U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
Application for an Order to Amend a Prior Order UNDER
SECTIONS 17(d) AND 57(i) OF THE INVESTMENT COMPANY ACT OF
1940 AND RULE 17d-1 UNDER THE INVESTMENT COMPANY ACT OF 1940 TO
PERMIT CERTAIN JOINT TRANSACTIONS OTHERWISE PROHIBITED BY SECTIONS
17(d) AND 57(a)(4) OF THE INVESTMENT COMPANY ACT OF 1940
AND RULE 17d-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
In the Matter of the Application of:
Owl Rock Capital
CorpORATION, Owl Rock Capital CorpORATION II, Owl Rock Capital
CorpORATION III, Owl Rock Core Income Corp., Owl Rock Technology
Finance Corp., Owl Rock Technology Finance Corp. II, Owl Rock
Technology Income Corp., Owl Rock Capital Advisors LLC, Owl Rock
Technology Advisors LLC, Owl Rock Technology Advisors II LLC, Owl
Rock Capital Private Fund Advisors LLC, Owl Rock Diversified
Advisors LLC, Owl Rock First Lien Master Fund, L.P., Owl Rock First
Lien Sub-Master Fund 2, L.P., Owl Rock First Lien Sub-Master Fund
Zero, L.P., Parliament Funding I LLC, Owl Rock First Lien Master
Fund II, L.P., Owl Rock Diversified Lending 2020 Master Fund, L.P.,
Owl Rock Unlevered Diversified Lending 2020 Master Fund L.P., Owl
Rock Unlevered Diversified Lending Sub-Master Fund 1, L.P., Owl
Rock Unlevered Diversified Lending Sub-Master Fund 2, L.P.,
Parliament Funding III LLC, Owl Rock US Direct Lending SMA 2019 LP,
OR Opportunistic DL (C), L.P., Owl Rock Opportunistic Master Fund
I, L.P., Owl Rock Opportunistic Master Fund II, L.P, OR
Opportunistic I (H), L.P., Owl Rock Access Fund, L.P., OR
Opportunistic Co-Invest II (A), L.P., ORO II MASTER FUND I, L.P.,
ORO II MASTER FUND II, L.P., OR LENDING LLC, ORCC FINANCING II LLC,
ORCC FINANCING III LLC, ORCC FINANCING IV LLC, OWL ROCK CLO I, LLC,
OWL ROCK CLO I, LTD, OWL ROCK CLO II, LLC, OWL ROCK CLO II, LTD,
OWL ROCK CLO III, LTD, OWL ROCK CLO IV, LTD, OWL ROCK CLO V, LTD,
OWL ROCK CLO VI, LTD, OR AH I LLC, OR DH I LLC, OR GH I LLC, OR MH
I LLC, OR HH I LLC, OR HEH I LLC, OR PCF I LLC, ORCC BC 2 LLC, ORCC
BC 3 LLC, ORCC BC 4 LLC, ORCC BC 5 LLC, ORCC BC 6 LLC, ORCC BC 7
LLC, ORCC BC 8 LLC, OR ATLANTA MH LLC, OR GARDEN STATE MH LLC, OR
JEMICO MH LLC, OR LONG ISLAND MH LLC, OR MIDWEST MH LLC, OR TORONTO
MH LLC, OR LENDING II LLC, ORCC II FINANCING LLC, ORCC II FINANCING
II LLC, OR DH II LLC, OR MH II LLC, OR HH II LLC, OR HEH II LLC, OR
Long Island MH II LLC, OR Garden State MH II LLC, OR Toronto MH II
LLC, OR Midwest MH II LLC, OR Jemico MH II LLC, OR Atlanta MH II
LLC, OR PCF II LLC, OR GH II LLC, OR AH II LLC, ORCC II BC 2 LLC,
ORCC II BC 3 LLC, ORCC II BC 4 LLC, ORCC II BC 5 LLC, ORCC II BC 6
LLC, ORCC II BC 7 LLC, ORCC II BC 8 LLC, OR LENDING III LLC, ORCC
III FINANCING LLC, ORCC III FINANCING II LLC, OR PCF III LLC, OR AH
III LLC, ORCC III BC 2 LLC, ORCC III BC 3 LLC, ORCC III BC 4 LLC,
ORCC III BC 5 LLC, ORCC III BC 6 LLC, ORCC III BC 7 LLC, ORCC III
BC 8 LLC, ORCIC AH LLC, ORCIC BC 2 LLC, ORCIC BC 3 LLC, ORCIC BC 4
LLC, ORCIC BC 5 LLC, ORCIC BC 6 LLC, OR Lending IC LLC, ORCIC PCF
LLC, Core Income Funding I LLC, Core Income Funding II LLC, Core
Income Funding III LLC, Core Income Funding IV LLC, OR TECH LENDING
LLC, OR TECH FINANCING I LLC, OWL ROCK TECHNOLOGY FINANCING 2020-1,
OWL ROCK TECHNOLOGY FINANCING 2020-1 LLC, ORTF FUNDING I LLC, ORT
KB LLC, ORTF BC 1 LLC, ORTF BC 2 LLC, ORTF BC 3 LLC, ORTF BC 4 LLC,
OR TECH LENDING II LLC, ORTF II BC 1 LLC, ORTF II BC 2 LLC, OR Tech
LENDING IC LLC, ORTIC BC 1 LLC, ORTIC BC 2 LLC, TECH INCOME FUNDING
I LLC, ORCIC BC 7 LLC, ORCIC BC 8 LLC, ORCIC BC 9 LLC and OWL ROCK
CLO VII LLC
399 Park Avenue, 38th Floor
New York, NY 10022
All Communications,
Notices and Orders to:
Neena Reddy
Vice President and Secretary
Owl Rock Capital Corporation
399 Park Avenue, 38th Floor
New York, NY 10022
(212) 419-3000
neena.reddy@blueowl.com
Copies to:
Cynthia M. Krus, Esq.
Anne G. Oberndorf, Esq.
Eversheds Sutherland (US) LLP
700 Sixth Street, NW, Suite 700
Washington, DC 20001-3980
(202) 383-0100
May 24, 2022
INTRODUCTION
A. Summary of Application
On February 7, 2017, the Securities and Exchange Commission
(the “Commission”) issued an order under Sections 17(d) and
57(i) of the Investment Company Act of 1940, as amended (the
“1940 Act”),1 and Rule 17d-1 thereunder, permitting
certain joint transactions otherwise prohibited by Sections
17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1
thereunder, as described more fully therein (the “Prior
Order”).2 The Prior Order permits certain business
development companies and closed-end management investment
companies to co-invest in portfolio companies with each other and
with affiliated investment entities.
