Post Road Group LLC

Item 5 Fees and Compensation

Post Road’s revenue is primarily derived from investment management fees and performance-based
compensation (promote allocations, and incentive/performance fees). Post Road and its Affiliates also earn
additional fees for the provision of other services such as origination fees, acquisition fees, property
management fees, draw management fees, application fees and administrative agent fees, as disclosed in
each Client’s Governing Documents. While a general description of these fees is provided below, specific
terms of these arrangements are detailed in the Governing Documents for each Client. Post Road
management fees vary by Client, as described in detail below, and are payable either monthly or quarterly,
in advance or in arrears, depending on the Client. In general, and as stated in the Governing Documents,
fees paid in advance are not refunded. Furthermore, Post Road waives management fees for its own
individual partners and employees and reserves the right to waive or reduce fees for certain investors in
Post Road’s sole discretion.

Post Road or its Affiliates charge borrowers / counterparties origination fees, monitoring fees, amendment
fees, servicing fees, administrative fees, draw management fees, application fees and other similar fees.
The fees charged to borrowers / counterparties differ based on each situation, and are described in detail
below. Additionally, Post Road charges potential borrowers application fees and break-up fees on a case
by case basis. Such fees generally will be offset against the management fee payable by the applicable
Client, to the extent set forth in the applicable Governing Documents.
Post Road and its Affiliates charge performance / incentive fees discussed herein and charge servicing and
administrative fees (subject to the limitations outlined in each Client’s Governing Documents). The
individual partners and employees of Post Road do not pay the Management Fee (defined below) or carried
interest. All fees are negotiated and documented within the Governing Documents. Servicing and
administrative fees (as well as similar such fees) generally will be offset against the management fee
payable by the applicable Client, to the extent set forth in the applicable Governing Documents.

Client Expenses

The Clients, and indirectly investors in the Clients, bear certain other expenses related to their investments
as provided in the Governing Documents. These expenses generally include, but are not limited to expenses
related to, or incurred in connection with, any investment (or proposed investment which is not
consummated) including, without limitation, the fees and expenses of outside counsel, accountants,
consultants, experts and other third party service providers (including, without limitation, third party
valuation and pricing services), third party research expenses, due diligence expenses, investment banking
and finders’ fees, acquisition fees, sourcing fees, appraisal fees, loan servicing fees, asset management fees,
closing fees; expenses related to the negotiation, acquisition, and closing of property financing; costs related
to formation agreements; out-of-pocket and overhead expenses incurred in pursuing investments, including
travel, lodging, meals and entertainment; expenses related to the offering and sale of interests; expenses
associated with the operation and administration of the Clients including, without limitation, outside counsel,
third party valuation, accounting, audit, tax preparation and other out-of-pocket expenses; costs of financing,
fees and disbursements, financial advisors, accountants, appraisers, brokers and engineers, including travel,
insurance costs (including, without limitation, directors and officers, errors and omissions, fidelity, general
liability and workers compensation insurance costs); indemnification amounts payable to persons entitled to
indemnification under the Governing Documents; all taxes imposed on the Clients; costs and expenses
associated with any litigation, threatened litigation or governmental or regulatory inquiry (including, without
limitation, any judgments, settlements or other amounts paid in connection therewith) and all other
extraordinary expenses; and all other costs and expenses incurred that are authorized by the applicable
Governing Documents.

Management and Promote/Incentive (Performance) Fee

Clients:

Management Fee:

The management fees payable to Post Road vary from Client to Client and could differ from the fees and
compensation payable in respect of any prior or successor Client. Management fees are generally 0-1.50%
assessed annually and charged quarterly on the amount of capitalized investment balance. All investors
should review the Governing Documents of the relevant Client in conjunction with this brochure for
complete information on the fees and compensation payable with respect to that particular Client.

Promote/Incentive Fee:

The general partner or other Post Road affiliated entity of each Client charges performance-based
compensation (promote allocation or incentive fee), described in more detail below, typically subject to a
preferred return and a general partner catch up, equal to a 10-20% share of distributions made to investors
in excess of the amount required to return, on a non-compounded basis, an annual distribution yield equal
to the preferred return. Certain SPVs and Sub-Advised Accounts may have a smaller promote allocation or
incentive fee and may also have multiple return hurdles and do not have a general partner catchup.

Co-Investments:

Management Fee:

In certain cases, for co-investment opportunities initiated by Post Road, management fees are 0%-3% on
the amount of capital invested.

Promote/Incentive Fee:

For co-investment opportunities initiated by Post Road, the general partner is eligible to receive a promote
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Item 7 Types of Clients

Throughout this brochure, “Clients” refers to Funds, SPVs and Sub-Advised Accounts to whom Post Road
provides discretionary and non-discretionary investment advisory services and “investors” refers to
underlying investors in a Client. The Clients’ investors may include, but are not limited to, high net worth
individuals, pension plans (corporate or government), endowments, foundations, sovereign wealth funds,
insurance companies, trusts, estates or charitable organizations, and corporate or business entities.

Certain Clients require minimum commitments from investors as outlined in the relevant Client’s
Governing Documents; however, Post Road maintains discretion to waive such minimums.

Investors in the Clients must meet certain suitability qualifications, such as being “accredited investors”,
“qualified purchasers” or “knowledgeable employees” within the meaning set forth in Rule 501(a) of
Regulation D under the Securities Act and as defined by the Investment Company Act and the rules
thereunder, respectively. Moreover, each investor in a Client must generally be a “qualified client,”
pursuant to Rule 205-3 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).
Also, investors will typically be required to make certain representations that they (i) are acquiring an
interest for their own account, (ii) received or had access to all information they deem relevant to evaluate
the merits and risks of the prospective investment, and (iii) have the ability to bear the economic risk of
an investment in the Client. Details concerning applicable investor suitability criteria are set forth in the
respective Governing Documents and subscription materials which are furnished to each investor.
Post Road and the Clients will from time to time enter into separate agreements, commonly referred to as
“side letters,” with particular investors in connection with their admission to a Client, without the approval
of any other investor, which have the effect of establishing rights under, or supplementing the terms of, the
applicable agreement with respect to each such investor in a manner more favorable to such investor than
those applicable to other investors. Such right or terms in any such side letter or other similar agreement
may include, without limitation, (i) enhanced reporting obligations of the general partner, (ii) waiver of
certain confidentiality obligations, (iii) consent of the general partner to certain transfers by such investor,
(iv) reduction or alteration of the fee or promote amount or fee or promote structure or (v) rights or terms
necessary in light of particular legal, tax, regulatory or public policy characteristics of an investor.