The Rise of MLPs and Implications for Wyoming

September 19, 2014

Please refer to Appendix – Important Disclosures and Analyst

Certification on page 43.

Ethan Bellamy

Managing Director

Robert W. Baird & Co.

(303) 270-6322

EBellamy@rwbaird.com

Agenda

• About Baird

• Broad Financial Indicators and Outlook

• Energy Macro

• MLP Specifics

• MLPs in Wyoming

• Conclusions and Advice

2

About Baird

•1919

Founded in Milwaukee

•2004

Baird becomes employee-owned

•$121 billion

Client Assets*

•$1.1 billion

2013 revenue

•2,900

Number of employees

•100+

Office locations around the world**

11

Number of consecutive years Baird

has been recognized as one of the

FORTUNE 100 Best Companies to

Work For®

*As of March 31, 2014

**Baird and its operating affiliates have offices in the United States, Europe and Asia. Robert W. Baird Ltd. is authorized and regulated in the UK by the Financial Conduct

Authority. 1Greenwich Associates U.S. Equity Investors - Small/Mid-Cap Funds, May 2014. Surveys conducted with 98 U.S. small-cap and mid-cap fund managers.

BAIRD’S

GLOBAL

FOOTPRINT Quality

• No. 1 “Most Trusted”

Research1

• No. 1 “Overall Sales

Quality”1

Commitment

• Coverage has grown 33%

since the beginning of

2009, including 170+ new

companies and the recent

addition of our Portfolio

Strategy research team

Energy

• Baird’s 5 senior analysts cover 123 total energy securities, including 43 MLPs, 23 E&Ps, 15 oilfield services, 19 clean

tech, and 23 utilities

3

Baird’s Crude Oil Supply Chain Coverage

4

“Upstream” “Midstream” “Downstream”

Katzenberg

E&P

Leben

OFS

Bellamy

MLP

Parker

Utes

Frac Sand Production

Wittmann

“E&C”

Source: American Petroleum Institute

Exhibit 1 - API Supply Chain Illustration

Baird’s Natural Gas Supply Chain Coverage

5

“Upstream” “Midstream” “Downstream”

Katzenberg

E&P

Leben

OFS Bellamy

“MLP”

Parker

Utes

Wittmann

“E&C”

Frac Sand Production

Source: American Petroleum Institute

Exhibit 2 - API Supply Chain Illustration

6

Exhibit 3 - MLP Risky Asset Dashboard (August 13, 2014)

Note: Dashboard Display based on review of daily three year observations plotted against a normal distribution curve with each color block shown above sized to represent 1 standard deviation of this normal distribution curve.

Past performance is not a guarantee of future results. Indices are unmanaged, and are not available for direct investment. Please see Appendix – Important Disclosures and Analyst Certification for index definitions.

Source: Bloomberg

Key Yields

1-Month Federal Funds Rate 10-Year Treasury Yield BAA Corporate Bond Yield S&P 500 Dividend Yield

Current Level 0.09% 2.42% 4.75% 1.96%

Monthly Chg (# Std Devs) (0.20) (0.51) (0.06) 0.84

Other Key Macro Items

1-Year Federal Funds Rate Treasury Yield Curve Steepness 10-Year Inflation Expectations US Dollar Index

Current Level 0.39% 2.00% 2.23% 81.6

Monthly Chg (# Std Devs) 0.63 (0.41) (0.21) 0.99

Liquidity and Volatility

Cost of Liquidity Treasury Bond Volatility Corporate Bond Volatility Stock Volatility

Current Level 0.21% 59.4 87.1 13.2

Description Ted Spread MOVE Index CDS Index VIX Index

Monthly Chg (# Std Devs) (0.30) 0.52 0.00 0.52

Low yields, volatility suggest caution

Neutral-to-bearish spreads

7

Spot Pricing

Henry Hub Natural Gas WTI Crude Oil Brent Crude Oil NYMEX Gasoline

Current Price $3.83 $97.41 $104.02 $2.75

Unit ($/MMbtu) ($/bbl) ($/bbl) ($/gallon)

Monthly Chg (# Std Devs) (0.67) (0.54) (0.52) (0.92)

Mt. Belvieu NGL Barrel Mt. Belvieu Ethane Mt. Belvieu Propane Conway NGL Barrel

Current Price $37.99 $0.23 $1.03 $37.82

Unit ($/bbl) ($/gallon) ($/gallon) ($/bbl)

Monthly Chg (# Std Devs) (0.52) (0.98) (0.12) (0.40)

Key MLP-Related Yields

AMZ Index Distribution Yield AMZ Spread to Treasuries AMZ Spread to Corp. Bonds AMZ Spread to S&P 500 Div Yield

Current Level 5.29% 2.87% 0.54% 3.33%

Monthly Chg (# Std Devs) 0.49 0.90 0.04 0.25

Note: Dashboard Display based on review of daily three year observations plotted against a normal distribution curve with each color block shown above sized to represent 1 standard deviation of this normal distribution curve.

