TRANSFER AGENCY AND SERVICE AGREEMENT Between

Exhibit 99.(k)(2)

TRANSFER AGENCY AND SERVICE AGREEMENT

Between

▇. ▇▇▇▇ PRICE SERVICES, INC.

And

THE OHA FUNDS

TABLE OF CONTENTS

Article A	Terms of Appointment	2
Article B	Duties of Price Services	3
Article C	Fees and Expenses	7
Article D	Representations and Warranties of Price Services	7
Article E	Representations and Warranties of the Fund	8
Article F	Standard of Care/Indemnification	9
Article G	Dual Interests	11
Article H	Documentation	11
Article I	Recordkeeping/Confidentiality	12
Article J	Compliance with Governmental Rules and Regulations	13
Article K	Ownership of Software and Related Material	14
Article L	Quality Service Standards	14
Article M	As Of Transactions	14
Article N	Term and Termination of Agreement	18
Article O	Notice	19
Article P	Assignment	19
Article Q	Amendment/Interpretive Provisions	19
Article R	Further Assurances	20
Article S	Maryland Law to Apply	20
Article T	Merger of Agreement	20
Article U	Counterparts	20
Article V	The Parties	20
Article W	Captions	21
	SCHEDULE 1
	APPENDIX A

TRANSFER AGENCY AND SERVICE AGREEMENT

AGREEMENT made as of May 12, 2026, by and between ▇. ▇▇▇▇ PRICE SERVICES, INC., a Maryland corporation having its principal office and place of business at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (“Price Services”), and EACH FUND WHICH IS LISTED ON APPENDIX A (as such Appendix may be amended from time to time) and which evidences its agreement to be bound hereby by executing a copy of this Agreement (each such Fund individually hereinafter referred to as the “Fund” and collectively as the “Funds” whose definition may be found in Article V);

WHEREAS, the Fund desires to appoint Price Services as its transfer agent, dividend disbursing agent and agent in connection with certain other activities and Price Services desires to accept such appointment;

WHEREAS, Price Services represents that it is registered with the Securities and Exchange Commission (“SEC”) as a Transfer Agent under Section 17A of the Securities Exchange Act of 1934 (“‘34 Act”) and will notify each Fund promptly if such registration is revoked or if any proceeding is commenced before the SEC which may lead to such revocation;

WHEREAS, Price Services has the capability of providing transfer agent and shareholder services on behalf of the Funds;

WHEREAS, shareholders and third-party intermediaries such as banks, broker- dealers, registered investment advisers or other financial institutions (“Intermediary”) may maintain accounts directly on the books of the Funds (“Direct Accounts”) or through an account held and serviced through an Intermediary (“Indirect Accounts”);

WHEREAS, certain of the Funds may be underlying investment options of portfolios of College Savings Programs (“529 Plans”) and Price Services has the capability of providing services, on behalf of the Funds, for the accounts of individuals participating in these 529 Plans; and

WHEREAS, certain of the Funds may be investment options in individual retirement accounts and under various retirement plans including, but not limited to, SEP-IRAs, SIMPLE IRAs, 403(b) plans, individual 401(k) plans, and certain other retirement plans (collectively referred to as “Retirement Plans”) and Price Services has the capability of providing services, on behalf of the Funds, for the accounts of these Retirement Plans and participants participating in these Retirement Plans (“Plan Participants”) (collectively “Retirement Accounts”).

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

Terms of Appointment

Subject to the terms and conditions set forth in this Agreement, the Fund hereby employs and appoints Price Services to act, and Price Services agrees to act, as the Fund’s transfer agent, dividend disbursing agent and agent in connection with the Fund’s authorized and issued shares of its common stock or shares of beneficial interest (all such stock and shares to be referred to as “Shares”) and provide services to shareholders of the Fund, account owners of 529 Plans, Retirement Plans and Plan Participants and Intermediaries maintaining Direct Accounts, each as applicable (collectively “Shareholders”).

The parties to the Agreement hereby acknowledge that from time to time, Price Services and its affiliates may enter into contracts with Retirement Plans and/or their sponsors and the sponsors of 529 Plans for the provision of certain services to Retirement Accounts and account owners of 529 Plans.

