0001104659-20-077376 Sample Contracts

Master Custodian Agreement
Master Custodian Agreement • June 26th, 2020 • Barings Capital Investment Corp • Massachusetts

This Agreement is made as of August 2, 2018 by and among each management investment company identified on Appendix A hereto (each such investment company and each management investment company made subject to this Agreement in accordance with Section 19.5 below, shall hereinafter be referred to as a “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).

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BARINGS CAPITAL INVESTMENT CORPORATION SUBSCRIPTION AGREEMENT
Subscription Agreement • June 26th, 2020 • Barings Capital Investment Corp • Maryland

THE SHARES OF BARINGS CAPITAL INVESTMENT CORPORATION HAVE NOT BEEN REGISTERED UNDER 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 AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS, AND ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

ADMINISTRATION AGREEMENT
Administration Agreement • June 26th, 2020 • Barings Capital Investment Corp • New York

This ADMINISTRATION AGREEMENT (this “Agreement”) is made as of June 24, 2020 by and between Barings Capital Investment Corporation, a Maryland corporation (the “Company”), and Barings LLC, a Delaware limited liability company (the “Administrator”).

TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • June 26th, 2020 • Barings Capital Investment Corp • Maryland

This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of June 24, 2020 (the “Effective Date”), by and between Barings LLC, a Delaware limited liability company (“Licensor”), and Barings Capital Investment Corporation, a Maryland corporation (“Licensee”) (each a “party,” and collectively, the “parties”).

INVESTMENT ADVISORY AGREEMENT BETWEEN BARINGS CAPITAL INVESTMENT CORPORATION AND BARINGS LLC
Investment Advisory Agreement • June 26th, 2020 • Barings Capital Investment Corp • New York

This INVESTMENT ADVISORY AGREEMENT (this “Agreement”), dated as of June 24, 2020, between Barings Capital Investment Corporation, a Maryland corporation (the “Company”), and Barings LLC, a Delaware limited liability company (the “Adviser”).

FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • June 26th, 2020 • Barings Capital Investment Corp • Maryland

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into effective as of , 2020 (the “Effective Date”), by and between Barings Capital Investment Corporation, a Maryland corporation (collectively, with its affiliates and subsidiaries, the “Company”), and ______________ (“Indemnitee”).

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