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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF


THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant ☐

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Definitive Proxy Statement
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oSoliciting Material Pursuant to§240.14a-12 §240.14a-12

Oaktree Specialty Lending Corporation


Oaktree Strategic Income Corporation


(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Oaktree Specialty Lending Corporation


Oaktree Strategic Income Corporation


333 South Grand Avenue, 28th Floor


Los Angeles, CA 90071

Dear Stockholders:

You are cordially invited to attendparticipate in the 2018 Joint AnnualSpecial Meeting of Stockholders (the “Annual“Special Meeting”) of Oaktree Specialty Lending Corporation (formerly known as Fifth Street Finance Corp. through October 17, 2017, “OCSL”(“OCSL”), and Oaktree Strategic Income Corporation (formerly known as Fifth Street Senior Floating Rate Corp. through October 17, 2017, “OCSI”(“OCSI”, and each of OCSL and OCSI, a “Company” and together, the “Companies”) to be held virtually on April 6, 2018,June 28, 2019, at 10:00 a.m., Pacific Time at the following websites:

www.virtualshareholdermeeting.com/ocsl2018,ocsl2019sm for OCSL stockholders and

www.virtualshareholdermeeting.com/ocsi2018,ocsi2019sm for OCSI stockholders.

At the Special Meeting, stockholders of each Company will be asked to approve a new investment advisory agreement for each Company. Additionally, stockholders of OCSL only will be asked to approve the application of the reduced asset coverage requirements in Section 61(a)(2) of the Investment Company Act of 1940, as amended, to OCSL, which would permit OCSL to double the maximum amount of leverage that it is permitted to incur by reducing the asset coverage requirements applicable to OCSL from 200% to 150%. Stockholders of record of OCSL and/or stockholders of record of OCSI at the close of business on February 9, 2018May 6, 2019 are entitled to notice of, and to vote at, the AnnualSpecial Meeting or any adjournment or postponement thereof. Details of the business to be conducted at the AnnualSpecial Meeting are given in the accompanying Notice of Virtual Joint AnnualSpecial Meeting of Stockholders and 2018 joint proxy statement. The proposals are discussed in detail in the joint proxy statement, and each Company’s Annual Report for the fiscal year ended September 30, 2017 arewhich you should read carefully. The joint proxy statement is first being made availablesent to the respective stockholders thereof via the Internet on or about February 9, 2018.May 22, 2019. Your vote is very important to us.

Your Board of Directors unanimously recommends that you vote FOR the election of each of the nominees proposed by your Board of Directors and described in the accompanying joint proxy statement and FOR the proposal to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for your Company for the fiscal year ending September 30, 2018. You can vote for your Board of Directors’ nominees and on the other matters to be voted on at the Annual Meeting by following the instructions on the Notice of Internet Availability of Proxy Materials and voting by Internet or telephone.EACH BOARD OF DIRECTORS, INCLUDING EACH OF THE INDEPENDENT DIRECTORS THEREOF, UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL(S) THAT SUCH COMPANY’S STOCKHOLDERS ARE BEING ASKED TO APPROVE AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT.

It is important that your shares be represented at the AnnualSpecial Meeting.

Please follow the instructions on the Notice of Internet Availability of Proxy Materialsenclosed proxy card and vote via the Internet, by telephone or telephone.by signing, dating and returning the enclosed proxy card. We encourage you to vote via the Internet as it saves us significant time and processing costs. However, the Notice of Internet Availability of Proxy Materials includes instructions on how to request a hard copy of the joint proxy statement and proxy card for the Annual Meeting free of charge, and you may vote your proxy by returning your proxy card to us after you request the hard copy materials. Voting by proxy does not deprive you of your right to participate in the virtual AnnualSpecial Meeting.

No matter how many or few shares in a Company you own, your vote and participation are very important to us.

Sincerely,
Sincerely,
/s/ Edgar Lee
/s/
Edgar Lee
Edgar Lee
OCSL and OCSI Chief Executive Officer

Important Notice Regarding the Availability of Proxy Materials for the Joint AnnualSpecial Meeting of Stockholders to Be Held on April 6, 2018.June 28, 2019.

This 2018 jointThe proxy statement and the OCSL Annual Report on Form10-K for the year ended September 30, 2017 areis also available at https://www.oaktreespecialtylending.com. This 2018 joint proxy statementwww.oaktreestrategicincome.com and the OCSI Annual Report on Form10-K for the year ended September 30, 2017 are also available at https://www.oaktreestrategicincome.com.www.oaktreespecialtylending.com.


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OAKTREE SPECIALTY LENDING CORPORATION


OAKTREE STRATEGIC INCOME CORPORATION


333 South Grand Avenue, 28th Floor

Los Angeles, CA 90071

NOTICE OF VIRTUAL 2018 JOINT ANNUALSPECIAL MEETING OF STOCKHOLDERS

Online Meeting Only – No Physical Meeting Location

OCSL: www.virtualshareholdermeeting.com/ocsl2018ocsl2019sm

OCSI: www.virtualshareholdermeeting.com/ocsi2018ocsi2019sm

April 6, 2018,June 28, 2019, 10:00 a.m., Pacific Time

Dear Stockholders:

The 2018A Joint AnnualSpecial Meeting of Stockholders (the “Annual“Special Meeting”) of Oaktree Specialty Lending Corporation a Delaware corporation (formerly known as Fifth Street Finance Corp. through October 17, 2017, “OCSL”(“OCSL”), and Oaktree Strategic Income Corporation a Delaware corporation (formerly known as Fifth Street Senior Floating Rate Corp. through October 17, 2017, “OCSI”(“OCSI”, and each of OCSL and OCSI, a “Company” and together, the “Companies”), will be conducted onlineheld virtually on April 6, 2018,June 28, 2019, at 10:00 a.m., Pacific Time at the following websites:

www.virtualshareholdermeeting.com/ocsl2018,ocsl2019sm for OCSL stockholders; and

www.virtualshareholdermeeting.com/ocsi2018,ocsi2019sm for OCSI stockholders.

The Board of Directors of each Company has approved and unanimously recommends that stockholders vote FOR a proposal to approve a new investment advisory agreement between the Company and Oaktree Capital Management, L.P. (the “Adviser”), that will replace the current investment advisory agreement with the Adviser and will become effective at the closing of the Merger (defined below). As discussed in more detail in the accompanying proxy statement, Oaktree Capital Group, LLC, a Delaware limited liability company (together with its affiliates, “Oaktree”), the parent company of each Company’s current investment adviser, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Brookfield Asset Management Inc., a corporation incorporated under the laws of the Province of Ontario (together with its affiliates, “Brookfield”), pursuant to which, Brookfield will acquire a majority economic interest in Oaktree (the “Merger”).

The Companies are subject to the Investment Company Act of 1940, as amended (the “1940 Act”), which provides that any investment advisory agreement must terminate automatically upon its “assignment.” As used in the 1940 Act, the term “assignment” includes any transfer of a controlling block of outstanding voting securities of an adviser or the parent company of an adviser. Notwithstanding this definition, a transaction which does not result in a change of actual control or management of an investment adviser is not deemed an “assignment” for purposes of the 1940 Act. Oaktree has informed each Company’s Board of Directors that it does not believe the consummation of the Merger would be deemed an “assignment” of the current investment advisory agreement between each Company and the Adviser (each such agreement, the “Current Investment Advisory Agreement”), although such a determination is inherently uncertain. In accordance with the 1940 Act, however, the Current Investment Advisory Agreement for each Company automatically terminates upon its assignment. To prevent any potential disruption in Oaktree’s ability to provide services to each Company once an assignment is deemed to occur, whether as a result of the Merger or as a result of Brookfield exercising actual control over Oaktree, each Company is seeking stockholder approval of a new investment advisory agreement between each Company and the Adviser, (each such agreement, the “New Investment Advisory Agreement”). All material terms will remain unchanged from the Current Investment Advisory Agreement. If approved, each New Investment Advisory Agreement would become effective at the Closing and would remain effective following the conclusion of the Initial Period. If the Merger does not occur, the Adviser will continue to operate each Company pursuant to the Current Investment Advisory Agreement.

At the AnnualSpecial Meeting, in addition to transacting such other business as may properly come before the meeting and any adjournments and postponements thereof, the respective stockholders of each Company will considerbe asked:

1.to approve the New Investment Advisory Agreement between the Company and the Adviser, that will replace the Current Investment Advisory Agreement with the Adviser and will become effective at the closing of the Merger.

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In addition, the Board of Directors of OCSL has approved and unanimously recommends that the stockholders of OCSL vote FOR a proposal to approve the application of the reduced asset coverage requirements in Section 61(a)(2) of the 1940 Act to OCSL, which would permit OCSL to double the maximum amount of leverage that it is permitted to incur by reducing the asset coverage requirements applicable to OCSL from 200% to 150%. Pursuant to both the Current Investment Advisory Agreement and the New Investment Advisory Agreement, upon the effectiveness of the reduced asset coverage requirements to OCSL, the base management fee payable to the Adviser will be calculated at an annual rate of 1.50% of the value of OCSL’s total gross assets, including any investments made with borrowings, but excluding cash and cash equivalents; provided, however, the base management fee will be calculated at an annual rate of 1.00% of the value of OCSL’s total gross assets, including any investments made with borrowings, but excluding cash and cash equivalents, that exceeds the product of (i) 200% and (ii) OCSL’s net assets. Total base management fees, however, will increase if OCSL incurs additional leverage. For the avoidance of doubt, the 200% will be calculated in accordance with the 1940 Act and the exemptive relief OCSL received with respect to debentures issued by a small business investment company subsidiary.

At a meeting held on February 1, 2019, the following proposalsBoard of Directors of OCSL, including a “required majority” of OCSL’s directors, as defined in Section 57(o) of the 1940 Act, approved the application of the reduced asset coverage requirement in Section 61(a)(2) of the 1940 Act as being in the best interests of OCSL and its stockholders. Therefore, subject to certain additional disclosure requirements and provided such Company:approval is not later rescinded, the reduced asset coverage requirements will apply to OCSL effective as of February 1, 2020 (unless the proposal to approve the application of the reduced asset coverage requirements to OCSL is approved by OCSL’s stockholders at the Special Meeting, in which case the reduced asset coverage requirements will apply, and OCSL can incur additional leverage, effective the first day after such approval). If the proposal is not approved by the OCSL’s stockholders, OCSL currently intends to continue to operate within the 200% asset coverage requirements in accordance with its current investment strategy until February 1, 2020, provided the approval from OCSL’s Board is not rescinded prior thereto.

The electionAt the Special Meeting, stockholders of two directors, each of whomOCSL only will serve until the 2021 Annual Meeting of Stockholders or until his successor is duly elected and qualified; andalso be asked:

2.to approve the application of the reduced asset coverage requirements in Section 61(a)(2) of the 1940 Act, to OCSL, which would permit OCSL to double the maximum amount of leverage that it is permitted to incur by reducing the asset coverage requirements applicable to OCSL from 200% to 150%.

To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for such Company for the fiscal year ending September 30, 2018.

EACH COMPANY’S BOARD OF DIRECTORS, INCLUDING EACH OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE APPLICABLEPROPOSAL(S) THAT SUCH COMPANY’S DIRECTOR NOMINEESSTOCKHOLDERS ARE BEING ASKED TO APPROVE AS DESCRIBED IN THE ACCOMPANYING JOINT PROXY STATEMENT AND “FOR” THE PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR SUCH COMPANY FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2018.STATEMENT.

Your vote is very important to us. You have the right to receive notice of, and to vote at, the AnnualSpecial Meeting as to the OCSL proposals if you were a stockholder of record of OCSL at the close of business on February 9, 2018May 6, 2019 and as to the OCSI proposalsproposal if you were a stockholder of record of OCSI at the close of business on February 9, 2018. Each Company is furnishing aMay 6, 2019. A proxy statement andis attached to this Notice that describes the matters to be voted upon at the Special Meeting or any adjournment(s) or postponement(s) thereof. The enclosed proxy card to its respective stockholders on the Internet, rather than mailing printed copies of those materials to each of its stockholders. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy statement and proxy card unless you request them. Instead, the Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review the proxy statement, and vote your proxy onvia the Internet.Internet, by telephone or by signing, dating and returning the enclosed proxy card.

Whether or not you plan to participate in the AnnualSpecial Meeting, we encourage you to vote your shares by following the instructions on the Noticeenclosed proxy card. Please note, however, that if you wish to vote during the Special Meeting and your shares are held of Internet Availability of Proxy Materials.record by a broker, bank, trustee or nominee, you must obtain a “legal” proxy issued in your name from that record holder.


We are not aware of any other business or any other nominees for election as directors of either Company, that may properly be brought before the AnnualSpecial Meeting.

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Thank you for your continued support of Oaktree Specialty Lending CorporationOCSL and Oaktree Strategic Income Corporation.OCSI.

By order of the BoardsBoard of Directors,
/s/ John B. Frank
John B. Frank
OCSL and OCSI Chairman

Los Angeles, CA
May 21, 2019

February 9, 2018

Your vote is very important to us. To ensure proper representation at the AnnualSpecial Meeting, please follow the instructions on the Notice of Internet Availability of Proxy Materialsenclosed proxy card to vote your shares via the Internet, orby telephone, or by requesting, signing, dating and returning athe enclosed proxy card. Even if you vote your shares prior to the Annual Special Meeting, you still may participate in the virtual AnnualSpecial Meeting.


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Page
Page

1

General

1

Annual Meeting Information

1

Availability of Proxy and Annual Meeting Materials

1

Purpose of Annual Meeting

2

Voting Information

2

General

2

Voting Securities

2

Quorum Required

2

Submitting Voting Instructions for Shares Held Through a Broker, Bank, Trustee or Nominee

2

Discretionary Voting

3

Authorizing a Proxy for Shares Held in Your Name

3

Receipt of Multiple Proxy Cards

3

Revoking Your Proxy

3

Votes Required

3

Information Regarding This Solicitation

4

5

8

Director and Executive Officer Information

9

Directors

9

Executive Officers

10

Biographical Information

11

Independent Directors

11

Interested Director

13

Executive Officers

13

Board Leadership Structure

14

Boards’ Role In Risk Oversight

15

Transactions with Related Persons

16

Review, Approval or Ratification of Transactions with Related Persons

18

Material Conflicts of Interest

18

Section 16(a) Beneficial Ownership Reporting Compliance

19

Corporate Governance

20

Corporate Governance Documents

20

Director Independence

20

Evaluation

20

Communications with Directors

20

Board Meetings and Committees

21

Audit Committees

21

Compensation Committees

21

Nominating and Corporate Governance Committees

22

Co-Investment Committees

23

Code of Business Conduct

24

Executive Compensation

24

Director Compensation

25

28

Independent Auditor’s Fees

29

Required Vote

29

Audit Committee Report

30

31

31

31

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Oaktree Specialty Lending Corporation


Oaktree Strategic Income Corporation


333 South Grand Avenue, 28th Floor

Los Angeles, CA 90071



JOINT PROXY STATEMENT


Virtual 2018 Joint AnnualSpecial Meeting of Stockholders



General

We are furnishing you this joint proxy statement in connection with the solicitation of proxies by the Boards of Directors (each, a “Board” and together, the “Boards”) of Oaktree Specialty Lending Corporation (formerly known as Fifth Street Finance Corp. through October 17, 2017, “OCSL”(“OCSL”) and Oaktree Strategic Income Corporation (formerly known as Fifth Street Senior Floating Rate Corp. through October 17, 2017, “OCSI”(“OCSI”, and OCSL and OCSI, each, a “Company” and together, the “Companies,” “we,” “us,” or “our”) for use at the Companies’ virtual 20182019 Joint AnnualSpecial Meeting of Stockholders (the “Annual“Special Meeting”).

This joint proxy statement and each Company’s Annual Report forsummarizes the fiscal year ended September 30, 2017 are being made availableinformation regarding the matters to be voted upon at the respective stockholders thereof via the Internet on or about February 9, 2018. When we refer to each Company’s fiscal year, we mean the12-month period ending September 30 of the stated year (for example, fiscal year 2017 was October 1, 2016 through September 30, 2017).

Special Meeting. We encourage you to vote your shares by following the instructions on the Notice of Internet Availability of Proxy Materialsenclosed proxy card and granting a proxy (i.e.(i.e., authorizing someone to vote your shares). If you provide voting instructions, either via the Internet, by telephone or by requesting, signing, dating and returning athe enclosed proxy card, and the Company receives them in time for the AnnualSpecial Meeting, the persons named as proxies will vote your shares in the manner that you specified.

As of May 6, 2019, the date for determining stockholders entitled to vote at the Special Meeting (the “Record Date”), 140,961,000 shares of OCSL common stock were outstanding and 29,467,000 shares of OCSI common stock were outstanding. If you owned shares of our common stock at the close of business on the Record Date, you are entitled to one vote for each share of common stock you owned as of that date. Each Company first mailed this proxy statement and the attached materials on or about May 22, 2019 to all stockholders entitled to vote their shares at the Special Meeting.

Although each Company is a separate business development company and stockholders of each Company will vote separately on the proposals contained herein, the Companies are soliciting votes through this joint proxy statement to reduce expenses to the Companies in connection with soliciting proxies for the Annual Special Meeting. Each Company’s stockholders will vote separately on the proposal(s) that such Company’s stockholders are being asked to approve.

AnnualSpecial Meeting Information

The AnnualSpecial Meeting will be held on June 28, 2019 at 10:00 a.m., Pacific Time. The Special Meeting will be a completely virtual meeting. There will be no physical meeting location and the meeting will only be conducted via live webcast. The virtual Annual Meeting will be held on April 6, 2018 at 10:00 a.m., Pacific Time. To participate in the AnnualSpecial Meeting, visit www.virtualshareholdermeeting.com/ocsl2018ocsl2019sm if you are an OCSL stockholder and/or www.virtualshareholdermeeting.com/ocsi2018ocsi2019sm if you are an OCSI stockholder and, in each case, enter the16-digit control number included in your Notice of Internet Availability of Proxy Materials, on the enclosed proxy card you received, or in the instructions that accompanied your proxy materials for the applicable Company. Onlinecheck-in will begin at 9:55 a.m., Pacific Time. Please allow time for onlinecheck-in procedures.

You are entitled to participate in the virtual AnnualSpecial Meeting only if you are a stockholder of OCSL and/or OCSIOSCI as of the close of business on the record dateRecord Date for the AnnualSpecial Meeting, which is February 9, 2018 (the “Record Date”), or if you hold a valid proxy for the AnnualSpecial Meeting.

Availability of Proxy and AnnualSpecial Meeting Materials

This 2018 joint proxy statement and the OCSL Annual Report on Form10-K for the year ended September 30, 2017 areis also available at https://www.oaktreespecialtylending.com. This 2018 joint proxy statementwww.oaktreespecialtylending.com or https://www.oaktreestrategicincome.com.

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Overview

The Board of Directors of each Company has approved and unanimously recommends that stockholders vote FOR a proposal to approve a new investment advisory agreement between the Company and Oaktree Capital Management, L.P. (the “Adviser”), that will replace the current investment advisory agreement with the Adviser and will become effective at the closing of the Merger (defined below) (“Proposal 1”). Pursuant to a merger agreement with Brookfield Asset Management Inc. and certain of its affiliates (together, “Brookfield”), Oaktree Capital Group, LLC, the parent company of each Company’s investment adviser, and its affiliates (together, “Oaktree”) has agreed to enter into a series of contemporaneous transactions pursuant to which, Brookfield will acquire a majority economic interest in Oaktree (collectively, the “Merger”). The Merger is currently expected to close during the third quarter of 2019 (the “Closing”).

Following the Closing, Brookfield will hold an approximately 62% economic interest in Oaktree’s business and Oaktree’s founders and certain other members of Oaktree’s management and employees will own the remaining 38% economic interest in Oaktree’s business. It is currently anticipated that the board of the parent company of each Company’s investment adviser will consist of ten individuals following the Closing, eight of whom are current board members of Oaktree Capital Group, LLC and two of whom will be Brookfield representatives. Oaktree will continue to operate its business under the Oaktree name and current management will continue to manage the Oaktree business. In addition, Howard Marks, the Co-Chairman of Oaktree, is expected to join Brookfield’s board of directors following the Closing. Under the terms of the agreement between Oaktree and Brookfield, Oaktree’s current management will maintain actual control of the management of Oaktree, subject to certain limited consent rights held by Brookfield, for an “Initial Period.”1

The Companies are subject to the Investment Company Act of 1940, as amended (the “1940 Act”), which provides that any investment advisory agreement must terminate automatically upon its “assignment.” As used in the 1940 Act, the term “assignment” includes any transfer of a controlling block of outstanding voting securities of an adviser or the parent company of an adviser. Notwithstanding this definition, a transaction which does not result in a change of actual control or management of an investment adviser is not deemed an “assignment” for purposes of the 1940 Act. Oaktree has informed each Company’s Board that it does not believe the consummation of the Merger would be deemed an “assignment” of the current investment advisory agreement between each Company and the OCSI Annual ReportAdviser (each such agreement, the “Current Investment Advisory Agreement”), although such a determination is inherently uncertain. In accordance with the 1940 Act, however, the Current Investment Advisory Agreement for each Company automatically terminates upon its assignment. To prevent any potential disruption in Oaktree’s ability to provide services to each Company once an assignment is deemed to occur, whether as a result of the Merger or as a result of Brookfield exercising actual control over Oaktree, each Company is seeking stockholder approval of a new investment advisory agreement between each Company and the Adviser, (each such agreement, the “New Investment Advisory Agreement”). All material terms will remain unchanged from the Current Investment Advisory Agreement. If approved, each New Investment Advisory Agreement would become effective at the Closing and would remain effective following the conclusion of the Initial Period. If the Merger does not occur, the Adviser will continue to operate each Company pursuant to the Current Investment Advisory Agreement.

The Board of each Company, including all of the directors who are not “interested persons” of the Company, as defined in the 1940 Act (each, an “Independent Director”), has unanimously approved the New Investment Advisory Agreement and believes it to be in the best interests of the Company and its stockholders. The 1940 Act requires that the New Investment Advisory Agreement be approved by both a majority of a Company’s Independent Directors and “a majority of the outstanding voting securities” of the Company as defined in the 1940 Act. Each Company’s stockholders will vote separately on Form10-K for the year ended September 30, 2017 are also available at https://www.oaktreestrategicincome.com.applicable New Investment Advisory Agreement.

1This “Initial Period” refers to the period of time beginning on the closing date of the Merger and ending no earlier than the third business day following, at Brookfield’s election, the earliest to occur of: (a) Howard Marks and Bruce Karsh collectively ceasing to beneficially own at least 42% of the equity in Oaktree’s operating entities that they beneficially owned immediately after the closing of the Merger (which amount shall be deemed to include any charitable donations they are permitted to make prior to the closing); (b) Howard Marks and Bruce Karsh both ceasing to be actively and substantially involved in the oversight of the day-to-day affairs of the business of the Oaktree operating group, in each case for a period of at least 90 consecutive days or an aggregate of 180 calendar days in any 360-day period, except as a result of incapacitation; (c) the incapacitation of both Howard Marks and Bruce Karsh and (d) the seventh anniversary of the Closing.

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TABLE OF CONTENTSPurpose of Annual Meeting

In addition, to transacting such other business as may properly come before the Annual Meeting and any adjournments or postponements, at the AnnualSpecial Meeting, the respective stockholders of each CompanyOCSL will be asked to vote on a proposal to approve the following proposals asapplication of the reduced asset coverage requirements in Section 61(a)(2) of the 1940 Act to such Company:OCSL, which would permit OCSL to double the maximum amount of leverage that it is permitted to incur by reducing the asset coverage requirements applicable to OCSL from 200% to 150% (“Proposal 2”).

1. To elect two directors, eachPursuant to both the Current Investment Advisory Agreement and the New Investment Advisory Agreement, upon the effectiveness of whomthe reduced asset coverage requirements to OCSL, the base management fee payable to the Adviser will serve untilbe calculated at an annual rate of 1.50% of the 2021 Annualvalue of OCSL’s total gross assets, including any investments made with borrowings, but excluding cash and cash equivalents; provided, however, the base management fee will be calculated at an annual rate of 1.00% of the value of OCSL’s total gross assets, including any investments made with borrowings, but excluding cash and cash equivalents, that exceeds the product of (i) 200% and (ii) OCSL’s net assets. For the avoidance of doubt, the 200% will be calculated in accordance with the 1940 Act and the exemptive relief OCSL received with respect to debentures issued by a small business investment company subsidiary.

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QUESTIONS AND ANSWERS

At the Joint Special Meeting of Stockholders of each Company to be held on June 28, 2019, you will have the opportunity to vote on the Proposal(s) that stockholders of such Company are being asked to approve. The following “Questions and Answers” are provided for your convenience. 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, the appendices to this proxy statement and the documents we refer to in this proxy statement.

What am I being asked to vote on?

At the Special Meeting, stockholders of each Company are being asked to vote for the following proposal:

to approve the New Investment Advisory Agreement, that will replace the Current Investment Advisory Agreement and will become effective at the closing of the Merger.

Additionally, stockholders of OCSL only will also be asked to vote for the following proposal:

to approve the application of the reduced asset coverage requirements in Section 61(a)(2) of the 1940 Act, to OCSL, which would permit OCSL to double the maximum amount of leverage that it is permitted to incur by reducing the asset coverage requirements applicable to OCSL from 200% to 150%.

Who is Brookfield Asset Management?

Brookfield Asset Management Inc. is a global alternative asset manager with over $350 billion in assets under management. For 120 years Brookfield has owned and operated assets on behalf of shareholders and investors with a focus on real estate, renewable power, infrastructure and private equity. Brookfield offers a range of public and private investment products and services which leverage its expertise and experience. Brookfield class A shares are co-listed on the NYSE under the symbol “BAM”, the TSX under the symbol “BAM.A” and Euronext under the symbol “BAMA.” If the Merger is consummated both Brookfield and OCG will continue to operate their respective businesses independently, with each remaining under its current brand and led by its existing management and investment teams.

Why am I being asked to vote on the New Investment Advisory Agreement?

If a specified client consent percentage (as measured by Oaktree fee revenues calculated in accordance with the Merger Agreement) object to the Merger (as determined in accordance with the Merger Agreement) (such percentage, the “Specified Percentage”) then neither party will be obligated to complete the Merger. If the stockholders of a Company do not vote to approve its New Investment Advisory Agreement, such objection will be taken into account when determining the Specified Percentage noted above. However, even if the stockholders of a Company do not approve its New Investment Advisory Agreement the Closing may still occur. See —“What are the conditions of the Merger Agreement?” below for more information.

As detailed in “Overview” above, Oaktree does not believe the consummation of the Merger would be deemed an “assignment” of the Current Investment Advisory Agreements, although such a determination is inherently uncertain. If the consummation of the Merger were determined to result in an assignment for purposes of the 1940 Act, however, then the Current Investment Advisory Agreement for each Company would automatically terminate on the date of the Closing. To prevent any potential disruption in Oaktree’s ability to provide services to each Company once an assignment is deemed to occur, whether as a result of the Merger or until his successoras a result of Brookfield exercising actual control over Oaktree, each Company is duly electedseeking stockholder approval of a new investment advisory agreement between each Company and qualified;the Adviser, (each such agreement, the “New Investment Advisory Agreement”). All material terms will remain unchanged from the Current Investment Advisory Agreement. If approved, each New Investment Advisory Agreement would become effective at the Closing and would remain effective following the conclusion of the Initial Period.

2. To ratifyHow does each Board recommend that I vote with respect to the selectionproposal to approve the New Investment Advisory Agreement?

In evaluating the New Investment Advisory Agreement, each Board reviewed certain materials furnished separately by Oaktree and its affiliates. Each Board discussed these materials and believes the New Investment

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Advisory Agreement is in the best interests of Ernst & Young LLPthe Company and its stockholders for the reasons described later in the proxy statement. Accordingly, after careful consideration, each Board, including each of the Independent Directors, unanimously recommends that you vote “FOR” the proposal to approve the New Investment Advisory Agreement.

Have any stockholders who own 5% or more of each Company’s outstanding stock expressed a view regarding the Proposals?

Yes. Beneficial owners holding approximately 27.1% of OCSI’s outstanding stock, including Leonard M. Tannenbaum and the Adviser, have agreed to vote in favor of Proposal 1 and beneficial owners holding approximately 17.4% of OCSL’s outstanding stock, including Leonard M. Tannenbaum and the Adviser have agreed to vote in favor of the Proposals.

Do any of the Company’s directors or officers have an interest in the approval of the New Investment Advisory Agreement that is different from that of the Company’s stockholders generally?

As described later in this proxy statement, our directors and officers have certain conflicts of interests in connection with the vote on the New Investment Advisory Agreement. See “—Proposal 1 — Merger Agreement” below for more information.

What are the conditions of the Merger Agreement?

The obligation of the parties to complete the Merger is subject to customary closing conditions, including, without limitation: (i) the adoption of the Merger Agreement by holders of Oaktree Class A Units and Class B Units, voting together as a single class, representing a majority of the voting interests in Oaktree; (ii) the absence of any order or preliminary or permanent injunction preventing the consummation of the Merger; (iii) the expiration or termination of the applicable Hart-Scott-Rodino Antitrust Improvements Act waiting period and receipt of certain other required antitrust and other regulatory approvals, including, without limitation, from the Committee on Foreign Investment in the United States; (iv) the effectiveness of the registration statement pursuant to which the Brookfield Class A Shares to be issued as part of the share consideration will be registered; (v) approval from the New York Stock Exchange for the listing of the Brookfield Class A Shares to be issued as part of the share consideration; (vi) completion of the mandatory and optional exchanges described in Unitholder Support Agreement, dated as of March 13, 2019, as it may be amended from time to time, among Brookfield, Berlin Merger Sub, LLC, OCG, Oaktree Capital Group Holdings, L.P. (“EY”OCGH”) and Oaktree Capital Group Holdings GP, LLC (the “Support Agreement”), pursuant to which certain limited partners of OCGH will exchange their units in OCGH for OCG Class A Units and (vii) calculated as of a date between 5-10 days prior to closing, investment advisory clients representing at least 82.5% of the aggregate annualized investment advisory, investment management, subadvisory or other similar recurring fees of all Oaktree investment advisory clients (based upon assets under management as of February 28, 2019), calculated in accordance with the Merger Agreement, will have consented to the transactions, as described in the Merger Agreement.

Each party’s obligation to consummate the Merger is subject to certain other conditions, including (a) the accuracy of the other party’s representations and warranties and (b) the other party’s compliance with its covenants and agreements contained in the Merger Agreement (in each case, subject to certain qualifications).

Will the Merger change how the Companies are managed?

No, the Merger is not expected to have any impact on each Company’s management or day-to-day operations for at least the duration of the Initial Period. Each Company’s existing directors and officers will continue to serve in their current roles and there is not expected to be any near-term change in the personnel providing services to the Companies. Each Company’s investment objective will remain unchanged as a result of the entry into the New Investment Advisory Agreement. After Closing, each Company will continue to be a business development company and its shares of common stock will continue to be listed on the Nasdaq Global Select Market and trade under their current ticker symbols, OCSL and OCSI. Stockholders in each Company will continue to own the same amount and type of shares in the same Company. OCSL’s name will continue to be Oaktree Specialty Lending Corporation and OCSI’s name will continue to be Oaktree Strategic Income Corporation.

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What will happen if Proposal 1 is not approved?

If each Company’s stockholders do not approve the proposal, the Current Investment Advisory Agreement with Oaktree will remain in effect. Additionally, if the Specified Percentage objects to the Merger then neither party will be obligated to complete the Merger. If each Company’s stockholders do not vote to approve the New Investment Advisory Agreement, such objection will be taken into account when determining the Specified Percentage. If the Merger does not close for any reason, each Company will continue to operate pursuant to the Current Investment Advisory Agreement.

How will the Merger affect the service providers to each Company?

Oaktree Capital Management, L.P.

Oaktree Capital Management, L.P., a Delaware limited partnership, serves as the investment adviser to each Company.

Currently, the Adviser is an indirect, wholly owned subsidiary of Oaktree Capital Group, LLC. After Closing, the Adviser will no longer be wholly owned by Oaktree Capital Group, LLC. However, Oaktree’s current management will maintain actual control of the management of the Adviser, subject to certain limited consent rights held by Brookfield, for the Initial Period. Howard Marks and Bruce Karsh serve as co-chairmen of the Adviser, and Jay Wintrob serves as chief executive officer. Oaktree Holdings, Inc. is the general partner of the Adviser. The principal address of the Adviser, its principal executive officers and its general partner is 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071.

