Riverstone Investment Group LLC

Item 5          Fees and Compensation

         The following provides a general description of the fees, compensation and expenses that
         our funds pay. Each fund’s respective limited partnership agreement or equivalent
         governing document (“governing document”) describe such fees, compensation and
         expenses in much greater detail. Investors in the funds should refer to the relevant fund’s
         governing document for an accurate description of such fund’s fees, compensation and
         expenses.

         Our firm or our affiliates typically receive compensation from our clients based on a
         percentage of assets we manage and performance-based compensation in the form of
         “carried interest” or a performance allocation.

         We assess a management fee on total and funded commitments (or in the case of Riverstone
         Energy Limited on net asset value) to our clients except certain co-investment vehicles and
         rollover funds. Currently, the fee ranges between 0.5% to 1.5% of the capital commitments
         (or net asset value) (or, depending on the current stage in the term of the applicable fund,
         total funded commitments) with respect to each of our clients.

         Our firm, or one of our affiliates, receives a carried interest or performance allocation as
         performance-based compensation from each of our clients except certain co-investment
         vehicles and rollover funds. Our carried interest currently ranges from 15% to 20%. The
         particular fees and compensation relevant to a private investment fund or other investment
         vehicle are disclosed to investors in the offering materials for the relevant fund or other
         investment vehicle.

         We or our affiliates have entered, and expect to enter, into side letters or other written
         understandings with individual investors that have the effect of establishing rights under,
         or altering or supplementing, the terms of a particular fund’s partnership agreement or other
         relevant governing documents. The altered terms sometimes include but are not limited to
         fees, incurrence of expenses, information rights, liquidity or transfer rights, specialized
         reporting, co-investment rights, excuse rights (which may increase the percentage interest

of other investors in, and contribution obligations of other investors with respect to, such
investments), notice requirements, as well as economic, procedural and other terms. Our
firm and our affiliates do not impose a uniform schedule of management fees or
performance-based compensation for all funds.

Our compensation is subject to waiver and reduction in our sole discretion. Our firm, our
affiliates and certain of our professionals have invested, and expect to invest in the future,
in investment vehicles advised by us. Our principals and personnel are not subject to
management fees or carried interest on their direct or indirect investment in our funds. If
our firm, our affiliates or our professionals are investing in an investment vehicle sponsored
by us, any actual or potential fee waiver is disclosed to potential investors in the offering
materials for the particular investment vehicle.

Asset-Based Fees

Our funds pay management fees as described below. Investors in our funds indirectly pay
the management fees by way of capital contributions to the funds according to their capital
commitments and/or their invested capital as described below. The following percentages
represent an annual rate.

•   Riverstone Global Energy and Power Fund V, L.P.

    o during the commitment period, 1.5% of the investor’s capital commitment;

    o after the commitment period, 1.0% of the investor’s funded commitment, reduced
      proportionately by the acquisition cost of investments that the client no longer holds
      and the amount of any permanent net write-downs associated with the portfolio of
      investments.

•   Riverstone Global Energy and Power Fund VI, L.P.

    o during the commitment period, 1.5% of the investor’s capital commitment;

    o after the commitment period, 1.0% of the investor’s funded commitment, reduced
      proportionately by the acquisition cost of investments that the client no longer holds
      and the amount of any permanent net write-downs associated with the portfolio of
      investments.

•   Riverstone Non-ECI Partners, L.P.

    o during the commitment period, 1.5% of the investor’s capital commitment;

    o after the commitment period, 1.0% of the investor’s funded commitment for
      investments, reduced proportionately by the acquisition cost of investments that the

       client no longer holds and the amount of any permanent net write-downs associated
       with the portfolio of investments.

•   Riverstone Credit Partners, L.P.

    o during the commitment period, 1.5% of “Capital Under Management”; “Capital
      Under Management” means the aggregate amount invested by the fund (without
      duplication, together with the outstanding principal amount of any borrowings to
      finance the purchase of investments in lieu of, in advance of or contemporaneous
      with receiving capital contributions) (other than with respect to amounts
      contributed by Riverstone and certain of its affiliates and associates (as further
      discussed in the partnership agreement)) in unrealized investments (and any entities
      formed to hold any co-investment, as permitted under the partnership agreement)
      to the extent then held by the fund at the determination date less aggregate net losses
      from permanent net write-downs as of such date.

    o after the commitment period, 1.0% of Capital Under Management.

