Potentum Partners LP

Item 5. Fees and Compensation

As discussed above, Direct Private Investment Vehicles are created on case-by-case basis, and the
fee arrangements established for such vehicles vary. In general, Direct Private Investment Vehicles
pay a fixed management fee or a percentage of invested capital, paid quarterly in advance. The
amount and terms of the management fee compensation charged to each Client are determined
through negotiations with the investors of the Direct Private Investment Vehicles at each Direct
Private Investment Vehicle’s inception under the terms of their Organizational Documents. An
affiliate of Potentum Partners, such as the respective general partner of each Direct Private
Investment Vehicle (each, a “General Partner”), will receive a carried interest allocation with
respect to the Direct Private Investment Vehicles, determined through negotiations with the
investor of the Direct Private Investment Vehicles at each Direct Private Investment Vehicle’s
inception under the terms of their Organizational Documents. Further disclosure and conflicts
surrounding the carried interest allocation as a performance-based fee is detailed in Item 6 of this
Brochure.
Potentum Partners may choose to reduce or waive management and, as applicable, carried interest
fees for certain investors such as employees, affiliates of the General Partners, the management
team of the underlying portfolio company, and any strategic co-investors/partners.
The General Partner receives an investment management fee from the Private Funds as further
described in the Private Funds’ Governing Documents. An annual investment management fee is
charged quarterly based on committed capital during the investment period. Thereafter, the
investment management fee is calculated based on invested capital. Investment management fees
may be reduced or waived at the discretion of the General Partner.
In addition to paying management fees and/or trustee fees and carried interest, the Direct Private
Investment Vehicles, or in certain instances, companies in which they invest, also pay or reimburse
Potentum Partners for expenses relating to the Direct Private Investment Vehicles in connection
with: (i) organizational expenses (which, in some cases, may be subject to an expense cap as set
forth in the Organizational Documents), (ii) operating expenses, including: taxes or government
charges, all third-party costs and expenses incurred in connection with acquiring, holding,
restructuring, monitoring and disposing of the underlying portfolio company; litigation,
investigation, proceeding or audit, and any threatened litigation, investigation, proceedings or
audit; legal, consulting, custodial, financing, bookkeeping, auditing and accounting services
(including, without limitation, fees paid to any administrator and expenses associated with the
preparation and distribution financial statements, reports, tax returns and Schedule K-1s);
premiums for liability insurance (including, without limitation, cybersecurity insurance);
investment disposition expenses (whether or not consummated); expenses incurred in connection
with the managed distribution of marketable securities; liquidation expenses; expenses incurred
in connection with communications with investors, including annual or other meetings of
investors, whether individually or as a group (including travel expenses, which include costs of
meals, lodging and transportation, including the cost of first-class commercial air travel); audit
fees; fees and expenses in relation to custody of Partnership assets; fees and expenses
incurred in maintaining appropriate security (including, without limitation, cybersecurity)

measures; all costs and expenses relating to compliance with applicable law, including costs
and expenses in connection with custody, security counts; and all other ordinary operating
expenses, or non-recurring or extraordinary expenses attributable to the activities and
operations of the Direct Private Investment Vehicles.
As further set forth in the Governing Documents, the Private Funds are responsible for
organizational, operational, and investment expenses. Organizational expenses include all costs
and expenses associated with the formation of the Private Funds, including legal, accounting,
printing, travel and out of pocket expenses. Investment expenses include all out-of-pocket due
diligence and expenses paid by the General Partner relating to Portfolio Fund investments,
including, without limitation, any legal, financial, accounting (including fund administration and
annual financial audits), reasonable travel expenses, and financing fees.
Management fees received by the General Partner do not include the investment management fees,
carried interest, and expenses for underlying investment managers (i.e., Portfolio Funds). Such
fees and expenses, as well as any withholding taxes payable and required to be withheld by issuers,
their agents or others will reduce the assets held in (and gross return experienced by) relevant
Private Fund Clients’ accounts.

Item 7. Types of Clients

Potentum Partners offers investment advisory services to the Funds and to sophisticated and
institutional investors. Potentum Partners generally works with prospective investors in
determining the size of the investment for new Direct Private Investment Vehicles. The Adviser
may establish or waive any investment minimums, in its sole discretion.