Exhibit (a)(1)(iii)
Letter of Transmittal
Regarding Shares in Oaktree Strategic Credit Fund
Tendered Pursuant to the Offer to Purchase
Dated May 15, 2024
The Offer and withdrawal rights will expire on June 12, 2024
and this Letter of Transmittal must be received by
the Fund’s Transfer Agent, either by mail, email or fax, by 11:59 p.m.,
Eastern Time, on June 12, 2024, unless the Offer is extended
Complete this Letter of Transmittal and follow the Transmittal
Instructions included herein
Ladies and Gentlemen:
The undersigned hereby tenders to Oaktree Strategic Credit Fund, a non-diversified, closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”) and is organized as a Delaware statutory trust (the “Fund”), the common shares of beneficial interest in the Fund (the “Shares”) or portion thereof held by the undersigned, described and specified below, on the terms and conditions set forth in the Offer to Purchase dated May 15, 2024 (the “Offer to Purchase”), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together with the Offer to Purchase constitute the “Offer”). The Tender and this Letter of Transmittal are subject to all the terms and conditions set forth in the Offer to Purchase, including, but not limited to, the absolute right of the Fund to reject any and all tenders determined by it, in its sole discretion, not to be in the appropriate form.
The undersigned hereby sells to the Fund the Shares or portion thereof tendered hereby pursuant to the Offer.
The undersigned hereby warrants that the undersigned has full authority to sell the Shares or portion thereof tendered hereby and that the Fund will acquire good title thereto, free and clear of all liens, charges, encumbrances, conditional sales agreements or other obligations relating to the sale thereof, and not subject to any adverse claim, when and to the extent the same are purchased by it. Upon request, the undersigned will execute and deliver any additional documents necessary to complete the sale in accordance with the terms of the Offer. The undersigned recognizes that under certain circumstances set forth in the Offer, the Fund may not be required to purchase any of the Shares or portions thereof tendered hereby.
As set forth in the Fund’s prospectus dated May 13, 2024, as amended and/or supplemented from time to time (the “Prospectus”), there is a limit (the “Fee Cap”) on the aggregate amount of upfront placement fees, brokerage commissions and shareholder servicing and/or distribution fees (the “Fees”) that can be charged to an investor that holds an investment in Class S and/or Class D shares of the Fund. The Fee Cap is a percentage of the gross proceeds of an investor’s Fund investment as described in the Prospectus. Once the Fee Cap has been met by an investor, that investor will no longer be charged the Fees, and the investor’s Class S and/or Class D shares, as applicable, will convert into Class I shares without any action required on the investor’s part. Please see the section “Plan of Distribution—Limitations on Underwriting Compensation” in the Prospectus for additional details. By signing below, the undersigned acknowledges and agrees that the undersigned is aware of the Fee Cap and has taken the Fee Cap into consideration in determining whether to request a repurchase of some or all of the undersigned’s Shares.
A non-negotiable, non-transferable and non-interest bearing promissory note for the purchase price will be issued if the Fund accepts for purchase the Shares tendered hereby. The undersigned acknowledges that SS&C