Oaktree Administrator

Oaktree Fund Administration, LLC, a Delaware limited liability company, (the “Oaktree Administrator”), serves as the administrator to each Company. Following the Closing, the Oaktree Administrator will continue to provide administrative services to the Companies necessary for the operations of each Company, which include providing office facilities, equipment, clerical, bookkeeping and record keeping services at such facilities and such other services as the Oaktree Administrator, subject to review by each Board, shall from time to time deem to be necessary or useful to perform its obligations under the administration agreement. The principal address of the Oaktree Administrator is 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071.

Will the management and incentive fees payable by each Company change under the New Investment Advisory Agreement?

No. For OCSI the base management fee under the New Investment Advisory Agreement will remain unchanged at 1.00% of gross assets and for OCSL the base management fee under the New Investment Advisory Agreement will remain unchanged at 1.50% of gross assets, provided, however, the base management fee will be calculated at an annual rate of 1.00% of the value of OCSL’s total gross assets, including any investments made with borrowings, but excluding cash and cash equivalents, that exceeds the product of (i) 200% and (ii) OCSL’s net assets. For the avoidance of doubt, the 200% will be calculated in accordance with the 1940 Act and the exemptive relief OCSL received with respect to debentures issued by a small business investment company subsidiary (such relief allows OCSL to exclude such debentures from the calculation of its asset coverage ratio under the 1940 Act, and thus the base management fee payable on any gross assets, excluding cash and cash equivalents, that result from such leverage would incur a base management fee at an annual rate of 1.50%). “Gross assets” includes any investments made with borrowings, but excludes any cash or cash equivalents. Additionally, the rate of the incentive fee payable on the Company’s independent registered public accounting firm forpre-incentive fee net investment income will remain at 17.5%, and the rate at which the income-based incentive fee will be earned during the “catch up” will remain at 100%. For any quarter in which the Company’s pre-incentive fee net investment income exceeds 1.8182% on net assets, the incentive fee on income is equal to 17.5% of the amount of the Company’s pre-incentive fee net investment income, as the preferred return and catch-up will have been achieved. As agreed to under the Current Investment Advisory Agreement, the capital gains-based incentive fee of 17.5% will not be charged until the fiscal year ending September 30, 2018.2019.

Voting Information

General

EACH COMPANY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE APPLICABLE COMPANY’S DIRECTOR NOMINEES DESCRIBED IN THE ACCOMPANYING JOINT PROXY STATEMENT AND “FOR” THE PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR SUCH COMPANY FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2018.

Voting Securities

You may cast one vote for each shareApproval of common stockProposal 2 will not affect the calculation of the applicablebase management fee or the incentive fee under the Current Investment Advisory Agreement or the New Investment Advisory Agreement with respect to leverage

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that OCSL was permitted to incur prior to such approval. However, with respect to gross assets (excluding cash and cash equivalents) that result from incremental leverage that OCSL is permitted to incur as a result of such approval, the base management fee will be calculated at an annual rate of 1.00% rather than 1.50%.

Will each Company bear the costs associated with the Merger and this solicitation of proxies?

The Merger Agreement specifically provides that you owned asOaktree and Brookfield will each bear 50% of fees and expenses incurred in connection with the consent solicitation process, including any costs associated with this solicitation of proxies, provided that OCSL will bear its own legal expenses with respect to Proposal 2 (which is unrelated to the Merger).

Who will conduct the solicitation?

In addition to mail and e-mail, proxies may be solicited personally, via the Internet or by telephone or facsimile, by regular employees of the Record Date. SharesOaktree Administrator and its affiliates. No additional compensation will be paid to such regular employees for such services. The Oaktree Administrator has engaged Broadridge to provide certain proxy solicitation services for which it will be paid a fee of each Company’s common stock have equal voting rights as all other sharesapproximately $105,000 for OCSL and $45,000 for OCSI, which includes reimbursement of such Company’s common stock and, in each case, areout-of-pocket expenses. You could be contacted by telephone on behalf of the only classCompany of voting securities outstanding of each Company. Stockholders can vote only on matters affecting a Company in which theyyou hold shares of common stock. As of January 26, 2018, OCSL had 140,960,651stock and be urged to vote. Broadridge will not attempt to influence how you vote your shares, of common stock outstandingbut will only ask that you take the time to cast a vote. Oaktree and OCSI had 29,466,768 shares of common stock outstanding.

Quorum Required

For a Company to conduct business atBrookfield will reimburse brokers and other persons holding the Annual Meeting, a quorum of stockholders of that Company must be present at the Annual Meeting. The presence at the Annual Meeting, virtually or by proxy, of the holders of a majority of the shares of a Company’s common stock outstanding on the Record Date will constitute a quorum of such Company. Abstentions will be treated as shares present for quorum purposes. Shares for which brokers have not received voting instructions from the beneficial owner of the shares and do not have discretionary authority to vote on certain proposals (which are considered “brokernon-votes” with respect to such proposals) will be treated as shares present for quorum purposes.

The Chairman of each Company shall have the power to adjourn such Company’s Annual Meeting, whetherin their names, or not a quorum is present, from time to time for any reason and without notice other than announcement at the Annual Meeting.

Submitting Voting Instructions for Shares Held Through a Broker, Bank, Trustee or Nominee

If you hold shares of a Company’s common stock through a broker, bank, trustee or nominee, you must follow the voting instructions you receive from your broker, bank, trustee or nominee. If you hold shares of a Company’s common stock through a broker, bank, trustee or nominee and want to participate in the virtual Annual Meeting, you must follow the instructions younames of nominees, for their expenses for forwarding proxy materials to principals and beneficial owners and obtaining their proxies.

What does it mean if I receive from your broker, bank, trustee or nominee.Please instruct your broker, bank, trustee or nominee so your vote can be counted.

Discretionary Voting

Brokers, banks, trustees and nominees have discretionary authority to vote on “routine” matters, but not on“non-routine” matters. The “routine” matter being considered by each Company at this Annual Meeting is the ratification of the appointment of such Company’s independent registered public accounting firm, and the“non-routine” matter being considered by each Company at this Annual Meeting is the election of directors. If you hold your shares in street name (or “nominee name”) and do not provide your broker, bank, trustee or nominee who holds such shares of record with specific instructions regarding how to vote on each Company’s proposal to elect director(s), your broker may not be permitted to vote your shares on such“non-routine” proposals.

Please note that to be sure your vote is counted on a Company’s proposal to elect director(s), you should instruct your broker, bank, trustee or nominee how to vote your shares. If you do not provide voting instructions, votes may not be cast on your behalf with respect to such proposals.

Authorizing a Proxy for Shares Held in Your Name

If you are a record holder of shares of a Company’s common stock, you may authorize amore than one proxy to vote on your behalf by following the instructions provided on the Notice of Internet Availability of Proxy Materials. Authorizing your proxy will not limit your right to participate in the virtual Annual Meeting and vote your shares online. A properly completed and submitted proxy will be voted in accordance with your instructions unless you subsequently revoke your instructions. If you authorize a proxy without indicating your voting instructions, the proxyholder will vote your shares according to the applicable Board’s recommendations. Internet and telephone voting procedures are designed to authenticate the stockholder’s identity and to allow stockholders to vote their shares and confirm that their instructions have been properly recorded. Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you had marked, signed and returned a proxy card.

Receipt of Multiple Proxy Cardscard?

Some of each Company’s stockholders hold their shares in more than one account and may receive a separate Notice of Internet Availability of Proxy Materialsproxy card for each of those accounts. To ensure that all of your shares are represented at the AnnualSpecial Meeting, we recommend that you vote by following the instructions in each Notice of Internet Availability of Proxy Materialsproxy card you receive.

Revoking Your ProxyMay I revoke my proxy?

Yes. If you are a stockholder of record of OCSL and/or OCSI, you can revoke your proxy as to either or both Companies at any time before it is exercised by: (i) delivering a written revocation notice that is received prior to the AnnualSpecial Meeting to Oaktree Specialty Lending Corporation or Oaktree Strategic Income Corporation, as applicable, 333 South Grand Avenue, 28th28th Floor, Los Angeles, CA 90071, Attention: Secretary; (ii) submitting a later-dated proxy that we receive before the conclusion of voting at the AnnualSpecial Meeting; or (iii) participating in the virtual AnnualSpecial Meeting and voting online. If you hold shares of a Company’s common stock through a broker, bank, trustee or nominee, you must follow the instructions you receive from them in order to revoke your voting instructions. Participating in the virtual AnnualSpecial Meeting does not revoke your proxy unless you also vote online at the AnnualSpecial Meeting.

Votes RequiredWhat is the difference between holding shares as a stockholder of record and as a beneficial owner?

ElectionStockholders of directors.Record The. You are a stockholder of record if at the close of business on the Record Date your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC.

Beneficial Owner. You are a beneficial owner if at the close of business on the Record Date your shares were held by a broker, bank, trustee or nominee and not in your name. Being a beneficial owner means that your shares are held in “street name.” As the beneficial owner, you have the right to direct your broker, bank, trustee or nominee how to vote your shares by following the voting instructions your broker, bank, trustee or nominee provides. If you do not provide your broker, bank, trustee or nominee with instructions on how to vote your shares, your broker, bank, trustee or nominee will not be able to vote your shares with respect to any of the proposals.

What will happen if I do not vote my shares?

Stockholders of Record. If you are the stockholder of record of your shares and you do not vote by proxy card, via telephone or the Internet or during the Special Meeting, your shares will not be voted at the Special Meeting.

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Beneficial Owners. Brokers, banks, trustees and nominees have discretionary authority to vote on “routine” matters, but not on “non-routine” matters. There are no “routine” matters being considered at the Special Meeting. If you hold your shares in street name (or “nominee name”) and do not provide your broker, bank, trustee or nominee who holds such shares of record with specific instructions regarding how to vote on the applicable Company’s proposal(s), your broker will not be permitted to vote your shares at the Special Meeting.

What is the vote required for each proposal?

Proposal 1. For each Company, approval of Proposal 1 requires the affirmative vote of a plurality“majority of the outstanding voting securities” of such Company. Under the 1940 Act, a “majority of the outstanding voting securities” means the affirmative vote of the lesser of (a) 67% or more of the shares of a Company’s common stock outstanding and entitled to vote thereonthe Company present or represented by proxy at the AnnualSpecial Meeting is required to elect each director nomineeif the holders of that Company (i.e.,more than 50% of the candidates receivingoutstanding shares are present or represented by proxy at the most “for” votes will win each election). Stockholders may not cumulate their votes. Votes to “withhold authority”Special Meeting or (b) more than 50% of the outstanding shares of the Company. Abstentions and brokernon-votes, will not be included in determining the number of votes cast and, as a result, if any, will have nothe effect onof a vote against this proposal.

Ratification of independent registered public accounting firm.Proposal 2. The affirmative vote of a majority of a Company’sOCSL’s votes cast atduring the AnnualSpecial Meeting or by proxy is required to ratify the appointment of EY to serve as such Company’s independent registered public accounting firmapprove Proposal 2 (i.e., the number of shares voted “for” the ratificationapproval of the appointmentapplication of EYthe reduced asset coverage requirements in Section 61(a)(2) of the 1940 Act to OCSL exceeds the number of votes “against” the ratificationapplication of the appointmentreduced asset coverage requirements in Section 61(a)(2) of EY)the 1940 Act to OCSL). Abstentions and brokernon-votes, if any, will not be included in determining the number of votes cast and, as a result, will have no effect on this proposal.Proposal 2.

Information Regarding This Solicitation

Each Company will bear its allocable portionHow do I find out the results of the expensesvoting at the Special Meeting?

Preliminary voting results will be announced at the Special Meeting. Final voting results will be published in a current report on Form 8-K within four business days from the date of the solicitationSpecial Meeting.

Who should I call if I have any questions?

If you have any questions about the Special Meeting, voting or your ownership of proxies. In addition to mail ande-mail, proxies may be solicited personally, via the Internet or by telephone or facsimile, by regular employees of Oaktree Fund Administration, LLC (“Oaktree Administrator”), the Companies’ administrator, and its affiliates and/or a paid solicitor. No additional compensation will be paid to such regular employees for such services. If the Companies retain a solicitor, the Companies have estimated that they will pay an aggregate of approximately $5,000 plusout-of-pocket expenses for such services. If the Companies engage a solicitor, you could be contacted by telephone on behalf of your Company and be urged to vote. The solicitor will not attempt to influence how you vote your shares, but will only ask that you take the time to cast a vote. Each Company will reimburse brokers and other persons holding such Company’s common stock, in their names, or in the names of nominees,please contact: Broadridge Investor Communication Solutions, Inc. (“Broadridge”), toll-free at (844) 557-9030 for their expensesOCSL and (855) 643-7307 for forwarding proxy materials to principals and beneficial owners and obtaining their proxies. The principal address of Oaktree Administrator is 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071.OCSI.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of January 26, 2018,May 6, 2019, the beneficial ownership information of each current director, including the nominees for director of both Companies, as well as each Company’s executive officers, each person known to it to beneficially own 5% or more of the outstanding shares of its common stock, and the executive officers and directors as a group. Percentage of beneficial ownership is based on 140,960,651 shares of OCSL’s common stock and 29,466,768 shares of OCSI’s common stock outstanding as of January 26, 2018.May 6, 2019.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (“SEC”) and includes voting or investment power with respect to the securities. Ownership information for those persons who beneficially own 5% or more of the shares of a Company’s common stock is based upon filings by such persons with the SEC and other information obtained from such persons, if available.

Unless otherwise indicated, the Companies believe that each beneficial owner set forth in the table below has sole voting and investment power over the shares beneficially owned by such beneficial owner. The directors are divided into two groups — interested director and independent directors. The interested director is an “interested person” of each Company as defined in Section 2(a)(19) of the Investment Company Act of 1940 as amended (the “1940 Act”).Act. The address of all executive officers and directors is c/o Oaktree Specialty Lending Corporation or c/o Oaktree Strategic Income Corporation, as applicable, 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071.

   Number of Shares of Common
Stock Owned Beneficially
   Percentage
of Company Common Stock
Outstanding
 

Name (Company or Companies)

  OCSL   OCSI   OCSL  OCSI 

Interested Director:

       

John B. Frank (OCSL; OCSI)

   28,784    11,876    *   * 

Independent Directors:

       

Richard Cohen (OCSI)

   N/A    33,025    N/A   * 

Richard P. Dutkiewicz (OCSL)(1)

   29,738    N/A    *   N/A 

Marc H. Gamsin (OCSL; OCSI)

   —      —      —     —   

Craig Jacobson (OCSL; OCSI)

   31,200    17,600    *   * 

Richard G. Ruben (OCSL; OCSI)

   30,250    23,000    *   * 

Bruce Zimmerman (OCSL; OCSI)

   10,000    6,000    *   * 

Executive Officers:

       

Mel Carlisle (OCSL; OCSI)

   —      —      —     —   

Kimberly Larin (OCSL; OCSI)

   —      —      —     —   

Edgar Lee (OCSL; OCSI)

   12,000    6,000    *   * 

Mathew Pendo (OCSL; OCSI)

   12,000    6,000    *   * 

All Executive Officers and Directors as a Group(2)

   153,972    103,501    *   * 

5% Holders

       

Senvest Management, LLC(3)

   7,158,959    —      5.08  —   

Oaktree Capital Management, L.P.(4) (5)

   25,910,813    7,956,767    18.4  27.0

Leonard M. Tannenbaum(6) (7)

   25,634,813    7,899,167    18.2  26.8

 
Number of Shares of Common
Stock Owned Beneficially
Percentage of Company
Common Stock Outstanding
Name (Company or Companies)
OCSL
OCSI
OCSL
OCSI
Interested Director:
 
 
 
 
 
 
 
 
 
 
 
 
John B. Frank (OCSL; OCSI)(1)(2)
 
53,634
 
 
57,376
 
 
 
*
 
 
*
Independent Directors:
 
 
 
 
 
 
 
 
 
 
 
 
Deborah Gero (OCSL; OCSI)
 
 
 
 
 
 
*
 
 
*
Craig Jacobson (OCSL; OCSI)
 
70,600
 
 
40,975
 
 
 
*
 
 
*
Richard G. Ruben (OCSL; OCSI)
 
30,250
 
 
30,667
 
 
 
*
 
 
*
Bruce Zimmerman (OCSL; OCSI)
 
37,000
 
 
15,250
 
 
 
*
 
 
*
Executive Officers:
 
 
 
 
 
 
 
 
 
 
 
 
Mel Carlisle (OCSL; OCSI)
 
10,000
 
 
6,000
 
 
 
*
 
 
*
Kimberly Larin (OCSL; OCSI)
 
 
 
 
 
 
 
 
 
 
Edgar Lee (OCSL; OCSI)
 
12,000
 
 
6,000
 
 
 
*
 
 
*
Mathew Pendo (OCSL; OCSI)
 
19,050
 
 
9,650
 
 
 
*
 
 
*
All Executive Officers and Directors as a Group(3)
 
232,534
 
 
165,918
 
 
 
*
 
 
*
5% Holders:
 
 
 
 
 
 
 
 
 
 
 
 
Springhouse Capital (Master), L.P.(4)
 
7,268,454
 
 
 
 
5.2
%
 
 
Leonard M. Tannenbaum(5)(6)
 
24,203,623
 
 
7,607,635
 
 
17.2
%
 
25.8
%
Oaktree Capital Management, L.P.(7)(8)
 
24,479,623
 
 
7,988,760
 
 
17.4
%
 
27.1
%
*Represents*Represents less than 1%

(1)AccountsOf the 53,634 shares of OCSL common stock listed as beneficially owned includeby John B. Frank, (i) 28,784 shares are held indirectly by Mr. Frank and (ii) 24,850 shares are held by a brokerage account thatmember of Mr. Frank’s family and he may be pledgeddeemed to have voting and/or investment power with respect to, but he has no pecuniary interest in, such shares.
(2)Of the 57,376 shares of OCSI common stock listed as loan collateral onbeneficially owned by John B. Frank, (i) 11,876 shares are held directly by Mr. Frank and (ii) 45,500 shares are held by a margin basis.member of Mr. Frank’s family and he may be deemed to have voting and/or investment power with respect to, but he has no pecuniary interest in, such shares.
(2)(3)Amount only includes Section 16(a) reporting persons of the Companies.
(3)(4)

Based on a Schedule 13G13G/A filed by SenvestSpringhouse Capital (Master), L.P. (the “Fund”) on February 8, 2019, Springhouse Asset Management, Ltd. (the “SH General Partner”), Springhouse Capital Management, L.P. (the “SH Manager”), Springhouse Capital Management G.P., LLC on November 15, 2017, Senvest Management, LLC(the “SC General Partner”) and Richard MashaalBrian Gaines may be deemed to beneficially own 7,158,9597,268,454 shares of OCSL common stock held by Senvest Masterthe Fund LP by virtue of Senvest Management, LLC’s

the SH General Partner’s position as general partner of the Fund, the SH Manager’s position as investment manager of Senvest Masterthe Fund, LPthe SC General Partner’s position as general partner of the SH Manager and by Mr. Mashaal’sGaines’s status as the managing member of Senvest Management, LLC, respectively.the SH Manager and as a director of the General Partner. The principal business address for Richard Mashaal and Senvest Management, LLC is 540 Madison Avenue, 32nd Floor, New York, NY 10022.
(4)The address for Oaktree Capital Management, L.P. (“Oaktree”) is 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071. As reported on a Schedule 13D filed by Oaktree on November 1, 2017 and a Form 4 filed by Oaktree on December 15, 2017,each of the OCSL shares over which Oaktree has shared votingFund, the SH General Partner, the SH Manager, the SC General Partner and dispositive power, (i) 276,000 shares of OCSL common stock are held by Oaktree Capital I, L.P. and (ii) Oaktree may be deemed to beneficially own 25,634,813.404 shares of OCSL common stock pursuant to a voting agreement by and among Oaktree, Fifth Street Holdings, L.P. (“FSH”), Leonard M. Tannenbaum, the Leonard M. Tannenbaum Foundation, the Tannenbaum Family 2012 Trust and 777 West Putnam Avenue LLC.Mr. Gaines is 18 Burr Farms Road, Westport, Connecticut 06880.

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(5)As reported on a Schedule 13D filed by Oaktree on July 13, 2017, a Form 4 filed by Leonard M. Tannenbaum on November 2, 2017 and a Form 4 filed by Oaktree on December 15, 2017, of the OCSI shares over which Oaktree has shared voting and dispositive power, (i) 57,600 shares of OCSI common stock are held by Oaktree Capital I, L.P. and (ii) Oaktree may be deemed to beneficially own 7,899,167 shares of OCSI common stock pursuant to a voting agreement by and among Oaktree, FSH, Leonard M. Tannenbaum, the Leonard M. Tannenbaum Foundation and the Tannenbaum Family 2012 Trust.
(6)The address for Leonard M. Tannenbaum is 777 West Putnam555 Washington Avenue, 3rd Floor, Greenwich, CT 06830.Suite 240, Miami Beach, Florida 33139. As reported on the Schedule 13D/A filed by Mr. Leonard M. Tannenbaum on October 25, 2017,April 12, 2019, of the 25,634,81324,203,623 shares of OCSL common stock over which Mr. Tannenbaum has shared voting and dispositive power (i) 14,643,009.404 shares of OCSL common stock are14,306,545 Shares held by Mr. Tannenbaum directly; (ii) 1,251,952 shares of OCSL common stock areShares held by the Leonard M. Tannenbaum Foundation, for which Mr. Tannenbaum serves as the President; (iii) 1,122,281 shares of OCSL common stock are958,779 Shares held by 777 West Putnam Avenue LLC, for which Mr. Tannenbaum holds a majority of the equity interest of the sole member;member, (iv) 655,850 shares of OCSL common stock areShares held directly by the Leonard M. Tannenbaum 2012 Trust for the benefit of certain members of Mr. Tannenbaum’s family for which Mr. Bernard D. Berman is a trustee and (v) 7,961,721 of OCSL common stock shares are7,030,497 Shares directly held by Fifth Street Holdings, L.P.
(7)(6)As reported on the Schedule 13D/A filed by Mr. Tannenbaum on September 26, 2018 and the Form 4 filed by Mr. Tannenbaum on November 2, 2017,May 7, 2019, of the 7,899,1677,607,635 shares of OCSI common stock over which Mr. Tannenbaum has shared voting and dispositive power: (i) 5,080,5445,080,543 shares of OCSI common stock are held by Mr. Tannenbaum directly; (ii) 2,668,3812,281,216 shares of OCSI common stock shares are held by Fifth Street Holdings, L.P.;FSH; (iii) 139,367 shares of OCSI common stock are held directly by the Leonard M. Tannenbaum 2012 Trust for the benefit of certain members of Mr. Tannenbaum’s family for which Mr. Bernard D. Berman is a trustee, (iv) 95,634 shares of OCSI common stock are held by the Leonard M. Tannenbaum Foundation, for which Mr. Tannenbaum serves as the President and (iv)(v) 10,875 shares of OCSI common stock are held by Mr. Tannenbaum’s children.

As indicated above, one of OCSL’s directors holds shares in margin accounts. As of January 26, 2018, no shares in such margin accounts were pledged as loan collateral. Each Company’s securities trading policy permits share pledges in limited cases with thepre-approval of such Company’s chief compliance officer.

(7)The address for the Adviser is 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071. As reported on a Schedule 13D/A filed by Oaktree on November 1, 2017, a Schedule 13D/A filed by Mr. Tannenbaum on April 12, 2019 and a Form 4 filed by the Adviser on December 15, 2017, of the OCSL shares over which the Adviser has shared voting and dispositive power, (i) 276,000 shares of OCSL common stock are held by Oaktree Capital I, L.P. and (ii) the Adviser may be deemed to beneficially own 24,203,623 shares of OCSL common stock pursuant to a voting agreement by and among the Adviser, FSH, Leonard M. Tannenbaum, the Leonard M. Tannenbaum Foundation, the Tannenbaum Family 2012 Trust and 777 West Putnam Avenue LLC.
(8)As reported on a Schedule 13D/A filed by the Adviser on October 19, 2018, a Schedule 13D/A filed by Mr. Tannenbaum on September 26, 2018 and a Form 4 filed by Mr. Tannenbaum on May 7, 2019, of the OCSI shares over which Oaktree has shared voting and dispositive power, (i) 392,000 shares of OCSI common stock are held by Oaktree Capital I, L.P. and (ii) the Adviser may be deemed to beneficially own 7,596,760 shares of OCSI common stock pursuant to a voting agreement by and among the Adviser, FSH, Leonard M. Tannenbaum, the Leonard M. Tannenbaum Foundation and the Tannenbaum Family 2012 Trust.

The following table sets forth, as of January 26, 2018,May 6, 2019, the dollar range of our equity securities that is beneficially owned by each of the current directors of each Company.

Name (Company or Companies))
Dollar Range
of Equity Securities
Beneficially Owned(1)(2)(3)

Interested Director:


OCSL
OCSL
OCSI

John B. Frank (OCSL; OCSI)

Over $100,000
$50,001 –
Over $100,000

Independent Directors:


Richard Cohen (OCSI)

Deborah Gero (OCSL; OCSI)
none
N/AOver $100,000
none

Richard P. Dutkiewicz (OCSL)

Over $100,000N/A

Marc H. Gamsin (OCSL; OCSI)

—  —  

Craig Jacobson (OCSL; OCSI)

Over $100,000
Over $100,000

Richard G. Ruben (OCSL; OCSI)

Over $100,000
Over $100,000

Bruce Zimmerman (OCSL; OCSI)

Over $100,000
$50,001 –
Over $100,000
$10,001 – $50,000

(1)Beneficial ownership has been determined in accordance with Rule16a-1(a)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
(2)The dollar range of equity securities beneficially owned in us is based on the closing price per share for OCSL’s common stock of $5.09,$5.25 and for OCSI’s common stock of $8.30,$8.62 on January 26, 2018May 6, 2019 on the NASDAQThe Nasdaq Global Select Market.
(3)Market (“Nasdaq”). The dollar range of equity securities beneficially owned are: none, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000, or over $100,000.

In addition, two of our Independent Directors, Messrs. Jacobson and Ruben, each has greater than $100,000 of investments in certain private funds managed by Oaktree and its affiliates.

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PROPOSAL 1 — ELECTIONAPPROVAL OF DIRECTORSNEW INVESTMENT ADVISORY AGREEMENT

Background

Following the Closing, Brookfield will hold an approximately 62% economic interest in Oaktree’s business and Oaktree’s founders and certain other members of Oaktree’s management and employees will own the remaining 38% economic interest in Oaktree’s business. It is currently anticipated that the board of the parent company of our investment adviser will consist of ten individuals following the Closing, eight of whom are current board members of Oaktree Capital Group, LLC and two of whom will be Brookfield representatives. Oaktree will continue to operate its business under the Oaktree name and current management will continue to manage the Oaktree business. In addition, Howard Marks, the Co-Chairman of Oaktree, is expected to join Brookfield’s board of directors following the Closing.

The business and affairsCompanies are subject to the 1940 Act, which provides that any investment advisory agreement must terminate automatically upon its “assignment.” As used in the 1940 Act, the term “assignment” includes any transfer of a controlling block of outstanding voting securities of an adviser or the parent company of an adviser. Notwithstanding this definition, a transaction which does not result in a change of actual control or management of an investment adviser is not deemed an “assignment” for purposes of the 1940 Act.

The transaction has been structured so that Oaktree’s current management will maintain actual control of the management of Oaktree, subject to certain limited consent rights held by Brookfield, for the Initial Period. As a result, Oaktree has informed each Company’s Board that it does not believe the consummation of the Merger would be deemed an “assignment” of the Current Investment Advisory Agreements under the 1940 Act, although such a determination is inherently uncertain. In accordance with the 1940 Act, however, the Current Investment Advisory Agreement for each Company automatically terminates upon its assignment. To prevent any potential disruption in Oaktree’s ability to provide services to each Company once an assignment is deemed to occur, whether as a result of the Merger or as a result of Brookfield exercising actual control over Oaktree, each Company is managed underseeking stockholder approval of a new investment advisory agreement between each Company and the oversightAdviser, (each such agreement, the “New Investment Advisory Agreement”). All material terms will remain unchanged from the Current Investment Advisory Agreement. If approved, each New Investment Advisory Agreement would become effective at the Closing and would remain effective following the conclusion of its Board. Each Board currently consiststhe Initial Period.

The 1940 Act requires that a new investment advisory agreement be approved by both a majority of six members, of whom fivean investment company’s directors who are not “interested persons” and “a majority of the outstanding voting securities,” as such terms are defined under the 1940 Act.

If the Merger does not occur, each Company will continue to operate pursuant to the Current Investment Advisory Agreement.

Prior to the May 3, 2019 in person meeting of the Boards, each Board was provided materials regarding both the Current Investment Advisory Agreement and the New Investment Advisory Agreement. Each Board discussed whether it would be in the best interests of the Company to approve the New Investment Advisory Agreement, to take effect in connection with the closing of the Merger. Each Board, including all of the Independent Directors, unanimously approved the New Investment Advisory Agreement and recommended that the New Investment Advisory Agreement be submitted to each Company’s stockholders for approval at the Special Meeting.

The stockholders of each Company are being asked at the Special Meeting to approve the New Investment Advisory Agreement between the Company and Oaktree for an initial term of two years. If the Company enters into the New Investment Advisory Agreement upon the closing of the Merger, the Current Investment Advisory Agreement would be terminated at such time.

Each Board believes that the approval of the New Investment Advisory Agreement is in the best interest of the Company and its stockholders and will benefit the Company. Each Company’s investment objective will remain unchanged as a result of the entry into the New Investment Advisory Agreement.

Following the completion of the Merger: (i) OCSL’s name will continue to be Oaktree Specialty Lending Corporation: (ii) OCSL will continue to be a business development company, (iii) stockholders of OCSL will still own the same amount and type of shares in the Company, (iv) the shares of common stock of OCSL will continue to be listed on the Nasdaq Global Select Market and (v) OCSL’s ticker symbol will remain “OCSL.”

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TABLE OF CONTENTS

Following the completion of the Merger: (i) OCSI’s name will continue to be Oaktree Strategic Income Corporation: (ii) OCSI will continue to be a business development company, (iii) stockholders of OCSI will still own the same amount and type of shares in the Company, (iv) the shares of common stock of OCSI will continue to be listed on the Nasdaq Global Select Market and (v) OCSI’s ticker symbol will remain “OCSI.”

If each Company and Oaktree do not enter into the New Investment Advisory Agreement, the Current Investment Advisory Agreement and the administration agreement with each Company, dated October 17, 2017 (the “Current Administration Agreement”) will remain in place, and the Company’s management will remain unchanged.

Merger Agreement

The Merger Agreement provides that Brookfield will acquire a majority economic interest in Oaktree. The obligation of the parties to complete the Merger is subject to customary closing conditions, including, without limitation (i) the adoption of the Merger Agreement by holders of Oaktree Capital Group, LLC’s Class A Units and Class B Units, voting together as a single class, representing a majority of the voting interests in Oaktree; (ii) the absence of any order or preliminary or permanent injunction preventing the consummation of the Merger; (iii) the expiration or termination of the applicable Hart-Scott-Rodino Antitrust Improvements Act waiting period and receipt of certain other required antitrust and other regulatory approvals, including, without limitation, from the Committee on Foreign Investment in the United States; (iv) the effectiveness of the registration statement pursuant to which the Brookfield Class A Shares to be issued as part of the share consideration will be registered; (v) approval from the New York Stock Exchange for the listing of the Brookfield Class A Shares to be issued as part of the share consideration; (vi) the completion of the mandatory and optional exchanges described in the Support Agreement, pursuant to which certain limited partners of OCGH will exchange their units in OCGH for Class A Units of Oaktree Capital Group, LLC and (vii) calculated as of a date between 5-10 days prior to closing, investment advisory clients representing at least 82.5% of the aggregate annualized investment advisory or similar fees of all Oaktree investment advisory clients (based upon assets under management as of February 28, 2019) calculated in accordance with the Merger Agreement, will have consented to the transactions, as described in the Merger Agreement. Each party’s obligation to consummate the Merger is subject to certain other conditions, including (a) the accuracy of the other party’s representations and warranties and (b) the other party’s compliance with its covenants and agreements contained in the Merger Agreement (in each case, subject to certain qualifications).

