8-K
Blue Owl Technology Finance Corp. (OTF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 19, 2021 (May 18, 2021)
OWL ROCK TECHNOLOGY FINANCE CORP.
(Exact name of Registrant as Specified in Its Charter)
| Maryland | 000-55977 | 83-1273258 |
|---|---|---|
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
| 399 Park Avenue, 38th Floor New York, NY | 10022 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (212) 419-3000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| None | None | None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry Into a Material Definitive Agreement.
On May 18, 2021, Owl Rock Technology Finance Corp. (the “Company”) entered into an amended and restated investment advisory agreement (the “Restated Advisory Agreement”) with its investment adviser, Owl Rock Technology Advisors LLC (the “Adviser”), in connection with the previously announced transaction (the “Transaction”) pursuant to which Owl Rock Capital Group, LLC, the parent of the Adviser (and a subsidiary of Owl Rock Capital Partners LP), and Dyal Capital Partners (“Dyal”) merged to form Blue Owl Capital, Inc. (“Blue Owl”). The Transaction resulted in a change of control of the Adviser and was deemed an assignment of the investment advisory agreement (the “Prior Advisory Agreement”) between the Company and the Adviser. The Restated Advisory Agreement became effective upon consummation of the Transaction and the terms of the Restated Advisory Agreement are identical to the Prior Advisory Agreement. The Company’s shareholders approved the Company’s entry into the Restated Advisory Agreement at a special meeting held on March 17, 2021.
In addition, the Company entered into an amended and restated administration agreement (the “Restated Administration Agreement”) with the Adviser. The Restated Administration Agreement became effective upon consummation of the Transaction and the terms of the Restated Administration Agreement are identical to the Company’s prior administration agreement with the Adviser.
The description above is only a summary of the Restated Advisory Agreement and Restated Administration Agreement and does not purport to be complete and is qualified in its entirety by reference to the provisions in such agreements, copies of which are attached hereto as Exhibits 10.1 and 10.2 respectively.
Item 5.02(b) Departure of Directors or Certain Officers; Election ofDirectors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As previously disclosed in our Definitive Proxy Statement, dated January 27, 2021, the Transaction is intended to comply with Section 15(f) of the Investment Company Act of 1940 (the “1940 Act”). On May 18, 2021, in anticipation of the Transaction, and in order to ensure that the Transaction complies with Section 15(f), including the requirement that at least 75% of the members of the Company’s Board of Directors (the “Board”) not be “interested persons” (as defined in the 1940 Act) of the Company for three years following the consummation of the Transaction, Douglas Ostrover and Alan Kirshenbaum stepped down as directors of the Company, effective upon the consummation of the Transaction. The Board also voted to reduce its size from eight to six directors, effective upon the consummation of the Transaction.
The Transaction will not result in any changes to the Company’s investment objectives and strategies or to the investment advisory services provided to the Company. The executive officers and employees of the Adviser, Owl Rock Capital Partners LP and their affiliates who provide services to the Company will remain the same, the Adviser’s investment committee will remain the same, the Adviser’s investment process and investment resources will remain the same and the Adviser’s investment team that currently provides services to the Company will remain the same and continue to be focused on direct lending. Mr. Ostrover will continue to serve as the Adviser’s Chief Executive Officer and Co-Chief Investment Officer and as a member of the Adviser’s investment committee and now serves as Blue Owl’s Chief Executive Officer and Director. Mr. Kirshenbaum will continue to serve as Chief Financial Officer, Chief Operating Officer and Treasurer of the Company and Chief Financial Officer of the Adviser and now serves as Blue Owl’s Chief Financial Officer. Mr. Packer will continue to serve as a Director and Chief Executive Officer of the Company and also serves as a Senior Managing Director and Director of Blue Owl.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Owl Rock Technology Finance Corp. | |||
|---|---|---|---|
| May 19, 2021 | By: | /s/ Alan Kirshenbaum | |
| Name: | Alan Kirshenbaum | ||
| Title: | Chief Operating Officer, Chief Financial Officer and Treasurer |
Exhibit 10.1
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
BETWEEN
OWL ROCK TECHNOLOGY FINANCE CORP.
AND
OWL ROCK TECHNOLOGY ADVISORS LLC
This Amended and Restated Agreement (the “Agreement”) is made as of May 18, 2021, by and between Owl Rock Technology Finance Corp., a Maryland corporation (the “Company”), and Owl Rock Technology Advisors LLC, a Delaware limited liability company (the “Adviser”).
