Phoenician Resources Fund Sponsor LLC

Item 5 – Fees and Compensation

Fees

The Adviser or its affiliates generally receive Management Fees and Carried Interest allocations
(each as defined below) or similar performance-based remuneration from a Fund. Additionally,
consistent with the Organizational Documents of the Fund, the Fund typically bears certain out-

of-pocket expenses incurred by the Fund and the Adviser in connection with the services provided
to the Fund.

The “Management Fees” are based upon the amount of called and uncalled capital commitments
of the investors in the Funds. The fees are allocated annually, payable quarterly in advance.

“Carried Interest” is paid to the manager of each Fund based upon the profits of the Fund’s realized
investments subject to a clawback by each Fund. The existence of the manager’s Carried Interest may
create an incentive for the manager to make more speculative investments on behalf of each Fund than
it would otherwise make in the absence of such Carried Interest. The potential conflict of interest
created by the manager receiving Carried Interest may be tempered somewhat by the fact that losses
will reduce the Fund’s performance and thus fees earned. The conflict is further mitigated by
restrictions outlined in each Fund’s investment guidelines and compliance policies.

Neither the Adviser nor any of its related persons or affiliates receive commission or transaction-
based compensation related to the sale of securities sold to the Funds.

Expenses

Organizational and operational expenses of each Fund are allocated to the Funds and investors as
set forth in the Organizational Documents of the respective Funds.

Allocation of Expenses

From time to time the Adviser will be required to decide whether certain fees, costs and expenses
should be borne by a Fund, on the one hand, or the Adviser on the other hand, and/or whether
certain fees, costs and expenses should be allocated between or among Funds and/or other parties.
Certain expenses may be the obligation of one particular Fund and may be borne by such Fund, or
expenses may be allocated among multiple Funds and entities. In exercising its discretion to
allocate investment opportunities and fees and expenses, the Adviser is faced with a variety of
potential conflicts of interest. Many allocation determinations may be subjective and give rise to
conflicts of interest due to the inherent biases in the process.

The Adviser will allocate fees and expenses incurred in the course of evaluating and making
investments that are consummated between Funds in accordance with each Fund’s Organizational
Documents or, to the extent not addressed in such Organizational Documents, pro rata based on the
respective total capital commitments of such Funds or in accordance with the Adviser’s policies.

The appropriate allocation between Funds and third parties of expenses and fees generated in the
course of evaluating potential investments which are not consummated, such as out-of-pocket fees
associated with due diligence, attorney fees and the fees of other professionals, will be determined
by the Adviser and its affiliates in their good faith discretion, consistent with the Organizational
Documents of the Funds and the Adviser’s policies, as applicable.

Item 7 – Types of Clients

All of the Adviser’s clients are pooled investment vehicles that are privately offered to accredited
investors and qualified purchasers. Each Fund requires a minimum investment amount by each
investor, which amount may be waived by the Adviser in its sole discretion.