TABLE OF CONTENTS​
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
​
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
the Securities Exchange Act of 1934 (Amendment No.       )
​
Filed by the Registrant   ☒
Filed by a Party other than the Registrant   ☐
Check the appropriate box:
☒☐
Preliminary Proxy Statement
​
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
​
☐☒
Definitive Proxy Statement
​
☐
Definitive Additional Materials
​
☐
Soliciting Material under §240.14a-12
​
OWL ROCK CAPITAL CORPORATION III
​
(Name of Registrant as Specified In Its Charter)
​
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒
No fee required.
​
☐
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
​
(1)
Title of each class of securities to which transaction applies:
​
​
(2)
Aggregate number of securities to which transaction applies:
​
​
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
​
​
(4)
Proposed maximum aggregate value of transaction:
​
​
(5)
Total fee paid:
​
​
☐
Fee paid previously with preliminary materials.
​
☐
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
​
(1)
Amount Previously Paid:
​
​
(2)
Form, Schedule or Registration Statement No.:
​
​
(3)
Filing Party:
​
​
(4)
Date Filed:
​
​
TABLE OF CONTENTS​
 
[MISSING IMAGE: lg_owlrocktech-bw.jpg]
Owl Rock Capital Corporation III[MISSING IMAGE: lg_owlrockcapital-bwlr.jpg]
399 Park Avenue, 38th Floor
New York, New York 10022
[ • ],July 9, 2021​
Dear Shareholder:
You are cordially invited to attend the specialannual meeting of shareholders (the “Special Meeting”) of Owl Rock Capital Corporation III (the “Company,” “we” or “us”) to be held on March 17,August 26, 2021 at 10:00 a.m., Eastern Time.Time (the “Annual Meeting”). The SpecialAnnual Meeting will be a completely virtual meeting, which will be conducted via live webcast.
Only holders of common stock of the Company (“Shareholders”) of record at the close of business on January 15, 2021 are entitled to notice of, and to vote at, the Special Meeting, or any adjournment(s) or postponement(s) thereof.
Background
Owl Rock Diversified Advisors LLC, the investment adviser to the Company (the “Adviser”) and an indirect subsidiary of Owl Rock Capital Partners LP (“Owl Rock Capital Partners”), has advised the Company’s Board of Directors (the “Board”) that Owl Rock Capital Partners and certain of its affiliates (collectively, “Owl Rock”) have entered into a Business Combination Agreement (the “Business Combination Agreement”) with Neuberger Berman Group LLC (“Neuberger”) and Altimar Acquisition Corporation (“Altimar”), a publicly-traded special purpose acquisition company sponsored by an affiliate of HPS Investments Partners, LLC. Pursuant to the Business Combination Agreement, Owl Rock and Dyal Capital Partners (“Dyal”), a division of Neuberger, will combine with Altimar to form Blue Owl Capital Inc. (“Blue Owl”), an alternative asset management firm that will have over $45.0 billion in assets under management. If the transaction contemplated by the Business Combination Agreement (the “Transaction”) is consummated, Blue Owl will be a publicly-traded company listed on the New York Stock Exchange. The Transaction, if consummated, will result in an indirect change of control of the Adviser (the “Adviser Change in Control”).
Consummation of the Transaction and the resulting Adviser Change in Control will result in an assignment and subsequent termination of the current investment advisory agreement, dated June 4, 2020, between the Company and the Adviser (the “Existing Advisory Agreement”) in accordance with the Investment Company Act of 1940, as amended (the “1940 Act”). As a result, Shareholders are being asked to approve the Company’s entry into an amended and restated investment advisory agreement between the Company and the Adviser (the “New Advisory Agreement”), pursuant to which the Adviser will continue to act as the investment adviser of the Company.
Although the indirect ownership of the Adviser will change in connection with the completion of the Adviser Change in Control, it is important to note that management of the Adviser is not changing, nor are the terms of the advisory agreement between the Adviser and the Company.
The continuity and enhancements provided by the Adviser Change in Control are as follows:
•
The terms of the New Advisory Agreement are identical to the terms of the Existing Advisory Agreement.
​
•
There will be no change to the investment objectives and strategies of the Company.
​
•
There will be no change to the investment advisory services provided to the Company and the executive officers and employees of the Adviser and Owl Rock who provide services to the Company will remain the same.
​

TABLE OF CONTENTS

•
The Adviser’s investment committee (the “Investment Committee”) is not expected to change as a result of the Adviser Change in Control.
​
•
There will be no change to the Adviser’s investment team (the “Investment Team”) that currently provides services to the Company. The Investment Team will continue to be focused on direct lending.
​
•
The Adviser’s investment process and investment resources provided to the Company will not change.
​
•
Following the consummation of the Transaction, the investment management businesses of Owl Rock and Dyal will be under common control through Blue Owl, which the Adviser and the Board believe will lead to a number of benefits for the Company, including (i) the potential for enhanced investment sourcing capabilities as a result of the combination of the Adviser’s and Dyal’s relationships with the alternative asset management community, (ii) increased opportunities for the Adviser to utilize its resources and its relationships with the financial sponsor community and service providers and an increased pipeline of deal opportunities, (iii) attendant benefits to the investing process, including enhanced resources available for the Company’s investment activity, and (iv) enhanced ability for the Adviser to attract and retain highly talented professionals, each at no additional cost to the Company.
​
The 1940 Act requires the New Advisory Agreement to be approved by both a majority of the Company’s “non-interested” directors and “a majority of the outstanding voting securities” of the Company, as such terms are defined under the 1940 Act. The Board, including all of its non-interested directors, has unanimously approved the New Advisory Agreement and believes it to be in the best interests of the Company and its Shareholders. If approved by the required majority of Shareholders, the New Advisory Agreement will become effective upon the closing of the Transaction and the resulting Adviser Change in Control, which are expected to occur during the first half of 2021. This proposal is explained more fully in the accompanying proxy statement.
The Investment Team and all members of the Adviser’s Investment Committee are expected to maintain their current responsibilities in connection with the Transaction and the Adviser Change in Control. However, the Adviser Change in Control is structured to comply with the “safe harbor” included in Section 15(f) of the 1940 Act, which requires, among other things, that during the three-year period following the consummation of a transaction, at least 75% of an investment company’s board of directors must not be “interested persons,” as such term is defined in the 1940 Act, of the investment adviser or predecessor adviser. The Board is expected to meet this requirement at the time of the consummation of the Transaction and the resulting Adviser Change in Control. As a result, following the Adviser Change in Control, at least 75% of the Board will be non-interested directors.
In evaluating the New Advisory Agreement, the Board requested, and received, information and materials regarding Owl Rock, the Adviser, Altimar, Dyal, Neuberger and their respective affiliates. The Board believes that the Company and its shareholders will benefit from the combination of Owl Rock and Dyal. In particular, the Board believes that as a result of the Transaction and the resulting Adviser Change in Control, the Company will benefit from (i) the potential for enhanced investment sourcing capabilities as a result of the combination of the Adviser’s and Dyal’s relationships with the alternative asset management community, (ii) increased opportunities for the Adviser to utilize its resources and its relationships with the financial sponsor community and service providers and an increased pipeline of deal opportunities, (iii) attendant benefits to the investing process, including enhanced resources available for the Company’s investment activity, and (iv) enhanced ability for the Adviser to attract and retain highly talented professionals, each at no additional cost to the Company.
The Transaction and resulting Adviser Change in Control are expected to close during the first half of 2021.
Shareholder Proposals
We are holding the Special Meeting to ask our Shareholders to approve the Company’s entry into the New Advisory Agreement. Under the New Advisory Agreement, the Adviser will continue to act as the investment adviser for the Company following consummation of the Transaction with no changes to the

TABLE OF CONTENTS

terms of the agreement. We refer to this proposal as the “New Advisory Agreement Proposal.” We are also asking our Shareholders to approve a proposal for the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the New Advisory Agreement (the “Adjournment Proposal”). These proposals are fully described in the Notice and in the accompanying proxy statement, both of which we encourage you to read in full.
The Board unanimously recommends that you vote “FOR” the approval of (i) the New Advisory Agreement and (ii) the Adjournment Proposal.
Your vote is very important! Your immediate response will help avoid potential delays and may save the Company significant additional expenses associated with soliciting shareholder votes.
The Notice of Specialthe Annual Meeting and proxy statement accompanying this letter provide a furtheran outline of the Transaction and the business to be conducted at the Specialmeeting. The Annual Meeting is being held for the following purposes:
(i)
To elect two members of the board of directors of the Company (the “Board”) to serve until the 2024 annual meeting of shareholders and until their successors are duly elected and qualified;
​
(ii)
to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021; and
​
(iii)
to transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.
​
The Company’s Board unanimously recommends that you vote FOR each of the proposals to be considered and voted on at the Annual Meeting.
The Company has elected to provide access to its proxy materials to certain of its shareholders over the internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. On or about July 13, 2021, the Company intends to mail to most of its shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access the proxy statement and annual report on Form 10-K for the year ended December 31, 2020 (the “Annual Report”), and how to submit proxies over the internet. All other shareholders will receive a copy of the proxy statement and Annual Report by mail. The Notice of Internet Availability of Proxy Materials also contains instructions on how you can elect to receive a printed copy of the proxy statement and Annual Report. The Company believes that providing its proxy materials over the internet will expedite shareholders’ receipt of proxy materials, lower the costs associated with the Annual Meeting and conserve resources.
It is important that your shares of the Company’s common stock, par value $0.01 per share, be represented at the SpecialAnnual Meeting. If you are unable to attend the SpecialAnnual Meeting virtually, I urge you to complete, date and sign the enclosed proxy card and promptly return it promptly in the enclosed postage-prepaid envelope at your earliest convenienceprovided, or follow the instructions printed on the Notice of Internet Availability of Proxy Materials or the proxy card to assure that your shares are represented atauthorize a proxy through the Special Meeting.internet.
Your vote isand participation in the governance of the Company are very important.
Sincerely yours,
Craig W. Packer
Chief Executive Officer, President and Director
 
TABLE OF CONTENTS​
 
OWL ROCK CAPITAL CORPORATION III
399 Park Avenue, 38th Floor
New York, New York 10022
NOTICE OF SPECIALANNUAL MEETING OF SHAREHOLDERS
To Be Held On March 17,August 26, 2021
To the Shareholders of Owl Rock Capital Corporation III:
NOTICE IS HEREBY GIVEN THAT the specialannual meeting (the “Special Meeting”) of holders of common stock (“Shareholders”)shareholders of Owl Rock Capital Corporation III, a Maryland corporation (the “Company”, “we” or “us”), will be held on March 17,August 26, 2021 at 10:00 a.m., Eastern Time.Time (the “Annual Meeting”). The SpecialAnnual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the SpecialAnnual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/ORCCIII2021SM.ORCCIII2021. For instructions on how to attend and vote your shares at the SpecialAnnual Meeting, see the information in the accompanying proxy statement under the heading “How to attend and vote at the SpecialAnnual Meeting.”
The SpecialAnnual Meeting is being held for the following purposes:
1.
To approveelect two members of the Company’s entry into an amendedBoard to serve until the 2024 annual meeting of shareholders and restated investment advisory agreement (the “New Advisory Agreement”) between the Companyuntil their successors are duly elected and Owl Rock Diversified Advisors LLC (the “Adviser”), pursuant to which the Adviser will continue to provide investment advisory and management services to the Company following the Adviser Change in Control with no changes to terms, as more fully described in the accompanying proxy statement (the “New Advisory Agreement Proposal”); andqualified;
​
2.
To approveratify the adjournmentappointment of KPMG LLP as the SpecialCompany’s independent registered public accounting firm for the fiscal year ending December 31, 2021; and
​
3.
To consider and transact such other business as may properly come before the Annual Meeting, if necessaryand any adjournments or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the New Advisory Agreement (the “Adjournment Proposal”).postponements thereof.
​
The Board of Directors of the Company (the “Board”) has fixed the close of business on January 15,July 6, 2021 as the record date for the determination of Shareholdersshareholders entitled to notice of, and to vote at, the SpecialAnnual Meeting and adjournments or any adjournment(s) or postponement(s)postponements thereof.
Important notice regarding the availability of proxy materials for the Annual Meeting.The Board unanimously recommends that you vote “FOR”Company’s proxy statement, the approval of (i) the New Advisory Agreement and (ii) the Adjournment Proposal.
Your vote is important regardless of the number of shares that you own. We encourage you to complete, date and sign the enclosed proxy card, and the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2020 (the “Annual Report”) are available at www.proxyvote.com.
​​​​By Order of the Board of Directors,​
​​​​
Neena Reddy
Secretary
​
July 9, 2021
Shareholders are requested to promptly authorize a proxy vote over the internet, or execute and return it promptly in the enclosed postage-prepaid envelope at your earliest convenience to assure that your shares are represented at the Special Meeting. If you prefer, you can authorize your proxy through the Internet or by telephone as described in the accompanying proxy statement and oncard, which is being solicited by the enclosedBoard. You may authorize a proxy card.
By Orderover the internet by following the instructions in the Notice of Internet Availability of Proxy Materials or the Board of Directors,
Neena Reddy
Secretary
[  ], 2021
proxy card. You may execute the proxy card using the methods described in the proxy card. Executing the proxy card is important to ensure a quorum at the SpecialAnnual Meeting. Proxies may be revoked at any time before they are exercised by submitting a written notice of revocation or a subsequently executed proxy, or by virtually attending the SpecialAnnual Meeting and voting virtually. Instructions on how to vote while participating at the Special Meeting live via the Internet are posted at www.virtualshareholdermeeting.com/ORCCIII2021SM.voting.
 
TABLE OF CONTENTS​​

TABLE OF CONTENTS
​​​Page​
PROXY STATEMENT
​​​​1​​
QUESTIONS AND ANSWERS
​​​​2​​
FORWARD-LOOKING STATEMENTS
​​​​10​​
THE SPECIAL MEETING
​​​​11​​
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
​​​​14​​
PROPOSAL 1: APPROVAL OF THE NEW ADVISORY AGREEMENT
​​​​16​​
PROPOSAL 2: ADJOURNMENT OF THE SPECIAL MEETING
​​​​26​​
OTHER MATTERS
​​​​27​​
HOUSEHOLDING OF SPECIAL MEETING MATERIALS
​​​​28​​
AVAILABLE INFORMATION
​​​​28​​
MISCELLANEOUS
​​​​28​​
APPENDIX A
​​​​A-1​​

i
TABLE OF CONTENTS​
 
OWL ROCK CAPITAL CORPORATION III

399 Park Avenue, 38th Floor
New York, New York 10022
PROXY STATEMENT
SPECIALANNUAL MEETING OF SHAREHOLDERS
To Be Held On March 17,August 26, 2021
PROXY STATEMENT
This proxy statement, includingQUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
What is the accompanying form of proxy (collectively, the “Proxy Statement”), is furnished in connection with the solicitation of proxies on behalfdate of the BoardAnnual Meeting and where will it be held?
The annual meeting (the “Annual Meeting”) of Directors (the “Board”)shareholders of Owl Rock Capital Corporation III, a Maryland corporation (the “Company”)which is sometimes referred to in this proxy statement as “we”, for use at“us”, “our”, or the Company’s Special Meeting of Shareholders (the “Special Meeting”) to“Company,” will be held on March 17,August 26, 2021 at 10:00 a.m., Eastern Time, or at any adjournment(s) or postponement(s) thereof, for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders dated [  ], 2021.Time. The SpecialAnnual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the SpecialAnnual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/ORCCIII2021.
What will I be voting on at the Annual Meeting?
At the Annual Meeting, shareholders will be asked to:
www.virtualshareholdermeeting.com/ORCCIII2021SM•
elect each of Christopher M. Temple and entering your 16-digit control number included on your proxy card or onMelissa Weiler to the instructions that accompanied your proxy materials. If you lose your 16-digit control number, you may joinBoard for three-year terms, each expiring at the Special Meeting2024 annual meeting of shareholders and until their successors are duly elected and qualified; and
​
•
ratify the selection of KPMG LLP as a “Guest” but you will not be able tothe Company’s independent registered public accounting firm for the fiscal year ended December 31, 2021.
​
Who can vote ask questions or accessat the listAnnual Meeting?
Only shareholders of shareholdersrecord as of the close of business on January 15,July 6, 2021 (the “Record Date”). References in this Proxy Statement to “we,” “us,” “our” or like terms also refer to the Company, and references in this Proxy Statement to “you” or “Shareholders” refer to the holders of common stock of the Company.
The Proxy Statement is first being sent or made available to Shareholders (as defined herein) on or about [  ], 2021.

1
TABLE OF CONTENTS​

QUESTIONS AND ANSWERS
The following questions and answers address some commonly asked questions regarding the Adviser Change in Control (as defined herein) and the Special Meeting. These questions and answers may not address all of the questions that are important to you. We encourage you to read carefully the more detailed information contained elsewhere in this Proxy Statement and the appendix to this Proxy Statement.
Why did you send me this Proxy Statement and what am I being asked to vote on?
We sent this Proxy Statement and the enclosed proxy card to you because the Board is soliciting your proxy to vote at the Special Meeting. Owl Rock Diversified Advisors LLC, the investment adviser to the Company (the “Adviser”) and an indirect subsidiary of Owl Rock Capital Partners LP (“Owl Rock Capital Partners”), has advised the Board that Owl Rock Capital Partners and certain of its affiliates (collectively, “Owl Rock”) have entered into a Business Combination Agreement (the “Business Combination Agreement”) with Neuberger Berman Group LLC (“Neuberger”) and Altimar Acquisition Corporation (“Altimar”), a publicly-traded special purpose acquisition company sponsored by an affiliate of HPS Investments Partners, LLC, pursuant to which Altimar, Owl Rock and Dyal Capital Partners (“Dyal”), a division of Neuberger, will combine to form Blue Owl Capital Inc. (“Blue Owl”), an alternative asset management firm that will have over $45.0 billion in assets under management. If the transaction contemplated by the Business Combination Agreement (the “Transaction”) is consummated, Blue Owl will be a publicly-traded company listed on the New York Stock Exchange (“NYSE”).
In connection with the Transaction, Blue Owl will indirectly acquire the Adviser along with other operating subsidiaries of Owl Rock Capital Partners that are engaged in the business of sponsoring, offering and managing of Owl Rock-branded investment products. Blue Owl will also acquire the business and operations related to Dyal’s sponsoring, offering and managing of alternative investment funds.
Owl Rock Capital Partners is controlled by its principals, Douglas I. Ostrover, Marc S. Lipschultz, Craig W. Packer and Alan J. Kirshenbaum (the “Owl Rock Principals”), who currently are, indirectly, the sole controlling persons of the Adviser. Immediately following completion of the Transaction, Blue Owl will have issued and outstanding five classes of common stock, which will be owned by a combination of public and institutional shareholders and previous equity holders and owners of Owl Rock and Dyal. The Owl Rock Principals and the principals of Dyal, as a group, will own (directly or indirectly) 100% of a class of common stock of Blue Owl that will represent, on a fully-diluted basis, 90% of the voting power of all of Blue Owl’s capital stock. Consequently, the Adviser, which will be an indirect subsidiary of Blue Owl, is expected to have new indirect controlling persons, resulting in a change of control of the Adviser (the “Adviser Change in Control”) and an assignment and subsequent termination of the Company’s current investment advisory agreement, dated June 4, 2020 (the “Existing Advisory Agreement”).
The primary purpose for the Special Meeting is to consider the approval of an amended and restated investment advisory agreement (the “New Advisory Agreement”) between the Company and the Adviser in connection with the Adviser Change in Control, as more fully described in the this Proxy Statement (the “New Advisory Agreement Proposal”). Approval of the New Advisory Agreement will allow the Adviser to continue to provide services to the Company without interruption following the Adviser Change in Control. The terms of the New Advisory Agreement are identical to the terms of the Existing Advisory Agreement. Following the Adviser Change in Control, there will be no change to the investment advisory services provided by the Adviser to the Company and the Adviser’s investment process will not change.
Shareholders are also being asked to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies (the “Adjournment Proposal”).
The record date for the determination of Shareholders of the Company’s common stock, par value $0.01 per share (the “Common Stock”), entitled to notice of and to vote at the Special Meeting, or any adjournment(s) or postponement(s) thereof, is the close of business on January 15, 2021 (the “Record Date”). As of the Record Date, approximately 19,858,462 shares of Common Stock were issued and outstanding and entitled to vote at the Special Meeting.

