Types of Clients
B-29 Advisors provides advisory services to Private Funds that make private equity investments.
As noted, these Private Funds are B-29 Advisors’ clients. Underlying Investors in such funds will
generally be institutional investors, including, high-net-worth individuals, trusts, estates,
corporations, limited partnerships, limited liability companies, or other entities. Underlying
Investors generally will not be obligated to make a formal minimum commitment in a Private Fund.
Methods of Analysis, Investment Strategies, and Risk of Loss
The Private Funds invest in small to middle market companies in the energy market, typically
investing one million dollars to twenty-five million dollars in companies with enterprise values that
are typically between one million dollars and one hundred million dollars.
With respect to energy investments, B-29 Advisors’ investment strategy includes identifying and
investing in companies in the energy sector that B-29 Advisors believes have innovative and
technologically-focused management teams that are able to persevere in all commodity cycles.
Investment decisions are reviewed at multiple levels within B-29 Advisors. Each potential
investment is reviewed by one or more investment professionals who make an initial determination
regarding the suitability of each potential investment. Investment opportunities that pass this initial
review are then assessed by B-29 Advisors’ investment committee.
Following an investment in a portfolio company, the investment team responsible for such
investment continues to have a primary responsibility for monitoring the portfolio company’s
performance. Material events, along with acquisition, divestiture and disposition opportunities, are
discussed at B-29 Advisors’ monthly investment committee meetings.
All investments in the Private Funds involve a high degree of risk of loss that investors should be
prepared to bear, including risk of complete loss. B-29 Advisors does not provide individualized
advice to the Underlying Investors in the Private Funds that it advises regarding the suitability of
an Underlying Investor’s investment in any private fund, in the context of its total portfolio.
Underlying Investors are responsible for determining what an appropriate allocation of their total
investment portfolio should be for an investment in the Private Funds (if any) and B-29 Advisors
bears no responsibility for such determination by an Underlying Investor.
A brief summary of some of the risks associated with an investment in one of the Private Funds is
set forth below. This summary is not, nor is intended to be, a comprehensive listing of all of the
risks, potential conflicts of interest and the tax, legal and regulatory considerations that an investor
should consider before making any decision to invest in a private fund. Underlying Investors are
advised that they should consult with their own legal, financial, tax and other professionals before
deciding to make any investment decision.
Despite B-29 Advisors’ efforts to identify promising investment opportunities for the Private
Funds, an investment in a private fund entails a high degree of risk. These risks include, but are not
limited to, the following:
1. No Assurance of Return. There can be no assurance that the Private Fund’s investment
objectives will be achieved or that there will be any return of capital.
2. Lack of Diversification. The Private Funds will make relatively few investments, so poor
performance by any one investment could have a materially adverse effect on the Private
Fund.
3. Illiquidity and Long Holding Periods. Interests in private funds are highly illiquid, and
Underlying Investors generally may not withdraw capital from the Private Funds.
4. Dependence on Key Individuals; No Right to Control the Private Funds’ Operations. Under
each Private Fund’s governing documents, investors will have no rights with respect to the
control of the Private Fund’s day-to-day operations or of the Private Fund’s business,
including investment and disposition decisions. To protect their limited liability from the
liabilities and obligations of any Private Fund, investors must rely entirely on the Adviser
or its affiliates to conduct and manage the Fund’s affairs. The success of any Private Fund
is expected to be dependent significantly upon the expertise of certain key persons. There
can be no assurance that the Adviser’s current personnel will continue to manage any
Private Fund throughout its term. The loss of the services of one or more of these
individuals could have a material adverse effect on the performance of any Private Fund
and the value of an investment in the Private Fund.
5. Leverage. The Private Funds may use leverage in connection with making investments, and
their portfolio companies may incur a significant amount of leverage. The leverage
increases exposure to adverse economic factors and could result in permanent loss of
capital.
6. No Hedging. The Private Funds do not enter into hedging arrangements to establish, in
advance, a price for the sale of the oil and natural gas produced from the Private Funds’
properties, and the Private Funds do not intend to enter into such arrangements in the future.
As a result, the Private Funds may realize the benefit of any short-term increase in the price
of oil and natural gas, but the Private Funds will not be protected against decreases in price,
and if the price of oil and natural gas decreases significantly, the Private Funds’ business,
results of operation and cash available for distribution may be materially adversely affected.
7. Tax Risks. Tax consequences to investors in private funds are complex, and the structure of
the Private Fund’s investments could result in different tax consequences for different
Underlying Investors.
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