Pharos Capital Group LLC

Item 5 – Fees and Compensation

Below is a discussion of how Pharos is generally compensated in connection with providing
advisory services to its Clients. Please note, however, that Pharos is permitted to enter into different
fee arrangements on a Client-by-Client basis. Fee arrangements are negotiated by Pharos and its
Clients. Pharos does not currently have a set fee schedule.

The Funds
A potential investor in a Fund should carefully read and review any and all Fund organizational
and disclosure documents in their entirety before making any investment in a Fund.

Pursuant to the terms of investment advisory agreements between Pharos and the respective
general partners of Pharos Capital Partners, LP, Pharos Capital Partners II-A, LP, Pharos Capital
Partners III, LP, Pharos Capital Partners III-A, LP, Pharos Capital Partners IV, LP and Pharos
Capital Partners IV-A, LP (each a “General Partner” and, collectively, the “General Partners,” and
with Pharos, referred to collectively herein as “Pharos” unless otherwise indicated), Pharos is
entitled to receive advisory fees in return for investment advisory services provided to the Funds.
Advisory fees are paid quarterly in advance, typically within the first five business days of each
calendar quarter. With respect to the payment of advisory fees, Pharos, or the applicable General
Partner, can draw down capital commitments from the investors in the Fund, can directly deduct
the fees from the Funds or draw down on a line of credit in order to meet the obligation to pay the
management fee. The method and timing of payment will depend on the cash available in the bank
account for each respective Fund. Pharos may defer collection of advisory fees when it deems
appropriate and in the best interests of a Fund.

For Pharos Capital Partners III, LP and Pharos Capital Partners III-A, LP, which are both outside
of the investment period, each Fund pays a management fee to Pharos or its General Partner,
generally calculated as a percentage of the cost of investments, less cost of investments distributed
and written off. In the case of one Fund, the cost of investments written down further reduces the
management fee. Management fee formulas are fully described in each Fund’s offering document.

Pharos Capital Partners IV, LP and Pharos Capital Partners IV-A, LP both launched in 2021.
During the investment period, each fund pays Pharos or its General Partner a management fee,
similar to that described above and as fully described in each Fund’s offering documents. Outside
of the investment period, each Fund will pay a management fee to Pharos or its General Partner,
generally calculated as a percentage of the cost of investments and in the case of one fund, less the
cost basis of any investments written down by more than 85%.

The management fee obligation of any Fund, and its investors, can only be terminated or modified
as provided by the respective offering documents of each Fund and the investment management
agreement with Pharos. The management fee is calculated quarterly and is pro-rated for partial
periods.

In addition to the advisory fees discussed above, Pharos is entitled to certain expense
reimbursements, which are disclosed in the Funds’ respective offering documents.

Pharos might receive other fees, including funding fees, transaction fees, monitoring fees, advisory
fees, break-up fees, and other similar fees, from a Fund or its portfolio companies to the extent
permitted by contract. Pharos anticipates that, if such fees are received, such fees and any directors’
fees paid by a Fund’s portfolio companies will be applied to reduce Pharos’ management fee and/or
otherwise allocated in accordance with Fund documents. To the extent that Pharos determines it
to be in the best interests of a Fund to hold back realized investment proceeds for follow-on
investment or other purposes, additional investments made by the Fund with such proceeds will
increase the capital basis on which the management fee for the Fund is charged.

Pharos Capital Partners III, LP, Pharos Capital Partners III-A, LP, Pharos Capital Partners IV, LP,
Pharos Capital Partners IV-A, and subsequent Funds, will be charged for all fees, costs, and
expenses incurred in connection with transactions that are not consummated (“Broken Deal
Expenses”), in accordance with the applicable limited partnership agreement. In situations where
more than one Fund participates in a transaction, Broken Deal Expenses will be allocated pro rata
based on each Fund’s committed capital inclusive of leverage issued by U.S. Government
agencies, net of repayments. Co-investment opportunities (please see Item 6) are typically offered
to limited partners and other persons when a transaction has neared completion. Because co-
investors are asked to participate in a specific transaction on a case-by-case basis, in the event a
transaction is not completed, these Broken Deal Expenses will not be charged to any co-investment
vehicle. See also the Allocation of Investment Opportunities and Costs at Item 11 below.

SMA Clients
For the advisory services provided to its current SMA Client, Pharos is entitled to a management
fee calculated as a percentage of income earned by the SMA. The fee is payable quarterly in arrears
and is billed directly to the SMA. Pharos does not deduct advisory fees from SMAs.

Item 7 – Types of Clients

At the present time, Pharos primarily provides investment advice to the Funds, whose investors
are high net worth individuals, public and private pensions, banks, non-profits, fund of funds,
insurance companies and other institutions. The minimum capital commitment for an investor is
outlined in each Fund’s offering documents, although lesser amounts can be accepted at the
discretion of the Funds’ General Partners. Pharos also currently provides investment advice to
one SMA Client, a liquidating trust.

Please see Item 10 – Other Financial Industry Activities and Affiliations for further details.