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Feenix Venture Partners, LLC: investment adviser

Feenix Venture Partners, LLC is an investment adviser registered with the SEC (file 801-134059, CRD 304152). What it reports on Form ADV: assets and clients, fees, owners, disciplinary history and its client brochure. From the SEC's Investment Adviser Public Disclosure site; read Oct 21, 2026.

Assets managed
$175.5M
Discretionary
100%
Accounts
6
Employees
10
In advisory roles
5
Disclosures
0

Company page · SEC adviser record · Full Form ADV (PDF)

The firm reports that it or a related person has custody of client cash and securities.

Form ADV Part 1A, Item 5, as filed on the SEC Investment Adviser Public Disclosure site; read Oct 21, 2026.

Clients and fees

Whom the firm advises and how it is paid, from Items 5.D, 5.E and 5.G.

Client typeClientsAssetsShare
Private funds and other pooled vehicles6$175.5M100.0%

How it is paid

  • A percentage of assets under your management
  • Performance-based fees

Services

  • Portfolio management for pooled investment vehicles (other than investment companies)

Who owns it

Schedule A lists direct owners of 5% or more (and officers who own a stake); Schedule B lists the owners of those owners.

Direct owners (Schedule A)

OwnerTypeRoleStakeSinceControlPublic company
Feenix Payment Systems, LLCCompany (U.S.)MemberE 75% or moreOct 2017Yes

Indirect owners (Schedule B)

OwnerOwns a stake inTypeStakeControlPublic company
Thomas Murray BettsFeenix Payment Systems, LLCPersonF General partner, trustee or managing memberYes
Charles J EssexFeenix Payment Systems, LLCPersonF General partner, trustee or managing memberYes
Keith Young-Man LeeFeenix Payment Chief Executive Systems, LLC OfficerPersonE 75% or moreYes

Form ADV reports ownership in bands, not exact stakes: A means 5% to 10%, B 10% to 25%, C 25% to 50%, D 50% to 75%, E 75% or more. F marks a general partner, trustee or managing member, a role that controls the firm without a percentage. Owners of less than 5% are not listed.

Form ADV Schedules A and B, via the SEC Investment Adviser Public Disclosure site.

Disciplinary history

The firm answered No to every disciplinary question on Form ADV (Item 11).

The brochure

Form ADV Part 2A: the plain-language document an adviser must give its clients. Each item is shown as filed; open an item to read all of it.

ADV Part 2A, filed Jun 16, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18

Item 4. Advisory business

Advisory Firm Feenix is a Delaware limited liability company that was founded in 2017. Feenix is principally owned by Keith Lee. Advisory Services The Adviser currently provides investment management services and discretionary investment advice to private funds (each, a “Fund” and, collectively, the “Funds”,) may provide investment management services to one or more separately managed account Clients (“SMAs”) and may serve as investment adviser and/or sub-adviser to various other advisory clients, including SMAs and other private investment funds (collectively with Funds and SMAs, “Clients”).

Read the rest of Item 4 (294 more words)

Feenix currently manages Feenix Venture Partners Opportunity Fund, LP (“Fund I”), Feenix Venture Partners Opportunity Fund II, LP (“Fund II”), FVP Opportunity Fund III, LP (“Fund III”), FVP Opportunity Fund IV, LP (“Fund IV”) (collectively the “Closed-ended Funds”), Feenix High Income Strategies, LP (“FHIS” or “Open-ended Fund”) (collectively the “Feenix Funds”), and 195 East Tropco LLC (“Tropco”) on a discretionary basis. Specialization The investments of each Fund are managed in accordance with the investment objectives, strategies and guidelines applicable to such Fund and are not tailored to any particular investor in the Fund (an “Investor”). The Adviser does not provide individualized investment advice to such Investors with respect to their investment in the Fund; therefore, Investors should consider whether a particular Fund meets their investment objectives, risk tolerance and financial situation. In addition, the Adviser may enter arrangements with certain Clients (or underlying Investors) that may in each case provide for terms of investment that are more favorable to the terms provided to other Clients (or underlying Investors). Such terms may include the waiver or reduction of management and/or incentive fees, the provision of additional information or reports, more favorable transfer rights, and more favorable liquidity rights. On behalf of the Funds, the Adviser will expose investors to direct loans to small and mediumsized businesses. Loans are typically senior secured, with a typical duration of two to three (2-3) years. In addition, Feenix is authorized to enter into any type of investment transaction that it deems appropriate under the terms of a Client’s partnership or other account agreement. Wrap Fee Programs The Adviser does not participate in wrap fee programs.

Regulatory Assets Under Management As of December 31, 2025, the Adviser manages approximately $175,471,000 on a discretionary basis and $0 on a non-discretionary basis.

Item 5. Fees and compensation

Fees with respect to the Funds In general, the Adviser earns management fees on called capital for the Closed-ended Funds and based on net asset value for the Open-ended Fund, and the affiliated general partners have the potential to earn performance-based compensation, from the Feenix Funds. The management fee is typically paid quarterly in advance. Feenix may waive or reduce the management fee in its sole discretion, and there may be variances in fees, including management fees, charged to certain Clients and/or Investors. Performance-Based Fees, Carried Interest Please see below for information regarding performance-based fees received by the Adviser or its affiliates.

