Browse EX-10 agreements

AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT

 

This AMENDMENT NO. 1 (this “Amendment”) to the Amended and Restated Investment Advisory Agreement, dated as of October 31, 2025 (this “Agreement”) is made as of May 1, 2026 between Macquarie Energy Transition Infrastructure Fund, L.P., a Delaware limited partnership (the “Partnership”), and Macquarie Wealth Advisers, LLC, a Delaware limited liability company (the “Adviser”).

 

WHEREAS, the Partnership entered into the Agreement with the Adviser to originate and recommend investment opportunities to the Partnership, monitor and evaluate Investments;

 

WHEREAS, the engagement of the Adviser by the Partnership is authorized by the Second Amended and Restated Limited Partnership Agreement of the Partnership (as further amended and/or restated from time to time, the “Partnership Agreement”);

 

WHEREAS, as set forth in Section 8(a) of the Agreement, the parties wish to amend the Agreement as set forth in this Amendment.

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Macquarie Energy Transition Infrastructure Fund, L.P.

January 28, 2025

 

Delaware Distributors, L.P.

100 Independence

610 Market Street

Philadelphia, PA 19106-2354

 

 

Re:

Private Placement Agent Agreement

 

Ladies and Gentlemen:

 

This letter (this “Agreement”) confirms our understanding and agreement with respect to the engagement of Delaware Distributors, L.P. (“Placement Agent”) to serve as placement agent in connection with the private placement of limited partnership interests (the “Units”) in Macquarie Energy Transition Infrastructure Fund, L.P., a Delaware limited partnership (the “Master Fund”), METI TE Feeder, L.P., a Delaware limited partnership (the “Feeder”, together with the Master Fund, the “Fund”) as set forth in the Confidential Memorandum of the Fund dated January 2025 (as the same may be amended or supplemented from time to time, the “Memorandum”). Terms not otherwise defined herein shall have the meanings assigned to such terms in the Memorandum. Central Park Advisers, LLC, a Delaware limited liability company, will act as investment adviser (the

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EXPENSE LIMITATION AGREEMENT

This Expense Limitation Agreement is made as of March 18, 2026 (the “Agreement”) by and between Fidelity Private Credit Company II LLC, a Delaware limited liability company (the “Fund”), and Fidelity Diversifying Solutions LLC, a Delaware limited liability company (the “Adviser”).

WHEREAS, the Fund shall 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 entered into an investment advisory agreement (“Investment Advisory Agreement”) and an administration agreement (“Administration Agreement”) with the Adviser, as each may be amended or restated.

WHEREAS, the Fund and the Adviser have determined that it is appropriate and in the best interests of the Fund that the Adviser shall pay a portion of the Fund’s Other Operating Expenses (as defined below) to the effect that such expenses do not exceed 0.50% (on an annualized basis) of the Fund’s average net assets.

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SUBSCRIPTION DOCUMENTS

FIDELITY PRIVATE CREDIT COMPANY II LLC

For Internal Use Only:

Subscription Amount:

Subscription Date:

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FIDELITY PRIVATE CREDIT COMPANY II LLC

SUBSCRIPTION BOOKLET

CONTENTS

(I)	Subscription Agreement

(II)	Attachment A, Subscriber Information Form and Signature Pages to the Subscription Agreement and Fund Documents

(III)	Attachment B, Subscriber Questionnaire

(IV)	Attachment C, Tax Forms

(V)	Attachment D, Privacy Notice

In connection with completing this Subscription Booklet, please sign and return original copies of (1) executed item (II) – Attachment A, (2) item (III) – Attachment B, and (3) the executed tax forms listed in item (IV) – Attachment C to the Fund at alternatives@fmr.com.

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SUBSCRIPTION AGREEMENT

Subscription Agreement

Fidelity Private Credit Company II LLC 245 Summer Street,

Boston, MA 02210

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INVESTMENT ADVISORY AGREEMENT

This Investment Advisory Agreement, dated as of March 18, 2026, is made by and between Fidelity Private Credit Company II LLC, a Delaware limited liability company (herein referred to as the “Fund”), and Fidelity Diversifying Solutions LLC, a Delaware limited liability company (herein referred to as the “Adviser”) (this “Agreement”).

1. Appointment of Adviser. The Adviser hereby undertakes and agrees, upon the terms and conditions herein set forth, to provide overall investment advisory services for the Fund and in connection therewith to, in accordance with the Fund’s investment objective, policies and restrictions as in effect from time to time:

(a) determining the composition of the Fund’s portfolio, the nature and timing of the changes to the Fund’s portfolio and the manner of implementing such changes in accordance with the Fund’s investment objective, policies and restrictions;

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ADMINISTRATION AGREEMENT

BETWEEN

FIDELITY PRIVATE CREDIT COMPANY II LLC

AND

FIDELITY DIVERSIFYING SOLUTIONS LLC

This Agreement (“Agreement”) is made as of March 18, 2026 by and between Fidelity Private Credit Company II LLC, a Delaware limited liability company (the “Fund”), and Fidelity Diversifying Solutions LLC, a Delaware limited liability company (the “Administrator”).

WHEREAS, the Fund is a limited liability company that intends to elect to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”);

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

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

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Supply And Distribution Agreement

Between

Biokey Inc.

