Material Agreement - Form 8-K

Amended and Restated Investment Management Agreement

On March 20, 2024, T. Rowe Price OHA Select Private Credit Fund (the "Company") entered into an Amended and Restated Investment Advisory Agreement (the "Amended and Restated Investment Advisory Agreement") with OHA Private Credit Advisors LLC, a Delaware limited liability company (the "Adviser"). The Amended and Restated Investment Management Agreement amends and restates the investment advisory agreement dated as of November 10, 2022, by and between the Company and the Adviser (the "Original Investment Advisory Agreement") in response to comments issued by certain state securities regulators in connection with their review of the Company's continuous offering of common shares of beneficial interest (the "Offering"). The terms of the Amended and Restated Investment Advisory Agreement are unchanged from those of the Original Investment Advisory Agreement, under which the Adviser has provided investment advisory services to the Company since its inception, except to (i) remove certain expenses of the Company's administrator and the Adviser from the costs and expenses that are to be borne by the Company under the Amended and Restated Investment Advisory Agreement, and (ii) clarify certain other types of costs and expenses that will not be borne by the Company.

The foregoing description of the Amended and Restated Investment Advisory Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Investment Advisory Agreement, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Amended and Restated Administration Agreement

On March 20, 2024, the Company and OHA Private Credit Advisors LLC, a Delaware limited liability company (the "Administrator") entered into an Amended and Restated Administration Agreement (the "Amended and RestatedAdministration Agreement"). The Amended and Restated Administration Agreement amends and restates the administration agreement, dated as of November 10, 2022, by and between the Company and the Administrator (the "Original Administration Agreement") in response to comments issued by certain state securities regulators in connection with their review of the Offering. The terms and conditions of the Amended and Restated Administration Agreement are unchanged from those of the Original Administration Agreement, under which the Administrator has provided administrative services to the Company since its inception, except to (i) remove certain expenses of the Administrator and the Adviser from the costs and expenses that are to be borne by the Company under the Amended and Restated Administration Agreement and (ii) clarify certain other types of costs and expenses that will not be borne by the Company under the Amended and Restated Administration Agreement.

The foregoing description of the Amended and Restated Administration Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Administration Agreement, which is attached hereto as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.