Spicewood Mineral Management LLC

ITEM 5: FEES AND COMPENSATION

Management Fees & Carried Interest

SMM receives fees from the Spicewood Funds as set forth in the applicable Fund’s Governing Documents.
Generally, SMM receives a management fee (the “Management Fee”) ranging from 1.5% to 2% per annum
of the aggregate committed capital of each Limited Partner during each Fund’s investment or commitment
period or term, as applicable, and, for SMP and SMP II, the Management Fee is equal to 1.5% per annum
of invested capital of each Limited Partner after the investment or commitment period, as applicable. The
Management Fee is paid quarterly in advance.

In addition to the Management Fees, SMM or an affiliate is generally entitled to receive a carried interest
distribution (“performance incentive” or “performance-based fees”) based on a percentage of
distributions, as set forth in the Governing Documents for each Fund. Generally, all distributions go to the
Limited Partners until the Limited Partners have received 100% of their capital contributions plus a
preferred return, and thereafter SMM or an affiliate is typically entitled to receive a performance incentive
on further distributions, as detailed in each of the Fund’s Governing Documents.

Distributions are generally made quarterly based on available cash. The applicable General Partner, SMM,
SMM’s principal or their respective affiliates have the right to contract for and be paid by third parties
outside of the Funds: (i) certain service fees, closing fees or other similar fees in direct connection with
portfolio investments made by the Funds, (ii) monitoring fees, management fees, advisory fees, structuring
fees, success or other similar fees in direct connection with portfolio investments made by the Fund, or (iii)
break-up or other similar fees as a result of the failure to consummate a portfolio investment by the Fund
(referred to as “Other Fees”). Such Other Fees may be used to offset Management Fees, as determined by
the applicable General Partner, as provided for in the Governing Documents.

Certain Investors have negotiated fee reductions or other provisions as part of side letter terms and
provisions. Except as otherwise agreed, SMM is not obligated to waive or reduce Management Fees for any
other Investor when offering waivers or reductions to a particular Investor. Except as otherwise provided
for in the Governing Documents, the Limited Partners are not permitted to withdraw assets during the life
of the Funds and are therefore not eligible for reimbursement of any Management Fees.

Fund Expenses

In addition to the Management Fees and performance incentive, each Spicewood Fund is responsible for its
own organizational, investment and operating expenses (“Fund Expenses”), including third-party expenses
and expenses of SMM and its affiliates. The Spicewood Funds may pay Fund Expenses directly or
reimburse SMM or a SMM affiliate for such expenses paid or incurred on behalf of the Fund. Fund Expenses
are described more fully in the Funds’ Governing Documents but generally include the following:

    •   All organizational costs, subject to caps described in the Governing Documents;
    •   The fees, costs and expenses incurred in connection with investigating, negotiating, structuring,
        financing, acquiring, holding, managing, maintaining, selling, exchanging or otherwise disposing
        of portfolio investments, including all expenses, costs and liabilities incurred by the Fund in
        connection with the identification, structuring, negotiation, making, monitoring, sale, proposed
        sale, other disposition or valuation of portfolio investments:
            o including the applicable Fund’s pro rata portion of the cost of any warehoused investments
                 and any expenses and reasonable capital costs incurred by a prior Fund or any of its

                 affiliates in connection with the transactions under the applicable warehoused investment
                 purchase agreement;
             o including, but not limited to, legal, accounting, engineering, audit, filing fees, travel, travel
                 related expenses and other expenses (to the extent not subject to reimbursement);
    •   Fees, costs and expenses of the type described above, in connection with proposed or potential, but
        unconsummated transactions (dead deal expenses);
    •   Any extraordinary, nonrecurring acquisition fees, costs and expenses, including fees, expenses,
        costs and liabilities incurred in connection with litigation, settlements or other extraordinary events,
        director and officer liability and other insurance and indemnity expenses;
    •   All taxes, fees and other governmental charges payable by the Fund, expenses incidental to the
        transfer, servicing and accounting for the Fund’s cash and securities, including all charges of
        depositories and custodians, and all expenses incurred by the General Partner in its capacity as the
        Fund representative, or a similar role under applicable state, local or foreign tax law;
    •   Communications expenses, including, the fees and expenses associated with the preparation of the
        Fund’s reports and other information, and the distribution of same to the Limited Partners, tax
        returns and Schedules K-1, printing expenses, mailing and courier expenses, auditing expenses,
        fees and expenses of establishing bank or custodial accounts and insurance costs and expenses, in
        each case to the extent reasonably incurred by the Fund, SMM, the General Partner or their
        respective affiliates on behalf of the Fund in connection with the management, conduct and
        operation of the Fund;
    •   Brokerage and custodial expenses, appraisal fees and other investment costs actually incurred in
        connection with portfolio investments;
    •   Expenses of liquidating the Fund and its subsidiaries;
...

ITEM 7: TYPES OF CLIENTS

SMM provides discretionary investment management services to the Spicewood Funds identified in Item
4. Our clients rely on certain exclusions and exceptions from the definition of “investment company” in the
Investment Company Act. Accordingly, none of the Spicewood Funds are registered as investment
companies with the SEC.

Investors in the Spicewood Funds are generally high net worth investors, family offices, foundations and
endowments that are “accredited investors,” “qualified clients” and “qualified purchasers” (if required

pursuant to the applicable Fund’s exemption), within the meaning of the Securities Act, the Advisers Act
and the Investment Company Act, respectively.

The Spicewood Funds generally have a specified minimum investment as set forth in their Governing
Documents and Form D filings. This minimum investment is subject to discretion, and SMM or its affiliates
may permit investments of a smaller amount generally or with respect to any Investor.