OFI Carlyle Private Credit Fund 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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CARLYLE TACTICAL PRIVATE CREDIT FUND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 28th, 2023 • Carlyle Tactical Private Credit Fund • New York

AGREEMENT made as of the 1st day of July, 2022, by and between CARLYLE TACTICAL PRIVATE CREDIT FUND (known as OFI Carlyle Private Credit Fund prior to November 4, 2019) (the “Fund”), and CARLYLE GLOBAL CREDIT INVESTMENT MANAGEMENT L.L.C. (the “Adviser”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 16th, 2019 • OFI Carlyle Private Credit Fund • Delaware
OFI CARLYLE PRIVATE CREDIT FUND INVESTMENT ADVISORY AGREEMENT
Fund Investment Advisory Agreement • March 18th, 2020 • Carlyle Tactical Private Credit Fund • New York

AGREEMENT made as of the 24th day of October, 2019, by and between OFI CARLYLE PRIVATE CREDIT FUND (the “Fund”), and CARLYLE GLOBAL CREDIT INVESTMENT MANAGEMENT L.L.C. (the “Adviser”).

FORM OF TRANSITION SERVICES AGREEMENT
Form of Transition Services Agreement • October 11th, 2019 • OFI Carlyle Private Credit Fund • New York

This Transition Services Agreement (“Agreement”) is entered into as of _____ __, 2019 (the “Effective Date”) among Carlyle Global Credit Investment Management L.L.C., a Delaware limited liability company (“Company”), Invesco Advisers, Inc., a Delaware corporation (“Invesco”) and OFI Carlyle Private Credit Fund, a Delaware statutory trust (the “Fund”).

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
EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 30th, 2021 • Carlyle Tactical Private Credit Fund • Delaware

Carlyle Global Credit Investment Management L.L.C. (“CGCIM”), as investment adviser to Carlyle Tactical Private Credit Fund (f/k/a OFI Carlyle Global Private Credit Fund, “Fund”) agrees on a monthly basis to waive its base management fees and/or reimburse the Fund’s initial organizational and offering costs as well as its operating expenses (each such waiver or reimbursement, an “Expense Payment”) to the extent that the Fund’s annualized operating expenses in respect of the relevant month exceed 2.0% of the Fund’s month-end net asset value (the “Expense Limitation”). This agreement (“Agreement”) shall commence on the date first set forth above. This Agreement shall continue in effect until April 30, 2022. Thereafter, this Agreement may be annually renewed with the written agreement of CGCIM and the Fund. The Board of the Fund may terminate this Agreement at any time upon notice to CGCIM, and this Agreement shall automatically terminate upon the termination of the Investment Advisory Ag

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • November 4th, 2019 • OFI Carlyle Private Credit Fund • Delaware
CRD# broker AGREEMENT FOR THE OPPENHEIMER FUNDS
OFI Carlyle Private Credit Fund • May 24th, 2018 • 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 SERVICES AGREEMENT
Distribution Services Agreement • April 30th, 2021 • Carlyle Tactical Private Credit Fund • Delaware

THIS AGREEMENT made this 6th day of December, 2019 by and between Carlyle Global Credit Investment Management L.L.C., a Delaware limited liability company (the “Adviser”), and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”).

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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