AMENDMENT NO. 1
TO
THE INVESTMENT ADVISORY AGREEMENT
BETWEEN
BAIN CAPITAL PRIVATE CREDIT
AND
BCPC ADVISORS, LP
THIS AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT (the “Amendment”) is made as of March 11, 2026 by and between BAIN CAPITAL PRIVATE CREDIT (the “Fund”) and BCPC ADVISORS, LP (the “Adviser”).
WHEREAS, the Fund and the Adviser entered into an Investment Management Agreement as of September 28, 2023 (the “Agreement”), pursuant to which the Fund retained the Adviser to furnish investment advisory services to the Fund;
WHEREAS, the Fund and the Adviser desire to amend the Agreement to make certain non-material revisions in response to comments from state regulatory authorities.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is agreed between the parties hereto as follows:
(e) Without the approval of holders of a majority of the Shares entitled to vote on the matter, or such other approval as may be required under the mandatory provisions of any applicable laws or regulations, or other provisions of the Declaration of Trust, the Adviser shall not: (i) modify this Agreement except for amendments that do not adversely affect the rights of the shareholders; (ii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iii) sell all or substantially all of the Fund’s assets other than in the ordinary course of the Fund’s business; or (iv) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Fund and would not materially adversely affect the shareholders; or (v) cause the merger of the Fund.
(d) The Adviser covenants that it shall not permit or cause to be permitted the Fund’s funds to be commingled with the funds of any other person and the funds will be protected from the claims of affiliated companies and creditors of the affiliated companies.