A. Advisory Firm
Adviser is a Delaware limited liability company that commenced operation on November 18, 2010 and is
owned and controlled by EIG Asset Management, LLC (“EIG Asset Management”), which is ultimately
controlled by R. Blair Thomas and Randall S. Wade. Prior to January 1, 2011, Adviser was known as the
Energy and Infrastructure Group of Trust Company of the West, and has since continued its now 40-year
history of energy and energy-related infrastructure investing.
For a variety of operational, legal and regulatory reasons, Adviser conducts its advisory business through
a group of related advisers, including EIG Credit Management Company, LLC, which are also registered
as relying investment advisers under Adviser’s registration (“Relying Advisers”).
1 Unless otherwise
indicated, any references to “Adviser” hereinafter refer collectively to EIG Management Company, LLC,
its Relying Advisers, and its affiliated general partners or investment managers of the Private Funds
and/or Managed Accounts (as each term is defined below). Adviser and its Relying Advisers, although
organized as separate legal entities, conduct a single advisory business (typically under the name “EIG”).
Each of the Adviser and its Relying Advisers is subject to the same compliance policies and procedures
and Code of Ethics, including the Investment Allocation Policy described in Item 6.
EIG Asset Management and FS Investments (“FS”) formed FS/EIG Advisor, LLC (“JV Adviser”), which
is a registered investment adviser with the SEC. JV Adviser is a joint venture between EIG Asset
Management and FS currently dedicated to managing the FS Energy & Power Fund (“FSEP”), a non-
diversified, closed-end management investment company that has elected to be regulated as a business
development company under the Investment Company Act of 1940, as amended (the “Investment
Company Act”). JV Adviser may provide investment advisory services to other clients in the future.
Additional information relating to JV Adviser is available in its Form ADV Part 1. Certain of EIG’s and
FS’s advisory personnel will spend a portion of their business time working or performing services on
behalf of JV Adviser to provide investment advisory services to FSEP.
B. Specialization
Adviser has a long history and extensive experience investing in the energy and energy-related
infrastructure sector. Adviser specializes in investing across the capital structure of energy and energy-
related infrastructure projects and companies throughout the energy value chain on a global basis.
Throughout its history, Adviser has established investment vehicles including, among others, commingled
private investment funds, single investor funds, co-investment vehicles, separately managed accounts, joint
ventures, collateralized loan obligations, and other structured investment vehicles to focus on the different
segments of the capital structure. The investment vehicles established by Adviser are currently organized
across three investment strategies, all focused on the global energy and energy-related infrastructure
sectors: (i) the Flagship Funds and related funds and accounts, which are focused on the middle of the
capital structure, including hybrid debt and structured equity investments, often with “equity kickers;” (ii)
the Direct Lending Platform, consisting of the Global Project Fund Series and related funds and accounts,
which invest in the most senior segment of the capital structure, including direct origination of senior
secured loans and syndicated and actively traded loans or securities; and (iii) the Strategic Investments
Platform, which includes funds and accounts that pursue control or near-control equity investments.
1 Relying Advisers include: EIG Credit Management Company, LLC, EIG Asset Management, LLC, EIG Funds
Management, LLC, EIG Global Energy (Asia) Limited, EIG Global Energy (Australia) Pty Ltd., EIG Global Energy
(Europe) Limited, EIG Global Energy (Brasil) Representações Ltda, EIG Global Energy Korea, Limited, and EIG
Harbour Energy Advisor, L.P.
C. Advisory Services
Private Funds
Adviser generally provides investment advisory services with respect to private pooled investment vehicles
and related parallel investment vehicles (each, a “Private Fund”). The Private Funds are typically U.S.
and non-U.S. limited partnerships and other investment vehicles that are not registered or required to be
registered under the Investment Company Act and whose securities have not been registered under the
Securities Act of 1933, as amended (the “Securities Act”).
