Common use of Compensation of the Placement Agent Clause in Contracts

Compensation of the Placement Agent. (a) As set forth in the Memorandum, the Placement Agent will receive a quarterly fee out of the net assets of the Interests at the annual rate of [0.50]% from the commencement of the Fund’s investment operations through the end of year eight, and [0.15]% thereafter, based on the investors’ total capital commitments to the Fund, determined and accrued as of the last day of each calendar quarter; which fee shall be paid to the Financial Intermediaries responsible for such sales pursuant to Servicing and Sub-Placement Agency Agreements entered into by and between the Placement Agent and each Financial Intermediary. The Placement Agent will receive no separate fee, payment or other remuneration for purchases of Interests by or on behalf of accounts for which the Placement Agent, in its capacity as the Fund’s investment adviser, or one of its affiliates acts in a fiduciary, advisory, custodial or similar capacity. (b) Except as may otherwise be agreed to by the Fund, the Placement Agent shall be responsible for the payment of all costs and expenses incurred by the Placement Agent in connection with the performance of its obligations under this Agreement. (c) The Placement Agent shall pay all expenses relating to its licenses and registrations necessary under applicable law and regulations to provide the services described herein, and shall also pay all expenses incurred in providing office space, equipment, and personnel as may be necessary or convenient to provide the services contemplated herein.

Compensation of the Placement Agent. (a) As set forth in the Memorandum, the Placement Agent will receive a quarterly fee out of the net assets of the Interests at the annual rate of [0.50]% 0.75% from the commencement of the Fund’s investment operations through the end of year eight, and [0.15]% 0.15% thereafter, based on the investors’ total capital commitments to the Fund, determined and accrued as of the last day of each calendar quarter; which fee shall be paid to the Financial Intermediaries responsible for such sales pursuant to Servicing and Sub-Placement Agency Agreements entered into by and between the Placement Agent and each Financial Intermediary. The Placement Agent will receive no separate fee, payment or other remuneration for purchases of Interests by or on behalf of accounts for which the Placement Agent, in its capacity as the Fund’s investment adviser, or one of its affiliates acts in a fiduciary, advisory, custodial or similar capacity. (b) Except as may otherwise be agreed to by the Fund, the Placement Agent shall be responsible for the payment of all costs and expenses incurred by the Placement Agent in connection with the performance of its obligations under this Agreement. (c) The Placement Agent shall pay all expenses relating to its licenses and registrations necessary under applicable law and regulations to provide the services described herein, and shall also pay all expenses incurred in providing office space, equipment, and personnel as may be necessary or convenient to provide the services contemplated herein.