VR Advisory Services Ltd

VR Advisory Services Ltd, founded in March 1999, is an investment services firm that provides investment management services to investors through pooled investment vehicles, or more specifically, hedge funds, and to one separately managed account. VR Advisory Services Ltd is itself advised by two affiliated sub-advisors established for operational and other purposes: (i) VR Advisory Services (USA) LLC and (ii) VR Advisory Services (UK) LLP (each, a “Relying Advisor”). Unless specifically noted otherwise, the responses to this Form ADV Part 2A combine information about VR Advisory Services Ltd and the Relying Advisors (together, “VR”). VR Advisory Services Ltd is under common control with each Relying Advisor, as all three entities are ultimately principally owned by VR Capital Holdings Ltd. via intermediate subsidiaries, including VR Capital Group Ltd., VR Capital Participation Ltd. and VR Capital (UK) Ltd, and all of these affiliates are indirectly controlled by Richard Deitz, our founder and Fund Manager. Currently, VR Advisory Services Ltd provides investment management services by acting as the General Partner and/or Investment Advisor to six hedge fund clients (each a “Fund,” and collectively, the “Funds”) and to one separately managed account (the “SMA” and, together with the Funds, each a “Client,” and collectively, the “Clients”):

VR Global Partners, L.P.;

VR Global Offshore Fund Ltd.;

VR Global Onshore Fund, L.P.;

VR Argentina Recovery Fund II, L.P.;

VR Argentina Recovery Offshore Fund II Ltd.;

VR Argentina Recovery Onshore Fund II, L.P.; and

An SMA for the sole benefit of a VR affiliate.

VR Global Offshore Fund Ltd. and VR Global Onshore Fund, L.P. (the “VR Global Feeder Funds”) have invested all of their respective investable assets in VR Global Partners, L.P., which is the master fund in a master-feeder structure with an actively traded portfolio of assets in both emerging and developed markets, with a historically strong orientation towards emerging market issuers. VR Argentina Recovery Offshore Fund II Ltd. and VR Argentina Recovery Onshore Fund II, L.P. (the “VR ARF II Feeder Funds,” together with the VR Global Feeder Funds, the “VR Feeder Funds”) have invested all of their respective investable assets in VR Argentina Recovery Fund II, L.P., which is the ‘master fund’ in a master-feeder structure with an actively-traded portfolio of assets of issuers located in and/or related to Argentina. We have communicated to investors that the three VR Argentina Recovery Funds are expected to be wound down during 2026, subject to market conditions and the terms of the relevant governing documents. On behalf of our Clients, we research, evaluate and execute investments in all kinds of assets including, but not limited to, debt and equity securities and derivatives, in accordance with each such Client’s Limited Partnership Agreement, Memorandum & Articles of Association, Investment Advisory Agreement and/or other governing documents, as well as the investment strategies set forth

in the Private Offering/Placement Memoranda of the VR Feeder Funds, and as described in more detail below within Item 8. Methods of Analysis, Investment Strategies and Risk of Loss. Investors should thoroughly review the relevant Private Offering/Placement Memoranda, Limited Partnership Agreements, Memoranda & Articles of Association, Investment Advisory Agreements and/or other governing documents for additional detailed information for matters discussed in this brochure. Other than with respect to the SMA, we do not modify our securities recommendations to our Clients according to the particular interests of our Clients’ underlying investors, nor do we allow such investors to place restrictions on the trading we conduct for our Clients. From time to time, we enter into side letter agreements with certain investors in our Funds (“Fund Investors”) that negotiate for such rights. Such side letters do not contain terms that would reasonably be expected to: (i) create conflicts with our fiduciary duties to our Funds and their underlying Fund Investors; or (ii) provide any Fund Investor with more favorable treatment with regard to: (a) preferential economic terms or fees; (b) enhanced liquidity or redemption rights; or (c) material transparency into our Funds’ portfolios. We do not participate in any wrap fee programs. As of March 31, 2026, VR managed approximately $9,765,000,000 in Client assets (valued as of February 28, 2026) on a discretionary basis (Regulatory Assets Under Management). Net asset value totaled approximately $9,588,000,000. We do not manage any Client assets on a non-discretionary basis.

VR generally receives compensation from our Funds based both on the percentage of assets we manage and on performance achieved for our Funds’ accounts. VR generally charges our Funds an asset-based management fee based upon the net asset value equal to 0.125% per month (a 1.5% annual rate) of each Fund Investor’s capital account. VR also charges a performance-based profit allocation equal to 20% of each Fund Investor’s annual net realized and unrealized profits subject to a ‘loss carry forward’ or ‘high water mark’ limitation. This means that VR only receives a performance profit allocation when a Fund Investor’s account value for the year has recovered any losses from all prior years. For Fund Investors in the VR Global Feeder Funds, redemptions or withdrawals within 12 months of each subscription are subject to an early redemption fee equal to 4.5% of the aggregate net asset value of the interests redeemed, payable to VR Global Partners, L.P. For Fund Investors in the VR Argentina Recovery Feeder Funds, no redemptions or withdrawals are permitted within 12 months of each subscription. VR may elect to waive and/or alter the asset-based management fees and/or performance-based profit allocations payable by Fund Investors.

