Grey Rock Energy Management LLC

Item 5: Fees and Compensation
General

Grey Rock typically receives compensation from fees based on a percentage of capital under
management, carried interest distributions and certain other fees or expenses related to
transactions, all in accordance with the Governing Documents. Investors should review the
relevant Governing Documents to fully understand the total amount of fees to be paid by a Fund
and, indirectly, by its Investors. The General Partner of a particular Fund shall have discretion to
pay fees and expenses from (i) capital commitments; (ii) proceeds received in respect of any Fund
investment, or (iii) any other funds or other assets of the Fund (including proceeds) determined by
the General Partner to be available for such purpose.

For more specific information regarding fees, Investors should review the Governing Documents
for the Funds in which they have invested. See “Performance-Based Fees and Side-by-Side
Management” below for a further discussion of fees and the potential conflicts of interest they can
create. See the “Brokerage Practices” section below for additional information regarding
transaction costs.

Management Fees

As described in the applicable Fund’s Governing Documents, each Fund will generally pay an
investment management fee to the Management Company (the “Management Fees”), quarterly in
advance equal to a percentage of aggregate capital commitments during the investment period.
Thereafter, through the termination of the Fund, the annual Management Fees will generally equal
a percentage of the aggregate capital contributions of all Investors in such Fund used to make
investments that are not fully realized. Management Fees will be reduced by a percentage of the
amount of certain other fees received by Grey Rock, as described in further detail below.

Grey Rock and its affiliates are not subject to the Management Fee. In addition, Grey Rock has
the right, at its sole discretion, to waive or reduce the Management Fee charged to certain affiliated,
large or strategic Investors.

Carried Interest

Under the terms of each Fund’s Governing Documents, the General Partner of such Fund will
generally be entitled to receive “carried interest distributions” from the applicable Fund. The
General Partner’s carried interest distributions are generally subject to the obligation to return
certain distributions pursuant to “claw back” arrangements periodically and upon liquidation of
the applicable Fund as provided in such Fund’s Governing Documents.

                         GREY ROCK ENERGY MANAGEMENT, LLC
                               Form ADV, Part 2A Brochure

Directors’ Fees, Advisory Fees and Ancillary Fees

Grey Rock may in the future be entitled to collect from or with respect to a Fund’s investments
certain directors’ fees, financial consulting fees, advisory fees and ancillary fees; provided that the
Management Fee payable by such Fund will generally be reduced by a percentage of any such fees
as set forth in the Governing Documents. If any such fees required to be credited against the
Management Fees for a particular Fund for any period exceed the Management Fees payable by
such Fund for such period, the amount of such excess will generally be carried forward and
credited against the Management Fees payable by such Fund for subsequent periods. Except as
described above or in the Governing Documents, Grey Rock does not collect any periodic
monitoring, management or similar fees from the Funds’ investments.

Overhead Expenses

Grey Rock will generally pay all of its own ordinary administrative and overhead expenses,
including office space, office supplies and equipment and compensation and employee benefits
for their employees.

Other Fund Expenses

The Funds will generally pay, or will generally reimburse Grey Rock for, other expenses of the
Funds, as set forth in applicable Governing Documents. Such expenses generally include, without
limitation, include, without limitation: (i) Management Fees; (ii) organizational expenses; (iii)
investment expenses (i.e., expenses that, in a General Partner’s determination, are related to the
investment of the Fund’s assets, whether or not such investment was ultimately made, including,
without limitation, commissions and sales charges, due diligence (including related travel
expenses), other consulting and professional fees relating to particular investments and costs
relating to production forecasting, database, engineering and similar technical software to be used
in connection with the Management Company’s due diligence); (iv) registration expenses; (v)
consulting and risk management fees; (vi) legal, compliance and administration, internal and
external accounting, audit and tax preparation and insurance expenses; (vii) litigation and
settlement expenses; (viii) internal and external expenses incurred in connection with the
preparation or distribution of financial statements, tax returns, or other similar reports or filings;
(ix) taxes, fees and other governmental levies; (x) expenses in connection with the offer and sale
of limited partnership interests in the Funds; (xi) extraordinary expenses; (xii) the overhead,
administrative and employee expenses of any Fund special purpose vehicles; provided, that
employee expenses of employees who are also employees of Grey Rock will be apportioned pro-
rata (based on business hours spent) as determined by the General Partner in good faith; and (xiii)
expenses incurred in connection with any conference or meetings with Investors.

The Funds will generally not reimburse Grey Rock for organizational expenses in a combined
aggregate amount in excess of a certain dollar amount or any placement fees payable to a
placement agent, as set forth in applicable Governing Documents.

                       GREY ROCK ENERGY MANAGEMENT, LLC
                             Form ADV, Part 2A Brochure

Termination of Services
...

Item 7: Types of Clients
The Management Company provides management and discretionary investment advisory services
directly to the Funds, subject to the direction and control of the General Partner of each Fund. In
each case, the Management Company does not provide advisory services individually to the
Investors. Investors in the Funds may include, but are not limited to, governmental or corporate
pension funds, university or similar endowments, funds of funds, other institutional investors, high
net worth individuals and foundations.

The Funds may impose a minimum initial investment requirement, which varies from Fund to
Fund. However, Grey Rock may waive any such requirement at its sole discretion. In addition,
the Funds may enter into separate agreements, commonly referred to as “side letters,” with certain
Investors, to provide such Investors with additional or different terms than those specifically
described in the Governing Documents. These side letters primarily relate to laws, policies and
procedures applicable only to specific Investors and not all Investors. However, under certain
circumstances, these side letters could create alternative fee arrangements or preferences or
priorities for such Investors with respect to other Investors.

Investors are typically required to meet certain suitability qualifications as described in the
applicable Fund’s Governing Documents, such as being an “accredited investor” within the
meaning set forth in Rule 501(a) of Regulation D under the Securities Act. Also, Investors will be
required to make certain representations when investing in a Fund, including, but not limited to,
that (i) they are acquiring an interest for their own account; (ii) they received or had access to all
information they deem relevant to evaluate the merits and risks of the prospective investment; and
that (iii) they have the ability to bear the economic risk of an investment in the Fund. Details
concerning applicable Investor suitability criteria are set forth in the respective Fund’s offering
documents and subscription materials, which are furnished to each prospective Investor.

                         GREY ROCK ENERGY MANAGEMENT, LLC
                               Form ADV, Part 2A Brochure