Fees and Compensation
A. Describe how you are compensated for your advisory services. Provide your fee schedule.
Disclose whether the fees are negotiable.
Deerpath BDC Adviser will be compensated for its advisory services generally through a
management fee charged to DCP (the “Management Fee”). Deerpath expects to receive a quarterly
Management Fee from DCP equal to 0.187% (0.75% per annum) on gross assets from investors.
Deerpath BDC Adviser reserves the right to waive some or all fees for certain investors in DCP,
including for investors who are affiliated with Deerpath BDC Adviser.
As explained in Item 4.C above, Deerpath BDC Adviser may enter into Side Letters with fund
investors, typically those with the largest aggregate investments DCP, whereby such investors are granted
favorable rights not granted to other investors in the DCP, including, among other things, rights to receive
reduced rates of Management Fees earned by Deerpath BDC Adviser, such fund’s Board and/or other
affiliates.
It is critical that investors refer to the relevant offering documents for a complete understanding
of how Deerpath BDC Adviser is compensated for its advisory services. The information contained in
this Item 5 is a summary only and is qualified in its entirety by the relevant offering documents.
B. Describe whether you deduct fees from clients’ assets or bill clients for fees incurred. If
clients may select either method, disclose this fact. Explain how often you bill clients or deduct your
fees.
Deerpath BDC Adviser expects to receive a Management Fee based on the gross assets of DCP.
The Management Fee is generally deducted from client assets quarterly in advance.
It is critical that investors refer to the relevant offering documents for a complete understanding
of how Deerpath BDC Adviser is compensated for its advisory services. The information contained in
this Item 5 is a summary only and is qualified in its entirety by the relevant offering documents.
C. Describe any other types of fees or expenses clients may pay in connection with your
advisory services, such as custodian fees or mutual fund expenses. Disclose that clients will incur
brokerage and other transaction costs, and direct clients to the section(s) of your brochure that
discuss brokerage.
DCP will pay out-of-pocket costs and expenses of the fund’s operations and transactions,
including, without limitation, those relating to: organization and offering; calculating the fund’s net asset
value (including the cost and expenses of any independent valuation firm); fees and expenses payable to
third parties, including agents, consultants or other advisers, or affiliates of Deerpath BDC Adviser in
connection with monitoring financial and legal affairs for the fund and in providing administrative
services, monitoring the fund’s investments and performing due diligence on the fund’s prospective
portfolio companies or otherwise relating to, or associated with, evaluating and making investments;
interest payable on debt, if any, incurred to finance the fund’s investments; sales and purchases of the
units and other securities; investment advisory and management fees; administration fees, if any, payable
under the Administration Agreement; transfer agent and custodial fees; federal and state registration fees;
all costs of registration and listing the fund’s securities on any securities exchange; U.S. federal, state and
local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other
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documents required by the SEC, the Financial Industry Regulatory Authority or other regulators; costs of
any reports, proxy statements or other notices to stockholders, including printing costs; the fund’s
allocable portion of any fidelity bond, directors’ and officers’ errors and omissions liability insurance, and
any other insurance premiums; direct costs and expenses of administration, including printing, mailing,
long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs;
and all other expenses incurred by or allocable to the fund, whether paid by the fund, the Administrator or
the Adviser in connection with administering the fund’s business, including rent and the allocable portion
of the cost of the fund’s General Counsel, Chief Compliance Officer and Chief Financial Officer and their
respective staffs.
It is critical that investors refer to the relevant DCP’s offering documents for a complete
understanding of the fees and expenses they may pay in connection with an investment in such fund. The
information contained in this Item 5 is a summary only and is qualified in its entirety by the relevant
fund’s offering documents.
D. If your clients either may or must pay your fees in advance, disclose this fact. Explain how a
client may obtain a refund of a pre-paid fee if the advisory contract is terminated before the end of
the billing period. Explain how you will determine the amount of the refund.
As described in Item 5.B above, investors in DCP generally will pay management fees in
advance. Withdrawals generally will not permitted, and, in the event of a mid-quarter withdrawal,
Deerpath BDC Adviser generally would not provide a refund of the current quarter’s Management Fee
that has already been paid.
E. If you or any of your supervised persons accepts compensation for the sale of securities or
other investment products, including asset-based sales charges or service fees from the sale of
mutual funds, disclose this fact and respond to Items 5.E.1, 5.E.2, 5.E.3 and 5.E.4.
Not applicable.
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