The Funds' governing documents permit the establishment of one or more classes of shares or interests carrying reduced or no management fees and/or performance-based profit allocations without existing Fund Investors' consent. Such classes, which are otherwise on identical terms to other classes, may be offered to VR, its affiliates, their principals and employees (including immediate family members) and vehicles managed or sponsored by any of them. As these affiliated investors may invest without bearing such fees or allocations, this arrangement may give rise to conflicts of interest. VR charges the affiliated investor in the SMA (the “SMA Investor”) a management fee that is negotiated directly between VR and the SMA Investor. Such fees are calculated in accordance with its Investment Advisory Agreement with VR. The SMA bears certain expenses, subject to the negotiated terms of its Investment Advisory Agreement. Except as described above, VR’s fees are not negotiable and are not-refundable. VR generally accrues asset-based management fees described above monthly against each Fund Investor’s capital account and pays such fees to VR quarterly. VR accrues the performance-based compensation mentioned above monthly against each Fund Investor’s capital account monthly, if applicable, and these are crystallized at the end of each year, or whenever a Fund Investor makes a withdrawal, but only on the withdrawn amount. In connection with our advisory services and pursuant to our Funds’ organizational documents, our Funds, and consequently the Fund Investors, can be expected to bear all applicable costs, fees and expenses incurred in connection with the Funds’ organization and operations, including those related to: (i)

investment programs, including: (A) researching, making, holding, monitoring or disposing of investments (including prospective investments, whether or not consummated), including costs, fees and expenses related to research, due diligence, proxies, brokerage commissions and borrowing charges on investments sold short; (B) market data, including alternative data and expert networks (including any computer hardware and software incorporated into the cost of obtaining such research and market data, including third-party vendors necessary to process such data and any customized development and implementation costs); (C) exchange, clearing and settlement charges and other trading-related costs, fees and expenses (including trade errors that are not the result of willful misconduct, recklessness or gross negligence), appraisal fees and investment-related travel expenses (which are travel expenses related to the purchase, sale or transmittal of, or due diligence regarding, investments, including transportation, lodging, meals, admission costs for attending conferences related to such investments and other similar costs and expenses); (D) investment banking fees and expenses, such as underwritings and private placement expenses; (E) interest on, and commitment fees and expenses arising out of, debt balances or borrowings (including stock borrowings) and banking and custody fees; and (F) fees of consultants and finders relating to investments;

(ii)

any withholding, transfer or other taxes imposed or assessed on or collected from a Fund (including any interest and penalties);

(iii)

compliance, regulatory filings or regulatory and governmental inquiries including: (A) all costs, fees and expenses associated with any investigations, responding to any

subpoenas, participating in any proceedings, entering into any settlements or disgorging any profits (1) for activity involving a Fund or, to the extent the conduct is covered by the indemnification or exculpation obligations of a Fund, any person entitled to indemnification, or (2) that are directly related to investments or business as an investor; (B) all costs, fees and expenses (including legal fees and expenses) incurred to comply with any applicable federal, state or other laws, rules or regulations (including rules and regulations from self-regulatory organizations, as well as privacy and data protection laws) to the extent such costs, fees and expenses directly relate to a Fund’s activities, including costs, fees and expenses incurred in connection with reporting, licensing, registration requirements and regulatory filings each directly related to a Fund’s activities (including filings made to the U.S. Securities and Exchange Commission, the UK Financial Conduct Authority, the Cayman Islands Monetary Authority and other regulatory bodies as applicable); (C) all compliance costs, fees and expenses directly related to the Partnership’s activities, including costs of third-party compliance consultants providing advice in connection with investmentrelated compliance obligations; (D) anti-money laundering officer fees and expenses and costs associated with FATCA compliance or KYC obligations (such as outsourced diligence services) and any filings made or expenses incurred by a Fund directly relating to a Fund’s activities; and (E) trade-related compliance expenses; (iv)

any legal expenses, including all costs, fees and expenses of legal counsel or other experts or consultants in connection with advice relating to a Funds’ legal affairs, taxrelated issues and ongoing operations (including the updating of Funds’ offering documents, processing transfer requests, obtaining any fairness opinion, including in connection with any adviser-led secondary transaction, negotiating with prospective Fund Investors and extraordinary legal expenses, such as those related to any litigation or investigation involving the Funds’ activities or regulatory investigations of or proceedings directly related to the Funds’ activities, as well as any associated judgments or settlements associated with such investigations or proceedings);

(v)

financial and tax accounting, tax advisory fees, tax compliance and filings-related costs (including FATCA compliance), bookkeeping and reporting services and administrative services, including the cost of any audit of Funds’ financial statements and the preparation of its tax returns;

(vi)

any attorneys, appraisers, accountants, consultants or other experts, as well as other expenses, in each case specifically related to particular investments;

(vii)

obtaining, maintaining or performing systems, research and other information, including: software tools, programs or other technology, such as portfolio risk management services, utilized in managing the investments (including technology used for accounting purposes, such as the costs of statistics and pricing services, service contracts for quotation equipment and related hardware, software, third-party software licensing, implementation, data management and recovery services, database packages, all costs and expenses associated with Bloomberg terminals, compliance of investments, technology and communications systems and customized development and implementation costs);

(viii)

the organization of Funds including operation and maintenance of special purpose vehicles and the offering and sale of the interests, including legal, accounting and

administrative fees, printing costs, expenses related to preparing offering documents and other marketing materials, costs of reporting and providing information to Fund Investors, expenses related to the negotiation of and compliance with side letters, travel expenses (including transportation, lodging, meals and other similar costs and expenses) related to Funds’ offerings, registration and other filing fees (including any Form D and “blue sky” filing fees), other out-of-pocket expenses, the cost of compliance with any applicable federal, state and other laws directly related to the Funds’ activities, additional agreement negotiations and other similar expenses; (ix)

holding any meetings of Fund Investors;

(x)

valuation of the investments or Funds’ assets, including independent third-party valuation experts, opinions and hardware, software and other technology used to facilitate valuations;

(xi)

management fees;

(xii)

winding up and liquidation;

(xiii)

meetings and other out-of-pocket expenses of the Funds’ Advisory Committees and their members, including, without limitation, all reasonable travel expenses (including transportation, lodging, meals and other similar costs and expenses) incurred in attending meetings of the Advisory Committee or any sub-committee of the Advisory Committee or any general meeting or any meeting held in connection with the business of a Fund;

(xiv)

indemnification obligations;

(xv)

maintaining directors and officers liability, errors and omissions, cost of corrections, employment practices liability and similar liability insurance (including tail insurance coverage);

(xvi)

credits due to, or charges uncollected from, former Fund Investors, with applicable interest; and

(xvii) reporting and providing information to existing and prospective Fund Investors. For more information on brokerage transactions and costs, please see Item 12. Brokerage Practices. Where VR determines that it is appropriate for certain expenses to be shared amongst multiple Clients, such expenses will be allocated on a fair and equitable basis, which means: (i) pro rata based on the net asset values of such Clients’ accounts; or (ii) otherwise if VR determines that due to the nature of the expense and the relative distributions of its benefits among such Clients, such expenses would be more appropriately allocated on a non-pro rata basis. VR and its personnel can be expected to receive certain intangible and/or other de minimis and/or difficult to value benefits arising from activities undertaken on behalf of our Clients that will not be subject to an offset against any fees payable. For example, travel costs incurred as Client expenses can result in cash rebates or credits in loyalty/status/credit card programs, and such benefits will inure to VR and/or its personnel, though the cost of the underlying service is borne by our Clients. Fund Investors are only allowed to withdraw capital at the end of each quarter. Accordingly, we will not charge or deduct fees from a Fund Investor’s account for any period beyond a withdrawal date

and, therefore, we avoid situations in which we would owe a Fund Investor a refund of any fees paid in advance. The SMA Investor may only withdraw assets in accordance with the terms of its Investment Advisory Agreement. Neither VR nor any of our personnel receive any transaction-based compensation for the sale of securities or other investment products, including charges or fees from the sale of mutual funds.

Methods of Analysis and Investment Strategies On behalf of our Funds, we invest in a range of strategies encompassing distressed securities (both corporate and sovereign), special situations, value-oriented, relative value and arbitrage-oriented investment theses. We invest in a wide variety of instruments including bonds, loans and other claims, listed and unlisted equities, private securities, real assets, other pooled investment vehicles, repurchase agreements, futures, forwards, swaps, options and other derivative securities, and local currency and local interest rate products. For VR Global Partners, L.P., these investment strategies encompass securities in both emerging and developed markets, although historically, our greatest emphasis has been on distressed debt securities in emerging markets. VR Argentina Recovery Fund II, L.P.’s portfolio is specifically focused on assets of issuers located in and/or related to Argentina. While the degree of emphasis on distressed debt securities in our investment strategy at any given time will be a function of our estimation of the attractiveness of opportunities within the full range of strategies that we pursue, we believe as a general matter that distressed debt in emerging markets often enjoys very favorable investment characteristics. By focusing on debt that is trading at distressed levels, we attempt to identify situations in which claims can be purchased at a significant discount to their intrinsic or ultimately realizable value. In many respects, this approach bears significant similarities to a value investing approach used by certain equity investors. For the SMA, the investment strategies employed are specifically tailored to the SMA Investor, a VR affiliate, and are currently not provided or made available to any other parties and are generally not appropriate for the Funds. These strategies include investments in securities issued by pooled

vehicles, such as hedge funds and private equity funds managed by third-party investment advisors (“Externally Managed Funds”). Our general method of analysis of distressed securities begins with fundamental research into the particular issue. This fundamental research has three elements: (i) issuer fundamentals; (ii) legal structure and creditors’ rights; and (iii) restructuring analysis, as outlined below: (i)

