T. Rowe Price OHA Select Private Credit Fund (OCREDIT)

T. Rowe Price OHA Private Credit Fund (OCREDIT) is a non-exchange-traded business development company (BDC) that expects to invest at least 80% of its total assets (net assets plus borrowings for investment purposes) in private credit investments (bonds and other credit investments that are issued in private offerings or issued by private companies). This investment involves a high degree of risk. An investor should purchase these securities only if they can afford the complete loss of the investment. An investor should read the prospectus carefully for a description of the risks associated with an investment in OCREDIT. These risks include, but are not limited to, the following:

• We have no prior operating history, and there is no assurance that we will achieve our investment objective.
• This is a “blind pool” offering, and thus the investor will not have the opportunity to evaluate our investments before we make them.
• The investor should not expect to be able to sell their shares regardless of how we perform.
• The investor should consider that they may not have access to the money they invest for an extended period of time.
• We do not intend to list our shares on any securities exchange, and we do not expect a secondary market in our shares to develop prior to any listing.
• Because the investor may be unable to sell their shares, they will be unable to reduce their exposure in any market downturn.
• We intend to implement a share repurchase program, but only a limited number of shares will be eligible for repurchase and repurchases will be subject to available liquidity and other significant restrictions.
• An investment in our common shares is not suitable for the investor if they need access to the money they invest. See “Suitability Standards” and “Share Repurchase Program.”
• We cannot guarantee that we will make distributions, and if we do, we may fund such distributions from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings, or return of capital, and we have no limits on the amounts we may pay from such sources.
• The investor will bear substantial fees and expenses in connection with their investment. See “Fees and Expenses.” We cannot guarantee that we will make distributions, and if we do, we may fund such distributions from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings, or return of capital, and although we generally expect to fund distributions from cash flow from operations, we have not established limits on the amounts we may pay from such sources. A return of capital (1) is a return of the original amount invested, (2) does not constitute earnings or profits and (3) will have the effect of reducing a shareholder’s tax basis such that when a shareholder sells their shares the sale may be subject to taxes even if the shares are sold for less than the original purchase price.
• Distributions may also be funded in significant part, directly or indirectly, from temporary waivers or expense reimbursements borne by the adviser or its affiliates, that may be subject to reimbursement to the adviser or its affiliates. The repayment of any amounts owed to the adviser or its affiliates will reduce future distributions to which they would otherwise be entitled.
• We expect to use leverage, which will magnify the potential for loss on amounts invested in us.
• We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common shares less attractive to investors.
• We intend to invest primarily in securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Below investment-grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be illiquid and difficult to value.

Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Securities regulators have also not passed upon whether this offering can be sold in compliance with existing or future suitability or conduct standards including the Regulation Best Interest standard to any or all purchasers.

As of March 26, 2024, OCREDIT is available in all 54 states and territories.

As of March 26, 2024, OCREDIT is not registered for offer or sale outside of the United States.

This website must be read in conjunction with the OCREDIT prospectus in order to fully understand all the implications and risks of an investment in OCREDIT. This website is neither an offer to sell nor a solicitation of an offer to buy securities. An offering is made only by the prospectus, which must be made available to an investor prior to making a purchase of shares in connection with this offering and is available at the OCREDIT website. Prior to making an investment, investors should read the prospectus, including the “Risk Factors” section therein, which contains a discussion of the risks and uncertainties that we believe are material to our business, operating results, prospects, and financial condition.

Numerical data are approximate and as of December 31, 2023, unless otherwise noted. The words “we,” “us,” and “our” refer to OCREDIT, unless the context requires otherwise.

There is no guarantee that an investor would achieve results comparable to those presented. All investments involve the risk of material or total loss. Past performance is not necessarily indicative of future results. The data used to calculate the returns are unaudited and subject to revision.

Additional Disclosure Information

This material was not created by any third-party registered broker-dealers or investment advisers who are distributing shares of OCREDIT (each, a “Dealer”). The Dealers are not affiliated with OCREDIT and have not prepared the material or the information herein.

Investments mentioned may not be in the best interest of, or suitable for, all investors. Any product discussed herein may be purchased only after an investor has carefully reviewed the prospectus and executed the subscription documents.

The contents of this communication: (i) do not constitute an offer of securities or a solicitation of an offer to buy securities (offers can be made only by the respective offering documents which are available upon request), (ii) do not and cannot replace the offering documents and is qualified in its entirety by the offering documents, and (iii) may not be relied upon in making an investment decision related to any investment offering by the issuer of the securities, or any affiliate, or partner thereof.

