0001628280-22-016263 Sample Contracts

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.

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CREDIT AGREEMENT among NCPIF SPV I LLC as Borrower, THE LENDERS PARTY HERETO, 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...
Credit Agreement • June 6th, 2022 • Nuveen Churchill Private Capital Income Fund • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of April 19, 2022, among NCPIF SPV I LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, together with its successors and assigns, the “Administrative Agent”), NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND, as Servicer (the “Servicer”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Collateral Administrator (in such capacity, together with its successors and assigns, the “Collateral Administrator”) and U.S. BANK NATIONAL ASSOCIATION, as Collateral Custodian (in such capacity, together with its successors and assigns, the “Collateral Custodian”).

INVESTMENT SUB-ADVISORY AGREEMENT BY AND BETWEEN CHURCHILL ASSET MANAGEMENT LLC AND NUVEEN ASSET MANAGEMENT, LLC
Investment Sub-Advisory Agreement • June 6th, 2022 • Nuveen Churchill Private Capital Income Fund • 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”).

Services Agreement
Services Agreement • June 6th, 2022 • Nuveen Churchill Private Capital Income Fund • New York
INVESTMENT ADVISORY AGREEMENT BETWEEN NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND AND CHURCHILL ASSET MANAGEMENT LLC
Investment 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”).

INTERMEDIARY MANAGER AGREEMENT
Intermediary Manager Agreement • June 6th, 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”).

ADMINISTRATION AGREEMENT BETWEEN NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND AND NUVEEN CHURCHILL ADMINISTRATION LLC
Administration 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”).

EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT
Expense 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”).

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