Golub Capital Private Income Fund S Sample Contracts
EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTExpense Support and Conditional Reimbursement Agreement • October 31st, 2025 • Golub Capital Private Income Fund S
This Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this 26th day of September 2025, by and between GOLUB CAPITAL PRIVATE INCOME FUND S, a Delaware statutory trust (the “Fund”), and GC ADVISORS LLC, a Delaware limited liability company (the “Investment Adviser”).
ADMINISTRATION AGREEMENTAdministration Agreement • October 31st, 2025 • Golub Capital Private Income Fund S • New York
AGREEMENT (this “Agreement”) made as of this [ ] day of [ ], [2025], by and between Golub Capital Private Income Fund S, a Delaware statutory trust (hereinafter referred to as the “Fund”), and Golub Capital LLC, a Delaware limited liability company (the “Administrator”).
TRANSFER AGENT SERVICES AGREEMENTTransfer Agent Services Agreement • October 31st, 2025 • Golub Capital Private Income Fund S • New York
This Transfer Agent Services Agreement (this “Agreement”) dated October 17, 2025, is between Golub Capital Private Income Fund I and Golub Capital Private Income Fund S, both Delaware statutory trusts (collectively referred to herein as the “BDC”), and Ultimus Fund Solutions, LLC (“Ultimus”), a limited liability company organized under the laws of the state of Ohio.
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • October 31st, 2025 • Golub Capital Private Income Fund S • New York
This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of the date hereof, by and between Golub Capital LLC, a Delaware limited liability company (the “Licensor”), and Golub Capital Private Income Fund S, a Delaware statutory trust (the “Licensee”) (each a “party,” and collectively, the “parties”).
INVESTMENT ADVISORY AGREEMENT BETWEEN GOLUB CAPITAL PRIVATE INCOME FUND S AND GC ADVISORS LLCInvestment Advisory Agreement • October 31st, 2025 • Golub Capital Private Income Fund S • New York
This Investment Advisory Agreement (this “Agreement”) made effective as of this [ ][th] day of [ ] [ ], by and between GOLUB CAPITAL PRIVATE INCOME FUND S, a Delaware statutory trust (the “Fund”), and GC ADVISORS LLC, a Delaware limited liability company (the “Adviser”).
SHARE PURCHASE AND SALE AGREEMENTShare Purchase and Sale Agreement • February 17th, 2026 • Golub Capital Private Income Fund S • New York
This SHARE PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into on December 29, 2025, by and among Golub Capital Private Income Fund S, a Delaware statutory trust (“Buyer”), GCP OS Cayman Trust, a Cayman Islands trust (the “Seller”), and, with respect to Sections 1.5 and 1.6 only, GC Advisors LLC, a Delaware limited liability company (“GC Advisors” and, each of the aforementioned parties being referred to as a “Party”, and jointly as the “Parties”).
AMENDED AND RESTATED MANAGING DEALER AGREEMENTManaging Dealer Agreement • October 31st, 2025 • Golub Capital Private Income Fund S • New York
This Amended and Restated Managing Dealer Agreement (this “Agreement”) is entered into by and between Golub Capital Private Income Fund S, a Delaware statutory trust (the “Company”), and Arete Wealth Management, LLC, an Illinois limited liability company (the “Managing Dealer”). The Company and the Managing Dealer are party to a managing dealer agreement dated September 24, 2025 by and between the Company and the Managing Dealer (the “Prior Agreement”) and desire to amend and restate the Prior Agreement to set forth the terms and conditions for the continued provision by the Managing Dealer of services to the Company.
REVOLVING LOAN AGREEMENT Dated as of December 23, 2025Revolving Loan Agreement • February 17th, 2026 • Golub Capital Private Income Fund S • New York
Golub Capital Private Income Fund S, a Delaware statutory trust (the “Borrower”), and GC Advisors LLC, a Delaware limited liability company (the “Lender”), agree as follows (with capitalized terms not otherwise defined herein having the meanings ascribed to them in Section 17):
INVESTMENT ADVISORY AGREEMENT BETWEEN GOLUB CAPITAL PRIVATE INCOME FUND S AND GC ADVISORS LLCInvestment Advisory Agreement • December 19th, 2025 • Golub Capital Private Income Fund S • New York
This Investment Advisory Agreement (this “Agreement”) made effective as of this 5th day of December 2025, by and between GOLUB CAPITAL PRIVATE INCOME FUND S, a Delaware statutory trust (the “Fund”), and GC ADVISORS LLC, a Delaware limited liability company (the “Adviser”).
ADMINISTRATION AGREEMENTAdministration Agreement • December 19th, 2025 • Golub Capital Private Income Fund S • New York
AGREEMENT (this “Agreement”) made as of this 5th day of December, 2025, by and between Golub Capital Private Income Fund S, a Delaware statutory trust (hereinafter referred to as the “Fund”), and Golub Capital LLC, a Delaware limited liability company (the “Administrator”).
LOAN ADMINISTRATION AND CUSTODIAL AGREEMENTLoan Administration and Custodial Agreement • October 31st, 2025 • Golub Capital Private Income Fund S • New York
THIS LOAN ADMINISTRATION AND CUSTODIAL AGREEMENT (the “Agreement”), dated as of September 26, 2025, is entered into among each of the entities listed on Schedule A hereto, as Schedule A may be amended from time to time pursuant to the terms hereof (each an “Owner”), and COMPUTERSHARE TRUST COMPANY, N.A., a national banking association, as Custodian and Loan Administrator (together with its permitted successors and assigns, in such capacities, the “Custodian”).
ContractSubscription Agreement • October 31st, 2025 • Golub Capital Private Income Fund S
June 23, 2026 GPIF S Funding as Borrower c/o Golub Capital Private Income Fund S New York, New York 10166 Golub Capital Private Income Fund S as Servicer Re: Credit Agreement Side LetterCredit Agreement Side Letter • June 29th, 2026 • Golub Capital Private Income Fund S
We refer to the Amended and Restated Credit Agreement, dated as of December 31, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among GPIF S Funding, as borrower (“Borrower”, “we” or “us”), the lenders from time to time party thereto, Bank of America, N.A. (“Bank of America” or “you”), as administrative agent, Golub Capital Private Income Fund S, as servicer, Computershare Trust Company, N.A., as collateral custodian, and Bank of America, N.A., as sole lead arranger and sole book manager. All terms used but not otherwise defined herein shall have the meanings set forth in the Credit Agreement. This letter amends and restates in its entirety that certain letter agreement re: Credit Agreement Side Letter dated as of December 31, 2025. The parties to this side letter (the “Second Amended and Restated Side Letter”) hereby agree as follows:
FORM OF SELECTED INTERMEDIARY AGREEMENTSelected Intermediary Agreement • October 31st, 2025 • Golub Capital Private Income Fund S • New York
Arete Wealth Management, LLC, as the managing dealer (“Managing Dealer”) for Golub Capital Private Income Fund S (the “Company”), a Delaware statutory trust, invites you (the “Broker”) to participate in the distribution of Class S common shares of beneficial interest, $0.01 par value per share, of the Company (“Shares”) subject to the following terms (this “Agreement”):