Exhibit 10.3

   

  

  ADMINISTRATION
      AGREEMENT

   

  This
      ADMINISTRATION AGREEMENT (this “Agreement”) is made as of May 13, 2021 by and between Barings Private Credit
      Corporation, a Maryland corporation (the “Company”), and Barings LLC, a Delaware limited liability company
      (the “Administrator”).

   

  WITNESSETH:

   

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

   

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

   

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

   

  NOW,
      THEREFORE, in consideration of the premises and the covenants hereinafter contained and for other good and valuable consideration,
      the receipt and adequacy of which is hereby acknowledged, the Company and the Administrator hereby agree as follows:

   

  1.             Duties
        of the Administrator.

   

  (a)          Employment
        of Administrator. The Company hereby employs the Administrator to act as administrator of the Company, and to furnish, or
      arrange for others to furnish, the administrative services, personnel and facilities described below, subject to review by and
      the overall control of the Company’s board of directors (the “Board of Directors”), for the period and
      on the terms and conditions set forth in this Agreement. The Administrator hereby accepts such employment and agrees during such
      period to render, or arrange for the rendering of, such services and to assume the obligations herein set forth subject to the
      reimbursement of costs and expenses as provided for below. The Administrator and any such other persons providing services arranged
      for by the Administrator shall for all purposes herein be deemed to be independent contractors and shall, unless otherwise expressly
      provided or authorized herein, have no authority to act for or represent the Company in any way or otherwise be deemed agents
      of the Company.

   

  (b)          Services.
      The Administrator shall perform (or oversee, or arrange for, the performance of) the administrative services necessary for
      the operation of the Company. Without limiting the generality of the foregoing, the Administrator shall provide the Company with
      office facilities, equipment, clerical, bookkeeping and record keeping services at such office facilities and such other services
      as the Administrator, subject to review by the Board of Directors, shall from time to time determine to be necessary or useful
      to perform its obligations under this Agreement. The Administrator shall also, on behalf of the Company and subject to the Board
      of Directors’ approval, arrange for the services of, and oversee, custodians, depositories, transfer agents, dividend disbursing
      agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries,
      insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. The Administrator shall
      make reports to the Board of Directors regarding its performance of the obligations hereunder and furnish advice and recommendations
      with respect to such other aspects of the business and affairs of the Company as it shall determine to be desirable; provided
      that nothing herein shall be construed to require the Administrator to, and the Administrator shall not, in its capacity as
      Administrator, provide any advice or recommendation relating to the securities and other assets that the Company should purchase,
      retain or sell or any other investment advisory services to the Company. The Administrator shall be responsible for the financial
      and other records that the Company is required to maintain and shall prepare all reports and other materials required to be filed
      with the Securities and Exchange Commission (the “SEC”) or any other regulatory authority, including, but not
      limited to, current reports on Form 8-K, quarterly reports on Form 10-Q, annual reports on Form 10-K and proxy or information
      statements to stockholders. In addition, the Administrator will assist the Company in determining and publishing the Company’s
      net asset value, overseeing the preparation and filing of the Company’s tax returns, and the printing and dissemination
      of reports to stockholders of the Company, and generally overseeing the payment of the Company’s expenses and the performance
      of administrative and professional services rendered to the Company by others.

   

  

  
     

    
      

    

  

  
   

  (c)          Sub-Administrators.
      The Administrator may engage one or more administrators (each, a “Sub-Administrator”) to act as sub-administrators
      to provide the Company certain administrative services set forth in Section 1(b) of this Agreement, all as shall be set forth
      in a written contract (each, a “Sub-Administration Agreement”) to which the Administrator shall be a party.

