Kimmeridge Energy Management Company LLC

Item 5 - Fees and Compensation

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.
...

Item 7 - Types of Clients
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.