Cadent Management Services LLC

Item	5.	         Fees	and	Compensation

    Management	Fees

    Cadent	 charges	 some	 of	 its	 Funds	 a	 management	 fee	 for	 its	 Services,	 which	 is	 calculated	 and	 payable
    quarterly,	in	advance.	The	fee	will	vary	according	to	the	specific	Fund	and	the	period	of	that	Fund’s	lifecycle.
    Cadent	Energy	Partners	II,	LP	no	longer	pays	a	management	fee.

    Management	fees	are	generally	paid	by	or	on	behalf	of	a	Fund	by	requiring	the	Limited	Partners	in	the	Fund
    to	make	a	capital	contribution	in	respect	of	such	fees.	 The	fees	paid	by	the	Fund	are	deducted	from	the	cash
    accounts	by	the	General	Partner	of	such	Fund	and	paid	to	Cadent.

    Management	fees	may	also	be	reduced	or	offset	for	certain	funds	as	permitted	by	the	Fund’s	and	Investors
    governing	documents.

    In	addition	to	the	management	fees	paid	by	the	Fund	and	Other	Fees	related	to	portfolio	investments	of	the
    Fund,	Cadent	is	reimbursed	for	certain	out	of	pocket	expenses.	 These	expenses	are	described	in	detail	in
    each	 Fund’s	 governing	 documents.	 Investors	 and	 prospective	 investors	 in	 the	 Fund	 should	 review
    governing	documents	for	any	particular	investment	carefully	before	investing.

    On	 occasion,	 the	 Fund	 may	 hold	 and	 therefore	 transact	 in	 publicly-traded	 securities	 or	 other	 securities
    where	brokerage	costs	apply	to	the	purchases	or	sales	of	securities.	This	may	occur	if	a	private	company	a
    Fund	owns	becomes	public,	or	if	a	Fund	invests	directly	in	public	securities.	As	a	result	of	holding,	buying,
    or	selling	these	securities,	brokerage	expenses	are	likely	to	be	imposed	on	Fund’s	transactions.	 In	the	event
    Cadent	decides	to	invest	in	securities	with	respect	to	which	brokerage	costs	would	apply,	the	Fund	will	bear
    any	such	costs	or	expenses.	Cadent	does	not	have	any	affiliated	brokers	or	dealers.

    Carried	Interest

    Distributions	and	allocations	to	the	Limited	Partners	in	some	Funds	are	subject	to	some	form	of	carried
    interest	or	similar	profit	allocation	for	the	benefit	of	the	General	Partner	of	such	Fund,	which	is	an	affiliate
    of	Cadent.	For	more	information	on	the	carried	interests	payable	to	Cadent’s	affiliates,	please	see	Item	6
    (Performance-Based	Fees	and	Side-By-Side	Management).

    Related	Services
    Fees	for	Related	Services	are	not	always	based	on	an	exit	or	sale	of	a	Fund	investment.	Accordingly,	Cadent
    may	receive	fees	for	Related	Services	when	a	Fund	does	not	ultimately	profit	from	the	investment.

  Although	 fees	 for	 Related	 Services	 are	 in	 addition	 to	 the	 management	 fee,	 Cadent	 will	 in	 some
  circumstances	reduce	the	amount	of	management	fee	paid	by	the	applicable	Fund	in	connection	with	the
  receipt	of	such	fees.	The	amount	and	manner	of	such	reduction	is	set	forth	in	the	advisory	agreement	and/or
  organizational	documents	of	the	applicable	Fund.	 As	some	Funds	do	not	pay	management	fees,	any	such
  reduction	 will	 not	 benefit	 such	 Funds.	 Additionally,	 a	 portfolio	 company	 may	 reimburse	 Cadent	 for
  expenses	(including	without	limitation	travel	expenses,	which	may	include	expenses	for	chartered	or	first
  class	travel)	incurred	by	Cadent	in	connection	with	its	performance	of	services	for	such	portfolio	company,
  and	such	reimbursements	are	not	subject	to	the	sharing	arrangements	described	above.
	 Cadent	Management	Services,	LLC	                    5	                                   March	27,	2026

