Kimmeridge Energy Management Company, LLC

Kimmeridge Energy Management Company, LLC (“Kimmeridge” or the “Adviser” or the “Firm”) a Delaware limited liability company, is an alternative investment management firm founded in 2012 by Benjamin Dell, Henry Makansi and Dr. Neil McMahon (the “Founding Members”). The Adviser maintains its principal office in New York, New York. Kimmeridge’s investment activities focus primarily on the energy space. Kimmeridge invests in public and private companies, including through direct ownership of assets, and employs an in-house operations team through its wholly-owned subsidiary, Kimmeridge Operations, LLC (“Kimmeridge Operations”) based in Denver, Colorado. Kimmeridge conducts its advisory business through its U.S. operations and, in certain cases, through affiliated or branch entities outside the United States, as described in Item 10 below. Funds managed in accordance with Kimmeridge’s “flagship” exploration strategies are referred to herein as the “Flagship Funds” and all funds managed by Kimmeridge, including the KEEP Funds (as defined below), Kimmeridge Mineral Fund, LP (“KMF”) and the Kimmeridge Carbon Solutions Funds (as defined below), are referred to as the “Kimmeridge Funds” or the “Funds”. Kimmeridge is led by the Founding Members along with Noam Lockshin, Alex Inkster, Neda Jafar and Emily Mills. Each of the members of the leadership team are partners or members of the various limited and general partnerships or limited liability company entities through which the Firm operates. From time to time, the Firm may provide individualized or tailored investment advisory services to certain clients via separately managed accounts or specialized direct investments in portfolio companies where the Adviser has investment discretion, as described in additional detail below (“Direct Investments”), and in certain limited circumstances, investors in Kimmeridge Funds may request application of certain broad Fund investment guidelines via side letters. Kimmeridge Engagement Management, L.P. (“KEM”) is an affiliate of Kimmeridge and an investment adviser relying on Kimmeridge’s registration with the SEC. KEM serves as the investment manager for the KEEP investment strategy utilized by Kimmeridge Energy Engagement Partners II, L.P. launched in 2021 (the “KEEP II Fund”) and Kimmeridge Energy Engagement Partners III, L.P. launched in 2024 (the “KEEP III Fund” and together with the KEEP II Fund, the “KEEP Funds”). Mark Viviano serves as the lead portfolio manager of the KEEP Funds. The KEEP Funds are focused on investing in publicly traded energy companies where the team believes that investor engagement is warranted and the potential for value creation exists. KEM utilizes a proprietary portfolio screening tool to identify the companies in which it determines to invest. The Kimmeridge Funds are privately offered pooled vehicles organized primarily as limited partnerships with terms consistent with private equity or similar structures. Investors in these privately offered funds are typically institutional investors, foundations and endowments, public plans and other sophisticated investors. The Adviser may also provide advisory services via Direct Investments whereby investors allocate capital directly to a portfolio company or holding company or other entities that are not structured as Kimmeridge Funds. In these situations, one or more investors may participate directly at the holding company or portfolio company level rather than through a Fund. Such arrangements may be established for structural, tax, regulatory, commercial, or other reasons and are evaluated on a case‑by‑case basis. The Adviser may also provide investment advice to clients via a separately managed account. Where the Adviser provides advisory services to investments held outside of a Fund structure, the Adviser applies substantially similar investment processes, oversight, and fiduciary principles as those applied to Fund investments, subject to the governing documentation of the applicable entity. Kimmeridge has been registered with the SEC as an investment adviser since 2012. As of December 31, 2025, the Firm manages approximately $6.3 billion in regulatory assets on a discretionary basis as reported in its Form ADV Part 1. This figure includes approximately $944M of assets invested via Direct Investments.

Kimmeridge and the Kimmeridge Funds operate under exemptions from registration with the US Commodity Futures Trading Commission (“CFTC”) as a commodity trading advisor or commodity pool operator. Kimmeridge Operations Kimmeridge’s investment strategy is also predicated on direct ownership and operation of investments, including through its team at Kimmeridge Operations and portfolio company teams. Kimmeridge Operations consists of a team of professionals with experience across all major exploration and production (“E&P”) functions including land, geology, engineering, and finance. The costs of Kimmeridge Operations, including salaries of employees, related travel and expenses and overhead, are allocated to the Kimmeridge Funds in accordance with the Firm’s expense allocation policy which is described in more detail below (the “Expense Policy”). Kimmeridge provides advisory services to the Funds in a number of ways. Employees of Kimmeridge comprise the investment teams, investor relations, finance, operations, information technology, data science, human resources and legal & compliance groups. The costs of these employees are generally borne by Kimmeridge, aside from certain travel and other dedicated expenses, as outlined in the Expense Policy. Kimmeridge may engage third party vendors and service providers to provide services to the Funds, including but not limited to, consultants, external advisers, land brokers and data providers. These expenses will also be allocated pursuant to the Expense Policy. The Expense Policy also sets out the manner in which expenses and costs of Kimmeridge Operations are allocated to the Funds. The use of affiliates such as Kimmeridge Operations professionals to perform activities for the Funds, and the subsequent allocation of such costs and expenses to the Funds, as opposed to using unaffiliated third parties, presents a potential conflict of interest. Kimmeridge believes these conflicts are mitigated substantially in several ways, principally, through disclosure to investors of the Firm’s and the Funds’ structure, implementation and documentation of the Expense Policy, and certain other factors. In addition to disclosure in this Brochure, the substantive provisions of the Expense Policy are disclosed to investors in due diligence requests and described in each Fund’s limited partnership agreement and other documents shared with investors. Kimmeridge Operations exists for the sole purpose of supporting the Funds and does not perform services for any unaffiliated companies. Kimmeridge Operations does not take on debt and does not retain or generate any profits. Rather, it is operated solely in support of the Kimmeridge Funds, employing its personnel, managing payroll and staffing, retaining office space, and contracting with vendors and service providers. As such, all costs and expenses, along with any profits, are borne by or allocated to, the Funds and their investors, all in accordance with the Expense Policy. The vast majority of Kimmeridge Operations’ costs are comprised of overhead including salary and benefits paid to Kimmeridge Operations employees. As indicated in the Expense Policy, each Fund will bear those expenses in a fair and equitable manner. For example, costs directly allocable to a particular project or portfolio company will be borne in whole by the particular Funds (either directly or indirectly, through one or more projects of portfolio companies) sponsoring the project or portfolio company. Costs shared by one or more Funds will be allocated on a pro rata basis, based on capital commitments or partner’s capital (Fund balance sheet equity). Compensation and benefits costs are allocated to the appropriate Funds based on time spent on a particular project, portfolio company or Fund, as recorded by employees on a bi-weekly basis via the Time Star system. Kimmeridge Fund investors receive detailed reporting on Fund investments and expenses including quarterly unaudited financial statements and annual audited financial statements. These financial statements describe in detail the current liabilities of the Funds as of the date of the financial statements, including accrued general and administrative expenses of Kimmeridge Operations and Kimmeridge. Further, each Fund’s Limited Partner Advisory Committee (“LPAC”) members receive detailed information on compensation paid to Kimmeridge Operations personnel, and Kimmeridge discusses in detail with each LPAC any questions or comments they may have in connection with each Fund’s annual