Issuer Fundamentals: We attempt to determine the issuer’s ability and willingness to service its obligations by considering questions such as: Does the issuer have a viable business model? Is the issuer generating sufficient cash flow for operating needs and/or debt servicing? Would the issuer take a business-like approach to negotiating with creditors if it could not service the instrument? What motivates the issuer to continue servicing the instrument? Is the issuer undertaking a debt buyback? Under what conditions would a buyback be contemplated? Is the issuer’s business subject to political shifts or politically motivated interference? We research these issues through a variety of sources. Issuer visits and ongoing dialogue with issuers provide a direct source of information. In addition, we may attempt to seek out corroborating public information by contacting suppliers, customers, contractors, bankers and/or others who routinely interact with issuers. We also review communications issued by, and maintain dialogues with, ministries of finance, central banks and other relevant agencies in many emerging market countries, as well as multilateral institutions such as the International Monetary Fund, the World Bank and the European Bank for Reconstruction and Development. We maintain contacts with think tanks, expert networks, consultants and independent analysts and economists throughout our regions of focus. Various banks and brokers provide additional research and assist in contacts with issuers. In doing so, we actively ensure that engaging with our research sources does not cause a conflict with the prospective source’s duties of trust and confidence to third parties or raise the appearance of impropriety due to conflicts of interest. In this regard, our personnel are required to adhere to our Investment Advisor Compliance Manual, our Code of Ethics and the policies and procedures related to insider trading and the handling of material nonpublic information (“MNPI”) therein in order to provide us, and our Clients, with further protection against the risk that in the course of such research, we were to receive MNPI that would raise insider trading issues and restrict us from trading.

(ii)

Legal Structure and Creditor’s Rights: We thoroughly examine the relevant legal documents for securities or loans we consider for investment by the Clients we manage. In the examination process, an analysis is made of the actual and perceived seniority of the claim. We analyze the remedies available in the event of default. We pay special attention to issues including, but not limited to: jurisdiction of governing law; enforceability of judgments; rights of set-off; ability to attach assets of the issuer; and the practical ability of a debt holder to disrupt business as usual for the issuer. We make use of both local and global legal counsel where appropriate in undertaking this analysis. We will also typically contact the issuer to discuss our legal analysis.

(iii)

Restructuring Analysis: We model various restructuring scenarios for an issuer’s debt and make an assessment as to the probabilities of various outcomes. Various return characteristics are evaluated, such as: yield to expected worst case; yield to anticipated

outcome; and yield to maturity. Particular attention is paid to the timing of cash flows from the instrument using benchmarks such as break-evens and payback periods. We heavily focus on worst-case analyses and seek investments in which asset prices have fallen to levels below their value even in worst case restructuring outcomes. For certain defaulted debts we may contact the issuer, debtors of the issuer, trading firms and/or customers of the issuer to explore opportunities to bilaterally negotiate offsets, swaps or buybacks. Where our Clients purchase debt with the intention of entering into such an arrangement we will, as a general rule, seek to gain a high level of comfort that a transaction will be able to be consummated prior to committing capital to the instrument. Complementing our fundamental research of distressed debt instruments, we maintain communications with securities dealers in major financial centers and local markets. We have access to the research and execution of the major brokerage houses as well as smaller, boutique firms specializing in emerging markets and distressed debts. We closely monitor transaction flow in these markets in order to gauge overall market liquidity and to source and unwind positions. Our Fund Manager, Richard Deitz, and our other Senior Portfolio Managers and Portfolio Managers have significant experience in executing trades in emerging market debt instruments. While our investment strategy with regard to distressed securities is primarily geared towards debt instruments, we will tend to take a broad view of distressed investing. Consequently, investments may be made in other elements of an issuer’s capital structure including convertible bonds, equities and warrants. Further, investments may be made in securities that would not be considered distressed. We engage in short selling and use derivative instruments related to various asset classes for hedging or speculative purposes. The foregoing description is general and is not intended to be exhaustive. Risk of Loss Our management of our Clients’ trading activities requires the exercise of our judgment. There is no assurance that our advice and methods will result in profitable trading or avoid losses. An investment in any of our Clients involves a number of significant risks and other considerations, is suitable only for sophisticated investors, and requires the financial ability and willingness to accept the high risks inherent in such an investment as an investor could lose all or a substantial amount of its investment. The following explanation of certain risks associated with an investment in our Clients is not exhaustive, but rather highlights some of the more significant risks. The risk factors associated with an investment in each of our Funds are set forth in greater detail in the Private Offering/Placement Memorandum for each Fund, which is sent to prospective Fund Investors. Prospective Fund Investors should thoroughly review and consider the risk factors set forth in the Private Offering/Placement Memorandum with financial, legal and/or tax advisors and conduct such due diligence as the prospective Fund Investor and its advisors deem appropriate prior to making an investment in one of our Funds.

