Vendera Management Holdings LLC

ITEM 5: FEES, COMPENSATION AND TERMINATION OF SERVICES

Management Fees
In consideration for its services, the Adviser typically receives a management fee from each of
the Funds, generally two percent (2%) of total Capital Commitments or Capital Called, depending
on the respective limited partnership agreement. The fee percentage and/or the base upon which
the fee is calculated may vary with the size of the Fund and may also vary over the life of the
Fund, as negotiated and determined at the time the Fund is established and as set forth in its
Governing Documents. The percentage of the management fee is generally calculated based on
each Investor’s aggregate capital commitment in such Fund during the “Initial Fee Period” and
then based on the capital contributions attributable to amounts invested in portfolio investments
during the “Secondary Fee Period” as those terms are defined in the respective Fund’s Governing
Documents.

Vendera or an affiliated entity also is entitled to receive a carried interest or other performance-
based allocation from the Funds, generally at the time of an investment’s disposition and the
corresponding distribution of cash to Investors. Vendera or an affiliate may, in its sole discretion,
waive or reduce the management fee, carried interest or performance distributions paid by any
Investor, including Investors that are principals, employees, or affiliates of Vendera, or relatives
of such persons.

Management fees are generally paid quarterly in advance through operating proceeds from
portfolio investments or capital called from Investors. Carried interest is calculated quarterly and
will be allocated and paid to the General Partner of each Fund at the time distributions are made
to the Investors in the Fund. Further information about each Fund’s payment of fees to the Adviser
is contained in each Fund’s Governing Documents.

The Co-Invest Entities are not subject to management fees or carried interest but are responsible
for their own expenses pursuant to applicable Governing Documents and consistent with
disclosures below.

Expenses
Expenses are incurred and/or paid by Vendera or an affiliate in connection with managing the
Funds. In addition, expenses are incurred by the operators or oil and gas investments, including
an affiliate that acts as the operator of certain Fund properties. Vendera will attempt to allocate
all expenses fairly and equitably to the party(ies) that benefit from such expenses, consistent
with Fund Governing Documents. Oil and gas expenses incurred by the Vendera’s affiliated
operator HighMark Energy Operating, LLC (“HEO”) are allocated consistent with the Council of
Petroleum Accountants societies, Inc. (“COPAS”) accounting procedures between all working
interest owners of such properties.

Manager Expenses
Vendera is responsible for the ordinary administrative and overhead expenses of the General
Partner, the Manager or any of their Affiliates in connection with the management of the Fund,
including salaries, other compensation and costs of providing benefits, rent and the cost of office
equipment, and any fees charged by or incurred with respect to any placement agent designated
by the General Partner or the Fund or other similar fees in connection with the marketing and
sale of interests in the Fund, but not including Organizational Expenses or Operating Costs, as
described below.

Fund Expenses
The Funds are generally subject to the following expenses:

Organizational Expenses: All costs and expenses incurred in connection with the formation and
organization of, and sale of interests in, the Funds and any related Funds, as determined by the
General Partner.

Operating Costs: All costs, expenses and liabilities that in the good faith judgment of the General
Partner are incurred by or arise out of the operation and activities of the Fund, including the
expenses and liabilities otherwise incurred by the General Partner, the Manager or any of their
respective Affiliates in connection with managing the Fund, the Portfolio Investments or proposed
Portfolio Investments, including: (a) the Management Fee; (b) the fees and expenses relating to
consummated Portfolio Investments, proposed but unconsummated Portfolio Investments, and
Temporary Investments, including the evaluation, acquisition, holding and disposition thereof, to
the extent that such fees and expenses are not otherwise reimbursed by any third Person; (c)
premiums for insurance protecting the Portfolio Investments, the Partnership and any Covered
Persons from liabilities to third Persons in connection with Partnership affairs; (d) legal, custodial
and accounting expenses, including expenses associated with the preparation of the Fund's
financial statements, tax returns and Schedule K-1s and the representation of the Fund or the
Partners by the tax matters partner; (e) auditing, banking, engineering, and consulting expenses;
(I) appraisal expenses; (g) expenses related to organizing Persons through or in which Portfolio
Investments may be made; (h) expenses of the Limited Partner Advisory Committee (“Advisory
Committee”); (i) costs and expenses that are classified as extraordinary expenses under generally
accepted accounting principles; (j) taxes and other governmental charges, fees and duties
payable by the Fund; (k) Damages as defined in Fund Governing Documents; (l) costs of reporting
to the Partners and of the Annual Meeting; and (m) costs of winding up and liquidating the Fund,
but not including Organizational Expenses or Manager Expenses.

Fund operating costs include their pro rata share of expenses associated with the operations of
natural gas and oil properties acquired as prescribed under industry standard joint operating
agreements, whether such operations are conducted by HEO or an unaffiliated third-party
operator. Expenses incurred in conjunction with operating investment properties are borne by
...

ITEM 7: TYPES OF CLIENTS

Vendera provides discretionary management and advisory services directly to the Funds, which
are pooled investment vehicles exempt from registration under the Investment Company Act.
These Funds are subject to the direction and control of the General Partner of each Fund, and
not individually to the Limited Partners. Investors in the Funds may include, but are not limited to,
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 a Limited Partner is outlined in each Fund’s Governing Documents;
however, the respective General Partner maintains discretion to accept less than the minimum
investment threshold.

In addition, the Funds may enter into separate agreements, commonly referred to as “side letters”
with certain Investors. Side letters may include provisions specific to an Investor based on its
structure or requirements or may include other non-economic provisions. Pursuant to the terms
of each Fund’s Governing Documents, except as otherwise provided in the Governing Documents
and to the extent reasonably applicable to such other Investors, each Investor is allowed to select
any such provision from which it may benefit.

All Investors are 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 are required to make certain representations when investing in a Fund, including,
but not limited to that (i) it is acquiring an interest for its 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 (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 Fund Governing Documents
and subscription materials, which are furnished to each Investor.