Caltius is a private investment management firm, including a number of registered investment advisory entities and other organizations affiliated with Caltius Capital Management, LP (collectively, “Caltius”), that, as of December 31, 2023, manages $999,351,170 in private fund assets. Caltius Capital Management, LP, a Delaware limited partnership and a registered investment adviser (“Adviser” or “Caltius Management”), and its affiliated investment advisers provide investment advisory services to Caltius’ investment funds privately offered to qualified investors in the United States and elsewhere. Caltius Management commenced operations in November 2000. The private investment funds for which Caltius Management provides investment advisory services are:
• Caltius Equity Partners II, LP (“Caltius Equity II Main Fund”) and Caltius Equity Partners Executive II, LP (“Caltius Equity II Executive Fund,” and with the Caltius Equity II Main Fund, “Caltius Equity II”), each formed in 2006 and no longer making new investments except for potential follow-on investments in existing portfolio companies approved by the Fund’s advisory board.
• Caltius Equity Partners III, LP (“Caltius Equity III Main Fund”) and Caltius Equity Partners Executive III, LP (“Caltius Equity III Executive Fund,” and with the Caltius Equity III Main Fund, “Caltius Equity III”), each formed in 2013 and no longer making new investments except for potential follow-on investments in existing portfolio companies.
• Caltius Equity Partners IV, LP (“Caltius Equity IV Main Fund”) and Caltius Equity Partners Executive IV, LP (“Caltius Equity IV Executive Fund,” and with Caltius Equity IV Main Fund, “Caltius Equity IV”), each formed in 2021 and are currently making investments in new portfolio companies.
• Caltius Partners III, LP (“Caltius Structured Capital III Main Fund”) and Caltius Partners Executive III, LP (“Caltius Structured Capital III Executive Fund,” and with Caltius Structured Capital III Main Fund, “Caltius Structured Capital III”), each formed in 2004 and no longer making new investments except for potential follow-on investments in existing portfolio companies.
• Caltius Partners IV, LP (“Caltius Structured Capital IV Main Fund”) and Caltius Partners Executive IV, LP (“Caltius Structured Capital IV Executive Fund” and with Caltius Structured Capital IV Main Fund, “Caltius Structured Capital IV”), each formed in 2008 and no longer making new investments except for potential follow-on investments in existing portfolio companies.
• Caltius Partners V, LP (“Caltius Structured Capital V Main Fund”), Caltius Partners V- A, LP (“Caltius Structured Capital V Parallel Fund”) and Caltius Partners Executive V, LP (“Caltius Structured Capital V Executive Fund”), each formed in 2014, referred to herein as the “Caltius Structured Capital V Unlevered Funds,” and together with Caltius Partners V (SBIC), LP (“Caltius Structured Capital V SBIC Fund”) formed in 2016, referred herein collectively as “Caltius Structured Capital V”. Caltius Structured Capital V is no longer making new investments except for potential follow-on investments in existing portfolio companies.
• Caltius Partners VI, LP (“Caltius Structured Capital VI Unlevered Fund”), formed in February of 2022, along with Caltius Partners VI (SBIC), LP (“Caltius Structured Capital VI SBIC Fund”), formed in 2021 and licensed in January of 2022, referred herein collectively as “Caltius Structured Capital VI”. Caltius Structured Capital VI is currently making new portfolio company investments.
• Caltius Structured Capital V SBIC Fund and Caltius Structured Capital VI SBIC Fund will be referenced herein as the “Caltius Structured Capital Leveraged Funds” and Caltius Structured Capital V Unlevered Funds and Caltius Structured Capital VI Unlevered Fund will be referenced herein as the “Caltius Structured Capital Unlevered Funds”. Caltius Equity II, Caltius Equity III and Caltius Equity IV (the “Caltius Equity Funds”) primarily make private equity investments. Caltius Structured Capital III, Caltius Structured Capital IV , Caltius Structured Capital V and Caltius Structured Capital VI (the “Caltius Structured Capital Funds”) primarily make mezzanine debt and other structured capital investments (see “Methods of Analysis, Investment Strategies and Risk of Loss”). The Caltius Equity Funds, the Caltius Structured Capital Funds, together with any parallel and alternative investment vehicles, are each referred to herein individually as a “Fund” and collectively, along with any future private investment fund(s) for which Caltius Management provides investment advisory services, as the “Funds.” The Funds invest through negotiated transactions in operating entities. Investors in the Funds participate in the overall investment program for the applicable Fund, but may be excluded from a particular investment due to legal, regulatory or other agreed-upon circumstances pursuant to the relevant partnership agreement. Each Fund or its General Partner (as defined below), from time to time, enter into side letters or other similar arrangements with certain investors that have the effect of establishing rights under, or altering or supplementing, the Fund’s partnership agreement. Additionally, from time to time, the Adviser expects to provide (or agree to provide) certain investors or other persons the opportunity to participate in co-invest vehicles that will invest in certain portfolio companies alongside a Fund. Such co-invest vehicles typically invest and dispose of their investments in the applicable portfolio company at the same time and on the same terms as the relevant Fund making the investment. However, from time to time, for strategic and other reasons, a co-invest vehicle could purchase a portion of an investment from a

