Post Capital Management LLC

Item 5. Fees and Compensation

The relationship between Post and its clients is governed by investment advisory agreements and/or other
client constituent documents, as applicable. Post charges each Fund a management fee that is generally
payable in advance and is specified in the Governing Documents of each Fund. Generally, as described in
the relevant Fund Governing Documents, management fees are initially calculated as 2% per annum of

committed capital of each Fund. Thereafter, management fees are generally calculated as 2% per annum
of investments held by each Fund (i.e., invested capital). In addition, the management fee otherwise payable
to Post will typically be reduced (but not below zero) for the Funds by an amount equal to 50% of any: (i)
net fees received by Post in connection with the acquisition of a portfolio company; (ii) net directors’ and
similar fees paid to Post by portfolio companies in which the Fund has an investment; and (iii) net break-
up or similar fees paid to the Adviser during the commitment period. The management fees and other fees
and distributions described above are generally subject to waiver or reduction by Post in its sole discretion,
both voluntarily and on a negotiated basis with selected investors. Fees may differ from one Fund to
another, as well as among investors in the same Fund. In particular, the management fee for certain limited
partners in the Funds who are employees of Post, or family members of such employees, or other strategic
investors may be waived at Post’s discretion. Management fees are paid semi-annually, partially in advance
and partially in arrears and are deducted from the Funds’ account(s).

Post and its affiliates may perform management, advisory, financial advisory and other services (“Related
Services”) for, and receive fees from, actual or prospective portfolio companies or other investment vehicles
of the Funds, including fees in connection with mergers, acquisitions, add-on acquisitions, refinancings,
public offerings, sales and similar transactions. Although these fees are in addition to management fees,
Post generally will reduce the amount of management fees paid by the applicable Fund in connection with
the receipt of such fees by an amount and manner as set forth in the Governing Documents of the applicable
Fund. Additionally, a portfolio company may reimburse Post for expenses (including without limitation
travel expenses) incurred by Post in connection with its performance of services for such portfolio company,
and such reimbursements are not subject to the offset arrangements described above.

The Funds will pay all other expenses attributable to the activities of the Funds including without limitation:
(i) the organization of any parallel partnerships or holding vehicles, including documentation related
thereto; (ii) the management fee; (iii) all expenses, costs and liabilities incurred in connection with the
evaluation, making, sale, proposed sale, other disposition or valuation of actual or proposed portfolio
investments and temporary investments for the Funds, whether or not consummated (including, but not
limited to, private placement fees, sales commissions, appraisal fees, taxes, brokerage fees, underwriting
commissions, legal, accounting, audit, investment banking, consulting, information services and due
diligence fees and expenses and other fees and expenses in connection therewith, to the extent not subject
to reimbursement from third parties); (iv) costs and liabilities incurred in connection with litigation,
regulatory costs and expenses or other extraordinary events, director and officer liability and other insurance
and indemnity expenses; (v) all taxes, fees and other governmental charges payable by the Funds, expenses
incidental to the transfer, servicing and accounting for the Fund’s cash and securities, including all charges
of depositories and custodians, and all expenses incurred by the general partner in its capacity as the Fund’s
tax matters partner; (vi) communications expenses; (vii) all expenses and costs associated with meetings of
the limited partners; (viii) all expenses and costs of the advisory board; (ix) expenses and costs of
subsidiaries or other affiliated entities created to facilitate investment by the Funds which otherwise would
be incurred in connection with any portfolio investments or temporary investments; (x) brokerage
commissions, custodial expenses, trustee, appraisal and record keeping fees and other administrative and
investment costs incurred in connection with actual portfolio investments and temporary investments; (xi)
expenses of liquidating the Funds and its subsidiaries; (xii) expenses for transactions that are not
consummated; (xiii) expenses incurred in connection with distributions to limited partners and expenses
relating to defaults by limited partners in the payment of any capital contributions; (xiv) expenses incurred
in connection with the restructuring of or amendment to the Funds’ agreement or related documents, or the
constituent documents of any related entity, including without limitation the general partner or the
investment manager; (xv) expenses incurred in connection with the maintenance of the Funds’ books of
account and the preparation of audited or unaudited financial statements required to implement the
provisions of the Fund limited partnership agreement or by any governmental authority with jurisdiction
over the Funds (including, without limitation, fees and expenses of independent auditors, accountants and

counsel, the costs and expenses of preparing and circulating the reports called for by the partnership
agreement and any fees or imposts of a governmental authority imposed in connection with such books and
records and statements) and other routine administrative expenses of the Funds or its subsidiaries, including,
but not limited to, the cost of the preparation of tax returns, cash management expenses and insurance and
...

Item 7. Types of Clients

As described in Item 4, Post provides portfolio management services to its Funds. The Funds limit their
respective investors to persons who are both “accredited investors” as defined in the Securities Act of 1933
and “qualified clients” and/or “qualified purchasers” as defined in the Investment Company Act of 1940.
The minimum contribution for limited partners into any Fund is generally $2 million, but commitments less
than $2 million can be accepted at the discretion of the respective Fund’s general partner.

Investors in the Funds include a broad range of U.S. and non-U.S. investors, including, among others, high
net worth individuals, family offices, charitable institutions, foundations, endowments, municipalities, trust
programs and other U.S. institutions. In addition, employees and other persons associated with Post and/or
its affiliates are investors in the Funds.

Post also may serve as investment manager for co-investment vehicles that may invest in certain Fund
portfolio companies. Post will select the investors that are permitted to co-invest in a particular portfolio
company in its sole discretion based on various factors. While one or more limited partners in the Funds
may be invited to co-invest in a Fund’s portfolio company, in Post’s sole discretion any or all of a co-
investment opportunity may be offered to investors that are not limited partners in one or more of the Funds.
Post may, in its sole discretion, offer co-investment opportunities to some limited partners in its Funds while
not offering them to other limited partners in its Funds, and may cause some Fund limited partners and/or
other co-investors to bear a management fee and/or Carried Interest while not imposing a management fee
and/or Carried Interest (or imposing a different management fee or Carried Interest) on other Fund limited
partners and/or other co-investors. In Post’s sole discretion, some co-investment vehicles and/or co-investors
may bear all or a portion of certain expenses (e.g., legal and other expenses associated with a portfolio
company investment), while other co-investment vehicles and/or co-investors do not share in such expenses.
In certain cases, co-investment opportunities may include opportunities to invest in Fund portfolio companies
at a time when there is not a corresponding Fund investment or on different terms than any Fund investment.
Some co-investors may also be provided the opportunity to sit, or have a representative sit, on the board of
directors or board of advisers of a portfolio company. Positions on boards of directors or advisers of portfolio
companies may provide such persons with voting rights, access to information and potentially the ability to
influence the operations and decision-making of the portfolio company that are not necessarily available to
other investors. Any board fees received by co-investors are paid by the relevant portfolio company and are
not subject to the fee offset against management fees.

Opportunities to invest in a portfolio company may be made available to any person or entity, including
without limitation strategic investors, lenders, deal sources, other private equity or venture capital firms,
Fund limited partners, other persons or entities affiliated, associated or otherwise known to Post or its
personnel and unrelated third parties. Such opportunities may arise whenever Post has the opportunity for
an investment in an existing or prospective portfolio company and Post determines that all or a portion of
the applicable opportunity is not required to be offered to, or is not appropriate for, a Fund. Such
determinations are based on the provisions of the applicable Fund’s Governing Documents and other factors

as Post may consider in its sole discretion, including those that may be specified from time to time in its
policies on investment allocation.