Read the rest of Item 5 (721 more words)

The Adviser may, at its discretion, make exceptions to the foregoing or negotiate special fee arrangements where the Adviser deems it appropriate under the circumstances. Compensation for Advisory Services – Management Fee and Promote For the Closed-ended Funds, Feenix is entitled to receive a management fee (“Management Fee”) on called capital. Management fees are indirectly borne by the Investors in the Funds. Management fees are payable quarterly in advance at a rate of 1% per annum of called capital of Investors. For the Open-ended Fund, Feenix entitled to a quarterly Management Fee from the Partnership equal to 0.25% (approximately 1.00% per year) of the balance of each applicable Limited Partner’s Capital Account and Liquidating Capital Accounts determined on the first day of each Fiscal Quarter. An affiliate of the Adviser is entitled to receive a 20% promote over a hurdle of 8-12% of the realized IRR Closed-ended Funds, and 20% of the promote over a hurdle of 8% of total return annually subject to a high-watermark on the Open-ended Fund. For Tropco, Feenix has received a cumulative distribution equal to 1.0% management fee per annum on the aggregate amount of members’ capital contributions. Additionally for Tropco, Feenix also receives a 30% promote over (i) XIRR of 20% and (ii) at least a minimum of capital contributions of at least 1.8x. An affiliate of the Adviser, at its discretion, can waive or reduce the management fee, performance allocation, and/or the carried interest for any of the investors in any of the Funds subject to the specific terms in the PPM of each Fund. A more detailed description of the pricing structure and investor requirements is available within the Private Placement Memorandum and/or Agreement of Limited Partnership for the Feenix Funds. Organizational Expenses The Funds will pay or reimburse an affiliate of the Adviser for the Funds’ organizational expenses,

which are all costs and expenses associated in connection with the organization of the Funds, including the following: the offering and sale of the interest, the organization of the Funds, and any related legal, accounting, consulting and financial advisory fees and expenses, travel expenses, filing fees, and the structuring and contribution of any warehoused assets. Fund Expenses The Funds are responsible for their own costs and expenses, including, but not limited to, expenses related to prospective and actual portfolio investments; other expenses relating to the investment of the Funds’ capital, interest on Fund borrowings; expenses of third party valuation services; administration, accounting, auditing, tax preparation and other professional, expert and consulting fees; legal fees and expenses; indemnification expenses; governmental and regulatory requirements; costs and expenses of Fund meetings and reporting to investors; costs and expenses of investing the Funds’ assets; premiums and other costs and expenses of insurance policies; fees or cost of litigation or investigation involving Fund activities; any extraordinary expenses. Fees Relating to Terminations and Withdrawals Investors generally may not withdraw from the Closed-ended Funds prior to dissolution and cannot transfer any of their interests in the Fund without the prior written consent of Feenix or its affiliates. The management fee obligation is generally terminated only upon the dissolution of a Fund or the withdrawal of an Investor or liquidation of their capital account subject to specific withdrawals conditions of each Fund. In the event of an early termination of a Fund, a pro-rated portion of the management fees paid in advance of the fiscal period in which such termination occurs would be returned to the applicable Fund. Investors in the Open-ended Fund have certain withdrawal rights as outlined in the respective private offering memorandum prior to dissolution and cannot transfer any of their interests in the Fund without the prior written consent of Feenix or its affiliates. The management fee obligation is generally terminated only upon the withdrawal of an Investor or liquidation of their capital account subject to specific withdrawals conditions of each Fund or the dissolution of a Fund. The Adviser and its supervised persons do not receive a brokerage commission or any other compensation attributable to the sale of securities or investment products. It is critical that investors refer to the relevant private offering memorandum and other governing documents for a complete understanding of how fees are deducted from their assets. The information contained herein is a summary only and is qualified in its entirety by such documents.

Item 6. Performance-based fees and side-by-side management

The Adviser and its affiliates receive a promote in connection to its management of the Feenix Funds. Feenix currently manages only accounts that pay performance-based compensation, as described in Item 5. It does not manage accounts that do not pay performance-based compensation. The Adviser or its affiliates are generally entitled to receive performance-based compensation in the form of a “promote” allocation or a performance allocation from the Funds after certain performance hurdles have been met, as further described in each Fund’s applicable governing documents. Such promote or performance allocation represents a portion of the Funds’ net investment profits. Such performance-based compensation is indirectly borne by the Investors in each Fund.

Read the rest of Item 6 (83 more words)

See Items 11 and 12 below for a discussion of certain potential conflicts of interest that arise from the Adviser’s receipt of performance-based fees. The existence of the promote may create an incentive for the Adviser to make riskier or more speculative investments on behalf of the Funds than would be the case in the absence of these arrangements, although the commitment of capital to the Fund by the Adviser and/or its affiliates should reduce this incentive. Feenix currently manages six private funds.

Item 7. Types of clients

Feenix Venture Partners, LLC serves as the discretionary investment adviser to the Feenix Funds. The Adviser does not provide investment advisory services individually to the Investors in the Fund. Feenix may decide in the future to provide advice to SMAs and to other private funds. The Adviser, or an affiliate of the Adviser, may impose a minimum investment commitment requirement for each Client it advises. Feenix generally requires Investors in Feenix Venture Partners Opportunity Fund, LP, Feenix Venture Partners Opportunity Fund II, LP, and 195 East Tropco, LLC to make a minimum initial investment of $100,000.

