Kimmeridge Energy Management Company, LLC (Kimmeridge, “the Firm”, “Our” or ‘We”) is located in New
York, New York and was founded in 2012 by Benjamin Dell, Henry Makansi and Dr. Neil McMahon.
Kimmeridge’s investment activities focus primarily on the oil and gas space. Kimmeridge makes private
equity investments through direct ownership of assets, and employs an in-house operations team through
its wholly-owned subsidiary, Kimmeridge Operations, LLC (“Kimmeridge Operations”). The Kimmeridge
Operations team members are industry professionals with experience across all major exploration and
production (“E&P”) functions, including land, geology, engineering and finance. Investing directly in oil and
gas assets allows the Firm to more efficiently manage its investments without the added layers of costs and
responsibilities typically present in other structures where fund management oversees the work of separate
management teams and portfolio companies. In this way, investors in the Kimmeridge Funds (the “Funds”
or “Kimmeridge Funds”) are not subject to two layers of carried interest.
Today, Kimmeridge is led by the founding members along with Noam Lockshin and Alex Inkster. Each of
the five 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 implement certain broad investment guidelines via side letters. In each case,
these investment guidelines will be applied to the Fund as a whole and disclosed as necessary.
The Kimmeridge Funds are privately offered pooled vehicles organized primarily as limited partnerships
with terms consistent with private equity structures (“Kimmeridge Funds”). 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,
2019 the Firm has approximately $1.97 billion in regulatory assets under management as reported in its
Form ADV Part 1.
Kimmeridge and the Kimmeridge Funds operate under exemptions from registration with the Commodity
Futures Trading Commission (“CFTC”) as a commodity trading advisor or commodity pool operator.
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 also has engaged third party firms that provide information technology and human resources
support services as well as certain compliance support services. Kimmeridge performs due diligence
including on-site due diligence as needed, on its key service providers as well as those of the Funds.
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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 limited circumstances, fees may be negotiated with individual investors and will generally depend
on factors such as the particular Kimmeridge Fund in which the investor is investing, timing of the
investment, as well as the 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 Fund documentation such as the private placement memorandum, limited partnership
agreement, subscription documentation and potentially, side letters, set out all of 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 pay 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 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, unreimbursed costs in connection with
transactions (whether or not consummated) and travel expenses, fees and expenses of accountants and
legal counsel (including the compensation and any costs, fees and expenses allocated to employees of
Kimmeridge or its affiliates related to performing legal and accounting services for the Funds), 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 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 private placement
memorandum sets out in more detail the expenses borne by the Funds and each limited partner.
Kimmeridge does not currently have any arrangements whereby compensation is paid to third parties for
marketing Kimmeridge Funds.
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As described above, Kimmeridge or its affiliates may receive performance-based compensation generated
from the Kimmeridge Funds. Kimmeridge may waive or reduce 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 may be 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.
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Investors in Kimmeridge Funds 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 in the discretion of Kimmeridge.
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Flagship Strategies
Founded in 2012, Kimmeridge is a private equity firm based in New York and Denver focused on the
development of unconventional oil and gas assets in the U.S. upstream energy sector. The Firm is
differentiated by its direct investment approach, deep technical knowledge, active portfolio management
and proprietary research and data gathering. The Kimmeridge investment team looks for low cost oil and
gas assets, in a manner designed to leverage the firm’s in-house expertise and experience in geological
evaluation, land acquisition and engineering. Kimmeridge focuses on identifying unconventional U.S. oil
and gas assets that sit at the front-end of the cost curve and generally utilizes little to no leverage in seeking
to generate returns. In developing basins, Kimmeridge looks to create scale through its own land
aggregation efforts rather than by acquiring asset packages from others. In emerging basins, Kimmeridge
applies its in-house technical and geologic expertise to identify and evaluate the core area for leasing.
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. Our deep, experienced investment team
includes industry professionals with backgrounds in geology, sell-side equity research and investment
banking in the energy sector. The team brings a unique combination of geologic capabilities, commercial
instincts and energy sector expertise to Kimmeridge.
