Exhibit
        10.1 

  

   

  INVESTMENT
        ADVISORY AGREEMENT

      BETWEEN

      BARINGS PRIVATE CREDIT CORPORATION

      AND

      BARINGS LLC

   

  This
      INVESTMENT ADVISORY AGREEMENT (this “Agreement”), dated as of May 13, 2021 (the “Initial Effective
        Date”), is between Barings Private Credit Corporation, a Maryland corporation (the “Company”), and
      Barings LLC, a Delaware limited liability company (the “Adviser”).

   

  WHEREAS,
      the Company is a non-diversified, closed-end investment company that has elected 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”);

   

  WHEREAS,
      the Company desires to retain the Adviser to provide investment advisory services to the Company in the manner and on the terms
      and conditions hereinafter set forth; and

   

  WHEREAS,
      the Adviser is willing to provide investment advisory services to the Company in the manner and on the terms and conditions hereinafter
      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 are hereby acknowledged, the Company and the Adviser hereby agree as follows:

   

  		1.	In
              General.


   

  The
      Adviser agrees, all as more fully set forth herein, to act as investment adviser to the Company with respect to the investment
      of the Company’s assets and to supervise and arrange for the day-to-day operations of the Company and the purchase of assets
      for and the sale of assets held in the investment portfolio of the Company.

   

  		2.	Duties
              and Obligations of the Adviser with Respect to Investment of Assets of the Company.


   

  (a)              Subject to the succeeding provisions of this paragraph
      and subject to the direction and control of the Company’s board of
      directors (the “Board of Directors”), the Adviser shall act as the investment adviser to the Company and shall
      manage the investment and reinvestment of the assets of the Company. Without limiting the generality of the foregoing, the Adviser
      shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the
      Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and
      negotiate the structure of the investments made by the Company; (iii) execute, close, service and monitor the investments that
      the Company makes; (iv) determine the securities and other assets that the Company will purchase, retain or sell; (v) perform
      due diligence on prospective portfolio companies; and (vi) provide the Company with such other investment advisory, research and
      related services as the Company may, from time to time, reasonably require for the investment of its funds. Nothing contained
      herein shall be construed to restrict the Company’s right to hire its own employees or to contract for administrative services
      to be performed by third parties, including but not limited to, the calculation of the net asset value of the Company’s
      shares.

   

  
     

    
      

    

  

  
   

  (b)              In the performance of its duties under this Agreement,
      the Adviser shall at all times use all reasonable efforts to conform to,
      and act in accordance with, any requirements imposed by (i) the provisions of the 1940 Act, and of any rules or regulations in
      force thereunder, subject to the terms of any exemptive order applicable to the Company; (ii) any other applicable provision of
      law; (iii) the provisions of the Articles of Incorporation and the Bylaws of the Company, as such documents may be amended from
      time to time; (iv) the investment objectives, policies and restrictions applicable to the Company as set forth in the reports
      and/or registration statements that the Company files with the Securities and Exchange Commission (the “SEC”),
      as they may be amended from time to time by the Board of Directors of the Company; and (v) any policies and determinations of
      the Board of Directors of the Company and provided in writing to the Adviser.

   

  (c)              The Adviser will provide significant managerial
      assistance to those portfolio companies of the Company that the Company agrees
      to provide such services to as required by the 1940 Act.

   

  (d)              The Adviser may engage one or more investment advisers
      (each, a “Sub-Adviser”) which are registered under the
      Advisers Act to act as sub-advisers to provide the Company certain services set forth in Section 2(a) of this Agreement, all as
      shall be set forth in a written contract (each, a “Sub-Advisory Agreement”) to which the Company and the Adviser
      shall be parties, which Sub-Advisory Agreement shall be subject to approval by the vote of a majority of the members of the Board
      of Directors who are not “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 Act) of the
      Adviser, any sub-adviser, or of the Company (each, a “Non-Interested Director”), cast in person at a meeting
      called for the purpose of voting on such approval and, to the extent required by the 1940 Act, by the vote of a majority of the
      outstanding voting securities of the Company and otherwise consistent with the terms of the 1940 Act. The Adviser and not the
      Company shall be responsible for any compensation payable to any Sub-Adviser; provided, however, that the Adviser shall have the
      right to direct the Company to pay directly to any Sub-Adviser the amounts due and payable to such Sub-Adviser from the fees and
      expenses payable to the Adviser under this Agreement.