Certain general risks associated with any investment in our Funds include: Investment Judgment and Market Risk. The success of our investment programs depends, in large part, on our correctly evaluating future price movements of potential investments. We cannot guarantee that we will be able to accurately predict these price movements and that our investment programs will be successful. Investment and Trading Risk Generally. Investments in securities and other financial instruments involve a degree of risk that the entire investment may be lost. The use of short sales and options trading can, in certain circumstances, substantially increase the impact of unfavorable price movements on our Funds’ investments. Substantial risks are also involved in borrowing and lending against such investments. Also, changes in the general level of interest rates may negatively affect our Funds’ results. Many of the instruments our Funds invest in are traded not on exchanges, but rather through an informal network of banks and dealers that have no obligation to provide liquidity in these instruments and can apply essentially discretionary margin requirements. Our Funds may undertake a high level of investment, which may result in increased transaction costs to be borne by the Funds. Market Disruption Events. Investments may be adversely affected by unforeseen events involving such matters as political crises, military actions, terrorist attacks, natural disasters, sanctionrelated trading suspensions, public health issues (including epidemics and pandemics such as the COVID-19 coronavirus) or other geopolitical or extraordinary circumstances or events. Such market disruption events and their possible negative impact on economic fundamentals, securities markets, interest rates, credit ratings, inflation, investor sentiment and consumer confidence may increase the risk of default of certain issuers, negatively impact market value, increase market volatility, cause credit spreads to widen, reduce liquidity or cause markets to cease operating for a limited or indeterminate period of time, all of which could have an adverse effect on our Funds’ investment portfolios and on our ability to source new investments. In addition, governmental or regulatory authorities could impose trading restrictions that could adversely affect our ability to adjust our Funds’ portfolios. During such a market disruption event, it may be difficult for VR to trade and/or value the positions that trade in the affected markets, and our Funds may be exposed to significant movements in the perceived value of instruments without our having the ability to trade or value those instruments. Dependence on Key Person. The investment performance of our Funds will be substantially dependent on the services of Richard Deitz. In the event of the death, disability, or departure of Richard Deitz, the value of Fund Investors’ investments can be expected to be adversely affected by the absence of the skills and experience provided by Mr. Deitz in the management of the Funds and their investment portfolios. The Funds’ Private Offering/Placement Memoranda contain a key person event provision which provides that in the event of the death, disability, or departure of Richard Deitz, the Board of Directors will seek to ensure that all Fund Investors that request to withdraw their interests in our Funds shall be able to do so in an expeditious manner while giving due consideration to preservation of value and protection of the interests of non-redeeming shareholders, according to schedules determined by the Funds’ Boards of Directors, in conjunction with VR. If Fund Investors request to redeem a substantial portion of their interests in our Fund(s) under such circumstances, it is likely that VR will be required to sell assets of such Fund(s) at a time at which it would not otherwise have chosen or at a price less than what might have been realized if it were not required to

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VR provides investment advice to privately placed pooled investment vehicles, or hedge funds, and not individually to the Fund Investors. The underlying Fund Investors are typically:

Family offices, trusts and estates;

Endowments, foundations and other charitable organizations;

Institutional investors, funds of funds and allocators;

High net worth individuals;

Pensions and profit sharing plans; and

Corporations, partnerships or other business entities (private banks, insurance companies, etc.).

VR also provides investment advice specifically tailored to the SMA Investor, a VR affiliate. This investment advice is currently not provided or made available to any other parties. Investment Requirements To invest in any of the VR Feeder Funds, we generally require a minimum investment of $1,000,000, although at times we may accept investments of a lesser amount in our sole discretion, provided investments in VR Global Offshore Fund Ltd. and VR Argentina Recovery Offshore Fund II Ltd. remain subject to Cayman Islands minimum investment requirements. Interests in the VR Feeder Funds are not registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and none of the VR Feeder Funds are registered as “investment companies” under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”). Accordingly, we require that U.S. Fund Investors must meet the requirements for an “accredited investor” under the Securities Act and a “qualified purchaser” within the meaning of the Investment Company Act. Such Fund Investors must also meet the standards of a “qualified client,” as defined in the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”). This brochure is neither an advertisement, an offer to sell, a recommendation, nor a solicitation of any offer to buy any securities or investment advisory services, including interests in any Fund.

As explained above in Item 5. Fees and Compensation, VR generally receives a performance-based fee in the form of a profit allocation from Fund Investors. The performance-based profit allocation may create an incentive for VR to make riskier or more speculative investments than would be the case in the absence of such allocation. The performancebased profit allocation is calculated on the basis of both realized and unrealized appreciation of Client assets, and accordingly may be greater than if based solely on realized gains. Because the SMA and the Funds may pursue different strategies, have different liquidity parameters and be subject to different fee arrangements, conflicts may arise in the allocation of investment opportunities, dispositions of investments and investment personnel time and attention. VR is aware of and has adopted and implemented policies and procedures intended to address conflicts of interests relating to the management of Clients’ accounts with different fee arrangements, different investment strategies and allocation of investment opportunities. Compliance conducts regular allocation reviews among the Funds and the SMA in accordance with documented policies and procedures.

Neither VR, nor any of our directors, officers or principals is registered as a broker-dealer or a representative of a broker-dealer or has an application pending to register as a broker-dealer or a registered representative of a broker-dealer. Neither VR, nor any of our directors, officers or principals is registered, or has an application pending to register, as a futures commission merchant, commodity pool operator, a commodity-trading advisor or is an associated person of any of the above. As noted above in Item 4. Advisory Business:

VR Advisory Services Ltd provides investment management services by acting as the General Partner and Investment Advisor to six Funds and the SMA:

VR Global Partners, L.P.;

VR Global Offshore Fund Ltd.;

VR Global Onshore Fund, L.P.;

VR Argentina Recovery Fund II, L.P.;

VR Argentina Recovery Offshore Fund II, Ltd.;

VR Argentina Recovery Onshore Fund II, L.P.; and

An SMA for the sole benefit of a VR affiliate.