If a specified percentage of Oaktree’s clients (as measured by fee revenues calculated in accordance with the Merger Agreement) object to the Merger then neither party will be obligated to complete the Merger. If the Company’s stockholders do not vote to approve the New Investment Advisory Agreement, such objection will be taken into account when determining the specified consent percentage noted in (vii) above.

Each Board has been informed that Brookfield and Oaktree will use reasonable best efforts to assure compliance with the conditions of Section 15(f) of the 1940 Act with respect to each Company from and after the Closing, which provides that when a sale of securities or a controlling interest in an investment adviser occurs, the investment adviser or any of its affiliated persons cannot receive any amount or benefit in connection with the sale unless two conditions are satisfied: (1) for three years following the consummation of the Merger, at least seventy-five percent (75%) of the Board of each Company must not be “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 Act. Each Board may modify its numberAct) of members in accordance withOaktree Capital Management, L.P., and (2) during the applicable Company’s bylaws, except that no decrease intwo years after the number of directors shall shorten the term of any incumbent director. The NASDAQ Global Select Market (“NASDAQ”) requires that each Company maintain a majority of independent directors on its Board and provides that a director of a business development company is considered to be independent if he or she is notMerger, an “interested person”, as defined in Section 2(a)(19) of the 1940 Act. Therefore, under both the 1940 Act and applicable NASDAQ rules, a majority of the directors of each of the Boards is independent.

Under the restated certificate of incorporation of each of OCSL and OCSI, directors are divided into three classes. At each annual meeting of stockholders of each Company, the successors to the directors whose terms expire at such meeting will be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of his or her election or until his or her successor has been duly elected and qualified or any director’s earlier resignation, death or removal.

Messrs. Gamsin and Jacobson have been nominated forre-election to the Board of each of OCSL and OCSI for three-year terms expiring at the 2021 Annual Meeting of Stockholders of such Company. At OCSL’s Special Meeting of Stockholders on September 7, 2017, Messrs. Gamsin and Jacobson were elected to OCSL’s Board for a term commencing on October 17, 2017. At OCSI’s Special Meeting of Stockholders on September 7, 2017, Messrs. Gamsin and Jacobson were elected to OCSI’s Board for a term commencing on October 17, 2017.

No person being nominated by either Company as a director is being proposed for election pursuant to any agreement or understanding between any such person and that Company.

Any stockholder of OCSL or OCSI can vote for or withhold on each of the director nominees of OCSL or OCSI, respectively. Votes to “withhold authority” and brokernon-votes will“unfair burden” must not be included in determining the number of votes cast and, as a result, will have no effectimposed on the election 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 proxyFOR the election of the nominees named above. If a nominee should decline or be unable to serve as a director, it is intended that the proxy will be voted for the election of such person nominated by the applicable Board as a replacement. Neither Board has any reason to believe that any director nominee named will be unable or unwilling to serve.

Each Company’s Board unanimously recommends a vote “FOR” each of the applicable Company’s director nominees described in this joint proxy statement.

Director and Executive Officer Information

Directors

Information regarding each Company’s nominees for election as a director at the Annual Meeting and each Company’s continuing directors is as follows:

Name, Address, and

Age(1)

Company

Served

Company – Length of

time served;

Term of office

Principal Occupation(s)

During the Past Five Years

Other Directorships Held by

Director or Nominee Director

During the Past Five Years(2)

Interested Director

John B. Frank (61)

OCSL and OCSI

OCSL-Director since 2017; term expires in 2020

OCSI-Director since 2017; term expires in 2020

Oaktree’s Vice Chairman since 2014 and Managing Principal from 2006 to 2014.A member of the board of directors of Oaktree Capital Group, LLC (“OCG”) since 2007 and Chevron Corporation since October 2017.

Independent Directors

Richard W. Cohen (63)

OCSIOCSI-Director since 2016; term expires in 2019Partner in the law firm of Lowey Dannenberg, P.C. since 2015 and President from 2008 to 2014.Director of Crossroads Capital, Inc. from July 2015 to June 2016. Served as a director of MGT Capital Company from 2012 to 2013.

Richard P. Dutkiewicz (62)

OCSLOCSL-Director since 2010; term expires in 2019Independent financial and operational adviser since March 2012; Managing Director at Capital Insight, LLC, from March 2013 to November 2013. Independent financial and management consultant affiliated with Exxedus Capital Partners from September 2012 to March 2013.Member of the OCSI Board from May 2013 to October 2017. Served on the board of directors of Motor Sport Country Club Holdings, Inc., from May 2010 to April 2013.

Marc H. Gamsin* (62)

OCSL and OCSI

OCSL-Director since 2017; term expires, if elected, in 2021

OCSI-Director since 2017; term expires, if elected, in 2021

Head of AllianceBernstein’s Alternative Investment Management Group from 2010 to December 2017.Serves on the board of directors of Bet Tzedek and the board of trustees of Skirball Cultural Center.

Name, Address, and

Age(1)

Company

Served

Company – Length of

time served;

Term of office

Principal Occupation(s)

During the Past Five Years

Other Directorships Held by

Director or Nominee Director

During the Past Five Years(2)

Craig Jacobson* (65)

OCSL and OCSI

OCSL-Director since 2017; term expires, if elected, in 2021

OCSI-Director since 2017; term expires, if elected, in 2021

Partner of the law firm of Hansen, Jacobson, Teller, Hoberman, Newman, Warran, Richman, Rush, Kaller & Gellman LLP since 1987; Founder at New Form Digital since 2014; Founder at Whisper Advisors LLC since 2015.Serves on the board of directors of Tribune Entertainment, Expedia, and Charter Communications.

Richard G. Ruben (62)

OCSL and OCSI

OCSL-Director since 2017; term expires in 2019

OCSI-Director since 2017; term expires in 2019

Chief Executive Officer of the Ruben Companies, a real estate development and management business, since 1982.Member of the board of overseers of Weil Cornell Medicine

Bruce Zimmerman (60)

OCSL and OCSI

OCSL-Director since 2017; term expires in 2020

OCSI-Director since 2017; term expires in 2020

Chief Executive Officer and Chief Investment Officer of the University of Texas Investment Management Company from 2007 to October 2016.Member of the board of trustees for the CommonFund.

*Director nominee of each of OCSL and OCSI.
(1)The address of all directors is c/o Oaktree Specialty Lending Corporation or Oaktree Strategic Income Corporation, as applicable, 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071.
(2)Except as set forth in this table, no current director of either Company otherwise serves as a director of an investment company registered under the 1940 Act.

Biographical information regarding each Company’s directors is set forth below. We have divided the directors into two groups — independent director and interested directors. The interested director is an “interested person” of each Company, as defined in Section 2(a)(19) of the 1940 Act.

Executive Officers

The following persons serve as each Company’s executive officers in the following capacities:

Name

Age

OCSL Position

OCSI Position

Edgar Lee

41Chief Executive Officer and Chief Investment OfficerChief Executive Officer and Chief Investment Officer

Mel Carlisle

49Chief Financial Officer and TreasurerChief Financial Officer and Treasurer

Name

Age

OCSL Position

OCSI Position

Mathew Pendo

54Chief Operating OfficerChief Operating Officer

Kimberly Larin

49Chief Compliance OfficerChief Compliance Officer

Biographical Information

Independent Directors

Richard W. Cohen. Mr. Cohen has been a member of the OCSI Board since April 2016. Mr. Cohen is a partner of Lowey Dannenberg, P.C. (“Lowey”), a law firm that represents investors and directors in public companies, includingclosed-end funds. Mr. Cohen joined Lowey as an attorney in 1998 and served as the President of Lowey from 2008 to 2014. Mr. Cohen was a director of Crossroads Capital, Inc., a business development company, from July 2015 to June 2016 and served as a member of the valuation, audit and nominating committees. Mr. Cohen also served as a director of MGT Capital Company, a holding company, where he was also a member of its audit committee, from 2012 to 2013. Mr. Cohen is admitted to practice law in New York and Pennsylvania, and the bars of the U.S. Supreme Court, the U.S. Courts of Appeals for the 1st, 2nd, 3rd and 6th Circuits, and the U.S. District Courts for the Southern and Eastern Districts of New York, the Eastern District of Michigan and the Eastern District of Pennsylvania. Mr. Cohen received his undergraduate degree from Georgetown University and his Juris Doctor from the New York University School of Law. Mr. Cohen is a member of the National Board of Governors of the American Jewish Committee (AJC) and is the Regional President of AJC Westchester/Fairfield.

Mr. Cohen’s long experience with public company and business development company legal matters have made him a valuable contributor to OCSI Board deliberations.

Richard P. Dutkiewicz. Mr. Dutkiewicz has been a member of the OCSL Board since February 2010. He is an independent financial and operational adviser that works directly with private equity sponsors and hedge funds on their portfolio companies. These sponsors include Greenlight Capital Inc., KKR & Co. L.P., Sun Capital Partners, Inc. and ACON Investments, L.L.C. Prior to his current position, he was affiliated with Capital Insight, LLC, a private investment bank, from March 2013 to November 2013. Previously, he was affiliated with Exxedus Capital Partners from September 2012 to March 2013.

Mr. Dutkiewicz served as a member of the OCSI Board from May 2013 to October 2017. From May 2010 to April 2013, Mr. Dutkiewicz served on the board of directors of Motor Sport Country Club Holdings, Inc., which sells balancing technology for rotating devices in the automotive industry. From April 2010 to March 2012, Mr. Dutkiewicz was the executive vice president and chief financial officer of Real Mex Restaurants, Inc., which filed for bankruptcy in October 2011. Mr. Dutkiewicz previously served as chief financial officer of Einstein Noah Restaurant Group, Inc. from October 2003 to April 2010. From May 2003 to October 2003, Mr. Dutkiewicz was vice president-information technology of Sirenza Microdevices, Inc. In May 2003, Sirenza Microdevices, Inc. acquiredVari-L Company, Inc. From January 2001 to May 2003, Mr. Dutkiewicz was vice president-finance and chief financial officer ofVari-L Company, Inc. From April 1995 to January 2001, Mr. Dutkiewicz was vice president-finance, chief financial officer, secretary and treasurer of Coleman Natural Products, Inc., located in Denver, Colorado. Mr. Dutkiewicz’s previous experience includes senior financial management positions at Tetrad Corporation, MicroLithics Corporation and various divisions of United Technologies Corporation. Mr. Dutkiewicz began his career as an Audit Manager at KPMG LLP. Mr. Dutkiewicz received a B.B.A. degree from Loyola University of Chicago and passed the CPA exam in 1978.

Through his prior experiences as a vice president and chief financial officer at several public companies, including executive vice president and chief financial officer of Real Mex Restaurants, Inc. and chief financial officer of Einstein Noah Restaurant Group, Inc., Mr. Dutkiewicz brings business expertise, finance and audit skills to his Board service with OCSL. Mr. Dutkiewicz’s expertise, experience and skills closely align with OCSL’s operations, and his prior investment experience with managing public companies facilitates anin-depth

understanding of our investment business. Moreover, due to Mr. Dutkiewicz’s knowledge of and experience in finance and accounting, the OCSL Board determined that Mr. Dutkiewicz is an “audit committee financial expert” as defined under SEC rules. The foregoing qualifications led to the OCSL Board’s conclusion that Mr. Dutkiewicz should serve as a member of the OCSL Board.

Marc H. Gamsin. Mr. Gamsin has been a member of the OCSL and OCSI Boards since October 2017. Mr. Gamsin was the head of AllianceBernstein’s Alternative Investment Management Group, a fund of funds manager focused on hedge funds and private equity funds, from 2010 to December 2017. Prior to joining AllianceBernstein in 2010, Mr. Gamsin was the president of SunAmerica Alternative Investments, which managed a large portfolio of alternative investments for SunAmerica Inc., the domestic life and retirement savings arm of American International Group. Mr. Gamsin also served as SunAmerica’s Executive Vice President and a member of its Board of Directors, and was responsible for SunAmerica’s corporate development activities and legal affairs. Prior to joining SunAmerica in 1996, Mr. Gamsin was a partner of the law firm O’Melveny & Myers, where he represented investment fund sponsors and other financial services companies. Mr. Gamsin serves on the Board of Directors of Bet Tzedek, the Board of Trustees of the Skirball Cultural Center and the investment committee of the Broad Foundations and previously served on the Investment Committee of the J. Paul Getty Trust. Mr. Gamsin received a J.D. from New York University School of Law and holds a B.A. from Queens College.

Through his extensive work as an attorney representing investment fund sponsors and his positions with AllianceBernstein and SunAmerica, Mr. Gamsin brings valuable legal, business and investment expertise to his Board service with the Companies. The foregoing qualifications led to the conclusion of each Board that Mr. Gamsin should serve as a member of such Board.

Craig Jacobson. Mr. Jacobson has been a member of the OCSL and OCSI Boards since October 2017. Mr. Jacobson is a founder and partner with the law firm of Hansen, Jacobson, Teller, Hoberman, Newman, Warran, Richman, Rush, Kaller & Gellman LLP where he practices in the area of media business. Mr. Jacobson founded and operates New Form Digital, a venture with Discovery Media and ITV Studios which produces scripted short form online content, and Whisper Advisors, a boutique investment banking and advisory company. Mr. Jacobson serves on the Board of Directors of Tribune Entertainment, Expedia and Charter Communications. He is a member of the Audit and Compensation Committees of Expedia and Tribune Entertainment and chairs the Compensation Committee of Tribune Entertainment. Mr. Jacobson has previously served as a director of TicketMaster, Eventful and Aver Media. Mr. Jacobson received a J.D. from the George Washington University Law School and holds a B.A. from Brown University.

Through his membership of the Board of Directors of several companies, Mr. Jacobson brings extensive experience as the director of both private and public companies to the Boards. Mr. Jacobson’s services on the Audit and Compensation Committees of Expedia and Tribune Entertainment provides Mr. Jacobson with the knowledge and skills to significantly contribute to the committees of the Boards. The foregoing qualifications led to the conclusion of each Board that Mr. Jacobson should serve as a member of such Board.

Richard G. Ruben. Mr. Ruben has been a member of the OCSL and OCSI Boards since October 2017. Mr. Ruben has over 25 years of experience as the Chief Executive Officer of Ruben Companies. Ruben Companies develops, manages and invests in commercial and residential properties in New York, Washington D.C. and Boston. Mr. Ruben also founded Workspeed Holdings, LLC, which developed internet-based applications for property management workflow. Mr. Ruben is a member of the Board of Overseers of Weill Cornell Medicine and has previously served on the boards of Prep for Prep, the National Building Museum and Horace Mann School. Mr. Ruben served for five years on the Real Estate Advisory Committee of the New York State Common Retirement Fund. Mr. Ruben is a graduate of Amherst College and Harvard Law School.

Through his extensive executive experience with the Ruben Companies and Workspeed Holdings, LLC, Mr. Ruben brings valuable business, investment and leadership experience to the Boards and the Companies. The foregoing qualifications led to the conclusion of each Board that Mr. Ruben should serve as a member of such Board.

Bruce Zimmerman. Mr. Zimmerman has been a member of the OCSL and OCSI Boards since October 2017. Mr. Zimmerman was the Chief Executive Officer and Chief Investment Officer of the University of Texas Investment Management Company (“UTIMCO”) from 2007 until 2016. UTIMCO is the second largest investor of discretionary university assets worldwide. Before joining UTIMCO, Mr. Zimmerman was Chief Investment Officer and Global Head of Pension Investments at Citigroup. Mr. Zimmerman also served as Chief Financial Officer and Chief Administrative Officer of Citigroup Alternate Investments, which invests proprietary and client capital across a range of hedge fund, private equity, real estate and structured credit vehicles. Prior to his work at Citigroup, Mr. Zimmerman spent thirteen years at Texas Commerce Bank/JP Morgan Chase in a variety of capacities including Merger & Acquisition Investment Banking, Internet and ATM Retail Management, Consumer Marketing and Financial Planning, Strategy and Corporate Department. Mr. Zimmerman is Vice Chairman of the Board of Trustees for the CommonFund, a nonprofit asset management firm, and previously served on the Investment Committee for the Houston Endowment. Mr. Zimmerman was previously the International President of the B’nai B’rith Youth Organization. Mr. Zimmerman received an MBA from Harvard Business School and graduated Magna Cum Laude from Duke University.

Mr. Zimmerman’s executive experience brings extensive business, investment and management expertise to his Board service. His previous positions as Chief Financial Officer and Chief Accounting Officer bring valuable financial oversight skills to the Boards. Due to such experience and Mr. Zimmerman’s knowledge of and experience in finance and accounting, each Board determined that Mr. Zimmerman is an “audit committee financial expert” as defined under SEC rules. Mr. Zimmerman’s many experiences also make him skilled in leading committees requiring substantive expertise, including serving as the chair of the audit committee of each of the Boards. The foregoing qualifications led to the conclusion of each Board that Mr. Zimmerman should serve as a member of such Board.

Interested Director

John B. Frank. Mr. Frank has been a member of the OCSL and OCSI Boards since October 2017. Mr. Frank has been Oaktree’s Vice Chairman since 2014 and has served on the board of directors of OCG since 2007. Prior to holding this position, Mr. Frank served as Oaktree’s Managing Principal from 2006 to 2014 and served as Oaktree’s General Counsel from 2001 to 2006. As Managing Principal of Oaktree, Mr. Frank was the firm’s principal executive officer and was responsible for all aspects of the firm’s management. Prior to joining Oaktree, Mr. Frank was a partner of the law firm Munger, Tolles & Olson LLP, where he managed a number of notable mergers and acquisitions transactions. While at that firm, he served as primary outside counsel to public and privately-held corporations and as special counsel to various boards of directors and special board committees. Prior to joining Munger, Tolles & Olson LLP in 1984, Mr. Frank served as a law clerk to the Honorable Frank M. Coffin of the United States Court of Appeals for the First Circuit. He is a member of the State Bar of California and, while in private practice, was listed in Woodward & White’sBest Lawyers in America. Mr. Frank is a member of the Board of Directors of Chevron Corporation and a Trustee of Wesleyan University, Polytechnic School, Good Samaritan Hospital of Los Angeles and the XPRIZE Foundation. Mr. Frank holds a B.A. with honors from Wesleyan University and a J.D.magna cum laude from the University of Michigan Law School where he was Managing Editor of theMichigan Law Review and a member of the Order of the Coif.

Mr. Frank’s position as Oaktree’s Vice Chairman and member of the board of directors of OCG and prior positions as Oaktree’s Managing Principal and General Counsel gives him deep knowledge of Oaktree’s operations, capabilities and business relationships. Mr. Frank’s experience as counsel to board of directors and special board committees brings valuable legal insight to the Boards. The foregoing qualifications led to the conclusion of each Board that Mr. Frank should serve as a member of such Board.

Executive Officers

Edgar Lee. Mr. Lee has served as Chief Executive Officer and Chief Investment Officer of OCSL and OCSI since October 2017. Mr. Lee has been a Managing Director at Oaktree and has served as the portfolio manager

for Oaktree’s Strategic Credit strategy since 2013. From 2010 to 2013, Mr. Lee was a Senior Vice President within Oaktree’s Distressed Debt group and led a number of the group’s investments in the media, technology and telecom industries. Prior to joining Oaktree in 2007, Mr. Lee worked within the Investment Banking division at UBS Investment Bank in Los Angeles, where he was responsible for advising clients on a number of debt and preferred stock restructurings, leveraged financings,buy-side and sell-side M&A, mezzanine financings and recapitalizations. Before that, he was employed within the Fixed Income division at Lehman Brothers Inc. Prior experience includes work at Katzenbach Partners LLP and the Urban Institute. Mr. Lee serves as a director of Neo Performance Materials and previously served on the boards of Nine Entertainment and Charter Communications. Mr. Lee received a B.A. degree in economics from Swarthmore College and an M.P.P. with a concentration in applied economics from Harvard University.

Mel Carlisle. Mr. Carlisle has served as Chief Financial Officer of OCSL and OCSI since October 2017 and Treasurer of OCSL and OCSI since November 2017. Mr. Carlisle has been a Managing Director and Head of the Distressed Debt fund accounting team within theClosed-end Funds accounting group at Oaktree since 2006. He joined Oaktree in 1995. Prior thereto, Mr. Carlisle was a manager in the Client and Fund Reporting Department of The TCW Group, Inc. Previously, he was employed in the Financial Services Group in Price Waterhouse’s Los Angeles office. Mr. Carlisle received a B.A. degree in economics and accounting from Claremont McKenna College. He is a Certified Public Accountant (inactive).

Mathew Pendo. Mr. Pendo has served as the Chief Operating Officer of OCSL and OCSI since October 2017 and currently serves as Managing Director, Head of Corporate Development and Capital Markets for Oaktree, which he joined in 2015. Prior to joining Oaktree, Mr. Pendo was at the investment banking boutique of Sandler O’Neill Partners, where he was a managing director focused on the financial services industry. Prior thereto, Mr. Pendo was the chief investment officer of the Troubled Asset Relief Program (TARP) of the U.S. Department of the Treasury, where he was honored with the Distinguished Service Award. There, he built and managed a team of 20 professionals overseeing the Treasury’s $200 billion TARP investment activities across multiple industries including AIG, GM and the banks, and all levels of the capital structure. Mr. Pendo began his career at Merrill Lynch, where he spent 18 years, starting in their investment banking division before becoming managing director of the technology industry group. Subsequently, Mr. Pendo was a managing director at Barclays Capital, first serving asco-head of U.S. Investment Banking and thenco-head of Global Industrials group. He received a bachelor’s degree in economics from Princeton University, cum laude and is a board member of SuperValu Inc.

Kimberly Larin.Ms. Larin has served as Chief Compliance Officer of OCSL and OCSI since October 2017 and currently serves as a Managing Director in Compliance for Oaktree and the Chief Compliance Officer of Oaktree’s mutual funds. Prior to joining Oaktree in 2002, Ms. Larin spent six years at Western Asset Management Company as a compliance officer. Ms. Larin received a B.S. degree in business administration with an emphasis in marketing from Oklahoma State University.

Board Leadership Structure

Each Board monitors and performs oversight roles with respect to the applicable Company’s business and affairs, including with respect to investment practices and performance, compliance with regulatory requirements and the services, expenses and performance of service providers. Among other things, each Board approves the appointment of the applicable Company’s investment adviser and executive officers, reviews and monitors the services and activities performed by each Company’s investment adviser and executive officers and approves the engagement of, and reviews the performance of, the independent registered public accounting firm.

Under the respective bylaws of OCSL and OCSI, each Board may designate a chairman to preside over the meetings of such Board and meetings of stockholders and to perform such other duties as may be assigned to him or her by the respective Board. Neither Company has a fixed policy as to whether the chairman of the Board should be an independent director; each Company believes that it should maintain the flexibility to select the

chairman and reorganize its leadership structure, from time to time, based on the criteria that is in such Company’s best interests and the best interests of such Company’s stockholders at such times. Each Board has established corporate governance procedures to guard against, among other things, an improperly constituted Board. Pursuant to each Company’s Corporate Governance Policy, whenever the chairman of such Board is not an independent director, the chairman of such Company’s Nominating and Corporate Governance Committee or, if there has been appointed a lead independent director, the lead independent director will act as the presiding independent director at meetings of the“Non-Management Directors” (which will include the independent directors and other directors who are not officers of such Company even though they may have another relationship with that Company or its management that prevents them from being independent directors). Currently, Mr. Gamsin serves as the designated lead independent director of each Board.

Presently, Mr. John B. Frank serves as the Chairman of each of the Boards. Mr. Frank’s familiarity with Oaktree’s investment platform and extensive knowledge of the financial services industry qualify him to serve as the Chairman of each Company. Each Company believes that it is best served through this existing leadership structure, as Mr. Frank’s relationship with Oaktree provides an effective bridge and encourages an open dialogue between Oaktree and the respective Board.

As previously disclosed in their respective Annual Reports on Form10-K for the fiscal year ended September 30, 2017, each Company has identified a material weakness in internal control over financial reporting because such Company did not design or maintain effective controls to internally communicate current accounting policies and procedures including the nature of supporting documentation required to validate certain portfolio company data. However, each Company does not believe such identification of a material weakness in internal control over financial reporting was the result of a deficiency in Board oversight or independence because, among other things, the members of such Company’s Audit Committee, including the chairman, are all independent directors and provide appropriate oversight of such Company’s financial reporting and financial statements. Remediation actions with respect to this material weakness remain in progress.

Each Company’s corporate governance practices include regular meetings of its independent directors in executive session without the presence of interested directors and management, the establishment of an Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee comprised solely of independent directors and the appointment of a chief compliance officer, with whom the independent directors of such Company meet with in executive session at least once a year, for administering the Company’s compliance policies and procedures. While certainnon-management members of each Board may participate on the boards of directors of other public companies, each Company monitors such participation to ensure it is not excessive and does not interfere with their duties to such Company.

Boards’ Role In Risk Oversight

Each Board performs its risk oversight function primarily through (i) four standing committees, which report to the applicable Board and, with the exception of theCo-Investment Committee, are comprised solely of independent directors, and (ii) active monitoring by such Company’s chief compliance officer and its compliance policies and procedures.

As described below in more detail, each Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee andCo-Investment Committee assists the applicable Board in fulfilling its risk oversight responsibilities. Each Audit Committee’s risk oversight responsibilities include overseeing the applicable Company’s accounting and financial reporting processes, systems of internal controls regarding finance and accounting, and audits of the applicable Company’s financial statements, as well as the establishment of guidelines and making recommendations to the applicable Board regarding the valuation of the applicable Company’s loans and investments. Each Compensation Committee’s risk oversight responsibilities include reviewing and approving the reimbursement by the applicable Company of the compensation of its chief financial officer and chief compliance officer and their staffs and othernon-investment professionals at Oaktree

that perform duties for such Company. Each Nominating and Corporate Governance Committee’s risk oversight responsibilities include selecting, researching and nominating directors for election by the applicable Company’s stockholders, developing and recommending to the applicable Board a set of corporate governance principles and overseeing the evaluation of such Board and management.

Each Board also performs its risk oversight responsibilities with the assistance of such Company’s chief compliance officer. Each Board annually reviews a written report from the Company’s chief compliance officer discussing the adequacy and effectiveness of the compliance policies and procedures of each respective Company. The chief compliance officer’s annual report addresses: (i) the operation of the compliance policies and procedures of the Company, its investment adviser and certain other entities since the last report; (ii) any material changes to such policies and procedures since the last report; (iii) any recommendations for material changes to such policies and procedures as a result of the chiefsale of such interest. This includes, for the avoidance of doubt, compliance officer’s annual review;with the Section 15(f) covenant in the asset purchase agreement related to the appointment of Oaktree Capital Management, L.P. as the investment adviser to the Companies, dated as of July 13, 2017, by and (iv)among Oaktree Capital Management, L.P., Fifth Street Management LLC, Fifth Street Asset Management Inc. and Fifth Street Holdings L.P.

The Independent Directors of each Company do not have any compliance matterinterest in the Mergers. In considering the recommendation of each Board that has occurred sincestockholders “APPROVE the dateNew Investment Advisory Agreement, stockholders should be aware and take into account the fact that certain interested directors and officers of each Company have interests in the Merger that may be different from, or in addition to, the interests of stockholders generally and that may create potential conflicts of interest. These interests include, among others, the right to participate in an exchange for cash of OCGH units following the completion of the last report about whichmergers, the Board would reasonably needright to knowacquire Brookfield’s interests in the Oaktree operating group in certain circumstances, the right to oversee compliance. In addition, each Company’s chief compliance officer meetsreceive certain

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payments in executive session withrespect of a tax receivable agreement and pursuant to an exchange agreement, and the applicable Board’s independent directors at least once a year.

Each Company believes that the roleright to accelerated vesting of the Boardcertain equity awards in risk oversight is effectivecertain circumstances and appropriate given the extensive regulationrights to which it is already subject as a business development company. As business development companies, the Companies are required to comply with certain regulatory requirements that control the levelscontinuing indemnification and directors’ and officers’ liability insurance. Further, John Frank, an interested director of risk in their respective businesses and operations.

Transactions with Related Persons

As of October 17, 2017, each Company, is externally managed by Oaktree pursuant to an investment advisory agreement (each,officer and director of Oaktree. He has an “Investment Advisory Agreement” and together, the “Investment Advisory Agreements”). Mr. John B. Frank, an interested member of each Board, has a direct or indirect pecuniaryequity interest in Oaktree. OaktreeAccordingly, Mr. Frank would receive a material monetary benefit from the closing of the Merger that reflects this pro rata interest in Oaktree. Each Board was aware of and carefully considered these interests, among other matters, in evaluating the terms and structure of the mergers and in recommending that stockholders of each Company “APPROVE” the New Investment Advisory Agreement.

Overview of the New Investment Advisory Agreement

A copy of the form of the New Investment Advisory Agreement for each Company is attached to this joint proxy statement as Exhibit A (for OCSL) and Exhibit B (for OCSI). The following description of the material terms of the New Investment Advisory Agreement is only a summary and is qualified in its entirety by reference to Exhibit A. A copy of the form of the New Investment Advisory Agreement marked to show changes from the Current Investment Advisory Agreement is attached to this proxy statement as Exhibit C (for OCSL) andExhibit D (for OCSI).

Management Services

The Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, that is partially and indirectly owned by OCG.

Under OCSL’samended. If the New Investment Advisory Agreement is approved by the stockholders of each Company, upon closing of the Merger and subject to the overall supervision of each Company’s Board, Oaktree will continue to manage the day-to-day operations of the Companies and provide the Companies with investment advisory services. Under the proposed terms of the New Investment Advisory Agreement and with respect to each Company, Oaktree will continue to:

determine the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes;
identify, evaluate and negotiate the structure of the investments we make;
execute, close, monitor and service the investments we make;
determine what securities and other assets we purchase, retain or sell;
perform due diligence on prospective portfolio companies; and
provide us with such other investment advisory, research and related services as we may, from time to time, reasonably require for the investment of our funds.

Oaktree’s services under the New Investment Advisory Agreement will not be exclusive and it will generally be free to furnish similar services to other entities so long as its services to us are not impaired.

Management Fee

There is no proposed change in the management fees payable by either Company to Oaktree equal (a)for investment advisory services under the New Investment Advisory Agreement. The Companies will continue to pay Oaktree a base management fee and an incentive fee. The cost of both the base management fee payable to Oaktree and any incentive fees earned by Oaktree will ultimately be borne by each Company’s common stockholders.

Duration and Termination

If each Company’s stockholders approve the New Investment Advisory Agreement, unless earlier terminated as described below, the New Investment Advisory Agreement will remain in effect for two years from the date of its execution and thereafter from year-to-year if approved annually by the Board or by the affirmative vote of the holders of a majority of our outstanding voting securities, including, in either case, approval by a majority of our directors who are not interested persons. Like the Current Investment Advisory Agreement, the New Investment Advisory Agreement will automatically terminate in the event of its assignment. The New Investment Advisory Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other. The New Investment Advisory Agreement may also be terminated, without penalty, upon the vote of a majority of our outstanding voting securities.

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Indemnification

The New Investment Advisory Agreement, like the Current Investment Advisory Agreement, provides that, absent willful misfeasance, bad faith or gross negligence in the performance of their respective duties or by reason of the reckless disregard of their respective duties and obligations, Oaktree and its officers, managers, partners, agents, employees, controlling persons, members (or their owners) and any other person or entity affiliated with it, are entitled to indemnification from us for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of Oaktree’s services under the New Investment Advisory Agreement or otherwise as our investment adviser.

Administrative Services

The Oaktree Administrator will continue to provide administrative services to the Companies necessary for the operations of each Company, which include providing office facilities, equipment, clerical, bookkeeping and record keeping services at such facilities and such other services as the Oaktree Administrator, subject to review by each Board, shall from time to time deem to be necessary or useful to perform its obligations under the Current Administration Agreement. The Oaktree Administrator may, on behalf of either Company, conduct relations and negotiate agreements with custodians, trustees, depositories, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. The Oaktree Administrator may also continue to offer to provide, on each Company’s behalf, managerial assistance to such Company’s portfolio companies.