The Applicants (defined below) hereby seek an amended order (the
“Amended Order”) from the Commission under
Section 57(i) of the 1940 Act, and Rule 17d-1
thereunder to amend the term “Follow-On Investment” to mean
(i) with respect to a Regulated Fund, an additional investment
in the same issuer in which the Regulated Fund is currently
invested; or (ii) with respect to an Affiliated Fund,
(X) an additional investment in the same issuer in which the
Affiliated Fund and at least one Regulated Fund are currently
invested; or (Y) an investment in an issuer in which at least
one Regulated Fund is currently invested but in which the
Affiliated Fund does not currently have an investment.
B. Applicants
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Owl Rock Capital
Corporation (“ORCC”), a Maryland corporation that has elected to be
regulated as a business development company (“BDC”) under the 1940
Act. The investment adviser to ORCC is ORCA (as defined
below). |
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Owl Rock Capital
Corporation II (“ORCC II”), a Maryland corporation that has elected
to be regulated as a BDC under the 1940 Act. The investment adviser
to ORCC II is ORCA. |
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• |
Owl Rock Capital
Corporation III (“ORCC III”), a Maryland corporation that has
elected to be regulated as a BDC under the 1940 Act. The investment
adviser to ORCC III is ORDA (as defined below). |
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• |
Owl Rock Core Income
Corp. (“ORCIC”), a Maryland corporation that has elected to be
regulated as a BDC under the 1940 Act. The investment adviser to
ORCIC is ORCA. |
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• |
Owl Rock Technology Finance Corp. (“ORTF”), a Maryland corporation that has elected to
be regulated as a BDC under the 1940 Act. The investment adviser to
ORTF is ORTA (as defined below). |
1
Unless otherwise indicated, all section and rule references herein
are to the 1940 Act and rules promulgated thereunder.
2
See Owl Rock Capital Corporation, et al. (File No. 812-14568)
Investment Company Act Rel. Nos. 32422 (January 11, 2017) (notice)
and 32469 (February 7, 2017) (order).
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Owl Rock Technology Finance Corp. II (“ORTF II”), a
Maryland corporation that has
elected to be regulated as a BDC under the 1940 Act. The investment
adviser to ORTF II is ORTA II (as defined below). |
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• |
Owl Rock Technology Income Corp. (“ORTIC” and, together with
ORCC, ORCC II, ORCC III, ORCIC, ORTF and ORTF II, the “Existing
Regulated Funds”), a Maryland corporation that has elected to be
regulated as a BDC under the 1940 Act. The investment adviser
to ORTIC is ORTA II. |
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Owl Rock Capital Advisors LLC (“ORCA”), a Delaware limited
liability company that serves as the investment adviser to ORCC,
ORCC II, ORCIC and certain Existing Affiliated Funds on behalf of
itself and its successors.3
ORCA is an investment adviser registered under the Investment
Advisers Act of 1940, as amended (the “Advisers Act”). |
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Owl Rock Diversified Advisors LLC (“ORDA”), a Delaware limited
liability company that serves as the investment adviser to ORCC III
and certain Existing Affiliated Funds (as defined below) on behalf
of itself and its successors. ORDA is an investment adviser
registered under the Advisers Act. |
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Owl Rock Technology Advisors LLC (“ORTA”), a Delaware limited
liability company that serves as the investment adviser to ORTF on
behalf of itself and its successors. ORTA is an investment adviser
registered under the Advisers Act. |
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Owl Rock Technology Advisors II LLC (“ORTA II”), a Delaware
limited liability company that serves as the investment adviser to
ORTF II and ORTIC on behalf of itself and its successors. ORTA II
is an investment adviser registered under the Advisers Act. |
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Owl Rock Capital Private Fund Advisors LLC (“ORCPFA”, and
together with ORCA, ORDA, ORTA and ORTA II, the “Existing
Advisers”), a Delaware limited liability company that serves as the
investment advisor to certain of the Existing Affiliated Funds, on
behalf of themselves and their successors. ORCPFA is an investment
adviser registered under the Advisers Act. All of the Existing
Advisers are under common control. |
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Certain vehicles (as identified on Schedule A hereto)
(the “Existing Wholly-Owned Subsidiaries”), each of which is a
separate and distinct legal entity and each of which is a
Wholly-Owned Investment Sub (as defined in the Prior Order) of the
Existing Regulated Funds. |
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• |
Certain existing affiliated funds (as identified on Schedule
B hereto), each of which is a separate and distinct legal
entity and each of which would be an investment company but for
Section 3(c)(7) of the 1940 Act (the “Existing Affiliated
Funds” and collectively with the Existing Regulated Funds, the
Existing Advisers and the Existing Wholly-Owned Subsidiaries, the
“Applicants”). |
3
The term successor, as
applied to each Adviser, means an entity which results from a
reorganization into another jurisdiction or change in the type of
business organization.
All Applicants are eligible to rely on the Prior
Order.4
C. Defined Terms
Except as stated herein, defined terms used in this application
(the “Application”) have the same meanings provided in the
application for the Prior Order, as amended and restated (the
“Prior Application”)5.
“Follow-On Investment” means (i) with respect to a Regulated
Fund, an additional investment in the same issuer in which the
Regulated Fund is currently invested; or (ii) with respect to
an Affiliated Fund, (X) an additional investment in the same
issuer in which the Affiliated Fund and at least one Regulated Fund
are currently invested; or (Y) an investment in an issuer in
which at least one Regulated Fund is currently invested but in
which the Affiliated Fund does not currently have an investment. An
investment in an issuer includes, but is not limited to, the
exercise of warrants, conversion privileges or other rights to
purchase securities of the issuer.
II. Applicants’
Proposal
The Amended Order, if granted, would expand the relief provided in
the Prior Order to permit Affiliated Funds to participate in
Follow-On Investments in issuers in which at least one Regulated
Fund is invested, but such Affiliated Funds are not invested. This
relief would not permit Follow-On Investments by Regulated Funds
that are not invested in the issuer. The requested relief is based
on the temporary relief granted by the Commission on April 8,
20206.
III. STATEMENT
IN SUPPORT OF RELIEF REQUESTED
Except as stated herein, the disclosure in Section III, “Order
Requested,” Section IV, "Statement in Support of Relief Requested,"
and Section V, "Precedents," of the Prior Application is equally
applicable to this Application.
IV. CONDITIONS
Except as stated herein, the Conditions of the Prior Order, as
stated in Section III-D of the Prior Application, will remain
in effect. Any language in the Conditions of the Prior Order
stating that an Affiliated Fund is required to have an existing
investment in an issuer and/or needs to have previously
participated in a Co-Investment Transaction with respect to such
issuer in order to participate in a Follow-On Investment shall be
deemed removed if the Amended Order is granted.