In rendering the services required under this Agreement, Price Services may, consistent with applicable law, from time-to-time employ, delegate, or appoint an affiliated or unaffiliated party or person to carry out some or all of the services or obligations under this Agreement (collectively, “Service Providers”). Price Services shall remain liable to the Fund, and the Fund shall remain liable to Price Services, for the performance of such services and obligations provided by the Service Provider, in the same manner and to the extent as if Price Services were itself providing the services or obligations, to the extent specified in this Agreement.

Duties of Price Services

1. Services. Price Services agrees that it will perform the services set forth herein and on Schedule 1 of this Agreement, on behalf of the Fund, for Direct Accounts in accordance with all applicable rules and regulations, the Fund’s then-current prospectus and policies and procedures adopted by Price Services and the Fund (“Services”). Price Services will implement and maintain the personnel, facilities, systems, data storage and reporting necessary to perform such Services.

2. Agreements with Intermediaries. The Fund authorizes Price Services to enter into agreements with Intermediaries, which maintain and service Indirect Accounts, to carry out the following:

●

Orders. Process the purchase, sale, exchange, Fund repurchase offer and related repurchase request (including allocation of repurchased Shares relating to oversubscriptions), and transfer of Fund shares by shareholders (including Retirement Accounts and 529 Plans) and transmit and settle such orders to Price Services in accordance with procedures established by such agreement. Receipt of orders by the Intermediary in good order by the close of trading on the New York Stock Exchange (“NYSE”) on a day when the NYSE is open (or such other time as determined by the Fund) shall be deemed receipt by the Fund for that day’s net asset value to the extent permitted by Rule 22c-1 of the Investment Company Act of 1940 (“’40 Act”) and the agreement between Price Services and the Intermediary.

●

To comply with Rule 22c-2 of the ’40 Act. Enter into Shareholder Information Agreements, on behalf of the Fund, with Intermediaries who hold shares in omnibus accounts for purposes of compliance with Rule 22c-2 of the ’40 Act (“Shareholder Information Agreements”). Certain intermediaries may (i) enforce the Fund’s excessive trading policy, (ii) enforce an approved acceptable alternative excessive trading policy, or (iii) have accounts that are otherwise exempt from the Fund’s excessive trading policy. Price Services, or its agent, shall monitor the Intermediary’s omnibus accounts for certain trading activity in accordance with the Fund’s excessive trading procedures and when certain activity is identified, pursuant to the Shareholder Information Agreement, Price Services, or its agent, shall request from the Intermediary personal and transaction data related to the Indirect Account. Alternatively, Price Services, or its agent, will request and receive regular periodic reporting from Intermediaries of Indirect Account identifying personal and transaction data. Once received, Price Services, or its agent, will review the data to determine if the Fund’s excessive trading policy has been violated. Pursuant to the terms of the Shareholder Information Agreement, if Price Services, or its agent, determines that the Fund’s policy has been violated, Price Services, or its agents, shall instruct the Intermediary to restrict or prohibit future purchases of Fund shares by Indirect Account holders (or warn these Indirect Account holders when appropriate) identified by Price Services or its agent as having violated the Fund’s excessive trading policy.

●

Fee Payments. Certain Funds may institute a program whereby each may, in its discretion, pay an Intermediary or a Retirement Plan a fee to compensate the third party providing certain services in accordance with the Fund’s Administrative Fee Payment (“AFP”) Program, 12b- 1 Plan, or Shareholder Servicing and Distribution Plan (collectively, “Fee Payments”), as applicable. To the extent a Fund adopts a Fee Payments program, the Fund agrees to promptly: (i) provide Price Services a copy of such AFP Program, 12b-1 Plan, and/or Shareholder Servicing and Distribution Plan, as applicable, and (ii) notify Price Services of any changes made to such Fee Payments program. Each such Fund authorizes Price Services or its affiliate to enter into, on its behalf, agreements with such Intermediaries for payments in consideration of such Intermediary’s performance of certain services in accordance with the Fund’s AFP Program or Shareholder Servicing and Distribution Plan, as applicable. Any payments owed under Fee Payment agreements shall be the obligation of the applicable Fund, not Price Services or its affiliates. Price Services or its affiliate shall also act as paying agent for such Fee Payments.

