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    www.dechert.com

    Kaitlin McGrath

    Kaitlin.McGrath@dechert.com

    +1
    617 728 7116  Direct

October 16, 2024

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Attn: Christopher R. Bellacicco

Re:	  T. Rowe Price OHA Flexible Credit Income
Fund (the “Fund”) (File No. 811-23980)

Dear Mr. Bellacicco:

On behalf of the Fund, this correspondence
is being filed for the purpose of responding to supplemental comments of the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) communicated to the undersigned of our firm telephonically on September 30, 2024 (the “Supplemental
Comments”), with respect to (i) Amendment No. 1 (“Amendment No. 1”) to the Fund’s registration statement (the
“Registration Statement”) on Form POS AMI, filed under the Investment Company Act of 1940 (the “1940 Act”) with
the Securities and Exchange Commission (the “Commission”) on September 6, 2024, and (ii) prior correspondence filed on August
1, 2024 containing responses to the Staff’s initial comments (the “Prior Comments”), related to the Fund’s initial
Registration Statement filed on July 2, 2024.

The Fund has considered your comments
and has authorized us to make the responses and changes discussed below to the Registration Statement on its behalf. Terms not defined
herein have the meanings set forth in the Registration Statement. Below, we describe the changes that will be made in a forthcoming further
amendment to the Fund’s Registration Statement (“Amendment No. 2”) in response to the Staff’s comments and provide
any responses to or any supplemental explanations of such comments, as requested.

Comments Related to Prior Comments 5, 29, 36,
and 42

Page 4 – Portfolio Compensation

 1. Comment: With respect to the response to Prior Comment 5(b), in respect of the loan selection process
and the loans that the Fund plans to originate, please describe in disclosure the expected maturity and duration of such loans.

Response: The Fund has added the following
disclosure in Amendment No. 2 in response to the Staff’s comment under “Investment Objective, Opportunities and Strategies
– Portfolio Compensation”:

The Fund’s investments generally have
stated terms of three to seven years, and the expected average life of the Fund’s investments is generally two to three years. However,
there is no limit to the maturity or duration of any investment that the Fund may hold in its portfolio.

Page 78 – Special Purpose Entities

 2. Comment: With respect to the response to Prior Comment 29 (a) – (d), please supplementally
confirm the inclusion, 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.

 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.

 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.

Response: The Fund confirms that it
has incorporated disclosure in respect of (a), (b) and (d) in Amendment No. 2 in response to the Staff’s comment.

With respect to subsection (c) of the Staff’s
comment, the Fund respectfully submits that additional disclosure is not necessary given that the Fund’s investment advisory agreement
with the Adviser would encompass the management of the assets of such entities. No additional compensation is or would be paid by the
Fund to the Adviser for the management of such entities’ assets other than the compensation set forth in the Fund’s investment
advisory agreement. Like many other 1940 Act funds, the Fund expects that its lenders will require it to use wholly owned bankruptcy remote
subsidiaries to obtain financing from them. These subsidiaries would rely on the Fund’s investment adviser to manage their assets
pursuant to the terms of the Fund’s investment advisory agreement with the Adviser.

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The investment advisory agreement between
the Fund and the Adviser has been filed as an exhibit to the Registration Statement and complies with the provisions of the 1940 Act,
including Section 15 thereof.

 3. Comment: With respect to the response to Prior Comment 29(c), please supplementally confirm whether
there will be any wholly owned subsidiaries that primarily engage in investment activities in securities or other assets, even if the
subsidiary is not a regulated investment company. If so, please include as an exhibit to the registration statement the related investment
advisory agreement between such subsidiary and its investment adviser as a material contract.

Response: The Fund notes that it does
not presently intend to create or acquire primary control of any entity which primarily engages in investment activities in securities
or other assets, other than entities wholly owned by the Fund which currently exist or may in the future exist. For example, the Fund
may wholly own special purpose vehicles for various purposes, including for financing purposes. The Fund confirms that, to the extent
it invests in wholly owned investment subsidiaries that are registered investment companies in the future, it will revise its disclosure,
as appropriate, and include as an exhibit to the Registration Statement the related investment advisory agreement between such wholly
owned investment subsidiary that is a registered investment company and its investment adviser as a material contract.

