Waterous Energy Fund Management US LLC

Item 5. Fees and Compensation

        Waterous receives reimbursement for relative costs incurred in connection with providing advisory
services to the Canadian Adviser determined on an annual basis. The payments are calculated quarterly in
advance and generally paid to Waterous on the first day of each calendar quarter. The Funds pay the
Canadian Adviser a management fee that is described in the Governing Documents and in the advisory
agreement between the Canadian Adviser and the Funds. Detailed information regarding the costs incurred
with providing advisory services that are charged to the Funds are provided in the Governing Documents.

        For providing services to the Funds, affiliates of Waterous will be entitled to performance-based
fees over a specified hurdle rate. Performance fees generally reflect the capital appreciation of a Fund.
Detailed information regarding the performance-based fees that are charged to the Funds are provided in
the Governing Documents.

         The Funds will bear all expenses directly related to their own operations, including without
limitation, administrative expenses, third party valuation expenses, fees paid for professional advisory
services (including legal, tax and auditing services), custodian expenses, regulatory compliance costs,
duties, taxes, fees and other governmental charges, interest on and fees and expenses arising out of all
permitted borrowings, litigation expenses, all expenses relating to indemnification and insurance,

transaction costs incurred in locating, identifying and considering investment transactions, whether or not
consummated (including due diligence costs and broken deal expenses) and in acquiring, holding and
disposing of Partnership Investments (including closing costs), all expenses associated with the holding of
any annual or special meeting of all investors, liquidation expenses, all fees paid to Waterous and the
Canadian Adviser and all other reasonable third party charges and expenses.

Item 7. Types of Clients

         Waterous provides advisory services to the Canadian Adviser, an entity that provides management
and advice to its clients. Waterous provides advisory services to the Funds through a sub-advisory
relationship with the Canadian Adviser. The Funds are pooled investment vehicles exempt from registration
under the Investment Company Act of 1940 (the “Investment Company Act”). Investors in the Funds must
generally meet the definition of Qualified Purchaser as set forth in the Investment Company Act, Qualified
Client as set forth in the Advisers Act, or Accredited Investor as set forth in the Securities Act of 1933 (the
“Securities Act”). The Funds generally require a minimum initial investment of $10,000,000 however, the
General Partners may waive or reduce such initial investment minimum in their sole discretion.