AEC Partners LP

FEES AND COMPENSATION

        In general, AEC Partners receives a management fee (“Management Fee”) from the
Funds in connection with advisory services it provides them. AEC Partners or its affiliates receive
additional compensation in connection with management and other services performed for
portfolio companies of the Funds (e.g., the General Partners receive carried interest, discussed in
detail below) and such additional compensation offsets in whole or in part the Management Fee
otherwise payable to AEC Partners. Limited partners in the Funds also bear certain fund expenses.

Management Fees

        The Funds pay AEC Partners a Management Fee equal to the sum of (x) 0.75% per annum
multiplied by the aggregate capital commitment of each Class A Limited Partner that, together
with its affiliated Class A Limited Partners, has been accepted by the General Partner on or prior

to the Effective Date (an “Early Closer”) and (y) 1.75% per annum multiplied by the capital
commitment of each other Class A Limited Partner as determined for the applicable period,
payable in advance on a quarterly basis and prorated in the event of any partial year. Limited
Partners of the Fund bear their pro rata share of the Management Fee computed after giving effect
to any new or increased commitments.

        Upon the earlier to occur of (i) the date on which the commitment period expires or is
terminated and (ii) the date on which the General Partner, AEC Partners, or any affiliate of the
General Partner or AEC Partners, or any approved executive officer (for so long as such person
continues to be an approved executive officer) commences the operation of a new equity fund with
primary investment objectives substantially similar to the Funds (other than any parallel fund), the
Management Fee shall be reduced to 1.25% per annum, with respect to each Class A Limited
Partner (or, in the case of each Early Closer, 0.75% per annum), of (A) the aggregate amount of
investment contributions of such Class A Limited Partner, less (B) the aggregate amount of
distributions made as a return of such investment contributions to such Class A Limited Partner,
less (C) the aggregate amount of investment contributions of such Class A Limited Partner used
to fund investments that have been completely written off, but only to the extent such written off
amount has not been returned to such Class A Limited Partner, less (D) the aggregate amount of
investment contributions of such Class A Limited Partner used to fund investments that have been
permanently written down, but only to the extent such written down amount has not been returned
to such Class A Limited Partner, in each case, determined as of the first day of the period with
respect to which a determination is being made; provided, that, for purposes of clarity, distributions
made to each Class A Limited Partner with respect to investments in a portfolio company shall be
treated as having been distributed for purposes of clause (B) only to the extent the aggregate value
of all remaining investments in such portfolio company is less than the aggregate investment
contributions with respect to all existing and former investments in such portfolio company, as
determined on the first day of the period with respect to which a determination is being made.

        The Management Fee is payable until all portfolio investments are distributed or until AEC
Partners’ relationship with the Funds is terminated for other reasons (as described in the Funds’
Limited Partnership Agreements). Installments of the Management Fee payable for any period
other than a full quarterly period are adjusted on a pro rata basis according to the actual number
of days in such period.

        In addition, the Management Fee is reduced by each limited partner’s share (as determined
by applying a fraction, the numerator of which is such limited partner’s commitment, and the
denominator of which is the commitments of all limited partners) of (i) any private placement
agent fees, (ii) organizational expenses in excess of $2.0 million, and (iii) 100% of all closing fees,
commitment fees, monitoring fees, directors’ fees, break-up fees, consulting fees, advisory fees,
managing fees, investment banking fees or any other similar fees (subject to certain exceptions
detailed in the relevant Fund’s Private Placement Memorandum, the “Portfolio Company Fees”),
net of unreimbursed expenses (collectively, the “Offset Amount”) to reduce the Management Fee
for the quarterly period immediately succeeding the quarterly period in which such placement
agent fee or such organizational expense was paid by the Funds or such Portfolio Company Fee
was received by the General Partner, AEC Partners, any of their respective partners, managers,
members, officers, directors or employees or any of their respective Affiliates (including, in the
case of an individual, such individual’s spouse and dependent children) (“GP Related Persons”),

as applicable. In the event that the Offset Amount to be applied against the Management Fee
exceeds the Management Fee for the immediately succeeding quarterly period, such excess shall
be carried forward to reduce the Management Fee payable in following quarterly periods. Any
such excess Offset Amount that is attributable to Portfolio Company Fees that remains unapplied
as of the dissolution of the Partnership shall be retained by the General Partner, AEC Partners, and
GP Related Persons. As of the final distribution of the Fund’s assets, the General Partner shall
rebate directly to any limited partner that has elected, in writing in the subscription agreement
executed by such limited partner in connection with such person’s commitment thereunder, to
receive its pro rata share of such excess Offset Amount an amount of Management Fees equal to
the lesser of (i) the product of (x) such excess Offset Amount, multiplied by (y) a fraction, the
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TYPES OF CLIENTS

