0001723408-18-000051 Sample Contracts

Master Custodian Agreement
Master Custodian Agreement • May 24th, 2018 • OFI Carlyle Private Credit Fund • Massachusetts

ADDENDUM to that certain Master Custodian Agreement, entered into as of March 14, 2018 (the "Agreement") between each management investment company identified on Appendix A to the Agreement (as amended from time to time) ("you" or the "Customer") and State Street Bank and Trust Company, including its subsidiaries and affiliates ("State Street").

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OFI CARLYLE PRIVATE CREDIT FUND INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • May 24th, 2018 • OFI Carlyle Private Credit Fund • New York

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

THIS AMENDMENT NO. 1 TO MASTER CUSTODIAN AGREEMENT (this “Amendment”), effective as of May 22, 2018 (the “Amendment Date”) IS BETWEEN:
Master Custodian Agreement • May 24th, 2018 • OFI Carlyle Private Credit Fund • Massachusetts
CRD# broker AGREEMENT FOR THE OPPENHEIMER FUNDS
Broker Agreement • May 24th, 2018 • OFI Carlyle Private Credit Fund • New York
SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • May 24th, 2018 • OFI Carlyle Private Credit Fund • New York

THIS AGREEMENT is made and entered into on this 24th day of May, 2018 by and among OC Private Capital, LLC a Delaware limited liability company (the “Adviser”), and Carlyle Global Credit Investment Management L.L.C., a Delaware limited liability company (the “Subadviser”).

ADMINISTRATION AND ACCOUNTING AGREEMENT
Administration and Accounting Agreement • May 24th, 2018 • OFI Carlyle Private Credit Fund • Massachusetts

This Administration and Accounting Agreement (“Agreement”) dated and effective as of March 14, 2018, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and OFI Carlyle Global Private Credit Fund, a Delaware statutory trust (the “Trust”).

DISTRIBUTION AGREEMENT
Distribution Agreement • May 24th, 2018 • OFI Carlyle Private Credit Fund • New York

AGREEMENT made this 24th day of May, 2018, between OFI Carlyle Private Credit Fund, a Delaware statutory trust (the “Fund”), and OppenheimerFunds Distributor, Inc., a New York corporation (the “Distributor”).

OFI CARLYLE PRIVATE CREDIT FUND SUBSCRIPTION AGREEMENT
Subscription Agreement • May 24th, 2018 • OFI Carlyle Private Credit Fund

This Subscription Agreement is entered into this 7th day of May, 2018 by and between OFI Carlyle Private Credit Fund, a Delaware statutory trust (the “Fund”), and OppenheimerFunds, Inc. (the “Subscriber”);

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • May 24th, 2018 • OFI Carlyle Private Credit Fund • Delaware
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