Pondera Holdings LLC

Item 5 – Fees and Compensation

Fund Fees. The fees to be paid to Pondera (and/or its affiliates) by each Fund will be
separately negotiated with each Fund entity, but generally will include (i) a periodic asset-
based management fee, equal to a specified percentage of earnings generated by the
underlying Operating Company (e.g. percentage of adjusted EBITDA), and/or (ii) a
performance-based distribution, or “carried interest,” based on a hurdle system, which may
vary across Funds, as described in “Performance-Based Fees and Side-by-Side
Management” below. However, the specific compensation payable to Pondera with
respect to a particular Fund will be separately negotiated and tailored with respect to the
underlying investment opportunity and may vary significantly between Funds. The
calculation, timing and amount such compensation, as well as any adjustments to be made
to such amounts, will be agreed upon by the Fund and Pondera, and set out in the
investment management agreement between the Fund and Pondera (in the case of any
management fee) and in the Fund’s governing documents (in the case of any carried

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interest).

Pondera generally may waive, modify or reduce the management fee with respect to any
investor or class of investors in a Fund, including Pondera’s affiliates or employees.

Management fees will be paid by the underlying Operating Company, which are typically
5% of adjusted EBITDA.

Pondera’s fee schedule is omitted because this Brochure is only being delivered to qualified
purchasers as defined in the Investment Company Act of 1940, as amended.

Investors and prospective investors should carefully review the organizational and
subscription documents of the applicable Fund for further information about the fees
charged to investors. Such documents are available only to prospective investors who
are eligible to invest in such Funds, as determined in the sole discretion of Pondera.

Transaction and Other Fees and Compensation. In connection with the investments
made by the Funds, various transaction and other fees may be paid to Pondera or one or
more of its affiliates by the Operating Companies in which the Funds invest, or by other
third parties. Such fees include consulting or monitoring fees, investment banking fees,
breakup fees, directors’ fees, closing fees, transaction fees and similar fees. In particular,
it is expected that Pondera will receive consulting fees from the Operating Companies in
which the Funds invest in relation to management consulting services provided by Pondera
and its personnel to the Operating Companies and their management personnel. The receipt
of fees and other compensation by Pondera and its affiliates in connection with investments
made by Pondera’s clients creates a potential conflict of interest, as it could be seen as
providing an incentive for Pondera to cause its clients to make investments they would not
otherwise make, or for structuring investments for the purpose of helping Pondera and/or
its affiliates obtain fee compensation at the expense of the deal terms and/or investment
returns accorded to Pondera’s clients. The terms governing the payment of any such fees
to Pondera or its affiliates, including any applicable caps, fee offsets or other limitations or
conditions on such payments, may vary and will be subject to the terms agreed with the
investors in a particular Fund, as described in the governing documents and subscription
materials for the Fund.

Portfolio companies generally reimburse Pondera for certain expenses, such as those
related to board meetings or other portfolio company matters, including, without
limitation, travel expenses (including first-class travel, including any private travel that is
initiated and approved by, and in the discretion of, portfolio company management, travel
agent fees, lodging and accommodations, meals, ground transportation and entertainment
expenses (including, as applicable, closing dinners and mementos, car service, rental cars
and meals, social and entertainment events with portfolio company management,
customers, clients, borrowers, brokers and service providers), expenses relating to
meetings or other events (to the extent such programs, meetings or events are attended by
portfolio company personnel), and similar out-of-pocket expenses, incurred by Pondera
in connection with its performance of services for such portfolio company. Additionally,

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Pondera, its affiliates and its personnel, may, from time to time, receive benefits such as
gifts, entertainment or discounts from direct or indirect service providers to,
counterparties of and portfolio companies of clients. Such benefits have the potential to
create conflicts of interest in the selection and retention of service providers and
counterparties and the acquisition and disposition of investments.

Other Expenses. Each Fund may incur other expenses in connection with Pondera’s
advisory services and may bear legal, organizational and offering expenses in connection
with its formation and initial closing and the acquisition of its investments, which may be
borne indirectly by its investors. The expenses to be borne by each Fund will be subject to
the terms and conditions of the applicable Fund’s governing and subscription documents,
and are expected to include (but are not necessarily limited to): (i) fees, costs and expenses
related to or arising from (A) the sourcing, investigation, development, acquisition or
consummation, ownership, maintenance, monitoring, hedging or disposition of the
...

Item 7 – Types of Clients

Pondera provides discretionary investment advisory services to certain privately offered
pooled investment vehicles, the Funds, as described in Item 4. Investment advice is
provided directly to the Funds and not individually to the Fund investors.

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Interests in the Funds will be offered privately to a limited number of sophisticated
investors, including institutional investors, pooled investment vehicles, privately-owned
businesses, trusts, family offices and high net worth investors. The investment terms
applicable to each Fund will be subject to customization and negotiation based on various
factors, including (without limitation) the size and structure of the underlying investment
opportunity, the estimated time horizon for the investment, the available investment
capacity and sources of financing, specific eligibility conditions or restrictions upon
investors, and other considerations. However, Fund investors generally must qualify as
(i) “accredited investors,” within the meaning of Rule 501 of Regulation D under the
Securities Act of 1933, as amended, and (ii) for Funds launched after Pondera is registered
as an investment adviser, “qualified clients,” within the meaning of Rule 205-3 under the
Investment Advisers Act of 1940, as amended.