Trinity Capital Adviser LLC

Item 5         Fees and Compensation

As compensation for the services received, Clients generally pay a management fee based on the
value of the Client’s portfolio. In addition, Clients pay performance fees (as described in Item 6,
below). All management fees for Clients that are pooled investment vehicles are established in
connection with the formation of the Client. For Clients that are SMAs, management fees will be
specifically negotiated for each client. The Adviser does not have set fee schedules. Management
and performance fees are calculated and paid in accordance with Client Governing Documents and
are payable quarterly in arrears or annually, as applicable.

Asset-based management fees can create conflicts of interest when the Adviser controls the timing
and the amount of leverage, if any, used by a Client, since the use of leverage will provide
additional capital to such Client enabling such Client to increase the amount of loans it acquires,
thus increasing the base against which the Adviser’s management fees will be calculated with a
corresponding increase to the amount of management fees the Adviser will be entitled to receive.
This opportunity to earn higher fees could give the Adviser an incentive to allocate investment
opportunities based on a Client’s use of leverage. The Adviser seeks to mitigate this conflict
through an allocation policy (as described in Item 11, below) that prohibits the Adviser from
making allocation decisions favoring Clients that generate higher fees (including management fees
or performance compensation).

In addition, the Adviser will, from time to time, incur certain Client-related administrative and
operational expenses that are subject to reimbursement by Clients. Any such reimbursement will
be made pursuant to Client Governing Documents.

Trinity Capital underwrites, originates, and invests in loans primarily in debt, including loans and
equipment financings, to growth-stage companies. Subject to the requirements of the 1940 Act,
Trinity Capital is not limited to investing in any particular industry or geographic area. Trinity
Capital seeks to make investments consisting primarily of term loans and equipment financings
and, to a lesser extent, structured asset-backed loans, working capital loans, equity, and equity-
related investments. In addition, Trinity Capital will, from time to time, obtain warrants or
contingent exit fees at funding from many of its portfolio companies. The warrants entitle Trinity
Capital to purchase preferred or common ownership shares of a portfolio company, and contingent
exit fees are cash fees payable upon the consummation of certain trigger events, such as a
successful change of control or initial public offering (“IPO”) of the portfolio company. Trinity
Capital will, from time to time, also obtain rights to purchase additional shares of its portfolio
companies in subsequent equity financing rounds.

Certain investments that are appropriate for Trinity Capital are also appropriate for Clients, and
Clients have and are expected to invest in the same investments in which Trinity Capital invests.
Trinity Capital and Clients receive compensation from related issues and/or loan obligors (i.e.,
each borrower or guarantor of a loan) or otherwise receive fees or compensation in connection
with such investments. Fees and compensation currently retained by Trinity Capital include, but
are not limited to, commitment, origination, facility, agent, and/or other fees for services provided
by Trinity Capital in connection with such investments. Such fees or compensation received by
Trinity Capital are not expected to be offset by the Adviser against management or incentive fees
that will be paid by any Clients to the Adviser for investment management services.

Trinity Capital’s receipt of fees for services with respect to its investments that could be acquired
by Clients represents a conflict of interest to the extent that Trinity Capital has an economic
incentive to underwrite, originate, invest, and recommend or cause Clients to invest in, such
investments. The Adviser seeks to mitigate this conflict through an investment allocation policy
(as described in Item 11, below).

Item 7         Types of Clients

The Adviser currently has one BDC and one SBIC Client. Additional Clients are expected to
generally consist of discretionary accounts managed for (i) Private Funds; (ii) SMAs for
institutional investors; and/or (iii) RICs or BDCs (“Regulated Funds”), each of which are expected
to primarily invest in debt securities but are also expected to invest in equity securities as well.

The minimum investment amount, if any and as applicable, and other criteria for investments in
Clients are set forth in the relevant Client Governing Documents.