On November 9, 2015, Mr. Matthew S. Ramsey, a director and member of the audit committee (the audit committee) of the board of directors of Sunoco GP LLC (the board), the general partner of Sunoco LP (the partnership), was appointed as President and Chief Operating Officer of Energy Transfer Partners, L.L.C., the general partner of Energy Transfer Partners GP, L.P., the general partner of Energy Transfer Partners, L.P. (ETP) (the appointment). As a result of the appointment, Mr. Ramsey was no longer independent for purposes of Section 10A-3 of, and Rule 10A-3 under, the Securities Exchange Act of 1934 and Section 303A.02 of the New York Stock Exchange (NYSE) Listed Company Manual. Following the appointment, Mr. Ramsey tendered his resignation from the Audit Committee on November 9, 2015.

As a result of Mr. Ramsey's resignation, the Partnership was deficient as to the requirement of Section 303A.07(a) of the NYSE Listed Company Manual that audit committees be comprised of at least three independent directors. On November 20, 2015, the board appointed James W. Bryant as a member of the Audit Committee to replace Mr. Ramsey, and to comply with the requirement of Section 303A.07(a) of the NYSE Listed Company Manual. Mr. Bryant was a member of the Board at the time of his appointment.