WHEREAS, the Company is a closed-end management investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “Investment Company Act”);
WHEREAS, the Adviser is an investment adviser that is registered under the Investment Advisers Act of 1940 (the “Advisers Act”);
WHEREAS, the Company and the Adviser entered into the investment advisory agreement dated August 10, 2018 (the “Original Agreement”); and
WHEREAS, as a result of the change of control of the Adviser that will result from the transaction (“Transaction”) pursuant to which Owl Rock Capital Group, LLC, the parent of the Adviser, and Dyal Capital Partners will merge to form Blue Owl Capital, Inc. and termination of the Original Agreement, the Company and the Adviser desire to amend and restate the Original Agreement in its entirety to set forth terms and conditions for the continued provision by the Adviser of investment advisory services to the Company.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the parties hereby agree as follows:
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| 1) | Duties of the Adviser |
|---|---|
| a) | The Company hereby employs the Adviser to act as the investment adviser to the Company and to manage the<br>investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”),<br>for the period and upon the terms herein set forth, (x) in accordance with the investment objective, policies and restrictions that<br>are set forth in the Company’s registration statement on Form 10 (as amended from time to time, the “Registration<br>Statement”) to be filed with the Securities and Exchange Commission (the “SEC”), and prior to the date on<br>which the SEC declares the Company’s Registration Statement effective, in accordance with the investment objective, policies and<br>restrictions that are set forth in the Company’s confidential private placement memorandum dated May, 2018 (the “PPM”)<br>and as amended from time to time; (y) in accordance with all other applicable federal and state laws, rules and regulations, and<br>the Company’s charter and by-laws as the same shall be amended from time to time; and (z) in accordance with the Investment<br>Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement:<br>(i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing<br>such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Company; (iii) close<br>and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain, or<br>sell; (v) use reasonable endeavors to ensure that the Company’s investments consist mainly of shares, securities or currencies<br>(or derivative contracts relating thereto), which for the avoidance of doubt may include loans, notes and other evidences of indebtedness;<br>(vi) perform due diligence on prospective portfolio companies; and (vii) provide the Company with such other investment advisory,<br>research, and related services as the Company may, from time to time, reasonably require for the investment of its funds, including providing<br>operating and managerial assistance to the Company and its portfolio companies as required. Subject to the supervision of the Board, the<br>Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including<br>the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or<br>sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange<br>for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary or appropriate<br>for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create<br>or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance<br>with the Investment Company Act). |
| --- | --- |
| b) | The Adviser hereby accepts such employment and agrees during the term hereof to render the services described<br>herein for the compensation provided herein. |
| --- | --- |
| c) | The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except<br>as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed<br>an agent of the Company. |
| --- | --- |
| d) | The Adviser shall keep and preserve for the period required by the Investment Company Act any books and<br>records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records<br>in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render<br>to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains<br>for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request,<br>provided that the Adviser may retain a copy of such records. |
| --- | --- |
| e) | The Adviser shall be primarily responsible for the execution of any trades in securities in the Company’s<br>portfolio and the Company’s allocation of brokerage commissions. |
| --- | --- |
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| 2) | Company’s Responsibilities and Expenses Payable by the Company |
|---|
Except as otherwise provided herein or in the Amended and Restated Administration Agreement (the “Administration Agreement”), dated May 18, 2021, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all overhead expenses of the Adviser (including rent, office equipment and utilities). The Company will bear all other costs and expenses of its operations, administration and transactions, including (without limitation): the cost of its organization and any offerings; the cost of calculating its net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; escrow agent, transfer agent and custodial fees and expenses; fees and expenses associated with marketing efforts; federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company.
| 3) | Compensation of the Adviser |
|---|
The Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (the “Management Fee”) and an incentive fee (the “Incentive Fee”) as hereinafter set forth. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct.
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| a) | For services rendered under this Agreement, the Management Fee will be payable quarterly in arrears. Management<br>Fees for any partial month or quarter will be appropriately prorated and adjusted for any share issuances or repurchases during the relevant<br>month or quarter. The Management fee shall be calculated as follows: |
|---|---|
| i) | Prior to an Exchange Listing, the Management Fee shall be calculated at an annual rate of 0.90% of (i)<br>the average of the Company’s gross assets, excluding cash and cash-equivalents but including assets purchased with borrowed amounts,<br>at the end of the two most recently completed calendar quarters; provided, however, that no Management Fee will be charged on the value<br>of the Company’s gross assets (excluding cash and cash-equivalents but including assets purchased with borrowed amounts) that is<br>below an asset coverage ratio of 200% calculated in accordance with Sections 18 and 61 of the Investment Company Act and (ii) the<br>average of any remaining undrawn capital commitments at the end of the two most recently completed calendar quarters. |
| --- | --- |
| ii) | Following an Exchange Listing, the Management Fee shall be calculated at an annual rate of (x) 1.50% of<br>the average of the Company’s gross assets (excluding cash and cash-equivalents but including assets purchased with borrowed amounts)<br>that is above an asset coverage ratio of 200% calculated in accordance with Sections 18 and 61 of the Investment Company Act, and (y)<br>1.00% of the average of the Company’s gross assets (excluding cash and cash-equivalents but including assets purchased with borrowed<br>amounts) that is below an asset coverage ratio of 200% calculated in accordance with Sections 18 and 61 of the Investment Company Act,<br>in each case, at the end of the two most recently completed calendar quarters. |
| --- | --- |
| b) | The Incentive Fee shall consist of two parts, as follows: |
| --- | --- |
| i) | One part will be calculated and payable quarterly in arrears and will be based on (x) prior to an Exchange<br>Listing, “pre-Incentive Fee net investment income” for the immediately preceding calendar quarter and (y) following an Exchange<br>Listing, “pre-Incentive fee net investment income” for the immediately preceding calendar quarter commencing with the first<br>calendar quarter following an Exchange Listing. For this purpose, pre-Incentive Fee net investment income means dividends (including reinvested<br>dividends), interest and fee income accrued by the Company during the calendar quarter, minus the Company’s operating expenses for<br>the calendar quarter (including the Management Fee, expenses payable under the Administration Agreement to the Administrator, and any<br>interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee<br>net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments<br>with pay-in-kind interest and zero coupon<br> securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee net investment income does not include<br> any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee net<br> investment income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately<br> preceding calendar quarter, will be compared to a “hurdle rate” of 1.5% per calendar quarter (6% annualized). The<br> Company’s net investment income used to calculate this part of the Incentive Fee is also included in the amount of its gross<br> assets used to calculate the Management Fee. <br><br><br><br>The Company will pay the Adviser an<br>Incentive Fee with respect to the Company’s pre-Incentive Fee net investment income in each calendar quarter as follows: |
