Varagon Capital Partners LP

Item 5: Fees and Compensation

The Firm’s fees and other compensation, as well as the expenses borne by its Clients in connection
with the advisory services the Firm provides, vary by Client. It should be noted that expenses
include, without limitation, costs associated with dealing in and holding investments and are paid
directly or indirectly by Clients. Please see Item 12 – Brokerage Practices, for a discussion of the
Firm’s brokerage practices and related costs. From time to time, the Firm may invest advisory
client assets in investments including, but not limited to, money market funds and short-term
investments that charge additional management or other fees.

Fees for SMA Clients are negotiated directly with each managed account and generally consist of
a fee based on assets under management. Fees charged to the Funds are fully described in the
respective Funds' offering document. The Firm or its affiliates typically charge Clients (i) a
quarterly management fee in arrears at annualized rates generally ranging from 0.4%-1.0%. and,
where applicable, (ii) charge incentive fees generally up to 12.5% of the cumulative pre-incentive

fee net investment income over the trailing twelve quarters. Actual fees may be more or less than
the range stated.

The Firm’s compensation is negotiable, and the Firm may, in its sole discretion, elect to waive or
modify any compensation with respect to any investor, without entitling any other investor to a
waiver or modification. The Firm's employees may invest in one or more Funds, typically through
employee specific funds. Employees may be subject to different management fees and
performance-based fees, or no fees at all, and different liquidity and other terms. The Firm’s fees
and compensation will be shared from time to time with its affiliates. Generally, the investment
management agreements with clients may be terminated by either party in accordance with the
terms and notice period described in each investment management agreement. The Firm’s
investment management agreements are generally terminable with prior written notice, without
penalty, or upon a breach, and/or may also be automatically renewed. Management fees and
performance-based compensation are generally pro-rated for partial periods. The Firm or its
affiliates may in their sole discretion share a portion of the performance fees and/or management
fees with one or more affiliates or third parties.

       SMA Clients

The Firm receives management fees for providing investment advisory services to its SMA Clients
While the Firm does not currently receive incentive fees based on performance from SMA Clients,
the Firm may do so in the future. Management fees are generally based on the aggregate amount
of investments in an SMA Client account and are negotiated directly with each SMA Client. In
some cases, the Firm does not receive any fees from certain SMA Clients. The Firm does not
maintain a standard fee schedule.

Management fees (and, if earned, incentive fees) are generally invoiced quarterly in arrears and
paid directly by the SMA Clients. Fee arrangements (including caps, minimums, and premiums
with respect to particular investment opportunities), likely will vary among SMA Clients as such
arrangements are generally negotiated with each SMA Client.

In addition to management fees and incentive fees, the Firm receives certain origination,
amendment and other fees from underlying obligors in connection with arranging financings and
other services it provides. Such fees are paid upon the closing of a financing or over time, including
as original issue discounts. SMA Clients can receive an allocation of original issue discounts, if
any, and generally retain all or a portion of prepayment fees associated with a loan as negotiated
and agreed upon with each SMA Client.

SMA Clients are also responsible for paying or reimbursing the Firm for certain costs and expenses
described in the applicable SMA Client Governing Documents. The costs and expenses chargeable
to each SMA Client will vary depending on the specific terms negotiated by such SMA Client and
included in the applicable SMA Client Governing Documents.

The costs and expenses for which SMA Clients generally will be responsible for paying and
reimbursing the Firm include, but are not limited to informational, legal, regulatory, accounting,
tax, administrative reporting or similar requests related to the structure of each SMA Client’s
portfolio, including, without limitation: (i) administrative expenses incurred in connection with the

management of investments, including custodial, trustee, recordkeeping and other administration
fees; (ii) taxes and other governmental charges levied against the portfolios; (iii) expenses incurred
in connection with the winding up or liquidation of portfolios; (iv) expenses relating to defaults by
SMA Clients in the payment of any funding contributions; (v) expenses incurred in connection
with any restructuring of the portfolios or any amendments to the commitment agreements to
accommodate tax, regulatory, administrative or other similar requirements of the SMA Client; and
(vi) any expenses that the SMA Client otherwise approves as expenses with respect to the
portfolios.

Each SMA Client is also generally responsible for paying or reimbursing the Firm for (i) all costs
and expenses directly attributable to the investment activities of its respective portfolio (whether
or not such investments are consummated), to the extent not otherwise borne by a third party,
including, without limitation, expenses incurred in connection with the due diligence, evaluation
(whether or not consummated), acquisition, carrying or disposition of investments (whether or not
consummated), including private placement fees, sales commissions, appraisal fees, taxes,
brokerage fees, underwriting commissions and discounts, loan administration, private ratings, and
...

Item 7: Types of Clients

The Firm provides investment advisory services to U.S. and non-U.S. Funds, such as private funds
and SMA Clients.

For SMA Clients, the terms, guidelines, and objectives of each of these arrangements are
negotiated at the time they were entered into with the SMA Clients and are set forth in the
applicable Client Governing Documents. Currently, SMA Clients are institutional investors, such
as insurance companies, insurance company affiliates and pension plans.

The securities of the Funds are not registered under the Securities Act of 1933. In addition, the
Funds are not registered under the 1940 Act, and may or may not be continuously offered. Fund

Investors could become Clients of the Firm but shall not be deemed to be Clients solely by virtue
of investing in a Fund.

Certain investors in the SDLP are also Clients of the Firm but shall not be deemed to be Clients
solely by virtue of investing in the SDLP. Investors in the SDLP Securities are required to meet
certain investor suitability criteria as set forth in the SDLP Agreements.

Redemption rights with respect to each Fund are set forth in the governing documents for each
Fund. Termination rights with respect to each SMA Client are set forth in the governing documents
for each SMA Client. Investments in the Funds may be subject to certain qualifications and a
minimum investment requirement which under certain conditions may be waived as set forth in
the Fund’s governing documents.