OFI CARLYLE PRIVATE CREDIT FUND INVESTMENT ADVISORY AGREEMENT

OFI CARLYLE PRIVATE CREDIT FUND

INVESTMENT ADVISORY AGREEMENT

AGREEMENT made as of the 24^th day of May, 2018, by and between OFI CARLYLE
PRIVATE CREDIT FUND (the “Fund”), and OC PRIVATE CAPITAL, LLC (the
“Adviser”).

WHEREAS, the Fund is a closed-end, management investment company registered as
such with the Securities and Exchange Commission (the “Commission”) pursuant to the
Investment Company Act of 1940, as amended (the “1940 Act”), operating as an interval fund
under the 1940 Act;

WHEREAS, the Adviser is registered as an investment adviser under the Investment
Advisers Act of 1940, as amended (the “Advisers Act”); and

WHEREAS, the Fund desires to retain the Adviser to serve as investment adviser and
the Adviser is willing to do so;

NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, it is agreed by and between the parties, as follows:

1. General Provision.

The Fund hereby employs the Adviser and the Adviser hereby undertakes to act as the
investment adviser of the Fund and to perform for the Fund such other duties and functions as
are hereinafter set forth. The Adviser shall, in all matters, give to the Fund and its Board of
Trustees (the “Board” and each trustee of the Fund, a “Trustee” and collectively, the “Trustees”)
the benefit of its judgment, effort, advice and recommendations and shall, at all times conform
to, and use its best efforts to enable the Fund to conform to: (a) the provisions of the 1940 Act
and any rules or regulations thereunder; (b) any other applicable provisions of state or federal
law; (c) the provisions of the declaration of Trust (“Declaration of Trust”) and by-laws (“By-
Laws”) of the Fund as amended from time to time; (d) policies and determinations of the Board;
(e) the fundamental policies and investment restrictions of the Fund as reflected in its registration
statement under the 1940 Act or as such policies may, from time to time, be amended by the
Fund's shareholders; and (f) the prospectus (“Prospectus”) and statement of additional
information (“Statement of Additional Information”) of the Fund in effect from time to time. The
appropriate officers and employees of the Adviser shall be available upon reasonable notice for
consultation with any of the Trustees and officers of the Fund with respect to any matters dealing
with the business and affairs of the Fund.

2. Investment Management.

(a) The Adviser shall, subject to the oversight of the Board, (i) regularly provide, or
arrange for and oversee the provision of, investment advice and recommendations to the Fund

with respect to its investments, investment policies and the purchase and sale of securities and
other investments; (ii) supervise the investment program of the Fund and the composition of its
portfolio and determine, or oversee the determination of, what securities and other investments
shall be purchased or sold by the Fund; and (iii) arrange, subject to the provisions of paragraph
“7” hereof, for the purchase of securities and other investments for the Fund and the sale of
securities and other investments held in the portfolio of the Fund.

(b) Provided that the Fund shall not be required to pay any compensation other than as
provided by the terms of this Agreement and subject to the provisions of subparagraph “(c)” of
paragraph “7” hereof, the Adviser may obtain investment information, research or assistance
from any other person, firm or corporation to supplement, update or otherwise improve its
investment management services.

(c) To the extent permitted by applicable law, the Adviser may, from time to time with
Board approval, appoint one or more sub-advisers, including without limitation affiliates of the
Adviser, to perform investment advisory services with respect to the Fund (including without
limitation those set forth in subparagraph “(a)” of this paragraph “2”), and may, in its sole
discretion, terminate any or all such sub-advisers at any time to the extent permitted by
applicable law.