   

  (e)              The Adviser will maintain all books and records with
      respect to the Company’s securities transactions required by sub-paragraphs
      (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act (other than those records being maintained by the
      administrator to the Company (the “Administrator”) under the administration agreement to be entered into by
      and between the Company and the Administrator concurrent herewith (the “Administration Agreement”), or by the
      Company’s custodian or transfer agent) and preserve such records for the periods prescribed therefor by Rule 31a-2 of the
      1940 Act. The Adviser shall have the right to retain copies, or originals where required by Rule 204-2 promulgated under the Advisers
      Act, of such records to the extent required by applicable law, subject to observance of its confidentiality obligations under
      this Agreement.

   

  (f)               All investment professionals of the Adviser and its
      staff, when and to the extent engaged in providing investment advisory and
      management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services,
      shall be provided and paid for by the Adviser and not by the Company. The Company shall bear all other costs and expenses of its
      operations and transactions, including, without limitation, those relating to:

   

   (i)            organizational
      and offering expenses;

   

  (ii)           fees
    and expenses incurred in valuing the Company’s assets and computing its net asset value (including the cost and expenses
    of any independent valuation firm);

   

  (iii)          the fees and expenses incurred by the Company or payable to
      third parties, including lawyers, accountants, auditors, agents, consultants
      or other advisors, in connection with the Company’s financial, accounting and legal affairs and in monitoring the Company’s
      investments and performing due diligence on the Company’s prospective portfolio companies or otherwise related to, or associated
      with, evaluating and making investments, including expenses related to unsuccessful portfolio acquisition efforts;

   

  
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  (iv)      
         all fees, costs and expenses of money borrowed by the Company, including principal, interest and the costs
      associated with the establishment and maintenance of any credit facilities, other financing arrangements, or other
      indebtedness of the Company, if any (including commitment fees, accounting and legal fees, closing and other
      costs);

   

  (v)      
          offerings of the Company’s common stock and other securities;

   

  (vi)          investment advisory and management fees payable under
      Section 6 of this Agreement;

   

  (vii)     
         administration fees;

   

  (viii)        transfer agent and custody fees and expenses;

   

  (ix)           federal and state registration fees;

   

  (x)         
        all costs of registration and listing the Company’s securities on any securities exchange;

   

  (xi)           federal, state and local taxes;

   

  (xii)          Non-Interested Directors’ compensation, fees and expenses;

   

  (xiii)         costs of preparing and filing reports or other documents
      required by the SEC or other regulators;

   

  (xiv)         costs of any reports, proxy statements or other notices to
      stockholders, including printing costs;

   

  (xv)          costs of holding stockholder meetings;

   

  (xvi)         the Company’s allocable portion of the fidelity bond,
      directors and officers/errors and omissions liability insurance, and
      any other insurance premiums, including independent director liability policies;

   

  (xvii)        direct costs and expenses of administration and operation,
      including printing, mailing, long distance telephone, copying, secretarial
      and other staff, independent auditors and outside legal costs;

   

  (xviii)     
       all third-party legal, expert and other fees, costs and expenses relating to any actions, proceedings, lawsuits,
      demands, causes of action and claims, whether actual or threatened, made by or against the Company, or which the Company is
      authorized or obligated to pay under applicable law or its governing agreements or by the Board of Directors;

   

  (xix)       
        subject to Section 7 below, any judgment or settlement of pending or threatened proceedings (whether civil,
      criminal or otherwise) against the Company, or against any trustee, director, partner, member or officer of the Company in
      his capacity as such for which the Company is required to indemnify such trustee, director, partner, member or officer by any
      court or governmental agency, or settlement of pending or threatened proceedings;

   

  (xx)        
        all travel and related expenses of directors, officers, managers, agents and employees of the Company and the
      Adviser, incurred in connection with attending meetings of the Board of Directors or holders of securities of the Company or
      performing other business activities that relate to the Company, including travel and related expenses incurred in connection
      with the purchase, consideration for purchase, financing, refinancing, sale or other disposition of any investment or
      potential investment of the Company; provided, however, that the Company shall only be responsible for (A) a proportionate
      share of such expenses, as determined by the Adviser in good faith, where such expenses were not incurred solely for the
      benefit of the Company, and (B) expenses incurred in accordance with the Company’s travel expense reimbursement
      policies;

   

  
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  (xxi)         all expenses relating to payments of dividends or interest
      or distributions in cash or any other form made or caused to be made
      by the Board of Directors to or on account of holders of the securities of the Company, including in connection with any dividend
      reinvestment plan or direct stock purchase plan;

   

  (xxii)        all fees, costs and expenses related to (A) the design and
      maintenance of the Company’s web site or sites and (B) the Company’s
      allocable share of costs associated with technology-related expenses, including any computer software or hardware, electronic
      equipment or purchased information technology services from third-party vendors or affiliates of the Adviser that is used for
      the Company, technology service providers and related software/hardware utilized in connection with the Company’s investment
      and operational activities;

