co-invest vehicle (or otherwise equitably to adjust the
purchase price under certain conditions), and to seek reimbursement to the relevant Fund for related
costs and expenses. However, to the extent such amounts are not so charged or reimbursed, they
generally will be borne by the relevant Fund.
As of December 31, 2023, the Adviser manages a total of $191,000,000 in Client assets. The
Adviser is controlled by the Principal.