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. 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 Kimmeridge Carbon Solutions, L.P. (“KCS”), are referred to as the “Kimmeridge Funds” or the “Funds”. Kimmeridge is led by the Founding Members along with Noam Lockshin, Alex Inkster, Denis Laloy, and Neda Jafar. 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. While the Firm does not provide individualized or tailored investment advisory services, 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, L.P. a private fund launched in 2020 (the “KEEP Fund”) and Kimmeridge Energy Engagement Partners II, L.P. launched in 2021 (the “KEEP II Fund”, and together with the KEEP 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. Kimmeridge has been registered with the SEC as an investment adviser since 2012. As of December 31, 2023, the Firm manages approximately $4.8 billion in regulatory assets on a discretionary basis as reported in its Form ADV Part 1. 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, primarily through its team at Kimmeridge Operations. Kimmeridge Operations consists of a fully staffed team of professionals with experience across all major exploration and production (“E&P”) functions including land, geology, engineering, and finance. Kimmeridge Operations also has a dedicated team in Casper, Wyoming that supports the Firm’s initiatives in the Powder River Basin in Wyoming. 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 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 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. Specifically, Kimmeridge has engaged a third-party consulting firm, ECI, to conduct a compensation study of Kimmeridge Operations employees. Kimmeridge worked 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 compared 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 showed total cash compensation for any particular role at Kimmeridge Operations was 120% or more of the average amount in the comparison group, Kimmeridge would look to identify any particular reasons for the difference and determine whether adjustments should be made. We will look to conduct a similar study every three years going forward in an effort to continue to look to 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. 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 CFO 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. Kimmeridge believes that it would not be able to achieve the same levels of oversight, rapport, shared resources and knowledge in an arrangement with a non-Kimmeridge vendor. Kimmeridge Operations team members report directly in many cases to the members of the Adviser’s Investment Teams – who are Kimmeridge partners. Kimmeridge Operations employees are able to be mentored by the very subject matter experts who conceive of the Funds’ investment ideas and guide them through the lifecycle of the asset. In this way, the Adviser believes that Kimmeridge Operations employees are motivated to outperform and aligned with the investment objectives of the Funds as set by the Investment Team members. Kimmeridge believes that fostering this type of connectivity and alignment would not be possible with third-party service providers. Importantly, as a wholly-owned subsidiary of Kimmeridge, Kimmeridge Operations employees are subject to the same compliance policies and procedures as employees of the Adviser, including the Code of Ethics and Personal Investment Policy (the “Code”). These professionals are also subject to the oversight of the General Counsel (“GC”)/Chief Compliance Officer (“CCO”) and must operate within the Firm’s overall compliance program. As such, Kimmeridge Operations team members are all fiduciaries to the Funds, and must act in accordance with the best interests of the Funds. This framework ensures alignment from a legal and regulatory standpoint, and further serves to support a culture of compliance embraced by the Firm as a whole. Accordingly, due to the nature and structure of the Funds’ carried interest provisions, there is little to no incentive for Kimmeridge to overpay or over allocate expenses of Kimmeridge Operations in an unfair or inequitable manner. Pursuant to the terms of the governing documents of the Funds, Kimmeridge Fund investors must recoup all expenses, including operating, organizational and capital expenses, before Kimmeridge or the relevant Fund general partner begins to accrue carried interest. As such, there is no benefit to Kimmeridge in over allocating such expenses and therefore, potential conflicts associated with transactions with an affiliate such as Kimmeridge Operations, are even further mitigated. For these reasons,

the Adviser believes that using a third party service provider in lieu of Kimmeridge Operations to provide services to the Funds could be less accretive to the Firm’s operations and the Funds’ investors in that it would be far more expensive, less efficient and less beneficial to the Funds and their investors. As noted above, the Adviser believes that the Funds benefit from the use of its affiliated service provider, Kimmeridge Operations. The benefits of this arrangement are difficult to quantify, and these policies do not easily lend themselves to traditional methods of control setting, implementation and testing. As such, the Adviser believes that the qualitative controls and principles outlined above serve to mitigate the potential conflicts of interest associated with its use of affiliated personnel of Kimmeridge Operations in the day to day operations of the Funds. Third Party Service Providers: The Firm utilizes a number of third party service providers in connection with its investment advisory business. In addition to the service providers to the Kimmeridge Funds set out in the Firm’s Form ADV Part 1, Kimmeridge has also engaged third party firms that provide information technology and human resources support services as well as certain compliance support services. Kimmeridge performs due diligence on its key service providers as well as those of the Funds. Allocation of Investment Opportunities In exploring an investment opportunity, the Investment Team will consider whether such an investment is appropriate for a particular Fund in light of the Funds’ investment strategy, guidelines, process, structure and terms. If Kimmeridge believes