   

  (xxiii)       all fees, costs and expenses incurred with respect to market
      information systems and publications, research publications and materials,
      and settlement, clearing and custodial fees and expenses; provided, however, that the Company shall only be responsible for a
      proportionate share of such expenses, as determined by the Adviser in good faith, where such expenses were not incurred solely
      for the benefit of the Company; and

   

  (xxiv)       all other non-investment advisory expenses incurred by the
      Company or the Administrator in connection with administering the Company’s
      business (including payments under the Administration Agreement based upon the Company’s allocable portion of the Administrator’s
      overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost
      of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs).

   

  (g)             
      The Adviser shall give the Company the benefit of its professional judgment and effort in rendering services hereunder, but neither
      the Adviser nor any of its officers, directors, employees, agents or controlling persons shall be liable for any act or omission
      or for any loss sustained by the Company in connection with the matters to which this Agreement relates, provided,
      that the foregoing exculpation shall not apply to a loss resulting from fraud, willful misfeasance, bad faith or gross negligence
      in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement; provided
        further, however, that the foregoing shall not constitute a waiver of any rights which the Company may have which
      may not be waived under applicable law.

   

  (h)             
      The Adviser is hereby authorized, on behalf of the Company and at the direction of the Board of Directors pursuant to delegated
      authority, to possess, transfer, mortgage, pledge or otherwise deal in, and exercise all rights, powers, privileges and other
      incidents of ownership or possession with respect to, the Company’s investments and other property and funds held or owned
      by the Company, including voting and providing consents and waivers with respect to the Company’s investments and exercising
      and enforcing rights with respect to any claims relating to the Company’s investments and other property and funds, including
      with respect to litigation, bankruptcy or other reorganization.

   

  (i)              
      The Adviser will place orders either directly with the issuer or with any broker or dealer in connection with making investments
      on the Company’s behalf hereunder. Subject to the other provisions of this paragraph, in placing orders with brokers and
      dealers, the Adviser will attempt to obtain the best price and the most favorable execution of its orders. In placing orders,
      the Adviser will consider the experience and skill of the firm’s securities traders as well as the firm’s financial
      responsibility and administrative efficiency. Consistent with this obligation, the Adviser may select brokers on the basis of
      the research, statistical and pricing services they provide to the Company and other clients of the Adviser. Information and research
      received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Adviser hereunder.
      A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the
      same transaction, provided that the Adviser determines in good faith that such commission is reasonable in terms either of the
      transaction or the overall responsibility of the Adviser to the Company and its other clients and that the total commissions paid
      by the Company will be reasonable in relation to the benefits to the Company over the long term, subject to review by the Board
      of Directors of the Company from time to time with respect to the extent and continuation of such practice to determine whether
      the Company benefits, directly or indirectly, from such practice.

   

  
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  (j)              
      The Adviser will provide to the Board of Directors such periodic and special reports as it may reasonably request.

   

  		3.	Services
              Not Exclusive.


   

  Nothing
      in this Agreement shall prevent the Adviser or any officer, employee or other affiliate thereof from acting as investment adviser
      for any other person, firm or corporation, whether or not the investment objectives or policies of any such other person, firm,
      or corporation are similar to those of the Company, or from engaging in any other lawful activity, and shall not in any way limit
      or restrict the Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or
      their own accounts or for the accounts of others for whom it or they may be acting; provided, however,
      that the Adviser will not undertake, and will cause its employees not to undertake, activities which, in its reasonable judgment,
      will adversely affect the performance of the Adviser’s obligations under this Agreement.

   

  		4.	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 Adviser 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, 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.

   

  		5.	Expenses.


   

  During
      the term of this Agreement, the Adviser will bear all compensation expense (including health insurance, pension benefits, payroll
      taxes and other compensation related matters) of its employees and shall bear the costs of any salaries of any officers or directors
      of the Company who are affiliated persons (as defined in the 1940 Act) of the Adviser.

   

  
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  		6.	Compensation
              of the Adviser.


   

  The
      Adviser, for its services to the Company, will be entitled to receive a management fee (the “Base Management Fee”)
      and an incentive fee (“Incentive Fee”) from the Company. The fees that are payable under this Agreement for
      any partial period will be appropriately prorated. The Adviser may elect to defer or waive all or a portion of the fees that would
      otherwise be paid to it in its sole discretion. Any portion of a fee not taken as to any period shall be deferred without interest
      and may be taken in any such other period prior to the occurrence of a liquidity event with respect to the Company as the Adviser
      may determine in its sole discretion.

