SecProbe.io

August 1, 2024
VIA E-mail
Richard Horowitz, Esq.
Jonathan Gaines, Esq.
Dechert LLP1095 Avenue of the Americas
New York, NY 10036
Re: T. Rowe Price OHA Flexible Credit Income Fund
  File No. 811-23980
Dear Messrs. Horowitz and Gaines:
On July 2, 2024, you filed an initial registration statement on Form N-2 on behalf of the T. Rowe
Price OHA Flexible Credit Income Fund (the “Fund”),  under the Investment Company Act of 1940 (the
“1940 Act”).  We have reviewed the registration statement and provided our comments below.  Where a
comment is made with regard to disclosure in one location, it is applicable to all similar disclosure
appearing elsewhere in the registration statement.  A ll capitalized terms not otherwise defined herein have
the meaning given to them in the registration statement.
PROSPECTUS
Page ii – Unlisted Closed-End Fund
1. Please add bullet points to this section disclosing that:
a. An investment in the Fund may not be suitable for investors who may need the money
they invest in a specified time frame.
b. Distributions may come from sources that may not be available in the future and that are
unrelated to the Fund’s performance.
c. If you pay the maximum aggregate [  ]% sales load and offering expenses, you must
experience a total return on your net investment of [  ]% in order to recover these
expenses.
Page 1 – THE FUND
2. The second paragraph in this section states that “Class A Shares, Class D Shares and Class I
Shares are offered by this prospectus.”  Please confirm that the Fund will receive an exemptive
order to issue multiple classes of Shares prior to  effectiveness.  Otherwise, please revise this
sentence to clarify that only one Share class is currently offered by this prospectus.

Messrs. Horowitz and Gaines, Esq.
August 1, 2024

  Page 2 of 9  Page 3 – Access to OHA’s Transaction Flow and Expertise
3. The third paragraph on this page states that “OHA has been a credit specialist for more than 30
years.”  However, the final paragraph on this page states that “OHA has a long history of Credit
investing starting in 2002,” which suggests that OHA only has been investing in credit for
approximately 22 years.  Please reconcile this discrepancy.

4. Footnote 2 on this page refers to OHA’s $63 billion in capital under management as of September
30, 2023.  However, the other footnotes in the pr ospectus refer to OHA’s $63 billion in capital
under management as of December 31, 2023.  Please confirm that this reference in Footnote 2 to
September 30, 2023 is correct.

Page 4 – PORTFOLIO COMPOSITION
5. With respect to any loans that the Fund plans to originate, please describe:
a. Any limits on loan origination by the Fund, including a description of any limits imposed
by the Fund’s fundamental investment restrictions and related interpretations, including
with respect to making loans;
b. The loan selection process, including maturity and duration of individual loans and
geographic location of the borrower, and any limits on the amount of loans the Fund may
originate to issuers in the same industry; and
c. whether the Fund will be involved in servicing the loans and, if so, a description of its
servicing obligations.

Page 5 – Other Investment Strategies
6. This section states that the Fund may invest in securities of other investment companies,
including ETFs.
a. If the acquired fund fees and expenses (“AFFE”) of such investments are expected to
exceed 0.01% of the Fund’s average net assets, please include AFFE as a separate line
item in the fee table.  See Instr. 10.a. to Item 3.1 of Form N-2.
b. Please clarify whether these “other investment companies,” aside from ETFs, will be
registered or private.

Page 6 – LEVERAGE
7. This section notes that the Fund may issue preferred stock.  If the Fund plans to issue preferred
stock within the next year, please clarify whet her the costs associated with such offering are
reflected in the fee table.

Page 8 – MANAGEMENT AND INCENTIVE FEES
8. The final sentence of the first paragraph on this page refers to the impact of “expense support
payments and recoupments.”  Please clarify what is meant by “expense support repayments,” as
these are not discussed anywhere else in the registration statement.

Messrs. Horowitz and Gaines, Esq.
August 1, 2024

  Page 3 of 9  Page 17 – SUMMARY OF FEES AND EXPENSES
9. Please add disclosure in the introduction to the fee table clarifying upon what the fee table is
based.  For example, is it based on an estimated average or weighted average of anticipated Fund
assets over the first fiscal year?

10. Please supplementally confirm that the Early Withdrawal Charge on Shares Repurchased Within
365 Days of Purchase (“Early Withdrawal Charge”) will not exceed 2% of the repurchase
proceeds.

11. With respect to the contingent deferred sales charge:
a. Please supplementally explain how such charge differs from the Early Withdrawal
Charge; and
b. Please add disclosure in an appropriate location discussing such charge, including for
how long it applies and whether it decreases over time.

