Warwick Investment Group LLC

Item 5. Fees and Compensation

Warwick receives fees from each Fund based on the agreement outlined in the Energy Funds’
Limited Partnership Agreement (each, an “LPA”) and the RE Fund’s RE Offering Documents.
The following provides a general description of the fees, compensation and expenses that each
Fund will pay. The Funds’ governing documents describe such fees, compensation and expenses
in greater detail. Investors in each Fund should refer to the governing documents for a more
detailed description of the fees, compensation and expenses. Our Firm or our affiliates typically
receive compensation from our clients based on a percentage of assets that we manage.

ENERGY FUNDS FEES, EXPENSES

Management Fee

Warwick or its affiliated general partner receive management fees from each Energy Fund that
is payable quarterly in advance. The general partner of each Energy Fund will make capital calls
of the limited partners using the fees outlined in the Fund’s governing documents.

Other Fees

The Sponsor and its affiliates may charge each Energy Fund (a) transaction fees (including,
without limitation, set-up, acquisition and commitment fees) or break-up fees in connection with
an actual or potential portfolio investment or (b) directors’ or monitoring fees in respect of a
portfolio investment. Such fees will first be used to pay unreimbursed related expenses, and,
thereafter, one hundred percent (100%) of the Energy Funds’ allocable share of any such fees
shall be applied to reduce the management fee.

All fee offsets will be allocated among the Energy Funds, any parallel investment vehicles and
any other co-investor participating in the transactions or proposed transaction that gave rise to
such fees on the basis of capital invested or proposed to be invested and in accordance with each
Energy Fund’s LPA.

From time to time, the general partner of a Energy Fund or its affiliates may enter into side letters
or other written understandings with one or more investors which provides such investors with
additional or different rights than such investors have pursuant to the Energy Fund’s governing
documents. Such investors may receive additional rights (including, but not limited to,
preferential economic terms or provisions relating to transparency) which other investors will
not receive. Our compensation is subject to waiver and reduction.

Co-Investment Opportunities

In certain circumstances, we may provide investors in each Energy Fund or third parties
(including third parties whose participation might add value to the investment in terms of
consummating, operating or exiting the investment) the opportunity to invest in certain of our
portfolio assets alongside the Energy Funds. Such co-investments will typically be required to
invest and dispose of their investment in the applicable portfolio assets at the same time and on
the same terms as the Energy Fund.

Even though these co-investors benefit from the Energy Funds’ sourcing of proposed
investments and may be offered an opportunity to, and may participate in, some consummated
investments, it is expected that the Energy Funds will bear all expenses which are incurred in
connection with proposed co-investments which are not consummated. To the extent co-
investment opportunities arise, co-investors that participate in such co-investment opportunities
will share Portfolio Investment costs, including pre-acquisition expenses and ongoing expenses
on a pro-rata basis with the funds based on capital invested, but co-investors will not pay for any
“broken deal expenses.”

Decisions regarding whether and to whom to offer co-investment opportunities are made at the
sole discretion of the Energy Fund’s general partner and may be offered to some and not to other
limited partners with allocations that may differ from their proportionate investments in the
applicable Energy Funds and may be based on a number of factors, including, without limitation,

a limited partner’s expressed interest in co-investments, the size of such limited partner’s
commitment, and the assessment of such limited partner’s ability to both fund and timely execute
such co-investment. In light of the foregoing, no limited partner should have any expectation of
receiving co-investment opportunities. To the extent that co-investment opportunities do arise,
each Energy Fund’s general partner has agreed to offer such opportunities to certain limited
partners before they are offered to non-limited partners.

Expenses
Two general categories of expenses are allocated to and among the Energy Funds and any
parallel investment vehicles. These categories are discussed below under “Organizational
Expenses” and “Operating Expenses.” A third category, “Sponsor-Related Expenses”, is
allocated to and among portfolio investments of Energy Funds and the Sponsor. Sponsor-Related
Expenses are not borne by the Energy Funds or its parallel investment vehicles.

Generally, the Energy Funds shall pay (or reimburse the general partner, the Sponsor, and their
respective affiliates and their respective employees, agents, advisors, managers, officers,
directors, members, partners or shareholders) for any and all expenses, costs and liabilities
incurred by the Energy Funds in the conduct of the business of the Energy Funds and its
subsidiaries in accordance with the provisions of the Energy Funds’ governing documents.

