Main Post Partners LP

Item 5. Fees and Compensation

The Firm or its affiliates generally receive Advisory Fees and Carried Interest (each as defined
below) or similar performance-based remuneration from the Funds. A Fund, and/or its portfolio

companies may also make other payments to the Firm or its affiliates for services provided by
the Firm to the portfolio companies which, in certain circumstances, may reduce the Advisory
Fees payable to the Firm. Additionally, consistent with the Organizational Documents of each
Fund, the Fund typically bears certain out-of-pocket expenses incurred by the Firm in
connection with the services provided to the Fund and/or the portfolio companies. Further details
about certain common fees and expenses are set forth in more detail below.

Advisory Fees

As compensation for investment supervisory services rendered to the Funds, the Adviser
receives from each such Fund an advisory fee (each, an “Advisory Fee”) typically calculated
based on committed capital or remaining invested capital, with respect to such Fund. Advisory
Fees may be reduced during the life of a Fund. Advisory Fees paid by a Fund may also be
reduced by other fees or compensation received by the Adviser or its affiliates that relate to such
Fund’s activities and investments, or by certain organizational or other expenses borne by such
Fund, as described in more detail below. Advisory Fees paid by a Fund are indirectly borne by
investors in such Fund.

Advisory Fees billed to and received from the Funds are payable quarterly in advance.

The precise amount of, and the manner and calculation of, the Advisory Fees for each Fund are
set forth in such Fund’s Advisory Agreement and/or the Organizational Documents received by
each investor prior to investment in such Fund. The Advisory Fees and other fees and
distributions described herein are generally subject to modification, waiver or reduction by the
Adviser in its sole discretion, both voluntarily and on a negotiated basis with selected investors
via side letter and other arrangements, which may not be disclosed to other investors in the same
Fund. The fee structures described herein may be modified from time to time. Fees may differ
from one Fund to another, as well as among investors in the same Fund.

The Advisory Fees paid by a Fund will generally be reduced by a percentage of: (1) the amount
of fees paid by such Fund to persons acting as a placement agent in connection with the offer
and sale of interests in such Fund to certain potential investors, (2) the fees incurred by the
Adviser in connection with the organization of such Fund and paid for by the fund that exceed
a limit specified in such Fund’s Organizational Documents and/or (3) certain Other Fees (as
defined below) received by the Adviser or its affiliates. The amount and manner of such
reduction, if any, is set forth in the Advisory Agreement and/or Organizational Documents of
the applicable Fund. As some Funds do not pay Advisory Fees, any such reduction will not
benefit such Funds. Generally, the portion of Other Fees allocable to capital invested by a Fund,
co-investment vehicle or third-party investor that does not pay Advisory Fees or to capital
committed by a Fund investor that does not pay Advisory Fees will be retained by the Adviser
and such amounts will not offset any Advisory Fee.

In addition, the Adviser may waive or reduce all or a portion of the Advisory Fee paid by a Fund
in full or partial satisfaction of any obligation of the Adviser and certain employees and affiliates
of the Adviser to invest in such Fund, which could result in acceleration of investor capital
contributions. Waived or reduced Advisory Fees may not be subject to various offsets or the

reductions described above. Due to waived or reduced Advisory Fees and/or the timing of
receipt of compensation subject to offsets, Fund investors may not receive the full benefit of
reductions or offsets (e.g., during periods when the Adviser no longer receives Advisory Fees
and receives compensation that would otherwise be subject to offset, the Adviser, depending on
certain elections that may be made by Fund investors, may be entitled to retain such
compensation without remitting any such amounts to the applicable Fund or its investments).

Upon termination of an Advisory Agreement, Advisory Fees that have been prepaid are
generally returned on a prorated basis.

Other Fees

Fees Payable by the Portfolio Companies

In addition to the Advisory Fees and Carried Interest, the Adviser and its affiliates from time to
time receive a variety of other cash, equity and other non-cash fees relating to the investment
activities of a Fund, its portfolio companies and prospective portfolio companies including
transaction fees, monitoring fees, director fees, financial advisory fees, organization and
financing fees, operational fees, commitment fees, break-up and topping fees, divestment fees,
termination fees, project fees, fees relating to the arrangement of acquisitions or other financial
restructuring, investment banking fees, fees relating to credit origination, loan syndication, loan
serving and/or other types of management consulting and other similar operational and financial
matters and/or other fees and annual retainers from, or with respect to, the portfolio companies
and prospective portfolio companies (collectively with the other fees described in this section,
“Other Fees”). The amount and timing of Other Fees received by the Adviser or its affiliates are
generally specified in the agreement or other documentation governing the applicable
transaction.

As noted above, the Adviser and its affiliates receive “monitoring fees” pursuant to monitoring
agreements with portfolio companies of the Funds governing the advice, consultation and other
similar ongoing services provided by the Adviser to such portfolio companies. The terms of a
monitoring agreement may include (among other things) annual automatic renewals, the
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Item 7. Types of Clients

The Adviser currently provides investment supervisory services to the Funds. Investment advice
is provided directly to the Funds (subject to the direction and control of the general partner of

each such Fund, if applicable) and not individually to investors in such Fund.

Interests in the Funds are offered pursuant to applicable exemptions from registration under the
Securities Act and the 1940 Act. Investors in the Funds are generally “qualified purchasers” as
defined in the 1940 Act, and may include, among others, high net worth individuals, banks,
thrift institutions, pension and profit-sharing plans, trusts, estates, charitable organizations,
university endowments, corporations, limited partnerships and limited liability companies or
other entities.

The Adviser does not have a minimum size for a Fund, but minimum investment commitments
may be established for investors in the Funds. The general partner of each Fund may in its sole
discretion permit investments below the minimum amounts set forth in the Organizational
Documents of such Fund.