Urban Fund Management LLC

Item 5 - Fees and Compensation

Below is a discussion of how the Adviser is compensated in connection with providing advisory
services to a Fund. The Adviser provides investment advisory services to each of the Funds
pursuant to separate management agreements. The Agreements for each Fund, along with the
applicable Offering Documents, set forth in detail the fee structure relevant to each such Fund,
and may vary by Fund. The terms of the Agreements are generally established at the time of the
formation of the applicable Fund. The Adviser may enter into different fee arrangements on a
Fund-by-Fund basis.

The Adviser typically receives compensation from management fees, carried interest allocations
and certain other fees or expenses related to transactions. Investors should review all fees charged
by the Adviser to fully understand the total amount of fees to be paid by a Fund and, indirectly,
by their Investors.

Capital Commitments

Each Fund will seek capital commitments (“Commitments”) from each Investor and each Investor
agrees to make Capital Contributions to the Fund at the times and in the manner provided for in
proportion to such Investor’s Percentage Share as detailed in the Fund’s Offering Documents;
provided that in no event shall any Investor be required to pay a Capital Contribution in excess of
such Investor’s Unpaid Commitment determined at such time and in accordance with the terms of
this Agreement. The General Partner or Manager maintains a Percentage Share in its capacity as
the General Partner or Manager.

Capital Contributions called by the General Partner or Manager are used for the purposes
contemplated in the Offering Documents (including but not limited to: funding and paying
Organization Costs, Management Fees and Operating Costs). After the expiration of the Call
Period, Capital Contributions cannot be called by the General Partner or Manager (and the
Investors shall have no obligation to make Capital Contributions to the Fund) to fund Investments
unless otherwise detailed in the Fund’s Offering Documents. Certain circumstances, as allowed,
may result in the General Partner or Manager calling for Unpaid Commitments from time to time
for a period of one year following the termination of the Call Period to complete Investment
acquisitions with respect to which a written commitment has been made prior to the expiration of
the Call Period; and provided further that the parties recognize that the General Partner or Manager
may continue to call Capital Contributions for other Fund purposes after the expiration of the
Call Period to the extent necessary to cover expenses, liabilities and obligations of the Fund,
including Management Fees and Operating Costs.

Management Fees

Certain Funds may pay their General Partner an annual management fee (the “Management Fee”)
of between one percent (1.0%) to one and three quarters percent (1.75%) of assets under
management, which is based on either net book value or unpaid commitments and invested capital.
Said management fees are paid quarterly in advance. The UOG ABS Issuer I, LLC fund pays the
Manager a monthly administration fee (“Administration Fee") of $25,000.

Item 7 - Types of Clients

As mentioned in Item 4, the Adviser provides investment supervisory services on a discretionary
basis to pooled investment vehicles investing in transactions involving oil and gas assets, exempt
from registration under the Investment Company Act, subject to the direction and control of the
General Partner or Manager of each Fund, and not individually to the Investors.

Investors in the Funds may include, but are not limited to, pension plans, endowments,
foundations, pooled investment vehicles (e.g., funds-of-funds), trusts, estates or charitable
organizations, high net worth individuals, and corporate or business entities. The minimum
commitment for an Investor is outlined in the Offering Documents; however, the Adviser
maintains discretion to accept less than the minimum investment threshold.

Generally, there is no stated minimum for Commitments to a Fund. Each Fund’s General Partner
or Manager has the sole discretion to accept Commitments that it deems to be in the best interests
of the Fund.

Investors will be required to meet certain suitability qualifications, such as being an “accredited
investor” within the meaning set forth in Rule 501(a) of Regulation D under the Securities Act.
Also, Investors will be required to make certain representations when investing in a Fund, including,
but not limited to that (i) it is acquiring an interest for their own account, (ii) it received or had
access to all information it deemed relevant to evaluate the merits and risks of the prospective
investment and that (iii) it has the ability to bear the economic risk of an investment in the Fund.
Details concerning applicable Investor suitability criteria are set forth in the respective Offering
Documents and subscription materials, which are furnished to each Investor.