Ridgemont Partners Management LLC

“Fees and Compensation.”

Third Party Compensation for Client Referrals
Ridgemont and related entities of Ridgemont may enter into cash compensation
arrangements with unaffiliated placement agents or other third parties for introducing
investors to a Ridgemont Fund. Any sales charge associated therewith will generally be
payable by Ridgemont and/or its related entities, either directly or through an offset of the
advisory fee payable by the relevant Ridgemont Fund to Ridgemont as disclosed in the
Governing Documents of the applicable Ridgemont Fund. The practice of bearing such fees
over time through offset provides a benefit to Ridgemont in that it generally results in
prompt payment to the relevant placement agent without requiring Ridgemont immediately
to fund such amounts, in addition to an expected tax benefit related to the deductible
payment of expenses, and investors will not receive interest or other compensation for the
time period between placement agent payment and the later date of offset of the relevant
amounts against the relevant management fees. An investor will not bear any additional
charges as a result of the introduction of an investor through a placement agent or other
unaffiliated third party, provided that investors may ultimately bear a portion of certain
transaction fees payable to placement agents in connection with the purchase or sale of
assets in respect of a Ridgemont Fund. Notwithstanding the foregoing, reasonable out-of-
pocket expense reimbursements and indemnification payments (if any) to such placement
agents or third parties will each be borne by the Ridgemont Funds and not Ridgemont.
Moreover, as described above, Ridgemont may consider referrals of investors to the
Ridgemont Funds in determining its selection of third party service providers.
Ridgemont endeavors at all times to put the interests of the Ridgemont Funds first as part of
Ridgemont’s fiduciary duty. Nevertheless, the receipt of compensation by the placement
agents creates a potential conflict of interest, and may affect the judgment of placement
agents when making referrals to Ridgemont and the Ridgemont Funds.

Item 7 - Types of Clients

Types of Clients and Investment Vehicles

Ridgemont provides advice to pooled investment vehicles, including the Ridgemont Funds.
The limited partners of the Ridgemont Funds generally include corporations, financial
institutions, endowments, foundations, trusts, estates, sovereign wealth funds, natural
persons and pension and profit-sharing plans.

In addition to Ridgemont Funds in which third party limited partners participate, Ridgemont
has organized certain Ridgemont Funds (“Affiliates Funds”) through which select current
and former executive officers, consultants and other persons with a strategic connection to
Ridgemont or certain portfolio companies co-invest with other Ridgemont Funds. The
Governing Documents of Affiliates Funds offer different terms to investors than those set
forth in the Governing Documents of the Ridgemont Funds with which such Affiliates
Funds co-invest. Prospective investors are requested to refer to the Governing Documents
of the applicable Affiliates Fund for complete details.

In connection with the formation and management of a Ridgemont Fund, Ridgemont forms
certain related entities for such Ridgemont Fund. Ridgemont and/or its affiliates are
permitted to establish certain investment vehicles (“Feeder Funds”) to address tax,
regulatory or structural issues. Each Feeder Fund, if formed, would be a limited partner of
a Ridgemont Fund (or AIV, as defined below) and interests in such Feeder Fund would be
held by the investors who elect to participate in the applicable Ridgemont Fund or AIV
through such Feeder Fund. In addition, Ridgemont is permitted to form (i) other alternative
investment vehicles or special purpose vehicles (collectively, “AIVs”) for the purpose of
facilitating certain investments by one or more Ridgemont Funds and/or investors or (ii) one
or more investment vehicles for the purpose of managing co-investments (“Co-investment
Funds”). Prospective investors are requested to refer to the Governing Documents of the
applicable Ridgemont Fund for complete details on any Feeder Fund or Co-investment Fund
established by such Ridgemont Fund and such Ridgemont Fund’s ability to make
investments through AIVs.

Minimum Investment Requirements

The Ridgemont Funds are generally offered to accredited investors and/or qualified
purchasers pursuant to Section 3(c)(1) or 3(c)(7) of the Company Act and are therefore not
required to register as investment companies under the Company Act in reliance upon
certain exemptions available to the Ridgemont Funds whose securities are not publicly
offered.

In general, the minimum investment commitment required of a limited partner to participate
in a Ridgemont Fund is generally $10,000,000; however, the general partner of each
Ridgemont Fund has discretion to increase or reduce the minimum investment commitment.
Investors are requested to refer to the Governing Documents of each Ridgemont Fund for
complete information on advisory fees and minimum investment requirements for
participation in a particular Ridgemont Fund.