T. Rowe Price OHA Flexible Credit Income Fund Sample Contracts

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 17th, 2024 • T. Rowe Price OHA Flexible Credit Income Fund • New York

This Amended and Restated Investment Advisory Agreement, dated and effective as of June 27, 2024 (this “Agreement”), is made by and between T. Rowe Price OHA Flexible Credit Income Fund, a Delaware statutory trust (herein referred to as the “Fund”), and OHA Private Credit Advisors II, L.P., a Delaware limited partnership (herein referred to as the “Adviser”).

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EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT
Expense Support and Conditional Reimbursement Agreement • October 17th, 2024 • T. Rowe Price OHA Flexible Credit Income Fund

This Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this 27th day of June, 2024, by and between T. ROWE PRICE OHA FLEXIBLE CREDIT INCOME FUND, a Delaware statutory trust (the “Fund”), and OHA Private Credit Advisors II, L.P., a Delaware limited partnership (the “Adviser”).

FORM OF ADMINISTRATION AGREEMENT BETWEEN
Administration Agreement • July 2nd, 2024 • T. Rowe Price OHA Flexible Credit Income Fund • New York

This Agreement (“Agreement”) is made as of ________________________, 2024 by and between T. Rowe Price OHA Flexible Credit Income Fund, a Delaware statutory trust (the “Fund”), and OHA Private Credit Advisors II, L.P., a Delaware limited partnership (the “Administrator”).

FORM OF CUSTODY AGREEMENT By and Between And T. ROWE PRICE OHA FLEXIBLE CREDIT INCOME FUND
Custody Agreement • July 2nd, 2024 • T. Rowe Price OHA Flexible Credit Income Fund • New York

This Custody Agreement (the “Agreement”) is made and entered into as of the latest date set forth on the signature page hereto (the “Effective Date”) by and between [ ], a New York state chartered bank (“[ ]”), and T. ROWE PRICE OHA FLEXIBLE CREDIT INCOME FUND, a Delaware Statutory Trust (“Customer”). [ ] and Customer are collectively referred to as the “Parties” and individually as a “Party”.

Form of DISTRIBUTION AGENT AGREEMENT
Distribution Agreement • October 17th, 2024 • T. Rowe Price OHA Flexible Credit Income Fund

THIS AGREEMENT made as of this ___ day of 2024, by and among T. Rowe Price OHA Flexible Credit Income Fund, a Delaware statutory trust (the “Fund”) and T. Rowe Price Investment Services, Inc., a Maryland corporation, with its principal office and place of business at 4515 Painters Mill Road, Owings Mills, Maryland 21117 (“Distributor”).

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 2nd, 2024 • T. Rowe Price OHA Flexible Credit Income Fund

This Investment Advisory Agreement, dated and effective as of [ ], 2024 (this “Agreement”), is made by and between T. Rowe Price OHA Flexible Credit Income Fund, a Delaware statutory trust (herein referred to as the “Fund”), and OHA Private Credit Advisors II, L.P., a Delaware limited partnership (herein referred to as the “Adviser”).

Transfer Agency Services Agreement
Transfer Agency Services Agreement • October 17th, 2024 • T. Rowe Price OHA Flexible Credit Income Fund • New York

This Transfer Agency Services Agreement (the “Agreement”) is entered into and effective as of November 7, 2022 (the “Effective Date”) by and among:

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