    Finally,	Cadent	and	its	affiliates	may	also	engage	and	retain	senior	advisors,	consultants,	operating	partners
    and	other	similar	professionals	who	are	not	employees	or	affiliates	of	Cadent	and	who	will,	from	time	to
    time,	 receive	 payments	 from,	 or	 allocations	 with	 respect	 to,	 portfolio	 companies.	 The	 nature	 of	 the
    relationship	with	each	of	the	senior	advisors,	consultants,	operating	partners	and/or	other	professionals
    and	the	amount	of	time	devoted	or	required	to	be	devoted	by	them	varies	considerably.	In	certain	cases,
    they	provide	the	Fund	and/or	Cadent	with	industry-specific	insights	and	feedback	on	investment	themes,
    assist	in	transaction	due	diligence,	make	introductions	to	and	provide	reference	checks	on	management
    teams.	In	other	cases,	they	may	take	on	more	extensive	roles	and	serve	as	executives	or	directors	on	the
    boards	of	portfolio	companies	or	contribute	to	the	origination	of	new	investment	opportunities.	In	certain
    instances,	 Cadent	 may	 have	 formal	 arrangements	 with	 these	 senior	 advisors,	 consultants,	 operating
    partners	and/or	other	professionals	(which	may	or	may	not	be	terminable	upon	notice	by	any	party),	and
    in	other	cases	the	relationships	may	be	more	informal.	They	may	be	compensated	(including	pursuant	to
    retainers	 and	 expense	 reimbursement)	 from	 Cadent,	 Fund	 and/or	 portfolio	 companies	 or	 otherwise
    uncompensated	unless	and	until	an	engagement	with	a	portfolio	company	develops.	 In	such	circumstances,
    such	payments	from,	or	allocations	with	respect	to,	portfolio	companies	and/or	the	Fund	will	not,	even	if
    they	 have	 the	 effect	 of	 reducing	 any	 retainers	 or	 minimum	 amounts	 otherwise	 payable	 to	 Cadent,	 be
    deemed	 paid	 to	 or	 received	 by	 Cadent	 and	 such	 amounts	 will	 not	 be	 subject	 to	 the	 offset	 provisions	 as
    described	above.	These	senior	advisors,	consultants,	operating	partners	and/or	other	professionals	may
    have	the	right	or	may	be	offered	the	ability	to	co-invest	alongside	the	Fund,	including	in	those	investments
    in	which	they	are	involved,	or	otherwise	participate	in	equity	plans	for	management	of	any	such	portfolio
    company.	There	can	be	no	assurance	that	any	of	the	senior	advisors,	consultants,	operating	partners	and/or
    other	professionals	will	continue	to	serve	in	such	roles	and/or	continue	their	arrangements	with	Cadent
    and/or	any	portfolio	companies	throughout	the	term	of	the	Fund.
...

Item	7.	         Types	of	Clients

    Cadent	 provides	 discretionary	 management	 and	 advisory	 services	 to	 the	 Funds	 directly,	 subject	 to	 the
    direction	and	control	of	the	General	Partner	of	each	Fund,	and	not	individually	to	the	Limited	Partners.
    Limited	Partners	in	the	Fund	may	include,	but	are	not	limited	to,	high	net	worth	individuals,	pension	plans
    (corporate,	 state	 and	 foreign),	 endowments,	 insurance	 companies	 and	 pooled	 investment	 vehicles	 (e.g.,
    funds-of-funds).	The	minimum	commitment	for	a	limited	partner	is	outlined	in	the	governing	documents
    for	each	Fund;	however	Cadent	maintains	discretion	to	accept	less	than	the	minimum	investment	threshold.

    Item	8.	         Method	of	Analysis,	Investment	Strategies	and	Risk	of	Loss

    Cadent	specializes	in	understanding	the	energy	industry	and	Cadent’s	Fund	primarily	invest	in	existing	or
    newly-formed,	small	to	medium	sized	private	companies	which	Cadent	believes	are	positioned	to	achieve
    market	 share	 increases	 or	 capitalize	 on	 the	 changes	 in	 energy	 markets	 and	 economic	 cycles.	 Cadent
    identifies	 investment	 opportunities	 for	 its	 Fund	 using	 a	 top-down	 approach,	 analyzing	 factors	 such	 as
    macro	 industry	 characteristics,	 opportunistic	 industry	 trends,	 market	 size	 and	 growth,	 valuations,
    competition	and	exit	opportunities.

  Cadent	 looks	 for	 companies	 which	 meet	 certain	 criteria	 prior	 to	 recommending	 such	 companies	 for
  investment	by	its	Fund.	Such	criteria	may	include,	a	competitive	edge	in	their	markets,	attractive	market
  capitalization,	 a	 proven	 management	 team,	 reasonable	 valuations,	 low	 debt	 levels	 and	 strong	 operating
  performance.	Cadent	looks	to	invest	in	the	energy	and	energy-related	industries	and	analyzes	the	cycles
	 Cadent	Management	Services,	LLC	                   7	                                     March	27,	2026

    which	occur	in	varying	segments.	Cadent	seeks	out	investment	opportunities	which	will	permit	Cadent	to
    play	 a	 significant	 role	 in	 the	 management	 of	 the	 portfolio	 companies	 invested	 in	 by	 the	 Funds,	 such	 as
    securing	board	representation	in	each	such	portfolio	company.	Portfolio	investments	are	typically	held	for
    four	to	seven	years,	permitting	time	to	build	value	in	the	portfolio	companies.