3. Anti-Money Laundering Program. The Fund authorizes Price Services to perform, on behalf of the Fund, Services to comply with the Bank Secrecy Act, USA PATRIOT Act, and other applicable Anti-Money Laundering (“AML”) laws and regulations in accordance with the AML program adopted by the Fund, including the Fund’s Customer Identification Program, as applicable. Price Services shall maintain policies and procedures, and related internal controls, which are consistent with such AML program. Price Services will also maintain policies and procedures to comply with economic sanction programs administered by the U.S. Treasury Department’s Office of Foreign Asset Control (“OFAC”), including checking Shareholder names against the OFAC list of sanctioned persons. Price Services is authorized to take, on behalf of the Fund, any action permitted by law and in accordance with the Fund’s AML program in carrying out its responsibilities under the Fund’s AML program or OFAC policy, including rejecting purchases, freezing Shareholder accounts, restricting certain services, or closing Shareholder accounts if (a) suspicious activity is detected, (b) it is unable to verify the identity of a Shareholder, or (c) a Shareholder matches a government list of known or suspected suspicious persons.

4. Privacy of Consumer Financial Information and Safeguarding Personal Information. The Fund authorizes Price Services to perform, on behalf of the Fund, Services to comply with the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and Regulation S-P, including but not limited to safeguarding customer information and administration of an incident response program in accordance with Regulation S-P policies and procedures adopted by the Fund (“Regulation S-P Framework”). Price Services shall maintain policies and procedures, and related internal controls, which are consistent with such Regulation S-P Framework. The Fund designates Price Services as an authorized recipient of any notice of breach in security provided by a service provider under Regulation S-P in accordance with the Fund’s Regulation S-P Framework.

5. Bank Accounts. The Fund authorizes Price Services to establish one or more bank accounts in its name or in the name of the Fund for the purpose of providing Services under this Agreement and, where applicable, may invest balances in such accounts in overnight repurchase agreements or money market funds. The Fund acknowledges that monies held for the benefit of a Fund may be held in an account with monies held for other funds, provided, however, that in all cases Price Services shall keep records in the ordinary course of business as to the individual amounts held for the benefit of each Fund individually, as applicable.

Fees and Expenses

For the Services performed as described hereunder and on Schedule 1 of this Agreement, the Fund shall pay such fees and expenses as mutually agreed upon by the parties as set forth in a Fee Schedule between the parties.

Representations and Warranties of Price Services

Price Services represents and warrants to the Fund that:

1. It is a corporation duly organized and existing and in good standing under the laws of Maryland;

2. It is empowered under applicable laws and by its charter and by-laws to enter into and perform this Agreement;

3. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement;

4. It is registered with the SEC as a Transfer Agent pursuant to Section 17A of the ‘34 Act; and

5. It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

Representations and Warranties of the Fund

Each Fund represents and warrants to Price Services that:

1. It is a statutory trust established under the laws of Delaware;

2. It is empowered under applicable laws and by its Declaration of Trust and By-Laws to enter into and perform this Agreement;

3. All proceedings required by said Declaration of Trust and By- Laws have been taken to authorize it to enter into and perform this Agreement;

4. It is a closed-end management investment company registered under the ’40 Act; and

5. With respect to Funds that are available for sale through a public offering, a registration statement under the ‘33 Act is currently effective and will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of the Fund being offered for sale.

Standard of Care/Indemnification

Notwithstanding anything to the contrary in this Agreement:

1. Price Services shall not be liable to any Fund for any act or failure to act by it or its Service Providers on behalf of the Fund in carrying or attempting to carry out the terms and provisions of this Agreement provided Price Services and its Service Providers have acted in good faith and without negligence or willful misconduct.

2. The Fund shall indemnify and hold Price Services, and its affiliates, harmless from and against all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by Price Services resulting from: (i) any action or omission by Price Services or its Service Providers in the performance of their duties hereunder; (ii) Price Services acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Services acting upon information provided by the Fund under policies agreed to by Price Services and the Fund. Price Services shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Services or its Service Providers.

3. Except as provided in Article M of this Agreement, Price Services shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Services or its Service Providers. The Fund shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of such Fund or its service providers; unless such negligence or misconduct is attributable to Price Services or its Service Providers.

4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes.

5. In order that the indemnification provisions contained in this Article F shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent.

6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement.

Dual Interests

It is understood that some person or persons may be directors, officers, or shareholders of both the Fund and Price Services (including Price Services’ affiliates), and that the existence of any such dual interest shall not affect the validity of this Agreement or of any transactions hereunder except as otherwise provided by a specific provision of applicable law.

