SRC Management Company LP

Item 5. Fees and Compensation
Management Fees

For its services to the Funds, the Firm charges an asset management fee (the “ Management Fee ”)
that is payable to the Management Company from the Funds in advance on a quarterly basis and pro-
rated for any period that is less than a quarter. The Management Fee is allocated to the limited partners
of each Fund (other than the General Partner and its affiliates) ratably in accordance with their
respective capital commitments to such Fund.

Each Fund’s Management Fee is calculated based on the terms of its respective limited partnership
agreement. Generally, each Fund charges a Management Fee over the life of the Fund based on either
the committed or invested capital of such Fund. Management Fees are initially calculated during an
investment period and subsequently reduced upon the termination of the investment period and/or
upon the initiation of a successor Fund. Management Fees terminate upon the final distribution of a
respective Fund’s assets. With respect to SRC’s services to co-investment vehicles, the Firm may also
charge a Management Fee which will vary depending upon the particular investment, if any such fee
is charged. Generally, the Management Fee is not negotiable, provided that SRC is permitted to waive,
reduce or otherwise modify the Management Fee for any limited partner in the Fund.

Sage Road Energy I, LP. During the investment period, the Management Company receives an annual
Management Fee, payable quarterly in advance, equal to 2.0% of the aggregate capital commitments
of the limited partners (other than the General Partner and its affiliates). After the expiration or early
termination of the investment period, Management Fees received will equal 1.5% of invested capital
with respect to investments that have not been disposed of plus amounts committed for investments
pursuant to then-existing commitments, net of write-offs or permanent net write-downs.

Sage Road Energy II, LP. During the investment period, the Management Company receives an annual
Management Fee, payable quarterly in advance, equal to 2.0% of the aggregate capital commitments
of the limited partners (other than the General Partner and its affiliates). After the expiration or early
termination of the investment period, Management Fees received will equal 2.0% of invested capital
with respect to investments that have not been disposed of plus amounts committed for investments
pursuant to then-existing commitments, net of write-offs or permanent net write-downs; provided,
that, as of the date on which SRC begins receiving a Management Fee in respect of a successor Fund,
the Management Fees received will be reduced to 1.5% of invested capital.

Management Fees otherwise payable will be reduced with respect to each limited partner, but not
below zero, by (i) an amount equal to 100% of the Other Fees (as defined below) and (ii) the amount
contributed by such limited partner to pay placement fees paid or payable and any Excess
Organizational Expenses (as defined below), in each case, since the preceding payment date. All such
Other Fees will be allocated among the Funds and any co-investment vehicles on the basis of capital
committed or contributed by each to the relevant investment. In the event that after the final

Management Fee is payable there remains excess offsetable Management Fee amounts, such excess
amounts shall be distributed to the limited partners.

Performance-Based Fees and Carried Interest

Each General Partner of a respective Fund will be entitled to receive carried interest distributions with
respect to each Fund. Carried interest is a form of performance-based compensation structured as a
profits interest, as further described below in Item 6.

Additional Fees and Expenses

In addition to the Management Fee, each Fund pays or reimburses the Management Company for all
out-of-pocket costs and expenses incurred in connection with the administration of such Fund (to the
extent not reimbursed by a portfolio company), in accordance with the terms of each Fund’s limited
partnership agreement. These expenses include but are not limited to (i) organizational fees of the
Funds; (ii) all ongoing accounting, auditing, reporting, tax, legal, custodial, administrative, borrowing
expenses; (iii) costs of insurance, any taxes, fees or other governmental charges levied against the
Fund; (iv) third-party fees, costs and expenses directly related to the evaluation, making, holding and
disposition of actual or prospective portfolio investments (including broken deal costs and certain
travel costs); (v) all extraordinary expenses of the Fund (such as any indemnity or litigation expense);
and (vi) expenses of the Funds’ limited partner advisory committee and annual meetings of the
investors (as defined in the offering documents). At the Firm’s discretion, certain fees, including those
listed above, may be absorbed in part or in total by SRC.

In accordance with the terms of each Fund’s limited partnership agreement, each Fund will bear legal
and accounting fees, and other organizational expenses, including the out-of-pocket expenses of the
Management Company, as applicable, incurred in the organization and formation of the Fund, the
General Partner and any related entities (including expenses incurred in connection with the marketing
and offering of the interests in the Fund (the “ Organizational Expenses ”)) up to a specific amount.
Organizational Expenses paid or reimbursed by a Fund in excess of this specific amount, if any
(“ Excess Organizational Expenses ”), will be borne by the Management Company through a
reduction, on a dollar for dollar basis, of Management Fee installments payable by the Fund. No Fund
will be responsible for or otherwise incur any percentage of the organizational expenses of any other
of the Funds.

The Management Company may receive (i) observer fees, advisory fees, financing fees, monitoring
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Item 7. Types of Clients

SRC provides investment management services to private equity funds as disclosed in Item 4 of this
Brochure.

Except as permitted by SRC or the applicable General Partner, and in accordance with the respective
Fund’s offering documents, minimum capital commitments exist for prospective investors in the
Funds. The applicable General Partners retain the right to waive the minimum capital commitment
requirements in their sole discretion.

Prospective investors in any new Fund launched by SRC should refer to the appropriate Fund offering
documents for information regarding that Fund’s minimum required capital commitment and any
additional qualifications required for investment.