The Advisers This Brochure provides an overview of each Adviser, including the affiliated General Partner of each private equity fund listed in the table on the following page, each of which is a separate and distinct company that may have differing investment capabilities and functions. EMG does business as The Energy & Minerals Group.
Adviser Name of Funds General Partner of Applicable Fund In
business
since
NGP MR Management, LLC (the “Fund I Adviser”)
• NGP Midstream & Resources, L.P. and NGP M&R Offshore Holdings, L.P. (collectively, “Fund I”)


• EMG Investment, LLC (the “EMG Plains Co-Investment Entity”)
• NGP MR, LP (“Fund I GP”)


• N/A 2007

2010

M&R Follow-On Fund Management, LP (the “Follow-On Fund Adviser”)
• Midstream & Resources Follow-On Fund, L.P., Liberty M&R SPV, L.P., and Liberty M&R SPV II, L.P. (collectively, the “Follow-On Fund”)


• Pallinghurst M&R SPV Cayman, LP (“Pallinghurst SPV”)
• M&R FOF GP, LP (“Follow-On Fund GP”)


• Pallinghurst M&R SPV Cayman GP, LLC (“Pallinghurst SPV GP”) 2009 and 2010

2009

EMG Fund II Management, LP (the “Fund II Adviser”)
• The Energy & Minerals Group Fund II, L.P., EMG Fund II Offshore, LP, EMG Fund II Offshore Holdings, LP, EMG Fund II Dutch Offshore, LP, and EMG Fund II Dutch Offshore Holdings, LP (collectively, “Fund II”)


• EMG Tallgrass Holdings Co-Investment, LP, EMG Tallgrass Holdings Offshore Co- Investment, LP, Tallgrass Holdings Co-Investment, LLC and Tallgrass Holdings, LLC (collectively, the “EMG Tallgrass Co-Investment Entities”)


• EMG Utica I Co-Investment, LP, EMG Utica I Offshore Co-Investment, LP, EMG Utica II Co-Investment, LP, EMG Utica II Offshore Co-Investment, LP, and EMG Utica, LLC (collectively, the “EMG MW Utica Co-Investment Entities”)


• EMG Fund II Ascent Co-Investment, LP, EMG Fund II Ascent Offshore Co- Investment, LP, and EMG Fund II Ascent Holdings, LLC (collectively, the “EMG Fund II Ascent Co-Investment Entities”)


• EMG Iron Ore Phase 2 Co-Investment, LP (“Iron Ore Phase 2 Co-Investment”)
• EMG Fund II GP, LP (“Fund II GP”)


• EMG Tallgrass Holdings Co-Investment GP, LLC (“Tallgrass GP”)


• EMG Utica Co-Investment GP, LLC (“MW Utica GP”)


• EMG Fund II Ascent Co-Investment GP, LLC (“Fund II Ascent GP”)


• EMG Iron Ore Phase 2 Co-Investment GP, LP (“Iron Ore Phase 2 GP”) 2011

2012

2013

2013

2015

EMG Fund III Management, LP (the “Fund III Adviser”)
• The Energy & Minerals Group Fund III, LP, EMG Fund III Offshore, LP, EMG Fund III Offshore Master LP, LP, and EMG Fund III Offshore Holdings, LP (collectively, “Fund III”)


• EMG Ascent 2016 Equity, LP, EMG Ascent 2016 Offshore Equity, LP, and EMG Ascent 2016 Equity Holdings, LLC (collectively, “EMG Ascent 2016 Entities”)
• EMG Fund III GP, LP (“Fund III GP”)


• EMG Ascent 2016 GP, LLC (“Ascent 2016 GP”) 2013

2016

EMG Fund III Co- Investment Management, LP (the “Fund III Co- Investment Adviser”)
• EMG White Star Co-Investment, LP, EMG White Star Offshore Co-Investment, LP, and EMG White Star Holdings, LLC (collectively, the “EMG White Star Co- Investment Entities”)


• EMG AENO Co-Investment, LP and EMG AENO Holdings, LLC (collectively, the “EMG AENO Co-Investment Entities”)


• EMG AE Permian Co-Investment, LP, EMG AE Permian Offshore Co-Investment, LP and EMG AE Permian Holdings, LLC (collectively, the “EMG AE Permian Co- Investment Entities”)
• EMG White Star Co-Investment GP, LLC (“White Star GP”)


• EMG AENO Co-Investment GP, LLC (“AENO GP”)


• EMG AE Permian Co-Investment GP, LLC (“AE Permian GP”)

2013
Adviser Name of Funds General Partner of Applicable Fund In
business
since

• EMG Traverse Co-Investment, LP, EMG Traverse Offshore Co-Investment, LP and EMG Traverse Holdings, LLC (collectively, the “EMG Traverse Co-Investment Entities”)


• EMG PRES Equity, LP, EMG PRES Offshore Equity, LP and EMG PRES Equity Holdings, LLC (collectively, the “EMG PRES Equity Entities”)


• EMG Ascent Secondary Fund, LP (“EMG Ascent Secondary Fund”)


• EMG Sable Secondary Fund, LP (“EMG Sable Secondary Fund”)


• EMG Traverse Co-Investment GP, LLC (“Traverse GP”)


• EMG PRES Equity GP, LLC (“PRES Equity GP”)


• EMG Ascent Secondary Fund GP, LLC (“Ascent Secondary GP”)


• EMG Sable Secondary Fund GP, LLC (“Sable Secondary GP”)

2015

2017

2017

2018 EMG Fund IV Management, LP (the “Fund IV Adviser”)
• The Energy & Minerals Group Fund IV, LP, EMG Fund IV Offshore, LP, and EMG Fund IV Offshore Holdings, LP (collectively, “Fund IV”)


• EMG Fund IV PAA Co-Investment, LP, EMG Fund IV PAA Offshore Co-Investment, LP, and EMG Fund IV PAA Holdings, LLC (collectively, the “EMG Fund IV PAA Co- Investment Entities”)


• EMG Coronado Strategic, LP (“Coronado Strategic”)


• EMG Fund IV Sable Co-Investment, LP and EMG Fund IV Sable Holdings, LLC (collectively, the “EMG Fund IV Sable Co-Investment Entities”)


• EMG Fund IV Spur Co-Investment, LP and EMG Fund IV Spur Holdings, LLC (collectively, the “EMG Fund IV Spur Co-Investment Entities”)
• EMG Fund IV GP, LP (“Fund IV GP”)


• EMG Fund IV PAA GP, LLC (“Fund IV PAA GP”)


• EMG Coronado Strategic GP, LLC (“Coronado Strategic GP”)


• EMG Fund IV Sable Co-Investment GP, LLC (“Fund IV Sable GP”)
• EMG Fund IV Spur Co-Investment GP, LLC (“Fund IV Spur GP”) 2015

2016

2018

2018

2019

EMG Fund V Management, LP (the “Fund V Adviser”)
• The Energy & Minerals Group Fund V, LP, EMG Fund V Offshore, LP, and EMG Fund V Offshore Holdings, LP (collectively, “Fund V”)


• The Energy & Minerals Group Fund V Accordion, LP, EMG Fund V Accordion Offshore, LP, and EMG Fund V Accordion Offshore Holdings, LP (collectively, the “Fund V Accordion”)


• EMG Iron Ore Phase 3 Aggregator, LP


• EMG Fund V Iron Ore Aggregator, LLC


• EMG Iron Ore Holdco, LP


• EMG Fund V Iron Ore Phase 3 Co-Investment, LP


• EMG Fund V GP, LP (“Fund V GP”)


• Fund V GP


• Fund V GP


• N/A


• EMG Fund V Co-Investment GP, LP


• EMG Fund V Iron Ore Phase 3 Co- Investment GP, LLC 2019

2019
Adviser Name of Funds General Partner of Applicable Fund In
business
since

• EMGVSC, LP
• EMG Fund V Spur Co-Investment, LP and EMG Fund V Spur Holdings, LLC (collectively, the “EMG Fund V Spur Co-Investment Entities”)


• EMG Iron Ore Phase 3 (Q4 19) Co-Investment, LP


• EMG Fund V Co-Investment GP, LP


• EMG Fund V Spur Co-Investment GP, LLC (“Fund V Spur GP”)


• EMG Iron Ore Phase 3 (Q4 19) Co- Investment GP, LLC

2019

Each of the Advisers provides or will provide investment advisory services to private equity fund clients, focusing on investments in the global natural resources industry. The Advisers are the investment advisers to the private funds listed above, all of which are sponsored by The Energy & Minerals Group and its affiliates (the “Firm”). The Firm was formed by John Raymond and John Calvert (the “Co-Founders”). Each Adviser has offices in both Houston, Texas and Dallas, Texas. The Fund I Adviser has entered into an investment management agreement with (i) Fund I and Fund I GP; and (ii) the EMG Plains Co-Investment Entity.

The Follow-On Fund Adviser has entered into an investment management agreement with (i) the Follow- On Fund and Follow-On Fund GP; and (ii) Pallinghurst SPV and Pallinghurst SPV GP.

The Fund II Adviser has entered into an investment management agreement with (i) Fund II and Fund II GP; (ii) the EMG Tallgrass Co-Investment Entities and Tallgrass GP; (iii) the EMG MW Utica Co- Investment Entities and MW Utica GP; (iv) the EMG Fund II Ascent Co-Investment Entities and Fund II Ascent GP; and (v) Iron Ore Phase 2 Co-Investment and Iron Ore Phase 2 GP.

The Fund III Adviser has entered into an investment management agreement with (i) Fund III and Fund III GP; and (ii) the EMG Ascent 2016 Entities and Ascent 2016 GP.

The Fund III Co-Investment Adviser has entered into an investment management agreement with (i) the EMG White Star Co-Investment Entities and White Star GP; (ii) the EMG AENO Co-Investment Entities and AENO GP; (iii) the EMG Permian Co-Investment Entities and AE Permian GP; (iv) the EMG Traverse Co-Investment Entities and Traverse GP; (v) the EMG PRES Equity Entities and PRES Equity GP; (vi) EMG Ascent Secondary Fund and Ascent Secondary GP; and (vii) EMG Sable Secondary Fund and Sable Secondary GP.

The Fund IV Adviser has entered into an investment management agreement with (i) Fund IV and Fund IV GP; (ii) the EMG Fund IV PAA Co-Investment Entities and Fund IV PAA GP; (iii) Coronado Strategic and Coronado Strategic GP; (iv) the EMG Fund IV Sable Co-Investment Entities and Fund IV Sable GP; and (v) the EMG Fund IV Spur Co-Investment Entities and Fund IV Spur GP.

The Fund V Adviser has entered into an investment management agreement with (i) Fund V, the Fund V Accordion, EMG Iron Ore Phase 3 Aggregator, LP, and Fund V GP; (ii) EMG Fund V Iron Ore Aggregator, LLC; (iii) EMG Iron Ore Holdco, LP, EMGVSC, LP, and EMG Fund V Co-Investment GP, LP; (iv) EMG Fund V Iron Ore Phase 3 Co-Investment, LP and EMG Fund V Iron Ore Phase 3 Co-Investment GP, LLC; (v) the EMG Fund V Spur Co-Investment Entities and Fund V Spur GP; and (vi) EMG Iron Ore Phase 3 (Q4 19) Co-Investment, LP and EMG Iron Ore Phase 3 (Q4 19) Co-Investment GP, LLC.

For purposes of this Brochure, Fund I, Fund II, Fund III, Fund IV, and Fund V are collectively referred to as the “Main Funds.” The Follow-On Fund, Pallinghurst SPV, the EMG Plains Co-Investment Entity, the EMG Tallgrass Co-Investment Entities, the EMG MW Utica Co-Investment Entities, the EMG Fund II Ascent Co-Investment Entities, Iron Ore Phase 2 Co-Investment, the EMG White Star Co-Investment Entities, the EMG AENO Co-Investment Entities, the EMG AE Permian Co-Investment Entities, the EMG Traverse Co-Investment Entities, the EMG Ascent 2016 Entities, the EMG PRES Equity Entities, EMG Ascent Secondary Fund, the EMG Fund IV PAA Co-Investment Entities, Coronado Strategic, EMG Sable Secondary Fund, the EMG Fund IV Sable Co-Investment Entities, the Fund V Accordion, EMG Iron Ore Phase 3 Aggregator, LP, EMG Fund V Iron Ore Aggregator, LLC, EMG Iron Ore Holdco, LP, EMGVSC, LP, EMG Fund V Iron Ore Phase 3 Co-Investment, LP, the EMG Fund IV Spur Co-Investment Entities, the EMG Fund V Spur Co-Investment Entities, and EMG Iron Ore Phase 3 (Q4 19) Co-Investment, LP are collectively referred to herein as the “Co-Invest Funds” and together with the Main Funds, as the “Funds.” Ownership The principal owners of the Fund I Adviser are the Co-Founders and NGP Energy Capital Management, LLC (“NGP”). The principal owners of the Follow-On Fund Adviser, the Fund II Adviser, the Fund III Adviser, the Fund III Co-Investment Adviser, the Fund IV Adviser, and the Fund V Adviser are the Co- Founders, Lee R. Raymond (the “Senior Partner”) and other EMG employees, with the majority ownership interest held by the Co-Founders and the Senior Partner.

