Turning Rock Partners LP

Item 5.     Fees and Compensation

Asset-Based Compensation

The Adviser is paid a quarterly asset-based management fee (the “Management Fees”) in advance generally
of up to 2% of the net asset value, the gross asset value, the aggregate committed capital, committed capital
plus leverage, or the remaining invested capital, of the relevant Fund. The Management Fee rate paid by a
Fund to the Adviser is determined based on factors, including but not limited to, the Fund’s investment
strategy, the amount of assets placed under management with the Adviser by the Fund, and the point in
time in the life cycle of the Fund. For certain Funds, Investors in the same Fund pay different Management
Fees based on whether they invested in an early or later round of fundraising and the amount of their
investment, with earlier or larger investors at times paying lower Management Fees than other investors,
and certain strategic investors, paying no Management Fees. Where Management Fees are based on
committed capital or the remaining invested capital of a Fund, the Management Fee payable by such Fund
will be due to the Adviser even if the fair value of the relevant remaining investments is below cost. The
Adviser may waive or reduce the Management Fees for certain Fund Investors. Management Fees payable
to the Adviser by certain Funds may be reduced by certain other compensation received by the Adviser or
its affiliates that relate to the relevant Fund.

Performance-Based Compensation

Certain affiliates of the Adviser may also be paid performance-based compensation, which is compensation
that is based on the cash proceeds derived by the Funds with respect to their ownership or sale or other
disposition of Fund investments, less the amounts necessary to enable the Funds to pay Fund expenses and
other debts, obligations and liabilities of the Funds (“Distributable Cash”). With respect to one or more
funds, performance based compensation will be calculated based on unrealized gains on Fund Investments.

For certain Funds, the Adviser’s affiliates generally receive performance-based compensation only after
the cumulative amount distributed to the Fund Investors provides the Fund Investors with a preferred return,
compounded annually. Once this condition is fulfilled, the Adviser’s affiliate is paid performance-based
compensation of up to 20% of the required cumulative amount distributed in order for the performance-
based compensation to the Adviser’s affiliate to take effect, and thereafter up to 20% of the Distributable
Cash. The rate of performance-based compensation paid by a Fund to the Adviser’s affiliates is determined

based on factors, including but not limited to, the Fund’s investment strategy and the amount of assets
placed under management with the Adviser by the Fund. For certain Funds, Investors in the same Fund pay
different performance-based compensation based on whether they invested in an early or later round of
fundraising and the amount of their investment, with earlier or larger investors at times paying lower
performance-based compensation than other investors. The Adviser’s affiliates may waive or modify the
performance-based compensation for certain Fund Investors.

Additional Expenses and Fees

In addition to paying the Management Fee and, if applicable, performance-based fees or other
compensation, Fund Investors will be subject to all expenses or obligations of the Funds or otherwise
incurred by the Adviser or its affiliates on behalf of the Funds in furtherance of the purpose of the Funds
(other than any expenses identified in the Funds’ Offering Documentation as expenses of the Adviser which
the Adviser will pay and be solely responsible for). Certain of the Funds have the following expenses, which
may include, but are not limited to, expenses incurred in connection with the sourcing, evaluation and
potential acquisition of Fund investments, including but not limited to fees and other compensation paid to
Senior Advisors (as defined and further discussed below), regardless of whether such acquisition is actually
consummated; expenses associated with the holding, monitoring and sale of Fund investments, including,
but not limited to, private placement fees, fees and other compensation paid to Senior Advisors, external
sales commissions, appraisal fees, taxes, brokerage fees, underwriting commissions and discounts,
unaffiliated third-party investment banking fees, custodial, trustee, record keeping and other administration
fees, and information services; the Funds’ legal, auditing, consulting, accounting, valuation services, loan
servicing and other professional expenses; costs and expenses for the preparation of the Funds’ client
reporting, financial statements, tax preparation, tax estimates, tax returns, and related IRS Schedules and
any other taxable jurisdictions the Funds’ are obligated to provide tax reporting; out-of-pocket expenses
incurred in connection with the collection of amounts due to the Funds from any person; insurance
premiums (including but not limited to expenses and fees for each of the Funds’, the Adviser’s and the
Adviser’s affiliate’s errors and omissions and directors’ and officers’ liability insurance and cybersecurity
insurance) related to protection of certain persons against any liability arising out of, related to or incurred
in connection with the Offering Documentation of the Funds for which that beneficiary of the insurance is
entitled to indemnification under such Offering Documentation; taxes, fees and other governmental charges
levied against the Funds; expenses incurred with respect to the winding-up or liquidation of the Funds;
expenses relating to defaults by Fund Investors; expenses incurred in connection with any action, claim,
suit, investigation, arbitration or proceeding, whether at law or in equity, and whether by or before any
court, arbitrator, governmental body or other administrative, regulatory or other agency or commission
...

Item 7.      Types of Clients

The Adviser’s clients are the Funds. Any minimum commitment amount with respect to an investment in
a Fund is disclosed in each Fund’s Offering Documentation. The Adviser or one of its affiliate may modify
minimum commitment amounts.

In connection with the formation and management of a Fund, the Adviser may form certain related entities
for such Fund. The Adviser may establish vehicles (collectively, “SPVs”) to address tax, legal or regulatory
issues or requirements of certain investors in such Fund or for other purposes. In addition, the Adviser may
form “alternative investment vehicles” (collectively, “AIVs”) for the purpose of facilitating certain
investments by one or more Funds. Please refer to the Offering Documentation of each Fund for details on
SPVs and AIVs.