Dryden Capital LLC

Item 5 – Fees and Compensation

 The Dryden Funds typically pay a quarterly asset fee plus an annual incentive fee (i.e., a performance-based fee
 as below in Item 6). The asset-based fee is due quarterly in advance and is calculated based on the net asset value,
 as more fully described in the relevant fund offering documents.

 Dryden Capital is the investment adviser to the Dryden Funds, including (i) Dryden Capital Fund, LP ("DCF"), a
 private offering relying on exemption from registration under section 3(c)(7) of the Investment Company Act of
 1940; and (ii) Dryden Special Opportunity Fund, LP ("DSOF"), a private offering relying on exemption from
 registration under section 3(c)(1) of the Investment Company Act of 1940. Dryden Capital GP, LLC, a related
 company under common control and ownership with Dryden Capital, is the General Partner to DCF and DSOF, the
 Dryden Funds. The annual asset-based portion of the fee is 1.5% for DCF, and the annual incentive fee is 20%. The
 annual asset-based portion of the fee is 1.0% for DSOF, and the annual incentive fee is 10%.

Dryden Capital, LLC
Form ADV Part 2A Brochure

 Where Dryden Capital serves as an adviser or sub-adviser to an unaffiliated fund or SMA, it may negotiate
 different fee structures and will be set forth in the relevant offering memorandum, investment management
 agreement, or equivalent.

 For SMAs, Dryden Capital generally receives asset-based management fees comparable to those paid by the
 Dryden Funds; however, fee structures may be subject to negotiation and may vary from those paid by the Dryden
 Funds. Dryden Capital may waive or modify its investment management fees at its discretion. Investment
 management fees are paid directly to Dryden Capital by the client upon receipt of an invoice from Dryden Capital.
 SMA accounts are not solicited to invest and are not invested in Dryden Funds.

 Fund and SMA accounts initiated or terminated during a calendar quarter will be charged a prorated fee. Upon
 termination of an account, any prepaid, unearned fees will be promptly refunded, and any earned, unpaid fees
 will be due and payable. Investors in the Dryden Funds are subject to early withdrawal fees as more fully described
 in the relevant offering documents.

 Operational Expenses of the Fund
 In addition to the management and incentive fees payable to Dryden Capital, the investors in the Dryden Funds
 will bear the costs and expenses related to the funds' investments, operations, and administration, including,
 without limitation: (i) interest expenses, (ii) other transactional charges, including commissions, (iii) expenses
 relating to cash management, (iv) legal, compliance, audit, accounting, tax and custodial fees and expenses and
 (vi) fees and expenses of the fund administrator, as more fully described in the offering materials for each fund.

 Other Fees for Separately Managed Accounts (SMAs)
 Dryden Capital provides investment advisory services to institutional clients through SMAs. SMAs typically bear
 certain expenses in addition to investment advisory fees, including custodial fees and brokerage costs. Dryden
 Capital receives no payment or remuneration from clients with respect to such expenses (except as described in

Item 7 – Types of Clients

 Dryden Capital offers investment advisory services to private funds, corporations, and other business entities.

 Private fund investments generally require significant initial minimum investments upon subscription, as
 disclosed in the specific private funds' offering documents. In addition to meeting the minimum requirements for
 "Qualified Clients" as defined above in Item 6, investors in private funds must qualify as “Accredited Investors”
 under Regulation D of the Securities Act of 1933 and/or must meet the investor suitability standards set forth in
 the offering documents. Minimum initial investments for the Dryden Funds are between $250,000 and
 $1,000,000. Investors in private funds should refer to the funds' offering documents for further information about
 minimum investment requirements and other important information.

 SMA clients must be "Qualified Clients" as defined above in Item 6.

 The firm may, temporarily or otherwise, in its sole and absolute discretion, accept lesser amounts or raise the
 minimum investment requirement in the future.