12. Please note that the Incentive Fee line item should show zero for the first year.

13.  Please remove the “Expense recoupment” line item, as the Fund does not yet have any expenses
to recoup.

14. Please revise footnote 4 to clarify that “Other expenses” include reasonably estimated costs for
the current fiscal year.

Page 18 – SUMMARY OF FEES AND EXPENSES
15. With respect to footnote 6:
a. Please disclose the percentage to which the Adviser will limit expenses.
b. Please disclose in this footnote that the fees waived are subject to recoupment and discuss
the conditions to recoupment.

Page 21 – Investment Objective
16. If the investment objective may be changed without a vote of the holders of a majority of voting
securities, please include a brief statement to that effect.  See Item 8.2.a to Form N-2.

Page 27 – Screening
17. The first paragraph of this sections ends with the statement “As part of the Adviser’s intensive
credit analysis, investment professionals also evaluate environmental, social and governance
(“ESG”) risks during the underwriting process.  Please add disclosure clarifying what ESG risks mean, including identifying examples of ESG criteria considered, and if accurate, that an
investment could be made in a company that scor es poorly on ESG if it scores strongly on other
non-ESG factors that are considered.

Page 35 – Covenant-Lite Loans
18. To the extent that the Fund plans to invest in “covenant-lite” loans, please include disclosure to
that effect in the discussion of the Fund’s investment strategy.

Messrs. Horowitz and Gaines, Esq.
August 1, 2024

  Page 4 of 9  Page 35 – Convertible Securities
19. Please supplementally explain whether the Fund intends to invest in contingent convertible bonds
(“CoCos”).  If the Fund invests or expects to inve st in CoCos, the Fund should consider what, if
any, disclosure is appropriate.  The type and location of disclosure will depend on, among other
things, the extent to which the Fund invests in CoCos and the characteristics of the CoCos (e.g.,
the credit quality and the conversion triggers).  If CoCos are or will be a principal type of investment, the Fund should provide a descri ption of them and provide appropriate risk
disclosure.

Page 56 – Payment-in-kind (“PIK”) Risk
20. Disclose that the interest rates on PIK loans are higher to reflect the time-value of money on
deferred interest payments and the higher credit risk of borrowers who may need to defer interest
payments.
Page 59 – Repurchase Offers Risk
21. In connection with this risk disclosure, please disclose the risk that the need to sell portfolio
securities to fund repurchase offers may affect the market for the portfolio securities being sold,
which may, in turn, diminish the value of an investment in the Fund.  See Guide 10 to Form N-2.

22. With respect to this risk, please also discuss:
a. the effect that share repurchase offers and related financings might have on portfolio
turnover; and
b. the possible decrease in share value as a result of currency fluctuations between the date
of tender and Repurchase Pricing Date.  See Guide 10 to Form N-2.

Page 61 – Potential Conflicts of Interest—Allocation of Investment Opportunities.
23. The disclosure in this section refers to “co-investment exemptive relief.”  Please disclose that the
Fund has applied for such an exemptive order.  If the Fund expects that the exemptive order will
be issued before the Fund seeks acceleration, then, at the appropriate time, please revise the
disclosure to reflect the issuance of such order.

Page 64 – The Adviser
24. Given that the Fund will invest in foreign securities as part of its principal investment strategy,
please add disclosure that provides a basis for investors to assess the expertise and experience of the Adviser with respect to foreign investments.  See Guide 9 to Form N-2.

Page 64 – Investment Personnel
25. Please add disclosure stating that the Statement of Additional Information provides additional
information about the portfolio managers’ compensation, other accounts managed by the portfolio
managers and the portfolio managers’ ownership of securities in the Fund.  See Item 9.1.c to
Form N-2.

Messrs. Horowitz and Gaines, Esq.
August 1, 2024

  Page 5 of 9  Page 64 – Administrative Services
26. Please disclose the compensation to be paid to the Administrator.  See Item 9.1.d to Form N-2.

Page 65 – Custodians, Distribution Paying Agent, Transfer Agent and Registrar
27.  The final paragraph on this page refers to financial intermediaries serving as sub-transfer agents.
Please disclose the identities of these sub-transfer agents.  See Item 9.1.e to Form N-2.

Page 77 – Related Clients
28. The disclosure states that “Related Clients are expected to co-invest with, or, at times, invest on a
side-by-side basis with, the Fund, including thr ough master, joint or commingled accounts or
investment vehicles.  Please confirm that such co-investments will be covered by the exemptive
order that the Fund is seeking.  Otherwise, please  explain how such investments do not violate the
prohibitions against affiliated transactions under Section 17 of the 1940 Act.