Fund I GP is owned by the Co-Founders, other employees of EMG and by NGP or its affiliates, with the majority held by the Co-Founders and NGP. Follow-On Fund GP, Fund II GP, Fund III GP, Fund IV GP, Fund V GP, Iron Ore Phase 2 GP, White Star GP, AENO GP, AE Permian GP, Traverse GP, Ascent 2016 GP, Fund IV PAA GP, PRES Equity GP, MPLX GP, Ascent Secondary GP, Sable Secondary GP, Fund IV Sable GP, EMG Fund V Co-Investment GP, LP, and EMG Fund V Iron Ore Phase 3 Co-Investment GP, LLC are owned by the Co-Founders, the Senior Partner and/or other employees of EMG, with the majority ownership interest held by one or more of the Co-Founders. Tallgrass GP, MW Utica GP, Fund II Ascent GP, and Coronado Strategic GP, which have no economic interest in the applicable co-investment entities, but do have the right to manage the applicable co-investment entities, are wholly owned by John T. Raymond.

Additional information related to the ownership of the Advisers and the General Partners can be found on Schedules A, B, and R of EMG’s Form ADV Part 1.

Each of the Advisers advises only private funds and all of the Advisers are under common control. All of the Advisers’ employees and persons acting on their behalf are subject to common supervision and control. The Advisers operate under a single set of written policies and procedures, including a single code of ethics, and the Advisers’ policies and procedures are administered by a single chief compliance officer. Accordingly, the Advisers file an umbrella registration on a single Form ADV and each Adviser is identified on Schedule R of Form ADV.

The Main Funds In 2007, the Co-Founders established an affiliation with NGP, an energy-focused private equity firm, to assist in raising capital commitments for Fund I. As of November 16, 2007, Fund I’s final closing date, Fund I had $1.40 billion in capital commitments. The Fund I Adviser is the manager of Fund I. In 2009, the Co-Founders and NGP determined that NGP would no longer be involved in any EMG investment vehicle, other than the participation of David Albin, a managing partner of NGP, on the Investment Committee of Fund I. Neither NGP nor its affiliates have any other relationship with the Firm except for an economic interest in Fund I, the Fund I GP and the Fund I Adviser. NGP has an existence independent of the Firm and conducts its operations independently of the Firm. For purposes of this Brochure, references to the “Firm,” “EMG” and the “Advisers” do not include references to NGP or its affiliates and/or related persons.

In 2011, the Firm established Fund II, which has an investment strategy and focus substantially similar to Fund I. Fund II is managed by the Fund II Adviser. As of December 3, 2012, Fund II’s final closing date, Fund II had approximately $2.25 billion in capital commitments. In 2013, the Firm established Fund III as a new fund that would succeed to the investment strategy and focus of Fund I and Fund II. Fund III is managed by the Fund III Adviser. As of June 16, 2014, Fund III’s final closing date, Fund III had approximately $4.08 billion in capital commitments. In 2015, the Firm established Fund IV as a new fund that would succeed to the investment strategy and focus of Fund I, Fund II, and Fund III. Fund IV is managed by the Fund IV Adviser. As of June 6, 2017, Fund IV’s final closing date, Fund IV had approximately $2.38 billion in capital commitments. In 2019, the Firm established Fund V as a new fund that would succeed to the investment strategy and focus of Fund I, Fund II, Fund III, and Fund IV. Fund V is managed by the Fund V Adviser. Fund V held its first close on April 17, 2019. As of the date of this Brochure, Fund V had approximately $689 million in capital commitments. As of September 30, 2019, all of Fund I’s, Fund II’s, Fund III’s, and Fund IV’s capital was fully committed to the respective investments made by those Funds. As of September 30, 2019, all of the Co-Invest Funds’ capital is fully committed to their respective investments.

The General Partner of each Main Fund has established an investment committee (the “Investment Committee”) comprised of (i) for Fund I, the Co-Founders and David Albin, a managing partner of NGP, and (ii) for Fund II, Fund III, Fund IV, and Fund V, the Co-Founders and the Senior Partner. All investment decisions made by the Main Funds must be approved by unanimous agreement of the members of the respective Investment Committee. The Co-Invest Funds rely on the investment decisions made by the Fund I, Fund II, Fund III, Fund IV, or Fund V Investment Committee, as applicable, related to the applicable portfolio company.

Co-Invest Funds

Limited partners in the Main Funds have the right to co-invest in Fund portfolio companies that require additional capital beyond what the Main Fund(s) have agreed to provide if the General Partner decides to offer a co-investment. Generally, co-investment vehicles are only allocated investment opportunities if there are additional portfolio capital funding requirements for a particular investment opportunity. In certain circumstances, strategic investors that are not current limited partners in the Funds also may be offered a co-investment opportunity in a Fund’s portfolio company.

In 2009, the Firm established the Follow-On Fund and Pallinghurst SPV as vehicles through which co- investors invested in certain portfolio companies. The Follow-On Fund and Pallinghurst SPV are both managed by the Follow-On Fund Adviser. As of September 30, 2019, the Follow-On Fund and Pallinghurst SPV had called approximately $228 million of $245 million in capital commitments, collectively.

In 2010, the Firm established the EMG Plains Co-Investment Entity as a vehicle through which Fund I and co-investors invested in a specific portfolio company. The EMG Plains Co-Investment Entity is managed by the Fund I Adviser. As of September 30, 2019, the EMG Plains Co-Investment Entity had called all of approximately $827 million in capital commitments (including approximately $200 million called from Fund I).

In 2012, the Firm established the EMG Tallgrass Co-Investment Entities as a vehicle through which Fund II and co-investors invested in a specific portfolio company. The EMG Tallgrass Co-Investment Entities are managed by the Fund II Adviser. As of September 30, 2019, the EMG Tallgrass Co-Investment Entities had called approximately $387 million of $391 million in capital commitments (including approximately $250 million called from Fund II). In 2013, the Firm established the EMG MW Utica Co-Investment Entities as a vehicle through which Fund II and co-investors invested in a specific portfolio company. The EMG MW Utica Co-Investment Entities are managed by the Fund II Adviser. As of September 30, 2019, the EMG MW Utica Co-Investment Entities had called all of approximately $700 million in capital commitments (including approximately $350 million called from Fund II). In 2013, the Firm established the EMG Fund II Ascent Co-Investment Entities as a vehicle through which Fund II and co-investors invested in a specific portfolio company. The EMG Fund II Ascent Co-Investment Entities are managed by the Fund II Adviser. As of September 30, 2019, the EMG Fund II Ascent Co- Investment Entities had called all of approximately $895 in capital commitments (including approximately $338 million called from Fund II). In 2015, the Firm established Iron Ore Phase 2 Co-Investment as a vehicle through which a strategic investor invested in a specific portfolio company alongside Fund I and Fund II. Iron Ore Phase 2 Co- Investment is managed by the Fund II Adviser. As of September 30, 2019, Iron Ore Phase 2 Co-Investment had called all of approximately $38 million in capital commitments. In 2014, the Firm established the EMG White Star Co-Investment Entities as a vehicle through which Fund III and co-investors invested in a specific portfolio company. The EMG White Star Co-Investment Entities are managed by the Fund III Co-Investment Adviser. As of September 30, 2019, the EMG White Star Co- Investment Entities had called all of approximately $620 million in capital commitments (including approximately $407 million called from Fund III, which is managed by the Fund III Adviser).

In 2014, the Firm established the EMG AENO Co-Investment Entities as a vehicle through which Fund III and co-investors invested in a specific portfolio company. The EMG AENO Co-Investment Entities are managed by the Fund III Co-Investment Adviser. As of September 30, 2019, the EMG AENO Co- Investment Entities had called all of approximately $340 million in capital commitments (including approximately $241 million called from Fund III, which is managed by the Fund III Adviser).

In 2014, the Firm established the EMG AE Permian Co-Investment Entities as a vehicle through which Fund III and co-investors invested in a specific portfolio company. The EMG AE Permian Co-Investment Entities are managed by the Fund III Co-Investment Adviser. As of September 30, 2019, the EMG AE Permian Co-Investment Entities had called all of approximately $873 million in capital commitments (including approximately $549 million called from Fund III, which is managed by the Fund III Adviser).

In 2015, the Firm established the EMG Traverse Co-Investment Entities as a vehicle through which co- investors invested in a specific portfolio company. Fund III had already made an investment in the portfolio company through EMG Traverse Holdings, LLC. The EMG Traverse Co-Investment Entities are managed by the Fund III Co-Investment Adviser. As of September 30, 2019, the EMG Traverse Co-Investment Entities had called all of approximately $769 in capital commitments (including approximately $500 million called and committed from Fund III, which is managed by the Fund III Adviser).

In 2016, the Firm established the EMG Ascent 2016 Entities as a vehicle through which co-investors would invest in a specific portfolio company. The EMG Ascent 2016 Entities are managed by the Fund III Adviser. As of September 30, 2019, the EMG Ascent 2016 Entities had called all of approximately $702 million in capital commitments (including approximately $209 million called and committed from Fund III, which is managed by the Fund III Adviser, and $80 million called and committed from Fund II, which is managed by the Fund II Adviser).

In 2017, the Firm established the EMG PRES Equity Entities as a vehicle through which co-investors invested in a specific portfolio company. The EMG PRES Equity Entities are managed by the Fund III Co- Investment Adviser. As of September 30, 2019, the EMG PRES Equity Entities had called all of approximately $842 million in capital commitments (including approximately $343 million committed from Fund III, which is managed by the Fund III Adviser). In 2017, the Firm established EMG Ascent Secondary Fund as a vehicle through which investors with pre- emptive or take-up rights could participate in opportunities to acquire additional equity in a specific portfolio company through secondary purchases. EMG Ascent Secondary Fund is managed by the Fund III Co-Investment Adviser. As of September 30, 2019, EMG Ascent Secondary Fund had called all of approximately $10 million in capital commitments. In 2018, the Firm established EMG Sable Secondary Fund as a vehicle through which investors with pre- emptive or take-up rights could participate in opportunities to acquire additional equity in a specific portfolio company through secondary purchases. EMG Sable Secondary Fund is managed by the Fund III Co-Investment Adviser. As of September 30, 2019, EMG Sable Secondary Fund had called approximately $2 million of approximately $3 million in capital commitments. In 2016, the Firm established the EMG Fund IV PAA Co-Investment Entities as a vehicle through which Fund IV and co-investors invested in a specific portfolio company. The EMG Fund IV PAA Co-Investment Entities are managed by the Fund IV Adviser. As of September 30, 2019, the EMG Fund IV PAA Co- Investment Entities had called all of approximately $453 million in capital commitments (including approximately $300 million called from Fund IV, which is managed by the Fund IV Adviser).

In 2018, the Firm established Coronado Strategic as a vehicle through which investors invested in a specific portfolio company. Coronado Strategic is managed by the Fund IV Adviser. As of September 30, 2019, Coronado Strategic had called all of approximately $124 million in capital commitments.

In 2018, the Firm established the EMG Fund IV Sable Co-Investment Entities as a vehicle through which Fund IV and co-investors invested in a specific portfolio company. The EMG Fund IV Sable Co-Investment Entities are managed by the Fund IV Adviser. As of September 30, 2019, the EMG Fund IV Sable Co- Investment Entities had called all of approximately $345 million in capital commitments (including approximately $314 million from Fund IV, which is managed by the Fund IV Adviser).

In 2019, the Firm established the EMG Fund IV Spur Co-Investment Entities as a vehicle through which Fund IV and co-investors invested in a specific portfolio company. The EMG Fund IV Spur Co-Investment Entities are managed by the Fund IV Adviser. As of the date of this Brochure, the EMG Fund IV Spur Co- Investment Entities had called all of approximately $157 million in capital commitments (including approximately $148 million from Fund IV, which is managed by the Fund IV Adviser).

In 2019, the Firm established the Fund V Accordion as a co-investment vehicle through which investors will invest in specific portfolio companies. The Fund V Accordion is managed by the Fund V Adviser. The Fund V Accordion held its first close on April 17, 2019. As of the date of this Brochure, the Fund V Accordion had approximately $88 million in capital commitments.

In 2019, the Firm established EMG Fund V Iron Ore Phase 3 Co-Investment, LP, EMG Fund V Iron Ore Aggregator, LLC, EMG Iron Ore Phase 3 Aggregator, LP, and EMG Iron Ore Holdco, LP as a series of co- investment vehicles through which investors invested in a specific portfolio company. These four entities are managed by the Fund V Adviser. As of September 30, 2019, all of approximately $101 million in capital commitments to EMG Iron Ore Phase 3 Aggregator, LP had been called. Included in the $101 million of capital commitments is approximately $7 million from Fund IV (managed by the Fund IV Adviser), $36 million is from Fund V, $7 million is from the Fund V Accordion, and $8 million is from EMG Fund V Iron Ore Phase 3 Co-Investment, LP. Fund V, the Fund V Accordion, and EMG Fund V Iron Ore Phase 3 Co-Investment, LP are managed by the Fund V Adviser. In 2019, the Firm established EMGVSC, LP as a co-investment vehicle through which an investor will invest in specific portfolio companies. EMGVSC, LP is managed by the Fund V Adviser. As of the date of this Brochure, EMGVSC, LP had called approximately $27 million of approximately $101 million in capital commitments. In 2019, the Firm established the EMG Fund V Spur Co-Investment Entities as a vehicle through which Fund V, the Fund V Accordion, and co-investors invested in a specific portfolio company. The EMG Fund V Spur Co-Investment Entities are managed by the Fund V Adviser. As of the date of this Brochure, the EMG Fund V Spur Co-Investment Entities had called all of approximately $231 million in capital commitments (including approximately $205 million from Fund V and the Fund V Accordion, which are managed by the Fund V Adviser). In 2019 the Firm established EMG Iron Ore Phase 3 (Q4 19) Co-Investment, LP as a vehicle through which existing EMG Funds and co-investors invested in a specific portfolio company. EMG Iron Ore Phase 3 (Q4 19) Co-Investment, LP is managed by the Fund V Adviser. As of the date of this Brochure, EMG Iron Ore Phase 3 (Q4 19) Co-Investment, LP had called half of approximately $126 million in capital commitments (including approximately $23 million from Fund II, $9 million from Fund IV, and $12 million from Fund V, which are managed by the Fund II Adviser, Fund IV Adviser, and Fund V Adviser, respectively).