Information about Executive Officers and Leadership

Upon the closing of the Merger, both Brookfield and Oaktree will continue to operate their respective businesses independently, with each remaining under its current brand and led by its existing management and investment teams. Howard Marks will continue as Co-Chairman of Oaktree, Bruce Karsh as Co-Chairman and Chief Investment Officer, and Jay Wintrob as Chief Executive Officer. Howard Marks and Bruce Karsh will continue to have operating control of Oaktree as an independent entity for the foreseeable future. In addition, Howard Marks will join Brookfield’s board of directors. There are no anticipated changes to fund-level governance, investment committees or investment teams.

Board Approval of the New Investment Advisory Agreements

Each Board met in person with Oaktree to consider the applicable New Investment Advisory Agreement on May 3, 2019. At the in-person meeting of each Board held on May 3, 2019, each Board, including all of the Independent Directors, unanimously approved the applicable New Investment Advisory Agreement. The Independent Directors met separately with independent counsel in connection with their review of the New Investment Advisory Agreement and the Merger. In reaching its decision to approve the New Investment Advisory Agreement, each Board, including all of the Independent Directors, reviewed a significant amount of information, which had been furnished by Oaktree at the request of independent counsel, on behalf of the Independent Directors. In reaching a decision to approve the New Investment Advisory Agreement, each Board considered, among other things:

the nature, extent and quality of services to be performed by Oaktree;
the investment performance of the Company and other funds managed by Oaktree with a similar investment objective to such Company;
the expected costs of services to be provided and the anticipated profits to be realized by Oaktree and its affiliates from their relationship with the Company;
the possible economies of scale that would be realized due to the Company’s growth;
whether fee levels reflect such economies of scale for the benefit of investors;
comparisons of services to be rendered to and fees to be paid by the Company with the services provided by and the fees paid to other investment advisers and the services provided to and the fees paid by other Oaktree clients; and
whether consummation of the Merger would have any impact on the above considerations.

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Each Board also noted that the New Investment Advisory Agreement would retain the existing fee structure under the applicable Current Investment Advisory Agreement and that no terms would change in the New Investment Advisory Agreements other than the date.

Nature, Extent and Quality of Services to be Provided

Each Board considered Oaktree’s specific responsibilities in all aspects of day-to-day investment management of the Companies, noting that the services to be provided under the New Investment Advisory Agreement are identical to those services provided by Oaktree under the Current Investment Advisory Agreement. Each Board also noted Oaktree’s representations that the consummation of the Merger is not expected to have any impact on Oaktree’s day-to-day operations or the services it provides to the Companies.

In considering the nature, extent and quality of the investment management services to be provided by Oaktree, the Boards noted that it had previously reviewed the written responses of Oaktree to initial and supplemental inquiries from independent counsel on behalf of the Independent Directors, which included, among other things, information about the background and experience of its management and investment professionals.

The Boards noted that Oaktree is a global alternative asset manager with more than $119 billion of assets under management as of December 31, 2018, including more than $66 billion invested in credit-oriented investment strategies. They further discussed the scale of Oaktree’s operations, noting that as of December 31, 2018 Oaktree had more than 300 investment professionals and offices located in 18 cities across 13 countries. The Boards also noted Oaktree’s 20-plus years of experience in managing credit strategies, and its general client base, including 73 of the 100 largest pension funds, 38 state retirement plans in the U.S., more than 400 corporations, over 340 university, charitable and other endowments and foundations, over 15 sovereign wealth funds and over 350 other non-U.S. institutional investors. The Boards noted that the investment teams of Oaktree would not be combined with Brookfield as a result of the Merger, and that there were no expected plans to alter the composition of the Oaktree investment team as a result of the Merger.

The Boards noted that, since 2005, Oaktree’s credit strategies have invested approximately $12 billion across 250 directly originated loans. The Boards discussed the Oaktree team’s significant experience in private credit and direct lending. The Boards discussed Oaktree’s approach to direct lending, including the focus on proprietary opportunities, high quality portfolio companies and a rigorous approach to due diligence and structuring, as well as the investment process followed by Oaktree’s Strategic Credit team. Each Board also discussed the experience of the key personnel of Oaktree, including the individuals who serve as executive officers for each Company. They noted that the Strategic Credit team consists of 24 investment professional, led by Edgar Lee, with more than 250 years’ of combined investment experience, and that the Strategic Credit team had more than doubled its headcount since Oaktree became the investment adviser to the Companies in October 2017, which contributed to the progress Oaktree has made in improving each Company’s portfolio. They also observed that the Strategic Credit team has access to nearly 300 other investment professionals across Oaktree, and approximately 700 operational support professionals. Each Board further discussed the experience and credentials of the team, noting the diverse array of backgrounds among team members, including former investment bankers, corporate/restructuring/finance lawyers, a doctor, private equity investors and management consultants. The Boards also noted Oaktree’s robust legal and compliance platform and dedicated resources within the Strategic Credit team, and that the legal and compliance platform and resources were not contemplated to be combined with Brookfield as a result of the Merger.

The Boards also considered other investment management services provided to each Company, such as monitoring adherence to the Company’s investment restrictions and monitoring compliance with various Company policies and procedures and with applicable securities laws and regulations. The Boards discussed Oaktree’s cyber security programs and those of its service providers. Based on the factors above, as well as those discussed below, each Board concluded that it was satisfied with the nature, extent and quality of the services provided to each Company by Oaktree, which would continue under the New Investment Advisory Agreement.

Investment Performance

The Boards discussed the investment performance of each Company compared to a peer group of comparable business development companies (“BDCs”). The Boards noted that, for the one-year period ended December 31, 2018, OCSL’s net investment income per share trailed the median of its peer group but its net asset value per share had increased significantly more than the median of its peer group. The Boards noted that,

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for the one-year period ended December 31, 2018, OCSI’s net investment income per share and was below the median for its peer group, and its net asset value per share had decreased more than the median of its peer group. The Boards noted that Oaktree had assumed management of the Companies on October 17, 2017, and that Oaktree was still in the process of transitioning each Company’s portfolio out of legacy positions of the Companies’ prior investment adviser. In that regard, the Board noted improvements in the credit quality of each Company’s portfolio and value that Oaktree had been able to realize for each Company in disposing of legacy positions. The Board also discussed that each Company’s stock was trading at a lower discount to net asset value than at the time Oaktree became the investment adviser. Each Board determined that it was satisfied with each Company’s performance since Oaktree became its investment adviser.

Comparison of the Management Fee and Expense Ratio to Other Business Development Companies

Each Board reviewed and considered comparative data with respect to the expense ratios and the amount and structure of the expenses paid by each Company’s peer group. The Boards noted that the current fee structures under each Current Investment Advisory Agreement would remain in place, with OCSL’s base management fee being the same as the median for its peer group and OCSI’s base management fee being lower than the median of base management fees charged by its peer group. The Board of OCSL also noted that, upon the effectiveness of the 150% asset coverage requirement provided in Section 61(a)(2) of the 1940 Act, the base management fee for OCSL will be calculated at an annual rate of 1.00% of the value of OCSL’s total gross assets, including any investments made with borrowings, but excluding cash and cash equivalents, that exceeds the product of (i) 200% (calculated in accordance with the 1940 Act and giving effect to exemptive relief OCSL received with respect to debentures issued by a small business investment company subsidiary) and (ii) OCSL’s net assets.

The Boards then noted that the 17.5% rate on both components of the incentive fee for each Company was below the median for its peer group.

The Boards also noted that the hurdle rate for each Company is lower than the peer group median and would remain unchanged from the Current Investment Advisory Agreement. The Boards also took into account the extent to which the hurdle was consistent with the intention of each Company to reposition its portfolio into lower-risk investments. Noting that the broader middle market has experienced yield compression, the Boards are of the view that the hurdle rate remains appropriate for the current low interest rate environment and that it may allow for a more stable net asset value for the Companies and return on equity for each Company’s stockholders over the long-term.

The Boards also noted the current fee structures for Oaktree’s other accounts and funds with strategies that most closely resemble each Company’s present investment strategy. The Boards noted that Oaktree managed a private BDC, Oaktree Strategic Income II, Inc., which follows a strategy similar to OCSI and has a similar fee structure. The Boards took into account the various factors that contributed to the differences in fees charged to Oaktree’s clients, including the extensive regulatory overlay associated with the Companies that may not apply to other clients.

The Boards discussed the administration agreement in place for each Company, noting that an affiliate of Oaktree was entitled to be reimbursed for each Company’s allocable portion of overhead and other expenses incurred by the administrator in providing services to the Company, including the allocable portion of the rent of a Company’s principal executive offices and the costs of compensation and related expenses of the chief financial officer, chief compliance officer, their staffs and other non-investment personnel who perform duties for the Company. The Boards noted that the administrator was reimbursed at cost, with no profit, for such expenses and that Oaktree had a robust infrastructure to allocate expenses to clients, including the Companies.

The Boards also took into account that Oaktree previously entered into a two-year contractual fee waiver with each Company, expiring in October 2019, to waive, to the extent necessary, any management or incentive fees under the New Investment Advisory Agreement that exceed what would have been paid in the aggregate under the Companies’ prior investment advisory agreements with Fifth Street Management. Based on the information reviewed and the considerations detailed above, each Board, including the Independent Directors, concluded that the fee and expense structure is fair and reasonable in relation to the services provided by Oaktree, which would continue under the New Investment Advisory Agreement.

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Profitability of the Investment Advisory Agreements to Oaktree

The Boards considered the profitability of Oaktree’s relationship with each Company. The Boards discussed Oaktree’s expenses related to fulfilling its obligations pursuant to the Current Investment Advisory Agreements and noted that such expenses were not expected to change under the New Investment Advisory Agreements. Each Board determined that Oaktree’s profitability with respect to each Company was reasonable in relation to the services provided.

Economies of Scale

Each Board considered whether Oaktree had experienced economies of scale in connection with its management of a Company, and whether it was likely to experience economies of scale in the future. The Boards noted that Oaktree had experienced modest economies of scale related to sharing certain fixed costs across a larger asset base within the Strategic Credit team, but that such economies of scale were not material and were not expected to increase in the future. The Boards noted that the fee structure under the New Investment Advisory Agreements would be the same as under the Current Investment Advisory Agreements, and that they would have the opportunity to receive updates in the future regarding any economies of scale realized by Oaktree from its management of the Companies.

The Merger

The Boards also received substantial information about Brookfield, including information about its business and resources, The Boards were satisfied that the Merger would not result in any adverse consequences for the Companies. In that regard, the Boards noted representations from Oaktree and Brookfield that the consummation of the Merger was not expected to result in any changes to the services Oaktree provides to the Companies, or the personnel providing those services.

Conclusions

No single factor was determinative of the decision of each Board, including all of the Independent Directors, to approve the New Investment Advisory Agreement and individual directors may have weighed certain factors differently. Throughout the process, the Independent Directors were advised by independent counsel. Following this process, each Board, including all of the Independent Directors, unanimously voted to approve the New Investment Advisory Agreement subject to stockholder approval.

EACH BOARD, INCLUDING EACH OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE NEW INVESTMENT ADVISORY AGREEMENT.

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PROPOSAL 2 — APPROVAL OF APPLICATION OF REDUCED
ASSET COVERAGE REQUIREMENTS IN SECTION 61(a)(2) OF THE 1940 ACT TO OCSL WHICH WOULD PERMIT OCSL TO DOUBLE THE MAXIMUM AMOUNT OF LEVERAGE THAT IT IS PERMITTED TO INCUR BY REDUCING THE ASSET COVERAGE REQUIREMENTS APPLICABLE TO OCSL FROM 200% TO 150%

Background and 1940 Act Requirements

OCSL is a closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. The 1940 Act contains asset coverage requirements which limit the ability of BDCs to incur leverage. Historically, BDCs were generally only allowed to borrow amounts by issuing debt securities or preferred stock (collectively referred to as “senior securities”) if the BDC’s asset coverage, as defined in the 1940 Act, equaled at least 200% after such borrowing. For purposes of the 1940 Act, “asset coverage” means the ratio of (1) the total assets of a BDC, less all liabilities and indebtedness not represented by senior securities, to (2) the aggregate amount of senior securities representing indebtedness (plus, in the case of senior securities represented by preferred stock, the aggregate involuntary liquidation preference of such preferred stock).

On March 23, 2018, the Small Business Credit Availability Act (the “SBCAA”) was enacted into law. The SBCAA, among other things, amended Section 61(a) of the 1940 Act to add a new Section 61(a)(2) that reduces the asset coverage requirements applicable to BDCs from 200% to 150%, which permits a BDC to double the maximum amount of leverage that it is permitted to incur, so long as the BDC meets certain disclosure requirements and obtains certain approvals. The reduced asset coverage requirements would permit a BDC to have a debt to equity ratio of a maximum of 2x (i.e. $2 of debt outstanding for each $1 of equity) as compared to a maximum of 1x (i.e. $1 of debt outstanding for each $1 of equity) under the 200% asset coverage requirement. Effectiveness of the reduced asset coverage requirement to a BDC requires approval by either (1) a “required majority,” as defined in Section 57(o) of the 1940 Act, of such BDC’s board of directors with effectiveness one year after the date of such approval or (2) a majority of votes cast at a special or annual meeting of such BDC’s stockholders at which a quorum is present, which can be effective as soon as the day after such stockholder approval.

At a meeting of the OCSL Board held on February 1, 2019, the OCSL Board, including a “required majority” of OCSL’s directors, as defined in Section 57(o) of the 1940 Act, approved the application of the reduced asset coverage requirement in Section 61(a)(2) of the 1940 Act, which, when effective, will have the effect of permitting OCSL to incur double the maximum amount of leverage that it is currently permitted to incur, as being in the best interests of OCSL and its stockholders, and, as a result, and subject to certain additional disclosure requirements as described below and provided such approval is not later rescinded, the reduced asset coverage requirements will apply to OCSL effective as of February 1, 2020 (unless Proposal 2 is approved by OCSL’s stockholders at the Special Meeting, in which case the reduced asset coverage requirements will apply, and OCSL can incur additional leverage, effective the first day after such approval).

In addition, the OCSL Board subsequently determined that it is advisable and in the best interests of OCSL and its stockholders that the reduced asset coverage requirements for senior securities in Section 61(a)(2) of the 1940 Act apply to OCSL as soon as practicable. Therefore, the OCSL Board has decided to seek approval from OCSL’s stockholders at the Special Meeting of Proposal 2 in order to potentially accelerate the effectiveness of the reduced asset coverage requirement. If Proposal 2 is approved by OCSL’s stockholders at the Special Meeting, the asset coverage required for OCSL’s senior securities will be 150% rather than 200% and OCSL will be permitted to incur double the maximum amount of leverage that it is currently permitted to incur commencing on the first day after such approval. If Proposal 2 is not approved by OCSL’s stockholders, OCSL currently intends to continue to operate within the 200% asset coverage requirements in accordance with its current investment strategy until February 1, 2020, provided the approval from OCSL’s Board is not rescinded prior thereto.

As of March 31, 2019, OCSL had $1.54 billion in total assets and $592.18 million in borrowings. If Proposal 2 is approved by OCSL’s stockholders at the Special Meeting, reducing the asset coverage requirements applicable to OCSL from 200% to 150% would permit OCSL to borrow up to approximately $923.5 million in additional capital based on OCSL’s balance sheet as of March 31, 2019. See “—Fees and Expenses.”

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Recommendation and Rationale

The OCSL Board has approved and unanimously recommended that OCSL’s stockholders vote in favor of Proposal 2 and the application of the reduced asset coverage requirements in Section 61(a)(2) of the 1940 Act to OCSL, which would permit OCSL to incur double the maximum amount of leverage that it is currently permitted to incur. The OCSL Board’s consideration of Proposal 2 was unrelated to Proposal 1. The OCSL Board previously approved the application of the reduced asset coverage requirements at its February 2019 meeting and later determined to seek stockholder approval. In reaching its decision to recommend Proposal 2, the OCSL Board, including all of the Independent Directors, considered, among other things, the following factors related to Proposal 2:

the additional flexibility to manage OCSL’s capital to take advantage of attractive investment opportunities and flexibility to delay potential equity capital raises until times when the trading price of OCSL’s common stock exceeds net asset value per share;
OCSL’s investment strategy and focus on first and second lien senior secured loans;
the ability to broaden OCSL’s portfolio;
the potential impact (both positive and negative) on net investment income, return to stockholders and net asset value;
the additional flexibility to make distributions required to maintain OCSL’s tax status as a regulated investment company without violating the 1940 Act; and
the impact on fees payable by OCSL to the Adviser.

OCSL stockholders should also consider the effects that increased leverage could have on OCSL, including the following:

additional leverage may increase OCSL’s exposure to risks associated with changes in interest rates;
additional leverage could increase the risk in investing in OCSL;
OCSL will need to redeem or amend its 5.875% senior notes due 2024 (the “2024 Notes”) and further refinance its senior secured credit facility with ING Capital LLC as administrative agent, (the “ING Facility”) which requires a minimum asset coverage of not less than the greater of 165% and the statutory test applicable to OCSL, in order to incur the maximum amount of leverage permitted by the 150% asset coverage requirements;
the terms, such as interest rate, on any incremental debt may not be as favorable to OCSL as the terms of its current debt; and
because the base management fee payable to the Adviser is based on total gross assets, including any investments made with borrowings, but excluding cash and cash equivalents, the Adviser may benefit when OCSL incurs additional leverage.

Flexibility to manage OCSL’s capital to take advantage of attractive investment opportunities and flexibility to delay potential equity capital raises until times when the trading price of OCSL’s common stock exceeds net asset value per share

OCSL intends to deploy capital across credit and economic cycles with a focus on long-term results, and OCSL believes that attractive investment opportunities will present themselves at all points of the cycle. However, OCSL cannot predict when attractive opportunities may arise and such opportunities may arise at a time when it may be disadvantageous or OCSL is unable to raise additional equity due to the 1940 Act limitations on the issuances of common stock at prices below net asset value per share absent stockholder approval (which OCSL does not currently have). The OCSL Board noted that if OCSL is not able to access additional capital when attractive investment opportunities arise, including because the trading price of OCSL’s common stock is less than the then-current net asset value per share, or such equity capital is accessible on terms that OCSL does not believe to be optimal, its ability to grow over time and to continue to pay distributions to its stockholders could be adversely affected. Based on OCSL’s balance sheet as of March 31, 2019, reducing the asset coverage requirements applicable to OCSL from 200% to 150% would permit OCSL to borrow up to approximately $923.5 million in additional capital. The ability to access this additional capital would provide

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flexibility to pursue attractive investment opportunities as they arise and to delay potential equity capital raises until times when the trading price of OCSL’s common stock exceeds net asset value per share (or not require equity capital raises). Furthermore, the OCSL Board discussed that the indenture governing the 2024 Notes (which are redeemable at any time at OCSL’s option) contains a covenant prohibiting OCSL from paying distributions on OCSL’s capital stock if its asset coverage is less than 200% and ING Facility has a covenant requiring a minimum asset coverage of at least 165%. In addition, the OCSL Board also considered that there could be no assurance that OCSL would be able to obtain additional leverage from lenders on favorable terms, or at all. For example, the interest rate on any debt issued to refinance the 2024 Notes may bear a higher interest rate than the 2024 Notes and the lenders under the ING Facility may require a higher interest rate to amend such facility to allow for a lower asset coverage requirement.

Investment strategy and focus on senior secured loans

The OCSL Board noted that OCSL has primarily invested in senior secured loans since the Adviser has served as investment adviser and expects that OCSL’s portfolio will include primarily first and second lien senior secured financings. As of March 31, 2019, 78.9% of OCSL’s portfolio at fair value consisted of senior secured debt investments that bore interest at floating rates and that are secured by first or second priority liens on the assets of the portfolio companies. A portfolio primarily comprised of these types of investments is well-positioned to incur additional leverage in excess of the 200% asset coverage requirements. As noted below, additional leverage would magnify increases to OSCL’s income, if any, which could cause OCSL’s net income to exceed the quarterly hurdle rate for the incentive fee OCSL pays to the Adviser with comparatively lower absolute returns on OCSL’s investments.

The OCSL Board further noted that the increase in total assets available for investment as a result of incurring additional leverage would increase the assets available for investment in assets considered “non-qualifying assets” for purposes of Section 55 of the 1940 Act, including larger capitalization public companies.

Ability to broaden OCSL’s portfolio

The OCSL Board noted that, as of March 31, 2019, OCSL is invested in the securities of 110 portfolio companies across 50 industries with an average investment size of $13.7 million. The ability to access additional capital through reducing the asset coverage requirements applicable to OCSL will allow OCSL to make larger loans to new and existing portfolio companies with no corresponding loss of diversification of the current portfolio (whether by number of portfolio companies or industries to which OCSL has investment exposure). In addition, making larger loans would allow OCSL to better leverage the Oaktree platform, which has a demonstrated capacity to invest in large deals and to solely underwrite transactions. The OCSL Board further noted that investing in larger loans would allow the Adviser’s investment professionals to concentrate their efforts on portfolio management across a smaller number of investments, allowing the team to more proactively manage risk and take preemptive action to resolve potential problems where possible.

Potential impact on net investment income, return to stockholders and net asset value

The OCSL Board considered the impact of additional leverage on OCSL’s net investment income, noting that additional leverage could increase net investment income. However, the OCSL Board also discussed that additional leverage, conversely, could cause OCSL’s net investment income to decline more sharply if OCSL’s portfolio had more non-performing assets than it otherwise would have if OCSL did not employ such additional leverage, if spreads were to further tighten and interest rates paid by OCSL increased. In addition, any additional leverage incurred by OCSL would increase its expenses, including interest expense and dividends on any debt and preferred stock, respectively, that OCSL may issue, as well as potential fees and costs related to amendments to existing credit facilities or entering into new credit facilities. Increased expenses when combined with any decrease in OCSL’s income would cause net income to decline more sharply than it would have had OCSL not incurred additional leverage, which could negatively affect OCSL’s ability to make common stock distributions or debt payments.

Effect of Leverage

The following table illustrates the effect of leverage on returns from an investment in OCSL’s common stock assuming that OCSL employs the asset coverage in effect as of March 31, 2019 and hypothetical asset

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coverage of both 200% and 150% in each case at various annual returns on OCSL’s portfolio as of March 31, 2019, net of expenses. The calculations in the table below are hypothetical and actual returns may be higher or lower than those appearing below.

Assumed Return on Portfolio (Net of Expenses)
 
-10
%
 
-5
%
 
0
%
 
5
%
 
10
%
Corresponding net return to common stockholder assuming actual asset coverage as of March 31, 2019 (254% asset coverage)(1)
 
-19.7
%
 
-11.5
%
 
-3.3
%
 
4.9
%
 
13.2
%
Corresponding return to common stockholder assuming 200% asset coverage(2)
 
-25.1
%
 
-15.1
%
 
-5.1
%
 
4.9
%
 
14.9
%
Corresponding return to common stockholder assuming 150% asset coverage(3)
 
40.1
%
 
25.1
%
 
-10.1
%
 
4.9
%
 
19.9
%
(1)For purposes of this table, this line has assumed $1.5 billion in total assets (less all liabilities and indebtedness not represented by senior securities), $597.7 million in debt outstanding, $923.5 million in net assets as of March 31, 2019, and a weighted average interest rate of 5.1% as of March 31, 2019 (exclusive of deferred financing costs). Actual interest payments may be different.
(2)For purposes of this table, this line has assumed $1.8 billion in total assets (less all liabilities and indebtedness not represented by senior securities), $923.5 million in debt outstanding, $923.5 million in net assets as of March 31, 2019, and a weighted average interest rate of 5.1% as of March 31, 2019 (exclusive of deferred financing costs). Actual interest payments may be different.
(3)For purposes of this table, this line has assumed $2.8 billion in total assets (less all liabilities and indebtedness not represented by senior securities), $1.8 billion in debt outstanding, $923.5 million in net assets as of March 31, 2019, and a weighted average interest rate of 5.1% as of March 31, 2019 (exclusive of deferred financing costs). Actual interest payments may be different.

Assuming OCSL has 150% asset coverage on total assets of $2.8 billion (less all liabilities and indebtedness not represented by senior securities), $1.8 billion in debt outstanding, $923.5 million in net assets as of March 31, 2019, and a weighted average interest rate of 5.1% as of March 31, 2019 (exclusive of deferred financing costs), OCSL would be required to achieve annual returns on such total assets of at least 3.37% in order to cover the hypothetical annual interest payments on such assumed indebtedness. Actual interest payments may be different.

The OCSL Board also discussed the potential impact that the incurrence of additional leverage may have on OCSL’s net asset value. If the value of OCSL’s assets increases, additional leverage could cause net asset value to increase more rapidly than it otherwise would have if OCSL did not employ such additional leverage. Conversely, if the fair value of OCSL’s investments were to decrease, then OCSL’s net asset value would decrease more rapidly than it would have in the absence of the utilization of such additional leverage.

Additional flexibility to make distributions required to maintain OCSL’s tax status as a regulated investment company without violating the 1940 Act

The 1940 Act currently prohibits OCSL from declaring any dividend or other distribution to holders of any class of capital stock, in the case of debt securities, or common stock, in the case of preferred stock, unless the asset coverage with respect to senior securities is at least 200%. By lowering the asset coverage requirements to 150%, OCSL will have additional flexibility, subject to compliance with the covenants under any debt facilities, to pay distributions to its stockholders in order to be eligible for the tax benefits available to a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended. This additional flexibility may be helpful in circumstances where the value of OCSL’s assets, and thus OCSL’s asset coverage, declines, but the level of OCSL’s net investment income remains relatively constant and, as a result, OCSL continues to have cash available to make any necessary distributions to stockholders. If OCSL were to fail to make required distributions and no longer qualify as a RIC, OCSL would become subject to corporate-level U.S. federal income tax.

Impact on fees payable by OCSL to the Adviser

The base management fee payable to the Adviser pursuant to both the Current Investment Advisory Agreement and the New Investment Advisory Agreement is 1.50% of the value of OCSL’s total gross assets, including any investment made with borrowings, but excluding cash and cash equivalents, and (b) an incentiveequivalents; provided, however, the base management fee based on OCSL’s performance. The incentive fee consists of two parts. The first part is calculated and payable quarterly in arrears and equals 17.5% of OCSL’s“pre-incentive fee net investment income” for the immediately preceding quarter, subject to a preferred return, or “hurdle,” and a “catch up” feature. The second part will be determined and payable in arrears as of the end of each fiscal year (or upon termination of OCSL’s Investment Advisory Agreement) commencing with the fiscal year ending September 30, 2019 and will equal 17.5% of OCSL’s realized capital gains, if any, on a cumulative basis from the beginning of the fiscal year ending September 30, 2019 through the end of each fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees. Any realized capital gains, realized capital losses, unrealized capital appreciation and unrealized capital depreciation with respect to OCSL’s portfolio as of the end of the fiscal year ending September 30, 2018 will be excluded from the calculations of the second part of the incentive fee.

Under OCSI’s Investment Advisory Agreement, fees payable to Oaktree equal (a) a base management feecalculated at an annual rate of 1.00% of the value of OCSI’sOCSL’s total gross assets, including any investmentinvestments made with borrowings, but excluding cash and cash equivalents, that exceeds the product of (i) 200% (calculated in accordance with the 1940 Act and (b)giving effect to exemptive relief OCSL received with respect to debentures issued by a small business investment company subsidiary) and (ii) OCSL’s

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net assets. The OCSL Board considered that incurring additional leverage will increase the base management fee payable to the Adviser irrespective of the return on the incremental assets and also noted that sourcing additional investment opportunities to deploy any additional capital will require additional time and effort on the part of the Adviser and its investment personnel. The OCSL Board also noted that a lower base management fee will be paid on any incremental leverage incurred in excess of the amount permitted by the current 200% asset coverage requirements.

As noted above, additional leverage will magnify any positive returns on OCSL’s investment portfolio, which would make it easier for the Adviser to earn an Incentive Fee because OCSL’s income would exceed the hurdle rate on the incentive fee payable to the Adviser pursuant to both the Current Investment Advisory Agreement and the New Investment Advisory Agreement at a lower return on OCSL’s investments. Thus, if OCSL incurs additional leverage, additional incentive fees may be payable to the Adviser under the Current Investment Advisory Agreement or the New Investment Advisory Agreement, as applicable, without any corresponding increase (and potentially with a decrease) in OCSL’s performance. The OCSL Board also noted that the incentive fee payable by OCSL to the Adviser may create an incentive for it to make investments on OCSL’s behalf that are risky or more speculative than would be the case in the absence of such compensation arrangement, which could result in higher investment losses, particularly during cyclical economic downturns.

Fees and expenses

The following table is intended to assist stockholders in understanding the estimated annual expenses that an investor in OCSL’s common stock would bear, directly or indirectly, assuming that OCSL employs (1) the asset coverage ratio in effect as of March 31, 2019, (2) hypothetical asset coverage of 200% as of March 31, 2019 and (3) hypothetical asset coverage of 150% as of March 31, 2019. OCSL cautions that some of the percentages indicated in the table below are estimates and may vary. The following table should not be considered a representation of OCSL’s future expenses. Actual expenses may be greater or less than shown. Except where the context suggests otherwise, stockholders will indirectly bear these fees and expenses.

Estimated annual expenses (as a percentage of net assets attributable to common stock):
Actual asset
coverage as of
March 31, 2019
(254%)(1)
200% asset
coverage(2)
150% asset
coverage(3)
Management fees(4)(5)
 
2.48
%
 
3.02
%
 
4.01
%
Incentive fees (17.5%)(5)(6)
 
1.65
%
 
1.84
%
 
2.45
%
Interest payments on borrowed funds (including other costs of servicing and offering debt securities(7)
 
3.57
%
 
5.52
%
 
11.04
%
Other expenses(8)
 
1.07
%
 
1.07
%
 
1.07
%
Total annual expenses(9)
 
8.77
%
 
11.45
%
 
18.57
%
(1)For purposes of this table, except as described in footnotes 7 and 8 below, expenses for the “Actual asset coverage as of March 31, 2019 (254%)” column are based on actual expenses incurred for the three months ended March 31, 2019, annualized for a full year. For illustrative purposes, however, the incentive fees in this column assume (1) there are no capital gains based incentive fees as none were payable as of March 31, 2019 per the terms of the Current Investment Advisory Agreement and (2) no amounts were waived by the Adviser pursuant to the fee waiver described below in note 5.
(2)For purposes of this table, except as described in footnotes 7 and 8 below, expenses for the “200% asset coverage” column is based on hypothetical expenses for the three months ended March 31, 2019, which assume a hypothetical asset coverage ratio of 200%, the maximum amount of borrowings that currently could be incurred by OCSL, annualized for a full year. This information is not a representation of the amount of borrowings that OCSL intends to incur or that would be available to be incurred.
(3)For purposes of this table, except as described in footnotes 7 and 8 below, expenses for the “150% asset coverage” column are based on hypothetical expenses for the three months ended March 31, 2019, which assume a hypothetical asset coverage ratio of 150%, the maximum amount of borrowings that could be incurred by OCSL upon effectiveness of the 150% asset coverage requirements to OCSL, annualized for a full year. This information is not a representation of the amount of borrowings that OCSL intends to incur or that would be available to be incurred.
(4)Under each of the Current Investment Advisory Agreement and the New Investment Advisory Agreement, the base management fee is calculated at an annual rate of 1.50% of the average value of OCSL’s total gross assets at the end of the two most recently completed quarters, including any investment made with borrowings, but excluding cash and cash equivalents; provided, however, the base management fee will be calculated at an annual rate of 1.00% of the value of OCSL’s total gross assets, including any investments made with borrowings, but excluding cash and cash equivalents, that exceeds the product of (i) 200% (calculated in accordance with the 1940 Act and giving effect to exemptive relief OCSL received with respect to debentures issued by a small business investment company subsidiary) and (ii) OCSL’s net assets. For illustrative purposes, however, the table above has calculated base management fees based on the total gross assets (actual and hypothetical) as of March 31, 2019. For purposes of the “Actual asset coverage as of

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March 31, 2019 (254%)” column, the table above has assumed $1.5 billion of total gross assets (excluding cash and cash equivalents), which was the actual amount of OCSL’s total gross assets as of March 31, 2019. For purposes of the “200% asset coverage” column, the table above has assumed $1.9 billion in total gross assets (excluding cash and cash equivalents) solely as a result of additional leverage to 200% asset coverage, none of which is invested in cash or cash equivalents. For purposes of the “150% asset coverage” column, the table above has assumed $2.8 billion in total gross assets (excluding cash and cash equivalents), solely as a result of additional leverage to 150% asset coverage, none of which is invested in cash or cash equivalents.

