TPH Asset Management LLC

Fees and Compensation

       With respect to the Funds and the PE Funds, the applicable fees and expenses are set forth in the relevant
       subscription agreement and/or other governing documents, or the Funds’ or PE Funds’ Offering
       Memorandum (including any supplements). In certain cases, the Advisor may manage a separate account
       with an investment mandate similar to a Fund or PE Fund, in which case the fees charged to such an
       account (including any performance fees) are not necessarily identical to those of the similar Fund or PE
       Fund. Fee details may be found in the applicable Fund or PE Fund limited partnership agreement or the
       separate account investment management agreement.

       TPHAM reserves the right to negotiate these fees from time to time. For the TPH Energy Equity
       Opportunities Master Fund, LP, TPH Energy Equity Opportunities Fund, LP and TPH Energy Equity
       Opportunities Offshore Fund, LP, TPHAM charges an investment management fee ranging from 1% per
       annum to .50% per annum of assets under management based upon the amount of investment (for full
       details regarding the management fee scale, please see the offering documents for the Funds). For the TPH
       Energy Infrastructure Fund LP, TPH Energy Infrastructure Offshore Fund LP, TPH Energy Infrastructure
       Master Fund LP, and the TPH Energy Infrastructure Fund Plus, LP, (the “Infrastructure Funds”) TPHAM
       charges Founder’s Class investment management fees of 1.5% per annum of assets under management to
       each Fund which will increase to 2% per annum of assets under management after the Founder’s Class is
       closed (at the discretion of the general partner). TPHAM also charges a Founder’s Class annual
       performance fee of 15% of any profits in the Infrastructure Funds which will increase to 20% of any profits
       after the Founder’s Class is closed (at the discretion of the general partner). For the TPH MLP Fund LP,
       TPHAM charges investment management fees of .75% per annum of assets under management for the
       Founder’s Class and 1% for investors after the Founder’s Class is closed (at the discretion of the general
       partner). No annual performance fee is charged for the TPH MLP Fund LP. TPHAM reserves the right to
       negotiate these fees from time to time.        For the TPH Midstream Opportunities Master Fund, LP,
       TPH Midstream Opportunities Fund, LP and TPH Midstream Opportunities Offshore Fund, LP
       (the “Midstream Funds”), TPHAM charges investment management fees of 1% per annum of assets under
       management and an annual performance fee of 10% of any profits in the Midstream Funds.

       With respect to a separately managed account, including bespoke single investor private funds, TPHAM
       will generally charge, on a monthly basis, asset-based fees at an annual rate between 1% and 2% of the
       separately managed account’s net asset value, and annual performance fees in the amount of 20% of any
       increase in the net asset value of the separately managed account as of the end of each calendar year. Fees
       are negotiated on a case-by-case basis and are billed to the client. TPHAM provides investment sub-
       advisory services to certain funds registered under the Investment Company Act of 1940, as amended
       (the “1940 Act”). Such registered funds pay fees to TPHAM that have been approved by each such fund’s
       independent trustees. Brokerage and other transaction costs are charged directly to the client’s account by
       the brokerage firm holding the account. Please see Section 12 for more information on brokerage practices.

       For the TPH Partners, L.P. fund, TPHAM charges a 2% management fee and 20% carried interest. For
       the TPH Partners II, L.P. fund, TPHAM charges a 2% management fee and a 20% carried interest.

       If a portfolio company in TPH Partners, L.P., TPH Partners II, L.P. or any other private equity fund
       managed by TPHAM engages PWPLP, TPHSI or TPHA for investment banking services, a separate fee
       relating to any such transaction would be earned by either PWPLP, TPHSI or TPHA (dependent upon
       which entity might be engaged) for any such transaction.

        The Advisor charges fixed fees for special projects or other ad hoc assignments. Any such fees are reflected
        in an investment management agreement or similar writing. Institutional separate account fees are
        determined through negotiation with each Client and are set forth in the investment management agreement
        with the Client.

Payment of Fees

        TPHAM bills the Funds for its fees. The investment management fees are billed to the Funds monthly in
        advance. The performance fee is charged annually in arrears.

        The PE Funds are subject to a management fee of 2% per annum of limited partner commitments during
        the Investment Period (as described more fully in the PE Funds PPMs) with a management fee of 2% per
        annum thereafter based on remaining invested capital. Management fees are billed semiannually. A
        carried interest of 20% exists, subject to a general partner clawback and is billed as applicable when a
        distribution is made. Each limited partner’s allocable share of transaction, directors’ and monitoring fees
        will be credited 100% against the management fee, after payment of TPHAM’s unreimbursed out-of-pocket
        expenses. For a complete description of the applicable fees and expenses for each Fund, please review the
        information set forth in the relevant subscription agreement and/or other governing documents, or the
        Funds’ or PE Funds’ Offering Memorandum (including any supplements).

Additional Fees and Expenses

        The Funds managed by TPHAM incur a variety of fund related expenses, for example: audit, legal, tax,
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Item 7       Types of Clients

As noted above, TPHAM and its affiliated entities offer investment advisory services to and manage discretionary
and non-discretionary investment accounts of institutional investors, including bespoke single investor private funds,
high net worth investors, the Funds and the PE Funds under various fee arrangements.

To help the U.S. Government fight the funding of terrorism and money laundering activities, the Advisor may seek
to obtain, verify, and record information that identifies each Client who retains the Advisor to manage its account
or to invest in a Fund managed by the Advisor. In this regard, when a Client or investor seeks to open an account,
the Advisor may request a completed Form W-8/W-9, as applicable, which includes the name, address, Tax
ID/Employer ID number (or any other registration number issued in the jurisdiction of location or
incorporation) and other reasonably required information that will allow the Advisor to identify the Client. The
Advisor may ask for more information regarding the individuals who are beneficial owners of the Client and/or
exercise control over the Client. The Advisor may ask for the names of such beneficial owners and may also ask
for address, date of birth, and other information that will allow the Advisor to identify such beneficial owners. The
Advisor may also request such other information as may be necessary to comply with applicable law. Furthermore,
the Advisor may verify any of the aforementioned information using third-party sources and may sure that
information is required by applicable law or in connection with the execution of any transaction on behalf of that
Client or investor. For certain Clients or investors, the Advisor may rely on the Clients or investors broker-dealer,
administrator, transfer agent, custodian or placement agent to obtain, verify and record the required information.