Private company
Mountain Capital Management, LLC
American company, incorporated in Delaware. Summary from the record
Last updated Oct 21, 2026.
Overview
- HeadquartersDE1
Corporate structure
Mountain Capital Management, LLC sits at the top of its group. 2 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Mountain Capital Management, LLC
- Samuel Woong Oh Owns 75% or more of Mountain Capital Management, LLC, since 09/2015 (Form ADV)
- Mountain Capital Management, LLC DE
- BKV Corp Stake · Denver, Colorado
Built from major holders from Schedules 13D and 13G; stakes of 5% or more it reported on Schedules 13D and 13G (1 companies); owners and owned firms from Form ADV, the registration investment advisers file with the SEC. Each entity in the chart links to its source.
Investment adviser
Mountain Capital Management, LLC is registered with the SEC as an investment adviser. This is what it reports on Form ADV, the registration every adviser files and keeps current.
- Assets it manages$1.4B2 12 accounts, all with discretion
- Employees8 5 in investment advice or research
- ClientsPooled investment vehicles (other than investment companies and: 12 ($1.4B)
- How it is paidA percentage of assets under its management; Performance-based fees; Other: BUDGET-BASED FEE
- What it doesPortfolio management for pooled investment vehicles (other than investment companies)
- Holds client assetsYes: cash and securities
- RegistrationSEC 801-106782, CRD 281465 IAPD record
Who owns it
Owners of 5% or more as the firm lists them (Schedule A), and the owners of those owners up the chain (Schedule B).
- Samuel Woong Ohowns 75% or more, since 09/2015
In its own words: the client brochure
Form ADV Part 2A, the plain-English document an adviser must give its clients, quoted as filed 3/31/2026.3 It covers the firm’s services, fees, investment strategies and their risks, and its conflicts of interest.
Item 4: Advisory business Services
Mountain Capital Management, LLC (the “Management Company”), a Delaware limited liability company, is a private investment management firm focused on making investments in the energy industry on behalf of its investment advisory clients, which currently consist of multiple private investment funds (each, a “Fund” or “Client,” and together with related parallel funds, feeder funds, alternative investment vehicles, co-investment vehicles and other related entities, and any future private investment vehicles to which the Management Company and its affiliates provide investment advisory services, the “Funds” or “Clients”). The Management Company and its affiliates (collectively, “Mountain Capital”), including (but not limited to) the general partners of the Funds (collectively, together with any future affiliated general partner entities the “General Partners”), provide investment supervisory services to the Funds. Each General Partner is deemed to be a registered investment adviser under the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”) (and relies on the Management Company’s registration) in accordance with SEC guidance. The Management Company and the General Partner, collectively, (the “Advisers”) operate as a single investment advisory firm and under common control. The Advisers currently provide investment advisory services to multiple vintage year Funds. Coinvestment vehicles are organized by the Advisers to co-invest with primary Funds and/or their related Funds in one or more portfolio investments of such Funds. Investors in such co-investment vehicles include Fund investors as well as other third parties. The Advisers expect in the future to provide investment advisory services to additional investment advisory clients, including private investment funds and one or more separately managed accounts. The Funds make investments in private equity and, in certain instances, other equity and debt securities of public and private issuers (including securities convertible into equity and debt securities), derivative instruments and any other financial instruments or assets that the Advisers believe may help achieve the Fund’s respective investment objectives. Any future Funds and/or other investment advisory clients are expected to have similar investment objectives but could differ. Pursuant to each Fund’s limited partnership agreement or similar governing document (each, an “Operating Agreement”), the Advisers have the authority to manage the business and affairs of the Funds. The Advisers’ advisory services consist of investigating, identifying and evaluating investment opportunities, structuring, negotiating and making investments on behalf of the Funds, managing and monitoring the performance of such investments and disposing of such investments. Such services are detailed in the applicable disclosure documents, Operating Agreements and other governing agreements for the applicable Fund (collectively, the “Fund Documents”) and are further described below under “Methods of Analysis, Investment Strategies and