meeting. As such, Kimmeridge Fund investors are given full disclosure as to the nature and amount of costs allocated to each Fund. Kimmeridge believes that its policies and procedures used in overseeing Kimmeridge Operations can help address any concerns relating to potential conflicts of interest associated with the use of an affiliated company in its operational structure, in lieu of outsourcing to third parties. As a fiduciary to its clients, Kimmeridge must ensure that it acts in the best interests of the Funds. Kimmeridge exercises these obligations in connection with its oversight of Kimmeridge Operations, including when engaging in hiring practices, setting compensation policies, and other related activities. Specifically, Kimmeridge has implemented policies designed to foster alignment of interests between the Funds and extends its fiduciary obligations to all Kimmeridge Operations employees. The Adviser believes that this practice differentiates Kimmeridge and serves as a mitigating factor to address potential conflicts associated with using an affiliated service provider like Kimmeridge Operations. In hiring employees or setting annual compensation rates, Kimmeridge may seek guidance from independent sources such as recruiting firms, consulting firms and other industry intelligence such as available competitor data and public company information. Every three years, or more frequently as necessary, Kimmeridge engages a third-party consulting firm, ECI, to conduct a compensation study of Kimmeridge Operations employees. Kimmeridge works with ECI to identify appropriate peer groups for comparison purposes based on estimated annual revenues and capital expenditures of other oil and gas E&P companies. The study compares base salary, bonus and total cash compensation for Kimmeridge Operations employees by role versus similar roles for the identified E&P peer group. In the event that the study shows total cash compensation for any particular role at Kimmeridge Operations is above a certain threshold (e.g. 120% or more of the average amount in the comparison group), Kimmeridge looks to identify particular reasons for the difference and determine whether adjustments should be made. The study is designed to help ensure that compensation and benefits paid to employees of Kimmeridge Operations and borne by the Funds are consistent with market ranges and not dissimilar from that of unaffiliated similarly situated employers, while still maintaining the ability to attract and retain top notch talent. To the extent that Kimmeridge charges costs of certain personnel of the Adviser to funds, portfolio companies or projects going forward, Kimmeridge will conduct a similar compensation study for these employees. Additionally, Kimmeridge engages a third party human resources services provider (Insperity, Inc.) that provides a comprehensive benefits package for Kimmeridge employees at a bundled rate. Kimmeridge believes that it would be difficult, for a number of reasons, to negotiate better rates for these services with other providers. From time to time, the Chief Operating Officer (“COO”), along with the General Counsel (“GC”)/Chief Compliance Officer (“CCO”), Finance team, and the Head of Talent, will review the services and pricing from Insperity and compare this with other options, such as insourcing or engaging with another provider, to determine whether to continue the service or make a change. In doing so, they will also consult with other members of the leadership team and will consider all relevant factors including but not limited to financial and implementation costs. Kimmeridge maintains relationships with brokers and consultants with whom the Firm works when seeking to lease or update office space. Such brokers and consultants work with Kimmeridge to help negotiate rental and other rates that are consistent with market ranges, as well as terms that are consistent with market expectations. In this way, Kimmeridge looks to ensure that overhead expenses of Kimmeridge Operations are fair and equitable, further working to mitigate potential conflicts associated with affiliates. Kimmeridge believes that the risks of any conflict of interest presented by virtue of allocating Kimmeridge Operations personnel expenses to the Funds are outweighed by the benefits of this structure. Many Kimmeridge Operations professionals have gathered institutional knowledge that helps the Funds operate in a more seamless and efficient manner. They have developed relationships with vendors and other industry participants and partners that help them understand and solve problems that are unique to Kimmeridge. The potential value to be added from this type of cultivated talent and institutional knowledge base is, in our view, extremely additive from a qualitative perspective, but difficult to quantify and test. For example, Kimmeridge Operations team members often conduct research and analysis on technical and geological components of an investment or prospective investment which are incorporated

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The fees applicable to each Fund are set forth in detail in each Fund’s offering documents. Kimmeridge Funds charge fees that are borne by the investors or limited partners of the Funds. These fees are generally structured as follows: Management Fee

2% per annum of Capital Commitments until the end of the Commitment Period, with step-downs thereafter