Our direct structure precludes the need for Kimmeridge to hire separate management teams with their own
carried interest structures and the associated dilution of net returns. Kimmeridge is able to own and operate
its assets directly by leveraging the skill sets of its in-house, wholly-owned subsidiary, Kimmeridge
Operations. Located in Denver, Colorado, Kimmeridge Operations consists of a fully-staffed team of
professionals with experience across all major E&P functions.
Kimmeridge employs a proprietary multi-stage screening methodology developed in-house to identify and
evaluate investment opportunities. Typically, initial stages involve identifying a historical conventional basin,
analyzing and assessing correlation between deposits within basins and studying petroleum systems of
major hydrocarbon basins.
The Firm and the Funds maintain the following advisory committees or boards that act in an oversight
capacity:
Advisory Committee
The Funds maintain a Limited Partner Advisory Committee (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 veterans who act as a
peer review committee for entry into new geological concepts and their development. The EAB meets
quarterly and does not maintain investment discretion or direct Fund investments.
Investment Committee
Kimmeridge maintains an Investment Committee responsible for making material investment decisions with
respect to the Kimmeridge Funds. The Investment Committee is comprised of the Kimmeridge partners and
other investment team members. The Investment Committee may include one or more limited partners of
Kimmeridge Funds in a non-voting capacity.
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:
General Economic Conditions. General economic conditions may affect the Firm’s activities. Interest rates,
general levels of economic activity, the price of securities and participation by other investors in the financial
markets may affect the value and number of investments made or considered for prospective investment.
The value of investments may fluctuate in accordance with changes in the financial condition of the
Investments and other factors that affect the markets in which the Firm invests. Economic slowdowns or
downturns could lead to financial losses, which could adversely impact investment returns.
Geopolitical Risks. An unstable geopolitical climate and continued threats of terrorism and war could
materially impact general economic conditions, market conditions in the oil and gas industry and market
liquidity. Additionally, a serious public health crisis or outbreak of infections disease, such as severe acute
respiratory syndrome, avian flu, H1N1/09 flu and COVID-19, together with any resulting restrictions on
travel or quarantines imposed, could have a negative impact on the economy, and business activities and
operations of the Firm. These events may increase the risk of default of particular investments, negatively
impact market value, increase market volatility and cause credit spreads to widen and reduce liquidity, all
of which could have an adverse effect on returns and ability to make new investments. No assurance can
be given as to the effect of these events on the value of or markets for investments.
Availability of Investment Opportunities. It may be difficult to identify an adequate number of attractive and
suitable investment opportunities. The business of identifying and investing in oil and gas interests is highly
competitive and involves a high degree of uncertainty. Many, if not all, of the investments will be highly
illiquid and contemplated exit strategies can be adversely affected by numerous factors outside of the Firm’s
control, including prevailing market and general economic those specific to the energy or E&P industry.
Illiquid and Long-Term Investments. In light of the illiquid nature of most of the Firm’s investments,
realization of returns, if any, on an investment generally will most likely occur only upon the partial or
complete disposition of such investment. Additionally, most investments are likely to be long-term in nature
and it is unlikely that there will be a public market for much of the Firm’s investments. In some cases, the
the Firm could be prohibited or limited by contract or otherwise from selling certain securities for a period
of time, and as a result, may not be permitted to sell or liquidate an investment at a time it might otherwise
desire to do so.
Volatility of Oil and Gas Prices and Markets. The Firm’s 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.
Unavailability of Equipment or Personnel. The energy industry is cyclical and, from time to time, there is a
shortage of drilling rigs, equipment, supplies, or qualified personnel. During these periods, the cost and
delivery times of rigs, equipment, and supplies are substantially greater. In addition, demand for, and wage
rates of, qualified drilling rig crews rise with increases in the number of active rigs in service. If the
unavailability or high cost of drilling rigs, equipment, supplied, or qualified personnel were particularly
severe the Firm’s business could be materially and adversely affected.