Risk of Loss.” While each Operating Agreement is subject to negotiation by Fund investors, once committed to a Fund, Fund investors participate in a Fund’s overall investment program and generally cannot withdraw their capital or impose any limitations on the Advisers’ ability to manage a Fund, although certain investors in certain circumstances are excused from participating in a particular investment due to legal, regulatory or other applicable constraints in accordance with the provisions of the applicable Fund Documents or pursuant to other contractual rights included in the applicable Fund Documents. For example, investors in certain Funds have certain optout rights with respect to such Funds’ respective investments, as detailed in the Fund Documents for such Funds. Such arrangements generally do not and will not create an adviser-client relationship between the Advisers and any investor. Each Fund or Adviser generally enters into letter agreements, parallel
investment agreements, other co-investment agreements or other similar agreements (collectively, “Side Letters”) with certain investors that have the effect of establishing rights under, altering or supplementing the Operating Agreement for a particular Fund, including providing informational rights, co-investment rights, addressing regulatory matters, varying economic rights (including fees and carried interest), or providing other specialized rights and benefits with respect to such investors. The Management Company commenced operations in September 2015, and as of December 31, 2025 has $1,368,541,949 in client regulatory assets under management. The principal owner of the Management Company is Samuel Oh.
Item 5: Fees and compensation Fees
In general, with the exception of co-investment vehicles (which typically do not bear any management fees or carried interest), as compensation for investment supervisory services rendered to the Fund, the Advisers are paid an annual management fee (“Management Fee”) and a carried interest from the Fund. None of the co-investment vehicles advised by the Adviser existing as of the date hereof bears any management fees or carried interest; however, the Adviser reserves the right to create future coinvestment vehicles on different terms. The Advisers or their affiliates are permitted to receive additional compensation in connection with management and other services performed for Fund portfolio investments (e.g., monitoring or other fees) and all or a portion of such additional compensation generally will offset the Management Fees otherwise payable to the Advisers. In addition, investors bear additional expenses and fees as set forth in the applicable Fund Documents. Investors should review the Fund Documents for the applicable Fund for details regarding the fee structures summarized below. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the applicable Fund Documents. Management Fees Management Fees for a Fund that pays management fees will be paid as set forth in the Fund Documents for such Fund and, with the notable exception of Mountain Capital Partners LP and its related parallel fund (collectively, “Fund I”), is typically composed of a fee based on a percentage of aggregate capital commitments. With respect to Fund I, the Management Fee is based on the Advisers’ projected operating budget for the applicable period. Where the Fund Documents calculate Management Fees based on the amount of capital commitments or the amount of investment contributions, the Management Fee will be calculated and charged on a basis that generally is not tied to the Fund’s then-current net asset value. As further specified in the relevant Fund Documents, Management Fees will initially generally be charged based on a formula tied to the amount of the relevant Fund’s aggregate commitments. However, after a certain date specified in the relevant Fund documents, a Fund’s Management Fee generally will be charged and calculated based on a formula tied to the amount of contributed capital or the cost basis of investments made by the relevant Fund. As a result, except where the Fund Documents expressly provide to the contrary, the amount of Management Fees generally will not correspond with fluctuations in the Fund’s net asset value, including where the fair market value of an investment exceeds or falls below the total amount of contributed capital or the cost basis relating to such investment. Therefore, the Management Fee generally will not be
