Pegasus Capital Advisors LP

Item 5. Fees and Compensation

Pegasus receives compensation from fees based on a percentage of assets under management, carried
interest allocations, and has the right, under certain Governing Fund Documents, to receive certain other fees
(such other fees, “Portfolio Company Fees”) related to transactions, consulting, advisory and other similar fees
associated with investments or proposed investments or commitments made by each Fund, fees in
connection with transactions that are not completed (i.e., break-up fees) and directors’ fees (which may
include options and warrants) and/or monitoring fees from portfolio companies. In most circumstances, such
compensation is not reviewed or approved by an independent third party.

Management Fees
Pegasus receives an investment management fee (the “Management Fee”) quarterly in advance from its
Funds pursuant to the terms of the applicable Governing Fund Documents. The Management Fee is
calculated during the commitment period of the Funds on total capital commitments of the Limited Partners
and after the commitment period of the Funds on actively invested capital as of the last business day of the
prior calendar quarter. The Funds are generally charged a Management Fee (which is borne by Limited
Partners) of 1.25% to 2.00% depending upon the stage of the vehicle. Certain Investors receive preferential
rates related to the size and timing of their commitments to the Funds, such as “friends and family” of
Pegasus or its personnel, or other investors meeting certain qualification requirements based on commitment
size or participation in a Fund’s first closing. If the investment management agreement is terminated before
the end of a quarter then a pro-rata portion of the Management Fees will be returned to clients.

Management Fees are calculated and charged on a basis that generally is not tied to the Fund’s then- current
net asset value. Subject to the applicable Governing Fund Documents (including related management

agreements), from the effective date of the relevant Fund until a date specified in the Governing Fund
Documents (generally representing the earlier of the end of the Fund’s commitment period, the date on which
a successor fund closes and/or commences paying a Management Fee) (the “Stepdown Date”),
Management Fees generally will be charged based on a formula tied to the amount of the relevant Fund’s
aggregate commitments. After the Stepdown Date, unless a different formulation is contemplated in particular
Governing Fund Documents, the Management Fees generally will be charged and calculated based on a
formula tied to the amount of investment contributions made by the relevant Fund in respect of investments
that have not been realized, written down or written off in the manner contemplated in the Governing Fund
Documents.

As a result, the amount of Management Fees generally will not correspond with fluctuations in the Fund’s net
asset value, including following the investment period, and will not be reduced in connection with any write
downs, except in the case of investments permanently written down or written off, as determined in good
faith by the relevant General Partner, in each case, to the extent required under the applicable Governing
Fund Documents. Except where particular Governing Fund Documents expressly provide to the contrary,
Management Fees will not be reduced (in whole or in part) in the case of partial distributions or partial sales
of investments.

Where applicable, the management fee base for computing the post-Stepdown Date Management Fees of
a particular Fund will include capitalized transaction-specific expenses of unrealized investments. Further,
Management Fees generally will not be reimbursed or refunded under particular Governing Fund Documents
in the event of realizations, dispositions or partial write-downs that occur partway through the relevant
calculation period.

The Governing Fund Documents set forth the full list of terms under which Management Fees will be reduced,
offset or otherwise be limited, and consequently investors should expect to bear the full specified Management
Fee rate in the Governing Fund Documents until they are reduced in the circumstances and on the date(s)
specified therein.

Subject to the applicable Governing Fund Documents, Pegasus contracts with Operating Partners and
typically pays such Operating Partners a fixed fee. Such fees are allocated by Pegasus among Pegasus,
the Funds and/or the portfolio companies, as applicable, based on the work performed by such Operating
Partner. To the extent such fees are allocated to a Fund or portfolio company, Pegasus is reimbursed for
the fees it paid directly to the Operating Partner in respect of such work. In the course of the performance of
their services, Operating Partners could contract directly with a portfolio company to provide consulting
services, the fees for which generally offset the fees Pegasus is obligated to pay such Operating Partner.
Amounts paid by a Fund or portfolio company to an Operating Partner will not offset the Management Fee
otherwise payable by such Fund. Fees paid to Operating Partners from portfolio companies for providing
services may reduce the profitability or operating margins of the investment.

Carried Interest Allocations
Carried interest is a share of the net profits realized on the disposition of investments that is paid to each
Fund’s General Partner. The General Partner’s carried interest allocation is in addition to any investment that
the General Partner has in the relevant Fund. Subject to the Governing Fund Documents, to receive its 20%
carried interest allocation, Pegasus generally must first return capital contributed by the Investors, plus an
8.00% cumulative internal rate of return calculated and distributed on an investment-by-investment basis in
accordance with the specific provisions outlined in each Fund’s Governing Fund Documents.
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Item 7. Types of Clients

Pegasus provides discretionary advisory services to the Funds, as described in this brochure. Each Fund
operates as a pooled investment vehicle. Investment advice is provided directly to the Funds, subject to the
direction and control of the General Partner of each Fund and not individually to the Limited Partners.
Investors in the Funds may include, but are not limited to, pension funds, endowments, corporations, fund of
funds, family offices, trusts, charitable organizations, sovereign wealth funds, and high net worth individuals.
The Green Climate Fund, discussed below in Item 8., is the sole Investor that holds junior interests in the
two Luxembourg-domiciled Funds, and subject to different management fees and terms than other Limited
Partners. Pegasus identifies the target amount for each Fund in the relevant offering document, but it may
accept a lesser amount in its discretion.

In addition, Pegasus and/or its affiliates reserve the right to enter into side letter agreements (“Side Letters”)
with certain Investors, to waive certain terms, or allow such Investors to invest on different terms than those
specifically described in the offering documents, none of which generally will be subject to the “most favored
nation” provisions of a Governing Fund Documents. Under certain circumstances, these agreements could
create preferences or priorities for such Investors with respect to other Limited Partners (see Item 10: Methods
of Analysis, Investment Strategies and Risk of Loss — “Conflicts of Interest”).

Investors are required to meet certain suitability qualifications, such as being an “accredited investor” within
the meaning set forth in Rule 501(a) of Regulation D under the Securities Act. Also, Investors will be required
to make certain representations when investing in a Fund, including, but not limited to that (i) they are acquiring
an interest for their own account, (ii) they received or had access to all information they deem relevant to
evaluate the merits and risks of the prospective investment and (iii) they have the ability to bear the economic
risk of an investment in the Funds. Details concerning applicable Investor suitability criteria are set forth in
the respective Funds’ Governing Fund Documents, which are furnished to each Investor.