Nuveen Churchill Private Capital Income Fund 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.
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • February 7th, 2025 • Nuveen Churchill Private Capital Income Fund • New York
AMENDMENT NO. 2 TO CREDIT AGREEMENT dated as of February 4, 2025 (this "Agreement") among NCPCIF SPV IV, LLC (formally known as Nuveen Churchill PCF SPV I LLC), as Borrower (the "Borrower"), Nuveen Churchill Private Capital Income Fund (as successor in interest to Nuveen Churchill Private Credit Fund), as Servicer (the "Servicer"), the Lenders party hereto, The Bank of Nova Scotia, as Administrative Agent (the "Administrative Agent"), U.S. Bank Trust Company, National Association, as Collateral Agent (the "Collateral Agent") and collateral administrator (the "Collateral Administrator") and U.S. Bank National Association, as Custodian (the "Custodian").
ContractCollateral Management Agreement • May 29th, 2025 • Nuveen Churchill Private Capital Income Fund • New York
APPENDIX A: FORM OF SUBSCRIPTION AGREEMENT NOT FOR EXECUTION Subscription Agreement for Shares of Nuveen Churchill Private Capital Income FundSubscription Agreement • May 1st, 2023 • Nuveen Churchill Private Capital Income Fund
ContractCredit Agreement • October 6th, 2022 • Nuveen Churchill Private Capital Income Fund • New York
AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of October 4, 2022 (the “Amendment Effective Date”), among NCPIF SPV I LLC (together with its successors and assigns, the “Borrower”), each lender party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A. (together with its successors and assigns, the “Administrative Agent”) and NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND (together with its successors and assigns, the “Servicer”).
INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • June 3rd, 2024 • Nuveen Churchill Private Capital Income Fund • New York
THIS INVESTMENT SUB-ADVISORY AGREEMENT made this 28th day of May, 2024, by and between CHURCHILL PCIF ADVISOR LLC, a Delaware limited liability company (the “Adviser”), and CHURCHILL ASSET MANAGEMENT LLC, a Delaware limited liability company (the “Sub-Adviser”).
INDENTURE, dated as of May 22, 2025, between CHURCHILL NCPCIF CLO-II LLC, a Delaware limited liability company (together with its permitted successors and assigns, the “Issuer”) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (herein,...Indenture and Security Agreement • May 29th, 2025 • Nuveen Churchill Private Capital Income Fund • New York
Services AgreementServices Agreement • June 6th, 2022 • Nuveen Churchill Private Capital Income Fund • New York
MANAGEMENT AND INCENTIVE FEE WAIVER AGREEMENTManagement and Incentive Fee Waiver Agreement • June 3rd, 2024 • Nuveen Churchill Private Capital Income Fund • New York
This Management and Incentive Fee Waiver Agreement (the “Agreement”) is made on this 28th day of May, 2024, by and between Nuveen Churchill Private Capital Income Fund (the “Fund”) and Churchill PCIF Advisor LLC, the Fund’s investment adviser (the “Adviser”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Advisory Agreement (as defined below).
INVESTMENT ADVISORY AGREEMENT BETWEEN NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND AND CHURCHILL PCIF ADVISOR LLCInvestment Advisory Agreement • June 3rd, 2024 • Nuveen Churchill Private Capital Income Fund • New York
This Investment Advisory Agreement, dated as of May 28, 2024 (this “Agreement”), between NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND, a Delaware statutory trust (the “Fund”), and CHURCHILL PCIF ADVISOR LLC, a Delaware limited liability company (the “Adviser”).