Read the rest of Item 7 (157 more words)

Generally, the Adviser, or an affiliate of the Adviser, requires Investors in FVP Opportunity Fund III, LP, FVP Opportunity Fund IV, LP, and Feenix High Income Strategies, LP to make a minimum initial investment of $1,000,000. The minimum contribution and investor requirements, as set forth in the offering and other governing documents of the respective Feenix Funds, can be waived by Feenix or its affiliates at its sole discretion. Investors generally must be “accredited investors” under Regulation D, who are also “qualified clients,” as that term is defined under the U.S. Investment Advisers Act of 1940. For an investor in FHIS, unless waived at the discretion of an affiliate of the Adviser, investors must also be “qualified purchasers,” as that term is defined under the U.S. Investment Company Act of 1940. Feenix generally requires investors to make representations concerning their financial sophistication and ability to bear the risk of loss of their entire investment in the Fund.

Item 8. Methods of analysis, investment strategies and risk of loss

Investment Strategies and Methods of Analysis Feenix has a broad mandate to invest the Feenix Funds’ assets in credit investments, generally targeting investments in small and medium sized U.S. businesses, primarily in the consumer segment (e.g. hospitality, food and beverage, brick-and mortar and direct-to-consumer ecommerce retailers, entertainment venues, car washes, short-term rental companies, and others). Loans are typically senior secured, with an average duration of two to three (2-3) years. Historically interest rates ranged from 10-12% fixed rate per annum, however recent market trends have shifted the rates to 12-14% fixed rate per annum.

Read the rest of Item 8 (3,143 more words)

Feenix expects to cause most of the Feenix Funds’ portfolio companies to engage its affiliate, Feenix Payment Systems, LLC (“Feenix Payment Systems” or “FPS”) to provide certain credit card processing services that generate additional revenues for the Fund. Credit card processing adds approximately 3-5% yield enhancement on the loan, but with a much longer duration, with a contractual lock-up of up to ten (10) years. Feenix may, however, invest in companies without requiring the use of Feenix Payment Systems to provide credit card processing services, Feenix targets a mid/high teens total return with 1.5-2.0x multiple on capital invested on an unlevered basis, which compares to equity like returns, but with no leverage. The Adviser has an extremely flexible mandate with respect to the investment of the Feenix Funds’ assets, and errors in judgment or execution on any number of subjects may cause significant losses. The Adviser has the unrestricted right to select the companies in which the Feenix Funds’ invest and to determine the amount of funds to be used for each purpose, including structuring investments to address tax or other considerations. The Adviser may make decisions it believes are in the best interests of the Feenix Funds, even if not in the best interests of any particular Investor. Decisions made by the Adviser may negatively impact some Investors disproportionately and may factor in the Adviser’s own interests to the extent consistent with its fiduciary duties. Risk Factors Investing in securities involves the risk of loss that clients and investors should be prepared to bear. Below are brief summaries of some of the risks that clients and investors should consider before investing in any account that Feenix manages. Any of, or all, such risks could materially and adversely affect investment performance and the value of any account, or any security held in an account and could cause investors to lose substantial amounts of money. Potential fund investors should review such fund’s offering circular carefully in its entirety and consult with their professional advisers before deciding whether to invest. A potential client or fund investor should discuss with Feenix’s representatives any questions that such person may have before opening an account or investing in a fund that Feenix manages. Below is a description of several of the principal risks the Client investment portfolios and the Feenix Funds face. However, each prospective Investor and Client should carefully review the applicable offering and other governing documents before deciding to invest with the Adviser.

Dependence on Management: The Feenix Funds’ success depends on the skill and acumen of the Adviser and its founder, Keith Lee. They devote a significant amount of time to other activities, including managing other business and may invest in transactions without presenting such opportunities to the Feenix Funds or the Investors, even if such opportunities may be appropriate. If they should cease to participate in, or to devote sufficient time to, the Feenix Funds’ activities, the Adviser’s ability to select attractive investments and manage its portfolio could be impaired severely. The Feenix Funds cannot assure investors that: (a) it will achieve its investment objectives; (b) its investment strategy will prove successful; or (c) investors will not lose all or a portion of their investment in the Partnership. Investment Selection: The Adviser can never learn all relevant information regarding a particular investment. Further, the Adviser may misinterpret or incorrectly analyze the information that it has about a particular investment or industry trend. These and other factors may cause the Adviser to (a) make investments at times that will lead to losses in the Feenix Funds’ portfolios and may cause an Investor to lose a significant portion of its investment in a Feenix Fund or (b) not invest at times that would have resulted in gains in the Feenix Funds’ portfolios if the Adviser would have caused a Feenix Fund to invest. Credit Risk: One of the fundamental risks associated with the Feenix Funds’ investments is credit risk, which is the risk that an issuer or borrower will be unable to make principal and interest payments on its outstanding debt obligations when due or otherwise defaults on its obligations to the Fund and/or that the guarantors or other sources of credit support for such persons do not satisfy their obligations. The Feenix Funds’ return to Investors would be adversely impacted if an issuer of debt securities or a borrower under a loan in which the Feenix Fund invests becomes unable to make such payments when due. Although the Feenix Funds may make investments that Feenix believes are secured by specific collateral the value of which may initially exceed the principal amount of such investments or the Feenix Funds’ fair value of such investments, there can be no assurance that the liquidation of any such collateral would satisfy the borrower’s obligation in the event of non-payment of scheduled interest or principal payments with respect to such investment, or that such collateral could be readily liquidated. In addition, in the event of bankruptcy of a borrower, the Feenix Funds could experience delays or limitations with respect to its ability to enforce rights against and realize the benefits of the collateral securing an investment. Under certain circumstances, collateral securing an investment may be released without the consent of the Feenix Funds or the Feenix Funds’ expected rights to such collateral could, under certain circumstances, be voided or disregarded. The Feenix Funds’ investments in secured debt may be unperfected for a variety of reasons, including the failure to make required filings by lenders and, as a result, the Feenix Funds may not have priority over other creditors as anticipated. Furthermore, the Feenix Funds’ right to payment and its security interest, if any, may be subordinated to the payment rights and security interests of the senior lender. Certain of these investments may have an interest-only payment schedule, with the principal amount remaining outstanding and at risk until the maturity of the investment. In addition, certain instruments may provide for payments-in-kind, which have a similar effect of deferring current cash payments. In both cases, a company’s ability to repay the principal of an investment may be dependent upon a liquidity event or the long-term success of the company, the likelihood of which is uncertain. With respect to the Feenix Funds’ investments in any number of credit products, if the borrower or issuer breaches any of the covenants or restrictions under the indenture governing notes or the credit agreement that governs loans of such issuer or borrower, it could result in a default under the applicable indebtedness as well as the indebtedness held by the Feenix Funds. Such default may allow the creditors to accelerate the related debt and

