Sub-Administration Servicing Agreement between BCPC Advisors, LP and U.S. Bancorp Fund Services, LLC

Exhibit 10.1

SUB-ADMINISTRATION SERVICING AGREEMENT

THIS AGREEMENT is made and entered into as of the last date written on the signature page below, by and between BCPC ADVISORS, LP, a Delaware limited partnership (the “Administrator”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

WHEREAS, the Administrator, pursuant to an Administration Agreement, serves as the administrator to Bain Capital Private Credit (the “Fund”), which is a closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Administrator desires to retain USBFS to provide sub-administrative services to the Fund in the manner and on the terms hereinafter set forth; and

WHEREAS, USBFS is willing to provide sub-administrative services to the Fund on the terms and conditions hereafter set forth.

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

The Administrator hereby engages USBFS to act as sub-administrator of the Fund on the terms and conditions set forth in this Agreement, and USBFS hereby accepts such engagement and agrees to perform the services and duties set forth in this Agreement.

USBFS shall provide the following fund administration services to the Fund:

(1) Act as liaison among all Fund service providers, including, but not limited to, custodians, depositaries, transfer agents and dividend reinvestment plan administrators.

(2) Supply non-investment related statistical and research data as requested.

(3) Coordinate the Fund’s Board of Trustees’ (the “Board of Trustees” or the “Trustees”) communication:

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(4) Audits:

(5) Keep the Fund’s governing documents, including its charter, bylaws and minute books, but only to the extent such documents are provided to USBFS by the Administrator, the Fund or its representatives for safe-keeping.

(6) Monitor arrangements under any shareholder services or similar plan of the Fund.

(7) Monitor and communicate activity under share repurchase or tender offer plans.

(1) Regulatory and Internal Revenue Service (the “IRS”) Compliance:

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a. Schedule of Investments.

b. Consolidated Balance Sheet.

c. Statement of Operations.

d. Statement of Changes in Net Assets.

e. Statement of Cash Flows.

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f. Financial data for inclusion in the Notes to the quarterly and annual financial statements.

g. Financial highlights.

(5) Coordinate certification requirements pursuant to the Sarbanes-Oxley Act of 2002 (the “SOX Act”).

(6) Compute Total return calculations for market and net asset value.

(7) Assist the Fund’s Chief Executive Officer and Chief Financial Officer in connection with establishing and maintaining internal control over financial reporting (as defined in Rules 13a-15(f) and 15-d(f) under the Securities Exchange Act of 1934 (the “1934 Act”)) for the Fund.

(1) File Form 1099 NEC, 1042 or 1042-S for payments to Trustees and other service providers.

(2) Prepare tax schedules, which include without limitation the following items:

(3) Prepare for the review of the independent accountants and/or Fund management the federal and state tax returns including without limitation, Form 1120 RIC and applicable state returns including any necessary schedules. USBFS will prepare annual Fund federal and state income tax return filings as authorized by and based on the instructions received by Fund management and/or its independent accountant. File on a timely basis appropriate federal and state tax returns including, without limitation, Forms 1120/8613, with any necessary schedules.

(4) Provide the Fund’s management and Fund’s independent accountant with tax schedules and tax reporting information pertaining to the Fund and available to Fund Services as required in a timely manner.

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USBFS shall be compensated for providing the services set forth in this Agreement in accordance with the fee schedule set forth on Exhibit A hereto (as amended from time to time). The Administrator shall cause the Fund to pay all fees and reimbursable expenses within thirty (30) calendar days following receipt of the billing notice, except for any fee or expense subject to a good faith dispute. The Administrator and/or the Fund shall notify USBFS in writing within thirty (30) calendar days following receipt of each invoice if the Administrator and/or the Fund is disputing any amounts in good faith. The Administrator shall cause the Fund to settle such disputed amounts within ten (10) calendar days of the day on which the parties agree to the amount to be paid.

