Pamlico Capital: investment adviser

As more fully described below, we also permit certain investors and third parties to co-invest alongside a Fund directly into a portfolio company or its holding or operating company. Each Fund is controlled by a general partner (a “General Partner”) which has the authority to make investment decisions on behalf of the Funds. Pursuant to SEC guidance, the General Partners are deemed registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), pursuant to Pamlico Capital’s registration. The applicable General Partner of each Fund retains investment discretion and investors in the Funds do not participate in the control or management of the Funds. For purposes of this brochure, references to Pamlico Capital, Pamlico or the Firm include (where the context permits) the affiliated General Partners of the Funds and other affiliates that provide advisory services to and/or receive advisory fees from the Funds. The Funds’ primary investment focus is control and significant minority investments in lower middle market companies, with a particular focus in five sectors: communications, healthcare IT, information services, software and technology-enabled services. The advisory services we provide to the Funds include identifying and screening potential investments, determining strategies for the management and disposition of investments, executing acquisitions and dispositions of investments, monitoring the performance of portfolio companies, and managing investor relations and reporting. Pamlico Capital tailors its investment advice to each of its clients. In the case of the Funds, which are currently our only clients, our services are tailored to each Fund’s investment strategy and to certain investment limitations, all of which are set forth in the governing and offering documents provided to and negotiated with investors in each Fund. As of December 31, 2025, Pamlico Capital managed $5,299,384,975 of regulatory assets under management, all on a discretionary basis. This figure includes Pamlico’s two newest funds, Pamlico Capital VI, L.P., which was fully closed in March 2025, with $1,750,000,000 of commitments and Pamlico Capital VI Executive Fund, L.P., a parallel fund with $19,400,000 of commitments. Pamlico Capital does not manage any client assets on a non-discretionary basis. Pamlico Capital does not participate in wrap fee programs.

The management fee percentage varies from one Fund to the next, or at different times over the term of a Fund, but is generally 2.0% per annum or less. Management fees paid by the Pamlico Funds are offset by, as applicable and subject to a Fund’s governing documents: (i) the amount of fees paid by a Fund to entities or persons acting as a placement agent in connection with the offer and sale of interests in such Fund; (ii) costs incurred by Pamlico Capital in connection with the organization of a Fund that exceed a limit as specified in such Fund’s governing documents; and (iii) a portion of certain fees paid to Pamlico Capital with respect to investments made or proposed to be made by the relevant Fund, if applicable. All management fees were negotiated with investors during the fundraising period of the applicable Fund and are not intended to be subject to negotiation thereafter. Investors participating in a subsequent closing after the initial closing of a Fund are responsible for paying the management fee as of the date of the initial closing of such Fund, plus interest, as applicable. Where management fees are charged in advance based on invested capital, Fund governing documents generally do not provide for the reimbursement or refund of management fees in the event of realizations, dispositions, or write-downs or write-offs occurring mid–calculation period. In addition, management fees are payable during term extensions unless otherwise agreed with or notified to investors. The General Partners are permitted, in their sole discretion, to reduce, defer, or waive all or a portion of the management fee. Management fees can differ from one Fund to another as well as among investors in the same Fund. Such differences can arise from the size or type of an investor’s commitment to a Fund, provisions of side letter agreements, or other negotiated terms. Management fees are waived for the General Partner, although such General Partner generally pays its pro rata share of certain Fund expenses. Management fees are also waived for investors participating in an Executive Fund, who similarly pay their pro rata share of certain Fund expenses.

We bill each Fund for the management fees it owes quarterly in advance, and we cause each Fund to pay these fees by issuing capital calls to the Fund’s investors or by using cash otherwise available to the Fund, usually from investment realizations/distributions or from credit facilities maintained by the Fund. The only circumstance under which we would return prepaid management fees to a Fund is upon the removal of the Fund’s General Partner and the termination of our engagement as investment adviser, in which case we would return the unearned portion of the quarterly prepaid management fee to the Fund. Each Fund’s General Partner is entitled to receive payment of performance-based fees, or “carried interest,” as discussed further in Item 6. Pamlico will pay all of its own ordinary overhead and administrative costs and expenses, including salaries, benefits and other compensation costs, if any, of its partners and employees (excluding salaries, benefits and other compensation costs of any member of the Pamlico Operations Group). Pamlico will also pay any retainer fees or similar base compensation paid to members of the Advisory Board and other operating professionals (other than members of the Pamlico Operations Group) who are retained on an advisory basis for the Firm. Pamlico also bears the cost of firmrelated compliance matters such as retaining consultants and/or bearing fees related to cybersecurity, regulatory exams and corresponding conferences that expand the general knowledge of our employees. Each Pamlico Fund, consistent with its governing documents, pays or reimburses the Fund’s General Partner or its affiliates for all ordinary and extraordinary expenses, liabilities and obligations directly or indirectly arising out of, relating to or attributable to the Fund’s (and/or its direct or indirect subsidiaries’ or other holding companies’) activities, business, portfolio companies or actual or potential investments (to the extent not borne or reimbursed by a portfolio company or potential portfolio company), including all fees, costs, expenses, liabilities and obligations relating or attributable to: (i) management fees; (ii) out-of-pocket expenses incurred in connection with the organizing, structuring, sourcing, developing, investigating, evaluating, negotiating, financing, refinancing, acquiring, bidding on, managing, monitoring, operating, holding, restructuring, trading, taking public or private, valuing, winding up, liquidating, selling or otherwise disposing of, as applicable, the Fund’s portfolio companies and the Fund’s actual and potential investments (whether or not consummated), including travel (including airfare, ride sharing transportation services, and other modes of transportation, lodging and meals), software, expenses of Advisory Board members, members of the Pamlico Operations Group and other operating professionals, the cost of industry research and market data (including third-party software or technologies used in connection with such diligence, research and other similar investment-related activities), and the cost of attending industry and other conferences; (iii) all legal, accounting, consulting, auditing, valuation (including third-party valuations, fairness opinions, appraisals or pricing services), buy-side investment banking, financing and other expenses of third parties retained by or on behalf of the Fund or in connection with the business of the Fund or its portfolio companies (including search firms engaged to help locate or hire

portfolio company officers, employees and board members, and including consulting or similar fees paid to members of the Advisory Board, members of the Pamlico Operations Group and other operating professionals for specific engagements); (iv) recordkeeping, preparation, distribution or filing of financial statements or other reports, tax returns, tax estimates, Schedule K-1s, K-2s and K-3s, or other similar forms or other communications with limited partners (including with respect to information requests and conforming to investor-requested reporting templates), any other administrative, compliance or regulatory filings or reports or other information and reporting filings and other ongoing compliance requirements, including fees and expenses of any third-party service providers and professionals related to the foregoing; (v) developing, licensing, implementing, maintaining or upgrading any web portal, extranet tools, computer software (including accounting, investor reporting, ledger systems, financial management and cyber security) or other administrative or reporting tools (including subscription-based services) for the benefit of the Fund or the limited partners; (vi) expenses relating to developing and maintaining artificial intelligence tools and systems, including machine learning technology and generative artificial intelligence (collectively, “AI Technologies”) for the benefit of a Fund, including, but not limited to, costs of diligencing, engaging, monitoring and utilizing professional service providers, subscriptions and related software and hardware, server infrastructure and hosting, and the expenses, fees, charges and/or related costs incurred, charged or specifically attributed or allocated (based on methodologies determined by Pamlico) to the Fund for Pamlico’s internally generated AI Technologies; (vii) custody fees, brokerage commissions, registration fees, and other similar fees and expenses (including any depositary appointed, any filings, reports and other ongoing compliance requirements pursuant to the Alternative Investment Fund Managers Directive (“AIFMD”) or the United Kingdom Alternative Investment Fund Managers Regulations 2013, as amended, including by the European Union (Withdrawal) Act 2018 and the Alternative Investment Fund Managers (Amendment etc.) (EU Exit) Regulations 2019 (the “AIFM Law”), and any Swiss representative or paying agent appointed pursuant to the Swiss Collective Investment Schemes Act dated June 23, 2006 (as amended) and the implementation thereof (the “CISA”) and the Swiss Financial Services Act 2018 (the “FinSA”), including any law, rule or regulation relating to the implementation thereof); (viii) financing, commitment, origination and similar activities, principal, interest on, and fees and expenses arising out of, all Fund borrowings and credit facilities (including any credit facility, letter of credit, similar credit support or other form of leverage) or evaluating, negotiating or seeking to put into place thereof; (ix) all costs associated with holding any meetings of the limited partners, the advisory committee or the Advisory Board, holding any other conference, meeting or webcast or other video conference with any limited partner(s), and hosting or attending executive summits (which may include travel and related expenses for meetings of the advisory committee and for speakers and certain others invited to attend or participate in meetings of the limited partners or executive summits, and regardless of whether persons other than Fund investors attend such meetings or similar events); (x) other expenses of the advisory committee or the Advisory Board, including any independent legal counsel, accountants or other consultants retained by them in accordance with the Fund’s

governing documents; (xi) salaries, benefits and other compensation costs of any member of the Pamlico Operations Group and fees and other costs (which may include the reimbursement of retainers previously paid, or credits against guaranteed fees to be paid, by the General Partner or Pamlico) associated with services provided by operating professionals sourced by the General Partner or Pamlico (including potentially members of the Advisory Board and members of the Pamlico Operations Group) to portfolio companies, provided that the fees of such persons are comparable to fees that would otherwise be paid to other third parties for such services; (xii) indemnification (including any fees, costs and expenses incurred in connection with indemnifying any partner or other person pursuant to the Fund’s governing documents and advancing fees, costs and expenses incurred by any such person in defense or settlement of any claim that may be subject to a right of indemnification pursuant to the Fund’s governing documents), except as otherwise set forth in the Fund’s governing documents; (xiii) actual, threatened or otherwise anticipated litigation, mediation, arbitration or other dispute resolution process, including the costs of discovery related thereto and any judgment, other award or settlement entered into in connection therewith; (xiv) any litigation or governmental inquiry, investigation or proceeding involving the Fund, including any costs of discovery related thereto an the amount of any judgments, settlements or fines paid in connection therewith, except as set forth in the Fund’s governing documents; (xv) insurance premiums and related costs incurred in connection with the business of the Fund and its portfolio companies (including insurance covering the General Partner, Pamlico and their personnel and any other person acting on behalf of the Fund or any portfolio company, which coverage may be broader than the Fund’s indemnification obligations), including costs and expenses related to any retention or deductibles and broker costs and commissions and any consultants or other advisors utilized in the procurement, review, maintenance and analysis of insurance; (xvi) costs and expenses incurred in connection with waivers, consents or approvals sought under the Fund’s governing documents or in connection with amendments, modifications, revisions or restatements thereof; (xvii) all expenses incurred in connection with the establishment, maintenance and use of alternative investment vehicles; (xviii) any activities with respect to protecting the confidential or non-public nature of any information or data; (xix) compliance with any agreements or arrangements related to the Fund (including compliance with any side letter or similar agreement and expenses incurred in connection with the most-favored nations process as well as the costs and expenses of any service providers retained in connection therewith and with respect to preparing materials to facilitate the ongoing compliance with such agreements, arrangements and letters, including operating manuals, investor trackers and other related documentation); (xx) compliance with any law, rule, regulation, policy, directive or special measure related to the Fund including regulatory expenses (including in relation to anti-money laundering, privacy, data protection, know-your-customer, money laundering, sanctions or antiterrorism considerations) and any costs related to compliance with any environmental, social or governance or other investment considerations and policies applicable to the Fund; (xxi) all fees and expenses relating to compliance with tax, securities law or other legal or regulatory requirements applicable to the Fund or its investors (including preparation and filing of Form PF