may result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies. This could result in an impairment or loss of the Feenix Funds’ investments or result in a pre-payment (in whole or in part) of the Feenix Funds’ investments. As it relates to all of the foregoing risks and related considerations discussed above, it should also be noted that the Feenix Funds may also invest in leveraged loans, high-yield securities, marketable and nonmarketable common and preferred equity securities and other unsecured investments, each of which involves a higher degree of risk than senior secured loans. Interest Rate Risk: Fixed-income investments change in value because of changes in market interest rates. When interest rates decline, the value of a portfolio invested in fixed-income investments can be expected to rise. Conversely, when interest rates rise, the value of a portfolio invested in fixed-income investments can be expected to decline. Inflation/Deflation Risk: Inflation risk is the risk that the value of the Feenix Funds’ investments or income from the investments will be worth less in the future as inflation decreases the present value of payments at future dates. Deflation risk is the risk that prices throughout the economy decline over time -- the opposite of inflation. Deflation may adversely affect the creditworthiness of the obligors and may make default on the fixed-income investments more likely, which would result in a decline in the value of the Feenix Funds’ portfolios. Early Stage Portfolio Companies: The Feenix Funds may invest a portion of its assets in private shares of newly formed or pre-revenue companies, including companies that are typical “venture capital” type investments. Most of these types of investments may be made at an early point in a company’s life cycle. These “early stage” or “seed” investments can create value inherent in particular companies or situations that can be realized only with substantial effort or expense. Often the success of the investment will depend not only on the efforts of its management team, but also upon actions of other key individuals, or extraneous factors including political or economic developments over which the Adviser has little or no control. Many early stage companies face significant competition from other firms, both established and start-up. No Control over Portfolio Issuers: The Feenix Funds may acquire substantial positions in the Securities of particular companies. Nevertheless, the Feenix Funds are unlikely to be represented on the board of directors or share any control over the management of any such company. The success of each investment depends on the ability and success of the management of that company, in addition to economic and market factors. Difficulty of Locating Suitable Portfolio Companies: There can be no assurance that there will be a sufficient number of suitable investment opportunities to enable the Feenix Funds to invest all of its commitments in opportunities that satisfy the Feenix Funds’ investment strategy, or that such investment opportunities will lead to completed investments by the Feenix Funds. The process of identifying, structuring, implementing and realizing attractive investment opportunities is highly competitive. The Feenix Funds will compete for investment opportunities with many other investors, some of which will have greater resources than the Feenix Funds. There can be no assurance that the Feenix Funds will be successful in its efforts to identify and complete attractive investment opportunities. Contingent Liability on Disposition of Portfolio Companies: Most of the Feenix Funds’ Portfolio Companies will involve private securities. In connection with the disposition of an

investment in private securities, the Feenix Funds may be required to make representations about the business and financial affairs of the Portfolio Companies typical of those made in connection with the sale of a business. The Feenix Funds also may be required to indemnify the purchasers of such investment to the extent that any such representations are inaccurate or with respect to certain potential liabilities. These arrangements may result in contingent liabilities that ultimately yield funding obligations that must be satisfied by the Investors to the extent of their investment in the Feenix Funds. Illiquidity of Securities: The Feenix Funds’ investments in credit instruments are subject to significant restrictions on resale and there will typically be no active secondary market for its investments. Therefore, the Feenix Funds’ may be required to hold those investment to maturity. Limited Liquidity of Investments: The Feenix Funds invest in thinly traded and relatively illiquid securities, securities that may not be traded at the time the Feenix Funds invest or securities that may cease to be traded after the Feenix Funds invest. The Feenix Funds also is likely to take positions in particular securities that are relatively large as compared to trading volumes or overall market capitalization. In such cases and in the event of extreme market activity, the Feenix Funds may not be able to liquidate its investments promptly if necessary. In addition, the Feenix Funds’ sale of thinly traded securities are likely to depress the market value of those securities and thereby reduce the Feenix Funds’ profitability or increase its losses. Such circumstances or events could affect the Feenix Funds’ gain or loss materially and adversely. Business Risks: The Feenix Funds’ investment portfolios will consist primarily of securities issued by privately-held companies, and operating results in a specified period will be difficult to predict. Such investments involve a high degree of business and financial risk, as well as risks related to general market conditions, which can result in substantial losses. Leverage: The Feenix Funds may sometimes leverage its capital because Feenix believes that the use of leverage may enable the Feenix Funds to achieve a higher rate of return or facilitate the Feenix Funds’ operations. Accordingly, in such circumstances the Feenix Funds may pledge its assets in order to borrow additional funds for investment purposes. The level of interest rates generally, and the rates at which such funds may be borrowed in particular, could affect the operating results of the Feenix Funds. If the interest expense on borrowings were to exceed the net return on investments, the Feenix Funds’ use of leverage would result in a lower rate of return than if the Feenix Funds were not leveraged. The amount of borrowings which the Feenix Funds may have outstanding at any time may be substantial in relation to its capital. Competitive Payment Processing Market: The payment processing industry is highly competitive, and some of Feenix Payment Systems’ competitors are larger and have greater financial and operational resources than Feenix Payment Systems does, which may give them an advantage in Feenix Payment Systems’ market with respect to the pricing of services offered to Feenix Payment Systems’ customers and the ability to develop new technologies. As such, merchants might feel reluctant to engage Feenix Payment Systems exclusively. Economic Conditions: Changes in economic conditions, due to, among other things, changes in interest rates, credit availability, inflation rates, industry conditions, government regulation, competition, technological developments, public health issues, political and diplomatic events and trends, war, defaults on government obligations, changes to tax and other laws, and innumerable

