Oaktree Strategic Credit Fund 10-Q 2024 Q3 Quarterly report

0001872371oscf:PackagedFoodsMeatsMemberoscf:InvestmentSectorConcentrationRiskMemberoscf:InvestmentOwnedAtFairValueMember2022-10-012023-09-30

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

OR

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER: 814-01471

Oaktree Strategic Credit Fund

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware (State or jurisdiction of incorporation or organization)	87-6827742 (I.R.S. Employer Identification No.)
333 South Grand Avenue, 28th Floor Los Angeles, CA (Address of principal executive office)	90071 (Zip Code)

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE:

(213) 830-6300

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods as the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x     No  ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  x   No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  o	Accelerated filer  o	Non-accelerated filer  x	Smaller reporting company  o
Emerging growth company  x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act)    Yes  ¨     No  x

Securities registered pursuant to Section 12(b) of the Act

Title of Each Class	Trading Symbol(s)	Name of Exchange on Which Registered
N/A	N/A	N/A

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at August 9, 2024*
Class I shares of beneficial interest, $0.01 par value	83,838,968
Class S shares of beneficial interest, $0.01 par value	41,921,134
Class D shares of beneficial interest, $0.01 par value	75,326
Class T shares of beneficial interest, $0.01 par value	—

* Common shares outstanding exclude August 1, 2024 subscriptions because the issuance price is not yet finalized as of the date hereof.

OAKTREE STRATEGIC CREDIT FUND

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2024

TABLE OF CONTENTS

	PART I
Item 1.	Consolidated Financial Statements:	2
	Consolidated Statements of Assets and Liabilities as of June 30, 2024 (unaudited) and September 30, 2023	2
	Consolidated Statements of Operations (unaudited) for the three and nine months ended June 30, 2024 and 2023	4
	Consolidated Statements of Changes in Net Assets (unaudited) for the three and nine months ended June 30, 2024 and 2023	5
	Consolidated Statements of Cash Flows (unaudited) for the nine months ended June 30, 2024 and 2023	6
	Consolidated Schedule of Investments (unaudited) as of June 30, 2024	7
	Consolidated Schedule of Investments as of September 30, 2023	18
	Notes to Consolidated Financial Statements (unaudited)	26
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	66
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	91
Item 4.	Controls and Procedures	93
	PART II
Item 1.	Legal Proceedings	93
Item 1A.	Risk Factors	93
Item 2.	Unregistered Sales of Securities and Use of Proceeds	93
Item 3.	Defaults Upon Senior Securities	93
Item 4.	Mine Safety Disclosures	93
Item 5.	Other Information	93
Item 6.	Exhibits	94
Signatures		95

1

PART I

Item 1. Financial Statements and Supplementary Data

Oaktree Strategic Credit Fund

Consolidated Statements of Assets and Liabilities

(in thousands, except per share amounts)

	June 30, 2024 (unaudited)		September 30, 2023
ASSETS
Assets:
Investments – Non-control/Non-affiliate, at fair value (cost June 30, 2024: $4,171,140; cost September 30, 2023: $1,922,218)	$	4,189,323	$	1,927,237
Cash and cash equivalents	394,810		145,499
Restricted cash	30,301		5,637
Due from affiliates	—		861
Interest receivable	32,544		12,591
Receivables from unsettled transactions	88,892		11,579
Due from broker	3,390		—
Deferred financing costs	21,562		13,887
Deferred offering costs	593		270
Derivative assets at fair value	2,943		2,041
Other assets	510		533
Total assets	$	4,764,868	$	2,120,135
LIABILITIES AND NET ASSETS
Liabilities:
Accounts payable, accrued expenses and other liabilities	$	2,496	$	2,291
Dividends payable	23,927		12,026
Base management fee and incentive fee payable	17,176		7,543
Payable for share repurchases	16,736		5,336
Due to affiliates	3,531		8,175
Interest payable	17,803		4,676
Payables from unsettled transactions	197,712		105,883
Deferred tax liability	2		—
Credit facilities payable	1,260,000		445,000
Unsecured notes payable (net of $3,801 of unamortized financing costs as of June 30, 2024)	346,099		—
Total liabilities	1,885,482		590,930
Commitments and contingencies (Note 12)
Net assets:
Common shares, $0.01 par value per share; unlimited shares authorized, 122,364 and 64,896 shares issued and outstanding as of June 30, 2024 and September 30, 2023, respectively	1,224		649
Additional paid-in-capital	2,889,975		1,536,305
Accumulated distributable earnings (loss)	(11,813)		(7,749)
Total net assets (equivalent to $23.53 and $23.56 per common share as of June 30, 2024 and September 30, 2023, respectively) (Note 10)	2,879,386		1,529,205
Total liabilities and net assets	$	4,764,868	$	2,120,135

See notes to Consolidated Financial Statements.