Past performance may not be indicative of future performance. Please see Appendix – Important Disclosures and Analyst Certification for index definitions. AMZ Spread to Treasuries is calculated using the U.S. 10 Yr.

benchmark bond. The Alerian MLP Index is a composite of the 50 most prominent energy Master Limited Partnerships (MLPs) that provides investors with an unbiased, comprehensive benchmark for this emerging asset

class. The index, which is calculated using a float-adjusted, capitalization-weighted methodology, is disseminated real-time on a price-return basis (NYSE: AMZ).

Source: Bloomberg

Exhibit 4 - MLP Hydrocarbon and Spreads Dashboard (August 13, 2014)

Interest Rates Expected to Rise Modestly, but Remain Low

Source: Bloomberg

Exhibit 5 - Fed Funds rate vs. 10-year U.S. Treasury rates, 1997 Actuals through 2016 Estimates

0.00

1.00

2.00

3.00

4.00

5.00

6.00

7.00

8.00

0.00

1.00

2.00

3.00

4.00

5.00

6.00

7.00

01/0

1/9

7

07/0

1/9

7

01/0

1/9

8

07/0

1/9

8

01/0

1/9

9

07/0

1/9

9

01/0

1/0

0

07/0

1/0

0

01/0

1/0

1

07/0

1/0

1

01/0

1/0

2

07/0

1/0

2

01/0

1/0

3

07/0

1/0

3

01/0

1/0

4

07/0

1/0

4

01/0

1/0

5

07/0

1/0

5

01/0

1/0

6

07/0

1/0

6

01/0

1/0

7

07/0

1/0

7

01/0

1/0

8

07/0

1/0

8

01/0

1/0

9

07/0

1/0

9

01/0

1/1

0

07/0

1/1

0

01/0

1/1

1

07/0

1/1

1

01/0

1/1

2

07/0

1/1

2

01/0

1/1

3

07/0

1/1

3

01/0

1/1

4

07/0

1/1

4

01/0

1/1

5

07/0

1/1

5

01/0

1/1

6

Fe

d F

un

ds

Ra

te (

%)

10

-ye

ar

U.S

. T

rea

su

ry R

ate

Fed Funds Rate 10-year U.S. Treasury Yield

US 10-year Consensus - Mean US 10-year Consensus - High

US 10-year Consensus - low Fed Funds Consensus - Low

Fed Funds Consensus - High Fed Funds Consensus - Mean

8

Fed Funds: 0.25%

10 yr UST: 2.62%

Current Market Backdrop

Source: Bruce Bittles, Robert W. Baird Investment Strategist; 9/14/14

Current Previous Indication

CBOE 10-Day Put/Call Ratio Below 80% is bearish; Above 95% is bullish

94% 98% Neutral

CBOE 3-Day Equity Put/Call Ratio Below 53% is bearish; Above 63% is bullish

60% 64% Neutral

VIX Volatility Index Below 16 is bearish; Above 22 is bullish

13.3 12.1 Bearish

American Association of Individual Investors Twice as many bulls as bears is bearish; more bears than bulls is bullish

Bulls: Bears:

40.4% 26.6%

Bulls: Bears:

44.7% 24.0%

Bearish

Investors Intelligence (Advisory Services) 55% bulls and/or less than 18% bears is considered bearish

Bulls: Bears:

57.6% 14.1%

Bulls: Bears:

56.1% 13.3%

Neutral

National Assoc. of Active Investment Mgrs. (NAAIM) Below 30% is bullish; Above 70% is bearish

64% 83% Neutral

Ned Davis Research Crowd Sentiment Poll Extreme Optimism Extreme Optimism Bearish

Ned Davis Research Daily Trading Sentiment Composite Pessimism Fading Pessimism Fading Neutral

Exhibit 6 – Market Sentiment Indicators (September 14, 2014)

9

• Sentiment and technical indicators remain neutral to bearish

Source: INGAA, EIA Data, Robert W Baird & Co. Research.

