0001214659-24-012330 Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • July 12th, 2024 • Pearl Diver Credit Co Inc. • Minnesota

THIS AGREEMENT (this “Agreement”) is made and entered into as of July 12, 2024 (the “Effective Date”), by and between PEARL DIVER CREDIT COMPANY INC., a Delaware corporation (the “Fund”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “Custodian”).

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PEARL DIVER CREDIT COMPANY INC. AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 12th, 2024 • Pearl Diver Credit Co Inc. • Delaware

This Amended and Restated Investment Advisory Agreement is hereby made as of the 12th day of July, 2024 (the “Agreement”), by and between Pearl Diver Credit Company Inc., a Delaware corporation (together with the successors thereto, the “Company”), and Pearl Diver Capital LLP, a partnership incorporated under the laws of the United Kingdom (the “Adviser”).

PEARL DIVER CREDIT COMPANY INC. [●] SHARES OF COMMON STOCK Form of Underwriting Agreement
Underwriting Agreement • July 12th, 2024 • Pearl Diver Credit Co Inc. • New York

Pearl Diver Credit Company Inc. (the “Company”), a corporation organized under the laws of Delaware, is a non-diversified closed-end management investment company that has registered as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule 1 hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom you are acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of common stock, par value $0.001 per share, of the Company (“Common Stock”) set forth in Schedule 1 hereto in an initial public offering and (ii) the grant by the Company to the Underw

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