And

Define Biotech Co., Ltd.

This Supply and Distribution Agreement (“Agreement”) shall be signed by the following parties on December 6, 2021 (“Effective Date”):

Biokey, Inc. (“Party A” or “BIOKEY”), a company incorporated under the Laws of California and having its principal place of business at [   ]; and

Define Biotech Co., Ltd. (“Party B” or “DEFINE”), a company organized and existing under the Laws of Taiwan, the Republic of China, with its registered office at [   ].

Party A and Party B shall be referred to individually as a “Party” and collectively as the “Parties”.

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Execution Version

LIMITED WAIVER AND FOURTH AMENDMENT TO LOAN, SECURITY

AND COLLATERAL MANAGEMENT AGREEMENT

THIS LIMITED WAIVER AND FOURTH AMENDMENT TO LOAN, SECURITY AND COLLATERAL MANAGEMENT AGREEMENT (this “Amendment”), dated as of February 14, 2025 (“Fourth Amendment Effective Date”), is entered into by and among:

(1)

INVESTCORP US PRIVATE CREDIT BDC II SPV, LLC, a Delaware limited liability company, as the borrower (the “Borrower”);

(2)

CM INVESTMENT PARTNERS LLC, a Delaware limited liability company, as the collateral manager (the “Collateral Manager”);

(3)

each of the lenders party to the agreement(as defined below; collectively, the “Lenders”); and

(4)

Capital One, National Association, a national banking association, as the administrative agent (“Capital One, National Association” and in such capacity, the “Administrative Agent”).

RECITALS

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INVESTCORP US PRIVATE CREDIT BDC II
CLASS I SHARES
EXPENSE SUPPORT AGREEMENT

THIS EXPENSE SUPPORT AGREEMENT (the “Agreement”) is effective as of the 5thday of January 2026, by and between INVESTCORP US PRIVATE CREDIT BDC II, a Delaware statutory trust (the “Fund”), and the investment adviser of such Fund, CM INVESTMENT PARTNERS LLC (the “Adviser”).

WHEREAS, the Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”) as a closed-end management investment company;

WHEREAS, the Adviser renders advice and services to the Fund pursuant to the terms and provisions of an Investment Advisory Agreement between the Fund and the Adviser dated as of the 5thday of January 2026 (the “Investment Advisory Agreement”); and

WHEREAS, the Fund’s Board of Trustees (the “Board”) and the Adviser have determined that it is appropriate and in the best interests of the Fund to limit the expenses of Class I Shares of the Fund and, therefore, have entered into this Agreement in order to maintain the Fund’s Class I expenses as set forth herein;

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UP TO U.S. $20,000,000

LOAN, SECURITY AND COLLATERAL MANAGEMENT AGREEMENT

by and among

CM INVESTMENT PARTNERS LLC,
as the Collateral Manager

Investcorp US Private Credit BDC II SPV, LLC,
as the Borrower

EACH OF THE LENDERS FROM TIME TO TIME PARTY HERETO,
as the Lenders

CAPITAL ONE, NATIONAL ASSOCIATION,
as the Administrative Agent, Hedge Counterparty, Swingline Lender and Arranger

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as the Collateral Custodian

and

U.S. BANK NATIONAL ASSOCIATION,

as the Document Custodian

Dated as of June 14, 2023

[Investcorp] Loan and Security Agreement

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TABLE OF CONTENTS

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Execution Version

SIXTH AMENDMENT TO LOAN, SECURITY

AND COLLATERAL MANAGEMENT AGREEMENT

THIS SIXTH AMENDMENT TO LOAN, SECURITY AND COLLATERAL MANAGEMENT AGREEMENT (this “Amendment”), dated as of June 13, 2025 (“Sixth Amendment Effective Date”), is entered into by and among:

(1)

INVESTCORP US PRIVATE CREDIT BDC II SPV, LLC, a Delaware limited liability company, as the borrower (the “Borrower”);

(2)

CM INVESTMENT PARTNERS LLC, a Delaware limited liability company, as the collateral manager (the “Collateral Manager”);

(3)

each of the lenders party to the agreement(as defined below; collectively, the “Lenders”); and

(4)

Capital One, National Association, a national banking association, as the administrative agent (“Capital One, National Association” and in such capacity, the “Administrative Agent”).

RECITALS

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INDEMNIFICATION AGREEMENT

This Indemnification Agreement (the “Agreement”) is made and entered into this ____ day of _________, 2025, by and between Investcorp US Private Credit BDC II (the “Fund”), on behalf of itself and its Subsidiaries (as defined in Section 1(h) below), and ___________________________ (the “Indemnitee”).

WHEREAS, it is essential to the Fund that it be able to retain and attract as trustees the most capable persons available;

WHEREAS, increased corporate litigation has subjected trustees to litigation risks and expenses, and the limitations on the availability of trustees and officers liability insurance have made it increasingly difficult to attract and retain such persons;

WHEREAS, the Fund’s amended and restated agreement and declaration of trust provides that the Fund may indemnify itstrustees;

WHEREAS, the Fund desires to provide Indemnitee with specific contractual assurance of Indemnitee’s rights to full indemnification against litigation risks and expenses; and

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