HighPost Capital LLC

Item	5:							 Fees	and	Compensation

    Generally, each Fund pays the Company an annual management fee in exchange for investment
    advisory services that is generally equal to either: a fixed percentage of the Fund’s total
    committed capital during the Fund’s investment period and a fixed percentage of the Fund’s
    actively invested capital thereafter; or a specified percentage of the Fund’s total committed
    capital throughout the Fund’s existence, but the amount of which steps down annually until
    a specified percentage floor is reached. However, certain co-investment Funds sponsored by
    the Company or an affiliate thereof may not pay management fees in relation to some or all
    of the investors in such Funds. The general partner of a Fund generally makes capital calls
    on Fund investors for the amount of the Company’s management fees and pays the amounts
    received to the Company. In addition to the management fees described above, the general
    partner ofeach Fund (or an affiliate thereof (including the Company itself)) also is entitled to

receive a carried interest allocation from such Fund after certainperformance hurdles have
been met, as further described in the applicable Fund’s GoverningDocuments. Such carried
interest represents a portion of each Fund’s net investment profits.The management fee and
carried interest are generally subject to waiver or reduction by theapplicable general partner
with respect to some or all of a Fund’s limited partners in the Company’s sole discretion.
Prospective investors should refer to each Fund’s Governing Documents for additional
details on the management fees and carried interest payable by each Fund.

The Funds bear all costs and expenses incurred in connection with the organization of the
applicable Fund and general partner entities, and, as applicable, the Company and its
respective affiliates (including, without limitation, any holding vehicles of any of the
foregoing), including third party legal and accounting fees, printing costs, travel (at rates not
exceeding a first-class equivalent fare) and out-of-pocket expenses, and all costs and
expenses incurred in connection with the offering of applicable Fund interests (but excluding
any placement fees) up to a maximum cap specified in the Fund’s Governing Documents.
Organizational Expenses in excess of this amount, and any placement fees, will be paid by the
Fund but borne by the Manager through a one hundred percent (100%) offset against the
Management Fee.

In addition, each Fund is responsible for all expenses relating to its own operations, including
(i) fees, costs and expenses related to the discovery, evaluation, purchase, holding,
development, management, monitoring and sale of investments, including, without
limitation, travel, accommodation, meal and entertainment expenses related to such
investments or prospective investments, syndication fees, bank charges, closing and
execution costs, sales commissions, appraisal and valuation fees and taxes, principal, interest,
(ii) fees, costs and expenses and other amounts payable relating to financings, (iii) fees, costs
and expenses relating to third-party services, including custody, legal, accounting, consulting,
investment banking, administrative, tax, audit, depositary, safekeeping and other
professional costs, including those provided by affiliates of an applicable general partner or
the Company, (iv) any insurance or indemnity expenses (including the cost of premiums with
respect to any directors and officers or similar insurance for the employees of the Company),
(v) fees, costs and expenses relating to such Fund’s administration (including administrative
services provided by affiliates of the applicable general partner or the Company), including
preparation of its financial statements and reports to investors, (vi) fees, costs and expenses
relating to meetings of investors, (vii) fees, costs and expenses relating to an advisory
committee, including out-of-pocket expenses of its members, (viii) any taxes, fees or other
governmental charges levied against such Fund, (ix) fees, costs and expenses relating to
unconsummated transactions, including, without limitation, the fees, costs and expenses
described above, and including amounts that would otherwise have been borne directly or
indirectly by potential co-investors were such transactions consummated, (x) fees, costs and
expenses related to the dissolution and winding up of such Fund, (xi) fees, costs and expenses
incurred in connection with any restructuring or amendments to the constituent documents
of such Fund, (xii) expenses relating to defaults by investors in the payment of capital
contributions, (xii) fees, costs and expenses (and damages) incurred in connection with such
Fund’s activities related to regulation, litigation, government inquiries, investigations,
proceedings or compliance with applicable law, in each case related to such Fund or its
investments, (xiv) expenses of the applicable general partner and the Company related to the
preparation and filing of Form PF, (xv) fees, costs and expenses relating to compliance or
filings related to the European Alternative Investment Fund Managers Directive or the
European Union General Data Protection Regulations, (xvi) fees, costs and expenses relating
to complying with the reporting requirements of Sections 1471 through 1474 of the Code and
certain regulations and other administrative guidance thereunder, or similar regulations and

administrative requirements in other jurisdictions, and expenses related to compliance with
filings under other applicable laws, rules and regulations, and (xviii) fees, costs and expenses
incurred in connection with administering side letters entered into with investors, including
the distribution and implementation of any applicable elections pursuant to “most-favored
nation” or similar clauses.
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Item	7:	        Types	of	Clients
    The Company’s clients are primarily the Funds. The investors in the Funds generally include
    endowments, foundations, public and private pension funds, funds-of-funds, U.S. and non-U.S.
    institutional investors, family offices, and high net worth individual investors. However, as
    noted in Item	 4	 (“Advisory	 Business”) the Company also advises the accounts of one co-
    investor, which is a Trust, which elected to make its co-investments directly.