Exhibit 10.5


 


DIstribution
REINVESTMENT PLAN 


OF 


T Series Middle
Market Loan Fund LLC


 


T Series Middle Market
Loan Fund LLC, a Delaware limited liability company (the “Company”), has adopted the following plan (the “Plan”),
to be administered by State Street Bank and Trust Company and its affiliates or such other administrator as the Company may appoint (the
 “Plan Administrator”), with respect to distributions declared by its board of directors (the “Board of Directors”)
on common units of the Company (the “Common Units”).


 


A unitholder who participates
in the Plan (each a “Participant”) will be subject to the terms below. Unitholders who do not wish to participate in
the Plan must “opt out” of the Plan as set forth below.


 


1.            All
cash distributions hereafter declared by the Board of Directors, net of any applicable withholding tax, shall be automatically reinvested
in additional Common Units of same class of Common Units to which the distribution relates, and no action shall be required on such Participant’s
part to receive a distribution in Common Units.


 


2.            Such
distributions shall be payable on such date or dates as may be fixed from time to time by the Board of Directors to unitholders of record
at the close of business on the record date established by the Board of Directors for the distribution involved.


 


3.            With
respect to each distribution pursuant to this Plan, the Board of Directors shall, subject to the provisions of the Investment Company
Act of 1940, as amended, issue new Common Units of same class of Common Units to which the distribution relates for the accounts of Participants.
The number of Common Units of such class of Common Units to be issued to a Participant is determined by dividing the total dollar amount
of the distribution payable to such unitholder by the most recent price per Common Unit of such class of Common Units as determined by
the Company or, if more recent, the most recent net asset value of such class of Common Units as determined by the Board of Directors
of the Company (including any committee thereof), subject, in each case, to adjustment to the extent required by Section 23 of the
1940 Act; the Plan Administrator shall be notified of the price per Common Unit by the Company.


 


4.            The
Plan Administrator may establish an account for the Common Units acquired pursuant to the Plan for each Participant or may otherwise record
the ownership of the Common Units acquired pursuant to the Plan. Each Participant’s Common Units acquired pursuant to the Plan may
be held together with the units of other Participants in non-certificated form. The Plan Administrator shall not issue unit certificates
to any Participant.


 


5.            The
Plan Administrator shall confirm to each Participant each acquisition made pursuant to the Plan as soon as practicable but not later than
30 business days after the payable date. Each Participant may from time to time have an undivided fractional interest (computed to four
decimal places) in a Common Unit, and distributions on fractional units shall be credited to each Participant. In the event of termination
of a Participant’s account under the Plan, the Plan Administrator shall adjust for any such undivided fractional interest in cash
at the time of termination.


 


6.            In
the event that the Company makes available to its unitholders rights to purchase additional Common Units or other securities, the Common
Units held by the Plan Administrator for a Participant under the Plan shall be added to any other Common Units of the same class held
by such Participant in calculating the number of rights to be issued to such Participant. Transaction processing may be either curtailed
or suspended until the completion of any in-kind distribution, stock split or limited liability company action.


 






    


     


    

 


7.            The
Plan Administrator’s service fee, if any, and expenses for administering the Plan shall be paid for by the Company. Except as explicitly
provided herein, there will be no brokerage charges or other charges to Participants.


 


8.            Each
Participant may elect to receive distributions in cash by notifying the Plan Administrator in writing so long as such notice is received
by the Plan Administrator no later than 10 calendar days prior to the record date for such distribution to unitholders, otherwise the
election will be effective only with respect to any subsequent distribution. Those Participants who hold Common Units through a broker
or other financial intermediary may opt out of the Plan and receive distributions in cash by notifying their broker or other financial
intermediary of their election.


 


9.            Each
Participant may terminate his, her or its account under the Plan by so notifying the Plan Administrator by submitting a letter of instruction
terminating the Participant’s account under the Plan to the Plan Administrator. Such termination shall be effective immediately
if the Participant’s notice is received by the Plan Administrator no later than 10 calendar days prior to the record date for an
applicable distribution; otherwise, such termination shall be effective only with respect to any subsequent distributions. The Plan may
be terminated or amended by the Company upon written notice at least 30 days prior to any record date for the payment of any distributions
by the Company. Upon any termination, the Plan Administrator shall cause the Common Units held for each Participant under the Plan to
be delivered to the Participant.


 


10.          For
the avoidance of doubt, any distributions reinvested pursuant the Plan on behalf of a Participant shall have no effect on the amount of
any capital commitment of such Participant to the Company.


 


11.          These
terms and conditions may be amended or supplemented by the Company at any time but, except when necessary or appropriate to comply with
applicable law or the rules or policies of the Securities and Exchange Commission or any other applicable regulatory authority, only
by appropriate written notice at least 30 days prior to the effective date thereof. The amendment or supplement shall be deemed to be
accepted by each Participant unless, prior to the effective date thereof, the Plan Administrator receives written notice of the termination
of the Participant’s participation in the Plan. Any such amendment may include an appointment in the place and stead of the Plan
Administrator of a successor agent under these terms and conditions, with full power and authority to perform all or any of the acts to
be performed by the Plan Administrator under these terms and conditions. Upon any such appointment of any agent for the purpose of receiving
distributions, the Company shall be authorized to pay to such successor agent, for each Participant’s account, all distributions
payable on Common Units held in the Participant’s name or under the Plan for retention or application by such successor agent as
provided in these terms and conditions.


 


12.          The
Plan Administrator shall at all times act in good faith and use its best efforts within reasonable limits to ensure its full and timely
performance of all services to be performed by it under this Plan and to comply with applicable law, but assumes no responsibility and
shall not be liable for loss or damage due to errors unless such error is caused by the Plan Administrator’s negligence, bad faith
or willful misconduct or that of its employees or agents.


 


13.          These
terms and conditions shall be governed by the laws of the State of Delaware.


 


Adopted October 13, 2021


 






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