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0001133228-23-001691 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 31st, 2023 • T. Rowe Price OHA Select Private Credit Fund • New York

This Investment Advisory Agreement, dated and effective as of ___________, 2023, is made by and between T. Rowe Price OHA Select Private Credit Fund, a Delaware statutory trust (herein referred to as the “Fund”), and OHA Private Credit Advisors, L.P., a Delaware limited partnership (herein referred to as the “Adviser”) (this “Agreement”).

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Standard Contracts

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ADMINISTRATION AGREEMENT BETWEEN
Administration Agreement • March 31st, 2023 • T. Rowe Price OHA Select Private Credit Fund • New York

This Agreement (“Agreement”) is made as of ________________________, 2023 by and between T. Rowe Price OHA Select Private Credit Fund, a Delaware statutory trust (the “Fund”), and OHA Private Credit Advisors, L.P., a Delaware limited partnership (the “Administrator”).

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ESCROW AGREEMENT
Escrow Agreement • March 31st, 2023 • T. Rowe Price OHA Select Private Credit Fund • New York

THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this ___ day of March 2023 by and between T. Rowe Price OHA Select Private Credit Fund, a Delaware statutory trust (the “Company”) and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).

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SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • March 31st, 2023 • T. Rowe Price OHA Select Private Credit Fund • Massachusetts

This Sub-Administration Agreement (“Agreement”) dated and effective as of November 14, 2022, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Sub-Administrator”), OHA Private Credit Advisors, L.P., a Delaware limited partnership (the “Administrator”).

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Exhibit A Form of Subscription Agreement SUBSCRIPTION AGREEMENT FOR CLASS I COMMON SHARES OF BENEFICIAL INTEREST OF
Subscription Agreement • March 31st, 2023 • T. Rowe Price OHA Select Private Credit Fund

The undersigned hereby subscribes for and agrees to purchase 2,000,000 Class I common shares of beneficial interest, $25.00 par value per share (the “Class I Common Shares”), of T. Rowe Price OHA Private Credit Fund, a Delaware statutory trust (the “Trust”), at a price of $25.00 per Class I Common Share, and request to assign ownership and purchases in such names and with such specifications as are set forth on Schedule A attached hereto, and hereby agrees to contribute cash to the Trust on the date hereof as consideration for the Class I Common Shares in the amount of $50,000,000 with a trade date of 11/14/2022 (the “Consideration”).

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EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT
Expense Support and Conditional Reimbursement Agreement • March 31st, 2023 • T. Rowe Price OHA Select Private Credit Fund

This Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this [ ]day of [ ], 2023, by and between T. ROWE PRICE OHA SELECT PRIVATE CREDIT FUND, a Delaware statutory trust (the “Fund”), and OHA Private Credit Advisors, L.P., a Delaware limited partnership (the “Adviser”).

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Transfer Agency Services Agreement
Transfer Agency Services Agreement • March 31st, 2023 • T. Rowe Price OHA Select Private Credit Fund • New York

This Transfer Agency Services Agreement (the “Agreement”) is entered into and effective as of November 7, 2022 (the “Effective Date”) by and among:

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