other factors, can affect the Feenix Funds’ investments and prospects materially and adversely. None of these conditions is within the Adviser’s control, and it may not anticipate these developments. Such changes in economic conditions can cause sharp declines and high volatility in global markets, affect the stability of major financial institutions and impair the Feenix Funds’ profitability or result in losses. Effects of Health Crises and Other Catastrophic Events: Health Crises, such as pandemic and epidemic diseases, as well as other catastrophes that interrupt the expected course of events, such as natural disasters, war or civil disturbance, acts of terrorism, power outages and other unforeseeable and external events, and the public response to or fear of such diseases or events, have and may in the future have an adverse effect of the Feenix Funds’ investments and the Adviser’s operations. For example, any preventative or protective actions that governments may take in respect of such diseases or events may result in periods or business disruption, inability to obtain raw materials, supplies and component parts, and reduced or disrupted operations for Feenix Fund portfolio companies. In addition, under such circumstances the operations, including functions such as trading and valuation, of the Adviser and other service providers could be reduced, delayed, suspended or otherwise disrupted. Further, the occurrence and pendency of such diseases or events could adversely affect the economies and financial markets either in specific countries or worldwide. Business Disruptions: The Feenix Funds and the Adviser rely heavily on their service providers (including administrators and custodians) and on internal and third-party computer hardware and software, online services and other technology. The occurrence of a cyberattack, a natural catastrophe, a pandemic, an industrial accident, a terrorist attack or war, public service or utility disruptions (such as those caused by fires, floods, earthquakes, market trading halts, systems failures and other extraordinary event), events unanticipated in the Adviser’s disaster recovery systems, or a support failure from external providers, could have an adverse effect on the ability of the Adviser or the Feenix Funds to conduct business and on their operations and financial condition, particularly if those events affect the Adviser’s or the Feenix Funds’ computer-based data processing, transmission, storage, and retrieval systems, or if these events destroy data. If a significant number of the Adviser’s personnel were unavailable in the event of a disaster, the ability of the Adviser and the Feenix Funds to effectively conduct business could be severely compromised. Cybersecurity Risk: There can be no guarantee that the Adviser will be successful in fending off cybersecurity attacks from viruses, malware, computer hackers or other malicious corruption of its information technology systems. Cybersecurity breaches of the systems of the Adviser, its Affiliates or their service providers (including accountants, custodians, transfer agents and administrators) may cause disruptions to business operations, cause losses due to theft or other reasons, interfere with the Feenix Funds’ operations or lead to violations of applicable privacy and other laws, regulatory fines and penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. The Adviser and the Feenix Funds cannot control the cybersecurity plans and systems put in place by their service providers and the investments in which the Feenix Funds invests. Any cybersecurity breach could materially and adversely affect the Feenix Funds. Investors as Services Providers: Certain investors in the Feenix Funds, or their affiliates, also act or may act as service providers to the Feenix Funds, the Adviser, or the companies in which the Feenix Funds invest and earn fees and other compensation for such services. The investment by a

service provider in the Feenix Funds creates a potential conflict of interest when the Adviser selects, engages, or continues to engage that service provider. The Adviser may have an incentive to engage a service provider that is also an investor, or to engage such service provider on terms more favorable to the service provider than could be obtained from an unaffiliated third party, in order to maintain or grow that investor's commitment to the Fund or other funds managed by the Adviser. Likewise, an investor that serves as a service provider receives compensation that other Limited Partners do not receive, and benefits from such engagements in a manner that is in addition to, and distinct from, its interest in the Feenix Funds. While the Adviser believes that each such service providers were hired on arms-length terms and that such engagements were in the best interests of the Feenix Funds, there can be no assurance that the terms of any engagement of an investor or its affiliate as a service provider will be as favorable to the Feenix Funds or its portfolio companies as those that could be obtained from an unrelated party. Each prospective and existing Limited Partner should consider these potential conflicts of interest in evaluating an investment in a Feenix Fund. The above is only a brief summary of some of the important risks that a client or fund investor may encounter. Before deciding to become a Feenix client or invest in a fund that Feenix manages, you should carefully consider all of the risk factors and other information in the fund’s offering circular and private placement memorandum.

Item 9. Disciplinary information

The Adviser, its partners, and its employees have not been involved in any legal or disciplinary events that Feenix believes should be material to an investor’s evaluation of Feenix or its personnel.