reduced in connection with any partial distributions, partial realizations, reorganizations and write downs except as required by the relevant Fund Documents. As a general matter, Management Fees will be payable during term extensions unless otherwise agreed with investors. The Management Fee for a Fund will typically be reduced upon a successor fund commencing to pay Management Fees. The Management Fee for a Fund is typically paid quarterly in advance. Installments of the Management Fee payable for any period other than a full fiscal quarter period will be proportionately adjusted to the extent provided in the Fund Documents for the applicable Fund. As set forth in the relevant Fund Documents, a Fund’s Management Fee is reduced, although not below zero, by a portion of directors’ fees, transaction fees, topping fees, break-up fees and success fees or certain other fees paid to the Advisers and certain of their affiliates. In certain instances, the Fund Documents allow the General Partner to waive or agree to reduce the Management Fee for one or more investors without waiving or reducing it for all investors. In certain instances, the General Partner of a Fund has waived or reduced, and expects in the future to waive or reduce, the Management Fee for certain investors in relation to their respective investments in such Fund. Such investors include employees and/or other persons related to the Advisers as well as third party investors not related to the Advisers. The Fund Documents set forth the full list of terms under which a Fund’s Management Fee will be reduced, offset or otherwise be limited, and consequently investors should expect to bear the full specified Management Fee in the relevant Fund Documents until they are reduced in the circumstances and on the date(s) specified therein. The Advisers and their respective personnel can be expected to receive certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on behalf of the Funds that will neither be subject to an offset against any Management Fees payable to the Funds nor will otherwise be shared with the Funds, investors and/or portfolio investments. For example, airline travel or hotel stays incurred as Fund or account expenses typically result in cash rebates, “miles,” “points” or credit in loyalty/status programs, and such benefits and/or amounts will, whether or not de minimis or difficult to value, inure exclusively to the Advisers and/or such personnel (and not the Funds, investors and/or portfolio investments) even though the cost of the underlying service is borne by the Funds, investors and/or portfolio investments. Carried Interest As noted above, with the exception of co-investment vehicles (which typically do not pay carried interest), the General Partner is entitled to receive a carried interest for each Fund as set forth in the Fund Documents for such Fund. The carried interest for a Fund is a specific percentage of all realized profits in excess of a preferred return and related general partner catch-up, as more fully described in the Fund Documents of such Fund. In certain instances, the General Partner of a Fund has reduced, and expects in the future to reduce, the carried interest it is entitled to receive in respect of certain investors. Such investors include employees and/or other persons related to the Advisers as well as third party investors not related to the Advisers. Unless otherwise provided in the Fund Documents for a particular Fund, the carried interest distributed to each Fund’s General Partner is generally subject to a potential clawback at the end of the applicable Fund’s life if the applicable Fund General Partner has received excess cumulative carried interest distributions.
Other Fees and Expenses The Funds are generally expected to invest on a long-term basis. Accordingly, investment advisory and other fees are expected to be paid, except as otherwise described in any applicable Fund Documents, over the term of the Fund and investors generally are not permitted to withdraw from or redeem interests in the Fund. Principals or other employees of the Advisers and their affiliates, and Operating Partners and Senior Advisors, receive a portion of the Management Fee, carried interest or other compensation received by the Advisers or their affiliates. In addition, an Adviser may exempt certain Fund investors, including the Advisers and their affiliates, from payment of all or a portion of any applicable Management Fees and/or carried interest. In addition, a Fund portfolio investment, a Fund on behalf of a prospective portfolio investment or any of their respective affiliates are expected from time to time to retain Operating Partners or Senior Advisors to provide services to or in respect of a Fund or any portfolio investment or prospective portfolio investment of a Fund. Operating Partners and Senior Advisors are entitled to retain arm’s length marketbased fees and other compensation received from a portfolio investment or from a Fund on behalf of an existing or prospective portfolio investment, and any such fees or compensation will not reduce the Management Fee. Such fees and compensation include, without limitation, cash fees, a per diem or project based retainer or fee, monthly fee, performance fee, discretionary bonuses (whether or not based on pre-determined milestones), profits, participation or equity interest in a portfolio investment (the terms of which will be different than the profits or equity interest owned by the