Adviser, from time to time as permitted by the relevant Governing Agreement(s) (as defined below), and to
the extent it deems advisable in its sole discretion, expects to provide co-investment opportunities to certain
investors or other persons, including, but not limited to, limited partners or prospective limited partners,
Managed Account (as defined below) clients, FSEP, strategic investors, other sponsors, market participants,
finders, consultants and other service providers, Adviser’s officers, employees, or other persons or entities
associated with Adviser or its affiliates (“Potential Co-Investors”). In connection therewith, Adviser may
sponsor and manage investment vehicles on a transaction-by-transaction basis to allow certain investors or
other persons to invest alongside one or more Private Funds in specific portfolio companies and other assets
of the Private Funds (each such vehicle, a “Co-Investment Fund”). Co-Investment Funds are typically
limited to investing in securities relating to the transaction or transactions with respect to which they were
organized. As a general matter, any co-investment by a Co-Investment Fund in a portfolio company or other
asset will be on terms and conditions not more favorable than the terms and conditions of the investment by
the applicable Private Fund, and will generally not pay any Management Fees or Carried Interest (as such
terms are defined below). Adviser is not obligated to offer Private Fund investors any opportunity to invest
in any Co-Investment Fund and Adviser may select investors for Co-Investment Funds in its sole discretion.
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 Private Fund making the investment. However, from
time to time, for strategic and other reasons, a Co-Investment Fund or other Potential Co-Investor can
purchase a portion of an investment from one or more Private Funds after such Private Funds have
consummated their investment in the portfolio company (also known as a post-closing sell-down or transfer),
which generally will have been initially funded through Private Fund investor capital contributions and/or
use of a Private Fund credit facility. Any such purchase from a Private Fund by a Co-Investment Fund or
other Potential Co-Investor is typically previously contemplated at the time the initial investment is made
and generally occurs shortly after the Private Fund’s completion of the investment to avoid any changes in
valuation of the investment, but in certain instances could be well after the Private Fund’s initial purchase.
Where appropriate, and in Adviser’s sole discretion, but at all times subject to the terms of the applicable
Governing Agreements (as defined herein), Adviser reserves the right to charge interest
on the purchase to
the Co-Investment Fund or other Potential Co-Investor (or otherwise equitably to adjust the purchase price
under certain conditions), and to seek reimbursement to the relevant Private Fund for related costs. However,
to the extent such amounts are not so charged or reimbursed, they generally will be borne by the relevant
Private Fund. See Item 6 for a discussion of factors that Adviser considers when determining to offer co-
investment opportunities.
An affiliate of Adviser and registered broker-dealer, EIG Global Energy Partners Capital Markets, LLC
(“EIG Capital Markets”), expects to serve as placement agent for compensation in connection with capital-
raising transactions relating to Adviser’s advisory business and/or in connection with or on behalf of
unaffiliated third parties.
Adviser may also sponsor and manage certain other entities which are “feeder” vehicles organized to invest
exclusively in a Private Fund and/or special purpose vehicles (“SPVs”) that have been formed to facilitate
portfolio investments by the Private Funds or their investors for tax, regulatory and/or economic purposes.
These “feeder” vehicles can be structured as single-investor funds and are structured separately based on
the needs of the particular investor.
An unaffiliated third party alternative investment fund manager licensed with the Luxembourg Commission
de Surveillance du Secteur Financier (the “CSSF”) has delegated portfolio management services to the
Adviser with respect to the management of a Private Fund that is domiciled in Luxembourg.
As investment manager or portfolio manager to each Private Fund, Adviser identifies investment
opportunities and participates in the acquisition, management, monitoring and disposition of investments
for each Private Fund. Adviser will manage and provide investment advisory services to each Private Fund
pursuant to, and based on the investment objectives and investment restrictions set forth in, the investment
management agreement (“Management Agreement”), limited partnership agreement and/or confidential
offering memorandum of a Private Fund (collectively, the “Governing Agreements”) and in any other
written materials furnished from time to time by a Private Fund to Adviser or its investors. Such restrictions
can be waived in certain cases with the consent of the applicable Private Fund’s advisory committee, if
any, in accordance with such Private Fund’s Governing Agreements. A Private Fund’s advisory committee
consists of representatives from investors in such Private Fund who are not affiliated with Adviser.