Exhibit 7 - Net import share of U.S. liquid fuels

consumption in five cases, 1990-2040 (percent)

Exhibit 8 - Total natural gas production,

consumption, and imports, 1990-2040 (trillion cubic feet)

U.S. energy supply pushing back imports

• Crude oil is the last man standing on supply

10

0.5

1.0

1.5

2.0

2.5

3.0

3.5

4.0

4.5

5.0

Jan Feb Mar Apr May Jul Aug Sep Oct Nov Dec

Inve

nto

ry (

Tcf

)5-Yr Rolling Avg. 2013 2014 Average +1 Std Dev -1 Std Dev

Current Inventory: 2.39 Tcf 5-YearAverage: 2.83 Tcf+1 Std Dev: 3.63 Tcf-1 Std Dev: 2.03 Tcf

Gas Storage Inventories Trending Less Bullish

Source: EIA Data

Exhibit 9 - Weekly Lower 48 Natural Gas Working Underground Storage (2009-2014)

Exhibit 10 - Weekly Eastern Consuming Region Natural Gas Working Underground Storage (2009-2014)

0.0

0.5

1.0

1.5

2.0

2.5

3.0

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

Inve

nto

ry (

Tcf

)

5-Yr Rolling Avg. 2013 2014 Average +1 Std Dev -1 Std Dev

Current Inventory: 1.22 Tcf5-Year Average: 1.42 Tcf+1 Std Dev: 1.91 Tcf-1 Std Dev: 0.93 Tcf

11

320

330

340

350

360

370

380

390

400

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

Inve

nto

ry (

MM

bb

l)5-yr Rolling Avg. 2013 2014 Average +1 Std Dev -1 Std Dev

Current Inventory: 366 MMbbls5- Year Average: 358 MMbbls+1 Std Deviation: 376 MMbbls-1 Std Deviation: 340 MMbbls

100

120

140

160

180

200

220

240

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

Inve

nto

ry (

MM

bb

l)

5-Yr Rolling Avg. 2013 2014 Average +1 Std Dev -1 Std Dev

Current Inventory: 195 MMbbls5-Year Average: 178 MMbbls+1 Std Dev: 190 MMbbls-1 Std Dev: 166 MMbbls

Crude Inventories Bearish, Particularly on the USGC

Note: Data represents weekly ending stocks excluding SPR of Crude Oil. Gulf Coast stocks represent PADD 3 as reported by the EIA.

Source: EIA Data

Exhibit 11 - Weekly U.S. Crude Stocks (2009-2014)

Exhibit 12 - Weekly Gulf Coast Crude Stocks (2009-2014)

12

• Crude oil backwardation persists

Crude oil futures through time

Source: Bloomberg Data

Exhibit 13 – WTI Crude Oil Futures (Daily Observations: April 14, 2009 – Present)

13

Natural gas futures through time

Source: Bloomberg Data

Exhibit 14 – Henry Hub Natural Gas Futures (Daily Observations: April 13, 2009 – Present)

14

• Early 2014 enthusiasm after a cold winter and depleted inventories has subsided

Ethane futures through time

Source: Bloomberg Data

Exhibit 15 – Mont Belvieu Ethane Futures (Daily Observations: August 13, 2010 – Present)

15

• Ethane pricing remains abysmal, rejected and dejected

10

20

30

$8.00

$13.00

$18.00

$23.00

$28.00

$33.00

$38.00

08/1

3/14

05/1

5/14

02/1

4/14

11/1

6/13

08/1

8/13

05/2

0/13

02/1

9/13

11/2

1/12

08/2

3/12

05/2

5/12

02/2

5/12

11/2

7/11

08/2

9/11

05/3

1/11

03/0

2/11

12/0

2/10

09/0

3/10 M

t. B

elvi

eu E

than

e ($

/bb

l)

$8.00-$13.00 $13.00-$18.00 $18.00-$23.00 $23.00-$28.00 $28.00-$33.00 $33.00-$38.00

Propane futures through time

Source: Bloomberg Data

Exhibit 16 – Mont Belvieu Propane Futures (Daily Observations: August 13, 2010 – Present)

16

• Propane has stabilized after a brutal winter spot market spike that proved to be transitory

10

20

30

$30.00

$35.00

$40.00

$45.00

$50.00

$55.00

$60.00

$65.00

$70.00

08/1

3/14

05/1

5/14

02/1

4/14

11/1

6/13

08/1

8/13

05/2

0/13

02/1

9/13

11/2

1/12

08/2

3/12

05/2

5/12

02/2

5/12

11/2

7/11

08/2

9/11

05/3

1/11

03/0

2/11

12/0

2/10

09/0

3/10

Mt.