| --- | --- |
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| · | With the exception of the Capital Gains Incentive Fee (as defined and discussed in greater detail below),<br>no Incentive Fee is payable to the Adviser in any calendar quarter in which the Company’s pre-Incentive Fee net investment income<br>does not exceed the hurdle rate of 1.5% for such calendar quarter. |
|---|---|
| · | 100% of the Company’s pre-Incentive Fee net investment income with respect to that portion of such<br>pre-Incentive Fee net investment income, if any, that exceeds the hurdle rate is payable to the Adviser until the Adviser has received<br>(i) prior to an Exchange Listing, 10% of the total pre-Incentive Fee net investment income for that calendar quarter, and (ii) following<br>an Exchange Listing, 17.5% of the total pre-Incentive Fee net investment income for that calendar quarter. The Company refers to this<br>portion of the Company’s Pre-Incentive Fee net investment income as the “catch-up.” |
| --- | --- |
| · | Prior to an Exchange Listing, once the hurdle is reached and the catch-up is achieved, 10% of all remaining<br>pre-Incentive Fee net investment income for that calendar quarter is payable to the Adviser. |
| --- | --- |
| · | Following an Exchange Listing, once the hurdle is reached and the catch-up is achieved, 17.5% of all remaining<br>pre-Incentive Fee net investment income for that calendar quarter is payable to the Adviser. |
| --- | --- |
| ii) | The second part of the Incentive Fee (the “Capital Gains Incentive Fee”) will be determined<br>and payable in arrears as of the end of each calendar year of the Company (or upon termination of this Agreement as set forth below),<br>and will equal (x) prior to an Exchange Listing, 10% of realized capital gains, if any, on a cumulative basis from the date of the first<br>closing of the Company’s private placement offering pursuant to the PPM (the “Initial Closing Date”) through<br>the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis from<br>the Initial Closing Date through the end of each calendar year, less the aggregate amount of any previously paid Capital Gains Incentive<br>Fees, and (b) following an Exchange Listing, 17.5% of the Company’s realized capital gains, if any, on a cumulative basis from the<br>date on which the Exchange Listing becomes effective (the “Listing Date”) to the end of such calendar year, computed<br>net of all realized capital losses and unrealized capital depreciation on a cumulative basis from the Listing Date through the end of<br>each calendar year, minus the aggregate amount of any previously paid Capital Gains<br>Incentive Fees for prior periods. In no event will the Capital Gains Incentive Fee payable pursuant hereto be in excess of the amount<br>permitted by the Investment Advisers Act of 1940, as amended, including Section 205 thereof. |
| --- | --- |
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| iii) | Examples of the quarterly incentive fee calculation are attached hereto as Annex A. Such examples are<br>included for illustrative purposes only and are not considered part of this Agreement. |
|---|---|
| 4) | Covenants of the Adviser |
| --- | --- |
The Adviser agrees that it will remain registered as an investment adviser under the Advisers Act so long as the Company maintains its election to be regulated as a BDC under the Investment Company Act. The Adviser agrees that its activities will at all times be in compliance in all material respects with all applicable federal and state laws governing its operations and investments.
| 5) | Excess Brokerage Commissions |
|---|
The Adviser is hereby authorized, to the fullest extent now or hereafter permitted by law, to cause the Company to pay a member of a national securities exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of such exchange, broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith, taking into account such factors as price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the firm and the firm’s risk and skill in positioning blocks of securities, that such amount of commission is reasonable in relation to the value of the brokerage and/or research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or its overall responsibilities with respect to the Company’s portfolio, and constitutes the best net results for the Company.
| 6) | Investment Team |
|---|
The Adviser shall manage the Company’s portfolio through a team of investment professionals (the “Investment Team”) dedicated primarily to the Company’s business, in cooperation with the Company’s Chief Executive Officer. The Investment Team shall be comprised of senior personnel of the Adviser, supported by and with access to the investment professionals, analytical capabilities and support personnel of the Adviser.
| 7) | Limitations on the Employment of the Adviser |
|---|
The services of the Adviser to the Company are not exclusive, and the Adviser may engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment-based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Company, so long as its services to the Company hereunder are not impaired thereby, and nothing in this Agreement shall limit or restrict the right of any manager, partner, officer or employee of the Adviser to engage in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Company’s portfolio companies, subject to applicable law). So long as this Agreement or any extension, renewal or amendment remains in effect, the Adviser shall be the only investment adviser for the Company, subject to the Adviser’s right to enter into sub-advisory agreements as set forth herein. The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that directors, officers, employees and stockholders of the Company are or may become interested in the Adviser and its affiliates, as directors, officers, employees, partners, stockholders, members, managers or otherwise, and that the Adviser and directors, officers, employees, partners, stockholders, members and managers of the Adviser and its affiliates are or may become similarly interested in the Company as stockholders or otherwise.
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| 8) | Responsibility of Dual Directors, Officers and/or Employees |
|---|
If any person who is a manager, partner, officer or employee of the Adviser is or becomes a director, officer and/or employee of the Company and acts as such in any business of the Company, then such manager, partner, officer and/or employee of the Adviser or the Administrator shall be deemed to be acting in such capacity solely for the Company, and not as a manager, partner, officer or employee of the Adviser or the Administrator or under the control or direction of the Adviser or the Administrator, even if paid by the Adviser or the Administrator.
| 9) | Limitation of Liability of the Adviser; Indemnification |
|---|
The Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser, including without limitation its sole member) shall not be liable to the Company for any action taken or omitted to be taken by the Adviser in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Company (except to the extent specified in Section 36(b) of the Investment Company Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services), and the Company shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser, including without limitation its general partner or managing member and the Administrator each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Company. Notwithstanding the preceding sentence of this Section 9 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of criminal conduct, willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the SEC or its staff thereunder).
