Browse EX-10 agreements

Exhibit 10.11

September 29, 2026

STATE STREET BANK AND TRUST COMPANY 

One Congress Street 

Boston, MA 02214 

Attention: Timothy Bias

**Re: Addition of THIRD POINT CAPITAL INCOME FUND, TP PRIVATE CAPITAL INCOME FUND SPV I (FLCF) LLC, TP PRIVATE CAPTIAL INCOME FUND SPV II (SCF) LLC, TP PCI FUND I LLC, TP PCI FUND II LLC, and TP PCI FUND III LLC (the “New Client(s)”) to that certain Custody Agreement of THIRD POINT PRIVATE CAPITAL PARTNERS and each Client identified on Appendix A attached thereto “Client”]) dated December 26, 2025

Dear Mr. Bias,

…

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.

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Exhibit 10.1

INVESTMENT ADVISORY AGREEMENT
BETWEEN
Third Point PRivate Capital INCOME FUND
AND
Third Point Private Capital LLC

This Investment Advisory Agreement (this “Agreement”) is made as of September 25, 2026, by and between Third Point Private Capital Income Fund, a Delaware statutory trust (the “Fund”), and Third Point Private Capital LLC, a Delaware limited liability company (the “Adviser”).

WHEREAS, the Fund is a newly organized non-diversified, externally managed, closed-end management investment company that intends to elect to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (together with the rules promulgated thereunder, the “1940 Act”);

WHEREAS, the Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (together with the rules promulgated thereunder, the “Advisers Act”);

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**Third Point Private Capital Income Fund **

Subscription Booklet

* *

Seed Shares

IN ORDER TO INVEST:

** **

Please email this completed and executed Subscription Booklet to:

Sub-Administrator and Transfer Agent:

State Street Bank and Trust Company

1776 Heritage Drive,

North Quincy MA 02171

Mail Stop: JAB0340

Attention: Transfer Agency

E-mail: thirdpointbdcta_inq@statestreet.com

** **

If you have any questions regarding completion of the Subscription Booklet,

please email thirdpointbdcta_inq@statestreet.com.

Please encrypt any information submitted electronically that contains an individual’s personally identifiable
information (for example, Social Security and bank account numbers).

…

CERTAIN INFORMATION MARKED AS [***] HAS BEEN OMITTED FROM THIS EXHIBIT.

***Execution version ***

**G-PRIVATE EQUITY LP, **

as Borrower

Up to $45,000,000

**SENIOR CREDIT AGREEMENT **

SOCIÉTÉ GÉNÉRALE,

as Administrative Agent, Calculation Agent and Lead Arranger

May 30, 2025

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**TABLE OF CONTENTS **

| | | | | | | | | ---------------------------------------------- | - | ---------------------------------------------- | : | :------: | -: | - | | | | | | | | | | | | | | Page | | | | | | | | | | | | SECTION 1.  DEFINITIONS | | | | | 1 | |

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Execution Version

**AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT **

This **AGREEMENT **(this “Agreement”) is made as of September 23, 2026, by and between G-Private Equity LP, a Delaware limited partnership (the “Partnership”), G-Private Equity GP Advisors LLC (the “General Partner”), a Delaware limited liability company and Goldman Sachs Asset Management, L.P. (the “Investment Manager”), a Delaware limited partnership (together with its affiliates, “Goldman Sachs”).

WHEREAS, the Partnership desires to retain the Investment Manager to render investment management services to it, and the Investment Manager is willing to render such services, and the General Partner desires to delegate to the Investment Manager the authority to make certain decisions and undertake certain actions as set forth herein, in each case, on behalf of the Partnership, and the Investment Manager is willing to accept such delegation;

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*Execution Version *

**AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT **

This **AGREEMENT **(this “Agreement”) is made as of September 23, 2026, by and between G-INFRA LP, a Delaware limited partnership (the “Partnership”), G-INFRA GP Advisors LLC (the “General Partner”), a Delaware limited liability company and Goldman Sachs Asset Management, L.P. (the “Investment Manager”), a Delaware limited partnership (together with its affiliates, “Goldman Sachs”).