Bel

vieu

Pro

pan

e ($

/bb

l)

$30.00-$35.00 $35.00-$40.00 $40.00-$45.00 $45.00-$50.00 $50.00-$55.00 $55.00-$60.00 $60.00-$65.00 $65.00-$70.00

• Publicly traded partnerships that forego taxation at the entity level

Source: National Association of Publicly Traded Partnerships, Robert W. Baird research.

What are MLPs?

• General Partners (GPs) are responsible for

management of the partnership and generally

possess a 2% ownership stake and Limited

Partner (LP) units as well as Incentive

Distribution Rights (IDRs).

• Section 7704c of the internal revenue code

limits PTPs to certain types of qualifying

income, including typically the production and

transportation of extractive resources.

• Potentially thousands of limited partners (LPs)

provide capital through the purchase of

common units, which receive periodic cash

payments (“distributions”).

• LPs have no role in the management or

operation of the partnership.

Exhibit 17 - Sample MLP Structure

Exhibit 18 - MLPs vs. Corporations

17

Source: Robert W. Baird Research, Bloomberg, FactSet, CAGR = Compound Annual Growth Rate

Growth in MLPs has averaged 28% per year

Exhibit 19 - Enterprise Value Growth and the Number of MLPs

18

• Demand for yield instruments and resource boom drives strong growth in the number and

size of MLPs, as well as expansion into non-traditional MLP activities.

Source: Robert W. Baird Research, Bloomberg, FactSet, CAGR = Compound Annual Growth Rate. Indices are unmanaged and not available for direct investment. Past performance may not be

indicative of future results.

Exponential Growth in Client Assets and Dedicated Funds

$0

$10,000

$20,000

$30,000

$40,000

$50,000

$60,000

$70,000

1/1

/2006

5/1

/2006

9/1

/2006

1/1

/2007

5/1

/2007

9/1

/2007

1/1

/2008

5/1

/2008

9/1

/2008

1/1

/2009

5/1

/2009

9/1

/2009

1/1

/2010

5/1

/2010

9/1

/2010

1/1

/2011

5/1

/2011

9/1

/2011

1/1

/2012

5/1

/2012

9/1

/2012

1/1

/2013

5/1

/2013

9/1

/2013

1/1

/2014

Alte

rnative

Pro

ducts

Asse

ts U

nd

er M

anag

em

ent

($M

M)

Current AUM: $61.9Billion3 Year AUM CAGR: 83%

AMJ

AMLP

Exhibit 20 – Growth of MLP Wrap Products

19

Source: Enterprise Products Partners, Robert W. Baird Research, Bloomberg, FactSet, CAGR = Compound Annual Growth Rate. Indices are unmanaged and not available for direct investment.

Past performance may not be indicative of future results.

Strong Track Record of Performance

• The Alerian MLP Index (AMZ) has outperformed the S&P 500 on a total return basis three of the

last five years (tie in 2008); year-to-date the AMZ Index has outperformed the S&P 500 on a total

return basis.

Exhibit 21 - Sector Total Returns (Yearly Observations 2008-September 30, 2013)