(5)For the two-year period commencing on October 17, 2017, the Adviser agreed to waive, to the extent necessary, any management or incentive fees payable to the Adviser that exceed what would have been paid to OCSL’s former investment adviser in the aggregate under OCSL’s former investment advisory agreement. For illustrative purposes, however, the table above assumes that no management or incentive fees payable to the Adviser were waived by the Adviser pursuant to this waiver.

In addition, the table above assumes no capital gains-based incentive fees as none were payable as of March 31, 2019 per the terms of the Current Investment Advisory Agreement.

(6)For purposes of the “200% asset coverage” column, the table above has assumed $1.8 billion in total gross assets (including cash and cash equivalents, which, for illustrative purposes, are assumed to be equal to actual amounts as of March 31, 2019), $923.5 million in debt outstanding, $923.5 million in net assets as of March 31, 2019, interest expense based on a weighted average interest rate of 5.1% as of March 31, 2019, and interest income calculated by applying the ratio of “total investment income” for the three months ended March 31, 2019 to the “total investments at fair value” as of March 31, 2019 to the hypothetical total gross assets (excluding cash and cash equivalents, which are assumed to produce no interest income).

For purposes of the “150% asset coverage” column, the table above has assumed $2.8 billion in total gross assets (including cash and cash equivalents, which, for illustrative purposes, are assumed to be equal to actual amounts as of March 31, 2019), $1.8 billion in debt outstanding, $923.5 million in net assets as of March 31, 2019, interest expense based on OCSI’s performance. The incentive fee consistsa weighted average interest rate of two parts. The first part is5.1% as of March 31, 2019, and interest income calculated and payable quarterly in arrears and equals 17.5%by applying the ratio of OCSI’s“pre-incentive fee net“total investment income” for the immediately preceding quarter, subjectthree months ended March 31, 2019 to a preferred return, or “hurdle,” and a “catch up” feature. The second part will be determined and payable in arrearsthe “total investments at fair value” as of March 31, 2019 to the end of each fiscal year (or upon termination of OCSI’s Investment Advisory Agreement) commencinghypothetical total gross assets (excluding cash and cash equivalents, which are assumed to produce no interest income).

(7)For purposes of all columns in this row, “Interest payments on borrowed funds” is calculated as the weighted average interest rate in effect as of March 31, 2019 multiplied by the actual or assumed debt outstanding as of March 31, 2019 for such column. As of March 31, 2019, OCSL’s borrowings bore interest at a weighted average interest rate of 5.1% (exclusive of deferred financing costs), including borrowings under (a) the senior secured revolving credit facility with the lenders referred to therein, ING Capital LLC, as administrative agent, ING Capital LLC, JPMorgan Chase Bank, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as joint lead arrangers and joint bookrunners, and JP Morgan Chase Bank, N.A. and Bank of America, N.A., as syndication agents, that bore interest at a rate of 4.50% as of March 31, 2019, (b) OCSL’s 4.875% unsecured notes due 2019 (which were repaid in full on March 1, 2019), (c) OCSL’s 5.875% unsecured notes due 2024, (d) OCSL’s 6.125% unsecured notes due 2028 and (e) OCSL’s secured borrowings. For purposes of the “200% asset coverage” column and the “150% asset coverage” column, the table above assumes total debt outstanding of $923.5 million and $1.8 billion, respectively, (the maximum amount of borrowings that could be incurred by OCSL under the 200% asset coverage requirement and the proposed 150% asset coverage requirement).
(8)For purposes of all columns in this row, “Other Expenses” are based on estimated amounts for the current fiscal year. These expenses include certain overhead expenses allocated to OCSL under the Investment Advisory Agreement, including travel expenses incurred by the Adviser’s personnel in connection with investigating and monitoring OCSL’s investments, such as investment due diligence.
(9)“Total annual expenses” is presented as a percentage of net assets attributable to common stockholders because OCSL’s common stockholders bear all of OCSL’s fees and expenses.

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Example

The following example demonstrates the fiscal year ending September 30, 2019 and will equal 17.5% of OCSI’s realized capital gains, if any, on a cumulative basis from the

beginning of the fiscal year ending September 30, 2019 through the end of each fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregateprojected dollar amount of any previously paid capital gain incentive fees. Any realized capital gains, realized capital losses, unrealized capital appreciation and unrealized capital depreciationtotal cumulative expenses that would be incurred over various periods with respect to OCSI’s portfolioa hypothetical investment in OCSL’s common stock, assuming (1) actual asset coverage (254%) as of March 31, 2019, (2) hypothetical asset coverage of 200% and (3) hypothetical asset coverage of 150%, and in each case, assuming that OCSL holds no cash or liabilities other than debt. In calculating the end offollowing expenses, OCSL has assumed that its annual operating expenses remain at the fiscal year ending September 30, 2018 will be excluded fromlevels set forth in the calculations oftable above for the second part ofrespective asset coverage ratio, except for the incentive fee.

For purposes of each Investment Advisory Agreement,“pre-incentivefee net investment income” means intereston income dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the applicable Company receives from portfolio companies, other than fees for providing managerial assistance) accrued during the fiscal quarter, minus operating expenses for the quarter (including the base management fee, expenses payable under the Company’s AdministrationCurrent Investment Advisory Agreement (as defined below) 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 (suchor New Investment Advisory Agreement, as original issue discount debt instruments withpayment-in-kind interest and zero coupon securities), accrued income that the applicable Company has not yet received in cash.Pre-incentive fee net investment incomeapplicable. The example does not include any realized capital gains, realized capital lossessales load or unrealized capital appreciationoffering expenses.

An investor would pay the following expenses on a $1,000 investment in OCSL’s common stock:
1 Year
3 Years
5 Years
10 Years
Based on Actual Asset Coverage as of March 31, 2019 (254%)
 
 
 
 
 
 
 
 
 
 
 
 
Assuming a 5% annual return (assumes no return from net realized capital gains)
$
71
 
$
213
 
$
357
 
$
725
 
Assuming a 5% annual return (assumes return entirely from net realized capital gains)
$
84
 
$
253
 
$
420
 
$
835
 
Based on 200% Asset Coverage
 
 
 
 
 
 
 
 
 
 
 
 
Assuming a 5% annual return (assumes no return from net realized capital gains)
$
95
 
$
286
 
$
477
 
$
957
 
Assuming a 5% annual return (assumes return entirely from net realized capital gains)
$
112
 
$
333
 
$
552
 
$
1,084
 
Based on 150% Asset Coverage
 
 
 
 
 
 
 
 
 
 
 
 
Assuming a 5% annual return (assumes no return from net realized capital gains)
$
160
 
$
477
 
$
792
 
$
1,567
 
Assuming a 5% annual return (assumes return entirely from net realized capital gains)
$
185
 
$
548
 
$
901
 
$
1,746
 

The example and the expenses in the tables above should not be considered a representation of OCSL’s future expenses, and actual expenses may be greater or depreciation.

Eachless than those shown. While the example assumes, as required by the SEC, a 5% annual return, OCSL’s performance will vary and may result in a return greater or less than 5%. The incentive fee on income under each of the Current Investment Advisory Agreement and the New Investment Advisory Agreement, which, assuming a 5% annual return, would either not be payable or would have an insignificant impact on the expense amounts shown above, is not included in the example. If OCSL achieves sufficient returns on its investments, including through the realization of capital gains, to trigger a greater incentive fee, OCSL’s expenses, and returns to investors, would be higher. In addition, while the example assumes reinvestment of all distributions at net asset value, participants in OCSL’s dividend reinvestment plan will receive a number of shares of its common stock, determined by dividing the total dollar amount of the cash distribution payable to a participant by either (i) the greater of (a) the current net asset value per share of OCSL’s common stock and (b) 95% of the market price per share of OCSL’s common stock at the close of trading on the payment date fixed by the OCSL Board in the event that it uses newly issued shares to satisfy the share requirements of the dividend reinvestment plan or (ii) the average purchase price, excluding any brokerage charges or other charges, of all shares of common stock purchased by the administrator of the dividend reinvestment plan in the event that shares are purchased in the open market to satisfy the share requirements of the dividend reinvestment plan, which may be terminated without penalty, upon 60 days’ written notice, byat, above or below net asset value.

Other Considerations

The OCSL Board also noted that holders of any senior securities, including any additional senior securities that OCSL may be able to issue as a result of the votereduced asset coverage requirements, will have fixed-dollar claims on OCSL’s assets that are superior to the claims of its stockholders. In the case of a majorityliquidation event, holders of the outstanding votingthese senior securities of the applicable Company or by the vote of the applicable Company’s directors or by Oaktree.

Oaktree has entered into atwo-year contractual fee waiver with each Company to waive,would receive proceeds to the extent necessary,of their fixed claims before any management or incentive fees that exceed what would have been paid during that perioddistributions are made to Fifth Street Management LLC (the “Former Adviser”)OCSL’s stockholders, and the issuance of additional senior securities may result in fewer proceeds remaining for distribution to OCSL’s stockholders if the aggregate under such Company’s investment advisory agreementassets purchased with the Former Adviser that was in effect prior to October 17, 2017.

Each Company has entered into an administration agreement with Oaktree Administrator (each, an “Administration Agreement” and together,capital raised from the “Administration Agreements”), which is a wholly-owned subsidiary of Oaktree. Pursuant to the Administration Agreements, Oaktree Administrator provides administrative services to each Company necessary for the operationsissuance of such Company, whichsenior securities decline in value.

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The OCSL Board also discussed the additional disclosures required upon the modification of the asset coverage requirement. Such additional disclosure includes a requirement to disclose the approval of the 150% asset coverage requirement in a filing with the SEC within five business days of such approval. Following such approval, OCSL will be required to include providingin its quarterly reports on Form 10-Q and annual reports on Form 10-K the principal amount or liquidation preference of its senior securities and its asset coverage ratio as of the date of the most recent financial statements, the fact that the 150% asset coverage had been approved by OCSL and the effective date of such approval along with the principal risk factors associated with OCSL’s senior securities. The OCSL Board noted that such disclosure requirements were not anticipated to be burdensome to OCSL.

Based on its consideration of each Company office facilities, equipment, clerical, bookkeeping and record keeping services at such facilitiesof the above factors and such other services as Oaktree Administrator, subject to review by the applicable Board, shall from time to time deem to be necessary or useful to perform its obligations under the applicable Administration Agreement. Oaktree Administrator also provides to each Company portfolio collection functions for interest income, fees and warrants and is responsible for the financial and other records that each Company is required to maintain and prepares, prints and disseminates reports to each Company’s stockholders and reports and all other materials filed with the SEC. In addition, Oaktree Administrator assists each Company in determining and publishing each Company’s net asset value, overseeing the preparation and filing of each Company’s tax returns, and generally overseeing the payment of each Company’s expenses and the performance of administrative and professional services rendered to each Company by others. Oaktree Administrator may also offer to provide, on the applicable Company’s behalf, managerial assistance to such Company’s portfolio companies. For providing these services, facilities and personnel, each Company reimburses Oaktree Administrator the allocable portion of overhead and other expenses incurred by Oaktree Administrator in performing its obligations under the applicable Administration Agreement, including each Company’s allocable portion of the rent of its principal executive offices at market rates and each Company’s allocable portion of the costs of compensation and related expenses of its chief financial officer and chief compliance officer and their respective staffs and othernon-investment professionals at Oaktree that perform duties for such Company. Such reimbursement is at cost, with no profit to, or markup by, Oaktree Administrator. Each Administration Agreement may be terminated without penalty, upon 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the applicable Company or by the vote of the applicable Company’s directors or by Oaktree Administrator.

Prior to October 17, 2017, each Company was externally managed and advised by the Former Adviser, and its administrator was FSC CT LLC, a wholly-owned subsidiary of the Former Adviser. Messrs. Bernard D. Berman, Patrick J. Dalton, Ivelin M. Dimitrov, Alexander C. Frank, Todd G. Owens and Sandeep K. Khorana, each an interested member of either or both Boards for all or a portion of fiscal year 2017 and prior to October 17, 2017, had a direct or indirect pecuniary interest in the Former Adviser. For fiscal year 2017, OCSL and OCSI incurred investment advisory fees (net of waiver) of approximately $41.8 million and $8.9 million, respectively, under their respective investment advisory agreements with the Former Adviser. For fiscal year 2017, OCSL and OCSI incurred approximately $4.3 million and $1.9 million of administration fees, respectively, under their respective administration agreements with FSC CT LLC. During fiscal year 2017, each Company was party to a license agreement with Fifth Street Capital LLC pursuant to which Fifth Street Capital LLC granted the Company a non-exclusive, royalty-free license to use the name “Fifth Street” for so longinformation as the Former Adviser or one of its affiliates was such Company’s investment adviser. These license agreements terminated on October 17, 2017.

Review, Approval or Ratification of Transactions with Related Persons

The independent directors of each Company are required to review, approve or ratify any transactions with related persons (as such termOCSL Board deemed relevant, the OCSL Board concluded that Proposal 2 is defined in Item 404 of RegulationS-K).

Material Conflicts of Interest

Each Company’s executive officers, directors and certain members of Oaktree serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business as we do or of investment funds managed by Oaktree or its affiliates. For example, Oaktree presently serves as investment adviser to both Companies. OCSL has historically invested in debt and equity of small andmid-sized companies, primarily in connection with investments by private equity sponsors, including in middle-market companies similar to those OCSI targets for investment. In addition, although not the primary focus of OCSL’s investment portfolio, OCSL’s investments also include floating rate senior secured loans. OCSI has historically invested in senior secured loans, including first lien, unitranche and second lien debt instruments, that pay interest at rates which are determined periodically on the basis of a floating base lending rate, made to private middle-market companies whose debt is rated below investment grade, similar to those that OCSL targets for investment. Therefore, there may be certain investment opportunities that satisfy the investment criteria for both OCSL and OCSI. In addition, all of the executive officers of OCSL and four of OCSL’s independent directors serve in substantially similar capacities for OCSI. Oaktree and its affiliates also manage andsub-advise private investment funds and accounts, and may manage other such funds and accounts in the future, which have investment mandates that are similar, in whole and in part, with a Company. Accordingly, they may have obligations to investors in those entities, the fulfillment of which might not be in the best interests of us or our stockholders. For example, the personnel of Oaktree may face conflicts of interest in the allocation of investment opportunities to the Companies and such other funds and accounts.

Oaktree has investment allocation guidelines that govern the allocation of investment opportunities among the investment funds and accounts managed orsub-advised by OaktreeOCSL and its affiliates. To the extent an investment opportunity is appropriate forstockholders and recommended that OCSL’s stockholders approve Proposal 2.

THE OCSL or OCSI or any other investment fund or account managed orsub-advised by Oaktree or its affiliates, Oaktree will adhere to its investment allocation guidelines in order to determine a fair and equitable allocation.BOARD HAS APPROVED AND UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE APPLICATION OF THE REDUCED ASSET COVERAGE REQUIREMENTS IN SECTION 61(A)(2) OF THE 1940 ACT TO OCSL, WHICH WOULD PERMIT OCSL TO INCUR DOUBLE THE MAXIMUM AMOUNT OF LEVERAGE THAT IT IS CURRENTLY PERMITTED TO INCUR.

Each of the Companies may invest alongside funds and accounts managed orsub-advised by Oaktree and its affiliates in certain circumstances where doing so is consistent with applicable law and SEC staff interpretations. For example, each of the Companies may invest alongside such accounts consistent with guidance promulgated by the staff of the SEC permitting each such Company and such other accounts to purchase interests in a single class of privately placed securities so long as certain conditions are met, including that Oaktree, acting on behalf of the applicable Company and on behalf of other clients, negotiates no term other than price or terms related to price.

In addition, on October 18, 2017, Oaktree received exemptive relief from the SEC to allow certain managed funds and accounts, each of whose investment adviser is Oaktree or an investment adviser controlling, controlled by or under common control with Oaktree, to participate in negotiatedco-investment transactions where doing so is consistent with the applicable registered fund’s or business development company’s investment objective and strategies as well as regulatory requirements and other pertinent factors, and pursuant to the conditions of the exemptive relief. Each potentialco-investment opportunity that falls under the terms of the exemptive relief and is appropriate for either or both Companies and any affiliated fund or account, and satisfies the then-current board-established criteria, will be offered to such Company and such other eligible funds and accounts and reviewed by the applicable Company’sCo-Investment Committee. If there is a sufficient amount of securities to satisfy all participants, the securities will be allocated among the participants in accordance with their proposed order size and if there is an insufficient amount of securities to satisfy all participants, the securities will be allocated pro rata based on the investment proposed by the applicable investment adviser to such participant, up to the amount proposed to be invested by each, which is reviewed and approved by an independent committee of legal, compliance and accounting professionals at Oaktree.25

Although Oaktree will endeavor to allocate investment opportunities in a fair and equitable manner, a Company and its common stockholders could be adversely affected to the extent investment opportunities are allocated among such Company and other investment vehicles managed or sponsored by, or affiliated with, its executive officers, directors and members of Oaktree. Each Company might not participate in each individual opportunity, but will, on an overall basis, be entitled to participate equitably with other entities managed by Oaktree and its affiliates. Oaktree seeks to treat all clients fairly and equitably such that none receive preferential treatmentvis-à-vis the others over time, in a manner consistent with its fiduciary duty to each of them; however, in some instances, especially in instances of limited liquidity, the factors may not result in pro rata allocations or may result in situations where certain funds or accounts receive allocations where others do not.TABLE OF CONTENTS

Pursuant to each Investment Advisory Agreement, Oaktree’s liability is limited and the applicable Company is required to indemnify Oaktree against certain liabilities. This may lead Oaktree to act in a riskier manner in performing its duties and obligations under the applicable Investment Advisory Agreement than it would if it were acting for its own account, and creates a potential conflict of interest.

Pursuant to each Administration Agreement, Oaktree Administrator furnishes the applicable Company with the facilities, including its principal executive office, and administrative services necessary to conduct itsday-to-day operations. Each Company pays the Oaktree Administrator its allocable portion of overhead and other expenses incurred by the Oaktree Administrator in performing its obligations under the applicable Administration Agreement, including, without limitation, a portion of the rent at market rates and compensation of such Company’s chief financial officer, chief compliance officer, their respective staffs and othernon-investment professionals at Oaktree that perform duties for such Company.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act, requires the Companies’ directors and executive officers, and persons who own 10% or more of the Company’s common stock, to file reports of ownership and changes in ownership of its equity securities with the SEC. Directors, executive officers and 10% or more holders are required by SEC regulations to furnish each Company with copies of all Section 16(a) forms they file. Based solely on a review of the copies of those forms furnished to the applicable Company, or written representations that no such forms were required, each Company believes that its directors, executive officers and 10% or more beneficial owners complied with all Section 16(a) filing requirements during the fiscal year ended September 30, 2017.

Corporate Governance

Corporate Governance Documents

Each Company maintains a corporate governance webpage under the “Investors” link at https://www.oaktreespecialtylending.com for OCSL and https://www.oaktreestrategicincome.comfor OCSI.

The Corporate Governance Policies, Code of Business Conduct, Joint Code of Ethics, Securities Trading Policy, Audit Committee Charter, Nominating and Corporate Governance Committee Charter and Compensation Committee Charter for each Company are available at https://www.oaktreespecialtylending.com for OCSL and https://www.oaktreestrategicincome.comfor OCSI and are also available to any stockholder who requests them by writing to Oaktree Specialty Lending Corporation or Oaktree Strategic Income Corporation, as applicable, 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071, Attention: Secretary.

Director Independence

In accordance with rules of NASDAQ, each Board annually determines the independence of each director. No director is considered independent unless the applicable Board has determined that he or she has no material relationship with the applicable Company. Each Company monitors the status of its directors and officers through the activities of such Company’s Nominating and Corporate Governance Committee and through a questionnaire to be completed by each director no less frequently than annually, with updates periodically if information provided in the most recent questionnaire has materially changed.

In order to evaluate the materiality of any such relationship, each Board uses the definition of director independence set forth in the NASDAQ listing rules. Section 5605 provides that a director of a business development company shall be considered to be independent if he or she is not an “interested person” of the Company, as defined in Section 2(a)(19) of the 1940 Act. Section 2(a)(19) of the 1940 Act defines an “interested person” to include, among other things, any person who has, or within the last two years had, a material business or professional relationship with the Company.

Each Board has determined that each of the current directors is independent and has no relationship with the Company, except as a director and stockholder of the Company, with the exception of Mr. John B. Frank. Mr. John B. Frank is an interested person of each Company due to his positions at Oaktree. During fiscal year 2017, each Board determined that each of its directors that served for all or part of such fiscal year was independent and had no relationship with the Company, except as a director and stockholder of the Company, with the exception of Messrs. Bernard D. Berman, Patrick J. Dalton, Ivelin M. Dimitrov, Alexander C. Frank, Todd G. Owens and Sandeep K. Khorana, each of whom was an interested person of the Companies due to his position at the Former Adviser.

Evaluation

Each Company’s directors perform an evaluation, no less frequently than annually, of the effectiveness of such Company’s Board and its committees. This evaluation includes Board and Board committee discussions.

Communications with Directors

Stockholders and other interested parties may contact any member (or all members) of either Company’s Board by mail. To communicate with either Board, any individual director or any group or committee of directors, correspondence should be addressed to such Board or any such individual director or group or committee of directors by either name or title. All such correspondence should be sent to Oaktree Specialty Lending Corporation or Oaktree Strategic Income Corporation, as applicable, 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071, Attention: Secretary. Any communication to report potential issues regarding

accounting, internal controls and other auditing matters will be directed to the applicable Company’s Audit Committee. Appropriate personnel of the applicable Company will review and sort through communications before forwarding them to the addressee(s).

Board Meetings and Committees

OCSL

OCSL’s Board met 15 times during fiscal year 2017. Each director attended at least 75% of the total number of meetings of the OCSL Board and committees during fiscal year 2017 on which the director served that were held while the director was a member of the Board or such committee, as applicable, with the exception of Patrick J. Dalton who attended 60% of the meetings of the OCSL Board held while he was a member of the OCSL Board. The OCSL Board standing committees are described below. Directors are encouraged to attend each annual meeting of stockholders. Three of OCSL’s then-current directors attended its 2017 annual meeting of stockholders in person.

OCSI

OCSI’s Board met 16 times during fiscal year 2017. Each director attended at least 75% of the total number of meetings of the OCSI Board and committees during fiscal year 2017 on which the director served that were held while the director was a member of the Board or such committee, as applicable. The OCSI Board standing committees are described below. Directors are encouraged to attend each annual meeting of stockholders. Five of OCSI’s then-current directors attended its 2017 annual meeting of stockholders in person.

Audit Committees

Each Company’s Audit Committee is responsible for selecting, engaging and discharging such Company’s independent accountants, reviewing the plans, scope and results of the audit engagement with its independent accountants, approving professional services provided by its independent accountants (including compensation thereof), reviewing the independence of its independent accountants and reviewing the adequacy of its internal control over financial reporting, as well as establishing guidelines and making recommendations to its Board regarding the valuation of its loans and investments. The charter of the OCSL Audit Committee is available at https://www.oaktreespecialtylending.com, and the charter of the OCSI Audit Committee is available at https://www.oaktreestrategicincome.com.

OCSL

The current members of the OCSL Audit Committee are Messrs. Gamsin, Dutkiewicz, Jacobson and Zimmerman, each of whom is not an interested person of OCSL as defined in the 1940 Act and is independent for purposes of the NASDAQ listing rules. Mr. Zimmerman serves as the Chairman of OCSL’s Audit Committee. OCSL’s Board has determined that Messrs. Zimmerman and Dutkiewicz are “audit committee financial experts” as defined under SEC rules. OCSL’s Audit Committee met 10 times during fiscal year 2017.

OCSI

The current members of the OCSI Audit Committee are Messrs. Gamsin, Jacobson and Zimmerman, each of whom is not an interested person of OCSI as defined in the 1940 Act and is independent for purposes of the NASDAQ listing rules. Mr. Zimmerman serves as the Chairman of OCSI’s Audit Committee. OCSI’s Board has determined that Mr. Zimmerman is an “audit committee financial expert” as defined under SEC rules. OCSI’s Audit Committee met six times during fiscal year 2017.

Compensation Committees

Each Company’s Compensation Committee is responsible for reviewing and approving the reimbursement by such Company of the allocable portion of the compensation of its chief financial officer and chief compliance

officer and their respective staffs and othernon-investment professionals at Oaktree that perform duties for such Company. The charter of the OCSL Compensation Committee is available at https://www.oaktreespecialtylending.com, and the charter of the OCSI Compensation Committee is available at https://www.oaktreestrategicincome.com.

The current members of each Company’s Compensation Committee are Messrs. Gamsin, Jacobson and Ruben, each of whom is not an interested person of such Company as defined in the 1940 Act and is independent for purposes of the NASDAQ listing rules. Mr. Jacobson serves as the Chairman of the OCSL and OCSI Compensation Committees. As discussed below, none of the Companies’ executive officers is directly compensated by the Companies. OCSL’s Compensation Committee met three times during fiscal year 2017, and OCSI’s Compensation Committee met two times during fiscal year 2017.

Nominating and Corporate Governance Committees

Each Company’s Nominating and Corporate Governance Committee is responsible for determining criteria for service on the applicable Board, identifying, researching and nominating directors for election by its stockholders, selecting nominees to fill vacancies on such Board or a committee of such Board, developing and recommending to such Board a set of corporate governance principles and overseeing the self-evaluation of such Board and its committees and evaluation of management. The charter of the OCSL Nominating and Corporate Governance Committee is available at https://www.oaktreespecialtylending.com, and the charter of the OCSI Nominating and Corporate Governance Committee is available at https://www.oaktreestrategicincome.com.

The members of each Company’s Nominating and Corporate Governance Committee are Messrs. Gamsin, Ruben and Zimmerman, each of whom is not an interested person of such Company as defined in the 1940 Act and is independent for purposes of the NASDAQ listing rules. Mr. Ruben serves as the Chairman of the OCSL and OCSI Nominating and Corporate Governance Committees. OCSL’s Nominating and Corporate Governance Committee met three times during fiscal year 2017, and OCSI’s Nominating and Corporate Governance Committee met two times during the fiscal year 2017.

Each Company’s Nominating and Corporate Governance Committee considers qualified director nominees recommended by stockholders of such Company when such recommendations are submitted in accordance with either such Company’s bylaws and any other applicable law, rule or regulation regarding director nominations. Stockholders of a Company may submit candidates for nomination for such Company’s Board by writing to: Board of Directors, Oaktree Specialty Lending Corporation or Oaktree Strategic Income Corporation, as applicable, 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071. When submitting a nomination for consideration, a stockholder must provide certain information about each person whom the stockholder proposes to nominate for election as a director, including: (i) the name, age, business address and residence address of the person; (ii) the principal occupation or employment of the person; (iii) the class or series and number of shares of Company common stock owned beneficially or of record by the person; and (iv) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder. Such notice must be accompanied by the proposed nominee’s written consent to be named as a nominee and to serve as a director if elected.

In evaluating director nominees, each Company’s Nominating and Corporate Governance Committee considers the following factors:

the appropriate size and composition of its Board;

its needs with respect to the particular talents and experience of its directors;

the knowledge, skills and experience of nominees in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of its Board;

the capacity and desire to serve as a member of its Board and to represent the balanced, best interests of its stockholders as a whole;

experience with accounting rules and practices; and

the desire to balance the considerable benefit of continuity with the periodic addition of the fresh perspective provided by new members.

Each Company’s Nominating and Corporate Governance Committee’s goal is to assemble a Board that brings it 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 each Company’s Nominating and Corporate Governance Committee may also consider such other factors as it may deem are in the Company’s best interests and those of its stockholders. Neither Company’s Nominating and Corporate Governance Committee assigns specific weights to particular criteria, and no particular criterion is necessarily applicable to all prospective nominees. Each Company believes that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow each Board to fulfill its responsibilities. The Boards do not have a specific diversity policy, but considers diversity of race, religion, national origin, gender, sexual orientation, disability, cultural background and professional experiences in evaluating candidates for Board membership.

Each Company’s Nominating and Corporate Governance 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 the applicable business and who are willing to continue in service are considered forre-nomination, balancing the value of continuity of service by existing members of the Board with that of obtaining a new perspective. If any member of the Board does not wish to continue in service or if the Nominating and Corporate Governance Committee the Board decides not tore-nominate a member forre-election or the Board decides to add a new director to the Board, the Nominating and Corporate Governance Committee would identify the desired skills and experience of a new nominee in light of the criteria above. Current members of each Company’s Nominating and Corporate Governance Committee and Board would review and discuss, for nomination, the individuals meeting the criteria of the Nominating and Corporate Governance Committee. Research may also be performed to identify qualified individuals. The Nominating and Corporate Governance Committee of each Company has not, but may choose to, engage an independent consultant or other third party to identify or evaluate or assist in identifying potential nominees to such Company’s Board.

Co-Investment Committees

Each Company’sCo-Investment Committee is responsible for reviewing and approving certainco-investment transactions in accordance with the conditions of the exemptive order we received from the SEC. The charter of each Company’sCo-Investment Committee is available in print to any stockholder who requests it.

OCSL

The current members of OCSL’sCo-Investment Committee are Messrs. Dutkiewicz, John B. Frank, Gamsin, Jacobson, Ruben and Zimmerman, each of whom is not an interested person of OCSL as defined in the 1940 Act and is independent for purposes of the NASDAQ listing rules, with the exception of Mr. John B. Frank who is an interested person as defined in the 1940 Act. Mr. Gamsin currently serves as the Chairman of the OCSLCo-Investment Committee.

OCSI

The current members of OCSI’sCo-Investment Committee are Messrs. Cohen, John B. Frank, Gamsin, Jacobson, Ruben and Zimmerman, each of whom is not an interested person of OCSI as defined in the 1940 Act

and is independent for purposes of the NASDAQ listing rules, with the exception of Mr. John B. Frank who is an interested person as defined in the 1940 Act. Mr. Gamsin currently serves as the Chairman of the OCSICo-Investment Committee.

Code of Business Conduct

Each Company has adopted a joint Code of Business Conduct which applies to, among others, executive officers, including the principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and all other officers, employees and directors of the Companies. If either Company makes any substantive amendment to, or grants a waiver from, a provision of the Code of Business Conduct, such Company will promptly disclose the nature of the amendment or waiver on its website at https://www.oaktreespecialtylending.com or https://www.oaktreestrategicincome.com, as applicable.

Executive Compensation

The executive officers of the Companies do not receive direct compensation from the applicable Company. The compensation of the principals and other investment professionals of Oaktree are paid by Oaktree Administrator. Further, each Company is prohibited under the 1940 Act from issuing equity incentive compensation, including stock options, stock appreciation rights, restricted stock and stock, to its officers or directors, or any employees it may have in the future. Compensation paid to each Company’s chief financial officer and chief compliance officer and their respective staffs and othernon-investment professionals at Oaktree that perform duties for each Company is set by Oaktree Administrator and is subject to reimbursement by each Company of an allocable portion of such compensation for services rendered to it.

During fiscal year 2017, OCSL reimbursed FSC CT LLC, its former administrator (the “Former Administrator”), approximately $2.2 million for the allocable portion of compensation expenses incurred by the Former Administrator on behalf of OCSL’s chief financial officer, chief compliance officer and other support personnel, pursuant to its prior administration agreement.

During fiscal year 2017, OCSI reimbursed the Former Administrator approximately $0.7 million for the allocable portion of compensation expenses incurred by the Former Administrator on behalf of OCSI’s chief financial officer, chief compliance officer and other support personnel, pursuant to its prior administration agreement.