it is appropriate to allocate an investment to more than one Kimmeridge Fund, Kimmeridge will review and consider the relevant facts and circumstances surrounding the potential allocation. One factor that is particularly determinative in this analysis is whether a Fund has undeployed and available capital that can be allocated to a project or investment. Each Fund will generally have a limited amount of capital to deploy and each Fund’s limited partnership agreement (“LPA”) will generally contain restrictions on parameters (e.g. LPAC approval) on successor fund launches until a meaningful amount of capital has been deployed in a Fund. Additionally, the investment objectives of the Funds often differ substantially, and therefore situations in which investments would need to be allocated among more than one Kimmeridge Fund, and therefore any related conflicts, will generally be limited. The Funds generally allocate capital to investments indirectly, through one or more wholly owned subsidiaries dedicated to a particular type of investment (i.e., public equity, pipeline, exploration and production). For example, Kimmeridge manages different strategies that may allocate capital to publicly traded energy companies. However, these strategies and their related Funds are differentiated by their investment methodology and approach. For example, Kimmeridge manages the KEEP strategy, an activist strategy that focuses on minority, non-controlling investments in publicly traded energy companies where the Investment Team believes it can effect change with active engagement. Kimmeridge also manages investment strategies utilized by its Flagship Funds where the Investment Team may allocate capital to public equity and debt positions in these companies when it believes there is a path to control. Therefore, overlap between the activist strategy and the flagship strategy is likely to be limited. But Kimmeridge may also manage and operate one or more flagship or other funds at the same time where investment opportunities arise that could be appropriate for one or more such Funds. Depending on the particular facts and circumstances, including any relevant language in a Fund’s LPA, Kimmeridge may treat allocations of investments among multiple Funds as potential conflicts of interest and require the approval of each Fund’s LPAC. In determining whether to recommend allocations of a particular investment among one or more Funds, Kimmeridge will consider factors similar to those underlying a recommendation to engage in an affiliated transaction. Such factors include but are not limited to: (i) whether a transaction is appropriate for a Fund in light of its investment strategy and business focus, (ii) the timing and duration of a particular transaction relative to the Fund’s position in its individual lifecycle, (iii) funding required for a transaction relative to availability of capital in a particular Fund, (iv) concentration limitations or other investment guidelines of each Fund, (v) macroeconomic factors, (vi) legal and regulatory considerations and (vii) other pertinent factors. The GC/CCO or a delegate will review these factors along with the IC members in an effort to ensure that all pertinent factors are presented to the members of any LPAC asked to authorize such an allocation. Additionally, Kimmeridge will typically include in any such presentation materials information explaining the potential benefits and risks of a particular transaction, reasoning of the Adviser in making its recommendation and other pertinent points, along with the advice and recommendations of any third party engaged to evaluate, or assign a valuation, price range or participation percentage to an investment. In all cases, where the Investment Team believes a particular investment is appropriate for more than one Fund, the allocation proposed will be one that is fair and equitable and consistent with the Compliance Manual, the relevant Fund documents and Kimmeridge’s fiduciary obligations. Certain methodologies may include cost of acquisition or valuation pro rata relative to capital commitments, third party comparable data allocated on a pro forma combined basis with a dilution mechanism and certain other methodologies commonly utilized in the private fund, finance or energy industry. From time to time, Kimmeridge may determine to exit certain investments for a variety of different reasons. For example, an investment may have reached its target valuation and the Adviser may determine to dispose of the asset to capture unrealized value. Additionally, the Adviser may determine that, because of timing, market opportunity or otherwise, an exit is appropriate in light of the realization potential of a particular investment. Certain other facts and circumstances may be considered by the Adviser in determining whether to exit an investment such as: (i) timing of the investment within the lifecycle of the Fund, (ii) a determination to reallocate Fund capital in accordance with the Adviser’s investment discretion, (iii) a change in metrics or assumptions underlying the Adviser’s investment thesis, (iv) occurrence of a risk event relating to the investment, (v) macroeconomic factors, (vi) legal and regulatory considerations, and (vi) other pertinent factors. In some cases, the Adviser may determine to exit an investment held by more than one Kimmeridge Fund. In doing so, Kimmeridge will consider the above factors to ensure that a determination is fair and equitable for all related Funds. While Kimmeridge will generally exit an investment held by multiple Funds at the same time, in some cases, due to availability of capital, timing or otherwise, the Adviser may determine that exiting an investment is in the best interests of one Fund but maintaining the investment is in the best interests of another Fund. This can happen for example, in cases where two Funds have overlapping assets, but one Fund reaches the end of its stated term and investors expect a liquidation event, while another Fund may benefit from continuing to allocate capital to and/or manage the investment in furtherance of the Adviser’s investment thesis. The Adviser will take all material factors into consideration when exiting an investment that is held by more than one Kimmeridge Fund. Allocation of Co-Investment and Limited Investment