Common use of Compensation of the Agent Clause in Contracts

Compensation of the Agent. (a) Except as may otherwise be agreed to by the Fund for the Fund, the Agent will be responsible for the payment of all costs and expenses incurred by the Agent in connection with the performance of the Agent’s obligations under this Agreement. (b) Subject to circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Memorandum, which may be amended and restated from time to time, the Fund will pay to the Agent an ongoing distribution and service fee (the “Distribution and Servicing Fee”) based on the net asset values of each eligible class of shares calculated in arrears and paid monthly. Portions of the Distribution and Servicing Fee allocable for distribution or the provision of services shall be as set forth in the Memorandum and shall only be paid/reallowed in consideration for their respective uses. All or a portion of the Distribution and Servicing Fee may be reallowed by the Agent to the Sub-Placement Agent who sold the Shares to which such Distribution and Servicing Fee are attributable, as described more fully in the Sub-Placement Agent Agreement entered into with each such Sub-Placement Agent. Any amounts of the Distribution and Servicing Fee not reallowed by the Agent shall be returned to the Fund unless otherwise agreed by the parties. (c) Sub-Placement Agents may charge transaction or other fees, including upfront placement fees or brokerage commissions to their own clients outside of the Fund as they may determine from time to time. (d) The Agent shall cease receiving the Distribution and Servicing Fee upon the earlier to occur of the following: (i) the occurrence of a Liquidity Event with respect to the Fund; and (ii) following the receipt of Multi-Class Exemptive Relief, to the extent that total compensation paid to underwriters, broker-dealers and affiliates in connection with the offer and sale of the Shares exceeds the limits set forth in FINRA Rule 2310.

Compensation of the Agent. (a) Except as may otherwise be agreed to by the Fund for the Fund, the Agent will be responsible for the payment of all costs and expenses incurred by the Agent in connection with the performance of the Agent’s obligations under this Agreement. (b) Subject to circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Memorandum, which may be amended and restated from time to time, the Fund will pay to the Agent an ongoing distribution and service fee (the “Distribution and Servicing Fee”) based on the net asset values of each eligible class of shares calculated in arrears and paid monthly. Portions of the Distribution and Servicing Fee allocable for distribution or the provision of services shall be as set forth in the Memorandum and shall only be paid/reallowed in consideration for their respective uses. All or a portion of the Distribution and Servicing Fee may be reallowed by the Agent to the Sub-Placement Agent who sold the Shares to which such Distribution and Servicing Fee are attributable, as described more fully in the Sub-Placement Agent Agreement entered into with each such Sub-Placement Agent. Any amounts of the Distribution and Servicing Fee not reallowed by the Agent shall be returned to the Fund unless otherwise agreed by the parties. (c) Sub-Placement Agents may charge transaction or other fees, including upfront placement fees or brokerage commissions to their own clients outside of the Fund as they may determine from time to time. (d) The Agent shall cease receiving the Distribution and Servicing Fee upon the earlier to occur of the following: (i) the occurrence of a Liquidity Event with respect to the Fund; and (ii) following the receipt of Multi-Class Exemptive Relief, to the extent that total compensation paid to underwriters, broker-dealers and affiliates in connection with the offer and sale of the Shares exceeds the limits set forth in FINRA Rule 2310.

