A. Advisory Firm Description
Chambers Energy Management, LP (“CEM”) has been in business since March 27, 2009. The
principal owner is J. Robert Chambers. As used in this brochure, “we,” “us” and “our” refer to
CEM and its investment advisory business, including CEM’s affiliates that serve as general partners
of CEM’s clients. CEM is a registered investment adviser and the affiliated general partners are
each registered as an investment adviser under the Investment Advisers Act of 1940, as amended
(the “Advisers Act”).
B. Types of Advisory Services
CEM provides portfolio management to affiliated private equity funds (collectively referred to
herein as the “Funds”) making credit and related investments in the energy sector. These Funds
include Chambers Energy Capital II, LP and Chambers Energy Capital II TE, LP (collectively,
“Fund II”), Chambers Energy Capital III, LP (“Fund III”), Chambers Energy Capital IV, LP
(Fund IV”), and Chambers Energy Capital V, LP (“Fund V”). CEM has provided, and may in the
future also provide (or agree to provide), certain investors or other persons the opportunity to
participate in co-invest vehicles that will invest in certain portfolio companies alongside a Fund.
Such co-invest vehicles would be expected to invest and dispose of their investments in the
applicable portfolio company at substantially the same time and on substantially the same terms as
the Fund making the investment. Allowing any co-investment generally reduces the amount of the
relevant investment opportunity that theoretically could have been taken by the relevant Fund, and
because co-invest opportunities generally appeal to Fund investors, CEM expects to be subject to
conflicts of interest in determining the amount of investment opportunity that should be allocated
to the relevant Fund.
The Funds are exempt from registration as “investment companies” under the Investment Company
Act of 1940, as amended (the “Investment Company Act”), and the regulations promulgated
thereunder. Interests in the Funds are offered only to qualified investors satisfying the applicable
eligibility and suitability requirements in private placement transactions globally. Investors in the
Funds are typically institutional investors and eligible high-net-worth individuals. The relationship
between CEM and each Fund is governed by the Advisers Act as well as the governing documents
of each Fund and the terms of investment advisory agreements executed between CEM and each
Fund.
C. Tailored Advisory Services
CEM tailors its advisory services to the investment strategies, specific terms and conditions of the
Funds,
as described in the private placement memoranda, limited partnership agreements, and other
governing agreements of each Fund. Investors in the Funds (generally referred to herein as
“investors” or “limited partners”) are generally expected to participate in the overall investment
program for the applicable Fund, although they may be excused from a particular investment due
to legal, regulatory or other applicable constraints.
These documents may include restrictions on investing in certain instruments or types of assets or
debt, including concentration limits and geographical restrictions. CEM has entered, and may in
the future enter, into side letters or other similar agreements with certain Fund investors that have
the effect of establishing rights under, supplementing or altering a Fund’s limited partnership
agreement or a Fund investor’s subscription agreement. Such rights or alterations may relate to
economic terms, fee structures or arrangements, excuse rights, information rights, co-investment
rights, or transfer rights. Certain such additional rights, terms or conditions may be elected by
certain sizeable investors with “most favored nations” rights pursuant to such side letters. Side
letters may also relate to strategic relationships under which an investor agrees to make
commitments to multiple Funds. Except where required by governing documents, other investors
will not receive copies of side letters or related provisions, and as a general matter, the other
investors have no recourse against a Fund, CEM, the relevant general partner or any of their
affiliates in the event that certain investors have received additional and/or different rights and/or
terms as a result of such side letters. Side letters subject CEM to potential conflicts of interest,
including in circumstances where an investor’s right to serve on the relevant Fund’s advisory
committee results in the investor receiving additional information relative to other investors. To the
extent an investor is subject to statutory or other limitations on indemnification, or otherwise
negotiates rights relating thereto, other investors may be subject to increased losses, or be required
to bear an increased portion of indemnification amounts. Please refer to each specific Fund’s private
placement memorandum and/or other offering materials for specific information regarding such
Fund.
D. Wrap Fee Programs
No wrap fee programs are currently in place.
E. Client Assets Under Management
As of December 31, 2023, CEM had approximately $1.78 billion of discretionary assets under
management. As of December 31, 2023, CEM did not manage any assets on a non-discretionary
basis.