Director Compensation

The following table sets forth compensation of each Company’s directors for the fiscal year ended September 30, 2017:

   Fees Earned or
Paid in Cash(1)(2)
   Total 

Name (Company or Companies)

  OCSL   OCSI   OCSL   OCSI 

Interested Directors:

        

Bernard D. Berman (OCSL; OCSI) (3) (4)

   —      —      —      —   

Patrick J. Dalton (OCSL; OCSI) (5)

   —      —      —      —   

Ivelin M. Dimitrov (OCSL; OCSI) (6)

   —      —      —      —   

Alexander C. Frank (OCSL; OCSI) (3) (4) (7)

   —      —      —      —   

John B. Frank (OCSL; OCSI) (8)

   —      —      —      —   

Sandeep K. Khorana (OCSL) (9)

   —      —      —      —   

Todd G. Owens (OCSL; OCSI) (10)

   —      —      —      —   

Independent Directors:

        

James Castro-Blanco (OCSL; OCSI) (3) (4) (11)

  $167,984   $98,630   $167,984   $98,630 

Richard W. Cohen (OCSI)

   —     $97,530    —     $97,530 

Brian S. Dunn (OCSL) (3)

  $188,061    —     $188,061    —   

Richard P. Dutkiewicz (OCSL; OCSI) (4)

  $194,880   $157,783   $194,880   $157,783 

Marc H. Gamsin (OCSL; OCSI) (8)

   —      —      —      —   

Byron J. Haney (OCSL) (3)

  $157,884    —     $157,884    —   

Craig Jacobson (OCSL; OCSI) (8)

   —      —      —      —   

Jeffrey R. Kay (OCSI) (4)

   —     $119,840    —     $119,840 

Douglas F. Ray (OCSL; OCSI) (3)

  $162,903   $64,289   $162,903   $64,289 

Richard G. Ruben (OCSL;OCSI) (8)

   —      —      —      —   

Bruce Zimmerman (OCSL; OCSI) (8)

   —      —      —      —   

(1)For a discussion of each Company’s independent directors’ compensation, see below.
(2)Neither Company maintains a stock or option plan,non-equity incentive plan or pension plan for its directors.
(3)On October 17, 2017, each of Bernard D. Berman, James Castro-Blanco, Brian S. Dunn, Alexander C. Frank, Byron J. Haney and Douglas F. Ray resigned as a member of OCSL’s Board.
(4)On October 17, 2017, each of Bernard D. Berman, James Castro-Blanco, Richard P. Dutkiewicz, Alexander C. Frank and Jeffrey R. Kay resigned as a member of OCSI’s Board.
(5)Mr. Dalton joined the Board of each Company on January 2, 2017 and resigned as chief executive officer of each Company and member of the Boards on April 4, 2017.
(6)Mr. Dimitrov resigned from his roles as OCSL’s President, OCSL’s Chief Investment Officer, OCSI’s Chief Executive Officer and member of each Company’s Board on January 2, 2017.
(7)Mr. Alexander C. Frank joined the Board of OCSL on May 8, 2017, joined the Board of OCSI on May 3, 2017 and resigned from both Boards on October 17, 2017.
(8)Messrs. John B. Frank, Marc H. Gamsin, Craig Jacobson, Richard G. Ruben and Bruce Zimmerman were not members of either Board during fiscal year 2017, and each joined the Boards on October 17, 2017.
(9)Mr. Khorana resigned as a member of OCSL’s Board on May 5, 2017.
(10)Mr. Owens resigned from his roles as OCSL’s Chief Executive Officer, OCSI’s President and member of each Company’s Board on January 2, 2017.
(11)Mr. Castro-Blanco joined the OCSI Board on October 19, 2016 and resigned from both Boards on October 17, 2017.

OCSL

For fiscal year 2017, the independent directors of OCSL each received an annual retainer fee of $100,000, payable once per year to independent directors that attend at least 75% of the meetings held the previous fiscal year. In addition, the independent directors of OCSL received $2,500 for each Board meeting in which the director attended in person and $1,000 for each Board meeting in which the director participated other than in person, and reimbursement of reasonableout-of-pocket expenses incurred in connection with attending each Board meeting. The independent directors also received $1,000 for each Board committee meeting in which they attended in person and $500 for each Board committee meeting in which they participated other than in person, and reimbursement of reasonableout-of-pocket expenses incurred in connection with attending a committee meeting not held concurrently with a Board meeting. For fiscal year 2017, the independent directors serving on the OCSLCo-Investment Committee, which was responsible for reviewing and approving certainco-investment transactions under the conditions of an exemptive order received from the SEC, also received $500 for eachCo-Investment Committee meeting in which they attended in person and $300 for eachCo-Investment Committee meeting in which they participated other than in person plus reimbursement of reasonableout-of-pocket expenses incurred in connection with attending eachCo-Investment Committee meeting not held concurrently with a Board meeting.

In addition, for fiscal year 2017, the Chairman of the OCSL Audit Committee received an annual retainer of $25,000, the Chairman of the subcommittee of the OCSL Audit Committee received an annual retainer of $25,000, the Chairman of the OCSL Nominating and Corporate Governance Committee and the OCSL Compensation Committee each received an annual retainer of $5,000 and the Chairman of the OCSLCo-Investment Committee received an annual retainer of $15,000.No compensation was paid to directors who were interested persons of OCSL as defined in the 1940 Act.

For fiscal year 2018, the independent directors of OCSL will receive an annual retainer fee of $135,000. In addition, the lead independent director will receive $15,000, and the Chair of the Company’s Audit Committee will also receive $15,000. The OCSL Board has also adopted a policy which, over a period of time, requires each independent director to hold Company stock equal to one year’s worth of compensation.

OCSI

For fiscal year 2017, the independent directors of OCSI each received an annual retainer fee of $55,500, payable once per year to independent directors that attend at least 75% of the meetings held the previous fiscal year. In addition, the independent directors of OCSI received $2,000 for each Board meeting in which the director attended in person and $1,000 for each Board meeting in which the director participated other than in person, and reimbursement of reasonableout-of-pocket expenses incurred in connection with attending each Board meeting. The independent directors also received $1,000 for each Board committee meeting in which they attended in person and $500 for each Board committee meeting in which they participated other than in person, and reimbursement of reasonableout-of-pocket expenses incurred in connection with attending a committee meeting not held concurrently with a Board meeting. For fiscal year 2017, the independent directors serving on the OCSICo-Investment Committee, which was responsible for reviewing and approving certainco-investment transactions under the conditions of the exemptive order received from the SEC, also received $500 for eachCo-Investment Committee meeting in which they attended in person and $300 for eachCo-Investment Committee meeting in which they participated other than in person plus reimbursement of reasonableout-of-pocket expenses incurred in connection with attending eachCo-Investment Committee meeting not held concurrently with a Board meeting.

In addition, for fiscal year 2017, the Chairman of the OCSI Audit Committee received an annual retainer of $25,000, the Chairman of the OCSI Nominating and Corporate Governance Committee and the OCSI Compensation Committee each received an annual retainer of $2,500 and the Chairman of the OCSICo-Investment Committee received an annual retainer of $15,000.No compensation was paid to directors who were interested persons of OCSI as defined in the 1940 Act.

For fiscal year 2018, the independent directors of OCSI will receive an annual retainer fee of $100,000. In addition, the lead independent director will receive $10,000, and the Chair of the Company’s Audit Committee will also receive $10,000. The OCSI Board has also adopted a policy which, over a period of time, requires each independent director to hold Company stock equal to one year’s worth of compensation.

PROPOSAL 2 — RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2018 FISCAL YEAR

Upon the recommendation of each respective Audit Committee of the Boards, each Board has retained EY as such Company’s independent registered public accounting firm for the fiscal year ending September 30, 2018, subject to ratification by each Company’s stockholders.

On January 4, 2018, PricewaterhouseCoopers LLP (“PwC”) resigned as the independent registered public accounting firm of each Company, and the Audit Committee of each Board accepted the resignation of PwC effective as of that date. PwC served as each Company’s independent registered public accounting firm for the fiscal years ended September 30, 2017 and 2016. The audit reports of PwC on each Company’s consolidated financial statements as of and for the fiscal years ended September 30, 2017 and 2016 did not contain an adverse opinion or a disclaimer of opinion, and they were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended September 30, 2017 and 2016 and through January 4, 2018, there were no disagreements between either Company and PwC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures which, if not resolved to the satisfaction of PwC, would have caused PwC to make reference to the subject matter of the disagreements in connection with its audit report, and, except as set forth in the following sentence, there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of RegulationS-K for either Company. As previously disclosed in the Companies’ respective Annual Reports on Form10-K for the fiscal years ended September 30, 2017 and 2016, management and PwC concluded that each Company had a material weakness in internal control over financial reporting because it did not design or maintain effective controls to internally communicate current accounting policies and procedures, including the nature of supporting documentation required to validate certain portfolio company data, as of each of September 30, 2017 and September 30, 2016. Each Audit Committee discussed the material weakness with PwC, and each Company has authorized PwC to respond fully to inquiries of such Company’s successor independent registered public accounting firm concerning this matter. Each Company received a letter from PwC addressed to the Securities and Exchange Commission stating that PwC agrees with the above statements concerning PwC. A copy of PwC’s letters, each dated January 8, 2018, was attached as an exhibit to Form8-Ks filed by each of OCSL and OCSI on January 8, 2018.

Effective January 4, 2018, each Audit Committee engaged EY to serve as such Company’s independent registered public accounting firm. During the fiscal years ended September 30, 2017 and 2016 and through January 4, 2018, none of OCSI, OCSL nor anyone on their behalf consulted with EY regarding: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of RegulationS-K) or a “reportable event” (as defined in Item 304(a)(1)(v) of RegulationS-K). It is expected that a representative of EY will participate in the virtual Annual Meeting and will have an opportunity to make a statement if he or she chooses and will be available to answer questions. It is not expected that a representative of PwC will participate in the virtual Annual Meeting.

Independent Auditor’s Fees

The following table presents fees for professional services rendered by PwC for the fiscal years ended September 30, 2017 and 2016.

   2017  2016 
   OCSL  OCSI  OCSL  OCSI 

Audit Fees

  $2,538,407  $544,163  $1,831,710  $493,601 

Audit-Related Fees

  $30,000  $10,000  $—    $—   

AggregateNon-Audit Fees:

     

Tax Fees

  $112,000  $24,900  $112,900  $25,000 

All Other Fees

   —     —     —     —   

Total AggregateNon-Audit Fees

  $112,000(1)  $24,900(2)  $112,900(3)  $25,000(4) 

Total Fees

  $2,680,407  $579,063  $1,944,610  $518,601 

(1)Non-audit fees represent 4.2% of total fees.
(2)Non-audit fees represent 4.3% of total fees.
(3)Non-audit fees represent 5.8% of total fees.
(4)Non-audit fees represent 4.8% of total fees.

Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of each Company’syear-end financial statements and services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings.

Audit-Related Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of each Company’s financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

Tax Fees. Tax fees consist of fees billed for professional services for tax compliance. These services include assistance regarding federal, state and local tax compliance.

All Other Fees. All other fees would include fees for products and services other than the services reported above.

Required Vote

For each Company, the affirmative vote of a majority of the votes cast at the Annual Meeting in person or by proxy is required to approve this proposal. Abstentions will not be included in determining the number of votes cast and, as a result, will have no effect on this proposal. Because brokers will have discretionary authority to vote for the ratification of the selection of each Company’s registered independent public accounting firm in the event that they do not receive voting instructions from the beneficial owner of shares of our common stock, there should not be any brokernon-votes with respect to this proposal.

Each Board unanimously recommends a vote “FOR” the proposal to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the applicable Company for the fiscal year ending September 30, 2018.

Audit Committee Report

The following is the joint report of the Audit Committees with respect to each Company’s audited financial statements for the fiscal year ended September 30, 2017.

As part of its oversight of each Company’s financial statements, each Company’s Audit Committee reviewed and discussed with both management and its independent registered public accounting firm the applicable Company’s audited financial statements filed with the SEC as of and for the fiscal year ended September 30, 2017. Each Company’s management advised each Audit Committee that all financial statements were prepared in accordance with U.S. generally accepted accounting principles (GAAP), and reviewed significant accounting issues with the Audit Committee. Each Company’s Audit Committee discussed with its independent registered public accounting firm the matters required to be discussed by Auditing Standards No. 16, (Communication with Audit Committees). The independent registered public accounting firm also provided to the Audit Committees of both Companies the written disclosures required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the applicable Company’s Audit Committee concerning independence, and such Audit Committee discussed the subject of independence with the independent registered public accounting firm.

Each Company’s Audit Committee has established apre-approval policy that describes the permitted audit, audit-related, tax and other services to be provided by its independent registered public accounting firm. Pursuant to the policies, each Company’s Audit Committeepre-approves the audit andnon-audit services performed by the independent registered public accounting firm 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 generalpre-approval must be submitted to the applicable Company’s Audit Committee for specificpre-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 applicable Audit Committee. However, such Audit Committee may delegatepre-approval authority to subcommittees of one or more of its members. The member or members to whom such authority is delegated shall report anypre-approval decisions to the applicable Audit Committee at its next scheduled meeting. Neither of the Companies’ Audit Committees delegates its responsibilities topre-approve services performed by the independent registered public accounting firm to management.

Each Company’s Audit Committee has reviewed the audit fees paid by such Company to its independent registered public accounting firm. It has also reviewednon-audit services and fees to assure compliance with the applicable Company’s and Audit Committee’s policies restricting the independent registered public accounting firm from performing services that might impair its independence.

Based on the reviews and discussions referred to above, the Audit Committee of each Company recommended to the applicable Board that the financial statements as of and for the year ended September 30, 2017, be included in each Company’s Annual Report on Form10-K for the year ended September 30, 2017, for filing with the SEC. Each of the Audit Committees also recommended the selection of EY to serve as the independent registered public accounting firm of the applicable Company for the fiscal year ending September 30, 2018.

OCSL Audit Committee

OCSI Audit Committee

Bruce Zimmerman, Chairman

Bruce Zimmerman, Chairman

Richard Dutkiewicz, Member

Marc Gamsin, Member

Marc Gamsin, Member

Richard Ruben, Member

Richard Ruben, Member

OTHER MATTERS


Stockholder Proposals

Any stockholder proposals submitted pursuant to the SEC’sSEC Rule14a-8 for inclusion in either Company’s proxy statement and form of proxy for the 20192020 annual meeting of stockholders must be received by the applicable Company on or before October 15, 2018.September 27, 2019. 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. Any such proposal should be mailed to: Oaktree Specialty Lending Corporation or Oaktree Strategic Income Corporation, as applicable, 333 South Grand Avenue, 28th28th Floor, Los Angeles, CA 90071, Attention: Secretary. In order for any proposal by an OCSL or OCSI stockholder made outside of Rule14a-8 under the Exchange Act to be considered “timely” within the meaning of Rule14a-4(c) of the Exchange Act, it must be received by the applicable Company not later than December 29, 2018. If your proposal is not “timely” within the meaning of Rule14a-4(c), then proxiesProxies solicited by the applicablea Company for the 2019 annual meeting of stockholders maywill confer discretionary voting authority with respect to such Companythese proposals, subject to vote on that proposal.SEC rules governing the exercise of this authority.

Stockholder proposals or director nominations for either Company to be presented at the 20192020 annual meeting of stockholders, other than stockholder proposals submitted pursuant to the SEC’sSEC Rule14a-8, must be delivered to, or mailed and received at, the principal executive offices of the applicable Company not more than 150 days and not less than 120 days prior to the date of the anniversary of the previous year’s annual meeting of stockholders. For the 20192020 annual meeting of stockholders of either Company, such Company must receive such proposals and nominations no earlier than November 7, 2018October 9, 2019 and no later than December 7, 2018.November 8, 2019. If the annual meeting of stockholders is scheduled to be held on a date more than thirty days prior to or after such anniversary date, stockholder proposals or director nominations must be received no later than the 10th10th day following the day on which such notice of the date of the 20192020 annual meeting of stockholders was mailed or such public disclosure of the date of the annual meeting was made. Proposals and nominations must also comply with the other requirements contained in OCSL’s or OCSI’s bylaws, as applicable, including supporting documentation and other information and representations.

Other Business

Each Company’s Board does not presently intend to bring any other business before the AnnualSpecial Meeting. As to any other business that may properly come before the AnnualSpecial Meeting, however, the proxies will be voted in respect thereof in accordance with the discretion of the proxyholders.

Whether or not you expect to participate in the virtual AnnualSpecial Meeting, please follow the instructions on the Notice of Internet Availability of Proxy Materialsenclosed proxy card to vote via the Internet, orby telephone, or request, sign, dateby signing, dating and return areturning the enclosed proxy card so that you may be represented at the AnnualSpecial Meeting. The AnnualSpecial Meeting will be a completely virtual meeting of stockholders and will be conducted exclusively by webcast. To participate in the AnnualSpecial Meeting, visit www.virtualshareholdermeeting.com/ocsl2018ocsl2019sm if you are an OCSL stockholder and/or www.virtualshareholdermeeting.com/ocsi2018ocsi2019sm if you are an OCSI stockholder and, in each case, enter the16-digit control number included in your Notice of Internet Availability of Proxy Materials, on the enclosed proxy card you received, or in the instructions that accompanied your proxy materials. Onlinecheck-in will begin at 9:55 a.m., Pacific Time. Please allow time for onlinecheck-in procedures. For questions regarding the virtual AnnualSpecial Meeting and voting, please contact us by calling us collect at (212) 284-1900,(213) 830-6300, bye-mail to OCSL atocsl-ir@oaktreecapital.com or to OCSI atocsi-ir@oaktreecapital.com, or by writing to Oaktree Specialty Lending Corporation or Oaktree Strategic Income Corporation, as applicable, 333 South Grand Avenue, 28th28th Floor, Los Angeles, CA 90071, Attention: Secretary.

Delivery of Proxy Materials

Please note that only one copy of the 2018this joint proxy statement the applicable 2017 Annual Report or Notice of Annual Meeting may be delivered to two or more stockholders of record of OCSL and/or OCSI who share an address unless we have received contrary instructions from one or more of such stockholders. We will deliver promptly, upon request, a separate copy of any of these documentsthis document to stockholders of record of OCSL and/or OCSI at a shared address to which a single copy of such document(s) was delivered. Stockholders who wish to receive a separate copy of any of these documents,this document, or to receive a single copy of such documentsdocument if multiple copies were delivered, now or in the future, should submit their request by calling us collect at (212) 284-1900(213) 830-6300 or by writing to Oaktree Specialty Lending Corporation or Oaktree Strategic Income Corporation, as applicable, 333 South Grand Avenue, 28th28th Floor, Los Angeles, CA 90071, Attention: Secretary.

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Available Information

We fileEach Company files periodic reports, current reports, proxy statements and other information with the SEC. This information is available at the SEC’s public reference room at 100 F Street, NE, Washington, D.C. 20549 and on the SEC’s website at www.sec.gov. The public may obtain information on the operation of the SEC’s public reference room by calling the SEC at (202)551-8090. This information, including each Company’s most recent Annual Report on Form10-K, is also available free of charge by calling us collect at (212) 284-1900,(213) 830-6300, bye-mail to OCSL atocsl-ir@oaktreecapital.com or to OCSI atocsi-ir@oaktreecapital.com, or by writing to Oaktree Specialty Lending Corporation or Oaktree Strategic Income Corporation, as applicable, 333 South Grand Avenue, 28th28th Floor, Los Angeles, CA 90071, Attention: Secretary, or on our website at https://www.oaktreespecialtylending.com or https://www.oaktreestrategicincome.com, respectively. The information on these websites is not incorporated by reference into this proxy statement.

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Exhibit A

*** Exercise Your RightINVESTMENT ADVISORY AGREEMENT
  to Vote ***
BETWEEN

OAKTREE SPECIALTY LENDING CORPORATION

AND

OAKTREE CAPITAL MANAGEMENT, L.P.

Important Notice RegardingThis Investment Advisory Agreement (this “Agreement”) made effective as of [   ], 2019 (the “Effective Date”), by and between OAKTREE SPECIALTY LENDING CORPORATION, a Delaware corporation (the “Company”), and OAKTREE CAPITAL MANAGEMENT, L.P., a Delaware limited partnership (the “Adviser”).

WHEREAS, the AvailabilityCompany is a closed-end management investment fund that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of Proxy Materials1940, as amended (the “Investment Company Act”); and

WHEREAS, the Adviser is organized as an investment adviser that is registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); and

WHEREAS, the Company and the Adviser desire to set forth the terms and conditions for the provision by the Adviser of investment advisory services to the Company.

Stockholder Meeting to Be Held on April 6, 2018.

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 appoints the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company, (the “Board”) for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the reports and/or registration statements that the Company files with the Securities and Exchange Commission (the “SEC”) from time to time; (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws; and (iii) 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 (A) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (B) identify, evaluate and negotiate the structure of the investments made by the Company; (C) execute, close, monitor and service the Company’s investments; (D) determine the securities and other assets that the Company will purchase, retain, or sell; (E) perform due diligence on prospective portfolio companies; and (F) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the negotiation, 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 obtain debt financing (or refinance such financing), the Adviser shall arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary 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.

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

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(c)   The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Adviser, and not the Company, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.

(d)   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.

(e)   Subject to review by and the overall control of the Board, the Adviser shall keep and preserve, in the manner and 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 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 shall surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.

2.Company’s Responsibilities and Expenses Payable by the Company.

All personnel of the Adviser, when and to the extent engaged in providing investment advisory services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Company. The Company shall bear all other costs and expenses of its operations and transactions, including (without limitation) fees and expenses relating to: (a) offering expenses; (b) diligence and monitoring of the Company’s financial, regulatory and legal affairs (to the extent an investment opportunity is being considered for the Company and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts); (c) the cost of calculating the Company’s net asset value; (d) the cost of effecting sales and repurchases of shares of the Company’s common stock and other securities; (e) management and incentive fees payable pursuant to this Agreement; (f) fees payable to third parties relating to, or associated with, making investments and valuing investments (including third-party valuation firms); (g) transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) any exchange listing fees; (m) federal, state and local taxes; (n) independent directors’ fees and expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filings, including periodic and current reports with the SEC; (r) fidelity bond, liability insurance and other insurance premiums; (s) printing, mailing, independent accountants and outside legal costs; (t) all other direct expenses incurred by either the Company’s administrator or the Company in connection with administering the Company’s business, including payments under the Company’s administration agreement with its administrator (as in effect from time to time, the “Administration Agreement”) that will be based upon the Company’s allocable portion of overhead and other expenses incurred by the Company’s administrator in performing its obligations under the Administration Agreement; and (u) the compensation of the Company’s chief financial officer and chief compliance officer, and their respective staffs.

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 (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Adviser may agree to temporarily or permanently waive or defer, in whole or in part, the Base Management Fee and/or the Incentive Fee. See Appendix A for examples of how these fees are

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calculated. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. Any portion of a deferred fee payable to the Adviser shall be deferred without interest and may be paid in any quarter prior to the termination of this Agreement as the Adviser may determine upon written notice to the Company.

(a)   The Base Management Fee shall be calculated at an annual rate of 1.50% of the Company’s gross assets, including any investments made with borrowings, but excluding any cash and cash equivalents; provided, however, that upon the effectiveness of the 150% asset coverage requirement pursuant to Section 61(a)(2) of the Investment Company Act, the Base Management Fee shall be calculated at an annual rate of 1.00% of the Company’s gross assets, including any investments made with borrowings, but excluding any cash and cash equivalents that exceeds the product of (A) 200% and (B) the Company’s net asset value. For the avoidance of doubt, the 200% will be calculated in accordance with the Investment Company Act and will give effect to exemptive relief the Company received with respect to debentures issued by a small business investment company subsidiary . For purposes of this Agreement, the term “cash and cash equivalents” will have the meaning ascribed to it from time to time in the notes to the financial statements that the Company files with the SEC. The Base Management Fee shall be payable quarterly in arrears, and shall be calculated based on the value of the Company’s gross assets at the end of each fiscal quarter, and appropriately adjusted for any equity capital raises or repurchases during such quarter. The Base Management Fee for any partial month or quarter shall be appropriately prorated (upon termination of the investment advisory agreement, as of the termination date).

(b)   Incentive Fee. The Incentive Fee shall consist of two parts, as follows:

(i)   The first part, referred to as the “Incentive Fee on Income,” shall be calculated and payable quarterly in arrears based on the Company’s “Pre-Incentive Fee Net Investment Income” for the immediately preceding quarter (or upon termination of the investment advisory agreement, as of the termination date). The payment of the Incentive Fee on Income shall be subject to payment of a preferred return to investors each quarter, expressed as a rate of return on the value of the Company’s net assets at the end of the most recently completed calendar quarter, of 1.50%, subject to a “catch up” feature (as described below).

For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies, other than fees for providing managerial assistance) accrued during the calendar quarter, minus the Company’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement, 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 payment-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.

The calculation of the Incentive Fee on Income for each quarter is as follows:

(A)   No Incentive Fee on Income shall be payable to the Adviser in any calendar quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed the preferred return rate of 1.50% (the “Preferred Return”) on net assets;

(B)   100% of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds the Preferred Return but is less than or equal to 1.8182% in any calendar quarter shall be payable to the Adviser. This portion of the company’s Incentive Fee on Income is referred to as the “catch up” and is intended to provide the Adviser with an incentive fee of 17.5% on all of the Company’s Pre-Incentive Fee Net Investment Income when the Company’s Pre-Incentive Fee Net Investment Income reaches 1.8182% on net assets in any calendar quarter; and

(C)   For any quarter in which the Company’s Pre-Incentive Fee Net Investment Income exceeds 1.8182% on net assets, the Incentive Fee on Income shall equal 17.5% of the amount of the Company’s Pre-Incentive Fee Net Investment Income, as the Preferred Return and catch-up will have been achieved.

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(ii)   The second part of the Incentive Fee, referred to as the “Incentive Fee on Capital Gains,” shall be determined and payable in arrears as of the end of each fiscal year (or upon termination of the investment advisory agreement, as of the termination date), commencing the fiscal year ending September 30, 2019, and shall equal 17.5% of the Company’s realized capital gains, if any, on a cumulative basis from the beginning of the fiscal year ending September 30, 2019 through the end of each subsequent fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees under this Agreement. Any realized capital gains, realized capital losses, unrealized capital appreciation and unrealized capital depreciation with respect to the Company’s portfolio as of the end of the fiscal year ending September 30, 2018 shall be excluded from the calculations of the second part of the incentive fee.

(c)   In certain circumstances the Adviser, any Sub-Adviser, or any of their respective affiliates, may receive compensation from a portfolio company in connection with the Company’s investment in such portfolio company. Any compensation received by the Adviser, Sub-Adviser, or any of their respective affiliates, attributable to the Company’s investment in any portfolio company, in excess of any of the limitations in or exemptions granted from the 1940 Act, any interpretation thereof by the staff of the SEC, or the conditions set forth in any exemptive relief granted to the Adviser, any Sub-Adviser or the Company by the SEC, shall be delivered promptly to the Company and the Company will retain such excess compensation for the benefit of its shareholders.

4.Covenants of the Adviser.

The Adviser covenants that it will maintain its registration as an investment adviser under the Advisers 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.Brokerage Commissions.

The Adviser is hereby authorized, to the fullest extent now or hereafter permitted by law, to cause the Company to pay a member of a national securities exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of such exchange, broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith, taking into account such factors as price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the firm and the firm’s risk and skill in positioning blocks of securities, that such amount of commission is reasonable in relation to the value of the brokerage and/or research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or its overall responsibilities with respect to the Company’s portfolio, and constitutes the best net results for the Company.

6.Other Activities of the Adviser.

The services of the Adviser to the Company are not exclusive. Subject to the provisions of the Company’s charter and by-laws, the Adviser and its managers, partners, principals, officers, employees and agents shall be free to act for their own account or the account of any other Account, and to 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 the Adviser’s services to the Company hereunder are not impaired thereby. The Company agrees that the Adviser may give advice and take action in the performance of its duties with respect to any of its other clients which may differ from advice given or the timing or nature of action taken with respect to the investments of the Company. Nothing in this Agreement shall limit or restrict the right of any manager, partner, principal, officer, employee or agent 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, subject to the Adviser’s right to enter into sub-advisory agreements. The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that directors, managers, officers, employees and stockholders of

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the Company are or may become interested in the Adviser and its affiliates, as directors, officers, employees, partners, principals, stockholders, members, managers, agents or otherwise, and that the Adviser and directors, officers, employees, partners, principals, stockholders, members, managers and agents of the Adviser and its affiliates are or may become similarly interested in the Company as stockholders or otherwise.

7.Responsibility of Dual Directors, Officers and/or Employees.

If any person who is a manager, partner, principal, officer, employee or agent of the Adviser is or becomes a director, manager, officer and/or employee of the Company and acts as such in any business of the Company, then such manager, partner, principal, officer, employee and/or agent of the Adviser shall be deemed to be acting in such capacity solely for the Company, and not as a manager, partner, principal, officer, employee or agent of the Adviser or under the control or direction of the Adviser, even if paid by the Adviser.

8.Limitation of Liability of the Adviser; Indemnification.

The Adviser (and its officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons and any other person or entity affiliated with the Adviser) 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, members (and their members, including the owners of their members), agents, employees, controlling persons and any other person or entity affiliated with the Adviser, 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 Paragraph 8 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement.

9.Effectiveness, Duration and Termination of Agreement.

This Agreement shall become effective as of the Effective Date. This Agreement shall remain in effect for two years from the Effective Date, 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 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 and each of whom is an “independent director” under applicable New York Stock Exchange listing standards. This Agreement may be terminated at any time, without the payment of any penalty, upon 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. This Agreement shall 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). Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Paragraph 3 through the date of termination or expiration.

10.Notices.

Any notice under this Agreement shall be given in writing, addressed and delivered or mailed, postage prepaid, to the other party at its principal office.

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11.Amendments.

This Agreement may be amended by mutual consent.

12.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. Notwithstanding the place where this Agreement may be executed by any of the parties hereto, this Agreement shall be construed in accordance with the laws of the State of New York. For so long as the Company is regulated as a BDC under the Investment Company Act, this Agreement shall also be construed in accordance with the applicable provisions of the Investment Company Act. In such case, to the extent the applicable laws of the State of New York, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control. To the fullest extent permitted by law, in the event of any dispute arising out of the terms and conditions of this Agreement, the parties hereto consent and submit to the jurisdiction of the courts of the State of New York in the county of New York and of the U.S. District Court for the Southern District of New York.

13.Forum Selection.

Any legal action or proceeding with respect to this Agreement or the services provided hereunder or for recognition and enforcement of any judgment in respect hereof brought by the other party hereto or its successors or assigns must be brought and determined in the state or United States district courts of the State of New York (and may not be brought or determined in any other forum or jurisdiction), and each party hereto submits with regard to any action or proceeding for itself and in respect of its property, generally and unconditionally, to the sole and exclusive jurisdiction of the aforesaid courts.

14.No Third Party Beneficiary.

Other than expressly provided for in Paragraph 8 of this Agreement, this Agreement does not and is not intended to confer any rights or remedies upon any person other than the parties to this Agreement; there are no third-party beneficiaries of this Agreement, including but not limited to stockholders of the Company.

15.Severability.

Every term and provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such term or provision will be enforced to the maximum extent permitted by law and, in any event, such illegality or invalidity shall not affect the validity of the remainder of this Agreement.

16.Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute a single agreement.

17.Survival of Certain Provisions.

The provisions of Paragraph 8 of this Agreement shall survive any termination or expiration of this Agreement and the dissolution, termination and winding up of the Company.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date above written.

OAKTREE SPECIALTY LENDING CORPORATION
By:

OAKTREE STRATEGIC LENDING CORPORATION

333 SOUTH GRAND AVENUE, 28TH FLOOR

LOS ANGELES, CA 90071

Name:
LOGO
Title:
OAKTREE CAPITAL MANAGEMENT, L.P.
By:
Name:
Title:
By:
Name:
Title:

[Signature Page to Investment Advisory Agreement]

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Appendix A

Example 1: Incentive Fee on Income for Each Quarter

Alternative 1

Assumptions

Investment income (including interest, dividends, fees, etc.) = 2%

Preferred return1 = 1.50%

Management fee2= 0.375%

Other expenses (legal, accounting, custodian, transfer agent, etc.) = 0.20%

Pre-Incentive Fee net investment income (investment income – (management fee + other expenses)) = 1.425%

Pre-Incentive Fee Net Investment Income does not exceed the Preferred Return, therefore there is no Incentive Fee on Income.