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| 10) | Effectiveness, Duration and Termination of Agreement |
|---|---|
| a) | This Agreement shall become effective upon consummation of the Transaction. This Agreement may be terminated at any time, without the<br> payment of any penalty, on 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the<br> Company or by the vote of the Company’s directors or by the Adviser. The provisions of Section 9 of this Agreement shall<br> remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of<br> this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled<br> to any amounts owed under Section 3 through the date of termination or expiration, and Section 9 shall continue in force<br> and effect and apply to the Adviser and its representatives as and to the extent applicable. |
| --- | --- |
| b) | This Agreement shall continue in effect for two years from the consummation of the Transaction, or to the extent consistent<br>with the requirements of the Investment Company Act, from the date of the Company’s election to be regulated as a BDC under the<br>Investment Company Act, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically<br>approved at least annually by (A) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the<br>Company and (B) the vote of a majority of the Company’s directors who are not parties to this Agreement or “interested<br>persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with<br>the requirements of the Investment Company Act. |
| --- | --- |
| c) | This Agreement will automatically terminate in the event of its “assignment” (as such term<br>is defined for purposes of Section 15(a)(4) of the Investment Company Act). |
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| 11) | Notices |
| --- | --- |
Any notice under this Agreement shall be given in writing, addressed and delivered or mailed, postage prepaid, to the other party at its principal office.
| 12) | Amendments |
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This Agreement may be amended by mutual consent, but the consent of the Company must be obtained in conformity with the requirements of the Investment Company Act.
| 13) | Entire Agreement; Governing Law |
|---|
This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. This Agreement shall be construed in accordance with the laws of the State of Delaware and in accordance with the applicable provisions of the Investment Company Act. In such case, to the extent the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control.
[Remainder of page intentionally left blank.]
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* * *
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date above written.
| OWL ROCK TECHNOLOGY FINANCE CORP. | ||
|---|---|---|
| By: | /s/ Alan Kirshenbaum | |
| Name: | Alan Kirshenbaum | |
| Title: | Chief Operating Officer and Chief Financial Officer | |
| OWL ROCK TECHNOLOGY ADVISORS LLC | ||
| By: | /s/ Alan Kirshenbaum | |
| Name: | Alan Kirshenbaum | |
| Title: | Chief Operating Officer and Chief Financial Officer |
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Annex A
Examples of Quarterly Incentive Fee Calculation
Before an Exchange Listing
Example 1: Income Related Portion of Incentive Fee^1,2^:
Alternative 1
Assumptions
Investment income (including interest, dividends, fees, etc.) = 1.50%
Hurdle rate^3^ = 1.50%
Management fee^4^ = 0.23%
Other expenses (legal, accounting, custodian, transfer agent, etc.)^5^ = 0.20%
Pre-Incentive Fee net investment income
(investment income - (management fee + other expenses)) = 1.07%
Pre-incentive net investment income does not exceed hurdle rate, therefore there is no Incentive Fee.
Alternative 2
Assumptions
Investment income (including interest, dividends, fees, etc.) = 2.10%
Hurdle rate^3^ = 1.50%
Management fee^4^ = 0.23%
Other expenses (legal, accounting, custodian, transfer agent, etc.)^5^ = 0.20%
Pre-Incentive Fee net investment income
(investment income - (management fee + other expenses)) = 1.67%
Incentive Fee = 100% × pre-Incentive Fee net investment income, subject to the “catch-up”^6^
= 100% × (1.67% - 1.5%)
= 0.17%
A-1
Alternative 3
Assumptions
Investment income (including interest, dividends, fees, etc.) = 3.50%
Hurdle rate^3^ = 1.50%
Management fee^4^ = 0.23%
Other expenses (legal, accounting, custodian, transfer agent, etc.)^5^ = 0.20%
Pre-Incentive Fee net investment income
(investment income - (management fee + other expenses)) = 3.07%
Incentive Fee = 10% × pre-Incentive Fee net investment income, subject to “catch-up”^6^
Incentive Fee = 100% × “catch-up” + (10% × (pre-Incentive Fee net investment income - 1.67%))
Catch-up = 1.67% - 1.5% = 0.17% Incentive Fee = (100% × 0.17%) + (10% × (3.07% - 1.67%))
= 0.17% + (10% × 1.40%)
= 0.17% + 0.14%
= 0.31%
^1^This example assumes that an Exchange Listing has notoccurred.
^2^ The hypothetical amount of pre-Incentive Fee net investmentincome shown is based on a percentage of total net assets.
^3^ Represents 6.0% annualized hurdle rate.
^4^ Represents 1.00% annualized management fee.
^5^ Excludes organizational and offering expenses.
^6^ The “catch-up” provision is intended toprovide the Adviser with an Incentive Fee of 10% on all of the Company’s pre-Incentive Fee net investment income as if a hurdlerate did not apply. The “catch-up” portion of the Company’s pre-Incentive Fee net investment income is the portion thatexceeds the 1.5% hurdle rate but is less than or equal to 1.67% in any quarter.
A-2
Examples of Quarterly Incentive Fee Calculation
After an Exchange Listing
Example 2: Income Related Portion of Incentive Fee^1,2^:
Alternative 1
Assumptions
Investment income (including interest, dividends, fees, etc.) = 1.50%
Hurdle rate^3^ = 1.50%
Management fee^4^ = 0.38%
Other expenses (legal, accounting, custodian, transfer agent, etc.)^5^ = 0.20%
Pre-Incentive Fee net investment income
(investment income - (management fee + other expenses)) = 0.92%
Pre-incentive net investment income does not exceed hurdle rate, therefore there is no Incentive Fee.
