CUSTODIAN AGREEMENTCustodian Agreement • July 20th, 2023 • New Mountain Guardian IV Income Fund, L.L.C. • Massachusetts
This Agreement is made as of May 15, 2023 (this “Agreement”), between NEW MOUNTAIN GUARDIAN IV UNLEVERED BDC, L.L.C. (the “Fund”) and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).
NEW MOUNTAIN GUARDIAN IV UNLEVERED BDC, L.L.C. AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of May 23, 2023Limited Liability Company Agreement • July 20th, 2023 • New Mountain Guardian IV Income Fund, L.L.C. • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of NEW MOUNTAIN GUARDIAN IV UNLEVERED BDC, L.L.C., a Delaware limited liability company (the “Fund”), is made and entered into as of May 23, 2023, by and among the Persons listed in the books and records of the Fund as Members of the Fund and by the Adviser (as defined herein). This Agreement amends and restates in its entirety the Limited Liability Company Agreement of the Fund, dated as of November 4, 2022 (the “Original Agreement”). Capitalized terms used herein without definition have the meanings specified in Section 1.1.
ADMINISTRATION AGREEMENTAdministration Agreement • July 20th, 2023 • New Mountain Guardian IV Income Fund, L.L.C. • New York
This ADMINISTRATION AGREEMENT (“Agreement”) is made as of December 14, 2022 by and among New Mountain Guardian IV Unlevered BDC, L.L.C., a Delaware limited liability company (the “Fund”) and New Mountain Finance Administration, L.L.C., a Delaware limited liability company (the “Administrator”). The Fund and the Administrator are sometimes referred to herein separately as a “party” and collectively as the “parties”.
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • July 20th, 2023 • New Mountain Guardian IV Income Fund, L.L.C. • New York
This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of December 14, 2022 (the “Effective Date”), by and among New Mountain Capital, L.L.C., a Delaware limited liability company (the “Licensor”), and New Mountain Guardian IV Unlevered BDC, L.L.C., a Delaware limited liability company (the “Licensee”). The Licensor and the Licensee are sometimes referred to herein separately as a “party” and collectively as the “parties.”
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT BETWEEN NEW MOUNTAIN GUARDIAN IV UNLEVERED BDC, L.L.C. AND NEW MOUNTAIN FINANCE ADVISERS BDC, L.L.C.Investment Advisory and Management Agreement • July 20th, 2023 • New Mountain Guardian IV Income Fund, L.L.C. • New York
This Agreement (this "Agreement") is made this 14th day of December, 2022, by and between NEW MOUNTAIN GUARDIAN IV UNLEVERED BDC, L.L.C., a Delaware limited liability company (the "Fund"), and NEW MOUNTAIN FINANCE ADVISERS BDC, L.L.C., a Delaware limited liability company (the "Adviser").
TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • July 20th, 2023 • New Mountain Guardian IV Income Fund, L.L.C.
THIS AGREEMENT is made as of the 15th day of May, 2023, by and between STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its principal office and place of business at One Lincoln Street, Boston, Massachusetts 02111 (“State Street” or the “Transfer Agent”), and NEW MOUNTAIN GUARDIAN IV UNLEVERED BDC, L.L.C., a limited liability company organized and existing under the laws of the state of Delaware (the “Company”).
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT New Mountain Finance Advisers BDC, L.L.C.Expense Limitation and Reimbursement Agreement • July 20th, 2023 • New Mountain Guardian IV Income Fund, L.L.C.
New Mountain Finance Advisers BDC, L.L.C. (the “Adviser”) hereby agrees to reduce and/or waive its Base Management Fee, as defined in the Investment Advisory and Management Agreement between the Fund and the Adviser (the “Advisory Agreement”), and to the extent necessary, bear other expenses of or make payments to the Fund, in the amount of Excess Specified Expenses and Excess Organizational and Offering Expenses (each as defined below).
