Sixth Street Advisers LLC

ITEM 5 – FEES AND COMPENSATION

Fees Generally. We establish and negotiate with investors in the applicable Fund the precise amount of, and the
manner and calculation of, the advisory fees for the Fund (which in other contexts we commonly refer to as
“management fees”). Such Fund’s Advisory Agreement, organizational documents, offering documents, indenture
and/or other documentation, which we refer to collectively as, together with any applicable side letters, the “Governing
Documents,” set forth the precise amount of, and/or the method of calculation of, the advisory fees. In particular,
advisory fees payable by the Funds are generally calculated (and in some cases also apply different fee rates) based
on one or a combination of different metrics, including a Fund’s capital commitments (or unused capital
commitments), actively invested capital contributions, net assets or gross assets (inclusive of leverage), including on
an unrealized basis, performance by reference to a specified benchmark rate (for example, a market index or composite
of multiple market indexes), as well as other metrics that we may agree with investors from time to time, and generally
depend, in particular, on the strategy of the relevant Fund. However, these metrics nonetheless differ significantly
across the Funds, including among Funds that pursue similar or overlapping strategies. In addition, the method of
calculation of advisory fees generally vary during the term of the relevant Fund. Please see “Item 11 – Code of Ethics,
Participation or Interest in Client Transactions and Personal Trading” for a description certain conflicts of interest
that may arise as a result of the different bases on which advisory fees are calculated across our Funds, and for a
description of the side letter agreements that we enter into with certain investors in Funds and other arrangements
(including broader strategic relationships) that we enter into with investors in their capacities as investors across
multiple Funds or Related Funds or in light of their overall relationship with Sixth Street more broadly (rather than in
connection with an investment in one or more particular Funds), in each case that provide such investors with

customized terms, including with respect to reduced advisory fees. For example, a broader strategic relationship
entitles an investor in certain Funds to discounted, rebated or otherwise reduced (including to zero) carried interest
and advisory fee rates (or, in certain cases, either carried interest or advisory fee rates) if such investor makes or
maintains aggregate capital commitments to the Funds in excess of a certain threshold or makes co-investments below
a certain threshold. See “Conflicts Arising from Customized Terms Provided to Certain Investors” below for
additional information.

We generally charge advisory fees to the Funds and such fees paid by a Fund are indirectly borne by its investors.
Such advisory fees may be funded by drawdowns under a Fund’s subscription credit facility, from capital calls from
investors, or deducted directly from proceeds of a Fund otherwise distributable to investors, and are generally payable
quarterly in advance. The terms applicable to the relevant Fund typically do not contemplate repayments of fees to
the extent that our services terminate (or an investor withdraws or redeems its interests in such Fund) prior to the end
of the relevant payment period, although the amount of any advisory fee may be prorated for periods of less than a
full billing cycle at the beginning or end of our provision of investment advisory services. The Funds’ Governing
Documents typically provide for the payment of advisory fees in advance and we generally charge such advisory fees
in advance of the beginning of a calendar quarter based on an estimate of unused capital commitments, actively
invested capital contributions, net assets, gross assets and/or other applicable metrics for such quarter, which could
result in us receiving the benefit of excess advisory fees (potentially material) for a certain period of time. In this
circumstance, advisory fees would be subsequently trued-up to reflect the applicable metrics as of the first day of such
calendar quarter (but shall not be adjusted for increases or decreases in actively invested capital contributions, net
assets, gross assets and/or other applicable metrics, as applicable, that occur thereafter). Certain Funds provide for
advisory fee discounts to certain investors, which are generally related to the timing of the making of commitments to
the relevant Fund or the size of the commitment to the relevant Fund, but certain discounts set forth in the Governing
Documents are also dependent on the making of capital commitments to other Funds. See “Conflicts Arising from
Customized Terms Provided to Certain Investors” for discussion of other preferential terms.

The collateral management fees for certain Funds, namely the CLOs sponsored and managed by the Public Markets
Platform (“Sixth Street-managed CLOs”), accrue quarterly and are payable in arrears only to the extent that funds are
available in accordance with the priority of payments described in a Sixth Street-managed CLO’s indenture.

Certain investors in a Fund, including, for example, the Fund’s general partner, its affiliates (including our employees)
and certain “friends and family,” pay reduced or no advisory fees at our discretion (though these investors generally
pay their pro rata share of certain Fund expenses). In addition, certain Funds (for example, as is typically the case for
Co-Investment Vehicles) do not pay any advisory fees.

Please see “Item 6 – Performance-Based Fees and Side-by-Side Management” for information regarding performance-
based compensation.

Conflicts Relating to Fee Structure and Carried Interest

Certain Funds have fixed investment periods after which capital is only permitted to be drawn down in limited
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