•   Riverstone Credit Partners II, L.P.

    o during the commitment period, 1.5% of Capital Under Management (which does
      not take into account aggregate net losses from permanent net write-downs);
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Item 7          Types of Clients

         All of our clients are private equity and credit funds. Our clients rely on certain exceptions
         from the definition of “investment company” in the Investment Company Act of 1940, as
         amended (the “1940 Act”); accordingly, none of our funds is registered as an investment
         company under the 1940 Act. Investors participating in our private equity and credit funds
         generally include individuals, certain banks or thrifts institutions, sovereign wealth funds,
         pension and profit-sharing plans, trusts, estates, endowments, charitable organizations or
         other corporate or business entities (which have included, and may in the future include
         entities that are owned, directly or indirectly, by principals or other personnel of Riverstone
         or its affiliates). In some cases, private equity professionals from other firms or other
         services professionals are also investors in our funds.

         Our firm determines in its sole discretion any requirements for entering into an investment
         advisory contract with a fund or otherwise opening or maintaining an account, including
         whether a private fund is large enough to implement its desired investment program.

         Typically, the funds require minimum investment amounts ranging from $5 million to $10
         million, but such amounts have been and, in the future, will be reduced with the prior
         agreement of Riverstone, subject to applicable legal requirements.

         Fund interests are offered and sold generally to investors that are (i) “accredited investors”
         as defined under Regulation D of the Securities Act of 1933, as amended and (ii) “qualified
         clients” as defined under the Investment Advisers Act of 1940, as amended (the “Advisers
         Act”) or “qualified purchasers” or other “knowledgeable employees” of Riverstone, as
         defined under the 1940 Act.

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

         In managing our funds, we employ methods of analysis and investment strategies suitable
         for each fund’s investment objective as summarized below. More detailed descriptions of
         each fund’s investment methods of analysis and investment strategies are included in the
         fund’s offering documents and governing documents. There can be no assurance that
         Riverstone will achieve the investment objectives of a fund and loss of investment capital
         is possible.

       Investment Strategies

We employ various investment strategies, including investing in energy and power
companies as well as renewable energy companies.

Our firm, on behalf of our clients, invests in companies with a broad range of enterprise
values, as either controlling or strategic minority positions. In minority investments, we
seek on behalf of our clients to negotiate varying degrees of control over certain key areas
of corporate governance, including capital spending, external financing and major
corporate transactions, as well as controls over exits.

With respect to our buyout and growth capital funds, our clients’ investments may include
buyouts of non-core assets or operating subsidiaries of large corporations, build-up and
consolidation plays, growth capital investments, and strategic industry partnerships. With
respect to the Credit Funds, the investments will primarily be in primary and secondary
investments in the debt securities of small to mid-sized companies. We source investments
worldwide.

We vary the investment programs within the energy and power sectors according to our
clients’ needs. Among all of our buyout and growth capital fund clients we are permitted
to engage in any combination of the following:

•   investing in the energy and power sectors, such as:

    o investing in restructuring of energy and power companies,

    o investing in renewable energy companies,

    o investing in utility companies,

    o investing in agriculture and natural solutions companies, and

    o investing in oil and natural gas companies,

•   investing in equity and equity-related securities,

•   investing in debt securities, including, among others:

    o debt instruments made in connection with an investment in equity or equity-related
      securities,

    o debt investments with a view to a restructuring in which we anticipate that our client
      will receive an equity interest,

    o debt investments intended to facilitate consummation of an equity investment, and

    o debt investments that are equity-related investments,

•   investing in special purpose acquisition vehicles (each, a “SPAC”) or SPAC sponsors,
    including SPACs or SPAC sponsors for which Riverstone personnel serve as board
    members or collectively control;

•   investing in non-U.S. securities,

•   investing in emerging markets,

•   investing in small capitalization companies,

•   royalty interests or mineral production payments,

•   borrowing/leveraging, including short-term bridge loans (on an unsecured basis),

•   hedging equity, credit, currency, commodity price and/or interest rate exposure, and

    investing in or with other partnerships and entities.

Most of the above strategies involve medium to long-term investment in equity or debt
securities with some investment in swaps, commodities and property interests.

We have made, and expect to make, short-term investments on behalf of clients for cash
management purposes that may include investments in bank depository products,
commercial paper and government securities. Other investments may take the form of
privately negotiated investment instruments including unregistered equity and debt from
both foreign and domestic issuers.

The above strategies are generally applicable to the firm’s Credit Funds as well, except its
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