Item 1.01 Entry into a Material Definitive Agreement
On October 30, 2024, the Board, including all of the Independent Trustees, approved Amendment No. 2 (the "Administration Agreement Amendment") to the Administration Agreement, dated as of March 31, 2022 (the "Administration Agreement"), by and between the Fund and Churchill BDC Administration LLC (f/k/a Nuveen Churchill Administration LLC), the Fund's administrator (the "Administrator"). The Fund and the Administrator entered into the Administration Agreement Amendment as a result of comments issued by a state securities regulator from in connection with its "blue sky" review of the Fund's offering. The Administration Agreement Amendment (i) clarifies that certain expenses of the Administrator that are not allocable to the Fund are not reimbursable by the Fund to the Administrator and (ii) provides that the Administrator will not be entitled to indemnification for any loss or liability to the Fund or its shareholders unless certain conditions set forth in the NASAA Omnibus Guidelines Statement of Policy adopted on March 29, 1992 and as amended on May 7, 2007 and from time to time (the "Omnibus Guidelines") are satisfied, including that the loss or liability was not the result of negligence or misconduct.
The foregoing description is only a summary of the material provisions of the Administration Agreement Amendment and is qualified in its entirety by reference to a copy of the Administration Agreement Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.