Opportunities. Typically, when Kimmeridge believes that there is a compelling co-investment opportunity, Kimmeridge will notify all investors in a particular Fund of the availability of such co-investment opportunity and request that such investors submit indications of interest to participate in such investment vehicle. In certain cases, Kimmeridge may also rely on side letter provisions where certain investors have specifically requested that they be notified of co-investment opportunities. Kimmeridge may also offer such opportunities to investors in other Kimmeridge Funds, or prospective investors, to the extent that sufficient indications of interest are not received in order to fund the target capital commitment for such investment. In these ways, through disclosure in the Fund’s offering documents and Firm practices, potential conflicts associated with allocation of co-investment vehicles are substantially mitigated. Affiliated Transactions: Cross Trades and Principal Trades Kimmeridge does not anticipate routinely engaging in principal trades between the Funds (i.e., Kimmeridge selling any security to a client or purchasing any security from a client) or agency cross transactions (i.e., Kimmeridge, directly or indirectly, effecting a transaction for a client where Kimmeridge is acting as a broker on both sides of the transaction). Any such trade or transaction would be discussed with the COO and GC/CCO or a delegate who would consider, among other things, whether the transaction was structured in accordance with (i) relevant Advisers Act provisions, including Section 206(3) thereof, (ii) Kimmeridge’s fiduciary obligations and (iii) each Fund’s LPA. From time to time, Kimmeridge may recommend certain transactions, such as a merger, combination of assets, coordinated investment, purchase or sale or similar arrangement, between two or more Kimmeridge Funds or co-investment vehicles. Each Fund’s LPA, or regulatory considerations, may require the approval of a Fund’s LPAC in advance of conducting any transaction between two or more Funds, including affiliated transactions like cross trades. In addition, prior to requesting LPAC approval, Kimmeridge team members will consult with the GC/CCO or a delegate to identify any pertinent considerations, potential or actual conflicts of interest and potential ways to mitigate or manage any such conflicts of interest. Potential or actual conflicts of interest could arise in a number of situations, including because Kimmeridge or an affiliate may be incentivized to favor one Fund over another in connection with a particular transaction. Certain other factors will also inform the analysis of whether a transaction presents a conflict of interest, such as the amount of deployable capital available in a Fund, Fund concentration limits, timing of a transaction, financing considerations, whether a transaction is expected to occur within a Fund’s commitment period and/or term, independent analysis of transaction valuation and/or participation percentage, etc. Approval of a Fund’s LPAC, an independent committee where Kimmeridge has no representation, prior to engaging in an affiliated transaction, mitigates potential or actual conflicts of interest. Other methods of further assisting the LPAC to evaluate transactions could include obtaining an independent third party valuation of a transaction or independent analysis and determination of Funds’ relative participation percentages. In certain cases, Kimmeridge may determine to allocate capital to one or more investments prior to incorporating such investment into a Fund’s portfolio. The Adviser may “warehouse” or “incubate” such investment. This will typically occur when Kimmeridge is preparing to launch a new product, but would like to begin investing to take advantage of a particular market or business opportunity that would not fit within the investment strategy of a currently existing Fund, whether due to limitations on available capital or otherwise. In these situations, Kimmeridge will disclose to prospective investors, typically in a supplement to the private placement memorandum of a fund, its plans to contribute warehoused investments to the new fund. Pricing of such a transaction will typically include the Adviser’s cost basis plus an agreed cost of capital in acquiring and managing the warehoused investment. If Kimmeridge looks to contribute a warehoused investment to a Fund after its launch, the LPAC of that Fund will need to provide prior authorization. In recommending a transaction among two or more Funds, Kimmeridge will consider a number of factors, including but not limited to: (i) whether a transaction is appropriate for a Fund in light of its investment strategy and business focus, (ii) the timing and duration of a particular transaction relative to a Fund’s position within its individual lifecycle, (iii) funding required for a transaction relative to availability of capital in a particular Fund, (iv) concentration limitations or other investment guidelines of each Fund; (v) macroeconomic factors, and (vi) legal and regulatory considerations. The Adviser will consider these factors in connection with any proposal to consolidate or otherwise recommend a transaction between two or more Kimmeridge Funds, or a principal transaction between the Adviser or an Affiliate and one or more Funds. In all cases, the GC/CCO or a delegate will review these factors along with the relevant members of senior leadership and ensure that necessary information is presented to the members of any LPAC who would be asked to approve such affiliated transactions. Additionally, Kimmeridge will typically include in presentation materials to the LPAC information explaining the potential benefits and risks of a particular transaction, reasoning of the Adviser in making its recommendation and other pertinent points, along with the advice and recommendations of any third party engaged to evaluate, or assign a value or participation percentage to, the transaction. Best Execution and Trading Kimmeridge Funds may invest in publicly traded equity or debt securities in connection with its Flagship strategies as well as in the KEEP strategy. Kimmeridge does not maintain an in-house equity trading desk and utilizes 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. Kimmeridge does not participate in Wrap Fee Programs.