OHA Direct Credit Fund Amends Exemption Application

TL;DR

**OHA Direct Credit Fund just amended its regulatory exemption application, watch for details on operational changes.**

AI Summary

OHA DIRECT CREDIT FUND, along with OHA Private Credit Advisors II, L.P. and T. ROWE PRICE INVESTMENT SERVICES, INC., filed an amendment to their application for exemption under the Investment Company Act of 1940 on March 24, 2026. This filing, identified by File No. 812-15963, indicates a request for specific regulatory relief, likely to allow them to operate with more flexibility than typically permitted for investment companies. For investors, this matters because such exemptions can impact the fund's operational structure, investment strategies, and ultimately, its risk profile and potential returns, making it crucial to understand the nature of the requested relief.

Why It Matters

This amendment could alter how OHA DIRECT CREDIT FUND operates, potentially affecting its investment strategies and the level of regulatory oversight, which directly impacts investors' risk and return expectations.

Risk Assessment

Risk Level: medium — The filing of an amendment to an exemption application introduces uncertainty regarding the fund's future operational framework and regulatory status, which could impact investment risk.

Analyst Insight

Investors should monitor future SEC communications regarding File No. 812-15963 to understand the specific exemptions granted and their potential impact on OHA DIRECT CREDIT FUND's operations and investment strategy.

Key Numbers

• 812-15963 — File Number (Identifies the specific application for exemption under the Investment Company Act of 1940 for OHA DIRECT CREDIT FUND.)
• 2026-03-24 — Filing Date (The date the amendment to the application for exemption was filed and accepted by the SEC.)
• 0002097023 — CIK (Central Index Key for OHA DIRECT CREDIT FUND, used to identify its filings with the SEC.)
• 186740 — Document Size (Size in bytes of the 'AMENDMENT TO FORM 40-APP' document, indicating the length of the filing.)

Key Players & Entities

• OHA DIRECT CREDIT FUND (company) — Filer of the 40-APP/A amendment
• OHA Private Credit Advisors II, L.P. (company) — Co-filer of the 40-APP/A amendment
• T. ROWE PRICE INVESTMENT SERVICES, INC. (company) — Co-filer of the 40-APP/A amendment
• March 24, 2026 (date) — Filing and acceptance date of the 40-APP/A amendment
• 812-15963 (dollar_amount) — File number for OHA DIRECT CREDIT FUND's application

Forward-Looking Statements

• The SEC will likely review the requested exemptions to ensure they align with investor protection principles. (SEC) — high confidence, target: 2026-06-24
• The outcome of this exemption application could influence OHA DIRECT CREDIT FUND's future investment product offerings. (OHA DIRECT CREDIT FUND) — medium confidence, target: 2027-03-24

FAQ

Filing Documents

• oha-40appa_032426.htm (40-APP/A) — 182KB
• 0001999371-26-006813.txt ( ) — 185KB

From the Filing

TO FORM 40-APP File No. 812-15963 UNITED STATES OF AMERICA BEFORE THE U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 to the Application Pursuant to Sections 6(c) and 23(c)(3) of the Investment Company Act of 1940 (the “Act”) for an Order Granting Certain Exemptions from the Provisions of Rule 23c-3 thereunder In the Matter of the Application of: OHA DIRECT CREDIT FUND OHA PRIVATE CREDIT ADVISORS II, L.P. T. ROWE PRICE INVESTMENT SERVICES, INC. 1 Vanderbilt Avenue, 16th Floor New York, NY 10017 All Communications, Notices and Orders to: Grove Stafford, Esq. OHA Private Credit Advisors II, L.P. 1 Vanderbilt Avenue, 16th Floor New York, NY 10017 Telephone: (212) 326-1500 With copies to: Jonathan Gaines, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 T: (212) 455-3974 Page 1 of 15 sequentially numbered pages (including exhibits) Table of Contents I. THE PROPOSAL 3 II. 4 A. The Fund 4 B. The Adviser 4 C. The Distributor 5 D. Other Requirements for a Rule 23c-3 Fund 5 III. EXEMPTIONS REQUESTED 7 IV. COMMISSION AUTHORITY 7 V. DISCUSSION 7 A. Background 7 B. Monthly Repurchases 9 VI. APPLICANTS CONDITIONS 10 VII. CONCLUSION 11 I. THE PROPOSAL OHA Direct Credit Fund (the “Fund”) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “Act”), as a non-diversified, closed-end management investment company that will be operated as an interval fund. The Fund is advised by OHA Private Credit Advisors II, L.P. (“OHA” or the “Adviser”). T. Rowe Price Investment Services, Inc. (the “Distributor”) is the principal underwriter and distributor of the Fund’s shares. Shares of the Fund are not registered under the Securities Act of 1933, as amended (“1933 Act”) and are not available for public purchase. The Fund, the Adviser, and the Distributor are referred to herein as the “Applicants.” The Applicants hereby seek an order (the “Order”) from the U.S. Securities and Exchange Commission (the “Commission” or the “SEC”) pursuant to Sections 6(c) and 23(c)(3) of the Act for an exemption from certain provisions of Rule 23c-3 under the Act to permit the Fund to make repurchase offers to its common shareholders every month and to provide notification to its common shareholders of an upcoming repurchase offer no less than seven and no more than fourteen calendar days in advance of the repurchase request deadline. Applicants request that the Order also apply to any registered closed-end management investment company that has been previously organized or that may be organized in the future for which the Adviser, or any entity controlling, controlled by, or under common control with the Adviser, or any successor in interest to any such entity, 1 acts as an investment adviser, and which operates as an interval fund pursuant to Rule 23c-3 under the Act (each a “Future Fund” and, together with the Fund, the “Funds”). Any of the Funds relying on this relief in the future will do so in compliance with the terms and conditions of this application (the “Application”). Applicants represent that each entity presently intending to rely on the requested relief is listed as an Applicant. Unless otherwise provided relief, the Fund will comply with all other provisions of Rule 23c-3. Terms as used in this Application that are defined in Rule 23c-3 have the same meaning as they are given in Rule 23c-3. 1 A successor in interest is limited to an entity that results from reorganization into another jurisdiction or a change in the type of business organization. 3 II. A. The Fund The Fund is a Delaware statutory trust that is registered under the Act as a non-diversified closed-end management investment company that is or will be operated as an interval fund pursuant to Rule 23c-3 under the Act. The Fund’s investment objective is to produce current income. The Fund seeks to achieve its investment objective by opportunistically allocating its assets across a wide range of credit strategies. Common shares of the Fund are offered on a continuous basis at net asset value per share, are not offered or traded in the secondary market and are not listed on any exchange or quoted on any quotation medium. Shares of the Fund are not registered under the 1933 Act and are not available for public purchase. The Fund is only available to funds managed by T. Rowe Price Associates, Inc., (“T. Rowe Price”), including, but not limited to, open-end registered investment companies; advisory clients of T. Rowe Price, the Adviser or an affiliate; and certain unaffiliated funds that are exempt from registration under the 1940 Act and held solely by collective investment trusts spons

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View this 40-APP/A filing on SEC EDGAR