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USBFS shall indemnify and hold the Administrator and the Fund harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys’ fees) that the Administrator or the Fund may sustain or incur or that may be asserted against the Administrator or the Fund by any person arising out of or related to any action taken or omitted to be taken by USBFS as a result of USBFS’ refusal or failure to comply with the terms of this Agreement, or from its bad faith, gross negligence, or willful misconduct in the performance of its duties under this Agreement. This indemnity shall be a continuing obligation of USBFS, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms the “Administrator” and the “Fund” shall include each entity’s directors, officers and employees.

In no case shall either party be liable to the other for (i) any special, indirect or consequential damages, loss of profits or goodwill (even if advised of the possibility of such) under this Agreement; or (ii) any delay by reason of circumstances not reasonably foreseeable and beyond its reasonable control, including acts of civil or military authority, national emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, or riots.

In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues. USBFS shall as promptly as possible under the circumstances notify the Administrator in the event of any service interruption that materially impacts USBFS’ services under this Agreement. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS as soon as practicable. USBFS agrees that it shall, at all times, have reasonable business continuity and disaster recovery contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Administrator and/or the Fund shall be entitled to inspect USBFS’ premises and operating capabilities, books and records maintained on behalf of the Fund at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Moreover, USBFS shall obtain and provide the Administrator and/or the Fund, at such times as they may reasonably require, copies of reports rendered by independent accountants on the internal controls and procedures of USBFS relating to the services provided by USBFS under this Agreement.

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Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense (and shall do so in any case promptly upon request of the Administrator or Fund). USBFS shall promptly notify the Administrator upon discovery of any material administrative error (or group, pattern or practice of errors that, when taken together could constitute a material administrative error), and shall consult with the Administrator about the actions it intends to take to correct the error prior to taking such actions. A “material administrative error” means any error which the Administrator or the Fund’s management, including its Chief Compliance Officer, would reasonably need to know to oversee Fund compliance.

USBFS agrees on behalf of itself and its directors, officers, and employees to treat confidentially and as proprietary information of the Administrator and the Fund all records and other information relative to the Administrator and the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders) including all shareholder trading information, and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Administrator and/or the Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, provided that to the extent permitted by law, USBFS shall provide the Administrator prior notice to such disclosure or when so requested by the Administrator and/or the Fund. USBFS acknowledges that it may come into possession of material nonpublic information with respect to the Administrator or the Fund and confirms that it has in place effective procedures to prevent the use of such information in violation of applicable insider trading laws.

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Further, USBFS will adhere to the privacy policies adopted by the Fund pursuant to Title V of the Gramm-Leach-Bliley Act, as may be modified from time to time (the “Act”). In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. In addition, USBFS has implemented and will maintain an effective information security program reasonably designed to protect information relating to shareholders (such information, “Personal Information”), which program includes sufficient administrative, technical and physical safeguards and written policies and procedures reasonably designed to (a) insure the security and confidentiality of such Personal Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Personal Information, including identity theft; and (c) protect against unauthorized access to or use of such Personal Information that could result in substantial harm or inconvenience to the Fund or any shareholder (the “Information Security Program”). The Information Security Program complies and shall comply with reasonable information security practices within the industry. Upon written request from the Administrator, USBFS shall provide a written description of its Information Security Program. USBFS shall promptly notify the Administrator in writing of any breach of security, misuse or misappropriation of, or unauthorized access to, (in each case, whether actual or alleged) any information of the Fund (any or all of the foregoing referred to individually and collectively for purposes of this provision as a “Security Breach”). USBFS shall promptly investigate and remedy, and bear the cost of the measures (including notification to any affected parties), if any, to address any Security Breach. USBFS shall bear the cost of the Security Breach only if USBFS is determined to be responsible for such Security Breach. In addition to, and without limiting the foregoing, USBFS promptly cooperate with the Administrator, the Fund, their respective affiliates, or any of their or their affiliates’ regulators at USBFS’ expense (only if USBFS is determined to be responsible for such Security Breach) to prevent, investigate, cease or mitigate any Security Breach, including but not limited to investigating, bringing claims or actions and giving information and testimony. Notwithstanding any other provision in this Agreement, the obligations set forth in this paragraph shall survive termination of this Agreement.