Page 78 – Special Purpose Entities
29. Please include, in an appropriate location in the prospectus, the following disclosure for any
subsidiaries that are wholly-owned by the Fund or primarily controlled by the Fund and that primarily engage in investment activities in securities or other assets.  Note that a subsidiary is
“primarily controlled” by a fund when (a) the registered fund controls the unregistered entity
within the meaning of Section 2(a)(9) of the 1940 Act; and (b) the registered fund’s control of the
unregistered entity is greater than that of any other person.
a. Disclose that the Fund complies with the provisions of the 1940 Act governing
investment policies (Section 8) on an aggregate basis with such subsidiary.
b. Disclose that the Fund complies with the provisions of the 1940 Act governing capital
structure and leverage (Section 18) on an aggregate basis with such subsidiaries so that
the Fund treats the subsidiary’s debt as its own for purposes of Section 18.
c. Disclose that any investment adviser to such subsidiary complies with provisions of the
1940 Act relating to investment advisory contracts (Section 15) as if it were an
investment adviser to the Fund under Section 2(a)(20) of the 1940 Act.  Any investment
advisory agreement between such subsidiary and its investment adviser is a material
contract that should be included as an exhibit to the registration statement.  If the same
person is the adviser to both the Fund and such subsidiary, then, for purposes of
complying with Section 15(c), the reviews of the Fund’s and the subsidiary’s investment
advisory agreements may be combined.
d. Disclose that each such subsidiary complies with provisions relating to affiliated
transactions and custody (Section 17).  Identify the custodian of the subsidiary, if any.
e. Disclose any of the subsidiary’s principal investment strategies or principal risks that
constitute principal investment strategies or risks of the Fund.  The principal investment
strategies and principal risk disclosures of a fund that invests in such subsidiary should reflect aggregate operations of the fund and the subsidiary.
f. Explain in correspondence whether the financial statements of such subsidiary will be
consolidated with those of the Fund.  If not, please explain why not.
g. Confirm in correspondence that such subsidiary and its board of directors will agree to
inspection by the staff of the subsidiary’s books and records, which will be maintained in accordance with Section 31 of the 1940 Act and the rules thereunder.

Messrs. Horowitz and Gaines, Esq.
August 1, 2024

  Page 6 of 9  h. Confirm that each such wholly-owned subsidiary’s management fee (including any
performance fee), if any, will be included in “Management Fees,” and the wholly-owned
subsidiary’s expenses will be included in “Other Expenses” in the Fund’s fee table.
i. To the extent that the subsidiaries through which the Fund plans to invest will only be
wholly-owned, please disclose that the Fund does not, or does not currently, intend to
create or acquire primary control of an entity that primarily engages in investment
activities in securities or other assets, other than entities wholly owned by the Fund.

Page 79 – Advisory Fee and Performance Fee
30. This section begins by stating that “The Management Fee and the Incentive Fee that the Adviser
will receive have not been established on the basis of an arm’s-length negotiation between the
Fund and the Adviser.”  Please supplementally explain the meaning of this statement.

Page 82 – Investments in Which the Other OHA Clients Have a Different Principal Interest
31. The second paragraph of this section states that “with respect to the Fund’s investments in certain
issuers, the other OHA Clients, subject to applicable  law, may invest in different classes of debt
or equity interests issued by the same issuers . . . .”  Please confirm that such co-investing will be pursuant to an exemptive order.  If not, please explain the basis for such investments and why this
does not violate Section 17(d) of the 1940 Act.

Page 85 – Notice to Shareholders
32. If applicable, please disclose that the Shareholder Notification will include the existence and
amount of any repurchase fee that may be charged.  See Guide 2 to Form N-2.

Page 86 – Repurchase Amounts and Payment of Proceeds
33. Please add disclosure discussing (i) whether Shareholders may withdraw or modify repurchase
requests; (ii) whether there are any special procedures required when Shares are held in street
name; and (iii) the anticipated timing of the initial repurchase offer.  See Guide 10 to Form N-2.

Page 100 – ANTI-TAKEOVER PROVISIONS IN THE DECLARATION OF TRUST
34. This section notes that the Trustees are elected for indefinite terms and do not stand for re-
election.  Please describe the positive and negative effects of such indefinite terms and whether
the Board has determined that such a provision is in the best interest of Shareholders.  See Guide
3 to Form N-2.

35. The section also states that “The Declaration of Trust does not contain any other specific
inhibiting provisions that would op erate only with respect to an extraordinary transaction such as
a merger, reorganization, tender offer, sale or transfer of substantially all of the Fund’s asset, or liquidation.”  However, the staff notes that Section 11.4 of the Declaration of Trust states that the
Trust may merge or consolidate with any other corporation, association, trust or other
organization or may sell, lease or exchange Trust assets if approved by two-thirds of the Trustees
and a majority of shareholders. For each of these provisions, please disclose:
a. the rationale for adopting these provisions;
b. the positive and negative eff