FIRM DESCRIPTION
Foundation Energy Management, LLC, a Texas limited liability company (“Foundation,” “we,” “our” or “us”), was
organized in 2005. We provide investment management and other services to our affiliated private pooled investment
funds (the “Funds”) with respect to direct and/or indirect investments in oil and natural gas properties and assets,
including working interests and net profits interests. These Funds include Foundation Energy Fund II, L.L.C.,
Foundation Energy Fund III-A, L.P., Foundation Energy Fund III-B, L.P., Foundation Energy Fund IV-A, L.P.,
Foundation Energy Fund IV-B, L.P., Foundation Energy Fund V-A, L.P., Foundation Energy Fund V-B, L.P.,
Foundation Energy Fund V-B Core, L.P., Foundation Energy Fund VI-A, L.P., and Foundation Energy Fund VII–A,
L.P.. We also provide certain general and administrative services such as accounting, insurance, payroll and employee
benefits to Foundation Renewable Energy Company, LLC (“FREC”), an affiliate of Foundation Energy Company,
LLC, our sole member.
Our investment advice is provided in accordance with the investment objectives and strategies described in the
applicable offering and governing documents of the Funds, and the information in this brochure is qualified in its
entirety by the information set forth in such documents.
Certain of our affiliates will rely on our investment adviser registration instead of separately registering as investment
advisers with the Securities and Exchange Commission (the “SEC”). See Item 10. Except as the context otherwise
requires, any reference to “we,” “us,” or “our” in this document includes Foundation Energy Management, LLC and
any affiliates relying on our registration.
PRINCIPAL OWNERS
Our sole member is Foundation Energy Company, LLC. Eddie W. Rhea, P.E., our President and Chief Executive
Officer, owns over 25% of the membership interests of Foundation Energy Company, LLC.
TYPES OF ADVISORY SERVICES
We provide investment management and supervisory services to the Funds with respect to direct and/or indirect
investments in oil and natural gas properties, including working
interests, net profits interests and related assets. We
also provide advisory services with respect to derivatives and other financial instruments in an attempt to offset risks
relating to fluctuations in oil and natural gas prices. We do not provide investment advice with respect to any other
types of investments that may be deemed to be securities for purposes of the Investment Advisers Act of 1940, as
amended (the “Advisers Act”). We and/or our affiliates have full discretionary power and authority with respect to
the investment of each Fund’s assets, including the location, acquisition, management and liquidation of investments.
We generally serve as the named operator of oil and gas properties, including certain working interests owned by the
Funds (and from which net profits interests are carved).
We provide investment management services solely with respect to the Funds, and no investor or prospective investor
should look to us or our affiliates for advice regarding any of its own investment decisions, including any decision to
invest in the Funds. Accordingly, we treat the Funds, and not any of the investors in the Funds, as our “clients” for
purposes of the Advisers Act and other applicable laws and regulations, to the extent permitted under such laws.
Among other things, this generally means that disclosures required to be made by us to our clients are made to the
Funds, and not to the investors, and that necessary consents may be given by us and/or our affiliates on behalf of the
Funds and their investors. See Item 8 below.
INVESTMENT RESTRICTIONS
We provide investment advice to each Fund in accordance with the investment objectives and strategies set forth in
the applicable offering and governing documents, and not in accordance with the individual needs or objectives of any
particular investor in that Fund. Investors are not permitted to impose restrictions or limitations on the management
of the Funds.
ASSETS UNDER MANAGEMENT
As of December 31, 2023, we had approximately $363,565,078 in regulatory assets under management. All of these
assets were managed on a discretionary basis.