Carried Interest

20% carried interest after 8% preferred return with a 50/50 catch-up

In certain circumstances, fees may be negotiated with investors and will generally depend on factors such as the particular Kimmeridge Fund or strategy in which the investor is investing, and timing and size of the investment. Generally, Funds created for purposes of co-investment will have a different fee structure, which could be lower than fee structures of other Kimmeridge Funds. Kimmeridge also manages other types of investment vehicles with alternative fee structures, including those with performance allocations or performance fees as opposed to those described above. Kimmeridge Fund documentation such as the private placement memorandum, limited partnership agreement, subscription documentation and potentially, side letters, set out all the relevant terms including distribution provisions and commitment periods. Kimmeridge Funds are privately offered and operate in reliance upon one or more exemptions from registration with the SEC. Other Expenses Borne by the Kimmeridge Funds In addition to the management fees, the Funds bear, directly or indirectly, all expenses related to the Fund’s operations (collectively, “Fund Expenses”), including, but not limited to, organizational expenses, capital expenses, operating expenses, capital raising costs (including travel and accommodation related costs), out of pocket expenses, fees of third party administrators, custodian banks, fees, costs and expenses directly related to purchasing, holding, maintaining, disposing of, financing, hedging, developing, operating, negotiating and structuring Investments, including costs of experts, petroleum engineers, geologists, landmen, consultants (including but not limited to those providing services relating to environmental, social, governance, health or safety issues relating to an investment of the Funds), geophysicists, including costs of Kimmeridge Operations, described in more detail below, and other service providers, including legal costs relating to personnel of Kimmeridge Operations, unreimbursed costs in connection with transactions (whether or not consummated) and travel expenses, fees and expenses of accountants and legal counsel and accounting services, any brokerage commissions and custodial expenses, any insurance, indemnity or litigation expense, any taxes, fees or other governmental charges levied against the Funds, principal, interest on and fees and expenses arising out of all borrowings made by the Funds, expenses associated with portfolio and risk management including currency hedging, expenses of liquidating the Funds, expenses incurred in connection with any tax audit or investigation of the Funds, and expenses associated with the Funds’ administrative and reporting costs, including expenses of one or more advisory committees, financial statements and tax returns. Kimmeridge Funds will also bear reasonable costs of consultants, including financial advisory or investment banking, business consulting, proxy advisory firms, tax consulting firms, industry associations and potential litigation funding to support regulatory efforts in a particular basin where a Kimmeridge Fund or subsidiary operates, as well as public relations firms. Eligible Fund Expenses will generally be allocated directly to the Kimmeridge Fund or project or portfolio company with respect to which the expense was incurred. Expenses of Kimmeridge Operations (including rent, healthcare, compensation, server expenses, phone charges, information technology maintenance, utilities, office supplies, building-related and other insurance, office-related expenses including cleaning and security), are borne by the Funds and in each case are allocated in a fair and equitable manner, generally based on the time allocated by each such employee over a recent time period. Each Fund’s limited partnership agreement and/or private placement memorandum sets out in more detail the expenses borne by the Funds and each limited partner. To the extent applicable, expenses of Kimmeridge Operations would be allocated to the KEEP Funds in a manner that is consistent with the Kimmeridge expense allocation policy. In addition, in certain cases, fees, reimbursements or other amounts received by the Adviser or its affiliates in connection with services provided to portfolio companies or investments may not be subject to offset against the management fee and may instead be retained by the Adviser or its affiliates. These may include,

for example, reimbursements for expenses directly related to a portfolio company, payments for services provided in the ordinary course of business, and fees related to operational, technical or data-driven services (including services provided by Kimmeridge Operations or similar affiliates), as well as other amounts permitted or approved in accordance with applicable Fund governing documents. These arrangements may give rise to a potential conflict of interest, as certain fees or other amounts received by the Adviser or its affiliates may not be subject to offset against the management fee. The Adviser seeks to manage these conflicts in accordance with its policies and procedures and applicable Fund documentation; however, there can be no assurance that all such fees or amounts will be subject to offset or that the Adviser will not receive greater compensation as a result of such arrangements. Kimmeridge does not currently have any arrangements whereby compensation is paid to third parties for marketing Kimmeridge Funds.

The descriptions set forth in this Brochure of specific advisory services that the Adviser offers, investment strategies pursued and investments made by the Adviser on behalf of the Kimmeridge Funds, should not

be understood to limit in any way the Adviser's investment activities. The Adviser may offer any advisory services, engage in any investment strategy and make any investment, including any investment not described in this Brochure, that the Adviser considers appropriate, subject to each Fund’s investment objectives and guidelines. The investment strategies the Adviser pursues are speculative and entail substantial risks, including substantial loss of capital. There can be no assurance that the investment objectives of any Fund will be achieved. Investment discretion over the management of the Kimmeridge Funds is delegated to Kimmeridge by the General Partner of each Fund. Each Fund’s private placement memorandum and LPA sets out the Fund’s investment strategy and guidelines. Certain investors may also impose limited restrictions on a Fund’s investments via a side letter agreement with Kimmeridge. For the most part, these types of restrictions are limited to investment concentration guidelines with respect to a particular type of investment or geological formation. The Investment Team regularly reviews the Funds’ investments in this regard and in connection with regular investment monitoring and oversight, in particular via review of the monthly Fund financial statements prepared and reviewed by the Finance team and distributed to the Investment Team members to review and confirm the information therein. In addition, the Finance Team monitors each Funds’ investment guidelines, including prior to making any new investments, to confirm compliance with investment guidelines. Kimmeridge exercises great care in monitoring the Funds’ investments in a manner that is designed to ensure that the Funds are managed in compliance with the Funds’ objectives, restrictions and guidelines. Flagship Strategies Kimmeridge’s flagship investment strategies focus on identifying unconventional U.S. oil and gas assets that sit at the front-end of the cost curve. Kimmeridge applies its in-house technical and geologic expertise to identify and evaluate the core area for operating. Kimmeridge’s pursuit of assets at attractive values can include select positions in public energy companies and in mineral interests. Assets at the front of the U.S. cost curve are those that are most economic through the commodity price cycle. Kimmeridge looks to access these assets through two principal approaches: (1) by land aggregation in established basins, taking on complex leasing programs where others may lack the resources or capabilities to do so; and (2) by use of geologic screening in emerging basins, identifying entry points through its differentiated investment screening methodology. Kimmeridge employs a proprietary multi-stage screening methodology developed in-house to identify and evaluate investment opportunities. Typically, initial stages involve identifying a historically conventional basin, analyzing and assessing correlation between deposits within basins and studying petroleum systems of major hydrocarbon basins. The Firm and the Flagship Funds maintain the following advisory committees or boards that act in an oversight capacity: Limited Partner Advisory Committee Each Fund maintains an LPAC, which provides advice to the Firm and each Fund in connection with actual or potential conflicts of interest and other related matters. The LPAC has the authority to grant approvals and to take various other actions that are specified in the particular limited partnership agreement. The LPAC generally meets on an annual basis and more frequently as needed. Energy Advisory Board Kimmeridge also maintains an Energy Advisory Board (“EAB”) consisting of industry professionals who act as a peer review committee for entry into new geological concepts and their development. The EAB generally meets quarterly and does not maintain investment discretion or direct Fund investments. EAB members are entitled to an annual fee payable by the Funds, and are reimbursed for reasonable expenses