Documentation

As requested by Price Services, the Fund shall promptly furnish to Price Services the following:

1. A certified copy of the resolution of the Board of Directors or Board of Trustees, as applicable, of the Fund (“Board”) authorizing the appointment of Price Services and the execution and delivery of this Agreement;

2. A copy of the Articles of Incorporation or Declaration of Trust, as applicable, and By-Laws of the Fund and all amendments thereto;

3. Information with respect to the validity of the Shares, the number of Shares authorized, the status of redeemed or repurchased Shares, as applicable, and the number of Shares with respect to which a Registration Statement has been filed and is in effect, each resolution of the Board authorizing the original issue of its Shares;

4. A copy of the Fund’s current prospectus and shareholder reports issued by the Fund;

5. Each Registration Statement filed with the SEC and amendments and orders thereto in effect with respect to the sale of Shares with respect to the Fund;

6. Certified copies of each vote of the Board authorizing officers to give instructions to the Transfer Agent; and

7. Such other documents or opinions which Price Services, in its discretion, may reasonably deem necessary or appropriate in the proper performance of its duties.

The delivery of any such document to either party hereto for the purpose of any other agreement to which the Fund and Price Services are or were parties shall be deemed to be delivery for the purposes of this Agreement.

Price Services hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Fund for safekeeping of check forms and signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such forms and devices.

Recordkeeping/Confidentiality

1. Price Services shall keep records relating to the Services to be performed hereunder, in the form and manner as it may deem advisable, provided that Price Services shall keep all records in such form and in such manner as required by applicable law.

2. Price Services and the Fund agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except: (a) after prior notification to and approval in writing by the other party hereto, which approval shall not be unreasonably withheld and may not be withheld where Price Services or the Fund may be exposed to civil or criminal contempt proceedings for failure to comply; (b) when requested to divulge such information by duly constituted governmental authorities; or (c) after so requested by the other party hereto.

Without limiting the foregoing, Price Services has implemented, and will maintain during the term of this Agreement, reasonable measures designed to (i) ensure the security and confidentiality of identifying information concerning Shareholders, (ii) use such information to provide the Services hereunder, (iii) protect against any anticipated threats or hazards to the security or integrity of such information, (iv) protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to the subject of such information, and (v) ensure appropriate disposal of such information, to the extent such information is being disposed of by Price Services.

Compliance with Governmental Rules and Regulations

Except as otherwise provided in the Agreement and except for the accuracy of information furnished to the Fund by Price Services, each Fund assumes full responsibility for the preparation, contents and distribution of its prospectuses and compliance with all applicable requirements of the ’40 Act, the ‘34 Act, the ‘33 Act, and any other laws, rules and regulations of governmental authorities having jurisdiction over the Fund. Price Services shall be responsible for complying with all laws, rules and regulations of governmental authorities having jurisdiction over transfer agents and their activities, as applicable, and cooperating with respect to examinations and requests from such governmental authorities.

Ownership of Software and Related Material

All hardware, software, data stores, written procedures, intellectual capital, and similar items used by Price Services in performance of the Agreement shall, as between the Fund and Price Services, be the property of Price Services and will not become the property of the Fund.

Quality Service Standards

Price Services and the Fund may from time to time agree to certain quality service standards, as well as incentives and penalties with respect to Price Services’ Services hereunder.

As Of Transactions

For purposes of this Article M, the term “As Of Transaction” shall mean any single or “related transaction” (as defined below) involving the purchase or redemption of Shares (including exchanges) that is processed at a time other than the time of the computation of the Fund’s net asset value per share next computed after receipt of any such transaction order by Price Services due to an act or omission of Price Services. “As Of Processing” refers to the processing of these As Of Transactions. All As Of Processing may only be performed in accordance with the requirements of Rule 22c-1 of the ’40 Act. Price Services is responsible for monitoring As Of Transaction procedures that set forth the circumstances under which As Of Transactions are permitted. If more than one As Of Transaction (“Related Transaction”) in the Fund is caused by or occurs as a result of the same act or omission, such transactions shall be aggregated with other transactions in the Fund and be considered as one As Of Transaction.

Reporting

Price Services shall:

Have procedures in place to identify all As Of Transactions, and shall compute the net effect of such As Of Transactions upon the Fund on a daily, monthly and rolling 365-day basis. The monthly and rolling 365-day periods are hereafter referred to as “Cumulative.”