Fund. Any such purchase from a Fund by a co-investor generally occurs at original valuation and within a reasonable time period after such Fund’s completion of the investment, which generally will have been funded through Fund investor capital contributions and/or use of a Fund credit facility. Where appropriate, and in the Adviser’s sole discretion, the Fund reserves the right to charge the co-investor an additional amount on the purchase to compensate the original Fund for the holding period and to seek reimbursement to the relevant Fund for related costs. However, to the extent such additional amounts are not so charged or reimbursed, they generally will be borne by the relevant Fund. Each Fund has a general partner that has the authority to manage the business and affairs of the Fund. The general partners of the Funds are as follows: CEP II, LP (“CEP II”) is the general partner of each of the Caltius Equity II partnerships; Caltius GPE III, LP (“GPE III”) is the general partner of each of the Caltius Equity III partnerships; Caltius GPE IV, LP (“GPE IV”) is the general partner of each of the Caltius Equity IV partnerships; CP III, LP (“CP III”) is the general partner of each of the Caltius Structured Capital III partnerships; CP IV, LP (“CP IV”) is the general partner of each of the Caltius Structured Capital IV partnerships; GPM V, LP (“GPM V”) is the general partner of each of the Caltius Structured Capital V Unlevered Funds; Caltius Partners V (SBIC) GP, LP (“CP V (SBIC) GP”) is the general partner of the Caltius Structured Capital V SBIC Fund; GPM VI, LP (“GPM VI”) is the general partner of the Caltius Structured Capital VI Unlevered Fund; and GPM VI (SBIC), LP (“GPM VI (SBIC)” is the general partner of the Caltius Structured Capital VI SBIC Fund (CEP II, GPE III, CP III, CP IV, GPM V, CP V (SBIC) GP, GPM VI, and GPM VI (SBIC)), referred to herein individually as a “General Partner,” and collectively as the “General Partners”). Each General Partner’s investment advisory services to its respective Fund(s) consists of identifying and evaluating investment opportunities, negotiating the terms of investments, managing and monitoring investments and achieving dispositions for such investments. Investments are made predominantly in non-public companies, although investments in public companies are permitted. From time to time, where such investments consist of portfolio companies, the senior principals or other personnel of the Adviser, or the applicable General Partner or their affiliates generally serve on, or act as observer to, such portfolio companies’ respective boards of directors/managers or otherwise act to influence control over management of portfolio companies held by the Fund(s). The Adviser’s advisory services to each Fund are detailed in the applicable private placement memoranda and partnership agreements for such Fund and are further described below under “Methods of Analysis, Investment Strategies and Risk of Loss.” Each General Partner is subject to the Advisers Act pursuant to the Adviser’s registration in accordance with SEC guidance. This Brochure also describes the business practices of each General Partner, which operate as a single As of December 31, 2022, Caltius Management managed an aggregate of approximately $964,586,732 in client assets on a discretionary basis. Caltius Capital Management, LLC, a Delaware limited liability company (“CCM”), acts as the general partner of Caltius Management. Through CCM, Caltius Management is principally owned and controlled by James B. Upchurch. Caltius Structured Capital Funds In June 2016, Caltius Structured Capital V SBIC Fund received its license as a Small Business Investment Company (“SBIC”) from the U.S. Small Business Administration (“SBA”) pursuant to the Small Business Investment Act of 1958, as amended, and the rules and regulations promulgated thereunder (collectively, the “SBIC Act”). In January 2022, Caltius Structured Capital VI (SBIC) Fund received its license as a Small Business Investment Company (“SBIC”) from the U.S. Small Business Administration (“SBA”) pursuant to the Small Business Investment Act of 1958, as amended, and the rules and regulations promulgated thereunder (collectively, the “SBIC Act”). Accordingly, the Caltius Structured Capital Leveraged Funds will be granted access to non-recourse SBA debentures (“SBA Leverage”) in an amount generally equal to up to two times the Caltius Structured Capital Leveraged Funds’ private capital commitments. The Caltius Structured Capital Leveraged Funds intend to apply for SBA Leverage in multiple tranches; however, there is no guarantee that the full amount of leverage sought will be granted or that the full amount of leverage will be available for the entirety of the investment period of the Caltius Structured Capital Leveraged Funds. The Caltius Structured Capital Leveraged Funds and the Caltius Structured Capital Unlevered Funds generally invest side-by-side in investments made during their respective investment periods, pro rata based on the aggregate available capital, including consideration of SBA Leverage, subject to certain legal, regulatory, tax or similar considerations. In this regard, the SBIC Act limits the type and size of businesses in which an SBIC may invest, and, as a result, the Caltius Structured Capital Unlevered Funds have invested, and may in the future invest, in portfolio companies in which the Caltius Structured Capital Leveraged Funds have not, or in the future may not be, permitted to invest in. Further, the Caltius Structured Capital V Unlevered Funds were formed prior to the formation of the Caltius Structured Capital V SBIC Fund and therefore the Caltius Structured Capital V Unlevered Funds completed three portfolio company investments in which the Caltius Structured Capital V SBIC Fund did not participate.