Deerpath Capital Management LP

Fees and Compensation

A.      Describe how you are compensated for your advisory services. Provide your fee schedule.
Disclose whether the fees are negotiable.

         All of our Fund clients (other than PPCF) currently are investment vehicles exempted from the
definition of investment company by Section 3(c)(7) of the Investment Company Act of 1940, as amended
(the “1940 Act”), and we would expect any new Fund clients to be “qualified purchasers.” PPCF is a
regulated investment company and a business development company. In consideration for Deerpath’s
advisory and other services to the Funds, Deerpath and/or its affiliates are generally entitled to management
fees charged to the Funds (“Management Fees”) and may receive incentive allocations or incentive fees.
The fees and compensation applicable to each Fund are described in detail in the applicable offering
documents, Side Letters and fee agreements. An overview of Deerpath’s basic fee schedule is summarized
below. However, compensation and expense allocations are negotiable in certain circumstances, and
arrangements with any particular client or investor vary on a case-by-case basis. This is particularly true
for separately managed accounts, which typically contain more customized fee provisions than the basic
compensation and expense allocation arrangements described below. Each potential investor in a Fund
should read and review all offering documents applicable to that Fund in their entirety before making any
investment decision.

Funds (other than the CLOs)

        Management Fees. Deerpath typically receives a quarterly Management Fee from each Fund equal
to a percentage of such Fund’s aggregate capital commitments, capital contributions, invested capital,
unreturned capital or the fair value of such Fund’s portfolio securities, depending on the Fund and whether
such Fund is still within its investment period or its investment period has expired. Management Fees are
payable quarterly in advance, with a true-up at quarter end, or in arrears and are generally paid to Deerpath
by deducting them from the applicable Fund or directly billing the applicable Fund.

        Incentive Allocations and Fees. The General Partner of each Fund may receive an incentive fee,
an incentive allocation or a distribution of profits from the applicable Fund in connection with the
management of such Fund. Although such fees, allocations and distributions may take different forms in
different Funds, they are all referred to in this brochure as a “Carried Interest Distribution.” The Investment
Manager may receive a Carried Interest Distribution from DCM SP, DCM DF, DNP and PGIM (in its
capacity as adviser to New Street, PICA, Windhill 2, New Street Cayman, Windhill 3, Windhill 4, Windhill
5 and PPCF. The applicable General Partner’s or affiliate’s right to receive Carried Interest Distributions
are generally subject to a fixed percentage annual priority return in favor of the investors in the Fund.
Carried Interest Distributions are generally payable to the applicable General Partner or affiliate on a
quarterly or annual basis or otherwise as distributions are made to investors in the applicable Fund.

        Transaction and Other Advisory Fees. The Investment Manager and its affiliated advisory and
servicer entities may charge and collect for their own accounts directors’, transaction, introduction,
underwriting, investment banking, break-up, advisory, due diligence, referral, commitment, arrangement,
consulting, termination, agency or other fees or compensation to portfolio companies of the Funds. Each
Fund’s proportionate share of any such fees shall offset Management Fees otherwise payable by such Fund,
except any fees paid by portfolio companies in exchange for the Investment Manager or any of its affiliates
monitoring the Fund’s investments in such portfolio companies shall not, to the extent set forth in the Fund’s
offering documents, offset Management Fees otherwise payable by the Fund.

The CLOs

         As compensation for its services as the collateral manager to the CLOs, Deerpath typically receives
a quarterly Collateral Management Fee equal to a percentage of the fair value of such CLO’s assets. This
fee is credited to the invested funds based on their pro-rata ownership of the applicable CLO.

        Deerpath reserves the right to waive some or all fees for certain investors in the Funds, including
for investors who are affiliated with Deerpath. Except as described in the following paragraph, the
Management Fee and Carried Interest Distribution applicable to investors in the Funds are generally not
negotiable.

        As explained in Item 4.C above, Deerpath has entered, and is permitted in the future to enter, into
Side Letters with Fund investors, typically those with the largest aggregate investments in a Fund, whereby
such investors are granted favorable rights not granted to other investors in the Fund, including, among
other things, rights to receive reduced rates of Management Fees and/or Carried Interest Distributions
earned by Deerpath, such Fund’s General Partner and/or other affiliates.

         It is critical that investors refer to the relevant Fund’s offering documents for a complete
understanding of how Deerpath 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 Fund’s 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.

         The Management Fee is generally deducted from client assets quarterly in arrears or in advance
with a true-up at each quarter end, but some clients may be billed for Management Fees.

        In addition, the General Partners and the Investment Manager may receive Carried Interest
...

Types of Clients

Describe the types of clients to whom you generally provide investment advice, such as individuals,
trusts, investment companies, or pension plans. If you have any requirements for opening or
maintaining an account, such as a minimum account size, disclose the requirements.

          Deerpath currently manages the assets of privately offered pooled investment vehicles for which
its related persons act as general partner or sponsor, as well as certain separately managed accounts and
PPCF. The Funds’ structures mostly resemble those of “private equity funds” and would be considered
“private funds” for purposes of the Advisers Act. Deerpath also provides advisory services to the CLOs
and subadvisory services to PPCF. The Funds’ investors generally consist of large institutions and high net
worth individuals, including but not limited to, state and local pensions, corporate pensions, endowments
and foundations, insurance companies, regional banks and family offices mainly through privately-offered
pooled investment vehicles and separately managed accounts.

        Each Fund’s minimum investment amount is stated in its offering documents. Each Fund’s General
Partner may waive the applicable minimum at its discretion. In addition, Deerpath reports its minimum
investment limits required of an investor for each Fund in Schedule D, Section 7.B.(1) – Private Fund
Reporting of Part 1 Form ADV, which is available on the SEC’s website at www.adviserinfo.sec.gov. The
searchable IARD/CRD number for Deerpath is 160791.

         Generally, investors participating in the Funds (other than PPCF) are required to meet certain
suitability and net worth qualifications, such as being either (i) an “accredited investor” within the meaning
of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended (the
“Securities Act”) and that, in each case, are also a “qualified purchaser” as defined in Section 2(a)(51) of
the 1940 Act; or (ii) a non-U.S. person in accordance with the requirements of Regulation S under the
Securities Act and applicable eligibility requirements of the respective Fund; and (iii) in accordance with
any other applicable law. As such, the Funds (other than PPCF) are exempt from registration as an
investment company through the exemption provided by Section 3(c)(7) of the 1940 Act. Investments in
PPCF are limited to investors that meet established financial suitability standards as described in PPCF’s
offering documents.