Thistle Creek Capital LLC

Item 5. Fees and Compensation

As compensation for its advisory services provided to the Fund, TCC or the General Partner receives
compensation in the form of management fees and performance allocation. In addition, the Fund will be
charged for certain expense reimbursements. The General Partner, on its own behalf or on behalf of the
Fund, may, in its sole discretion, enter into one or more side letters or other agreements with certain
investors that may provide such investors with more favorable economic and noneconomic terms than apply
to other investors in the Fund. A description of fees and expenses charged to the Fund is further described
in the Fund Offering Documents and in the paragraphs included below.

The management fee and performance allocation are not billed directly to individual investors. Rather, such
amounts are allocated and deducted at the Fund level and reflected in each Limited Partner’s capital account
in accordance with the Fund’s Partnership Agreement. Fund expenses are paid from Fund assets as incurred.

Management Fees
As compensation for its advisory services provided to the Fund, the General Partner receives a management
fee (“Management Fee”), payable in advance as of the first day of each calendar quarter. The Management
Fee for a calendar quarter equals the total of the amounts determined for each Limited Partner as follows:
an amount equal to the product of (i) such Limited Partner’s Management Fee percentage (calculated as the

Limited Partner’s capital account balance divided by the aggregate capital account balances of all Limited
Partners to whom the Management Fee is assessed) and (ii) the management expense for such calendar
quarter.

“Management expenses” consist of the operating expenses of the General Partner and the Adviser, including
salaries, benefits, office rent, furniture and equipment, and other operating expenses of the General Partner
and the Adviser as outlined in a management operating budget for a calendar year that is approved by the
Advisory Committee. Management operating expenses include certain employee-related expenses incurred
in connection with sourcing, evaluating, monitoring, and managing Fund investments. These expenses
include compensation-related items or allowances (such as telephone and auto allowances) approved as part
of the Management Operating Budget and are borne by the Fund through the Management Fee.

The Management Fee for any calendar quarter equals the amount of the management operating expenses
for that quarter, and the total Management Fee payable for any calendar year equals the total management
operating expenses for such year. The Management Fee determined and payable with respect to a Limited
Partner will be specially allocated to such Limited Partner’s capital account.

Performance Allocation
The General Partner will be allocated a share of the profits of the Fund (a “Performance Allocation”), with
respect to each Limited Partner of the Fund, calculated at the end of each fiscal year. The Performance
Allocation with respect to a Limited Partner will be up to 15% of the net increase in the value of the capital
account of the Limited Partner over the relevant fiscal year, reduced to the extent of any accumulated net
decrease in the value of such Limited Partner’s capital account (in accordance with traditional high
watermark treatment). If a Limited Partner withdraws an amount from the Fund, the General Partner will
be allocated a Performance Allocation with respect to the withdrawn amount at the time of withdrawal.

The General Partner may, in its sole discretion, waive the application of a Performance Allocation, in full
or in part, from time to time with respect to certain Limited Partners, including but not limited to those who
are affiliates of the General Partner or the Adviser.

The General Partner may, and has in the past, withdraw any portion of its Performance Allocation at any
time in its sole discretion.

Fund Expenses
The General Partner is authorized to incur and pay in the name and on behalf of the Fund all expenses
which it deems necessary or advisable, including, without limitation, (i) all out-of-pocket expenses
associated with the organization of the General Partner, the Adviser and the Fund and the offering of
interests in the Fund, (ii) legal, accounting audit, administrative (including fees and reimbursable expenses
of any third party administrator), appraisal, tax, compliance, custodial and other professional fees, as well
as consulting fees relating to services rendered to the Fund that could not reasonably have been rendered
by the General Partner or its members in the ordinary course of their activities; (iii) the operating expenses
of the Fund (including banking, brokerage, underwriting, commissions, broken deal, registration,
qualification, finders, depository and other similar transaction related compensation arising out of
transactions involving assets of the Fund); (iv) transfer, capital and other taxes, as well as other charges,
duties and fees, and any other costs incurred in acquiring, holding, selling or otherwise managing or
disposing of Fund assets or obligations; provided that, for the avoidance of doubt, the Fund shall not bear

responsibility for any income taxes owed by a Limited Partner; (v) any out-of-pocket expenses (including
travel expenses) incurred by the General Partner or the Adviser in investigating, evaluating or monitoring
investment opportunities, including research fees and expenses, including for data and research
subscriptions used to identify, evaluate and monitor investments; (vi) insurance premiums (including D&O
and E&O insurance), indemnifications, costs of litigation and other extraordinary expenses; (vii) costs of
financial statements and other reports to the General Partner and Limited Partners as well as costs of all
governmental returns, reports and other filings; (viii) costs of governance activities, including costs of
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Types of Clients
TCC provides investment advisory services to the Fund, which seeks to invest in short-term real estate loans
and opportunistically in longer-term real estate loans and interests in real property. Investors in the Fund
may include, but are not limited to, pension plans, endowments, foreign institutions, corporate and business
entities, and foundations, trusts, and high net worth individuals. Interests in the Fund are offered only to
prospective investors that are “accredited investors,” as defined in Regulation D under the Securities Act
of 1933, as amended (the “1933 Act”) and that meet other qualifications established by the General Partner.

Requirements for Opening and Maintaining an Account
Unless otherwise determined by the General Partner, Fund interests will be issued as of the first business
day of each calendar quarter. The minimum initial subscription to the Fund of a Limited Partner must be at
least $500,000, subject to the General Partner’s right to waive this minimum in its sole discretion. Limited
Partners may withdraw all or part of their capital account on June 30 and December 31 of each calendar
year, subject to certain provisions. These provisions include, but are not limited to, the requirement that a
Limited Partner may not withdraw any capital contribution until at least two years have elapsed from the
date of such contribution. Limited Partners should refer to the Fund Offering Documents for detailed
information on opening and maintaining an account, including the process for withdrawing from the Fund.

Side Letters
The General Partner, on its own behalf and/or on behalf of the Fund, without the approval of any Limited
Partner or any other person, may, in its sole discretion, enter into side letters or similar agreements, with
one or more Limited Partners, including any Limited Partner to be admitted to the Fund, to make exceptions
or modifications to, or departures from, the provisions of the Fund Offering Documents at the request of
such Limited Partner. Such side letters or similar agreements may provide such Limited Partners with more
favorable economic and non-economic terms than apply to other Limited Partners in the Fund.