4
All existing entities that currently rely on the Prior Order and
intend to rely on the Amended Order have been named as applicants
and any existing or future entities that may rely on the Amended
Order in the future will comply with the terms and conditions of
the Amended Order as set forth in or incorporated into this
Application.
5
See Owl Rock Capital Corporation, et al. (File No. 812-14568)
(December 7, 2016) (application).
6
BDC Temporary Exemptive Order, Investment Company Act Rel. Nos.
33837 (April 8, 2020) (order) (extension granted on January 5, 2021
and further extension granted on April 22, 2021) (the “Temporary
Relief”).
V. PROCEDURAL
MATTERS
Applicants file this Application in accordance with
Rule 0-2 under the 1940 Act. Pursuant to
Rule 0-2(f) under the 1940 Act, Applicants state that
their address is indicated on the cover page of this
Application. Applicants further request that all communications
concerning this Application should be directed and copied to the
persons listed on the cover page of the Application.
In accordance with Rule 0-2(c) under the 1940 Act,
Applicants state that all actions necessary to authorize the
execution and filing of this Application have been taken, and the
persons signing and filing this document are authorized to do so on
behalf of Applicants pursuant to their corporate organizational
documents, and in the case of the Existing Regulated Funds, the
attached resolutions. Applicants also have attached the
verifications required by Rule 0-2(d) under the 1940
Act.
In accordance with Rule 0-5 under the 1940 Act,
Applicants request that the Commission issue the requested Amended
Order without holding a hearing.
All requirements for the execution and filing of this Application
in the name and on behalf of each Applicant by the undersigned have
been complied with and the undersigned is fully authorized to do so
and has duly executed this Application as of this 24th day of May,
2022.
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Owl
Rock Capital Corporation |
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By: |
/s/
Neena Reddy |
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Name:
Neena Reddy |
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Title:
Vice President and Secretary |
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Owl
Rock Capital Corporation II |
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By: |
/s/
Neena Reddy |
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Name:
Neena Reddy |
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Title:
Vice President and Secretary |
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Owl
Rock Capital Corporation III |
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By: |
/s/
Neena Reddy |
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Name:
Neena Reddy |
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Title:
Vice President and Secretary |
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Owl
Rock Core Income Corp. |
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By: |
/s/
Neena Reddy |
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Name:
Neena Reddy |
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Title:
Vice President and Secretary |
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Owl
Rock Technology Finance Corp. |
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By: |
/s/
Neena Reddy |
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Name:
Neena Reddy |
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Title:
Vice President and Secretary |
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Owl
Rock Technology Finance Corp. II |
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By: |
/s/
Neena Reddy |
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Name:
Neena Reddy |
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Title:
Vice President and Secretary |
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Owl
Rock Technology Income Corp. |
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By: |
/s/
Neena Reddy |
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Name:
Neena Reddy |
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Title:
Vice President and Secretary |
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Owl
Rock Capital Advisors LLC |
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By: |
/s/
Neena Reddy |
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Name:
Neena Reddy |
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Title:
Chief Legal Officer |
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Owl
Rock Technology Advisors LLC |
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By: |
/s/
Neena Reddy |
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Name:
Neena Reddy |
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Title:
Chief Legal Officer |
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Owl
Rock Technology Advisors II LLC |
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By: |
/s/
Neena Reddy |
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Name:
Neena Reddy |
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Title:
Chief Legal Officer |
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Owl
Rock Capital Private Fund Advisors LLC |
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By: |
/s/
Neena Reddy |
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Name:
Neena Reddy |
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Title:
Chief Legal Officer |
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Owl
Rock Diversified Advisors LLC |
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By: |
/s/
Neena Reddy |
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Name:
Neena Reddy |
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Title:
Chief Legal Officer |
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Existing
Wholly-Owned Subsidiaries: |
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OR
LENDING LLC |
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ORCC
FINANCING II LLC |
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ORCC
FINANCING III LLC |
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ORCC
FINANCING IV LLC |
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OWL
ROCK CLO I, LLC |
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OWL
ROCK CLO I, LTD |
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OWL
ROCK CLO II, LLC |
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OWL
ROCK CLO II, LTD |
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OWL
ROCK CLO III, LTD |
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OWL
ROCK CLO IV, LTD |
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OWL
ROCK CLO V, LTD |
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OWL
ROCK CLO VI, LTD |
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OR AH
I LLC |
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OR DH
I LLC |
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OR GH
I LLC |
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OR MH
I LLC |
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OR HH
I LLC |
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OR
HEH I LLC |
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OR
PCF I LLC |
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ORCC
BC 2 LLC |
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ORCC
BC 3 LLC |
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ORCC
BC 4 LLC |
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ORCC
BC 5 LLC |
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ORCC
BC 6 LLC |
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ORCC
BC 7 LLC |
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ORCC
BC 8 LLC |
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OR
ATLANTA MH LLC |
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OR
GARDEN STATE MH LLC |
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OR
JEMICO MH LLC |
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OR
LONG ISLAND MH LLC |
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OR
MIDWEST MH LLC |
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OR
TORONTO MH LLC |
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OR
LENDING II LLC |
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ORCC
II FINANCING LLC |
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ORCC
II FINANCING II LLC |
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OR DH