USBFS will provide the Administrator with certain copies of third-party audit reports (e.g., SSAE 16 or SOC 1) through access to USBFS’ CCO Portal (limited to two persons) to the extent such reports are available and related to services performed or made available by USBFS under this Agreement. The Administrator acknowledges and agrees that such reports are confidential and that it will not disclose such reports except to its employees, advisors, representatives and service providers who have a need to know and are subject to a duty of confidentiality.

Notwithstanding the foregoing, USBFS will not share any nonpublic personal information concerning any of the Fund’s shareholders to any third party unless specifically directed by the Fund or allowed under one of the exceptions noted under the Act.

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This Agreement shall become effective as of the date first written above and will continue in effect for an initial period of one (1) year. Following the initial term, this Agreement shall automatically renew for successive one (1) year terms unless either party provides written notice at least ninety (90) days prior to the end of the then current term that it will not be renewing the Agreement, or such shorter period as is mutually agreed upon by the parties. Notwithstanding the foregoing, this Agreement may be terminated by any party upon the breach of the other party of any material term of this Agreement if such breach is not cured within fifteen (15) days of notice of such breach to the breaching party. This Agreement may not be amended or modified in any manner except by written agreement executed by the parties.

USBFS shall keep records relating to the services to be performed hereunder in the form and manner, and for such period, as it may deem advisable and is agreeable to the Administrator and/or the Fund, but not inconsistent with the rules and regulations of appropriate government authorities, in particular, Section 31 of the 1940 Act and the rules thereunder. USBFS agrees that all such records prepared or maintained by USBFS relating to the services to be performed by USBFS hereunder are the property of the Administrator and/or the Fund, as applicable, and will be preserved, maintained, and made available in accordance with such applicable sections and rules of the 1940 Act and will be promptly surrendered to the Administrator and/or the Fund on and in accordance with its request. USBFS agrees to provide any records necessary to the Fund to comply with the Fund’s disclosure controls and procedures and internal control over financial reporting adopted in accordance with the SOX Act. Without limiting the generality of the foregoing, USBFS shall cooperate with the Administrator and/or the Fund and assist the Fund, as necessary, by providing information to enable the appropriate officers of the Fund to (i) execute any required certifications and (ii) provide a report of management on the Fund’s internal control over financial reporting (as defined in Sections 13a-15(f) or 15a-15(f) of the 1934 Act).

This Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflicts of law principles. To the extent that the applicable laws of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control, and nothing herein shall be construed in a manner inconsistent with the 1940 Act or any rule or order of the SEC thereunder.

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In the event that, in connection with termination, a successor to any of USBFS’ duties or responsibilities hereunder is designated by the Administrator and/or the Fund by written notice to USBFS, USBFS will promptly, upon such termination, and at the expense of the Administrator and/or the Fund (except in the case of a termination resulting from a material breach of this Agreement by USBFS, in which case all expenses shall be borne by USBFS), transfer to such successor all relevant books, records, correspondence, and other data established or maintained by USBFS under this Agreement in a form reasonably acceptable to the Administrator and/or the Fund (if such form differs from the form in which USBFS has maintained the same, the Administrator and/or the Fund shall pay any reasonable and documented expenses associated with transferring the data to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance from USBFS’ personnel in the establishment of books, records, and other data by such successor. If no such successor is designated, then such books, records and other data shall be returned to the Administrator and/or the Fund.

USBFS shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized herein, have no authority to act for or represent the Administrator or the Fund in any way or otherwise be deemed an agent of the Administrator or the Fund, or conduct business in the name, or for the account, of the Adminstrator or the Fund.

The Adminstrator and/or the Fund or their agents shall furnish to USBFS the data necessary to perform the services described herein at such times and in such form as mutually agreed upon. If USBFS is also acting in another capacity for the Adminstrator or the Fund, nothing herein shall be deemed to relieve USBFS of any of its obligations in such capacity.

This Agreement may not be assigned by either party without the prior written consent of the other party.

The Fund has and retains primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the SOX Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism of 2001 and the policies and limitations of the Fund related to its portfolio investments as set forth in its Prospectus. USBFS’ services hereunder shall not relieve the Fund of its responsibilities for assuring such compliance or the Board of Trustees’ oversight responsibility with respect thereto.

