Ratification of independent registered public accounting firm. The affirmative vote ofProposal: (1) a majority of the Company’s outstanding voting securities and (2) a majority of the Company’s votes castoutstanding voting securities that are not held by affiliated persons of the Company. For purposes of the Proposal, the Investment Company Act of 1940, as amended (the “1940 Act”), defines a majority of the outstanding voting securities as the vote of the lesser of: (1) 67% or more of the voting securities of the Company present at the AnnualSpecial Meeting, is required to ratifyif the appointmentholders of EY to serve as such Company’s independent registered public accounting firm (i.e., the number of shares voted “for” the ratificationmore than 50% of the appointment of EY exceeds the number of votes “against” the ratificationoutstanding voting securities of the appointmentCompany are present or represented by proxy and (2) more than 50% of EY).the outstanding voting securities of the Company. The outstanding shares of common stock represent the Company’s outstanding voting securities. Abstentions, and brokernon-votes, if any, will not be included in determininghave the numbereffect of votes cast and, as a result, will have no effect on this proposal.

vote against the Proposal.

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

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:

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 serveAct, has approved the Proposal as each Company’s executive officers in the following capacities:

Biographical Information

Independent Directors

Richard W. Cohen. Mr. Cohen has been a memberbest interests of the OCSICompany and its stockholders and recommends it to the stockholders for their approval. For these purposes, directors are not deemed to have a financial interest solely by reason of their ownership of the Company’s common stock.

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,pursue attractive investment and leadership experienceacquisition opportunities and add financial flexibility 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, compliancecomply with regulatory requirements and debt facility covenants, including the services,applicable asset coverage ratios. It could also minimize the likelihood that the Company would be required to sell assets that the Company would not otherwise sell, which sales could occur at times and at prices that are disadvantageous to the Company and its stockholders.

chairman and reorganize its leadership structure, from time to time,which any discounted offering is made will include a chart for these examples based on the criteria that isactual number of shares in such Company’s best interestsoffering 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, wheneveractual discount from the chairman of such Boardmost recently determined NAV per share. It is not possible to predict the level of market price decline that may occur. These examples are provided for illustrative purposes only.

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 chief compliance officer’s annual review; and (iv) any compliance matter that has occurred since the date of the last report about which the Board would reasonably need to know to oversee compliance. In addition, each Company’s chief compliance officer meets in executive session with the applicable Board’s independent directors at least once a year.

Each Company believes that the role of the Board in risk oversight is effective and appropriate given the extensive regulation 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 levels of risk in their respective businesses and operations.

Transactions with Related Persons

Asdiscount from NAV: (1) an offering of October 17, 2017, each Company is externally managed by Oaktree pursuant to an investment advisory agreement (each, 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 pecuniary interest in Oaktree. Oaktree is a registered investment adviser under the Investment Advisers Act of 1940, as amended, that is partially and indirectly owned by OCG.

Under OCSL’s Investment Advisory Agreement, fees payable to Oaktree equal (a) a base management fee of 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 incentive 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 fee of 1.00% of the value of OCSI’s total gross assets, including any investment made with borrowings, but excluding cash and cash equivalents, and (b) an incentive fee based on OCSI’s performance. The incentive fee consists of two parts. The first part is calculated and payable quarterly in arrears and equals 17.5% of OCSI’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 OCSI’s Investment Advisory Agreement) commencing with 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 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 OCSI’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.

For purposes of each Investment Advisory Agreement,“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 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 Administration 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 (such 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 income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

Each Investment Advisory Agreement may be terminated without penalty, upon 60 days’ written notice, by the vote of a majority50,000 shares (5% of the outstanding voting 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, to the extent necessary, any management or incentive fees that exceed what would have been paid during that period to Fifth Street Management LLC (the “Former Adviser”) in the aggregate under such Company’s investment advisory agreement 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, 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 operations of such Company, which include providing to each Company office facilities, equipment, clerical, bookkeeping and record keeping servicesshares) at such facilities 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$9.50 per share after offering expenses and the performancecommissions (a 5% discount from NAV); (2) an offering 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 majority100,000 shares (10% of the outstanding voting securitiesshares) at $9.00 per share after offering expenses and commissions (a 10% discount from NAV); (3) an offering of 250,000 shares (25% of the applicable Company or by the voteoutstanding shares) at $7.50 per share after offering expenses and commissions (a 25% discount from NAV); and (4) an offering of 250,000 shares (25% of the applicable Company’s directors or by Oaktree Administrator.

Prior to October 17, 2017, each Company was externally managedoutstanding shares) at $0.00 per share after offering expenses 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 LLCcommissions (a 100% discount from NAV). The prospectus pursuant to which Fifth Street Capital LLC grantedany discounted offering is made will include a chart for these examples based on the actual number of shares in such offering and the actual discount from the most recently determined NAV. It is not possible to predict the level of market price decline that may occur. These examples are provided for illustrative purposes only.

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 pursuantimmediately prior to the conditionsissuance of such common stock, that the exemptive relief. Each potentialco-investment opportunity that falls under the termsprice at which such shares 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 proposedcommon stock are to be invested by each,sold is not less than a price which is reviewed and approved by an independent committeeclosely approximates the market value of legal, compliance and accounting professionals at Oaktree.

Although Oaktree will endeavor to allocate investment opportunities inthose shares of common stock, less any distributing commission or discount.

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 Companywho 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”persons” of the Company as defined in Section 2(a)(19) of the 1940 Act. Section 2(a)(19)For these purposes, directors will not be deemed to have a financial interest solely by reason of their ownership of the 1940 Act defines an “interested person”Company’s common stock.

accounting, internal controls and other auditing matters will be directed tonoted that 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 andmaximum number of shares of Company common stock owned beneficially or of record by the person; and (iv) any other information relatingissuable below NAV per share that could result in such dilution is limited 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 1425% 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:

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 waiverour Annual Report 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: