TABLE OF CONTENTS

Oaktree Specialty Lending Corporation

Oaktree Strategic Income Corporation

333 South Grand Avenue, 28^th 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.

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.

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.

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:

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

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

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.

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, 28^th 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, 28^th 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

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.

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.

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.

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.

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.

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.”

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.

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:

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.

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:

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,

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.

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.

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.”

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:

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

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

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

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.

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.

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.

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.

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).

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

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.

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.