ORCC Owl Rock Capital Corporation

 

File No. 812-15341

 

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

first AMENDED AND RESTATED 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:

 

 

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

anneoberndorf@eversheds-sutherland.us

 

July 20, 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 Sections 17(d) and 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

 

·

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).

 

·

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.

 

·

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).

 

·

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.

 

·

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).

 

 

·

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).

 

·

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.

 

·

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”).

 

·

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.

 

·

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.

 

·

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.

 

·

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 itself and its successors. ORCPFA is an investment adviser registered under the Advisers Act. All of the Existing Advisers are under common control.

 

·

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.

 

·

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 20th day of July, 2022.

 

	Owl Rock Capital Corporation
	By:	/s/ Neena Reddy
		Name: Neena Reddy
		Title:   Vice President and Secretary

 

	Owl Rock Capital Corporation II
	By:	/s/ Neena Reddy
		Name: Neena Reddy
		Title:   Vice President and Secretary
	Owl Rock Capital Corporation III
	By:	/s/ Neena Reddy
		Name: Neena Reddy
		Title:   Vice President and Secretary

 

	Owl Rock Core Income Corp.
	By:	/s/ Neena Reddy
		Name: Neena Reddy
		Title:   Vice President and Secretary

 

 

	Owl Rock Technology Finance Corp.
	By:	/s/ Neena Reddy
		Name: Neena Reddy
		Title:   Vice President and Secretary
	Owl Rock Technology Finance Corp. II
	By:	/s/ Neena Reddy
		Name: Neena Reddy
		Title:   Vice President and Secretary
	Owl Rock Technology Income Corp.
	By:	/s/ Neena Reddy
		Name: Neena Reddy
		Title:   Vice President and Secretary
	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
	OWL ROCK CLO VII LLC
	ORCIC BC 10 LLC
	ORCIC BC 11 LLC
	ORCIC BC 12 LLC
	ORCIC JV WH LLC
	ORCIC JV WH II LLC
	ORTF II BC 3 LLC
	ORTF II BC 4 LLC
	ORTF II BC 5 LLC
	ATHENA FUNDING I LLC
	ATHENA FUNDING II LLC
	ATHENA FUNDING III LLC
	ORCC BC 9 LLC
	ORCC BC 10 LLC
	ORCC BC 11 LLC
	ORCC II BC 9 LLC
	ORCC II BC 10 LLC
	ORCC II BC 11 LLC
	ORCC III BC 9 LLC
	ORCC III BC 10 LLC
	ORTF BC 5 LLC
	ORTF BC 6 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. OR DIVERSIFIED LENDING (CP), L.P.

 

	By:	/s/ Neena Reddy
		Name: Neena Reddy
		Title:   Authorized Signatory

 

 

Exhibit A

VERIFICATION

 

Each of the undersigned states that he or she has duly executed the attached application dated as of July 20, 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.

 

	Owl Rock Capital Corporation
	By:	/s/ Neena Reddy
		Name: Neena Reddy
		Title:   Vice President and Secretary
	Owl Rock Capital Corporation II
	By:	/s/ Neena Reddy
		Name: Neena Reddy
		Title:   Vice President and Secretary
	Owl Rock Capital Corporation III
	By:	/s/ Neena Reddy
		Name: Neena Reddy
		Title:   Vice President and Secretary
	Owl Rock Core Income Corp.
	By:	/s/ Neena Reddy
		Name: Neena Reddy
		Title:   Vice President and Secretary

 

	Owl Rock Technology Finance Corp.
	By:	/s/ Neena Reddy
		Name: Neena Reddy
		Title:   Vice President and Secretary
	Owl Rock Technology Finance Corp. II
	By:	/s/ Neena Reddy
		Name: Neena Reddy
		Title:   Vice President and Secretary

 

 

	Owl Rock Technology Income Corp.
	By:	/s/ Neena Reddy
		Name: Neena Reddy
		Title:   Vice President and Secretary

	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 OWL ROCK CLO VII LLC ORCIC BC 10 LLC ORCIC BC 11 LLC ORCIC BC 12 LLC ORCIC JV WH LLC ORCIC JV WH II LLC ORTF II BC 3 LLC ORTF II BC 4 LLC ORTF II BC 5 LLC ATHENA FUNDING I LLC ATHENA FUNDING II LLC ATHENA FUNDING III LLC ORCC BC 9 LLC ORCC BC 10 LLC ORCC BC 11 LLC ORCC II BC 9 LLC ORCC II BC 10 LLC ORCC II BC 11 LLC ORCC III BC 9 LLC ORCC III BC 10 LLC ORTF BC 5 LLC ORTF BC 6 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. OR DIVERSIFIED LENDING (CP), 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

ORCC BC 9 LLC

ORCC BC 10 LLC

ORCC BC 11 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

ORCC II BC 9 LLC

ORCC II BC 10 LLC

ORCC II BC 11 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

ORCC III BC 9 LLC

ORCC III BC 10 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

ORCIC BC 10 LLC

ORCIC BC 11 LLC

ORCIC BC 12 LLC

ORCIC JV WH LLC

ORCIC JV WH II 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

ORTF BC 5 LLC

ORTF BC 6 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

ORTF II BC 3 LLC

ORTF II BC 4 LLC

ORTF II BC 5 LLC

ATHENA FUNDING I LLC

ATHENA FUNDING II LLC

ATHENA FUNDING III 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.

OR Diversified Lending (CP), 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