August 1, 2024

VIA E-mail

Richard Horowitz, Esq.
Jonathan Gaines, Esq.
Dechert LLP
1095 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. All 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 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 prospectus 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 whether 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.





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August 1, 2024

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 scores 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.



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August 1, 2024

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 invest 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 description 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.





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 Messrs. Horowitz and Gaines, Esq.
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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 through 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.




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

           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 operate 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 effects of these provisions;



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August 1, 2024

           c. whether the voting requirements of these provisions are higher
than those imposed by
              federal or state law; and
           d. whether the Board has considered the provisions and determined
that they are in the best
              interest of Shareholders.
         See Guide 3 to Form N-2.

Page 101     Other Payments

   36. This section states that    The Adviser and/or its affiliates may make
payments to one or more
       investors that contribute capital to the Fund through the purchase of
Class [ ] shares, including
       through the purchase of shares on behalf of such investors.
           a. Please clarify in disclosure what this means. For example, does
this mean (i) that the
               Adviser may make payments to investors by purchasing their Class
[ ] shares; (ii) that the
               Adviser may make payments to investors who purchased Class [ ]
shares; or (iii)
               something else?
           b. Please clarify in disclosure what determines when the Adviser
and/or affiliates may make
               such payments to a given investor that has contributed capital
to the Fund by purchasing
               Class [ ] shares.

Page 106     Dividend Reinvestment Plan

   37. If applicable, please disclose that an investor holding shares that
participate in the DRP in a
       brokerage account may not be able to transfer the shares to another
broker and continue to
       participate in the DRP. See Item 10.1.e. to Form N-2; see also Guide 5
to Form N-2.


                         STATEMENT OF ADDITIONAL INFORMATION

Page B-9     Involuntary Repurchases and Mandatory Redemptions

   38. The final bullet point on this page notes that the Fund has the right to
repurchase or redeem
       Shares of a Shareholder when it would be in the best interests of the
Fund to repurchase or
       redeem Shares. Please remove this language.

Page B-10     Fundamental Investment Restrictions

   39. Fundamental investment restriction (6) states that the Fund    [m]ay not
invest more than 25% of
       its total assets (taken at market value at the time of each investment)
in the securities of issuers in
       any one industry . . . except that the Fund will invest more than 25% of
its total assets in Credit
       (as defined in its stated investment strategy).
            a. Please revise this restriction to say    in any one industry or
group of industries . . .
                 (emphasis added). See Section 8(b)(1)(E) of the 1940 Act; see
also Item 17.2.e of Form
                 N-2.
            b. Please supplementally explain how    Credit,    as defined in
the investment strategy, may
                 be considered an industry or a group of industries.

Page B-19     The Adviser

   40. The final paragraph of this section states that the Investment Advisory
Agreement may be
       terminated at any time, without penalty, by the Adviser upon 60 days
notice to the Fund. Please



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

       add disclosure stating that the Investment Advisory Agreement may be
terminated by the Board
       on not more than 60 days    written notice to the Adviser.

Page B-19     Other Accounts Managed by Portfolio Managers

   41. The first paragraph in this section states the information included in
the tables is provided as of
       March 31, 2024. Please revise to include information as of the most
recent practicable date. See
       Instr. 1 to Item 21.1 of Form N-2.

Page B-19     Compensation of Portfolio Managers

   42. The first paragraph of this section refers to a    Resource Sharing
Agreement.    Please define this
       term.

                                                  PART C

NUMBER OF HOLDERS OF SECURITIES

   43. If shares will be outstanding at the time of the offering, please
include in the prospectus the table
       of outstanding securities required by Item 10.5 of Form N-2.


                    AMENDED AND RESTATED DECLARATION OF TRUST

Page 7     Collection and Payment

   44. The final sentence of this section states that    Except to the extent
required for a corporation
       formed under the Delaware General Corporation Law, the Shareholders
shall have no power to
       vote as to whether or not a court action, legal proceeding or claim
should or should not be
       brought or maintained derivatively or as a class action on behalf of the
Trust or the
       Shareholders.    Please confirm that this sentence is not a blanket
prohibition against derivative
       actions.




                                          *   *    *       *   *   *




         We note that portions of the filing are incomplete. We may have
additional comments on such
portions when you complete them in a post-effective amendment, on disclosures
made in response to this
letter, on information supplied in your response letter, or on exhibits added
in any post-effective
amendments.

        We remind you that the Fund and its management are responsible for the
accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action, or absence of
action by the staff.



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

       Should you have any questions regarding this letter, please contact me
at (202) 551-4716.

                                                       Sincerely,

                                                       /s/ Christopher R.
Bellacicco

                                                       Christopher R.
Bellacicco
                                                       Attorney-Adviser

cc:    Ryan Sutcliffe, Branch Chief
       Christian T. Sandoe, Assistant Director





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