Steeprock Capital II LLC

ITEM 5 – FEES AND COMPENSATION

Item 5.A   Describe how you are compensated for your advisory services. Provide your
           fee schedule. Disclose whether the fees are negotiable.

           With respect to the Pooled Investment Vehicle, SteepRock receives a
           management fee equal to a percentage of assets under management. The
           management fee that is calculated as a fixed percentage of the performing book
           value of the loans unless a loan goes into default or is deemed to be impaired at
           which point no management fee is paid until the loan is performing. The
           management fee is structured to be payable monthly with the calculation of the
           management fee made in arrears.

           In the Insurance Companies, depending on the account, SteepRock receives a
           management fee equal to a percentage of assets under management on performing
           loans, a portion of the loan origination or extension fees (if applicable).

           In the case of the Joint Venture Vehicles, SteepRock receives an asset
           management fee paid quarterly. For certain Joint Venture Vehicles, SteepRock is
           also entitled to earn a financing fee on the refinanced loan balance. Joint Venture
           Vehicles are also subject to a promote fee after the return of all equity subject to
           a return hurdle.

Item 5.B   Describe whether you deduct fees from clients’ assets or bill clients for fees
           incurred. If clients may select either method, disclose this fact. Explain how
           often you bill clients or deduct your fees.

           With respect to the Pooled Investment Vehicle, SteepRock deducts its
           management fee based on the net performing assets of the Pooled Investment
           Vehicle. Fees are paid, monthly in arrears in the amount of 2.0% per annum
           subject to adjustment for any subsequent intra-quarter additions or distributions.

           The owners of the Insurance Companies choose if they would prefer our fees
           deducted from monthly remittances in arrears or if they would like to be billed
           quarterly in arrears.

           With respect to the Joint Venture Vehicles, such fees are deducted from those
           clients’ assets quarterly should cash flow be sufficient to pay the fee or paid at
           the closing of each investment.
Item 5.C   Describe any other types of fees or expenses clients may pay in connection
           with your advisory services, such as custodian fees or mutual fund expenses.
           Disclose that clients will incur brokerage and other transaction costs, and
           direct clients to the section(s) of your brochure that discuss brokerage.

           The Pooled Investment Vehicle to which SteepRock provides advisory services
           will pay all costs and expenses related to investments and operations, including,
           without limitation:

                   the management fee;
                   the Pooled Investment Vehicle’s legal, compliance, audit and accounting
                    expenses (including third party accounting services);

                  legal fees and expenses related to sourcing, evaluating, consummating,
                   monitoring and enforcing specific investments;
                  fees and expenses of the Pooled Investment Vehicle’s administrator
                   (including, but not limited to, software necessary for trade capture and
                   portfolio management);
                  fees and expenses related to various filings (or portions thereof) made in
                   connection with managing the Pooled Investment Vehicle’s portfolio
                   (including, but not limited to, Section 13 filings, Section 16 filings and
                   Form PF and similar expenses (if applicable));
                  shareholder proxy voting services;
                  organizational expenses;
                  investment expenses such as commissions, research fees and expenses
                   (including research subscriptions, research-related travel and research
                   related third-party advisers or consultants);
                  portfolio valuation expenses (including data feeds and third-party
                   valuation agents);
                  loan servicing fees;
                  construction fees;
                  costs of books and records;
                  custodial fees;
                  bank service fees;
                  fund-related insurance costs (including D&O and E&O insurance);
                  directors’ fees and expenses;
                  and any other expenses reasonably related to the purchase, sale or
                   transmittal of the Pooled Investment Vehicle’s assets

           Please refer to the Pooled Investment Vehicle’s governing documents for greater
           detail regarding expenses.

           The Insurance Companies are responsible for legal costs to the extent the legal
           costs are not covered in the loan closing.

           SteepRock will bear all of its own normal and recurring operating expenses and
           overhead costs incurred in connection with the investment and other management
           services that it will provide to the Pooled Investment Vehicle.

           The Joint Venture Vehicles pay for organizational expenses, audit and tax
           preparation expenses, potentially legal fees, transaction costs and an asset
           management fee. Further, certain Joint Venture Vehicles are subject to a
           financing fee and a promote fee subject to a hurdle.
Item 5.D   If your clients either may or must pay your fees in advance, disclose this fact.
           Explain how a client may obtain a refund of a pre-paid fee if the advisory
           contract is terminated before the end of the billing period. Explain how you
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ITEM 7 – TYPES OF CLIENTS

Describe the types of clients to whom you generally provide investment advice, such as individuals,
trusts, investment companies, or pension plans. If you have any requirements for opening or
maintaining an account, such as a minimum account size, disclose the requirements.

SteepRock’s primary clients are large institutional accounts. SteepRock provides advisory and asset
management services to the Pooled Investment Vehicle, which accepts investment from a select group of
accredited investors. Minimum equity investment in the Pooled Investment Vehicle is $100,000.
SteepRock also provides advisory and asset management services to Joint Venture Vehicles. SteepRock
does not maintain a written minimum initial investment account size for its institutional accounts. However,
such services are directed towards institutional investors who are able to commit substantial sums of capital
for longer durations.