However, the Fund respectfully submits that
any wholly owned investment subsidiary that is not a registered investment company under the 1940 Act is not required to comply with the
requirements of Section 15 of the 1940 Act. Accordingly, although the provisions of such a potential future subsidiary’s advisory
agreement may be similar to those of the Fund’s Section 15-compliant advisory agreement, we respectfully decline to disclose that
any such subsidiary’s advisory agreement complies with the requirements of Section 15 of the 1940 Act. The Fund also respectfully
disagrees that any such advisory agreement would be a material contract of the Fund requiring its inclusion as an exhibit to the Registration
Statement, but notes that it would evaluate the materiality of any such advisory agreement in the future and make an appropriate determination
in respect thereof.

Page 101 – Other Payments

 4. Comment: With respect to the response to Prior Comment 36, the Staff’s view is that the ability
to provide investors with “bonus shares” is potentially a form of compensation to financial intermediaries. Please supplementally
explain how the “bonus shares” arrangement discussed in the Fund’s response to Prior Comment 36 is not a “form
of compensation” to the participating intermediaries under FINRA Rule 2341. In this regard, the Staff notes that the “bonus
shares” arrangement may benefit such intermediaries by incentivizing their clients to invest with such financial intermediaries.
If the “bonus shares”

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are compensation under FINRA Rule 2341, please
explain how such compensation is consistent with the requirements of subsections (l)(4) and (l)(5) of FINRA Rule 2341. To the extent that
any of the participating intermediaries are affiliated persons of the Fund, please explain how the foregoing “bonus shares”
arrangement does not raise issues under Section 17(e) of the 1940 Act.

Response: The Fund respectfully disagrees
with the Staff’s view that the “bonus shares” arrangement potentially amounts to a “form of compensation”
to the participating financial intermediaries under FINRA Rule 2341, and the Fund has not identified any related FINRA advice that would
suggest that such arrangements would be deemed a form of compensation for purposes of FINRA Rule 2341.

FINRA Rule 2341(l)(4) states that “[n]o
member shall accept any cash compensation from an offeror unless such compensation is described in a current prospectus of the investment
company.” Further, “cash compensation” is defined under FINRA Rule 2341 as “any discount, concession, fee, service
fee, commission, asset-based sales charge, loan, override or cash employee benefit received in connection with the sale and distribution
of investment company securities.” Under the Fund’s “bonus shares” arrangement, financial intermediaries will
not be compensated with cash, or any of the other forms of “cash compensation” enumerated in FINRA Rule 2341. As noted in
existing disclosure in the Registration Statement, any bonus shares would be transferred in whole to a participating financial intermediary’s
clients. In light of this, the Fund submits that the “bonus shares” arrangement does not fall within the scope of FINRA Rule
2341(l)(4), as financial intermediaries will not receive any “cash compensation” for participating in the arrangement. Moreover,
even if the Fund’s “bonus shares” arrangement did fall within the scope of FINRA Rule 2341(l)(4), the arrangement is
described in the Fund’s prospectus.

FINRA Rule 2341(l)(5) provides that “[n]o
member or person associated with a member shall directly or indirectly accept or make payments or offers of payments of any non-cash compensation….”
FINRA Rule 2341 defines “non-cash compensation” to mean “any form of compensation received in connection with the sale
and distribution of investment company securities that is not cash compensation, including but not limited to merchandise, gifts and prizes,
travel expenses, meals and lodging.” Given the tangible and quantifiable nature of the non-cash compensation examples enumerated
in FINRA Rule 2341(l)(5), it is clear that an intangible, theoretical “benefit” like the one cited by the Staff in relation
to the “bonus shares” is insufficient to constitute compensation for purposes of FINRA Rule 2341(l)(5). The Fund is not aware
of any provision of FINRA’s rules, including in Sections 2341(l)(4) or (l)(5), or FINRA statements commenting on or interpreting
those provisions that restricts, limits or prohibits a shareholder benefit such as bonus shares or characterizes such a shareholder benefit
as providing a speculative, intangible benefit to intermediaries by “incentivizing their clients to invest with such financial intermediaries.”
Indeed, such an interpretation would seem to turn the purpose of distribution sales efforts on its

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head. All sales efforts and customer services
are intended to incentivize clients to invest by highlighting the investment benefits of the product and the services provided by the
intermediary that enhance the value of the investment. These are benefits enjoyed by the investor and the benefits are neither diminished
nor compromised simply because the intermediary enjoys the reciprocal, but intangible, gratitude or good will of the investor. On account
of the foregoing, the Fund respectfully disagrees with the Staff’s suggestions that the “bonus shares” arrangement constitutes
“non-cash compensation” for purposes of FINRA Rule 2341(l)(5).