(d) The Adviser shall have the authority to (i) enter into, on behalf of the Fund and as its
adviser and/or agent in fact, (A) any agreement, and any supporting documentation, with any
futures commission merchant registered with the U.S. Commodity Futures Trading Commission
to provide execution and clearing services for exchange-traded commodity futures contracts,
options on futures contracts and cleared swaps for the Fund and (B) futures (including security
futures) contracts, forward foreign currency exchange contracts, options on securities (listed and
over-the-counter), options on indices (listed and over the- counter), options on foreign currency
and other foreign currency transactions, swap transactions (cleared or un-cleared) (including,
without limitation, interest rate, credit default, total return, and related types of swap and notional
rate agreements), options on swap transactions, forward rate agreements, TBA transactions and
other transactions involving the forward purchase or sale of securities, repurchase and reverse
repurchase transactions, buy/sell back transactions and other similar types of investment
contracts or transactions, and any agreements, instruments or documentation governing any of
the foregoing (including, without limitation, brokerage agreements, execution agreements, ISDA
master agreements, master securities forward transactions agreements, master repurchase
agreements, master securities lending agreements, security or collateral agreements, control
agreements and any other agreements, instruments or documents similar or incidental to the
foregoing that currently are, or in the future become, customary or necessary with respect to the
documentation of any of the foregoing, and any schedules and annexes to the aforementioned
agreements, instruments and documents, and any releases, consents, waivers, amendments,
elections or confirmations to any of the aforementioned agreements, instruments and documents
(collectively, “Investment Instruments”), (ii) pledge and deliver cash, securities, commodities or
other assets of the Fund as collateral security in connection with any Investment Instrument, and
(iii) otherwise act on behalf of the Fund in connection with the exercise of any rights or the
satisfaction of any obligations and liabilities of the Fund under any Investment Instruments or
other agreement or documentation.

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(e) Provided that nothing herein shall be deemed to protect the Adviser from its willful
misfeasance, lack of good faith or gross negligence in the performance of its duties, or reckless
disregard of its obligations and duties under the Agreement, the Adviser, each of its affiliates and
all respective partners, members, directors, officers, trustees and employees and each person, if
any, who within the meaning of Section 15 of the Securities Act of 1933, as amended, controls,
is controlled by or is under common control with the Adviser (“Control Persons”) shall not be
liable for any error of judgment or mistake of law and shall not be subject to any expenses or
liability to the Fund or any of the Fund’s shareholders, in connection with the matters to which
this Agreement relates.

(f) The Adviser shall indemnify and hold harmless the Fund and each of its directors,
officers, trustees, employees and agents (each, a “Fund Indemnitee”) against any and all losses,
claims, damages, liabilities or litigation (including without limitation reasonable attorneys’ fees
and other expenses), to which such persons may become subject under the 1940 Act, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended (the “1934
Act”), the Advisers Act, the Commodity Exchange Act, as amended, or any other statute, law,
rule or regulation, arising out of the Adviser’s responsibilities as investment manager of the
Fund’s obligations hereunder (i) to the extent of, and as a result of, the willful misconduct, lack
of good faith, or gross negligence, or reckless disregard of its duties hereunder, by the Adviser,
any of the Adviser’s affiliates or Control Persons or any affiliate of or any person acting on
behalf of the Adviser, (ii) as a result of any untrue statement or alleged untrue statement of a
material fact contained in the Fund’s Prospectus, proxy materials, reports, marketing literature,
or any other materials pertaining to the Fund, including without limitation any amendment
thereof or any supplement thereto, or the omission of or alleged omission to state a material fact
in such materials necessary to make the statements therein not misleading, (iii) to the extent of,
and as a result of, a material breach of any representation or warranty by Adviser of this
Agreement or (iv) to the extent of, and as a result of, refusal or failure by the Adviser, any of the
Adviser’s affiliates or Control Persons or any affiliate of or any person acting on behalf of the
Adviser; provided, however, that in no case shall the Adviser’s indemnity hereunder be deemed
to protect a person against any liability to which any such person would otherwise be subject by
reason of willful misconduct, lack of good 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.
The parties agree that each Fund Indemnitee shall be a third party beneficiary of the terms of this
subparagraph “(f)”.

(g) Nothing in this Agreement shall prevent the Adviser or any officer thereof from
acting as investment adviser for any other person, firm or corporation and shall not in any way
limit or restrict the Adviser or any of its directors, officers or employees from buying, selling or
trading any securities or other instruments for its own account or for the account of others for
whom it or they may be acting, provided that such activities will not adversely affect or
otherwise impair the performance by the Adviser of its duties and obligations under this
Agreement and under the Advisers Act.

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3. Other Duties of the Adviser.

(a) The Adviser shall, at its own expense, maintain such staff and employ or retain such
personnel and consult with such other persons as it shall from time to time determine to be
necessary or useful to the performance of its obligations under this Agreement. Without limiting
the generality of the foregoing, the staff and personnel of the Adviser shall be deemed to include
persons employed or otherwise retained by the Adviser to furnish statistical and other factual
data, advice regarding economic factors and trends, information with respect to technical and
scientific developments, and such other information, advice and assistance as the Adviser may
desire.