        AEC Partners provides investment advice to the Funds. The Funds may include investment
partnerships or other investment entities formed under domestic or foreign laws and operated as
exempt investment pools under the Investment Company Act of 1940, as amended (the
“Investment Company Act”). The investors participating in the Funds may include individuals,
banks or thrift institutions, other investment entities, university endowments, sovereign wealth
funds, family offices, pension and profit-sharing plans, trusts, estates or charitable organizations
or other corporations or business entities and may include, directly or indirectly, principals or other
employees of AEC Partners and its affiliates and members of their families, Operating Partners or
other service providers retained by AEC Partners.

            METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        AEC Partners intends to primarily focus on making investments in portfolio companies
engaged primarily in energy and energy-related businesses. AEC Partners’ investment strategy in
the energy sector focuses on providing equity capital for businesses that it believes have strong
growth prospects driven by sustainable competitive advantages, such as a strong management
team, high-quality assets, superior technology or exceptional operations. AEC focuses on platform
companies that it believes have ongoing capital requirements to pursue growth and acquisition
opportunities. The Funds seek to generate significant long-term capital appreciation primarily
through investments in companies in a variety of transactions, including, leveraged and
unleveraged acquisitions, recapitalizations, restructurings, workouts, structured financings, growth
equity and other related transactions. The Funds may make investments with a controlling equity
interest or a minority investment in portfolio companies.

       There can be no assurance that the Advisers will achieve the investment objectives of the
Funds and a loss of investment may be possible.

Investment and Operating Strategy

         Leveraged Acquisitions. Due to the cyclicality of many energy businesses, AEC will focus
its efforts on behalf of the Funds on differentiated businesses with strong growth prospects, relying
on operational value creation, not leverage or commodity price improvement, in the pursuit of
return thresholds. In its leveraged exploration and production investments, AEC will employ
hedging as it deems appropriate to mitigate capital structure risk.

        Structured Equity. To capitalize on investment opportunities that arise when companies
have limited access to the financial markets, AEC will seek to structure private securities that
provide an appropriate balance between downside protection and the potential for significant
equity appreciation. AEC believes that these opportunities typically result from market
dislocations and/or financial distress. When reviewing structured equity investments, AEC
professionals generally analyze the stability and defensibility of the cash flows to ensure
appropriate credit coverage, while also considering the ability to seek equity returns through
organic growth, strategic acquisitions and operational improvements.

        Partnership and Minority Investments. AEC may selectively consider entering into
partnership and minority equity opportunities in situations where it considers the economic returns
compelling. In such cases, AEC will typically negotiate certain limited control rights, including
board seat representation, tag-along rights upon sale of the company, registration rights,
supermajority vote approval for major corporate events, put rights upon change of control and
preemptive rights. Typically, AEC professionals will take an active role in the portfolio companies
to seek to create value post investment including negotiating for the right to designate a member
to the board of the portfolio company.

       Working Interest Investments. In certain instances, AEC may pursue exploration and
production opportunities at the project level by acquiring working interests in partnership with

experienced operators. This flexibility is intended to provide AEC the ability to capture certain
opportunities generally not available to other capital providers. The working interest structure also
allows AEC Partners to directly align the Funds’ interests with the operator, as these investments
are often structured on a “heads-up” basis with limited or no management promote.

Risks of Investment

        Each Fund and its investors bear the risk of loss that the Advisers’ investment strategy
entails. Investors should review each Fund’s Private Placement Memoranda for information
regarding risks specific to each Fund. In general, the risks involved with the Adviser’s investment
strategy and an investment in the Funds include, but are not limited to:

       Lack of Operating History. The Funds are recently formed entities that have not
commenced operations and, accordingly, have no operating history upon which prospective
investors may evaluate their likely performance. There can be no assurance that the Funds will
achieve their investment objective or avoid substantial losses. Each Fund’s investment program
should be evaluated on the basis that there can be no assurance that it will be successful.

        Business and Market Risks. The Funds’ investment portfolio will include securities and/or
other interests issued by privately-held companies, and operating results in a specified period will
be difficult to predict. In addition, it is expected that the Funds’ investment portfolios will include
companies in an early stage of development, which may not have a proven operating history, may
face competition from companies with greater resources and may require substantial additional
capital to support their operations or to finance expansion. It is expected that the Funds’
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