II LLC |
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OR MH
II LLC |
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OR HH
II LLC |
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OR
HEH II LLC |
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OR
Long Island MH II LLC |
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OR
Garden State MH II LLC |
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OR
Toronto MH II LLC |
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OR
Midwest MH II LLC |
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OR
Jemico MH II LLC |
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OR
Atlanta MH II LLC |
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OR
PCF II LLC |
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OR GH
II LLC |
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OR AH
II LLC |
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ORCC
II BC 2 LLC |
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ORCC
II BC 3 LLC |
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ORCC
II BC 4 LLC |
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ORCC
II BC 5 LLC |
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ORCC
II BC 6 LLC |
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ORCC
II BC 7 LLC |
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ORCC
II BC 8 LLC |
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OR
LENDING III LLC |
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ORCC
III FINANCING LLC |
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ORCC
III FINANCING II LLC |
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OR
PCF III LLC |
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OR AH
III LLC |
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ORCC
III BC 2 LLC |
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ORCC
III BC 3 LLC |
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ORCC
III BC 4 LLC |
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ORCC
III BC 5 LLC |
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ORCC
III BC 6 LLC |
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ORCC
III BC 7 LLC |
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ORCC
III BC 8 LLC |
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ORCIC
AH LLC |
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ORCIC
BC 2 LLC |
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ORCIC
BC 3 LLC |
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ORCIC
BC 4 LLC |
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ORCIC
BC 5 LLC |
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ORCIC
BC 6 LLC |
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OR
Lending IC LLC |
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ORCIC
PCF LLC |
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Core
Income Funding I LLC |
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Core
Income Funding II LLC |
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Core
Income Funding III LLC |
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Core
Income Funding IV LLC |
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OR
TECH LENDING LLC |
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OR
TECH FINANCING I LLC |
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OWL
ROCK TECHNOLOGY FINANCING 2020-1 |
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OWL
ROCK TECHNOLOGY FINANCING 2020-1 LLC |
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ORTF
FUNDING I LLC |
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ORT
KB LLC |
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ORTF
BC 1 LLC |
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ORTF
BC 2 LLC |
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ORTF
BC 3 LLC |
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ORTF
BC 4 LLC |
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OR
TECH LENDING II LLC |
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ORTF
II BC 1 LLC |
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ORTF
II BC 2 LLC |
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OR
TECH LENDING IC LLC |
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ORTIC
BC 1 LLC |
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ORTIC
BC 2 LLC |
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TECH
INCOME FUNDING I LLC |
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ORCIC
BC 7 LLC |
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ORCIC
BC 8 LLC |
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ORCIC
BC 9 LLC |
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OWL
ROCK CLO VII LLC |
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By: |
/s/
Neena Reddy |
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Name: Neena Reddy |
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Title: Authorized
Signatory |
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Existing
Affiliated Funds: |
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Owl Rock First Lien Master Fund, L.P. |
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Owl Rock First Lien Sub-Master Fund 2, L.P. |
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Owl Rock First Lien Sub-Master Fund Zero, L.P. |
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Parliament Funding I LLC |
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Owl Rock First Lien Master Fund II, L.P. |
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Owl Rock Diversified Lending 2020 Master Fund, L.P. |
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Owl Rock Unlevered Diversified Lending 2020 Master Fund
L.P |
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Owl Rock Unlevered Diversified Lending Sub-Master Fund 1,
L.P. |
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Owl Rock Unlevered Diversified Lending Sub-Master Fund 2,
L.P. |
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Parliament Funding III LLC |
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Owl Rock US Direct Lending SMA 2019 LP |
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OR Opportunistic DL (C), L.P. |
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Owl Rock Opportunistic Master Fund I, L.P |
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Owl Rock Opportunistic Master Fund II, L.P |
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OR Opportunistic I (H), L.P. |
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Owl Rock Access Fund, L.P. |
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OR
OPPORTUNISTIC CO-INVEST II (A), L.P. |
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ORO
II MASTER FUND I, L.P. |
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ORO
II MASTER FUND II, L.P. |
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By: |
/s/
Neena Reddy |
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Name: Neena Reddy |
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Title: Authorized
Signatory |
Exhibit A
VERIFICATION
Each of the undersigned
states that he or she has duly executed the attached application
dated as of May 24, 2022 for and on behalf of the entities
listed below; that he or she holds office with such entity as
indicated below and that all action by directors, officers,
stockholders, general partners, trustees or members of each entity
and any other body necessary to authorize the undersigned to
execute and file such instrument has been taken. Each of the
undersigned further states that he or she is familiar with such
instrument, and the contents thereof, and that the facts therein
set forth are true to the best of his or her knowledge, information
and belief.
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Owl
Rock Capital Corporation |
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By: |
/s/
Neena Reddy |
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Name:
Neena Reddy |
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Title:
Vice President and Secretary |
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|
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Owl
Rock Capital Corporation II |
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By: |
/s/
Neena Reddy |
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Name:
Neena Reddy |
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Title:
Vice President and Secretary |