Operating Hazards and Uninsured Risks. Investments will be subject to substantial operating risks, such
as unusual or unexpected geologic formations, pressures, downhole fires, mechanical failures, blow-outs,
cratering, explosions, pipe failure, uncontrollable flow of oil, gas or well fluids and pollution and other
environmental risks. These hazards could result in substantial losses to an investment due to injury and
loss of life, severe damage to and destruction of property and equipment, pollution and other environmental
damage, suspension of operations and costs of remediation. Any offshore operations of an investment will
be subject to a variety of operating risks peculiar to the marine environment, such as hurricanes or other
adverse weather conditions, to more extensive governmental regulation, including regulations that may, in
certain circumstances, impose strict liability for pollution damage, and to interruption or termination of
operations by governmental authorities based on environmental or other considerations. Our operations
could result in liability for personal injuries, property damage, oil spills, discharge of hazardous materials,
remediation and clean-up costs, and other environmental damages. Substantial liabilities to third parties or
governmental entities may be incurred, the payments of which could have a material adverse effect on the
Firm and the Kimmeridge Funds.
Environmental Liabilities. The oil and gas business is subject to environmental hazards, such as oil spills,
gas leaks and ruptures, discharges of petroleum products and hazardous substances, and historic disposal
activities. These environmental hazards could create material liabilities for property damages, personal
injuries, or other environmental harm, including costs of investigating and remediating contaminated
properties. A variety of stringent federal, state, and local laws and regulations govern the environmental
aspects of the oil and gas business. Any noncompliance with these laws and regulations could result in
material administrative, civil or criminal penalties, or other liabilities. Additionally, compliance with these
laws may, from time to time, result in increased costs of operations or decreased production, and may affect
acquisition costs.
Drilling and Engineering Risks. The revenues and operating results of the Firm’s business activities and
investments will be dependent upon the success of their respective exploitation, development, and drilling
activities. These oil and gas activities involve numerous risks, including the risk that no commercially
productive oil or natural gas reservoirs will be encountered. The timing and cost of drilling, completing, and
operating wells is often uncertain, and drilling operations may be curtailed, delayed, or canceled as a result
of a variety of factors, including unexpected drilling conditions, pressure or irregularities in formations,
equipment failures or accidents, adverse weather conditions, compliance with governmental requirements,
and shortages or delays in the availability of drilling rigs and the delivery of equipment.
Evaluation Limitations. The acquisition of a specific asset or project will depend in part on the evaluation
of data obtained from geophysical and geological analyses, seismic data and other information, the results
of which are often inconclusive and subject to various interpretations. The process of estimating oil and gas
reserves is complex and inherently subjective, requiring significant estimates and assumptions. Information
may be incomplete (particularly in early-stage opportunities) and implications of available data may not be
fully understood.
Hydraulic Fracturing. Hydraulic fracturing is an important and commonly used process in which the Firm is
regularly engaged in some or all of its investment and business operations. In recent years, some experts
have warned that hydraulic fracturing could adversely affect groundwater and the Firm is subject to potential
related risks and claims.
Hedging. Hedging may be used in an effort to reduce exposure to the volatility of oil and gas prices or to
otherwise manage portfolio risk. Certain types of hedging contracts reduce the ability to fully benefit from
increases in oil and gas prices above the fixed amount specified in the hedge agreement. Commodity
derivative transactions may be used to hedge against price fluctuations with respect to expected production
volumes that either are not or cannot be hedged otherwise. The use of hedging strategies is a highly
specialized activity and there can be no assurance that their use will achieve their intended result.
Governmental and Environmental Regulation. The oil and gas industry is subject to extensive regulation
under a wide range of U.S. federal and state statutes, rules, orders and regulations. In addition, various
federal, state and local laws and regulations relating to the protection of the environment may affect the
operations and costs of the Firm’s investment and business operations.