Compensation of the Agent. (a) Except as may otherwise be agreed to by the Fund for the Fund, the Agent will be responsible for the payment of all costs and expenses incurred by the Agent in connection with the performance of the Agent’s obligations under this Agreement.. As compensation for providing the services under this Agreement or the applicable Sub-Distribution Agreement, the Agent, and/or Sub-Placement Agents or other brokers, dealers and other financial institutions and intermediaries that have entered into Sub-Placement Agent Agreements with the Agent, respectively, may receive from the Fund or investors, as applicable: (ba) Subject an ongoing distribution and service fee (the “Distribution and Servicing Fee”) based on the net asset value of each eligible class of shares calculated in arrears and paid monthly, subject to circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Memorandum, which may be amended and restated from time to time, the Fund will pay to the Agent an ongoing distribution and service fee (the “Distribution and Servicing Fee”) based on the net asset values of each eligible class of shares calculated in arrears and paid monthly. Portions of the Distribution and Servicing Fee allocable for distribution or the provision of services shall be as set forth in the Memorandum and shall only be paid/reallowed in consideration for their respective uses. (b) all front-end sales charges, including but not limited to sales load and placement fees, if any, on purchases of Shares sold subject to such charges as described in the Memorandum, which may be amended and restated from time to time. All The Agent, or a portion Sub-Placement Agents or other brokers, dealers and other financial institutions and intermediaries that have entered into Sub-Placement Agent Agreements with the Agent, may collect the gross proceeds derived from the sale of such Shares, remit the net asset value thereof to the Fund upon receipt of the proceeds and retain the applicable sales charge. (c) The Agent may re-allow any or all of the Distribution and Servicing Fee may be reallowed and front-end sales charges that it is paid by the Agent Fund to the such Sub-Placement Agents or other brokers, dealers and other financial institutions and intermediaries as the Agent who sold the Shares may from time to which such Distribution and Servicing Fee are attributabletime determine, as described more fully in the Sub-Placement Agent Agreement entered into with each such Sub-Placement Agent. Any amounts of the Distribution and Servicing Fee not reallowed by the Agent shall be returned to the Fund unless otherwise agreed by the parties. (cd) Sub-Placement Agents may charge transaction or other fees, including upfront placement fees or brokerage commissions to their own clients outside of the Fund as they may determine from time to time. (de) The Agent shall cease receiving the Distribution and Servicing Fee upon the earlier to occur of the following: (i) the occurrence of a Liquidity Event with respect to the Fund; and (ii) following the receipt of Multi-Class Exemptive Relief, to the extent that total compensation paid to underwriters, broker-dealers and affiliates in connection with the offer and sale of the Shares exceeds the limits set forth in FINRA Rule 2310Event.

Compensation of the Agent. (a) Except as may otherwise be agreed to by the Fund for the Fund, the Agent will be responsible for the payment of all costs and expenses incurred by the Agent in connection with the performance of the Agent’s obligations under this Agreement.. As compensation for providing the services under this Agreement or the applicable Sub-Distribution Agreement, the Agent, and/or Sub-Placement Agents or other brokers, dealers and other financial institutions and intermediaries that have entered into Sub-Placement Agent Agreements with the Agent, respectively, may receive from the Fund or investors, as applicable: (ba) Subject an ongoing distribution and service fee (the “Distribution and Servicing Fee”) based on the net asset value of each eligible class of shares calculated in arrears and paid monthly, subject to circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Memorandum, which may be amended and restated from time to time, the Fund will pay to the Agent an ongoing distribution and service fee (the “Distribution and Servicing Fee”) based on the net asset values of each eligible class of shares calculated in arrears and paid monthly. Portions of the Distribution and Servicing Fee allocable for distribution or the provision of services shall be as set forth in the Memorandum and shall only be paid/reallowed in consideration for their respective uses. (b) all front-end sales charges, including but not limited to sales load and placement fees, if any, on purchases of Shares sold subject to such charges as described in the Memorandum, which may be amended and restated from time to time. All The Agent, or a portion Sub-Placement Agents or other brokers, dealers and other financial institutions and intermediaries that have entered into Sub-Placement Agent Agreements with the Agent, may collect the gross proceeds derived from the sale of such Shares, remit the net asset value thereof to the Fund upon receipt of the proceeds and retain the applicable sales charge. (c) The Agent may re-allow any or all of the Distribution and Servicing Fee may be reallowed and front-end sales charges that it is paid by the Agent Fund to the such Sub-Placement Agents or other brokers, dealers and other financial institutions and intermediaries as the Agent who sold the Shares may from time to which such Distribution and Servicing Fee are attributabletime determine, as described more fully in the Sub-Placement Agent Agreement entered into with each such Sub-Placement Agent. Any amounts of the Distribution and Servicing Fee not reallowed by the Agent shall be returned to the Fund unless otherwise agreed by the parties. (cd) Sub-Placement Agents may charge transaction or other fees, including upfront placement fees or brokerage commissions to their own clients outside of the Fund as they may determine from time to time. (de) The Agent shall cease receiving the Distribution and Servicing Fee upon the earlier to occur of the following: (i) the occurrence of a Liquidity Event with respect to the Fund; and (ii) following the receipt of Multi-Class Exemptive Reliefany exemptive relief from the SEC that, if granted, would permit the Fund to issue multiple classes of its Shares, to the extent that total compensation paid to underwriters, broker-dealers and affiliates in connection with the offer and sale of the Shares exceeds the limits set forth in FINRA Rule 2310.