0001140361-22-027310 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 28th, 2022 • T. Rowe Price OHA Private Credit Fund • New York

This Investment Advisory Agreement, dated and effective as of [ ], 2022, is made by and between T. Rowe Price OHA 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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MANAGING DEALER AGREEMENT
Managing Dealer Agreement • July 28th, 2022 • T. Rowe Price OHA Private Credit Fund • New York

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

LIMITED LIABILITY COMPANY AGREEMENT OF OHA PRIVATE CREDIT FUND, LLC
Limited Liability Company Agreement • July 28th, 2022 • T. Rowe Price OHA Private Credit Fund • Delaware

This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of OHA Private Credit Fund, LLC, a Delaware limited liability company (the “Company”), effective as of December 16, 2021, is entered into by and between the Company and Oak Hill Advisors, LP. (or any entity which is the successor thereto), as the member (the “Member”).

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