Key Personnel. The Firm’s success depends in large part on the skill and expertise of the Kimmeridge
investment team. The loss of key personnel could have a material adverse effect on the Firm and the
Kimmeridge Funds’ ability to realize their investment objectives. There can be no assurance that the
existing management teams, or any new team, will be able to successfully operate or implement the Firm’s
operations and investment activities. Additionally, the Firm makes investment decisions that are based in
large part on the judgments, views and analyses of individuals comprising the investment team. There is
no guarantee that implementing the ideas and strategies generated by the investment team will result in
positive performance for the Firm or the Kimmeridge Funds.
Board Participation. Kimmeridge representatives may participate on or serve as members of boards of
directors or serve as observers on such boards of directors in connection with the Firm’s investment and
business activities. Although such positions in certain circumstances may be important to the investment
strategy and add value, they may also have the effect of impairing the ability to sell the related securities
when, and upon the terms, it may otherwise desire, and may involve the Firm and the Kimmeridge Funds
in claims they would not otherwise be subject to as an investor, including claims of breach of duty of loyalty,
securities claims and other director-related claims. Duties and obligations to a company on which a
Kimmeridge representative serves as a board member could potentially conflict with the interests of
investors in the Kimmeridge Funds or the obligations of the Kimmeridge representatives to the Kimmeridge
Funds.
Engagement with Public Companies. From time to time, and in a manner consistent with the provisions of
the Kimmeridge Funds constitutional and offering documents, and related agreements, including those with
limited partners, the Firm may engage with public companies in a manner designed to effect a change in
management of the company. These activities may also involve additional costs and expenses not typically
associated with the operation of the Firm’s other business and investment activities, including but not limited
to, regulatory filings, additional legal expenses, consulting fees and indemnification related expenses.
Engaging with publicly traded companies involves public filings and other communications that could
negatively impact the Firm’s reputation. Laws and regulations governing the Firm’s investments in excess
of certain thresholds may affect the Firm’s ability to purchase, sell or liquidate all or part of its investment in
a publicly traded company. Restrictions like this could materially impair the Firm’s ability to successfully
implement its investment strategy.
Cybersecurity Risk. As part of its business, the Firm processes, stores and transmits large amounts of
electronic information, including information relating to the transactions of the Funds and personally
identifiable information of the investors in the Funds. Similarly, third party service providers may process,
store and transmit such information. The Firm has procedures and systems in place that it believes are
reasonably designed to protect such information and prevent data loss and security breaches. However,
such measures cannot provide absolute security. The techniques used to obtain unauthorized access to
data, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for
long periods of time. Hardware or software acquired from third parties may contain defects in design or
manufacture or other problems that could unexpectedly compromise information security. Network
connected services provided by third parties may be susceptible to compromise, leading to a breach of the
network.
Other Investment Strategies
Kimmeridge may from time to time launch, cultivate, research, evaluate and incubate investment strategies
other than its flagship strategies. To the extent that such other investment strategies present potential
conflicts of interest for the Firm and its investors, Kimmeridge will adopt and implement policies and
procedures reasonably designed to mitigate such conflicts and will take other steps such as obtaining the
approval of a relevant limited partner advisory committee.
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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. 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 its Code of Ethics and Personal Investment Policy (the “Code”). Additionally, Kimmeridge
investment team members and sales and marketing professionals conduct due diligence and other
meetings, including client 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 of 1940, as amended, the Securities Act of 1933, as amended and the Securities Exchange Act of 1934,
as amended.
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, waste water 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.
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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 and principals are required to adhere to the Code and the Policies and must certify on an annual
basis to such compliance.
The Code generally requires employees and principals to pre-clear all transactions in publicly traded
securities or private investments other than those that are: effected through an account in which the
Kimmeridge employee or principal has no investment discretion (“managed account”), exchange-traded
funds or exchange-traded notes, and certain other types of securities, investments or accounts. All
investment accounts must be reported to the General Counsel/Chief Compliance Officer via the Firm’s
electronic compliance monitoring. Generally, each account must be maintained with a broker or firm that is
set up to provide electronic feeds though the system. The Code is available to investors and prospective
investors upon request.