Item 10. Other financial industry activities and affiliations

Neither Feenix nor its management persons are registered, or have an application pending to register, as a broker-dealer, a registered representative of a broker-dealer, a futures commission merchant, commodity pool operator or a commodity trading adviser. Feenix Venture Partners Fund GP, LLC, Feenix Venture Partners Fund II GP, LLC, Feenix Venture Partners Fund III GP, LLC, FVP Fund IV GP, LLC, and FHIS GP, LLC (collectively the “General Partners”) are the General Partners of the Feenix Funds. Feenix is affiliated with the General Partners of the Feenix Funds through common ownership and control and operates as a single advisory business together with the General Partners. Any persons acting on behalf of the General Partners are subject to the supervision and control of the Adviser.

Read the rest of Item 10 (1,265 more words)

While the General Partners are not separately registered as investment advisers, all of their activities are subject to the Advisers Act, and the rules thereunder. There may be situations in which the interests of the Feenix Funds, in an investment or otherwise, may conflict with the interests of the applicable Feenix Funds’ General Partners, the Firm or any of their affiliates. The governing documents provide disclosure to Investors as to the methods and practices used by Feenix and its personnel to address these conflicts of interest. The Chief Compliance Officer (“CCO”) is responsible for identifying any actual or potential conflicts of interest, reviewing the facts and circumstances underpinning the identified actual or potential conflicts of interest with Feenix’s managing members and external counsel, if appropriate, and recommend an appropriate course of action to take. If necessary, the relevant General Partner may refer a conflict of interest to the limited partner advisory committee of the applicable Feenix Fund. Feenix does not recommend or select other investment advisers for its Clients. Subject to specific restrictions, Feenix and its affiliates may engage in any activities, whether or not related to the Feenix Funds activities, and Feenix and its affiliates currently engage in other investment businesses (such as Administrative Agent Services and Merchant Processing, and Feenix Payment Systems, as noted below). Feenix and its affiliates may continue, or initiate further, such activities, whether or not such activities compete with the Feenix Funds' activities. Please refer to the governing documents for a discussion on methods to address conflicts of interests. Feenix intends to cause investments in which the Feenix Funds invest to engage various affiliates of the Feenix for services, including (1) administrative agent services, (2) merchant service processing including an implementation fee, and (3) business card issuance. The appointment of the Feenix’s affiliates to service companies in which the Feenix Funds invest create conflicts of interest between the Feenix Funds’ interest in maximizing the return on its investments and Feenix’s interests in the fees it earns by servicing the applicable portfolio companies. The Feenix Funds do have an interest and do receive merchant service processing fees. (1) Administrative Agent Services. Affiliates of the Adviser will perform loan administrative agent and payment agent services around positions held within the Feenix Funds. These affiliates will be paid fees (typically born by the borrower) for these agent services. Such fees are expected to be substantially similar to the fees available from unaffiliated third parties. The Feenix Funds do not participate in such fees.

(2) Merchant Service Processing – As described in Item 8, Feenix Payment Systems provides credit card processing and other related services to various companies in which the Feenix Funds invest. The Feenix Funds will share in revenues from such services pursuant to the terms of a revenue sharing agreement with Feenix Payment Systems, pursuant to which (1) each applicable portfolio company in which the Feenix Funds invests (excluding the non-credit processing related investments) will engage Feenix Payment Systems to exclusively provide Credit Card Processing (“CCP”) Services to such company for a fixed term (negotiated with each company), and (2) the Feenix Funds will receive at a portion of the gross operating profits, which are net of expenses incurred by Feenix Payment Systems, generated by Feenix Payment Systems for processing services provided to such portfolio company. Such arrangements provide Feenix Payment Systems substantial pricing power to set credit card processing fees on favorable off-market terms. Feenix believes that the Feenix Funds benefits from such pricing power through its share of revenues related to such services. However, such affiliated transactions present a heightened risk of conflicts of interest because affiliates of the Adviser retain a percentage of the gross profits related to such services, while the Partnership invests the capital that facilitates such arrangements. Feenix Payment Systems may further from time-to-time charge implementation fees for payment processing systems, such as Wifi, cable, point of sale installation, consulting and testing for portfolio companies. The charges are intended to cover operating expenses at Feenix Payment Systems such as engineering, electrical and other such expenses. Certain investors in the Feenix Funds, not affiliated with the Adviser, were given the right to invest in Feenix Payment Systems. This investment was intended to allow these investors to participate in the value creation of Feenix Payment Systems, which served as a payment processor for those funds. Some of these investors have also invested in the Feenix Funds. These investors hold an economic interest in Feenix Payment Systems that is in addition to, and distinct from, their interests in the Feenix Funds. This opportunity was extended only to certain investors in those funds, and has not been offered in connection with subsequent funds. Although no individual investor holds an interest in Feenix Payment Systems exceeding 5.00 percent, the size of these interests does not eliminate the distinction between investors whose exposure is limited to their fund interests and investors who hold an additional economic interest in Feenix Payment Systems. While such investors do not control Feenix Payment Systems, and do not control the Feenix Funds’ ability to engage Feenix Payment Systems or the terms of such engagement, their participation in Feenix Payment Systems means that such investors benefit financially from the Feenix Funds’ engagement of Feenix Payment Systems, while other Limited Partners do not have this benefit. Because Feenix Payment Systems retains a portion of the gross operating profits generated by the CCP services provided to the Feenix Funds’ portfolio companies and also receives implementation and other fees charged to the portfolio companies, holders of interests in Feenix Payment Systems have an additional economic stake in revenues generated from arrangements facilitated by capital invested by the Feenix Funds. As a result, the interests of such investors may diverge from those of other Limited Partners with respect to matters affecting Feenix Payment Systems, including the pricing, scope, and duration of the CCP services, any amendment, restatement, or other modification of any revenue sharing agreements with the Fund, and any consent of any investor committee relating to the foregoing. In addition, a Limited Partner that