EMG expects to manage other co-investment vehicles formed in the future to invest in portfolio companies of a Main Fund, or future private equity funds formed by EMG.

Parallel Investment Entities

In addition to limited partners invested in the Main Funds, the General Partner of each of the Funds typically organize and/or manage one or more parallel investment entities (“Parallel Investment Entities”) to facilitate participation by certain investors, including EMG employees or affiliates, in investment opportunities to accommodate legal, tax, regulatory or other similar considerations of such investors. These Parallel Investment Entities generally invest side-by-side with the Main Funds in each investment proportionate to their respective committed capital.

Advisory Services

EMG tailors its advisory services to the specific investment objectives and restrictions set forth in the limited partnership agreements and other governing documents (collectively, the “Governing Documents”) of each Fund, not to the individualized needs of any particular investor in the Funds.

Pursuant to the investment guidelines and restrictions set forth in the Governing Documents of each Fund, EMG invests in the entire energy industry and all facets of the mining, minerals and metals industry, with a particular focus on non-substitutable, industrial commodities. EMG endeavors to optimize risk-adjusted returns by allocating capital through a natural resource portfolio diversified by geography, commodity and business function. Information about the Funds and the particular investment objectives, strategies, restrictions and risks associated with an investment are described in each Fund’s PPM and other Governing Documents, which are made available to investors only through each Adviser and its authorized agents. See Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss and Item 16 – Investment Discretion.

The Main Funds’ typical investment in a target company ranges from $150 million to $600 million, and Co-Invest Funds are not bound by the investment limitations of the Main Funds. The Main Funds primarily invest in equity of private companies, although they may invest in securities of public companies, including listed and unlisted securities, subject to any limits set forth in the Fund’s Governing Documents. Each Main Fund may also hold public company investments as a result of an initial public offering of a portfolio company’s securities or following the sale of a portfolio company to a public company in exchange for publicly-traded securities in the acquiring company. Following an investment in a portfolio company, the Co-Founders and EMG employees often serve on the portfolio company’s board of directors, or otherwise act to influence the management of the companies until the applicable Fund exits the investment. EMG’s senior investment professionals have spent their entire careers in the natural resources industry and most have significant experience as operators. Each of EMG’s senior investment professionals also has experience investing in and/or operating natural resources assets in jurisdictions worldwide. The Funds are offered exclusively to individuals who qualify as “accredited investors” under Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and “qualified purchasers” as defined under Section 2(a)(51) of the Investment Company Act of 1940, as amended (“Investment Company Act”), and are therefore not required to register as investment companies with the SEC in accordance with the exemption set forth in Section 3(c)(7) of the Investment Company Act. Subject to the investment guidelines and restrictions in the Governing Documents for the Funds, EMG has broad discretion to make investment decisions for the Funds. Investment in the Funds involves significant risks and should be regarded as long-term in nature, forming only one portion of an investor’s diversified investment portfolio.

EMG provides investment management services exclusively to the Funds. Outside of such services to the Funds, EMG offers no other advisory services. EMG does not perform any type of financial planning, quantitative analysis, tax planning or market timing services. It also does not participate in wrap fee programs.

As of September 30, 2019, and including commitments received subsequent to that date, EMG had approximately $13 billion of regulatory assets under management in respect of which EMG or an affiliate of EMG has full investment discretion (subject to each Fund’s established investment guidelines). EMG does not manage any client assets on a non-discretionary basis.

Compliance Oversight

The Chief Compliance Officer of EMG has full responsibility to develop and enforce all compliance policies and procedures. The Chief Compliance Officer is assisted in these matters by EMG’s General Counsel, Assistant General Counsel, Chief Financial Officer, a third-party compliance expert, and outside counsel. These individuals, with the exception of outside counsel, meet on at least a monthly basis to address compliance matters that may impact EMG, including those delegated to the Chief Compliance Officer under EMG’s compliance policies and procedures manual (the “Compliance Manual”). The Chief Compliance Officer endeavors to ensure that compliance resources are adequate relative to the compliance risk profile for EMG, given the Firm’s business and operations. The Chief Compliance Officer also evaluates the results of the annual review of the Firm’s compliance program, implements appropriate amendments to that program and reports the results to the Co-Founders. please register to get more info

Management Fees EMG charges an annual fee (the “management fee”) as described in each Main Fund’s Governing Documents. Investors in certain Fund I and Fund II Co-Investments are not subject to any management fees, while investors in Fund III, Fund IV and future Fund Co-Investments generally may be subject to management fees, to the extent that the amount of such investor’s commitment to or invested capital in Co- Investments exceeds such investor’s commitment to the corresponding Main Fund, or as otherwise outlined in applicable Fund governing documents. The Fund IV GP and its affiliates are not subject to management fees. The Fund V GP and its affiliates are not subject to management fees.

The timing of fee payments will be set forth in the relevant Fund’s Governing Documents. Generally, management fees are payable by the Funds quarterly in advance. Subject to the specific provisions set forth in the applicable Governing Documents, the annual management fee generally ranges from 0.75-2% of each investor’s commitment or funded investment in the relevant Fund. Typically, annual management fees initially are derived from capital commitments assigned to the investors in the Funds and subsequently “step down” to be calculated on the net invested capital of the applicable Fund when the Fund’s active investment period is over. In accordance with the Governing Documents of each Fund, if an investment management agreement is terminated, the applicable Adviser will repay to the applicable Fund the unearned portion (computed on the basis of the number of days elapsed), if any, of any fees previously paid to the Adviser. Investors and prospective investors in the Funds should refer to the Governing Documents of each Fund for a detailed description of fees.

Similar advisory services may be available from other investment advisers for higher, similar or lower fees.

At least quarterly, EMG issues capital calls to satisfy any investment requirements, Fund-related reimbursable expenses or management fees owed to EMG. The General Partner of a Fund issues capital calls to investors for their pro rata share of the relevant Fund’s expenses (including management fees) upon not less than ten business days’ notice.

Performance Fees

Subject to the specific provisions contained in each Main Fund’s Governing Documents, in addition to the payment of an ongoing annual management fee, the Main Funds (and indirectly the investors in such Funds) are required to pay to the applicable General Partner a performance fee in the form of a carried interest (if it has been earned) with respect to distributions to be made to investors in the applicable Main Fund. Investors in Fund I and Fund II Co-Investments generally are not subject to carried interest, while investors in Fund III, Fund IV and future Fund Co-investments may be subject to carried interest, to the extent that the amount of such investor’s commitment to or invested capital in Co- Investments exceeds the investor’s commitment to the corresponding Main Fund, or as otherwise outlined in applicable Fund governing documents. Investors and prospective investors should refer to the Governing Documents of each Fund for a detailed description of the fee and distribution provisions. The Fund IV GP and its affiliates are not subject to performance fees. The Fund V GP and its affiliates are not subject to performance fees. For additional details about such performance-based compensation, please refer to Item 6 – Performance- Based Fees and Side-by-Side Management. Portfolio Company Fees The General Partner of each Fund may receive certain fees in connection with the Fund’s investments in portfolio companies, including directors’ fees, financing fees and advisory fees. Each General Partner of a Fund will apply 100% of such fees to reduce the management fee. The General Partners of the Funds do not retain any portion of such fees. In limited circumstances, an individual may receive director fees when such individual’s position as a director precedes a Fund’s investment in such company. It is possible that the General Partner of a Fund may receive accelerated fees in accordance with the relevant agreement between the General Partner or affiliate and the portfolio company. In the event accelerated fees were received, 100% of such fees would be applied to reduce the management fee. No accelerated fees have been received as of the date of this Brochure.

Administrative Fees

EMG OpCo provides and may in the future provide accounting services to one or more portfolio companies (or an entity within the ownership structure of a portfolio company), including preparation of audited financial statements and tax filings. EMG has determined that its in-house accounting personnel can provide such services more efficiently, accurately, and at a lower cost than the portfolio company entity could obtain from a third-party service provider. Such portfolio company entity pays EMG OpCo a flat cost intended to reimburse EMG for the expense incurred in providing such services. However, the amount paid to EMG OpCo could potentially exceed actual expenses incurred and thus may result in additional revenue to EMG.

Other Fees and Expenses

EMG OpCo or an Adviser initially pays for certain expenses that are attributable to and reimbursable by one or multiple Funds. When allocating expenses to multiple Funds, it is EMG’s intent for any limited partner that has benefited from the respective service or product to bear its share of the cost based on the benefit received. Therefore, each Fund benefiting from the service or product is allocated its pro rata share of the cost based on total commitments of each Fund or an otherwise appropriate allocation methodology depending on the type of expense incurred.

The Adviser of each Fund is liable for its normal operating overhead and administrative expenses, including salaries, bonuses and benefits, office facilities, back office support and accounting for the benefit of the Adviser, management/finance functions, marketing, non-Fund related travel and other management-related costs. Each Fund is responsible for all Organization Costs (up to a certain amount), Operating Costs and Investment Expenses, as those terms are defined in the relevant Fund’s Governing Documents. Accordingly, investors in each Fund will reimburse its General Partner for these expenses (other than the aforementioned administrative and overhead expenses) attributable to the Fund’s activities. As discussed in Item 10 below, one of EMG’s Managing Directors has changed roles and in addition to continuing to provide consulting services to EMG on midstream projects, now serves as CEO of a newly formed portfolio company in which Fund V has invested. Accordingly, the individual’s salary is now paid by the portfolio company. This individual also continues to serve as a Senior Adviser to EMG via an exclusive consulting arrangement. Consulting fees for such individual are paid by EMG OpCo and borne by the Advisers. Organizational Costs include all out-of-pocket fees, costs and expenses associated with the formation of the Fund and the General Partner and the offering and sale of limited partnership interests, including legal, accounting, mailing and courier fees and expenses, filing fees, travel fees (which includes commercial or private, business and first class travel expenses) and expenses, and other start-up costs, but generally not including placement fees, unless otherwise specified in the Fund’s Governing Documents. Pursuant to each Fund’s governing agreements, placement fees may be paid by the Fund and offset against management fees. The Fund IV GP and its affiliates are not required to bear any placement fees incurred by the Fund. Operating Costs include (a) the costs and expenses attributable to the preparation of the Fund’s financial statements and the reports and other information, tax returns and Schedule K-1, printing expenses, mailing and courier expenses, as well as any costs and expenses attributable to developing, licensing, implementing, maintaining or upgrading any web portal, extranet tools, computer software or other administrative or reporting tools (including subscription-based services) for the benefit of the Fund or the Limited Partners, (b) costs and expenses of establishing and maintaining bank or custodial accounts, (c) insurance costs and expenses relating to protection against liability for loss and damage which may be occasioned by the activities to be engaged in by the Fund, (d) fees, costs and expenses incurred in connection with investigating, diligencing, negotiating, bidding on, structuring, organizing, acquiring, holding, financing and re-financing, selling, exchanging and/or otherwise disposing of investments (whether or not the acquisition or disposition of such investments is consummated, or whether any such activities are successful), including travel costs (which includes commercial flights and private chartered flights), (e) costs and expenses attributable to any indebtedness incurred, or guarantees made, by the Fund, (f) costs and expenses attributable to the Fund’s indemnification obligations under a Fund’s partnership agreement; (g) costs and expenses attributable to meetings of the Advisory Board and of the partners, (h) costs and expenses of attorneys, accountants, auditors, fund administrators (including any third-party administrator), investment bankers, consultants (including technical consultants), brokers, public relations firms or other service providers relating to Fund matters; (i) costs and expenses (including legal fees and expenses) incurred to comply with any law or regulation, and to any filings, related to the activities of the Fund or the General Partner (excluding, for the avoidance of doubt, any compliance-related costs related solely to the Fund Manager), (j) taxes and other governmental charges or levies that may be incurred or payable by the Fund, and any costs and expenses incurred in connection with any tax audit, investigation or settlement, (k) costs and expenses incurred in connection with being a signatory of the United Nations Principles of Responsible Investment, (l) costs and expenses attributable to any actual, threatened or otherwise anticipated litigation, mediation, arbitration or other dispute resolution process, the costs and expenses of any discovery related thereto and any judgment, other award or settlement entered into in connection therewith and (m) any other costs or expenses approved by the Advisory Board.

Investment Expenses include all third-party fees, costs and expenses incurred in connection with investigating, negotiating, acquiring, holding, selling or exchanging of investments, including fees and expenses of lawyers, accountants, consultants, third-party technical consultants, brokerage or finder’s fees and investment banker’s fees, (including closing and underwriting expenses).

Additionally, portfolio companies generally are responsible for expenses incurred in conjunction with due diligence investigations, negotiation of documentation or travel to meetings, in each case related to an investment in such portfolio company. Portfolio companies pay the Funds directly or reimburse the Advisers or their affiliates for expenses initially incurred by the Funds or Advisers, as applicable.