and registration or other compliance obligations related to, or arising as a result of, the offering and sale of interests in the Fund in any jurisdiction, including any such obligations arising under AIFMD, the AIFM Law or the securities law of any jurisdiction, or from managing compliance with FATCA or similar regimes); (xxii) defaults by limited partners in the payment of any capital contributions; (xxiii) costs associated with transfers of interests in the Fund, to the extent not borne by the transferor or transferee of such interests; (xxiv) the termination, liquidation, winding up, structuring, restructuring or dissolution of the Fund and any persons owned directly or indirectly by the Fund (including portfolio companies) and related entities; and (xxv) all other out-of-pocket expenses relating to the Fund and the portfolio companies or that are otherwise authorized to be incurred under the Fund’s governing documents. The offering documents for each Pamlico Fund contain additional details about the expenses that may be borne by the Fund and should be reviewed carefully by prospective investors. Neither Pamlico Capital nor any of its supervised persons accepts compensation for the sale of securities or other investment products. In addition to management fees and carried interest, on occasion Pamlico, a General Partner or their affiliates receive director’s, consulting, monitoring, investment banking, break-up, success and other fees in connection with investments made or proposed to be made by a Fund (collectively, “other fees”), as further described in the Fund’s governing documents. Regarding Pamlico Funds that bear management fees, all, or a portion, of any such other fees offsets the management fee otherwise payable by the Fund that holds or was proposing to make an investment in the relevant portfolio company (in each case net of unreimbursed expenses incurred by the General Partner, Pamlico, and any of their affiliates). With respect to investments or prospective investments by any Pamlico Fund or other investment vehicles that do not bear management fees, the Firm is generally entitled to retain any such other fees earned which are in excess of certain expenses paid by Pamlico Capital on behalf of such Fund or vehicle. To the extent a General Partner, Pamlico or any of their affiliates receive offset fees in connection with an investment made by a Fund alongside one or more investment vehicles managed by a General Partner, Pamlico or any of their affiliates, or other investment vehicles, the General Partner may reasonably determine that only that portion of such other fees as is attributable and allocable to the amount of a Fund’s investment will offset the Fund’s management fee. Offset fees do not include (i) any fees paid to members of the Advisory Board or other operating professionals, even where such fees reduce retainer fees or similar base compensation payable to them by the General Partner or Pamlico, and (ii) any fees paid to the General Partner, Pamlico or any of their affiliates by one or more portfolio companies in respect of services provided by Pamlico Operations Group directly to such portfolio companies in connection with their operations. Fees, costs and expenses allocated to a portfolio company at the time of investment or otherwise included in the acquisition cost (collectively, “capitalized costs”) are capitalized into the amount of invested capital with respect to such portfolio company. Accordingly, where a Fund’s management fee base is based on invested capital, such base will include the value of such capitalized costs, including those paid to third-party service providers. This would increase the

amount of management fees paid to Pamlico and accordingly Pamlico is subject to conflicts of interest to extent it has any discretion with respect to capitalized amounts. For additional information regarding brokerage practices, please see Item 12.

Similar to management fees, the relevant General Partner is entitled to agree to lower carried interest with certain Funds and/or investors in the Funds. We do not currently manage Funds that are charged a performance fee alongside other Funds that are not. A potential conflict of interest that does arise from our charging performance-based fees is that it may create an incentive for Pamlico Capital to cause the Pamlico Funds to engage in riskier investment behavior due to the higher return potential. See also Item 11 below regarding allocation of investment opportunities.

We will generally pursue all appropriate investment opportunities through the Fund vehicles (including any alternative investment vehicle, parallel vehicle or special purpose vehicle with respect to a Fund). Pamlico typically creates one or more executive co-investment funds through which executives and other persons with whom Pamlico has or desires to have strategic relationships are permitted to co-invest with a Fund in its portfolio companies on a pro rata basis, subject to certain limitations as provided in a Fund’s governing documents.

We invest with the expectation of a long-term hold and an idea of how we will exit each investment. We approach each new investment with an extensive underwriting process that includes a fundamental analysis of a target investment’s position and prospects. This analysis typically includes the following: the development of financial projections and models to document potential growth plans; analysis of the portfolio company’s market and its competitive position in that market; meetings with portfolio company management; customer reference and other background checks; industry analysis and research; regulatory and environmental analysis/research; and financial accounting and tax due diligence. All information collected on a contemplated portfolio company is summarized and presented to the investment committee for the relevant Pamlico Fund, which makes all final investment decisions. Currently, the investment committee for each Pamlico Fund consists of five to eight senior investment partners of the firm. Despite our extensive due diligence procedures, investing in private equity securities and investments in a Fund involve a risk of loss that investors should be prepared to bear, up to and including the entire amount of the client’s investment (or an investor’s investment in a Fund). There are also other risks that are inherent in private equity investing and that investors are made aware of prior to investing into a particular Pamlico Fund. Such risks include, but are not necessarily limited to, the following. The risk factors and risk of loss described herein should not be considered to be an exhaustive list of all the risks which Funds or investors in a Fund should consider. Investors should carefully review the applicable offering or organizational documents for additional information on risk factors and risk of loss. Highly Competitive Market for Investments – The business of identifying, structuring and completing transactions of the nature contemplated by a Fund is highly competitive and involves a high degree of uncertainty, especially with respect to timing. Funds compete for investments with other private equity investment vehicles as well as strategic buyers and other institutional investors. The availability of attractive investment opportunities generally will be subject to market conditions as well as the prevailing regulatory and political climates. The size and number of private equity investment vehicles has grown dramatically, and it is likely that these trends will continue in the future. Some of these competitors may have more relevant experience, greater financial resources, a greater willingness to take on risk, or more personnel than a Fund, a General

Partner, Pamlico or their affiliates. It is possible that competition for appropriate investment opportunities may increase, thus reducing the number of investment opportunities available to a Fund and adversely affecting the terms upon which investments can be made. There is no assurance that a Fund will be able to locate suitable investment opportunities or acquire them for an appropriate level of consideration. Likewise, there can be no assurance that a Fund will be able to realize the value of its investments or that it will be able to invest its committed capital. To the extent that the Fund encounters competition for investments, returns to limited partners may decrease, including as a result of higher pricing, foregoing opportunities, or negotiating fewer transactional protections in order to remain competitive. There generally will be little or no publicly available information regarding the status and prospects of prospective portfolio companies. Many investment decisions by a Fund’s General Partner and Pamlico will be dependent upon the ability of their respective members and agents to obtain relevant information from non-public sources, and the General Partner and Pamlico often will be required to make decisions without complete information or in reliance upon information provided by third parties that is impossible or impracticable to verify. The marketability and value of each investment will depend upon many factors beyond the General Partner’s and Pamlico’s control. Portfolio Company Risk – Each portfolio company within a Fund has its own inherent risks. The success of an investment within a Pamlico Fund is dependent upon the strength of the underlying management team, leverage, financial results, regulatory changes, competition, economic factors, etc. While our underwriting process is designed to identify and address risks inherent in any portfolio company, any significant disruption to a portfolio company in relation to one of the items listed above can have a potential impact on the ability of a Pamlico Fund to realize positive returns on its investment. Economic and Market Risks – A Fund’s investment program is intended to extend over a period of years, during which the business, economic, political, regulatory, social and technology environment within which the Fund operates may undergo substantial changes. General fluctuations in the market prices of securities may affect the value of a Fund’s investments, and instability in the securities markets will also likely increase the risks inherent in the Fund’s investments. There can be no assurance that such economic and market conditions will be favorable in respect of both the investment and disposition activities of a Fund. In reaction to changing economic and market conditions, regulators in the United States and several other countries have undertaken in the past and may undertake in the future regulatory actions and certain other measures to ensure stability in the financial markets. Despite these efforts and the efforts of securities regulators of other jurisdictions, global financial markets could become and/or remain extremely volatile. In addition, new or changing regulations could limit the Fund’s activities and investment opportunities or change the functioning of capital markets. Unpredictable changes in social patterns and trends may have an impact on consumer behavior and create a negative effect on the profitability of the Fund’s investment program. In addition, changes in administration of the U.S. executive government may entail uncertainty or certain impacts

regarding political, legislative or administrative changes that may impact Pamlico, Funds, the Funds’ investment programs and the limited partners. Impacts of a change in administration could adversely affect, or cause volatility, in the United States and global economies and currency and financial markets in the short or long term, as well as the values of a Fund’s investments and its ability to execute its investment strategy or the financial prospects of its investments. A Fund’s ability to realize investments depends not only on the portfolio companies and their historical results and prospects, but also on political, market, social and economic conditions at the time of such realizations. In the past, many private equity funds have looked to the public securities markets as a potential exit strategy, and there can be no assurance that a Fund will be able to exit from its investments in portfolio companies by listing shares on securities exchanges. The trading market, if any, for the securities of any portfolio company may not be sufficiently liquid to enable a Fund to sell securities when Pamlico believes it is most advantageous to do so, or without adversely affecting the value of such securities. A Fund may be adversely affected to the extent that it seeks to dispose of any of its portfolio investments into an illiquid or volatile market, and the Fund may find itself unable to dispose of investments at prices that Pamlico believes reflect the fair value of such investments. The duration and ultimate effect of adverse market conditions and whether such conditions may change positively or negatively cannot be predicted. Portfolio companies may depend on the availability of capital financed from third parties and, to the extent such capital is not available on reasonable terms or at all, those companies that rely on such capital may be adversely impacted in a manner that they would not have been had they been able to access such capital. Market Disruption, Terrorism, Geopolitical Risk, Man-Made Disasters, Disease Epidemics or Pandemics – Funds are subject to the risk that war, terrorism, climate change, social unrest and related and unrelated geopolitical and other new or novel market-disrupting events, as well as outbreaks of infectious disease, pandemics or any other serious public health concerns, may lead to increased short-term market volatility and have adverse long-term effects on world economies and markets generally, as well as adverse effects on issuers of securities and the value of Fund investments. These events have led, and in the future may lead, to increased short-term market volatility and may have adverse long-term effects on world economies and markets generally. Such events, as well as other changes in world economic, social and political conditions, also could adversely affect individual issuers or related groups of issuers, securities markets, interest rates, credit ratings, inflation, investor sentiment and other factors affecting the value of Fund investments. At such times, the Funds’ exposure to a number of other risks, including those described in Fund offering documents and herein, can increase. Pamlico’s and its affiliates’ financial condition is likely to be adversely affected by a significant general economic downturn and may be subject to legal, regulatory, reputational and other unforeseen risks that are likely to have a material adverse effect on Pamlico’s and its affiliates’ business and operations and thereby are likely to impact the Funds. Moreover, a sustained downturn in the United States or global economy (or any particular segment thereof) or weakening of credit markets is likely to adversely affect the Funds’ profitability, impede the ability of portfolio companies to perform under or

refinance their existing obligations, and impair the Funds’ ability to effectively exit its investments on favorable terms. Any effects of force majeure events, including events similar to those described herein, may adversely affect the performance of a Fund. Certain catastrophic losses, such as those caused by war, terrorist attacks, natural disasters and other acts of God may be uninsurable, or insurable only at such high rates that to have such coverage would adversely affect profitability of a Fund or portfolio company. In particular, it has become harder and more expensive to obtain coverage against losses incurred by terrorist attacks, and some insurers exclude losses caused by terrorist attacks from their all-risk policies altogether. Insurance proceeds from covered risks may be inadequate to completely or even partially cover resulting losses in revenues or increases in expenses. The occurrence of a significant loss for which a Fund or portfolio company is not insured, or where the cost of such loss significantly exceeds the insurance coverage, may adversely affect a Fund and cause it to lose both invested capital and returns from an investment. Any of the foregoing events are likely to result in substantial or total losses to Funds in respect of certain investments, which losses will likely be exacerbated by the presence of leverage in a particular portfolio company’s or Fund’s capital structure. In addition, any outbreak of disease epidemics or pandemics such as the severe acute respiratory syndrome, avian influenza, H1N1/09 or other infectious diseases, including the coronavirus, together with any resulting voluntary and U.S. federal and state and non-U.S. governmental actions, including, without limitation, mandatory business closures, public gathering limitations, restrictions on travel and quarantines, may meaningfully disrupt the global economy and markets. Any of the above could also result in (a) the lack of availability or price volatility of raw materials or component parts necessary to a portfolio company’s business, (b) disruption of regional or global trade markets and/or the availability of capital or leverage, (c) trade or travel restrictions which impact a portfolio company’s business and/or (d) a general economic decline and have an adverse impact on a Fund’s value, the Fund’s investments, or the Fund’s ability to source new investments. The spread of an epidemic or pandemic among Pamlico’s personnel and its service providers would also significantly affect Pamlico’s ability to properly oversee the affairs of the Funds (particularly to the extent such impacted personnel include key investment professionals or other members of senior management), which could result in a temporary or permanent suspension of Fund investment activities or operations. The full effects, duration and costs of epidemics or pandemics are impossible to predict, and the circumstances surrounding any outbreak evolve continuously. Trade Policy – Trade conflicts between the U.S. and certain foreign countries have intensified in recent periods. The U.S. government has altered its approach to international trade policy, indicating its intent to renegotiate, or potentially terminate, certain existing bilateral or multilateral trade agreements and treaties with foreign countries and imposing, or threatening to impose, tariffs on certain foreign goods. Some foreign governments, including the Chinese government, have instituted, or threatened to institute, retaliatory tariffs on certain U.S. goods. The continuation or further intensification of such conflicts may lead to the introduction of additional barriers to trade,