holds an interest in Feenix Payment Systems and serves on any investor committee may have a conflict of interest in granting or withholding any such consent. Accordingly, this arrangement presents a potential conflict of interest between those Limited Partners and Limited Partners whose exposure is limited to the Feenix Fund. Each prospective and existing Limited Partner should consider this arrangement in evaluating an investment in any Feenix Fund. By investing, each Limited Partner consents to such arrangement. Feenix’s employees, affiliates or their related persons may also invest directly in some or all of the Funds. In addition, as Feenix manages multiple Clients, it may have conflicts of interest in allocating time and resources to such other Clients. As a result of the foregoing, Feenix and its personnel may have conflicts of interest in allocating their time and activity between Clients, in allocating investments among Clients and other entities, an if effecting transactions between Clients and other entities, including ones in which Feenix or its personnel may have a greater financial interest. To address these potential conflicts of interest in its material relationships, the Adviser has adopted policies and procedures, including a Code of Ethics (the “Code”) (as described in Item 11). Under the Code, in general, all personnel of Feenix, including directors, officers, and employees of Feenix, must put the interests of Feenix’s Clients first and must act honestly and fairly in all respects in dealings with Clients. For a more detailed discussion of the Code and conflicts of interest policies, please see Item 11.

Item 11. Code of ethics, participation in client transactions and personal trading

Trading

Code of Ethics, Participation or Interest in Client Transactions, and Personal

The Adviser’s Code of Ethics (the “Code”) is designed to meet the requirements of Rule 204A-1 under the Advisers Act. The Code applies to the Adviser’s “Access Persons.” Access Persons include any member, officer or director of Feenix and employee of Feenix who, in relation to the Advisory Clients: (1) has access to non-public information regarding any purchase or sale of securities, or non-public information regarding securities holdings; or (2) is involved in making securities recommendations, executing securities recommendations, or has access to such recommendations that are non-public.

Read the rest of Item 11 (317 more words)

In addition, certain other individuals, such as temporary employees or independent contractors are deemed to be Access Persons by the Chief Compliance Officer in certain cases. The Code sets forth a standard of business conduct that addresses the Adviser’s status as a fiduciary to the Clients and requires Access Persons to place the interests of Clients above their own interests and the interests of Feenix. The Code requires Access Persons to comply with applicable federal securities laws. Further, Access Persons are required to promptly bring violations of the Code to the attention of Feenix’s Chief Compliance Officer. All Access Persons are provided with a copy of the Code and are required to acknowledge receipt of the Code upon hire and on at least an annual basis thereafter. The Code also sets forth certain reporting and pre-clearance requirements with respect to personal trading by Access Persons. Access Persons must provide the Adviser’s Chief Compliance Officer with a list of their personal accounts and an initial holdings report listing the holdings of such personal accounts within 10 days of becoming an Access Person. In addition, the Adviser’s Access Persons must provide annual holdings reports and quarterly transaction reports detailing, respectively, the holdings and quarterly transactions in their personal accounts in accordance with Advisers Act Rule 204A-1. The Code also describes the Adviser’s duty to protect material non-public information about securities/investment recommendations provided to (or made on behalf of) Clients. Underlying these policies and procedures are two primary principles. First, confidential information must be maintained in confidence. Second, Access Persons who possess material non-public information about public companies must not trade in the securities affected by such information, must not disclose such information to anyone who does not have a legitimate need to know it and must immediately disclose such information to the Chief Compliance Officer. Investors or prospective Investors can obtain a copy of the Code by contacting Feenix.

Item 12. Brokerage practices

The Firm focuses on a diversified range of credit-oriented investments sourced predominantly through the Adviser’s relationships. Although the Firm does not intend to regularly engage in public securities transactions, to the extent it does so, it intends to follow the brokerage practices described below. If an Adviser sells publicly traded securities for a Feenix Fund, it is responsible for directing orders to broker-dealers to effect securities transactions for accounts managed by such Adviser. In such event, the Adviser will seek to select brokers on the basis of best price and execution capability.

Read the rest of Item 12 (546 more words)

In selecting a broker to execute client transactions, the Adviser reserves the right to consider a variety of factors, including: (i) execution capabilities with respect to the relevant type of order; (ii) commissions charged; (iii) the reputation of the firm being considered; and (iv) responsiveness to requests for trade data and other financial information. An Adviser has no duty or obligation to seek in advance competitive bidding for the most favorable commission rate applicable to any particular client transaction or to select any broker on the basis of its purported or “posted” commission rate, but will endeavor to be aware of the current level of the charges of eligible brokers and to reduce the expenses incurred for effecting client transactions to the extent consistent with the interests of such clients. Although an Adviser generally seeks competitive commission rates, it may not necessarily pay the lowest commission or commission equivalent. Transactions may involve specialized services on the part of the broker involved and thereby entail higher commissions or their equivalents than would be the case with other transactions requiring more routine services. Consistent with the Adviser of a Feenix Fund seeking to obtain best execution, brokerage commissions on client transactions are permitted to be directed to brokers in recognition of research furnished by them or a designated third party, as well as for services rendered in the execution of orders by such broker or dealer, although the Firm generally does not make use of such services at the current time. As a general matter, research provided by these brokers would be used to service all of the Firm’s clients. However, each and every research service may not be used for the benefit of each and every client of the Firm (and may benefit the Firm, as it may not have to pay for such services out of its own resources), and brokerage commissions paid by one Fund may apply towards payment for research services that might not be used in the service of such Fund. The Adviser will employ no agreement or formula for the allocation of brokerage business on the basis of research services and will not attempt to put a specific dollar value on services rendered. The Adviser expects on occasion to determine which brokers have provided research that has been helpful in the management of clients. To the extent consistent with the Adviser’s goal to obtain best execution for their clients, the Firm reserves the right to seek to place a portion of the trades that it directs with the brokers who are identified through this process. The Adviser does not anticipate engaging in significant public securities transactions; however, to the extent that the Adviser engage in any such transactions, orders for purchase or sale of securities placed first will be executed first, and within a reasonable amount of time of order receipt. From time to time, the Adviser expects, but is not obligated, to purchase or sell securities for several client accounts at approximately the same time. Such orders may be combined or “batched”; however, the Adviser generally does not expect to do so. To the extent such orders are not batched,

