The Adviser is a Delaware limited partnership, based in Houston, TX, together (where the context
permits) with its affiliated general partners of the Funds (as defined below) and other affiliates that
provide advisory services to and/or receive advisory fees from the Funds. Such affiliates are
currently and would typically be under common control with North Hudson Resource Partners LP
and possess a substantial identity of personnel and/or equity owners with North Hudson Resource
Partners LP. These affiliates have been and may in the future be formed for tax, regulatory or other
purposes in connection with the organization of the Funds (as defined below). One or more of
these affiliates currently serve as the general partner of the Fund.
The Adviser provides investment supervisory services to pooled investment vehicles (the “Fund”,
or collectively the “Funds” or “Clients” or “Partnerships”) that are exempt from registration under
the Investment Company Act of 1940, as amended (the “1940 Act”) and whose securities are not
registered under the Securities Act of 1933, as amended (the “Securities Act”).
The Adviser focuses on opportunistic private equity investments in the North American upstream
and midstream sectors through its non-operated and operated platforms. The Adviser’s advisory
services 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 Adviser serves as the
investment adviser to the Funds in order to provide such services.
The Adviser provides investment advisory services to each Fund in accordance with the limited
partnership agreement (or analogous governing document) of such Fund or separate investment
and advisory, investment management or portfolio management agreements (each, an “Advisory
Agreement”).
Investment advice is provided directly to the Funds, subject to the discretion and control of the
applicable general partner, and not individually to the investors in the Funds. Services are provided
to the Funds in accordance with the Advisory Agreements with the Funds and/or governing
documents of the applicable Funds. Investment restrictions for the Funds, if any, are generally
established in the governing documents of the applicable
Funds, Advisory Agreements and/or side
letter agreements negotiated with investors in the applicable Funds (the governing documents,
Advisory Agreements and side letters referred to herein as a Fund’s “Governing Documents”).
While each of its Clients generally follows the strategy stated above, the Adviser may tailor the
specific advisory services with respect to each Client based on the individual investment strategy
of each Client. Additionally, from time to time and as permitted by the relevant Governing
Documents, the Adviser in its sole discretion is permitted (but is not obligated to) offer co-
investment opportunities (including the opportunity to participate in co-invest vehicles) to certain
investors or other persons, including other sponsors, market participants, finders, consultants, and
other service providers, the Adviser’s personnel and/or certain other persons associated with the
Adviser and/or its affiliates. Such co-investments typically involve investment and disposal of
interests in the applicable portfolio company at the same time and on the same terms as the Fund
making the investment. However, from time to time, for strategic and other reasons, a co-investor
or co-invest vehicle could purchase a portion of an investment from one or more Funds after such
Funds have consummated their investment in the portfolio company (also known as a post-closing
sell-down or transfer). Any such purchase from a Fund by a co-investor or co-invest vehicle
generally occurs shortly after the Fund’s completion of the investment to avoid any changes in
valuation of the investment. Where appropriate, and in the Adviser’s sole discretion, the Adviser
is authorized to charge interest on the purchase to the co-investor or co-invest vehicle (or otherwise
equitably to adjust the purchase price under certain conditions), and to seek reimbursement to the
relevant Fund for related costs. However, to the extent such amounts are not so charged or
reimbursed, they generally will be borne by the relevant Fund.
The Adviser does not participate in wrap fee programs.
North Hudson Resource Partners LP was formed in 2018 and is owned by North Hudson Resource
Partners UGP LLC, which is in turn majority owned by Mark Bisso. The Adviser manages
approximately $ 890,614,037 of client assets as of December 31, 2023, all of which is managed on
a discretionary basis.