Item 5: Fees and Compensation
SUMMARY OF FEE SCHEDULE
In consideration of our investment advisory, management and other similar services, we and/or our affiliates
generally are entitled to receive various types of fees and compensation from or in respect of our clients, including,
without limitation, management fees and certain performance-based compensation. While the specific fees and
expenses applicable to each Series are or will be disclosed and described in detail in the applicable offering and/or
governing documents, a brief overview of our general fee schedule is set forth below. Please refer to the applicable
governing and offering documents for detailed and accurate information regarding the applicable fees, expenses
and compensation that is or may be applicable to the Fund or a Series.
The applicable management fees differ or vary depending upon the class of a member of the Fund as well as the
Series. “Seed Members” are members of the Fund who were among the first $50,000,000 commitments to the Fund,
“Class A Members” are members of the Fund who make a commitment to the Fund after the first $50,000,000
commitments to the Fund, and “Class B Members” are members of the Fund who make a commitment to a Series
only.
• Seed Members and Class A Members: We are entitled to receive a management fee, payable quarterly in
arrears, equal to 0.25% (1.0% per annum) of such member’s remaining commitment to the Fund (i.e., the
amount that has not been committed to a Series) calculated as of the last business day of each fiscal quarter.
In addition, we are entitled to receive a management fee dependent upon the applicable Series as shown
below.
• Class B Members: We are entitled to receive a management fee dependent upon the applicable Series as
shown below.
• Series Fee Schedule Summary:
o Series One: No fees are assessed at this Series level.
o Series Two: Each member is charged a management fee, payable quarterly in arrears, equal to 0.25%
(1.0% per annum) of the value of the member’s interest in this Series.
o Series Three and Series Four: Each member is charged a management fee, payable quarterly in arrears,
equal to 0.25% (1.0% per annum) of the pro rata portion of the net asset value of such Series
attributable to such member’s capital account with respect to such Series calculated as of the last
business day of each fiscal quarter.
o Series Six: Each member is charged a management fee, payable quarterly in advance, equal to 0.25%
(1.0% per annum) of the pro rata portion of the net asset value of this Series attributable to such
member’s capital account with respect to this Series calculated as of the first business day of each
fiscal quarter.
o Series Eight: Each member is charged a management fee, payable quarterly in advance, equal to: (i)
for each calendar quarter that occurs prior to the date on which that member has received aggregate
distributions from this Series equal to such member’s commitment to the series, 0.375% (1.5% per
annum) of the aggregate capital contributions made by such member, and (ii) beginning the first
quarterly period after such date, no management fee will be payable with respect to any member of
this Series.
o Series Eight Blocker: Series Eight Blocker was established to invest substantially all of its capital in
Series Eight as a Class B Member and management fees are assessed by Series Eight. Members of the
Series 8 blocker are also subject to an administration fee, payable quarterly in arrears, equal to the
greater of (a) 0.02% (0.08% per annum) of such member’s commitment and (b) such member’s
membership percentage multiplied by $1,000 calculated on the last business day of each fiscal
quarter.
Subject to the terms and conditions set forth in the applicable governing and offering documents, we receive or are
entitled to receive incentive fees, incentive allocations and/or carried interest distributions from or with respect to
certain Series and/or certain investors in such Series, and an overview of the incentive fees, incentive allocations
and/or carried interest distributions payable to us or an affiliate in respect of a Series or certain investors in such
Series are set forth below:
• Series One: No incentive fees, incentive allocations and/or carried interest distributions are assessed at this
Series level.
• Series Two: Seed Members do not pay any incentive fee and are not subject to an incentive allocation.
Prior to January 1, 2022, Class A Members were subject to an incentive fee in the amount of 5.0% of all net
income from this Series, and after January 1, 2022, Class A Members are subject to an incentive allocation
in the amount of 5.0% of all net income from this Series. Prior to January 1, 2022, Class B Members were
subject to an incentive fee in the amount of 10.0% of all net income from this Series, and after January 1,
2022, Class B Members are subject to an incentive allocation in the amount of 10% of all net income from
this Series.
• Series Three: Seed Members do not pay any incentive fee and are not subject to an incentive allocation.
Each Class A Member and Class B Member pays an incentive fee equal to a percentage (five percent (5%)
for Class A Members and ten percent (10%) for Class B Members) of, (i) its pro rata share of the quarterly
distribution received from the Underlying Investment with respect to this Series and (ii) any other pass-
through distribution from the Underlying Investment with respect to this Series received by such member
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