Supply to the Fund, from time to time as mutually agreed upon, a report summarizing the As Of Transactions and the daily and Cumulative net effects of such As Of Transactions both in terms of the aggregate dilution or loss (“Loss”) or gain (“Gain”) experienced by the Fund, and the impact such Gain or Loss has had upon the Fund’s net asset value per share.

With respect to any As Of Transaction which causes a Loss to the Fund of $100,000 or more (unless Price Services fully compensates the Fund for such Loss), Price Services shall provide the Fund: (i) a report identifying the As Of Transaction and the Loss resulting therefrom, (ii) the reason such As Of Transaction was processed and (iii) the action Price Services has or intends to take to prevent the reoccurrence of such As Of Processing.

Liability

It will be the normal practice of the Fund not to hold Price Services liable with respect to any As Of Transaction that causes a Loss to any single Fund of less than $25,000. Price Services will, however, closely monitor for each Fund the daily and Cumulative Gain/Loss that is caused by As Of Transactions of less than $25,000. When the Cumulative Loss to any Fund exceeds 3/10 of 1% net asset value per share, Price Services, in consultation with counsel to the Fund, will make appropriate inquiry to determine whether it should take any remedial action. Price Services will report to the Board, as appropriate, any such remedial action it has taken.

Where an As Of Transaction causes a Loss to a Fund equal to or greater than $25,000 (“Significant As Of Transaction”) but less than $100,000, if Price Services does not reimburse the Fund for the Loss, Price Services will review with Counsel to the Fund the circumstances surrounding the Significant As Of Transaction to determine whether the Significant As Of Transaction was caused by or occurred as a result of a negligent act or omission by Price Services. If it is determined that the Loss is not the result of a negligent action or omission by Price Services, Price Services and outside counsel for the Fund will negotiate settlement. Significant As Of Transactions causing a Loss to the Fund that are not reimbursed by Price Services will be reported to the Audit Committee of the Board at least annually. Any Significant As Of Transaction, however, causing a Loss in excess of the lesser of $100,000 or a ▇▇▇▇▇ per share that is not reimbursed by Price Services will be reported to the Board as soon as reasonably practicable. Settlement for Significant As Of Transactions causing a Loss of $100,000 or more will not be entered into until approved by the Board. For Related Transactions involving Funds with more than one class, the amount of Gain or Loss resulting from an As Of Transaction shall be determined for each class; provided, however, that for purposes of determining Price Services’ liability for reimbursement of a Loss to any class, Gains in one class may be used to offset Losses in another class of the same Fund. Any net Gains remaining after offsetting a loss in one or more classes, as well as aggregate Gains from a Significant As Of Transaction causing a Gain of a ▇▇▇▇▇ or more per share in a class, will be allocated ratably to all of the classes in the affected Fund.

The factors to consider in making any determination regarding the settlement of a Significant As Of Transaction would include but not be limited to:

Procedures and controls adopted by Price Services to prevent As Of Transactions;

ii.

Whether such procedures and controls were being followed at the time of the Significant As Of Transaction;

iii.

The volume of all transactions processed by Price Services on the day of the Significant As Of Transaction;

iv.

The number of As Of Transactions processed by Price Services during prior relevant periods, and the net Gain/Loss as a result of all such As Of Transactions to the Fund and to all other Funds; and

The prior response of Price Services to recommendations made by the Fund regarding improvement to Price Services’ As Of Transaction procedures.

Notwithstanding the above, Price Services may require its Service Providers to reimburse the Fund for losses of amounts less than the thresholds identified above.

As Of Transactions – Intermediaries

If an As Of Transaction is performed by an Intermediary designated by the Fund to receive orders for Fund Shares, Price Services shall cause such Intermediary to promptly reimburse the Fund for any Loss caused by such As Of Transaction; provided, however, Price Services shall not be obligated to seek reimbursement from such Intermediary if the Loss to the Fund is less than an amount agreed upon between Price Services and the Fund. The Fund shall keep any Gains caused by such As Of Transactions.

Term and Termination of Agreement

1. This Agreement shall run for a period of one (1) year from the date first written above and will be renewed from year to year thereafter unless terminated by either party as provided hereunder.

2. This Agreement may be terminated by the Fund upon one hundred twenty (120) days’ written notice to Price Services; and by Price Services, upon three hundred sixty-five (365) days’ written notice to the Fund.