2- bureau, commission, court, department, instrumentality, master, mediator, panel, referee, system or other political unit or subdivision or other entity of any of the foregoing, whether domestic or foreign. “Buyer” shall have the meaning provided in...Loan Sale and Contribution Agreement • May 29th, 2025 • Nuveen Churchill Private Capital Income Fund • New York
INTERMEDIARY MANAGER AGREEMENTIntermediary Manager Agreement • July 8th, 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”).
ii- ARTICLE VI CLASS A-2L LOAN EVENT OF DEFAULT Section 6.01 Class A-2L Loan Event of Default ................................................................. 12 Section 6.02 Rights Under Indenture; Remedies Cumulative...Class a-2l Loan Agreement • May 29th, 2025 • Nuveen Churchill Private Capital Income Fund • New York
AMENDMENT NO. 1 TO ADMINISTRATION AGREEMENT BETWEEN NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND AND NUVEEN CHURCHILL ADMINISTRATION LLCAdministration Agreement • January 13th, 2023 • Nuveen Churchill Private Capital Income Fund
This Amendment No. 1 (this “Amendment”), dated as of January 10, 2023, to the Administration Agreement (as defined below) is made 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”).
AMENDMENT NO. 3 TO INVESTMENT ADVISORY AGREEMENT BETWEEN NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND AND CHURCHILL ASSET MANAGEMENT LLCInvestment Advisory Agreement • August 4th, 2023 • Nuveen Churchill Private Capital Income Fund
This Amendment No. 3 (this “Amendment”), dated as of August 2, 2023, to the Advisory Agreement (as defined below) is made 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”).
ContractCredit Agreement • February 7th, 2025 • Nuveen Churchill Private Capital Income Fund • New York
AMENDMENT NO. 5 TO CREDIT AGREEMENT (this “Amendment”), dated as of February 6, 2025 (the “Amendment Effective Date”), among NCPCIF SPV II, LLC (together with its successors and assigns, the “Borrower”), each lender party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A. (together with its successors and assigns, the “Administrative Agent”) and NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND (together with its successors and assigns, the “Servicer”).
AMENDMENT NO. 1 TO THE MANAGEMENT AND INCENTIVE FEE WAIVER AGREEMENT BY AND BETWEEN NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND AND CHURCHILL PCIF ADVISOR LLCManagement and Incentive Fee Waiver Agreement • December 2nd, 2024 • Nuveen Churchill Private Capital Income Fund
This Amendment No. 1 (this “Amendment”) to the Management and Incentive Fee Waiver Agreement dated May 28, 2024 (the “Waiver Agreement”), is entered into by and between Nuveen Churchill Private Capital Income Fund (the “Fund”) and Churchill PCIF Advisor LLC, the Fund’s investment adviser (the “Adviser”) on this 27th day of November, 2024. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Waiver Agreement.
AMENDMENT NO. 1 TO INVESTMENT ADVISORY AGREEMENT BETWEEN NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND AND CHURCHILL PCIF ADVISOR LLCInvestment Advisory Agreement • August 5th, 2025 • Nuveen Churchill Private Capital Income Fund
This Amendment No. 1 (this “Amendment”), dated as of July 30, 2025, to the Advisory Agreement (as defined below) is made by and between NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND, a Delaware statutory trust (the “Fund”), and CHURCHILL PCIF ADVISOR LLC, a Delaware limited liability company (the “Adviser”).
CO-BORROWER JOINDERCo-Borrower Joinder • July 19th, 2024 • Nuveen Churchill Private Capital Income Fund
THIS JOINDER, dated as of July 16, 2024 (this “Joinder”), is to that certain Credit Agreement dated as of April 19, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among each Borrower or Co-Borrower from time to time party thereto, the Lenders from time to time party thereto, and 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 Administrator and U.S. Bank National Association, as Collateral Custodian. Capitalized terms used but not defined herein shall have the meanings provided in the Credit Agreement.
ADMINISTRATION AGREEMENT BETWEEN NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND AND NUVEEN CHURCHILL ADMINISTRATION LLCAdministration 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”).