The foregoing shall not affect USBFS’ responsibilities for compliance with applicable laws as it relates to itself.

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Nothing in this Agreement shall be deemed to appoint USBFS and its officers, directors and employees as the Administrator’s or the Fund’s attorneys, form attorney-client relationships or require the provision of legal advice. The Administrator and Fund acknowledge that in-house USBFS attorneys exclusively represent USBFS and rely on outside counsel retained by the Administrator or the Fund to review all services provided by in-house USBFS attorneys and to provide independent judgment on the Administrator’s or the Fund’s behalf. Because no attorney-client relationship exists between in-house USBFS attorneys and the Administrator or the Fund, any information provided to USBFS attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances. USBFS represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.

Any notice required or permitted to be given by either party to the other shall be in writing and shall be deemed to have been given on the date delivered personally or by courier service, upon delivery after sent by registered or certified mail, postage prepaid, return receipt requested, or on the date sent and confirmed received by facsimile transmission to the other party’s address set forth below:

Notice to USBFS shall be sent to:

U.S. Bancorp Fund Services, LLC

777 East Wisconsin Avenue

Milwaukee, WI 53202

Attn: GFS Contracts

Email: ***@***

and notice to the Adminstrator shall be sent to:

Bain Capital Private Credit

c/o BCPC Advisors, LP

Attn: Jessica Yeager

200 Clarendon Street

37^th Floor

Boston, MA 02116

This Agreement, together with any exhibits, attachments, appendices or schedules expressly referenced herein, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements, arrangements and understandings, whether written or oral.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by a duly authorized officer on one or more counterparts as of the date last written below.

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Exhibit A

Fund Sub-Administration & Fund Accounting Services Fee Schedule¹

Annual Fee Based Upon Average Net Assets per Fund*

7 basis points on the first $500 million

4 basis points on the next $250 million

3 basis points on the next $250 million

2 basis points on the balance above $1 billion

Minimum Annual Fee: $225,000 per fund

Additional fee of $15,000 for each additional class, Controlled Foreign Corporation (CFC), and/or sub-advisor. 2 basis points for any related JV requiring full financials, minimum of $50,000

Annual 10-K & 10-Q Document Management Fee

Included in the basis point service fee schedule above, we will provide final drafts of required financial statements, schedule of investments and tabular data included in footnotes.

Form 10-Q and Form 10-K filings with financial data and includes:

Additional report drafts beyond these three will be an additional $5,000.

All schedules subject to change depending upon the use of unique security type requiring special pricing or accounting arrangements.

Chief Compliance Officer Support Fee

$9,500 per year (waived)

Data Services

$0.08 – Listed Equity Instruments and rates which may include but are not limited to: Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards, Currency Rates, Total Return Swaps

$0.50 – Lower Tier Cost Fixed Income Instruments which may include but are not limited to: Domestic Corporate and Governments Agency Bonds, Mortgage Backed Securities, and Municipal Bonds

$0.80 – Higher Tier Cost Fixed Income Instruments which may include but are not limited to: CMO and Asset Backed Securities, Money Market Instruments, Foreign Bonds, Asset Backed, and High Yield Bonds

$1.00 – Bank Loans

Derivative Instruments are generally charged at the following rates:

$1.50- Intraday money market funds pricing, up to 3 times per day

$500 per Month Manual Security Pricing (>25per day)

Note: Prices above are based on using U.S. Bank primary pricing service which may vary by security type and are subject to change. Prices do not include set-up fees which may be charged on certain derivative instruments such as swaps. Use of alternative and/or additional sources may result in additional fees. Pricing vendors may designate certain securities as hard to value or as a non-standard security types, such as CLOs CDOs, and complex derivative instruments which may result in additional fees.