   

  (a)              
      The Base Management Fee shall be calculated at an annual rate of 0.75% of the Company’s average gross assets, including
      assets purchased with borrowed funds or other forms of leverage but excluding (i) cash and cash equivalents (as defined below)
      and (ii) net unsettled purchases and sales of investments. For services rendered under this Agreement, the Base Management Fee
      shall be payable quarterly in arrears on a calendar quarter basis. The Base Management Fee shall be calculated based on the average
      value of the Company’s gross assets (excluding (i) cash and cash equivalents and (ii) net unsettled purchases and sales
      of investments) at the end of the two most recently completed calendar quarters prior to
        the quarter for which such fees are being calculated; provided, that upon the end of the first calendar quarter
      following the Company’s initial closing of its private offering of common stock, which, for purposes of this Agreement,
      occurred on May 10, 2021 (the “Initial Closing”), the Base Management Fee shall be calculated based on the
      value of the Company’s gross assets (excluding (i) cash and cash equivalents and (ii) net unsettled purchases and sales
      of investments) as of such calendar quarter-end; provided further, that upon the end of the second calendar quarter following
      the Initial Closing, the Base Management Fee shall be calculated based on the average value of the Company’s gross assets
      (excluding (i) cash and cash equivalents and (ii) net unsettled purchases and sales of investments) at the end of each of the
      first two calendar quarters following the Initial Closing (including the quarter for which such fees are being calculated).

   

  The
      Base Management Fee for any partial quarter shall be appropriately pro-rated. All or any part of the Base Management Fee not taken
      as to any quarter shall be deferred without interest and may be taken in any quarter prior to the occurrence of a liquidity event
      with respect to the Company. For purposes of this Agreement, “cash equivalents” means U.S. government securities,
      money market fund investments, commercial paper instruments and other similar cash equivalent investments maturing within one
      year of purchase.

   

  (b)             
      The Incentive Fee is based on the Company’s pre-incentive fee net investment
      income, as follows:

   

  (i)            No portion of the Incentive
        Fee shall be payable until the completion of the first
      full calendar quarter following the one-year anniversary of the Initial Effective Date. Upon the completion of the first full
      calendar quarter following the one-year anniversary of the Initial Effective Date and thereafter, the Incentive
        Fee shall be determined and paid quarterly in arrears based on the amount by which (x) the aggregate “Pre-Incentive Fee
        Net Investment Income” (as defined below) in respect of the then-current calendar quarter and the three preceding calendar
        quarters (the “Trailing Twelve Months”), exceeds (y) the Hurdle Amount (as defined below) in respect of the
        Trailing Twelve Months. The Hurdle Amount shall be determined on a quarterly basis, and will be calculated by multiplying 8.0%
        by the average of the Company’s net asset value at the beginning of each applicable calendar quarter comprising the relevant
        Trailing Twelve Months. For purposes of this Agreement, “Pre-Incentive Fee Net Investment Income” means interest
        income, dividend income and any other income (including, without limitation, any accrued income that the Company has not yet received
        in cash and any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the
        Company receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses accrued
        during the calendar quarter (including, without limitation, the Base Management Fee, administration expenses and any interest
        expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). For the avoidance
        of doubt, Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized
        capital appreciation or depreciation.

   

  
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  (ii)           The calculation of
        the Incentive Fee for each quarter shall be as follows:

   

  (A)             
      No Incentive Fee shall be payable to the Adviser in any calendar quarter in which the Company’s
        aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Months does not exceed the Hurdle Amount;

   

  (B)             
      100% of the Company’s aggregate Pre-Incentive Fee Net Investment Income for the Trailing
        Twelve Months, if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”)
        determined on a quarterly basis by multiplying 8.889% by the average of the Company’s net asset value at the beginning of
        each applicable calendar quarter comprising the relevant Trailing Twelve Months. The Catch-Up Amount is intended to provide the
        Adviser with an incentive fee of 10% on all of the Company’s Pre-Incentive Fee Net Investment Income when the Company’s
        Pre-Incentive Fee Net Investment Income reaches the Catch-Up Amount for the Trailing Twelve Months; and

   

  (C)             
      For any quarter in which the Company’s aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Months
      exceeds the Catch-Up Amount, the incentive fee shall equal 10% of the amount of the Company’s Pre-Incentive Fee Net Investment
      Income for such Trailing Twelve Months, as the Hurdle Amount and Catch-Up Amount will have been achieved.