Alternative 2
Assumptions
Investment income (including interest, dividends, fees, etc.) = 2.10%
Hurdle rate^3^ = 1.50%
Management fee^4^ = 0.38%
Other expenses (legal, accounting, custodian, transfer agent, etc.)^5^ = 0.20%
Pre-Incentive Fee net investment income
(investment income - (management fee + other expenses)) = 1.52%
Incentive Fee = 100% × pre-Incentive Fee net investment income, subject to the “catch-up”^6^
= 100% × (1.52% - 1.50%)
= 0.02%
A-3
Alternative 3
Assumptions
Investment income (including interest, dividends, fees, etc.) = 3.50%
Hurdle rate^3^ = 1.50%
Management fee^4^ = 0.38%
Other expenses (legal, accounting, custodian, transfer agent, etc.)^5^ = 0.20%
Pre-Incentive Fee net investment income
(investment income - (management fee + other expenses)) = 2.93%
Incentive Fee = 17.50% × pre-Incentive Fee net investment income, subject to “catch-up”^6^
Incentive Fee = 100% × “catch-up” + (17.50% × (pre-Incentive Fee net investment income - 1.82%))
Catch-up = 1.82% - 1.50% = 0.32%
Incentive Fee = (100% × 0.32%) + (17.50% × (2.92% - 1.82%))
= 0.32% + (17.50% × 1.10%)
= 0.32% + 0.19%
= 0.51%
^1^This example assumes that an Exchange Listing has occurred.
^2^ The hypothetical amount of pre-Incentive Fee net investmentincome shown is based on a percentage of total net assets.
^3^ Represents 6.0% annualized hurdle rate.
^4^ Represents 1.50% annualized management fee.
^5^ Excludes organizational and offering expenses.
^6^ The “catch-up” provision is intended toprovide the Adviser with an Incentive Fee of 17.50% on all of the Company’s pre-Incentive Fee net investment income as if a hurdlerate did not apply. The “catch-up” portion of the Company’s pre-Incentive Fee net investment income is the portion thatexceeds the 1.5% hurdle rate but is less than or equal to 1.82% in any quarter.
A-4
Example 3: Capital Gains Portion of Incentive Fee (Before an ExchangeListing):
Assumptions
| · | Year 1: The Listing Date has not occurred prior to the first day of the first calendar quarter.<br>Prior to the last day of the first calendar quarter the Company has made an investment in Company A (“Investment A”),<br>an investment in Company B (“Investment B”), an investment in Company C (“Investment C”), an investment<br>in Company D (“Investment D”) and an investment in Company E (“Investment E”). On the last day of<br>the first calendar quarter the fair market value (“FMV”) of each of Investment A, Investment B, Investment C, Investment<br>D and Investment E is $10 million. For purposes of calculating the Capital Gains Incentive Fee, the cost basis of each of Investment A,<br>Investment B, Investment C, Investment D and Investment E is considered to be its FMV as of the last day of the first calendar quarter;<br>provided, however, that in no event will the Capital Gains Incentive Fee payable pursuant hereto be in excess of the amount permitted<br>by the Investment Advisers Act of 1940, as amended, including Section 205 thereof. |
|---|---|
| · | Year 2: Investment A sold for $20 million, fair market value (“FMV”) of Investment B determined to<br>be $8 million, FMV of Investment C determined to be $12 million, and FMV of Investments D and E each determined to be $10 million. |
| --- | --- |
| · | Year 3: FMV of Investment of B determined to be $8 million, FMV of Investment C determined to be $14 million, FMV of Investment<br>D determined to be $14 million and FMV of Investment E determined to be $16 million. |
| --- | --- |
| · | Year 4: $10 million investment made in Company F (“Investment F”), Investment D sold for $12 million,<br>FMV of Investment B determined to be $10 million, FMV of Investment C determined to be $16 million and FMV of Investment E determined<br>to be $14 million. |
| --- | --- |
| · | Year 5: Investment C sold for $20 million, FMV of Investment B determined to be $14 million, FMV of Investment E<br>determined to be $10 million and FMV of Investment F determined to $12 million. |
| --- | --- |
| · | Year 6: Investment B sold for $16 million, FMV of Investment E determined to be $8 million and FMV of Investment<br>F determined to be $15 million. |
| --- | --- |
| · | Year 7: Investment E sold for $8 million and FMV of Investment F determined to be $17 million. |
| --- | --- |
| · | Year 8: Investment F sold for $18 million. |
| --- | --- |
A-5
These assumptions are summarized in the following chart:
| Cumulative | Cumulative | Cumulative | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Unrealized | Realized | Realized | |||||||
| Investment | Investment | Investment | Investment | Investment | Investment | Capital | Capital | Capital | |
| A | B | C | D | E | F | Depreciation | Losses | Gains | |
| Year 1 | $10 million (FMV/cost basis) | $10 million (FMV/cost basis) | $10 million (FMV/cost basis) | $10 million (FMV/cost basis) | $10 million (FMV/cost basis) | — | — | — | — |
| Year 2 | $20 million (sale price) | $8 million FMV | $12 million FMV | $10 million FMV | $10 million FMV | — | $2 million | — | $10 million |
| Year 3 | — | $8 million FMV | $14 million FMV | $14 million FMV | $16 million FMV | — | $2 million | — | $10 million |
| Year 4 | — | $10 million FMV | $16 million FMV | $12 million (sale price) | $14 million FMV | $10 million (cost basis) | — | — | $12 million |
| Year 5 | — | $14 million FMV | $20 million (sale price) | — | $10 million FMV | $12 million FMV | — | — | $22 million |
| Year 6 | — | $16 million (sale price) | — | — | $8 million FMV | $15 million FMV | $2 million | — | $28 million |
| Year 7 | — | — | — | — | $8 million (sale price) | $17 million FMV | — | $2 million | $28 million |
| Year 8 | — | — | — | — | — | $18 million (sale price) | — | $2 million | $36 million |
Before an Exchange Listing, the capital gains portion of the Incentive Fee would be:
| • | Year<br>1: None |
|---|---|
| • | Year<br>2: |
| --- | --- |
Capital Gains Incentive Fee = 10% multiplied by ($10 million realized capital gains on sale of Investment A less $2 million cumulative capital depreciation) = $0.8 million
| • | Year<br>3: |
|---|
Capital Gains Incentive Fee = 10% multiplied by ($10 million cumulative realized capital gains less $2 million cumulative capital depreciation)) less $1.6 million cumulative Capital Gains Incentive Fee previously paid = $1.6 million less $1.6 million = $0.00