WHEREAS, the Partnership desires to retain the Investment Manager to render investment management services to it, and the Investment Manager is willing to render such services, and the General Partner desires to delegate to the Investment Manager the authority to make certain decisions and undertake certain actions as set forth herein, in each case, on behalf of the Partnership, and the Investment Manager is willing to accept such delegation;

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CERTAIN INFORMATION MARKED AS [***] HAS BEEN OMITTED FROM THIS EXHIBIT.

***Execution version ***

**G-INFRA LP, **

as Borrower

Up to $25,000,000

**SENIOR CREDIT AGREEMENT **

SOCIÉTÉ GÉNÉRALE,

as Administrative Agent, Calculation Agent and Lead Arranger

April 11, 2025

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**TABLE OF CONTENTS **

| | | | | | | | | ---------------------------------------------- | - | ---------------------------------------------- | : | :------: | -: | - | | | | | | | | | | | | | | Page | | | | | | | | | | | | SECTION 1.  DEFINITIONS | | | | | 1 | |

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**EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT **

This Expense Limitation and Reimbursement Agreement (the “Agreement”) is made as of [•], 2026 (the “Agreement Date”).and effective as of the date hereof, by and among SLR Secured Specialty Lending Fund, a Delaware statutory trust (the “Fund”), and SLR Secured Lending Partners, LLC, a Delaware limited liability company (the “Investment Adviser”).

WHEREAS, the Fund is a non-diversified, closed-end management investment company that intends to elect to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “Investment Company Act”);

WHEREAS, the Fund has retained the Investment Adviser to furnish investment advisory services to the Fund on the terms and conditions set forth in the investment advisory management agreement, dated [•], 2026, entered into between the Fund and the Investment Adviser, as may be amended or restated (the “Investment Advisory Agreement”); and

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**CUSTODIAL SERVICES ELECTION AGREEMENT **

**THIS CUSTODIAL SERVICES ELECTION AGREEMENT **is made on July 7, 2026 (this “Agreement”) by and between **SLR Secured Specialty Lending Fund, **a statutory trust organized under the laws of Delaware (the “Client”) and **Citibank, N.A., **acting as custodian through its New York offices (the “Custodian”).

**RECITALS **

**WHEREAS, **reference is hereby made to that certain Global Custodial Services Agreement, dated as of July 26, 2013 (as it may be amended, restated, supplemented or otherwise modified from time to time) (the “Custody Agreement”) by and between the Custodian and, severally and not jointly, each of Solar Capital Ltd. and Solar Senior Capital Ltd. (the “Original Client”), together with any other entity who may become a party thereto from time to time pursuant to a separate Joinder Agreement or Custodial Services Election Agreement (each, a “Separate Client”); and

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**TRADEMARK LICENSE AGREEMENT **

This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of [•], 2026 (the “Effective Date”) by and between SLR CAPITAL PARTNERS, LLC, a Delaware limited liability company (the “Licensor”), and SLR SECURED SPECIALTY LENDING FUND, a Delaware statutory trust (the “Fund”) (each a “party,” and collectively, the “parties”).

***RECITALS ***

WHEREAS, the Fund is a closed-end management investment fund that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended;

WHEREAS, pursuant to the Investment Management Agreement, dated as of [•], 2026 (the “Advisory Agreement”), by and between the Fund and SLR Secured Lending Partners, LLC, an affiliate of the Licensor, the Fund has engaged SLR Secured Lending Partners, LLC to act as the investment adviser to the Fund;

WHEREAS, Licensor is the owner of the trade name “SLR” (the “Licensed Mark”) in the United States of America (the “Territory”);

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**Joint Code of Ethics and Insider Trading Policy **

I.	**INTRODUCTION **

SLR Secured Lending Partners, LLC (the “Adviser”) seeks to foster and maintain a reputation for honesty, integrity and professionalism. That reputation is a vital business asset. The confidence and trust placed in Adviser are highly valued and must be protected. Adviser has adopted this Code of Ethics (the “Code”) in accordance with Rules 204A-1 under the Advisers Act and Rule 17j-l under the Investment Company Act. The Code includes Adviser’s policy with respect to personal investment and trading and its insider trading policy and procedures. SLR Secured Specialty Lending Fund (the “Fund”)** **have similarly and jointly adopted this Code of Ethics. Thus, this Code of Ethics is applicable to all Access Persons (as defined below) of the Adviser and the Fund (collectively “SLR Capital”).

II.	**DEFINITIONS **

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