(b) The Adviser shall also furnish such reports, evaluations, information or analyses to
the Fund as the Board may request from time to time or as the Adviser may deem to be desirable.
The Adviser shall make recommendations to the Board with respect to Fund policies, and shall
carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by
the Board, furnish such other services as the Adviser shall from time to time determine to be
necessary or useful to perform its obligations under this Agreement.

(c) The Fund will, from time to time, furnish or otherwise make available to the Adviser
such financial reports, proxy statements and other information relating to the business and affairs
of the Fund as the Adviser may reasonably require in order to discharge its duties and obligations
hereunder. The Adviser shall, as agent, for the Fund, maintain the Fund’s records required in
connection with the performance of its obligations under this Agreement and required to be
maintained under the Investment Company Act. All such records so maintained shall be the
property of the Fund and, upon request therefore, the Adviser shall surrender to the Fund such of
the records so requested; provided that the Adviser may, at its own expense, make and retain
copies of any such records.

(d) The Adviser shall bear the cost of rendering the investment advisory and supervisory
services to be performed by it under this Agreement, and shall, at its own expense, pay the
compensation of the officers and employees, if any, of the Fund who are also directors, officers
or employees of the Adviser.

4. Fund Expenses.

Except as otherwise provided in this Agreement or by law, the Adviser shall not be
responsible for the Fund’s expenses and the Fund assumes and shall pay or cause to be paid all of
its expenses, including without limitation: organizational and offering expenses (including
without limitation out-of-pocket expenses, but not overhead or employee costs of the Adviser);
expenses for legal, accounting and auditing services (including expenses of legal counsel to the
Trustees who are not interested persons (as defined in the 0000 Xxx) of the Fund or the Adviser);
taxes (including without limitation securities and commodities issuance and transfer taxes) and
governmental fees (including without limitation fees payable by the Fund to Federal, State or
other governmental agencies and associated filing costs); dues and expenses incurred in
connection with membership in investment company organizations (including without limitation
membership dues of the Investment Company Institute); costs of printing and distributing

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shareholder reports, proxy materials, prospectuses, stock certificates and distribution of
dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-
administrators, registrars, depositories, transfer agents, dividend disbursing agents and dividend
reinvestment plan agents (including under the custody, administration and other agreements);
costs of valuation service providers retained by the Fund or the Adviser; payment for portfolio
pricing services to a pricing agent, if any; registration and filing fees of the Commission and
various states and other jurisdictions (including filing fees and legal fees and disbursements of
counsel); fees and expenses of registering or qualifying securities of the Fund for sale in the
various states; fees and expenses incident to listing of the Fund’s shares on any exchange;
postage, freight and other charges in connection with the shipment of the Fund’s portfolio
securities; fees and expenses of Trustees who are not interested persons (as defined in the 0000
Xxx) of the Fund or the Adviser and of any other trustees or members of any advisory board or
committee who are not employees of the Adviser or any corporate affiliate of the Adviser;
salaries of shareholder relations personnel; costs of shareholders meetings; insurance (including
without limitation insurance premiums on property or personnel (including without limitation
officers and Trustees) of the Fund which inure to its benefit); interest; brokerage costs (including
without limitation brokers’ commissions or transactions costs chargeable to the Fund in
connection with portfolio securities transactions to which the Fund is a party); the Fund’s
proportionate share of expenses related to co-investments; all expenses incident to the payment
of any dividend, distribution (including any dividend or distribution program), withdrawal or
redemption, whether in shares or in cash; the costs associated with the Fund’s share repurchase
program; the cost of making investments (including third-party fees and expenses with respect to
or associated with negotiating any such investments) purchased or sold for the Fund; litigation
and other extraordinary or non-recurring expenses (including without limitation legal claims and
liabilities and litigation costs and any indemnification related thereto) (subject, however, to
paragraph “2” hereof); the cost of any valuation service provider engaged on the Fund’s behalf
or with respect to the Fund’s assets (including engagement of such valuation service provider by
the Adviser or its affiliates) and all other charges and costs of the Fund’s operations.

The Fund shall reimburse the Adviser or its affiliates for any expenses of the Fund as
may be reasonably incurred as specifically provided for in this Agreement (including, for the
avoidance of doubt, any of the above expenses incurred by the Adviser or its affiliates on the
Fund’s behalf) or as specifically agreed to by the Board. The Adviser shall keep and supply to
the Fund reasonable records of all such expenses.

