IDirect Private Credit Fund, L.P. Sample Contracts
IDIRECT PRIVATE CREDIT FUND AGREEMENT AND DECLARATION OF TRUST Dated as of [·], 2025Agreement and Declaration of Trust • April 24th, 2025 • iDirect Private Credit Fund, L.P.
WHEREAS, this Trust is authorized to issue an unlimited number of its shares of beneficial interest all in accordance with the provisions hereinafter set forth;
CUSTODY AGREEMENT Dated December 2, 2024 Between UMB BANK, N.A. And IDIRECT PRIVATE CREDIT FUND, L.P. CUSTODY AGREEMENTCustody Agreement • February 21st, 2025 • iDirect Private Credit Fund, L.P.
This agreement made as of the date first set forth above between UMB Bank, N.A., a national banking association with its principal place of business located in Kansas City, Missouri (hereinafter "Custodian"), and iDirect Private Credit Fund, L.P., a Delaware limited partnership (such limited partnership and any successor entity, the “Fund”).
DISTRIBUTION AGREEMENTDistribution Agreement • February 21st, 2025 • iDirect Private Credit Fund, L.P. • New York
This DISTRIBUTION AGREEMENT (this “Agreement”) made this 2nd day of December, 2024, between iDirect Private Credit Fund, L.P., a Delaware limited partnership (the “Fund”), and iCapital Markets LLC (the “Distributor”).
IDIRECT PRIVATE CREDIT FUND AGREEMENT AND DECLARATION OF TRUST Dated as of June 25, 2025Agreement and Declaration of Trust • June 26th, 2025 • iDirect Private Credit Fund, L.P.
WHEREAS, this Trust is authorized to issue an unlimited number of its shares of beneficial interest all in accordance with the provisions hereinafter set forth;
Direct Private Credit Advisors, LLC 60 East 42nd Street New York, New York 10165Expense Limitation and Reimbursement Agreement • April 24th, 2025 • iDirect Private Credit Fund, L.P.
iDirect Private Credit Advisors, LLC (the “Adviser”) hereby confirms its agreement as follows in respect of iDirect Private Credit Fund (the “Fund”):
SUB-PLACEMENT AGENT AND DISTRIBUTION SERVICES AGREEMENTSub-Placement Agent and Distribution Services Agreement • February 21st, 2025 • iDirect Private Credit Fund, L.P. • New York
THIS SUB-PLACEMENT AGENT AND DISTRIBUTION SERVICES AGREEMENT (“Agreement”) made and entered into between iCapital Markets LLC, 60 East 42nd Street 26th Floor, New York, NY 10165 (“Distributor”), and [___________] (hereinafter “Sub-Placement Agent”).
RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENTFund of Funds Investment Agreement • February 21st, 2025 • iDirect Private Credit Fund, L.P. • New York
This Agreement, dated as of _________, 2024, between iDirect Private Credit Fund, L.P., a limited partnership organized under the laws of Delaware (such limited partnership and any successor entity, the “Acquiring Fund”), and ______________ a ____________________ (the “Acquired Fund” and, together with the Acquiring Fund, the “Funds”).
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • February 21st, 2025 • iDirect Private Credit Fund, L.P. • New York
AGREEMENT made as of this 15th day of November, 2024 by and between iDirect Private Credit Fund, L.P., a Delaware limited partnership (such limited partnership and any successor entity, the “Fund”), and iDirect Private Credit Advisors, LLC, a Delaware limited liability company (the “Adviser”).
FORM OF RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENTFund of Funds Investment Agreement • April 24th, 2025 • iDirect Private Credit Fund, L.P. • New York
This Agreement, dated as of April [ ], 2025, between iDirect Private Credit Fund, L.P., a limited partnership organized under the laws of Delaware (such limited partnership and any successor entity, the “Acquiring Fund”), and [ ] a [ ] (the “Acquired Fund” and, together with the Acquiring Fund, the “Funds”).
INFORMATION SERVICES AGREEMENTInformation Services Agreement • June 26th, 2025 • iDirect Private Credit Fund, L.P. • Delaware
This Information Services Agreement (this “Agreement”) is entered into as of [ ], 2025, by and between iDirect Private Credit Fund, a Delaware statutory trust (the “Company”) and [ ], a [ ] company (the “Information Agent”).
iDirect Private Credit Advisors, LLC 60 East 42nd Street New York, New York 10165Organizational and Initial Offering Expense Limitation Agreement • April 24th, 2025 • iDirect Private Credit Fund, L.P. • New York
iDirect Private Credit Advisors, LLC (the “Adviser”) hereby confirms its agreement as follows in respect of iDirect Private Credit Fund (the “Fund”):
MASTER SERVICES AGREEMENTMaster Services Agreement • February 21st, 2025 • iDirect Private Credit Fund, L.P. • Delaware
This Master Services Agreement (this “Agreement”), dated December 3, 2024, is between iDirect Private Credit Fund (the “Fund”), a Delaware Statutory Trust, and Ultimus Fund Solutions, LLC (“Ultimus”), a limited liability company organized under the laws of the state of Ohio.
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • June 26th, 2025 • iDirect Private Credit Fund, L.P. • New York
THIS TRADEMARK LICENSE AGREEMENT (“Agreement”) is effective as of the [ ] day of [ ], 2025 (“Effective Date”) between [Core Independent Manager] (the “Licensor”), a [Delaware limited partnership], and iDirect Private Credit Fund, L.P., a Delaware limited partnership, including any successor entity (together with its parallel, alternative investment and special purpose vehicles and all related and companion investment vehicles and funds thereof, the “Fund” or “Licensee”, and together with Licensor, the “Parties”, and each a “Party”).