Fund) or other incentive-based compensation. Compensation in the form of profits or equity interests in a portfolio investment generally has a dilutive impact on the Fund’s investment, and has the potential to result in economic effects greater than the original amount of compensation. For purposes hereof, (i) “Operating Partners” means either full-time or part-time professionals that serve on the Advisers’ investment committee and in the future could have responsibilities such as maintaining daily interaction with portfolio investment management teams, taking on temporary management responsibility at companies on an as-needed basis and having a role in opportunity sourcing and (ii) “Senior Advisors” means a person who serves on the Advisers’ investment committee for a particular Fund and perform functions similar to a director on a board of directors, with primary responsibilities to assist in the investment decision process and offer strategic guidance to the applicable Fund. To the extent set forth in greater detail in the applicable Fund Documents (and at all times subject to the applicable provisions contained therein), in addition to the Management Fee, a Fund will typically pay all other fees, costs and expenses attributable to the Fund’s operation and activities, including but not limited to fees, costs, expenses and liabilities related to the following: (i) management, conduct and operation of the Fund and its business or otherwise attributable to the existence of the Fund and its related entities; (ii) sourcing, finding, investigating, analyzing, negotiating, acquiring, monitoring, holding, selling, exchanging or otherwise disposing of prospective and actual investments, including private placement fees, third party legal, accounting, auditing, investment banking, third-party industry and/or due diligence experts, finders, originators, other third-party out of pocket expenses, consulting fees, communications and reasonable travel fees, costs and expenses incurred by personnel of the Advisers and/or third party service providers (including first or business class travel for long distances and private air travel in certain instances in accordance with Fund Documents); (iii) third party legal, auditing, consulting, accounting, valuation, regulatory compliance, data provider services (including management systems and software), custodians and administrators; (iv) meetings of the Advisory Committee and the
Item 8: Methods of analysis, investment strategies and risk of loss Investment strategies and risks
Methods of Analysis and Investment Strategies The Management Company provides day-to-day investment advisory services to the Funds, subject to the supervision of the applicable Fund’s General Partner. Each Fund’s investment committee (“Investment Committee”) has ultimate decision-making authority for such Fund. The Advisers’ general investment methodology is described below. Investors should refer to the applicable Fund Documents for further information regarding investment strategies employed for a specific Fund. The Advisers seek investment opportunities in private equity. Prior to making an investment, the Advisers carry out extensive analysis of a target investment. The Advisers generally focus their analysis on small and middle market energy companies and on energy assets located in the United States and Canada. Any expenses incurred in connection with the analysis of a target investment are borne by the Funds. The Advisers’ philosophy is generally to approach each investment as co-owners and principals with the management team to execute operational and strategic change. The Advisers do so through a collaborative approach with senior management focusing on corporate strategy, merger and acquisition activity, operational discipline, and financial structuring. The Advisers do not typically seek to run day-today operations. In all cases, the Advisers attempt to closely align the interests of management with the applicable Fund’s interests. Competitive Position. Often at the heart of strategic due diligence is a thorough analysis of each competitor’s relative cost position, market and segment shares, technology, management, financial capability, and implicit future strategy. Cost Analysis. The Advisers seek to break down a business’s cost structure into elements, which are driven by common factors, referred to as “cost drivers.” Prepared with an understanding of the factors that will drive a business’s cost position, actions can be targeted that will reduce costs and improve margins, eliminate unnecessary costs, and build sustainable advantage and value. Capabilities and Assets. Generally, a business enjoys, or can develop, distinctive capabilities that set it apart from other participants in its industry. The value and potential of these capabilities can be measured. These capabilities may include design and operational expertise, attractive oil and gas minerals, geological and engineering knowledge, and technology.