   

  2.             Records.

   

  The
      Administrator agrees to maintain and keep all books, accounts and other records of the Company that relate to activities performed
      by the Administrator hereunder and, if required by any applicable statutes, rules and regulations, including without limitation,
      the 1940 Act, will maintain and keep such books, accounts and records in accordance with such statutes, rules and regulations.
      In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Administrator agrees that all records that it maintains
      for the Company shall at all times remain the property of the Company, shall be readily accessible during normal business hours,
      and shall be promptly surrendered upon the termination of this Agreement or otherwise on written request. The Administrator further
      agrees that all records which it maintains for the Company pursuant to Rule 31a-1 under the 1940 Act will be preserved for the
      periods prescribed by Rule 31a-2 under the 1940 Act unless any such records are earlier surrendered as provided above. Records
      shall be surrendered in usable machine-readable form. The Administrator shall have the right to retain copies of such records
      subject to observance of its confidentiality obligations under this Agreement.

   

  3.             Confidentiality.

   

  The
      parties hereto agree that each shall treat confidentially all information provided by each party to the other regarding its business
      and operations. All confidential information provided by a party hereto, including all “nonpublic personal information,”
      as defined under the Gramm-Leach-Bliley Act of 1999 (Public law 106-102, 113 Stat. 1138), shall be used by the other party hereto
      solely for the purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out this Agreement,
      shall not be disclosed to any third party, without the prior consent of such providing party, except that such confidential information
      may be disclosed to an affiliate or agent of the disclosing party to be used for the sole purpose of providing the services set
      forth herein. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter
      becomes publicly available other than through a breach of this Agreement, or that is requested by or required to be disclosed
      to any governmental or regulatory authority, including in connection with any required regulatory filings or examinations, by
      judicial or administrative process or otherwise by applicable law or regulation. Notwithstanding the foregoing, the Company hereby
      consents and authorizes the Administrator and its affiliates to use and disclose confidential information relating to the Company
      in connection with (a) the preparation of performance information relating to the Company and (b) in connection with any contemplated
      sale of the outstanding equity or assets of the Adviser (defined below), Administrator, or any person who may be deemed to “control”
      either of the Adviser or the Administrator, in each case within the meaning of the 1940 Act.

   

  

  
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  4.             Compensation;
        Allocation of Costs and Expenses.

   

  (a)          Reimbursement.
      In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for
      the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities set
      forth in Section 1 herein. Specifically, the reimbursements made by the Company to the Administrator shall include, but not be
      limited to:

   

  (i)       the
      allocable portion of the Administrator’s rent for the Company’s Chief Financial Officer and the Chief Compliance Officer
      and their respective staffs, which is based upon the allocable portion of the usage thereof by such personnel in connection with
      their performance of administrative services under this Agreement;

   

  (ii)       the
      allocable portion of the salaries, bonuses, benefits and expenses of the Company’s Chief Financial Officer and Chief Compliance
      Officer and their respective staffs, which is based upon the allocable portion of the time spent by such personnel in connection
      with performing administrative services for the Company under this Agreement;

   

  (iii)       the
      actual cost of goods and services used for the Company and obtained by the Administrator from entities not affiliated with the
      Company, which is reasonably allocated to the Company on the basis of assets, revenues, time records or other method conforming
      with generally accepted accounting principles;

   

  (iv)       all
      fees, costs and expenses associated with the engagement of a Sub-Administrator, if any; and

   

  (v)       costs
      associated with (a) the monitoring and preparation of regulatory reporting, including registration statements and amendments thereto,
      prospectus supplements, and tax reporting, (b) the coordination and oversight of service provider activities and the direct cost
      of such contractual matters related thereto and (c) the preparation of all financial statements and the coordination and oversight
      of audits, regulatory inquiries, certifications and sub-certifications.

   

  (b)          Allocation
        of Costs and Expenses. The Company will bear all costs and expenses that are incurred in its operation and transactions and
      not specifically assumed by the Company’s investment adviser (the “Adviser”), pursuant to that certain
      Investment Advisory Agreement, dated as of May 13, 2021, by and between the Company and the Adviser (the “Advisory Agreement”).

   

  

  
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  5.             Limitation
        on Indemnification.