2008 2009 2010 2011 2012 2013 YTD 5-Year CAGR 3-Year CAGR

Hedge Funds

-19.1%

MLPs

76.4%

MLPs

36.9%

Utilities

14.1%

Non-US Equity

14.5%

Clean Energy

57.9%

REIT

15.7%

MLPs

29.5%

S&P 500

16.2%

Utilities

-29.9%

E&P

60.6%

E&P

22.2%

MLPs

13.9%

S&P 500

14.2%

S&P 500

32.4%

MLPs

15.2%

S&P 500

17.9%

MLPs

15%

MLPs

-37.0%

Commodities

50.4%

Commodities

20.4%

Commodities

2.1%

REIT

12.7%

MLPs

27.6%

Utilities

7.4%

E&P

15.5%

Non-US Equity

8.2%

S&P 500

-37.0%

Clean Energy

39.7%

REIT

17.9%

S&P 500

2.1%

Hedge Funds

7.7%

E&P

25.6%

S&P 500

5.9%

Commodities

14.5%

REIT

5.4%

Commodities

-42.8%

Non-US Equity

32.5%

S&P 500

15.1%

Hedge Funds

-2.3%

MLPs

4.5%

Non-US Equity

22.8%

E&P

4.4%

Non-US Equity

12.4%

Utilities

5.0%

Non-US Equity

-43.1%

S&P 500

26.5%

Utilities

14.1%

REIT

-2.5%

Commodities

-0.2%

Hedge Funds

7.7%

Hedge Funds

0.6%

REIT

11.9%

Commodities

1.7%

E&P

-44.6%

REIT

25.1%

Hedge Funds

10.9%

E&P

-9.6%

Utilities

-3.0%

Utilities

6.5%

Non-US Equity

0.5%

Utilities

4.2%

E&P

1.5%

REIT

-48.2%

Hedge Funds

18.6%

Non-US Equity

8.2%

Non-US Equity

-11.7%

E&P

-11.5%

REIT

-1.4%

Clean Energy

-0.1%

Hedge Funds

-0.1%

Hedge Funds

-0.1%

Clean Energy

-60.9%

Utilities

14.1%

Clean Energy

-14.6%

Clean Energy

-40.2%

Clean Energy

-20.9%

Commodities

-2.9%

Commodities

-5.4%

Clean Energy

-5.0%

Clean Energy

-14.1%

20

CHQ

VLP

KMI WGP DLNG

PVG VOC LNCO MEP

BGH SDT SDR ARCX ***

MMG NDRO ROYT OCIP ***

ATN MVO CHKR WHZ WNRL 1

HPGP ENP PER CVRR PAGP 2

ATLS QELP GMLP ALDW OCIR 3

TOO OSP RNF SXE FISH 4

NSH DEP MCEP DKL USAC 5 15

MLP Constituent AHGP NMM NRGM LGP KNOP 6 16

Royalty Trust EPE ETE CMLP MEMP MPLX CVRR 7 17

MLP C-Corp. Affiliates NRGP CEP CPLP TRGP RRMS SDLP SXCP 8 18

Potential IPO (Publicly Filed S-1) HLND EROC EPB ECT LRE SMLP WPT 9 19

Management Contemplated KMR PPX XTXI DPM EXLP VNR ACMP AMID SUSP QEPM 10 20

Note: *** Denotes restricted security CNO KSL XTEX KSP BWP BBEP BKEP QRE OILT NTI PSXP 11 21

BPT NGT DOM NPL MMP MMLP USS WPZ EVEP SEP WHX RNO GSJK PDH TEP 12 22

EPR CRT TRU CRO SPH HGT NS NRP CPNO GLP RGP CQP WMZ OXF NGL ARP EMES 13 23

Sante Fe

Energy SFL KPPPRD

EEEP UAN LEV EOT APU ETP EPD ARLP NRGY MWE STON TLP CLMT NGLS WES NKA TLLP EQM NSLP 14 24

POPE BPL BCU HWY PCL TPP TNH KMP OKS FGP SGU GEL TMBZ PAA TCP APL PVR SXL DMLP HEP TGP LINE LGCY PSE PNG UAN HCLP SRLP CELP 25

1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015+

• After a lull in new issuance in 1H14, IPOs have begun to accelerate in 3Q.

Source: Robert W. Baird Research

Note: Potential IPO category includes all publicly filed S-1 registration statements (does not include potential privately filed S-1’s. Management contemplated includes list of companies, both public

and private, who have publicly stated intentions or commented on the potential opportunity to form an MLP.

Exhibit 22 - MLP Sector Historical IPOs & Backlog (Annual Observations 1985 - Present)

Growth in MLPs drives unprecedented midstream capital Inflows

71.3%

58.7%

53.3%

27.5% 26.5% 21.7% 20.7%

18.8% 17.4%

10.4% 9.6% 8.5% 5.1%

(0.4%)

Mean = 24.9%

(10.0%)

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

60.0%

70.0%

80.0%

VLP GLOP OCIP ENBL WNRL DLNG PAGP CELP MEP OCIR ARCX VNOM PBFX SRLP

90

-Day

To

tal

Re

turn

fro

m IP

O (

%Six-Month MLP IPO Performance

Source: Bloomberg.

Note: Past results are not indicative of future returns.

Exhibit 23 – Six-Month Price Return from MLP IPOs in the last Twelve Months

• SRLP, the only IPO with a negative return, is an out-of-favor coal MLP that experienced a fire in one of

its coal mines.

• Strong performance out of C-corp carve-out infrastructure MLPs

22

Source: Bloomberg Data

Production growth drives unprecedented midstream capex

Exhibit 24 - MLP Sector Capex (Yearly Observations 2010 – 2015E)

23

• Massive investment is needed to build out the infrastructure network required to support

this production growth. Investment in gathering, processing, storage, and regional

pipelines is expected to reach $7.5B per year through 2030.

