Audax Private Credit Fund, LLC Sample Contracts
CUSTODIAL AGREEMENTCustodial Agreement • April 23rd, 2025 • Audax Private Credit Fund, LLC
THIS CUSTODIAL AGREEMENT (this “Agreement”) dated as of April 21, 2025, is entered into between AUDAX PRIVATE CREDIT FUND, LLC (the “Owner”) and COMPUTERSHARE TRUST COMPANY, N.A., as custodian (in such capacity, the “Custodian”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • April 23rd, 2025 • Audax Private Credit Fund, LLC • New York
This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of April 10, 2025 (the “Effective Date”), by and between 101 Huntington Holdings LLC, a Delaware limited liability company (“Licensor”), and Audax Private Credit Fund, LLC, a Delaware limited liability company, and any wholly-owned subsidiary thereof (“Licensee”) (each a “party,” and collectively, the “parties”).
Transfer Agency and Service Agreement Between Audax Private Credit Fund, LLC and Computershare Trust Company, N.A. and Computershare Inc.Transfer Agency and Service Agreement • April 23rd, 2025 • Audax Private Credit Fund, LLC • New York
THIS TRANSFER AGENCY AND SERVICE AGREEMENT, effective as of April 14, 2025 (“Effective Date”), is by and among Audax Private Credit Fund, LLC, a Delaware limited liability company and closed-end managament investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (“1940 Act”), having its principal place of business at 320 Park Avenue, New York, New York 10022 (“Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”, and together with Computershare, “Agent”), each having a principal office and place of business at 150 Royall Street, Canton, Massachusetts 02021. As used herein “party” means Agent or Company, as applicable, and “parties” means Agent and Company.
The following description is based on relevant portions of the Delaware Limited Liability Company Act (the “Delaware Act”) and of our Limited Liability Company Agreement (as amended, restated, supplemented or otherwise modified from time to time) (the...Description of Securities • March 24th, 2026 • Audax Private Credit Fund, LLC
Under the terms of our LLC Agreement, we are authorized to issue an unlimited number of Common Shares and Preferred Shares. As of the date hereof, we have one class of securities registered under Section 12 of the Exchange Act. There is currently no market for our Shares, and we can offer no assurances that a market for our Shares will develop in the future. We do not intend for the Shares offered to be listed on any national securities exchange. There are no outstanding options or warrants to purchase our Shares. For purposes of this section, the holders of Common Shares are defined as “Common Shareholders” and the holders of preferred shares are defined as “Preferred Shareholders.”
EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTExpense Support and Conditional Reimbursement Agreement • April 23rd, 2025 • Audax Private Credit Fund, LLC
This Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this 17th day of December, 2024, by and between AUDAX PRIVATE CREDIT FUND, LP, a Delaware limited partnership (the “Private Fund”), AUDAX MANAGEMENT COMPANY (NY), LLC, a Delaware limited liability company (the “Manager”), and AUDAX PDB MANAGEMENT COMPANY, LLC, a Delaware limited liability company (the “BDC Adviser” and, together with the Manager, the “Adviser”).
ContractSubscription Agreement • April 23rd, 2025 • Audax Private Credit Fund, LLC
Audax Private Credit Fund, LLC Subscription Agreement Audax Private Credit Fund, LLC (the “Fund”) (“Subscription Agreement”) for limited liability company interests (“Shares”) THE SHARES OF THE FUND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATES OR OTHER JURISDICTIONS, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE REGISTRATION AND QUALIFICATION REQUIREMENTS OF SUCH LAWS. THE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND SUCH LAWS PURSUANT TO REGISTRATION, QUALIFICATION OR EXEMPTION THEREFROM. THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE OR OTHER SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORIT
AUDAX PRIVATE CREDIT FUND, LLC Limited Liability Company Agreement Dated as of April 10, 2025Limited Liability Company Agreement • April 23rd, 2025 • Audax Private Credit Fund, LLC • Delaware
This Limited Liability Company Agreement (the “Agreement”) of Audax Private Credit Fund, LLC (the “Company”) is entered into as of April 10, 2025 and is effective as of the Conversion Effective Time (as defined below) by each of the persons that immediately prior to the Conversion (as defined below) were partners of the Limited Partnership (as defined below) (each, an “Initial Member” and collectively, the “Initial Members”), as a member of the Company, and any other Member admitted to the Company from time to time after the date hereof in accordance with this Agreement.
ADMINISTRATION AGREEMENTAdministration Agreement • April 23rd, 2025 • Audax Private Credit Fund, LLC • New York
This Agreement (“Agreement”) is made as of April 10, 2025 by and between Audax Private Credit Fund, LLC, a Delaware limited liability company (the “Company”), and Audax Management Company (NY), LLC, a Delaware limited liability company (the “Administrator”).
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • April 23rd, 2025 • Audax Private Credit Fund, LLC • New York
INVESTMENT ADVISORY AGREEMENT (“Agreement”), dated as of April 10, 2025, by and between Audax Private Credit Fund, LLC, a Delaware limited liability company (the “Company”), and Audax PDB Management Company, LLC, a Delaware limited liability company (the “Adviser”).
AMENDED AND RESTATED CUSTODIAL AGREEMENTCustodial Agreement • September 19th, 2025 • Audax Private Credit Fund, LLC
THIS AMENDED AND RESTATED CUSTODIAL AGREEMENT (this “Agreement”) dated as of September 4, 2025, between AUDAX PRIVATE CREDIT FUND, LLC (the “Owner”) and COMPUTERSHARE TRUST COMPANY, N.A., as custodian (in such capacity, the “Custodian”) amends, restates and replaces in its entirety that certain Custodial Agreement dated as of April 21, 2025 between the Owner and the Custodian.
FORM OF FUND OF FUNDS INVESTMENT AGREEMENTFund of Funds Investment Agreement • April 23rd, 2025 • Audax Private Credit Fund, LLC • New York
This FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of [•], 202[•], is between [•] and [•], each a [•] organized under the laws of [•] (the “Acquiring Funds”, each an “Acquiring Fund”), and Audax Private Credit Fund, LLC, a Delaware Limited Liability Company (the “Acquired Fund” and together with the Acquiring Funds, the “Funds”).