0001140361-22-031388 Sample Contracts

BLACKROCK PRIVATE CREDIT FUND THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated as of August 29, 2022
Agreement and Declaration of Trust • August 30th, 2022 • BlackRock Private Credit Fund • Delaware

THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made as of the 29th day of August 2022 by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.

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DISTRIBUTION AGREEMENT
Distribution Agreement • August 30th, 2022 • BlackRock Private Credit Fund • New York

THIS AGREEMENT is made as of May 31, 2022 by and between BlackRock Private Credit Fund, a Delaware statutory trust (the “Trust”), and BlackRock Investments, LLC, a Delaware limited liability company (the “Distributor”).

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT dated as of August 29, 2022 BY AND BETWEEN BlackRock Private Credit Fund a Delaware statutory trust AND BlackRock Capital Investment Advisors, LLC a Delaware limited liability company
Investment Advisory Agreement • August 30th, 2022 • BlackRock Private Credit Fund • New York

This Amended and Restated Investment Advisory Agreement (this “Agreement”), dated as of August 29, 2022 (the “Effective Date”), is made by and between BlackRock Private Credit Fund (the “Fund”), a Delaware statutory trust which has elected to be treated as a business development company under the Investment Company Act of 1940 (the “1940 Act”), and BlackRock Capital Investment Advisors, LLC (the “Adviser”), a Delaware limited liability company registered as an investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”).

ADMINISTRATION AGREEMENT
Administration Agreement • August 30th, 2022 • BlackRock Private Credit Fund • New York

AGREEMENT (this “Agreement”) made as of May 31, 2022 by and between BlackRock Private Credit Fund, a Delaware statutory trust (hereinafter referred to as the “Fund”), and Blackrock Financial Management, Inc., a Delaware corporation (hereinafter referred to as the “Administrator”).

AMENDED AND RESTATED FEE WAIVER AND EXPENSE SUPPORT AND REIMBURSEMENT AGREEMENT
Fee Waiver and Expense Support and Reimbursement Agreement • August 30th, 2022 • BlackRock Private Credit Fund • New York

AMENDED AND RESTATED FEE WAIVER AND EXPENSE SUPPORT AND REIMBURSEMENT AGREEMENT (this “Agreement”), dated as of August 29, 2022, by and between BlackRock Capital Investment Advisors, LLC, a Delaware limited liability company (the “Adviser”), and BlackRock Private Credit Fund, a Delaware statutory trust (the “Fund”).

AMENDED AND RESTATED SUB-INVESTMENT ADVISORY AGREEMENT
Sub-Investment Advisory Agreement • August 30th, 2022 • BlackRock Private Credit Fund • New York

AMENDED AND RESTATED SUB-INVESTMENT ADVISORY AGREEMENT dated August 29, 2022, among BlackRock Private Credit Fund, a Delaware statutory trust (the “Fund”), BlackRock Capital Investment Advisors, LLC, a Delaware limited liability company (the “Adviser”), and BlackRock Advisors, LLC, a Delaware limited liability company (the “Sub-Adviser”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • August 30th, 2022 • BlackRock Private Credit Fund

THIS SUBSCRIPTION AGREEMENT is entered into as of the 18th day of March, 2022, between BlackRock Private Credit Fund, a statutory trust organized and existing under the laws of Delaware (the “Trust”), and BlackRock Financial Management, Inc., a corporation organized and existing under the laws of Delaware (the “Purchaser”).

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