TPG RE Finance Trust Management LP

ITEM 5 – FEES AND COMPENSATION

Base Management Fee. Pursuant to the Management Agreement, TRTX pays us a base
management fee equal to the greater of $250,000 per annum ($62,500 per quarter) or 1.50% per
annum (0.375% per quarter) of TRTX’s “Equity.” The base management fee is payable in cash,
quarterly in arrears. “Equity” means:

      the sum of

           o the net proceeds received by TRTX and, without duplication, TRTX’s subsidiaries,
             from all issuances of TRTX’s and its subsidiaries’ equity securities, including
             issuances of TRTX common stock prior to the completion of TRTX’s IPO (for
             purposes of calculating this amount, the net proceeds received by TRTX from all
             issuances of its outstanding stock prior to the IPO equals approximately $1.0
             billion), plus

           o the value of contributions, including contributions of assets or interests in assets in
             exchange for equity securities, made by persons other than TRTX or a TRTX
             subsidiary, from time to time, to the capital of TRTX or another TRTX subsidiary,
             plus

           o TRTX’s cumulative “Core Earnings” (as defined below – see “Item 6 –
             Performance-Based Fees and Side-by-Side Management”) for the period

                 commencing on the IPO to the end of the most recently completed calendar quarter,
                 and

      less

              o any distributions made by TRTX to the holders of TRTX’s equity securities and
                any distributions made by TRTX’s subsidiaries to the holders of the subsidiaries’
                equity securities (other than to TRTX or another TRTX subsidiary) following the
                IPO,

              o any amount that TRTX or any TRTX subsidiary has paid to repurchase for cash its
                stock following the IPO and

              o any incentive compensation we earn following the IPO.

With respect to that portion of the period from and after the IPO that is used in the calculation of
incentive compensation, which we describe below (see “Item 6 – Performance-Based Fees and
Side-by-Side Management”), or the base management fee, all items in the foregoing sentence
(other than TRTX’s cumulative Core Earnings) will be calculated on a daily weighted average
basis.

We will calculate the base management fee within 30 days after the end of each quarter, and such
calculation will be promptly delivered to TRTX’s board of directors. TRTX is obligated to pay
the base management fee within five business days after the date of delivery to its board of
directors of such computations.

Please see Item 6 for more information on incentive compensation.

Termination Fee. We are entitled to a fee upon termination of the Management Agreement by
TRTX (absent a cause event by us). The termination fee would also be payable to us upon
termination of the Management Agreement by us if TRTX materially breaches the Management
Agreement. The termination fee is equal to three times the sum of (i) the average annual base
management fee and (ii) the average annual incentive compensation we earn, in each case during
the 24-month period immediately preceding the most recently completed calendar quarter prior to
the date of termination.

Reimbursement of Expenses. In addition to the management fees described above, TRTX is
required to reimburse us (or our affiliates) for documented costs and expenses we (or our affiliates)
incur on its behalf except those we (or our affiliates) are specifically required to bear under the
Management Agreement. In certain instances, we have elected to waive collection of certain
expenses that would have otherwise been required to have been reimbursed. TRTX’s
reimbursement obligation is not subject to any dollar limitation. TRTX reimburses expenses
within ten days following our delivery of an expense statement; provided that we may offset such
payments against amounts due to TRTX from us.

We (or our affiliates) are responsible for, and TRTX will not reimburse us (or our affiliates) for,
the expenses related to our personnel who provide services to TRTX. However, TRTX reimburses

us for its allocable share of the compensation (including annual base salary, bonus, any related
withholding taxes and employee benefits) paid to

      our personnel serving as TRTX’s chief financial officer based on the percentage of his or
       her time spent managing TRTX’s affairs and

      other corporate finance, tax, accounting, internal audit, legal risk management, operations,
       compliance and other non-investment personnel of ours (or our affiliates) who spend all or
       a portion of their time managing TRTX’s affairs, based on the percentage of time devoted
       by such personnel to TRTX’s and its subsidiaries’ affairs.

In addition to the items described above, the expenses TRTX is required to pay include:

      fees, costs and expenses in connection with the issuance and transaction costs incident to
       the acquisition, negotiation, structuring, trading, settling, disposition and financing of
       TRTX’s investments (whether or not consummated), including brokerage commissions,
       hedging costs, prime brokerage fees, custodial expenses, clearing and settlement charges,
       forfeited deposits and other investment costs, fees and expenses actually incurred in
       connection with the pursuit, making, holding, settling, monitoring or disposing of actual or
       potential investments;

      fees, costs and expenses of legal, tax, accounting, consulting, auditing (including internal
       audit), finance, administrative, investment banking, capital market and other similar
       services rendered to TRTX (including, where the context requires, through one or more
       third parties and/or our affiliates) or, if provided by our personnel or personnel of our
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