0001193125-22-103070 Sample Contracts

ADMINISTRATION AGREEMENT
Administration Agreement • April 12th, 2022 • AGTB Private BDC • New York

AGREEMENT (this “Agreement”) made as of this [ ] day of [ ], 2022, by and between AGTB Private BDC, a Delaware statutory trust (hereinafter referred to as the “Company”), and AGTB Fund Manager, LLC, a Delaware limited liability company (the “Administrator”).

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AGTB PRIVATE BDC AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated as of March 17, 2022
Agreement and Declaration of Trust • April 12th, 2022 • AGTB Private BDC

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST (the “Declaration”) made as of the 17th day of March 2022, by the Board of Trustees hereunder and Delaware Trust Company, as Delaware trustee.

INVESTMENT MANAGEMENT AGREEMENT BETWEEN AGTB PRIVATE BDC AND AGTB FUND MANAGER, LLC
Investment Management Agreement • April 12th, 2022 • AGTB Private BDC • New York

This Investment Management Agreement made this ______ day of ______, 2022, is made by and between AGTB Private BDC, a Delaware statutory trust (herein referred to as the “Fund”) and AGTB Fund Manager, LLC, a Delaware limited liability company (herein referred to as the “Adviser”) (the “Agreement”).

EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT
Expense Support and Conditional Reimbursement Agreement • April 12th, 2022 • AGTB Private BDC • New York

This Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this [ ] day of [ ], 2022, by and between AGTB PRIVATE BDC, a Delaware statutory trust (the “Fund”), and AGTB FUND MANAGER, LLC, a Delaware limited liability company (the “Adviser”).

TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENT
Transfer Agency and Registrar Services Agreement • April 12th, 2022 • AGTB Private BDC • New York

THIS TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENT (this “Agreement”), dated as of [•], 202[•] (the “Effective Date”), is entered into by and between AGTB Private BDC, a [•] [corporation][limited liability company] (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (“AST”; together with the Company, the “Parties”; each, the “Party”).

GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • April 12th, 2022 • AGTB Private BDC • New York
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