incurred by them in connection with their service and in some cases, may invest in the Funds without incurring a Management Fee or Carried Interest. Investment Committee Each Flagship Fund maintains an Investment Committee responsible for making material investment decisions with respect to the Kimmeridge Funds. The composition of each Fund’s Investment Committee may differ and will generally include the Founding Members along with Mr. Lockshin, Mr. Inkster and/or Ms. Mills. The Investment Committee may include one or more limited partners of Kimmeridge Funds in a nonvoting, observer capacity. KEEP Strategy The KEEP strategy invests in public E&P companies to advocate for shareholders and enact change through active minority interests. The KEEP strategy focuses on reforming capital allocation, governance and environmental stewardship to unlock shareholder value. KEEP’s primary goals of engagement are to: drive multiple expansion via the implementation of a transformed, profitable business model with defined and sustainable shareholder return frameworks; push for necessary value accretive consolidation in the space to create larger, more investable companies that will attract increased investor interest; align management incentives with shareholder interests to drive proper value creation; improve corporate governance through instituting board limits and enabling board refreshment; address environmental concerns via thorough reporting, increased emissions reductions, the elimination of flaring, and target setting to demonstrate long-term sustainability of the business. KEEP maintains the following advisory committees or boards that act in an oversight capacity: Limited Partner Advisory Committee Each KEEP Fund maintains an LPAC, which provides advice to the Firm and the KEEP Funds in connection with actual or potential conflicts of interest and other related matters. The LPAC has the authority to grant approvals and to take various other actions that are specified in the particular limited partnership agreement. The LPAC generally meets as needed. KEEP Advisory Board The KEEP Advisory Board is comprised of experienced professionals who act as a peer review committee for KEEP’s investment process and operations. The KEEP Advisory Board does not maintain investment discretion or direct Fund investments. Members may receive cash compensation, are entitled to be reimbursed for reasonable expenses incurred by them in connection with their service on the committee and may invest in the KEEP Funds without incurring a Management Fee or Carried Interest. Investment Committee KEEP also maintains an Investment Committee responsible for making material investment decisions with respect to the KEEP Funds. The Investment Committee is comprised of Mark Viviano, Ben Dell and Neil McMahon. Kimmeridge Carbon Solutions Strategy The Kimmeridge Carbon Solutions (“KCS”) strategy is focused on investments that support the growth of renewable energy and drive global decarbonization. KCS will look to allocate capital to investments that focus on the development of renewable power and on activities that reduce or remove carbon emissions.

In implementing this strategy, Kimmeridge will look to leverage current capabilities, knowledge base and technical expertise of its in-house teams in furtherance of alternative energy projects. Limited Partner Advisory Committee Each KCS Fund maintains an LPAC, which provides advice to the Firm and KCS in connection with actual or potential conflicts of interest and other related matters. The LPAC has the authority to grant approvals and to take various other actions that are specified in the particular limited partnership agreement. The LPAC generally meets as needed. KCS Advisory Board The KCS Advisory Board is comprised of experienced professionals who act as a peer review committee for KCS’s investment process and operations. The KCS Advisory Board meets quarterly and does not maintain investment discretion or direct fund investments. Members are entitled to be reimbursed for reasonable expenses incurred by them in connection with their service on the committee and may invest in KCS without incurring a Management Fee or Carried Interest. Investment Committee KCS also maintains an Investment Committee responsible for making material investment decisions. The KCS Investment Committee is comprised of Ben Dell, Henry Makansi and Emily Mills. Risks Related to Investment Strategies Investing involves a risk of loss that investors should understand and be prepared to bear. Our investment strategies involve significant risk of loss, including the possibility of a total loss of your investment. Material risks include, but are not limited to, the following: Concentration in Energy Industry. The Firm’s investment strategies concentrate on the energy industry, specifically oil and gas, which involves significant risk of loss, and can be compounded by other factors, and success is substantially dependent on prevailing prices for oil and natural gas as well as the demand for oil and natural gas. A substantial and prolonged decline in oil and gas prices could have a material adverse effect on the Firm’s investments and the Kimmeridge Funds. The volume of oil and gas produced and the prices obtainable therefore will be affected by market factors beyond the Firm’s control. Such factors include the extent of domestic production, the level of imports of oil and gas from outside the U.S., the general level of market demand on a regional, national and worldwide basis, domestic and foreign economic conditions that determine levels of industrial production, political events in foreign oil-producing regions and variations in governmental regulations and tax laws or the imposition of new governmental requirements upon the energy industry. Assumption of Catastrophe Risks. The Firm’s investment strategies may be subject to the risk of loss arising from direct or indirect exposure to various catastrophic events, including hurricanes, earthquakes and other natural disasters (which may be caused, or enhanced in frequency and severity, by climate change factors); war, terrorism and other armed conflicts; cyberterrorism; major or prolonged power outages or network interruptions; and public health crises, including infectious disease outbreaks, epidemics and pandemics. To the extent that any such event occurs and has a material effect on global financial markets or specific markets or issuers in which the Partnership invests (or has a material negative impact on the operations of the Adviser, the risks of loss can be substantial.