2
TABLE OF CONTENTS

What is the date of the Special Meeting and where will it be held?
The Special Meeting will be held on March 17, 2021 at 10:00 a.m., Eastern Time. The Special Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Special Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/ORCCIII2021SM. See “The Special Meeting” beginning on page 11 for more information.
Who can vote at the Special Meeting?
Shareholders as of the close of business on the Record Date are entitled to notice of, and to vote at, the Special Meeting, or any adjournment(s) or postponement(s) thereof. See “The Special Meeting” beginning on page 11 for more information.
What is the quorum required for the Special Meeting?
The presence at the Special Meeting, virtually or represented by proxy, of the holders of a majority of the outstanding shares of Common Stock entitled to vote at the Special Meeting is necessary to constitute a quorum of Shareholders. A quorum is required for us to take action at the Special Meeting. The shares of Common Stock that are present at the Special Meeting or represented by a proxy will be counted for quorum purposes. Proxies submitted with abstentions will be counted in determining whether or not a quorum is present. Broker non-votes are not entitled to vote with respect to the proposal to approve the New Advisory Agreement and, therefore, will be treated as not present at the SpecialAnnual Meeting and will not be counted for quorum purposes. See “The Special Meeting” beginning on page 11 for more information.any postponements or adjournments thereof.
Why are Shareholders being asked to vote on the New Advisory Agreement?How many votes do I have?
Shareholders are being asked to approve the New Advisory Agreement as a result of the Adviser Change in Control upon closing of the Transaction. Section 15(a) of the Investment Company Act of 1940, as amended (the “1940 Act”) provides that any investment management contract terminates automatically upon on its “assignment.” Section 2(a)(4) of the 1940 Act provides that the transfer of a controlling interest of an investment adviser, such as will be caused by the Adviser Change in Control, constitutes an “assignment.”
The 1940 Act requires the New Advisory Agreement to be approved by both a majority of the Company’s “non-interested” directors and “a majority of the outstanding voting securities” of the Company, as such terms are defined under the 1940 Act, in order for it to become effective.
After being advised of the potential Transaction and the resulting Adviser Change in Control, at the telephonic meeting of the Board held on December 16, 2020, members of the Board met with senior management of Owl Rock, representatives of Dyal and counsel, and members of the Board were given the opportunity to discuss and ask questions regarding the potential Transaction and Adviser Change in Control and the New Advisory Agreement. At the December 17, 2020 telephonic meeting of the Board, the Board, including all of the “non-interested” ​(i.e., independent) directors, unanimously approved the New Advisory Agreement (assuming that Owl Rock entered into the Business Combination Agreement and the Transaction is consummated), which agreement would become effective only upon consummation of the Transaction and the resulting Adviser Change in Control, and recommended that the New Advisory Agreement Proposal and Adjournment Proposal be submitted to Shareholders for approval at the Special Meeting.
As described in this Proxy Statement, the terms of the New Advisory Agreement are identical to the terms of the Existing Advisory Agreement, except for the term which will be two years from the effective date of the New Advisory Agreement, and renew for successive annual periods unless earlier terminated and so long as such continuance is specifically approved at least annually in accordance with the 1940 Act.
The Board has approved the New Advisory Agreement and has recommended that Shareholders vote “FOR” the New Advisory Agreement.

3
TABLE OF CONTENTS

Why are Shareholders being asked to vote on the Adjournment Proposal?
While the Chairman of the Special Meeting may adjourn the Special Meeting in his or her discretion under the terms of the Company’s bylaws, Shareholders are also being asked to approve the Adjournment Proposal in order to allow the Company to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve New Advisory Agreement.
What are the benefits of the New Advisory Agreement and the Transaction to the Company and its Shareholders?
In evaluating the New Advisory Agreement, the Board requested, and received, information and materials regarding Owl Rock, the Adviser, Altimar, Dyal, Neuberger and their respective affiliates. The Board believes that the Company and its shareholders will benefit from the combination of Owl Rock and Dyal. In particular, the Board believes that as a result of the Transaction and the resulting Adviser Change in Control, the Company will benefit from (i) the potential for enhanced investment sourcing capabilities as a result of the combination of the Adviser’s and Dyal’s relationships with the alternative asset management community, (ii) increased opportunities for the Adviser to utilize its resources and its relationships with the financial sponsor community and service providers and an increased pipeline of deal opportunities, (iii) attendant benefits to the investing process, including enhanced resources available for the Company’s investment activity, and (iv) enhanced ability for the Adviser to attract and retain highly talented professionals, each at no additional cost to the Company.
Will senior management of the Adviser change in connection with the Adviser Change in Control?
No. Although ownership of the Adviser is changing, the executive officers and employees of the Adviser and Owl Rock who provide services to the Company will remain the same. Owl Rock’s senior leadership will continue as senior leadership of Blue Owl.
Will the composition of the Adviser’s investment committee change in connection with the Adviser Change in Control?
No. The Adviser’s investment committee (the “Investment Committee”) currently consists of Douglas I. Ostrover, Marc S. Lipschultz, Craig W. Packer and Alexis Maged. Following the Adviser Change in Control, the composition of the Investment Committee is not expected to change.
Will the Adviser Change in Control affect the Company’s investment objectives and strategy?
No. We do not expect any change in the Company’s investment policies or strategies in connection with the Adviser Change in Control. The Company’s investment objective is to generate current income and, to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns. The Adviser will continue to focus the Company’s investment activities on debt and equity investments in U.S. middle-market companies, including senior secured or unsecured loans, subordinated loans or mezzanine loans and, to a lesser extent, equity and equity-related securities including warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity.
Will the ManagementFee payable by the Company change under the New Advisory Agreement?
No, the base management fee (the “Management Fee”) payable under the Existing Advisory Agreement and under the New Advisory Agreement is the same. Prior to the listingHolders of the Company’s common stock on a national securities exchange (an “Exchange Listing”), the Management Fee is payable at an annual rate of 0.50%are entitled to one vote for each share held as of the Company’s average gross assets, excluding cashRecord Date.
How may I attend the meeting and cash equivalents but including assets purchased with borrowed amounts,vote?
By voting virtually at the end of the Company’s two most recently completed calendar quarters, payable quarterly in arrears.
Following an Exchange Listing, if any, the Management Fee will bepayable at an annual rate of (x) 1.50% of the Company’s average 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 1940 Act and (y) 1.00% of the Company’s average gross assets (excluding

Annual Meeting.4
TABLE OF CONTENTS

cash and cash equivalents, but including assets purchased with borrowed amounts) that is below an asset coverage ratio of 200% calculated in accordance with Section 18 and 61 of the 1940 Act, in each case, at the end of the two most recently completed calendar quarters. For purposes of the Existing Advisory Agreement and the New Advisory Agreement, the term “gross assets” means the Company’s total assets determined on a consolidated basis in accordance with generally accepted accounting principles in the United States, excluding cash and cash equivalents, but including assets purchased with borrowed amounts.
Will the Incentive Fees payable by the Company change under the New Advisory Agreement?
No, the incentive fee (the “Incentive Fee”) payable under the Existing Advisory Agreement and under the New Advisory Agreement is the same. Prior to an Exchange Listing, if any, the Adviser will not be entitled to an Incentive Fee.
Following an Exchange Listing, if any, the Incentive Fee will consist of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the Incentive Fee is based on the Company’s income and a portion is based on the Company’s capital gains, each as described below.
The portion of the Incentive Fee based on pre-incentive fee net income will be calculated and payable quarterly in arrears commencing with the first calendar quarter following an Exchange Listing, and will equal 100% of the pre-Incentive Fee net investment income in excess of a 1.5% quarterly “hurdle rate,” until the Adviser has received 17.5% of the total pre-Incentive Fee net investment income for that calendar quarter and, for pre-Incentive Fee net investment income in excess of 1.82% quarterly, 17.5% of all remaining pre-incentive fee net investment income for that calendar quarter. The 100% “catch-up” provision for pre-Incentive Fee net investment income in excess of the 1.5% “hurdle rate” is intended to provide the Adviser with an Incentive Fee of 17.5% on all pre-Incentive Fee net investment income when that amount equals 1.82% in a calendar quarter (7.27% annualized), which is the rate at which catch-up is achieved. Once the “hurdle rate” is reached and catch-up is achieved, 17.5% of any pre-Incentive Fee net investment income in excess of 1.82% in any calendar quarter is payable to the Adviser.
The second component of the Incentive Fee, the “Capital Gains Incentive Fee,” payable at the end of each calendar year in arrears, equals, subsequent to an Exchange Listing, 17.5% of cumulative realized capital gains from the date on which an Exchange Listing, if any, becomes effective (the “Listing Date”), to the end of each calendar year, less cumulative realized capital losses and unrealized capital depreciation from the Listing Date to the end of each calendar year, less the aggregate amount of any previously paid Capital Gains Incentive Fee for prior periods. Consistent with the Existing Advisory Agreement, in no event will the Capital Gains Incentive Fee payable pursuant to the New Advisory Agreement be in excess of the amount permitted by the Investment Advisers Act of 1940, as amended (the “Advisers Act”), including Section 205 thereof.
In connection with the Adviser Change in Control, will the Company enter into a new administration agreement with the Adviser?
Yes. At the December 17, 2020 telephonic meeting, the Board, including all of the non-interested directors, unanimously approved an amended and restated administration agreement between the Company and the Adviser (the “New Administration Agreement”),which agreement would become effective only upon consummation of the Transaction and the resulting Adviser Change in Control. The terms of the New Administration Agreement, including the reimbursement of expenses by the Company to the Adviser, are identical to the terms of the Company’s current administration agreement with the Adviser (the “Existing Administration Agreement”). The New Administration Agreement will become effective upon the closing of the Transaction.
As with the Existing Administration Agreement, under the New Administration Agreement the Adviser will perform, or oversee the performance of, administrative services for the Company, which includes, but is not limited to, providing office space, equipment and office services, maintaining financial records, preparing reports to Shareholders and reports filed with the U.S. Securities and Exchange Commission (the “SEC”), managing the payment of expenses and the performance of administrative and professional services rendered by others, which could include employees of the Adviser or its affiliates. The

5
TABLE OF CONTENTS

Company will reimburse the Adviser for services performed for it pursuant to the terms of the New Administration Agreement. In addition, pursuant to the terms of the New Administration Agreement, the Adviser may delegate its obligations under the New Administration Agreement to an affiliate or to a third party and we will reimburse the Adviser for any services performed for us by such affiliate or third party.
Are there any additional arrangements associated with the Adviser Change in Control?
Yes. The Adviser Change in Control is structured to comply with the “safe harbor” included in Section 15(f) of the 1940 Act at the closing of the Adviser Change in Control. Section 15(f) provides that when a sale of securities or any other interest in an investment adviser occurs, the investment adviser or any of its affiliated persons may receive any amount or benefit in connection with the sale so long as two conditions are satisfied. These conditions are as follows:
•
First, during the three-year period following the consummation of a transaction, at least 75% of the investment company’s board of directors must not be “interested persons,” as such term is defined in the 1940 Act, of the investment adviser or predecessor adviser. The Board is expected to meet this requirement at the time of the consummation of the Transaction and the resulting Adviser Change in Control. As a result, following the Adviser Change in Control, at least 75% of the Board will be non-interested directors; and
​
•
Second, an “unfair burden” must not be imposed on the investment company as a result of the transaction relating to the sale of such interest, or any of its applicable express or implied terms, conditions or understandings. The term “unfair burden,” as defined in the 1940 Act, includes any arrangement during the two-year period after the transaction whereby the investment adviser (or predecessor or successor adviser), or any “interested person” of such an adviser, receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its shareholders (other than fees for bona fide investment advisory or other services) or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than bona fide ordinary compensation as principal underwriter for the investment company).
​
What are the conditions to the consummation of the Transaction and the resulting Adviser Change in Control?
The consummation of the Adviser Change in Control is subject to certain terms and conditions, including, among others: (i) approval of the New Advisory Agreement by the Shareholders; and (ii) compliance with Section 15(f) of the 1940 Act, including the requirement that at least 75% of the Board is comprised of non-interested Directors.
In addition to approval of the New Advisory Agreement by the Shareholders and compliance with Section 15(f) of the 1940 Act, the consummation of the Transaction is subject to certain additional terms and conditions, including, among others: (i) the approval of new advisory agreements by the shareholders of other business development companies managed by the Adviser’s affiliates, (ii) the approval of Altimar’s shareholders, (iii) certain approvals of the limited partners or advisory committees of other Owl Rock- and Dyal-managed funds and investment vehicles, (iv) conditions relating to the bring-down of certain covenants, representations and warranties in the Business Combination Agreement (including covenants relating to compliance with Section 15(f) of the 1940 Act), (v) the continued employment of certain key principals of Owl Rock and Dyal, and (vi) the receipt of required regulatory and other approvals.
If each of the terms and conditions is satisfied or waived, the closing of the Transaction, and therefore the Adviser Change in Control, are expected to occur during the first half of 2021.
Will the Company’s name change?
No. The Company’s name will not change in connection with the Adviser Change in Control.
Will the Company continue to be a business development company (“BDC”) after the consummation of the Adviser Change in Control?
Yes. After the consummation of the Adviser Change in Control, the Company will continue to be a BDC. The Shareholders will continue to own the same amount and type of shares in the same Company.

6
TABLE OF CONTENTS

What vote is required to approve the New Advisory Agreement?
Approval of the New Advisory Agreement requires the affirmative vote of holders of at least a “majority of the outstanding voting securities” as defined in the 1940 Act. Under the 1940 Act, the vote of holders of a “majority of the outstanding voting securities” means the vote of the holders of the lesser of (a) 67% or more of the voting securities present or represented by proxy at the Special Meeting if the holders of more than 50% of the voting securities are present or represented by proxy or (b) more than 50% of the outstanding voting securities.
What vote is required to approve the Adjournment Proposal?
Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of shares of Common Stock present or represented by proxy and entitled to vote on the matter.
What are the effects of abstentions and broker non-votes on either of the Proposals?
A broker non-vote occurs when a bank, broker or other nominee holding shares for a beneficial owner votes on some matters on the proxy card, but not on others, because the bank, broker or other nominee does not have instructions from the beneficial owner or discretionary authority (or declines to exercise discretionary authority) with respect to those other matters. We do not, however, expect to receive any broker non-votes at the Special Meeting because there are no routine proposals to be voted on at the Special Meeting. For this reason, it is imperative that Shareholders vote or provide instructions to their bank, broker or other nominee as to how to vote.
Abstentions and broker non-votes, if any, will have the same effect as a vote “AGAINST” the New Advisory Agreement Proposal. Abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal and broker non-votes, if any, will have no effect on the vote for the Adjournment Proposal.
Proxies submitted with abstentions will, however, be counted in determining whether or not a quorum is present.
What happens if Shareholders do not approve the New Advisory Agreement?
The closing of the Transaction is conditioned upon, among other things, the approval of the New Advisory Agreement by Shareholders at the Special Meeting. If the New Advisory Agreement is not approved by Shareholders, then the Transaction will not close, the resulting Adviser Change in Control will not occur, and the Existing Advisory Agreement will remain in place.
How to attend and vote at the Special Meeting?
The Company will be hosting the SpecialAnnual Meeting live via audio webcast. Any Shareholder can attend the SpecialAnnual Meeting live online at www.virtualshareholdermeeting.com/ORCCIII2021SM.ORCCIII2021. If you were a Shareholder as of the Record Date, or you hold a valid proxy for the SpecialAnnual Meeting, you can vote at the SpecialAnnual Meeting. A summary of the information you need to attend the SpecialAnnual Meeting online is provided below:
•
Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/ORCCIII2021SM.ORCCIII2021.
​
•
Assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/ORCCIII2021SMORCCIII2021 on the day of the SpecialAnnual Meeting.
​
•
Webcast starts at 10:00 a.m., Eastern Time.
​
•
You will need your 16-Digit Control Number to enter the SpecialAnnual Meeting.
​
•
Shareholders may submit questions while attending the SpecialAnnual Meeting via the Internet.
​
To attend and participate in the SpecialAnnual Meeting, you will need the 16-digit control number includedlocated on your proxy card or on the instructions that accompanied your proxy materials.Notice of Internet Availability of Proxy Materials . If your shares are held in “street name,” you should

1
​

contact your bank or broker to obtain your 16-digit control number or otherwise

7
TABLE OF CONTENTS

vote through the bank or broker. If you lose your 16-digit control number you may join the SpecialAnnual Meeting as a “Guest” but you will not be able to vote, ask questions or access the list of Shareholders as of the Record Date. The Company will have technicians ready to assist with any technical difficulties Shareholders may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the SpecialAnnual Meeting login page.
What if I wantBy Proxy through the Internet.   You may authorize a proxy through the internet using the web address included in your Notice of Internet Availability of Proxy Materials. Authorizing a proxy through the internet requires you to change myinput the 16-digit control number located on your Notice of Internet Availability of Proxy Materials. After inputting the 16-digit control number, you will be prompted to direct your proxy to vote or revoke my proxy?on each proposal. You will have an opportunity to review your directions and make any necessary changes before submitting your directions and terminating the internet link.
A registered Shareholder may change his, her or its vote, or revoke his, her or itsBy Proxy through the Mail.   When voting by proxy at any time before it is voted at the Special Meeting by:and mailing your proxy card, you are required to:
•
signing anotherindicate your instructions on the proxy card with a later date and returning it to the Company prior to the Special Meeting;card;
​
•
submitting a new proxy electronically over the internet or by telephone as indicated ondate and sign the proxy card after the date of the earlier submitted proxy;card;
​
•
delivering a written notice of revocation tomail the Company; orproxy card promptly in the envelope provided, which requires no postage if mailed in the United States; and
​
•
attendingallow sufficient time for the Special Meeting and voting.proxy card to be received on or before 11:59 p.m., Eastern Time, on August 25, 2021.
​
If you hold your shares of Common Stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote virtually at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.
Are thereany expenses to be borne by the Company associated with soliciting the Shareholder vote?
No. The Adviser will bear all costs of soliciting proxies for the Special Meeting.
Where can I find the voting results?
Voting results will be reported in a Current Report on Form 8-K, which the Company will file with the SEC within four business days following the Special Meeting. All reports that the Company files with the SEC are publicly available when filed. For more information, please see the section of this Proxy Statement captioned “Available Information” on page 28.
If my shares are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee vote my shares for me?
Your bank, broker or other nominee will only be permitted to vote your shares held in street name if you instruct them how to vote. You should follow the procedures on the voting instruction card provided by your bank, broker or other nominee regarding the voting of your shares. The failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as voting “AGAINST” the New Advisory Agreement Proposal.
What does it mean if I receive more than one proxy card?
If your shares are registered differently or in more than one account, you will receive more than one proxy card. Please sign and return all proxy cards to ensure that all of your shares are voted.
Who can helpanswer my other questions?
If you have any questions concerning how to vote at the Special Meeting or would like additional copies of the Proxy Statement or need help voting your shares of Common Stock, please contact our proxy tabulator:
Broadridge Financial Solutions, Inc.
By Internet: www.proxyvote.com

8
TABLE OF CONTENTS

How doesDoes the Board recommend that I vote?voting for each of the Proposals?
Yes. The Board unanimously recommends that you vote “FOR” the New Advisory Agreement Proposal and the Adjournment Proposal.
When will the Transaction and the resulting Adviser Change in Control happen?
We currently expect the Transaction and the resulting Adviser Change in Control to occur during the first half of 2021, subject to Shareholder approvaleach of the New Advisory Agreement.
Where is the Proxy Statement available?
This Proxy Statement, the Notice of Special Meeting of Shareholders and other documents of the Company on file with the SEC are available at www.owlrock.com/proxy/​ or via the SEC’s EDGAR home page at www.sec.gov/edgar.proposals.
 
92
TABLE OF CONTENTS​
 
FORWARD-LOOKING STATEMENTS
Some of the statements in this Proxy Statement may include “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than historical facts, including but not limited to statements regarding the expected timing of the Transaction and the resulting Adviser Change in Control, the receipt of necessary Shareholder approval, the expected benefits of the Transaction and the resulting Adviser Change in Control such as (i) the potential for enhanced investment sourcing capabilities as a result of the combination of the Adviser’s and Dyal’s relationships with the alternative asset management community, (ii) increased opportunities for the Adviser to utilize its resources and its relationships with the financial sponsor community and service providers and an increased pipeline of deal opportunities, (iii) attendant benefits to the investing process, including enhanced resources available for the Company’s investment activity, and (iv) enhanced ability for the Adviser to attract and retain highly talented professionals; and any assumptions underlying any of the foregoing, are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words “may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “could,” “project,” “predict,” “continue,” “target” or other similar words or expressions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove to be incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements.
Shareholders should carefully review the risks outlined in the “Risk Factors” sections of the Company’s Form 10, filed with the SEC on July 17, 2020 and its most recent Quarterly Report on Form 10-Q. The forward-looking statements in this Proxy Statement represent the Company’s views as of the date of this Proxy Statement. The Company anticipates that subsequent events and developments will cause its views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, it has no current intention of doing so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the Company’s views as of any date subsequent to the date of this Proxy Statement.

