STWD Investment Management LLC

Fees and Compensation

Fees

STWD CMBS Venture Holdings

STWD IM receives compensation in the form of a general and administrative expense
reimbursement for advisory services provided to STWD CMBS Venture Holdings. The amount of
reimbursement varies according to the amount of capital invested and is assessed monthly in
arrears. The general and administrative reimbursement amount shall be equal to 0.70% per annum
of invested capital multiplied by a fraction, the numerator of which is the actual number of days
from (but excluding) the immediately preceding distribution date through (and including) the
distribution date and the denominator of which is three hundred sixty (360) days. In addition,
STWD IM may elect to exclude one or more underlying security investments from the general and
administrative reimbursement amount calculation with investor consent; this will reduce the fees
paid to STWD IM. Upon mutual written consent between STWD IM and the investor, an
underlying security investment may be subsequently counted towards the calculation of the general
and administrative reimbursement amount, which will result in an increase of the fees paid to
STWD IM in accordance with the terms of STWD CMBS Venture Holdings’ governing
documents.

In addition, the Adviser or a Starwood affiliate may receive a carried interest allocation entitling
it to a prescribed portion of STWD CMBS Venture Holdings’ profits. STWD CMBS Venture
Holdings’ governing documents disclose the nature of the carried interest and fees to the investor
prior to its commitment or investment.

An affiliate of the Adviser, LNR Partners, LLC (“LNR”), will act as special servicer with respect
to commercial real estate loans in which STWD CMBS Venture Holdings has an ownership
interest. Services performed by LNR will be reasonable and customary for such transactions. The
fees, terms and conditions of the transactions are governed by the underlying CMBS pooling and
servicing agreements for the securities in which STWD CMBS Venture Holdings is invested. In
certain cases, fees generated from special servicing activities relating to the securities in which
STWD CMBS Venture Holdings has an interest will be shared by a Starwood affiliate and the
institutional investor. The terms of the fee share arrangement are detailed in a separate agreement
between the Starwood affiliate and the institutional investor. Additionally, LNR has previously,
and may in the future perform underwriting activities for the acquisition of new issuance B-piece
investments by STWD CMBS Venture Holdings. LNR will be paid a commercially reasonable
rate for these services.

Woodstar Feeder Fund

STWD IM receives an administration and management fee for services rendered in managing the
assets of Woodstar Feeder Fund. The administration and management fee rate is an amount equal
to 0.15% per annum (or 0.0375% per quarter). The administration and management fee is
calculated in accordance with the Woodstar Feeder Fund’s governing documents and payable by

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the Woodstar Feeder Fund quarterly in arrears on the first day (or, if not a business day, on the
next succeeding business day) following the last day of each fiscal quarter of the Woodstar Feeder
Fund.

The Adviser or a Starwood affiliate may receive incentive distributions if Woodstar Feeder Fund’s
returns exceed an established threshold. Woodstar Feeder Fund’s governing documents disclose
the nature of the carried interest and fees to investors prior to their commitment or investment.

In addition, Woodstar Feeder Fund invests in a feeder REIT, which invests in a holdings limited
liability company that invests in real estate assets. As such, the Adviser may receive a management
fee from an affiliate in exchange for certain real estate asset management services associated with
Woodstar Feeder Fund’s investments.

An affiliate of the Adviser, Highmark Residential, LLC (“Highmark”), performs property
management services for properties in the portfolio in which Woodstar Feeder Fund indirectly
invests. Highmark is paid a commercially reasonable rate to manage the portfolio properties, which
is detailed within the property management agreement that was provided to investors.

STWD 2021-FL2, STWD 2022-FL3, and STWD 2025-FL4

As compensation for the performance of its obligations as collateral manager under the collateral
management agreements, the Adviser is entitled to receive a fee, payable monthly in arrears on
each payment date in accordance with the priority of payments, equal to 0.10% per annum of the
sum of the net outstanding portfolio balance on such payment date to the extent funds are available.
The collateral manager fee will be calculated for each interest accrual period assuming a 360-day
year with 12 thirty-day months. STWD IM has agreed to waive its entitlement to the collateral
manager fee for the CLOs so long as STWD IM or an affiliate is the collateral manager and also
an affiliate of STWD. However, there can be no assurance that any replacement collateral manager
will also waive the right to receive the collateral manager fee.

The Adviser, as collateral manager, will be responsible for its own overhead and expenses incurred
in the course of performing its obligations under the collateral management agreements, provided
that the Adviser will be entitled to reimbursement for certain out-of-pocket expenses. Refer to the
section below which discusses allowable expenses under the CLOs’ governing documents.

The CLOs’ initial portfolios of collateral interests were acquired from an affiliate of the Adviser.
It is anticipated, although not required, that the CLO Issuers will also acquire reinvestment
collateral interests from an affiliate of the Adviser. These affiliates receive certain fees in
association with loan origination services which are reasonable and customary for such
transactions. The CLOs are not responsible for such fees. Additionally, other affiliates of the
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Types of Clients

As noted in Item 4 above, STWD IM provides investment advisory and asset management services
to the private investment funds and serves as collateral manager or collateral advisor to the CLOs.

Advisory Clients are private investment vehicles that qualify for an exclusion from the definition
of “investment company” under Section 3(c)(1), 3(c)(7), and/or 3a-7 of the Investment Company
Act and are organized in both the United States and internationally.

Investors participating in the Client vehicles are required to meet certain suitability and net worth
qualifications, such as being (1) an accredited investor within the meaning of Rule 501 of
Regulation D under the Securities Act of 1933, as amended (“Securities Act”) and (a) a “qualified
purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended
(the “Investment Company Act”) or (b) a “knowledgeable employee” within the meaning of Rule
3c-5 of the Investment Company Act, or (2) a non-U.S. person, depending on the eligibility
requirements of the specific Client.

The minimum investment in the Client vehicles is stated in the applicable offering and governing
documents. Minimum investment size may be waived for certain investors at the Adviser’s
discretion.

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