A. Background and Principal Owners
Five Point Energy LLC (“Five Point” or “Manager”), founded in 2011, operates as an energy-
focused investment management firm targeting energy assets within the North American midstream energy
infrastructure sector. Five Point is headquartered in Houston, Texas and is principally controlled and
managed by David Capobianco and Matthew Morrow (the “Principals”). Five Point currently provides
discretionary investment advisory and management services for private equity funds:
• Five Point Energy Fund I LP (“Fund I”)
• Five Point Energy Fund I-A LP (“Fund I-A”)
• Five Point Energy Fund I-B (“Fund I-B”)
• Five Point Energy Fund I-C LP (“Fund I-C”)
• Five Point Energy Fund II LP (“Fund II”)
• Five Point Energy Fund II-A LP (“Fund II-A”)
• Five Point Energy Fund II-B LP (“Fund II-B”)
• Five Point Energy Fund III LP (“Fund III”)
• Five Point Natural Gas Yield Fund I LP (“Yield Fund”)
(each a “Fund” and, collectively, the “Funds”). Five Point’s managed investment vehicles will typically
be formed as limited partnerships with affiliate(s) of Five Point acting as the general partners.
B. Types of Advisory Services
Currently, Five Point provides investment advisory and management services to the Funds.
As described in more detail in each Fund’s private placement memoranda, management agreements
and partnership agreements (the “Governing Fund Documents”), Fund I, Fund II, Fund III, and Yield Fund
were each formed to seek long-term capital appreciation through one or more investments in the midstream
energy infrastructure sector in the United States and Canada.
Five Point’s investment advisory services to the Funds include sourcing, investigating, analyzing,
structuring and negotiating potential investments, monitoring the performance of portfolio companies, and
advising the Funds as to disposition opportunities. Five Point tailors its advisory services to each Fund in
accordance with each Fund’s investment strategy, as disclosed in each Fund’s Governing Fund Documents.
Additional specific details of the Manager’s advisory services are set forth in the applicable Fund’s
Governing Fund Documents and are further described below in Item 8, “Methods of Analysis, Investment
Strategies and Risk of Loss.”
Limited partner interests in the Funds are not registered under the Securities Act of 1933, as
amended (the “Securities Act”), and the Funds are not registered under the Investment Company Act of
1940, as amended (the “Investment Company Act”). Accordingly, interests in the Funds are offered and
sold exclusively to Investors satisfying the applicable eligibility and suitability requirements for private
transactions applicable to each Fund.
Five Point may invest alongside strategic, financial or other third party co-investors, and may offer
to certain of the Funds’ investors (the “Investors”) or other persons the opportunity to participate in co-
invest vehicles that will invest in certain portfolio companies alongside the Funds. As of the date of this
filing, the only five such co-invest vehicles established by Five Point are Fund I-A, Fund I-B, Fund I-C,
Fund II-A, and Fund II-B. The fee structure of a co-invest vehicle will typically differ from that of the
principal investing Fund. Such co-invest vehicles typically invest and dispose of their investments in the
applicable portfolio company at the same time and on the same terms as the respective Funds. Additional
information surrounding conflicts of interest with respect to co-invest vehicles are further described below
in Item 10 -- Other Financial Industry Activities and Affiliations.
C. Tailoring of Advisory Services
As noted in Item 4(B) above, Five Point will tailor the advisory services provided to each Fund to
meet the investment strategy set forth in each Fund’s Governing Fund Documents. However, Five Point
will not tailor its advisory services to the needs of the individual Investors, and Investors may not impose
restrictions on the securities or types of securities in which each Fund invests.
D. Wrap Fee Programs
Five Point does not offer or participate in wrap fee programs.
E. Assets Under Management
As of December 31, 2022, Five Point advises $3,563,971,583 assets under management on a
discretionary basis. Five Point does not manage any client assets on a non-discretionary basis.