10
TABLE OF CONTENTS​

GENERAL INFORMATION ABOUT THE SPECIALANNUAL MEETING
ThisThe accompanying proxy is solicited on behalf of the Board for use at the SpecialAnnual Meeting to be held on March 17,August 26, 2021 at 10:00 a.m., Eastern Time. The SpecialAnnual Meeting will be a completely virtual meeting, which will be conducted via live webcast. Only holders of record of Common Stockour common stock at the close of business on January 15,July 6, 2021, which is the Record Date, will be entitled to vote at the SpecialAnnual Meeting. At the close of business on the Record Date, we had 19,858,46230,161,949 shares of Common Stockcommon stock, par value $0.01 per share (the “Shares”), outstanding and entitled to vote. This proxy statement, including the accompanying form of proxy (collectively, the “Proxy Statement”), or a Notice of Internet Availability of Proxy Materials containing instructions on how to access the Proxy Statement isand annual report on Form 10-K for the fiscal year ended December 31, 2020 (the “Annual Report”), and how to submit proxies over the internet are first being sent or made available to Shareholdersshareholders on or about [ • ],July 13, 2021. The Annual Report and Proxy Statement can both be accessed online at www.proxyvote.com.
All proxies will be voted in accordance with the instructions contained therein. Unless contrary instructions are specified, if a proxy is properly executed and received by the Company (and not revoked) prior to the SpecialAnnual Meeting, the shares of Common StockShares represented by the proxy will be voted (1) FOR the approvalelection of two members of the New Advisory Agreement,Board to serve until the 2024 annual meeting of shareholders and until their successors are duly elected and qualified, and (2) FOR the approvalratification of the Adjournment Proposal.selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. Should any matter not described above be properly presented at the SpecialAnnual Meeting, the named proxies will vote in accordance with their best judgment as permitted.
Voting Rights
ShareholdersHolders of our common stock are entitled to one vote for each share of Common Stock held as of the Record Date.
The SpecialAnnual Meeting is being held for the following purposes:
1.
To approveelect two members of the Company’s entry intoBoard to serve until the New Advisory Agreement between the Company2024 annual meeting of shareholders and the Adviser, pursuant to which the Adviser will continue to provide investment advisoryuntil their successors are duly elected and management services to the Company following the Adviser Change in Control with no changes to terms; andqualified;
​
2.
To approveratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021; and
​
3.
To transact such other business as may properly come before the Annual Meeting, or any postponement or adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the New Advisory Agreement.thereof.
​
Quorum and AdjournmentRequired
A quorum must be present at the Special Meeting for any business to be conducted. A majority of the outstanding shares of Common StockShares must be present or represented by proxy at the SpecialAnnual Meeting in order to have a quorum. If you have properly voted by proxy via internet or mail, you will be considered part of the quorum. We will count “abstain” votes as present for the purpose of establishing a quorum for the transaction of business at the SpecialAnnual Meeting. The shares of Common Stock thatIf at any time Shares are present at the Special Meeting or represented by a proxyheld through brokers, we will be counted for quorum purposes. Abstentions will be treatedcount broker non-votes as shares present for quorum purposes. Ifthe purpose of establishing a Shareholder holds shares in a “street name” throughquorum. A broker non-vote occurs when a broker bank or other nominee andholding Shares for a beneficial owner votes on some matters on the proxy card, but not on others, because the broker does not provide votinghave instructions from the beneficial owner or discretionary authority (or declines to such broker, bank or other nomineeexercise discretionary authority) with respect to any of the proposals to be considered at the Special Meeting, such shares will not be treated as shares present for quorum purposes. If a beneficial owner provides voting instructions to its broker, bank orthose other nominee holding its shares of Common Stock on its behalf with respect to any of the proposals to be considered at the Special Meeting, the shares of Common Stock will be treated as present for quorum purposes. If a quorum is not present at the Special Meeting, the Chairman may adjourn the Special Meeting until a quorum is present.
Shareholders Holding Shares Through Brokers, Banks or Other Nominees
Brokers, banks and other nominees have discretionary authority to vote on “routine” matters, but not on “non-routine” matters. All proposals being considered at this Special Meeting are non-routine. If you hold shares of Common Stock through a broker, bank or other nominee, you must follow the voting instructions you receive from your broker, bank or other nominee. If you do not provide your broker, bank or other nominee who holds such shares of record with specific instructions regarding how to vote on the proposals, your broker may not be permitted to vote your shares on either of the proposals. If you hold shares of Common Stock through a broker, bank or other nominee and want to vote virtually at the Special Meeting, you must obtain a legal proxy from the record holder of your shares and present it at the Special Meeting. Please instruct your broker, bank or other nominee so your vote can be counted.
 
113
TABLE OF CONTENTS​
 
Vote Required
​Proposal​​Vote Required​​
Broker
Discretionary
Voting
Allowed
​​
Effect of Abstentions and Broker
Non-Votes
​
​Proposal 1 – To elect two members of the Board to serve until the 2024 annual meeting of shareholders and until their successors are duly elected and qualified​​Affirmative vote of a majority of the votes cast at the Annual Meeting in person (virtually) or by proxy.​​No​​Abstentions and broker non-votes will have no effect on the result of the vote.​
​Proposal 2 – To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021​​Affirmative vote of a majority of the votes cast at the Annual Meeting in person (virtually) or by proxy.​​Yes​​Abstentions and broker non-votes will have no effect on the result of the vote.​
​Proposal 3 – To transact such other business as may properly come before the Annual Meeting, or any postponement or adjournment thereof​​Affirmative vote of a majority of the votes cast at the Annual Meeting in person (virtually) or by proxy.​​No​​Abstentions and broker non-votes will have no effect on the result of the vote.​
New Advisory Agreement           You may vote “for” or “against,” or abstain from voting on Proposal: Approval 1, Proposal 2 and Proposal 3. The adoption of the New Advisory Agreement requires the affirmative voteeach of holders of at least a “majority of the outstanding voting securities” as defined in the 1940 Act. Under the 1940 Act, the vote of holders of a “majority of the outstanding voting securities” means the vote of the holders of the lesser of (a) 67% or more of the voting securities present or represented by proxy at the Special Meeting if the holders of more than 50% of the voting securities are present or represented by proxy or (b) more than 50% of the outstanding voting securities. AbstentionsProposal 1, Proposal 2 and broker non-votes, if any, will have the same effect as a vote “AGAINST” this proposal.
Adjournment Proposal: Approval of the Adjournment Proposal 3 requires the affirmative vote of the holders of a majority of votes cast for each such proposal at the Annual Meeting, meaning the number of shares voted “for” each proposal must exceed the number of Common Stock present virtually or represented by proxy and entitled to vote onshares voted “against” such proposal. The inspector of elections appointed for the matter. AbstentionsAnnual Meeting will have the same effect as a vote “AGAINST” the Adjournment Proposalseparately tabulate “for” votes, “against” votes, “abstain” votes, and broker non-votes, if any, will have no effect on the vote for the Adjournment Proposal.non-votes.
Voting
You may vote by proxy or virtuallyin person (virtually) at the SpecialAnnual Meeting in accordance with the instructions provided below.
Voting by Proxy
You also may authorize a proxy through the internet using the web address included on your proxy card.Notice of Internet Availability of Proxy Materials. Authorizing a proxy through the internet requires you to input the 16-digit control number includedlocated on your proxy card.Notice of Internet Availability of Proxy Materials. After inputting the 16-digit control number, you will be prompted to direct your proxy to vote on each proposal. You will have an opportunity to review your directions and make any necessary changes before submitting your directions and terminating the internet link. When voting by proxy and mailing your proxy card, you are required to:
•
indicate your instructions on the proxy card;
​
•
date and sign the proxy card;
​
•
mail the proxy card promptly in the envelope provided, which requires no postage if mailed in the United States; and
​
•
allow sufficient time for the proxy card to be received on or before 5:0011:59 p.m., Eastern Time, on March 16,August 25, 2021.
​

4
​

Voting at the SpecialAnnual Meeting
The Company will be hosting the SpecialAnnual Meeting live via audio webcast. Any Shareholder can attend the SpecialAnnual Meeting live online at www.virtualshareholdermeeting.com/ORCCIII2021SM.ORCCIII2021. If you were a Shareholder as of the Record Date, or you hold a valid proxy for the SpecialAnnual Meeting, you can vote at the SpecialAnnual Meeting. A summary of the information you need to attend the SpecialAnnual Meeting online is provided below:
•
Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/ORCCIII2021SM.ORCCIII2021.
​
•
Assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/ORCCIII2021SMORCCIII2021 on the day of the SpecialAnnual Meeting.
​
•
Webcast starts at 10:00 a.m., Eastern Time.
​
•
You will need your 16-Digit Control Number to enter the SpecialAnnual Meeting.
​
•
Shareholders may submit questions while attending the SpecialAnnual Meeting via the Internet.
​
To attend and participate in the SpecialAnnual Meeting, you will need the 16-digit control number includedlocated on your proxy card or on the instructions that accompanied your proxy materials.Notice of Internet Availability of Proxy Materials . If your shares are held in “street name,” you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker. If you lose your 16-digit control number you may join the Special

12
TABLE OF CONTENTS

Annual Meeting as a “Guest” but you will not be able to vote, ask questions or access the list of Shareholders as of the Record Date. The Company will have technicians ready to assist with any technical difficulties Shareholders may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the SpecialAnnual Meeting login page.
Important notice regarding the availability of proxy materials for the Annual Meeting.The Company’s Proxy Statement, the proxy card, and the Company’s Annual Report are available at www.proxyvote.com. The Notice of Internet Availability of Proxy Materials contains instructions on how you can elect to receive a printed copy of the Proxy Statement and Annual Report.
Quorum and Adjournment
A quorum must be present at the Annual Meeting for any business to be conducted. The presence at the Annual Meeting, virtually or by proxy, of the holders of a majority of the shares of our common stock outstanding on the Record Date will constitute a quorum.
If a quorum is not present at the Annual Meeting, the Chairman may adjourn the Annual Meeting until a quorum is present.
Proxies for the SpecialAnnual Meeting
The named proxies for the SpecialAnnual Meeting are Alan J. Kirshenbaum and Neena Reddy and Alan Kirshenbaum (or their duly authorized designees), who will follow submitted proxy voting instructions. They will vote as the Board recommends herein as to any submitted proxies that do not direct how to vote on any item, and will vote on any other matters properly presented at the SpecialAnnual Meeting in their judgment.
Expenses of Soliciting Proxies
The AdviserCompany will bear all costspay the expenses of soliciting proxies forto be voted at the Special Meeting. The Adviser may also reimburse brokers, nominees, fiduciariesAnnual Meeting, including the cost of preparing and other custodians their reasonable feesposting this Proxy Statement and expenses for sendingthe Annual Report to the internet, and the cost of mailing the Notice of Annual Meeting, the Notice of Internet Availability of Proxy Materials, and any requested proxy materials to beneficial owners and obtaining their instructions.the shareholders. The AdviserCompany has engaged Broadridge Financial Services,Solutions, Inc. (“Broadridge”), an independent proxy solicitation firm, to assist in the distribution of the proxy materials and tabulation of proxies. The cost of suchBroadridge’s services with respect to the Company is estimated to be approximately $25,000, which will be paid by the Adviser.$50,000 plus reasonable out-of-pocket expenses.

5
​

Revocability of Proxies
A Shareholdershareholder may revoke any proxy that is not irrevocable by attending the SpecialAnnual Meeting and voting virtuallyin person (virtually) or by delivering a proxy in accordance with applicable law bearing a later date to the Secretary of the Company.
Record DateContact Information for Proxy Solicitation
The Board has fixed the close of business on January 15, 2021 as the Record Date for the determination of Shareholders entitled to notice of, and to vote at, the Special Meeting, or any adjournment(s) or postponement(s) thereof. As of the Record Date, there were 19,858,462 shares of Common Stock outstanding.
Who to Contact if You Have Questions
If you have any questions concerning how to vote at the Special Meeting or would like additional copies of the Proxy Statement or need help voting your shares of Common Stock, please contact our proxy tabulator:
Broadridge Financial Solutions, Inc.
By Internet: www.proxyvote.com
If you have any questions concerning the Special Meeting, the information in the Proxy Statement or attending the Special Meeting, pleasecan contact us by mail sent to the attention of Investor Relationsthe Secretary of the Company, Neena Reddy, at our principal executive offices located at 399 Park Avenue, 38th Floor, New York, New York 10022. You can also contact Investor Relationscall us by dialing (212) 651-4705.419-3000. You can access our proxy materials online at www.proxyvote.com.
Record Date
The Board has fixed the close of business on July 6, 2021 as the Record Date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting and adjournments or postponements thereof. As of the Record Date, there were 30,161,949 Shares outstanding.
Notice of Internet Availability of Proxy Materials
In accordance with regulations promulgated by the SEC, the Company has made this Proxy Statement, the Notice of Annual Meeting of Shareholders, and the Annual Report available to shareholders on the internet. Shareholders may (i) access and review the Company’s proxy materials, (ii) authorize their proxies, as described in “Voting,” and/or (iii) elect to receive future proxy materials by electronic delivery, via the internet address provided below.
This Proxy Statement, the Notice of Annual Meeting and the Annual Report are available at www.proxyvote.com.
Electronic Delivery of Proxy Materials
Pursuant to the rules adopted by the SEC, the Company furnishes proxy materials by email to those shareholders who have elected to receive their proxy materials electronically. While the Company encourages shareholders to take advantage of electronic delivery of proxy materials, which helps to reduce the environmental impact of annual meetings and the cost associated with the physical printing and mailing of materials, shareholders who have elected to receive proxy materials electronically by email, as well as beneficial owners of shares of the Company’s common stock held by a broker or custodian, may request a printed set of proxy materials. The Notice of Internet Availability of Proxy Materials contains instructions on how you can elect to receive a printed copy of the Proxy Statement and Annual Report.
 
136
TABLE OF CONTENTS​
 
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICALBENEFICIAL OWNERS
Beneficial ownership is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days. The following table sets forth, as of the Record Date, the beneficial ownership according to information furnished to us by such persons or publicly available filings. Ownership information for those persons who beneficially own 5% or more of the outstanding shares of Common Stockour common stock is based upon filings by such persons with the SEC and other information obtained from such persons of each current director, the nominees for director, the Company’s executive officers, the executive officers and directors as a group, and each person known to us to beneficially own 5% or more of the outstanding shares of Common Stock.our common stock.
The percentage ownership is based on 19,858,46230,161,949 shares of Common Stockour common stock outstanding as of the Record Date. To our knowledge, except as indicated in the footnotes to the table, each of the Shareholdersshareholders listed below has sole voting and/or investment power with respect to shares of Common Stockour common stock beneficially owned by such Shareholder.shareholder.
Name and Address​
Number of Shares
Owned
​
Percentage of Class 
Outstanding
​​​
Number of Shares
Owned
​
Percentage of Class 
Outstanding
​
5% Owners​​​​​​​​​​​​​​​​​​​​​​​
ORCC III Warehouse L.L.C.(1)
​​​1,665,146​​​​8.39%​​​
ORCC III Investors L.L.C. (2)
​​​1,892,455​​​​9.53%​​​
Owl Rock Feeder FIC BDC III LLC(3)
​​​1,220,223​​​​6.14%​​​
Camden Credit Opportunity Fund(4)
​​​1,331,898​​​​6.71%​​​
California State Teachers’ Retirement System(5)
​​​2,312,339​​​​11.64%​​​
Maine Public Employees Retirement System(6)
​​​1,931,681​​​​9.73%​​​
The State of Oregon(7)
​​​1,773,001​​​​8.93%​​​
California State Teachers’ Retirement System(1)
​​​3,984,523​​​​13.2%​​
The State of Oregon(2)
​​​2,830,376​​​​9.4%​​
Maine Public Employees Retirement System(3)​
​​​2,659,458​​​​8.8%​​
ORCC III Investors L.L.C.(4)​
​​​2,463,004​​​​8.2%​​
ORCC III Warehouse L.L.C.(5)
​​​2,167,164​​​​7.2%​​
Camden Credit Opportunity Fund, LLC – Series III(6)
​​​1,766,665​​​​5.9%​​
Owl Rock Feeder FIC BDC III LLC(7)
​​​1,588,104​​​​5.3%​​
Interested Directors(8)​​​​​​​​​​​​​​​​​​​​​​​
Douglas I. Ostrover(9)
​​​1,220,223​​​​6.14%​​​
Craig W. Packer(9)
​​​1,220,223​​​​6.14%​​​​​​1,588,104​​​​5.3%​​
Alan J. Kirshenbaum(9)
​​​1,220,223​​​​6.14%​​​
Independent Directors​​​​​​​​​​​​​​​​​​​​​​​
Brian Finn​​​—​​​​—​​​​​​—​​​​—​​
Edward D’Alelio​​​—​​​​—​​​​​​—​​​​—​​
Eric Kaye​​​—​​​​—​​​​​​—​​​​—​​
Christopher M. Temple​​​—​​​​—​​​​​​—​​​​—​​
Melissa Weiler​​​—​​​​—​​
Executive Officers​​​​​​​​—​​​​​​​​​​​​—​​
Bryan Cole​​​—​​​​—​​
Karen Hager​​​—​​​​—​​​​​​—​​​​—​​
Bryan Cole​​​—​​​​—​​​
Alan Kirshenbaum(9)
​​​1,588,104​​​​5.3%​​
Alexis Maged​​​—​​​​—​​​​​​—​​​​—​​
Neena Reddy​​​—​​​​—​​​​​​—​​​​—​​
All officers and directors as a group (11 persons)(10)
​​​1,220,223​​​​6.14%​​​​​​1,588,104​​​​5.3%​​
​
*
Less than 1%
​
(1)
ORCC III Warehouse L.L.C. (“ORCC III Warehouse”)The address of the California State Teachers’ Retirement System is a Delaware limited liability company. While Oak Lawn Direct Investors GP, L.L.C. (“Oak Lawn”)100 Waterfront Place, 15th Floor, West Sacramento, CA 95605-2807.
​
(2)
The State of Oregon, by and through the Oregon Investment Council, holds these shares on behalf of the Oregon Public Employees Retirement Fund. The address of the Oregon Public Employees Retirement Fund is 16920 SW Upper Boones Ferry Road, Tigard, OR 97224.
​
(3)
The address of the managing member of ORCC III Warehouse, CH Investment Partners, L.L.C. (“CHIP”) serves as the investment manager to ORCC III Warehouse. As investment manager, CHIP has been granted exclusive investment discretion and investment management authority with respect to ORCC III Warehouse and its investments, including the commonMain Public Employees Retirement System is One City Center, 8th Floor, Portland, Maine 04101.
​
 
147
TABLE OF CONTENTS​
 
stock of Owl Rock Capital Corporation III held by ORCC III Warehouse, but CHIP does not have the power to vote (or direct the vote) of such shares. CHIP generally must seek voting instructions from the members of ORCC III Warehouse and vote in accordance with such instructions. Michael Silverman and Kirk Rimer serve as Co-Presidents of CHIP and ultimately control both CHIP and Oak Lawn. The business address for each of ORCC III Warehouse, CHIP, Oak Lawn, Mr. Silverman and Mr. Rimer is c/o CH Investment Partners, L.L.C., 3953 Maple Avenue, Suite 250, Dallas, Texas 75219.
(2)(4)
ORCC III Investors L.L.C. (“ORCC III Investors”) is a Delaware limited liability company. While Oak Lawn Direct Investors GP, L.L.C. (“Oak Lawn”) is the managing member of ORCC III Investors, CH Investment Partners, L.L.C. (“CHIP”) serves as the investment manager to ORCC III Investors. As investment manager, CHIP has been granted exclusive investment discretion and investment management authority with respect to ORCC III Investors and its investments, including the common stock of Owl Rock Capital Corporation III held by ORCC III Investors, but CHIP does not have the power to vote (or direct the vote) of such shares. CHIP generally must seek voting instructions from the members of ORCC III Investors and vote in accordance with such instructions. Michael Silverman and Kirk Rimer serve as Co-Presidents of CHIP and ultimately control both CHIP and Oak Lawn. The business address for each of ORCC III Investors, CHIP, Oak Lawn, Mr. Silverman and Mr. Rimer is c/o CH Investment Partners, L.L.C., 3953 Maple Avenue, Suite 250, Dallas, Texas 75219.
​
(3)(5)
Owl Rock Feeder FIC BDCORCC III LLCWarehouse L.L.C. (“Feeder FIC”ORCC III Warehouse”) is a Delaware limited liability company. Owl Rock Feeder FIC LLCWhile Oak Lawn Direct Investors GP, L.L.C. (“Feeder FIC Parent”Oak Lawn”) is the solemanaging member of Feeder FICORCC III Warehouse, CH Investment Partners, L.L.C. (“CHIP”) serves as the investment manager to ORCC III Warehouse. As investment manager, CHIP has been granted exclusive investment discretion and hasinvestment management authority with respect to ORCC III Warehouse and its investments, including the common stock of Owl Rock Capital Corporation III held by ORCC III Warehouse, but CHIP does not have the power to vote (or direct the vote) of shares held by Feeder FIC. Messrs. Ostrover, Packer, Lipschultzsuch shares. CHIP generally must seek voting instructions from the members of ORCC III Warehouse and Kirshenbaumvote in accordance with such instructions. Michael Silverman and Kirk Rimer serve as Chief Executive Officer, ChiefCo-Presidents of CHIP and ultimately control both CHIP and Oak Lawn. The business address for each of ORCC III Warehouse, CHIP, Oak Lawn, Mr. Silverman and Mr. Rimer is c/o CH Investment Officer, President and Chief Operations Officer/​Chief Financial Officer, respectively of Feeder FIC Parent.Partners, L.L.C., 3953 Maple Avenue, Suite 250, Dallas, Texas 75219.
​
(4)(6)
Camden Credit Opportunity Fund, LLC  —  Series III (“Camden Credit”) is a Delaware limited liability company. Camden Capital, LLC (“Camden Capital”) serves as investment manager of Camden Credit. As such, Camden Capital has been granted investment discretion over portfolio investments, including the common stock of Owl Rock Capital Corporation III held for the account of Camden Credit, but does not have the power to vote (or direct the vote) of such shares. Camden Capital must either (i) vote such shares in the same manner as other shareholders of Owl Rock Capital Corporation III vote their shares or (ii) seek voting instructions from Camden Credit’s members and vote in accordance with such instructions (or a combination thereof). John Krambeer is a Partner and Founding Member of Camden Credit and Mark Udis, Rick Bursek, Kara Boccella and Gary Nicklaus are Partners of Camden Capital. The business address for each of Camden Credit and Camden Capital is 201 Rosecrans Avenue, Suite 2110, El Segundo, California 90245.
​
(5)
The address of the California State Teachers’ Retirement System is 100 Waterfront Place, 15th Floor, West Sacramento, CA 95605-2807.
​
(6)
The address of the Main Public Employees Retirement System is One City Center, 8th Floor, Portland, Maine 04101.
​
(7)
The StateOwl Rock Feeder FIC BDC III LLC (“Feeder FIC”) is a Delaware limited liability company. Owl Rock Feeder FIC LLC (“Feeder FIC Parent”) is the sole member of Oregon,Feeder FIC and has the power to vote (or direct the vote) of shares held by Feeder FIC. Messrs. Packer and through the OregonKirshenbaum serve as Chief Investment Council, holds these shares on behalfOfficer and Chief Operations Officer/Chief Financial Officer, respectively of the Oregon Public Employees Retirement Fund. The address of the Oregon Public Employees Retirement Fund is 16920 SW Upper Boones Ferry Road, Tigard, OR 97224.Feeder FIC Parent.
​
(8)
The address for each of the directors and officers is c/o Owl Rock Capital Corporation III, 399 Park Avenue, 38th Floor, New York, New York 10022.
​
(9)
Shares are held by Feeder FIC. Messrs. Ostrover, Packer and Kirshenbaum disclaim beneficial ownership of these securities except to the extent of their pecuniary interest thereintherein.
​
(10)
Includes a total of 1,220,2231,588,104 shares held by Feeder FIC LLC.FIC.
​

