Merit Energy Company: investment adviser

An affiliate, Merit Management Group Holdings, LLC (“Merit Holdings”), was formed in 2023 and is a relying advisor. Merit’s principal owner is Merit Energy Management, L.P., a limited partnership owned, directly and indirectly, by the family of William K. Gayden (deceased). Terry D. Gottberg, Merit’s Chairman of the Board, Chief Executive Officer and President, is also an owner in Merit. Mr. Gottberg indirectly controls any investment vehicles through which the management team participates in a Fund. Each Fund’s investment decisions are made by the Funds’ general partners (the “General Partner(s)”), which are affiliates of Merit. Affiliates of the General Partner(s) acquire and own the oil and gas assets in which the Funds own Investments (the “Acquisition Affiliate(s)”). References to “Merit” herein may include Merit Holdings, the General Partner(s), and/or the Acquisition Affiliates. Merit provides the Funds with discretionary advisory services, portfolio management and administrative services, including investigating, analyzing, structuring, and negotiating potential investments, monitoring the performance of assets, and identifying disposition opportunities. Investment advice is provided directly to the Funds and not tailored to any individual Investor. Merit manages the assets of the Funds in accordance with the terms of the Governing Fund Documents. Within the parameters of the Governing Fund Documents, Merit has discretion over which oil and gas interests the Funds buy, hold, and sell, and Investor-approval is not required. All terms are generally established at the time of formation of a Fund and are only terminable once the applicable Fund is dissolved, wound up and terminated. Except in limited circumstances, Investors are not permitted to withdraw from a Fund prior to the Fund’s dissolution. Merit also engages in over-the-counter derivative transactions for commodity price risk management practices on behalf of the Funds. Merit does not give advice with respect to other securities. Equity interests in the Funds are not registered under the U.S. Securities Act of 1933, as amended (the “Securities Act””), and the Funds are not registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Accordingly, limited partnership interests in the Funds are offered and sold exclusively to Investors satisfying the applicable eligibility and suitability requirements. As of December 31, 2025, Merit managed approximately $3,695,228,000, based on audited GAAP financial statements, of assets on a discretionary basis.

In general, this fee is equal to 0.3125% of the greater of (i) invested capital, and (ii) the net book value of Fund assets up to the amount of capital committed to the Fund, plus 0.25% of the net book value in excess of such amount. The manner of calculation of such management fee is contained in the Governing Fund Documents and the foregoing summary is qualified in its entirety by the Governing Fund Documents. Fund Expenses Each Fund bears its own organizational expenses incurred in connection with its formation, in general up to a cap set forth in the applicable Governing Fund Documents, with any excess borne by Merit. Each Fund also bears its own expenses associated with its investment program and operations, including, without limitation, fees, costs and expenses related to proposed and actual purchases and sales of investments, expenses incurred in the operation of the Fund (including attorneys, auditors, insurance, indemnity or litigation expenses), all costs of the Fund’s administration (such as preparation of financial statements and reports to limited partners, transaction costs associated with hedging programs, costs associated with the formation and capitalization of any preferred limited partner in the Fund (each, a “PLP”), and holding any meetings of limited partners), and any taxes, fees or governmental charges levied against such Fund. Merit employs engineers, geologists, accountants, attorneys, land professionals and other office support staff and field level personnel to carry out activities associated with the assets owned by all Funds managed by Merit. Fund expenses that are common to more than one Fund are allocated among the Funds as reasonably determined in good faith by Merit, generally based on relative revenues. Field-level operating expenses are charged against the applicable property and allocated to the Funds in proportion to their relative ownership interests in such property, and any expenses recouped from third-party interest owners are credited back against such costs in the same percentages as borne by the Funds.

In the ordinary course of business, Merit receives all revenues and pays all expenses associated with the properties in which the Funds own interests and accounts for all such revenues and expenses, including hedge settlements, on behalf of each Fund. All cash held by Merit is allocated to each Fund on a quarterly basis in accordance with the Governing Fund Documents and reported on quarterly financial statements delivered by Merit to each such Fund’s limited partners.