VR Advisory Services Ltd is itself advised by two Relying Advisors: (i) VR Advisory Services (USA) LLC based in New York; and (ii) VR Advisory Services (UK) LLP based in London and authorized by the U.K. Financial Conduct Authority. Each of the Relying Advisors is involved in identifying and monitoring investments made on behalf of our Clients. The Relying Advisors do not advise any entities unaffiliated with VR.

We do not recommend or select other investment advisors for our Clients. However, the Clients we advise do invest in Externally Managed Funds from time to time. In such instances the investors in our Clients bear the fees (including performance compensation, if any) charged by the investment advisors (or their affiliates) of the Externally Managed Fund in addition to the fees and other compensation charged by our Clients. We receive no compensation directly or indirectly from such investment advisors and have no material conflicts of interest.

Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Each of VR Advisory Services Ltd and its two Relying Advisors has adopted a single Code of Ethics and Personal Trading Policy in accordance with Section 204A-1 of the Advisers Act. In addition to detailing our policies on outside activities, the receipt and giving of gifts, political contributions, personal relationships and charitable contributions, our Code of Ethics works to ensure that our personnel avoid any potential conflicts and ensure compliance with any applicable legal and regulatory requirements by requiring that, at all times, our personnel shall: (i) place the interests of our Clients first; (ii) avoid taking inappropriate advantage of Client positions; and (iii) conduct all personal securities trading in full compliance with our Code of Ethics. In brief, our Personal Trading Policy requires that all personal trades (with limited exceptions) made by VR personnel (including their immediate family and affiliated accounts) are subject to a preapproval compliance review that screens for any potential conflict of interest between our personnel and our Clients that may arise from the transaction. It also prohibits our personnel from trading in a security while the individual and/or VR are in possession of MNPI regarding that security. VR maintains a restricted list that identifies any securities that cannot be transacted by any VR employee, including members of their household. All VR personnel (including their immediate family members) with personal trading accounts must provide VR’s Compliance department with copies of account statements no less frequently than quarterly, irrespective of account activity.

The Code of Ethics and Personal Trading Policy is distributed to all VR personnel and supplemented with training at the time of their hire and periodically thereafter, and VR retains written confirmation that personnel have received, understand and abide by its Code of Ethics and Personal Trading Policy. Upon request, any of our current or prospective Clients or investors can obtain a copy of our Code of Ethics and Personal Trading Policy by contacting VR’s Investor Relations department. VR does not regularly recommend securities to our Funds, buy or sell for our Funds’ accounts securities in which we, they or our affiliates have a material financial interest, or engage in principal transactions or related party transactions in the ordinary course of business operations. However, in instances where VR does engage in principal transactions or related party transactions, VR is required to make such disclosures, obtain such informed consents and effect such transactions in accordance with the requirements of Section 206(3) of the Advisers Act and our Code of Ethics. Our affiliates, including the SMA Investor, and VR personnel have the ability to seek prior approval to buy or sell the same securities (or related securities or instruments, e.g., warrants, options, futures and other derivatives) for their own accounts that we buy or sell (or are under consideration) for our Funds’ accounts. Our affiliates, including the SMA Investor, and VR personnel have the ability to seek to make these transactions at or about the same time as we buy or sell (or consider) the securities for our Funds’ accounts. We believe that when our affiliates, including the SMA Investor, or VR personnel make the same investment with their own capital as those we execute on behalf of our Funds this confirms their belief in the investment strategies that we employ on behalf of our Funds. Nevertheless, we recognize these transactions would create a conflict of interest between the affiliate, including the SMA Investor, or VR personnel and our Funds, particularly when liquidity in the security or instrument is limited. Therefore, all such investments described above require the prior approval of both the Fund Manager and VR’s Chief Compliance Officer. Any such approval is likely to be conditioned upon one or more of a number of factors, including but not limited to an extended holding period or other restrictions on the trading activity of our affiliates, including the SMA Investor, and VR personnel. Trades by our affiliates, including the SMA Investor, and VR personnel would generally not be aggregated with Fund trades and any exception must be approved by the Fund Manager in keeping with the principles of fiduciary responsibility and equitable allocation, in order to ensure that ‘the Fund comes first’ and that personal trading activity will not affect the Funds’ ability to conclude similar transactions at the best price otherwise available.

We have complete investment and brokerage discretion over our Clients’ accounts. We select brokerdealers for our Clients’ securities transactions and determine the reasonableness of their compensation based on a number of factors. When determining our best execution strategy for a particular order, we take into account the nature and characteristics of the order, the prevailing conditions within the market(s) in question and a range of other quantitative and qualitative execution factors, including, but not limited to, the following:

the financial strength, reputation, experience, integrity and stability of the brokerdealer;

the ability to effect prompt and reliable executions at favorable prices, including the applicable broker-dealer spread or commission, if any;

the likelihood of execution and settlement (in some cases, utilizing a particular broker may be the only means to execute a particular trade);

the operational efficiency or speed with which transactions are effected, taking into account the size of order, the liquidity of the security, the difficulty of execution and/or a broker-dealer’s inventory;

the broker-dealer’s proven expertise in a given security or market; and

the broker-dealer’s ability to provide discretion and preserve the confidentiality of our trading activity.