Management. The Advisers evaluate members of the management team, work to ensure economic incentives post-closing are aligned with the business plan, and take steps to support the management team. Harvest Analysis. Before making an investment, the Advisers explore alternative options for future liquidity. Risks Investing in securities involves a substantial degree of risk. Clients, and investors in any Fund, may lose all or a substantial portion of their investments, and any Clients, and investors in any Fund, must be prepared to bear the risk of a complete loss of their investments. The following list is not a complete list of all risks involved in connection with an investment in a Fund. Investors in the Funds should review the applicable Fund Documents and subscription materials for additional information regarding risks and conflicts of interest specific to that Fund. In general, the risks applicable to the Fund and the activities of the Advisers and their respective affiliates include, but are not limited to: Risks Related to Investing in the Fund Long-Term Nature of Investment; Illiquidity. An investment in the Fund requires a long-term commitment, with no certainty of return. Generally, the Fund’s investments will be illiquid, and there can be no assurance that the Fund will be able to realize on such investments in a timely manner or at all. There may be little or no near-term cash flow available to the investors. Consequently, dispositions of such investments may require a lengthy time period or may result in distributions in kind to the investors. The Fund typically will acquire securities that cannot be sold except pursuant to a registration statement filed under the Securities Act, or in a private placement or other transaction exempt from registration under the Securities Act and that complies with any applicable non-U.S. securities laws. Additionally, the realizable value of a highly illiquid investment may be less than its intrinsic value. While an investment may be sold at any time, it is generally not expected that partial or complete dispositions of investments will result in a return of capital or the realization of gains (if at all) for a number of years after an investment is made. A variety of factors (including economic conditions, asset conditions, political and regulatory considerations and public opinion) could affect the ability of the Fund to buy or sell investments on favorable terms. No Market for Limited Partnership Interests; Restrictions on Transfers; No Right of Withdrawal. Investments in a Fund may not generally be transferred, sold, assigned, pledged or otherwise encumbered without the prior written consent of the Fund’s General Partner, which may be withheld pursuant to the Fund Documents, and the volume of transfers permitted in any calendar year may be restricted in order to comply with certain safe harbors under the tax regulations. Voluntary withdrawals from a Fund will not be permitted except in very limited circumstances generally involving situations in which retaining an interest in the Fund would violate certain laws or regulations. In addition, interests in a Fund are not redeemable. There will be no public market for interests in the Funds, and none is expected to develop. Interests in the Funds have not been, and are not expected to be, registered under the Securities Act, the securities laws of any U.S. state or the securities laws of any non-U.S. jurisdiction and therefore cannot be re-sold unless they are subsequently registered under the Securities Act and other applicable securities
laws, or unless an exemption from registration is available. It is not contemplated that the registration of interests in the Fund will ever be affected. Investors may not be able to liquidate their investments in a Fund prior to its dissolution and should be prepared to bear the risks of an investment in a Fund for an extended period of time. No Assurance of Investment Return. An investment in a Fund involves a significant degree of risk. None of the Advisers can provide assurance that they will be able to choose, make, and realize investments in any particular Fund investment. There can be no assurance that any Fund will be able to generate returns for its investors or that the returns will be commensurate with the risks of investing in the type of assets and transactions described herein or in the applicable Fund Documents. There can be no assurance that any Investor will receive any distribution from the Fund. Accordingly, an investment in the Fund should only be considered by persons who can afford a loss of their entire investment. Past or current activities of the Advisers’ management team provide no assurance of future success. There can be no assurance that projected or targeted returns for any Fund will be achieved. Reliance on the Advisers and Key Adviser Personnel. The Funds will depend on the Advisers. Investors generally will have no right or power to take part in the