Bayswater Management Company LP (the “Adviser”) is an investment advisory firm organized as a Delaware limited partnership. Bayswater Management GP, LLC is the general partner of the Adviser. Stephen Struna and Lynn Belcher are principal owners of the Adviser. The Adviser conducts its advisory business through affiliated entities. Specifically, Bayswater Fund III-A GP, LLC, Bayswater Fund III-B GP, LLC, Bayswater Fund IV-A GP, LLC, Bayswater Fund IV- B GP, LLC, Bayswater Fund IV-Annex GP, LLC, and other entities that the Adviser may create from time to time (together “Affiliated Entities”) are not registered investment advisers. Instead, the Affiliated Entities rely on the Adviser’s registration in accordance with SEC guidance. See Item 10. This Brochure describes the business practices of the Adviser and its Affiliated Entities, as a single advisory business. The Adviser currently provides discretionary investment management services to private funds, Bayswater Elgin Natural Resources Fund III-A, LP (“Fund III-A”), Bayswater Elgin Natural Resources Fund III-B, LP (“Fund III-B” and together with Fund III-A, “Fund III”), Bayswater Natural Resources Fund IV-A, LP (“Fund IV-A”), Bayswater Natural Resources Fund IV-B, LP (“Fund IV-B” and together with Fund IV-A and Fund IV-B, “Fund IV”)), Bayswater Natural Resources Fund IV-Annex, LP (“Fund IV Annex”) and may in the future serve as investment manager for other private funds (each, a “Fund” and collectively, the “Funds”). The Adviser does not have a separate client relationship with investors within the Funds, which are referred to throughout this manual as “Limited Partners” or “Investors”. As disclosed in each of the Fund’s offering documents, the Company also manages Bayswater Resources, LLC (“Bayswater Resources”), an entity that co-invests alongside the Funds in each investment asset. The Funds and Bayswater Resources are together referred to as “Clients”. The Adviser’s services to the Funds consist of (i) investigating, identifying, and evaluating investment opportunities; (ii) structuring, negotiating, and making investments on behalf of the Funds; (iii) managing and monitoring

the performance of such investments; and (iv) exiting such investments on behalf of the Funds. The Adviser’s services to each Fund are subject to the specific investment objectives and restrictions applicable to such Fund, as set forth in such Fund’s limited partnership agreement, Private Placement Memorandum, and other governing documents (collectively, the “Governing Documents”). The Funds are offered exclusively to individuals and other persons who qualify as “accredited investors” under Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and/or “qualified purchasers” as defined under Section 2(a)(51) of the Investment Company Act of 1940, as amended (the “Company Act”) and are therefore not required to register as investment companies with the SEC in accordance with the exemptions set forth in Sections 3(c)(1) or 3(c)(7) of the Company Act. Investors and prospective Investors in each Fund should refer to the Governing Documents of that Fund for information on the investment objectives and investment restrictions with respect to that Fund. There can be no assurance that any of the Funds’ investment objectives will be achieved. As such, the Adviser’s services are generally not tailored to the individualized needs of any particular Investor of the Fund. Since the Adviser does not provide individualized advice to Investors (and an investment in the Fund does not, in and of itself, create an advisory relationship between the Investor and the Adviser), Investors must consider whether a particular Fund meets their investment objectives and risk tolerance prior to investing. As of December 31, 2023, the Adviser had approximately $1.8 billion in regulatory assets under management. The Adviser manages all Client assets on a discretionary basis. All discussion of the Funds in this Brochure, including but not limited to their investments, the strategies used in managing the Funds, and conflicts of interest faced by the Adviser in connection with the management of the Funds are qualified in their entirety by reference to each Funds’ respective Governing Documents.