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Owl
Rock Capital Corporation III |
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By: |
/s/
Neena Reddy |
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Name:
Neena Reddy |
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Title:
Vice President and Secretary |
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Owl
Rock Core Income Corp. |
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By: |
/s/
Neena Reddy |
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Name:
Neena Reddy |
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Title:
Vice President and Secretary |
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Owl
Rock Technology Finance Corp. |
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By: |
/s/
Neena Reddy |
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Name:
Neena Reddy |
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Title:
Vice President and Secretary |
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Owl
Rock Technology Finance Corp. II |
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By: |
/s/
Neena Reddy |
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Name:
Neena Reddy |
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Title:
Vice President and Secretary |
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Owl
Rock Technology Income Corp. |
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|
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By: |
/s/
Neena Reddy |
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Name:
Neena Reddy |
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Title:
Vice President and Secretary |
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|
| |
Owl
Rock Capital Advisors LLC |
| |
|
| |
By: |
/s/
Neena Reddy |
| |
|
Name:
Neena Reddy |
| |
|
Title:
Chief Legal Officer |
| |
|
|
| |
Owl
Rock Technology Advisors LLC |
| |
|
| |
By: |
/s/
Neena Reddy |
| |
|
Name:
Neena Reddy |
| |
|
Title:
Chief Legal Officer |
| |
|
|
| |
Owl
Rock Technology Advisors II LLC |
| |
|
| |
By: |
/s/
Neena Reddy |
| |
|
Name:
Neena Reddy |
| |
|
Title:
Chief Legal Officer |
| |
|
|
| |
Owl
Rock Capital Private Fund Advisors LLC |
| |
|
| |
By: |
/s/
Neena Reddy |
| |
|
Name:
Neena Reddy |
| |
|
Title:
Chief Legal Officer |
| |
|
|
| |
Owl
Rock Diversified Advisors LLC |
| |
|
| |
By: |
/s/
Neena Reddy |
| |
|
Name:
Neena Reddy |
| |
|
Title:
Chief Legal Officer |
| |
Existing
Wholly-Owned Subsidiaries: |
| |
|
| |
OR
LENDING LLC |
| |
ORCC
FINANCING II LLC |
| |
ORCC
FINANCING III LLC |
| |
ORCC
FINANCING IV LLC |
| |
OWL
ROCK CLO I, LLC |
| |
OWL
ROCK CLO I, LTD |
| |
OWL
ROCK CLO II, LLC |
| |
OWL
ROCK CLO II, LTD |
| |
OWL
ROCK CLO III, LTD |
| |
OWL
ROCK CLO IV, LTD |
| |
OWL
ROCK CLO V, LTD |
| |
OWL
ROCK CLO VI, LTD |
| |
OR AH
I LLC |
| |
OR DH
I LLC |
| |
OR GH
I LLC |
| |
OR MH
I LLC |
| |
OR HH
I LLC |
| |
OR
HEH I LLC |
| |
OR
PCF I LLC |
| |
ORCC
BC 2 LLC |
| |
ORCC
BC 3 LLC |
| |
ORCC
BC 4 LLC |
| |
ORCC
BC 5 LLC |
| |
ORCC
BC 6 LLC |
| |
ORCC
BC 7 LLC |
| |
ORCC
BC 8 LLC |
| |
OR
ATLANTA MH LLC |
| |
OR
GARDEN STATE MH LLC |
| |
OR
JEMICO MH LLC |
| |
OR
LONG ISLAND MH LLC |
| |
OR
MIDWEST MH LLC |
| |
OR
TORONTO MH LLC |
| |
OR
LENDING II LLC |
| |
ORCC
II FINANCING LLC |
| |
ORCC
II FINANCING II LLC |
| |
OR DH
II LLC |
| |
OR MH
II LLC |
| |
OR HH
II LLC |
| |
OR
HEH II LLC |
| |
OR
Long Island MH II LLC |
| |
OR
Garden State MH II LLC |
| |
OR
Toronto MH II LLC |
| |
OR
Midwest MH II LLC |
| |
OR
Jemico MH II LLC |
| |
OR
Atlanta MH II LLC |
| |
OR
PCF II LLC |
| |
OR GH
II LLC |
| |
OR AH
II LLC |
| |
ORCC
II BC 2 LLC |
| |
ORCC
II BC 3 LLC |
| |
ORCC
II BC 4 LLC |
| |
ORCC
II BC 5 LLC |
| |
ORCC
II BC 6 LLC |
| |
ORCC
II BC 7 LLC |
| |
ORCC
II BC 8 LLC |
| |
OR
LENDING III LLC |
| |
ORCC
III FINANCING LLC |
| |
ORCC
III FINANCING II LLC |
| |
OR
PCF III LLC |
| |
OR AH
III LLC |
| |
ORCC
III BC 2 LLC |
| |
ORCC
III BC 3 LLC |
| |
ORCC
III BC 4 LLC |
| |
ORCC
III BC 5 LLC |
| |
ORCC
III BC 6 LLC |
| |
ORCC
III BC 7 LLC |
| |
ORCC
III BC 8 LLC |
| |
ORCIC
AH LLC |
| |
ORCIC
BC 2 LLC |
| |
ORCIC
BC 3 LLC |
| |
ORCIC
BC 4 LLC |
| |
ORCIC
BC 5 LLC |
| |
ORCIC
BC 6 LLC |
| |
OR
Lending IC LLC |
| |
ORCIC
PCF LLC |
| |
Core
Income Funding I LLC |
| |
Core
Income Funding II LLC |
| |
Core
Income Funding III LLC |
| |
Core
Income Funding IV LLC |
| |
OR
TECH LENDING LLC |
| |
OR
TECH FINANCING I LLC |
| |
OWL
ROCK TECHNOLOGY FINANCING 2020-1 |
| |
OWL
ROCK TECHNOLOGY FINANCING 2020-1 LLC |
| |
ORTF
FUNDING I LLC |
| |
ORT
KB LLC |
| |
ORTF
BC 1 LLC |
| |
ORTF
BC 2 LLC |
| |
ORTF
BC 3 LLC |
| |
ORTF
BC 4 LLC |
| |
OR
TECH LENDING II LLC |
| |
ORTF
II BC 1 LLC |
| |
ORTF
II BC 2 LLC |
| |
OR
TECH LENDING IC LLC |
| |
ORTIC
BC 1 LLC |
| |
ORTIC
BC 2 LLC |
| |
TECH
INCOME FUNDING I LLC |
| |
ORCIC
BC 7 LLC |
| |
ORCIC
BC 8 LLC |
| |
ORCIC
BC 9 LLC |
| |
ORCIC
CLO VII LLC |
| |
By: |
/s/
Neena Reddy |
| |
|
Name: Neena Reddy |
| |
|
Title: Authorized
Signatory |
| |
Existing
Affiliated Funds: |
| |
|
| |
Owl Rock First Lien Master Fund, L.P. |
| |
Owl Rock First Lien Sub-Master Fund 2, L.P. |
| |
Owl Rock First Lien Sub-Master Fund Zero, L.P. |
| |
Parliament Funding I LLC |
| |
Owl Rock First Lien Master Fund II, L.P. |
| |
Owl Rock Diversified Lending 2020 Master Fund, L.P. |
| |
Owl Rock Unlevered Diversified Lending 2020 Master Fund
L.P |
|
|
Owl Rock Unlevered Diversified Lending Sub-Master Fund 1,
L.P. |
|
|
Owl Rock Unlevered Diversified Lending Sub-Master Fund 2,
L.P. |
|
|
Parliament Funding III LLC |
|
|
Owl Rock US Direct Lending SMA 2019 LP |
|
|
OR Opportunistic DL (C), L.P. |
|
|
Owl Rock Opportunistic Master Fund I, L.P |
|
|
Owl Rock Opportunistic Master Fund II, L.P |
|
|
OR Opportunistic I (H), L.P. |
|
|
Owl Rock Access Fund, L.P. |
|
|
OR
OPPORTUNISTIC CO-INVEST II (A), L.P. |
|
|
ORO
II MASTER FUND I, L.P. |
|
|
ORO
II MASTER FUND II, L.P. |
| |
By: |
/s/
Neena Reddy |
| |
|
Name: Neena Reddy |
| |
|
Title: Authorized
Signatory |
Exhibit B.1
RESOLUTIONS OF THE BOARD OF DIRECTORS
OWL ROCK CAPITAL CORPORATION
WHEREAS,
the Board of Directors believes it is in the best interests of the
Company to file an application for an order to amend a prior order
under Sections 17(d) and 57(i) of the Investment Company
Act of 1940 and Rule 17d-1 under the Investment Company Act of
1940 to permit certain joint transactions otherwise prohibited by
Section 17(d) and 57(a)(4) of the Investment Company
Act of 1940 and Rule 17d-1 under the Investment Company Act of
1940 (the "Application").
NOW,
THEREFORE, BE IT RESOLVED, that the officers of the
Company (the “Officers”) be, and they hereby are, authorized,
empowered and directed, in the name and on behalf of the Company,
to cause to be prepared, executed, delivered and filed with the SEC
the Application, and to do such other acts or things and execute
such other documents, including amendments to the Application, as
they deem necessary or desirable to cause the Application to
conform to comments received from the Staff of the SEC and
otherwise to comply with the Investment Company Act of 1940 and the
rules and regulations promulgated thereunder, in such form and
accompanied by such exhibits and other documents, as the Officers
preparing the same shall approve, such approval to be conclusively
evidenced by the filing of the Application; and it is further
RESOLVED,
that the Officers be, and each of them hereby is, authorized,
empowered and directed, in the name and on behalf of the Company,
to perform all of the agreements and obligations of the Company in
connection with the foregoing resolutions, to take or cause to be
taken any and all further actions, to execute and deliver, or cause
to be executed and delivered, all other documents, instruments,
agreements, undertakings, and certificates of any kind and nature
whatsoever, to incur and pay all fees and expenses and to engage
such persons as the Officers may determine to be necessary,
advisable or appropriate to effectuate or carry out the purposes
and intent of the foregoing resolutions, and the execution by the
Officers of any such documents, instruments, agreements,
undertakings and certificates, the payment of any fees and expenses
or the engagement of such persons or the taking by them of any
action in connection with the foregoing matters shall conclusively
establish the Officers’ authority therefore and the authorization,
acceptance, adoption, ratification, approval and confirmation by
the Company thereof.