Organizational Expenses

Each Energy Fund will pay all expenses, costs and liabilities incurred in connection with (A) the
offering and sale of interests in the Energy Fund and interests in any parallel investment vehicle,
including placement agent costs and placement agent fees, (B) the organization of the Energy
Fund, any parallel investment vehicle, the general partner, the Sponsor and their respective
affiliates formed in connection with the Energy Fund’s business and (C) the negotiation,
execution and delivery of the Energy Fund’s LPA or other similar agreement in respect of any
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Item 7. Types of Clients

We provide discretionary investment advice solely to private investment companies exempt from
the registration requirements of the Investment Company Act of 1940, as amended. We do not
have any requirements for opening or maintaining a separate account.

            Item 8. Method of Analysis, Investment Strategies and Risk of Loss

In managing the Funds, we employ methods of analysis and investment strategies suitable for
the investment objective as summarized below. Please see more detailed descriptions of the
investment methods of analysis and investment strategies in the Funds’ offering documents and
governing documents. There can be no assurance that we will achieve each Fund’s investment
objectives and loss of investment capital is possible.

ENERGY FUND INVESTMENT STRATEGIES AND RISKS

The Sponsor’s investment objective for the Funds is the generation of capital appreciation by
investing primarily in oil and gas assets as well as in equity and equity-related securities of
companies that own or operate oil and gas assets. Employing an investment philosophy with a
view towards capital protection through downside minimization and value maximization, the
Sponsor will strive to construct a portfolio with attractive and risk-adjusted returns.

The upstream oil and gas business involves exploration and production companies ranging from
the super majors that are integrated across the upstream, midstream and downstream value chains
to small private companies operating assets in single fields. This entire range of industry
participants own assets that could be part of a Fund’s potential portfolio. The ongoing
consolidation and rationalization efforts to focus on core franchise assets by super-majors, public
and private energy companies, private equity firms and public and independent family
companies provide a number of attractive investment opportunities.

Exploration and production (“E&P”) assets and companies are inherently exposed to the prices
of oil and gas. The Sponsor intends to manage much of this exposure through commodity
hedging. The Sponsor will consider commodity price risk management for Fund investments in
which hedging strategies could protect against short-term commodity price declines and
safeguard cash flow for growth capital in investments in which that is a goal.

The Sponsor believes that the main drivers of returns in investing in these assets include geology,
reserve per well recoveries, midstream and pipeline capacity, production profiles, commodity
prices, basis differential realizations, upfront drilling and completion capital expenditures,
leverage (if used), and operating costs over the life of the wells. Operating costs for E&P assets
and companies can be driven by factors unrelated to the price of the commodities produced, so
these assets can possess significant operating and commodity price leverage, generating robust
cash flow when prices are high. Likewise, if not hedged, these assets can yield weaker results
during protracted periods of low commodity prices.

The Sponsor expects the Funds to invest in assets and companies with a broad range of enterprise
values, with most transactions between $10 thousand to $300 million in value. Investment
decisions will be reviewed at multiple levels within each Fund. Each Fund will have an
Investment Committee comprised on certain Sponsor team members, who will also review and

evaluate certain high value investments. The Funds are expected to make both controlling and
minority investments. In its minority investments, the Funds will seek to negotiate appropriate
control over certain key areas relating to corporate governance and joint operating agreements.

The Funds’ investments may include buyouts of non-core assets or operating subsidiaries of
large corporations, consolidation plays and growth capital investments. Subject to longer-term
fundamentals and exit opportunities, the anticipated holding period of the majority of the Funds’
investments is estimated to average three to seven years. The Funds will also seek to invest where
multiple exit alternatives exist.

The Sponsor strives to thoroughly diligence and investigate investment prospects focusing on a
number of factors including, but not limited to, the quality of operators, geology, engineering,
terms of joint operating and other governing legal agreements, marketing and gathering
agreements, accounting data, historical capital expenditures, projected capital expenditures,
trends in drilling design and completion, land and lease risks, historical commodity price
realizations, political, environmental and regulatory risks, exit options, absolute and risk-
adjusted returns, the prospective asset’s competitive advantages, legal and title records and lease
obligations. The Sponsor has experience in conducting due diligence and valuing assets and
aspects of transaction execution. Warwick will utilize its extensive network of relationships with
energy-focused advisors in the fields of investment banking, accounting, tax, legal, insurance
and environmental risk management.

The valuation of unrealized investments will be valued using one or more of the following
methods: (i) comparable private market acquisition valuation, (ii) discounted cash flow analysis
and (iii) comparable public market valuation. The relative weightings applied to each valuation
method reflect Warwick’s judgment as to the relative applicability of each approach to the
specific unrealized investment.

The Sponsor will strive to safeguard the cost basis of portfolio investments and will manage
commodity price exposure using financial hedges and other strategies where appropriate. The
Sponsor intends to optimize value and drive value creation by actively managing its assets,
digitizing data, working closely with operators and other non-operated partners, combining
assets from different acquisitions and closely managing operating and capital costs and drilling
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