EQM

QEPM

ACMP

VLP

MPLX

RRMSTEP

PSXP

ENLK

WES

ENBL

y = -0.1493x + 0.0591R² = 0.7138

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

0% 5% 10% 15% 20% 25% 30% 35%

Yie

ld (

%)

Consensus Compound Annual Grow th RateNote: Bubble size represents Market Cap

Source: Factset, R. W. Baird Estimates

Highest yielding MLPs: clear visibility and high growth

Source: FactSet, Baird Research.

Exhibit 25 – Regression-Applied Yield Valuation Approach

24

• Distribution growth, the result of successful capital deployment, drives MLP yields & valuations

MLPs Cost of Capital Advantage

Weighted Average Cost of Capital (WACC) is a firms after tax cost of all capital sources (debt, equity, preferred stock) weighted by the proportionate share of the firms capital structure. Large-cap

E&P: APA, APC, CHK, DVN, EOG, NBL, OXY, SWN; Mid-Cap E&P: BEXP, CLR, COG, CXO, FST, HK, KWK, NFX, PXD, PXP, RRC, SD, SM, UPL, XEC; Small

Cap E&P: BBG, CPE, CRK, CRZO, EXXI, GDP, GMXR, HDY, KOG, MMR, NOG, PVA, PQ, ROSE, SGY, SFY, WTI. WY Upstreams: LINE, VNR, MEMP, LGCY,

BBEP. Baird Upstream Coverage: LINE, LGCY, EVEP, BBEP, VNR, QRE, MCEP, LRE, ARP.

Source: Bloomberg Data

Exhibit 26 – Small-, Mid-, and Large-Cap E&P WACC vs. WY Upstream MLPs and Baird Upstream

Coverage WACC

25

• MLPs enjoy a structural cost of capital advantage over C-corps due to their pass-through

tax status, making them a preferred vehicle through which to make these investments.

Wyoming Oil & Gas Deal Activity (2009 – Present)

Source: IHS Herold

Announced Date Buyers Sellers Total Value (US$MM)

Proved Liquids

Reserves(

MMbbl)

Proved Gas

Reserves (Bcf)

8/19/2014 Undisclosed company(ies) WPX Energy Inc. $155 222

8/14/2014 Ultra Petroleum Corporation Royal Dutch Shell plc $1,180 2,056

5/5/2014 Memorial Production Partners LP Merit Energy Company $935 83

3/31/2014 TPG Capital LP Encana Corporation $1,800 20 1,374

12/23/2013 Vanguard Natural Resources LLC Anadarko Petroleum Corporation $581 29 672

10/9/2013 Argent Energy Trust Undisclosed private company(ies) $105 6 0

9/11/2013 Memorial Production Partners LP Undisclosed company(ies) $29 0 20

7/30/2013 Questar Corporation;Wexpro CompanyUndisclosed company(ies) $106 118

9/4/2012 Warren Resources Inc. Anadarko Petroleum Corporation $12 18

6/25/2012 Linn Energy, LLC BP plc $1,025 33 533

4/30/2012 Legacy Reserves LP Undisclosed company(ies) $17 1 1

4/25/2012 BreitBurn Energy Partners L.P. Legacy Energy Inc.;Nimin Energy Corporation$98 6

8/23/2011 Encore Energy Partners LP Undisclosed company(ies) $29 1 16

7/27/2011 BreitBurn Energy Partners L.P. Cabot Oil & Gas Corporation $285 2 219

6/28/2011 Denbury Resources Incorporated Cimarex Energy Co. $176 250

6/14/2011 BreitBurn Energy Partners L.P. Timberline Productions $57 3

2/25/2011 Linc Energy Limited Rancher Energy Corp. $20 1

2/25/2011 Northwest Natural Gas Company Encana Corporation $250 93

9/15/2010 Denbury Resources Incorporated Undisclosed company(ies) $115 185

3/15/2010 Fidelity Exploration & Production Company;MDU Resources Group, Inc.Undisclosed company(ies) $113 1 58

12/18/2009 Legacy Reserves LP SM Energy Company $130 8 4

10/28/2009 Nimin Energy Corporation Undisclosed company(ies) $27 7

Total $7,246 201 5,83826

• Over $7B in total upstream M&A over the past five years, $3.2B from upstream MLPs

