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Adviser Profile

As of Date 06/04/2024
Adviser Type - Large advisory firm
Number of Employees 21 -4.55%
of those in investment advisory functions 13 -7.14%
Registration SEC, Approved, 3/30/2012
AUM* 12,081,896,000 -3.96%
of that, discretionary 12,081,896,000 -3.96%
Private Fund GAV* 12,140,375,000 -3.50%
Avg Account Size 223,738,815 -3.96%
SMA’s No
Private Funds 31
Contact Info 713 xxxxxxx
Websites

Client Types

- Pooled investment vehicles

Advisory Activities

- Portfolio management for pooled investment vehicles

Compensation Arrangments

- A percentage of assets under your management
- Performance-based fees

Recent News

Reported AUM

Discretionary
Non-discretionary
17B 14B 12B 10B 7B 5B 2B
2015 2016 2017 2018 2019 2020 2021 2022 2023

Private Funds



Employees

Private Funds Structure

Fund Type Count GAV
Fund TypePrivate Equity Fund Count31 GAV$12,140,375,000

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Brochure Summary

Overview

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”)
• NGP MR, LP (“Fund I GP”) 2007 M&R Follow-On Fund Management, LP (the “Follow-On Fund Adviser”)
• Midstream & Resources Follow-On Fund, L.P. (“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 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 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 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 AENO Co-Investment, LP and EMG AENO Holdings, LLC (collectively, the “EMG AENO Co-Investment Entities”)
• EMG Traverse Co-Investment, LP, EMG Traverse Offshore Co-Investment, LP and EMG Traverse Holdings, LLC (collectively, the “EMG Traverse Co-Investment Entities”)
• EMG Ascent Secondary Fund, LP (“EMG Ascent Secondary Fund”)
• EMG Fund III GP, LP (“Fund III GP”)
• EMG Ascent 2016 GP, LLC (“Ascent 2016 GP”)
• EMG AENO Co-Investment GP, LLC (“AENO GP”)
• EMG Traverse Co-Investment GP, LLC (“Traverse GP”)
• EMG Ascent Secondary Fund GP, LLC (“Ascent Secondary GP”) 2013 2016 2014 2015 2017 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 GP, LP (“Fund IV GP”) Adviser Name of Funds General Partner of Applicable Fund In business since
• 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 Spur Co-Investment, LP and EMG Fund IV Spur Holdings, LLC (collectively, the “EMG Fund IV Spur Co-Investment Entities”)
• EMG Fund IV PAA GP, LLC (“Fund IV PAA GP”)
• EMG Coronado Strategic GP, LLC (“Coronado Strategic GP”)
• EMG Fund IV Spur Co-Investment GP, LLC (“Fund IV Spur GP”) 2016 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
• 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 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
• 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 2019 2019 2019 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 shares an office in Houston, Texas. The Fund I Adviser has entered into an investment management agreement with Fund I and Fund I GP. 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 MW Utica Co-Investment Entities and MW Utica GP; (iii) the EMG Fund II Ascent Co- Investment Entities and Fund II Ascent GP; and (iv) 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; (ii) the EMG Ascent 2016 Entities and Ascent 2016 GP; (iii) the EMG AENO Co-Investment Entities and AENO GP; (iv) the EMG Traverse Co-Investment Entities and Traverse GP; and (v) EMG Ascent Secondary Fund and Ascent 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; and (iv) 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 MW Utica Co-Investment Entities, the EMG Fund II Ascent Co-Investment Entities, Iron Ore Phase 2 Co-Investment, the EMG AENO Co- Investment Entities, the EMG Traverse Co-Investment Entities, the EMG Ascent 2016 Entities, EMG Ascent Secondary Fund, the EMG Fund IV PAA Co-Investment Entities, Coronado Strategic, 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 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, AENO GP, Traverse GP, Ascent 2016 GP, Fund IV PAA GP, Ascent Secondary 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. 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. As of October 17, 2021, Fund V’s final closing date, Fund V had approximately $803 million in capital commitments. As of December 31, 2023, all of Fund I’s, Fund II’s, and Fund III’s capital was fully committed to the respective investments made by those Funds. As of December 31, 2023, 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 Follow-On Fund and Pallinghurst SPV as vehicles through which co-investors invested in certain portfolio companies. Follow-On Fund and Pallinghurst SPV are both managed by the Follow-On Fund Adviser. As of December 31, 2023, Follow-On Fund and Pallinghurst SPV had called approximately $102 million of $120 million in capital commitments, collectively. 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 December 31, 2023, 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 December 31, 2023, 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 December 31, 2023, Iron Ore Phase 2 Co-Investment had called all of approximately $38 million in capital commitments. 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 Adviser. As of December 31, 2023, 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 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 Adviser. As of December 31, 2023, 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 December 31, 2023, 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 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 Adviser. As of December 31, 2023, EMG Ascent Secondary Fund had called all of approximately $10 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 December 31, 2023, 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 December 31, 2023, Coronado Strategic had called all of approximately $124 million in capital commitments. 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 December 31, 2023, 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. As of December 31, 2023, the Fund V Accordion had called approximately $82 million of its approximately $109 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 December 31, 2023, 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 December 31, 2023, 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 December 31, 2023, 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 December 31, 2023, EMG Iron Ore Phase 3 (Q4 19) Co-Investment, LP had called all 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 December 31, 2023, EMG had approximately $12 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, who also serves as Chief Financial Officer, is assisted in compliance matters by EMG’s General Counsel, Deputy General Counsel, Controller, 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.