BP Capital Energy Advisors LLC

Item 5 – Fees and Compensation
The Adviser, General Partners and/or another affiliated entity generally receives management fees,
carried interest, or other similar profit allocations from the Funds. The Funds may also indirectly
incur or generate other fees, such as directors’ fees, some of which are payable to affiliates of the
Firm, depending on the nature of the Fund’s activities. The specific governing documents for each
Fund set forth the fee arrangement for such Fund.

From time to time, the Funds may enter into side letters or other written understandings with
individual investors that have the effect of establishing rights under, or altering or supplementing,
the terms of a particular Fund’s Memorandum, LPA and/or IMA. The altered terms may include
but are not limited to the compensation received by a General Partner from a Fund such as
management fees and/or carried interest (See Item 6 – Performance Based Fees and Side by Side
Management). The Firm does not impose a uniform schedule of management fees or performance-
based compensation for all Funds (and their respective investors).

Management Fees

The Firm typically receives a management fee from each Fund as compensation for advisory
services, the terms of which are set forth in each Funds, Memorandum, LPA and/or IMA. The
annual management fee paid by each Fund ranges between 0 – 2%. During a Fund’s commitment
period (which is not relevant to co-investment funds), the fee is calculated as a percentage of the
aggregate commitments of the investors in such Fund. Following termination or expiry of a Fund’s
commitment period, the management fee is calculated based on the amount of such Fund’s
invested capital (plus any amounts drawn down under a Fund’s credit facility for investment
purposes). The Funds do not typically pay management fees or carried interest in respect of
amounts committed or contributed by the Firm’s partners, employees or related persons that may
be invested in such Fund.

Management fees are generally paid quarterly in advance by a Fund and are paid by either (i)
requiring investors in the Fund to contribute capital to the Fund for payment of the fee or (ii)
withholding the amount of such fees from proceeds that would otherwise be distributable to
investors of such Fund. In addition, the General Partners can cause the Funds to borrow money for
the payment of management fees. Management fees are required to be returned to the investors in
the applicable Fund if the advisory services are terminated prior to the end of the period in respect
of which such fees have been paid. Returned amounts are pro-rated for the number of days left in
the quarter during which the relationship was terminated.

Partners of the Firm and certain of its employees typically make a commitment to a Fund. For
certain Funds, in connection with such commitment, the Firm has the right to waive a portion of
the management fee charged to such Fund, and investors in the Fund will instead make capital
contributions in the amount that would otherwise be payable as the management fee. Such amounts
are then applied to satisfy the commitment of the Firm and/or its employees. This arrangement
does not increase or decrease the amount of overall capital that would otherwise be contributed to
the Fund.

Common Types of Expenses

The Funds will bear all costs and expenses incurred in connection with the organization of the
Funds and the General Partners, including legal and accounting fees, printing costs, travel and out-
of-pocket expenses, and all costs and expenses incurred in connection with the offering of limited
partner interests in the Funds (“Interests”), (collectively, “Organizational Expenses”). Subject to
the applicable Fund’s dollar limitation, the Funds will reimburse the General Partners and the
Adviser for any Organizational Expenses funded by them. Organizational Fees shall not include
placement fees of any kind. Any placement or similar fees payable to any placement agent in
connection with the offering of Interests will be borne by the General Partners and the Adviser and
either paid by them or paid by the Funds (with a corresponding dollar for dollar reduction of the
management fee).

The Funds will be responsible for all expenses relating to its own operations (“Fund Expenses”),
including fees, costs and expenses directly related to the purchase, maintenance and sale of
investments, expenses of custodians, counsel and accountants, any insurance (including without
limitation any E&O or similar insurance coverage), indemnity or litigation expenses, all costs of
the Funds’ administration, including preparation of its financial statements and reports to limited
partners, costs of holding any meetings of Partners or the limited partnership advisory committee
(“LPAC”), brokerage costs and any taxes, fees, or other governmental charges levied against the
Funds. For additional information on brokerage matters, see “Item 12 – Brokerage Practices”
below.

In addition, the Funds will be responsible for all due diligence and other costs of investigating
investments and potential investments, including any fees and expenses due any legal, financial,
accounting, engineering, consulting, or other advisors or any lenders, investment banks and other
financing sources in connection with transactions (regardless of whether such transactions are
consummated). Out-of-pocket expenses associated with completed transactions generally will be
reimbursed from the proceeds of the investments or capitalized as part of the acquisition price of

the transaction. The Funds will reimburse the General Partners and the Adviser, as applicable, for
any Fund Expenses funded by them.

The General Partners and the Adviser will be responsible for all of their day-to-day operating
expenses, including office overhead and compensation of employees. Such day-to-day operating
expenses of the General Partners and the Adviser will be funded with the proceeds of the
...

Item 7 – Types of Clients
The Firm currently provides investment advice to the Funds, as described above. Fund investors
generally include institutional investors and high net-worth individuals.

Interests in the Funds are currently offered on a private placement basis, and where applicable, in
reliance on Section 3(c)(7) of the Company Act, to persons who generally are “accredited
investors” as defined under the Securities Act of 1933, as amended (the “Securities Act”), and
“qualified purchasers” as defined under the Company Act, and who are subject to certain other
conditions, which are fully set forth in the Offering Documents of such Funds. Please note that
investors in the Funds are not clients of the Adviser by virtue of their investment in a Fund.
Minimum initial investment amounts vary among the Funds, as described in the applicable Fund’s
respective Memorandum. The Adviser may waive the minimum investment or contribution with
respect to any Fund in its sole discretion. Interests can be purchased only by certain eligible and
accredited investors who are “qualified purchasers” or meet an exemption permitted to invest
under applicable securities laws.

In order to invest in a Fund that is subject to a performance fee, an investor must be a “qualified
client” as defined by Section 205 of the Advisers Act, and Rule 205-3 thereunder. Firm employees
who qualify as “knowledgeable employees” under Rule 3c-5 of the 1940 Act are also permitted to
invest directly in the Funds.