H/2 Credit Manager LP

Item 5 – Fees and Compensation
A.     Advisory Fees and Compensation

The Advisers are entitled to compensation for their services in the form of a management fee (the
“Management Fee”). The Advisers calculate the Management Fee based on a variety of methods
depending on the particular Client, including based on net asset value or invested capital
contributions. The Management Fee rates range up to 1.5% per annum.

The Advisers are entitled to performance-based fees or allocations which are fees/allocations based
on a share of net capital appreciation or net profits. Performance-based compensation varies
depending on the particular Client, and may be subject to preferred return thresholds, “highwater
mark” or loss carryforward provisions, and/or clawbacks. The performance-based compensation
rates range up to 20%.

All fees and incentive allocations applicable to the Clients are disclosed in the relevant offering
documents, as supplemented from time to time, and/or governing documents (limited partnership
agreements, memoranda and articles of association, investment management agreements or similar
agreements), as supplemented from time to time, of each Client.

The management fees and incentive allocations described above may from time to time be reduced
or waived by the Advisers in their discretion with respect to certain underlying investors in the
Clients, including affiliates of the Advisers.

B.     Payment of Fees

Management fees, incentive allocations and carried interest are deducted directly from the
Clients’ assets.

C.     Additional Fees and Expenses

Generally, each Client will be responsible for all costs and expenses relating to the
organization of such Client and of maintaining the activities and operations of such Client and
its investments and other expenses, paid by or on behalf of such Client. Not all of the Clients
bear all of the expenses set forth below; however, the following sentence generally sets forth the
expenses that Clients may bear. To the extent permitted under the applicable offering and
governing documents, the fees and/or expenses that the Clients may pay directly to third
parties may include, without limitation: (i) legal, regulatory, audit and tax preparation expenses,
consulting, financing and accounting fees and expenses (including “middle-office” and “back-
office” services); (ii) fees and expenses of a Client’s advisory board or board of directors; (iii)
expenses associated with the preparation of a Client’s financial statements, tax returns and K-1s;
(iv) expenses associated with periodic reporting to a Client and its investors; (v) expenses
associated with the sourcing, investigation, negotiation, acquisition, investment, trading, financing,
hedging, management and disposition and risk management of such Client’s investments,
temporary investments and prospective investments, whether or not such investments are
consummated (e.g., brokerage commissions and other investment and/or trading expenses/costs;
expenses related to hedging instruments; clearing, settlement and custodial fees and expenses;
interest charges and financing and other bank fees; research and due diligence costs;

consulting, legal and other professional fees relating to investments, risk management and
related due diligence; and investment-related travel expenses); (vi) insurance- related expenses,
including, without limitation, directors’ and officers’ insurance; (vii) fees to a third party
administrator of a Client; (viii) any taxes, fees or other government charges levied against a Client;
(ix) expenses incidental to the offer and sale of interests/shares in a Client; (x) indemnity
expenses; (xi) the fees and expenses of third-party trustees, servicers, special servicers,
property management and/or leasing agents paying agents and other professional service providers;
(xii) the costs and expenses of any litigation involving such Client; (xiii) organizational expenses;
and (xiv) extraordinary expenses.

D.     Prepayment of Fees

For certain Client investment vehicles that incorporate withdrawal or redemption provisions, in the
event that a Client’s net asset value is reduced in connection with a withdrawal or redemption by
an investor of such Client other than as of the last day of a period, the Adviser or the
applicable Investment Advisory Affiliate or Relying Adviser will pay such Client an amount equal
to the pro rata portion of the Management Fee, based on the actual number of days remaining in
such period, and such Client will distribute such amount to the investor.

E.     Additional Compensation and Conflicts of Interest

Neither the Advisers nor their supervised persons accept additional compensation for the sale of
securities or other investment products to the Clients.

Item 7 – Types of Clients
The Clients to whom the Advisers provide investment management services and advice are U.S.
and non-U.S. pooled investment vehicles operating as private investment funds that are offered
to investors on a private placement basis. The investors in the Clients are primarily comprised of
pension and benefit plans, sovereign wealth funds, insurance companies, foundations and other
institutional investors.

The offering documents and/or governing documents of each Client may set minimum amounts for
investment by prospective investors in such Client. These minimum amounts may be waived by
the Advisers.