| Explanation of
Responses: |
| (1) |
Reflects the receipt
(effective as of November 15, 2020) of the holder's pro rata
portion of a paid-in-kind quarterly distribution on the issuer's
outstanding Series A Cumulative Convertible Preferred Units
("Preferred Units") in accordance with the terms and conditions of
the issuer's partnership agreement. |
| (2) |
These Preferred Units are
owned directly by Manxome Investors L.P. ("Manxome Investors"). The
Preferred Units are convertible into Common Units of the issuer
pursuant to and in accordance with the terms and conditions of the
issuer's partnership agreement, including a floating conversion
ratio based on the market price of the Common Units as of the date
of conversion. The number of Preferred Units owned by Manxome
Investors may increase from time to time to the extent
distributions on the Preferred Units are paid in kind. Ms. Williams
serves as a director of the entity manager of Manxome Investors'
general partner. Ms. Williams disclaims beneficial ownership of the
Preferred Units owned directly by Manxome Investors, except to the
extent of her pecuniary interest therein. |
| (3) |
These Common Units are owned
directly by Enterprise Products Company ("EPCO"). Ms. Williams
serves as one of three voting trustees who collectively have voting
and dispositive power over a majority of the outstanding voting
stock of EPCO. Ms. Williams disclaims beneficial ownership of the
Common Units owned directly by EPCO, except to the extent of her
pecuniary interest therein. |
| (4) |
These Common Units are owned
directly by EPCO Holdings, Inc. ("EPCO Holdings"), which is a
direct wholly owned subsidiary of EPCO. Ms. Williams disclaims
beneficial ownership of the Common Units owned directly by EPCO
Holdings, except to the extent of her pecuniary interest
therein. |
| (5) |
These Common Units are owned
directly by EPCO Investments L.P. ("EPCO Investments"). EPCO
directly owns 100% of the outstanding limited partner interests in
EPCO Investments. Ms. Williams serves as an officer and manager of
EPCO Investments GP LLC, the general partner of EPCO Investments
and an affiliate of EPCO. Ms. Williams disclaims beneficial
ownership of the Common Units owned directly by EPCO Investments,
except to the extent of her pecuniary interest therein. |
| (6) |
These Common Units are owned
directly by EPD PubCo Unit II L.P., a Delaware limited partnership
("EPD PubCo II"), established for the benefit of certain EPCO
employees who are its Class B limited partners. EPCO Holdings is
the sole Class A limited partner and EPCO is the general partner of
EPD PubCo II. The Common Units are beneficially owned by EPCO and
EPCO Holdings to the extent of the interest of EPCO Holdings in
these securities as a Class A limited partner in EPD PubCo II. Ms.
Williams disclaims beneficial ownership of these Common Units,
except to the extent of her pecuniary interest therein. |
| (7) |
Within 30 days after
February 22, 2023 (or an earlier vesting date), EPD PubCo II will
be liquidated and expects to distribute to the Class A limited
partner a total number of Common Units having a fair market value
equal to $66,348,575.18. Any remaining Common Units will be either
distributed to the Class B limited partners in kind, or sold with
the resulting proceeds distributed, pro rata relative to their
share in EPD PubCo II. The Class B limited partner interests are
subject to forfeiture. |
| (8) |
These Common Units are owned
directly by EPD 2018 Unit IV L.P., a Delaware limited partnership
("EPD IV"), established for the benefit of certain EPCO employees
who are its Class B limited partners. EPCO Holdings is the sole
Class A limited partner and EPCO is the general partner of EPD IV.
The Common Units are beneficially owned by EPCO and EPCO Holdings
to the extent of the interest of EPCO Holdings in these securities
as a Class A limited partner in EPD IV. Ms. Williams disclaims
beneficial ownership of these Common Units, except to the extent of
her pecuniary interest therein. |
| (9) |
Within 30 days after
December 3, 2023 (or an earlier vesting date), EPD IV will be
liquidated and expects to distribute to the Class A limited partner
a total number of Common Units having a fair market value equal to
$172,928,000. Any remaining Common Units will be either distributed
to the Class B limited partners in kind, or sold with the resulting
proceeds distributed, pro rata relative to their share in EPD IV.
The Class B limited partner interests are subject to
forfeiture. |
| (10) |
These Common Units are owned
directly by EPCO Unit II L.P., a Delaware limited partnership
("EPCO II"), established for the benefit of certain EPCO employees
who are its Class B limited partners. EPCO Holdings is the sole
Class A limited partner and EPCO is the general partner of EPCO II.
The Common Units are beneficially owned by EPCO and EPCO Holdings
to the extent of the interest of EPCO Holdings in these securities
as a Class A limited partner in EPCO II. Ms. Williams disclaims
beneficial ownership of these Common Units, except to the extent of
her pecuniary interest therein. |
| (11) |
Within 30 days after
December 3, 2023 (or an earlier vesting date), EPCO II will be
liquidated and expects to distribute to the Class A limited partner
a total number of Common Units having a fair market value equal to
$43,232,000. Any remaining Common Units will be either distributed
to the Class B limited partners in kind, or sold with the resulting
proceeds distributed, pro rata relative to their share in EPCO II.