2

Oaktree Strategic Credit Fund

Consolidated Statements of Assets and Liabilities

(in thousands, except per share amounts)

NET ASSET VALUE PER SHARE	June 30, 2024 (unaudited)		September 30, 2023
Class I Shares:
Net assets	$	1,917,516	$	1,039,238
Common shares outstanding ($0.01 par value, unlimited shares authorized)	81,487		44,103
Net asset value per share	$	23.53	$	23.56
Class S Shares:
Net assets	$	960,135	$	489,821
Common shares outstanding ($0.01 par value, unlimited shares authorized)	40,803		20,787
Net asset value per share	$	23.53	$	23.56
Class D Shares:
Net assets	$	1,735	$	146
Common shares outstanding ($0.01 par value, unlimited shares authorized)	74		6
Net asset value per share	$	23.53	$	23.56

See notes to Consolidated Financial Statements.

3

Oaktree Strategic Credit Fund

Consolidated Statements of Operations

(in thousands, except per share amounts)

(unaudited)

	Three months ended June 30, 2024		Three months ended June 30, 2023		Nine months ended June 30, 2024		Nine months ended June 30, 2023
Interest income:
Non-control/Non-affiliate investments	$	107,921	$	30,228	$	266,204	$	65,274
Interest on cash and cash equivalents	3,467		453		9,517		829
Total interest income	111,388		30,681		275,721		66,103
PIK interest income:
Non-control/Non-affiliate investments	2,369		1,107		5,035		2,195
Total PIK interest income	2,369		1,107		5,035		2,195
Fee income:
Non-control/Non-affiliate investments	752		654		2,403		882
Total fee income	752		654		2,403		882
Total investment income	114,509		32,442		283,159		69,180
Expenses:
Base management fee	8,630		2,817		21,628		6,183
Investment income incentive fee	9,020		2,835		22,754		5,808
Capital gains incentive fee	(427)		—		2,033		—
Professional fees	699		401		2,147		1,589
Class S and Class D distribution and shareholder servicing fees	1,958		589		4,853		1,116
Board of trustees fees	116		66		323		198
Organization expenses	4		—		8		4
Amortization of continuous offering costs	261		725		694		2,517
Interest expense	31,703		5,215		73,623		11,595
Administrator expense	377		267		1,096		711
General and administrative expenses	526		271		1,581		796
Total expenses	52,867		13,186		130,740		30,517
Management and incentive fees waived (Note 9)	—		—		—		(1,642)
Expense reimbursements (support) (Note 9)	—		348		1,045		(504)
Net expenses	52,867		13,534		131,785		28,371
Net investment income	61,642		18,908		151,374		40,809
Unrealized appreciation (depreciation):
Non-control/Non-affiliate investments	(4,950)		6,026		13,607		11,753
Foreign currency forward contracts	1,752		757		(541)		242
Net unrealized appreciation (depreciation)	(3,198)		6,783		13,066		11,995
Realized gains (losses):
Non-control/Non-affiliate investments	(486)		255		2,225		(1,638)
Foreign currency forward contracts	427		(731)		1,516		(1,239)
Net realized gains (losses)	(59)		(476)		3,741		(2,877)
Provision for income tax (expense) benefit	(158)		(71)		(543)		(176)
Net realized and unrealized gains (losses), net of taxes	(3,415)		6,236		16,264		8,942
Net increase (decrease) in net assets resulting from operations	$	58,227	$	25,144	$	167,638	$	49,751

See notes to Consolidated Financial Statements.