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Investors in Kimmeridge Funds, separately managed accounts or Direct Investments are largely institutional investors including endowments and foundations, corporations, pension plans, sovereign wealth funds and funds of funds, in addition to family offices and high net worth individuals. Kimmeridge Funds typically have minimum investment requirements of approximately $5 million, which may be waived or reduced at the discretion of the General Partner or the Adviser. In limited circumstances, the Adviser or its personnel, including senior investment professionals, may serve on the boards of directors of, or otherwise have fiduciary or contractual duties to, portfolio companies in which the Funds invest or alongside which Direct Investments are made. As a result, such persons may owe fiduciary duties to both a portfolio company and one or more Kimmeridge Funds. Conflicts of interest may arise where an investment opportunity or asset may be suitable for both a portfolio company and a Fund (for example, where a portfolio company and a Fund each seek to acquire the same or a similar asset), or where decisions made in respect of a portfolio company could have differing impacts on a Fund. In such circumstances, the Adviser may have an incentive to favor one client over another or may be constrained in its ability to act solely in the interests of a particular client. The Adviser seeks to manage these conflicts in a manner it believes to be fair and equitable and consistent with its fiduciary obligations. In doing so, the Adviser will consider relevant facts and circumstances, including the investment objectives, strategies, available capital, and existing holdings of the applicable Fund or portfolio company, as well as legal, regulatory, contractual and governance considerations. The Adviser may also implement mitigation measures such as internal review by senior personnel, consultation with the GC/CCO or a delegate, adherence to its allocation and conflicts policies and procedures, and, where appropriate, disclosure to and/or approval from a Fund’s Limited Partner Advisory Committee. However, there can be no assurance that any such conflict will be resolved in favor of any particular client or that outcomes will be the same across clients.

As described above in Item 5, Kimmeridge or its affiliates may receive performance-based compensation (a/k/a “Carried Interest”) generated from the Kimmeridge Funds. The Adviser and a Fund’s general partner (the “General Partner”), if applicable, reserve the right to waive or modify performance-based compensation charged to any of the investors in a Fund or establish a separate class of interests in a Fund that is not subject to compensation. Performance-based compensation may create an incentive for Kimmeridge to make investments that are riskier or more speculative than would be the case in the absence of such an arrangement. In light of the private equity and performance-based compensation structures of the Kimmeridge Funds, potential conflicts associated with managing performance-based fees and accounts on the one hand and other types of accounts with non-performance-based fees on the other, are unlikely to arise in the normal course of our business. In certain cases, Kimmeridge Funds are managed in a side-by-side manner, for example, where one Fund is structured to accept tax-exempt investors and another is structured to accept taxable investors, in the case of a co-investment arrangement or where Funds with similar investment objectives are eligible to allocate capital to the same investments. In these cases, Kimmeridge will allocate investments in a manner that is: (i) consistent with the Fund’s offering and governing documents and consistent with its discretionary authority; (ii) fair and equitable; and (iii) without regard to the particular level of performance-based compensation or carried interest that could potentially be generated from such Fund or whether such Fund is already generating carried interest. For example, Kimmeridge may allocate expenses directly relating to a particular Fund or co-investment (i.e., legal and organizational expenses for a particular Fund) or may allocate expenses relating to multiple Funds or co-investments on a pro rata basis based on relative committed capital or invested capital etc. To the extent the Adviser manages investments through a Fund and one or more holding companies or similar entities at the same time, including where certain investors participate directly at the holding company level, the Adviser will seek to manage such arrangements in a manner it believes to be fair and equitable over time. These circumstances may present potential conflicts of interest, including with respect to the allocation of investment opportunities, timing of investments or exits, and the deployment of capital. The Adviser seeks to address such conflicts in accordance with its policies and procedures and its fiduciary obligations. Kimmeridge may also establish dedicated co-investment vehicles after a Fund has allocated capital to an investment. As a result, multiple vehicles may hold the same investment but have different investment objectives or constraints or may have allocated capital to the same investment at differing valuations. For example, an investor in a co-investment vehicle may request or determine to sell or reduce a position while the main Fund continues to hold or increases its position. These situations may result in Kimmeridge buying

or selling the same security at different times, in different amounts, or on different terms. Such side-by-side management creates potential conflicts of interest, including: (i) how to allocate investment opportunities between the Fund and a co-investment vehicle; (ii) the timing of transactions where one vehicle seeks to exit a position while another continues to hold or acquire the same security; and (iii) the potential market impact on trading activity in one vehicle that could affect the price of a security held in another vehicle. Kimmeridge seeks to manage these conflicts fairly and in accordance with its allocation policy. However, there can be no assurance that conflicts will always be resolved in favor of any particular vehicle or that results for different vehicles will be the same. For the most part, Kimmeridge expects that the Flagship Funds will focus any investments in public equities on controlling interests, while the KEEP Funds will take non-controlling positions in these securities. It is not currently anticipated that there will be any overlapping investments between the KEEP Funds and the Flagship Funds but in the event of any such overlap, Kimmeridge would manage such investments in a fair and equitable way and, as outlined above, and in accordance with the Adviser’s established policies and procedures with respect to conflicts of interest.

The Firm is affiliated with and sponsors a number of pooled investment vehicles through which investment strategies are accessed by investors. The Firm also is affiliated with and sponsors a number of private unregistered limited partnerships, corporations and/or limited liability companies in connection with its investment advisory and management functions. Certain holding companies or other investment vehicles advised by the Firm may be formed in connection with specific investments and may include investors that participate outside of a Fund structure. The day-to-day operations of the Firm’s oil and gas business are supported by Kimmeridge Operations. Investment advisory functions are not conducted through Kimmeridge Operations. However, as a subsidiary of a registered investment adviser, employees of Kimmeridge Operations are subject to the Firm’s compliance policies and procedures including but not limited to the Code. Additionally, Kimmeridge Investment Team members and sales and marketing professionals conduct due diligence and other meetings, including investor and prospect meetings, in the Kimmeridge Operations offices. The Kimmeridge Funds operate under exemptions from registration with the SEC and CFTC under the Investment Company Act, as amended, the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended. The Adviser is affiliated with a wholly‑owned subsidiary organized in the United Kingdom, Kimmeridge Energy Management Ltd. (“Kimmeridge UK”), which is authorized and regulated by the U.K. Financial Conduct Authority (“FCA”) as a MiFID investment firm. Kimmeridge UK is authorized to advise on investments and arrange and bring about deals in investments in accordance with applicable U.K. regulatory requirements. Kimmeridge UK maintains its own compliance policies and procedures. In addition, Kimmeridge maintains a branch office in Abu Dhabi that is licensed by the Financial Services Regulatory Authority of the Abu Dhabi Global Market (“FSRA”) to provide advising and arranging services through a Category 4 license. Personnel operating through the Abu Dhabi branch are subject to the Adviser’s compliance program and code of ethics. Kimmeridge may also conduct research on and make investments in certain projects, intellectual property, businesses, equipment and facilities that relate to the oil and gas industry, wastewater treatment, management, filtration, renewable energy and certain other ventures. Kimmeridge may also collaborate

with universities, institutions, and other entities to support, maintain, manage, sponsor and implement such research projects. See Item 4 (Advisory Business) for additional information on Kimmeridge affiliates.