| • | Year<br>4: |
|---|
Capital Gains Incentive Fee = (10% multiplied by ($12 million cumulative realized capital gains)) less $1.6 million cumulative Capital Incentive Gains Fee previously paid = $2.4 million less $1.6 million = $0.4 million
A-6
| • | Year<br>5: |
|---|
Capital Gains Incentive Fee = (10% multiplied by ($22 million cumulative realized capital gains)) less $2.4 million cumulative Capital Gains Incentive Fee previously paid = $4.4 million less $2.4 million = $1.00 million
| • | Year<br>6: |
|---|
Capital Gains Incentive Fee = (10% multiplied by ($28 million cumulative realized capital gains less $2 million cumulative capital depreciation)) less $4.4 million cumulative Capital Gains Incentive Fee previously paid = $5.2 million less $4.4 million = $0.40 million
| • | Year<br>7: |
|---|
Capital Gains Incentive Fee = (10% multiplied by ($28 million cumulative realized capital gains less $2 million cumulative realized capital losses)) less $5.2 million cumulative Capital Gains Incentive Fee previously paid = $5.2 million less $5.2 million = $0.00
| • | Year<br>8: |
|---|
Capital Gains Incentive Fee = (10% multiplied by ($36 million cumulative realized capital gains less $2 million cumulative realized capital losses)) less $5.2 million cumulative Capital Gains Incentive Fee previously paid = $6.8 million less $5.2 million = $0.8 million
A-7
Example 4: Capital Gains Portion of Incentive Fee (After an ExchangeListing):
Assumptions
| · | Year 1: The Listing Date is the last day of the first calendar quarter. Prior to the last day of<br>the first calendar quarter the Company has made an investment in Company A (“Investment A”), an investment in Company<br>B (“Investment B”), an investment in Company C (“Investment C”), an investment in Company D (“Investment<br>D”) and an investment in Company E (“Investment E”). On the last day of the first calendar quarter the fair<br>market value (“FMV”) of each of Investment A, Investment B, Investment C, Investment D and Investment E is $10 million.<br>For purposes of calculating the Capital Gains Incentive Fee, the cost basis of each of Investment A, Investment B, Investment C, Investment<br>D and Investment E is considered to be its FMV as of the last day of the first calendar quarter; provided, however, that in no event will<br>the Capital Gains Incentive Fee payable pursuant hereto be in excess of the amount permitted by the Investment Advisers Act of 1940, as<br>amended, including Section 205 thereof. |
|---|---|
| · | Year 2: Investment A sold for $20 million, fair market value (“FMV”) of Investment B determined to<br>be $8 million, FMV of Investment C determined to be $12 million, and FMV of Investments D and E each determined to be $10 million. |
| --- | --- |
| · | Year 3: FMV of Investment of B determined to be $8 million, FMV of Investment C determined to be $14 million, FMV of Investment<br>D determined to be $14 million and FMV of Investment E determined to be $16 million. |
| --- | --- |
| · | Year 4: $10 million investment made in Company F (“Investment F”), Investment D sold for $12 million,<br>FMV of Investment B determined to be $10 million, FMV of Investment C determined to be $16 million and FMV of Investment E determined<br>to be $14 million. |
| --- | --- |
| · | Year 5: Investment C sold for $20 million, FMV of Investment B determined to be $14 million, FMV of Investment E<br>determined to be $10 million and FMV of Investment F determined to $12 million. |
| --- | --- |
| · | Year 6: Investment B sold for $16 million, FMV of Investment E determined to be $8 million and FMV of Investment<br>F determined to be $15 million. |
| --- | --- |
| · | Year 7: Investment E sold for $8 million and FMV of Investment F determined to be $17 million. |
| --- | --- |
| · | Year 8: Investment F sold for $18 million. |
| --- | --- |
A-8
These assumptions are summarized in the following chart:
| Cumulative | Cumulative | Cumulative | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Unrealized | Realized | Realized | |||||||
| Investment | Investment | Investment | Investment | Investment | Investment | Capital | Capital | Capital | |
| A | B | C | D | E | F | Depreciation | Losses | Gains | |
| Year 1 | $10 million (FMV/cost basis) | $10 million (FMV/cost basis) | $10 million (FMV/cost basis) | $10 million (FMV/cost basis) | $10 million (FMV/cost basis) | — | — | — | — |
| Year 2 | $20 million (sale price) | $8 million FMV | $12 million FMV | $10 million FMV | $10 million FMV | — | $2 million | — | $10 million |
| Year 3 | — | $8 million FMV | $14 million FMV | $14 million FMV | $16 million FMV | — | $2 million | — | $10 million |
| Year 4 | — | $10 million FMV | $16 million FMV | $12 million (sale price) | $14 million FMV | $10 million (cost basis) | — | — | $12 million |
| Year 5 | — | $14 million FMV | $20 million (sale price) | — | $10 million FMV | $12 million FMV | — | — | $22 million |
| Year 6 | — | $16 million (sale price) | — | — | $8 million FMV | $15 million FMV | $2 million | — | $28 million |
| Year 7 | — | — | — | — | $8 million (sale price) | $17 million FMV | — | $2 million | $28 million |
| Year 8 | — | — | — | — | — | $18 million (sale price) | — | $2 million | $36 million |
After an Exchange Listing, the capital gains portion of the Incentive Fee would be:
| • | Year<br>1: None |
|---|---|
| • | Year<br>2: |
| --- | --- |
Capital Gains Incentive Fee = 17.50% multiplied by ($10 million realized capital gains on sale of Investment A less $2 million cumulative capital depreciation) = $1.4 million
| • | Year<br>3: |
|---|
Capital Gains Incentive Fee = 17.50% multiplied by ($10 million cumulative realized capital gains less $2 million cumulative capital depreciation)) less $1.6 million cumulative Capital Gains Incentive Fee previously paid = $1.6 million less $1.6 million = $0.00
| • | Year<br>4: |
|---|
Capital Gains Incentive Fee = (17.50% multiplied by ($12 million cumulative realized capital gains)) less $1.6 million cumulative Capital Incentive Gains Fee previously paid = $2.4 million less $1.6 million = $0.7 million
A-9
| • | Year<br>5: |
|---|
Capital Gains Incentive Fee = (17.50% multiplied by ($22 million cumulative realized capital gains)) less $2.4 million cumulative Capital Gains Incentive Fee previously paid = $4.4 million less $2.4 million = $1.75 million
