CUSTODY AGREEMENT dated as of March 31, 2022 by and between NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND (“Company”) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (“Custodian”) and U.S. BANK NATIONAL ASSOCIATION (“Document Custodian”)Custody Agreement • June 6th, 2022 • Nuveen Churchill Private Capital Income Fund • New York
THIS CUSTODY AGREEMENT (this “Agreement”) is dated as of March 31, 2022 and is by and between NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND (and any successor or permitted assign, the “Company”), a Delaware statutory trust having its registered office at 430 Park Avenue, 14th Floor, New York, NY 10022, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (or any successor or permitted assign acting as custodian hereunder, the “Custodian”), a national banking association, and U.S. BANK NATIONAL ASSOCIATION, as document custodian (in such capacity, along with any successor or permitted assign acting as custodian hereunder, the “Document Custodian”), a national banking association.
Services AgreementServices Agreement • June 6th, 2022 • Nuveen Churchill Private Capital Income Fund • New York
ContractCredit Agreement • October 6th, 2022 • Nuveen Churchill Private Capital Income Fund • New York
AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of October 4, 2022 (the “Amendment Effective Date”), among NCPIF SPV I LLC (together with its successors and assigns, the “Borrower”), each lender party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A. (together with its successors and assigns, the “Administrative Agent”) and NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND (together with its successors and assigns, the “Servicer”).
INTERMEDIARY MANAGER AGREEMENTIntermediary Manager Agreement • July 8th, 2022 • Nuveen Churchill Private Capital Income Fund • New York
This Intermediary Manager Agreement (this “Agreement”) is entered into by and between Nuveen Churchill Private Capital Income Fund, a Delaware statutory trust (the “Company”) and Nuveen Securities, LLC (the “Intermediary Manager”).
INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • June 3rd, 2024 • Nuveen Churchill Private Capital Income Fund • New York
THIS INVESTMENT SUB-ADVISORY AGREEMENT made this 28th day of May, 2024, by and between CHURCHILL PCIF ADVISOR LLC, a Delaware limited liability company (the “Adviser”), and CHURCHILL ASSET MANAGEMENT LLC, a Delaware limited liability company (the “Sub-Adviser”).
APPENDIX A: FORM OF SUBSCRIPTION AGREEMENT NOT FOR EXECUTION Subscription Agreement for Shares of Nuveen Churchill Private Capital Income FundNuveen Churchill Private Capital Income Fund • January 13th, 2023
INDENTURE AND SECURITY AGREEMENTIndenture and Security Agreement • July 19th, 2024 • Nuveen Churchill Private Capital Income Fund
AMENDMENT NO. 1 TO ADMINISTRATION AGREEMENT BETWEEN NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND AND NUVEEN CHURCHILL ADMINISTRATION LLCAdministration Agreement • January 13th, 2023 • Nuveen Churchill Private Capital Income Fund
This Amendment No. 1 (this “Amendment”), dated as of January 10, 2023, to the Administration Agreement (as defined below) is made by and between NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND a Delaware statutory trust (the “Fund”), and NUVEEN CHURCHILL ADMINISTRATION LLC, a Delaware limited liability company (the “Administrator”).
AMENDMENT NO. 3 TO INVESTMENT ADVISORY AGREEMENT BETWEEN NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND AND CHURCHILL ASSET MANAGEMENT LLCInvestment Advisory Agreement • August 4th, 2023 • Nuveen Churchill Private Capital Income Fund
This Amendment No. 3 (this “Amendment”), dated as of August 2, 2023, to the Advisory Agreement (as defined below) is made by and between NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND, a Delaware statutory trust (the “Fund”), and CHURCHILL ASSET MANAGEMENT LLC, a Delaware limited liability company (the “Adviser”).
APPENDIX A: FORM OF SUBSCRIPTION AGREEMENT NOT FOR EXECUTION Subscription Agreement for Shares of Nuveen Churchill Private Capital Income FundNuveen Churchill Private Capital Income Fund • May 1st, 2023
MANAGEMENT AND INCENTIVE FEE WAIVER AGREEMENTManagement and Incentive Fee Waiver Agreement • June 3rd, 2024 • Nuveen Churchill Private Capital Income Fund • New York
This Management and Incentive Fee Waiver Agreement (the “Agreement”) is made on this 28th day of May, 2024, by and between Nuveen Churchill Private Capital Income Fund (the “Fund”) and Churchill PCIF Advisor LLC, the Fund’s investment adviser (the “Adviser”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Advisory Agreement (as defined below).
CO-BORROWER JOINDERNuveen Churchill Private Capital Income Fund • July 19th, 2024
THIS JOINDER, dated as of July 16, 2024 (this “Joinder”), is to that certain Credit Agreement dated as of April 19, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among each Borrower or Co-Borrower from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Nuveen Churchill Private Capital Income Fund, as Servicer, U.S. Bank Trust Company, National Association, as Collateral Administrator and U.S. Bank National Association, as Collateral Custodian. Capitalized terms used but not defined herein shall have the meanings provided in the Credit Agreement.
INVESTMENT ADVISORY AGREEMENT BETWEEN NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND AND CHURCHILL ASSET MANAGEMENT LLCInvestment Advisory Agreement • June 6th, 2022 • Nuveen Churchill Private Capital Income Fund • New York
This Investment Advisory Agreement, dated as of March 31, 2022 (this “Agreement”), between NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND, a Delaware statutory trust (the “Fund”), and CHURCHILL ASSET MANAGEMENT LLC, a Delaware limited liability company (the “Adviser”).
