0001628280-23-030146 Sample Contracts

MANAGING DEALER AGREEMENT

Managing Dealer Agreement • August 21st, 2023 • T. Rowe Price OHA Select Private Credit Fund • New York

• Contract Type
  Managing Dealer Agreement
• Filed
  August 21st, 2023
• Company
  T. Rowe Price OHA Select Private Credit Fund
• Jurisdiction
  New York

This Managing Dealer Agreement (this “Agreement”) is entered into by and between T. Rowe Price OHA Select Private Credit Fund, a Delaware statutory trust (the “Company”) and T. Rowe Price Investment Services, Inc. (the “Managing Dealer”).

EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT

Expense Support and Conditional Reimbursement Agreement • August 21st, 2023 • T. Rowe Price OHA Select Private Credit Fund

• Contract Type
  Expense Support and Conditional Reimbursement Agreement
• Filed
  August 21st, 2023
• Company
  T. Rowe Price OHA Select Private Credit Fund

This Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this 17th day of August, 2023, by and between T. ROWE PRICE OHA SELECT PRIVATE CREDIT FUND, a Delaware statutory trust (the “Fund”), and OHA PRIVATE CREDIT ADVISORS LLC, a Delaware limited liability company (the “Adviser”).

ESCROW AGREEMENT

Escrow Agreement • August 21st, 2023 • T. Rowe Price OHA Select Private Credit Fund • New York

• Contract Type
  Escrow Agreement
• Filed
  August 21st, 2023
• Company
  T. Rowe Price OHA Select Private Credit Fund
• Jurisdiction
  New York

THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this 23rd day of May 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”).

SUBSCRIPTION AGREEMENT

Subscription Agreement • August 21st, 2023 • T. Rowe Price OHA Select Private Credit Fund

• Contract Type
  Subscription Agreement
• Filed
  August 21st, 2023
• Company
  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").