StepStone Group Private Debt LLC

Item 5—Fees and Compensation

The Adviser's fees are based upon the scope of the engagement and services required by a Client’s
Governing Documents and discussed below. SPD’s fees are disclosed in detail in the Governing
Documents.

Discretionary and Non-Discretionary Advisory Services

With respect to certain Clients, generally non-pooled investment vehicles, the Adviser will charge an
all-inclusive flat fee. Some agreements may provide for additional payments to the Adviser to the
extent that agreed-upon targets for certain work product are exceeded and for special projects. In
certain instances, the advisory fee will be based on capital committed or funded by the Client to
investments, the fair market value of the investments or aggregate exposure. All fees are negotiated
on a client-by-client basis and are generally payable quarterly in advance. Any partial period fees will
generally be prorated for the number of days of service provided. Such Clients are invoiced for fees.

Termination Policy

Non-pooled investment vehicle Clients will generally be able to terminate the contractual
relationship upon written notice given within certain specified time periods. In such a case, the fees
will be adjusted pro rata for the number of days of service provided, unless otherwise agreed by the
Client in writing. In certain instances, a termination fee will be payable.

Business Development Companies

Base Management Fee

The Adviser will typically receive a base management fee, paid in arrears at an annual rate of a
percentage of the value of the BDC’s net assets. “Net Assets” means the BDC’s total assets less
liabilities determined on a consolidated basis in accordance with accounting principles generally
accepted in the United States (“US GAAP”).

Incentive Fee

The Adviser is entitled to receive an incentive fee, which will consist of two components, an income-
based incentive fee and a capital gains-based incentive fee, that are independent of each other, with
the result that one component may be payable even if the other is not.

The first part of the incentive fee, referred to as the “Income Incentive Fee” will typically be
calculated and payable in arrears based on the Client’s “Pre-Incentive Fee Net Investment Income”
for the immediately preceding quarter. The payment of the Income Incentive Fee will typically be
subject to a specified hurdle rate, expressed as a rate of return on the value of the BDC’s net assets
at the end of the most recently completed calendar quarter.

The second part of the incentive fee, referred to as the “Capital Gains-Based Incentive Fee,” will
typically be an incentive fee on capital gains and will be determined and payable in arrears on an
annual basis but may vary depending on the Client (or upon termination of the advisory agreement).
This fee will typically equal a percentage of the Client’s incentive fee capital gains on a cumulative
basis less the aggregate amount of any previously paid Capital Gains-Based Incentive Fee.

Termination Policy

The BDC will generally be able to terminate the contractual relationship upon written notice given
within certain specified time periods. In such a case, the fees will generally be adjusted pro rata,
unless otherwise agreed by the Client in writing. In certain instances, a termination fee may be
payable.

Feeder Funds

No separate management fee or incentive fees will typically be paid by Feeder Funds to the Adviser.
However, to the extent Feeder Funds invest in other Clients of the Adviser, investors in the respective
Feeder Fund will bear their indirect proportionate share of the management fees and incentive fees
the corresponding Client pays to the Adviser.

Termination Policy

Feeder Funds will generally be able to terminate the contractual relationship upon written notice
given within certain specified time periods. In such a case, the fees will generally be adjusted pro
rata, unless otherwise agreed by the Client in writing. In certain instances, a termination fee may be
payable.

Commingled or Pooled Investment Funds (Other Than BDCs and Feeder Funds)

Each Client will generally pay the Adviser a management fee quarterly, at a negotiated annual rate
based on invested capital. For certain pooled investment fund Clients, the management fee will be
based on the aggregate capital commitments of the Client’s investors during the investment period
and thereafter on invested capital. In other instances, the management fee will be based on funded
capital rather than committed capital during the investment period, and thereafter on the fair
market value of the investments, aggregate exposure, or based on committed capital, albeit at a
lower percentage than that charged during the investment period when the management fee is
based on committed capital after the investment period. Management fees are generally payable
quarterly in advance, but in certain instances will be payable quarterly in arrears, in each case debited
by the Adviser. Any partial period will be prorated for the number of days of service provided. In
addition to the management fee, in certain instances, fund Clients will pay an affiliate of the Adviser
performance-based compensation (i.e., carried interest or performance fee) based on the return of
the fund and its investments, often only after exceeding a specified rate of return to the investors,
as further described in Item 6 below. The amounts and type of fees for a particular fund will be set
forth in its respective Governing Documents. The Adviser will have the power to direct the payment
of fees by each fund Client to the Adviser or its affiliates pursuant to the terms set forth in the
relevant Governing Documents. Each fund Client will also be responsible for paying organizational
expenses, auditing expenses, third party administrator expenses, legal expenses and other expenses
of such vehicle. By investing in fund Clients that invest in other investment vehicles, investors receive
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Item 7—Types of Clients

As noted in Item 4, the Adviser provides investment management and supervisory services to
institutional entities, private markets funds, privately offered business development companies,
registered investment companies and Feeder Funds with a variety of investment strategies. Such
institutional entities, and the investors in Clients include sophisticated high net worth individuals and
a range of institutional investors. As previously noted, certain of the Adviser’s Clients may employ a
fund-of-funds structure whereby the Client invests in one or more underlying funds, while other fund
Clients invest directly in a particular asset class (e.g., private debt).