management of the Funds, and the Advisers generally will control the operations of the Funds (including decisions with respect to structuring, negotiating, purchasing, financing and divesting investments). As a result, the performance of a Fund’s investments will depend largely on the business and investment acumen of the Advisers and their personnel, and in particular on Sam Oh and the other members of the Advisers’ management team, and the loss or reduction of service of one or more of such personnel could adversely affect the Funds’ ability to achieve its investment objectives. Limited Access to Information. Investors’ rights to information regarding a Fund will be specified, and strictly limited, in the applicable Fund Documents. In particular, it is anticipated that a Fund’s General Partner will obtain certain types of material information from investments that will not be disclosed to investors because such disclosure is prohibited by contractual, legal or other obligations. Decisions by a Fund’s General Partner to withhold information may have adverse consequences for investors in a variety of circumstances. For example, an Investor that seeks to transfer its Interests may have difficulty in determining an appropriate price for such Interests. Decisions to withhold information also may make it difficult for investors to monitor the Fund’s General Partner and its performance. Additionally, it is expected that investors who designate representatives to participate on a Fund’s Advisory Committee may, by virtue of such participation, have more information about the Fund and investments in certain circumstances than other investors generally and may be disseminated information in advance of communication to other investors generally. Reliance on Portfolio Investment Management. Funds may seek to hold management rights, including board representation or other rights, with respect to some or all of their investments. However, there is no assurance that these rights, if sought, will be obtained. Furthermore, even in cases where a Fund may be represented on management boards or have other management rights, such Fund may not have an active role in the day-to-day operations of its investments. The success or failure of a Fund’s portfolio investments may depend to a significant extent on the financial and management talents and efforts of specific employees of such portfolio investments, whose death, disability or resignation could adversely affect the performance of the portfolio investment. Effect of Fees and Expenses. Each Fund is expected to pay a management fee to an Adviser or its
Item 7: Types of clients
The Adviser currently provides investment supervisory services to the Funds (as described above in Item 4). The investors participating in the Funds include high net worth individuals, banks, insurance companies, pension and profit-sharing plans, trusts, estates or charitable organizations, educational and research institutions, corporations or other business entities or other investment entities, and from time to time
include, directly or indirectly, the Advisers and their employees and affiliates, as well as executives of portfolio investments. Interests in the Funds are offered pursuant to applicable exemptions from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the U.S. Investment Company Act of 1940, as amended (the “1940 Act”). Investors in the Funds are required, at a minimum, to be “accredited investors” as defined in the Securities Act. Minimum investment amounts for third-party investors vary and may be waived by the applicable Fund’s Advisers.
Item 6: Performance-based fees and side-by-side management Conflicts of interest
As described under “Fees and Compensation,” with the exception of co-investment vehicles (which typically do not bear any management fees or performance-based fees), the Advisers receive performance-based fees and/or distributions based upon the performance of a Client’s account. The Advisers currently advise only Funds that are charged a performance-based fee. The Fund Documents (including the provisions therein relating to restrictions on the Advisers’ ability to manage successor Funds and other Client accounts) and the Advisers’ policies and practices are designed to ensure that all Clients are treated fairly and equitably in connection with the allocation of investment opportunities and to prohibit allocation of investments to a Client solely on the basis that an Adviser has a higher potential to earn carried interest or other performance-based compensation.
Item 10: Other financial industry activities and affiliations Conflicts of interest
The Management Company is affiliated with the General Partner, each of which is an investment adviser registered with the SEC under the Advisers Act in accordance with SEC guidance. Certain of the Management Company’s principals, officers, employees and/or consultants serve the General Partner or other affiliates in a similar capacity.