Alternative 2

Assumptions

Investment income (including interest, dividends, fees, etc.) = 2.375%

Preferred Return1 = 1.5%

Management fee2 = 0.375%

Other expenses (legal, accounting, custodian, transfer agent, etc.) = 0.20%

Pre-Incentive Fee net investment income (investment income – (management fee + other expenses)) = 1.80%

Incentive Fee = 17.5% × pre-Incentive Fee net investment income, subject to “catch-up”3

= 100% × (1.80% – 1.5%)

= 0.30%

Alternative 3

Assumptions

Investment income (including interest, dividends, fees, etc.) = 3.5%

Preferred Return1 = 1.5%

Management fee2 = 0.375%

Other expenses (legal, accounting, custodian, transfer agent, etc.) = 0.20%

Pre-Incentive Fee net investment income (investment income – (management fee + other expenses)) = 2.925%

Incentive Fee = 17.5% × pre-Incentive Fee net investment income, subject to “catch-up”3

Incentive Fee = 100% × “catch-up” + (17.5% × (pre-Incentive Fee net investment income – 1.8182))

Catch-up = 1.8182 – 1.5 = 0.3182

Incentive Fee = (100% × 0.3182) + (17.5% × (2.925 – 1.8182))

= 0.3182 + (17.5% × 1.1068)

= 0.3182 + 0.1937

= 0.5119

1Represents 6.0% annualized preferred return.
2Represents 1.5% annualized management fee.
3The “catch-up” provision is intended to provide the Adviser with an Incentive Fee of 17.5% on all of our pre-Incentive Fee net investment income as if a preferred return did not apply when our net investment income exceeds 1.5% in any calendar quarter and is not applied once the Adviser has received 17.5% of investment income in a quarter. The “catch-up” portion of our pre-Incentive Fee Net Investment Income is the portion that exceeds the 1.5% preferred return but is less than or equal to approximately 1.8182% (that is, 1.5% divided by (1 – 0.175)) in any fiscal quarter.

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Example 2: Incentive Fee on Capital Gains

Assumptions

Year 1: $10 million investment made in Company A (“Investment A”), $10 million investment made in Company B (“Investment B”), $10 million investment made in Company C (“Investment C”), $10 million investment made in Company D (“Investment D”) and $10 million investment made in Company E (“Investment E”).
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 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: 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 and FMV of Investment E determined to be $10 million
Year 6: Investment B sold for $16 million and FMV of Investment E determined to be $8 million.
Year 7: Investment E sold for $8 million and FMV.

These assumptions are summarized in the following chart:

Investment
A
Investment
B
Investment
C
Investment
D
Investment
E
Cumulative
Unrealized
Capital
Depreciation
Cumulative
Realized
Capital
Losses
Cumulative
Realized
Capital
Gains
Year 1
$10 million
(cost basis)
$10 million
(cost basis)
$10 million
(cost basis)
$10 million
(cost basis)
$10 million
(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
(sales price)
$14 million
FMV
$12 million
Year 5
$14 million
FMV
$20 million
(sale price)
$10 million
FMV
$22 million
Year 6
$16 million
(sale price)
$8 million
FMV
$2 million
$28 million
Year 7
$8 million
(sale price)
$2 million
$28 million
Year 1: None
Year 2:

Capital Gains Fee = 17.5% 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 Fee = (17.5% multiplied by ($10 million cumulative realized capital gains less $2 million cumulative capital depreciation)) less $1.4 million cumulative Capital Gains Fee previously paid = $1.4 million less $1.4 million = $0.00 million

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Year 4:

Capital Gains Fee = (17.5% multiplied by ($12 million cumulative realized capital gains)) less $1.4 million cumulative Capital Gains Fee previously paid = $2.1 million less $1.4 million = $0.7 million

Year 5:

Capital Gains Fee = (17.5% multiplied by ($22 million cumulative realized capital gains)) less $2.1 million cumulative Capital Gains Fee previously paid = $3.85 million less $2.1 million = $1.75 million

Year 6:

Capital Gains Fee = (17.5% multiplied by ($28 million cumulative realized capital gains less $2 million cumulative capital depreciation)) less $3.85 million cumulative Capital Gains Fee previously paid = $4.55 million less $3.85 million = $0.70 million

Year 7:

Capital Gains Fee = (17.5% multiplied by ($28 million cumulative realized capital gains less $2 million cumulative realized capital losses)) less $4.55 million cumulative Capital Gains Fee previously paid = $4.55 million less $4.55 million = $0.00 million

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Exhibit B

INVESTMENT ADVISORY AGREEMENT

BETWEEN

OAKTREE STRATEGIC INCOME CORPORATION

AND

OAKTREE CAPITAL MANAGEMENT, L.P.

This Investment Advisory Agreement (this “Agreement”) made this [ ] day of [ ], 2019 (the “Effective Date”), by and between OAKTREE STRATEGIC INCOME CORPORATION, a Delaware corporation (the “Company”), and OAKTREE CAPITAL MANAGEMENT, L.P., a Delaware limited partnership (the “Adviser”).

WHEREAS, the Company is a closed-end management investment fund that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”); and

WHEREAS, the Adviser is registered under 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, and the Adviser wishes to be retained to provide such services;

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the parties hereby agree as follows:

1.Duties of the Adviser.

(a)   The Company hereby appoints the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company, (the “Board”) for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the reports and/or registration statements that the Company files with the Securities and Exchange Commission (the “SEC”) from time to time; (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws; and (iii) 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 (A) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (B) identify, evaluate and negotiate the structure of the investments made by the Company; (C) execute, close, monitor and service the Company’s investments; (D) determine the securities and other assets that the Company will purchase, retain, or sell; (E) perform due diligence on prospective portfolio companies; and (F) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the negotiation, 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 obtain debt financing (or refinance such financing), the Adviser shall arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary 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.

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

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(c)   The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Adviser, and not the Company, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.

(d)   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.

(e)   Subject to review by and the overall control of the Board, the Adviser shall keep and preserve, in the manner and 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 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 shall surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.

2.Company’s Responsibilities and Expenses Payable by the Company.

All personnel of the Adviser, when and to the extent engaged in providing investment advisory services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Company. The Company shall bear all other costs and expenses of its operations and transactions, including (without limitation) fees and expenses relating to: (a) offering expenses; (b) diligence and monitoring of the Company’s financial, regulatory and legal affairs (to the extent an investment opportunity is being considered for the Company and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts); (c) the cost of calculating the Company’s net asset value; (d) the cost of effecting sales and repurchases of shares of the Company’s common stock and other securities; (e) management and incentive fees payable pursuant to this Agreement; (f) fees payable to third parties relating to, or associated with, making investments and valuing investments (including third-party valuation firms); (g) transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) any exchange listing fees; (m) federal, state and local taxes; (n) independent directors’ fees and expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filings, including periodic and current reports with the SEC; (r) fidelity bond, liability insurance and other insurance premiums; (s) printing, mailing, independent accountants and outside legal costs; (t) all other direct expenses incurred by either the Company’s administrator or the Company in connection with administering the Company’s business, including payments under the Company’s administration agreement with its administrator (as in effect from time to time, the “Administration Agreement”) that will be based upon the Company’s allocable portion of overhead and other expenses incurred by the Company’s administrator in performing its obligations under the Administration Agreement; and (u) the compensation of the Company’s chief financial officer and chief compliance officer, and their respective staffs.

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 (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Adviser may agree to temporarily or permanently waive or defer, in whole or in part, the Base Management Fee and/or the Incentive Fee. See Appendix A for examples of how these fees are

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calculated. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. Any portion of a deferred fee payable to the Adviser shall be deferred without interest and may be paid in any quarter prior to the termination of this Agreement as the Adviser may determine upon written notice to the Company.

(a)   The Base Management Fee shall be calculated at an annual rate of 1.00% of the Company’s gross assets, including any investments made with borrowings, but excluding any cash and cash equivalents. For purposes of this Agreement, the term “cash and cash equivalents” will have the meaning ascribed to it from time to time in the notes to the financial statements that the Company files with the SEC. The Base Management Fee shall be payable quarterly in arrears, and shall be calculated based on the average value of the Company’s gross assets at the end of the two most recently completed quarters. The Base Management Fee for any partial month or quarter shall be appropriately prorated(upon termination of the investment advisory agreement, as of the termination date).

(b)   The Incentive Fee shall consist of two parts, as follows:

(i)   The first part shall be calculated and payable quarterly in arrears based on the Company’s “Pre-Incentive Fee Net Investment Income” for the immediately preceding quarter (or upon termination of the investment advisory agreement, as of the termination date). For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies other than fees for providing managerial assistance) accrued during the quarter, minus the Company’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement, 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 payment-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 quarter, shall be compared to a “hurdle rate” of 1.5% per quarter (6% annualized), subject to a “catch-up” provision measured as of the end of each quarter. The Company’s net investment income used to calculate this part of the incentive fee is also included in the amount of the Company’s gross assets used to calculate the 1% base management fee. The operation of the incentive fee with respect to the Company’s Pre-Incentive Fee Net Investment Income for each quarter is as follows:

No incentive fee is payable to the Adviser in any quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate of 1.5% (the “preferred return” or “hurdle”).
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 but is less than or equal to 1.8182% in any quarter (7.2727% annualized) is payable to the Adviser. This portion of the Pre-Incentive Fee Net Investment Income (which exceeds the hurdle rate but is less than or equal to 1.8182%) is referred to as the “catch-up.” The “catch-up” provision is intended to provide the Adviser with an incentive fee of 17.5% on all of the Company’s Pre-Incentive Fee Net Investment Income as if a hurdle rate did not apply when the Company’s Pre- Incentive Fee Net Investment Income exceeds 1.8182% in any quarter.
17.5% of the amount of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 1.8182% in any quarter (7.2727% annualized) is payable to the Adviser once the hurdle is reached and the catch-up is achieved, (17.5% of all Pre-Incentive Fee Net Investment Income thereafter is allocated to the Adviser).

(ii)   The second part of the incentive fee shall be determined and payable in arrears as of the end of each fiscal year (or upon termination of the investment advisory agreement, as of the termination date), commencing the fiscal year ending September 30, 2019, and shall equal 17.5% of the Company’s realized capital gains, if any, on a cumulative basis from the beginning of the fiscal year ending September 30, 2019

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through the end of each subsequent fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees under this Agreement. Any realized capital gains, realized capital losses, unrealized capital appreciation and unrealized capital depreciation with respect to the Company’s portfolio as of the end of the fiscal year ending September 30, 2018 shall be excluded from the calculations of the second part of the incentive fee.

(c)   In certain circumstances the Adviser, any Sub-Adviser, or any of their respective affiliates, may receive compensation from a portfolio company in connection with the Company’s investment in such portfolio company. Any compensation received by the Adviser, Sub-Adviser, or any of their respective affiliates, attributable to the Company’s investment in any portfolio company, in excess of any of the limitations in or exemptions granted from the 1940 Act, any interpretation thereof by the staff of the SEC, or the conditions set forth in any exemptive relief granted to the Adviser, any Sub-Adviser or the Company by the SEC, shall be delivered promptly to the Company and the Company will retain such excess compensation for the benefit of its shareholders.

4.Covenants of the Adviser.

The Adviser covenants that it will maintain its registration as an investment adviser under the Advisers 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.Brokerage Commissions.

The Adviser is hereby authorized, to the fullest extent now or hereafter permitted by law, to cause the Company to pay a member of a national securities exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of such exchange, broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith, taking into account such factors as price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the firm and the firm’s risk and skill in positioning blocks of securities, that such amount of commission is reasonable in relation to the value of the brokerage and/or research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or its overall responsibilities with respect to the Company’s portfolio, and constitutes the best net results for the Company.

6.Other Activities of the Adviser.

The services of the Adviser to the Company are not exclusive. Subject to the provisions of the Company’s charter and by-laws, the Adviser and its managers, partners, principals, officers, employees and agents shall be free to act for their own account or the account of any other Account, and to 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 the Adviser’s services to the Company hereunder are not impaired thereby. The Company agrees that the Adviser may give advice and take action in the performance of its duties with respect to any of its other clients which may differ from advice given or the timing or nature of action taken with respect to the investments of the Company. Nothing in this Agreement shall limit or restrict the right of any manager, partner, principal, officer, employee or agent 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, subject to the Adviser’s right to enter into sub-advisory agreements. The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that directors, managers, officers, employees and stockholders of the Company are or may become interested in the Adviser and its affiliates, as directors, officers, employees, partners, principals, stockholders, members, managers, agents or otherwise, and that the Adviser and directors, officers, employees, partners, principals, stockholders, members, managers and agents of the Adviser and its affiliates are or may become similarly interested in the Company as stockholders or otherwise.

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7.Responsibility of Dual Directors, Officers and/or Employees.

If any person who is a manager, partner, principal, officer, employee or agent of the Adviser is or becomes a director, manager, officer and/or employee of the Company and acts as such in any business of the Company, then such manager, partner, principal, officer, employee and/or agent of the Adviser shall be deemed to be acting in such capacity solely for the Company, and not as a manager, partner, principal, officer, employee or agent of the Adviser or under the control or direction of the Adviser, even if paid by the Adviser.

8.Meeting Information

Meeting Type:         Annual Meeting

For holders as of:    February 9, 2018

Date:    April 6, 2018      Time:    10:00 a.m. Pacific  Time

Location:    Meeting live via the Internet—please visit

      www.virtualshareholdermeeting.com/ocsl2018.

The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/ocsl2018 and be sure to have the information that is printed in the box marked by the arrowLOGO (located on the following page).

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overviewLimitation of Liability of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online atwww.proxyvote.comor easily request a paper copy (see reverse side)Adviser; Indemnification.

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

The Adviser (and its officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons and any other person or entity affiliated with the Adviser) 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, members (and their members, including the owners of their members), agents, employees, controlling persons and any other person or entity affiliated with the Adviser, 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 Paragraph 8 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement.

9.Effectiveness, Duration and Termination of Agreement.

This Agreement shall become effective as of the Effective Date. This Agreement shall remain in effect for two years from the Effective Date, 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 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 and each of whom is an “independent director” under applicable New York Stock Exchange listing standards. This Agreement may be terminated at any time, without the payment of any penalty, upon 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. This Agreement shall 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). Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Paragraph 3 through the date of termination or expiration.

10.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.

11.Amendments.

This Agreement may be amended by mutual consent.

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12.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. Notwithstanding the place where this Agreement may be executed by any of the parties hereto, this Agreement shall be construed in accordance with the laws of the State of New York. For so long as the Company is regulated as a BDC under the Investment Company Act, this Agreement shall also be construed in accordance with the applicable provisions of the Investment Company Act. In such case, to the extent the applicable laws of the State of New York, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control. To the fullest extent permitted by law, in the event of any dispute arising out of the terms and conditions of this Agreement, the parties hereto consent and submit to the jurisdiction of the courts of the State of New York in the county of New York and of the U.S. District Court for the Southern District of New York.

13.Forum Selection.

Any legal action or proceeding with respect to this Agreement or the services provided hereunder or for recognition and enforcement of any judgment in respect hereof brought by the other party hereto or its successors or assigns must be brought and determined in the state or United States district courts of the State of New York (and may not be brought or determined in any other forum or jurisdiction), and each party hereto submits with regard to any action or proceeding for itself and in respect of its property, generally and unconditionally, to the sole and exclusive jurisdiction of the aforesaid courts.

14.No Third Party Beneficiary.

Other than expressly provided for in Paragraph 8 of this Agreement, this Agreement does not and is not intended to confer any rights or remedies upon any person other than the parties to this Agreement; there are no third-party beneficiaries of this Agreement, including but not limited to stockholders of the Company.

15.Severability.

Every term and provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such term or provision will be enforced to the maximum extent permitted by law and, in any event, such illegality or invalidity shall not affect the validity of the remainder of this Agreement.

16.Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute a single agreement.

17.Survival of Certain Provisions.

The provisions of Paragraph 8 of this Agreement shall survive any termination or expiration of this Agreement and the dissolution, termination and winding up of the Company.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date above written.

OAKTREE STRATEGIC INCOME CORPORATION

—  Before You Vote  —

How to Access the Proxy Materials

By:

Proxy Materials Available

Name:
Title:
OAKTREE CAPITAL MANAGEMENT, L.P.
By:
Name:
Title:
By:
Name:
Title:

[Signature Page to Investment Advisory Agreement]

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Appendix A

Example 1: Incentive Fee on Income for Each Quarter

Alternative 1

Assumptions

Investment income (including interest, dividends, fees, etc.) = 1.75%

Preferred return1 = 1.50%

Management fee2= 0.25%

Other expenses (legal, accounting, custodian, transfer agent, etc.) = 0.20%

Pre-Incentive Fee net investment income (investment income – (management fee + other expenses)) = 1.30%

Pre-Incentive Fee Net Investment Income does not exceed the Preferred Return, therefore there is no Subordinated Incentive Fee on Income.

Alternative 2

Assumptions

Investment income (including interest, dividends, fees, etc.) = 2.25%

Preferred Return1 = 1.50%

Management fee2 = 0.25%

Other expenses (legal, accounting, custodian, transfer agent, etc.) = 0.20%

Pre-Incentive Fee net investment income (investment income – (management fee + other expenses)) = 1.80%

Incentive Fee = 17.5% × pre-Incentive Fee net investment income, subject to “catch-up”3

= 100% × (1.80% – 1.5%)

= 0.30%

Alternative 3

Assumptions

Investment income (including interest, dividends, fees, etc.) = 3.5%

Preferred Return1 = 1.50%

Management fee2 = 0.25%

Other expenses (legal, accounting, custodian, transfer agent, etc.) = 0.20%

Pre-Incentive Fee net investment income (investment income – (management fee + other expenses)) = 3.05%

Incentive Fee = 17.5% × pre-Incentive Fee net investment income, subject to “catch-up”3

Incentive Fee = 100% × “catch-up” + (17.5% × (pre-Incentive Fee net investment income – 1.8182%))

Catch-up = 1.8182% – 1.5% = 0.3182%

Incentive Fee = (100% × 0.3182%) + (17.5% × (3.05% – 1.8182%))

= 0.3182% + (17.5% × 1.2318%)

= 0.3182% + 0.2158%

= 0.534%

1Represents 6.0% annualized preferred return.
2Represents 1.5% annualized management fee.
3The “catch-up” provision is intended to VIEWprovide the Adviser with an Incentive Fee of 17.5% on all of our pre-Incentive Fee net investment income as if a preferred return did not apply when our net investment income exceeds 1.5% in any calendar quarter and is not applied once the Adviser has received 17.5% of investment income in a quarter. The “catch-up” portion of our pre-Incentive Fee Net Investment Income is the portion that exceeds the 1.5% preferred return but is less than or RECEIVE:

NOTICE AND PROXY STATEMENT         ANNUAL REPORT

Howequal to View Online:approximately 1.8182% (that is, 1.5% divided by (1 – 0.175)) in any fiscal quarter.

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Example 2: Incentive Fee on Capital Gains

Assumptions

Year 1: $10 million investment made in Company A (“Investment A”), $10 million investment made in Company B (“Investment B”), $10 million investment made in Company C (“Investment C”), $10 million investment made in Company D (“Investment D”) and $10 million investment made in Company E (“Investment E”).
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 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: 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 and FMV of Investment E determined to be $10 million
Year 6: Investment B sold for $16 million and FMV of Investment E determined to be $8 million.
Year 7: Investment E sold for $8 million and FMV.

These assumptions are summarized in the following chart:

Have
Investment
A
Investment
B
Investment
C
Investment
D
Investment
E
Cumulative
Unrealized
Capital
Depreciation
Cumulative
Realized
Capital
Losses
Cumulative
Realized
Capital
Gains
Year 1
$10 million (cost basis)
$10 million (cost basis)
$10 million (cost basis)
$10 million (cost basis)
$10 million (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 (sales price)
$14 million FMV
$12 million
Year 5
$14 million FMV
$20 million (sale price)
$10 million FMV
$22 million
Year 6
$16 million (sale price)
$8 million FMV
$2 million
$28 million
Year 7
$8 million (sale price)
$2 million
$28 million

The Incentive Fee on Capital Gains would be:

Year 1: None
Year 2:

Capital Gains Fee = 17.5% 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 Fee = (17.5% multiplied by ($10 million cumulative realized capital gains less $2 million cumulative capital depreciation)) less $1.4 million cumulative Capital Gains Fee previously paid = $1.4 million less $1.4 million = $0.00 million

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Year 4:

Capital Gains Fee = (17.5% multiplied by ($12 million cumulative realized capital gains)) less $1.4 million cumulative Capital Gains Fee previously paid = $2.1 million less $1.4 million = $0.7 million

Year 5:

Capital Gains Fee = (17.5% multiplied by ($22 million cumulative realized capital gains)) less $2.1 million cumulative Capital Gains Fee previously paid = $3.85 million less $2.1 million = $1.75 million

Year 6:

Capital Gains Fee = (17.5% multiplied by ($28 million cumulative realized capital gains less $2 million cumulative capital depreciation)) less $3.85 million cumulative Capital Gains Fee previously paid = $4.55 million less $3.85 million = $0.70 million

Year 7:

Capital Gains Fee = (17.5% multiplied by ($28 million cumulative realized capital gains less $2 million cumulative realized capital losses)) less $4.55 million cumulative Capital Gains Fee previously paid = $4.55 million less $4.55 million = $0.00 million

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Exhibit C

AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT

BETWEEN

OAKTREE SPECIALTY LENDING CORPORATION

AND

OAKTREE CAPITAL MANAGEMENT, L.P.

This Amended and Restated Investment Advisory Agreement (this “Agreement”) made effective as of October 17[   ], 20172019 (the “Effective Date”), as amended on May 3, 2019, by and between OAKTREE SPECIALTY LENDING CORPORATION, a Delaware corporation (the “Company”), and OAKTREE CAPITAL MANAGEMENT, L.P., a Delaware limited partnership (the “Adviser”).

WHEREAS, the Company is a closed-end management investment fund that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”); and

WHEREAS, the Adviser is organized as an investment adviser that is registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); and

WHEREAS, the Company and the Adviser desire to set forth the terms and conditions for the 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 information that is printed in the box markedAdviser.

(a)   The Company hereby appoints the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors of the Company, (the “Board”) for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the reports and/or registration statements that the Company files with the Securities and Exchange Commission (the “SEC”) from time to time; (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws; and (iii) 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 (A) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (B) identify, evaluate and negotiate the structure of the investments made by the Company; (C) execute, close, monitor and service the Company’s investments; (D) determine the securities and other assets that the Company will purchase, retain, or sell; (E) perform due diligence on prospective portfolio companies; and (F) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the negotiation, 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 obtain debt financing (or refinance such financing), the Adviser shall arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary 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.

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

(c)   The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the

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Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Adviser, and not the Company, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.

(d)   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.

(e)   Subject to review by and the overall control of the Board, the Adviser shall keep and preserve, in the manner and 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 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 shall surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.

2.Company’s Responsibilities and Expenses Payable by the arrowLOGO (located on the following page) and visit:www.proxyvote.com.Company.

All personnel of the Adviser, when and to the extent engaged in providing investment advisory services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Company. The Company shall bear all other costs and expenses of its operations and transactions, including (without limitation) fees and expenses relating to: (a) offering expenses; (b) diligence and monitoring of the Company’s financial, regulatory and legal affairs (to the extent an investment opportunity is being considered for the Company and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts); (c) the cost of calculating the Company’s net asset value; (d) the cost of effecting sales and repurchases of shares of the Company’s common stock and other securities; (e) management and incentive fees payable pursuant to this Agreement; (f) fees payable to third parties relating to, or associated with, making investments and valuing investments (including third-party valuation firms); (g) transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) any exchange listing fees; (m) federal, state and local taxes; (n) independent directors’ fees and expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filings, including periodic and current reports with the SEC; (r) fidelity bond, liability insurance and other insurance premiums; (s) printing, mailing, independent accountants and outside legal costs; (t) all other direct expenses incurred by either the Company’s administrator or the Company in connection with administering the Company’s business, including payments under the Company’s administration agreement with its administrator (as in effect from time to time, the “Administration Agreement”) that will be based upon the Company’s allocable portion of overhead and other expenses incurred by the Company’s administrator in performing its obligations under the Administration Agreement; and (u) the compensation of the Company’s chief financial officer and chief compliance officer, and their respective staffs.

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one
3.Compensation of the following methods to make your request:

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 (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Adviser may agree to temporarily or permanently waive or defer, in whole or in part, the Base Management Fee and/or the Incentive Fee. See Appendix A for examples of how these fees are

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calculated. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. Any portion of a deferred fee payable to the Adviser shall be deferred without interest and may be paid in any quarter prior to the termination of this Agreement as the Adviser may determine upon written notice to the Company.

(a)   The Base Management Fee shall be calculated at an annual rate of 1.50% of the Company’s gross assets, including any investments made with borrowings, but excluding any cash and cash equivalents; provided, however, that upon the effectiveness of the 150% asset coverage requirement pursuant to Section 61(a)(2) of the Investment Company Act, the Base Management Fee shall be calculated at an annual rate of 1.00% of the Company’s gross assets, including any investments made with borrowings, but excluding any cash and cash equivalents that exceeds the product of (A) 200% and (B) the Company’s net asset value. For the avoidance of doubt, the 200% will be calculated in accordance with the Investment Company Act and will give effect to exemptive relief the Company received with respect to debentures issued by a small business investment company subsidiary . For purposes of this Agreement, the term “cash and cash equivalents” will have the meaning ascribed to it from time to time in the notes to the financial statements that the Company files with the SEC. The Base Management Fee shall be payable quarterly in arrears, and shall be calculated based on the value of the Company’s gross assets at the end of each fiscal quarter, and appropriately adjusted for any equity capital raises or repurchases during such quarter. The Base Management Fee for any partial month or quarter shall be appropriately prorated (upon termination of the investment advisory agreement, as of the termination date).

(b)   Incentive Fee. The Incentive Fee shall consist of two parts, as follows:

(i)   The first part, referred to as the “Incentive Fee on Income,” shall be calculated and payable quarterly in arrears based on the Company’s “Pre-Incentive Fee Net Investment Income” for the immediately preceding quarter (or upon termination of the investment advisory agreement, as of the termination date). The payment of the Incentive Fee on Income shall be subject to payment of a preferred return to investors each quarter, expressed as a rate of return on the value of the Company’s net assets at the end of the most recently completed calendar quarter, of 1.50%, subject to a “catch up” feature (as described below).

For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies, other than fees for providing managerial assistance) accrued during the calendar quarter, minus the Company’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement, 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 payment-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.

The calculation of the Incentive Fee on Income for each quarter is as follows:

(A)   No Incentive Fee on Income shall be payable to the Adviser in any calendar quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed the preferred return rate of 1.50% (the “Preferred Return”) on net assets;

(B)   100% of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds the Preferred Return but is less than or equal to 1.8182% in any calendar quarter shall be payable to the Adviser. This portion of the company’s Incentive Fee on Income is referred to as the “catch up” and is intended to provide the Adviser with an incentive fee of 17.5% on all of the Company’s Pre-Incentive Fee Net Investment Income when the Company’s Pre-Incentive Fee Net Investment Income reaches 1.8182% on net assets in any calendar quarter; and

(C)   For any quarter in which the Company’s Pre-Incentive Fee Net Investment Income exceeds 1.8182% on net assets, the Incentive Fee on Income shall equal 17.5% of the amount of the Company’s Pre-Incentive Fee Net Investment Income, as the Preferred Return and catch-up will have been achieved.

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(ii)   The second part of the Incentive Fee, referred to as the “Incentive Fee on Capital Gains,” shall be determined and payable in arrears as of the end of each fiscal year (or upon termination of the investment advisory agreement, as of the termination date), commencing the fiscal year ending September 30, 2019, and shall equal 17.5% of the Company’s realized capital gains, if any, on a cumulative basis from the beginning of the fiscal year ending September 30, 2019 through the end of each subsequent fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees under this Agreement. Any realized capital gains, realized capital losses, unrealized capital appreciation and unrealized capital depreciation with respect to the Company’s portfolio as of the end of the fiscal year ending September 30, 2018 shall be excluded from the calculations of the second part of the incentive fee.

(c)   In certain circumstances the Adviser, any Sub-Adviser, or any of their respective affiliates, may receive compensation from a portfolio company in connection with the Company’s investment in such portfolio company. Any compensation received by the Adviser, Sub-Adviser, or any of their respective affiliates, attributable to the Company’s investment in any portfolio company, in excess of any of the limitations in or exemptions granted from the 1940 Act, any interpretation thereof by the staff of the SEC, or the conditions set forth in any exemptive relief granted to the Adviser, any Sub-Adviser or the Company by the SEC, shall be delivered promptly to the Company and the Company will retain such excess compensation for the benefit of its shareholders.

4.

1)  BYINTERNET:

www.proxyvote.comCovenants of the Adviser.

The Adviser covenants that it will maintain its registration as an investment adviser under the Advisers 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.

2)  BYTELEPHONE:

1-800-579-1639Brokerage Commissions.

The Adviser is hereby authorized, to the fullest extent now or hereafter permitted by law, to cause the Company to pay a member of a national securities exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of such exchange, broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith, taking into account such factors as price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the firm and the firm’s risk and skill in positioning blocks of securities, that such amount of commission is reasonable in relation to the value of the brokerage and/or research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or its overall responsibilities with respect to the Company’s portfolio, and constitutes the best net results for the Company.

6.

3)  BY E-MAIL*:

sendmaterial@proxyvote.comOther Activities of the Adviser.

The services of the Adviser to the Company are not exclusive. Subject to the provisions of the Company’s charter and by-laws, the Adviser and its managers, partners, principals, officers, employees and agents shall be free to act for their own account or the account of any other Account, and to 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 the Adviser’s services to the Company hereunder are not impaired thereby. The Company agrees that the Adviser may give advice and take action in the performance of its duties with respect to any of its other clients which may differ from advice given or the timing or nature of action taken with respect to the investments of the Company. Nothing in this Agreement shall limit or restrict the right of any manager, partner, principal, officer, employee or agent 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, subject to the Adviser’s right to enter into sub-advisory agreements. The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that directors, managers, officers, employees and stockholders of

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the Company are or may become interested in the Adviser and its affiliates, as directors, officers, employees, partners, principals, stockholders, members, managers, agents or otherwise, and that the Adviser and directors, officers, employees, partners, principals, stockholders, members, managers and agents of the Adviser and its affiliates are or may become similarly interested in the Company as stockholders or otherwise.

7.

*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrowLOGO (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on Responsibility of Dual Directors, Officers and/or before March 25, 2018 to facilitate timely delivery.

Employees.

If any person who is a manager, partner, principal, officer, employee or agent of the Adviser is or becomes a director, manager, officer and/or employee of the Company and acts as such in any business of the Company, then such manager, partner, principal, officer, employee and/or agent of the Adviser shall be deemed to be acting in such capacity solely for the Company, and not as a manager, partner, principal, officer, employee or agent of the Adviser or under the control or direction of the Adviser, even if paid by the Adviser.

8.

—  How To Vote  —

Please Choose OneLimitation of Liability of the Following Voting Methods

LOGO

Vote By Internet:

Adviser; Indemnification.Before The Meeting:

Go towww.proxyvote.com.Have the information that is printed in the box marked by the arrowLOGO (located on the following page) available and follow the instructions.

During The Meeting:

Go towww.virtualshareholdermeeting.com/ocsl2018.Have the information that is printed in the box marked by the arrowLOGO (located on the following page) available and follow the instructions.

Vote By Mail:You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

The Adviser (and its officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons and any other person or entity affiliated with the Adviser) 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, members (and their members, including the owners of their members), agents, employees, controlling persons and any other person or entity affiliated with the Adviser, 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 Paragraph 8 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement.

9.Effectiveness, Duration and Termination of Agreement.


This Agreement shall become effective as of the Effective Date. This Agreement shall remain in effect for two years from the Effective Date, 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 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 and each of whom is an “independent director” under applicable New York Stock Exchange listing standards. This Agreement may be terminated at any time, without the payment of any penalty, upon 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. This Agreement shall 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). Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Paragraph 3 through the date of termination or expiration.

10.Notices.

Any notice under this Agreement shall be given in writing, addressed and delivered or mailed, postage prepaid, to the other party at its principal office.

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11.Amendments.

This Agreement may be amended by mutual consent.