they may have the effect of increasing brokerage commissions or other costs. Feenix does not participate in any soft dollar arrangements.

Item 13. Review of accounts

All investments are carefully reviewed and approved by Feenix’s investment professionals. The progress of all credit-oriented investments is carefully monitored on a periodic basis and is subject to the supervision and review by Feenix investment professionals. Feenix generally maintains an ongoing oversight position in its credit-oriented investments. The investments made by the Feenix Funds are generally private, illiquid and long-term in nature. Accordingly, the Feenix Fund review process is not directed toward a short-term decision to dispose of securities.

Read the rest of Item 13 (88 more words)

Feenix generally provides each Investor with audited financials of the Feenix Fund in which they invest (typically within 120 days after each fiscal year end for the Feenix Funds), unaudited quarterly financial statements (typically within 60 days of each quarter end), annual tax information for the completion of income tax returns, and regular reporting updates through investor letters. In addition to the information provided to all Investors, the Adviser may arrange to provide certain Investors with additional information or more frequent reports that other Investors will not receive.

Item 14. Client referrals and other compensation

From time to time, the Adviser may enter into arrangements with third parties (“Solicitors”) to identify and refer potential Clients to the Adviser and/or to serve as placement agents for the Feenix Funds. Consistent with legal requirements under the Advisers Act, the Adviser enters into written agreements with Solicitors under which, among other things, Solicitors are required to disclose their compensation arrangements to prospective Clients before such Clients enter into an agreement with the Adviser.

Read the rest of Item 14 (89 more words)

To address potential conflicts of interest, the Adviser generally requires Solicitors to provide details, or the Adviser provides details, of any referral fees relating to a particular potential Client or potential Investor to that Client or Investor at the time of solicitation activities. Any compensation paid to such placement agents that the Adviser may engage, will not impact the fees paid by Investors in the Feenix Funds. Feenix does not receive other compensation other than the management fees and promote related to its advisory services provided to the Clients.

Item 15. Custody

Pursuant to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”), Feenix or its affiliates are deemed to have custody of the assets held by the Clients because affiliates of Feenix may serve as the general partners or managing members of the Client. To ensure compliance with the Custody Rule, Feenix will ensure that the Clients are subject to an annual audit by an independent public accountant registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board (“PCAOB”) and that the audited financial statements of each Client will be prepared in accordance with generally accepted accounting principles and distributed to Investors within 120 days of the end of each Client’s fiscal year.

Read the rest of Item 15 (122 more words)

Investors should carefully review the audited financial statements of the Clients upon receipt, and should compare these statements to any account information provided by Feenix. As Feenix’s investment program primarily involves investments in direct loan investments sourced predominantly through the Adviser’s relationships, Feenix generally will be exempt from the requirement that securities be maintained with a “qualified custodian.” Feenix anticipates that many of its investments will involve securities that meet the exemption detailed in the IM guidance updated No 2013-04. In the event that a Client holds publicly traded securities or securities which are otherwise ineligible for an exemption from the qualified custodian requirement, those holdings will be maintained with a qualified custodian in an account in the name of the Client.

Item 16. Investment discretion

Feenix has full discretionary authority over each of the Feenix Funds, as described in each governing documents and confidential offering materials. Investment advice is provided directly to each Feenix Fund and not individually to the Limited Partners of any Feenix Fund. Investment restrictions for the Funds are generally set forth in the respective governing documents of the Feenix Funds. Investors generally may not impose additional restrictions on the management of the Feenix Funds. Pursuant to the terms of the applicable governing documents, however, a Feenix Fund or Feenix may enter into side letters with certain Limited Partners whereby the terms applicable to such Limited Partner’s investment in such Feenix Fund may be altered or varied for certain legal, tax, regulatory or other similar reasons.

Item 17. Voting client securities

The Feenix Funds will primarily invest in direct loans to small and medium-sized business that typically do not seek proxies. When the Adviser receives proxies in connection with its publicly traded portfolio, the Adviser will exercise the proxy vote in the best interest of the Feenix Funds, taking into consideration all relevant factors, including without limitation, acting in a manner that the Adviser believes will: (i) maximize the economic benefits to the Fund; and (ii) promote sound corporate governance by the issuer. Whenever Feenix is required to exercise a vote for a creditoriented investment, the same standards and procedures shall apply. Investors may contact Feenix’s Chief Compliance Officer, Thomas Betts, at (646) 902-6645 for a copy of Feenix’s proxy voting policy or more information about proxy voting.

Item 18. Financial information

Feenix does not require or solicit prepayment of management fees more than six months in advance, has never filed for bankruptcy, and is not aware of any financial condition that could affect its ability to manage the Feenix Funds.

Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.