Item 11: Code of ethics, participation or interest in client transactions and personal trading Conflicts of interest
Code of Ethics and Personal Trading The Adviser has adopted a written Code of Ethics that is applicable to all of its officers and employees, as well as officers and employees of its affiliates and certain independent contractors (collectively, “Adviser Personnel”). The Code of Ethics, which is designed to comply with Rule 204A-1 under the Advisers Act, establishes guidelines for professional conduct and personal trading procedures, including certain reporting obligations and pre-clearance of any proposed purchase of any initial public offering or limited offering. Adviser Personnel and their families and households may purchase investments for their own accounts subject to the terms of the Code of Ethics. Under the Code of Ethics, Adviser Personnel are also required to file certain periodic reports as required by Rule 204A-1 under the Advisers Act. The Code of Ethics helps the Adviser detect and prevent potential conflicts of interest. Adviser Personnel may come into possession, from time to time, of material nonpublic or other confidential information about public companies which, if disclosed, might affect an investor’s decision to buy, sell or hold a security. Under applicable law, the Advisers and any Adviser Personnel would be prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any person, regardless of whether such person is a client of the Advisers. Accordingly, if the Advisers or any Adviser Personnel come into possession of material nonpublic or other confidential information with respect to any public company, the Advisers would be prohibited from communicating such information to the Advisers’ Clients, including the Funds, and the Advisers will have no responsibility or liability for failing to disclose such information to any Client as a result of following the Advisers’ policies and procedures designed to comply with applicable law. Similar restrictions may be applicable as a result of the Advisers’ personnel serving as directors of public companies and may restrict investing on behalf of Funds. As a result, the Advisers may be prohibited from making an investment or monetizing an investment on behalf of a Fund, that they would otherwise make. Additionally, the Adviser’s Code of Ethics details restrictions and reporting requirements regarding the giving or receiving of gifts and/or entertainment to and/or from, among others, current or prospective investors, government officials, and union officials, by any Adviser Personnel. Adviser Personnel who violate the Code of Ethics are be subject to remedial actions, including, but not limited to, a letter of censure or suspension or termination of the employment of the violator. Adviser Personnel are required to annually acknowledge compliance with the Code of Ethics. Clients and prospective clients may contact the Adviser to request a copy of its Code of Ethics.
Participation or Interest in Client Transactions The Advisers generally do not permit Adviser Personnel to undertake personal transactions in investments that the Adviser has made for a Client or is considering making on behalf of a Client. The Advisers and certain Adviser Personnel, however, may directly or indirectly own an interest in a Fund or in the future one or more Fund portfolio investments, including through a co-investment vehicle, subject to any applicable restrictions set forth in the applicable Fund Documents. As of the date hereof, the Advisers do not contemplate any significant capital commitments will be made by the Advisers or Adviser Personnel in any co-investment vehicle advised by the Advisers; provided that the Advisers or Adviser Personnel may make capital commitments either (a) in a pro rata amount with investors in such a co-invest vehicle or (b) in such amount as such Adviser or Adviser Personnel may determine is necessary or advisable to support the tax treatment desired for such Adviser’s or Adviser Personnel’s right to receive any profit-sharing interest therein. None of the Advisers or any Adviser Personnel has an investment or profit-sharing interest in any of the co-investment vehicles advised by the Adviser existing as of the date hereof.
Item 12: Brokerage practices Conflicts of interest
The Advisers focus on making equity investments in the energy section and generally purchase and sell investments through privately-negotiated transactions. The Advisers do not intend to regularly engage in public securities transactions that require the services of a broker-dealer and do not intend to engage in soft dollars transactions, directed brokerage or otherwise select or recommend broker-dealers for Clients or place securities transaction orders for Clients. In the event the Advisers’ anticipated practices change, they will implement the policies and procedures they deem appropriate and will update Fund investors accordingly.
Item 14: Client referrals and other compensation Conflicts of interest
While not a client solicitation arrangement, the Advisers have engaged one or more persons to act as a placement agent for certain Funds in connection with the offer and sale of interests to potential investors. Such placement agents generally will receive a fee in an amount equal to a percentage of the capital commitments the applicable Funds have received from investors sourced by such placement agents. In the case of certain Funds, the Management Fees received by an Adviser will be reduced by the amount of such placement agent fees, although related expenses incurred by the placement agent (and its personnel) pursuant to the relevant placement agent or similar agreement, including but not limited to placement agent travel, meal and entertainment expenses, typically are borne by the relevant Fund(s).