The Adviser has adopted a code of ethics (the “Code”) that establishes the standard of business conduct that its employees and certain other designated persons (together, “supervised persons”) must follow. The Code sets out the Firm’s obligations as an investment adviser and fiduciary, including those of its employees and principals, and is a key component of the Firm’s Compliance Policies and Procedures (the “Policies”) required under Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended. Employees of Kimmeridge are fiduciaries who must adhere to the highest standards of ethics and conduct and must place the interests of clients ahead of those of the Firm, and their own personal interests. Kimmeridge has adopted policies and procedures designed to comply with the applicable provisions of the Federal Securities Laws, including the Code and its personal trading policy which is set out therein. The Code sets out general principles of fiduciary duty applicable to Kimmeridge employees including the personal investment policy which is a core component. In particular, the Code: (i) requires supervised persons to disclose all personal securities holdings and/or transactions and (ii) imposes certain restrictions on personal securities trading. The Adviser’s supervised persons are required to acknowledge that they have reviewed and understand the Code (as well as the Adviser’s other policies and procedures), and that they have complied with and agree to comply with the Code (including any revisions or updates). The policy also includes provisions relating to the confidentiality of the Adviser and client information, restrictions on the acceptance of significant gifts and the reporting of certain gifts and business entertainment, among other policies. The GC/CCO or a delegate will conduct regular reviews to monitor compliance with the Code, including but not limited to: transactions that conflict with the Code and other policies and procedures, transactions that conflict with the restricted securities list (the “Restricted List”) maintained by the GC/CCO or a delegate, and transactions effected without pre-clearance or other required approvals in which Kimmeridge employees are prohibited from transacting. Trades in securities on the Restricted List submitted for preclearance will be automatically rejected. The GC/CCO or a delegate reviews all other trades submitted for pre-clearance to determine whether such transaction would conflict with the Code or present some other conflict that would cause the GC/CCO or delegate to consider whether the pre-approval should be denied, including, but not limited to, whether or not the Firm is in possession of MNPI in relation to such company. Accounts in which an employee or Related Person does not exercise investment discretion or does not have direct or indirect influence or control are considered “Managed Accounts”. Subject to the GC/CCO’s or a delegate’s discretion, employees will not be required to obtain pre-approval or pre-clearance of transactions in Managed Accounts, nor shall reporting of transactions in Managed Accounts be required on a quarterly basis thereafter. However, employees must report the existence of Managed Accounts initially (either upon joining the Firm or when an account is opened) and in conjunction with annual reporting obligations. Investments offered via private placement or private offering such as hedge funds, private equity funds or other similarly offered pooled vehicles also require pre-approval of the GC/CCO or delegate. In reviewing such requests, the GC/CCO or delegate will consider a number of factors including but not limited to

whether the proposed investment could create a conflict of interest and whether or how such conflict could be mitigated. In connection with the management of multiple Fund and co-investment vehicles, Kimmeridge and its related persons may encounter conflicts of interest. As described in Items 6 and 8 above, these conflicts can arise from the allocation of investment opportunities, timing of transactions, and the potential market impact of trading activity in one vehicle or another. Kimmeridge seeks to manage these conflicts in accordance with its policies and procedures. All violations shall be reported to the GC/CCO or her delegate who will be responsible for determining whether a violation is material as well as any corresponding sanctions, which may include censures, fines or termination of employment. Investors may request a copy of the Code by contacting the Adviser at the address or telephone number listed on the first page of this Brochure.

Kimmeridge Funds may invest in publicly traded equity or debt securities in connection with the Flagship strategies, the KEEP strategy or other strategies. Kimmeridge does not maintain an in-house equity trading desk and will utilize a number of broker dealer counterparties approved by its Brokerage Committee, as described below, to effect transactions on behalf of the Funds. In all cases, Kimmeridge will seek best execution when effecting these transactions. Flagship Strategies The investment strategy of the Flagship Funds can involve investments in different types of financial instruments, across different parts of a company’s financial structure. The Flagship Funds often also invest in privately held companies, where such investments are negotiated and for which market quotations are limited or unavailable. When investing in publicly traded equity or debt securities, Kimmeridge will review the available market prices and consult with one or more of its approved broker dealers. Kimmeridge may look to effect “block” transactions with broker dealers or certain other types of transactions that the Firm believes are appropriate and consistent with its obligations to seek best execution. However, in light of the strategic nature of the Firm’s trading activities, which may involve implementing a relatively large position in a security that may have liquidity or other constraints on active trading, it may not be practicable for the Firm to obtain quotes from multiple broker dealers (for example, where Kimmeridge is looking to build a significant position in a thinly traded security). As such, a limited number of broker dealers may be able to provide liquidity in a security in which Kimmeridge desires to transact, particularly to the extent that a flagship strategy is looking to invest in a company where it believes there is a path to control. KEEP Strategy Members of the KEEP Investment Team are responsible for trading on behalf of the KEEP investment strategy. Kimmeridge team members will communicate orders for transactions in securities to broker dealers approved by the Firm’s Brokerage Committee, as described below. The Investment Team will determine which approved counterparties are best suited to execute transactions based on a variety of factors, including, but not limited to, liquidity, historical activity in the security and willingness to commit capital. The KEEP investment strategy will typically allocate capital to a limited number of investments in publicly traded energy companies. These companies may have limited liquidity and trading volumes may be low. As such, there may be a number of different factors that the Brokerage Committee and Investment Team may consider when assessing best execution responsibilities and available counterparties may be limited.

