0001104659-22-092941 Sample Contracts

CUSTODY AGREEMENT dated as of June 16, 2022 by and between FRANKLIN BSP PRIVATE CREDIT FUND (“Company”) and U.S. BANK NATIONAL ASSOCIATION (“Custodian”)
Custody Agreement • August 19th, 2022 • Franklin BSP Private Credit Fund • New York

THIS CUSTODY AGREEMENT (this “Agreement”) is dated as of June 16, 2022 and is by and between FRANKLIN BSP PRIVATE CREDIT FUND (and any successor or permitted assign), a Delaware statutory trust, having its principal place of business at 9 West 57th Street, Suite 4700, New York, NY 10019, and U.S. BANK NATIONAL ASSOCIATION (or any successor or permitted assign acting as custodian hereunder, the “Custodian”), a national banking association having a place of business at One Federal Street, Boston, MA 02110.

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FRANKLIN BSP PRIVATE CREDIT FUND SUBSCRIPTION AGREEMENT
Subscription Agreement • August 19th, 2022 • Franklin BSP Private Credit Fund

This Subscription Agreement is entered into this __th day of ___, 20__ by and between Franklin BSP Private Credit Fund, a Delaware statutory trust (the “Fund”), and BSP Fund Holdco (Debt Strategy) L.P. (the “Subscriber”);

SECOND AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • August 19th, 2022 • Franklin BSP Private Credit Fund • Delaware
FRANKLIN BSP PRIVATE CREDIT FUND INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 19th, 2022 • Franklin BSP Private Credit Fund • New York

AGREEMENT made as of the [●] day of [●], [●], by and between Franklin BSP PRIVATE CREDIT FUND (the “Fund”), and BENEFIT STREET PARTNERS L.L.C. (the “Advisor”).

To The Agency Agreement between Benefit Street Partners L.L.C. and DST Systems, Inc.
Agency Agreement • August 19th, 2022 • Franklin BSP Private Credit Fund

This amendment (the “2022 Amendment”), effective as of April 1, 2022 (the “Amendment Effective Date”), is by and between DST Systems, Inc. (“DST”), Benefit Street Partners L.L.C. (“Benefit Street”), Realty Finance Trust, Inc., Business Development Corporation of America, and Franklin BSP Private Credit Fund (the “Interval Fund”).

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • August 19th, 2022 • Franklin BSP Private Credit Fund • New York

THIS AGREEMENT is made and entered into as of the last day written on the signature page by and between FRANKLIN BSP PRIVATE CREDIT FUND, a Delaware statutory trust (the “Fund”) and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“USBGFS””).

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