Basin Oil and Gas Management, LP (the “Adviser” or “Basin”) is an investment advisory firm with
its headquarters in Fort Worth, Texas. Basin was formed as a Texas limited liability company in
2014 and converted to a limited partnership in December 2018. The Adviser is led and managed
by Stephen Howard and Mason Manulik (the “Founding Partners” or “Principals”).
The Adviser is a private equity firm and invests in domestic oil and gas interests. The Adviser
provides investment advisory, management and other services on a discretionary basis to private
investment funds (each a “Fund”, “Client”, or “Partnership,” and collectively, the “Funds”,
“Clients”, or “Partnerships”), for sophisticated, qualified investors (“Investors” or “Limited
Partners”).
The general partner or equivalent of each Fund is, or will be, an affiliate of the Adviser (each a
“General Partner”). Each General Partner is, or will be, subject to the Investment Advisers Act of
1940, as amended (the “Advisers Act”) pursuant to the Adviser’s registration in accordance with
SEC guidance. This Brochure also describes the business practices of the General Partners, which
operate as a single advisory business together with the Adviser. The governing documents of each
Client may also provide for the establishment of parallel, feeder or other alternative investment
vehicles in certain circumstances. Investors may participate in such vehicles for the purposes of
certain investments, and if formed, such vehicles would also become Clients of the Adviser. In this
Brochure, because it is uncertain whether such additional parallel, feeder or alternative investment
vehicles will be classified as Clients of the Adviser, when we refer to a Fund or Client, we are also
referring to such additional parallel, feeder or alternative investment vehicles, if any.
Investment advisory services include working with Clients to establish an investment objective and
selecting portfolio investments utilizing the Adviser’s overall investment strategy, which focuses
on acquiring oil and gas interests and related assets within the United States, which may include
but is not limited to oil and gas reserves, leasehold interests, working interests, net profits interests,
mineral interests, and royalty interests. The Adviser’s advisory services also consist of
investigating, identifying and evaluating investment opportunities, structuring, negotiating and
making investments on behalf of the Clients, managing and monitoring the performance of such
investments and disposing of such investments. The Adviser serves as the investment adviser or
General Partner to the Clients in order to provide such services.
The Adviser provides investment supervisory services to each Client in accordance with the limited
partnership agreement (or analogous organizational document) of such Client or separate
investment and advisory, investment management or portfolio management agreements (each such
limited partnership agreement advisory agreement or similar document an “Advisory Agreement”).
Investment advice is provided directly to the Clients,
subject to the discretion and control of the
applicable General Partner, and not individually to the investors in the Clients. Services are
provided to the Clients in accordance with the Advisory Agreements with the Clients and/or
organizational documents of the applicable Client. Investment restrictions for the Clients, if any,
are generally established in the organizational or offering documents of the applicable Client,
Advisory Agreements and/or side letter agreements negotiated with investors in the applicable
Client (such documents collectively, a Client’s “Organizational Documents”).
While each of its Clients generally follows the strategy stated above, the Adviser may tailor the
specific advisory services with respect to each Client based on the individual investment strategy
of each Client. Additionally, from time to time and as permitted by the relevant Organizational
Documents, the Adviser in its sole discretion, is permitted (but is not obligated to) offer co-
investment opportunities (including the opportunity to participate in co-invest vehicles) to certain
investors or other persons, including other sponsors, market participants, finders, consultants and
other service providers, the Adviser’s personnel and/or certain other persons associated with the
Adviser and/or its affiliates. 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-invest vehicle could purchase 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). Any such purchase from a Fund by a co-investor or co-invest vehicle
generally occurs shortly after the Fund’s completion of the investment to avoid any changes in
valuation of the investment. Where appropriate, and in the Adviser’s sole discretion, the Adviser is
authorized to charge interest on the purchase to the co-investor or co-invest vehicle (or otherwise
equitably to adjust the purchase price under certain conditions), and to seek reimbursement to the
relevant Fund for related costs. However, to the extent such amounts are not so charged or
reimbursed, they generally will be borne by the relevant Fund.
Notwithstanding the Adviser’s tailoring of its specific advisory services to each Client, its exercise
of any “excuse” or similar rights in Client Organizational Documents, or the Adviser’s offering of
co-investment opportunities to one or more co-investors, the Adviser provides advice to Funds, and
not to their investors, and such arrangements do not (and will not) create an adviser-client
relationship between the Adviser and any investor.
As of December 31, 2023, the Adviser manages approximately $310,623,624 in Client assets on a
discretionary basis through the Funds. The Adviser is controlled by the Principals.