| • | Year<br>6: |
|---|
Capital Gains Incentive Fee = (17.50% multiplied by ($28 million cumulative realized capital gains less $2 million cumulative capital depreciation)) less $4.4 million cumulative Capital Gains Incentive Fee previously paid = $5.2 million less $4.4 million = $0.70 million
| • | Year<br>7: |
|---|
Capital Gains Incentive Fee = (17.50% multiplied by ($28 million cumulative realized capital gains less $2 million cumulative realized capital losses)) less $5.2 million cumulative Capital Gains Incentive Fee previously paid = $5.2 million less $5.2 million = $0.00
| • | Year<br>8: |
|---|
Capital Gains Incentive Fee = (17.50% multiplied by ($36 million cumulative realized capital gains less $2 million cumulative realized capital losses)) less $5.2 million cumulative Capital Gains Incentive Fee previously paid = $6.8 million less $5.2 million = $1.4 million
A-10
Exhibit 10.2
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
BETWEEN
OWL ROCK TECHNOLOGY FINANCE CORP.
AND
OWL ROCK TECHNOLOGY ADVISORS LLC
This Amended and Restated Agreement (“Agreement”) is made as of May 18, 2021 by and between OWL ROCK TECHNOLOGY FINANCE CORP., a Maryland corporation (the “Company”), and OWL ROCK TECHNOLOGY ADVISORS LLC, a Delaware limited liability company (the “Administrator”).
WHEREAS, the Company is a closed-end management investment fund that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “Investment Company Act”);
WHEREAS, the Company and the Administrator entered into the administration agreement dated August 10, 2018 (the “Original Agreement”); and
WHEREAS, as a result of the change of control of the Administrator that will result from the transaction (the “Transaction”) pursuant to which Owl Rock Capital Group, LLC, the parent of the Administrator, and Dyal Capital Partners will merge to form Blue Owl Capital, Inc., the Company and the Administrator desire to amend and restate the Original Agreement in its entirety to set forth terms and conditions for the continued provision by the Administrator of administrative services to the Company.
NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Company and the Administrator hereby agree as follows:
| 1. | Duties of the Administrator |
|---|---|
| a. | Employment of Administrator. The Company hereby employs the Administrator to act as administrator of the Company, and to furnish, or arrange for others to furnish, the administrative services, personnel and facilities described below, subject to review by and the overall control of the Board of Directors of the Company (the “Board”), for the period and on the terms and conditions set forth in this Agreement. The Administrator hereby accepts such employment and agrees during such period to render, or arrange for the rendering of, such services and to assume the obligations herein set forth subject to the reimbursement of costs and expenses provided for below. The Administrator and such others shall for all purposes herein be deemed to be independent contractors and shall, unless otherwise expressly provided or authorized herein, have no authority to act for or represent the Company in any way or otherwise be deemed agents of the Company. |
| --- | --- |
| b. | Services. The Administrator shall perform (or oversee, or arrange for, the performance of) the administrative services necessary for the operation of the Company. Without limiting the generality of the foregoing, the Administrator shall provide the Company with office facilities, equipment, clerical, bookkeeping and record keeping services and such other services as the Administrator, subject to review by the Board, shall from time to time determine to be necessary or useful to perform its obligations under this Agreement. The Administrator shall also, on behalf of the Company, conduct relations with custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. The Administrator shall make reports to the Board of its performance of obligations hereunder and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Company as it shall determine to be desirable; provided that nothing herein shall be construed to require the Administrator to, and the Administrator shall not, in its capacity as Administrator pursuant to this Agreement, provide any advice or recommendation relating to the securities and other assets that the Company should purchase, retain or sell or any other investment advisory services to the Company. The Administrator shall be responsible for the financial and other records that the Company is required to maintain and shall prepare, print and disseminate reports to stockholders, and reports and other materials filed with the Securities and Exchange Commission (the “SEC”). The Administrator will provide on the Company’s behalf significant managerial assistance to those portfolio companies to which the Company is required to provide such assistance. In addition, the Administrator will assist the Company in determining and publishing (as necessary or appropriate) the Company’s net asset value, overseeing the preparation and filing of the Company’s tax returns, and generally overseeing the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others. |
| --- | --- |
1
| 2. | Records |
|---|
The Administrator agrees to maintain and keep all books, accounts and other records of the Company that relate to activities performed by the Administrator hereunder and will maintain and keep such books, accounts and records in accordance with the Investment Company Act. In compliance with the requirements of Rule 31a-3 under the Investment Company Act, the Administrator agrees that all records which it maintains for the Company shall at all times remain the property of the Company, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request. The Administrator further agrees that all records which it maintains for the Company pursuant to Rule 31a-1 under the Investment Company Act will be preserved for the periods prescribed by Rule 31a-2 under the Investment Company Act unless any such records are earlier surrendered as provided above. Records shall be surrendered in usable machine-readable form. The Administrator shall have the right to retain copies of such records subject to observance of its confidentiality obligations under this Agreement.