an increase in the cost of certain goods, a decrease in trade volume, supply chain disruptions, shifts in consumer sentiment and/or a general decrease in corporate profits and securities prices in both public and private markets, any of which could have an adverse impact on the performance of the Funds’ portfolio companies and returns to investors. Reliance on Management – The success of any Pamlico Fund will depend on the ability of Pamlico Capital to identify, manage, and consummate investments for the Fund, to assist in decisions that lead to the growth of such investments and to liquidate such investments at a point in time that can add the most value to the Fund. The loss of services of one or more members of our professional staff could have an adverse impact on a Fund’s ability to realize its investment objective. In addition, all officers and employees responsible for managing a particular Pamlico Fund will continue to have responsibilities with respect to other Funds and accounts managed by Pamlico Capital, as well as with respect to current and future fund raising. The ability of Pamlico Capital to continue to raise capital for future Pamlico Funds is a critical component to the longevity of Pamlico Capital and the retention of its employees and investment professionals. Illiquidity of Investments – The illiquidity of investments is a risk factor at both the Pamlico Fund level and the portfolio company level. Pamlico Fund investors are restricted in their ability to sell, assign, exchange or transfer their interests in, or to withdraw from, a Pamlico Fund. As such, investors must be willing to bear the risk of owning their interests and funding their commitments for an extended period of time. The Pamlico Funds are not registered under the Investment Company Act of 1940, and therefore, do not afford their investors the protections of such regulatory statutes. The investments of a Pamlico Fund are also generally illiquid. Portfolio company securities are often subject to trading restrictions under U.S. securities law and typically consist of unregistered securities that cannot be sold publicly. Even public securities held by a Pamlico Fund (usually received through merger or acquisition activity or through an initial public offering) may be subject to lock-up provisions preventing their sale, Rule 144 of the Securities Act of 1933, or practical limitations on their sale resulting from the size of Pamlico Capital’s position as compared to the typical trading volume of the security. The illiquidity of Fund investments may adversely affect the ability of a Fund to dispose of such investments in a timely manner and at a fair price when Pamlico deems it necessary or preferable. Limited Number of Investments; Lack of Diversification – A Fund is generally not subject to any comprehensive diversification or asset allocation requirements and does not intend to have a diversified portfolio. Subject to its governing documents, as a Fund has the ability to concentrate its investments by investing a substantial portion of capital commitments in a single portfolio company, if the Fund does so, the overall adverse impact on the Fund of adverse movements in the value of the securities of a single issuer will be considerably greater than if the Fund were not permitted to concentrate its investments to such an extent. It is likely that the asset mix of a Fund will differ from that which would result if diversification was the Fund’s primary investment focus. To the extent a Fund concentrates investments in a particular geographic region, security, investment sector or stage of investment, investments may become more susceptible to fluctuations

in value resulting from adverse economic or business conditions applicable to such region, type of security, sector or stage of investment. In addition, a Fund will only participate in a limited number of investments and, as a result, the aggregate return of the Fund may be substantially adversely affected by the unfavorable performance of even a single investment. A Fund has no obligation to hold investments to reach or maintain its intended investment composition, and the disposition of investments may result in less diversification, and thus increased risk of loss, in the remaining pool of portfolio investments. Limited Information Regarding Portfolio Companies – Generally, there will be little or no publicly available information about the portfolio companies in which a Fund will invest. As a result, the Fund must rely on Pamlico’s diligence efforts, and the diligence efforts of others, to obtain the information necessary for an investment decision. There can be no assurance that such diligence efforts will uncover all material information necessary to make fully informed investment decisions. Reliance on Portfolio Company Management – Although a Fund’s General Partner will monitor the performance of each portfolio investment, it will be the responsibility of each portfolio company’s management team to operate the portfolio company’s business on a day-to-day basis. A General Partner generally intends to invest in companies with strong management and/or recruit strong management to such companies, however, there can be no assurance that the management of such companies will be able or willing to successfully operate a company in a manner that maximizes the value of the company’s business and operations. A portfolio company may depend on the management talents and efforts of one person or a small group of persons whose death, disability, or resignation or departure from the portfolio company would significantly adversely affect the portfolio company’s performance. Improvement in Portfolio Company Operations Critical to Investment Success – The success of a Fund’s investment strategy depends on the effectiveness of efforts to improve the operating performance of portfolio companies following investment. Initiatives to achieve improvements in operating performance include, among others, introductions of new products, changes in sales, marketing and distribution methods, implementation of new sourcing arrangements, reductions in manufacturing, overhead and other costs, enhancements and changes in the management team and identification, and the consummation and integration of add-on acquisitions. The proper identification and implementation of initiatives important to achieve improved operating performance is difficult and often requires substantial resources. The capabilities and resources of a portfolio company, even with the assistance of a General Partner and Pamlico, may be insufficient to affect such initiatives, and there can be no assurance that portfolio companies will be successful in achieving improvements in operating performance. The failure to achieve improved operating results following investment is likely to lead to losses or poor returns on such investment.

Risks of Investing in Lower Middle Market Companies – Investments in smaller companies of the type a Fund expects to target may be riskier in general than investments in larger companies. In general, as compared to larger companies, lower middle market companies may have more limited financial resources and borrowing options, may be more exposed to general economic downturns, and may be more susceptible to acute financial damage resulting from relatively unpredictable one-time events, such as litigation or the death of a company’s founder. A Fund may also have less information about the historical performance and operations of its portfolio companies than would be the case if it invested in larger companies. Lower middle market companies may lack management depth or the ability to generate internally or obtain externally the funds necessary for growth. Companies with new revenue streams could sustain significant losses if projected markets do not materialize. Further, such companies may have, or may develop, only a regional market for specific revenue streams and may be adversely affected by purely local market conditions. To the extent there is any public market for the securities held by a Fund, such securities may be subject to more abrupt and erratic market price movements than those of larger, more established companies. Lastly, such companies may face intense competition from larger companies and could entail a greater risk to the Fund than investment in larger companies. Adverse Consequences of Ownership of Controlling Interest in Portfolio Companies – The exercise of control and/or significant influence over a company imposes additional risks of liability for environmental damage, product defects, failure to supervise management, pension and other fringe benefits, violations of government regulations (including securities laws) and other types of liability in which the limited liability generally characteristic of business operations may be ignored. In addition, because of its equity ownership, representation on the board of directors and/or contractual rights, a Fund will often be thought to control, participate in the management of or influence the conduct of portfolio companies. These factors could expose the assets of a Fund to claims by a portfolio company, its other security holders, its creditors or governmental agencies. While a Fund’s General Partner intends to manage its Fund in a way that will minimize exposure to these risks, the possibility of successful claims cannot be precluded. Risks Relating to Minority Investments – A Fund’s investments may include minority, noncontrolling positions and, in such case, could be subject to the investment decisions of the controlling shareholders. Such portfolio companies may have other goals not completely aligned with those of the investing Fund, and the Fund may not be in a position to limit or influence actions taken by such portfolio companies, or otherwise protect the value of the Fund’s investment in such portfolio companies. In such cases, a Fund will rely significantly on the management and boards of directors of such portfolio companies, which may include representatives of other investors with whom the Fund is not affiliated and whose interests or views may conflict with those of the Fund. Although engaging in a specific transaction or sale of an entire portfolio company may be a beneficial disposition for a Fund, the majority holder or holders of interest in the portfolio company may prevent the portfolio company from entering into such transactions, which could result in the Fund’s investments being frozen in minority positions that incur substantial losses. Therefore,

there can be no assurance that a Fund will be able to realize the value of its investments or distribute proceeds from a sale or disposition of a portfolio company in a timely manner. In addition, although a Fund will generally seek board representation in connection with its minority investments, there is no assurance that such representation, if sought, will be obtained. Financial Fraud by Portfolio Companies – There can be no assurance that a Fund will be able to detect or prevent irregular accounting, employee misconduct or other fraudulent practices during the due diligence phase or during its efforts to monitor the investment on an ongoing basis or that any risk management procedures implemented by the Fund will be adequate. In the event of fraud or other misconduct or deceptive practices by any portfolio company, the management of such portfolio company, or any of their affiliates, a Fund may suffer a partial or total loss of capital invested in that portfolio company. For example, the possibility of material misrepresentation or omission on the part of a portfolio company or the seller may adversely affect the value of a Fund’s investment in such portfolio company. A Fund will rely upon the accuracy and completeness of representations made by portfolio companies and in certain instances their former owners in the due diligence process when it makes its investments but cannot guarantee such accuracy or completeness. In addition, conduct occurring at portfolio companies, even activities that occurred prior to a Fund’s investment therein, could have an adverse impact on the Fund. Risks of Artificial Intelligence (“AI”) – Pamlico’s employees, consultants and similar parties, as well as portfolio companies, may use open-source and other AI tools. The use of such tools by such persons poses risks relating to the protection of proprietary data of Pamlico, the Funds and portfolio companies, including the potential exposure of confidential information to unauthorized recipients and the misuse of intellectual property of Pamlico, the Funds and portfolio companies. For example, AI and other open-source tools may be used improperly or inappropriately and, without the application of appropriate safeguards, could lead to the contamination of Pamlico’s, a portfolio company’s or Fund’s proprietary information and/or render such proprietary information unable to qualify for intellectual property protection. The foregoing could adversely affect Pamlico, the Funds or portfolio companies. Use of AI tools may result in allegations or claims against Pamlico, Funds or portfolio companies related to violation of third-party intellectual property rights, unauthorized access to or use of proprietary information and failure to comply with open-source and other software requirements. There can also be no assurance that the usage of AI will enhance any portfolio company’s products or services or be beneficial to any portfolio company’s business. Additionally, AI tools may produce inaccurate, misleading or incomplete responses that could lead to errors in Pamlico’s and its employees’ and consultants’ decisionmaking, portfolio management or other business activities, which could have a negative impact on Pamlico or the performance of a Fund and its portfolio companies. AI tools could also be used against Pamlico, a Fund or portfolio companies in criminal or negligent ways. As the use and availability of AI tools have grown, the U.S. Congress and a number of U.S. federal agencies have been examining the AI tools and their use in a variety of industries, including financial services. The legislatures and administrative agencies of a variety of U.S. states and foreign jurisdictions

have also proposed, and in a number of cases adopted, rules and regulations addressing the use of AI. AI similarly faces an uncertain regulatory landscape in many foreign jurisdictions. Ongoing and future regulatory actions with respect to AI generally or AI’s use in any industry in particular may alter, perhaps to a materially adverse extent, the ability of Pamlico, a Fund or its portfolio companies to utilize AI, and may have an adverse impact on the ability of Pamlico, a Fund or its portfolio companies to continue to operate as intended. Use of AI may increase cybersecurity risks or create new cybersecurity risks, such as the risk that an AI tool’s interaction with other technologies, systems or data could result in failures in information security measures implemented at the AI tool or at the other technologies, system or data. The U.S. government has recently taken action against technology companies, including those focused on AI development, that could have a material impact on such technology companies. These actions include directing federal agencies to cease using technology developed by such companies, designating such companies as a “supply-chain risk,” and prohibiting government contractors from utilizing the company’s AI tools or conducting any business with the company. To the extent Pamlico, a Fund or portfolio companies develop, deploy or rely upon AI technologies, there could be direct or indirect impact from actions of the U.S. government, nonU.S. governments, international bodies or other governing or regulatory bodies, including actions that impact the ability to rely on and utilize such tools or actions that otherwise limit the effectiveness or ongoing functionality of such tools. Any such actions may also alter the AI technology market more broadly, by, for example, shifting competitive dynamics, affecting pricing, increasing costs and reducing optionality. AI technologies may be competitive with portfolio company businesses or increase obsolescence potential of their products and/or services. For instance, customers and potential customers of a portfolio company may increasingly use AI rather than the services of the portfolio company. Growing adoption of AI and the risks associated with it could adversely impact portfolio company businesses, including because of the risks noted herein with respect to AI and due to disruption to markets and industries generally. To the extent portfolio companies implement use of AI, there can be no assurance that will not ultimately result in higher costs and expenses related to implementation, maintenance and use as well as other adverse financial and other impacts due to the risks noted herein. Transactions Among Pamlico Capital Funds – It is possible that a portion of one Fund’s investments will be made in or with a portfolio company of another Fund. For example, Pamlico Capital could determine that a Fund should invest in an existing portfolio company of another Fund. Any investment by a Fund in an entity in which another Fund has a pre-existing investment (or vice versa) could be viewed, especially in hindsight, to have been made based on a non-arm’s length valuation. Similarly, a Fund can later invest in entities in which another Fund has invested, which can have an effect (either positive or negative) on the market value of such Fund’s investments. Pamlico Capital reserves the right to make independent decisions regarding recommendations for when a Fund should purchase and sell investments. As a result, it is possible