We generally consider price as the primary determinant of best execution; however, this is not always determinative. Given the diversity of market structures and financial instruments that we encounter, it would be impractical to uniformly apply a single standard of best execution. For example, utilizing an executing broker that has specific knowledge of and expertise in certain markets can be effective for resolving market-specific liquidity issues, achieving settlement and/or addressing foreign exchange concerns. Thus, different factors are taken into account when assessing our best execution strategy in the context of different instruments and markets. Although the Funds' governing documents authorize VR to utilize “soft dollar benefits,” VR does not utilize research or other products or services other than execution from broker-dealers or third parties in connection with our Clients’ securities transactions (‘soft dollar benefits’), nor do we consider referrals in selecting or recommending broker-dealers. With regard to inducement rules under the Markets in Financial Instruments Directive II, VR’s Clients do not bear the expenses for any brokerdealer research prohibited under such rules, and any such research services VR subscribes to are paid for by VR itself. VR does not recommend, request or require that our Clients or any investors in our Clients, direct us to execute transactions through a specified broker-dealer. We do not permit our Clients or any investors in our Clients to direct us to execute transactions through a specified broker-dealer. We currently advise three Clients with active trading portfolios, VR Global Partners, L.P., VR Argentina Recovery Fund II, L.P., the two master funds, and the SMA. The four VR Feeder Funds have invested all of their respective investable assets in their respective master funds and do not actively trade. When VR determines that it would be appropriate for multiple Clients to simultaneously participate in the same investment opportunity, we will generally seek to execute aggregated orders in a fair and equitable manner for all such Client accounts. Such aggregation may result in a more favorable price or a better commission rate. However, VR is not required to aggregate Client orders and may, when deemed appropriate, execute each Client’s transactions on an individualized basis notwithstanding that doing so may result in less favorable prices or higher commission rates. VR endeavors not to carry out an aggregated order if it is likely to work to the disadvantage of any particular Client. Generally, whenever trades are aggregated and the volume of securities transacted is sufficient to meet the requirements of each participating Fund’s account, allocations will be made such that each of the Funds will acquire its fully intended allocation and conflicts of interest should not arise. However, no guarantee can be made that suitable opportunities and aggregated trades will be sufficient in volume and therefore, from time to time, VR will allocate investment opportunities on a

fair and equitable basis by taking into consideration such factors as it deems relevant, including, but not limited to:

each applicable Fund’s total net asset value or sector-specific net asset value, available capital, available liquidity, portfolio composition and/or risk profiles; and

the specific investment opportunity’s size, price, expected time horizon and/or liquidity.

If all aggregated orders for a security cannot be executed at the same price, VR will, to the greatest extent possible, allocate the trades such that the order for each Fund account is filled at the same average price. Similarly, if an order on behalf of multiple Funds cannot be fully executed under prevailing market conditions, we will allocate the trade among the different Fund accounts on a fair and equitable basis.

VR does not, nor do any principals or personnel of VR, receive any economic benefit from non-clients for providing advisory services to our Clients. VR does not, nor do any principals or personnel of VR, compensate anyone or any organization for client referrals.

There are no:

legal or disciplinary events;

criminal or civil actions, orders, judgments or decrees;

pending criminal proceedings;

administrative proceedings before the SEC, any other U.S. federal regulatory agency, any state regulatory agency or any foreign financial regulatory authority; or

self-regulatory organization proceedings,

that would be material to a current or prospective Client or investor in its evaluation of VR’s advisory business or the integrity of VR’s management.

Our Fund Manager, Richard Deitz, generally reviews VR Global Partners, L.P.’s, VR Argentina Recovery Fund II, L.P.’s and the SMA’s accounts on a daily basis to ensure that the assets in their portfolios, including cash, are sold and re-allocated in a regular and timely manner. VR’s Chief Compliance Officer reviews all transactions on a monthly basis to ensure they comply with each Client’s investment guidelines and in accordance with VR Advisory Services Ltd’s allocation policy. State Street Fund Services (Ireland) Limited (“State Street”) serves as our Funds’ administrator and provides our Funds’ underlying Fund Investors with monthly statements that contain information about each Fund Investor’s account. State Street also provides a quarterly transparency report that confirms to Fund Investors that State Street has received verification from independent sources regarding the existence of assets held by VR Global Partners, L.P. and VR Argentina Recovery Fund II, L.P., the master funds, their market value, and the extent to which such verification has not been received. We provide Fund Investors with monthly investor letters that contain a review of our Funds’ performance, we provide summary portfolio statistics for the relevant month and we host quarterly investor conference calls to review the performance of the relevant quarter. All of this information is accessible within State Street’s secure investor login area, which may be accessed via our website (www.vr-capital.com). We also furnish Fund Investors with annual audited financial statements and annual tax information (K-1) to assist U.S. investors in completing their tax returns. Investors in our Funds should carefully review all of these statements, reports, letters and information. Any services provided to the SMA are subject to the terms of its Investment Advisory Agreement.

