For purposes of this Brochure, the “Adviser” or “ArcLight” means ArcLight Capital Partners, LLC,
a Delaware limited liability company, together (where the context permits) with its affiliated general
partners (or entities serving in an analogous capacity) (each, a “General Partner”) of the Funds (as
defined below) and other affiliates that provide advisory services to and/or receive Advisory Fees (as
defined below) from the Funds. Such affiliates are generally under common control with ArcLight
Capital Partners, LLC, and possess a substantial overlap of personnel and/or equity owners with
ArcLight Capital Partners, LLC. These affiliates are typically formed for tax, regulatory or other
purposes in connection with the organization of the Funds or serve as General Partners of the Funds.
The Adviser provides investment supervisory services to investment vehicles (including any parallel
funds thereto, the “Main Funds”) 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 has been in business since 2001.
The Adviser from time to time also establishes other investment vehicles for the purpose of purchasing
one or more investments from a Fund (often where the selling Fund is approaching the end of its term)
in connection with or alongside another Fund making an investment (each, a “Continuation Vehicle”).
The Adviser also, from time to time, establishes, on a transaction-by-transaction basis, certain
investment vehicles through which certain persons have committed to invest alongside one or
more Main Funds in a particular investment opportunity (each such vehicle, a “Co-Investment
Vehicle”). Co-Investment Vehicles are typically limited to investing in securities relating to the
transaction with respect to which they were organized, and will, in certain instances, exit their
investments in a particular investment opportunity at substantially the same time and on substantially
the same terms as the applicable Fund(s) that are also invested in that investment opportunity.
Additionally, ArcLight organizes and serves as General Partner (or in an analogous capacity) to
certain other “feeder” vehicles (each such vehicle, a “Feeder Vehicle”) organized to invest exclusively
in a Main Fund.
The Main Funds,
the Continuation Vehicles and Feeder Vehicles are each referred to as a “Fund” and
are collectively referred to as the “Funds.”
The Funds make primarily long-term private equity and equity-related investments, as well as
investments in debt instruments. In accordance with each Fund’s respective investment objectives as
set forth in its Governing Documents (as defined below), investments are generally made in North
American energy and/or energy infrastructure-related assets and companies. 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. ArcLight generally serves as
the investment adviser and/or General Partner to the Funds in order to provide such services.
The Adviser provides investment supervisory services to each Fund in accordance with separate
investment and advisory, investment management or portfolio management agreements (each, an
“Advisory Agreement”), limited partnership agreement (or analogous organizational document),
offering documents and/or side letter or similar agreements with certain of the Fund’s investors (such
documents and agreements collectively, the “Governing Documents”) of such Fund. To the extent
permitted by applicable law, side letter or similar agreements may grant certain investor-specific
rights, benefits or privileges that are not offered to investors generally. For more detail regarding side
letters and similar agreements, please see “Side Letter Agreements; Board of Advisers Rights” in Item
11 below.
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 Governing Documents of the applicable Fund. Investment
restrictions for the Funds, if any, are generally established in the Governing Documents of the
applicable Fund.
ArcLight does not participate in any wrap fee programs.
The indirect principal beneficial owner of ArcLight Capital Partners, LLC is Daniel R. Revers. As
of December 31, 2023, the Adviser manages a total of $8,039,616,199 of client assets, all of which is
managed on a discretionary basis.