that a Fund will be purchasing an investment at a time when another Fund is selling the same or a similar investment, or vice versa. Any time subjective allocations of investments are required by Pamlico, they are made in good faith, but there can be no assurance that the return on one Fund’s investments will not be less than the returns obtained by other Funds participating in the investment. Conflicts Related to the Interpretation of Governing Documents and Other Legal Requirements – The governing documents of each Fund and related documents are detailed agreements that establish complex arrangements among Pamlico Capital, the investors, the Fund, the General Partner and other entities and individuals. Questions can arise under these agreements regarding the parties’ rights and obligations in certain situations, some of which will not have been contemplated at the time of the agreements’ drafting and execution. While Pamlico Capital will construe the relevant agreements in good faith and in a manner consistent with its legal obligations, the interpretations Pamlico Capital adopts will not necessarily be, and need not be, the interpretations that are the most favorable to the Funds or their investors.

Except for these relationships, neither Pamlico Capital nor any of its management persons has any relationship or arrangement that is material to its advisory business or its clients with any related person that is a broker-dealer, municipal securities dealer, or government securities dealer or broker; an investment company or other pooled investment vehicle; another investment adviser or financial planner; a futures commission merchant, introducing broker, commodity pool operator, or commodity trading advisor; a banking or thrift institution; an accountant or accounting firm; a lawyer or law firm; an insurance company or agency; a pension consultant; a real estate broker or dealer; or a sponsor or syndicator of limited partnerships. We do not recommend or select other investment advisers for any of our clients and, therefore, we do not directly or indirectly receive compensation from those advisers.

Provisions requiring our employees to report any violations of our code of ethics promptly to our chief compliance officer or other appropriate persons and prohibiting retaliation for such reports;

•

Provisions requiring us to provide our employees with a copy of our code of ethics and any amendments, and requiring them to acknowledge their receipt of and compliance with such code.

We expect all members of the Firm to act with integrity, competence, dignity, and in an ethical manner when conducting personal or business-related activities, which includes, but is not limited to interaction with the public, Pamlico Fund investors, portfolio companies, prospective portfolio companies, the Firm, and other Pamlico personnel/employees. We also expect all of our personnel to adhere to the highest standards with respect to any potential or perceived conflicts of interest with any party. Other topics covered by our code of ethics include confidentiality, insider trading, directorships, gifts and entertainment, political contributions, and outside business activities of employees. Personal securities transactions by employees may raise potential conflicts of interest, so we have adopted policies and procedures intended to address these potential conflicts of interest. These policies and procedures require, among other things: •

periodic reviews of employee personal securities transactions and holdings;

•

that employees not trade in any securities of issuers as to which they or any other employee has material non-public information;

•

obtain prior approval of its chief compliance officer or the chief operating officer or a member of the Firm’s board of directors before any personal transaction is executed involving securities listed on the Firm’s restricted securities list, which includes public companies for which a Pamlico Fund holds an investment, for which Pamlico has nonpublic information and/or, if the public company is affiliated (directly or indirectly) with a prospective portfolio company investment that Pamlico is evaluating as a fund investment;

•

obtain prior approval of its chief compliance officer or the chief operating officer or a member of the Firm’s board before any acquisition of shares in any initial public offering or any private offering; and

•

the maintenance of comprehensive records about the foregoing.

As a general rule, we will approve an employee’s personal transaction involving securities issued by any portfolio company or prospective portfolio company of a Fund only if the employee’s transaction would not be likely to be viewed as trading against the Fund or in a manner that is materially different from the Fund’s historical and intended trading activity and we deem it unlikely that the employee’s personal holdings of the security would affect the employee’s judgment in participating in the management of the Fund. In all circumstances, an employee must put the interests of our clients and investors above his or her own personal interests at all times. The principals and employees of Pamlico Capital will occasionally carry on investment activities for their own account and for family members, and in connection therewith, can potentially give advice and recommend securities which differs from advice given to, or securities recommended or bought for, the Funds, even if their investment objectives are the same or similar. In addition, consistent with the governing documents, principals and employees are permitted to buy securities in transactions offered to, but rejected by, the Funds or that are outside the investment mandate of the Funds. Pamlico reserves the right to refine and modify the code of Ethics and its other policies and procedures over time. It is possible that Pamlico, in its sole discretion, later determines that a company is a suitable investment for a Fund due to developments with respect to the securities, a Fund’s portfolio or, subject to the terms of the governing documents, changes to Pamlico’s investment approach. In such a circumstance, a Fund may invest in the company even though Pamlico personnel already hold interests in it, and, subject to any applicable Pamlico policies and procedures, Pamlico personnel will be permitted to maintain their interests. Pamlico personnel holding an investment for their own account in a portfolio company that is later determined to be suitable or appropriate for a Fund may also participate in making such determination and be involved in recommending the investment to a Fund. This presents various actual and potential conflicts of interest, including without limitation because the Pamlico personnel would have independent financial, relationshipdriven or other interests in causing a Fund to invest in that opportunity (potentially at a higher

price or with worse terms than in the absence of such conflicts), and the Pamlico personnel’s investment or relationships may be enhanced as a result of such Fund’s investment. Conflicts of Interest Each Fund will be subject to certain conflicts of interests arising out of its relationship with its General Partner, Pamlico, the principals, Senior Advisors and their respective affiliates, certain of which will provide management services to the Funds or portfolio companies. The agreements and arrangements among a Fund, its General Partner, Pamlico, the principals, Senior Advisors and their affiliates have been established by the General Partner and are not the result of arm’s-length negotiations. Pamlico, its affiliates and personnel engage in a broad range of activities, including investment activities for their own account and for the account of other investment funds, and providing transaction-related, management, advisory, financial advisory, consulting and other services to funds and operating companies. In the ordinary course of conducting its activities, the interests of a Fund or its limited partners will from time to time conflict with the interests of the Pamlico, its affiliates or their personnel, other Funds or with their respective affiliates. In addition, there will be instances when the interests of a Fund and its limited partners conflict with the interests of limited partners of other Funds. Pamlico, its affiliates and/or its personnel will typically perform management services, monitoring, investment banking, transaction and other services for, serve on the board of directors of, and will receive fees from, actual or prospective portfolio companies or other investment vehicles of a Fund, which fees will be in addition to the management fee and the carried interest paid by the Fund. To the extent provided in a Fund’s governing documents, Pamlico will, to a certain extent, reduce the amount of the management fee payable by a Fund in connection with the receipt of such fees, and Pamlico, its affiliates and/or its personnel will be permitted to retain, without offset to the management fee, certain of such payments. Unless otherwise provided in the applicable Fund partnership agreement or other Fund documentation, any fees subject to offset received in connection with an investment opportunity that are shared between a Fund and any other Fund will be allocated among such participating entities pro rata in accordance with their respective investments or proposed investments in such investment opportunity. Fees received by Pamlico, its respective affiliates and/or its personnel from portfolio companies or prospective portfolio companies which are attributable to a Fund will be treated in accordance with the governing instruments of such Fund, as applicable, and will not offset the management fee payable by another Fund’s limited partners. The terms of a monitoring agreement may include (among other things) annual automatic renewals and the payment of monitoring fees (which may be fixed fees or calculated as a percentage of EBITDA, revenue, or other performance metric). There are also certain circumstances (such as the occurrence of an initial public offering or private exit) which accelerate the payment of such monitoring fees. The accelerated fee may be calculated as the present value of hypothetical future

payments, which may be based on an assumed growth in performance, based on assumed growth in EBITDA or similar performance metric, and may be calculated using a discount rate as low as the risk-free rate, as determined by Pamlico. Because the agreements with portfolio companies providing for such fees generally have extended terms (often ten years or more and/or subject to automatic extensions and renewal), the financial effect of such acceleration is substantial, particularly in the event such circumstances occur early in the life of a Fund’s investment in such portfolio company. In addition, Pamlico also receives transaction fees for the work performed by Pamlico in structuring investments in portfolio companies and with respect to significant transactions or exits for those portfolio companies. Transaction fees are from time to time received in connection with the same portfolio company in which payments under a monitoring fee agreement are received. Transaction fees are often calculated as a percentage of the total enterprise value, or as a percentage of the aggregate price paid for the securities, and the financial effect of such transaction fees may be substantial. Additionally, a portfolio company will typically reimburse Pamlico for expenses (including, without limitation, travel, travel-related, and entertainment expenses, which include, without limitation, air transportation such as private, charter, first, business, or other premium class of commercial air transportation, ground transportation (including cars used outside normal business hours and cars used during business travel), lodging (including premium lodging), meals (including meals outside normal business hours, meals during business travel, premium meals, and, as applicable, closing dinners and mementos), entertainment (including social and entertainment events with actual or potential portfolio company employees, potential management teams, and all or a certain subset of current or prospective limited partners), costs and expenses relating to training programs, meetings, conferences, or other events (to the extent such programs, meetings, conferences, or events are attended by portfolio company personnel), expenses relating to hiring portfolio company personnel (including background checks, recruiting and relocation expenses), indemnification expenses, certain legal and consulting expenses and similar out-ofpocket expenses, as well as consulting fees and other cash and non-cash compensation (including, without limitation, compensation of members of the Pamlico Operations Group)) incurred by Pamlico in connection with its performance of services for such portfolio company, and such reimbursements are not subject to offset. Pamlico will determine the amount of these fees and reimbursements in its own discretion, subject to agreements with sellers, buyers and management teams, the boards of directors of, or lenders to, portfolio companies, and/or third-party co-investors in its transactions, and Pamlico is generally not required to provide a Fund and its limited partners with information regarding the amounts of these fees and reimbursements, although sometimes portfolio companies disclose these fees in materials such as debt offering memoranda. Persons other than a Fund that participate alongside the Fund (such as other Funds, co-investors, or third parties) may have a right to share in such fees and the management fees of the Fund will generally not be reduced or shared in connection with the receipt of such parties’ share of such fees. For the avoidance of doubt, any fees paid to Pamlico, its affiliates or its personnel by or with respect to an investment after the Fund has exited the investment do not reduce the Fund’s management fee.

