Blue Owl Credit Advisors LLC

Item 5 – Fees and Compensation

Management Fees

•   Blue Owl Private Funds

    The Blue Owl Private Funds generally compensate the Blue Owl Credit PFAs or their affiliates
    for their investment management services through an annual management fee with respect
    to each Investor, payable quarterly in advance. Management fees charged with respect to
    each Investor can be negotiable and typically are equal to a specified percentage per annum,
    as described in the relevant Offering Materials.

    Subject to the relevant Offering Materials, management fees may be offset by the Investors’
    share of any directors’ fees, monitoring fees, commitment fees, transaction fees, closing fees
    and break-up fees received by the Blue Owl Credit PFAs or affiliates with respect to any
    investment made by the Blue Owl Private Fund. However, the Blue Owl Credit PFAs or their
    affiliates are expected to provide a broad range of financial services to Blue Owl Private
    Funds, as well as intermediate structuring vehicles (including wholly owned subsidiaries),
    Portfolio Investments or prospective Portfolio Investments, or third parties (including co-
    investors, tenants, borrowers, or others), for which they will receive fees that are not subject
    to any offset of management fees (“Capital Markets Fees”). For example, the Blue Owl
    Advisers have received in the past, and expect to continue to receive, arranger fees related to
    services provided as lead arranger. Certain affiliates are also expected to receive fees for
    providing capital markets services, insurance brokerage services, acting as special servicer,
    and providing certain title services (together with Capital Markets Fees, “Affiliated Service
    Provider Fees”). In each case, these Affiliated Service Provider Fees will not offset
    management fees, even though they may be borne, directly or indirectly, by the Blue Owl
    Private Funds. Refer to Item 10—Code of Ethics, Participation or Interest in Client
    Transactions and Personal Trading and Item 14—Client Referrals and Other Compensation
    for additional information about these fees and services.

    Where a management fee is subject to offset pursuant to the relevant Blue Owl Private Fund’s
    Offering Materials, the Blue Owl Credit PFAs will typically be paid fees from or with respect
    to co-investors and other owners of an investment. As a result, a Blue Owl Private Fund will
    not benefit from (and the Blue Owl Credit PFAs are expected to retain) the portion of any fee
    related to, among other items: (i) relevant general partner, affiliated partner or similar fee-
    free Investor commitments or (ii) co-investors or potential co-investors (which could include
    co-investment vehicles managed by the Blue Owl Credit PFAs. A Blue Owl Credit PFA’s ability
    to retain such amounts provides it with an incentive to increase the portion of each relevant
    investment held by such persons. Fee offsets are generally performed on a net basis, after
    giving effect to certain taxes and other expenses in connection with the receipt of such fees
    or the provision of related services.

  Management fees are deducted directly from the account of each Blue Owl Private Fund.
  Should a Blue Owl Private Fund liquidate during a quarterly period, any prepaid, unearned
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    management fees will be refunded.

    Each Blue Owl Credit PFA, in its discretion, is permitted to waive, alter or rebate the
    management fee applicable to all or any Investors.

•   SMA Clients

    SMA Client fee schedules can be negotiated and as such will vary based upon a wide variety
    of factors including the type of client mandate, services provided, investment amount and
    other factors as may be agreed with the particular SMA Client.

    Depending on the structure of the SMA Client’s account, management fees can be deducted
    directly from the account or invoiced to the client and may be charged in advance or arrears,
    as agreed to with the SMA Client. SMA Clients initiated or terminated during a calendar
    quarter will be charged a prorated fee for the period (if fees are paid in arrears) or have any
    prepaid, unearned fees refunded (if fees are paid in advance).

    Blue Owl Credit PFAs or their affiliates, are also expected to provide services to SMA Clients
    and receive Affiliated Service Provider Fees that will not offset management fees.

Performance Fees

Refer to Item 6 – Performance-Based Fees and Side-By-Side Management for discussion of
performance-based compensation.

Additional Expenses

The fees described above cover only the Blue Owl Credit PFAs’ investment management services.
The Blue Owl Private Funds and their Investors and the SMA Clients also bear, directly and
indirectly, certain additional expenses, in each case as described in the relevant Offering
Materials.

•   Blue Owl Private Funds

    Each Blue Owl Private Fund typically pays, or reimburses Blue Owl Credit for, operating
    expenses and organizational expenses related to such Blue Owl Private Fund. Expenses
    permitted to be charged to a specific Blue Owl Private Fund are set out in the relevant
    Offering Materials.

    As set forth more fully in relevant Offering materials, operating expenses for a Blue Owl
    Private Fund typically include all fees, costs, expenses and liabilities related to or attributable
    to the operation, administration and liquidation of such Blue Owl Private Fund (or any
    subsidiary thereof), including but not limited to the following:

    fees, costs, expenses, liabilities and obligations relating to the Blue Owl Private Fund
    •
    and/or its activities, business, Portfolio Investments or actual or potential investments,
    including with respect to any person formed to effect the acquisition and/or holding of a
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...

Item 7 – Types of Clients

Each Blue Owl Credit PFA provides investment advisory services to one or more of the following:

   •   Blue Owl Private Funds;
   •   Blue Owl BDCs;
   •   SMA Clients; and
   •   Blue Owl Credit CLO Funds.

In addition to the foregoing, the Blue Owl Private Funds also include one or more “friends and
family” vehicles that have been formed, and may be formed in the future, to facilitate the ability
of a limited number of Investors to obtain exposure to one or more Blue Owl Credit Funds and
other vehicles across Blue Owl Credit’s platform. Such vehicles generally are not expected to
directly bear management fees, carried interest or performance-based compensation but in
some instances indirectly bear their portion of the fees and expenses incurred by the underlying
Blue Owl Credit Funds and other vehicles in which they invest.

SMA Clients currently include institutional investors such as pension plans, non-profit
organizations and financial institutions.

Investors in the Blue Owl Private Funds include, among others:

   •   pension plans (including public and corporate pension plans);
   •   non-profit organizations (including endowments and foundations);
   •   other investment advisers
   •   institutions;
   •   corporations, limited liability companies and / or other business entities;
   •   trusts or estates;
   •   pooled investment vehicles;
   •   employees (both current and former);
   •   high net worth individuals (including family offices);
   •   insurance companies;
   •   sovereign wealth funds; and
   •   unions/Taft-Hartley plans.

The Blue Owl Credit PFAs do not provide investment advisory services to natural person Investors.

Investors are subject to applicable suitability requirements and generally must be “accredited
investors” (as defined in Regulation D under the U.S. Securities Act of 1933, as amended) and,
where applicable, “qualified purchasers” or “knowledgeable employees” (each as defined under
the 1940 Act) as specified in the related Offering Materials.

In addition, Investors must meet certain stated minimum commitments as set out in the Offering
Materials for the relevant Blue Owl Private Fund. These minimum commitments, which can vary
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by Blue Owl Private Fund, can be individually waived, increased or decreased at the Blue Owl
Credit PFAs’ discretion.

The Blue Owl Credit PFAs can enter into side letters or other arrangements with certain Investors,
which can modify or add to any of the terms in the relevant Blue Owl Private Fund’s Offering
Materials, including fee reductions, waivers or sharing arrangements or other modifications.

As a general rule, a minimum account size of $250 million is required for an SMA Client. In certain
circumstances, however, a smaller account size may be agreed upon and will be reflected in the
terms of the applicable Offering Materials.

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