8
​

PROPOSAL 1: ELECTION OF DIRECTOR NOMINEES
At the Annual Meeting, shareholders of the Company are being asked to consider the election of two directors of the Company. Pursuant to the Company’s bylaws, the number of directors on the Board may not be fewer than the minimum number required by the Maryland General Corporation Law, or greater than eleven. Under the Company’s Articles of Amendment and Restatement, (the “Charter”), the directors are divided into three classes. Each class of directors holds office for a three-year term. However, the initial members of the three classes have initial terms of one, two, and three years, respectively. The Board currently consists of six directors who serve in the following classes: Class I (terms ending at the Annual Meeting) — Christopher M. Temple and Melissa Weiler; Class II (terms ending at the 2022 annual meeting of shareholders) — Edward D’Alelio and Craig W. Packer; and Class III (terms ending at the 2023 annual meeting of shareholders) — Brian Finn and Eric Kaye. See “Corporate Governance — The Board” beginning on page 18 for more information regarding the composition of the Board.
Christopher M. Temple and Melissa Weiler each has been nominated for election by the Board to serve a three-year term until the 2024 annual meeting of shareholders and until each of their successors are duly elected and qualified. Each director nominee has agreed to serve as a director if re-elected and has consented to being named as a nominee.
A shareholder can vote for, against or abstain from voting for any or all of the director nominees. In the absence of instructions to the contrary, it is the intention of the persons named as proxies to vote such proxy FOR the election of each of the director nominees named below. If any of the director nominees should decline or be unable to serve as a director, the persons named as proxies will vote for such other nominee as may be proposed by the Board’s Nominating and Corporate Governance Committee. The Board has no reason to believe that any of the persons named as director nominees will be unable or unwilling to serve.
Required Vote
Each director nominee shall be elected by a majority of all the votes cast at the Annual Meeting in person (virtually) or by proxy, provided that a quorum is present. Abstentions will not be included in determining the number of votes cast and, as a result, will not have any effect on the result of the vote with respect to the Director Proposal. There will be no cumulative voting with respect to Proposal 1.
Information about the Nominees and Directors
Set forth below is information, as of July 6, 2021, regarding Mr. Temple and Ms. Weiler, who are being nominated for election as directors of the Company by the Company’s shareholders at the Annual Meeting, as well as information about the Company’s other current directors whose terms of office will continue after the Annual Meeting. Neither Mr. Temple nor Ms. Weiler is being proposed for election pursuant to any agreement or understanding between either Mr. Temple or Ms. Weiler, on the one hand, and the Company or any other person or entity, on the other hand.
The information below includes specific information about each director’s experience, qualifications, attributes or skills that led the Board to the conclusion that the individual is qualified to serve on the Board, in light of the Company’s business and structure. There were no legal proceedings of the type described in Items 401(f)(7) and (8) of Regulation S-K in the past 10 years against any of our directors, director nominees or officers, and none are currently pending.

9
​

Nominees for Class I Directors — Term Expiring 2024
Name, Address,
and Age(1)		​​
Position(s)
held with
the Company
​​
Principal
Occupation(s)
During the
Past 5 Years
​​
Term of Office
and Length
of Time
Served(2)
​​
Number of
Companies
in Fund
Complex(3)
Overseen by
Director
​​
Other
Directorships
Held by
Director or
Nominee for
Director
​
Independent Director​
Christopher M. Temple, 53​​Director​​President of DelTex Capital LLC​​Class I Director since 2020; Term expires in 2021​​5​​
Owl Rock Capital Corporation (“ORCC”)
Owl Rock Capital Corporation II (“ORCC II”)
Owl Rock Technology Finance Corp. (“ORTF”)
Owl Rock Core Income Corp. (“ORCIC”)
Plains All American Pipeline Company
​
Melissa Weiler, 56​​Director​​
Private Investor
Managing Director and member of the Management Committee of Crescent Capital Group (through 2020)
​​Class I Director since 2021, Term expires in 2021​​5​​
ORCC
ORCC II
ORTF
ORCIC
Jefferies Financial Group Inc.
​
​
(1)
The address for each director is c/o Owl Rock Capital Corporation III, 399 Park Avenue, 38th Floor, New York, New York 10022.
​
(2)
Directors serve for three-year terms and until their successors are duly elected and qualified.
​
(3)
The term “Fund Complex” refers to (a) the Company, (b) ORCC, ORCC II and ORCIC, all business development companies (“BDCs”) whose adviser, Owl Rock Capital Advisors LLC (“ORCA”), is affiliated with the Company’s investment adviser, Owl Rock Diversified Advisors LLC (the “Adviser”), and (c) ORTF, a BDC whose adviser, Owl Rock Technology Advisors LLC (“ORTA” and together with the Adviser, ORCA and Owl Rock Private Fund Advisors LLC, the “Owl Rock Advisers”), is affiliated with the Adviser. Directors and officers who oversee the funds in the Fund Complex are noted.
​
Mr. Temple has served as President of DelTex Capital LLC (a private investment firm) since its founding in 2010. Mr. Temple has served as an Operating Executive/Senior Advisor for Tailwind Capital, LLC, a New York based middle market private equity firm since June 2011. Prior to forming DelTex Capital, Mr. Temple served as President of Vulcan Capital, the investment arm of Vulcan Inc., from May 2009 until December 2009 and as Vice President of Vulcan Capital from September 2008 to May 2009. Prior to joining Vulcan in September 2008, Mr. Temple served as a managing director at Tailwind Capital, LLC from May to August 2008. Prior to joining Tailwind, Mr. Temple was a managing director at Friend Skoler & Co., Inc. from May 2005 to May 2008. From April 1996 to December 2004, Mr. Temple was a managing director at Thayer Capital Partners. Mr. Temple started his career in the audit and tax departments of KPMG’s Houston office and was a licensed CPA from 1989 to 1993. Mr. Temple has served on the board of

10
​

directors of Plains GP Holdings, L.P., the general partner of Plains All American Pipeline Company since November 2016 and has served as a member of the Plains GP Holdings, L.P. compensation committee since November 2020 and as a director of Plains All American Pipeline, L.P’s (“PAA”) general partner from May 2009 to November 2016. He was a member of the PAA Audit Committee from 2009 to 2016. Prior public board service includes board and audit committee service for Clear Channel Outdoor Holdings from April 2011 to May 2016 and on the board and audit committee of Charter Communications Inc. from November 2009 through January 2011. In addition to public boards, as part of his role with Tailwind, Mr. Temple has served on private boards including Brawler Industries, and National HME and currently serves on the boards of Loenbro, Inc. and HMT, LLC. Since March 2016 and November 2016 he has served on the boards of directors of ORCC and ORCC II, respectively, since August 2018 he has served on the board of directors of ORTF and since February 2020 and September 2020 he has served on the boards of directors of the Company and ORCIC, respectively. Mr. Temple holds a B.B.A., magna cum laude, from the University of Texas and an M.B.A. from Harvard.
The Company believes Mr. Temple’s broad investment management background, together with his financial and accounting knowledge, brings important and valuable skills to the Board.
Ms. Weiler was formerly a Managing Director and a member of the Management Committee of Crescent Capital Group, a Los Angeles-based asset management firm (“Crescent”), where she served from January 2011 until she retired in December 2020. During that time, Ms. Weiler was responsible for the oversight of Crescent’s CLO management business from July 2017 through December 2020, and managed several multi-strategy credit funds from January 2011 through June 2017. During her tenure at Crescent, she also served on the Risk Management and Diversity & Inclusion committees. From October 1995 to December 2010, Ms. Weiler was a Managing Director at Trust Company of the West, a Los Angeles-based asset management firm (“TCW”). At TCW, she managed several multi-strategy credit funds from July 2006 to December 2010, and served as lead portfolio manager for TCW’s high-yield bond strategy from October 1995 to June 2006. Ms. Weiler has served on the board of directors of Jefferies Financial Group Inc. since June 2021. She is a member of the Cedars-Sinai Board of Governors and is actively involved in 100 Women in Finance. Ms. Weiler holds a B.S. in Economics from the Wharton School at the University of Pennsylvania. Ms. Weiler joined the boards of the Company, ORCC, ORCC II, ORTF and ORCIC in 2021.
The Company believes Ms. Weiler’s broad investment management background, together with her financial and accounting knowledge, brings important and valuable skills to the Board.
Incumbent Class II Directors — Terms Expiring 2022:
Name, Address,
and Age(1)		​​
Position(s)
held with
the Company
​​
Principal
Occupation(s)
During the
Past 5 Years
​​
Term of Office
and Length
of Time
Served(2)
​​
Number of
Companies
in Fund
Complex(3)
Overseen by
Director
​​
Other
Directorships
Held by
Director or
Nominee for
Director
​
Independent Director​
Edward D’Alelio, 69​​Chairman of the Board, Director​​Retired​​Class II Director since 2020; Term expires in 2022​​5​​
ORCC
ORCC II
ORTF
ORCIC
Blackstone/​GSO Long Short Credit Fund
Blackstone/​GSO Sen. Flt Rate Fund
​

11
​

Name, Address,
and Age(1)		​​
Position(s)
held with
the Company
​​
Principal
Occupation(s)
During the
Past 5 Years
​​
Term of Office
and Length
of Time
Served(2)
​​
Number of
Companies
in Fund
Complex(3)
Overseen by
Director
​​
Other
Directorships
Held by
Director or
Nominee for
Director
​
Interested Directors(4)
​
Craig W. Packer, 54​​Chief Executive Officer, President and Director​​
Co-Founder of Owl Rock Capital Partners LP (“Owl Rock Capital Partners”)
Co-Chief Investment Officer of each of the Owl Rock Advisers
President and Chief Executive Officer of the Company, ORCC, ORCC II, ORTF and ORCIC (collectively, the “Owl Rock BDCs”)
Co-Head of Leveraged Finance in the Americas, Goldman Sachs
​​Class II Director since 2020; Term expires in 2022​​5​​
ORCC
ORCC II
ORTF
ORCIC
Blue Owl Capital Inc. (“Blue Owl”)
​
​
(1)
The address for each director is c/o Owl Rock Capital Corporation III, 399 Park Avenue, 38th Floor, New York, New York 10022.
​
(2)
Directors serve for three-year terms and until their successors are duly elected and qualified.
​
(3)
The term “Fund Complex” refers to the Owl Rock BDCs. Directors and officers who oversee the funds in the Fund Complex are noted.
​
(4)
“Interested person” of the Company as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”). Mr. Packer is an “interested person” because of his affiliation with the Adviser.
​
Mr. D’Alelio was formerly a Managing Director and CIO for Fixed Income at Putnam Investments, Boston, where he served from 1989 until he retired in 2002. While at Putnam, he served on the Investment Policy Committee, which was responsible for oversight of all investments. He also sat on various Committees including attribution and portfolio performance. Prior to joining Putnam, he was a portfolio manager at Keystone Investments and prior to that, he was an Investment Analyst at The Hartford Ins. Co. Since 2002, Mr. D’Alelio has served as an Executive in Residence at the University of Mass., Boston — School of Management. He is also chair of the investment committee of the Umass Foundation. He serves on the Advisory Committees of Ceres Farms. Since September 2009, he has served as director of Vermont Farmstead Cheese. Since January 2008 he has served on the board of Blackstone/GSO Long Short Credit Fund & Blackstone/GSO Sen. Flt Rate Fund. Since March 2016 and November 2016, he has served on the boards of directors of ORCC and ORCC II, respectively, since August 2018 he has served on the board of directors

12
​

of ORTF, and since February 2020 and September 2020 he has served on the boards of directors of the Company and ORCIC, respectively. Mr. D’Alelio’s previous corporate board assignments include Archibald Candy, Doane Pet Care, Trump Entertainment Resorts and Umass Memorial Hospital. Mr. D’Alelio is a graduate of the Univ. of Mass Boston and has an M.B.A. from Boston University.
The Company believes Mr. D’Alelio’s numerous management positions and broad experiences in the financial services sector provide him with skills and valuable insight in handling complex financial transactions and issues, all of which make him well qualified to serve on the Board.
Mr. Packer is the President and Chief Executive Officer of each of the Owl Rock BDCs, the Co-Chief Investment Officer of each of the Owl Rock Advisers, is a member of the Investment Committee of each of the Owl Rock Advisers, and was a Co-Founder of Owl Rock Capital Partners. Mr. Packer is also a Co-Founder and Senior Managing Director of Blue Owl, a member of Blue Owl’s Executive Committee and a member of Blue Owl’s board of directors. In addition, Mr. Packer has served on the boards of directors of ORCC and ORCC II since March 2016 and November 2016, respectively, on the board of directors of ORTF since August 2018, and on the boards of directors of the Company and ORCIC since February 2020 and September 2020, respectively. Prior to co-founding Owl Rock, Mr. Packer was Co-Head of Leveraged Finance in the Americas at Goldman, Sachs & Co., where he served on the Firmwide Capital Committee, Investment Banking Division (“IBD”) Operating Committee, IBD Client and Business Standards Committee and the IBD Risk Committee. Mr. Packer joined Goldman, Sachs & Co. as a Managing Director and Head of High Yield Capital Markets in 2006 and was named partner in 2008. Prior to joining Goldman Sachs, Mr. Packer was the Global Head of High Yield Capital Markets at Credit Suisse First Boston, and before that he worked at Donaldson, Lufkin & Jenrette Mr. Packer serves as Treasurer and member of the Board of Trustees of Greenwich Academy, and Co-Chair of the Honorary Board of Kids in Crisis, a nonprofit organization that serves children in Connecticut, and on the Advisory Board for the McIntire School of Commerce, University of Virginia. Mr. Packer earned a B.S. from the University of Virginia and an M.B.A. from Harvard Business School.
The Company believes Mr. Packer’s depth of experience in corporate finance, capital markets and financial services gives the Board valuable industry-specific knowledge and expertise on these and other matters, and his history with the Company and the Adviser, provide an important skillset and knowledge base to the Board.
Incumbent Class III Directors — Terms Expiring 2023:
Name, Address,
and Age(1)		​​
Position(s)
held with
the Company
​​
Principal
Occupation(s)
During the
Past 5 Years
​​
Term of Office
and Length
of Time
Served(2)
​​
Number of
Companies
in Fund
Complex(3)
Overseen by
Director
​​
Other
Directorships
Held by
Director or
Nominee for
Director
​
Independent Director Nominees​
Brian Finn, 60​​Director​​
Private Investor
Chief Executive Officer, Asset Management Finance Corporation (through 2013)
​​Class III Director since 2020; Term expires in 2023​​5​​
ORCC
ORCC II
ORTF
ORCIC
The Scotts Miracle Gro Company
Rotor Acquisition Corp.
​

13
​

Name, Address,
and Age(1)		​​
Position(s)
held with
the Company
​​
Principal
Occupation(s)
During the
Past 5 Years
​​
Term of Office
and Length
of Time
Served(2)
​​
Number of
Companies
in Fund
Complex(3)
Overseen by
Director
​​
Other
Directorships
Held by
Director or
Nominee for
Director
​
Eric Kaye, 58​​Director​​Founder of Kayezen, LLC​​Class III Director since 2020; Term expires in 2023​​5​​
ORCC
ORCC II
ORTF
ORCIC
​
​
(1)
The address for each director is c/o Owl Rock Capital Corporation III, 399 Park Avenue, 38th Floor, New York, New York 10022.
​
(2)
Directors serve for three-year terms and until their successors are duly elected and qualified.
​
(3)
The term “Fund Complex” refers to the Owl Rock BDCs. Directors and officers who oversee the funds in the Fund Complex are noted.
​
Mr. Kaye is the founder of Kayezen, LLC, a physical therapy and fitness equipment design company. Prior to founding Kayezen, LLC, Mr. Kaye served as a Vice Chairman and Managing Director of UBS Investment Bank, and a member of the division’s Global Operating and U.S. Executive Committees, from June 2001 to May 2012. For the majority of Mr. Kaye’s tenure with UBS, he was a Managing Director and led the firm’s Exclusive Sales and Divestitures Group, where he focused on advising middle market companies. Prior to joining UBS, Mr. Kaye has served as Global Co Head of Mergers & Acquisitions for Robertson Stephens, an investment banking firm, from February 1998 to June 2001. Mr. Kaye joined Robertson Stephens from PaineWebber where he served as Executive Director and head of the firm’s Technology Mergers & Acquisitions team. Since March 2016 and November 2016 he has served on the boards of directors of ORCC and ORCC II, respectively, since August 2018 he has served on the board of directors of ORTF, and since February 2020 and September 2020 he has served on the boards of directors of the Company and ORCIC, respectively.
The Company believes Mr. Kaye’s management positions and experiences in the middle market provide the Board with valuable insight.
Mr. Finn served as the Chief Executive Officer of Asset Management Finance Corporation from 2009 to March 2013 and as its Chairman from 2008 to March 2013. From 2004 to 2008, Mr. Finn was Chairman and Head of Alternative Investments at Credit Suisse Group. Mr. Finn has held many positions within Credit Suisse and its predecessor firms, including President of Credit Suisse First Boston (CSFB), President of Investment Banking, Co President of Institutional Securities, Chief Executive Officer of Credit Suisse USA and a member of the Office of the Chairman of CSFB. He was also a member of the Executive Board of Credit Suisse. Mr. Finn served as principal and partner of private equity firm Clayton, Dubilier & Rice from 1997 to 2002. Mr. Finn currently serves as Chairman of Covr Financial Technologies Corp., a director of The Scotts Miracle Gro Company, and WaveGuide Corporation, Chairman of Star Mountain Capital, a lower middle market credit investment firm, Investment Partner of Nyca Partners, a financial technology venture capital firm, a director of Sarcos Robotics and is CEO and a director of Rotor Acquisition Corp., a publicly traded ‘blank check’ company. Since March 2016 and November 2016, he has served on the boards of directors of ORCC and ORCC II, respectively, since August 2018 he has served on the board of directors of ORTF, and since February 2020 and September 2020 he has served on the boards of directors of the Company and ORCIC, respectively. Mr. Finn received a B.S. in Economics from The Wharton School, University of Pennsylvania.
The Company believes Mr. Finn’s numerous management positions and broad experiences in the financial services sector provide him with skills and valuable insight in handling complex financial transactions and issues, all of which make him well qualified to serve on the Board.

