EX-10.2





 Exhibit 10.2 

ADMINISTRATION AGREEMENT 

BETWEEN 
 OWL ROCK
TECHNOLOGY FINANCE CORP. II 
 AND 

OWL ROCK TECHNOLOGY ADVISORS II LLC 

This Agreement (“Agreement”) is made as of December 1, 2021 by and between OWL ROCK TECHNOLOGY FINANCE CORP. II, a
Maryland corporation (the “Company”), and OWL ROCK TECHNOLOGY ADVISORS II 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 desires to retain the Administrator to provide administrative services to the Company in the manner and on the terms
hereinafter set forth; and 
 WHEREAS, the Administrator is willing to provide administrative services to the Company on the terms and
conditions hereafter set forth. 
 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. 


  

	 	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. 

  
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	 	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. 
  

	 	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 Investment Advisory Agreement, by and
between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the 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 

  
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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). 

 

	 	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. 

  
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	 	7.	 Duration and Termination of this Agreement 



 

	 	a.	 This Agreement shall continue in effect for two (2) years from the date hereof, and thereafter shall
continue automatically for successive annual periods, provided that such continuance is specifically approved at 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 sixty (60) days’
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,
however, that the rights and obligations of the Company under this Agreement shall not be deemed to be assigned to a newly formed 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; provided, further, however, that the sole purpose of that merger or conveyance is to effect a mere change in the Company’s legal form into another limited liability entity. The provisions of
Section 5 of this Agreement shall remain in full 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. 

 

	 	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. 

  
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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. 

  
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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. II
		
	By:	 	 /s/ Jonathan Lamm

		 	Name: Jonathan Lamm
		 	Title: Chief Operating Officer and Chief           Financial Officer
	
	OWL ROCK TECHNOLOGY ADVISORS II LLC
		
	By:	 	 /s/ Alan Kirshenbaum

		 	Name: Alan Kirshenbaum
		 	Title: Chief Operating Officer and Chief           Financial Officer



  
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