NGP Energy Capital Management LLC

Item 5 – Fees and Compensation

Management Fees

In general, NGP receives, from each fund, an annual management fee that is payable quarterly in advance.
The general partners of the funds may either make capital calls on the funds’ investors for the amount of
NGP’s management fees and pay the amounts received to NGP or withhold the amount of management
fees owed to NGP from proceeds that would otherwise be distributed to investors and pay that amount to
NGP. As further described in the limited partnership agreements and the private placement memorandum

(“PPM”) of the funds, NGP is permitted to exempt certain investors from payment of all or a portion of the
management fee and/or carried interest. Such investors often include management, personnel and related
persons (including strategic advisors and consultants) of NGP, the Carlyle Group (together with its affiliates,
“TCG”) and their respective affiliates.

Under the funds’ governing documents, the management fee will be calculated and charged on a basis that
generally is not tied to the funds’ then-current net asset value. As further specified in the funds’ governing
documents, from the effective date of the relevant fund through the investment period, management fees
generally will be charged based on a formula tied to the amount of the relevant fund’s aggregate
commitments or invested capital less certain amounts realized, disposed of or permanently written down or
written off (such permanently written down or written off investments referred to in this document as,
“Impaired Value Investments”). After the relevant funds’ investment period, management fees generally
will be charged and calculated based on the formula above less any committed capital reserved to pay
future management fees and expenses. Certain funds also include a reduction in the rate used to calculate
the management fee after the end of the investment period.

Under the funds’ governing documents, where the fair market value of an investment exceeds the total
amount of investment contributions relating to such investment, management fees will not be calculated
based upon such appreciated value. Conversely, the governing documents do not require management
fees to be reduced or refunded following the occurrence of a writedown, decrease (including a significant
decrease) in fair value or other event not constituting a substantial partial disposition, such as a
reorganization, roll-over investment in connection with a sale or distribution, except in the case of
investments meeting the relevant Impaired Value Investment standard under the relevant fund’s governing
documents. For the avoidance of doubt, if a determination is made that an investment has become an
Impaired Value Investment, then the amount of management fees otherwise payable relating to such
investment will be reduced solely based on the amount of the permanent writedown or write off relating to
such investment as of the date of the Impaired Value Investment determination, which is determined at the
sole discretion of the relevant general partner.

As a result, the amount of management fees generally will not correspond with fluctuations in the net asset
value of individual investments or of a fund, and will not be reduced in connection with any writedowns or
write offs, except in the case of Impaired Value Investments. Except where the governing documents
expressly provide to the contrary, management fees will not be reduced (in whole or in part) in the case of
partial distributions or realizations or reorganizations, restructurings, roll-over investments or similar
transactions, in each case in circumstances that do not result in the return of the cost basis of a realized
investment and investments subject to substantial partial dispositions of a similar nature. Generally, to the
extent a holding company has multiple subsidiaries or assets beneath it, the management fee calculation will
be made at the holding company and the complete or partial realization, writedown or write off of an
underlying entity or asset will not necessarily result in a reduction in the management fee base unless such
underlying entity or asset level event has a cumulative effect on the value of the holding company as a whole
which would amount to a substantial partial disposition or result in an Impaired Value Investment
determination.

The funds’ governing documents set forth the full list of terms under which a fund’s management fee will
be reduced, offset or otherwise be limited, and consequently investors should expect to bear the full
specified management fee in the relevant governing documents until they are reduced in the circumstances
and on the date(s) specified therein.

The management agreements may be terminated, with or without cause, as provided by the respective
fund governing documents and management agreements. For certain funds, if a management agreement

is terminated before the end of a quarter, NGP will be entitled to the management fees earned up to the
date of termination and will repay to the applicable fund the unearned portion of such fees, computed on
the basis of the number of days elapsed.

The funds generally invest on a long-term basis. Accordingly, investment advisory and other fees are
expected to be paid, except as otherwise described in the relevant limited partnership agreement, over the
term of the relevant fund, and investors generally are not permitted to withdraw or redeem interests in the
funds.

Item 7 – Types of Clients

NGP’s clients are a series of private equity funds. These funds consist of investors that are “qualified
purchasers” or “knowledgeable employees” as defined under the Investment Company Act and primarily
include institutional investors such as endowments, foundations, pension plans, financial institutions, some
high-net-worth individuals and their investment vehicles. The funds and their investors that are subject to
performance-based compensation must be “qualified clients” for Advisers Act purposes.

There is not a formal minimum commitment amount of an investor in a fund, but, as stated above, all outside
investors are generally required to be qualified purchasers.