In allocating investment opportunities among the Funds, Merit will act in good faith and will consider factors reasonably appropriate including, but not limited to the nature of the investment, each Fund’s available capital, investment horizons and other similar factors. Each participating Fund will be conveyed a net profits royalty interest in such asset that is 2% less than the percentage of the acquisition cost allocated to, and paid by, such Fund. The additional 2% paid by each Fund is retained by Merit as part of the consideration for risks associated with owning oil and natural gas working interests. The carried interest allocation and acquisition allocation may create an incentive for Merit to make investments on behalf of the Funds that are riskier or more speculative than would be the case in the absence of such allocations. However, this incentive is mitigated by the fact that (i) Merit co-invests in, and alongside of, the Funds in each acquisition and (ii) any losses will reduce a Fund’s performance and, therefore, the returns to Merit. Other Each Fund generally issues a preferred equity interest (a “PLP Interest”) to an affiliate of Merit or the General Partner (the “Preferred Limited Partner”) in order to facilitate its leverage program. Merit has the authority to establish the terms of the PLP Interests, subject to certain parameters set forth in the Governing Fund Documents. The Preferred Limited Partner generally receives an amount, calculated as a percentage of its investment, to compensate it for its organizational costs. The percentage is calculated at the time of initial formation based on Merit’s reasonable discretion but could result in the Preferred Limited Partner receiving more (or less) than the amount of its actual organizational costs.

All discussions of the Funds in this Brochure, including but not limited to the compensation and fees in connection with the management of the Funds, are qualified in their entirety by reference to each Fund’s respective Governing Fund Documents.

Investors will be required to meet certain suitability qualifications, such as being an “accredited investor” within the meaning set forth in Rule 501(a) of Regulation D under the Securities Act. Also, Investors will be required to make certain representations when investing in a Fund, including, but not limited to, (i) it is acquiring an interest for its own account, (ii) it received or had access to all information it deemed relevant to evaluate the merits and risks of the prospective investment, and (iii) it has the ability to bear the economic risk of an investment in the Fund. Details concerning applicable Investor suitability criteria are set forth in the respective Governing Fund Documents and subscription materials, which are furnished to each Investor.

Merit targets assets that it anticipates will generate returns from production over a multi-year time horizon, rather than trying to time the market and generate returns from an exit. Merit believes that its ability (i) to pay for assets with cash, (ii) close acquisitions quickly, and (iii) take over field operations at closing, is a significant competitive advantage. Merit maintains its presence in the acquisition market through strong relationships with major oil and gas producers,

large independents, private operators, investment banks and asset brokers. Striving to reduce risks with its capital development programs, Merit emphasizes drilling for proven reserves, wellbore recompletions, stimulations, and facility upgrades. Merit targets capital projects that are viewed as appropriate for the current operating environment and adding the most long-term value over the life of the portfolio. Merit routinely reviews its portfolio for opportunities to divest of assets that are either scattered from core operations or not performing as expected. Merit also considers strategic divestitures when market valuations are attractive. After acquiring an asset, Merit focuses on improving its operating efficiency by evaluating operating expense details and targeting specific projects to increase production. Merit conducts regular field studies to identify development programs in an effort to add reserves and further increase production. Merit employs hedging strategies designed to mitigate the natural volatility in commodity prices, as well as to aid in the acquisition of new properties. Merit seeks to protect against the downside of nearer-term pricing volatility, while maintaining adequate price exposure to capture upside opportunities. In addition, Merit may utilize leverage (within the limits set forth in the Governing Fund Documents) in an effort to enhance returns. Associated Risks All investing involves a risk of loss, and the investment strategy offered by Merit and the Funds could result in a loss over short or even long periods. An investment by one or more Funds may be deemed a speculative investment and is not intended as a complete investment program. It is designed for sophisticated investors who fully understand and are capable of bearing the risk of an investment in the Fund(s). No guarantee or representation is made that a Fund will achieve its investment objective or that Investors will receive a return of their capital. The success of the Funds will also largely depend on Merit’s ability to (i) identify investment opportunities that meet its investment criteria, (ii) accurately evaluate the opportunities and negotiate advantageous terms relating to the acquisition of its investments, and (iii) operate the properties prudently and efficiently, including by enhancing production and increasing reserves. Identifying, analyzing, and acquiring assets on behalf of the Funds is challenging. Many investment decisions made by Merit will be dependent upon the ability of its investment professionals to obtain relevant information predominantly from non-public sources, and reliance upon information provided by third parties that may be difficult or impossible to verify. The marketability and value of each investment will depend upon many factors beyond the control of Merit.