While it is generally VR’s practice not to accept or maintain physical possession of our Clients’ assets, we are deemed to have custody of such assets under Rule 206(4)-2 of the Advisers Act because we have the authority to obtain possession of our Clients’ assets and to access our Clients’ funds and deduct fees and expenses from our Clients’ accounts. Notwithstanding the foregoing, VR will, when necessary, occasionally hold certificates of privately-issued securities on behalf of our Clients in secure, locked safes in one of its office locations. In order to comply with Rule 206(4)-2, we utilize the services of qualified custodians (as defined under Rule 206(4)-2) to hold our Clients’ assets. This applies to all of our Clients’ assets, other than when use of a qualified custodian is not required in accordance with an exemption under Rule 206(4)-2 and any related SEC guidance. In accordance with Rule 206(4)-2, we also: (i) engage an outside auditor to audit our Funds at the end of each fiscal year; and (ii) distribute the results of the audit in audited financial statements that are prepared in accordance with U.S. Generally Accepted Accounting Principles to all Fund Investors within 120 days after the end of their fiscal year. Fund Investors should carefully review all of these results. Finally, we receive regular (mainly daily, but monthly at a minimum) account statements from our qualified custodians on behalf of our Clients, which we compare with our own records.

Scope of Authority VR accepts discretionary authority to manage our Clients’ securities accounts. Essentially, this means that we have full authority to determine, without obtaining specific consent from our Clients or their underlying investors, which securities to buy or sell and the amount of securities to buy or sell. Despite this broad authority, we are committed to adhering to the investment strategy and program set forth in our Clients’ Private Offering/Placement Memoranda, Limited Partnership Agreements, Memoranda & Articles of Association, Investment Advisory Agreements and/or other governing documents. Richard Deitz, our Fund Manager, and our Chief Compliance Officer each regularly review our Clients’ accounts to ensure that we are observing our Clients’ investment strategies and objectives. Procedures for Assuming Authority Before accepting their subscriptions for interests, we provide all prospective Fund Investors in each of our VR Feeder Funds with the appropriate Private Offering/Placement Memorandum that sets forth, in detail, our investment strategy and program. By completing our VR Feeder Funds’ subscription documents to acquire an interest in one of the VR Feeder Funds, Fund Investors grant VR complete authority to manage their investments in accordance with the Private Offering/Placement Memorandum they received.

VR has adopted Proxy Voting Policies and Procedures pursuant to Rule 206(4)-6 of the Advisers Act. VR receives all of our Clients’ proxies and similar solicitations, reviews each proxy along with related

materials VR believes comprise complete and accurate information and exercises the authority to vote, in its sole discretion, proxies (or similar solicitation) on behalf of our Clients. It is our policy to cast proxy (or similar solicitation) votes in a manner we believe to be in the best interests of our Clients and to ultimately maximize the value of our Clients’ investments, taking into account: (i) the impact on the value of such investments; (ii) anticipated costs and benefits; (iii) the continued or increased availability of portfolio information; and (iv) industry and business practices. Occasionally, VR will choose not to vote a proxy (or similar solicitation) if we determine that the vote was not in doubt and/or the vote would require an unnecessary expenditure of time and incur unnecessary costs associated with reviewing the proxy materials. When voting, VR generally gives significant weight to the views of the management of issuers we have supported. We often cast proxy votes through institutional third-party service providers that process and distribute proxy materials, voting instructions and other information or by mailing in a hard copy of a proxy voting card as per the instructions provided by the issuer. Any third-party service provider that facilitates our proxy votes does not provide us with advice or recommendations in connection with proxy votes. Neither our Clients, nor investors in our Clients, can direct us to vote proxies in a certain manner. If any material conflict of interest were to arise in connection with proxy voting on behalf of our Clients, VR’s senior management shall be consulted and shall make a final determination as to Clients’ proxy vote, taking into account VR’s fiduciary responsibilities and the conflict of interest itself shall be fully and fairly disclosed to the affected investors in our Clients. Upon request, any of our Clients or investors in our Clients can obtain: (i) a copy of our proxy voting policy and procedures; and/or (ii) all relevant information concerning proxy votes cast on behalf of our Clients by contacting VR’s Investor Relations department. We maintain the following records relating to proxy voting in our offices:

Copies of our proxy voting policy and procedures;

Copies of proxy statements received for our Client’s securities;

Records of proxy votes cast on behalf of our Clients and any documentation that was material to making a decision on voting proxies or that memorializes the basis for those decisions; and

Copies of written requests from investors in our Clients for information on how we voted any proxies and our written responses to those investors in our Clients.

We do not require nor do we solicit prepayment of fees from Clients or investors in our Clients. We are not aware of any financial condition that is likely to impair our ability to meet our contractual commitments to our Clients. VR has never been the subject of a bankruptcy petition.