Investment advice is provided directly by Adviser to the Private Funds, and not individually to the investors
of the Private Funds. Investors in the Private Funds participate in a Private Fund’s overall investment
program and portfolio, subject to Adviser’s ability to excuse an investor from participating in an investment
due to tax, legal, investment policy, or as contractually agreed.
Adviser will, at its discretion, enter into side letters or other similar agreements with certain investors. Such
side letters have the effect of establishing rights (including economic or other commercial terms) under or
altering or supplementing the Private Fund’s Governing Agreements.
All descriptions of the Private Funds in this brochure, including, but not limited to, their investments, the
strategies used in managing the Private Funds, the fees and other costs associated with an investment in the
Private Funds, and conflicts of interest faced by Adviser in connection with management of the Private
Funds are qualified in their entirety by reference to the relevant Private Fund’s respective Governing
Agreements.
Persons reviewing this brochure should not construe this brochure as an offering of any of the Private Funds
described herein, which will only be made pursuant to the delivery of a confidential offering memorandum
to prospective eligible investors.
Managed Accounts
Adviser also manages separately managed accounts (collectively, “Managed Accounts”) based on each
applicable investor’s circumstances, needs and investment objectives and pursuant to a Management
Agreement with each such investor or Managed Account, which includes certain investment restrictions
that are agreed between the Adviser and the investor.
Adviser generally offers advice regarding investments in private companies which are not publicly traded.
For Adviser’s private investments, such investments will generally be illiquid and may not be easily
liquidated and are generally “fair valued,” which can vary substantially from any values actually realized
upon the disposition of the securities. Adviser also provides advice regarding publicly traded securities.
Adviser generally also offers advice regarding investments in assets related to the energy and energy-
related infrastructure sector, some of which constitute real estate or fixtures under applicable law, such as
pipelines, transmission lines, mineral and mining projects, oil rigs, ports, oil and gas gathering and
processing systems, and active and passive energy generating facilities.
The Private Funds, Co-Investment Funds and Managed Account clients, as may be applicable, are
collectively referred to herein as “Clients.” The Private Funds’ and Co-Investment Funds’ Governing
Agreements and the Managed Accounts’ Management Agreements referenced herein may be referred to
collectively as “Organizational Documents.”
Environmental, Social, and Governance (“ESG”) Considerations
The Adviser has adopted an ESG and Climate Policy to seek to promote and encourage practices and
performance related to ESG factors for both its own operations and the operations of the entities in which
it invests on behalf of certain Clients. In furtherance of the objectives of the ESG and Climate Policy, the
Adviser has established an ESG Committee which serves as a forum for firm-wide broad ESG
considerations.
The ESG Committee has primary responsibility for the assessment of the ESG factors of investments made
for applicable Clients, which generally include the consideration of ethical and business conduct, social
integrity and respect for employees, contractors and communities, and environmental protection. The ESG
and Climate Policy is designed to provide the framework for the Adviser to critically evaluate ESG-related
risks and opportunities germane to a specific investment and to seek to ensure potentially material risks
that are identified during due diligence are reviewed by the ESG Committee.
The Adviser is a signatory to the UN Principles for Responsible Investment (“UN PRI”) and has undertaken
to incorporate the consideration of ESG factors, as identified by UN PRI, into the Adviser’s investment
analysis and decision‐making process, where applicable. The Adv
iser is a member of Initiative Climat
International, N.A. (“iCI”), a supporter of the Taskforce for Climate Related Financial Disclosure
(“TCFD”), and is committed to the Partnership for Carbon Accounting Financials (“PCAF”). Pursuant to
its commitment to PCAF, the Adviser will take reasonable actions to measure and disclose the greenhouse
gas emissions associated with investments in accordance with PCAF’s Global GHG Accounting and
Reporting Standard for the Financial Industry.
D. Wrap Fee Programs
Not applicable.
E. Assets Under Management (as of December 31, 2022)
Discretionary: $20,947,456081
Non-Discretionary: $615,747,053