Aethon Energy Management LLC

ITEM 5: FEES AND COMPENSATION
Management Fees and Carried Interest
Aethon and the General Partners receive various fees from the Aethon Funds for their services as set
forth in the Governing Documents or applicable investment management agreement. Aethon II-A is
subject to a “Management Fee,” as defined in the Fund’s Governing Documents, which is initially
charged as a percentage of a limited partner’s capital commitments, generally ranging from 1.5% to 2.0%
depending on the size of the commitment. Following the Investment Period (as defined in the Governing
Documents), the Management Fee is generally based on capital commitments that have been funded
with respect to portfolio investments that have not been disposed. Management Fees are generally billed
quarterly in advance and are paid through a “capital call”, by which the Investor is required to pay the
required amount from its undrawn capital commitment to the Fund, or through a deduction from
available cash. Investors in the Aethon Funds are generally subject to restrictions on transferring their
interests, pursuant to the Governing Documents of each Aethon Fund.

The General Partners are generally entitled to receive a carried interest distribution of the net profits
derived from the disposition of investments, after the return of capital contributions and a preferred rate
of return (typically 8%) to Investors, (the “Carried Interest”), as defined in the Governing Documents
for each Aethon Fund. Upon final dissolution of the Aethon Fund, the Aethon General Partner is
generally required to return Carried Interest distributions to the extent that such distributions exceed
the amounts that would have been distributed if such Carried Interest distributions were calculated on
the aggregate basis covering all Aethon Fund transactions (subject to terms and limitations set forth in
the applicable Aethon Fund’s Governing Documents). Carried Interest distributions are calculated from
time to time upon the disposition of portfolio investments and are allocated or distributed to the General
Partners or affiliate following the return of capital contributions and preferred return to Investors.

Aethon II-C does not pay a Management Fee. Aethon may waive or reduce Management Fees or Carried
Interest for all or certain Investors or classes of Investors, at its discretion. Thus, different Investors in
the same Aethon Fund may pay different Management Fees. Additionally, the GPs’ capital account will
generally not be subject to Management Fees or Carried Interest. Except as otherwise agreed, Aethon is
not obligated to waive or reduce Management Fees for any other Investor when offering waivers or
reductions to a particular Investor. The Aethon Co-Investment Funds generally do not pay a
Management Fee but do pay Carried Interest and are subject to other expenses as described below.

Aethon receives a monthly fee for the management services provided to Aethon United and Aethon III
LLC. The fee is governed by the management services agreement and includes the amount of (i) all third-
party costs and expenses reasonably incurred by Aethon in provision of the services to Aethon United or
Aethon III LLC, as applicable, and (ii) the amount of general and administrative expenses of Aethon
(including salaries and other expenses) as allocated by Aethon to the provision of services to Aethon
United or Aethon III, as applicable. All third-party costs and expenses shall be reimbursed “at cost” to
Aethon or any such affiliate, without subsequent markups, commissions or charges.

Organizational & Other Expenses
In addition to the Management Fee (if applicable), each Aethon Fund is responsible for paying or
reimbursing Aethon or its affiliates for certain expenses (“Fund Expenses”) as outlined in the
Governing Documents for each Fund. Fund Expenses may include the following:

   »   Organizational Expenses – Expenses, costs and liabilities incurred in connection with (i)
       the offering and sale of the Interests and limited partner interests in any Parallel Fund, including
       placement agent costs and placement agent fees, (ii) the organization of the Fund, any Parallel
       Fund, the General Partner, the Investment Manager and their respective Affiliates and (iii) the
       negotiation, execution and delivery of the partnership agreement or other similar agreement in
       respect of the Fund and any Parallel Fund, the investment management agreement and any
       related or similar documents, including, without limitation, any related legal and accounting
       fees and expenses, travel expenses and filing fees. Notwithstanding the foregoing, placement
       agent fees generally will be treated as an offset against the Management Fee.

   »   Operating Expenses – Expenses, costs and liabilities incurred in connection with the
       operation of the Fund and its Portfolio Investments and the performance by Aethon or an
       affiliate of their respective obligations under Fund Governing Documents and the Investment
       Management Agreement, including, without limitation, (i) the organization of any Alternative
       Investment Vehicle or Holding Vehicle, including documentation related thereto; (ii) the
       Management Fee; (iii) all expenses, costs and liabilities incurred in connection with the
       identifying, structuring, negotiating, making, monitoring, managing, sale, proposed sale, other
       disposition or valuation of Portfolio Investments and Temporary Investments or Portfolio
       Investments, Portfolio Assets and Temporary Investments considered for the Fund (including
       due diligence in connection therewith), including, but not limited to, legal, accounting, audit
       and other expenses (to the extent not subject to reimbursement); (iv) salaries, bonuses, benefits
       and other expenses of their respective employees or consultants (such personnel to include, but
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ITEM 7: TYPES OF CLIENTS
Aethon provides investment management services to the Aethon Funds, which are private funds exempt
from registration under the Investment Company Act and Securities Act. Investors in the Aethon Funds
are generally institutional investors, high net worth investors and related investment entities, that are
“accredited investors,” “qualified clients” and “qualified purchasers” (if required pursuant to
the fund’s exemption), within the meaning of the Securities Act, the Advisers Act and the Investment
Company Act, respectively.

The Aethon Funds have a specified minimum investment as set forth in their Governing Documents
which is generally $1 million. This minimum investment is subject to discretion, and Aethon or its
affiliates may permit investments of a smaller amount generally or with respect to any Investor.

The General Partners, on behalf of an Aethon Fund, have and may in the future enter into letter
agreements or other similar arrangements (collectively, “Side Letters”) with one or more Limited
Partners that have the effect of establishing rights under, or altering or supplementing the terms of the
Partnership Agreement or any subscription agreement. As a result of such Side Letters, certain Limited
Partners may receive additional benefits that other Limited Partners will not receive, such as reduced
fees, additional transparency, or co-investment rights. The General Partners will not be required to
notify any or all of the other Limited Partners of any such Side Letters or any of the rights or terms or
provisions thereof, nor will the General Partners be required to offer such additional or different rights
or terms to any or all of the other Limited Partners.