3. Upon termination hereof, the Fund shall pay to Price Services such compensation as may be due as of the date of such termination, and shall likewise reimburse for out-of-pocket expenses related to its Services hereunder.

Notice

Any notice as required by this Agreement shall be sufficiently given (i) when sent to an authorized person of the other party in writing, which may be electronic; or (ii) as otherwise agreed upon by appropriate officers of the parties hereto.

Assignment

Neither this Agreement nor any rights or obligations hereunder may be assigned either voluntarily or involuntarily, by operation of law or otherwise, by either party without the prior written consent of the other party, provided this shall not preclude Price Services from employing such Service Providers as it deems appropriate to carry out its obligations set forth hereunder.

Amendment/Interpretive Provisions

The parties by mutual written agreement may amend this Agreement at any time. In addition, in connection with the operation of this Agreement, Price Services and the Fund may agree from time to time on such provisions interpretive of or in addition to the provisions of this Agreement as may, in their joint opinion, be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions are to be signed by all parties and annexed hereto, but no such provision shall contravene any applicable federal or state law or regulation and no such interpretive or additional provision shall be deemed to be an amendment of this Agreement.

Further Assurances

Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.

Maryland Law to Apply

This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of Maryland.

Merger of Agreement

This Agreement, including the attached Appendices and Schedules, supersedes any prior agreement with respect to the subject hereof, whether oral or written.

Counterparts

This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instruments. The parties agree that the executed signature page may be delivered using PDF format or similar file type transmitted via email, e-signature technology or other similar means, all having the same legal effect as delivery of an original signed copy of this Agreement.

The Parties

All references herein to “the Fund” are to each of the Funds listed on Appendix A individually, as if this Agreement were between such individual Fund and Price Services. In the case of a series Fund or a separate class of shares, all references to “the Fund” are to the individual series, portfolio or class of such Fund on behalf of the individual series, portfolio or class as appropriate. Any reference in this Agreement to “the parties” shall mean Price Services and such other individual Fund as to which the matter pertains.

Captions

The captions in the Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf under their seals by and through their duly authorized officers.

▇. ▇▇▇▇ PRICE SERVICES, INC.		FUNDS

By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇	By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇

Name:	▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇	Name:	▇▇▇▇▇ ▇▇▇▇▇▇▇▇

Title:	Vice President	Title:	Secretary

SCHEDULE 1

Price Services agrees that it will perform applicable Services on behalf of the Fund for Direct Accounts in accordance with procedures developed and maintained by Price Services, all applicable laws and the Fund’s then-current prospectus. Such Services include, but are not limited to, the following:

Establishing Shareholder and Intermediary accounts

Processing purchase, redemption and exchange orders

Processing repurchase offers and related repurchase requests

Performing repurchase calculations relating to repurchase oversubscriptions in accordance with Fund instructions

Receiving and disbursing settlement proceeds

Processing fund mergers and reorganizations

Processing transfer of ownership orders

Processing maintenance requests on Shareholder accounts

Processing adjustments in Shareholder accounts and monitoring and reporting ▇▇▇▇▇ and Losses resulting from As Of Transactions

Processing dividends, distributions and other Fund corporate actions for Shareholder accounts

Responding to Shareholder correspondence

Preparing and delivering confirmations and statements to Shareholders

Oversight of the delivery of prospectuses, shareholder reports and other required mailings to Shareholders

Maintaining books and records for the Fund

Recording authorized issued and outstanding Shares

Performing bank reconciliation process

Coordinating with Independent Public Accountants for reviews and audits

Maintaining and providing information necessary for the completion of required regulatory filings

Furnishing Blue Sky and other information to the Fund

Developing, implementing and maintaining systems, policies and procedures designed to prevent unauthorized access to Shareholder accounts and Shareholder information

Performing functions for compliance with the Fund’s Anti-Money Laundering, OFAC and Identity Theft Program

S-1

Performing functions for compliance with the Fund’s Regulation S-P Framework

Maintaining and testing of business continuity plan

Developing, implementing and maintaining policies and procedures to comply with new and existing regulations, as applicable

Oversight of third-party service providers

Performing such other services as mutually agreed upon by the parties

S-2

APPENDIX A

OHA Direct Credit Fund*

* Fund does not have a registration statement under the ’33 Act.

A-1

TRANSFER AGENCY AND SERVICE AGREEMENT Between

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