   

  The
      Administrator, its affiliates and their respective directors, officers, managers, partners, agents, employees, controlling persons,
      members, and any other person or entity affiliated with any of them shall not be liable to the Company for any action taken or
      omitted to be taken by the Administrator in connection with the performance of any of its duties or obligations under this Agreement
      or otherwise as administrator for the Company, and the Company shall indemnify, defend and protect the Administrator (and its
      officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with
      the Administrator) (collectively, the “Indemnified Parties”), and hold them harmless from and against all damages,
      liabilities, costs, demands, charges, claims and expenses (including reasonable attorneys’ fees and amounts reasonably paid
      in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation
      or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of any
      actions or omissions or otherwise based upon the performance of any of the Administrator’s duties or obligations under this
      Agreement or otherwise as administrator for the Company. Notwithstanding the preceding sentence of this Section 5 to the contrary,
      nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle
      the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified
      Parties would otherwise be subject by reason of fraud, willful misfeasance, bad faith or gross negligence in the performance of
      the Administrator’s duties or by reason of the reckless disregard of the Administrator’s duties and obligations under
      this Agreement (to the extent applicable, as the same shall be determined in accordance with the 1940 Act and any interpretations
      or guidance by the SEC or its staff thereunder).

   

  6.            Activities
        of the Administrator.

   

  The
      services of the Administrator to the Company are not to be deemed to be exclusive, and the Administrator and each other person
      providing services as arranged by the Administrator is free to render services to others. It is understood that directors, officers,
      employees and stockholders of the Company are or may become interested in the Administrator and its affiliates, as directors,
      officers, members, managers, employees, partners, stockholders or otherwise, and that the Administrator and directors, officers,
      members, managers, employees, partners and stockholders of the Administrator and its affiliates are or may become similarly interested
      in the Company as officers, directors, stockholders or otherwise.

   

  7.             Duration
        and Termination of this Agreement.

   

  (i)       This
      Agreement shall continue in effect for two years from the date hereof and thereafter continue automatically for successive annual
      periods, but only so long as such continuance is specifically approved at least annually by (i) the Board of Directors of the
      Company and (ii) a majority of the Non-Interested Directors.

   

  

  
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  (ii)       This
      Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board of Directors, or by the Administrator,
      upon 90 days’ written notice to the other party.

   

  (iii)       This
      Agreement may not be assigned by a party without the consent of the other party. The provisions of Section 5 of this Agreement
      shall remain in full force and effect, and the Administrator shall remain entitled to the benefits thereof, notwithstanding any
      termination of this Agreement.

   

  8.             Amendments
        of this Agreement.

   

  This
      Agreement may be amended pursuant to a written instrument by mutual consent of the parties hereto.

   

  9.             Entire
        Agreement; Governing Law.

   

  This
      Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with
      respect to the subject matter hereof. This Agreement shall be construed in accordance with the laws of the State of New York and
      the applicable provisions of the 1940 Act, if any. In such case, to the extent the applicable laws of the State of New York, or
      any of the provisions herein, conflict with the provisions of the 1940 Act, the latter shall control.

   

  10.           Notices.

   

  All
      notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall
      be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service (with signature required),
      by facsimile, or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at their
      respective principal executive office addresses.

   

  11.           Miscellaneous.

   

  The
      captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions
      hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a
      court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall
      be binding on, and shall inure to the benefit of the parties hereto and their respective successors.

   

  12.           Counterparts.

   

  This
      Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all
      of which, together, shall constitute one Agreement.

   

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  IN
      WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

    

  	 	BARINGS PRIVATE CREDIT CORPORATION, a Maryland Corporation
	 	 	 
	 	By:	/s/ Jonathan Landsberg
	 	Name:	Jonathan Landsberg
	 	Title:	Chief Financial Officer
	 	 	 
	 	BARINGS LLC, a Delaware limited liability company
	 	 	 
	 	By:	/s/ Jon Bock
	 	Name:	Jon Bock
	 	Title:	Managing Director


  

   

  [Signature Page to
      Administration Agreement]