Exhibit 27 – Wyoming E&P Transactions

MLPs Operating in Wyoming

Source: Bloomberg, NAPTP

Access Midstream Partners LP

AmeriGas Partners LP

Atlas Energy LP

Atlas Resource Partners LP

BreitBurn Energy Partners LP

Calumet Specialty Products Partners

Compressco Partners LP

Crestwood Equity Partners LP

Crestwood Midstream Partners LP

DCP Midstream Partners LP

Dorchester Minerals LP

Energy Transfer Equity LP

Energy Transfer Partners LP

Enterprise Products Partners LP

Exterran Partners LP

Genesis Energy LP

Holly Energy Partners LP

Kinder Morgan, Inc./ El Paso Pipeline Partners LP

Legacy Reserves LP

Linn Energy LLC/LinnCo LLC

Magellan Midstream Partners LP

Marlin Midstream Partners LP

Memorial Production Partners LP

Natural Resource Partners LP

NGL Energy Partners LP

NuStar Energy LP/NuStar GP Holdings LLC

OCI Resources LP

ONEOK Partners LP

Plains All American Pipeline LP/Plains GP Holdings LP

PVR Partners LP

QEP Resources Inc

SemGroup Corp

Spectra Energy Corp

Suburban Propane Partners

Tallgrass Energy Partners LP

TC PipeLines LP

USA Compression Partners LP

Vanguard Natural Resources LLC

Western Gas Partners LP/Western Gas Equity Partners LP

The Williams Cos. Inc./Williams Partners

27

• ~40 publicly traded MLPs operate midstream or upstream assets in Wyoming

Exhibit 28 – MLPs with interests in Wyoming

Wells Drilled in Wyoming (9/1/2013-Present)

Size of bubble represents peak oil production

Source: DI Desktop

Big Horn Basin Powder River Basin

DJ Basin

Green River Basin

28

Exhibit 29 – Map of Wyoming Wells (bubble size reflects peak oil production)

• Strong results in the Powder River Basin…

Wells Permitted in Wyoming (9/1/2013-Present)

Source: DI Desktop

Big Horn Basin Powder River Basin

DJ Basin

Green River Basin

29

• … drives increased permitting activity, particularly in Campbell, Johnson, and Converse counties

Exhibit 30 – Map of Wyoming Well Permits

Noteworthy MLP investments in Wyoming: Enterprise Products Partners (EPD)

Source: EPD 2014 Analyst Day Presentation

• $70+ billion market cap MLP

• One of the largest midstream asset footprints in

the West, including Wyoming

• Franchise gathering & processing assets in the

Green River Basin (Jonah/Pinedale) and

anchored by the Pioneer processing plant

• Jonah Gathering System – 773 miles of

gathering pipes with 2.36 Bcf/d of capacity

• Pioneer Plant - 1.35 Bcf/d of processing

capacity

• Output feeds into EPD’s Mid-America Pipeline

System (>8,000 pipeline miles of NGL

transportation capacity) and ultimately hits

markets on the Gulf Coast

30

Noteworthy MLP investments in Wyoming: Tallgrass Energy Partners (TEP)

• $2+ billion market cap MLP, with

a multi-billion backlog of assets

still held at the privately held

parent, Tallgrass Development,

including the Rockies Express

Pipeline (“REX”)

• Pony Express (“PXP”) has a

capacity of ~250,000 bpd and

originates in Guernsey and

delivers light crude through

Kansas to Cushing, Oklahoma.

• TEP recently purchased a 1/3

interest in PXP from the sponsor

for $600MM, implying $1.8B in

asset value for PXP

31

Source: Tallgrass Energy Partners (TEP)

Noteworthy Investments in Wyoming: Anadarko (APC) / Western Gas Partners (WES/WGP)

Source: Company Data

• Anadarko owns a Powder River Basin

coal-bed methane gathering system in

NE Wyoming with over 90

compression stations.

• Western Gas Partners owns and

operates the “MIGC” system, a 256-

mile FERC regulated pipeline from

Recluse to Glenrock, Wyoming.

• Western Gas Partners also operates two

cryogenic processing plants with

expandable capacity to 200MMcf/d in

Sweetwater and Carbon County, WY.

• Western Gas Partners’ Rendevous 338

mile pipeline delivers gas from the

Pinedale and Jonah fields to WES’s

Granger Processing Plant

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Noteworthy Investments in Wyoming: ONEOK, Inc. (OKE)/ONEOK Partners (OKS)

Source: ONEOK Partners

• ONEOK Partners (OKS)

purchased the Sage Creek gathering

facility in September 2013 for

$305MM and expects to make an

additional $135MM in investments

for related infrastructure.

