Varadero Capital LP

Item 5. Fees and Compensation

Varadero offers its services on a fee basis, which includes fees based upon assets under management
and, in certain circumstances, performance-based fees and allocations and incentive-based
distributions.

The Firm provides investment management services for an annual fee based upon a percentage of the
market value of the assets being managed by Varadero.

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Private Funds

For information about the fees charged with respect to investments in private investment funds and/or
co-investment vehicles, please see the applicable fund’s or co-investment vehicle’s offering documents.
Varadero, in its sole discretion, may waive all or a portion of the management fee, performance fee
and/or incentive allocation or other fees due from certain private investment fund or co-investment
vehicle investors. Certain investors that are members, partners, affiliates, and employees of Varadero,
members of the immediate families of such persons, and trusts or other entities for their benefit
generally do not pay such fees.

In addition to Varadero and/or the relevant affiliate’s fees and allocations, investors in private
investment funds, including the VMF Funds and VSOF Funds, bear indirectly certain fees and expenses
as more fully described in the applicable offering documents. Such fees and expenses vary, but typically
include (but are not limited to) the following: (i) expenses incurred in connection with the evaluation,
acquisition, monitoring or disposition of investments, including, without limitation, loan fees, appraisal
fees, private placement fees, sales commissions, brokerage fees and commissions, underwriting
commissions and discounts, travel (including meals and lodging) expenses and legal, accounting,
investment banking, consulting, information services and other third party professional fees and travel
(including meals and lodging), investment-specific communication fees and expenses and other
expenses related to the discovery, investigation, development, making and disposition of investments
(whether or not consummated); (ii) expenses incurred in connection with the carrying or management
of investments, including, without limitation, settlement and transfer charges, appraisal expenses,
recordation expenses, custodial, trustee, record keeping and other administration fees, including,
without limitation, fees and expenses of the relevant private investment fund’s administrator; (iii)
expenses incurred in connection with the incurrence of indebtedness, including, without limitation,
interest, borrowing fees, reverse purchase agreements, credit facilities, margin financing, total return
swaps, the issuance of debt securities and other costs associated with any financing; (iv) expenses
incurred in connection with the preparation and delivery of the relevant private investment fund’s
financial statements, reports and tax returns and Schedule K-1’s (or similar schedules); (v) professional
fees and expenses, including, without limitation, fees and disbursements of the members of the relevant
private investment fund’s advisory committee (and attorneys, accountants or other third party experts
engaged to assist such advisory committee with its function), fees and disbursements of attorneys,
accountants, consultants, custodians, valuation agents and experts relating to private investment fund
matters, and fees and disbursements associated with updating the subscription documents and
amending or restructuring the constituent documents of the private investment fund or other related
vehicles, including, without limitation, the private investment fund’s general partner, but excluding the
constituent documents of Varadero; (vi) any costs, including, without limitation, compensation,
indemnification and insurance expenses associated with committees (including the advisory
committee); (vii) any taxes or other governmental charges levied against the relevant private investment
fund; (viii) expenses relating to defaults of limited partners; (ix) insurance premiums, deductibles or
expenses in connection with the activities of the private investment fund, including, without limitation,
errors, omissions, fidelity, general partner liability, directors’ and officers’ liability and similar coverage
for any person acting on behalf of the private investment fund, the private investment fund’s general
partner or Varadero; (x) expenses (including, without limitation, legal fees and expenses) incurred to
comply with any law or regulation related to the activities of the private investment fund (including,
without limitation, (A) the offering of limited partnership interests or shares and any “blue sky” filing
fees and expenses, (B) the preparation and filing of Form PF and other similar regulatory filings and (C)

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compliance with the reporting requirements of Sections 1471 through 1474 of the U.S. Internal Revenue
Code of 1986, as amended, any Treasury Regulations promulgated thereunder and other associated
legislation, regulations or guidance, commonly referred to as the Foreign Account Tax Compliance Act,
the Common Reporting Standard issued by the Organisation for Economic Cooperation and
Development, or similar legislation, regulations or guidance enacted in any other jurisdiction which
seeks to implement equivalent tax reporting and/or withholding tax regimes and certain regulations and
other administrative guidance thereunder) or incurred in connection with any litigation or governmental
inquiry, investigation or proceeding involving the private investment fund, including the amount of any
judgments, settlements or fines paid in connection therewith; (xi) expenses incurred in connection with
the dissolution, winding up or liquidation of such private investment fund; (xii) fees, costs and expenses
incurred in connection with computing the value of the assets of the private investment fund (including,
...

Item 7. Types of Clients

Varadero provides investment management services on a discretionary basis to the private investment
funds and separate accounts, as well as to CRE CLOs. Investors in private investment funds, and
separate account clients may include pension plans, foundations, funds of funds, charitable
organizations, trusts, estates, corporations, sovereign wealth funds, other institutional investors, and
high net worth individuals.

Investors in the VMF Funds and VSOF Funds generally must be “accredited investors” as determined
under Regulation D under the Securities Act, “qualified clients” as defined for purposes of Rule 205-3
under the Advisers Act, and “qualified purchasers” or “knowledgeable employees” as defined and
interpreted for purposes of Section 3(c)(7) of the Investment Company Act, as and to the extent
required thereunder.

The minimum capital commitment for investing in private investment funds managed by Varadero is
generally $1 million, generally subject to reduction by the applicable general partner. The minimum
capital commitment for investing in a separate account, if applicable, shall be described in the written

Varadero Capital, L.P. Disclosure Brochure

investment management agreement entered into by and between Varadero and the separate account
client.

Investors in CRE CLOs are generally qualified institutional buyers and other institutional investors. Such
vehicles are expected to rely on Section 3(c)(5) of the Investment Company Act or Rule 3a-7 thereunder.

The Firm, in its sole discretion, may accept clients with smaller investments based upon certain criteria
including additional investments, related accounts, account composition, pre-existing client
relationships and account retention.