4

Oaktree Strategic Credit Fund

Consolidated Statements of Changes in Net Assets

(in thousands, except per share amounts)

(unaudited)

	Three months ended June 30, 2024		Three months ended June 30, 2023		Nine months ended June 30, 2024		Nine months ended June 30, 2023
Operations:
Net investment income	$	61,642	$	18,908	$	151,374	$	40,809
Net unrealized appreciation (depreciation)	(3,198)		6,783		13,066		11,995
Net realized gains (losses)	(59)		(476)		3,741		(2,877)
Provision for income tax (expense) benefit	(158)		(71)		(543)		(176)
Net increase (decrease) in net assets resulting from operations	58,227		25,144		167,638		49,751
Distributions to common shareholders:
Class I	(46,748)		(15,241)		(118,282)		(35,805)
Class S	(21,469)		(6,181)		(53,349)		(11,836)
Class D	(37)		—		(71)		—
Net decrease in net assets resulting from distributions	(68,254)		(21,422)		(171,702)		(47,641)
Share transactions:
Class I:
Issuance of Common shares in public offering	271,288		164,300		881,665		381,028
Share transfers between classes	112		—		364		—
Issuance of Common shares under dividend reinvestment plan	7,687		1,797		20,839		4,264
Repurchased shares, net of early repurchase deduction	(7,296)		—		(21,838)		—
Net increase from share transactions	271,791		166,097		881,030		385,292
Class S:
Issuance of Common shares in public offering	145,291		117,942		460,437		256,304
Share transfers between classes	(112)		—		(364)		—
Issuance of Common shares under dividend reinvestment plan	10,458		2,318		24,999		4,506
Repurchased shares, net of early repurchase deduction	(9,248)		(40)		(13,449)		(40)
Net increase from share transactions	146,389		120,220		471,623		260,770
Class D:
Issuance of Common shares in public offering	467		15		1,561		15
Issuance of Common shares under dividend reinvestment plan	20		—		31		—
Net increase from share transactions	487		15		1,592		15
Total increase (decrease) in net assets	408,640		290,054		1,350,181		648,187
Net assets at beginning of period	2,470,746		724,860		1,529,205		366,727
Net assets at end of period	$	2,879,386	$	1,014,914	$	2,879,386	$	1,014,914
Net asset value per common share	$	23.53	$	23.48	$	23.53	$	23.48
Common shares outstanding at end of period	122,364		43,219		122,364		43,219

See notes to Consolidated Financial Statements.

5

Oaktree Strategic Credit Fund

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	Nine months ended June 30, 2024		Nine months ended June 30, 2023
Operating activities:
Net increase (decrease) in net assets resulting from operations	$	167,638	$	49,751
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Net unrealized (appreciation) depreciation	(13,066)		(11,995)
Net realized (gains) losses	(3,741)		2,877
PIK interest income	(5,035)		(2,195)
Accretion of original issue discount on investments	(18,639)		(5,744)
Accretion of original issue discount on unsecured notes payable	221		—
Amortization of deferred financing costs	3,856		847
Amortization of deferred offering costs	694		2,517
Deferred taxes	2		(43)
Purchases of investments	(3,020,430)		(1,025,739)
Proceeds from the sales and repayments of investments	800,934		193,448
Changes in operating assets and liabilities:
(Increase) decrease in due from affiliates	861		(503)
(Increase) decrease in interest receivable	(20,326)		(6,453)
(Increase) decrease in receivables from unsettled transactions	(77,313)		(20,720)
(Increase) decrease in due from broker	(3,390)		—
(Increase) decrease in other assets	23		(147)
Increase (decrease) in accounts payable, accrued expenses and other liabilities	(444)		778
Increase (decrease) in base management fee and incentive fees payable	9,633		3,881
Increase (decrease) in due to affiliates	(4,695)		3,244
Increase (decrease) in interest payable	13,127		1,156
Increase (decrease) in payables from unsettled transactions	91,829		(6,477)
Net cash used in operating activities	(2,078,261)		(821,517)
Financing activities:
Distributions paid in cash	(113,935)		(34,531)
Borrowings under credit facilities	855,000		430,000
Repayments of borrowings under credit facilities	(40,000)		(180,000)
Issuance of unsecured notes	348,236		—
Proceeds from issuance of common shares	1,343,663		637,347
Deferred financing costs paid	(14,776)		(7,882)
Deferred offering costs paid	(855)		(143)
Share repurchases paid	(23,888)		—
Net cash provided by financing activities	2,353,445		844,791
Effect of exchange rate changes on foreign currency	(1,209)		(1,509)
Net increase (decrease) in cash and cash equivalents and restricted cash	273,975		21,765
Cash and cash equivalents and restricted cash, beginning of period	151,136		58,443
Cash and cash equivalents and restricted cash, end of period	$	425,111	$	80,208
Supplemental information:
Cash paid for interest	$	56,419	$	9,592
Non-cash financing activities:
Deferred financing costs incurred	$	538	$	307
Deferred offering costs incurred	162		645
Distribution payable	23,927		7,994
Reinvestment of dividends during the period	45,869		8,770
Shares repurchases accrued but not yet paid	16,736		40
Reconciliation to the Statement of Assets and Liabilities	June 30, 2024		September 30, 2023
Cash and cash equivalents	$	394,810	$	145,499
Restricted cash	30,301		5,637
Total cash and cash equivalents and restricted cash	$	425,111	$	151,136

