---
schema_version: "secwatch.filing_event.v1"
accession: "0001140361-24-014637"
form_type: "8-K"
ticker: null
cik: "0001901164"
company_name: "T. Rowe Price OHA Select Private Credit Fund"
filed_at: "2024-03-21T23:59:59+00:00"
generated_at: "2026-06-04T10:30:02.510241+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.25
calibrated_materiality_score: 0.25
confidence: "high"
source: SEC EDGAR
---

# T. Rowe Price OHA Select Private Credit Fund amends governance docs per state regulator comments

## Summary
- Amended investment advisory and administration agreements remove certain administrator and adviser expenses from Fund costs.
- Second Amended and Restated Declaration of Trust sets trustee initial term ending at 2026 annual meeting, then three-year terms.
- Certain actions now require approval by majority of outstanding shares; direct actions barred for federal/state securities claims.
- Amended Bylaws set quorum at one-half outstanding shares and detail procedures for contested trustee elections.

## SEC filing metadata
- accession: 0001140361-24-014637
- form_type: 8-K
- cik: 0001901164
- company_name: T. Rowe Price OHA Select Private Credit Fund
- filed_at: 2024-03-21T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.25
- calibrated_materiality_score: 0.25
- confidence: high
- sec_items: 1.01, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1901164/000114036124014637/0001140361-24-014637-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1901164/000114036124014637/ef20024265_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-24-014637
- JSON: https://secwatch.observer/filing/0001140361-24-014637.json
- Plain text: https://secwatch.observer/filing/0001140361-24-014637.txt

## Key facts
- Governance Changes
  T. Rowe Price OHA Select Private Credit Fund: Amended the Bylaws to set quorum at one-half of outstanding shares and to provide procedures for contested trustee elections (effective 2024-03-20).
  - Change: bylaw amendment
  - Effective: 2024-03-20
  source text: On March 20, 2024 the Board adopted the Amended and Restated Bylaws (the “ Amended and Restated Bylaws ”), effective the same day, in response to comments issued by certain state securities regulators in connection with their review of the Offering. As amended, the Amended and Restated Bylaws (i) provide that one half of the outstanding shares of the Company (without regard to class or series) shall constitute a quorum; and (ii) provide that, in the event of a contested election in which a sufficient number of votes to elect a Trustee are not cast, the Company shall, within six (6) months of the meeting whereat the Company determined that the requisite vote had not been achieved, either (a) reconvene an adjourned meeting or (b) hold a special meeting of shareholders to vote on any Trustee who has retained their position as a result of the failure to achieve the requisite vote.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1901164/000114036124014637/0001140361-24-014637-index.htm
- Governance Changes
  T. Rowe Price OHA Select Private Credit Fund: Amended the Declaration of Trust to provide for staggered trustee terms, require shareholder approval for certain actions, and limit direct actions under federal or state securities laws (effective 2024-03-20).
  - Change: charter amendment
  - Effective: 2024-03-20
  source text: On March 20, 2024, the board of trustees of the Company (the “ Board ”) adopted the Second Amended and Restated Declaration of Trust of the Company (the “ Second Amended and Restated Declaration of Trust ”), effective the same day, in response to comments issued by certain state securities regulators in connection with their review of the Offering. As amended, the Second Amended and Restated Declaration of Trust provides, among other things, (i) that each trustee (“ Trustee ”) shall serve an initial term that shall expire at the annual meeting of shareholders held in 2026, and, following such initial term, at the annual meeting of shareholders held each third year thereafter, (ii) the Company will not permit the Adviser or the Board to take certain actions without approval of shareholders entitled to cast a majority of all votes entitled to be cast on a matter, and (iii) t he provisions regarding direct actions shall not apply to claims asserted under federal securities laws or state s
  evidence_url: https://www.sec.gov/Archives/edgar/data/1901164/000114036124014637/0001140361-24-014637-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.