MANAGING DEALER AGREEMENTManaging Dealer Agreement • August 21st, 2023 • T. Rowe Price OHA Select Private Credit Fund • 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”).
ESCROW AGREEMENTEscrow Agreement • August 21st, 2023 • T. Rowe Price OHA Select Private Credit Fund • 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 AGREEMENTSubscription Agreement • August 21st, 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").
EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTExpense Support and Conditional Reimbursement Agreement • August 21st, 2023 • 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”).
