Camber Partners Management LLC

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Camber Partners Management LLC
CRD #309328
SEC #801-134005
CIK #0001863019
AUM 378.8 M (2026-03-17)
Employees 13 (54% Investors, 0% Brokers)
Fees
Minimum
Phone415-275-0290
Address183 Madison Ave
New York, NY 10016
Source [IAPD] [EDGAR] [Website] [LinkedIn]
Total AUM ($M)
4003202401608002010201520212027
Fees and Compensation — Form ADV Part 2A (3/17/2026) [Brochure]
Item 5: Fees and Compensation

This discussion of fees charged by Camber in connection with the advisory services provided to
the Camber Funds is qualified in its entirety by the detailed information in each Camber Fund’s
Offering Materials. Potential investors should carefully review the respective Camber Fund’s
Offering Materials before making any investment decision.

Camber charges a fee for the investment advice and other services provided to each Camber Fund
(the “Management Fee”). Management Fees are non-refundable and are generally paid on a

quarterly basis in advance. The Management Fees are expected to be paid, except as otherwise
described in the relevant Offering Materials. If an advisory contract with any Camber Fund is
terminated during any period for which the Management Fee for that Camber Fund has been
prepaid, the portion of such Management Fee that covers the remaining portion of such period
would be refunded to the Camber Fund. Investors generally are not permitted to withdraw or
redeem interests in any Camber Fund.

Management Fees vary for each Camber Fund. Detailed information regarding the Management
Fees paid to Camber by each Camber Fund is in each Camber Fund’s Offering Materials.
Generally, Camber receives an annual Management Fee calculated as a percentage of the Camber
Fund’s aggregate investor commitments during the investment period, as defined in the Offering
Materials. For Camber Partners Fund I LP, Camber Partners Fund I-A LP and Camber Partners
Fund II LP after a specified period, the Management Fee charged by Camber is calculated as the
lesser of (A) a percentage per annum of an investor’s invested capital and (B) a percentage per
annum of an investor’s committed capital. Where Camber established an investment vehicle to
invest in a specific portfolio company, e.g. Camber Beamer LLC and Camber TaxCloud LLC,
Camber received a one-time management fee based on a percentage of committed capital for that
vehicle.

As is generally the case for private equity funds, the amount of Management Fees generally does
not correspond with fluctuations in the net asset value of individual investments or of a Camber
Fund, including following the relevant investment period, and will not be reduced in connection
with writedowns (whether temporary or permanent), except in the case of investments that have
been completely written off for U.S. federal income tax purposes (“Impaired Value Investments”).
Except where a Camber Fund’s Offering Materials expressly provide to the contrary, Management
Fees will not be reduced (in whole or in part) in the case of partial sales or dispositions,
distributions (e.g., those resulting from a dividend recapitalization) or reorganizations,
restructurings, roll-over investments, extraordinary dividends or similar transactions or in
circumstances where one or more other Camber Funds divest their respective investment(s) in the
relevant portfolio company, whether in whole or in part, in each case in circumstances that do not
result in the complete disposition of the relevant Camber Fund’s interest therein, and even in cases
where the value of the Camber Fund’s investment or the Camber Fund’s ownership percentage in
such investment has been reduced (including substantially reduced) as a result of such transaction.
Due to differences in the criteria set forth in their respective Offering Materials, in the event that
more than one Camber Fund participates in an investment, there is the possibility that an
investment will become an Impaired Value Investment for purposes of one Camber Fund’s
Offering Materials but not those of one or more other Camber Funds.

Investors who participate in a subsequent closing after the initial closing of a Camber Fund are
responsible for paying the Management Fee as of the date of the initial closing of such Camber
Fund, generally in addition to an interest component payable to Camber or an affiliate.
Management Fees can be negotiated with investors during the fundraising period of the applicable

Camber Fund and are not subject to negotiation thereafter. However, in most cases, Camber has
the discretion to waive fees with respect to a particular Camber Fund or a particular investor within
a Camber Fund.

In addition, and as discussed further in Item 6, subject to any reductions or waivers below,
investors in a Camber Fund generally bear a carried interest equal to 20% of the net profits, if any,
earned from each investment made by the Camber Fund.

Each Camber Fund will generally bear its own expenses. In addition to the Management Fee
discussed above, such expenses include, without limitation: (i) organizational and offering
expenses; (ii) expenses incurred in connection with investments and prospective investments, and
(iii) routine administrative expenses relating to the maintenance of the respective Camber Fund.
The Camber Funds do not generally incur brokerage costs or other fees related to trading as they
deal primarily in private transactions.