Once the Investment Team determines an appropriate investment for a KEEP Fund, and such investment is approved by the Investment Committee, the relevant member of the KEEP Investment Team will submit an order for execution to the chosen counterparty. The Investment Committee will review and assess a number of factors in determining whether to approve an investment, including, but not limited to, whether the proposed investment is consistent with the Fund’s investment guidelines, the current valuation and pricing targets set by the Investment Team. Transaction orders will generally have pre-determined buy/sell limit prices to ensure executions are within the desired price range determined by the Investment Team. Trade order details will generally include: ticker symbol, price and order limits, trade date, order type (e.g. purchase or sale) settlement date, commission, exchange fees, broker-dealer and allocation (together, “Trade Details”). Investment Team members responsible for executing trades will typically route orders to particular broker-dealer(s) using Bloomberg EMSX, an electronic order entry and management system maintained by Bloomberg LP. In some instances, an Investment Team member may communicate an order via telephone directly with a particular broker’s trading desk (for example, when traveling). In this case, Trade Details are communicated to the broker verbally and the trade is then subsequently recorded electronically in Bloomberg AIM by a member of the Investment Team or Kimmeridge’s internal operations group (the “Operations Group”). Once an order is successfully entered into Bloomberg via EMSX, the Investment Team and Operations Group receive electronic confirmation that the order and Trade Details are received by the broker dealer. For the most part, unless market conditions warrant otherwise, orders will be instructed to be valid for the duration of one trading day, based on whether a security’s Volume Weighted Average Price (“VWAP”) falls within the ranges communicated in the order. In certain cases where market conditions are more volatile and where it may not be possible to complete orders within desired price ranges, the Investment Team will communicate with the executing broker and depending upon the particular circumstances, may instruct the broker to execute a transaction at a price above or below a limit previously communicated. A member of the Investment Team will monitor trades and order fill throughout the day and may determine to add to or cancel an order. Typically, Kimmeridge utilizes standing settlement instructions with each broker dealer and the Funds’ custodian, Northern Trust. At the close of U.S. trading each day (4:00 pm ET), trade confirmations are generated by the executing broker(s) for all trades and sent to the Investment Team and Operations Group electronically via email and can be viewed in Bloomberg as well. The Operations Group will also coordinate with the Investment Team to ensure confirmations are correct. Any issues or inconsistencies identified are escalated to the Investment Team and/or broker dealer directly. Once any issues or inconsistences are resolved, the order is entered into, or flows automatically through, to Bloomberg Trade Complete (“Bloomberg TC”), the Bloomberg automated settlement platform. The Operations Group then reviews Trade Details in Bloomberg TC, and submits the trades electronically to Northern Trust for settlement through Bloomberg via SWIFT. On T+1, the Operations Group monitors the settlement status of trades via Settlement Monitor within the Northern Trust Custody Portal. If a trade fails to settle, the Operations Group will coordinate with the executing broker’s settlement team to correct any discrepancies until the trade successfully settles. Brokerage Committee; Considerations Relating to Best Execution The Firm's Brokerage Committee is responsible for oversight of trading and execution on behalf of the Kimmeridge managed funds. The Brokerage Committee is comprised of certain senior members of the Firm’s Investment Teams (including KEEP), the COO and the GC/CCO. The Brokerage Committee meets semi-annually, or more frequently as needed, and will review and discuss various matters relating to its oversight responsibilities. The agenda for the Brokerage Committee meetings will be set by the committee members and will typically include the following:

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Approved Counterparties: The Brokerage Committee will formulate, update and monitor the process and framework for approving broker dealer and derivatives counterparties for the funds (“Approved Broker List”). The list will be maintained by the Operations Group and presented to the committee for its review at each meeting.

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Trading Activities: Review and analyze trading activities over the semi-annual period, including total amounts traded, execution prices, order fulfillment, commission rates and total dollar amounts or markups paid to a particular broker dealer. Review trading errors and discuss system capabilities and enhancements.

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Execution Quality: Review available analytics or quantitative data regarding the firm’s trading activities, provided by broker dealers or via EMSX, or another third party vendor, including commission rates, pricing, as well as qualitative discussions surrounding services provided by broker dealers, performance and overall provision of services consistent with the factors supporting best execution responsibilities.

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Regulatory Review: Review with the GC/CCO or her delegate responsibilities relating to best execution and legal and regulatory requirements, discuss best practices, potential conflicts relating to the brokerage process, regulatory pronouncements and guidance, new rules and regulations applicable to the firm, enforcement actions and other pertinent items relevant to the committee.

Kimmeridge will take into account a number of quantitative and qualitative factors when choosing a counterparty for transactions in publicly traded securities. These factors may include, but are not limited to, a broker’s willingness to commit capital, the overall markup or commission for such trade, ability to obtain discounts, financial capability and responsibility, access to particular offerings or securities, trading expertise, reputation, integrity, timing and size of order, available liquidity, confidentiality provided by such broker dealer, history of execution, competitiveness of commissions and spreads, errors, geographic location and specialized expertise. When Kimmeridge engages in transactions in publicly traded securities, a senior member of the Investment Team will reach out to relevant broker dealers to obtain pricing quotes for the desired transaction. To the extent that Kimmeridge transacts in fixed income or debt securities, Kimmeridge will apply similar factors in seeking best execution of such transactions. Prior to adding a broker dealer to the Approved Broker List, the Brokerage Committee will review publicly available financial statements for the broker as well as the FINRA BrokerCheck report for such broker. Any potential issues or matters requiring follow-up with the particular broker will be addressed when flagged and the Brokerage Committee will review any follow-up information prior to determining whether to add the broker to the Approved Broker List. The Committee will also look to set up electronic monitors on Bloomberg or another system or news service to flag any reduction of 10% or more in the stock price from the prior day, credit downgrade or other negative news of meaningful concern. Once a flag has been identified it will be escalated to the Brokerage Committee to determine whether to pause or restrict trading with the brokerdealer. Similar monitoring will be put in place and a similar process will be followed prior to removing a trading restriction or determining to resume trading with a particular broker dealer. For purposes of clarity, transactions in publicly traded equity and debt securities will typically be executed on a “delivery versus payment” (“DVP”) basis and as such, financial counterparty risk is mitigated substantially. Kimmeridge will also seek best execution with respect to private transactions and investments. Although this obligation is typically referred to in the context of public securities, Kimmeridge will also apply similar considerations and factors to the extent applicable, when it acquires or disposes of oil and gas interests or other investments for the Funds. Kimmeridge generally conducts an internal review and analysis of potential investments, engaging its research and geologic expertise to arrive at valuations which the Firm believes are appropriate in light of the particular business opportunity and in keeping with its fiduciary obligations.

