0001133228-24-006365 Sample Contracts

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

This Amended and Restated Investment Advisory Agreement, dated and effective as of June [ ], 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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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 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”).

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