Haddington Ventures LLC

Item 5.        Fees and Compensation

 Haddington charges the Funds an investment management fee for its services. The fees are
 calculated and payable quarterly in advance. The management fee ranges from 1.5% to 2.0%. The
 Funds may enter into side agreements and negotiate fees that require investors to contribute
 management fees to the Fund according to any specific terms as outlined in the side agreement.
 These fees may be lower than the management fees as disclosed in the offering documents and
 payable pursuant to the Partnership Agreement. Additionally, distributions to investors in the Funds
 are typically subject to some form of carried interest or similar profit allocation for the benefit of
 one or more of Haddington’s affiliates. For more information, please see Item 6 (Performance‐
 Based Fees and Side‐By‐Side Management).
 Fees are generally paid by or on behalf of Funds by requiring the investors in the Funds to make a
 capital contribution in respect of such fees. Fees paid by Funds may, as described in the governing
 documents for the Funds, require a minimum capital commitment from all investors. Fees paid by
 the Funds are deducted from accounts by the General Partner and paid to Haddington.
 In addition to the advisory fees paid by the Funds, the Funds will incur other expenses in connection
 with obtaining services such as travel expenses incurred by Haddington employees and others for
 attending board meetings of the portfolio investments, third-party expenses incurred in connection
 with the operation of the Funds or the investment portfolio. These third-party fees may include the

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 costs and expenses related to the purchase, evaluation of, holding and sale of portfolio investments
 (to the extent not reimbursed); expenses of any agents, custodians, counsel and accountants
 (including audit, tax preparation and certification fees); any insurance, indemnity or litigation
 expenses, certain taxes, fees or other governmental charges levied against the Funds; out-of‐pocket
 expenses and other extraordinary expenses associated with the management or offering of the
 Funds. All such fees are discussed in the governing documents for each of the Funds.
 Haddington, acting as general partner or adviser, may earn transaction fees, investment banking
 fees, break-up fees, advisory fees, monitoring fees, or other similar fees resulting from services
 performed for the benefit of the Fund or a Fund’s portfolio company. In some instances, where
 dictated in the respective Fund’s governing documents, a percentage of the fees earned, net of out-
 of-pocket expenses incurred, may serve to reduce the investment management fee.
 There may be other fees and expenses as well depending upon the particular investments of each
 Fund. Investors and prospective investors in the Funds should review offering documents for any
 particular investment carefully before investing.
 Haddington does not typically invest in public companies or securities where brokerage costs apply
 to the purchases or sales of shares and as a result, brokerage expenses are not typically imposed on
 Clients’ transactions. In the event Haddington decides to invest in securities with respect to which
 brokerage costs would apply, the Client will bear any such costs or expenses. Haddington does not
 have any affiliated brokers or dealers.

Item 7.         Types of Clients

 Haddington provides Services to pooled investment vehicles. Haddington has the discretionary
 authority to buy or sell, or determine the securities to buy or sell, without the Client’s consent.
 Haddington has no minimum requirements for opening or maintaining an account; however, the
 Funds themselves may require that Limited Partners in the Funds meet a minimum capital
 commitment. Such minimums are set by the Funds and their General Partners. The minimum
 capital commitments required by each Fund may differ.

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

 Haddington specializes in identifying opportunistic trends and needs across the energy industry
 and Haddington primarily invests in small to medium sized companies which Haddington believes
 are positioned to capitalize on the changes in energy and economic cycles. Haddington identifies
 investment opportunities using a top‐down approach, analyzing factors such as macro industry
 characteristics, opportunistic industry trends, market size and growth, valuations, competition and
 exit opportunities.
 Haddington looks for companies or development opportunities which meet certain criteria prior to
 recommending such companies for investment. 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. Haddington looks to invest across the broad
 energy industry, analyzing the cycles which occur in varying segments. Haddington seeks out
 opportunities which will permit Haddington to play a control role in the management of a company
 and Haddington aims to obtain controlling board representation in each target investment.
 Investments are typically held between four to seven years, permitting time to build value.
 Haddington also reviews potential exit strategies for prospective investment opportunities.
 Generally, exits will be sales to strategic companies for cash or a highly liquid security rather than
 initial public offerings.
 Investing in securities and other financial instruments involves risks, including the potential loss
 of the Fund’s principal, which the Fund and its investors should be prepared to bear. While certain
 strategies may offer the potential for greater growth, these same strategies may have greater
 potential volatility. While it is Haddington’s intent to reduce risk when possible, certain strategies
 may impose more risk than others. Haddington may make foreign investments (“Non‐U.S.

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 Investments”). Investing in Non‐U.S. investments will subject a client to certain risks not typically
 associated with investing in securities in the United States. Non‐U.S. investments may be affected
 by changes in currency rates. A decline in an exchange rate of the foreign currency in which a
 portfolio security is quoted or denominated relative to the U.S. dollar would reduce the value of
 the portfolio security in U.S. dollars proportionately. The costs and expenses associated with
 investing in Non‐U.S. markets are generally higher than in U.S. markets. There generally may be
 less publicly available information regarding Non‐U.S. Investments than U.S. companies. In
 addition, certain Non‐U.S. economies are less stable that the U.S. economy due to, among other
 things, volatile political environments and less stable monetary systems.
 Haddington invests in a particular market sector and in a limited number of investments. As a
 result, there is greater risk that a Client’s portfolio may be impacted by the unfavorable
 performance of a single investment.
 Investments in the energy industry have specific risks, such as the risk that the technology
 employed in an energy project will not be effective or efficient or the risk of equipment failure,
 fuel interruptions, loss of sale and supply contracts or fuel contracts, acts of God or other
 catastrophes. Other risks associated with investments in this industry include regulatory,
 environmental, supply‐and‐demand, uncertainty of energy source availability, conservation efforts
 or governmental events.
 Within the energy sector, the investment in oil and natural gas may be subject to higher risks as a
 result of problems in drilling and completing of wells, the presence of unanticipated pressures or
 irregularities in formations, accidents or other losses. Investments in oil and gas businesses are
 highly speculative and often rely on estimates of oil and gas reserves.
 The prices of oil and natural gas are inherently uncertain. The worldwide supply of oil and natural
 gas may be impacted by political instability or armed conflicts in producing nations, the price of
 foreign imports, availability of alternative fuels and changes in existing governmental regulation,
 taxation and price controls. Prices for oil and natural gas have fluctuated greatly during the past,
 and markets for oil, natural gas and natural gas liquids continue to be volatile.
 The impact of terrorist attacks or regional hostilities (particularly in the Middle East) may have a
 significant impact on the energy industry. The impact of such attacks or hostilities on investments
 recommended by Haddington is not known at this time. Uncertainty surrounding military strikes
 or a sustained military campaign may affect the operations of the companies in unpredictable ways,
 which may include significant costs or losses.
 Disease outbreaks and natural disasters that affect local economies or the global economy may
 materially and adversely impact our investment portfolios and/or our business. These types of
 outbreaks have the potential to cause severe decreases in core business activities such as
 manufacturing, purchasing, tourism, business conferences and workplace participation, among
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