    Cadent	also	reviews	potential	exit	strategies	for	prospective	investment	opportunities	for	its	Funds.	Exits
    will	 generally	 be	 sales	 to	 strategic	 companies	 or	 other	 private	 equity	 funds,	 for	 cash	 or	 a	 highly	 liquid
    security	rather	than	through	initial	public	offerings.

    Risks

    Investing	in	portfolio	company	securities	involves	substantial	risks,	including	the	potential	loss	of	a	Fund’s
    principal,	which	Limited	Partners	should	be	prepared	to	bear.	While	a	more	complete	discussion	of	risk
    factors	is	found	in	the	respective	Fund’s	governing	documents,	following	is	a	summary	of	some	of	the	risks:

    General	Considerations

    An	investment	in	a	Fund	requires	a	long-term	commitment,	with	no	certainty	of	return.	There	most	likely
    will	 be	 little	 or	 no	 near-term	 cash	 flow	 available.	 The	 activity	 of	 identifying,	 completing	 and	 realizing
    attractive	private	equity	investments	is	highly	competitive	and	involves	a	high	degree	of	uncertainty.	 There
    can	be	no	assurance	that	a	Fund	will	be	able	to	locate,	consummate	and	exit	investments	that	realize	upon
    their	values,	or	that	a	Fund	will	be	able	to	invest	fully	its	committed	capital.	 Many	if	not	all	investments	will
    be	highly	illiquid,	and	there	can	be	no	assurance	that	any	Fund	will	be	able	to	realize	on	such	 investments
    in	a	timely	manner.	 Contemplated	exit	strategies	for	its	investments	can	be	adversely	affected	by	numerous
    factors,	 many	 of	 which	 may	 be	 unforeseen	 or	 unexpected	 at	 the	 time	 the	 investments	 are	 made.
    Consequently,	 dispositions	 of	 Fund	 investments	 may	 require	 a	 lengthy	 time	 period	 or	 may	 result	 in
    distributions	in	kind	to	the	Partners.	 Additionally,	investments	most	likely	will	not	be	able	to	be	sold	except
    pursuant	 to	 a	 registration	 statement	 filed	 under	 the	 Securities	 Act	 or	 in	 a	 private	 placement	 or	 other
    transaction	exempt	from	registration	under	the	Securities	Act	and	that	complies	with	any	applicable	 non-
    U.S.	securities	laws.	Certain	investments	may	be	in	businesses	with	little	or	no	operating	history.	Certain
    investments	may	be	in	businesses	with	high	levels	of	debt	or	may	be	investments	in	leveraged	buyouts;
    leveraged	buyouts	by	their	nature	require	companies	to	undertake	a	high	ratio	of	fixed	charges	to	available
    cash	flow.	Leveraged	investments	are	inherently	more	sensitive	to	declines	in	revenues	and	to	increases	in
    expenses.	There	can	be	no	assurance	that	the	targeted	IRR	will	be	attained.

    Energy	Industry	Concentration

    Investments	will	be	concentrated	in	the	energy	industry,	and	will	be	subject	to	numerous	risks	that	affect
    the	 energy	 industry	 as	 a	 whole	 or	 specific	 sectors	 within	 that	 industry.	 Because	 of	 the	 concentration	 of
    investments	in	this	industry,	an	investment	in	a	Fund	may	be	subject	to	greater	risk	than	an	investment	in
    a	portfolio	of	securities	representing	a	broader	range	of	industries.

    Nature	of	Energy	Industry	Investments

  Investments	in	the	energy	sector	may	be	subject	to	a	variety	of	risks,	not	all	of	which	can	be	foreseen	or
  quantified.	Such	risks	may	include	but	are	not	limited	to:	(i)	the	risk	that	the	technology	employed	in	an
  energy	project	will	not	be	effective	or	efficient;	(ii)	uncertainty	about	the	availability	or	efficacy	of	energy
	 Cadent	Management	Services,	LLC	                    8	                                   March	27,	2026

    sales	agreements	or	fuel	supply	agreements	that	may	be	entered	into	in	connection	with	a	project;	(iii)	risks
...