Pickering Energy Partners LP

Item 5 - Fees and Compensation

Below is a discussion of how the Adviser is compensated in connection with providing advisory and
management services to its Clients. The Adviser may enter into different fee arrangements on a Client-
by-Client basis. It is critical that all Clients, and investors in all Clients, refer to the applicable Client’s
governing documents for a complete understanding of how the Adviser and its affiliates are
compensated for advisory services.

Fund and Managed Account Clients

The following information is a summary only and is qualified in its entirety by each applicable Client’s
governing documents:

        Management Fee. For its services to its Clients, the Adviser is generally entitled to a
        management fee (the “Management Fee”), which is a percentage of a Client’s net asset value,
        contractually committed capital, or invested capital depending on the applicable strategy and/or
        Client. The Management Fee rate varies by Client or the class of Fund interest held by Fund
        investors (generally ranging between one and one quarter percent (1.25%) and two percent
        (2%)) and may be negotiable. The Management Fee is generally paid in advance on a quarterly
        basis.

        Performance-Based Fees. In addition to the Management Fee, each Client will generally pay a
        performance-based or capital appreciation-based fee based upon a percentage of the
        distributions made to each Fund investor (the “Performance Fee”). Such Performance Fee
        (including incentive allocations, incentive fees, carried interest or other amounts, as the case
        may be) may be calculated in several different ways depending on the nature of the Client’s
        strategy, any applicable lock-up periods, performance benchmarks and performance hurdles,
        and may be assessed on unrealized appreciation. Performance-based compensation can be up
        to 20% of the realized and unrealized net profits allocated to each Client’s (or investor’s)
        account for a fiscal year and payable annually in arrears or upon redemption; Performance Fees
        can also be a percentage of proceeds realized upon a liquidation event. The rate of the
        Performance Fee may vary and, in some cases, is negotiable, and may be payable more or less
        frequently depending on the Client or the arrangement. Performance Fees, depending on,
        among other things, the strategy, may be subject to preferred return hurdles, catch-up
        allocations, clawbacks and/or loss recovery provisions, sometimes referred to as a “high water
        mark.” The Performance Fee is typically paid or made (as applicable) directly to the Adviser
        by the applicable Client (or investor). To the extent that the Adviser charges Performance Fees,
        such Performance Fees will comply with the requirements of Section 205 and Rule 205-3 under
        the Advisers Act and such other provisions as are applicable, including but not limited to the
        1940 Act.

LOWER FEES FOR COMPARABLE SERVICES MAY BE AVAILABLE FROM OTHER
SOURCES.

In the case of open-ended Funds, fees are directly deducted from the capital accounts of Fund investors
or Clients. In the case of close-ended Funds, fees are neither deducted nor billed rather the Adviser may
draw down capital commitments from the investors in such Fund or may use amounts that may
otherwise be available for distribution to such investors, in order to meet the Client’s obligation to pay
the Management Fee. Management Fees will be payable by a Fund to the Adviser and the Performance

Fee will be distributed by the Fund to the Adviser or an affiliate, in each case on the terms provided for
in the applicable Fund’s governing documentation. In certain situations, the Adviser may also, in its
discretion, accrue unpaid Management Fees, without interest, and issue a capital call (or offset
distributions) in respect of such unpaid Management Fees on a later date as determined by the Adviser.

Management Fees for Managed Accounts may be directly deducted or invoiced.

With respect to a Client, and as more fully described in the Client’s governing documents, a Fund will
bear costs and expenses relating to its organization and formation, continuation, and business. Client
accounts may be subject to other third-party fees and/or expenses, which may vary based on the amount
of assets managed and the types of investments in the Client’s account. These fees may include certain
custodial fees and transaction fees. Certain Clients will incur brokerage and other transaction costs.

Additionally, with respect to certain Clients, the Adviser does maintain trading accounts and anticipates
using “soft” dollars. Please refer to Item 12, Brokerage Practices, for more information.

As stated above, the Management Fees described above are generally payable quarterly and in advance.
The Management Fee obligation of a Fund, and its investors, may only be terminated or modified as
provided by the Fund’s governing documents and the investment management agreement between the
Adviser and the Fund. The Management Fee will be calculated on an annual basis and is pro-rated for
partial periods.

As described in more detail in Item 10, an affiliate of the Adviser, PEP Advisory LLC (“PEP Advisory”)
is registered with the SEC and FINRA as a non-RIA broker-dealer engaged in a range of Investment
Banking and Capital Markets activities including Mergers & Acquisition advisory services, Public and
Private Capital raising and Placement services, as well as subscription-based Equity Research. In
connection therewith, neither the Adviser nor any of its supervised persons receive any compensation
from the sale of securities or other investment products unless sufficiently registered with the affiliated
broker-dealer.

From time to time, the Adviser may participate as an investor in primary or secondary offerings wherein
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Item 7 - Types of Clients

As described in Item 4, the Adviser provides investment advisory services to Funds, which are
investment partnerships, or similar entities, which are exempt from registration under the Investment
Company Act of 1940, a RIC, under a sub-advisory agreement, and the Managed Accounts. Also, as
described in Item 4, investors in the Funds may participate in the investments through parallel vehicles
or alternative investment vehicles in accordance with the governing documentation of the applicable
Fund. Such vehicles may also be Clients of the Adviser. Generally, each investor in each Fund must be
a “qualified purchaser” for Investment Company Act purposes and/or a “qualified client” for Advisers
Act purposes.