Exhibit B.2
RESOLUTIONS OF THE BOARD OF DIRECTORS
OWL ROCK CAPITAL CORPORATION II
WHEREAS,
the Board of Directors believes it is in the best interests of the
Company to file an application for an order to amend a prior order
under Sections 17(d) and 57(i) of the Investment Company
Act of 1940 and Rule 17d-1 under the Investment Company Act of
1940 to permit certain joint transactions otherwise prohibited by
Section 17(d) and 57(a)(4) of the Investment Company
Act of 1940 and Rule 17d-1 under the Investment Company Act of
1940 (the "Application").
NOW,
THEREFORE, BE IT RESOLVED, that the officers of the
Company (the “Officers”) be, and they hereby are, authorized,
empowered and directed, in the name and on behalf of the Company,
to cause to be prepared, executed, delivered and filed with the SEC
the Application, and to do such other acts or things and execute
such other documents, including amendments to the Application, as
they deem necessary or desirable to cause the Application to
conform to comments received from the Staff of the SEC and
otherwise to comply with the Investment Company Act of 1940 and the
rules and regulations promulgated thereunder, in such form and
accompanied by such exhibits and other documents, as the Officers
preparing the same shall approve, such approval to be conclusively
evidenced by the filing of the Application; and it is further
RESOLVED,
that the Officers be, and each of them hereby is, authorized,
empowered and directed, in the name and on behalf of the Company,
to perform all of the agreements and obligations of the Company in
connection with the foregoing resolutions, to take or cause to be
taken any and all further actions, to execute and deliver, or cause
to be executed and delivered, all other documents, instruments,
agreements, undertakings, and certificates of any kind and nature
whatsoever, to incur and pay all fees and expenses and to engage
such persons as the Officers may determine to be necessary,
advisable or appropriate to effectuate or carry out the purposes
and intent of the foregoing resolutions, and the execution by the
Officers of any such documents, instruments, agreements,
undertakings and certificates, the payment of any fees and expenses
or the engagement of such persons or the taking by them of any
action in connection with the foregoing matters shall conclusively
establish the Officers’ authority therefore and the authorization,
acceptance, adoption, ratification, approval and confirmation by
the Company thereof.
Exhibit B.3
RESOLUTIONS OF THE BOARD OF DIRECTORS
OWL ROCK CAPITAL CORPORATION III
WHEREAS,
the Board of Directors believes it is in the best interests of the
Company to file an application for an order to amend a prior order
under Sections 17(d) and 57(i) of the Investment Company
Act of 1940 and Rule 17d-1 under the Investment Company Act of
1940 to permit certain joint transactions otherwise prohibited by
Section 17(d) and 57(a)(4) of the Investment Company
Act of 1940 and Rule 17d-1 under the Investment Company Act of
1940 (the "Application").
NOW,
THEREFORE, BE IT RESOLVED, that the officers of the
Company (the “Officers”) be, and they hereby are, authorized,
empowered and directed, in the name and on behalf of the Company,
to cause to be prepared, executed, delivered and filed with the SEC
the Application, and to do such other acts or things and execute
such other documents, including amendments to the Application, as
they deem necessary or desirable to cause the Application to
conform to comments received from the Staff of the SEC and
otherwise to comply with the Investment Company Act of 1940 and the
rules and regulations promulgated thereunder, in such form and
accompanied by such exhibits and other documents, as the Officers
preparing the same shall approve, such approval to be conclusively
evidenced by the filing of the Application; and it is further
RESOLVED,
that the Officers be, and each of them hereby is, authorized,
empowered and directed, in the name and on behalf of the Company,
to perform all of the agreements and obligations of the Company in
connection with the foregoing resolutions, to take or cause to be
taken any and all further actions, to execute and deliver, or cause
to be executed and delivered, all other documents, instruments,
agreements, undertakings, and certificates of any kind and nature
whatsoever, to incur and pay all fees and expenses and to engage
such persons as the Officers may determine to be necessary,
advisable or appropriate to effectuate or carry out the purposes
and intent of the foregoing resolutions, and the execution by the
Officers of any such documents, instruments, agreements,
undertakings and certificates, the payment of any fees and expenses
or the engagement of such persons or the taking by them of any
action in connection with the foregoing matters shall conclusively
establish the Officers’ authority therefore and the authorization,
acceptance, adoption, ratification, approval and confirmation by
the Company thereof.
Exhibit B.4
RESOLUTIONS OF THE BOARD OF DIRECTORS
OWL ROCK CORE INCOME Corp.
WHEREAS,
the Board of Directors believes it is in the best interests of the
Company to file an application for an order to amend a prior order
under Sections 17(d) and 57(i) of the Investment Company
Act of 1940 and Rule 17d-1 under the Investment Company Act of
1940 to permit certain joint transactions otherwise prohibited by
Section 17(d) and 57(a)(4) of the Investment Company
Act of 1940 and Rule 17d-1 under the Investment Company Act of
1940 (the "Application").
NOW,
THEREFORE, BE IT RESOLVED, that the officers of the
Company (the “Officers”) be, and they hereby are, authorized,
empowered and directed, in the name and on behalf of the Company,
to cause to be prepared, executed, delivered and filed with the SEC
the Application, and to do such other acts or things and execute
such other documents, including amendments to the Application, as
they deem necessary or desirable to cause the Application to
conform to comments received from the Staff of the SEC and
otherwise to comply with the Investment Company Act of 1940 and the
rules and regulations promulgated thereunder, in such form and
accompanied by such exhibits and other documents, as the Officers
preparing the same shall approve, such approval to be conclusively
evidenced by the filing of the Application; and it is further
RESOLVED,
that the Officers be, and each of them hereby is, authorized,
empowered and directed, in the name and on behalf of the Company,
to perform all of the agreements and obligations of the Company in
connection with the foregoing resolutions, to take or cause to be
taken any and all further actions, to execute and deliver, or cause
to be executed and delivered, all other documents, instruments,
agreements, undertakings, and certificates of any kind and nature
whatsoever, to incur and pay all fees and expenses and to engage
such persons as the Officers may determine to be necessary,
advisable or appropriate to effectuate or carry out the purposes
and intent of the foregoing resolutions, and the execution by the
Officers of any such documents, instruments, agreements,
undertakings and certificates, the payment of any fees and expenses
or the engagement of such persons or the taking by them of any
action in connection with the foregoing matters shall conclusively
establish the Officers’ authority therefore and the authorization,
acceptance, adoption, ratification, approval and confirmation by
the Company thereof.