To the extent not otherwise recovered from a portfolio company, the Funds generally are responsible for some or all of the expenses associated with making an investment in a portfolio company such as legal and due diligence costs.

As noted in Item 10 below, EMG, its affiliates and the Funds’ portfolio companies have and may in the future enter into consulting arrangements for the purpose of obtaining certain administrative and advisory services for the Adviser, the Funds or their portfolio companies with entities owned or controlled by EMG Co-Founders as well as third parties with which EMG Co-Founders have a pre-existing business relationship. It should be noted that the Funds or portfolio companies have paid and may in the future pay or reimburse consulting fees paid pursuant to such consulting arrangements. The Funds and portfolio companies generally pay or reimburse the Advisers or their affiliates for all Fund- related travel, which includes commercial, business and first-class travel expenses and also frequently includes private travel expense, as well as meals and entertainment expenses of EMG personnel, portfolio company management teams, consultants and/or others who participate in business activities related to the EMG Funds or portfolio companies. It should be recognized that portfolio companies may have standard indemnification obligations relating to any legal or other proceedings brought against any officers, directors and other parties involved with a particular portfolio company (each, an “Indemnitee”) alleging improper conduct by the Indemnitee in connection with his or her actions for or on behalf of the portfolio company. Such indemnification provisions may include an obligation by the portfolio company to pay or reimburse the Indemnitee for its legal and related expenses in advance of a final decision in such proceedings. However, if that decision finds that the Indemnitee did not meet certain standards of conduct then the Indemnitee would be required to repay such amounts.

If EMG’s management services terminate prior to the end of the relevant payment period due to dissolution of the Funds, the General Partner of the applicable Fund will, in accordance with its Governing Documents, make a final determination of all items of income, gain, loss and expense. After payment or provision for payment of all liabilities and obligations of a Fund, the remaining assets, if any, will, in accordance with the partnership agreement, be distributed to Fund investors.

Investors in the Funds should refer to each Fund’s Governing Documents for a detailed understanding of how EMG is compensated. If investors in the Funds negotiate side letters that provide for lower fees or expenses than those paid by other investors, EMG or an affiliate, rather than other investors, will be responsible for the difference in any such expenses.

Co-Invest Fund Expenses

Co-Invest Funds are responsible for their own fees, organizational costs, operating costs and proportionate share of investment expenses related to the relevant portfolio company. The Adviser of each Co-Invest Fund is reimbursed by such Co-Invest Fund for a) legal, consulting and accounting expenses, expenses associated with the preparation of the Fund’s financial statements, tax returns and K-1 forms; b) fees incurred in connection with the maintenance of bank or custodian accounts; c) insurance costs and expenses relating to protection against liability for loss and damage; and d) a flat charge intended to pay a portion of the salaries of employees who manage the Co-Invest Fund’s investment(s). This flat charge is not charged to all Co-Invest Funds and in no circumstances does the charge exceed $500,000 annually for the Domestic and Offshore Co-Invest Fund combined. The flat charge is based on each Co-Invest Fund’s governing documents and is agreed upon by all partners at the time of each entity’s formation. Co-Invest Funds do not pay expenses related to any potential or proposed transactions that are not consummated (i.e. dead deal expenses). please register to get more info

As mentioned in Item 5 – Fees and Compensation, the General Partner of each Main Fund, generally is eligible to receive performance-based compensation and the General Partner of each Co-Invest Fund may be eligible to receive performance-based compensation, sometimes referred to as “carried interest.” The carried interest is effectively equivalent to a percentage of a Fund’s net profits, subject to certain terms and conditions set forth in the Governing Documents of the applicable Fund. Any performance-based compensation will be paid in accordance with Section 205(3) of the Advisers Act and the rules promulgated thereunder, which specify certain qualification thresholds for investors in EMG being assessed such a fee. As noted, all of EMG’s investors meet such qualifications since EMG relies on the exception to being an Investment Company found in 3(c)(7) of the Investment Company Act and all of its investors are Qualified Purchasers. Any share of Fund net profits paid to the General Partner is separate and distinct from any annual management fee charged by EMG to the Funds.

Investors in Co-Invest Funds are typically subject to a lower carried interest allocation than investors in the Main Funds and some investors in co-investment vehicles are not subject to any carried interest allocations. Given the investment activities of the co-investment vehicles are implemented indirectly through the Main Fund investing alongside of it, EMG does not view these arrangements as giving rise to the types of conflicts of interests described below. EMG recognizes that it is a fiduciary and as such must act in the best interests of the Funds and their investors, as applicable. Further, EMG recognizes that it must treat all Funds (and their respective investors) fairly and must refrain from favoring one client’s interests over another’s.

Mitigating Conflicts of Interest Associated with Carried Interest A carried interest in the Funds may create a potential incentive for the Adviser and the General Partner of each Fund to make more speculative investments for the Funds than they would otherwise make in the absence of such performance-based compensation. For instance, a carried interest generally entitles the General Partner of each Fund to a percentage of net profits of the Fund, subject to certain terms and conditions set forth in the Governing Documents of each Fund; however, the General Partner does not have to bear the same proportion of the net losses, if any, suffered by the particular Fund. EMG mitigates conflicts of interest associated with a carried interest through: (i) the requirement that invested capital, a preferred return and expenses (including management fees) be returned to investors before the General Partners are entitled to receive any carried interest; (ii) the requirement that each General Partner have a capital commitment to the applicable Fund of generally no less than 2% of investor commitments; and (iii) the clawback obligation of each General Partner upon dissolution of the applicable Fund.

Additionally, in allocating investment opportunities, there could be potential incentives to favor a Fund with higher potential performance fees or carried interest allocations over Funds with lower potential performance fees or carried interest allocations. Subject to the Governing Documents for the relevant Fund, generally neither the General Partner nor any affiliate of the General Partner of a Fund may sponsor or close the formation of a new energy and minerals private equity fund managed by the Firm to make investments similar in size and scope as the Fund’s, other than Parallel Investment Entities or any permitted alternative investment structures, or any investment vehicle formed to make permitted co-investments in portfolio companies, until a specific percentage threshold of the aggregate capital commitments of the relevant Fund have been invested, reserved, committed to be invested or reserved for future fees and expenses of the Fund partnership, as set forth in the Governing Documents of the relevant Fund. Typically, the percentage threshold is 75% of aggregate capital commitments. In the event that more than one Fund is actively seeking investment, EMG generally will allocate investment opportunities among the Funds, subject to any limitation in the Governing Documents, to the extent that prospective portfolio companies meet more than one Fund’s investment guidelines. Allocations will be based on available capital, and each Fund will participate on substantially similar terms and share proportionately in transaction costs. Generally, co-investment vehicles are only allocated investment opportunities if there are additional portfolio capital funding requirements for a particular investment opportunity or as necessary for EMG to fulfill covenants it has made to give investors preemptive or take- up rights. Investment allocations of a Main Fund must be approved by the Investment Committee(s) of the applicable Main Fund. See Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading – Inconsistent Investment Positions. EMG is focused on managing conflicts of interest and monitoring the allocation of investment opportunities in these contexts and endeavors to resolve any conflict with respect to investment opportunities in a manner that it deems equitable under the facts and circumstances, consistent with its fiduciary duties. As appropriate, EMG will work closely with the relevant Advisory Board(s) to ensure that all potential conflicts are properly managed. The role of an Advisory Board is further described in Item 13 – Review of Accounts. Investors should refer to the specific provisions of the Governing Documents of the applicable Fund for more detailed discussion regarding the allocation of investment opportunities among the Funds. See also Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading – Allocation of Investment Opportunities.

Pallinghurst Fees Certain EMG affiliates have the right to earn a share of certain annual management fees and carried interest related to co-investment vehicles formed to facilitate investment in Pallinghurst Resources Limited, a global natural resources investment vehicle and a portfolio company of certain of the Funds, and its affiliates (“Pallinghurst”). Pallinghurst is managed by an entity that is not affiliated with, and functions independently of, the Firm. The Firm has the right to appoint a member to one of Pallinghurst’s investment committees; however, EMG does not currently exercise such right and therefore, does not have a representative on the committee. The annual management fees and carried interest received from certain of the Pallinghurst investment vehicles may create a potential incentive for EMG to manage the Funds’ investments in Pallinghurst in a way that would increase EMG’s management fees and carried interest. This risk is mitigated because Fund I, Fund II, Fund III, Fund IV and the Co-Invest Funds are fully committed and no new commitments or investments are expected to be made in Pallinghurst by Fund V. EMG will continue to manage the Funds’ investments consistent with its fiduciary duties and not based on anticipated compensation or profits to EMG or its affiliates. please register to get more info

As noted in Item 4 – Advisory Business, EMG provides discretionary investment advisory services to the Funds, which are pooled investment vehicles operating as private investment funds exempt from registration under the Investment Company Act. Each investor in the Fund must meet the eligibility provisions outlined in Item 4 above. Investments in the Funds may be subject to a minimum initial investment amount per investor, subject to increase, decrease or waiver at the discretion of EMG and the General Partner of each Fund. please register to get more info

RISK OF LOSS
Strategies
EMG pursues investments across the global natural resources industry on behalf of the Funds, primarily in the energy industry and all facets of the mining, minerals and metals industry, with a particular focus on non-substitutable, industrial commodities. To generate what EMG believes are the most attractive risk-adjusted returns across the natural resources industry, EMG utilizes an investment strategy diversified by geography, commodity and business function. With its global network of relationships and capability to pursue opportunities in multiple jurisdictions, EMG has executed transactions in the United States, Canada, United Kingdom, South Africa and Australia.

In addition, EMG has experience across the entire energy industry. Unlike most energy-related private equity firms, EMG is not solely focused on one sub-sector of the industry in one region (e.g. North American upstream oil and gas) and therefore it can allocate capital to what EMG believes are the most attractive risk-adjusted opportunities globally across the entire natural resources industry.

To execute on EMG’s broad investment mandate, EMG has a consistent investment thesis and approach. Specifically, EMG seeks to identify investments that reflect each of the following three key tenets:

1. Low cost sources of supply and/or production - EMG believes businesses with low cost sources of supply and/or production, either direct or underlying, will be able to compete effectively on a through-cycle basis in the global natural resources industry. 2. High quality commodity based products - EMG targets companies with high quality commodity based products in order to maximize margins and achieve superior profitability. 3. Strategic proximal locations - EMG seeks to ensure that its portfolio companies are strategically located near their direct end user(s) or key export points in order to have the ability to deliver the respective products to market on a cost competitive basis.
Material Investment Risks
Investment in the Funds entails a significant degree of risk and should be undertaken only by investors capable of evaluating the risks of the Funds and bearing the risks it represents.

EMG’s investment activities involve a high degree of risk with no certainty of any return of capital contributed. There can be no assurance that the Funds will meet their investment objectives or successfully carry out their investment programs. The following summary of material risks attendant to an investment in the Funds is not a complete list of all investment and operating risks associated with such investment, a more detailed discussion of which is set forth in each Fund’s PPM. The risk sets below are categorized according to: (i) adviser selection risks; (ii) portfolio strategy risks; (iii) private equity risks; (iv) general investment risks; and (v) operations risks. The Funds and investors in the Funds should be prepared to bear losses in both principal invested and unrealized capital gains. Adviser Selection Risks Limited Partners Have No Control In the Management of the Funds. Limited partners have no right or power to take part in the management of the Funds and have only limited rights to remove the General Partner or the Adviser. Accordingly, an investor should not purchase limited partnership interests in a Fund unless such investor is willing to entrust all aspects of the management of the Fund to the General Partner and the Adviser. The Loss of Key Personnel May Materially and Adversely Affect the Funds’ Performance. The success of the Funds is highly dependent on the financial and managerial expertise of the Co-Founders. However, there can be no assurance that such individuals will continue to be associated with the respective General Partner and the Adviser or their affiliates throughout the life of each Fund and, accordingly, the loss of one or both of the Co-Founders may materially and adversely affect the Funds’ performance.

Portfolio Strategy Risks The Funds’ Investments May Not Be In the Best Interests of Some Limited Partners. Each Fund has a diverse range of limited partners that may have conflicting interests that, in turn, stem from differences, among others, in investment preferences, domicile, tax status and regulatory status. The Investment Committee of each Fund will attempt to consider the objectives of the Fund as a whole when making decisions with respect to the selection, structuring and sale of portfolio investments, but it is inevitable that such decisions may be more beneficial for some limited partners over others. The Funds May Not Achieve Results Similar to Past Performance. There can be no assurance that each Fund’s returns will approach the individual or collective performance of the Funds offered by EMG that was achieved in prior periods or that was experienced by the investors in other businesses or transactions managed or initiated by any of the Co-Founders. The loss of all or a portion of the amount invested in each Fund’s investments is possible.