14
​

Dollar Range of Equity Securities Beneficially Owned by Directors
The table below shows the dollar range of equity securities of the Company and the aggregate dollar range of equity securities of the Fund Complex that were beneficially owned by each director as of the Record Date stated as one of the following dollar ranges: None; $1-$10,000; $10,001- $50,000; $50,001-$100,000; or Over $100,000. For purposes of this Proxy Statement, the term “Fund Complex” is defined to include the Owl Rock BDCs.
Name of Director​​
Dollar Range of
Equity Securities in
Owl Rock Capital
Corporation III(1)(2)
​​
Aggregate Dollar
Range of Equity
Securities in
the Fund Complex(1)(3)
​
Interested Directors​​​​​​​​​​​​​
Craig W. Packer​​​over $100,000(4)​​​​over $100,000​​
Independent Directors​​​​​​​​​​​​​
Brian Finn​​—​​​over $100,000​​
Edward D’Alelio​​—​​​over $100,000​​
Eric Kaye​​—​​​over $100,000​​
Christopher M. Temple​​—​​​over $100,000​​
Melissa Weiler​​—​​—​
​
(1)
Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
​
(2)
The dollar range of equity securities of the Company beneficially owned by directors of the Company, if applicable, is calculated by multiplying the net asset value per share of the Company as of March 31, 2021, times the number of shares of the Company’s common stock beneficially owned.
​
(3)
The dollar range of equity securities in the Fund Complex beneficially owned by directors of the Company, if applicable, is the sum of (a) the product obtained by multiplying the net asset value per share of ORTF as of March 31, 2021, times the number of shares of ORTF beneficially owned, (b) the product obtained by multiplying the current net offering price of ORCIC, times the number of shares of ORCIC beneficially owned, (c) the product obtained by multiplying the current net offering price of ORCC II, times the number of shares of ORCC II beneficially owned, (d) the product obtained by multiplying the closing price of ORCC common stock of $14.54 as of July 6, 2021 by the number of shares of ORCC beneficially owned, and (e) the total dollar range of equity securities in the Company beneficially owned by the director.
​
(4)
Reflects the shares held by Owl Rock Feeder FIC BDC III LLC. Mr. Packer disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
​
Information about Executive Officers Who Are Not Directors
The following sets forth certain information regarding the executive officers of the Company who are not directors of the Company.
Name​​Age​​Position​​
Officer
Since
​
Bryan Cole​​36​​Chief Financial Officer, Chief Accounting Officer and Treasurer​​2020​
Karen Hager​​49​​Chief Compliance Officer​​2020​
Alan Kirshenbaum​​50​​Chief Operating Officer​​2020​
Alexis Maged​​55​​Vice President​​2020​
Neena Reddy​​43​​Vice President and Secretary​​2020​
The address for each of the Company’s executive officers is c/o Owl Rock Capital Corporation III, 399 Park Avenue, 38th Floor, New York, New York 10022.
 
15
TABLE OF CONTENTS​
 
PROPOSAL 1: APPROVAL OF THE NEW ADVISORY AGREEMENTMr. Cole
General
Shareholders are being asked to consider is a Managing Director of Blue Owl and vote on a proposal to approveserves as the New Advisory Agreement betweenChief Financial Officer of the Company, ORCC II, and ORCIC, as the Treasurer of the Company and ORCIC, and as the Adviser.Chief Accounting Officer for each of the Owl Rock BDCs. Prior to joining Owl Rock in January 2016, Mr. Cole was Assistant Controller of Business Development Corporation of America, a non-traded BDC, where he was responsible for overseeing the finance, accounting, financial reporting, operations and internal controls functions. Preceding that role, Mr. Cole worked within the Financial Services — Alternative Investments practice of PwC where he specialized in financial reporting, fair valuation of illiquid investments and structured products, internal controls and other technical accounting matters pertaining to alternative investment advisors, hedge funds, business development companies and private equity funds. Mr. Cole received a B.S. in Accounting from Fordham University and is a licensed Certified Public Accountant in New York.
Ms. Hager is a Managing Director of Blue Owl and also serves as the Chief Compliance Officer of each of the Owl Rock Advisers and each of the Owl Rock BDCs and Blue Owl. Prior to joining Owl Rock in March 2018, Ms. Hager was Chief Compliance Officer at Abbott Capital Management. Previous to Abbott, Ms. Hager worked as SVP, Director of Global Compliance and Chief Compliance Officer at The Permal Group, and as Director of Compliance at Dominick & Dominick Advisors LLC. Prior to joining Dominick & Dominick Advisors LLC, Ms. Hager was a Senior Securities Compliance Examiner/Staff Accountant at the US Securities and Exchange Commission. Ms. Hager received a B.S. in Accounting from Brooklyn College of the City University of New York.
Mr. Kirshenbaum is the Chief Financial Officer of Blue Owl and also serves as the Chief Operating Officer and Chief Financial Officer of the Owl Rock Advisers, the Chief Financial Officer and Treasurer of ORCC and ORTF, the Chief Operating Officer of the Company, ORCC, ORCC II and ORTF, and as the Treasurer of ORCC II. Mr. Kirshenbaum served on the boards of the ORCC and ORCC II from 2015‑2021, on the board of ORTF from 2018-2021 and on the boards of the Company and ORCIC from 2020-2021. Prior to Owl Rock, Mr. Kirshenbaum was Chief Financial Officer of Sixth Street Specialty Lending, Inc. (formerly, TPG Specialty Lending, Inc.), a BDC traded on the NYSE (TSLX). Mr. Kirshenbaum was responsible for building and overseeing TSLX’s finance, treasury, accounting and operations functions from August 2011 through October 2015, including during its initial public offering in March 2014. From 2011 to 2013, Mr. Kirshenbaum was also Chief Financial Officer of TPG Special Situations Partners. From 2007 to 2011, Mr. Kirshenbaum was the Chief Financial Officer of Natsource, a private investment firm and, prior to that, Managing Director, Chief Operating Officer and Chief Financial Officer of MainStay Investments. Mr. Kirshenbaum joined Bear Stearns Asset Management (“BSAM”) in 1999 and was BSAM’s Chief Financial Officer from 2003 to 2006. Before joining BSAM, Mr. Kirshenbaum worked in public accounting at KPMG and J.H. Cohn. Mr. Kirshenbaum is actively involved in a variety of non-profit organizations including the Boy Scouts of America and as trustee for the Jewish Federation of Greater MetroWest NJ. Mr. Kirshenbaum is also a member of the Rutgers University Dean’s Cabinet. Mr. Kirshenbaum received a B.S. from Rutgers University and an M.B.A. from New York University Stern School of Business.
Mr. Maged is a Managing Director in the Owl Rock division of Blue Owl and also serves as the Head of Credit for each of the Owl Rock Advisers and as Vice President of each of the Owl Rock BDCs and is a member of the Investment Committee of each of the Owl Rock Advisers. Prior to joining Owl Rock in 2016, Mr. Maged was Chief Financial Officer of Barkbox, Inc., a New York based provider of pet themed products and technology, from 2014 to 2015. Prior to that, Mr. Maged was a Managing Director with Goldman Sachs & Co. from 2007 until 2014. At Goldman Sachs & Co., Mr. Maged held several leadership positions, including Chief Operating Officer of the investment bank’s Global Credit Finance businesses, Co-Chair of the Credit Markets Capital Committee and a telephonicmember of the Firmwide Capital Committee. Prior to assuming that role in 2011, Mr. Maged served as Chief Underwriting Officer for the Americas and oversaw the U.S. Bank Debt Portfolio Group and US Loan Negotiation Group. From mid-2007 to the end of 2008, Mr. Maged was Head of Bridge Finance Capital Markets in the Americas Financing Group’s Leveraged Finance Group, where he coordinated the firm’s High Yield Bridge Lending and Syndication business. Prior to joining Goldman, Sachs & Co, Mr. Maged was Head of the Bridge Finance Group at Credit Suisse and also worked in the Loan Capital Markets Group at Donaldson, Lufkin and Jenrette. Upon DLJ’s merger with Credit Suisse in 2000, Mr. Maged joined Credit Suisse’s Syndicated Loan Group and, in 2003, founded its Bridge Finance Group. Earlier in his career, Mr. Maged was a member of the West Coast Sponsor Coverage Group at Citigroup and the Derivatives Group at Republic National Bank, as well as a founding

16
​

member of the Loan Syndication Group at Swiss Bank Corporation. Mr. Maged received a B.A. from Vassar College and an M.B.A. from New York University Stern School of Business.
Ms. Reddy is a Managing Director, General Counsel and Secretary of Blue Owl and also serves as the General Counsel and Chief Legal Officer of all of the Blue Owl Advisors, including the Owl Rock Advisers, and as Vice President and Secretary of each of the Owl Rock BDCs. Prior to joining Owl Rock in June 2019, Ms. Reddy was counsel at Goldman Sachs Asset Management, where she was responsible for direct alternative products, including private credit. Previously, Ms. Reddy was an attorney at Boies Schiller Flexner LLP and Debevoise & Plimpton LLP. Ms. Reddy received a B.A. in English from Georgetown University and a J.D. from New York University School of Law. Prior to becoming an attorney, Ms. Reddy was a financial analyst at Goldman, Sachs & Co.

17
​

CORPORATE GOVERNANCE
The Board
Board Composition
The Board consists of six members. The Board is divided into three classes, with the members of each class serving staggered, three-year terms; however, the initial members of the three classes have initial terms of one, two and three years, respectively. The terms of the Company’s Class I directors will expire at the Annual Meeting; the terms of the Company’s Class II directors will expire at the 2022 annual meeting of shareholders; and the terms of the Company’s Class III directors will expire at the 2023 annual meeting of shareholders.
Mr. Temple and Ms. Weiler serve as Class I directors (with terms expiring at the Annual Meeting). Messrs. D’Alelio and Packer serve as Class II directors (with terms expiring in 2022). Messrs. Finn and Kaye serve as Class III directors (with terms expiring in 2023).
On May 19, 2021, Owl Rock Capital Group, the parent of the Adviser, and Dyal Capital Partners consummated their previously announced merger to form Blue Owl (NYSE:OWL) (the “Transaction”). Blue Owl is a publicly traded alternative asset management firm with approximately $27.8 billion in assets under management as of March 31, 2021. Blue Owl consists of two divisions: Owl Rock, which focuses on direct lending and Dyal, which focuses on providing capital to institutional alternative asset managers.
As previously disclosed, the Transaction was intended to comply with Section 15(f) of the 1940 Act. On May 18, 2021, in anticipation of the Transaction, and in order to ensure that the Transaction complied with Section 15(f), including the requirement that at least 75% of the members of the Board held on December 17, 2020,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.
Independent Directors
The Company’s Charter requires that a majority of the Board including allconsist of the Company’s directors who are not “interested persons” of the Company, the Adviser, or any of their respective affiliates, as defined in the 1940 Act (“Independent Directors”), unanimously voted to approve the New Advisory Agreement, which agreement would become effective only upon consummation. On an annual basis, each member of the Transaction and the resulting Adviser Change in Control, subjectCompany’s Board is required to the approval of Shareholders, and determined that the New Advisory Agreement is in the best interests of the Company and its Shareholders. The Board then recommended that Shareholders votecomplete a questionnaire designed to approve the New Advisory Agreement.
As discussed in greater detail below, the terms of the New Advisory Agreement are identicalprovide information to the terms of the Existing Advisory Agreement and the day-to-day management of the Adviser and the investment objectives and strategies of the Company will not change as a result of Adviser Change in Control or the Company’s entry into the New Advisory Agreement. The New Advisory Agreement, attached as Appendix A to this proxy statement, is marked to show changes against the Existing Advisory Agreement.
Summary of the Transaction and the Resulting Adviser Change in Control; Reasons for the New Advisory Agreement
The Adviser has advisedassist the Board that Owl Rock has entered into a Business Combination Agreement with Neubergerin determining whether the director is independent under NYSE corporate governance rules, the Exchange Act and Altimar, pursuant to which Owl Rock and Dyal, a division of Neuberger, will combine to form Blue Owl, an alternative asset management firm. If the Transaction is consummated, Blue Owl will be a publicly-traded company listed on the NYSE.
Dyal seeks to acquire minority equity stakes in and provide financing to established alternative asset managers. With over a decade of experience transacting with institutional financial firms, Dyal has completed over 50 equity and debt transactions and manages approximately $23.3 billion in aggregate capital commitments as of November 30, 2020.
Altimar is a publicly-traded special purpose acquisition company sponsored by an affiliate of HPS Investments Partners, LLC. Altimar consummated its initial public offering on October 27, 2020 and was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination.
In connection with the consummation of the Transaction, Blue Owl will indirectly acquire the Adviser along with other operating subsidiaries of Owl Rock Capital Partners that are engaged in the business of sponsoring, offering and managing of Owl Rock-branded investment products. Blue Owl will also acquire the business and operations related to Dyal’s sponsoring, offering and managing of alternative investment funds. The Adviser, which will be an indirect subsidiary of Blue Owl, is expected to have new indirect controlling persons, resulting in the Adviser Change in Control.
Consummation of the Transaction and the resulting Adviser Change in Control would, pursuant to Section 2(a)(4) of the 1940 Act, result in an “assignment” of the Existing Advisory Agreement. Section 15(a) of the 1940 Act provides that any investment management contract terminates automatically upon its “assignment.” As a result, Shareholders are being asked to approve the Company’s entry into the New Advisory Agreement, pursuant to which the Adviser will continue to act as the investment adviser of the Company, because this approval is required by the 1940 Act. IfThe Board limits membership on the New Advisory Agreement is not approved by Shareholders, then the Transaction will not close, the resulting Adviser Change in Control will not occur,Audit Committee and the Existing Advisory Agreement will remain in place.Nominating and Corporate Governance Committee (the “Nominating Committee”) to Independent Directors.
AboutBased on these independence standards and the Adviser
The Adviser is registered as an investment adviser under the Advisers Act and serves as the Company’s investment adviser pursuant to the Existing Advisory Agreement. The Adviser also serves as our Administrator pursuant to the Existing Administration Agreement. The Adviser is an indirect subsidiary of

16
TABLE OF CONTENTS

Owl Rock Capital Partners. Owl Rock Capital Partnersis led by its three co-founders, Douglas I. Ostrover, Marc S. Lipschultz and Craig W. Packer. The Adviser’s investment team is also led by Douglas I. Ostrover, Marc S. Lipschultz and Craig W. Packer and is supported by certain membersrecommendation of the Adviser’s senior executive teamNominating Committee, after reviewing all relevant transactions and relationships between each director, or any of his family members, and the investment committee (the “Investment Committee”). The Investment Committee is comprised of Douglas I. Ostrover, Marc S. Lipschultz, Craig W. Packer and Alexis Maged. Subject to the overall supervision of the Board, the Adviser manages our day-to-day operations, and provides investment advisory and management services to us.
The Adviser is affiliated with Owl Rock Capital Advisors LLC (“ORCA”), Owl Rock Technology Advisors LLC (“ORTA”) and Owl Rock Private Fund Advisors LLC (“ORPFA” and together with the Adviser, ORCA and ORTA, the “Owl Rock Advisors”). As of September 30, 2020, the Owl Rock Advisors managed $23.7 billion in AUM. The Owl Rock Advisors focus on direct lending to middle market companies primarily in the United States under the following four investment strategies:
Strategy​​Funds​​Asset Under Management​
Diversified Lending. The Owl Rock Advisors primarily originate and make loans to, and make debt and equity investments in, U.S. middle market companies The Owl Rock Advisors invest in senior secured or unsecured loans, subordinated loans or mezzanine loans and, to a lesser extent, equity and equity-related securities including warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity. The investment objective of the funds with this investment strategy is to generate current income and, to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns.​​The diversified lending strategy is managed through four BDCs: the Company, Owl Rock Capital Corporation (“ORCC”), Owl Rock Capital Corporation II (“ORCC II”) and Owl Rock Core Income Corp. (“ORCIC”).​​As of September 30, 2020, the Owl Rock Advisors have $15.2 billion of assets under management across these products.​
Technology Lending. The Owl Rock Advisors are focused primarily on originating and making debt and equity investments in technology-related companies based primarily in the United States. The Owl Rock Advisors originate and invest in senior secured or unsecured loans, subordinated loans or mezzanine loans, and equity-related securities including common equity, warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity. The investment objective of the funds with this investment strategy is to maximize total return by generating current income from debt investments and other income producing securities, and capital appreciation from equity and equity-linked investments.​​The technology lending strategy is managed through Owl Rock Technology Finance Corp. (“ORTF” and together with the Company, ORCC, ORCC II and ORCIC, the “Owl Rock BDCs”), a BDC.​​As of September 30, 2020, the Owl Rock Advisors have $4.5 billion of assets under management across these products.​
First Lien Lending. The Owl Rock Advisors seek to realize significant current income with an emphasis on preservation of capital primarily through originating primary transactions in and, to a lesser extent, secondary transactions of first lien senior secured loans in or related to middle market businesses based primarily in the United States.​​The first lien lending strategy is managed through private funds and separately managed accounts (the “First Lien Funds”).​​As of September 30, 2020, the Owl Rock Advisors have $2.9 billion of assets under management across these products.​

17
TABLE OF CONTENTS

Strategy​​Funds​​Asset Under Management​
Opportunistic Lending. The Owl Rock Advisors intend to make opportunistic investments in U.S. middle-market companies by providing a variety of approaches to financing, including but not limited to originating and/or investing in secured debt, unsecured debt, mezzanine debt, other subordinated debt, interests senior to common equity, as well as equity securities (or rights to acquire equity securities) which may or may not be acquired in connection with a debt financing transaction, and doing any and all things necessary, convenient or incidental thereto as necessary or desirable to promote and carry out such purpose. The funds with this investment strategy seek to generate attractive risk-adjusted returns by taking advantage of credit opportunities in U.S. middle-market companies with liquidity needs and market leaders seeking to improve their balance sheets.​​The opportunistic lending strategy is managed through a private fund and separately managed accounts (the “Opportunistic Lending Funds” and together with the First Lien Funds, the “Owl Rock Private Funds”).​​As of September 30, 2020, the Owl Rock Advisors have $1.1 billion of assets under management across these products.​
We refer to the Owl Rock BDCs and the Owl Rock Private Funds herein, collectively, as the “Owl Rock Clients.”
The Owl Rock Advisors may provide management or investment advisory services to entities that have overlapping objectives with us. The Adviser and its affiliates may face conflicts in the allocation of investment opportunities to us and others. In order to address these conflicts, the Owl Rock Advisors have put in place an allocation policy that addresses the allocation of investment opportunities as well as co-investment restrictions under the 1940 Act.
In addition, we rely on exemptive relief that has been granted by the SEC to ORCA and certain of its affiliates to co-invest with other funds managed by the Adviser, or itsof any of their respective affiliates, in a manner consistent with our investment objective, positions, policies, strategiesthe Board has determined that Messrs. Finn, Kaye, Temple, and restrictionsD’Alelio and Ms. Weiler qualify as well as regulatory requirements and other pertinent factors. Pursuant to such exemptive relief, we generally are permitted to co-invest with certainIndependent Directors. Each director who serves on the Audit Committee is an independent director for purposes of our affiliates if a “required majority”Rule 10A-3 under the Exchange Act.
Interested Directors
Mr. Packer is considered an “interested person” ​(as defined in Section 57(o) of the 1940 Act) of the Independent Directors make certain conclusions in connection with a co-investment transaction, including that (1) the termsCompany since he is an officer of the transaction, including the consideration to be paid, are reasonableAdviser.
Meetings and fair to us and Shareholders and do not involve overreaching of us or Shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of Shareholders and is consistent with our investment objective and strategies, and (3) the investment by our affiliates would not disadvantage us, and our participation would not be on a basis different from or less advantageous than that on which our affiliates are investing. The Owl Rock Advisors’ allocation policy incorporates the conditions of the exemptive relief. As a result of the exemptive relief, there could be significant overlap in our investment portfolio and the investment portfolios of other Owl Rock Clients and/or future funds and vehicles established by the Owl Rock Advisors that could avail themselves of the exemptive relief.
Benefits of the Transaction and the Resulting Adviser Change in ControlAttendance
In evaluating the New Advisory Agreement, the Board requested, and received, information and materials regarding Owl Rock, the Adviser, Altimar, Dyal and their respective affiliates.
The Board believes thatmet ten times during 2020 and acted on various occasions by written consent. Each of the Company and its Shareholders will benefit fromincumbent directors attended at least 75% of the combinationaggregate of Owl Rock and Dyal. In particular, the Board believes thatmeetings and meetings of the committee(s) on which he served during the last fiscal year and while he served as a result of the Transaction and the resulting Adviser Change in Control, the Company will benefit from (i) the potential for enhanced investment sourcing capabilities as a result of the combination of the Adviser’s and Dyal’s relationships with the alternative asset management community, (ii) increased opportunities for the Adviser to utilize its resources and its relationships with the financial sponsor community and service providers and an increased pipeline of dealdirector.
 
