Five Elms is a Delaware limited liability company that was formed in June 2007. The Firm’s sole
indirect owner is Frederick N. Coulson, who maintains his interest in Five Elms indirectly through
Five Elms Capital, LLC.
The Firm provides investment advisory services to pooled investment vehicles (each a “Fund”
and collectively, the “Funds”). The Funds generally seek to rely on an exemption from
registration under the Investment Company Act of 1940, as amended (the “Investment Company
Act”), and their securities are not registered under the Securities Act of 1933, as amended (the
“Securities Act”). Five Elms provides discretionary investment management services to the
Funds in accordance with the applicable limited partnership agreement (or analogous
organizational document), management agreement, subscription agreement and side letters of each
Fund (each, an “Advisory Agreement”). The Advisory Agreements of a Fund, along with any
private placement memoranda and related materials are referred to herein collectively as the
“Offering Documents” of such Fund.
The Firm’s primary investment objective for each Fund is set forth in such Fund’s Offering
Documents. In accordance with a Fund’s individual investment objectives, investments are
primarily made in privately-held companies located in the United States as well as elsewhere (each
such company is referred to herein as a “Portfolio Company,” and collectively, the “Portfolio
Companies”).
Five Elms is affiliated with other entities that serve as general partner (each a “General Partner”
and collectively the “General Partners”)
to each Fund. The General Partners have generally
delegated day-to-day management responsibilities for the Funds to Five Elms, but retain discretion
over certain policy-making and oversight functions with respect to the investment program of the
Fund and the decision whether to acquire or dispose of investments.
The advisory services of Five Elms and of the General Partners are described in this Brochure and
in the Advisory Agreements applicable to a Fund, but generally consist of: investigating,
identifying, and evaluating investment opportunities; structuring, negotiating, and making
investments on behalf of the Funds; managing and monitoring the performance of such
investments; and disposing of such investments. The information set forth herein regarding the
investment advisory services provided by Five Elms shall also apply in respect of the General
Partners unless specifically noted.
Five Elms provides investment advice directly to each Fund, subject to the discretion and control
of the applicable General Partner, and not individually to the investors in the Funds. Such investors
accept the terms of advisory services as set forth in a Fund’s Advisory Agreements. The Firm
expects to have broad investment authority with respect to the Funds and, as such, investors should
consider whether the investment objectives of the Funds are in line with their individual objectives
and risk tolerance prior to investing.
As of December 31, 2023, Five Elms manages $2,380,236,476 in regulatory assets on a
discretionary basis. The Firm does not manage any assets on a non-discretionary basis.