Exhibit B.5
RESOLUTIONS OF THE BOARD OF DIRECTORS
OWL ROCK TECHNOLOGY FINANCE Corp.
WHEREAS,
the Board of Directors believes it is in the best interests of the
Company to file an application for an order to amend a prior order
under Sections 17(d) and 57(i) of the Investment Company
Act of 1940 and Rule 17d-1 under the Investment Company Act of
1940 to permit certain joint transactions otherwise prohibited by
Section 17(d) and 57(a)(4) of the Investment Company
Act of 1940 and Rule 17d-1 under the Investment Company Act of
1940 (the "Application").
NOW,
THEREFORE, BE IT RESOLVED, that the officers of the
Company (the “Officers”) be, and they hereby are, authorized,
empowered and directed, in the name and on behalf of the Company,
to cause to be prepared, executed, delivered and filed with the SEC
the Application, and to do such other acts or things and execute
such other documents, including amendments to the Application, as
they deem necessary or desirable to cause the Application to
conform to comments received from the Staff of the SEC and
otherwise to comply with the Investment Company Act of 1940 and the
rules and regulations promulgated thereunder, in such form and
accompanied by such exhibits and other documents, as the Officers
preparing the same shall approve, such approval to be conclusively
evidenced by the filing of the Application; and it is further
RESOLVED,
that the Officers be, and each of them hereby is, authorized,
empowered and directed, in the name and on behalf of the Company,
to perform all of the agreements and obligations of the Company in
connection with the foregoing resolutions, to take or cause to be
taken any and all further actions, to execute and deliver, or cause
to be executed and delivered, all other documents, instruments,
agreements, undertakings, and certificates of any kind and nature
whatsoever, to incur and pay all fees and expenses and to engage
such persons as the Officers may determine to be necessary,
advisable or appropriate to effectuate or carry out the purposes
and intent of the foregoing resolutions, and the execution by the
Officers of any such documents, instruments, agreements,
undertakings and certificates, the payment of any fees and expenses
or the engagement of such persons or the taking by them of any
action in connection with the foregoing matters shall conclusively
establish the Officers’ authority therefore and the authorization,
acceptance, adoption, ratification, approval and confirmation by
the Company thereof.
Exhibit B.6
RESOLUTIONS OF THE BOARD OF DIRECTORS
OWL ROCK TECHNOLOGY FINANCE CORP. II
WHEREAS,
the Board of Directors believes it is in the best interests of the
Company to file an application for an order to amend a prior order
under Sections 17(d) and 57(i) of the Investment Company
Act of 1940 and Rule 17d-1 under the Investment Company Act of
1940 to permit certain joint transactions otherwise prohibited by
Section 17(d) and 57(a)(4) of the Investment Company
Act of 1940 and Rule 17d-1 under the Investment Company Act of
1940 (the "Application").
NOW,
THEREFORE, BE IT RESOLVED, that the officers of the
Company (the “Officers”) be, and they hereby are, authorized,
empowered and directed, in the name and on behalf of the Company,
to cause to be prepared, executed, delivered and filed with the SEC
the Application, and to do such other acts or things and execute
such other documents, including amendments to the Application, as
they deem necessary or desirable to cause the Application to
conform to comments received from the Staff of the SEC and
otherwise to comply with the Investment Company Act of 1940 and the
rules and regulations promulgated thereunder, in such form and
accompanied by such exhibits and other documents, as the Officers
preparing the same shall approve, such approval to be conclusively
evidenced by the filing of the Application; and it is further
RESOLVED,
that the Officers be, and each of them hereby is, authorized,
empowered and directed, in the name and on behalf of the Company,
to perform all of the agreements and obligations of the Company in
connection with the foregoing resolutions, to take or cause to be
taken any and all further actions, to execute and deliver, or cause
to be executed and delivered, all other documents, instruments,
agreements, undertakings, and certificates of any kind and nature
whatsoever, to incur and pay all fees and expenses and to engage
such persons as the Officers may determine to be necessary,
advisable or appropriate to effectuate or carry out the purposes
and intent of the foregoing resolutions, and the execution by the
Officers of any such documents, instruments, agreements,
undertakings and certificates, the payment of any fees and expenses
or the engagement of such persons or the taking by them of any
action in connection with the foregoing matters shall conclusively
establish the Officers’ authority therefore and the authorization,
acceptance, adoption, ratification, approval and confirmation by
the Company thereof.
Exhibit B.7
RESOLUTIONS OF THE BOARD OF DIRECTORS
OWL ROCK TECHNOLOGY INCOME CORP.
WHEREAS,
the Board of Directors believes it is in the best interests of the
Company to file an application for an order to amend a prior order
under Sections 17(d) and 57(i) of the Investment Company
Act of 1940 and Rule 17d-1 under the Investment Company Act of
1940 to permit certain joint transactions otherwise prohibited by
Section 17(d) and 57(a)(4) of the Investment Company
Act of 1940 and Rule 17d-1 under the Investment Company Act of
1940 (the "Application").
NOW,
THEREFORE, BE IT RESOLVED, that the officers of the
Company (the “Officers”) be, and they hereby are, authorized,
empowered and directed, in the name and on behalf of the Company,
to cause to be prepared, executed, delivered and filed with the SEC
the Application, and to do such other acts or things and execute
such other documents, including amendments to the Application, as
they deem necessary or desirable to cause the Application to
conform to comments received from the Staff of the SEC and
otherwise to comply with the Investment Company Act of 1940 and the
rules and regulations promulgated thereunder, in such form and
accompanied by such exhibits and other documents, as the Officers
preparing the same shall approve, such approval to be conclusively
evidenced by the filing of the Application; and it is further
RESOLVED,
that the Officers be, and each of them hereby is, authorized,
empowered and directed, in the name and on behalf of the Company,
to perform all of the agreements and obligations of the Company in
connection with the foregoing resolutions, to take or cause to be
taken any and all further actions, to execute and deliver, or cause
to be executed and delivered, all other documents, instruments,
agreements, undertakings, and certificates of any kind and nature
whatsoever, to incur and pay all fees and expenses and to engage
such persons as the Officers may determine to be necessary,
advisable or appropriate to effectuate or carry out the purposes
and intent of the foregoing resolutions, and the execution by the
Officers of any such documents, instruments, agreements,
undertakings and certificates, the payment of any fees and expenses
or the engagement of such persons or the taking by them of any
action in connection with the foregoing matters shall conclusively
establish the Officers’ authority therefore and the authorization,
acceptance, adoption, ratification, approval and confirmation by
the Company thereof.