Camber is permitted to receive fees, commissions and other compensation from entities other than
the Camber Funds, provided however, that director’s fees, consulting fees, commitment fees,
break-up fees, transaction fees and success fees or other remuneration paid to Camber, or a GP
Related Person (as defined in the Camber Fund’s Offering Materials, including, for example, the
General Partners, Camber Principals, managers, directors, officers and employees and certain
Camber affiliates) for services rendered for, or for the benefit of, the Camber Funds or any portfolio
company will reduce the Management Fee by 100% of such amount. However, (A) fees paid to
Camber-affiliated service providers retained to provide operational value-add consulting services
that would otherwise be contracted for externally or handled through direct employment (a
“Camber Service Provider”), such as Camber Growth (discussed below) or (B) compensation or
...
Account Minimums and Types of Clients — Form ADV Part 2A (3/17/2026) [Brochure]
Item 7: Types of Clients
Camber provides advisory services to the Camber Funds, as described in Item 4. The Camber
Funds generally limit their respective investors to persons who are “accredited investors” as
defined in the Securities Act of 1933, as amended (the “Securities Act”), “qualified clients” as
defined in the Advisers Act and, in the case of those Camber Funds that rely on the 3(c)(7)
exemption from registration under the Investment Company Act of 1940, as amended (the
“Investment Company Act”), “qualified purchasers” or “knowledgeable employees” each as
defined in the Investment 16 Company Act. Investors in the Camber Funds must generally meet
certain suitability and net worth qualifications prior to making an investment in the Camber Funds.
The Camber Funds are not registered or required to be registered under the Investment Company
Act; are not made available to the general public; their securities are not registered or required to
be registered under the Securities Act; and Camber Fund interests are privately placed to qualified
investors in the United States and elsewhere. The Camber Funds typically require minimum capital
commitments from each investor as more fully detailed in the respective Camber Fund’s Offering
Materials, although a Camber Fund’s Offering Materials allow for exceptions under certain
circumstances, and Camber has the discretion to waive such minimum capital commitments,
subject to compliance with applicable law.

Investors in the Camber Funds primarily include individuals, trusts, funds of funds, insurance
companies, non-profits, pension plans, and endowments.

As also described in Item 5 and 6 above and Item 8 below, Camber offers co-investment
opportunities to certain investors when additional capital is necessary for a Camber Fund
investment, taking into account the applicable Camber Fund’s investment limitations, the size of
the investment opportunity, and the demand among potential co-investors. Subject to any
restrictions contained in the Offering Materials of the relevant Camber Fund or any side letter or
other terms negotiated with respect to such Camber Fund, investors generally do not have a right
to participate in any co-investment opportunity. Opportunities to invest in a portfolio company are
made available to select persons or entities, who may or may not be Camber Fund investors,
including, without limitation, members of Camber affiliates, certain employees, strategic
investors, lenders, deal sources (including finders and consultants), other sponsors (including other
private equity or venture capital firms), Camber Fund investors, service providers, third-party
professionals, other persons or entities affiliated, associated or otherwise known to Camber or its
personnel. Additionally, certain individuals may negotiate co-investment rights or co-investment
priority rights as a component of their compensation or other arrangements with the relevant
Camber Fund(s).
Type Form D Funds Date Sold AUM
PE Camber Partners Fund II LP [2025-03-13] 220.7 M
Filed 2024-07-02 (D) · Exemption 506(b), 3(c), 3(c)(1), 3(c)(7) · Remaining Indefinite · Duration One year or less · Revenue Decline to Disclose
PE Camber Beamer LLC [2024-03-29] 8.8 M
Filed 2023-07-19 (D) · Exemption 506(b), 3(c), 3(c)(1), 3(c)(7) · Remaining Indefinite · Duration One year or less · Net Assets Decline to Disclose
PE Camber Partners Fund I-A LP [2023-03-20] 69.3 M
Filed 2021-05-19 (D) · Exemption 506(b), 3(c), 3(c)(1), 3(c)(7) · Remaining Indefinite · Duration One year or less · Revenue Decline to Disclose
PE Camber Partners Fund I LP [2023-03-20] 45.1 M 71.5 M
Filed 2021-03-31 (D/A) · Exemption 506(b), 3(c), 3(c)(1), 3(c)(7) · Remaining Indefinite · Duration One year or less · Revenue Decline to Disclose
PE Camber Taxcloud LLC [2023-03-20] 0.8 M 8.5 M
Offered $1,424,812 · Filed 2025-02-04 (D) · Exemption 506(b) · Remaining $588,391 · Duration One year or less · Revenue Decline to Disclose
AUM Breakdown Accounts AUM ($M)
By Client Type
(a) Individuals (other than high net worth individuals) 0 0.0
(b) Individuals (high net worth individuals) 0 0.0
(c) Banking or thrift institutions 0 0.0
(d) Investment companies 0 0.0
(e) Business development companies 0 0.0
(f) Pooled investment vehicles 5 378.8
(g) Pension and profit sharing plans 0 0.0
(h) Charitable organizations 0 0.0
(i) State or municipal government entities 0 0.0
(j) Other investment advisers 0 0.0
(k) Insurance companies 0 0.0
(l) Sovereign wealth funds and foreign official institutions 0 0.0
(m) Corporations or other businesses not listed above 0 0.0
(n) Other 0 0.0
Total 5 378.8
By Discretionary
Discretionary 5 378.8
Non-Discretionary 0 0.0
Total 5 378.8
By Non-United States Persons
Non-United States Persons 0.0
United States Persons 378.8
Total 5 378.8
Form D Directors Role # Filings # Firms 2011 - 2026
Michael Irwin Executive Officer 16 3
Managing Member Camber Partners Management LLC Promoter 2 2
General Partner Camber Partners Fund I GP LLC Promoter 2 1
Manager Camber Partners Management LLC Promoter 1 1
Camber Partners Management LLC Promoter 1 1
General Partner Camber Partners Fund II GP LLC Promoter 1 1
EDGAR Form CIK 2011 - 2026
D [0001863019]
Firm Profile (Form ADV)
ServesInstitutional
Fund TypesPrivate Equity
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