18
TABLE OF CONTENTS​
 
opportunities, (iii) attendant benefitsBoard Attendance at the Annual Meeting
The Company’s policy is to the investing process, including enhanced resources availableencourage its directors to attend each annual meeting; however, such attendance is not required at this time.
Board Leadership Structure and Oversight Responsibilities
Overall responsibility for the Company’s oversight rests with the Board. The Company has entered into an amended and restated investment activity, and (iv) enhanced ability foradvisory agreement (the “Investment Advisory Agreement”), pursuant to which the Adviser to attractwill manage the Company on a day-to-day basis. The Board is responsible for overseeing the Adviser and retain highly talented professionals, each at no additional cost to the Company.
Additional Considerations under the 1940 Act
The Adviser ChangeCompany’s other service providers in Control is structured to complyaccordance with the “safe harbor” included in Section 15(f)provisions of the 1940 Act, atapplicable provisions of state and other laws and the closing of the Adviser Change in Control. Section 15(f) provides that when a sale of securities or any other interest in an investment adviser occurs, the investment adviser or any of its affiliated persons may receive any amount or benefit in connection with the sale so long as two conditions are satisfied. These conditions are as follows:
•
First, during the three-year period following the consummation of a transaction, at least 75% of the investment company’s board of directors must be comprised of Independent Directors.Company’s charter. The Board is expected to meet this requirement at the timecurrently composed of six members, five of whom are directors who are not “interested persons” of the consummation ofCompany or the Transaction and the resulting Adviser Change in Control. As a result, following the Adviser Change in Control, at least 75% of the Board will consist of Independent Directors; and
​
•
Second, an “unfair burden” must not be imposed on the investment company as a result of the transaction relating to the sale of such interest, or any of its applicable express or implied terms, conditions or understandings. The term “unfair burden,” as defined in the 1940 Act, includes any arrangement during the two-year period after the transaction whereby the investment adviser (or predecessor or successor adviser), or any “interested person” of such an adviser, receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its shareholders (other than fees for bona fide investment advisory or other services) or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than bona fide ordinary compensation as principal underwriter for the investment company).
​
Terms of the New Advisory Agreement
The following description is qualified in its entirety by reference to the form of New Advisory Agreement attached hereto as Appendix A.Act.
The terms ofBoard meets in person at regularly scheduled quarterly meetings each year. In addition, the New AdvisoryAgreement are identicalBoard may act by unanimous written consent and hold special in-person or telephonic meetings or informal conference calls to discuss specific matters that may arise or require action between regular meetings.
As described below, the terms of the Existing Advisory Agreement, except for the term which will be two years from the effective date of the New Advisory Agreement,Board has established an Audit Committee and renew for successive annual periods unless earlier terminateda Nominating Committee, and so long as such continuance is specifically approved at least annually in accordance with the 1940 Act. Under the terms of the New Advisory Agreement, the Adviser will continue to be responsible for the following:
•
managing our assets in accordance with our investment objective, policies and restrictions;
​
•
determining the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes;
​
•
making investment decisions for us, including negotiating the terms of investments in, and dispositions of, portfolio securities and other instruments on its behalf;
​
•
monitoring our investments;
​
•
performing due diligence on prospective portfolio companies;
​
•
exercising voting rights in respect of portfolio securities and other investments for us;
​
•
serving on, and exercising observer rights for, boards of directors and similarmay establish ad hoc committees of our portfolio companies; and
​
•
providing us with such other investment advisory and related services as we may,or working groups from time to time, reasonably require forto assist the investment of capital.
​Board in fulfilling its oversight responsibilities.
The Adviser’s servicesBoard has appointed Edward D’Alelio, an Independent Director, to serve in the role of Chairman of the Board. The Chairman’s role is to preside at all meetings of the Board and to act as a liaison with the Adviser, counsel and other directors generally between meetings. The Chairman serves as a key point person for dealings between management and the directors. The Chairman also may perform such other functions as may be delegated by the Board from time to time. The Board reviews matters related to its leadership structure annually. The Board has determined that the Board’s leadership structure is appropriate because it allows the Board to exercise informed and independent judgment over the matters under the New Advisory Agreement are not exclusive,its purview and it allocates areas of responsibility among committees of directors and the full Board in a manner that enhances effective oversight.
The Company is freesubject to furnish similar servicesa number of risks, including investment, compliance, operational and valuation risks, among others. Risk oversight forms part of the Board’s general oversight of the Company and is addressed as part of various Board and committee activities. Day-to-day risk management functions are subsumed within the responsibilities of the Adviser and other service providers (depending on the nature of the risk), which carry out the Company’s investment management and business affairs. The Adviser and other service providers employ a variety of processes, procedures and controls to identify various events or circumstances that give rise to risks, to lessen the probability of their occurrence and to mitigate the effects of such events or circumstances if they do occur. Each of the Adviser and other entities so longservice providers has their own independent interest in risk management, and their policies and methods of risk management will depend on their functions and business models. The Board recognizes that it is not possible to identify all of the risks that may affect the Company or to develop processes and controls to eliminate or mitigate their occurrence or effects. As part of its regular oversight of the Company, the Board interacts with and reviews reports from, among others, the Adviser, the Company’s chief compliance officer, the Company’s independent registered public accounting firm and counsel, as appropriate, regarding risks faced by the Company and applicable risk controls. The Board may, at any time and in its servicesdiscretion, change the manner in which it conducts risk oversight.
Communications with Directors
Shareholders and other interested parties may contact any member (or all members) of the Board by mail. To communicate with the Board, any individual directors or any group or committee of directors, correspondence should be addressed to us are not impaired.the Board or any such individual directors or group or committee of directors by either name or title. All such correspondence should be sent to Owl Rock Capital Corporation III, 399 Park Avenue, 38th Floor, New York, New York 10022, Attention: Secretary.
 
19
TABLE OF CONTENTS​
 
UnderCommittees of the New Advisory Agreement,Board
The Board has an Audit Committee and a Nominating Committee, and may form additional committees in the future. A brief description of each committee is included in this Proxy Statement and the charters of the Audit and Nominating Committees can be accessed on the Company’s website at www.owlrockbdcs.com.
As of the date of this Proxy Statement, the members of each of the Board’s committees are as follows (the names of the respective committee chairperson are bolded):
Audit Committee​​Nominating and Corporate Governance Committee​
Edward D’Alelio​​Edward D’Alelio​
Christopher M. Temple​​Christopher M. Temple​
Eric Kaye​​Eric Kaye​
Brian Finn​​Brian Finn​
Melissa Weiler​​Melissa Weiler​
Audit Committee Governance, Responsibilities and Meetings
In accordance with its written charter adopted by the Board, the Audit Committee:
(a)
assists the Board’s oversight of the integrity of the Company’s financial statements, the independent registered public accounting firm’s qualifications and independence, the Company’s compliance with legal and regulatory requirements and the performance of the Company’s independent registered public accounting firm;
​
(b)
prepares an Audit Committee report, if required by the SEC, to be included in the Company’s annual proxy statement;
​
(c)
oversees the scope of the annual audit of the Company’s financial statements, the quality and objectivity of the Company’s financial statements, accounting and financial reporting policies and internal controls;
​
(d)
determines the selection, appointment, retention and termination of the Company’s independent registered public accounting firm, as well as approving the compensation thereof;
​
(e)
pre-approves all audit and non-audit services provided to the Company and certain other persons by such independent registered public accounting firm; and
​
(f)
acts as a liaison between the Company’s independent registered public accounting firm and the Board.
​
The Audit Committee had five formal meetings in 2020.
The Board has determined that each of Brian Finn and Christopher M. Temple is an “audit committee financial expert” as that term is defined under Item 407 of Regulation S-K of the Exchange Act.
Each member of the Audit Committee simultaneously serves on the audit committees of three or more public companies, and the Board has determined that each member’s simultaneous service on the audit committees of other public companies does not impair such member’s ability to effectively serve on the Audit Committee.
Nominating Committee Governance, Responsibilities and Meetings
In accordance with its written charter adopted by the Board, the Nominating Committee:
(a)
recommends to the Board persons to be nominated by the Board for election at the Company’s meetings of the Company’s shareholders, special or annual, if any, or to fill any vacancy on the Board that may arise between shareholder meetings;
​
(b)
makes recommendations with regard to the tenure of the directors;
​

20
​

(c)
is responsible for overseeing an annual evaluation of the Board and its committee structure to determine whether the structure is operating effectively; and
​
(d)
recommends to the Board the compensation to be paid to the Independent Directors.
​
The Nominating Committee will consider for nomination to the Board candidates submitted by the Company’s shareholders or from other sources it deems appropriate.
The Nominating Committee had two formal meetings in 2020.
Director Nominations
Nomination for election as a director may be made by, or at the direction of, the Nominating Committee or by shareholders in compliance with the procedures set forth in the Company’s bylaws.
Shareholder proposals or director nominations to be presented at the annual meeting of shareholders, other than shareholder proposals submitted pursuant to the SEC’s Rule 14a-8, must be submitted in accordance with the advance notice procedures and other requirements set forth in the Company’s bylaws. These requirements are separate from the requirements discussed below to have the shareholder nomination or other proposal included in the Company’s proxy statement and form of proxy/voting instruction card pursuant to the SEC’s rules.
The Company’s bylaws require that the proposal or recommendation for nomination must be delivered to, or mailed and received at, the principal executive offices of the Company not earlier than the 150th day prior to the one year anniversary of the date the Company’s proxy statement for the preceding year’s annual meeting, and not later than the 120th day prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting. If the date of the annual meeting has changed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, shareholder proposals or director nominations must be so received not earlier than the 150th day prior to the date of such annual meeting and not later than the later of the 120th day prior to the date of such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made.
In evaluating director nominees, the Nominating Committee considers, among others, the following factors:
•
whether the individual possesses high standards of character and integrity, relevant experience, a willingness to ask hard questions and the ability to work well with others;
​
•
whether the individual is free of conflicts of interest that would violate applicable law or regulation or interfere with the proper performance of the responsibilities of a director;
​
•
whether the individual is willing and able to devote sufficient time to the affairs of the Company and be diligent in fulfilling the responsibilities of a director and Board Committee member;
​
•
whether the individual has the capacity and desire to represent the balanced, best interests of the shareholder as a whole and not a special interest group or constituency; and
​
•
whether the individual possesses the skills, experiences (such as current business experience or other such current involvement in public service, academia or scientific communities), particular areas of expertise, particular backgrounds, and other characteristics that will help ensure the effectiveness of the Board and Board committees.
​
The Nominating Committee’s goal is to assemble a board that brings to the Company a variety of perspectives and skills derived from high-quality business and professional experience.
Other than the foregoing, there are no stated minimum criteria for director nominees, although the Nominating Committee also may consider other factors as they may deem are in the best interests of the Company and its shareholders. The Board also believes it appropriate for certain key members of the Company’s management to participate as members of the Board.
The Nominating Committee identifies nominees by first evaluating the current members of the Board willing to continue in service. Current members of the Board with skills and experience that are relevant to

21
​

the Company’s business and who are willing to continue in service are considered for re-nomination. If any member of the Board does not wish to continue in service or if the Nominating Committee decides not to re-nominate a member for re-election, the Nominating Committee will identify the desired skills and experience of a new nominee in light of the criteria above. The members of the Board are polled for suggestions as to individuals meeting the aforementioned criteria. Research may also be performed to identify qualified individuals. To date, the Company has not engaged third parties to identify or evaluate or assist in identifying potential nominees, although the Company reserves the right in the future to retain a third-party search firm, if necessary.
The Board has not adopted a formal policy with regard to the consideration of diversity in identifying director nominees. In determining whether to recommend a director nominee, the Nominating Committee considers and discusses diversity, among other factors, with a view toward the needs of the Board as a whole. The Board generally conceptualizes diversity expansively to include, without limitation, concepts such as race, gender, national origin, differences of viewpoint, professional experience, education, skill and other qualities that contribute to the Board, when identifying and recommending director nominees. The Board believes that the inclusion of diversity as one of many factors considered in selecting director nominees is consistent with the Board’s goal of creating a Board that best serves the needs of the Company and the interests of its shareholders.
Section 16(a) Beneficial Ownership Reporting Compliance
Pursuant to Section 16(a) of the Exchange Act, the Company’s directors and executive officers, and any persons holding more than 10% of its shares, are required to report their beneficial ownership and any changes therein to the SEC and the Company. Specific due dates for those reports have been established, and the Company is required to report herein any failure to file such reports by those due dates. Based on the Company’s review of Forms 3, 4, and 5 filed by such persons and information provided by the Company’s directors and officers, the Company believes that during the fiscal year ended December 31, 2020, all Section 16(a) filing requirements applicable to such persons were timely filed.
Code of Business Conduct and Ethics
The Company has adopted a Code of Business Conduct and Ethics which applies to the Company’s executive officers, including its Chief Executive Officer and Chief Financial Officer, as well as every officer, director and employee of the Company. The Company’s Code of Business Conduct and Ethics can be accessed on the Company’s website at www.owlrockbdcs.com.
There have been no material changes to the Company’s corporate code of ethics or material waivers of the code that apply to the Company’s Chief Executive Officer or Chief Financial Officer. If the Company makes any substantive amendment to, or grants a waiver from, a provision of its Code of Business Conduct and Ethics, the Company will paypromptly disclose the nature of the amendment or waiver on its website at www.owlrockbdcs.com as well as file a Form 8-K with the Securities and Exchange Commission.
Commitments to the Community and to Diversity and Inclusion
The Company and the Adviser are committed to their community and continue to monitor the social and economic impact of recent events, remaining dedicated to their broader philanthropic and community activities. The Adviser’s recent initiatives include a $5 million commitment of its own capital to a community loan program that extends interest-free loans to U.S.-based small businesses to support their efforts to maintain full employment, with an emphasis on minority-owned businesses impacted by COVID-19 and other economic and social crises, as compensationwell as a donation of $1 million to a local food bank.
In addition, the Company and the Adviser prioritize recruiting and retaining a diverse group of professionals. The Company and the Adviser believe a team comprised of individuals with diverse backgrounds, experiences, perspectives and insights is a more effective team. As Owl Rock has grown, its diversity and inclusion approach has expanded in scope and participation to include employees from all backgrounds across all departments and at all levels.

22
​

Election of Officers
Executive officers hold their office until their successors have been duly elected and qualified, or until the earlier of their resignation or removal.
Compensation Discussion and Analysis
The Company does not currently have any employees and does not expect to have any employees. Services necessary for the Company’s business are provided by individuals who are employees of the Adviser or its affiliates, pursuant to the terms of the Investment Advisory Agreement and the Company’s amended and restated administration agreement (the “Administration Agreement”), as applicable. The Company’s day-to-day investment and administrative operations are managed by the Adviser. Most of the services necessary for the origination and management of the Company’s investment portfolio will be provided by investment professionals employed by the Adviser or its affiliates.
None of the Company’s executive officers will receive direct compensation from us. The Company will reimburse the Adviser the allocable portion of the compensation paid by the Adviser (or its affiliates) to the Company’s Chief Compliance Officer and Chief Financial Officer and their respective staffs (based on the percentage of time such individuals devote, on an estimated basis, to the Company’s business and affairs, and as otherwise set forth in the Administration Agreement). Members of the Adviser’s investment committee (the “Investment Committee”), through their financial interests in the Adviser, are entitled to a portion of the profits earned by the Adviser, which includes any fees payable to the Adviser under the terms of the Investment Advisory Agreement, less expenses incurred by the Adviser in performing its services under the Investment Advisory Agreement.
Director Compensation
No compensation is expected to be paid to the Company’s directors who are “interested persons,” as such term is defined in Section 2(a)(19) of the 1940 Act. The Company’s directors who do not also serve in an executive officer capacity for the Company or the Adviser are entitled to receive annual cash retainer fees, fees for participating in in-person board and committee meetings and annual fees for serving as a committee chairperson. These directors are Edward D’Alelio, Christopher M. Temple, Eric Kaye, Brian Finn and Melissa Weiler. The Company pays each Independent Director the following amounts for serving as a director:
Annual Cash Retainer​​
Board Meeting
Fee
​​Annual Committee Chair Cash Retainer​​
Committee
Meeting Fee
​
​
Chair of the
Board
​​Audit​​
Committee
Chair
​
$150,000​​​$2,500​​​​$25,000​​​​$15,000​​​​$5,000​​​​$2,500​​
The Company also reimburses each of the directors for all reasonable and authorized business expenses in accordance with the Company’s policies as in effect from time to time, including reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each board meeting and each committee meeting not held concurrently with a board meeting.
The table below sets forth the compensation received by each director from the Company and the Fund Complex for service during the fiscal year ended December 31, 2020:
Name of Director​​
Fees Earned and
Paid in Cash by
the Company
​​
Total
Compensation from
the Company
​​
Total
Compensation from
the Fund Complex
​
Edward D’Alelio​​​$195,962​​​​$195,962​​​​$963,540​​
Christopher M. Temple​​​$184,835​​​​$184,835​​​​$917,224​​
Eric Kaye​​​$178,709​​​​$178,709​​​​$895,907​​
Brian Finn​​​$169,396​​​​$169,396​​​​$843,249​​

23
​

Compensation of the Investment Adviser
The Company pays the Adviser an investment advisory and managementfee for its services feesunder the Investment Advisory Agreement consisting of two components: (i)a management fee (the “Management Fee”) and an incentive fee (the “Incentive Fee”). The cost of both the Management Fee and (ii) the Incentive Fee.Fee will ultimately be borne by the shareholders.
The Management Fee
As under is payable quarterly in arrears. Prior to the Existing Advisory Agreement, prior to an Exchange Listing, if any,future quotation or listing of the Company’s securities on a national securities exchange (an “Exchange Listing”), the Management Fee is payable at an annual rate of 0.50% of the Company’s average gross assets, excluding cash and cash equivalents but including assets purchased with borrowed amounts, at the end of the Company’s two most recently completed calendar quarters. The Management Fee is payable quarterly in arrears.
Following an Exchange Listing, if any, the Management Fee will beis payable at an annual rate of (x) of:
(i)
1.50% of the Company’s average 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 1940 Act, at the end of the two most recently completed calendar quarters payable quarterly in arrears, and (y) 
​
(ii)
1.00% of the Company’s average 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 SectionSections 18 and 61 of the 1940 Act, in each case, at the end of the two most recently completed calendar quarters.quarters payable quarterly in arrears.
​
The Management Fee for any partial month or quarter, as the case may be, will be appropriately prorated and adjusted (based on the actual number of days elapsed relative to the total number of days in such calendar quarter) for any share issuances or repurchases during the relevant calendar monthsquarters and for any partial month or quarters, as the case may be.quarter. For purposes of the Existing Advisory Agreement and the NewInvestment Advisory Agreement, gross assets means the Company’s total assets determined on a consolidated basis in accordance with generally accepted accounting principles in the United States, excluding cash and cash equivalents, but including assets purchased with borrowed amounts.
Incentive Fee
As underPursuant to the ExistingInvestment Advisory Agreement, prior to an Exchange Listing, if any, the Adviser will not be entitled to the Incentive Fee prior to an Incentive Fee.
Exchange Listing. Following an Exchange Listing, if any, the Incentive Fee will be comprisedconsists of two components: (1) acomponents that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the Incentive Fee is based on the Company’s pre-Incentive Fee net investment income and (2) a portion is based on the Company’s capital gains, each as described below. The Incentive Fee calculation is identical under both the Existing Advisory Agreement and the New Advisory Agreement, as described below.
Income Incentive Fee
Consistent with the Existing Advisory Agreement,portion of the Incentive Fee based on pre-Incentive Fee net income under the New Advisory Agreement will be determinedcalculated and paidpayable quarterly in arrears commencing with the first calendar quarter following an Exchange Listing, and will equal 100% of the pre-Incentive Fee net investment income in excess of a 1.5% quarterly “hurdle rate”rate,” until the Adviser has received 17.5% of the total pre-Incentive Fee net investment income for that calendar quarter and, for pre-Incentive Fee net investment income in excess of 1.82% quarterly, 17.5% of all remaining pre-Incentive Fee net investment income for that calendar quarter. The 100% “catch-up” provision for pre-Incentive Fee net investment income in excess of the 1.5% “hurdle rate” is intended to provide the Adviser with an Incentive Fee of 17.5% on all pre-Incentive Fee net investment income when that amount equals 1.82% in a calendar quarter (7.27% annualized), which, in each case, is the rate at which catch-up is achieved. Once the “hurdle rate” is reached and catch-up is achieved, 17.5% of any pre-Incentive Fee net investment income in excess of 1.82% in any calendar quarter is payable to the Adviser.
For purposes of the New Advisory Agreement, pre-IncentivePre-Incentive Fee net investment income means dividends (including reinvested dividends), interest and fee income accrued by usthe Company during the calendar quarter, minus operating expenses for the calendar quarter (including the Management Fee, expenses payable under the New Administration Agreement as discussed below,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 (“PIK”) and zero coupon securities), accrued income that we may not have received in cash. The Adviser is not obligated to return the Incentive Fee it

20
TABLE OF CONTENTS

receives on PIK interest that is later determined to be uncollectible in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