5. Compensation of the Adviser.

The Fund agrees to pay the Adviser and the Adviser agrees to accept as full
compensation for the performance of all functions and duties on its part to be performed pursuant
to the provisions hereof, a fee as set forth on Exhibit A. If this Agreement expires or is
terminated, the Adviser shall be entitled to receive all amounts (including any accrued by
unreimbursed expenses) payable to it and not yet paid pursuant to this Section.

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6. Use of Names.

(a) The Fund agrees and consents that: (i) the name “OFI” is proprietary to OFI Global
Institutional, Inc. (or one or more of its affiliates), a member of the Adviser; (ii) it will only use
the name “OFI” as a component of its name and for no other purpose; (iii) it will not purport to
grant to any third party the right to use the name for any other purpose; (iv) OFI Global
Institutional, Inc., or one or more of its affiliates may use or grant to others the right to use the
name “OFI” as all or a portion of a corporate or business name or for any commercial purpose,
including without limitation a grant of such right to any other investment company or other
pooled vehicle; (v) upon termination of this Agreement, the Fund shall promptly take whatever
action may be necessary to change its name and discontinue any further use of the name “OFI”
in the name of the Fund or otherwise.

(b) The Fund agrees and consents that: (i) the name “Carlyle” is proprietary to Carlyle
Investment Management L.L.C. (or one or more of its affiliates), a member of the Adviser; (ii) it
will only use the name “Carlyle” as a component of its name and for no other purpose; (iii) it
will not purport to grant to any third party the right to use the name for any other purpose; (iv)
Carlyle Investment Management L.L.C., or one or more of its affiliates may use or grant to
others the right to use the name “Carlyle” as all or a portion of a corporate or business name or
for any commercial purpose, including without limitation a grant of such right to any other
investment company or other pooled vehicle; upon termination of this Agreement, the Fund shall
promptly take whatever action may be necessary to change its name and discontinue any further
use of the name “Carlyle” in the name of the Fund or otherwise.

7. Portfolio Transactions and Brokerage.

(a) The Adviser is authorized, subject to the supervision and oversight of the Board, to
establish and maintain accounts on behalf of the Fund with, and place orders for the purchase
and sale of the Fund’s portfolio securities or other investments with or through, such persons,
brokers or dealers, futures commission merchants or other counterparties (“brokers”) as the
Adviser may elect and negotiate commissions to be paid on such transactions; provided,
however, that a broker affiliated with the Adviser shall be used only in transactions permissible
under applicable laws, rules and regulations, including without limitation the 1940 Act and the
Advisers Act and the rules and regulations promulgated thereunder, as well as permitted by the
Policies adopted by the Fund. The Adviser, upon reasonable request of the Board, shall promptly
provide the Board with copies of all agreements regarding brokerage arrangements related to the
Fund.

(b) The Adviser shall enter into transactions and place orders for the purchase and sale of
portfolio investments for the Fund’s account with brokers, dealers and/or other counterparties
selected by the Adviser. In the selection of such brokers, dealers and/or other counterparties and
the entering into of such transactions and placing of such orders, the Adviser shall seek to obtain
for the Fund the most favorable price and execution available, except to the extent it may be
permitted to pay higher brokerage commissions for brokerage and research services, as provided
below. In using its reasonable efforts to obtain for the Fund the most favorable price and
execution available, the Adviser, bearing in mind the best interests of the Fund at all times, shall

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consider all factors it deems relevant, including without limitation price, the size of the
transaction, the breadth and nature of the market for the security, the difficulty of the execution,
the amount of the commission, if any, the timing of the transaction, market prices and trends, the
reputation, experience and financial stability of the broker, dealer or counterparty involved and
the quality of service rendered by the broker or dealer in other transactions. Subject to such
policies as the Board may determine, or as may be mutually agreed to by the Adviser and the
Board, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty
created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a
broker or dealer that provides brokerage and research services (within the meaning of Section
28(e) of the 1934 Act, and any Commission guidance issued thereunder) to the Adviser an
amount of commission for effecting an investment transaction in the Fund that is in excess of the
amount of commission or spread that another broker or dealer would have charged for effecting
that transaction if, but only if, the Adviser determines in good faith that such commission or
spread was reasonable in relation to the value of the brokerage and research services provided by
such broker or dealer viewed in terms of either that particular transaction or the overall
responsibility of the Adviser with respect to the accounts for which it exercises investment
discretion (as such term is defined in Section 3(a)(35) of the 1934 Act). It is recognized that the
services provided by such brokers and dealers may be useful to the Adviser in connection with
the Adviser’s services to other clients. The Adviser is responsible for obtaining a completed
Form W-9 from any broker it selects to place orders for the Fund, and responsible for providing
such to the Fund.