FORM OF SUBSCRIPTION AGREEMENT NOT FOR EXECUTION Subscription Agreement for Shares of Nuveen Churchill Private Capital Income FundSubscription Agreement • November 10th, 2025 • Nuveen Churchill Private Capital Income Fund
AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT BY AND BETWEEN CHURCHILL ASSET MANAGEMENT LLC AND NUVEEN ASSET MANAGEMENT, LLCInvestment Sub-Advisory Agreement • August 8th, 2022 • Nuveen Churchill Private Capital Income Fund • New York
This Amendment No. 1 (this “Amendment”), dated as of August 3, 2022, to the Sub-Advisory Agreement (as defined below) is made 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”).
ii- ARTICLE VI CLASS B-L LOAN EVENT OF DEFAULT Section 6.01 Class B-L Loan Event of Default.................................................................... 12 Section 6.02 Rights Under Indenture; Remedies Cumulative...Class B-L Loan Agreement • May 29th, 2025 • Nuveen Churchill Private Capital Income Fund • New York
PURCHASE AND SALE AGREEMENT among NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND, as Seller and NCPCIF SPV II, LLC, as Purchaser Dated as of July 16, 2024Purchase and Sale Agreement • July 19th, 2024 • Nuveen Churchill Private Capital Income Fund
FORM OF ESCROW AGREEMENTEscrow Agreement • July 8th, 2022 • Nuveen Churchill Private Capital Income Fund • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this __ day of _______, 2022 by and among Nuveen Churchill Private Capital Income Fund, a Delaware statutory trust (the “Company”), Nuveen Securities, LLC, a Delaware limited liability company (“Intermediary Manager”) and UMB Bank, N.A.., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).
ContractCredit Agreement • May 29th, 2025 • Nuveen Churchill Private Capital Income Fund • New York
CHURCHILL NCPCIF CLO-I LLC, as Borrower U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Loan Agent and as Trustee under the Indenture and EACH OF THE CLASS A-L LENDERS PARTY HERETO CLASS A-L LOAN AGREEMENT Dated July 16, 2024Class a-L Loan Agreement • July 19th, 2024 • Nuveen Churchill Private Capital Income Fund
CLASS A-L LOAN AGREEMENT, dated as of July 16, 2024 (as amended, restated, supplemented or modified from time to time, this “Agreement”), among:
SENIOR SECURED REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of April 8, 2025, among NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND, as Borrower, the LENDERS and ISSUING BANKS party hereto, and SUMITOMO MITSUI BANKING CORPORATION, as Administrative...Senior Secured Revolving Credit and Term Loan Agreement • April 11th, 2025 • Nuveen Churchill Private Capital Income Fund • New York
SENIOR SECURED REVOLVING CREDIT AND TERM LOAN AGREEMENT, dated as of April 8, 2025 (this “Agreement”), among NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND, a Delaware statutory trust (the “Borrower”), the LENDERS and ISSUING BANKS from time to time party hereto and SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent (as defined below).
AMENDMENT NO. 2 TO INVESTMENT ADVISORY AGREEMENT BETWEEN NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND AND CHURCHILL ASSET MANAGEMENT LLCInvestment Advisory Agreement • January 13th, 2023 • Nuveen Churchill Private Capital Income Fund
This Amendment No. 2 (this “Amendment”), dated as of January 10, 2023, to the Advisory Agreement (as defined below) is made 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”).
AMENDMENT NO. 1 TO INVESTMENT ADVISORY AGREEMENT BETWEEN NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND AND CHURCHILL ASSET MANAGEMENT LLCInvestment Advisory Agreement • August 8th, 2022 • Nuveen Churchill Private Capital Income Fund • New York
This Amendment No. 1 (this “Amendment”), dated as of August 3, 2022, to the Advisory Agreement (as defined below) is made 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”).
EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTExpense 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”).
AMENDMENT NO. 2 TO ADMINISTRATION AGREEMENT BETWEEN NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND AND CHURCHILL BDC ADMINISTRATION LLCAdministration Agreement • November 5th, 2024 • Nuveen Churchill Private Capital Income Fund
This Amendment No. 2 (this “Amendment”), dated as of October 30, 2024, to the Administration Agreement (as defined below) is made by and between NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND, a Delaware statutory trust (the “Fund”), and CHURCHILL BDC ADMINISTRATION LLC (f/k/a Nuveen Churchill Administration LLC), a Delaware limited liability company (the “Administrator”).