24
​

To determine whether pre-Incentive Fee net investment income exceeds the hurdle rate, pre-Incentive Fee net investment income is expressed as a rate of return on the value of ourthe Company’s net assets at the end of the immediately preceding calendar quarter commencing with the first calendar quarter following an Exchange Listing. Because of the structure of the Incentive Fee, it is possible that wethe Company may pay an Incentive Fee in a calendar quarter in which we incurthe Company incurs a loss. For example, if we receivethe Company receives pre-Incentive Fee net investment income in excess of the quarterly hurdle rate, wethe Company will pay the applicable Incentive Fee even if we haveit has incurred a loss in that calendar quarter due to realized and unrealized capital losses. In addition, because the quarterly hurdle rate is calculated based on ourthe Company’s net assets, decreases in ourthe Company’s net assets due to realized or unrealized capital losses in any given calendar quarter may increase the likelihood that the hurdle rate is reached and therefore the likelihood of us payingthat the Company will pay an Incentive Fee for that calendar quarter. OurThe Company’s net investment income used to calculate this component of the Incentive Fee is also included in the amount of ourthe Company’s gross assets used to calculate the Management Fee because gross assets are total assets (including cash received) before deducting liabilities (such as declared dividend payments).
The following is a graphical representationrepresentations of the calculation of the income-related portion of the Incentive Fee:
Quarterly Subordinated Incentive Fee on
Pre-Incentive Fee Net Investment Income
Subsequent to an Exchange Listing
(expressed as a percentage of the value of net assets)
[MISSING IMAGE: tm213028d1-fc_quarterlybw.jpg][MISSING IMAGE: tm2121335d1-tbl_subsbw.jpg]
Capital GainsPercentage of Pre-Incentive Fee Net Investment Income
Allocated to Quarterly Incentive Fee
The second component of the Incentive Fee, the Capital“Capital Gains Incentive Fee, will be determined and” payable in arrears at the end of each calendar year (or upon termination of the New Advisory Agreement). Under the terms of the New Advisory Agreement, the Capital Gains Incentive Fee will be equal,in arrears, equals, subsequent to an Exchange Listing, if any, to 17.5% of cumulative realized capital gains from the date on which the Exchange Listing, Dateif any, becomes effective (the “Listing Date”) to the end of each calendar year, less cumulative realized capital losses and unrealized capital depreciation from the Listing Date to the end of each calendar year. Each year, the fee paid for the Capital Gains Incentive Fee is net of the aggregate amount of any previously paid Capital Gains Incentive Fee for prior periods. WeThe Company will accrue, but will not pay, a Capital Gains Incentive Fee with respect to unrealized appreciation because a Capital Gains Incentive Fee would be owed to the Adviser if wethe Company were to sell the relevant investment and realize a capital gain. The fees that are payable under the Investment Advisory Agreement for any partial period will be appropriately prorated. For the sole purpose of calculating the Capital Gains Incentive Fee, the cost basis as of the Listing Date for all of ourthe Company’s investments made prior to the Listing Date will be equal to the fair market value of such investments as of the last day of the calendar quarter in which the Listing Date occurred;occurs; provided, however, that in no event will the Capital Gains Incentive Fee payable pursuant to the NewInvestment Advisory Agreement be in excess of the amount permitted by the Investment Advisers Act of 1940, as amended, including Section 205 thereof.
The fees that are payable under the New Advisory Agreement for any partial period will be appropriately prorated.
Indemnification
Just as with the Existing Advisory Agreement, the AdviserCertain Relationships 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, will not be liable to us 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 the New Advisory Agreement or otherwise as our investment adviser (except to the extent specified in Section 36(b) of the

21
TABLE OF CONTENTS

1940 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).
We will indemnify 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 (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 us or our security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under the New Advisory Agreement or otherwise as our investment adviser. However, the Indemnified Parties will not be entitled to indemnification in respect of, any liability to us or Shareholders 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 the New Advisory Agreement.
Duration and Termination of New Advisory AgreementRelated Party Transactions
The New Advisory Agreement will remain in effect for two years afterCompany has entered into both the date it is signed. Thereafter, it will continue to renew automatically for successive annual periods unless earlier terminated and so long as such continuance is specifically approved at least annually by: (i) the vote of the Board, or by the vote of Shareholders holding a majority of the outstanding voting securities of the Company; and (ii) the vote of a majority of the Independent Directors, in either case, in accordance with the requirements of the 1940 Act. The New Advisory Agreement may be terminated at any time, without the payment of any penalty, upon sixty (60) days’ written notice, by: (a) by vote of a majority of the Board or by vote of a majority of the outstanding voting securities of the Company (as defined in the 1940 Act); or (b) the Adviser. Furthermore, the New Advisory Agreement will automatically terminate in the event of its “assignment” ​(as such term is defined for purposes of Section 15(a)(4) of the 1940 Act).
Notwithstanding the termination or expiration of the New Advisory Agreement, the Adviser will be entitled to any amounts owed as payment of the Management Fees and the Incentive Fees through the date of termination or expiration.
Board Approval of the New Advisory Agreement
At the telephonic meeting of the Board held on December 17, 2020, the Board, including all of the Independent Directors, unanimously approved the New Advisory Agreement, which agreement would become effective only upon consummation of the Transaction and the resulting Adviser Change in Control. The Board, including the Independent Directors, met with the Company’s officers several times in connection with their review of the NewInvestment Advisory Agreement and the Adviser Change in Control. The Board, includingAdministration Agreement with the Independent Directors, also met with representatives of Dyal in connection with their review ofAdviser. Pursuant to the New Advisory Agreement and the Adviser Change in Control. In reaching its decision to approve the NewInvestment Advisory Agreement, the Board, including all of the Independent Directors, reviewed a significant amount of information, which had been furnished byCompany will pay the Adviser at the request of the Board. In reaching a decision to approve the New Advisory Agreement, the Board considered, among other things:
•
the nature, qualitybase management fee and extent of the advisory and other services to be provided to us by the Adviser;
​
•
comparative data with respect to advisory fees or similar expenses paid by other BDCs, which could include employees of the Adviser or its affiliates;
​
•
our projected operating expenses and expense ratio compared to other BDCs with similar investment objectives;
​
•
any existing and potential sources of indirect income to the Adviser from its relationship with us and the profitability of that relationship;
​
•
information about the services to be performed and the personnel performing such services under the Investment Advisory Agreement;
​

22
TABLE OF CONTENTS

•
the organizational capability and financial condition of the Adviser and its affiliates; and
​
•
the possibility of obtaining similar services from other third-party service providers or through an internally managed structure.
​
In particular, in connection with the Transaction and the resulting Adviser Change in Control, the Board believes that the Company and its Shareholders will benefit from access to Dyal’s greater scale and resources, while maintaining continuity in the Adviser’s investment advisory personnel.
Nature, Extent and Quality of Services to be Provided
The Board considered the Adviser’s expected responsibilities under the New Advisory Agreement, which are not expected to change as compared to its current involvement in all aspects of the day-to-day investment management of the Company. In considering the nature, extent and quality of the investment advisory services provided by the Adviser, the Board noted that it had previously reviewed the written responses of the Adviser to inquiries from counsel on behalf of the Board, which included, among other things, information about the background and experience of its management, investment professionals and membersincentive fee. See “Corporate Governance — Compensation of the Investment Committee. The Board also considered information regardingAdviser” for a description of how the past year’s performance of the Adviser as indicative of the quality of investment management services expected to be provided in the future to the Company.
The Board discussed the Adviser’s approach to the investment process, including its focus on debt and equity investments in U.S. middle-market companies, including senior secured or unsecured loans, subordinated loans or mezzanine loans and, to a lesser extent, equity and equity-related securities including warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity. In connection with the investment advisory services provided, the Board considered the additional transaction sourcing opportunities that the Adviser and the Investment Committee are expected to have available through Dyal, including an increased pipeline of deal opportunities, the enhanced resources available for the Company’s investment activity, and increased opportunities for the Adviser to utilize its resources and relationships with the sponsor community and services providers. The Board also considered other investment management services to be provided to the Company, such as the provision of managerial assistance to portfolio companies and monitoring adherence to the Company’s restrictions under the 1940 Act. Based on the factors above, as well as those discussed below, the Board concluded that it was satisfied with the nature, extent and quality of the services to be provided to the Company by the Adviser.
Expected Costs of Services Provided and Economies of Scale; Anticipated Profitability
As noted above, the terms of the New Advisory Agreement are identical to the terms of the Existing Advisory Agreement. The Board considered the costs the Company is expected to incur after entry into the New Advisory Agreement based on information provided by the Adviser. The Board focused on the various asset-to-expense ratios of the Company under the Existing Advisory Agreement and the benchmark thereof against a peer group of BDCs. The Board noted that the Company’s asset-to-expense ratios under its Existing Advisory Agreement were below the average of the peer group.
The Board considered the potential for, and sharing of, economies of scale as the Company grows in size and considered that the investment objectives and strategies of the Company were not expected to change as a result of the Adviser Change in Control. The Board considered the directly originated nature of the Company’s investment portfolio and resources dedicated by the Adviser thereto, including that the private debt business is one of the least scalable businesses because it requires additional resources as it grows. Accordingly, the Board concluded that although the Adviser Change in Control could lead to economies of scale in the future, it would likely not result in immediate economies of scale previously unavailable to the Company. Therefore, potential economies of scale were determined not to be a significant consideration for the Board in approving the New Advisory Agreement, and the Board determined that the advisory fee structure with respect to the New Advisory Agreement as proposed was reasonable and that no changes were currently necessary to reflect economies of scale.
The Board also reviewed information from the Adviser regarding the anticipated profitability to the Adviser from its relationship with the Company, noting that it is difficult to predict with any degree of

23
TABLE OF CONTENTS

certainty the Adviser’s profitability after the Adviser Change in Control. However, given that the fee structure, services and costs of personnel under the New Advisory Agreement is identical to that under the Existing Advisory Agreement, the Board determined that, based on information available to the Board related to the Existing Advisory Agreement, the Adviser’s profitability with respect to managing the Company should not be unreasonable in relation to the nature, extent and quality of the services to be provided. The Board also took into account the fact that the Adviser will provide certain administrative services to the Company, pursuant to the New Administration Agreement, and that the Company would reimburse the Adviser at cost for the allocable portion of overhead and other expenses incurred by the Adviser in performing its obligations under the New Administration Agreement. Based on its review and evaluation of the information provided, the Board concluded, within the context of its overall determinations regarding the New Advisory Agreement, that the Adviser’s expected profitability supported the Board’s decision to approve the New Advisory Agreement.
Investment Performance
The Board reviewed the investment performance of the Company since its commencement of operations and compared the performance of the Company with the performance of comparable BDCs. The Board determined that the Adviser was delivering results consistent with the investment objective of the Company and that the Company’s investment performance was favorable, relative to comparable BDCs. The Board considered that, following the completion of the Transaction and the resulting Adviser Change in Control, no changes are expected to the day-to-day management of the Adviser, key senior management of the Adviser will continue to operate in the same professional capacity, and the composition of the Investment Committee is not expected to change. Further, the Board considered the additional transaction sourcing opportunities that the Adviser and the Investment Committee are expected to have available through Dyal following the Transaction and the resulting Adviser Change in Control, including an increased pipeline of deal opportunities, the enhanced resources available for the Company’s investment activity, and increased opportunities for the Adviser to utilize its resources and relationships with the sponsor community and services providers. Accordingly, in light of such findings and the performance history of the Company, the Board determined that the investment performance of the Company was likely to remain consistent under the New Advisory Agreement.
Comparison of Management Fee and Expense Ratio to Other Business Development Companies
The Board reviewed and considered comparative data with respect to the expense ratios and the amount and structure of the expenses paid by the Company’s peer group. As a general matter, the Board noted that the proposed fee structure under the New Advisory Agreement was generally consistent with the fee structure used by peer BDC firms under their respective investment management agreements. See “Proposal 1: Approval of the New Advisory Agreement — Incentive Fee” for more information.
The Board compared the services to be rendered and fees to be charged under the New Advisory Agreement with those services rendered and fees charged to the Adviser’s other clients.
Based on the information reviewed and the considerations detailed above, the Board, including the Independent Directors, concluded that the fee and expense structure is fair and reasonable in relation to the services to be provided under the New Advisory Agreement.
Experience of Management Team
The Board discussed the experience of the members of the management team that serve on the Investment Committee. The Board observed that each such member of the Investment Committee had substantial significant investment experience and each had a skill set that enhanced the investment decision making process for the Adviser. The Board noted that they were already well aware of the substantial capabilities of the Investment Committee members and felt that the continued membership of the Investment Committee will provide support and stability to the investment making process, which they expected to be beneficial for Shareholders.

24
TABLE OF CONTENTS

Interests of Certain Persons Related to the Company
Shareholders should be aware that the Company’s interested directors, Douglas I. Ostrover, Craig W. Packer and Alan J. Kirshenbaum, may have interests that are different from, or in addition to, those of Shareholders generally.
Messrs. Packer and Kirshenbaum currently serve as the executive officers of the Company, but are also employed by, and serve as officers of, the Adviser. In addition, Messrs. Ostrover and Packer each also serve as members of the Investment Committee. Members of the Investment Committee, through their financial interests in the Adviser, are entitled to a portion of the profits earned by the Adviser, which includes any fees payable to the Adviser underwill be determined. Pursuant to the terms ofAdministration Agreement, the Existing Advisory Agreement, less expenses incurred byCompany will reimburse the Adviser in performing itsfor expenses necessary to perform services under the Existing Advisory Agreement. Further, Messrs. Ostrover, Packer and Kirshenbaum, as Owl Rock Principals, have an interest in the Transaction closing. As a result, Messrs. Ostrover, Packer and Kirshenbaum have an interest in the Company continuing to retain the Adviser under the New Advisory Agreement.
The Board, including the non-interested directors, was aware of these interests and considered them, among other matters, in approving the New Advisory Agreement, and in making its recommendation that Shareholders vote “FOR” the New Advisory Agreement.
Other Benefits
The Board considered certain indirect benefits that currently are received by the Adviser, and that may be received by Dyal, including reimbursementsrelated to the Adviser of allocable expenses under the New Administration Agreement. The Board also considered indirect benefits to the Adviser, DyalCompany’s administration and their affiliates expected to be derived from their relationships with the Company as a result of the Transaction and the resulting Adviser Change in Control and noted that no additional benefits were reported byoperations. In addition, the Adviser or Dyal.
The Board concluded that the proposed advisory fees are reasonable, taking into consideration these other indirect benefits.
Conclusion
No single factor was determinative of the decision of the Board, including all of the Independent Directors, to approve the New Advisory Agreementits affiliates may engage in certain origination activities and individual directors may have weighed certain factors differently. Following this process, the Board, including all of the Independent Directors, unanimously voted to approve the New Advisory Agreement subject to Shareholder approval.
Required Vote
Approval of the New Advisory Agreement requires the affirmative vote of holders of a “majority of the outstanding voting securities” as defined in the 1940 Act, of the outstanding shares of Common Stock of the Company. Under the 1940 Act, the vote of holders of a “majority of the outstanding voting securities” means the vote of the holders of the lesser of (a) 67%receive attendant arrangement, structuring or more of the voting securities present or represented by proxy at the Special Meeting if the holders of more than 50% of the voting securities are present or represented by proxy or (b) more than 50% of the outstanding voting securities. Abstentions and broker non-votes, if any, will have the same effect as a vote “AGAINST” Proposal 1.
The Board unanimously recommends that you vote “FOR” the New Advisory Agreement.similar fees.
 
25
TABLE OF CONTENTS​
 
PROPOSAL 2: ADJOURNMENT OF THE SPECIAL MEETING
We are asking you to approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the timeThe Company’s executive officers, certain of the Special MeetingCompany’s directors and certain other finance professionals of Blue Owl also serve as executives of the Owl Rock Advisers and officers and directors of the Company and certain professionals of Blue Owl and the Adviser are officers of Blue Owl Securities LLC. In addition, the Company’s executive officers and directors and the members of the Adviser and members of the Investment Committee serve or may serve as officers, directors or principals of entities that operate in the same, or a related, line of business as the Company does including serving on their respective investment committees and/or on the investment committees of investments funds, accounts or other investment vehicles managed by the Company’s affiliates. These investment funds, accounts or other investment vehicles may have investment objectives similar to approve the NewCompany’s investment objectives.
At times, the Company may compete with other entities managed by the Adviser as well as entities managed by the other Owl Rock Advisers and affiliates of Blue Owl, including the other Owl Rock BDCs and funds managed by the Adviser or its affiliates comprising Owl Rock (together with the Company, the “Owl Rock Clients”) and the private funds managed by Dyal, a division of Blue Owl (the “Dyal Clients,” and together with the Owl Rock Clients, the “Blue Owl Clients”), for capital and investment opportunities. As a result, the Company may not be given the opportunity to participate or participate fully in certain investments made by the Blue Owl Clients. This can create a potential conflict when allocating investment opportunities among the Company and such other Blue Owl Clients. An investment opportunity that is suitable for multiple clients of the Adviser and its affiliates may not be capable of being shared among some or all of such clients and affiliates due to the limited scale of the opportunity or other factors, including regulatory restrictions imposed by the 1940 Act. However, in order for the Adviser and its affiliates to fulfill their fiduciary duties to each of their clients, the Owl Rock Advisers have put in place an investment allocation policy that seeks to ensure the fair and equitable allocation of investment opportunities over time between the Owl Rock Clients and other funds managed by the Adviser and its affiliates and addresses the co-investment restrictions set forth under the 1940 Act.
Allocation of Investment Opportunities
The Owl Rock Advisers intend to allocate investment opportunities in a manner that is fair and equitable over time and is consistent with its investment allocation policy, so that no client of the Adviser or its affiliates is disadvantaged in relation to any other client of the Adviser or its affiliates, taking into account such factors as the relative amounts of capital available for new investments, cash on hand, existing commitments and reserves, the investment programs and portfolio positions of the participating investment accounts, the clients for which participation is appropriate, targeted leverage level, targeted asset mix and any other factors deemed appropriate. The Owl Rock Advisers intend to allocate common expenses among the Company and other clients of the Adviser and its affiliates in a manner that is fair and equitable over time or in such other manner as may be required by applicable law or the Investment Advisory Agreement. If Shareholders approve the Adjournment Proposal, we could adjourn the Special MeetingFees and any subsequent, adjourned meeting of Shareholders and use the additional time to solicit required proxies, including proxies from Shareholders who previously may have returned properly executed proxies voting against the New Advisory Agreement Proposal. Among other things, approval of the Adjournment Proposal could mean that, even if we receive proxies,expenses generated in connection with potential portfolio investments that are not consummated will be allocated in a manner that is fair and equitable over time and in accordance with policies adopted by the Special Meeting,Owl Rock Advisers and the Investment Advisory Agreement.
The Owl Rock Advisers have put in place an investment allocation policy that representseeks to ensure the equitable allocation of investment opportunities over time between the Owl Rock Clients and other funds managed by the Adviser and its affiliates and addresses the co-investment restrictions set forth under the 1940 Act. When the Company engages in co-investments as permitted by the exemptive relief described below, the Company will do so in a sufficient numbermanner consistent with the Owl Rock Advisers’ investment allocation policy.
In situations where co-investment with other entities managed by the Adviser or its affiliates is not permitted or appropriate, such as when there is an opportunity to invest in different securities of votes against the New Advisory Agreement Proposal that it would be rejected, we could adjournsame issuer, a committee comprised of certain executive officers of the Special Meeting without a voteOwl Rock Advisers (including executive officers of the Adviser) along with other officers and employees, will need to decide whether the Company or such other entity or entities will proceed with the investment. The allocation committee will make these determinations based on the New Advisory Agreement ProposalOwl Rock Advisers’ allocation policy, which generally requires that such opportunities be offered to eligible accounts in a manner that will be fair and seek to convinceequitable over time.
As a result of exemptive relief, there could be significant overlap in the Shareholders who provided such proxies to change their votes to votes in favorCompany’s investment portfolio and the investment portfolio of other funds managed by Owl Rock that could avail themselves of the New Advisory Agreement Proposal. Additionally,exemptive relief and that have an investment objective similar to the Chairman of the Special Meeting may adjourn the Special Meeting in his or her discretion under the terms of our bylaws.
Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of shares of Common Stock present virtually or represented by proxy and entitled to vote on the matter. Abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal and broker non-votes, if any, will have no effect on the vote for the Adjournment Proposal.
The Board unanimously recommends that you vote “FOR” the Adjournment Proposal.Company’s.
 