The Funds’ Investments Are Subject to Certain Industry Risks and Lack Diversification. Each Fund focuses on private equity investments in the global natural resources industry, which generally includes the energy industry and all facets of the mining, minerals and metals industry, with a particular focus on non-substitutable, industrial commodities. These types of investments may be subject to a variety of factors that may adversely affect their business or operations, including, without limitation, general economic conditions, catastrophic accidents, rising interests costs, cost overruns in capital construction programs, excessive leverage, costs associated with environmental and other regulations, surplus capacity, increased competition from other industry participants and the effects of energy conservation, tax and other fiscal policies. In addition, a relatively high percentage of each Fund’s total capital may be invested in a single company or its affiliates or in a single geographic area through different portfolio companies. As a consequence, if any large position has a material loss or the industry generally experiences a material decline, then returns to investors may be lower than if the Funds had invested in a more diversified portfolio. Private Equity Risks Limited Partners’ Interests in the Funds Have Limited Transferability. Limited partners may not sell, assign or transfer their interests (other than to an affiliate, subject to the requirements set forth in the Governing Documents of the applicable Fund) without the prior written consent of the General Partner of the applicable Fund, which consent is subject to staying within a safe harbor so that the Funds will not risk being deemed “publicly traded partnerships.” The Funds Invest in Illiquid Securities with a Limited Secondary Market. The Funds are closed-ended. Most investments made by a Fund initially will not have a readily available public market. In addition, the transferability of certain investments may be restricted under the terms of the underlying portfolio companies’ governing documents. General Investment Risks The Funds May Invest in Foreign Investments, Which Have Increased Risks. Each Fund may make investments in companies domiciled in Canada, Australia, South Africa and in other countries outside of the United States, subject to the terms of the Governing Documents of the relevant Fund. Investments in securities of non-U.S. companies entail risks in addition to the risks of investment in U.S. companies. These risks include, but are not limited to, currency risks, different disclosure requirements and different regulatory environments in the respective countries. These risks would be magnified in any emerging market that a Fund may choose to invest in.

Economic and Market Conditions. The success of each Fund’s activities will be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, and changes in laws, trade barriers, currency exchange controls and national and international political conditions. These factors may affect the level and volatility of securities prices and the liquidity of a Fund’s assets. Volatility or illiquidity could impair a Fund’s profitability or result in losses. Regulatory Risks. Each Fund relies on various exemptions from federal and state statutes and rules, such as the U.S. Employee Retirement Income Security Act of 1974, as amended, the Investment Company Act, the Securities Act and the Commodities Exchange Act, to operate without having to register under such statutes and rules. Loss of any such exemption, or a change in these or any other rules and regulations, such as those promulgated under the Advisers Act and the U.S. Internal Revenue Code, could impact a Fund’s ability to continue to operate as it currently does.

Additionally, each Adviser is subject to regulation under the Advisers Act. The SEC has intensified its focus on private fund advisers and periodically examines advisers to assess their compliance with Advisers Act requirements. Any examination findings of the SEC staff may impose new costs or require changes in EMG’s current or planned business operations. The Advisers’ failure to comply with the Advisers Act or other regulatory requirements could lead to, among other remedies, administrative enforcement actions and legal proceedings.

Tax Considerations. An investment in the Funds may involve complex U.S. or international income tax considerations that will differ for each investor. Under certain circumstances, investors could be required to recognize taxable income in a taxable year, even if the applicable Fund either has no net profits in such year or has an amount of net profits in such year that is less than such amount of taxable income.

Conflicts of Interest. Fund investments are subject to various conflicts of interest, including those between co-investors in specific projects, between various investors in each Fund, and between EMG and each Fund. Certain of these conflicts are more fully discussed in Item 10 – Other Financial and Industry Activities and Affiliations, under Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading, and in each Fund’s Governing Documents. Widely Fluctuating Commodity Prices May Affect Each Fund’s Investments. Significant changes in commodity prices may impact many of the companies in which a Fund invests given their focus on the global natural resources industry. Such changes may reduce these companies’ revenues, operating income and cash flow, adversely affecting their ability to meet their growth and capital spending objectives. EMG cannot predict future commodity price movements and prices often vary significantly. Operations Risk Cybersecurity Risk. EMG, the Funds and its respective affiliates and service providers depend on information technology systems and, notwithstanding the diligence that EMG or its affiliates may perform on service providers, it may not be in a position to verify the risks or reliability of such information technology systems. EMG, the Funds and its respective affiliates and service providers are subject to risks associated with a breach in cybersecurity. “Cybersecurity” is a generic term used to describe the technology, processes and practices designed to protect networks, systems, computers, programs and data from both intentional cyber-attacks and hacking by other computer users as well as unintentional damage or interruption that, in either case, can result in damage and disruption to hardware and software systems, loss or corruption of data, and/or misappropriation of confidential information. EMG, its affiliates and its information and technology systems are vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Although EMG has implemented various measures to manage risks relating to these types of events, if these systems are compromised, become inoperable for extended periods of time or cease to function properly, EMG or an affiliate may have to make a significant investment to fix or replace them. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in EMG’s, a Fund’s or any of EMG’s respective affiliates’ operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to investors (and the beneficial owners of investors). Such a failure could harm EMG’s or its affiliates’ reputation, subject any such entity and their respective affiliates to legal claims and otherwise affect its business and financial performance. Such damage or interruptions to information technology systems may cause losses to the Funds or individual investors by interfering with the operations of EMG and its affiliates (or service providers). The Funds may also incur substantial costs as the result of a cybersecurity breach, including those associated with forensic analysis of the origin and scope of the breach, increased and upgraded cybersecurity, identity theft, unauthorized use of proprietary information, litigation, adverse investor reaction, the dissemination of confidential and proprietary information and reputational damage. Any such breach could expose EMG, the Funds, and EMG’s respective affiliates to civil, legal or regulatory liability as well as regulatory inquiry and/or action, and the Funds may be required to indemnify EMG and its affiliates against any losses incurred in connection therewith. Cybersecurity issues and risks are currently a major focus area of the SEC and other regulatory authorities. please register to get more info

Canadian Action Filed Under Ontario Class Proceedings Act During late 2010 to early 2011, the Firm through Fund I, competed with Arcelor-Mittal S.A. (“Arcelor”) to acquire (through take-over bid procedures under applicable Canadian securities and regulatory requirements) control of Baffinland Iron Mines Corporation (“BIM”), a company then listed on the Toronto Stock Exchange that held certain rights to develop a major iron ore project on Baffin Island in the Nunavut Territory of Canada. In February 2011, Arcelor and subsidiaries of Fund I agreed to make a joint take-over bid for BIM, which resulted in the acquisition of over 93% (on a 70-30 basis, with Arcelor acquiring the 70% share) of the then-issued and outstanding common shares and 76% of the then issued and outstanding warrants of BIM. The remaining outstanding securities of BIM were subsequently acquired by way of a plan of arrangement, within which approximately 58 shareholders (representing less than 1% of the outstanding BIM common shares) undertook the required statutory steps to exercise their statutory dissent rights.

In April 2011, the shareholders filed a notice of action under the Ontario Class Proceedings Act (the “CPA”). In May 2011, the notice of action was amended to add another proposed representative plaintiff. The statement of claim covering this action was issued in May 2011. The plaintiffs delivered an amended statement of claim dated May 31, 2013, a further amended statement of claim dated June 4, 2013 and a fresh as amended statement of claim on October 31, 2013. The statement of claim alleged violations of the Ontario Securities Act and securities legislation of the other provinces and territories of Canada and oppression claims arising from the joint take-over bid by Arcelor and subsidiaries of Fund I (Nunavut Iron Ore Acquisition Inc., Iron Ore Holdings, LP and 1843208 Ontario Inc.) for the outstanding securities of BIM. The statement of claim names 17 different defendants, including BIM, former directors of BIM, the entity which acquired the outstanding shares of BIM in the joint take-over bid, and all of its owners and joint venture partners. The Funds and other EMG affiliates hold an aggregate 72.8% indirect interest in BIM (a part of which is held by Baffinland Iron Mines LP) as of September 30, 2019. The plaintiffs claimed on behalf of proposed plaintiff classes general and special damages in the sum of CAD $1 billion (or such other sum as the court deems appropriate) from the defendants or, in the alternative, rescission of the transfer of BIM securities that occurred pursuant to the joint take-over bid. The particular allegation against defendants Iron Ore Holdings, LP, the Co-Founders and two consultants who are advisory affiliates of EMG (the “BIM Consultants”) (which claims are asserted on a joint and several basis against a number of other defendants) is that various joint bid related circulars or notices contained misrepresentations for failing to disclose certain material facts. The statement of claim also alleges that Iron Ore Holdings, LP (along with the other “offerors” under the joint take-over bid) breached the insider trading provisions of applicable securities legislation by acquiring securities of BIM pursuant to the joint take-over bid with knowledge of material facts that had not been generally disclosed. The statement of claim also asserts that Iron Ore Holdings, LP is vicariously liable for the acts and/or omissions of the Co-Founders and the BIM Consultants in connection with the joint take-over bid and that the plaintiffs are entitled to restitution for unjust enrichment from Iron Ore Holdings, LP and the other offerors under the joint take-over bid.

On August 27, 2014, the Ontario Securities Commission dismissed allegations which were brought in a proceeding by the staff of this Commission against the BIM Consultants relating to alleged breaches of the Ontario Securities Act by the BIM Consultants in connection with certain actions by these individuals relating to the eventual take-over bid for BIM. The Ontario action originally filed in April 2011 was based, in part, on similar allegations. The defendants brought a motion to strike part or substantially all of the statement of claim in the Ontario action. The motion was heard in December 2014 and early January 2015. The decision of the judge who heard the motion was released on July 30, 2015. The motion judge held that (1) parts of the plaintiffs’ pleading were defective and, as such, struck the offending allegations but gave the plaintiffs the right to cure the defects and amend the statement of claim, (2) the plaintiffs had to elect whether to exercise a cause of action against either the offerors under the BIM joint bid or the offerors' directors and (3) only those who tendered their shares under the takeover bid could be part of the action and not those who sold in the secondary markets during the takeover. The motion judge also dismissed certain ancillary claims made by the defendants. The plaintiffs appealed the motion judge’s decision. The hearing of this appeal was held on May 4, 2016. The decision was released in August 2016. The appellate court agreed with the motion judge’s ruling that those shareholders who sold in the secondary market could not assert a statutory claim for circular misrepresentation, but also ruled that the action could be brought against both the offerors and offerors’ officers and directors. The plaintiffs decided not to seek leave to appeal this decision to the Supreme Court of Canada.

In January 2018, the case management judge heard the plaintiffs’ motion to certify the action as a class proceeding under the CPA. On May 18, 2018, the motion judge released her decision certifying the proceeding as a class action, except that the court excluded compulsory acquisition security holders from the class definition and the court agreed to amendments to certain of the common issues proposed by the plaintiffs. Further, the court also agreed that certain steps would be taken if security for costs provided for any award of costs in favor of a defendant was withdrawn or became unavailable. The court also certified claims of oppression against BIM and its former directors. BIM moved for leave to appeal the decision certifying the oppression claims. The motion for leave to appeal was dismissed.

In June 2019, the class action case was settled for a total of CAD$6.5 million and the Settlement Agreement was approved by the Court on September 17, 2019. Iron Ore Holdings, LP made a payment of C$1.5 million / US$1.1 million on behalf of the EMG parties and Nunavut parties. The amount of the settlement payment is consistent with the message EMG has articulated to investors since inception of the suit that this matter has always been without merit.