| 3. | Confidentiality |
|---|
The parties hereto agree that each shall treat confidentially the terms and conditions of this Agreement and all information provided by each party to the other regarding its business and operations. All confidential information provided by a party hereto, including nonpublic personal information (regulated pursuant to Regulation S-P of the SEC), shall be used by any other party hereto solely for the purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is required to be disclosed by any regulatory authority, any authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.
2
| 4. | Compensation; Allocation of Costs and Expenses |
|---|
In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, it being understood and agreed that, except as otherwise provided herein or in that certain Amended and Restated Investment Advisory Agreement, by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Amended and Restated Investment Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). The Company will bear all costs and expenses that are incurred in its operation, administration and transactions and not specifically assumed by the Adviser pursuant to the Advisory Agreement. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: the cost of its organization and any offerings; the cost of calculating its net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Administrator, or members of the Investment Team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; escrow agent, transfer agent and custodial fees and expenses; fees and expenses associated with marketing efforts; federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company.
| 5. | Limitation of Liability of the Administrator; Indemnification |
|---|
The Administrator (and its members, managers, officers, employees, agents, controlling persons and any other person or entity affiliated with it) shall not be liable to the Company for any action taken or omitted to be taken by the Administrator in connection with the performance of any of its duties or obligations under this Agreement or otherwise as administrator for the Company and the Company shall indemnify, defend and protect the Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with the Administrator each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Administrator’s duties or obligations under this Agreement or otherwise as administrator for the Company. Notwithstanding the preceding sentence of this Section 5 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Administrator’s duties or by reason of the reckless disregard of the Administrator’s duties and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the SEC or its staff thereunder).
3
| 6. | Activities of the Administrator |
|---|
The services of the Administrator to the Company are not to be deemed to be exclusive, and the Administrator and each affiliate is free to render services to others. It is understood that directors, officers, employees and stockholders of the Company are or may become interested in the Administrator and its affiliates, as directors, officers, members, managers, employees, partners, stockholders or otherwise, and that the Administrator and directors, officers, members, managers, employees, partners and stockholders of the Administrator and its affiliates are or may become similarly interested in the Company as stockholders or otherwise.
| 7. | Duration and Termination of this Agreement |
|---|---|
| a. | This Agreement shall continue in effect for two years from the consummation of the Transaction, and<br> thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at<br> least annually by: |
| --- | --- |
| i. | the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company; and |
| --- | --- |
| ii. | the vote of a majority of the Company’s directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. |
| --- | --- |
| b. | The Agreement may be terminated at any time, without the payment of any penalty, on 60 days’<br>written notice, by the vote of a majority of the outstanding voting securities of the Company, or by the vote of the Board or by the Administrator. |
| --- | --- |
| c. | This Agreement may not be assigned by a party without the consent of the other party; provided,<br>however, that the rights and obligations of the Company under this Agreement shall not be deemed to be assigned to a newly formed<br>entity in the event of the merger of the Company into, or conveyance of all of the assets of the Company to, such newly formed entity;<br>provided, further, however, that the sole purpose of that merger or conveyance is to effect a mere change in the<br>Company’s legal form into another limited liability entity. The provisions of Section 5 of this Agreement shall remain in full<br>force and effect, and the Administrator shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. |
| --- | --- |
| 8. | Amendments of this Agreement |
| --- | --- |
This Agreement may be amended pursuant to a written instrument by mutual consent of the parties.
| 9. | Governing Law |
|---|
This Agreement shall be construed in accordance with the laws of the State of Delaware and the applicable provisions of the Investment Company Act, if any. In such case, to the extent the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control.
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| 10. | Entire Agreement |
|---|
This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof.
| 11. | Notices |
|---|
Any notice under this Agreement shall be given in writing, addressed and delivered or mailed, postage prepaid, to the other party at its principal office.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.
| OWL ROCK TECHNOLOGY FINANCE CORP. | ||
|---|---|---|
| By: | /s/ Alan Kirshenbaum | |
| Name: | Alan Kirshenbaum | |
| Title: | Chief Operating Officer and Chief Financial Officer | |
| OWL ROCK TECHNOLOGY ADVISORS LLC | ||
| --- | --- | --- |
| By: | /s/ Alan Kirshenbaum | |
| Name: | Alan Kirshenbaum | |
| Title: | Chief Operating Officer and Chief Financial Officer |
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