EXHIBIT 10.2

Exhibit 10.2

September 25, 2026

Board of Trustees 

Third Point Private Capital Income Fund 

55 Hudson Yards, 51st Floor 

New York, NY 10001

Re: Waiver of Management Fee

Dear Members of the Board of Trustees:

Reference is hereby made to the Investment Advisory Agreement, dated as of September 25, 2026 (the “Advisory Agreement”), by and between Third Point Private Capital LLC (the “Adviser”) and Third Point Private Capital Income Fund (the “Fund”).

Pursuant to the Advisory Agreement, the Fund pays the Adviser an asset-based fee (the “Management Fee”), payable quarterly in arrears, at an amount equal to an annual rate of 1.25% of the average of the value of the Fund’s net assets as of the end of the applicable calendar quarter and the end of the immediately preceding calendar quarter, appropriately prorated for partial quarters and adjusted for any Share issuances or repurchases during the relevant period.

The Adviser hereby voluntarily agrees that, during the first three (3) years following the commencement of operations of the Fund (the “Fee Waiver Period”), it will waive a portion of the Management Fee otherwise payable as follows:

All calculations during the Fee Waiver Period shall otherwise be made in accordance with the terms of the Advisory Agreement.

Following the expiration of the third (3rd) anniversary of the Fund’s commencement of operations, the Management Fee shall automatically revert to the standard annual rate of 1.25% set forth in the Advisory Agreement.