Item 9: Disciplinary information
The Advisers and their management persons have not been subject to any material legal or disciplinary events required to be discussed in this Brochure.
Item 13: Review of accounts
Oversight and Monitoring Client investments are reviewed on an ongoing basis by a member of the Advisers’ investment team. The team generally includes Managing Directors and other investment professionals of the Adviser. The investments made by a Fund are generally private, illiquid and long-term in nature. Accordingly, the review process of Fund investments is not directed toward a short-term decision to dispose of securities. The Adviser closely monitors the portfolio investments of the Fund and generally maintains an ongoing oversight position in such portfolio investments. Reporting The frequency and type of reporting provided by the Advisers may vary among Clients. Investors in a Fund will receive, among other things, a copy of audited financial statements of the Fund generally within 90 days after the fiscal year end. In addition, investors in a Fund will typically receive unaudited quarterly summary financial information regarding the Fund following the end of each financial quarter, as well as
regular reporting updates through quarterly letters, investor meetings and other materials that the Advisers may provide throughout the year. In addition to the information provided to all investors, the Advisers provide certain investors with additional information or more frequent reports that other investors will not receive (e.g., in connection with due diligence requests from certain investors).
Item 15: Custody
The Advisers generally expect that they will be deemed to have “custody” (within the meaning of Adviser’s Act Rule 206(4)-2) of assets held in the name of one or more Clients, and intend to maintain such assets with a qualified custodian to the extent required by the Advisers Act and guidance issued by the U.S. Securities and Exchange Commission.
Item 16: Investment discretion
Investment advice is provided directly to the Funds and not individually to the investors in the Funds. Services are provided to the Funds in accordance with each Fund’s Operating Agreement. Investment restrictions for a Fund, if any, are generally established in Operating Agreement of the Fund. Pursuant to the terms of the applicable Fund Documents, the Advisers have discretion to manage investments on behalf of the Funds. As a general policy, the Advisers do not allow clients to place limitations on this discretionary authority. However, investors in certain Funds have certain investment opt-out rights as set forth in the Fund Documents for such Funds. In addition, the Advisers enter into side letter arrangements with certain investors whereby the terms applicable to such investors’ investments in a Fund may be altered or varied, including, in some cases, the right to opt-out of certain investments for legal, tax, regulatory or other similar reasons.
Item 17: Voting client securities
The Advisers have adopted proxy voting policies and procedures (the “Proxy Policy”) to address how they will vote proxies, as applicable, for each Client investment, including each Fund’s portfolio investments. The Proxy Policy seeks to ensure that the Advisers vote proxies or similar corporate actions in the best interests of the Advisers’ Clients, taking into account such factors as it deems relevant in its sole discretion. The Proxy Policy is designed to ensure that if a material conflict of interest is identified in connection with
a particular proxy vote, that the vote is not improperly influenced by the conflict. The Advisers generally believe their interests are aligned with those of a Fund’s investors through the principals’ beneficial ownership interests in the Funds and therefore will generally not seek Fund investor approval or direction when voting proxies. In the event that there is a conflict of interest in voting proxies, the Proxy Policy provides that the Advisers address the conflict using several alternatives, including by seeking the approval or concurrence of a Fund’s Advisory Committee, if applicable, or through other alternatives set forth in the Proxy Policy. Clients and Fund investors who would like a copy of the Advisers’ Proxy Policy or information regarding how the Advisers voted proxies should contact the Advisers’ Chief Compliance Officer at (713) 357-9663, and such information will be provided at no charge.
Item 18: Financial information
The Advisers do not require prepayment of Management Fees more than six months in advance or have any other events requiring disclosure under this item of the Brochure.
Filings
3 filings to the SEC since October 2021: 3 other. The latest 3:
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Stakes it holds
Mountain Capital Management, LLC has told the SEC it owns more than 5% of 1 company, latest first (Schedules 13D and 13G).
Sources
The numbers on this page point here. Each one links to the record it came from.
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