• ONEOK’s Powder River Basin

business has over 400 miles of

gathering pipelines, 65 compressor

stations, and has over 400,000

dedicated acres.

33

Noteworthy MLP investments in Wyoming

Upstream:

• LINN Energy (LINE/LNCO) - Investing $225MM in

Jonah, $65MM in Salt Creek in conjunction with its

partnership with Devon. Completed $1.0B Jonah

acquisition from BP in 2012.

• Vanguard Natural Resources (VNR) – Entered the

Pinedale and Jonah fields in late 2013 for $581MM.

Investing ~$75-80MM in growth capex in Pinedale in

2014.

• Memorial Production Partners (MEMP) - $935MM

2Q14 Bairoil acquisition (two CO2 floods in Sweetwater

and Carbon Counties). Estimated to hold 83MMbbls of

net proved reserves (75% oil).

• Legacy Reserves (LGCY) – entered Big Horn Basin and

Wind River Basin with $125.5MM acquisition in 2010

• Breitburn Energy (BBEP) – Allocated $8MM of 2014

capital budget to drill/recomplete seven wells in

Wyoming. 33.6 MMboe of proved reserves.

Source: LINN Energy

34

Noteworthy MLP investments in Wyoming Midstream:

• Crestwood Midstream (CMLP) – Jackalope Gas

Gathering system (PRB): 311k dedicated acres from

Chesapeake (CHK), RKI Exploration (Private), and

China National Offshore Oil (CNOOC).

• Expecting 115% 2014 volume growth to

120MMcf/d.

• CMLP’s Bucking Horse processing plant to alleviate

capacity constraints (4Q14).

• Genesis Energy (GEL) – Pronghorn unit train loading

facility (Converse County) offers takeaway optionality to

Pacific NW, East and West Coasts, as well as the Gulf.

• Two 110Mbbl tanks in operation, a third under

construction.

• Western Gas Partners (WES) – Plans to invest

~$50MM of 2014 capital budget in the PRB.

• Announced expansion of the Highlight gas

processing plant from 60MM to 80MMcf/d in

2Q14.

Source: LINN Energy

35

Source: National Association of Publicly Traded Partnerships, Joint Committee on Taxation

MLP Risks Macro risks dominate

• MLPs are foremost equities and will rise or fall with the market.

• Fed policy and interest rates are of particular concern given their inarguable role as a

tailwind.

Tax Risks Low but Not Zero

• Joint Committee on Taxation (JCT) estimated the tax leakage from energy-related MLPs

to total $6.7B over five years ($1.3B annually), quintupled vs. the 2012 estimate, but

dwarfed by other tax expenditures such as the mortgage interest deduction at $380B, non-

taxed employer provided health insurance at $760B, and income deferral for controlled

foreign corporations $270B.

• Senator Chris Coons' (D-Delaware) "MLP Parity Act" introduced in 2012 seeks to expand

the MLP structure to include renewable energy sources such the generation and storage

of solar, geothermal, and hydro-power.

• MLP qualifying income boundaries currently under review by IRS

Greenhouse Gas, Fracking Regulation are Wildcards

• MLPs will be directly impacted by any deductions to hydrocarbon cost advantages and/or

supply.

• MLPs have been a net beneficiary from coal regulations (more gas than coal MLPs).

36

37 Source: Ethan Bellamy with Commander Michael Brasseur, USN, Captain of the U.S.S. Forth Worth

Exhibit 31 – Default U.S. Energy Policy: Fracking and the U.S. Navy

Geopolitical Risk

Conclusions and Advice

38

Good News

• Capital availability is not a gating factor. The Fed, bond investors and equity investors

want you to spend their money.

• MLPs are ravenous for assets - both midstream and upstream.

• Experienced, talented managers are in short supply.

***Opportunities abound***

Risks, Concerns and Grey Swans

• Hydrocarbons are oversupplied in North America; Demand elasticity<supply elasticity.

• Far from certain how the crude export market will evolve (splitters, light/heavy swaps,

FTA-only exports, unlimited exports).

• Futures tell you less than ever before - Dodd-Frank and loss of some financial

participants.

• Environmental pushback - not about science, but PR.

• Equity bull market is long in the tooth.

• Interest rates very unlikely to go anywhere but up, i.e., you will never have cheaper

financing.

• Washington political economy vs. the real economy

• Geopolitical wildcards

***Act now***

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