Pemberton Capital Advisors LLP

Item 5 Fees and Compensation Fees

 All strategies, except the Working Capital Finance Strategy and ERISA Compliant Strategy
 In respect of the funds and compartments advised in respect of all strategies, except the Working Capital
 Finance Strategy and ERISA Compliant Strategy, PCA receives an amount, in advance, on a quarterly basis from
 PAMSA to cover costs and expenses that we incur relating to our role as an investment adviser.

 Other fees that apply are detailed below:

 Fees on outstanding drawn investor capital for investments after the Investment Period

Pemberton Capital Advisors LLP                                                                    Form ADV2A

 For one compartment within the Mid-Market Debt Strategy fees on outstanding investor capital for investments
 after the Investment Period our Fees are calculated quarterly in advance based on outstanding amounts owing
 to the investors for the acquisition of assets less any adjustment for write offs or permanent impairment
 (“drawn commitments”) used to fund the acquisition cost of investments that have not been sold or written off
 (and pro-rated on a time basis for any period of less than a calendar quarter). The fee we receive is the net
 residual management fee paid to the relevant general partner, after deducting non-reimbursable operating
 expenses paid by the IM and the investment adviser and the fees retained by the general partner, the IM and
 the Investment adviser.

 Fees on Deployment

 All direct lending funds pay management fees on deployment except the first fund within the Mid-Market
 Debt Strategy, for which management fees are paid on a commitment basis.

 For the relevant fund or compartments, fees are paid quarterly in arrears (and pro-rated on a time basis for
 any period of less than a calendar quarter), calculated based on the acquisition cost of each portfolio
 investment as at the end of the relevant calendar quarter.

 Co-investment fee - funds

 For co-investment vehicles, under the terms of the fund documents, co-investment fees due can be paid to
 either the relevant General Partner, the IM or us as the investment adviser. The co-investment fee is defined
 as a sum equal to the amount by which net co-invest disposal proceeds exceed the net co-investment
 acquisition cost, if any, subject to a reduction as set out in the relevant compartment supplement – arising as
 the result of a disposition or sale of a loan or investment. Co-investment fees are paid from the fund to the
 relevant General Partner, onto the IM and then to investment adviser. All such fees are calculated on an arm’s
 length basis and are reviewed annually by independent auditors for the methodology and calculations.

 Given the relationship that the IM and the investment adviser, and other related persons have to the general
 partners, this is a conflict of interest. All such fees are calculated on an arm’s length basis and are reviewed
 annually by independent auditors for the methodology and calculations.

 PCA does not receive a fee on the disposition or sale of a loan, on maturity or otherwise.

 Expenses
 PCA is entitled to reclaim certain costs and expenses accumulated from the relevant fund or compartment
 under the terms of our investment advisory agreement with the IM and the relevant Information Memorandum
 and compartment Supplement.

 Each fund or compartment is responsible for all reasonable costs, including properly accrued legal, accounting,
 filing, organizational and other establishment fees and expenses in the formation of each compartment, the
 general fund of that compartment and in raising capital for the compartment up to the limits set out in each
 the compartment’s legal documentation.

 Costs incurred in pursuing the compartment’s investment program including all cost, liabilities and expenses
 associated with the origination, acquisition, holding, syndication, servicing and disposal of portfolio
 investments are the responsibility of the fund or compartment, as are certain costs and liabilities incurred in
 relation to the operation of the fund or compartment including financing costs, legal and compliance costs,

Pemberton Capital Advisors LLP                                                                       Form ADV2A

 insurance costs, custodian or trustee costs, administration costs, depositary costs, compartment accounting
 costs, investor communication and reporting costs, fees and government charges levied against the
 compartment, audit costs, tax compliance and reporting costs, costs associated with meetings of the
 compartment, costs incurred in connection with establishing and maintaining Escrow accounts and
 extraordinary costs and liabilities associated with each compartment.

 Costs, expenses and liabilities attributable to a fund but not specifically attributable to a specific sub-class of
 such fund can be allocated under several generally accepted bases; Reasonable Basis method is where the
 expense is fixed and not determined by the size of the entity, the cost will be split on an equal basis; LP
 Commitment method where an expense is incurred relative to the size of the entity; AUM method, where an
 expense is incurred that is relative to the size of the AUM and AUM is a true reflection of size; NAV method, where
 an expense is incurred that is relative to the size of the NAV and NAV is a true reflection of size; Number of
 Investors method, where an expense is relative to the number of investors in an entity; As Prescribed, where an
 expense contains a specific breakdown of the cost per entity, strategy or LP.

 Working Capital Finance Strategy

 PCA receives a fee for services provided by an investment holding company within the structure, which is based
 on the net asset value of each sub-class relating to a tracking class and will vary by tracking class.

 Another source of fee income that is chargeable by PCA is a deal specific advisory fee. This fee relates to the
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Item 7 Types of Clients

 We provide investment advisory services in respect of pooled investment vehicles, including compartments and co-
 investments. Investors within these funds are institutional investors and to a limited extent for one strategy
 accredited investors.

 Subject to FX rates in respect of currency conversion at the time of investment, typically, each fund or
 compartment requires a minimum initial subscription of:

     •   Mid-market Debt Strategy: $10,000,000
     •   Senior Loan Strategy: $10,500,000
     •   RSS: $10,500,000
     •   NAV: $10,000,000
     •   Strategic Credit Strategy: $10,500,000
     •   Working Capital Finance Strategy: $250,000
     •   ERISA Compliant Strategy: $10,000,000

 Each Fund’s Directors reserve the right to waive or increase the minimum account size requirements at their
 discretion.