This brochure is prepared on the basis of the way Formentera Partners, LP (the “Adviser”) conducts its investment advisory operations. The Adviser is an Austin-based private equity firm, founded in 2020, that focuses on investing in actively producing oil and gas assets and delivering attractive returns across commodity cycles. The Adviser is principally owned by Blake London and Bryan Sheffield. The Adviser provides advisory services to privately placed partnerships which are exempt from registration under the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Investment Company Act”) (the “Fund,” and together with any future private investment fund to which the Adviser or its affiliates provide investment advisory services, the “Funds”). One or more affiliates of the Adviser serves as the general partners to the Funds (each such entity in such capacity, a “General Partner,” and collectively, together with any future affiliated general partner entities, the “General Partners,” and together with the Adviser and their affiliated entities, “Formentera”). Formentera’s advisory services to the Funds are detailed in the relevant private placement memoranda or other offering documents (each, a “Memorandum”), investment management agreements, limited partnership, or other operating agreements (each, a “Partnership Agreement” and, together with any relevant Memorandum, the “Governing Documents”) and are further described below under “Methods of Analysis, Investment Strategies and Risk of Loss.” The specific structure and characteristics of the Funds is described in greater detail in their respective Governing Documents. Because Formentera’s advisory business is limited to providing advice to the Funds, in accordance with their respective Governing Documents, and because the investments of each Fund are limited to private investments as described therein, Formentera generally does not intend to tailor its advisory services to the individual needs of specific investors in the Funds (each, a “Limited Partner” or “investor” and, collectively, the “Limited Partners” or “investors”). Each General Partner is subject to the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Advisers Act”), pursuant to the Adviser’s registration in accordance with Securities and Exchange Commission (“SEC”) guidance.

This Brochure also describes the business practices of the General Partners, which operates as a single advisory business together with the Adviser. Formentera’s investment advisory services to the Funds consist of identifying and evaluating investment opportunities, negotiating the terms of investments, managing and monitoring investments and seeking and arranging dispositions for such investments. Investors in the Funds participate in the overall investment program for the applicable Fund, but in certain circumstances are excused from a particular investment due to legal, regulatory or other agreed-upon circumstances pursuant to the Governing Documents; such arrangements generally do not and will not create an adviser-client relationship between the Adviser and any such investor. The Funds or the General Partners are permitted to enter into side letters or other similar agreements (“Side Letters”) with certain investors in the Funds that have the effect of establishing rights under, or altering or supplementing the terms (including economic or other terms) of, the Governing Documents with respect to such investors. Additionally, from time to time and as permitted by the Governing Documents, Formentera provides (or agree to provide) co-investment opportunities (including the opportunity to participate in co-investment vehicles) to current or prospective certain Fund investors or other persons, including other sponsors, market participants, finders, consultants and other service providers, Formentera’s personnel and/or certain other persons or entities that are associated or have relationships with Formentera. Such co-investments typically involve investment and disposal of interests in the applicable portfolio investment at the same time and on the same terms as the Fund making the investment. However, from time to time, for strategic and other reasons, a co-investor or co-investment vehicle (including a co-investing Fund) participates on different terms, including purchasing a portion of an investment from one or more Funds after such Funds have consummated their investment in the portfolio investment (also known as a post-closing sell-down or transfer), which generally are funded through Fund investor capital contributions and/or use of a Fund credit facility. As of December 31, 2023, Formentera managed approximately $1,597,419,102 in discretionary assets and $0 in non-discretionary assets.