EX-10.1





 Exhibit 10.1 

INVESTMENT ADVISORY AGREEMENT 

BETWEEN 
 OWL ROCK
TECHNOLOGY FINANCE CORP. II 
 AND 

OWL ROCK TECHNOLOGY ADVISORS II LLC 

This Agreement (the “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 “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”); and 
 WHEREAS, the Company desires to retain the Adviser to furnish investment advisory services to the Company on the
terms and conditions hereinafter set forth, and the Adviser desires to be retained to provide such services. 
 NOW, THEREFORE, in
consideration of the premises and for other good and valuable consideration, the parties hereby agree as follows: 
  

	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
investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (x) in accordance with the
investment objective, policies and restrictions that are set forth in the Company’s registration statement on Form 10 (as amended from time to time, the “Registration Statement”) to be filed with the Securities and
Exchange Commission (the “SEC”), and prior to the date on which the SEC declares the Company’s Registration Statement effective, in accordance with the investment objective, policies and restrictions that are set forth in the
Company’s confidential private placement memorandum dated December 1, 2021, as amended from time to time (the “PPM”); (y) in accordance with all other applicable federal and state laws, rules and regulations, and the
Company’s charter and by-laws as the same shall be amended from time to time; and (z) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser
shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes;
(ii) identify/source, research, evaluate and negotiate the 















	 	
structure of the investments made by the Company; (iii) close and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase,
retain, or sell; (v) use reasonable endeavors to ensure that the Company’s investments consist mainly of shares, securities or currencies (or derivative contracts relating thereto), which for the avoidance of doubt may include loans, notes
and other evidences of indebtedness; (vi) perform due diligence on prospective portfolio companies; and (vii) provide the Company with such other investment advisory, research, and related services as the Company may, from time to time,
reasonably require for the investment of its funds, including providing operating and managerial assistance to the Company and its portfolio companies as required. Subject to the supervision of the Board, the Adviser shall have the power and
authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale
transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is
necessary or appropriate for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such
investments through such special purpose vehicle (in accordance with the Investment Company Act). 

  

	 	b)	 The Adviser hereby accepts such employment and agrees during the term hereof to render the services described
herein for the compensation provided herein. 


  

	 	c)	 The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as
expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company. 



 

	 	d)	 The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records
relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio
transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to
the Company any such records upon the Company’s request, 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
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 Administration Agreement (the “Administration Agreement”), dated
December 1, 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
(defined below), 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
Fees for any partial month or quarter will be appropriately prorated and adjusted for any share issuances or repurchases during the relevant 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) the
average of the Company’s gross assets, excluding cash and cash-equivalents but including assets purchased with borrowed amounts, at the end of the two most recently completed calendar quarters; provided, however, that no Management Fee will be
charged on the value of the Company’s gross assets (excluding cash and cash-equivalents but including assets purchased with borrowed amounts) that is below an asset coverage ratio of 200% calculated in accordance with Sections 18 and 61 of the
Investment Company Act and (ii) the 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 the
average of the Company’s gross assets (excluding cash and cash-equivalents but including assets purchased with borrowed amounts) that is above an asset coverage ratio of 200% calculated in accordance with Sections 18 and 61 of the Investment
Company Act, and (y) 1.00% of the average of the Company’s gross assets (excluding cash and cash-equivalents but including assets purchased with borrowed amounts) that is below an asset coverage ratio of 200% calculated in accordance with
Sections 18 and 61 of the Investment Company Act, 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
Listing, “pre-Incentive Fee net investment income” for the immediately preceding calendar quarter and (y) following an Exchange Listing,
“pre-Incentive fee net investment income” for the immediately preceding calendar quarter commencing with the first calendar quarter following an Exchange Listing. For this purpose, pre-Incentive Fee net investment income means dividends (including reinvested dividends), interest and fee income accrued by the Company during the calendar quarter, minus the Company’s operating expenses for
the calendar quarter (including the Management Fee, expenses payable under the Administration Agreement to the Administrator, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive
Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee net investment income does not include
any realized capital gains, realized capital losses or unrealized capital appreciation or 



  
 4 














	 	
depreciation. Pre-Incentive Fee net investment income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, will
be compared to a “hurdle rate” of 1.5% per calendar quarter (6% annualized). The Company’s net investment income used to calculate this part of the Incentive Fee is also included in the amount of its gross assets used to calculate the
Management Fee. 

 The Company will pay the Adviser an Incentive Fee with respect to the Company’s pre-Incentive Fee net investment income in each calendar quarter as follows: 
  

	 	•	 	 With the exception of the Capital Gains Incentive Fee (as defined and discussed in greater detail below), no
Incentive Fee is payable to the Adviser in any calendar quarter in which the Company’s pre-Incentive Fee net investment income 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 pre-Incentive Fee net investment income, if any, that exceeds the hurdle rate is payable to the Adviser until the Adviser has received (i) prior to an Exchange Listing, 10%
of the total pre-Incentive Fee net investment income for that calendar quarter, and (ii) following an Exchange Listing, 17.5% of the total pre-Incentive Fee net
investment income for that calendar quarter. The Company refers to this 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 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 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
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), 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 closing of the Company’s private placement offering pursuant to the PPM (the “Initial Closing Date”) through the end of each calendar year, computed net of all realized capital losses and unrealized
capital depreciation on a cumulative basis from the Initial Closing Date through the end of each calendar year, less the aggregate amount of any previously paid Capital Gains Incentive Fees, and (b) following an Exchange Listing, 17.5% of the
Company’s realized capital gains, if any, on a cumulative basis from the date on which the Exchange Listing becomes effective (the “Listing Date”) to the end of such calendar year, computed net of all realized capital losses
and unrealized capital depreciation on a cumulative basis from the Listing Date through the end of each calendar year, minus the aggregate amount of any previously paid Capital Gains Incentive Fees for prior periods. In no event will the Capital
Gains Incentive Fee payable pursuant hereto be in excess of the amount permitted by the Investment Advisers Act of 1940, as amended, including Section 205 thereof. 