Although Pamlico or certain of its affiliates receive these fees and reimbursements from actual or prospective portfolio companies or other investment vehicles of a Fund, the opportunity to earn these fees and receive these reimbursements creates a conflict of interest between Pamlico, its affiliates and personnel, on the one hand, and the Fund and its limited partners, on the other hand, because the amounts of such fees and reimbursements are often substantial, the Fund and the limited partners do not have an interest in Pamlico or such affiliates and the rights of the Fund and the limited partners to these fees and reimbursements is limited to any applicable offset with respect to a Fund. In addition, in certain cases with respect to the implementation of the arrangements described above, there is not an independent third party involved on behalf of the relevant portfolio company and therefore a conflict exists in the determination of any such fees and other related terms in the applicable agreement with the portfolio company. A Fund and/or its portfolio companies will from time to time bear the costs of travel, travel-related, and entertainment expenses incurred by Pamlico’s employees, including, without limitation, air transportation such as private, charter, first, business, or other premium class of commercial air transportation, ground transportation, (including cars used outside normal business hours and cars used during business travel), lodging (including premium lodging), meals (including meals outside normal business hours, meals during business travel, premium meals, and, as applicable, closing dinners and mementos), and entertainment (including social and entertainment events with portfolio company employees, potential management teams, and all or a certain subset of current or prospective limited partners). Such travel, travel-related and entertainment expenses may, in the aggregate, be significant, and such amounts will not be subject to the management fee offset. A Fund and/or its portfolio companies from time to time engage and pay cash or equity compensation or both (including, without limitation, consulting fees, retainers or other compensation) to (i) consultants who also are or have been consultants to Pamlico or its affiliates (including, without limitation, executive partners, senior advisors and other similar professionals) and/or (ii) former employees of Pamlico or its affiliates. Such persons (referred to herein as “Consultants”) also from time to time provide services to, and receive fees or other compensation from, Pamlico and its affiliates and/or a Fund. In addition to services provided to portfolio companies, Consultants are expected to be engaged, from time to time, by a Fund and be paid compensation to source investments and conduct due diligence on investments. The nature of the relationship with such Consultants varies; some may work regularly with Pamlico in a nonemployee role, be listed on Pamlico’s website or have Pamlico business cards or email addresses, and the time devotion requirements of each such Consultant may vary significantly. Certain Consultants are subject to contractual obligations to provide certain services to Pamlico and/or the portfolio companies and certain Consultants from time to time serve as one of Pamlico’s representatives on the board of directors of a portfolio company. Consultants also are expected from time to time to be offered the opportunity (or may have a preferred right) to co-invest in portfolio companies alongside the Fund, including in portfolio companies for which the Consultant is providing services. Any fees or other compensation received by such Consultants from portfolio

companies or a Fund may be retained by such consultants and will not be deemed paid to or received by Pamlico and its affiliates and such amounts will not be subject to any management fee offset and sharing arrangements with respect to a Fund and will not benefit the Fund or the limited partners. From time to time, Pamlico (in its sole discretion), agrees to pay to a third party a portion of a director’s fee, break-up fee, transaction fee or monitoring fee received by Pamlico or its affiliates from an actual or prospective portfolio company (a “Third-Party Fee”), such as a coinvestor or other third party, including a Consultant. In such event, the Third-Party Fee is not a fee that Pamlico is entitled to retain and therefore, subject to any terms in a Fund’s governing documents, Pamlico is not required to share such Third-Party Fee with the Fund (and the limited partners) and such Third-Party Fee will not reduce the Fund’s management fee. Pamlico, its affiliates, and partners, officers, principals and employees of Pamlico and its affiliates (together, “Manager Personnel”) may buy or sell securities or other instruments that Pamlico has recommended to a Fund. Manager Personnel may also buy securities in transactions offered to but rejected by a Fund. A conflict of interest may arise because such investing Manager Personnel will, for some investments, benefit from the evaluation, investigation, and due diligence undertaken by Pamlico on behalf of a Fund. In such circumstances, the investing Manager Personnel will not share or reimburse the Fund and/or Pamlico for any expenses incurred in connection with the investment opportunity. The transactions described above are subject to the policies and procedures of Pamlico and investors will not benefit from any such investments. The investment policies, fee arrangements and other circumstances of these investments may vary from those of a Fund. Additionally, while the significant interests of Manager Personnel in Fund portfolio companies generally align the interests of such persons with the Funds, such persons may have different interests from a Fund with respect to such investments (for example, with respect to the availability and timing of liquidity). Pamlico engages and retains strategic advisors, consultants (including specialized consultants, external executives and industry advisory roundtable members, and Consultants), individuals employed by Pamlico or its affiliates (such individuals, members of the “Pamlico Operations Group”) and other similar professionals (such persons, “Operations Support Providers”) who may, from time to time, receive payments from, or allocations with respect to, a Fund’s portfolio companies (as well as from Pamlico or the Fund). The Operations Support Providers are engaged to provide operational support, specialized operations and consulting services and similar or related services to, or in connection with, one or more portfolio companies in relation to the identification, acquisition, holding, improvement and disposition of such portfolio companies (“Operations Support Services”). These services may be high-level insight or extensive day-today roles, and may include support to Pamlico or portfolio companies regarding, among other things, the company’s management (including serving in management positions as a full-time or part-time employee of the company or on the board of directors of the company, or by otherwise participating in determining corporate strategy), the company’s supply chain, revenue and margin management (including determining sales/marketing strategy and retail strategy), data

intelligence, finance (including generating metrics and reporting and business restructuring), human capital management (including recruiting personnel and determining executive/incentive compensation), information technology, corporate communications (including marketing and public relations as well as opportunity identification at conferences and similar industry events and forums), supporting the formation of and fundraising for the Funds, customer service, sustainability (including, strategy, policy and reporting development), real estate matters and similar operational matters. The nature of the relationship with each of the Operations Support Providers and the amount of time devoted or required to be devoted by them varies considerably. In certain cases, they provide Pamlico with industry-specific insights and feedback on investment themes, assist in transaction due diligence, make introductions to and provide reference checks on management teams. In other cases, they may take on more extensive roles and serve as executives or directors on the boards of portfolio companies or contribute to the origination of new investment opportunities. In certain instances, Pamlico may have formal arrangements with these Operations Support Providers (which may or may not be terminable upon notice by any party), and in other cases the relationships may be more informal. Certain Operations Support Providers may be subject to contractual obligations to exclusively provide certain services to a Fund, Funds and/or portfolio companies. The compensation paid to Operating Support Providers, and fees and expenses associated with Operations Support Services (“Operations Expenses”) may be paid and/or reimbursed by portfolio companies and/or a Fund or borne by Pamlico. Payments from, or allocations with respect to, portfolio companies and/or a Fund will not be deemed paid to or received by Pamlico and such amounts will not be subject to offset provisions as applicable in a Fund’s governing documents. Operations Expenses are determined at the discretion of Pamlico taking into account the particular Operations Support Services, may include an annual fee or retainer, a discretionary bonus, a profits or equity interest in a Fund and/or portfolio company or other incentive-based compensation to the Operations Support Provider, and will otherwise be determined according to one or more methods, including the value of the time (including an allocation for overhead and other fixed costs) of the Operations Support Provider, a percentage of the value of the portfolio company, the invested capital exposed to such portfolio company, amounts charged by other providers for comparable services and/or a percentage of cash flows from such companies. Certain advisory professionals may have the right or may be offered the ability to co-invest alongside a Fund, including in those investments in which they are involved, or otherwise participate in equity plans for management of any such portfolio company, and such co-investment and/or participation (which may have the effect of reducing the amount invested by the Fund in any investment) will not generally be considered as part of Pamlico’s side-by-side co-investment rights. There can be no assurance that any of the Operations Support Providers will continue to serve in such roles and/or continue their arrangements with Pamlico, a Fund and/or any portfolio companies throughout the term of the Fund. The use of Operations Support Providers and allocation of Operations Expenses paid to them will subject Pamlico and its affiliates to potential conflicts of interest.

In connection with its investment activities, Pamlico expects to encounter situations in which it must determine how to allocate investment opportunities, including follow-on investment opportunities, among various persons, which may include the Funds, any co-investors or coinvestment vehicles that have been formed to invest side-by-side with a Fund or Funds, personnel of Pamlico, and other third parties. Pamlico is expected to, from time to time, be presented with investment opportunities that fall within the investment objective of the Funds and potentially portfolio companies of other Funds. A Fund will invest in assets eligible for purchase by other Funds. The investment policies, fee arrangements, carried interest, investments owned by employees of Pamlico or its affiliates with respect to a Fund, and other circumstances of the Fund, may vary from those with respect to other Funds. These relationships present conflicts of interest in determining how much, if any, of certain investment opportunities to offer to a Fund. Subject to any requirements of the governing documents of the Funds, opportunities for investments will be allocated among the Funds in a manner that Pamlico believes in its sole discretion to be appropriate given factors it believes to be relevant. Such factors include, but are not necessarily limited to, (i) the investment objectives and investment focus of the Funds, (ii) transaction sourcing (and with respect to an investment opportunity originated by a third party, the relationship of the Fund to or with such third party), (iii) the Funds’ respective liquidity and reserves, (iv) the Funds’ respective diversification (including the actual, relative or potential exposure of a Fund or Funds to the type of investment opportunity in terms of the existing portfolio), (v) lender covenants and other limitations, (vi) any “ramp-up” period of a newly established Fund, (vii) the amount of capital available for investment by Funds as well as each Fund’s projected future capacity for investment including whether a Fund is able to invest all capital required to consummate a particular investment opportunity, (viii) the size, liquidity and duration of the investment, (ix) the Funds’ targeted rates of return, (x) the stage of development of the prospective portfolio company or other investment and anticipated holding period of the portfolio company, (xi) the composition of the Funds’ portfolios and each of Fund’s concentration parameters, (xii) the suitability as a follow-on investment for a current portfolio company or to upsize an existing investment, (xiii) the availability of other suitable investments for the relevant Funds, (xiv) supply or demand of an investment opportunity at a given price level, (xv) risk considerations, (xvi) cash flow considerations, (xvii) the centrality of an investment to a Fund’s strategy, (xviii) any asset class restrictions, (xix) the seniority of an investment and other capital structuring criteria, (xx) the industry and other allocation targets, (xxi) the minimum and maximum investment size requirements, (xxii) any tax and accounting implications, (xxiii) whether an investment opportunity requires additional consents or authorizations from a Fund, investors or third parties, (xxiv) whether an investment opportunity would enable a Fund to qualify for certain benefits or discounts that are not readily available to other Funds including but not limited to, the ability to enter into credit arrangements with certain financial or governmental institutions, (xxv) avoiding allocations that could result in de minimis or odd lot investments, (xxvi) legal, contractual or regulatory constraints, (xxvii) the use of leverage in the proposed capital structure and (xxviii) any other relevant limitations imposed by or conditions set forth in applicable governing

documents of a Fund or Funds. Additionally, investments sourced by an affiliate of Pamlico that are appropriate for funds advised by such affiliate may first be made available to such funds. As a result of the foregoing, there can be no assurance that any specific portfolio investment opportunity will ultimately be offered to a Fund. There can be no assurance that the application of the investment allocation requirements that the Funds are subject to and factors set forth above will result in a Fund participating in all investment opportunities that fall within its investment objectives. Pamlico makes allocation determinations based solely on Pamlico’s expectations at the time such investments and dispositions are made, however, investments and their characteristics may change and there can be no assurance that an investment or disposition may prove to have been more suitable for another Fund or Funds in hindsight. In some cases, Pamlico’s observation and application of its investment allocation process may adversely affect the price paid or received by a Fund, or the size of the position purchased or sold by the Fund. From time to time, certain investment opportunities involve interests in portfolio companies of Funds that are part of a restructuring or similar transaction. In such instances, investors in such Funds involved in such a transaction could be given priority rights to rollover their existing interests or otherwise reinvest in such investment opportunities (for instance, through a newly formed “continuation fund”). As a result, a Fund may not be allocated all or any portion of such an investment opportunity, even if such opportunity falls within the Fund’s investment objectives or strategy. In certain cases, Pamlico will cause a Fund to purchase investments from another Fund or it will cause a Fund to sell investments to another Fund. Such transactions create conflicts of interest because, by not exposing such buy and sell transactions to market forces, a Fund may not receive the best price otherwise possible, or Pamlico might have an incentive to improve the performance of one Fund by selling underperforming assets to another Fund to, for example, earn fees. Additionally, in connection with such transactions, Pamlico, its affiliates and/or their professionals (i) may have significant investments, or intentions to invest, in the Fund that is selling and/or purchasing such an investment or (ii) otherwise have a direct or indirect interest in the investment (such as through certain other participations in the investment). Pamlico generally receives management or other fees in connection with its management of the relevant Funds involved in such a transaction and generally is entitled to share in the investment profits of the relevant Funds. Depending on the transaction structure, these transactions may disproportionately benefit the purchasing, selling or merging Fund (or Pamlico as a result of its interests in a particular Fund), and one Fund may incur expenses or forego gains that would have been obtained had it not entered into such transaction. For example, Pamlico may be incentivized to support a less successful portfolio company of an older Fund by causing a newer Fund with a longer remaining term and investment period to purchase a part or all of such portfolio company to provide Pamlico additional time to potentially manage it to a successful exit and increase the likelihood of Pamlico receiving carried interest. Conversely, Pamlico may be incentivized to sell an attractive investment in an older Fund to a newer Fund to increase the amount of fees received by Pamlico with respect to

