StepStone Private Credit Co-Investment Fund Sample Contracts
STEPSTONE PRIVATE CREDIT CO-INVESTMENT FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated as of April 1, 2025Agreement and Declaration of Trust • April 25th, 2025 • StepStone Private Credit Co-Investment Fund
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;
TRANSFER AGENCY AGREEMENTTransfer Agency Agreement • June 9th, 2025 • StepStone Private Credit Co-Investment Fund
THIS TRANSFER AGENCY AGREEMENT (the “Agreement”) is made as of this 15th day of April, 2025, by and between StepStone Private Credit Fund, a Delaware series trust (the “Fund”), and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (the “Transfer Agent”).
CUSTODY AGREEMENT Dated April 15, 2025 Between UMB BANK, N.A. and STEPSTONE PRIVATE CREDIT CO-INVESTMENT FUNDCustody Agreement • June 9th, 2025 • StepStone Private Credit Co-Investment Fund
This agreement made as of the date first set forth above (the “Agreement”) between UMB Bank, n.a., a national banking association with its principal place of business located in Kansas City, Missouri (hereinafter “Custodian”) and StepStone Private Credit Co-Investment Fund, a Delaware statutory trust, together with such additional Funds which shall be made parties to this Agreement by the execution of Appendix B hereto (individually, a “Fund” and collectively, the “Funds”).
ADMINISTRATION AGREEMENTAdministration Agreement • April 25th, 2025 • StepStone Private Credit Co-Investment Fund • New York
THIS AGREEMENT (the “Agreement”) is made as of this 10th day of April, 2025 (the “Effective Date”), between StepStone Private Credit Co-Investment Fund, a Delaware statutory trust (the “Fund”), and StepStone Group Private Debt LLC, a Delaware limited liability company (the “Administrator”).
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • April 25th, 2025 • StepStone Private Credit Co-Investment Fund • New York
AGREEMENT made and effective as of this 23rd day of April, 2025 (the “Effective Date”) by and between StepStone Private Credit Co-Investment Fund, a Delaware statutory trust (the “Fund”), and StepStone Group Private Debt LLC, a Delaware limited liability company (the “Adviser”).
StepStone Group Private Debt LLC New York, NY 10172Expense Support and Conditional Reimbursement Agreement • April 30th, 2026 • StepStone Private Credit Co-Investment Fund
This Agreement is made this 11th day of August, 2025 by and between StepStone Private Credit Co-Investment Fund (the “Fund”), and StepStone Group Private Debt LLC (the “Adviser”), effective as of [•], 2025 (the “Effective Date”)
STEPSTONE PRIVATE CREDIT CO-INVESTMENT FUND FORM OF FEEDER FUND SUBSCRIPTION AGREEMENT CONFIDENTIALFeeder Fund Subscription Agreement • June 9th, 2025 • StepStone Private Credit Co-Investment Fund • Delaware
This Subscription Agreement (this “Subscription Agreement”) is being executed and delivered in connection with the subscription by _______________ (the “Subscriber”) to purchase the dollar amount of common shares of beneficial interest (the “Shares”) of StepStone Private Credit Co-Investment Fund, a Delaware statutory trust (the “Fund”), through periodic calls of all or a portion of capital amounts of the Subscriber’s (as such term is defined below) aggregate capital commitment (the “Capital Commitment”), as set forth on the signature page (as may be increased from time to time pursuant to an addendum to this Subscription Agreement as set forth in Section 2(d) below). Capitalized terms used herein shall have the same meanings herein as defined in the Fund’s Confidential Private Placement Memorandum (as amended, restated and/or supplemented or otherwise modified from time to time, the “Memorandum”), unless otherwise defined herein.
SUB-ADVISORY AGREEMENTSub-Advisory Agreement • April 25th, 2025 • StepStone Private Credit Co-Investment Fund • New York
AGREEMENT made as of the 23rd day of April, 2025 (the “Effective Date”), by and among StepStone Group Private Debt LLC, a Delaware limited liability company (the “Adviser”), StepStone Group Europe Alternative Investments Limited, an Irish private limited company (the “Sub-Adviser”), and StepStone Private Credit Co-Investment Fund, a Delaware statutory trust (the “Fund”).
SUB-ADMINISTRATION AGREEMENTSub-Administration Agreement • June 9th, 2025 • StepStone Private Credit Co-Investment Fund
THIS SUB-ADMINISTRATION AGREEMENT (the “Agreement”) is made as of this 13th day of May, 2025 (the “Effective Date”), by and between StepStone Group Private Debt LLC, a Delaware limited liability company (the “Administrator”), and SEI Investments Global Funds Services, a Delaware statutory trust, its successors and assigns (“SEI”).