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NGPMR
FOR IMMEDIATE RELEASE

NGP Midstream & Resources, L.P. and PTP Holdings, LLC Announce Formation of MLP Co-Investment
Opportunity Fund, L.P.

HOUSTON, TX & OVERLAND PARK, KS – OCTOBER 13, 2008
NGP Midstream & Resources, L.P. (“M&R”) and PTP Holdings, LLC (“PTP”) announce today the formation of MLP Co-Investment Opportunity Fund, L.P.

MLP Co-Investment Opportunity Fund, L.P. (the “Fund”) will focus on making equity investments in publicly traded securities issued by Master Limited Partnerships or pre-IPO entities that are expected to become publicly traded, with an emphasis on companies with operations addressing the midstream energy sector, energy infrastructure, and natural resources industries. The Fund may also make limited portfolio investments in equity securities that are not expected to be freely tradable, again within the broad energy sector. The Fund size is targeted at $750 million of equity commitments, with targeted leverage ratios to allow the Fund (when fully capitalized) to have approximately $1 billion in assets under management.

M&R and PTP will each own a fifty percent interest in the General Partner and Manager of the Fund. In addition, M&R and PTP have made capital commitments as limited partners of the
Fund and through their ownership of the general partner, which aggregate in excess of $156 million.

PTP is a newly formed entity controlled and majority-owned by Mr. David G. Dehaemers, Jr. Mr. Dehaemers has assembled a management team with extensive principal experience in
working in conjunction with and for Master Limited Partnerships. Mr. Dehaemers and the PTP management team will be responsible for the day-to-day management of the Fund, including its General Partner and Manager.

Prior to his affiliation with the Fund, Mr. Dehaemers led, as a member of senior management, successful public companies in the MLP energy sector. Those companies include Kinder
Morgan Energy Partners, L.P. and Inergy, L.P., and their respective general partners. For 12 years out of his 17 years in the energy sector he has been the CFO or Executive Vice President for Corporate Development of these MLPs. In those roles he oversaw more than $5.2 billion of acquisitions and mergers in excess of $9 billion. He is well acquainted with numerous assets in the energy midstream sector and has extensive experience acquiring, structuring and combining
energy assets. The Fund sponsors believe that such principal experience is an imperative construct for the Fund to successfully evaluate the assets, operations and strategies of Fund target
companies. Mr. Dehaemers will be responsible for directing the Fund’s strategic and investment activities and managing the Fund’s investment portfolio and day-to-day investment sourcing
efforts. Mr. Dehaemers skill set, with experience in accounting, tax, legal and merger/acquisition matters, will be applied to the selection of appropriate portfolio companies.

In discussing the rationale for forming the Fund, Mr. Dehaemers stated: “We believe that Master Limited Partnerships, as a whole, will be a focal point of a major investment cycle to be implemented in the North American energy infrastructure over the next 15 to 20 years. Enormous amounts of capital will be needed in order to fund capacity expansion projects and such need will provide significant investment opportunities for those partnerships, and their investors, that are appropriately positioned. We believe that this demand for infrastructure expansion and for capital will create compelling investment opportunities for the Fund.”

Investments to be made by the Fund will be selected and approved by Mr. Dehaemers and Mr. John T. Raymond. Mr. Raymond is a founder of, Managing Partner and Chief Executive
Officer of M&R.

In addressing M&R’s interest in participating in the Fund, Mr. Raymond said: “M&R remains committed to identifying opportunities to participate and invest in the demand for capital created by expansion of the country’s energy infrastructure. We are excited to participate with David Dehaemers and the management team that he has assembled, in order to focus investment efforts on publicly traded partnerships that are expected to play a significant role in the infrastructure
build-out process.”

Mr. Raymond added: “The expansion and development of our nation’s energy infrastructure will remain a dominant long term secular theme that will consume enormous amounts of capital in
both the public and private sectors. To this end, a vehicle that focuses on publicly traded partnerships that will play a significant role in the buildout of energy infrastructure is a logical extension of M&R’s strategic initiatives. We are pleased to form this venture with David and his management team to execute against this strategy.”

Mr. Dehaemers continued: “We are honored to partner with M&R in launching this new venture. M&R has a proven track record of success that we hope to extend and build upon. We look forward to working with M&R to implement an aggressive and disciplined investment approach for the Fund.”

NGP Midstream & Resources, a U.S.-based $1.4 billion private equity fund, invests in selected areas of the energy infrastructure and natural resources sectors. M&R targets the midstream
energy sector and all facets of the mining and minerals sectors. M&R makes equity investments of $50 to $250 million in entities with talented, experienced management teams, focused on hard
assets that are integral to existing and growing markets. M&R is affiliated with NGP Energy Capital Management, a leading U.S. capital provider to all facets of the energy sector. Since 1988, NGP Energy Capital Management has built a premier investment franchise in the North American energy sector, with a reputation as one of the most consistent and supportive financial sponsors in the industry. NGP Energy Capital Management has been a leader in structuring and negotiating transactions totaling over $20 billion.


Contact:
MLP Co-Opportunity Investment Fund can be reached at
ddehaemers@mlpinvest.com
or
(913) 928-6005, contact: David G. Dehaemers, Jr.,
President and CEO.

NGP Midstream & Resources, L.P. can be reached at jraymond@ngpmr.com
or (713) 579-5005, contact: John T. Raymond,
Managing Partner and CEO.

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