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The projects, assets and investment strategy employed by the Funds do not generally result in the
opportunity for trade execution. However, in certain circumstances, Kimmeridge may take positions in
publicly traded equity securities on behalf of the Funds. In these instances, Kimmeridge will determine the
broker or dealer to be used for each securities transaction. In selecting brokers or dealers to effect portfolio
transactions, Kimmeridge will seek best execution when effecting these transactions, taking into account
such factors as Kimmeridge determines to be relevant, as well as the particular facts and circumstances
surrounding an investment. Such factors include, among others, price (including the applicable brokerage
commission or markup or markdown), size of the order, quality of execution, willingness to commit capital,
difficulty of execution, the operational facilities and reliability of the firm involved, the firm's promptness of
execution, adequacy of the firm's trading infrastructure, technology and capital, the quality of service
rendered to the Adviser in other transactions, confidentiality considerations, the firm's financial stability and
reputation, special execution capabilities, access to underwritten offerings, secondary markets and over-
the-counter investment opportunities, the availability of bonds or stocks to borrow for short trades, or the
firm's ability to accommodate any special execution or order handling requirements that may surround a
particular transaction. Kimmeridge will typically obtain quotes from one or more broker dealers when
looking to trade securities on behalf of the Funds. In light of the limited and unique nature of the Firm’s
trading in public equity securities, it may not be possible for the Firm to obtain multiple quotes from multiple
brokers, or to trade at rates that are similar to others in the industry. The Firm does not use equity brokerage
commissions or markups or mark-downs to acquire research from broker dealers or third parties (“soft
dollars”). However, the Firm may receive research from broker dealers in the ordinary course of business.
This research will typically be proprietary and broadly distributed by such broker dealer.
Brokerage commissions and other broker-dealer charges, if any, are paid by the Funds, not by Kimmeridge.
Kimmeridge has discretion in deciding which brokers and dealers each Fund uses and in negotiating the
rates of compensation each Fund pays. In addition to using brokers as “agents” and paying commissions,
each Fund may buy or sell securities directly from or to dealers acting as principals at prices that include
mark-ups or mark-downs, and may buy securities from underwriters or dealers in public offerings at prices
that include compensation to the underwriters or dealers.
Kimmeridge does not choose broker dealers to effect securities transactions in exchange for client referrals.
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Kimmeridge will periodically monitor investments for consistency with a Fund’s stated objectives and
restrictions. Reviews may also be triggered by material market, economic or political events, or by changes
in clients’ financial situations or material additions or withdrawals. Each review is conducted by a member
of the investment team and overseen by one of the Kimmeridge principals.
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.
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Kimmeridge and its affiliates do not currently maintain any arrangements to compensate third parties for
referring or soliciting prospective investors.
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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. The Funds are required to issue financial statements on an annual basis
that are audited by an independent registered public accounting firm and to issue such financial statements
to investors and limited partners within 120 days of each Fund’s fiscal year end.
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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.
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From time to time, in connection with its investments in publicly traded equity securities, the Firm may
vote proxies or make elections with respect to corporate actions on behalf of the Funds. When doing so,
the Firm will act with a view toward the best interests of the Funds under the circumstances.
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.
Conflicts of interest may arise between the interests of the Funds on the one hand and the Adviser or its
affiliates on the other hand. In each case, the General Counsel/Chief Compliance Officer will review the
particular proxy and agenda items along with the Chief Financial Officer. In certain cases, the Firm may
vote in accordance with the recommendation of an independent proxy voting service provider, in an effort
to mitigate potential conflicts of interest or otherwise. The Firm will maintain records regarding its proxy
voting activities and corporate actions. A copy of the Firm’s proxy voting policies is available upon
request.
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The Firm is not subject to any financial matter that would materially impair its ability to provide investment
advisory services.
Privacy Notice We generally do not disclose nonpublic personal information or personally identifiable information
(“Personal Information”) to third parties unless such disclosure is legally permitted or required, or in order
to perform our investment advisory and fiduciary responsibilities. We restrict access to Personal Information
to those employees and vendors who need to know that information in order to provide services to clients
or to support our investment advisory efforts. We maintain physical, electronic and procedural safeguards
that comply with federal standards to safeguard Personal Information.
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