Plains All American Pipeline, L.P. – Line 901 Incident In May 2015, Plains All American Pipeline, L.P. (Plains), experienced a crude oil release from its Las Flores to Gaviota Pipeline (Line 901) in Santa Barbara County, California. A portion of the released crude oil reached the Pacific Ocean at Refugio State Beach through a drainage culvert. Following the release, Plains shut down the pipeline and initiated its emergency response plan. Fund I owns a minority interest in Plains’ general partner (PAGP) and Fund IV owns a minority interest in Plains via its ownership of Plains’ Series A Preferred Units. John Raymond serves as a director of Plains and PAGP. As a result of the Line 901 incident, several governmental agencies and regulators initiated investigations into the Line 901 incident, various claims have been made against Plains and its directors and a number of lawsuits have been filed against Plains and its directors. Plains and its directors may be subject to additional claims, investigations and lawsuits, which could materially impact the liabilities and costs Plains currently expects to incur as a result of the Line 901 incident. Shortly following the Line 901 incident, Plains established a claims line and encouraged any parties that were damaged by the release to contact Plains to discuss their damage claims. Plains has received a number of claims through the claims line and has been processing those claims and making payments as appropriate. In addition, Plains has had nine class action lawsuits filed against it, six of which have been administratively consolidated into a single proceeding in the United States District Court for the Central District of California. In general, the plaintiffs are seeking to establish different classes of claimants that have allegedly been damaged by the release. To date, the court has certified three sub-classes of claimants and denied certification of the other proposed sub-class. The sub-classes that have been certified include (i) commercial fishermen who landed fish in certain specified fishing blocks in the waters adjacent to Santa Barbara County or persons or businesses who resold commercial seafood landed in such areas, (ii) individuals or businesses who were employed by or had contracts with certain designated oil platforms and related on shore processing facilities in the vicinity of the release as of the date of the release, and (iii) beachfront property and easement owners whose properties were oiled. The Ninth Circuit Court of Appeals has granted Plains’ petition for leave to appeal the oil industry class certification. Plains is also defending a separate class action lawsuit proceeding in the United States District Court for the Central District of California brought on behalf of the Line 901 and Line 903 easement holders seeking injunctive relief as well as compensatory damages. There have also been two securities law class action lawsuits filed on behalf of certain purported investors in Plains and/or PAGP against Plains, PAGP and/or certain of their respective officers, directors and underwriters. Both of these lawsuits have been consolidated into a single proceeding in the United States District Court for the Southern District of Texas. In general, these lawsuits allege that the various defendants violated securities laws by misleading investors regarding the integrity of Plains’ pipelines and related facilities through false and misleading statements, omission of material facts and concealing of the true extent of the spill. The plaintiffs claim unspecified damages as a result of the reduction in value of their investments in Plains and PAGP, which they attribute to the alleged wrongful acts of the defendants. Plains and PAGP, and the other defendants, denied the allegations in, and moved to dismiss these lawsuits. On March 29, 2017, the Court ruled in the defendants’ favor dismissing all claims against all defendants. Plaintiffs have refiled their complaint. On April 2, 2018, the Court dismissed all of the refiled claims against all defendants with prejudice. Plaintiffs have appealed the dismissal. Consistent with and subject to the terms of Plains’ governing organizational documents (and to the extent applicable, insurance policies), Plains is indemnifying and funding the defense costs of its officers and directors in connection with this lawsuit. In addition, four unitholder derivative lawsuits have been filed by certain purported investors in Plains against Plains, certain of its affiliates and certain officers and directors. One lawsuit was filed in State District Court in Harris County, Texas and was subsequently dismissed by the Court. Two of these lawsuits were filed in the United States District Court for the Southern District of Texas and were administratively consolidated into one action and later dismissed on the basis that Plains’ LPA requires that derivative suits be filed in Delaware Chancery Court. Following the order dismissing the Texas Federal Court suits, a new derivative suit brought by different plaintiffs was filed in Delaware Chancery Court and subsequently dismissed without prejudice. Plaintiffs amended and refiled their complaint on June 3, 2019. Consistent with and subject to the terms of Plains’ governing organizational documents (and to the extent applicable, insurance policies), Plains is indemnifying and funding the defense costs of its officers and directors in connection with this lawsuit. Plains has also received several other individual lawsuits and complaints from companies and individuals alleging damages arising out of the Line 901 incident. These lawsuits and claims generally seek compensatory and punitive damages, and in some cases permanent injunctive relief. In addition to the foregoing, as the “responsible party” for the Line 901 incident, Plains is liable for various costs and for certain natural resource damages under the Oil Pollution Act, and Plains also has exposure to the payment of additional fines, penalties and costs under other applicable federal, state and local laws, statutes and regulations. Taking the foregoing into account, as of September 30, 2019, Plains estimates that the aggregate total costs it has incurred or will incur with respect to the Line 901 incident will be approximately $380 million, which estimate includes actual and projected emergency response and clean-up costs, natural resource damage assessments and certain third-party claims settlements, as well as estimates for fines, penalties and certain legal fees. As of September 30, 2019, Plains had a remaining undiscounted gross liability of $79 million related to this event. Exxon Mobil and JP Morgan Chase Affiliations Lee Raymond retired from his position as Chairman and CEO of Exxon Mobil Corporation (“ExxonMobil”) at the end of 2005. Accordingly, while he has not been an officer or director of ExxonMobil since 2005, there may still be certain pending or outstanding court actions or regulatory or administrative proceedings related to periods during which Mr. Raymond served as a director and/or officer of ExxonMobil and where he was named as a defendant in connection with such actions or proceedings. Mr. Raymond is not aware of any such pending actions or proceedings which have involved allegations that would, if a final non- appealable judgment or decision were rendered in connection therewith, require disclosure in response to this Item 9 of Part 2A or Item 11 of Part 1A of Form ADV. In addition, Mr. Raymond currently serves as a director of JP Morgan Chase & Co. (“JPMorgan”) and has been a director of JPMorgan or its predecessor since 1987. Similar to the circumstances discussed above with respect to ExxonMobil, while there are certain outstanding court actions brought against JPMorgan and its affiliates involving allegations relating to, for example, JPMorgan’s role in financings for and other activities conducted by, Enron Corp., and shareholder derivative suits, in each case where directors of JPMorgan, including Mr. Raymond, have been named as defendants, Mr. Raymond is not aware that, if a non-appealable judgment relating to the allegations made in such actions or proceedings had been rendered, he would have been found to have committed any conduct that would have been required to have been disclosed in response to this Item 9 of Part 2A or Item 11 of Part 1A of Form ADV. please register to get more info

AFFILIATIONS
Neither the Advisers nor their management persons are registered as, or have an application pending as, securities broker-dealers, futures commission merchants, commodity pool operators or commodity trading advisors. EMG Funds As noted throughout this Brochure, EMG and its advisory affiliates or persons controlled by or under common control with EMG (its “related persons”) are, directly or indirectly, managing members of the General Partner of each of the Funds. The General Partner of each of the Main Funds typically organize and/or manage one or more Parallel Investment Entities to facilitate participation by certain investors in investment opportunities to accommodate legal, tax, regulatory or other similar considerations of such investors. Such Parallel Investment Entities invest in each investment opportunity selected by the General Partners on substantially the same economic terms and conditions and with such differences in the form of such investment as may be required by the legal, tax, regulatory or other similar considerations referred to above.

Subject to the Governing Documents for the relevant Main Fund, generally neither the General Partner nor any affiliate of the General Partner of the Main Fund may sponsor or close the formation of a new energy and minerals private equity fund managed by them to make investments similar in size and scope as the Main Fund’s, other than Parallel Investment Entities or any permitted alternative investment structures, or any investment vehicle formed to make permitted co-investments in portfolio companies, until a specific percentage threshold of the aggregate capital commitments of the relevant Main Fund has been invested, reserved, committed to be invested or reserved for future fees and expenses of the Main Fund partnership, as set forth in the Governing Documents of the relevant Main Fund. Typically, the percentage threshold is 75% of aggregate capital commitments. EMG is focused on managing conflicts of interest and monitoring the allocation of investment opportunities in these contexts and endeavors to resolve any conflict with respect to investment opportunities in a manner that it deems equitable under the facts and circumstances, consistent with its fiduciary duties. As appropriate, EMG will work closely with the relevant Advisory Board(s) to ensure that all potential conflicts are properly managed. Investors should refer to the specific provisions of the Governing Documents of the applicable Main Fund for more detailed discussion regarding the allocation of investment opportunities among the Funds.

Involvement in Portfolio Companies

The Co-Founders and certain supervised persons of EMG spend a substantial portion of their business time on one or more of the Funds as required under the terms of each Fund’s Governing Documents. Please refer to Item 4 – Advisory Business for a discussion of this component of EMG’s services. In addition, the Co- Founders and certain supervised persons serve or may serve on the board of one or more portfolio companies. The Co-Founders or supervised person’s involvement with portfolio company operations may introduce a conflict of interest between the fiduciary duty he or she owes as a member of a portfolio company board and the fiduciary duty he or she owes to the applicable Fund. As a result of such service, the Co-Founders or supervised persons may become aware, from time to time, of material non-public information about the portfolio company or public companies affiliated with or that otherwise do business with the portfolio company. Such knowledge of material non-public information is likely to be attributed to EMG and may create a conflict of interest between the portfolio company and EMG. EMG’s Code of Ethics and related internal controls with respect to insider trading seek to prevent the potential misuse of such material non-public information. See the discussion of the Code of Ethics under Item 11 of this Brochure. In April 2019, one of EMG’s Managing Directors changed roles and in addition to continuing to provide consulting services to EMG on midstream projects, now serves as CEO of a newly formed portfolio company in which Fund V has invested. This individual also currently serves as a Senior Adviser to EMG via an exclusive consulting arrangement. Given the continued role advising EMG, the individual is still considered a supervised person and is subject to all of EMG’s policies and procedures. Upper Bay Infrastructure Partners John Raymond is a member of the Investment Committee for Upper Bay Infrastructure Management, LP, (Upper Bay) a registered investment adviser and manager of Upper Bay Infrastructure Partners, LP, an infrastructure private equity fund, and related parallel entities and co-investment vehicles (collectively the Upper Bay Funds). Mr. Raymond is a co-owner in Upper Bay as well as Upper Bay Infrastructure Partners GP, LP, the general partner to the Upper Bay Funds, and is expected to be a co-owner of other general partner entities established in conjunction with the Upper Bay Funds (collectively the Upper Bay GPs). Mr. Raymond has made an anchor commitment to Upper Bay to fund organizational costs and general administrative expenses of Upper Bay prior to the initial close of the Upper Bay Funds. EMG expects to provide technical, operational and investment expertise to Upper Bay. Mr. Raymond’s commitment is expected to further be used to warehouse deal opportunities prior the final close of the Upper Bay Funds. EMG may offer Upper Bay other investment opportunities that do not fit within the investment parameters of the EMG Funds or require additional capital beyond the commitment by EMG and its partners. See Allocation of Investment Opportunities under Item 11 of this Brochure for additional information. Upper Bay has entered into an administrative services agreement with EMG OpCo to provide accounting, financial reporting and other back office and fund administration services to Upper Bay and the Upper Bay Funds and may in the future provide administrative services to other Upper Bay Funds or portfolio companies. Pursuant to such agreement(s), Upper Bay and the Upper Bay Funds pay an administration fee at a rate that Upper Bay believes to be no greater than would be obtained from an unaffiliated service provider on an arm’s length basis. Outside Business Activities Lee Raymond serves on the board of directors of JPMorgan, is a member and former Chairman of the National Petroleum Council and is a member of the International Advisory Board of Temasek (an investment company owned by the government of Singapore and a co-investor in a Fund portfolio company). From time to time, EMG, its affiliates, the Funds and portfolio companies may enter into service arrangements with JPMorgan. As of the date of this Brochure, certain Funds managed by EMG use JPMorgan Chase Bank, N.A., an affiliate of JPMorgan, as a qualified custodian of the respective Fund’s cash assets and certificated securities, if any.

In 2013, John Raymond, John Calvert, and Lee Raymond made a small, personal, equity investment in W.D. Von Gonten Laboratories LLC (the Lab), a state of the art rock laboratory with proceeds dedicated to the financing, construction and development of the Lab, its unique custom designed equipment, and hiring of key personnel. The Lab optimizes development and production processes tailored to unconventional resources in key geographies by providing services such as high-resolution core analysis, comprehensive landing, completion and acreage planning, frac modeling, and data analytics for upstream energy companies, including EMG portfolio companies to the extent each portfolio company’s management team, in their sole discretion, elects to use this resource. EMG does not engage the Lab and in no instance does EMG dictate use of the Lab by its portfolio companies. Further, EMG is not involved in the negotiation of fees between the Lab and a portfolio company as this is done solely between the management team at the Lab and respective producer customers. John Raymond’s, John Calvert’s, and Lee Raymond’s investment in the Lab remains purely passive. They have no day to day interaction with respect to management of the business nor involvement with the Lab’s management of the business and, as such, neither they nor EMG has any influence or control over who the Lab decides to accept and work for as a client. Additionally, this opportunity was not appropriate for and was not available to EMG or its funds. The investment does not represent a significant portion of John Raymond’s, John Calvert’s, or Lee Raymond’s time and attention, substantially all of which is dedicated to EMG in the case of John Raymond and John Calvert.

W.D. Von Gonten & Co. provides petroleum engineering, geological services, and petrophysical modeling to oil and gas companies, midstream companies, and financial institutions. W.D. Von Gonten & Co. is an affiliate of the Lab but should not be confused with the Lab. EMG has engaged, and may engage in the future, W.D. Von Gonten & Co. as part of its due diligence process when considering potential investment opportunities. No EMG employee or affiliate has any interest in this entity and any negotiations between EMG and this entity are made at arms-length.

Additionally, the Co-Founders, the Senior Partner and other EMG personnel have interests in other outside entities that are formed for the purpose of investing in the EMG Funds or co-investment vehicles.

None of the above-mentioned relationships require a significant portion of any individual’s time and attention. EMG has policies and procedures designed to address certain of these conflict situations and monitors perceived and actual conflicts of interests arising from these relationships. Consulting Arrangements EMG, its affiliates and the Funds’ portfolio companies have and may in the future enter into consulting arrangements for the purpose of obtaining certain administrative and advisory services for the Adviser, the Funds or their portfolio companies with EMG supervised persons, including the Co-Founders, and entities controlled by supervised persons. These consulting arrangements may reflect input from legal counsel and other experts. EMG has policies and procedures designed to address any potential conflicts of interest that may be raised by these relationships, and its supervised persons will seek assistance from the CCO and outside counsel as necessary to mitigate any such potential conflicts and obtain Advisory Board approval if required before entering into any such agreement. please register to get more info

CLIENT TRANSACTIONS AND PERSONAL TRADING
Code of Ethics and Fiduciary Duty EMG has adopted the Compliance Manual which includes a code of ethics (the “Code of Ethics”) setting forth the fiduciary standards of business conduct and compliance with applicable laws that are expected of EMG’s supervised persons and addresses conflicts that may arise from personal trading conducted by EMG’s “access persons,” as that term is defined in Rule 204A-1 under the Advisers Act. The Code of Ethics is the primary policy document of EMG that defines the expectation and requirement of professional and ethical conduct by all employees.

The Compliance Manual and Code of Ethics contain policies and procedures relating to: (i) fiduciary standards of conduct for EMG and its personnel; (ii) personal securities transactions; (iii) insider trading; (iv) allocation of business opportunities; (v) outside business activities; (vi) gifts and entertainment; and (vii) political contributions. Supervised persons receive the Code of Ethics and Compliance Manual upon hire and upon any changes thereto. All supervised persons must annually certify and acknowledge that they have received, read and understood, and agree to comply with EMG’s policies and procedures described in the Compliance Manual and Code of Ethics. Supervised persons are subject to disciplinary sanctions or termination for failure to honor the Compliance Manual and Code of Ethics.

Clients or prospective clients may obtain a copy of EMG’s Code of Ethics by contacting EMG’s Chief Compliance Officer, Neal Dickson, at (972) 432-1800 or by email at ndickson@emgtx.com.