(c) On an ongoing basis, but not less often than annually, the Adviser shall provide a
written report summarizing the considerations used for selecting brokers, dealers and other
counterparties in the Adviser’s purchases and sales of portfolio investments and analysis
regarding “best execution,” taking into account the Adviser’s best execution policy (provided
that the Adviser shall not be required to weigh any particular factor on an equal basis), as well as
any “soft dollar” or similar arrangements that the Adviser maintains with brokers or dealers that
execute transactions for the Fund, and of all research and other services provided to the Adviser
by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result,
in whole or in part, of the direction of transactions for the Fund by the Adviser to the broker or
dealer.

(d) On occasions when the Adviser deems the purchase or sale of a security to be in the
best interests of the Fund as well as other clients of the Adviser, the Adviser, to the extent
permitted by applicable laws and regulations (including without limitation any applicable
exemptive orders or Commission guidance) and subject to the trade allocation procedures
approved by the Board, may, but shall be under no obligation to, aggregate the securities to be
sold or purchased in order to obtain the most favorable price or lower brokerage commissions or
spreads and efficient execution. In such event, allocation of securities so sold or purchased, as
well as the expenses incurred in the transaction, will be made by the Adviser in accordance with
the approved procedures.

(e) The Adviser shall render reports to the Board as requested regarding commissions
generated as a result of trades executed by the Adviser for the Fund, as well as information

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regarding third-party services, if any, received by the Adviser as a result of trading activity
relating to the Fund with brokers and dealers.

8. Duration.

This Agreement will take effect on the date first set forth above. Unless earlier terminated
pursuant to paragraph “9” hereof, this Agreement shall remain in effect until two years from the
date of execution hereof, and thereafter will continue in effect from year to year, so long as such
continuance shall be approved at least annually by the Board, including without limitation the
vote of the majority of the Trustees who are not parties to this Agreement or “interested persons”
(as defined in the 0000 Xxx) of any such party, cast in person at a meeting called for the purpose
of voting on such approval, or by the holders of a “majority” (as defined in the 0000 Xxx) of the
outstanding voting securities of the Fund and by such a vote of the Board.

9. Termination.

This Agreement may be terminated: (a) by the Adviser at any time without penalty upon
giving the Fund sixty days’ written notice (which notice may be waived by the Fund); (b) by the
Fund at any time without penalty upon sixty days’ written notice to the Adviser (which notice
may be waived by the Adviser); or (c) by the Fund upon delivery of written notice from Fund to
the Adviser in the event of a material breach of any provision of this Agreement by the Adviser,
provided that, to the extent such material breach is capable of being cured, the Fund shall have
first provided the Adviser written notice of the material breach and the Adviser shall have failed
to cure such breach to the reasonable satisfaction of the Fund within 10 days after the delivery of
such notice; provided that termination by the Fund under (b) or (c) above shall be directed or
approved by the vote of a majority of all of the Trustees then in office or by the vote of the
holders of a “majority” (as defined in the 0000 Xxx) of the outstanding voting securities of the
Fund.

10. Assignment or Amendment.

This Agreement may not be amended without the affirmative vote of the Board, including
a majority of the Trustees who are not parties to this Agreement or interested persons of any such
party, cast in person at a meeting called for the purposes of voting on such approval and, where
required by the 1940 Act, by a vote or written consent of a “majority” of the outstanding voting
securities of the Fund, and shall automatically and immediately terminate in the event of its
“assignment,” as defined in the 1940 Act.

11. Disclaimer of Shareholder Liability.

The Adviser understands that the obligations of the Fund under this Agreement are not
binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the
Fund’s property. The Adviser represents that it has notice of the provisions of the Declaration of
Trust of the Fund disclaiming shareholder liability for acts or obligations of the Fund.

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12. Definitions.

The terms and provisions of this Agreement shall be interpreted and defined in a manner
consistent with the provisions and definitions of the 1940 Act.

13. Counterparts

This Agreement may be executed in several counterparts, each of which shall be deemed to
be an original, and all such counterparts taken altogether shall constitute one and the same
Agreement. Counterparts may be executed in either original or electronically transmitted form
(e.g., faxes or emailed portable document format (PDF) form), and the parties hereby adopt as
original any signatures received via electronically transmitted form.

