Pontem Investment Management Company

Item 5 – Fees and Compensation

Management Fee
The Firm charges a management fee (“Management Fee”) based on each investor’s deployed
capital. The fee is paid quarterly in advance.
Asset Service Charge
The Funds may pay an annual asset service charge (“Asset Service Charge”) to the Firm for ongoing
servicing, oversight, and operational support of the Fund’s portfolio investments.
Performance-Based Fee
The General Partner is also generally entitled to receive a carried interest allocation from each Fund
after certain performance hurdles are met, as further described in the Fund’s Governing Documents.
Such carried interest represents a portion of each Fund’s net investment profit.
Fund Expenses
Fund expenses include all costs incurred in identifying, evaluating, acquiring, disposing of, and
maintaining Portfolio Investments, including associated transaction expenses, whether or not a
transaction is ultimately completed. The Fund also bears general operating expenses, such as fees
and costs for legal, accounting, consulting, and other professional service providers that are not
directly tied to a specific investment or financing. The Fund may also incur supplemental expenses,
which are subject to defined approval thresholds. Any individual supplemental expense exceeding
$50,000, or aggregate supplemental expenses exceeding $150,000 in a fiscal year, require
additional review and approval. Limited Partners are not required to fund these excess amounts
through additional capital contributions; instead, if approved, such expenses are paid solely from
the Fund’s available cash flow. In addition, the Fund covers the costs of hedging activities designed

to manage risk, provided such activities are approved by the limited partner advisory committee
(“LPAC”) or conducted in accordance with an approved hedging policy that is reviewed
periodically. The Fund is also responsible for its organizational and administrative expenses,
including costs incurred in connection with its formation, structure, and ongoing operations, as well
as those of any related fund vehicles. Finally, the Fund pays any applicable taxes, fees, and other
governmental charges imposed on its income, assets, or operations (other than those specifically
attributable to individual investors).

Current and prospective investors are encouraged to review Fund Governing Documents for
a full description of expenses that may be incurred by each Fund.

Item 7 – Types of Clients

The Firm’s clients are the Funds. The Limited Partners in the Funds generally include investment
firms, family offices, and high net worth individuals.