Fiduciary Standards of Conduct

EMG always must act in its clients’ best interests. It is the policy of EMG to discharge its fiduciary duty in a manner that is consistent with the following:


• putting client interests first at all times;
• acting with the utmost good faith;
• providing full and fair disclosure of all material facts;
• never misleading clients;
• eliminating or responsibly managing all conflicts of interest; and
• disclosing material conflicts of interest to clients.

At all times, EMG and its supervised persons must comply with the letter and spirit of all applicable laws, including the Advisers Act and all applicable federal and state securities laws.

All supervised persons of EMG must act with competence, dignity, integrity, and in an ethical manner when dealing with clients, the public, third-party service providers and fellow supervised persons. Supervised persons must use reasonable care and exercise independent professional judgment when conducting investment analysis, making investment recommendations and engaging in other professional activities. Personal Securities Transactions EMG considers all of its supervised persons to be access persons. EMG’s personal securities transactions policies and procedures apply to all accounts holding any securities over which access persons have any beneficial ownership interest, except for certain accounts over which the access person has no direct or indirect influence or control and accounts holding only open-end mutual funds, US government securities or money market instruments that are exempt from reporting under EMG’s Code of Ethics. EMG monitors and controls personal trading by access persons through:
• receipt and review of each access person’s personal securities holdings reports (required within 10 days of becoming an access person and annually thereafter) and quarterly transaction statements;
• maintenance of a restricted list of securities that to trade, access persons must receive pre-approval from the Chief Compliance Officer; and
• pre-approval from the Chief Compliance Officer of any proposed trade in certain other publicly- traded securities, initial public offerings, and any private placements.

Employees have invested and may in the future invest in the same securities held in the EMG funds, including public securities issued in the initial public offering of a portfolio company, or other public securities of or related to fund portfolio companies. Conflicts related to such personal holdings are addressed through the controls noted above.

Insider Trading

EMG prohibits any access person from illegally trading, either personally or on behalf of others, on material non-public information. Further, EMG prohibits unauthorized access to or the disclosure of material non- public information to any entity regardless of the circumstances.

As discussed in Item 10 – Other Financial and Industry Activities and Affiliations, from time to time, EMG and its affiliates may obtain material, non-public information about another company. For example, an employee of EMG may serve on a board of directors of a company in which the Funds invest, either directly or indirectly. Serving in such a capacity may expose the employee, and by association EMG and the Funds, to certain limitations on the ability to trade in the securities of the particular company; therefore, the Funds’ ability to trade in the securities of such company may become substantially restricted. The Funds’ ability to buy and sell such securities may be limited to such times as company insiders are permitted to do so. These limitations may cause the Funds to forgo purchases or sales that it otherwise would make, thereby exposing the Funds to lost opportunities.

EMG monitors risks associated with material non-public information by:


• providing periodic employee education and training;
• monitoring outside business activities of access persons and their involvement in the management of the portfolio companies of the Funds;
• monitoring and restricting personal trading of access persons, their immediate family members and members of their household;
• requiring pre-approval of certain securities transactions;
• maintaining a restricted list of companies for which EMG or its access persons may have material non-public information; access persons are prohibited from trading in the securities of such companies;
• maintaining an information barrier between EMG’s investment professionals and members of EMG’s investor relations communications group; and
• maintaining a compliance program to monitor the activities of access persons. Allocation of Investment Opportunities Subject to the Governing Documents for the relevant Fund, generally neither the General Partner nor any affiliate of the General Partner of a Fund may sponsor or close the formation of a new energy and minerals private equity fund managed by the Firm to make investments similar in size and scope as the Fund’s, other than Parallel Investment Entities or any permitted alternative investment structures, or any investment vehicle formed to make permitted co-investments in portfolio companies, until a specific percentage threshold of the aggregate capital commitments of the relevant Fund have been invested, reserved, committed to be invested or reserved for future fees and expenses of the Fund partnership, as set forth in the Governing Documents of the relevant Fund. Typically, the percentage threshold is 75% of aggregate capital commitments. In the event that more than one Fund is actively seeking investment, EMG generally will allocate investment opportunities among the Funds, subject to any limitation in the Governing Documents, to the extent that prospective portfolio companies meet more than one Fund’s investment guidelines. Allocations will be based on available capital, and each Fund will participate on substantially similar terms and share proportionately in transaction costs. Investment allocations must be approved by the Investment Committee(s) of the applicable Fund. See Inconsistent Investment Positions below.

Pursuant to procedures established in Fund Governing Documents, a Fund’s General Partner will generally offer co-investment opportunities to Fund investors pro rata based on each investor’s capital commitment, with a higher percentage offered to investors who participated in a Fund’s earlier closings. However, to the extent that the General Partner determines in good faith that following such procedures would not be practicable for a particular co-investment opportunity, the General Partner may allocate such opportunity to specific investors or other third parties in its sole discretion.

EMG is focused on managing conflicts of interest and monitoring the allocation of investment opportunities in these contexts and endeavors to resolve any conflict with respect to investment opportunities in a manner that it deems equitable under the facts and circumstances, consistent with its fiduciary duties. As appropriate, EMG will work closely with the relevant Advisory Board(s) to ensure that all potential conflicts are properly managed.

In some circumstances, follow-on investments may be made in connection with the Funds’ or a related person’s preexisting holdings. If the relevant Fund’s governing documents permit such follow-on investments, EMG may allocate such investment opportunity to the Fund or related person without seeking consent from the Fund’s Advisory Board. Unless otherwise contemplated and permitted by Fund governing documents, if a Fund (other than the Fund advised by the Follow-On Adviser or any future follow-on investment vehicle) intends to invest in any Portfolio Company that another Fund has previously invested in, EMG may refer the matter to the Fund’s Advisory Board to determine whether such investment is appropriate.

The role of an Advisory Board is further described in Item 13 – Review of Accounts. Investors should refer to the specific provisions of the Governing Documents of the applicable Fund for more detailed discussion regarding the allocation of investment opportunities among the Funds.

Outside Business Activities

EMG’s access persons may not be employed by, or accept compensation from, any person or entity other than EMG and its affiliates (including portfolio companies) to the extent that such employment or activity conflicts with EMG’s ability to serve its clients. EMG monitors the outside business activities of access persons by requiring each access person to submit for pre-approval by the Chief Compliance Officer all proposed business activities that are not directly associated with the access person’s professional responsibilities at EMG. For additional information on EMG’s access persons’ outside business activities, see Item 10 – Other Financial and Industry Activities and Affiliations. Gifts and Entertainment EMG’s access persons may receive gifts or attend business meals, sporting events and other entertainment events at the expense of a giver, provided that the gift or entertainment is not lavish or extravagant in nature. EMG’s gifts and entertainment policy implements internal controls to monitor the behavior of access persons, which include:


• requiring access persons to report gifts and entertainment above certain de minimis amounts to the Chief Compliance Officer;
• requiring pre-clearance by the Chief Compliance Officer for an access person’s attendance at any entertainment event over a certain monetary threshold; and
• maintaining a gift and entertainment log to ensure that EMG is informed of the activities of all access persons.

Political Contributions

EMG has adopted a political contributions policy to facilitate compliance with rules regarding the political activities of registered investment advisers doing business with government entities (referred to as “pay-to- play” rules). All access persons, their immediate family members and members of their household are prohibited from directly or indirectly making, coordinating, or soliciting any U.S. political contribution, except as specifically permitted by the Chief Compliance Officer. Political contributions include any contribution to or for:


• Any candidate or candidate’s campaign for federal, state, or local office;
• Any political party committee;
• Any political committee (such as a political action committee);
• Any other political organization exempt from federal income taxes under Section 527 of the Internal Revenue Code (e.g., the Republican Governors Association or the Democratic Governors Association);
• Any ballot measure campaign; or
• Any inaugural or transition committee of a successful candidate for federal, state, or local office.

Employee Interests in the Funds and Portfolio Companies; Other Arrangements

Through the limited partnership structure, affiliates and supervised persons of EMG have indirect beneficial interests in the assets owned by each of the Funds and share in any profits and losses generated by Fund investments. In particular, certain related persons of EMG purchase and own interests in the EMG Funds and portfolio company investments held by one or more Funds through an ownership interest in the General Partner of a Fund, limited partnerships established to facilitate employee participation in the Funds and/or a Co-Invest Fund(s). When required by the respective Fund or Co-Invest Fund’s governing documents, such employees will be subject to their pro rata share of management fees, carried interest, and other Fund or co-investment expenses with respect to such investments. In the event a supervised person with a beneficial interest in an EMG GP, an Adviser or a Fund (indirectly through an EMG controlled entity) leaves the company, a majority interest may elect to repurchase the person’s interest in the General Partner, Adviser and/or Fund at cost plus an agreed upon percentage, which may be more or less than the current fair value of the respective interest in the General Partner, Adviser or Fund. In the event that a departing supervised person has a beneficial interest in a Co-Invest Fund, the person may elect to retain his/her interest in the Co-Invest Fund. EMG principals and employees may own other interests in certain equity or debt securities issues by portfolio companies, consistent with Fund governing documents and EMG’s Code of Ethics, and as disclosed in public filings with the SEC, if required. Principals and employees may be permitted to participate in IPOs, secondaries or otherwise purchase or sell public securities of portfolio companies to the extent such transactions are permitted and pre-approved under the Firm’s Code of Ethics and are not subject to blackout restrictions. Other investments or transactions by any EMG principal in any security issued by a portfolio company generally must be disclosed to, and consent received from, the respective Fund’s Advisory Board, except as otherwise permitted by a Fund’s governing documents. Following are certain instances in which an EMG principal has an interest in a portfolio company. There may be other investments or transactions between an EMG principal and a portfolio company that may present conflicts of interest that have been or will be disclosed to the respective Fund’s Advisory Board.

John Raymond has a long-term investment in a Fund I portfolio company made prior to Fund I investing in the company. Subsequent to Fund I’s investment in the company, Mr. Raymond has periodically increased his investment in these public securities subject to restrictions in place. Each acquisition has been made public given his position on the Board of Directors of the entity.

An entity owned by Mr. Raymond owns approximately 1% of a Fund III portfolio company’s senior secured first lien notes. The notes were purchased in the fourth quarter of 2015 in an offering in reliance on Rule 144A. Fund III owns equity in the portfolio company. At the time the notes were purchased by Mr. Raymond’s entity, Fund III was unable to participate in the offering since it was already at its concentration limit of 15% of Total Commitments and Fund III does not generally invest in this type of debt instrument. Furthermore, Mr. Raymond owns approximately two times more through Fund III as compared to his interest in the notes. Advisory Board approval was obtained for this transaction.

During the first quarter of 2017, an entity owned by Mr. Raymond acquired approximately 3% of senior secured notes offered by a portfolio company partially owned by Funds I and II at the time of the acquisition. Fund IV subsequently invested in the portfolio company. Mr. Raymond’s investment was initially offered as a backstop to the offering in order to support and help complete the offering. If other investors had been interested in taking up this interest, Mr. Raymond would not have invested in the notes. Mr. Raymond has invested over eight times more in the portfolio company via equity interests in EMG’s existing funds and various co-investments. Advisory Board approval from the Fund I and Fund II Advisory Boards was obtained for this transaction. During the second quarter of 2018, the portfolio company prepared a tender offer to the existing note holders to replace the outstanding notes with new notes at different terms. Mr. Raymond participated in his pro-rata share of the new notes.

During the second quarter of 2018, EMG had the opportunity to acquire an additional equity interest in a Fund III portfolio company on the secondary market. Fund III was unable to participate since it was already at its concentration limit. In order to secure the opportunity, Mr. Raymond capitalized the EMG Sable Secondary Fund. Pursuant to the Fund III Limited Partnership Agreement, Mr. Raymond has the ability to invest in such follow-on investments and therefore, it was determined no additional approvals were required. Mr. Raymond intends to offer participation to EMG investors with preemptive rights via their indirect investment in the portfolio company.

During the second quarter of 2019, Mr. Raymond agreed to provide 20% of a financing for infrastructure spending at a portfolio company partially owned by Funds II, IV, and V. A third-party investor agreed to provide the remaining 80% of the financing. Mr. Raymond’s investment was a condition required by the third-party investor in order to provide its share of the funding and complete the transaction. The Fund II, IV, and V Advisory Boards approved the transaction. EMG always endeavors to act in the best interests of the Funds; however, investors should be aware that the receipt of compensation and other amounts by EMG, its supervised persons and the General Partners of each Fund creates a potential conflict of interest with respect to such transactions. EMG’s policies prohibit the allocation of investment opportunities based on anticipated compensation or profits to the Firm, EMG, any affiliates or their professionals. Where actual or potential conflicts are identified between EMG, its supervised persons and the Funds, procedures contained in EMG’s Code of Ethics, Compliance Manual and the Governing Documents of the Funds may provide for submission of the proposed transaction to an Advisory Board for review and resolution. The role of an Advisory Board is further described in Item 13 – Review of Accounts. Side Letters EMG has entered into arrangements with certain 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. EMG may also enter 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. Subject to the terms of the relevant Fund’s Governing Documents, limited partners may become beneficiaries of more favorable side letter terms granted to other investors.

All side letter agreements must be approved by the Chief Compliance Officer, General Counsel, and at least one of the Co-Founders. The Chief Compliance Officer is responsible for monitoring compliance with each side letter.