26
TABLE​

The Owl Rock Advisers’ investment allocation policy is designed to manage the potential conflicts of interest between the Adviser’s fiduciary obligations to the Company and its or its affiliates’ similar fiduciary obligations to other clients, including the Owl Rock Clients, however, there can be no assurance that the Owl Rock Advisers’ efforts to allocate any particular investment opportunity fairly among all clients for whom such opportunity is appropriate will result in an allocation of all or part of such opportunity to the Company. Not all conflicts of interest can be expected to be resolved in the Company’s favor.
The allocation of investment opportunities among the Company and any of the other investment funds sponsored or accounts managed by the Adviser or its affiliates may not always, and often will not, be proportional. In general, pursuant to the Owl Rock Advisers’ investment allocation policy, the process for making an allocation determination includes an assessment as to whether a particular investment opportunity (including any follow-on investment in, or disposition from, an existing portfolio company held by the Company or another investment fund or account) is suitable for the Company or another investment fund or account including the Owl Rock Clients. In making this assessment, the Owl Rock Advisers may consider a variety of factors, including, without limitation: the investment objectives, guidelines and strategies applicable to the investment fund or account; the nature of the investment, including its risk-return profile and expected holding period; portfolio diversification and concentration concerns; the liquidity needs of the investment fund or account; the ability of the investment fund or account to accommodate structural, timing and other aspects of the investment process; the life cycle of the investment fund or account; legal, tax and regulatory requirements and restrictions, including, as applicable, compliance with the 1940 Act (including requirements and restrictions pertaining to co-investment opportunities discussed below); compliance with existing agreements of the investment fund or account; the available capital of the investment fund or account; diversification requirements for BDCs or regulated investment companies; the gross asset value and net asset value of the investment fund or account; the current and targeted leverage levels for the investment fund or account; and portfolio construction considerations. The relevance of each of these criteria will vary from investment opportunity to investment opportunity. In circumstances where the investment objectives of multiple investment funds or accounts regularly overlap, while the specific facts and circumstances of each allocation decision will be determinative, the Owl Rock Advisers may afford prior decisions precedential value.
Pursuant to the Owl Rock Advisers’ investment allocation policy, if through the foregoing analysis, it is determined that an investment opportunity is appropriate for multiple investment funds or accounts, the Owl Rock Advisers generally will determine the appropriate size of the opportunity for each such investment fund or account. If an investment opportunity falls within the mandate of two or more investment funds or accounts, and there are no restrictions on such funds or accounts investing with each other, then each investment fund or account will receive the amount of the investment that it is seeking, as determined based on the criteria set forth above.
Certain allocations may be more advantageous to the Company relative to one or all of the other investment funds, or vice versa. While the Owl Rock Advisers will seek to allocate investment opportunities in a way that it believes in good faith is fair and equitable over time, there can be no assurance that the Company’s actual allocation of an investment opportunity, if any, or terms on which the allocation is made, will be as favorable as they would be if the conflicts of interest to which the Adviser may be subject did not exist.
Co-Investment Opportunities
As a BDC, the Company is subject to certain regulatory restrictions in negotiating certain investments with entities with which the Company may be restricted from doing so under the 1940 Act, such as the Adviser and its affiliates, unless it obtains an exemptive order from the SEC.
The Company relies on exemptive relief that has been granted by the SEC to Owl Rock and certain of its affiliates to co-invest with other funds managed by the Adviser or its affiliates in a manner consistent with the Company’s investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to such exemptive relief, the Company generally is permitted to co-invest with certain of its affiliates if a “required majority” ​(as defined in Section 57(o) of the 1940 Act) of the Independent Directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transaction, including the consideration to be paid, are

27
​

reasonable and fair to the Company and its shareholders and do not involve overreaching of the Company or its shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of the Company’s shareholders and is consistent with the Company’s investment objective and strategies, (3) the investment by the Company’s affiliates would not disadvantage the Company, and the Company’s participation would not be on a basis different from or less advantageous than that on which the Company’s affiliates are investing, and (4) the proposed investment by the Company would not benefit the Adviser or its affiliates or any affiliated person of any of them (other than the parties to the transaction), except to the extent permitted by the exemptive relief and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act. The Owl Rock Advisers’ investment allocation policy seeks to ensure equitable allocation of investment opportunities between the Company, and the other funds managed by the Adviser and its affiliates. See “Certain Relationships and Related Party Transactions.”
In addition, pursuant to an exemptive order issued by the SEC on April 8, 2020 and applicable to all BDCs that have co-investment exemptive orders on which they can rely, through December 31, 2020, the Company was permitted, subject to the satisfaction of certain conditions, to complete follow-on investments in its existing portfolio companies with certain private funds managed by the Adviser or its affiliates and covered by the Company’s exemptive relief, even if such private funds had not previously invested in such existing portfolio company. Without this order, private funds would generally not be able to participate in such follow-on investments with the Company unless the private funds had previously acquired securities of the portfolio company in a co-investment transaction with the Company. Although the conditional exemptive order has expired, the SEC’s Division of Investment Management has indicated that until March 31, 2022, it will not recommend enforcement action, to the extent that any BDC with an existing co-investment order continues to engage in certain transactions described in the conditional exemptive order, pursuant to the same terms and conditions described therein.
Review, Approval or Ratification of Transactions with Related Persons
The Audit Committee is required to review and approve any transactions with related persons (as such term is defined in Item 404 of Regulation S-K).
License Agreement
The Company has entered into a license agreement (the “License Agreement”), pursuant to which an affiliate of Owl Rock Capital Partners has granted the Company a non-exclusive license to use the name “Owl Rock.” Under the License Agreement, the Company has a right to use the Owl Rock name for so long as the Adviser or one of its affiliates remains the Company’s investment adviser. Other than with respect to this limited license, the Company has no legal right to the “Owl Rock” name or logo.
Material Non-Public Information
The Company’s senior management, members of the Investment Committee and other investment professionals from the Adviser may serve as directors of, or in a similar capacity with, companies in which the Company invests or in which the Company is considering making an investment. Through these and other relationships with a company, these individuals may obtain material non-public information that might restrict the Company’s ability to buy or sell the securities of such company under the policies of the company or applicable law.
Required Vote
The affirmative vote of the majority of votes cast on the proposal will determine the outcome of the proposal. For the proposal, “abstain” votes and broker non-votes, if any, will count as shares represented at the meeting for purpose of establishing a quorum but will have no effect on the outcome of the vote.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF CONTENTSTHE DIRECTOR NOMINEES.

28
​

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
KPMG LLP, New York, New York, has been appointed by the Board to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. KPMG LLP acted as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2020. The Company knows of no direct financial or material indirect financial interest of KPMG LLP in the Company. A representative of KPMG LLP will be available to answer questions during the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so.
Although action by the shareholders on this matter is not required, the Audit Committee and the Board believe it is appropriate to seek shareholder ratification of this selection in light of the role played by the independent registered public accounting firm in reporting on the Company’s consolidated financial statements. If a quorum is present at the Annual Meeting and the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2021 is not ratified by the shareholders, the adverse vote will be considered by the Audit Committee in determining whether to appoint KPMG LLP as the Company’s independent registered public accounting firm for the succeeding fiscal year.
Fees
Set forth in the table below are audit fees, audit-related fees, tax fees and all other fees billed to the Company by KPMG LLP for professional services performed for the fiscal year ended December 31, 2020:
​​​
For the Fiscal Year ended
December 31, 2020(1)
​
Audit Fees​​​$318,000​​
Audit-Related Fees(2)
​​​​—​​
Tax Fees​​​​—​​
All Other Fees(3)
​​​​—​​
Total Fees​​​$318,000​​
​
(1)
Reflects the period from January 27, 2020 (inception) through December 31, 2020.
​
(2)
“Audit-Related Fees” are those fees billed to the Company by KPMG LLP for services provided by KPMG LLP.
​
(3)
“All Other Fees” are those fees, if any, billed to the Company by KPMG LLP in connection with permitted non-audit services.
​
Pre-Approval Policies and Procedures
The Audit Committee has established a pre-approval policy that describes the permitted audit, audit-related, tax and other services to be provided by KPMG LLP, the Company’s independent registered public accounting firm. The policy requires that the Audit Committee pre-approve the audit and non-audit services performed by the independent auditor in order to assure that the provision of such service does not impair the auditor’s independence.
Any requests for audit, audit-related, tax and other services that have not received general pre-approval must be submitted to the Audit Committee for specific pre-approval, irrespective of the amount, and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings of the Audit Committee. The Audit Committee does not delegate its responsibilities to pre-approve services performed by the independent registered public accounting firm to management.
Audit Committee Report
As part of its oversight of the Company’s financial statements, the Audit Committee reviewed and discussed with both management and KPMG LLP, the Company’s independent registered public accounting

29
​

firm, the Company’s consolidated financial statements as of and for the year ended December 31, 2020, as filed with the SEC as part of the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2020. Management advised the Audit Committee that all financial statements were prepared in accordance with U.S. generally accepted accounting principles, and reviewed significant accounting issues with the Audit Committee. The Audit Committee also discussed with KPMG LLP the matters required to be discussed by Public Company Accounting Oversight Board Auditing Standard No. 16, Communications with Audit Committees, as amended, and by the Auditing Standards Board of the American Institute of Certified Public Accountants.
The Audit Committee has established a pre-approval policy that describes the permitted audit, audit-related, tax and other services to be provided by KPMG LLP. Pursuant to the policy, the Audit Committee pre-approves the audit and non-audit services performed by KPMG LLP in order to assure that the provision of such services does not impair the firm’s independence.
Any requests for audit, audit-related, tax and other services that have not received general pre-approval must be submitted to the Audit Committee for specific pre-approval in accordance with its pre-approval policy, irrespective of the amount, and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings of the Audit Committee. However, the Audit Committee may delegate pre-approval authority to one or more of its members. The member or members to whom such authority is delegated must report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate its responsibilities to pre-approve services performed by KPMG LLP to management.
The Audit Committee received and reviewed the written disclosures and the letter from KPMG LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding KPMG LLP’s communications with the Audit Committee concerning independence, and has discussed with KPMG LLP its independence. The Audit Committee has reviewed the audit fees paid by the Company to KPMG LLP. It also has reviewed non-audit services and fees to assure compliance with the Company’s and the Audit Committee’s policies restricting KPMG LLP from performing services that might impair its independence.
Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements of the Company as of and for the year ended December 31, 2020 be included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2020 for filing with the SEC. The Audit Committee also recommended the appointment of KPMG LLP to serve as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2021.
Audit Committee Members:
Christopher M. Temple, Chairman
Edward D’Alelio
Eric Kaye
Brian Finn
Melissa Weiler
The material in this Audit Committee report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
Required Vote
The affirmative vote of the majority of votes cast on the proposal will determine the outcome of the proposal. For the proposal, “abstain” votes and broker non-votes, if any, will count as shares represented at the meeting for purpose of establishing a quorum but will have no effect on the outcome of the vote.

30
​

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021.

31
​
 
OTHER MATTERS TO COME BEFORE THE ANNUAL MEETING
The Board is not aware of any matters that will be presented for action at the Annual Meeting other than the matters set forth herein. Should any other matters requiring a vote of shareholders arise, it is intended that the proxies that do not contain specific instructions to the contrary will be voted in accordance with the judgment of the persons named in the enclosed form of proxy.
SUBMISSION OF SHAREHOLDER PROPOSALS
ShareholderInclusion of Proposals in Our Proxy Statement and Proxy Card Under the SEC’s Rules
Any proposal of a shareholder intended to be included in our proxy statement and form of proxy/​voting instruction card for the 20212022 annual meeting of shareholders pursuant to Rule 14a-8 of the SEC’s rules must be received by us within a reasonable timeon or before we begin to print and send our proxy materials for our 2021 annual meeting.March 11, 2022. Such proposals must also comply with the requirements as to form and substance established by the SEC if such proposals are to be included in the proxy statement and form of proxy. All proposals should be addressed to the Neena Reddy, Secretary, Owl Rock Capital Corporation III, 399 Park Avenue, 38th Floor, New York, New York 10022.
Shareholder proposals or director nominations to be presented at the 20212022 annual meeting of shareholders, other than shareholder proposals submitted pursuant to the SEC’s Rule 14a-8, must be submitted in accordance with the advance notice procedures and other requirements set forth in our bylaws. These requirements are separate from the requirements discussed above to have the shareholder nomination or other proposal included in our proxy statement and form of proxy/voting instruction card pursuant to the SEC’s rules.
Our bylaws require that athe proposal or recommendation for director nominations must have beenbe delivered to, or mailed and received at, the principal executive offices of the Company not earlier than February 9, 2022, the 150th day prior to the one year anniversary of the date of the Company’s proxy statement for the preceding year’s annual meeting, and not later than March 11, 2022, the 120th day prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting. If the date of the annual meeting has changed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, shareholder proposals or director nominations must be so received not earlier than the 150th day prior to the date of oursuch annual meeting of shareholders and not later than the later of the 120th day prior to the date of such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made.
Other Business
According to our bylaws, no matters may properly be brought before the Special Meeting, except as specified in the Notice of the Special Meeting of Shareholders.
Whether or not you expect to attend the Special Meeting, please complete, date, sign and promptly return the accompanying proxy card so that you may be represented at the Special Meeting.

27
TABLE OF CONTENTS​​​

HOUSEHOLDING OF SPECIAL MEETING MATERIALS
Mailings for multiple Shareholdersshareholders going to a single household are combined by delivering to that address, in a single envelope, a copy of the documents (prospectuses, proxy statements, etc.) or other communications for all Shareholdersshareholders who have consented or are deemed to have consented to receiving such communications in such manner in accordance with the rules promulgated by the SEC. If you do not want to continue to receive combined mailings of Company communications and would prefer to receive separate mailings of Company communications, please contact Neena Reddy by telephone at (212) 419-3000 or by mail to Owl Rock Capital Corporation III, 399 Park Avenue, 38th Floor, New York, New York 10022.
AVAILABLE INFORMATION
Copies of the Company’s Registration Statementannual reports on Form 10,10-K, Quarterly Report(s)Reports on Form 10-Q and Current Reports on Form 8-K are available at Owl Rock’sthe Company’s website at www.owlrock.com(www.owlrockbdcs.com) or without charge, upon request. Please contact Investor Relations by telephone at (212) 419-3000651-4705 or mail your request to Owl Rock Capital Corporation III, 399 Park Avenue, 38th Floor, New York, New York 10022.
MISCELLANEOUS
We have supplied all information relating to the Company, Dyal, Neuberger, Altimar and the Adviser, as the case may be, have supplied, and we have not independently verified, all of the information relating to Dyal, Neuberger, Altimar or the Adviser, contained in this Proxy Statement.
You should rely only on the information contained in this Proxy Statement and the appendix to this Proxy Statement. We have not authorized anyone to provide you with information that is different from what is contained in this Proxy Statement. You should not assume that the information contained in this Proxy Statement is accurate as of any date other than the date of this Proxy Statement (or as of an earlier date if so indicated in this Proxy Statement), and the mailing of this Proxy Statement to Shareholders does not create any implication to the contrary. This Proxy Statement does not constitute a solicitation of a proxy in any jurisdiction where, or to or from any person to whom, it is unlawful to make a proxy solicitation.
PLEASE VOTE PROMPTLY BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE ACCOMPANYING POSTAGE PAID RETURN ENVELOPE, OR BY FOLLOWING THE INSTRUCTIONS PRINTED ON THE PROXY CARD, OR BY FOLLOWING THE INSTRUCTIONS PRINTED ON THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS, WHICH PROVIDES INSTRUCTIONS FOR AUTHORIZING A PROXY THROUGH THE INTERNET OR BY TELEPHONE.INTERNET. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
 
2832
TABLE OF CONTENTS​

APPENDIX A
The New Advisory Agreement[MISSING IMAGE: tm2121335d1-px_01proxybw.jpg]
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
BETWEEN
SCAN TOVIEW MATERIALS & VOTE OWL ROCK CAPITAL CORPORATION III 399 PARK AVENUE, 38TH FLOOR NEW YORK, NY 10022 VOTE BY INTERNETBefore The Meeting - Go to www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on August 25, 2021. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.During The Meeting - Go to www.virtualshareholdermeeting.com/ORCCIII2021You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on August 25, 2021. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return before 5:00 p.m. Eastern Time on August 25, 2021 to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D57363-P59651 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLYOWL ROCK CAPITAL CORPORATION IIIOWL ROCK CAPITAL CORPORATION III399 PARK AVENUE, 38TH FLOORNEW YORK, NY 100222. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year endingDecember 31, 2021; and3. To consider and transact such other business as may properly come before the Annual Meeting, and any adjournments or postponements thereof.1. To elect each of Christopher M. Temple and MelissaWeiler to the board of directors of Owl Rock CapitalCorporation III (the "Company") for three-yearterms, each expiring at the 2024 annual meetingof shareholders and until their successors are dulyelected and qualified; and1a. Christopher M. Temple1b. Melissa WeilerPlease sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor,administrator, or other fiduciary, please give full title as such. Joint owners should eachsign personally. All holders must sign. If a corporation or partnership, please sign in fullcorporate or partnership name by authorized officer.! ! !For Against Abstain! ! !The Board of Directors recommends you vote FORthe following:IF THE PROXY IS SIGNED, SUBMITTED, AND NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.The Board of Directors recommends you vote FOR proposals 2 and 3.Nominees:
AND
​
[MISSING IMAGE: tm2121335d1-px_02proxybw.jpg]
YOUR VOTE IS VERY IMPORTANT!Your immediate response will help avoid potential delays and may save the Company significant additional expenses associated with soliciting Shareholder votes.Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com.NOTICE IS HEREBY GIVEN THAT the annual Meeting of Shareholders (the “Annual Meeting”) of OWL ROCK DIVERSIFIED ADVISORS LLC
This Amended and Restated Agreement (the “Agreement”) is made as of June 4[ ], 20202021, by and between Owl Rock Capital CorporationCAPITAL CORPORATION III, a Maryland corporation (the “Company”“Company”), will be held on August 26, 2021 at 10:00 a.m. Eastern Time. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and Owl Rock Diversified Advisors LLC, a Delaware limited liability company (the “Adviser”).
WHEREAS,submit your questions during the Companymeeting by visiting www.virtualshareholdermeeting.com/ORCCIII2021.D57364-P59651OWL ROCK CAPITAL CORPORATION IIIAnnual Meeting of Shareholders August 26, 2021 at 10:00 a.m. Eastern TimeThis proxy is a closed-end management investment company that intendssolicited by the Board of DirectorsThe undersigned shareholder of OWL ROCK CAPITAL CORPORATION III, hereby appoints Alan J. Kirshenbaum and Neena Reddy, and each of them, as proxies for the undersigned with full power of substitution in each of them, to electhas electedattend the Annual Meeting of Shareholders of OWL ROCK CAPITAL CORPORATION III to be treatedheld on August 26, 2021 at 10:00 a.m. Eastern Time, virtually at www.virtualshareholdermeeting.com/ORCCIII2021, and any and all adjournments and postponements thereof, with all power possessed by the undersigned as a business development company (“BDC”) underif personally present and to vote in their discretion on such other matters as may properly come before the Investment Company Actmeeting. The undersigned hereby acknowledges receipt of 1940, as amended (the “Investment Company Act”);
WHEREAS, the Adviser is an investment adviser that is registered underNotice of Annual Meeting of Shareholders, the Investment Advisers Act of 1940, as amended (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,accompanying Proxy Statement and the Adviser desiresAnnual Report on Form 10-K for the year ended 2020 and revokes any proxy heretofore given with respect to be retained to provide such servicesand the Adviser entered into the investment advisory agreement dated June 4, 2020 (the “Original Agreement”); and
WHEREAS, as a resultmeeting.This proxy is solicited on behalf of the changeOWL ROCK CAPITAL CORPORATION III Board of controlDirectors. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting of Shareholders or any adjournments or postponements thereof in accordance with the Adviser 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:
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 supervisionrecommendation of the Board of Directors or, in the absence of such a recommendation, in their discretion, including, but not limited to, matters incident to the conduct of the Company (the “Board”),meeting or a motion to adjourn or postpone the meeting to another time and/or place for the periodpurpose of soliciting additional proxies for any or all of the proposals referenced herein.If you sign, date and upon the terms herein set forth, (x)return this proxy, it will be voted as directed, or if no direction is indicated, will be voted in accordance with the investment objective, policiesBoard of Directors' recommendations.Continued 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 datesigned 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 April 2020, as amended from time to time (the “reverse sidePPM”); (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
​

A-1
TABLE OF CONTENTS

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.
​
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 June 4[      ], 20202021, 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

A-2
TABLE OF CONTENTS

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.
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 0.50% of 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 (2) 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 (2) most recently completed calendar quarters.
​
b)
The Incentive Fee shall consist of two parts, as follows:
​
i)
The Incentive Fee will be calculated and payable quarterly in arrears as set forth below. Prior to an Exchange Listing, if any, the Adviser will not be entitled to an Incentive Fee. Following an Exchange Listing, the Incentive Fee will consist of two parts. The first part of the Incentive Fee will be calculated based on “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
​

A-3
TABLE OF CONTENTS

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 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, commencing with the first calendar quarter following an Exchange Listing, 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 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.”
​
•
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 17.5% of the Company’s realized capital gains, if any, on a cumulative basis from the date on which the Exchange Listing, if any, 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 Advisers Act, including Section 205 thereof.
​
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

A-4
TABLE OF CONTENTS

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. 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

A-5
TABLE OF CONTENTS

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).
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.]
* * *

A-6
TABLE OF CONTENTS

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date above written.
OWL ROCK CAPITAL CORPORATION III
By:
​
​
Name:   Alan Kirshenbaum
Title:    Chief Operating Officer
OWL ROCK DIVERSIFIED ADVISORS LLC
By:
​
​
Name:   Alan Kirshenbaum
Title:     Chief Operating Officer

A-7
TABLE OF CONTENTS

Annex A
Examples of Quarterly Incentive Fee Calculation
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 = 0.38%
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%)
   = 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-8
TABLE OF CONTENTS

Example 2: Capital Gains Portion of Incentive Fee:
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 Advisers Act, 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-9
TABLE OF CONTENTS

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 $1.4 million cumulative Capital Gains Incentive Fee previously paid = $1.4 million less $1.4 million = $0.00
•
Year 4:
​
Capital Gains Incentive Fee = (17.50% multiplied by ($12 million cumulative realized capital gains)) less $1.4 million cumulative Capital Incentive Gains Fee previously paid = $2.1 million less $1.4 million = $0.7 million
•
Year 5:
​
Capital Gains Incentive Fee = (17.50% multiplied by ($22 million cumulative realized capital gains)) less $2.1 million cumulative Capital Gains Incentive Fee previously paid = $3.9 million less $2.1 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 $3.9 million cumulative Capital Gains Incentive Fee previously paid = $4.6 million less $3.9 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 $4.6 million cumulative Capital Gains Incentive Fee previously paid = $4.6 million less $4.6 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 $4.6 million cumulative Capital Gains Incentive Fee previously paid = $6.0 million less $4.6 million = $1.4 million

A-10