AMENDMENT No. 1 TO THE SUB-ADMINISTRATION SERVICING AGREEMENT

AMENDMENT No. 1
TO THE
SUB-ADMINISTRATION SERVICING AGREEMENT
 

This Amendment No. 1 to the Sub-Administration Servicing Agreement is made and entered into by and between Onex Direct Lending BDC Fund, a Delaware Statutory Trust (the “Fund”), Onex Falcon Investment Advisors, LLC, a Delaware limited liability company, (the “Assignor”), Onex Credit Advisor, LLC (the “Assignee”) and U.S. Bancorp Fund Services, LLC d/b/a/ U.S. Bank Global Fund Services, a Wisconsin limited liability company (“USBFS”), dated as of March 6, 2024 (the “Amendment”).

W I T N E S S E T H

WHEREAS, the Assignor has previously entered into an Administration Agreement with the Fund;

 

WHEREAS, USBFS provides sub-administrative services to the Fund pursuant to the Sub-Administration Servicing Agreement dated as of September 16, 2021, by and among the Fund, the Assignor and USBFS (as amended, the “Sub-Administration Agreement”);

 

WHEREAS, the Assignor desires to transfer and assign, and the Assignee desires to accept and assume, all the rights and obligations of Assignor under the Sub-Administration Agreement; and

 

WHEREAS, the board of trustees of the Fund (the “Board of Trustees”), including a majority of the Board of Trustees who are not interested persons of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, has approved the assignment of the Sub-Administration Agreement.

 

NOW, THEREFORE, in consideration of the mutual promises and 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:

 

 

 

 

 

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[Signature page follows]

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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 written below.
 

Onex Direct Lending BDC Fund

 

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇___________________

Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇

Title: General Counsel and Chief Compliance Officer

Date:

 

 

Onex Falcon Investment Advisers, LLC, as Assignor

 

 

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇___________________

Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇

Title: Deputy General Counsel and Chief Compliance Officer

Date:

 

Onex Credit Advisor, LLC, as Assignee

 

 

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇___________________

Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇

Title: Deputy General Counsel and Chief Compliance Officer

Date:

 

U.S. Bancorp Fund Services, LLC

 

 

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇_____________________________

Name: ▇▇▇▇▇ ▇▇▇▇▇▇

Title: Sr. Vice President

Date:

 

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