Schedule A
| Existing
Wholly-Owned Subsidiaries of Owl Rock Capital
Corporation: |
| |
| OR
LENDING LLC |
| ORCC
FINANCING II LLC |
| ORCC
FINANCING III LLC |
| ORCC
FINANCING IV LLC |
| OWL
ROCK CLO I, LLC |
| OWL
ROCK CLO I, LTD |
| OWL
ROCK CLO II, LLC |
| OWL
ROCK CLO II, LTD |
| OWL
ROCK CLO III, LTD |
| OWL
ROCK CLO IV, LTD |
| OWL
ROCK CLO V, LTD |
| OWL
ROCK CLO VI, LTD |
| OWL
ROCK CLO VII LLC |
| OR AH
I LLC |
| OR DH
I LLC |
| OR GH
I LLC |
| OR MH
I LLC |
| OR HH
I LLC |
| OR
HEH I LLC |
| OR
PCF I LLC |
| ORCC
BC 2 LLC |
| ORCC
BC 3 LLC |
| ORCC
BC 4 LLC |
| ORCC
BC 5 LLC |
| ORCC
BC 6 LLC |
| ORCC
BC 7 LLC |
| ORCC
BC 8 LLC |
| OR
ATLANTA MH LLC |
| OR
GARDEN STATE MH LLC |
| OR
JEMICO MH LLC |
| OR
LONG ISLAND MH LLC |
| OR
MIDWEST MH LLC |
| OR
TORONTO MH LLC |
| |
| Existing
Wholly-Owned Subsidiaries of Owl Rock Capital Corporation
II: |
| |
| OR
LENDING II LLC |
| ORCC
II FINANCING LLC |
| ORCC
II FINANCING II LLC |
| OR DH
II LLC |
| OR MH
II LLC |
| OR HH
II LLC |
| OR
HEH II LLC |
| OR
Long Island MH II LLC |
| OR
Garden State MH II LLC |
| OR
Toronto MH II LLC |
| OR
Midwest MH II LLC |
| OR
Jemico MH II LLC |
| OR
Atlanta MH II LLC |
| OR
PCF II LLC |
| OR GH
II LLC |
| OR AH
II LLC |
| ORCC
II BC 2 LLC |
| ORCC
II BC 3 LLC |
| ORCC
II BC 4 LLC |
| ORCC
II BC 5 LLC |
| ORCC
II BC 6 LLC |
| ORCC
II BC 7 LLC |
| ORCC
II BC 8 LLC |
| |
| Existing
Wholly-Owned Subsidiaries of Owl Rock Capital Corporation
III: |
| |
| OR
LENDING III LLC |
| ORCC
III FINANCING LLC |
| ORCC
III FINANCING II LLC |
| OR
PCF III LLC |
| OR AH
III LLC |
| ORCC
III BC 2 LLC |
| ORCC
III BC 3 LLC |
| ORCC
III BC 4 LLC |
| ORCC
III BC 5 LLC |
| ORCC
III BC 6 LLC |
| ORCC
III BC 7 LLC |
| ORCC
III BC 8 LLC |
| |
| Existing
Wholly-Owned Subsidiaries of Owl Rock Core Income
Corp.: |
| |
| ORCIC
AH LLC |
| ORCIC
BC 2 LLC |
| ORCIC
BC 3 LLC |
| ORCIC
BC 4 LLC |
| ORCIC
BC 5 LLC |
| ORCIC
BC 6 LLC |
| ORCIC
BC 7 LLC |
| ORCIC
BC 8 LLC |
| ORCIC
BC 9 LLC |
| OR
Lending IC LLC |
| ORCIC
PCF LLC |
| Core
Income Funding I LLC |
| Core
Income Funding II LLC |
| Core
Income Funding III LLC |
| Core
Income Funding IV LLC |
| |
| Existing
Wholly-Owned Subsidiaries of Owl Rock Technology Finance
Corp.: |
| |
| OR
TECH LENDING LLC |
| OR
TECH FINANCING I LLC |
| OWL
ROCK TECHNOLOGY FINANCING 2020-1 |
| OWL
ROCK TECHNOLOGY FINANCING 2020-1 LLC |
| ORTF
FUNDING I LLC |
| ORT
KB LLC |
| ORTF
BC 1 LLC |
| ORTF
BC 2 LLC |
| ORTF
BC 3 LLC |
| ORTF
BC 4 LLC |
| Existing
Wholly-Owned Subsidiaries of Owl Rock Technology Finance Corp.
II: |
| |
| OR
TECH LENDING II LLC |
| ORTF
II BC 1 LLC |
| ORTF
II BC 2 LLC |
| |
| Existing
Wholly-Owned Subsidiaries of Owl Rock Technology Income
Corp.: |
| |
| OR
TECH LENDING IC LLC |
| ORTIC
BC 1 LLC |
| ORTIC
BC 2 LLC |
| Tech
Income Funding I LLC |
|
Schedule B |
| |
| Existing
Affiliated Funds Whose Adviser is Owl Rock Capital Private Fund
Advisors LLC: |
| |
| Owl
Rock First Lien Master Fund, L.P. |
| Owl
Rock First Lien Sub-Master Fund 2, L.P. |
| Owl
Rock First Lien Sub-Master Fund Zero, L.P. |
| Parliament
Funding I LLC |
| Owl
Rock US Direct Lending SMA 2019 LP |
| OR
Opportunistic I (H), L.P. |
| OR
Opportunistic DL (C), L.P. |
| Owl
Rock Access Fund, L.P. |
| Owl
Rock Opportunistic Master Fund I, L.P |
| Owl
Rock Opportunistic Master Fund II, L.P |
| OR
Opportunistic Co-Invest II (A), L.P. |
| |
| Existing
Affiliated Fund Whose Adviser is Owl Rock Capital Advisors
LLC |
| |
| Owl
Rock First Lien Master Fund II, L.P. |
| ORO
II Master Fund I, L.P. |
| ORO
II Master Fund II, L.P. |
| |
| Existing
Affiliated Funds Whose Adviser is Owl Rock Diversified Advisors
LLC |
| |
| Owl
Rock Diversified Lending 2020 Master Fund, L.P. |
| Owl
Rock Unlevered Diversified Lending 2020 Master Fund L.P |
| Owl
Rock Unlevered Diversified Lending Sub-Master Fund 1,
L.P. |
| Owl
Rock Unlevered Diversified Lending Sub-Master Fund 2,
L.P. |
| Parliament
Funding III LLC |
Owl Rock Capital (NYSE:ORCC)
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