Nassau Private Credit LLC

Item 5.     Fees and Compensation
            A. Compensation

The Firm is compensated for investment advisory services it provides based on a percentage of the assets
managed by the Firm on behalf of a client and through performance-based compensation. Compensation to
the Firm for services provided to NAM takes the form of management fees, and compensation to the Firm
for services provided to the Funds takes the form of management fees and carried interest. Such
compensation may be paid to the Firm or an affiliate of the Firm. The Firm is permitted to waive, reduce
or otherwise modify the management fee and/or incentive compensation for any investor in a Fund, and has
done so for affiliates of the Firm. In addition, the Firm occasionally enters into a side letter arrangement
with certain Fund investors, in which the Firm has granted such investors with preferential terms.

It is anticipated that compensation to the Firm for services provided to other clients may take the form of
management or performance fees, carried interest or other incentive-based compensation related to the
performance of such other client accounts. Such compensation may be paid to the Firm or an affiliate of
the Firm. In some cases, it is possible that these fees may be negotiated with a client prior to engagement.

            B. Payment of Fees

Management fees paid by NAM are based on the book value of the assets managed by the Firm less certain
liabilities and are paid quarterly in arrears. Management fees paid by the Funds are based on the aggregate
adjusted book value or fair market value of the assets owned by the Funds and paid quarterly in advance.
Incentive fees paid by the Funds will be payable later in the Funds’ lives after investors have received a
specified preferred return.

Management fees and incentive fees paid by other Firm clients are tailored for each such other client.

Although the foregoing is a brief summary of the management fee and incentive compensation
arrangements applicable to the Firm’s clients, please note that this brief summary is not a substitute for the
detailed terms provided in the advisory agreement, offering document, organizational agreement or other

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 Form ADV Part 2A: Firm Brochure

governing documents of each of the Firm’s clients. Clients, prospective clients, Fund investors and
prospective Fund investors should therefore review the applicable advisory agreement, offering document,
organizational agreement or other governing documents carefully because such documents, and not the
summary in this brochure, describe more specifically the fees such client will pay.

             C. Additional Expenses

The expenses paid by the Firm’s clients are set forth in detail in the advisory agreement, offering document,
organizational agreement or other governing documents of the relevant client. Such expenses may differ
among and within clients. Thus, although the following is a summary of expenses the Firm’s clients may
generally bear, it is not an exhaustive or complete list with respect to all clients. Clients, prospective clients,
Fund investors and prospective Fund investors should therefore review the applicable advisory agreement,
offering document, organizational agreement or other governing documents carefully because such
documents, and not the summary in this brochure, describe more specifically the expenses such client will
bear.

Generally, it is expected that each of the Funds and other Firm clients will bear its own organizational,
operating and other expenses, which may include, but not be limited to:

            Organizational and start-up expenses, including legal, accounting, travel, filing and other
             organizational expenses, associated with the formation of the Fund, any parallel fund or vehicle
             and the Fund’s general partner;
            costs and expenses arising out of the offering and sale of Fund interests, including travel
             expenses and expenses of negotiating and preparing agreements with, responding to requests
             from (e.g., responses to due diligence questionnaires) and preparing communications with,
             potential and existing investors; amending or supplementing the offering materials and
             partnership agreements to reflect the issuance of new interests (including series thereof),
             preparing marketing and other materials and the use of placement agents;
            fees, costs, expenses and liabilities arising out of, related to or attributable to the identification,
             development, analysis, evaluation, negotiation, acquisition/purchase, holding and monitoring
             (e.g., interest and related expenses and recordkeeping risk management, custodial, bank
             service, depository, trustee and other administration fees, costs and expenses), valuation,
             maintenance, custody, financing, refinancing, structuring, restructuring, sale, settlement,
             transfer, disposition or realization of investments, including all fees and expenses of legal
             counsel, financial advisers and other service providers incurred in connection therewith
             (regardless of whether such service providers are affiliates of the Firm) and other transaction
             related expenses such as investment-related travel and lodging expenses, news and quotation
             service expenses (including service contracts for quotation equipment, hardware and software),
             appraisal fees, consulting fees, rating agency expenses, pricing and valuation fees, loan fees,
             escrow fees, private placement fees, arranger fees, syndication fees, investment banking fees,
             commitment fees, servicing fees, brokerage and finders’ fees, costs and expenses,
...

Item 7.       Types of Clients

The Firm’s primary activity is to provide investment advisory services to Funds, which are pooled
investment vehicles generally offered to investors that are, in the case of U.S. investors, “accredited
investors” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)
and “qualified purchasers” as defined in the Investment Company Act of 1940, as amended (the

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 Form ADV Part 2A: Firm Brochure

“Investment Company Act”). The Firm generally provides investment advice to the Funds and not
individually to the investors in the Funds.

The Firm also advises, indirectly via a subadvisory agreement with NAM, insurance companies with which
the Firm and NAM are affiliated. The Firm also may advise separately managed accounts for institutional
or other investors.

With respect to any client that is a Fund or other pooled investment vehicle, minimum subscription or
investment amounts are disclosed in the relevant offering memorandum or other documentation.