12.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. Notwithstanding the place where this Agreement may be executed by any of the parties hereto, this Agreement shall be construed in accordance with the laws of the State of New York. For so long as the Company is regulated as a BDC under the Investment Company Act, this Agreement shall also be construed in accordance with the applicable provisions of the Investment Company Act. In such case, to the extent the applicable laws of the State of New York, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control. To the fullest extent permitted by law, in the event of any dispute arising out of the terms and conditions of this Agreement, the parties hereto consent and submit to the jurisdiction of the courts of the State of New York in the county of New York and of the U.S. District Court for the Southern District of New York.

13.Forum Selection.

Any legal action or proceeding with respect to this Agreement or the services provided hereunder or for recognition and enforcement of any judgment in respect hereof brought by the other party hereto or its successors or assigns must be brought and determined in the state or United States district courts of the State of New York (and may not be brought or determined in any other forum or jurisdiction), and each party hereto submits with regard to any action or proceeding for itself and in respect of its property, generally and unconditionally, to the sole and exclusive jurisdiction of the aforesaid courts.

14.No Third Party Beneficiary.

Other than expressly provided for in Paragraph 8 of this Agreement, this Agreement does not and is not intended to confer any rights or remedies upon any person other than the parties to this Agreement; there are no third-party beneficiaries of this Agreement, including but not limited to stockholders of the Company.

15.Severability.

Every term and provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such term or provision will be enforced to the maximum extent permitted by law and, in any event, such illegality or invalidity shall not affect the validity of the remainder of this Agreement.

16.Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute a single agreement.

17.Survival of Certain Provisions.

The provisions of Paragraph 8 of this Agreement shall survive any termination or expiration of this Agreement and the dissolution, termination and winding up of the Company.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date above written.

OAKTREE SPECIALTY LENDING CORPORATION
                    Voting Items                     
By:
Name:
Title:
OAKTREE CAPITAL MANAGEMENT, L.P.
By:
Name:
Title:
By:
Name:
Title:

[Signature Page to Investment Advisory Agreement]

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Appendix A

Example 1: Incentive Fee on Income for Each Quarter

Alternative 1

Assumptions

Investment income (including interest, dividends, fees, etc.) = 2%

Preferred return1 = 1.50%

Management fee2 = 0.375%

Other expenses (legal, accounting, custodian, transfer agent, etc.) = 0.20%

Pre-Incentive Fee net investment income (investment income – (management fee + other expenses)) = 1.425%

Pre-Incentive Fee Net Investment Income does not exceed the Preferred Return, therefore there is no Incentive Fee on Income.

Alternative 2

Assumptions

Investment income (including interest, dividends, fees, etc.) = 2.375%

Preferred Return1 = 1.5%

Management fee2 = 0.375%

Other expenses (legal, accounting, custodian, transfer agent, etc.) = 0.20%

Pre-Incentive Fee net investment income (investment income – (management fee + other expenses)) = 1.80%

Incentive Fee = 17.5% × pre-Incentive Fee net investment income, subject to “catch-up”3

= 100% × (1.80% – 1.5%)

= 0.30%

Alternative 3

Assumptions

Investment income (including interest, dividends, fees, etc.) = 3.5%

Preferred Return1 = 1.5%

Management fee2 = 0.375%

Other expenses (legal, accounting, custodian, transfer agent, etc.) = 0.20%

Pre-Incentive Fee net investment income (investment income – (management fee + other expenses)) = 2.925%

Incentive Fee = 17.5% × pre-Incentive Fee net investment income, subject to “catch-up”3

Incentive Fee = 100% × “catch-up” + (17.5% × (pre-Incentive Fee net investment income – 1.8182))

Catch-up = 1.8182 – 1.5 = 0.3182

Incentive Fee = (100% × 0.3182) + (17.5% × (2.925 – 1.8182))

= 0.3182 + (17.5% × 1.1068)

= 0.3182 + 0.1937

= 0.5119

1Represents 6.0% annualized preferred return.
2Represents 1.5% annualized management fee.
3The “catch-up” provision is intended to provide the Adviser with an Incentive Fee of 17.5% on all of our pre-Incentive Fee net investment income as if a preferred return did not apply when our net investment income exceeds 1.5% in any calendar quarter and is not applied once the Adviser has received 17.5% of investment income in a quarter. The “catch-up ” portion of our pre-Incentive Fee Net Investment Income is the portion that exceeds the 1.5% preferred return but is less than or equal to approximately 1.8182% (that is, 1.5% divided by(1 — 0.175)) in any fiscal quarter.

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Example 2: Incentive Fee on Capital Gains

Assumptions

Year 1: $10 million investment made in Company A (“Investment A”), $10 million investment made in Company B (“Investment B”), $10 million investment made in Company C (“Investment C”), $10 million investment made in Company D (“Investment D”) and $10 million investment made in Company E (“Investment E”).
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 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: 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 and FMV of Investment E determined to be $10 million
Year 6: Investment B sold for $16 million and FMV of Investment E determined to be $8 million.
Year 7: Investment E sold for $8 million and FMV.

These assumptions are summarized in the following chart:

Investment
A
Investment
B
Investment
C
Investment
D
Investment
E
Cumulative
Unrealized
Capital
Depreciation
Cumulative
Realized
Capital
Losses
Cumulative
Realized
Capital
Gains
Year 1
$10 million (cost basis)
$10 million (cost basis)
$10 million (cost basis)
$10 million (cost basis)
$10 million (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 (sales price)
$14 million FMV
$12 million
Year 5
$14 million FMV
$20 million (sale price)
$10 million FMV
$22 million
Year 6
$16 million (sale price)
$8 million FMV
$2 million
$28 million
Year 7
$8 million (sale price)
$2 million
$28 million
Year 1: None
Year 2:

Capital Gains Fee = 17.5% 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 Fee = (17.5% multiplied by ($10 million cumulative realized capital gains less $2 million cumulative capital depreciation)) less $1.4 million cumulative Capital Gains Fee previously paid = $1.4 million less $1.4 million = $0.00 million

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Year 4:

Capital Gains Fee = (17.5% multiplied by ($12 million cumulative realized capital gains)) less $1.4 million cumulative Capital Gains Fee previously paid = $2.1 million less $1.4 million = $0.7 million

Year 5:

Capital Gains Fee = (17.5% multiplied by ($22 million cumulative realized capital gains)) less $2.1 million cumulative Capital Gains Fee previously paid = $3.85 million less $2.1 million = $1.75 million

Year 6:

Capital Gains Fee = (17.5% multiplied by ($28 million cumulative realized capital gains less $2 million cumulative capital depreciation)) less $3.85 million cumulative Capital Gains Fee previously paid = $4.55 million less $3.85 million = $0.70 million

Year 7:

Capital Gains Fee = (17.5% multiplied by ($28 million cumulative realized capital gains less $2 million cumulative realized capital losses)) less $4.55 million cumulative Capital Gains Fee previously paid = $4.55 million less $4.55 million = $0.00 million

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Exhibit D

INVESTMENT ADVISORY AGREEMENT

BETWEEN

OAKTREE STRATEGIC INCOME CORPORATION

AND

OAKTREE CAPITAL MANAGEMENT, L.P.

This Investment Advisory Agreement (this “Agreement”) made this 17th[   ] day of October, 2017[   ], 2019 (the “Effective Date”), by and between OAKTREE STRATEGIC INCOME CORPORATION, a Delaware corporation (the “Company”), and OAKTREE CAPITAL MANAGEMENT, L.P., a Delaware limited partnership (the “Adviser”).

WHEREAS, the Company is a closed-end management investment fund that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”); and

WHEREAS, the Adviser is registered under 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, and the Adviser wishes to be retained to provide such services;

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the parties hereby agree as follows:

1.Duties of the Adviser.

(a)   The Company hereby appoints the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board of Directors recommends you vote FORof the Company, (the “Board”) for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the reports and/or registration statements that the Company files with the Securities and Exchange Commission (the “SEC”) from time to time; (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws; and (iii) 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 (A) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (B) identify, evaluate and negotiate the structure of the investments made by the Company; (C) execute, close, monitor and service the Company’s investments; (D) determine the securities and other assets that the Company will purchase, retain, or sell; (E) perform due diligence on prospective portfolio companies; and (F) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the negotiation, 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 obtain debt financing (or refinance such financing), the Adviser shall arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary 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.

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

(c)   The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the

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Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Adviser, and not the Company, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.

(d)   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.

(e)   Subject to review by and the overall control of the Board, the Adviser shall keep and preserve, in the manner and 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 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 shall surrender promptly to the Company any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.

2.Company’s Responsibilities and Expenses Payable by the Company.

All personnel of the Adviser, when and to the extent engaged in providing investment advisory services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Company. The Company shall bear all other costs and expenses of its operations and transactions, including (without limitation) fees and expenses relating to: (a) offering expenses; (b) diligence and monitoring of the Company’s financial, regulatory and legal affairs (to the extent an investment opportunity is being considered for the Company and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts); (c) the cost of calculating the Company’s net asset value; (d) the cost of effecting sales and repurchases of shares of the Company’s common stock and other securities; (e) management and incentive fees payable pursuant to this Agreement; (f) fees payable to third parties relating to, or associated with, making investments and valuing investments (including third-party valuation firms); (g) transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) any exchange listing fees; (m) federal, state and local taxes; (n) independent directors’ fees and expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filings, including periodic and current reports with the SEC; (r) fidelity bond, liability insurance and other insurance premiums; (s) printing, mailing, independent accountants and outside legal costs; (t) all other direct expenses incurred by either the Company’s administrator or the Company in connection with administering the Company’s business, including payments under the Company’s administration agreement with its administrator (as in effect from time to time, the “Administration Agreement”) that will be based upon the Company’s allocable portion of overhead and other expenses incurred by the Company’s administrator in performing its obligations under the Administration Agreement; and (u) the compensation of the Company’s chief financial officer and chief compliance officer, and their respective staffs.

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 (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Adviser may agree to temporarily or permanently waive or defer, in whole or in part, the Base Management Fee and/or the Incentive Fee. See Appendix A for examples of how these fees are

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calculated. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. Any portion of a deferred fee payable to the Adviser shall be deferred without interest and may be paid in any quarter prior to the termination of this Agreement as the Adviser may determine upon written notice to the Company.

(a)   The Base Management Fee shall be calculated at an annual rate of 1.00% of the Company’s gross assets, including any investments made with borrowings, but excluding any cash and cash equivalents. For purposes of this Agreement, the term “cash and cash equivalents” will have the meaning ascribed to it from time to time in the notes to the financial statements that the Company files with the SEC. The Base Management Fee shall be payable quarterly in arrears, and shall be calculated based on the average value of the Company’s gross assets at the end of the two most recently completed quarters. The Base Management Fee for any partial month or quarter shall be appropriately prorated(upon termination of the investment advisory agreement, as of the termination date). The initial payment of the Base Management Fee shall cover the entire quarter in which this Agreement becomes effective, and be calculated at the blended rate of (i) the number of days in such quarter prior to the Effective Date multiplied by the base management fee as calculated pursuant to the terms of the Investment Advisory Agreement, dated June 27, 2013, by and between the Company and Fifth Street Management LLC, plus (ii) the number of days in such quarter after and including the Effective Date multiplied by the Base Management Fee set forth above, then divided by (iii) the total number of days in such quarter, in order to allow the Adviser to receive on behalf of Fifth Street Management LLC and remit as paying agent the pro rata portion of the base management fee that was earned by, but not paid to, Fifth Street Management LLC for services rendered to the Company under the Investment Advisory Agreement, dated June 27, 2013, by and between the Company and Fifth Street Management LLC.

(b)   The Incentive Fee shall consist of two parts, as follows:

(i)   The first part shall be calculated and payable quarterly in arrears based on the Company’s “Pre-Incentive Fee Net Investment Income” for the immediately preceding quarter (or upon termination of the investment advisory agreement, as of the termination date). The initial payment of this part of the Incentive Fee shall cover the entire quarter in which this Agreement becomes effective, and be calculated at the blended rate of (i) the number of days in such quarter prior to the Effective Date multiplied by the incentive fee on income as calculated pursuant to the terms of the Investment Advisory Agreement, dated June 27, 2013, by and between the Company and Fifth Street Management LLC, plus (ii) the number of days in such quarter after and including the Effective Date multiplied by the incentive fee on income set forth below, then divided by (iii) the total number of days in such quarter, in order to allow the Adviser to receive on behalf of Fifth Street Management LLC and remit as paying agent the pro rata portion of the incentive fee on income that was earned by, but not paid to, Fifth Street Management LLC for services rendered to the Company under the Investment Advisory Agreement, dated June 27, 2013, by and between the Company and Fifth Street Management LLC. For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies other than fees for providing managerial assistance) accrued during the quarter, minus the Company’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement, 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 payment-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 quarter, shall be compared to a “hurdle rate” of 1.5% per quarter (6% annualized), subject to a “catch-up” provision measured as of the end of each quarter. The Company’s net investment income used to calculate this part of the incentive fee is also included in the amount of the Company’s gross assets used to calculate the 1% base management fee. The operation of the incentive fee with respect to the Company’s Pre-Incentive Fee Net Investment Income for each quarter is as follows:

No incentive fee is payable to the Adviser in any quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate of 1.5% (the “preferred return” or “hurdle”).

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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 but is less than or equal to 1.8182% in any quarter (7.2727% annualized) is payable to the Adviser. This portion of the Pre-Incentive Fee Net Investment Income (which exceeds the hurdle rate but is less than or equal to 1.8182%) is referred to as the “catch-up.” The “catch-up” provision is intended to provide the Adviser with an incentive fee of 17.5% on all of the following nominees.Company’s Pre-Incentive Fee Net Investment Income as if a hurdle rate did not apply when the Company’s Pre- Incentive Fee Net Investment Income exceeds 1.8182% in any quarter.
17.5% of the amount of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 1.8182% in any quarter (7.2727% annualized) is payable to the Adviser once the hurdle is reached and the catch-up is achieved, (17.5% of all Pre-Incentive Fee Net Investment Income thereafter is allocated to the Adviser).

(ii)   The second part of the incentive fee shall be determined and payable in arrears as of the end of each fiscal year (or upon termination of the investment advisory agreement, as of the termination date), commencing the fiscal year ending September 30, 2019, and shall equal 17.5% of the Company’s realized capital gains, if any, on a cumulative basis from the beginning of the fiscal year ending September 30, 2019 through the end of each subsequent fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees under this Agreement. Any realized capital gains, realized capital losses, unrealized capital appreciation and unrealized capital depreciation with respect to the Company’s portfolio as of the end of the fiscal year ending September 30, 2018 shall be excluded from the calculations of the second part of the incentive fee.

1.To elect two directors of the Company, each of whom will serve until the Company’s 2021 Annual Meeting of Stockholders or until his successor is duly elected and qualified:

01)Marc H. Gamsin
02)Craig Jacobson

The Board(c)   In certain circumstances the Adviser, any Sub-Adviser, or any of Directors recommends you vote FORtheir respective affiliates, may receive compensation from a portfolio company in connection with the following proposal.

2.To ratify the appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending September 30, 2018.

To transactCompany’s investment in such other business as may properly come beforeportfolio company. Any compensation received by the Annual MeetingAdviser, Sub-Adviser, or any of their respective affiliates, attributable to the Company’s investment in any portfolio company, in excess of any of the limitations in or exemptions granted from the 1940 Act, any interpretation thereof by the staff of the SEC, or the conditions set forth in any exemptive relief granted to the Adviser, any Sub-Adviser or the Company by the SEC, shall be delivered promptly to the Company and any adjournments or postponements thereof.

LOGO


LOGO


OAKTREE SPECIALTY LENDING CORPORATION

333 SOUTH GRAND AVENUE, 28TH FLOOR

LOS ANGELES, CA 90071

VOTE BY INTERNET

Before The Meeting - Go towww.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. 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 towww.virtualshareholdermeeting.com/ocsl2018

You 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 - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

the Company will retain such excess compensation for the benefit of its shareholders.

4.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

E35716-P01438

KEEP THIS PORTION FOR YOUR RECORDSCovenants of the Adviser.

— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

The Adviser covenants that it will maintain its registration as an investment adviser under the Advisers 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.
OAKTREE SPECIALTY LENDING CORPORATION

For

All

Withhold

All

For All

Except

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

The Board of Directors recommends that you vote FOR all of the following nominees:

Votes on Directors

1.

To elect two directors of the Company, each of whom will serve until the Company’s 2021 Annual Meeting of Stockholders or until his successor is duly elected and qualified:

01) Marc H. Gamsin
02) Craig Jacobson

The Board of Directors recommends you vote FOR the following proposal.

Votes on Proposal

ForAgainstAbstain
2.

To ratify the appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending September 30, 2018.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED AS THE BOARD OF DIRECTORS RECOMMENDS.

Please 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 each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Brokerage Commissions.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date


Important Notice RegardingThe Adviser is hereby authorized, to the Availabilityfullest extent now or hereafter permitted by law, to cause the Company to pay a member of Proxy Materialsa national securities exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of such exchange, broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith, taking into account such factors as price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the firm and the firm’s risk and skill in positioning blocks of securities, that such amount of commission is reasonable in relation to the value of the brokerage and/or research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or its overall responsibilities with respect to the Company’s portfolio, and constitutes the best net results for the Annual Meeting:

The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.

 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —

E35717-P01438            Company.

6.

Oaktree Specialty Lending Corporation

ANNUAL MEETING OF STOCKHOLDERS

April 6, 2018 10:00 A.M. Pacific Time

This proxy is solicited by the Board of Directors

The undersigned hereby appoints Edgar Lee, Mathew Pendo and Mary Gallegly, and each of them, and each with full power of substitution, to act as attorneys and proxies for the undersigned to vote all the shares of common stock of Oaktree Specialty Lending Corporation (the “Company”) which the undersigned is entitled to vote at the 2018 Annual Meeting of StockholdersOther Activities of the Company, to be held virtually on April 6, 2018, at 10:00 a.m. Pacific Time, at the following website:www.virtualshareholdermeeting.com/ocsl2018, and any adjournments Adviser.

The services of the Adviser to the Company are not exclusive. Subject to the provisions of the Company’s charter and by-laws, the Adviser and its managers, partners, principals, officers, employees and agents shall be free to act for their own account or the account of any other Account, and to engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or

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TABLE OF CONTENTS

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 the Adviser’s services to the Company hereunder are not impaired thereby. The Company agrees that the Adviser may give advice and take action in the performance of its duties with respect to any of its other clients which may differ from advice given or the timing or nature of action taken with respect to the investments of the Company. Nothing in this Agreement shall limit or restrict the right of any manager, partner, principal, officer, employee or agent 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, subject to the Adviser’s right to enter into sub-advisory agreements. The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that directors, managers, officers, employees and stockholders of the Company are or may become interested in the Adviser and its affiliates, as directors, officers, employees, partners, principals, stockholders, members, managers, agents or otherwise, and that the Adviser and directors, officers, employees, partners, principals, stockholders, members, managers and agents of the Adviser and its affiliates are or may become similarly interested in the Company as stockholders or otherwise.

7.Responsibility of Dual Directors, Officers and/or postponements thereof, as indicated on this proxy. The undersigned acknowledges receiptEmployees.

If any person who is a manager, partner, principal, officer, employee or agent of the Adviser is or becomes a director, manager, officer and/or employee of the Company and acts as such in any business of the Company, then such manager, partner, principal, officer, employee and/or agent of the Adviser shall be deemed to be acting in such capacity solely for the Company, and not as a manager, partner, principal, officer, employee or agent of the Adviser or under the control or direction of the Adviser, even if paid by the Adviser.

8.Limitation of Liability of the NoticeAdviser; Indemnification.

The Adviser (and its officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons and any other person or entity affiliated with the Adviser) 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, members (and their members, including the owners of their members), agents, employees, controlling persons and any other person or entity affiliated with the Adviser, 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 Paragraph 8 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement.

9.Effectiveness, Duration and Termination of Annual Meeting of StockholdersAgreement.

This Agreement shall become effective as of the Effective Date. This Agreement shall remain in effect for two years from the Effective Date, 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 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

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Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act and each of whom is an “independent director” under applicable New York Stock Exchange listing standards. This Agreement may be terminated at any time, without the payment of any penalty, upon 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. This Agreement shall 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). Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Paragraph 3 through the date of termination or expiration.

10.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.

11.Amendments.

This Agreement may be amended by mutual consent.

12.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. Notwithstanding the place where this Agreement may be executed by any of the parties hereto, this Agreement shall be construed in accordance with the laws of the State of New York. For so long as the Company is regulated as a BDC under the Investment Company Act, this Agreement shall also be construed in accordance with the applicable provisions of the Investment Company Act. In such case, to the extent the applicable laws of the State of New York, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control. To the fullest extent permitted by law, in the event of any dispute arising out of the terms and conditions of this Agreement, the parties hereto consent and submit to the jurisdiction of the courts of the State of New York in the county of New York and of the U.S. District Court for the Southern District of New York.

13.Forum Selection.

Any legal action or proceeding with respect to this Agreement or the services provided hereunder or for recognition and enforcement of any judgment in respect hereof brought by the other party hereto or its successors or assigns must be brought and determined in the state or United States district courts of the State of New York (and may not be brought or determined in any other forum or jurisdiction), and each party hereto submits with regard to any action or proceeding for itself and in respect of its property, generally and unconditionally, to the sole and exclusive jurisdiction of the aforesaid courts.

14.No Third Party Beneficiary.

Other than expressly provided for in Paragraph 8 of this Agreement, this Agreement does not and is not intended to confer any rights or remedies upon any person other than the parties to this Agreement; there are no third-party beneficiaries of this Agreement, including but not limited to stockholders of the Company.

THIS PROXY IS REVOCABLE AND WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED ON THE REVERSE SIDE. WHERE NO CHOICE IS SPECIFIED, VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST FOR THE TWO NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2, AS DESCRIBED IN THE PROXY STATEMENT. THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE DISCRETION OF THE PROXY HOLDER ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING.

15.

Continued and to be signed on reverse side

Severability.


*** Exercise Your RightEvery term and provision of this Agreement is intended to Vote ***

Important Notice Regardingbe severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such term or provision will be enforced to the Availabilitymaximum extent permitted by law and, in any event, such illegality or invalidity shall not affect the validity of Proxy Materials for the

Stockholder Meeting to Be Held on April 6, 2018.

remainder of this Agreement.

16.Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute a single agreement.

17.Survival of Certain Provisions.

The provisions of Paragraph 8 of this Agreement shall survive any termination or expiration of this Agreement and the dissolution, termination and winding up of the Company.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date above written.

OAKTREE STRATEGIC INCOME CORPORATION
By:
/s/ Mathew M. Pendo

OAKTREE STRATEGIC INCOME CORPORATION

333 SOUTH GRAND AVENUE, 28TH FLOOR

LOS ANGELES, CA 90071

Name: Mathew M. Pendo
LOGO
Title: Chief Operating Officer
OAKTREE CAPITAL MANAGEMENT, L.P.
By:
/s/ Martin Boskovich
Name: Martin Boskovich
Title: Managing Director
By:
/s/ Mary Gallegly
Name: Mary Gallegly
Title: Vice President, Legal

[Signature Page to Investment Advisory Agreement]

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TABLE OF CONTENTS

Appendix A

Example 1: Incentive Fee on Income for Each Quarter

Alternative 1

Assumptions

Investment income (including interest, dividends, fees, etc.) = 1.75%

Preferred return1 = 1.50%

Management fee2 = 0.25%

Other expenses (legal, accounting, custodian, transfer agent, etc.) = 0.20%

Pre-Incentive Fee net investment income (investment income – (management fee + other expenses)) = 1.30%

Pre-Incentive Fee Net Investment Income does not exceed the Preferred Return, therefore there is no Subordinated Incentive Fee on Income.

Alternative 2

Assumptions

Investment income (including interest, dividends, fees, etc.) = 2.25%

Preferred Return1 = 1.50%

Management fee2 = 0.25%

Other expenses (legal, accounting, custodian, transfer agent, etc.) = 0.20%

Pre-Incentive Fee net investment income (investment income – (management fee + other expenses)) = 1.80%

Incentive Fee = 17.5% × pre-Incentive Fee net investment income, subject to “catch-up”3

= 100% × (1.80% – 1.5%)

= 0.30%

Alternative 3

Assumptions

Investment income (including interest, dividends, fees, etc.) = 3.5%

Preferred Return1 = 1.50%

Management fee2 = 0.25%

Other expenses (legal, accounting, custodian, transfer agent, etc.) = 0.20%

Pre-Incentive Fee net investment income (investment income – (management fee + other expenses)) = 3.05%

Incentive Fee = 17.5% × pre-Incentive Fee net investment income, subject to “catch-up”3

Incentive Fee = 100% × “catch-up” + (17.5% × (pre-Incentive Fee net investment income – 1.8182%))

Catch-up = 1.8182% – 1.5% = 0.3182%

Incentive Fee = (100% × 0.3182%) + (17.5% × (3.05% – 1.8182%))

= 0.3182% + (17.5% × 1.2318%)

= 0.3182% + 0.2158%

= 0.534%

1

Meeting Information

Meeting Type:         Annual Meeting

For holders as of:    February 9, 2018

Date:    April 6, 2018      Time:    10:00 a.m. Pacific Time

Location:     Meeting live via the Internet—please visit

              www.virtualshareholdermeeting.com/ocsi2018.

The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/ocsi2018 and be sure to have the information that is printed in the box marked by the arrowLOGO (located on the following page).

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online atwww.proxyvote.comor easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

Represents 6.0% annualized preferred return.


2

—  Before You Vote  —

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

NOTICE AND PROXY STATEMENT        ANNUAL REPORT

How to View Online:

Have the information that is printed in the box marked by the arrowLOGO (located on the following page) and visit:www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

1)  BYINTERNET:

www.proxyvote.com

2)  BYTELEPHONE:

1-800-579-1639

3)  BY E-MAIL*:

sendmaterial@proxyvote.com

*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrowLOGO (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before March 25, 2018 to facilitate timely delivery.

—  How To Vote  —

Please Choose One of the Following Voting Methods

LOGO

Vote By Internet:

Before The Meeting:

Go towww.proxyvote.com.Have the information that is printed in the box marked by the arrowLOGO (located on the following page) available and follow the instructions.

During The Meeting:

Go towww.virtualshareholdermeeting.com/ocsi2018.Have the information that is printed in the box marked by the arrowLOGO (located on the following page) available and follow the instructions.

Vote By Mail:You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Represents 1.5% annualized management fee.


3The “catch-up” provision is intended to provide the Adviser with an Incentive Fee of 17.5% on all of our pre-Incentive Fee net investment income as if a preferred return did not apply when our net investment income exceeds 1.5% in any calendar quarter and is not applied once the Adviser has received 17.5% of investment income in a quarter. The “catch-up” portion of our pre-Incentive Fee Net Investment Income is the portion that exceeds the 1.5% preferred return but is less than or equal to approximately 1.8182% (that is, 1.5% divided by (1 – 0.175)) in any fiscal quarter.

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Example 2: Incentive Fee on Capital Gains

Assumptions

Year 1: $10 million investment made in Company A (“Investment A”), $10 million investment made in Company B (“Investment B”), $10 million investment made in Company C (“Investment C”), $10 million investment made in Company D (“Investment D”) and $10 million investment made in Company E (“Investment E”).
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 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: 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 and FMV of Investment E determined to be $10 million
Year 6: Investment B sold for $16 million and FMV of Investment E determined to be $8 million.
Year 7: Investment E sold for $8 million and FMV.

These assumptions are summarized in the following chart:

Investment
A
Investment
B
Investment
C
Investment
D
Investment
E
Cumulative
Unrealized
Capital
Depreciation
Cumulative
Realized
Capital
Losses
Cumulative
Realized
Capital
Gains
                    Voting Items                     
Year 1
$10 million (cost basis)
$10 million (cost basis)
$10 million (cost basis)
$10 million (cost basis)
$10 million (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 (sales price)
$14 million FMV
$12 million
Year 5
$14 million FMV
$20 million (sale price)
$10 million FMV
$22 million
Year 6
$16 million (sale price)
$8 million FMV
$2 million
$28 million
Year 7
$8 million (sale price)
$2 million
$28 million

The BoardIncentive Fee on Capital Gains would be:

Year 1: None
Year 2:

Capital Gains Fee = 17.5% multiplied by ($10 million realized capital gains on sale of Directors recommends you vote FOR all of the following nominees.Investment A less $2 million cumulative capital depreciation) = $1.4 million

Year 3:

Capital Gains Fee = (17.5% multiplied by ($10 million cumulative realized capital gains less $2 million cumulative capital depreciation)) less $1.4 million cumulative Capital Gains Fee previously paid = $1.4 million less $1.4 million = $0.00 million

1.To elect two directors of the Company, each of whom will serve until the Company’s 2021 Annual Meeting of Stockholders or until his successor is duly elected and qualified:

01)Marc H. Gamsin
02)Craig Jacobson

The Board of Directors recommends you vote FOR the following proposal.

2.To ratify the appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending September 30, 2018

To transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

LOGO


LOGOD-9


OAKTREE STRATEGIC INCOME CORPORATION

333 SOUTH GRAND AVENUE, 28TH FLOOR

LOS ANGELES, CA 90071

VOTE BY INTERNET

Before The Meeting - Go towww.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. 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 towww.virtualshareholdermeeting.com/ocsi2018

You 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 - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TABLE OF CONTENTS

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

E35714-P01439

KEEP THIS PORTION FOR YOUR RECORDS

— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

OAKTREE STRATEGIC INCOME CORPORATION

For

All

Withhold

All

For All

Except

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

The Board of Directors recommends you vote FOR all of the following nominees.

Votes on Directors

1.

To elect two directors of the Company, each of whom will serve until the Company’s 2021 Annual Meeting of Stockholders or until his successor is duly elected and qualified:

01) Marc H. Gamsin
02) Craig Jacobson

The Board of Directors recommends you vote FOR the following proposal.

Votes on Proposal

ForAgainstAbstain
2

To ratify the appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending September 30, 2018.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED AS THE BOARD OF DIRECTORS RECOMMENDS.

Please 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 each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

Year 4:


Capital Gains Fee = (17.5% multiplied by ($12 million cumulative realized capital gains)) less $1.4 million cumulative Capital Gains Fee previously paid = $2.1 million less $1.4 million = $0.7 million

Year 5:

Capital Gains Fee = (17.5% multiplied by ($22 million cumulative realized capital gains)) less $2.1 million cumulative Capital Gains Fee previously paid = $3.85 million less $2.1 million = $1.75 million

Year 6:

Capital Gains Fee = (17.5% multiplied by ($28 million cumulative realized capital gains less $2 million cumulative capital depreciation)) less $3.85 million cumulative Capital Gains Fee previously paid = $4.55 million less $3.85 million = $0.70 million

Year 7:

Capital Gains Fee = (17.5% multiplied by ($28 million cumulative realized capital gains less $2 million cumulative realized capital losses)) less $4.55 million cumulative Capital Gains Fee previously paid = $4.55 million less $4.55 million = $0.00 million

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.D-10

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E35715-P01439            

Oaktree Strategic Income Corporation

ANNUAL MEETING OF STOCKHOLDERS

April 6, 2018 10:00 A.M. Pacific Time

This proxy is solicited by the Board of Directors

The undersigned hereby appoints Edgar Lee, Mathew Pendo and Mary Gallegly, and each of them, and each with full power of substitution, to act as attorneys and proxies for the undersigned to vote all the shares of common stock of Oaktree Strategic Income Corporation (the “Company”) which the undersigned is entitled to vote at the 2018 Annual Meeting of Stockholders of the Company, to be held virtually on April 6, 2018, at 10:00 a.m. Pacific Time, at the following website:www.virtualshareholdermeeting.com/ocsi2018, and any adjournments or postponements thereof, as indicated on this proxy. The undersigned acknowledges receipt of the Notice of Annual Meeting of Stockholders of the Company.

THIS PROXY IS REVOCABLE AND WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED ON THE REVERSE SIDE. WHERE NO CHOICE IS SPECIFIED, VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST FOR THE TWO NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2, AS DESCRIBED IN THE PROXY STATEMENT. THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE DISCRETION OF THE PROXY HOLDER ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING.

Continued and to be signed on reverse side