14. Governing Law, Jurisdiction, etc.

This Agreement shall be governed by and construed in accordance with substantive laws
of the State of New York without reference to choice of law principles thereof and in accordance
with the 1940 Act. In the case of any conflict, the 1940 Act shall control. The state and federal
courts sitting within the State and County of New York shall be the sole and exclusive forums
for any action or proceeding hereunder and the parties hereto consent to the jurisdiction thereof.
EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY
RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

15. Severability

If any provision of this Agreement shall be held or made invalid by a court decision or
applicable law, the remainder of the Agreement shall not be affected adversely and shall remain
in full force and effect.

16. Entire Agreement

This Agreement contains the entire understanding and agreement of the parties with
respect to the subject matter hereof. Each party shall perform such further actions and execute
such further documents as are necessary to effectuate the purpose of this Agreement.

17. Survival

The provisions of Sections 5, 6, 11, 14 and 17 shall survive termination of this Agreement.

[Remainder of page left intentionally blank.]

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OFI CARLYLE PRIVATE CREDIT FUND

By: /s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: President and Principal Executive Officer

OC PRIVATE CAPITAL, LLC

By: /s/ Xxxxx Xxxxx

Name: Xxxxx Xxxxx

Title: Chief Operating Officer

[Signature Page to Advisory Agreement]

EXHIBIT A TO
ADVISORY AGREEMENT

A management fee calculated and payable monthly in arrears on the month-end value of the
Fund’s net assets at an annual rate of:

1.50% of the Fund’s month-end value of the Fund’s net assets

In addition to the asset based fee above, the Fund shall pay to the Adviser an Incentive Fee
calculated and payable quarterly in arrears based upon the Fund’s “pre-incentive fee net
investment income” for the immediately preceding quarter, and is subject to a hurdle rate,
expressed as a rate of return on the Fund’s net assets, equal to 1.50% per quarter (or an
annualized hurdle rate of 6.00%), subject to a “catch-up” feature. For this purpose, “pre-
incentive fee net investment income” means interest income, dividend income and any other
income accrued during the calendar quarter, minus the Fund’s operating expenses for the quarter.
For purposes of computing the Fund’s pre-incentive fee net investment income, the calculation
methodology will look through total return swaps as if the Fund owned the referenced assets
directly. As a result, the Fund’s pre-incentive fee net investment income includes net interest, if
any, associated with a derivative or swap, which is the difference between (a) the interest income
and transaction fees related to the reference assets and (b) all interest and other expenses paid by
the Fund to the derivative or swap counterparty. For such purposes, the Fund’s operating
expenses will include the Management Fee, Fund administration expenses, and any interest
expense and distributions paid on any issued and outstanding preferred Shares, but will exclude
the Incentive Fee. Net assets means the total assets of the Fund minus the Fund’s liabilities. For
purposes of the Incentive Fee, net assets are calculated as of the first business day of the relevant
calendar quarter.

The calculation of the Incentive Fee for each calendar quarter is as follows:

No Incentive Fee is payable to the Adviser if the Fund’s pre-incentive fee net investment
income, expressed as a percentage of the Fund’s net assets in respect of the relevant
calendar quarter, does not exceed the quarterly hurdle rate of 1.50%;

100% of the portion of the Fund’s pre-incentive fee net investment income that exceeds
the hurdle rate but is less than or equal to 1.875% (the “catch-up”) is payable to the
Adviser if the Fund’s pre-incentive fee net investment income, expressed as a
percentage of the Fund’s net assets in respect of the relevant calendar quarter, exceeds
the hurdle rate but is less than or equal to 1.875% (7.50% annualized). The “catch-
up” provision is intended to provide the Adviser with an incentive fee of 20% on all
of the Fund’s pre-incentive fee net investment income when the Fund’s pre-incentive
fee net investment income reaches 1.875% of net assets; and

20% of the portion of the Fund’s pre-incentive fee net investment income that exceeds
the “catch-up” is payable to the Adviser if the Fund’s pre-incentive fee net investment
income, expressed as a percentage of the Fund’s net assets in respect of the relevant
calendar quarter, exceeds 1.875% (7.50% annualized). As a result, once the hurdle

rate is reached and the catch-up is achieved, 20% of all the Fund’s pre-incentive fee
net investment income thereafter is allocated to the Adviser.

00000000.0.XXXXXXXX

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