The Class B limited partner interests are subject to
forfeiture. |
| (12) |
These Common Units are owned
directly by EPD PrivCo Unit I L.P., a Delaware limited partnership
("EPD PrivCo I"), established for the benefit of certain EPCO
employees who are its Class B limited partners. EPCO Holdings is
the sole Class A limited partner and EPCO is the general partner of
EPD PrivCo I. The Common Units are beneficially owned by EPCO and
EPCO Holdings to the extent of the interest of EPCO Holdings in
these securities as a Class A limited partner in EPD PrivCo I. Ms.
Williams disclaims beneficial ownership of these Common Units,
except to the extent of her pecuniary interest therein. |
| (13) |
Within 30 days after
February 22, 2023 (or an earlier vesting date), EPD PrivCo I will
be liquidated and expects to distribute to the Class A limited
partner a total number of Common Units having a fair market value
equal to $26,018,763.58. Any remaining Common Units will be either
distributed to the Class B limited partners in kind, or sold with
the resulting proceeds distributed, pro rata relative to their
share in EPD PrivCo I. The Class B limited partner interests are
subject to forfeiture. |
| (14) |
These Common Units are owned
directly by The Randa Duncan Williams 2018 Family Trust (the "RDW
Family Trust"), for which Ms. Williams serves as a director of an
entity trustee. Ms. Williams disclaims beneficial ownership of the
Common Units owned directly by the RDW Family Trust, except to the
extent of her pecuniary interest therein. |
| (15) |
These Common Units are owned
directly by The Dannine Gale Duncan 2018 Family Trust (the "DGD
Family Trust"), for which Ms. Williams serves as a director of an
entity trustee. Ms. Williams disclaims beneficial ownership of the
Common Units owned directly by the DGD Family Trust, except to the
extent of her pecuniary interest therein. |
| (16) |
These Common Units are owned
directly by The Milane Duncan Frantz 2018 Family Trust (the "MDF
Family Trust"), for which Ms. Williams serves as a director of an
entity trustee. Ms. Williams disclaims beneficial ownership of the
Common Units owned directly by the MDF Family Trust, except to the
extent of her pecuniary interest therein. |
| (17) |
These Common Units are owned
directly by The Scott D. Duncan 2003 Family Trust (the "SDD Family
Trust"), for which Ms. Williams serves as a director of an entity
trustee. Ms. Williams disclaims beneficial ownership of the Common
Units owned directly by the SDD Family Trust, except to the extent
of her pecuniary interest therein. |
| (18) |
These Common Units are owned
directly by The Randa Lynn Duncan 1990 Grantor Trust (the "RLD
Grantor Trust"), for which Ms. Williams serves as a director of an
entity trustee. Ms. Williams disclaims beneficial ownership of the
Common Units owned directly by the RLD Grantor Trust, except to the
extent of her pecuniary interest therein. |
| (19) |
These Common Units are owned
directly by The Dannine Gale Duncan 1990 Grantor Trust (the "DGD
Grantor Trust"), for which Ms. Williams serves as a director of an
entity trustee. Ms. Williams disclaims beneficial ownership of the
Common Units owned directly by the DGD Grantor Trust, except to the
extent of her pecuniary interest therein. |
| (20) |
These Common Units are owned
directly by The Milane Diane Duncan 1990 Grantor Trust (the "MDD
Grantor Trust"), for which Ms. Williams serves as a director of an
entity trustee. Ms. Williams disclaims beneficial ownership of the
Common Units owned directly by the MDD Grantor Trust, except to the
extent of her pecuniary interest therein. |
| (21) |
These Common Units are owned
directly by The Scott Daniel Duncan Irrevocable Trust (the "SDD
Irrevocable Trust"), for which Ms. Williams serves as a director of
an entity trustee. Ms. Williams disclaims beneficial ownership of
the Common Units owned directly by the SDD Irrevocable Trust,
except to the extent of her pecuniary interest therein. |
| (22) |
These Common Units are owned
directly by Alkek and Williams, Ltd. ("A&W Ltd."), an affiliate
of Ms. Williams' spouse. Ms. Williams disclaims beneficial
ownership of the Common Units owned directly by A&W Ltd.,
except to the extent of her pecuniary interest therein. |
| (23) |
These Common Units are owned
directly by Chaswil, Ltd., an affiliate of Ms. Williams' spouse.
Ms. Williams disclaims beneficial ownership of the Common Units
owned directly by Chaswil, Ltd., except to the extent of her
pecuniary interest therein. |
| (24) |
The power of attorney under
which this form was signed is on file with the
Commission. |