With respect to the second part of the Staff’s
comment, the Fund confirms that none of the currently participating intermediaries are affiliated persons of the Fund, and it represents
that no financial intermediaries participating in the “bonus shares” arrangement will be affiliated persons of the Fund.

Page B-19 – Compensation of Portfolio Managers

 5. Comment: With respect to the response to Prior Comment 42 and related disclosure regarding the
Resource Sharing Agreement between the Adviser and OHA:

 a. Please supplementally explain to us how the Resource Sharing Agreement operates and why it is not an advisory
contract within the meaning of the 1940 Act. In so doing, please address:

 i. the specific services OHA and its employees will provide on the Adviser’s behalf and why those services
do not amount to advisory services provided to the Fund;

 ii. the extent to which the Adviser will depend on OHA’s personnel;

 iii. whether OHA personnel who provide investment advice with respect to the Fund will be supervised persons
of the Adviser under Sec. 202(a)(25) of the Advisers Act;

 iv. whether and what fees are paid to OHA and by whom and whether they are paid pursuant to the Resource Sharing
Agreement; and

 v. whether OHA is considered a fiduciary with respect to the Fund.

Response: The Fund respectfully acknowledges
the Staff’s comment. The Adviser serves as the sole investment adviser to the Fund. OHA has not and will not enter into an investment
advisory agreement with the Fund. Rather, OHA and the Adviser entered into the Resource Sharing Agreement pursuant to which

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OHA provides the Adviser, rather than the
Fund, with investment professionals and access to its resources. Pursuant to the Resource Sharing Agreement, OHA provides resources to
the Adviser only and does not provide investment advisory or other services of any kind to the Fund and does not receive any consideration
from the Fund. Such resources, for example, relate to deal origination, credit underwriting, due diligence, execution and monitoring.
Accordingly, the Resource Sharing Agreement does not amount to an advisory contract under the 1940 Act. The Fund respectfully submits
that similar arrangements are commonplace where there are multiple registered investment advisers under common control.1

b. Please provide us with a copy of the
Resource Sharing Agreement to review.

Response: The Fund acknowledges
the Staff’s comment and has supplementally provided the staff with a copy of the Resource Sharing Agreement.

c. Please add risk disclosure about the
Resource Sharing Agreement (e.g., that advisory services provided by the Adviser and are dependent on the Resource Sharing Agreement).

Response: The Fund has added the following
risk disclosure regarding the Resource Sharing Agreement under “Other Risks Relating to the Fund — Senior Management Personnel
of the Adviser” in Amendment No. 2 in response to the Staff’s comment:

Under a resource sharing agreement between
the Adviser and OHA (the “Resource Sharing Agreement”), OHA has agreed to provide the Adviser with experienced investment
professionals necessary to fulfill its obligations under the Advisory Agreement. The Resource Sharing Agreement, however, may be terminated
by either party on 60 days’ notice. The Fund cannot assure shareholders that OHA will fulfill its obligations under the Resource
Sharing Agreement. The Fund also cannot assure shareholders that the Adviser will enforce the Resource Sharing Agreement if OHA fails
to perform, that such agreement will not be terminated by either party or that the Fund will continue to have access to the investment
professionals of OHA and its affiliates or their information and deal flow.

1 OHA Private Credit Advisors II, L.P., the Adviser, is a subsidiary
of Oak Hill Advisors, L.P., OHA. OHA is a subsidiary of T. Rowe Price Group, Inc.

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POS AMI

Page 5 – Unlisted Closed-End
Fund

 6. Comment: With respect to the fourth bullet in this section, please provide the net investment needed
for an investor to recover sales load and offering expenses.