EX-99.D(3) 3 exhibitd3-ocicformnx2.htm EX-D(3) Document
Exhibit d(3)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)
Truist Bank
(Exact name of trustee as specified in its charter)
North Carolina
(Jurisdiction of incorporation if
not a U.S. national bank)
56-0149200
(I.R.S. Employer Identification No.)
223 West Nash Street
Wilson, NC 27893
(Address of principal executive offices)
27893
(Zip Code)
Patrick Giordano
Vice President
223 West Nash Street
Wilson, NC 27893
(904) 463-6762
(Name, address and telephone number of agent for service)
Blue Owl Credit Income Corp. 
f/k/a Owl Rock Core Income Corp.
(Exact name of obligor as specified in its charter)
Maryland85-1187564
(Jurisdiction of incorporation)(I.R.S. Employer Identification No.)
399 Park Avenue
New York, NY 10022
(212) 419-3000
(Address of principal executive offices)
Notes
(Title of the indenture securities)



Item 1.General Information. Furnish the following information as to the trustee:
(a)Name and address of each examining or supervising authority to which it is subject.
 State of North Carolina – Commissioner of Banks
 State of North Carolina
Raleigh, North Carolina
Federal Reserve Bank of Richmond
Post Office Box 27622
Richmond, VA 23261
Federal Deposit Insurance Corporation
Washington, D.C.
(b)Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2.
Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
Based upon an examination of the books and records of the trustee and upon information furnished by the obligor, the obligor is not an affiliate of the trustee.
Items 3-15No responses are included for Items 3-15. Responses to those items are not required because, as provided in General Instruction B, the obligor is not in default on any securities issued under indentures under which Truist Bank is a trustee and Truist Bank is not a foreign trustee.
Item 16.
List of Exhibits.
List below all exhibits filed as a part of this statement of eligibility; exhibits identified in parentheses are filed with the Commission and are incorporated herein by reference as exhibits hereto pursuant to Rule 7a-29 under the Trust Indenture Act of 1939, as amended, and Rule 24 of the Commission’s Rules of Practice.
Exhibit 1.
A copy of the Articles of Incorporation for Truist Bank. (See Exhibit 1 to Form T-1 filed with Registration Statement No. 333-267664).
Exhibit 2.
The authority of Truist Bank to commence business was granted under the Articles of Incorporation for Truist Bank. (See Exhibit 2 to Form T-1 filed with Registration Statement No. 333-267664).
Exhibit 3.
The authorization to exercise corporate trust powers was granted by the State of North Carolina Commissioner of Banks in the Authority to Act as Fiduciary without Bond Certificate. (See Exhibit 3 to Form T-1 filed with Registration Statement No. 333-267664).
Exhibit 4.A copy of the existing By-Laws of Truist Bank. (See Exhibit 4 to Form T-1 filed with Registration Statement No. 333-267664).
Exhibit 5.Not applicable.
Exhibit 6.
The consent of Trustee as required by Section 321(b) of the Trust Indenture Act of 1939. (See Exhibit 4 to Form T-1 filed with Registration Statement No. 333-267664).
Exhibit 7.The Current Report of the Condition of Trustee, published pursuant to law or the requirements of its supervising or examining authority, is attached as Exhibit 7.
Exhibit 8.Not applicable.
Exhibit 9.Not applicable.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, Truist Bank, a banking corporation organized and existing under the laws of the State of North Carolina, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Jacksonville and the State of Florida, on the 21st day of June, 2024.
TRUIST BANK
By: /s/ Patrick Giordano
Name:Patrick Giordano
Title: Vice President
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Exhibit VII
CONSOLIDATED BALANCE SHEETS
TRUIST FINANCIAL CORPORATION AND SUBSIDIARIES
(Dollars in millions, except per share data, shares in thousands)Dec 31, 2023Dec 31, 2022
Assets
Cash and due from banks$5,072 $5,072 
Interest-bearing deposits with banks25,572 16,042 
Securities borrowed or purchased under agreements to resell2,378 3,181 
Trading assets at fair value4,332 4,905 
AFS securities at fair value67,366 71,801 
HTM securities (fair value of $44,630 and $47,791, respectively)54,107 57,713 
LHFS (including $852 and $1,065 at fair value, respectively)1,280 1,444 
Loans and leases (including $15 and $18 at fair value, respectively)312,061 325,991 
ALLL(4,798)(4,798)
Loans and leases, net of ALLL307,263 321,614 
Premises and equipment3,370 3,605 
Goodwill20,901 27,013 
CDI and other intangible assets3,160 3,672 
Loan servicing rights at fair value3,378 3,758 
Other assets (including $1,311 and $1,582 at fair value, respectively)37,170 35,128 
Total assets$535,349 $535,349 
Liabilities
Noninterest-bearing deposits$111,624 $135,742 
Interest-bearing deposits284,241 277,753 
Short-term borrowings (including $1,625 and $1,551 at fair value, respectively)24,828 23,422 
Long-term debt38,918 43,203 
Other liabilities (including $2,597 and $2,971 at fair value, respectively)16,485 14,598 
Total liabilities$476,096 $494,718 
Shareholders’ Equity
Preferred stock6,673 6,673 
Common stock, $5 par value6,669 6,634 
Additional paid-in capital36,177 34,544 
Retained earnings22,088 26,264 
AOCI, net of deferred income taxes(12,506)(13,601)
Noncontrolling interests152 23 
Total shareholders’ equity59,253 60,537 
Total liabilities and shareholders’ equity$535,349 $535,349 
Common shares outstanding1,333,743 1,326,829 
Common shares authorized2,000,000 2,000,000 
Preferred shares outstanding223 223 
Preferred shares authorized5,000 5,000