   

  The
      amount of the Incentive Fee that shall be paid to the Adviser for a particular quarter shall equal the aggregate Incentive Fee
      calculated as set forth above in Section 6(b)(i) and Section 6(b)(ii), less the aggregate Incentive Fees that were paid to the
      Adviser in the preceding three calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Months; provided
        that, if, in any quarter, (x) the Incentive Fee Cap (as defined below) is zero or a negative value, the Company shall pay
      no Incentive Fee to the Adviser in that quarter, (y) the Incentive Fee Cap is a positive value but is less than the Incentive
      Fee calculated as set forth above, the Company shall pay the Adviser the Incentive Fee Cap for such quarter, and (z) the Incentive
      Fee Cap is equal to or greater than the Incentive Fee calculated as set forth above, the Company shall pay the Adviser the Incentive
      Fee as calculated above for such quarter without regard to the Incentive Fee Cap.

   

  The
      “Incentive Fee Cap” in any quarter is an amount equal to 0.50% of the average
        value of the Company’s gross assets (excluding (i) cash and cash equivalents and (ii) net unsettled purchases and
      sales of investments) at the end of the each quarter during the Trailing Twelve Months and
      appropriately adjusted for any share issuances or repurchases during the period (the “Average TTM Gross Assets”);
      provided, however, that in the event that the Company’s Cumulative Pre-Incentive Fee Net Return during the
      relevant Trailing Twelve Months is less than 9.0%, then the Incentive Fee Cap will equal 0.20% of the Average TTM Gross Assets.

   

  For
      purposes of Section 6(b):

   

  “Cumulative
        Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Months means (1) (a) the aggregate Pre-Incentive Fee
      Net Investment Income in respect of the Trailing Twelve Months less (b) any Net Capital Loss (if positive), in respect of the
      Trailing Twelve Months, divided by (2) the average of the Company’s net asset values measured at the beginning of each quarter
      in the Trailing Twelve Months.

   

  
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  “Net
        Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses
      on the Company’s assets, whether realized or unrealized, in such period and (ii) aggregate capital gains or other gains
      on the Company’s assets, whether realized or unrealized, in such period.

   

  		7.	Indemnification.


   

  The
      Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith and
      shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations
      of the Adviser. The Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other
      person or entity affiliated with the Adviser) shall not be liable to the Company for any action taken or omitted to be taken by
      the Adviser in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment
      adviser of the Company (except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach
      of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for
      services), and the Company shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees,
      controlling persons, members and any other person or entity affiliated with the Adviser) (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 Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of
      the Company. Notwithstanding the preceding sentence of this Section 7 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 Adviser’s duties or by
      reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same shall be determined
      in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).

   

  		8.	Duration
              and Termination.


   

  (a)               
      This Agreement shall become effective as of the Initial Effective Date. This Agreement may be terminated at any time, without
      the payment of any penalty, upon 60 days’ written notice, (i) by the vote of a majority of the outstanding voting securities
      of the Company, or (ii) by the vote of the Company’s Board of Directors, or (iii) by the Adviser upon 90 days’ written
      notice. The provisions of Section 7 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled
      to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration
      of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 6 through the date of termination
      or expiration.

   

  (b)               
      This Agreement shall continue in effect for two years from the Initial Effective Date and thereafter shall continue automatically
      for successive annual periods, provided that such continuance is specifically approved at least annually by (i) the vote of the
      Board of Directors, or by the vote of a majority of the outstanding voting securities of the Company and (ii) the vote of a majority
      of the Non-Interested Directors in accordance with the requirements of the 1940 Act.

   

  
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  (c)               
      This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes
      of Section 15(a)(4) of the 1940 Act).

   

  		9.	Commodity
              Futures Trading Commission.


   

  In
      respect of the Company, the Adviser will rely on an exemption from registration as a commodity trading advisory (“CTA”)
      under Commodity Futures Trading Commission Rule 4.14(a)(8) and will provide commodity interest trading advice to the Company as
      if it were exempt from registration as a CTA.

   

  		10.	Notices.


   

  Any
      notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time
      to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the
      fourth day after the postmark if such notice is mailed first class postage prepaid.

   

  		11.	Amendment
              of this Agreement.


   

  This
      Agreement may be amended by mutual consent, but the consent of the Company must be obtained in conformity with the requirements
      of the 1940 Act.

   

  		12.	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
      in accordance with the applicable provisions of the 1940 Act. 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.

   

  		13.	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.

   

  		14.	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.

   

  [Remainder
        of Page Intentionally Left Blank]

   

  
    9 

    
      

    

  

   

  IN
      WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all
      as of the Initial Effective Date.

   

  	 	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 Investment Advisory Agreement]