Fifth Partners Management, LLC is a Texas limited liability company that was formed in
November of 2015. The Firm’s indirect owners are Joseph Drysdale and Jeffrey Brownlow (the
“Principals”) who maintain their interests in Fifth Partners through Fifth Partners, LLC.
The Firm intends to provide investment advisory services to pooled investment vehicles (each a
“Fund,” and collectively, the “Funds”) through two affiliated relying advisers, Fifth Partners
Advisors (“FPA”), LLC (CRD No. 324339; SEC No. 802-127175) and Arch Energy Partners,
LLC (CRD No. 322548; SEC No. 802-126343) (“AEP”) (each, a “Relying Adviser”). Such
Relying Advisers and Fifth Partners Management, LLC, although organized as separate legal
entities, intend to conduct a single advisory business and register with the SEC under the concept
of umbrella registration as outlined in Form ADV instructions. Each Relying Adviser and Fifth
Partners Management, LLC are referred to herein, both individually and collectively as the context
may require, as “Fifth Partners” or the “Firm”.
The Funds are expected to 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 will not be registered under the Securities Act of 1933, as amended (the “Securities
Act”). Fifth Partners expects to provide discretionary investment management services to the
Funds in accordance with the applicable limited partnership agreement (or analogous
organizational document), investment 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, as the case may be, 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 will
primarily be made in (1) privately held companies located in the United States as well as elsewhere,
in the case of FPA (each such company is referred
to herein as a “Portfolio Company,” and
collectively, the “Portfolio Companies”), and (2) oil and gas interests, principally located in the
United States, in the case of AEP. Generally, the FPA will seek to invest in early-stage growth
companies, and AEP will broadly focus on cash flowing oil and gas interests.
Fifth Partners 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 will
generally delegate day-to-day management responsibilities for the Funds to Fifth Partners or
another Fifth Partners-affiliated entity (a “Management Company” and collectively the
“Management Companies”) but will 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 Fifth Partners 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 Fifth Partners shall also apply in respect of the General
Partners and Management Companies unless specifically noted.
Fifth Partners intends to provide 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 the Funds’ 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, Fifth Partners has $288,926,196 of regulatory assets under management
on a discretionary basis.