  
 5 














	 	iii)	 Examples of the quarterly incentive fee calculation are attached hereto as Annex A. Such examples are 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 

  
 6 













 
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. 

 

	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 as of the date first written above. This 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 Company’s directors or by the Adviser. The
provisions of Section 9 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or
expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration, and Section 9 shall continue in force 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 (2) years from the date hereof, or to the extent
consistent with the requirements of the Investment Company Act, from the date of the Company’s election to be regulated as a BDC under the Investment Company Act, and thereafter shall continue automatically for successive annual periods,
provided that such continuance is specifically 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 Company and (B) 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.



  

	 	c)	 This Agreement will automatically terminate in the event of its “assignment” (as such term is defined
for purposes of Section 15(a)(4) of the Investment Company Act). 


  

	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 



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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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the
date 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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 Annex A 

Examples of Quarterly Incentive Fee Calculation 

Before an Exchange Listing 

Example 1: Income Related Portion of Incentive Fee1,2: 

Alternative 1 
 Assumptions 

Investment income (including interest, dividends, fees, etc.) = 1.50% 

Hurdle rate3 = 1.50% 

Management fee4 = 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 rate3 = 1.50% 

Management fee4 = 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% 
 Alternative 3 

Assumptions 
 Investment income (including interest,
dividends, fees, etc.) = 3.50% 
 Hurdle rate3 = 1.50% 

Management fee4 = 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% 

  
 A-1 













 
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 not occurred. 



	2 	 The hypothetical amount of pre-Incentive Fee net investment income
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 to provide the
Adviser with an Incentive Fee of 10% on all of the Company’s pre-Incentive Fee net investment income as if a hurdle rate did not apply. The “catch-up”
portion of the Company’s pre-Incentive Fee net investment income is the portion that exceeds 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 Fee1,2: 

Alternative 1 
 Assumptions 

Investment income (including interest, dividends, fees, etc.) = 1.50% 

Hurdle rate3 = 1.50% 

Management fee4 = 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 rate3 = 1.50% 

Management fee4 = 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% 
 Alternative 3 

Assumptions 
 Investment income (including interest,
dividends, fees, etc.) = 3.50% 
 Hurdle rate3 = 1.50% 

Management fee4 = 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%) 

  
 A-3 













 = 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 investment income
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 to provide the
Adviser with an Incentive Fee of 17.50% on all of the Company’s pre-Incentive Fee net investment income as if a hurdle rate did not apply. The “catch-up”
portion of the Company’s pre-Incentive Fee net investment income is the portion that exceeds 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 Exchange Listing): 

Assumptions 
  

	 	•	 	 Year 1: The Listing Date has not occurred prior to the first day of the first calendar quarter. Prior to
the last day of the first calendar quarter the Company has made an investment in Company A (“Investment A”), an investment in Company B (“Investment B”), an investment in Company C (“Investment C”),
an investment in Company D (“Investment D”) and an investment in Company E (“Investment E”). On the last day of the first calendar quarter the fair market value (“FMV”) of each of Investment A,
Investment B, Investment C, Investment D and Investment E is $10 million. For purposes of calculating the Capital Gains Incentive Fee, the cost basis of each of Investment A, 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; provided, however, that in no event will the Capital Gains Incentive Fee payable pursuant hereto be in excess of the amount permitted 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 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 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, FMV of Investment B determined to be $10 million, FMV of Investment C determined to be $16 million and FMV of Investment E determined 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 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 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: 

 

																																					
	 	  	Investment A	 	  	Investment B	 	  	Investment C	 	  	Investment D	 	  	Investment E	 	  	Investment F	 	  	Cumulative
Unrealized
Capital
Depreciation	 	  	Cumulative
Realized
Capital
Losses	 	  	Cumulative
Realized
Capital 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 1: None 


  

	 	•	 	 Year 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 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 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 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 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 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 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 Exchange Listing): 

Assumptions 
  

	 	•	 	 Year 1: The Listing Date is the last day of the first calendar quarter. Prior to the last day of the first
calendar quarter the Company has made an investment in Company A (“Investment A”), an investment in Company B (“Investment B”), an investment in Company C (“Investment C”), an investment in Company
D (“Investment D”) and an investment in Company E (“Investment E”). On the last day of the first calendar quarter the fair market value (“FMV”) of each of Investment A, Investment B, Investment C,
Investment D and Investment E is $10 million. For purposes of calculating the Capital Gains Incentive Fee, the cost basis of each of Investment A, 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; provided, however, that in no event will the Capital Gains Incentive Fee payable pursuant hereto be in excess of the amount permitted 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 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 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, FMV of Investment B determined to be $10 million, FMV of Investment C determined to be $16 million and FMV of Investment E determined 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 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 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: 

 

																																					
	 	  	Investment A	 	  	Investment B	 	  	Investment C	 	  	Investment D	 	  	Investment E	 	  	Investment F	 	  	Cumulative
Unrealized
Capital
Depreciation	 	  	Cumulative
Realized
Capital
Losses	 	  	Cumulative
Realized
Capital 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 1: None 


  

	 	•	 	 Year 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 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 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 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 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 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 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