FIRST AMENDMENT TO
INVESTMENT ADVISORY AGREEMENT
This FIRST AMENDMENT TO INVESTMENT ADVISORY AGREEMENT dated as of July 9, 2019 (the Amendment), is entered into by and between BC Partners Lending Corporation, a Maryland corporation (the Company), and BC Partners Advisors L.P., a Delaware limited partnership (the Adviser).
WHEREAS, the Company and the Adviser entered into an amended and restated investment advisory agreement dated as of November 7, 2018, pursuant to which the Adviser agreed to furnish investment advisory services to the Company (the Agreement);
WHEREAS, the Companys Board of Directors (the Board) approved changes to the Agreement on July 9, 2019 to amend certain provisions of the Agreement, as set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements set forth herein and for other good and valuable consideration, the parties hereby agree as follows:
Companys Responsibilities and Expenses Payable by the Company.
Section 2 of the Agreement is hereby deleted in its entirety and replaced with the following:
All investment professionals of the Adviser, and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser and not by the Company. The Company will bear all expenses of its operations and transactions, including (without limitation except as noted) those relating to: the cost of its organization and any offerings, subject to a cap of 1.50% of the Companys total capital commitments (the Capital Commitments); the cost of calculating its net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager or placement agent agreements, if any; administration fees payable under the administration agreement (the Administration Agreement) between the Company and BC Partners Management LLC (the Administrator) and any sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Companys rights; transfer agent and custodial fees; fees and expenses associated with marketing efforts; federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; federal, state and local taxes; independent directors fees and expenses including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and