Inconsistent Investment Positions

Subject to the Governing Documents of the relevant Fund, the General Partner of a Fund generally does not have the power or authority to authorize that Fund’s investment in (i) any portfolio company of the other Funds or any other investment vehicle sponsored by the General Partner, the Adviser, the Co- Founders or any of their respective officers, directors or employees (the “Management Group”), or (ii) any entity in which the Management Group, the Senior Partner or any of their respective affiliates has an interest as of the time of such investment, without having received the prior written consent of the Advisory Board of the investing Fund.

Subject to the Governing Documents of the relevant Fund, generally the General Partner of a Fund may not permit any co-investment vehicles or Parallel Investment Entities to dispose of any investment in a portfolio company before the Fund disposes of its investment in such portfolio company, unless the Advisory Board of the Fund otherwise consents. If any such investments are disposed of at substantially the same time, such co-investment vehicle or Parallel Investment Entity generally will dispose of no more than its respective pro rata share of the Fund’s and its respective investments in such portfolio company and on terms no more favorable to such co-investment vehicle or Parallel Investment Entity than those received by the Fund. The General Partner will ordinarily cause such co-investment vehicles or Parallel Investment Entities to, dispose of any such investment in a portfolio company on a pro rata basis with the Fund and at substantially the same time that the Fund disposes of its investment in such portfolio company. Principal and Cross Transactions Prior to the formation of Fund II, Fund III, and Fund IV, affiliates of the respective Adviser funded an investment and, subsequent to the initial closing of the relevant Fund, sold such investment to such Fund at cost following approval from each fund’s Advisory Board. In addition to payment of the cost for the investment, each Fund paid the respective affiliate an amount for the costs associated with acquiring the warehoused investment, including the estimated costs and risks of owning and financing the investment while it was held by the affiliate. These transactions occurred to permit the relevant Fund’s participation in an investment opportunity that would no longer have been available by the time such Fund held its initial closing. EMG does not engage in principal transactions during the normal course of its business. Historically, the Funds have engaged in cross transactions where a portfolio company of one fund combined businesses with a portfolio company of another fund or one fund made an equity investment in an existing portfolio company of another fund. In accordance with each Fund’s respective Governing Documents, approval from each Fund’s Advisory Board was obtained prior to the combination or investment. If it becomes necessary in the future to engage in principal or additional cross transactions, EMG will conduct such transactions in a manner that is consistent with its fiduciary obligations, the applicable Fund Governing Documents and relevant securities statutes, including the Advisers Act. Accordingly, EMG may disclose the details of any impending principal or cross transactions, warehoused transactions or other related party transactions, contemplated for a new fund in the offering memorandum or other Fund Governing Documents. An investor’s election to invest in the fund after receipt of such disclosure will be deemed to demonstrate consent to such transaction. For additional information on how EMG manages actual and potential conflicts of interest, please see Item 10 – Other Financial and Industry Activities and Affiliations. please register to get more info

EMG’s advisory business generally involves privately negotiated transactions with the prospective seller or prospective purchaser(s), and generally will not involve the services of a traditional broker or dealer as is customary in the transaction of registered securities. However, EMG may from time to time purchase or sell publicly-traded securities and will, in those circumstances, seek to achieve the best overall execution terms available to effect the transaction expeditiously and on terms most favorable to the Fund. When executing such a transaction in any investment in or for a Fund via a broker or dealer, EMG will consider the full range and quality of a broker or dealer’s services, including execution capability, experience in private equity transactions, network of contacts and relationships, research services, commission rates, reputation and integrity, financial responsibility and responsiveness. EMG will also consider selling securities alongside the publicly-traded company in which EMG holds securities as part of any underwritten offering a company undertakes. In these circumstances, the timing of each sale is determined by the publicly-traded company and the amount sold is typically in proportion to EMG’s relative ownership of the total securities. EMG also generally has the right to request an underwritten offering at certain times for the sales of its shares. As a matter of policy, EMG does not engage in soft dollar transactions and does not enter into soft dollar arrangements in respect of transactions for any Funds. If EMG determines to use soft dollars in the future, it will endeavor to do so within the “safe harbor” provided by Section 28(e) of the Exchange Act. While EMG receives proprietary research from certain brokerage firms, it does not take the value of such research into account in selecting brokers. EMG does not consider whether EMG or a related person may receive client referrals from a broker-dealer or third party in selecting or recommending broker-dealers. As a matter of policy, EMG does not permit the direction of any Fund transactions to a specific broker or dealer by an investor. Aggregation of Securities Transactions If two or more Funds own the same public securities, EMG may aggregate transactions in such securities if EMG determines that aggregation would be beneficial to achieve more efficient execution or to provide for equitable treatment among Funds. It is expected that clients participating in aggregated trades would be allocated securities based on the average price achieved for such trades and that aggregated trades generally would be allocated among EMG’s clients on a pro rata basis, with exceptions based on the Fund’s applicable investment objectives, strategies and other guidelines. please register to get more info

Review of Accounts EMG’s investment professionals actively monitor and review each Fund’s investment portfolio on a regular basis. Investments are reviewed in light of each Fund’s stated investment objectives and guidelines as set forth in the Governing Documents of each Fund. During the review process, investment professionals analyze existing portfolio company positions to identify issues early on, take any necessary actions, and monitor portfolio company operations and overall performance relative to the original investment thesis. The Chief Financial Officer is responsible for overseeing periodic reconciliations of the Funds’ assets. Cash accounts are reconciled on a monthly basis, while positions in assets that are not publicly traded are reconciled at least quarterly with their corresponding valuations. The Chief Financial Officer maintains work papers documenting the periodic reconciliations of the Funds’ assets.

Advisory Board

As described in the Governing Documents for the relevant Main Fund, from time to time, the Advisory Board for a Main Fund may participate in the portfolio review process described above. Each Advisory Board is comprised of representatives of the limited partners who are unaffiliated with EMG or the General Partner and appointed by the General Partner to engage in certain activities as specified in the Governing Documents for each Main Fund, which, subject to the Main Fund’s Governing Documents, typically include: (i) to resolve any questions that are presented to the Advisory Board relating to a conflict of interest or a potential conflict of interest between the Adviser, the General Partner or any of their affiliates, on one hand, and the Main Fund or the limited partners, on the other hand, and to approve certain contracts or other transactions between the Fund, on one hand, and the Adviser, the General Partner or an affiliate of either, on the other hand; (ii) to approve such other matters and perform such other functions as are provided for in the Fund Governing Documents, and (iii) to advise the Adviser, the General Partner or their affiliates on other issues that are presented to the Advisory Board. Each Advisory Board generally will act by the majority vote of its members but does not have any power to manage the Funds or any of their investments.

Valuation

As a registered adviser and fiduciary to the Funds, EMG requires that all portfolio holdings reflect current, fair and accurate investment valuations. EMG’s portfolio company valuation policy and portfolio investment valuation procedures are based on ASC 820 - Fair Value Measurements and Disclosures, International Private Equity and Venture Capital Valuation Guidelines, and other industry standards.

EMG’s investment professionals establish or review and revise, as applicable, the valuation of each portfolio investment (i) initially, upon closing of a Fund’s investment in a portfolio company, and (ii) at the end of each quarter.

For more detail on valuation methodologies, which are articulated in the Governing Documents of each Fund and in the Compliance Manual, clients or prospective clients may contact the Chief Compliance Officer, Neal Dickson at (972) 432-1800 or by email at ndickson@emgtx.com. Reports to Investors The Advisers do not provide reports to the Funds. Instead, the General Partner of each Fund provides written periodic reports and investment statements to the relevant Fund investors to monitor their investments. As required by the Governing Documents of each Fund, limited partners will receive the following: (i) audited financial statements for the Fund (together with a statement of each limited partner’s capital account and a valuation of the Fund’s portfolio) on an annual basis in accordance with U.S. generally accepted accounting principles (“GAAP”) within 90 days after its fiscal year end; (ii) unaudited financial statements (together with a statement of each limited partner’s capital account and a valuation of the Fund’s portfolio) on a quarterly basis; and (iii) annual tax information necessary for completion of each limited partner’s tax returns. please register to get more info

Portfolio Company Compensation As described in Item 5 – Fees and Compensation, the Advisers, either directly or indirectly through their affiliates acting as General Partners to the Funds, will receive compensation from certain portfolio companies in connection with services provided to such companies in the ordinary course of business, such as directors’ fees, financing fees and advisory fees. As described more fully in each Fund’s Governing Documents, each General Partner will apply 100% of such fees and other compensation to reduce the management fee. The General Partner does not retain any portion of such fees.

Also, as described in Item 5 – Fees and Compensation, EMG OpCo is and may in the future be reimbursed by portfolio companies (or an entity within the ownership structure of a portfolio company) for providing accounting services to such entity. As noted, this payment is intended solely to reimburse EMG for the expense incurred in providing such services. However, the amount paid to EMG OpCo could potentially exceed actual expenses incurred.

Placement Agents

EMG has previously entered into and may enter into written engagement agreements with external solicitors or placement agents which provide that the solicitors or placement agents are required to abide by federal securities laws and applicable EMG policy requirements. EMG discloses the placement agent for any fund, as relevant, in Form ADV Part 1A, Section 7.B.(1), in its Private Placement Memorandum and in its standard due diligence responses. Compensation paid by a Fund to any placement agent will be disclosed in such Fund’s financial statements and in the Form D’s filed with the SEC. Compensation paid by EMG to any placement agent will be disclosed upon request from investors or as consistent with applicable law. All placement agent activities will be conducted in accordance with applicable law. please register to get more info

EMG is deemed to have custody of the underlying assets of each Fund due to its affiliation with the General Partner of each Fund. EMG holds cash and all certificated securities of the Funds at an unaffiliated qualified custodian, to the extent required by Rule 206(4)-2 under the Advisers Act. EMG is not required to comply with the requirement to use a qualified custodian with respect to “privately offered securities,” as defined in Rule 206(4)-2 under the Advisers Act or with respect to certain private stock certificates; however, EMG has implemented procedures in its Compliance Manual that are designed to safeguard these privately offered securities. In compliance with the audit approach exception to the custody rules for privately offered securities set forth in Rule 206(4)-2 under the Advisers Act, EMG distributes each Fund’s audited financial statements prepared in accordance with GAAP to the relevant Fund’s investors within 90 days after its fiscal year end. Financial statements are prepared by a Public Company Accounting Oversight Board- registered and inspected firm, and are documented and attested to by the accounting firm engaged to perform the custody audit. Investors should review these audited financial statements carefully. please register to get more info

As discussed in Item 4 – Advisory Business, EMG provides investment advisory services to each Fund on a discretionary basis, subject to the overall supervision of the General Partner of each Fund. The limitations on EMG’s discretion are established through negotiations with the investors in each Fund and/or its General Partner. These limitations are incorporated into each Fund’s Governing Documents, which include the applicable management agreement. Individual investors in existing Funds do not have the ability to impose limitations on EMG’s discretionary authority. There are no separate classes and investors in the Funds acquire identical interests. However, EMG may, under special circumstances, enter into arrangements with investors that limit or provide an alternative structure for the investor’s participation in certain Fund investments to address specific legal, regulatory, investment or public policy restrictions of the investor or that establish rights under, or alter or supplement the terms of, such Funds’ Governing Documents in a manner that may be more favorable to such investors than those applicable to other investors. See Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading – Interests in the Funds; Other Arrangements for more information.

Prospective investors are provided with the PPM prior to their investment and are encouraged to carefully review all offering materials and to be sure that the proposed investment is consistent with their investment goals and tolerance for risk. Prospective investors must also execute a subscription agreement, in which they make various representations, including representations regarding their suitability to invest in a privately placed pooled investment vehicle. please register to get more info

EMG may vote proxies for a Fund if required under the investment management agreement with the General Partner of such Fund and has historically voted certain proxies. In accordance with Advisers Act requirements, EMG has adopted a policy on voting client securities to address voting requirements, if any, for Fund portfolio investments. EMG’s policy is to exercise proxy votes in the best interest of the Funds, including when there may be material conflicts of interest in voting proxies.

EMG believes its interests are aligned with Fund investors through the General Partner’s ownership interests in the Fund and therefore does not generally seek investor approval or direction when voting proxies. If, however, there is or may be a conflict of interest between the General Partner and the Fund in voting proxies, EMG may address the conflict using several alternatives, which may include seeking counsel of the respective Advisory Board on the proposed proxy vote or through alternatives set forth in proxy policies. The Co-Founders and other EMG employees routinely serve on the board for portfolio companies, as disclosed in Fund Governing Documents and Items 4 and 10 above. Therefore, in the event an EMG related person is nominated as a director as part of a proxy vote, EMG may vote for the approval of such director without seeking input from the Fund’s Advisory Board or taking other special measures to address a conflict of interest.

EMG reviews each proposal on a case-by-case basis to determine whether it is in the best interest of the applicable client. In some instances, EMG may determine that it is in the Fund’s best interest for EMG to “abstain” from voting, or not to vote at all, and will do so accordingly.

EMG’s policy on voting client securities is designed to ensure that any material conflict of interest is identified for a particular proxy vote and the vote is not improperly influenced by the conflict. To receive a copy of EMG’s policy on voting client securities contact the Chief Compliance Officer, Neal Dickson at (972) 432-1800 or by email at ndickson@emgtx.com. please register to get more info

EMG does not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. EMG is not currently aware of any financial condition that would be reasonably likely to impair its ability to meet contractual commitments to clients. Additionally, EMG has not been the subject of a bankruptcy petition at any time during the past ten years. please register to get more info