such an investment. Determining the valuation or other terms of such transactions may also create a conflict of interest due to Pamlico’s consideration of the particular terms (including the fee terms) of the Funds and Pamlico’s interest in such Funds. Such transactions may result in the acquiring entity purchasing a Fund’s portfolio company at a valuation that is: (a) not the highest price that could have been obtained in the market had there been a robust sales process with multiple thirdparty bidders or (b) higher than the value of the company resulting in an overvaluation. Under certain circumstances, Pamlico may wish to reduce the investment of one or more Funds in an investment and increase the investment of other Fund(s) in such investment, and may, therefore, effect such transactions by directing the transfer of such investment between such Funds or through any other transaction structure (for example, distribution of portfolio company interests from one Fund and contribution of such interests to another Fund). Any costs, fees and expenses associated with any such transaction will be borne by such Funds in accordance with their governing documents and to the extent not addressed in the applicable governing documents based on an allocation that Pamlico deems in good faith to be fair and reasonable. From time-to-time, Pamlico may determine that it is in the best interest of a Fund holding an investment (the “Selling Fund”) to transact with another Fund (the “Purchasing Fund”) and to provide the Selling Fund’s investors with the ability to: (1) receive cash proceeds from the Selling Fund’s sale or transfer of such portfolio company, (2) “roll” (i.e., retain) their indirect interest or exposure in such portfolio company and/or (3) receive other options. These types of transactions are often referred to as “continuation transactions.” Conflicts of interest arise in these continuation transactions because (i) Pamlico and/or its affiliates may charge investors in the Purchasing Fund a management fee and carried interest (which economics are likely to be different than the Selling Fund) and the transactions have the potential to result in the receipt of additional management fees and carried interest by Pamlico and its affiliates; (ii) Pamlico and Pamlico personnel are expected to have the ability to make material investments in the Purchasing Fund, which, if exercised, may cause them to take actions that benefit the Purchasing Fund, and, in the event there are multiple Selling Funds and/or Purchasing Funds, Pamlico and Pamlico personnel may have varying interests in the underlying portfolio companies or in the Purchasing Funds; (iii) Pamlico is actively involved in negotiating the terms of the sale on behalf of the Selling Fund, on the one hand, and the Purchasing Fund, on the other hand (including the determination of the transaction sale price and the allocation of expenses incurred in the transaction); (iv) of any requirement for an investor in the Purchasing Fund to make an investment in a Fund or a commitment to invest in a future fund managed by Pamlico; (v) such transactions may provide Pamlico and its affiliates an opportunity to build valuable and/or strategic relationships with actual or potential investors in a Fund and/or a future Fund, which (a) incentivizes Pamlico to favor such investors because of the potential for Pamlico and its affiliates to earn additional management fees and carried interest with respect to any such investment or commitment to invest, and (b) could affect the price such investors offer to purchase the asset from the Selling Fund; (vi) if there is more than one Purchasing Fund involved in a transaction, (a) follow-on investments may be funded on a non-pro rata basis among the Purchasing Funds relative to their original commitments, due to, for instance, differing

applicable provisions regarding recycling or different interests in the underlying portfolio companies, resulting in dilution to certain Purchasing Funds that do not participate in such additional funding, (b) Pamlico and/or Pamlico personnel may have differing potential carried interest allocations among the Purchasing Funds, and the Purchasing Funds may have differing management fee rates, and (c) certain of the Purchasing Funds may have differing terms, such as ability to use leverage; and/or (vii) where there are multiple Selling Funds, each Selling Fund may be selling different portfolio companies and/or have differing interests in such portfolio companies, and at a different stage of its fund lifecycle and at a different place in its fund waterfall. In connection with a continuation transaction, Pamlico will have no obligation to engage in any thirdparty sale or public offering process for such portfolio company prior to the continuation transaction or obtain any independent third-party valuation. In addition, Pamlico may determine to share valuation information with investors in the Purchasing Fund, which would provide such investors with more information than a typical buyer of a Fund’s portfolio companies. Pamlico will also provide information to potential investors in the Purchasing Fund regarding the portfolio company, the proposed transaction, and other matters and may provide less information to the Selling Fund’s limited partners. There is also a risk that Pamlico’s valuation of a portfolio company at the time of the continuation transaction could underestimate the actual value of the portfolio company, or that Pamlico will agree to transfer the portfolio company at a price lower than its historical valuation, thereby reducing the returns to limited partners who do not participate in the continuation transaction. Pamlico faces conflicts of interest in determining portfolio company valuations, the price at which the continuation transaction takes place, and what information is shared with particular investors. Additionally, conflicts of interest arise in continuation transactions as a result of the allocation of fees and expenses because fees and expenses will be incurred in connection with the transaction and Pamlico is permitted to determine to allocate bankers’ fees, representations and warranties insurance premiums and certain other material fees and expenses solely to selling investors in a Fund (or, in certain cases, to investors remaining in the Fund) and not to the “rolling investors” or “new investors” in the Purchasing Fund or vice versa. Pamlico will also allocate such fees and expenses to a Fund in the event of a failed sale of assets to a continuation vehicle. In the event that a Fund proposes to sell any assets in a continuation transaction and that sale fails to close for any reason, the Fund would typically bear the broken deal expenses relating to the proposed transaction, including (without limitation) the costs of forming and marketing the continuation vehicle, as well as fees for services that would only have accrued to the benefit of certain subsets of Fund investors, such as where applicable, those electing to continue their participation, if the transaction had closed. Such amounts will under certain circumstances also include expenses that would have been attributable to funds that were expected to participate in the continuation transaction that did not ultimately close. To the extent that another Fund or other vehicle sponsored by Pamlico or its affiliates considers participating in a continuation transaction alongside a Fund, but ultimately does not participate, the Fund is expected to bear the expenses that would otherwise have been borne by the Fund or vehicle that opted out of the transaction. The allocation of continuation transaction expenses raises conflicts of

interest, as described herein. A Fund is expected to bear such amounts irrespective of whether the Fund’s advisory committee/board or limited partners, as applicable, has provided prior consent to the transaction and/or any such expense arrangements. In certain cases, Pamlico could determine to sell all or a portion of a portfolio investment to a thirdparty investor (to hold directly or in a Fund) in exchange for or in connection with such investor making a commitment to another Fund. In such case, Pamlico may be disincentivized to obtain the best price and terms for the Fund. A Fund is expected from time to time to invest alongside other Funds, including when such Fund makes investments in conjunction with an investment being made by another Fund, in a transaction where another Fund later makes an investment, or in a transaction where another Fund has already made an investment, and conflicts of interest arise in connection with such investments. The Funds may be expected from time to time to invest at the same, different or overlapping levels of a portfolio company’s capital structure. Conflicts also arise in determining the terms of investments, especially where Pamlico controls the structure of a transaction and its capitalization. For example, investments by a Fund in transactions controlled by another Fund may be subject to investment terms, including with respect to liquidity or governance, that may be more restrictive than those preferable for a Fund if it were investing without such other Fund. As another example, if another Fund is investing in debt securities, it will have an interest in structuring debt securities that have financial terms (such as interest rates, repayment terms, seniority, covenants and events of default) that are more restrictive than a Fund, as an equity owner, desires. There can be no assurance that the return on the Fund’s investments will not be less than the returns obtained by another Fund or Funds participating in the same transaction. Employees and related persons of Pamlico have made and may in the future make large capital investments in or alongside one or more Funds and therefore often have additional conflicting interests in connection with joint investments. Pamlico will determine all matters relating to structuring transactions and capitalizing portfolio companies, including the amount and terms of securities and allocation of securities among a Fund and other involved Funds, using its best judgment considering all factors it deems relevant, but in its sole discretion. Pamlico may have an incentive to improve the performance of a Fund by causing another Fund to invest in the securities of a company in which such Fund has an existing debt or equity investment, or to cause a Fund to take action, or refrain from taking action, with respect to a joint investment to benefit another Fund. In addition, Pamlico may from time to time cause a Fund that is invested in the debt or equity securities of a portfolio company to take action with respect to such investment that, to the detriment of the Fund, benefits another Fund. In the event a Fund is unable to fund its share of additional capital (e.g., in the event it does not have sufficient available capital), another Fund may be obligated to fund more than its share of

such amount. In such event, one Fund will gain greater exposure to such investment than may have been originally intended and the other Fund will be diluted in such investment. Where a Fund is unable to fund its share of additional capital, the Fund will have lesser exposure to such investment than may have been originally intended. The returns of a Fund may be negatively impacted as a result of the foregoing. Where a Fund invests with another Fund in a portfolio company, this raises the risk of using assets of one Fund to support positions taken by another Fund. A Fund expects to, from time to time, enter into equity commitment arrangements whereby, subject to any applicable documentation, the Fund agrees that upon the closing of a transaction with respect to a potential portfolio company, it will purchase equity securities in a transaction. Furthermore, in certain instances a Fund may also enter into (a) limited guarantee arrangements whereby, subject to any applicable documentation, the Fund agrees that if a transaction with respect to a potential portfolio company is not consummated, it will pay a percentage of the total value of the transaction as a “reverse termination fee” to the seller entity and (b) full guarantee arrangements where the Fund agrees to close a transaction even if the debt financing for such transaction is not available or has not been funded. In the event a Fund seeks to invest in a transaction with one or more other Funds that is not ultimately consummated, the Funds are expected to bear any reverse termination fees pro rata based on their respective amounts of anticipated participation in such transaction. While certain co-investment vehicles with investments contractually tied to a Fund (including affiliated co-investment vehicles) are generally obligated to pay their proportionate share of the equity purchase price (whether pursuant to the Fund’s governing documents or otherwise), such co-investment vehicles are generally not expected to be direct parties to the equity commitment arrangements or guarantees and may not be required to bear any share of any reverse termination fee. In the unlikely event that a co-investment vehicle defaults on its obligation to pay its proportionate share of the equity purchase price, a Fund or Funds would be held responsible for the entire equity purchase price or other applicable obligations. The appropriate allocation among the Funds of expenses and fees generated in the course of evaluating and making investments often may not be clear, especially where more than one Fund participates, and Pamlico may be faced with a variety of potential conflicts of interest. Pamlico allocates fees, costs and expenses in accordance with the relevant Fund governing documents. To the extent not allocated to a portfolio company, Pamlico will generally allocate fees and expenses incurred in the course of evaluating and making investments, whether or not consummated, between Funds in proportion to their respective amounts of actual participation or anticipated participation in such transaction, in Pamlico’s sole discretion. There are occasions when one Fund (the “Payor Fund”) pays (or if paid by Pamlico, reimburses Pamlico for) an expense common to multiple Funds (the “Allocated Funds”) (e.g., legal expenses for a transaction in which all such funds participate). Additionally, the Payor Fund may be allocated common expenses based on Pamlico’s initial estimation of the appropriate allocation of such expenses and will determine at a