Alternative investments often are speculative; typically have higher fees than traditional investments; often include a high degree of risk; and are in the best interest of, or suitable for, eligible, long-term investors who are willing to forgo liquidity and put capital at risk for an indefinite period of time. They may be highly illiquid and can engage in leverage and other speculative practices that may increase volatility and risk of loss.

Opinions and estimates offered herein constitute the judgment of Oak Hill Advisors, L.P., as of the date this document is provided to an investor and are subject to change as are statements about market trends. All opinions and estimates are based on assumptions, all of which are difficult to predict and many of which are beyond the control of Oak Hill Advisors, L.P. In preparing this document, Oak Hill Advisors, L.P., has relied upon and assumed, without independent verification, the accuracy and completeness of all information. Oak Hill Advisors, L.P., believes that the information provided herein is reliable; however, it does not warrant its accuracy or completeness. Certain information contained in the materials discusses general market activity, industry or sector trends, or other broad-based economic, market, or political conditions and should not be construed as research or investment advice.

Further, opinions expressed herein may differ from the opinions expressed by a Dealer and/or other businesses/affiliates of a Dealer. This is not a “research report” as defined by FINRA Rule 2241 and was not prepared by the research departments of a Dealer or its affiliates.

Past performance is no guarantee of future results. Actual results may vary. Diversification of an investor’s portfolio does not assure a profit or protect against loss in a declining market.

Alternative investments involve complex tax structures, tax-inefficient investing, and delays in distributing important tax information. Individual funds have specific risks related to their investment programs that will vary from fund to fund. Investors should consult their own tax and legal advisers as Dealers generally do not provide tax or legal advice.

BDCs are generally not taxed at the corporate level to the extent they distribute all of their taxable income in the form of dividends. Ordinary income dividends are taxed at individual tax rates, and distributions may be subject to state tax. Each investor’s tax considerations are different, and consulting a tax adviser is recommended. Any of the data provided herein should not be construed as investment, tax, accounting, or legal advice.

Potential investors are urged to consult a professional advisor regarding the possible economic, tax, legal, or other consequences of them investing in OCREDIT in light of their particular circumstances.

Interests in alternative investment products are distributed by the applicable Dealer and (1) are not FDIC-insured, (2) are not deposits or other obligations of such Dealer or any of its affiliates, and (3) are not guaranteed by such Dealer and its affiliates. Each Dealer is a registered broker-dealer or investment adviser, not a bank.

Certain countries have been susceptible to epidemics or pandemics, most recently COVID-19. The outbreak of such epidemics or pandemics, together with any resulting restrictions on travel or quarantines imposed, has had and will likely continue to have a negative impact on the economy and business activity globally (including in the countries in which OCREDIT invests), and thereby is expected to adversely affect the performance of OCREDIT’s investments. Furthermore, the rapid development of epidemics or pandemics could preclude prediction as to their ultimate adverse impact on economic and market conditions and, as a result, present material uncertainty and risk with respect to OCREDIT and the performance of its investments or operations.

BDCs may charge management fees, incentive fees, as well as other fees associated with servicing loans. These fees may detract from the total return. OCREDIT employs leverage, which may increase the volatility of OCREDIT’s investments and may magnify the potential for loss. Fixed income securities are subject to credit risk, call risk, and interest rate risk. As interest rates rise, bond prices fall. Investments in high yield bonds involve greater risk. International investments can be riskier than U.S. investments and are subject to foreign exchange risk.

OCREDIT is “nondiversified,” meaning it may invest a greater portion of its assets in a single company. OCREDIT’s share price can be expected to fluctuate more than that of a comparable diversified fund. OCREDIT may invest in derivatives, which may be riskier or more volatile than other types of investments because they are generally more sensitive to changes in market or economic conditions.

Account opening and closing fees may apply depending on the amount invested and the timing of the account closure. There may be costs associated with the investments in the account, such as periodic management fees, incentive fees, loads, other expenses, or brokerage commissions. Fees for optional services may also apply.

In the United States, securities are offered through T. Rowe Price Investment Services, Inc., a broker/dealer registered with the U.S. Securities and Exchange Commission and a member of FINRA. Securities are offered through T. Rowe Price Investment Services, Inc., and advisory services are offered by Oak Hill Advisors, L.P. T. Rowe Price Investment Services, Inc., and Oak Hill Advisors, L.P., are affiliated. 202306-2870161