There are also many inherent risks arising from the operations of oil and gas properties including, without limitation: (i) the uncertainty of estimating hydrocarbon reserves and their value; (ii) commodity price fluctuations; (iii) the ability to identify and develop oil and gas reserves; (iv) the risks of conducting drilling operations (including risks of substantial losses to properties, bodily injury and environmental damage arising from operations that do not proceed as planned and the risk of failing to find commercially productive reserves); (v) risks associated with the marketing of hydrocarbon production; (vi) risks of compliance with increasingly burdensome environmental regulations and other regulations governing the production of natural resources; (vii) geopolitical risks associated with governments who play significant roles in the production and distribution of natural resources; and (viii) risk of catastrophic and other force majeure events. The Funds’ investments are concentrated in oil and gas producing properties in the United States, the value of which is directly correlated to existing reserves, expected future reserves and production rates, and current and forward prices for oil and natural gas, which are highly volatile and dependent on numerous factors that are beyond the control of the Funds and Merit. While the Funds’ investments are generally diversified across multiple wells, they may be concentrated in a limited number of portfolio acquisitions, or in a single geographic region or type of geological play, and therefore the Funds’ entire portfolio of properties may be subject to a common set of operational or investment risks. In general, Merit causes the Funds to leverage their investment program and cash flow needs in amounts deemed prudent from time to time by Merit in accordance with the terms of the Governing Fund Documents. While this leverage component is intended to enhance returns to the Investors, it also magnifies the risk of loss if the value of a Fund’s assets declines. In addition, there can be no assurance that leverage will be available to the Funds in amounts and on terms desired. Merit causes the Funds to enter into commodity-price risk management transactions for a portion of expected production. While such hedging techniques are intended to reduce the effects of volatile oil and gas prices, commodity-price risk management transactions may limit potential gains if oil and gas prices rise substantially over the price utilized in the commodity-price risk management transaction. Conversely, commodity-price risk management transactions may be insufficient if oil and gas prices decline significantly. In addition, hedging transactions may expose a Fund to the risk of financial loss regardless of the underlying value of its oil and gas properties. Furthermore, there can be no assurance that Merit will be able to execute the transactions necessary to implement its hedging strategy. Although Merit’s strategy is generally to hedge a significant proportion of anticipated near- to medium-term production around the time of acquisition of a property, it does not typically hedge longer-term production, and amounts actually realized by the Funds, particularly in the later years of their respective terms, will inevitably be impacted by changes in prevailing prices for oil and natural gas. Merit does not guarantee the future performance of the Funds, the success of any investment decision or strategy that Merit may use, or the success of Merit’s overall management of the Funds. Investment decisions that Merit makes for the Funds are subject to various market, economic, political, and

business risks, and those investment decisions will not always be profitable and may result in a total loss of invested capital. The foregoing does not purport to be a complete list of all risks to which the Funds are subject. Investors in the Funds should review the Governing Documents and private placement memoranda carefully for a more detailed discussion of the potential risk factors applicable to their particular Funds.