COLLATERAL MANAGEMENT AGREEMENTCollateral Management Agreement • July 19th, 2024 • Nuveen Churchill Private Capital Income Fund • New York
INVESTMENT SUB-ADVISORY AGREEMENT BY AND BETWEEN CHURCHILL ASSET MANAGEMENT LLC AND NUVEEN ASSET MANAGEMENT, LLCNuveen Churchill Private Capital Income Fund • June 6th, 2022 • New York
THIS INVESTMENT SUB-ADVISORY AGREEMENT made this 31st day of March, 2022, by and between CHURCHILL ASSET MANAGEMENT LLC, a Delaware limited liability company (the “Adviser”), and NUVEEN ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Sub-Adviser”).
APPENDIX A: FORM OF SUBSCRIPTION AGREEMENT NOT FOR EXECUTION Subscription Agreement for Shares of Nuveen Churchill Private Capital Income FundNuveen Churchill Private Capital Income Fund • September 6th, 2022 • Delaware
ADMINISTRATION AGREEMENT BETWEEN NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND AND NUVEEN CHURCHILL ADMINISTRATION LLCAdministration Agreement • June 6th, 2022 • Nuveen Churchill Private Capital Income Fund • New York
This Agreement (“Agreement”) is made as of March 31, 2022 by and between NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND a Delaware statutory trust (the “Fund”), and NUVEEN CHURCHILL ADMINISTRATION LLC, a Delaware limited liability company (the “Administrator”).
AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT BY AND BETWEEN CHURCHILL ASSET MANAGEMENT LLC AND NUVEEN ASSET MANAGEMENT, LLCInvestment Sub-Advisory Agreement • August 8th, 2022 • Nuveen Churchill Private Capital Income Fund • New York
This Amendment No. 1 (this “Amendment”), dated as of August 3, 2022, to the Sub-Advisory Agreement (as defined below) is made by and between CHURCHILL ASSET MANAGEMENT LLC, a Delaware limited liability company (the “Adviser”), and NUVEEN ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Sub-Adviser”).
MANAGEMENT AND INCENTIVE FEE WAIVER AGREEMENTManagement and Incentive Fee Waiver Agreement • April 29th, 2024 • Nuveen Churchill Private Capital Income Fund • New York
This Management and Incentive Fee Waiver Agreement (the “Agreement”) is made on this 29th day of April, 2024, by and between Nuveen Churchill Private Capital Income Fund (the “Fund”) and Churchill Asset Management LLC, the Fund’s investment adviser (the “Adviser”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Advisory Agreement (as defined below).
PURCHASE AND SALE AGREEMENT among NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND, as Seller and NCPCIF SPV II, LLC, as Purchaser Dated as of July 16, 2024Purchase and Sale Agreement • July 19th, 2024 • Nuveen Churchill Private Capital Income Fund
INVESTMENT ADVISORY AGREEMENT BETWEEN NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND AND CHURCHILL PCIF ADVISOR LLCInvestment Advisory Agreement • June 3rd, 2024 • Nuveen Churchill Private Capital Income Fund • New York
This Investment Advisory Agreement, dated as of May 28, 2024 (this “Agreement”), between NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND, a Delaware statutory trust (the “Fund”), and CHURCHILL PCIF ADVISOR LLC, a Delaware limited liability company (the “Adviser”).
FORM OF ESCROW AGREEMENTForm of Escrow Agreement • July 8th, 2022 • Nuveen Churchill Private Capital Income Fund • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this __ day of _______, 2022 by and among Nuveen Churchill Private Capital Income Fund, a Delaware statutory trust (the “Company”), Nuveen Securities, LLC, a Delaware limited liability company (“Intermediary Manager”) and UMB Bank, N.A.., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).
CHURCHILL NCPCIF CLO-I LLC, as Borrower U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Loan Agent and as Trustee under the Indenture and EACH OF THE CLASS A-L LENDERS PARTY HERETO CLASS A-L LOAN AGREEMENT Dated July 16, 2024Nuveen Churchill Private Capital Income Fund • July 19th, 2024
CLASS A-L LOAN AGREEMENT, dated as of July 16, 2024 (as amended, restated, supplemented or modified from time to time, this “Agreement”), among:
AMENDMENT NO. 2 TO INVESTMENT ADVISORY AGREEMENT BETWEEN NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND AND CHURCHILL ASSET MANAGEMENT LLCInvestment Advisory Agreement • January 13th, 2023 • Nuveen Churchill Private Capital Income Fund
This Amendment No. 2 (this “Amendment”), dated as of January 10, 2023, to the Advisory Agreement (as defined below) is made by and between NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND, a Delaware statutory trust (the “Fund”), and CHURCHILL ASSET MANAGEMENT LLC, a Delaware limited liability company (the “Adviser”).
AMENDMENT NO. 1 TO INVESTMENT ADVISORY AGREEMENT BETWEEN NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND AND CHURCHILL ASSET MANAGEMENT LLCInvestment Advisory Agreement • August 8th, 2022 • Nuveen Churchill Private Capital Income Fund • New York
This Amendment No. 1 (this “Amendment”), dated as of August 3, 2022, to the Advisory Agreement (as defined below) is made by and between NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND, a Delaware statutory trust (the “Fund”), and CHURCHILL ASSET MANAGEMENT LLC, a Delaware limited liability company (the “Adviser”).
EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTExpense Support and Conditional Reimbursement Agreement • June 6th, 2022 • Nuveen Churchill Private Capital Income Fund • New York
This Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this 31st day of March, 2022, by and between NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND, a Delaware statutory trust (the “Fund”), and CHURCHILL ASSET MANAGEMENT LLC, a Delaware limited liability company (the “Adviser”).