later date to adjust such allocation based on Pamlico’s determination of the appropriate allocation. On such occasions, each Allocated Fund will reimburse the Payor Fund for its share of such expense and true-up the Payor Fund, without interest, promptly after the payment is made by the Payor Fund. In addition, there may be occasions where a Payor Fund procures borrowing through a subscription line or credit facility to make an investment, syndicating out a portion of the investment to other Allocated Funds and/or co-investment vehicles or co-investors. Subject to the governing documents of the Funds, the Payor Fund will bear the entire cost of interest from the borrowing, even though the investment may ultimately be made by other Allocated Funds. In such a circumstance, the Allocated Fund may be required to pay or reimburse the Payor Fund for costs incurred by the Payor Fund in connection with the investment, subject to the terms and conditions of the Allocated Fund’s governing documents. While highly unlikely, it is possible that one of the Allocated Funds could default on its obligation to reimburse the Payor Fund. For the avoidance of doubt, any such allocations and/or expenses referenced herein are based on estimates, which are inherently uncertain and subject to change. Further conflicts arise once a Fund has made an investment in a company in which another Fund has also invested or later invests, particularly when such other party invests in different types of securities in a single portfolio company. For example, questions arise as to whether payment obligations and covenants should be enforced, modified or waived, whether payments should be accelerated or whether debt should be refinanced. Decisions about what action should be taken in a troubled situation, including whether or not to enforce claims or bring litigation against a portfolio company, whether or not to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, and the terms of any work-out or restructuring, or other concessions that may be given in such situation will raise conflicts of interest, as Pamlico may be incentivized to choose a course of action that benefits one Fund to the detriment of another Fund. These conflicts also present themselves with respect to investment activity of Pamlico personnel, who at times will invest in different or overlapping levels of a portfolio company’s capital structure. In the event that a Fund has a controlling or significantly influential position in a portfolio company, it will have the ability to elect some or all of the board of directors of such portfolio company, thereby controlling the policies and operations, including the appointment of management, future issuances of securities, payment of dividends, incurrence of debt and entering into extraordinary transactions. In addition, a controlling fund or account is likely to have the ability to determine or influence the outcome of operational matters and to cause or prevent a change in control of such portfolio company. Such management and operational decisions may, at times, be in direct conflict with another Fund that has invested in the same portfolio company and does not have the same level of control or influence over the portfolio company. Certain Funds invest in securities of companies in which other Funds or affiliates of Pamlico hold securities, including equity and debt securities. The interests of such parties will at times conflict, particularly in circumstances in which the underlying company is facing financial distress. Equity holders and debt holders have different (and often competing) motives, incentives, liquidity goals and other interests with respect to a portfolio company. It may be in the best interest of a party holding debt securities or other senior

or preferred securities or obligations to declare a default, accelerate a loan or take other protective actions, while such actions would harm a Fund’s equity or other investment in the portfolio company. In addition, the involvement of such persons at both the equity and debt levels could inhibit strategic information exchanges among fellow creditors and in certain circumstances, a Fund could be prohibited from exercising voting or other rights and may be subject to claims by other creditors with respect to subordination of their interest. If additional capital is necessary as a result of financial or other difficulties of a portfolio company, or to finance growth or other opportunities, a Fund or Funds may or may not provide such additional capital and, if provided, such Fund(s) will supply such additional capital in such amounts, if any, as determined by Pamlico. Pamlico is responsible for making such decision will resolve all such conflicts using its best judgment but in its sole discretion. Pamlico may also express inconsistent or contrary views of commonly held investments or of market conditions more generally. In addition, there are in certain cases expected to be differences in timing of entry into, or exit from, a portfolio company for reasons such as differences in strategy or existing portfolio or liquidity needs. Where more than one Fund invests in the same portfolio company, there can be no assurance that each such Fund will dispose of investments at the same time and on the same terms. For example, because, with respect to a Fund, Pamlico may have an incentive to show realized returns in connection with other fundraising activities and because such a Fund’s term may expire before the end of another Fund’s term, a Fund is expected in certain cases to dispose of an investment prior to the time another Fund disposes of the same investment. Investments disposed of at different times will likely be disposed of at different valuations and, as a result, a Fund may realize different levels of return as compared to the same investment held by another Fund. If Pamlico determines it is advisable for two Funds to exit an investment at the same time and one Fund’s term expires sooner than the other Fund’s, the Fund with the longer term may dispose of its interest earlier than it ordinarily would have and may, as a result, realize lower returns than it otherwise may have earned on such investment. These variations in timing may be detrimental to a Fund. The application of Fund governing documents and Pamlico’s policies and procedures are expected to vary based on the particular facts and circumstances surrounding each investment by two or more Funds in different classes of an issuer’s capital structure (as well as across multiple issuers or borrowers within the same overall capital structure) and, as such, there may be a degree of variation and potential inconsistencies, in the manner in which potential or actual conflicts are addressed. Also, given the nature of these conflicts, there can be no assurance that the resolution of these conflicts will be beneficial to a Fund. Funds may in many cases own a significant or controlling percentage of the common equity of portfolio companies which, depending upon the amount of equity owned by them, any relevant contractual arrangements between such portfolio company and the participating Funds and other relevant factual circumstances, could result in an extension of bankruptcy preference periods with respect to payments made to a Fund and/or subordination of its claims to other creditors and/or recharacterization of debt claims into equity claims. In addition, because of their equity ownership,

representation on the boards of directors, and/or contractual rights, the Funds will often be thought to control, participate in the management of, or influence the conduct of, portfolio companies. The effect of these relationships will vary in applicable jurisdictions. These factors could expose the assets of a Fund to claims by a portfolio company, its security holders, its creditors or governmental agencies. Pamlico will, from time to time, consider and reject an investment opportunity on behalf of a Fund and may subsequently determine to have another Fund make an investment in the same company. In such circumstances, the benefitting Fund or Funds will not be required to reimburse the Fund initially considering the investment for expenses incurred in connection with researching such investment. In addition, Pamlico may consider an investment opportunity for a Fund and then subsequently determine to have another Fund make the investment. In making any such reallocation determination, Pamlico will consider a variety of factors, including the allocation factors set forth herein. Conflicts of interest arise in connection with a reallocation or determining a Fund will make an investment initially considered for another Fund, including those set forth above. In addition, a conflict of interest exists because a Fund will benefit from the initial evaluation, investigation and due diligence undertaken by Pamlico on behalf of the other Fund for which the investment was initially considered or allocated. In certain cases, a reallocation determination could occur after a significant period of time has passed and the Fund, to which the investment was originally allocated, has incurred substantial out-of-pocket expenses in connection with evaluating, investigating and diligencing such investment. The investing Fund typically will not be required to reimburse the original Fund for such expenses. In the event that the investing Fund does reimburse another Fund for out-of-pocket expenses incurred in connection with evaluating, investigating and diligencing such investment, the investing Fund typically will not pay interest on any such amounts reimbursed. Alternatively, if the investing Fund does pay interest on such amounts to another Fund, there can be no assurance any such interest will be paid over at the same time as such reimbursement or that the amount of such interest will be sufficient to compensate the Fund for the time since it deployed capital to pay such expenses. Pamlico experiences conflicts of interest in connection with causing one Fund to incur expenses that may ultimately benefit another Fund and similarly experiences conflicts of interest in determining the need for, calculating the amount of, and effecting any such reimbursement, as such arrangements may involve the discharge of a liability that a Fund owes another Fund, and in all such cases these determinations, calculations, and terms are not arm’s-length arrangements. There can be no assurance that the amounts reimbursed to a Fund will be commensurate with the benefit received by another Fund. The following factors generally mitigate, but will not eliminate, conflicts of interest among the Funds: •

A Fund will not make any investment unless Pamlico believes that such investment is an appropriate investment considered solely from the viewpoint of the Fund;

•

Many important conflicts of interest will generally be resolved by set procedures, restrictions or other provisions contained in a Fund’s governing documents;

•

The advisory committee of a Fund and the advisory committee of each other Fund, whose members are not affiliated with Pamlico, play an important role in resolving conflicts of interest by approving or disapproving the appropriateness of decisions that involve significant conflicts of interest referred to it by Pamlico;

•

Where Pamlico deems appropriate in its sole discretion, unaffiliated third parties will be used to help resolve conflicts such as the use of an investment banker to opine as to the fairness of a purchase or sale price. In addition, the willingness of a third party to make an investment on the same terms as a Fund would demonstrate the fairness of the transaction to such Fund;

•

Pamlico has adopted and implemented certain policies and procedures designed to identify and reduce certain conflicts of interest; and

•

Pamlico provides disclosure to limited partners regarding significant potential conflicts of interest arising from the proposed activities of a Fund.

In addition, certain provisions of Fund governing documents are designed to protect the interests of limited partners in situations where conflicts may exist, although these provisions do not eliminate such conflicts. In certain instances, such conflicts of interest may be resolved in a manner adverse to a Fund and its ability to achieve its investment objectives. The terms of any executive co-investment fund may vary from those of the relevant Fund. In addition, from time to time, where the amount of an investment exceeds the amount the General Partner deems advisable for, or is permitted to cause, a Fund to make, or for strategic or other reasons where the General Partner deems the co-investment to be appropriate and consistent with the interests of the Fund, the General Partner may offer co-investment opportunities pursuant to the terms of a Fund’s governing documents, including to any or all of the limited partners or other third parties. Allocating a portion of an investment opportunity for a co-investment generally reduces the amount of the relevant investment opportunity that theoretically could have been taken by a Fund, and because co-investment opportunities generally appeal to investors and third parties, there are potential conflicts of interest in determining the amount of investment opportunity that should be allocated to a Fund. The General Partner may offer co-investments with respect to some or none of a Fund’s investments and may allocate any such opportunities among interested and eligible parties in its sole discretion. The performance of co-investments is not aggregated with that of a Fund, including for purposes of determining the General Partner’s carried interest. The General Partner may offer co-investments on terms that materially differ from, or are more favorable to investors than, terms offered to the Fund, and the General Partner may or may not charge management fees, carried interest or other fees in respect of co-investments. The General Partner’s allocation of co-investment opportunities may be influenced by the willingness of interested investors to bear such fees or carried interest. While the General Partner generally expects to make and manage co-investments (including at disposition) on substantially the same

terms and conditions as Fund investments, and the General Partner’s primary duty is to the Fund, the presence of co-investments may raise conflicts of interest with respect to the management of the Fund’s investments, particularly where the General Partner or its affiliates are entitled to receive management fees or carried interest on a co-investment. A Fund is likely to incur expenses in connection with potential investments that are expected to be made by the Fund but are abandoned before they are consummated. As a general matter, the Fund will be obligated to pay all such broken deal expenses. Where other third parties are expected to participate in an investment, the General Partner may seek to have them agree to pay their pro rata shares of such broken deal expenses, but the General Partner is not required to do so and may cause the Fund to bear all such expenses, notwithstanding that such third parties (which may include affiliates of the General Partner) will have benefitted from the opportunity to review, investigate and otherwise assess the potential investment, and regardless of the anticipated investment allocation between the Fund and such other parties. Pamlico has sole discretion in determining the particular allocation of costs, fees and expenses among Funds and other parties. This discretion creates a potential conflict of interest as Pamlico may have an incentive to allocate expenses to a particular Fund over another Fund or party because of, for example, differing fee arrangements. Pamlico utilizes mathematical allocation methodologies to minimize such conflicts. From time to time, for strategic and other reasons, a co-investor can purchase a portion of an investment from a Fund after such Fund has consummated its investment in the portfolio company (also known as a post-closing sell-down or transfer). Any such purchase from a Fund by a coinvestor generally occurs shortly after the Fund’s completion of the investment; however, in certain instances, a post-closing sell-down or transfer could occur well after the Fund’s initial purchase. When co-investors purchase their interest from a Fund after the Fund has consummated the investment, the price paid by co-investors is typically determined by the Fund’s General Partner in its sole discretion. Where appropriate, and in our sole discretion, we reserve the right to charge interest on the purchase to the co-investor or co-invest vehicle (or otherwise equitably to adjust the purchase price under certain conditions), and to seek reimbursement to the relevant Fund for related costs. However, to the extent such amounts are not so charged or reimbursed, they generally will be borne by the relevant Fund. The price may not reflect the full cost incurred by the Fund in connection with the investment, any interest charge on the co-investment amount, the cost of establishing the credit facility utilized to acquire the portfolio company (if applicable) or the risk borne by the Fund in connection with purchasing and warehousing the investment. The Funds will bear the risk that any co-investors acquiring an interest in an investment after the closing of such investment will acquire such interest on terms that do not reflect the full reimbursement of prior expense incurred by the Fund. Potential co-investors typically do not bear any transaction costs of investments that are not consummated and are not subject generally to the same risks to which a Fund is throughout the investment process. We seek to address any potential conflict of interest by investing in accordance with our policies and procedures governing investment allocation and co-investments.