Kimmeridge does not acquire research from broker dealers with equity commission credits (typically known as “soft dollars”), nor does it utilize any such credits to acquire research or trading services or systems. Trade Errors Traditional trade errors or other types of errors made in effecting transactions will be promptly escalated to the GC/CCO or her delegate for review. The GC/CCO or her delegate will assess the nature, extent and materiality of any error under the circumstances and will determine the appropriate action to be taken and appropriate records to be maintained. The GC/CCO or her delegate will also determine whether policies or procedures need to be changed to prevent future errors. They will work with the relevant investment team members to resolve any trade errors. Trade tickets reflecting errors should be preserved, and new trade tickets will be prepared if additional trading is necessary to resolve the error. The GC/CCO and her delegate will maintain a trade error file that contains all documentation necessary to substantiate the actions taken to resolve each error.

Kimmeridge does not receive economic benefits from non-clients for providing investment advice and other advisory services. Kimmeridge and its affiliates do not currently maintain any arrangements to compensate third parties for referring or soliciting prospective investors.

Kimmeridge and its employees have not been involved in any legal or disciplinary events in the past 10 years that would be material to a client’s or prospective client’s evaluation of our business, personnel, or the integrity of our management.

Investment discretion over the management of the Kimmeridge Funds is delegated to Kimmeridge by the General Partner of each Fund. Each Fund’s private placement memorandum sets out the Fund’s investment strategy and guidelines. Certain investors may also impose limited restrictions on a Fund’s investments via a side letter agreement with Kimmeridge. For the most part, these types of restrictions are limited to investment concentration guidelines with respect to a particular type of investment or geological formation. The Investment Team regularly reviews the Funds’ investments in this regard and in connection with regular investment monitoring and oversight, in particular via review of the monthly Fund financial statements prepared and reviewed by the Finance team and distributed to the Investment Team members to review and confirm the information therein. Kimmeridge exercises great care in monitoring the Funds’ investments in a manner that is designed to ensure that the Funds are managed in compliance with their respective objectives, restrictions and guidelines. Fund investments may take many forms including but not limited to, oil and gas leases or related interests, mineral interests, real property, private and publicly offered equity and debt as well as derivatives. The Funds’ investments in mineral and royalty interests, working interests, leases and other types of ownership are typically privately negotiated via written agreements such as purchase and sale transactions. The Firm maintains records of each such agreement. The Finance team will share these records as necessary with the Fund’s third-party administrator and auditors who will review and reconcile such records on a regular basis. The Funds also utilize various portfolio and revenue accounting software to review and record the Funds’ investments and revenue generated from such investments. Kimmeridge Fund investors may receive regular customized reporting and information, including updated performance, along with information provided in response to investor due diligence requests. Each Fund distributes audited financial statements to its investors on an annual basis, within 120 days of its fiscal year-end.

In general, Kimmeridge does not provide custodial services. Fund assets are held with banks, registered broker-dealers or other entities that are “qualified custodians.” However, when a Kimmeridge affiliate serves as the general partner or managing member of a Kimmeridge Fund, it will be deemed to have custody over such Funds’ assets. Limited partners will not receive statements from the custodian. Instead, the Funds are required to issue financial statements on an annual basis that are audited by an independent registered public accounting firm, that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and to issue such financial statements to investors and limited partners within 120 days of each Fund’s fiscal year-end.

The Firm or its affiliates maintain investment discretion over the Kimmeridge Funds. The Firm’s Investment Team is responsible for managing the investment strategies utilized by the Kimmeridge Funds. Such investment discretion and related services are set out in the investment advisory agreement between each Fund and Kimmeridge.

As a fiduciary and an SEC registered investment adviser, Kimmeridge has adopted policies and procedures reasonably designed to ensure that proxies are voted in the best interests of the Funds. Kimmeridge must disclose these policies and procedures and describe how related conflicts of interest are addressed. To the extent that Kimmeridge invests in publicly traded equity securities through the record date of a shareholder meeting, Kimmeridge will vote proxies in a manner that is consistent with its obligations as a registered investment adviser. The Adviser votes proxies in a manner that the Adviser, in the exercise of its independent business judgment, concludes is in the best interests of the Funds. The Adviser may determine that abstaining from voting or affirmatively deciding not to vote may be in the best interests of the Fund(s). Typically, Kimmeridge Funds will own publicly traded equity securities in connection with an overall strategic investment thesis and strategy and Kimmeridge will vote proxies in a manner that is consistent with these views and with the ultimate goal of the investment in mind. For these reasons, proxy voting will always be determined on a case-by-case basis by the relevant portfolio management team members responsible for directing such voting. In certain cases, Kimmeridge may abstain or withhold its vote if it is determined to be in the Fund’s best interest to do so. Kimmeridge will maintain records of proxy voting on behalf of the Funds for the periods of time required by applicable law as well as other types of corporate actions in which Kimmeridge may elect to participate on behalf of the Funds. The Firm maintains records of proxy voting activities and corporate actions. Clients may obtain a copy of the Adviser’s Proxy voting policies and procedures by contacting the Adviser at the address or telephone number listed on the first page of this Brochure. Clients may also obtain information from the Adviser about how the Adviser voted with respect to the securities held by such Clients. Class Action Litigation In the event that the Funds are eligible to participate in class action securities litigation settlements, the GC/CCO or her delegate and/or the Finance Team or the Fund’s custodian will complete and file any applicable proofs of claim received and maintain appropriate records of settlements. In light of the limited nature of Kimmeridge’s investments in public equity securities, Kimmeridge does not expect to serve as lead plaintiff in such types of litigation. The Adviser may take into account all relevant factors, as determined

by the Adviser in its discretion, including, without limitation: (i) the impact on the value of the securities or instruments owned by the relevant Fund and the returns on those securities; (ii) the anticipated associated costs and benefits; (iii) the continued or increased availability of portfolio information and (iv) industry and business practices.

The Firm is not aware of any financial matter that would materially impair its ability to meet contractual commitments to clients and has not been the subject of a bankruptcy petition at any time during the past ten years.