There are also potential conflicts of interest in the allocation of general and administrative expenses among the Funds. Prior to the date upon which a Fund is fully invested, Merit may allocate new investments partly to such Fund and partly to a different Fund. In addition, the organizational structure of each Fund requires that certain transactions involving conflicts of interest are entered into between a Fund and an affiliate of Merit. For example, in Merit Energy Partners K, L.P., (“MEP K”), (i) MEP K purchases net profits interests in all oil and gas properties acquired by Merit Management Group K, L.P., or an affiliate thereof (“MMGK”), (ii) MEP K lends funds to MMGK in exchange for a production payment in connection investments made by MMGK or Merit, and (iii) a Merit affiliate owns a preferred equity interest issued by MEP K that earns a return which is, in part, determined by Merit. Corresponding relationships exist within the organizational structures for other Merit Energy Partners Funds. In the future, there may be instances where the interests of Merit, the General Partners, and their respective affiliates conflict with the interest of the Funds (or certain Funds) and their Investors. Also, as a result of existing investments and activities, Merit, the General Partners and their affiliates may from time to time acquire confidential information that they will not be able to use for the benefit of all of the Funds.

Merit or its employees may, from time to time, come into possession of material nonpublic or other confidential information about public companies. Under applicable law, Merit and its employees are prohibited from improperly disclosing or using such information for their personal benefit. Participation or Interest in Client Transactions As described in Item 10 above (Other Financial Industry Activities and Affiliations), certain Funds issue preferred equity interests to Merit. In addition, Merit invests alongside the Funds in oil and gas assets for its own account, owning oil and gas assets directly, and operating oil and gas assets for itself and the Funds (as well as third party undivided working interest owners). This ownership and operation of oil and gas assets is Merit’s principal business. In general, in a typical transaction for Funds which acquire net profits royalty interests (“NPI Funds”), Merit, each NPI Fund’s general partner, or an affiliate thereof (the “Merit WI Owner”), will purchase oil and gas working interests from a third party and then sell each participating NPI Fund a net profits royalty interest carved out of such working interests. For Funds which acquire working interests (“WI Funds”), when the Merit WI Owner purchases oil and gas working interests from third parties, the WI Funds acquire their working interests at the same time. The Merit WI Owner purchases for its own account an undivided working interest in each oil and gas property bought by the Funds at the same time as the Funds acquire their interests. Because the price at which the Merit WIO Owner sells net profits royalty interests to the Funds, or at which the Funds acquire undivided working interests in the same oil and gas properties as the Merit WI Owner, is a specified percentage of the Merit WIO Owner’s actual cost to acquire the property, these transactions are economically indistinguishable from buying the net profits royalty interest or working interest directly from the third party.

Merit focuses on making investments in private securities and does not ordinarily deal with any financial intermediary such as a broker-dealer; therefore, commissions are not ordinarily payable in connection with such investments. Merit does routinely engage in hedging activities (e.g., commodity pricing hedges) for the benefit of the Funds, in which case Merit seeks to obtain best execution with respect to such transactions.

For Funds investing in oil and gas net profit royalty interests, Merit’s accounting and financial personnel review the net profits accounts monthly to ensure that the debits and credits conform to the net profits royalty interest agreement defining and creating each net profits royalty interest. Each Division Accounting Controller and the Corporate Controller review their work with the same instructions. Investors receive quarterly and annual financial statements prepared in accordance with generally accepted accounting principles. Annual financial statements are audited by an independent thirdparty accounting firm and annual reserve reports are audited by a third-party engineering firm.

It is Merit’s policy to allocate acquisitions among all Funds that have not reached their cessation date on a blind pool basis, which means that the Investors do not pre-approve acquisitions, other than with respect to the acquisition size limitations set forth in the applicable partnership agreement of each Fund. In allocating acquisitions, Merit prioritizes uncalled capital but also takes diversification, investment period, and other factors into account. Merit’s allocation policy does not follow a mathematical formula and some factors may be given greater weight depending on the nature of a particular investment opportunity. In any particular transaction, the participating Funds will invest in the same properties on a pro rata basis relative to their respective capital calls in such transaction.