In addition, to the extent that we engage in a secondary liquidity transaction in connection with an investment, co-investors will not necessarily receive the same liquidity options as investors in a Fund and may therefore be compelled to receive cash or continue to hold an interest in the investment, depending on the particular facts of the transaction. To the extent Pamlico has discretion over approving a secondary transfer of interests in a Fund, or is asked by a potential transferring investor to identify potential purchasers in a secondary transfer (including pursuant to a side letter or other arrangement), Pamlico will do so in its sole discretion, generally taking into account its own interests as well as certain other factors. Additionally, from time-to-time Pamlico becomes aware of existing investors in a Fund (including existing investors that are affiliates, Pamlico personnel or former Pamlico personnel) that are interested in selling their interests in the Fund and/or other investors (including, without limitation, any such party that is sourced by a broker and/or other agent of Pamlico) that are interested in acquiring interests in the Fund through a secondary transfer. In such instances Pamlico could, in its sole discretion and without providing notice to Fund limited partners, introduce such parties to potential counterparties, including, without limitation, certain limited partners or investors in other Funds. It is possible that any such introduction will ultimately result in a limited partner obtaining liquidity (which could be at a price that reflects a discount to net asset value or other valuation) and/or being able to transfer its interests prior to other Fund limited partners that are also seeking to transfer their interests and obtain liquidity. Pamlico has no obligation to prioritize any specific investor seeking to transfer its interests or treat investors equally regarding transfers of interests. Subject to Fund governing documents, Pamlico may, in its discretion, identify secondary transferees (including through structured or stapled processes or tender offers), which may include Pamlico, its affiliates or personnel or other related persons, and has no obligation to notify all investors and limited partners, to “shop” such opportunities broadly, to solicit competitive bids, to obtain thirdparty valuations or fairness opinions, to seek the highest price, or to obtain advisory board/committee approval for pricing or other terms. Secondary transfers can occur in a variety of situations, including where an investor is seeking to transfer its interest or be released from its commitment to a Fund and other, similar circumstances. Purchases by Pamlico, its affiliates, personnel and/or other related persons can create conflicts, including pricing and valuation judgments (including transactions at discounts to net asset value or other valuations without market checks), information asymmetries, allocation of opportunities and expenses, effects on the management fee and carried interest, incentives to favor purchasers that provide (or are expected to provide) commitments to Funds, reliance on internal valuations that may differ from realized values, and conflicts where purchase financing is provided by Pamlico or its affiliates. Pamlico exercises discretion in selecting and introducing purchasers (e.g., based on ability to fund commitments, relationship history and regulatory considerations) without notice to all investors and Fund limited partners and without any obligation to offer opportunities pro rata, and will obtain any approvals or consents required by Fund governing documents or law (including for Pamlico

or affiliate, principal or agency-cross transactions). Pamlico reports investor transfer activities as part of its quarterly financial reporting for transparency. In addition, certain management personnel of Pamlico from time to time organize or sponsor separate investment vehicles for the purpose of making a single investment (each such vehicle, a “Special Purpose Acquisition Vehicle”). To the extent a Special Purpose Acquisition Vehicle is organized during the investment period of a Fund, Pamlico and certain applicable management personnel thereof may encounter conflicts and may have to make determinations relating to the allocation of investment opportunities similar to those arising between the Funds, as described above. The various considerations set forth above with respect to allocations of investment opportunities among the Funds would apply to Special Purpose Acquisition Vehicles as well. In addition, Manager Personnel invest indirectly in the Funds and therefore participate indirectly in investments made by the Funds in which they invest. Such interests will vary depending upon the Funds. The existence of these varying circumstances presents conflicts of interest in determining how much, if any, of certain investment opportunities to offer to the Funds. A conflict also arises in allocating an investment opportunity if the potential investment target could be acquired by either a Fund or a portfolio company of another Fund. In making such an allocation determination, Pamlico will consider one or more of the factors set forth above and will make a determination in its good faith discretion. Pamlico also reserves the right to make independent decisions regarding recommendations of when a Fund should purchase and sell investments. There can be no assurance that a Fund and other Funds will dispose of investments at the same time and on the same terms. As a result, a Fund may be purchasing an investment at a time when another Fund is selling the same or a similar investment, or vice versa. A Fund may invest in opportunities that another Fund has declined, and likewise, the Fund may decline to invest in opportunities in which another Fund has invested. A conflict of interest could arise in Pamlico’s determination of whether certain costs or expenses that are incurred in connection with the investments or operation of a Fund are investment or operational expenses for which the Fund or a portfolio company is responsible or are expenses that should be borne by Pamlico or another party. Each Fund will be reliant on the determinations of Pamlico with regard to the allocation of investment expenses and any common organizational or operating expenses as between a Fund, any alternative investment vehicle, parallel fund or other vehicle, any other entity managed by Pamlico, any co-investors, and any portfolio company. Where an expense is incurred that is for the benefit of or otherwise relates to multiple Funds or other entities (e.g., insurance expenses and the cost of holding joint annual meetings for investors), Pamlico will allocate the expense among such entities in good faith and in a manner that Pamlico believes reasonably reflects the benefit obtained by each such Fund or other entity, subject to any applicable terms in Fund governing documents. Expenses specifically incurred in connection with the use of blocker entities and other alternative investment vehicles may, in Pamlico’s discretion, be allocated solely to such vehicles or the investors therein or may be borne by a Fund as general investment expenses, as reasonably determined by Pamlico. Such expenses, and other expenses of

a Fund associated with investments, may also be charged to relevant portfolio companies, which has the effect of such expenses being borne by all investors in the Fund, as well as other owners of such portfolio companies. Expenses to be borne by Pamlico are limited only to those items specifically enumerated in a Fund’s governing documents. A Fund will pay and bear all Fund expenses related to its operations and investment activities. The amount of Fund expenses will be substantial and will reduce the actual returns realized by the limited partners on their investment in the Fund (and will reduce the amount of capital available to be deployed by the Fund in portfolio investments). The Fund may, under certain circumstances, bear broken deal expenses associated with unconsummated transactions in excess of the amount of the Fund’s share of such investment had such investment been consummated (e.g., to cover the portion thereof attributable to any co-investors or other parties that may have invested in an unconsummated investment had it been consummated that do not bear such broken deal expenses), and in such circumstances the amount of expenses borne by the Fund (and allocated to all limited partners, without taking into account any applicable excuse or exclusion of any limited partner) would increase. Any limited partner that would have exercised its right to opt-out of a potential portfolio investment (pursuant to the terms of its side letter or otherwise) would still be required to bear its share of any broken deal expenses associated with such potential portfolio investment in the event it is not consummated. Broken deal expenses may include, among other things, legal, accounting advisory, consulting, expert network or other thirdparty expenses (including amounts payable to the Pamlico Operations Group, Operations Support Providers and other third parties), any travel and travel-related expenses, all fees, costs and expenses of lenders, investment banks and other financing sources in connection with arranging financing for a proposed investment (including commitment fees), any break-up fees, reverse termination fees, topping, termination or other similar fees, costs of negotiating co-investment documentation (including non-disclosure agreements with counterparties), the costs from onboarding (i.e., KYC) investment entities with a financial institution, commitment fees that become payable in connection with a proposed investment, expenses incurred in connection with any tax audit, investigation, settlement or review of a Fund, extraordinary expenses such as litigation costs and judgments and other expenses, and any deposits or down payments of cash or other property which are forfeited in connection with a proposed investment that is not consummated. Pamlico will pay any retainer fees or similar base compensation paid to members of the Advisory Board. They may also pay retainers or other guaranteed fees to (i) search firms engaged to help Pamlico or portfolio companies of the Funds locate or hire portfolio company officers, employees and board members, and (ii) operating professionals, such as interim CFO’s, so that such individuals are readily available to assist portfolio companies. Although Pamlico will generally pay any such retainers, if and when members of the Advisory Board are engaged for specific due diligence or other projects for portfolio companies or to serve as independent board members, and if and when search firms or operating professionals are engaged by portfolio companies, a Fund

and/or such portfolio companies are expected to be charged customary fees for such engagements, which fees shall be comparable to fees that would otherwise be paid to other third parties for such services, as reasonably determined by Pamlico. Such practices raise certain conflicts of interest insofar as such compensation will be in addition to any retainer fees or similar base compensation paid by Pamlico and will not offset management fees payable by a Fund and in many cases will actually reduce the amount of any retainers or other guaranteed fees paid by Pamlico on a prospective or retroactive basis. Section 206 under the Advisers Act regulates principal transactions among an investment adviser and its affiliates, on the one hand, and the clients thereof, on the other hand. Very generally, if an investment adviser or an affiliate thereof proposes to purchase a security from, or sell a security to, a client (what is commonly referred to as a “principal transaction”), the investment adviser must make certain disclosures to the client of the terms of the proposed transaction and obtain the client’s consent to the transaction. Pamlico has established certain policies and procedures to comply with the requirements of the Advisers Act as they relate to principal transactions, including that disclosures required by Section 206 of the Advisers Act be made to the applicable clients regarding any proposed principal transactions and that any required prior consent to the transaction be received, in accordance with any applicable terms of a Fund’s governing documents. In certain cases, Pamlico will cause a Fund to purchase investments from another Fund, or Pamlico will cause the Fund to sell investments to another Fund. Such transactions create conflicts of interest because, by not exposing such buy and sell transactions to market forces, a Fund may not receive the best price otherwise possible, or Pamlico might have an incentive to improve the performance of a Fund selling underperforming assets to another Fund, in order, for example, to earn fees. Additionally, in connection with such transactions, Pamlico and/or its professionals (i) will from time to time have significant investments, or intentions to invest, in a Fund that is selling and/or purchasing such an investment or (ii) will otherwise have a direct or indirect interest in the investment (such as through certain other participations in the investment). Pamlico receives management or other fees in connection with its management of the Funds involved in such a transaction, Pamlico is generally entitled to share in the investment profits of the relevant Funds.

assessment that takes into account the full range and quality of a broker-dealer or investment banker’s services and is satisfied by obtaining the most advantageous overall terms for the Fund(s) when weighing all factors relevant to the transaction. Best execution is therefore not necessarily determined by lowest possible commission rates. Whether for private or public securities transactions, Pamlico Capital selects a broker-dealer or investment banker based on Pamlico Capital’s judgment regarding a variety of factors, including but not limited to: Pamlico Capital’s prior experience in working with the broker-dealer or investment banker; the broker-dealer or investment banker’s execution capability, financial responsibility, reputation and expertise within the industry; the broker-dealer or investment banker’s responsiveness to the Firm; the broker-dealer or investment banker’s expertise in dealing with investments that are restrictive or illiquid in nature; the type and size of the transaction involved; the value of any research services providers; and the commission rates, among other factors. Although Pamlico Capital generally seeks competitive commission rates, it will not necessarily pay the lowest commission or commission equivalent, especially in private securities transactions that rely heavily on the specialty services or experience of a broker-dealer or investment banker that operate outside of a competitive bidding environment. Transactions that involve such specialized services on the part of the broker-dealer or investment banker can thereby entail higher commissions, or their equivalents, than would be the case with other transactions requiring more routine services.

At least two of our partners also meet at least semi-annually with the limited partner advisory committees of the Pamlico Funds to provide investors with an update of portfolio company events, Fund performance, and valuation processes and decisioning. On a quarterly basis, we issue written reports for each Pamlico Fund that include updates for each portfolio company and financial statements for the Fund. We provide these reports to all of the investors in each Pamlico Fund. Unaudited quarterly financial statements are issued within 45 days of a quarter end for the first three quarters of the calendar year and within 60 days after year end. Audited financial statements are also issued to investors within 90 days of year end. In addition, Pamlico provides investors with written and verbal portfolio updates through quarterly

letters, annual investor meetings/presentations, and other material provided through a web-based reporting application specifically designed to keep investors informed.

We hold cash and cash equivalents of each Pamlico Fund in separate bank or brokerage accounts and, when applicable, we would hold a Fund’s public securities in a separate brokerage account. No Pamlico Fund currently holds any public securities, nor did they for the year being reported. The security holdings of each Pamlico Fund are reported to investors on a quarterly basis as part of the Fund’s financial statements, and such holdings are subject to audit confirmation on an annual basis by our independent accounting firm. Because we provide audited financial statements for each Pamlico Fund to investors within 90 days of each calendar year end, investors do not receive reports directly from Pamlico Capital’s qualified custodians.

In determining what is in the best interest of a Fund, we would be sure to act in conformity with any applicable requirements of the Fund’s governing documents and might consult with, or seek approval of the voting decision from, the Fund’s limited partner advisory committee, if necessary. Any of our clients or investors are able to obtain a copy of our written proxy voting policies and procedures upon request by contacting the chief compliance officer as follows: Pamlico Capital Management, LP Attention: Tracey Chaffin 150 N. College Street, Suite 2400 Charlotte, NC 28202