Corporate Action and Factor Services (security paydown)

$2.00 per Foreign Equity Security per Month

$1.00 per Domestic Equity Security per Month

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$2.00 per CMOs, Asset Backed, Mortgage Backed Security per Month

Third Party Administrative Data Charges (descriptive data for each security)

$1 per security per month for fund administrative data (based upon U.S. Bancorp standard data services and are subject to change)

Rule 2a-5 Reporting (valuation reporting and support):

$2,000 per fund

Customized delivery of data:

TBD

RIC Core Tax Services

M-1 book-to-tax adjustments at fiscal and excise year-end, prepare tax footnotes in conjunction with fiscal year-end audit, Prepare Form 1120-RIC federal income tax return and relevant schedules, Prepare Form 8613 and relevant schedules, Prepare Form 1099-MISC Forms, Prepare Annual TDF FBAR (Foreign Bank Account Reporting) filing, Prepare state returns (Limited to two) and Capital Gain Dividend Estimates (Limited to two).

Optional Tax Services RIC

Prepare book-to-tax adjustments & Form 5471 for Controlled Foreign Corporations (CFCs) – $5,000 per year

Additional Capital Gain Dividend Estimates – (First two included in core services) – $1,000 per additional estimate

State tax returns - (First two included in core services) – $1,500 per additional return

Partnership Core Tax Services

Fund book to tax analysis (Excluding specific MLP Investment Structures)

LP and GP tax allocation calculations as a component of Schedule K-1 disclosures

Fund Treasury filings including FINCEN Form 114 (F/K/A TDF 90-22.1 Foreign Account Returns) upon request

File Form 1099 Miscellaneous upon request

Semi Annual and Annual Provision if applicable

Form 8937 if applicable

Partnership Optional Tax Services – (in addition to Standard Services)

Federal Tax Returns

Prepare partnership federal income tax returns for master or standalone investment fund (up to 100 investors):

$5,000 Prepare partnership federal income tax returns for feeder entity (up to 100 K-1s) – $2,000

Prepare Federal and State extensions (If Applicable); Included in the return fees

Prepare corporate federal tax returns and analysis for US blocker entities – $2,500 per blocker

Prepare corporate federal tax returns and analysis for foreign blocker entities – $2,000 per blocker

Prepare tax analysis for Special Purpose Vehicles (SPV’s) – $2,000 per SPV

PFIC Statements: Additional $5,000 Per PFIC request

Coordinate filings and help facilitate payments to federal and local governments (If Applicable); Included in the return fees

Prepare K-1 estimates – $3,000 Per Estimate request

State Tax Returns

Prepare state income tax returns for funds and blocker entities – $1,500 per state return

Sign state income tax returns – $2,000 per state return

Assist in filing state income tax returns – Included with preparation of returns

State tax notice consultative support and resolution – $1,000 per fund

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Prepare New York Form IT- 204-LL – $250

Additional fee for Returns with over 100 investors to be added based on complexity.

Note Increase analysis due to side pocket allocation analysis may result in additional fees.

Note US Corporation preparation fees do not include 1099-DIV reporting

Tax Reporting – C-Corporations

Federal Tax Returns

Prepare corporate Book to tax calculation, average cost analysis and cost basis role forwards, and federal income tax returns for investment fund (Federal returns & 1099 Breakout Analysis) – $25,000

Prepare Federal and State extensions (If Applicable) – Included in the return fees

Prepare provision estimates – $2,000 Per estimate

State Tax Returns

Prepare state income tax returns for funds and blocker entities – $1,500 per state return

Sign state income tax returns – $2,000 per state return

Assist in filing state income tax returns – Included with preparation of returns

State tax notice consultative support and resolution – $1,000 per fund

Miscellaneous Expenses

All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred:

Fair Value Services, SWIFT processing, customized reporting, third-party data provider costs,(including Bloomberg, S&P, Moody’s, Morningstar, GICS, MSCI, Lipper, etc.), postage, stationery, programming, special reports, proxies, insurance, EDGAR/XBRL filing, tax e-filing, PFIC monitoring, wash sale reporting (Gainskeeper), retention of records, federal and state regulatory filing fees, expenses from Board of directors meetings, third party auditing and legal expenses, and conversion expenses (if necessary).

Additional services not included above shall be mutually agreed upon at the time of the service being added. In addition to the fees described above, additional fees may be charged to the extent that changes to applicable laws, rules or regulations require additional work or expenses related to services provided (e.g., compliance with new liquidity risk management and reporting requirements).

Fees are calculated pro rata and billed monthly.

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