See notes to Consolidated Financial Statements.

6

Oaktree Strategic Credit Fund

Consolidated Schedule of Investments

June 30, 2024

(dollar amounts in thousands)

(unaudited)

Portfolio Company	Industry	Type of Investment (1)(2)(3)	Index	Spread	Cash Interest Rate (4)(5)	PIK	Maturity Date	Shares	Principal (6)		Cost		Fair Value		Notes
Non-Control/Non-Affiliate Investments															(7)
37 Capital CLO 4	Multi-Sector Holdings	CLO Notes	SOFR+	5.50%	10.87%		1/15/2034		$	5,000	$	5,000	$	5,106	(5)(10)
107 Fair Street LLC	Real Estate Development	First Lien Term Loan			13.00%		11/17/2024		1,031		1,021		987		(8)(9)(11)
107-109 Beech OAK22 LLC	Real Estate Development	First Lien Revolver			11.00%		2/27/2026		11,883		11,774		11,738		(8)(9)
112-126 Van Houten Real22 LLC	Real Estate Development	First Lien Term Loan			13.00%		11/4/2024		4,066		4,055		4,027		(8)(9)(11)
AB BSL CLO 4	Multi-Sector Holdings	CLO Notes	SOFR+	5.50%	10.82%		4/20/2036		3,800		3,800		3,903		(5)(10)
Access CIG, LLC	Diversified Support Services	First Lien Term Loan	SOFR+	5.00%	10.33%		8/18/2028		39,226		38,707		39,526		(5)
ACP Falcon Buyer Inc	Systems Software	First Lien Revolver	SOFR+	5.50%			8/1/2029		—		(136)		—		(5)(8)(9)
ACP Falcon Buyer Inc	Systems Software	First Lien Term Loan	SOFR+	5.50%	10.80%		8/1/2029		34,493		33,617		34,493		(5)(8)
Acquia Inc.	Application Software	First Lien Term Loan	SOFR+	7.00%	12.45%		10/31/2025		11,166		11,002		11,166		(5)(8)
ADC Therapeutics SA	Biotechnology	First Lien Term Loan	SOFR+	7.50%	12.98%		8/15/2029		10,406		10,015		10,146		(5)(8)(10)
ADC Therapeutics SA	Biotechnology	Warrants						45,727			275		57		(8)(10)
AIP RD Buyer Corp.	Distributors	Common Stock						4,560			428		550		(8)
Alto Pharmacy Holdings, Inc.	Health Care Technology	First Lien Term Loan	SOFR+	11.50%	4.94%	11.99%	10/14/2027		14,541		13,797		13,342		(5)(8)
Alto Pharmacy Holdings, Inc.	Health Care Technology	Warrants						878,545			943		1,801		(8)
American Auto Auction Group, LLC	Diversified Support Services	First Lien Term Loan	SOFR+	5.00%	10.48%		12/30/2027		2,494		2,476		2,495		(5)
American Auto Auction Group, LLC	Diversified Support Services	Second Lien Term Loan	SOFR+	8.75%	14.23%		1/2/2029		6,901		6,811		6,521		(5)(8)
American Tire Distributors, Inc.	Distributors	First Lien Term Loan	SOFR+	6.25%	11.84%		10/20/2028		8,847		8,082		6,452		(5)
AmSpec Parent LLC	Diversified Support Services	First Lien Term Loan	SOFR+	5.75%			12/5/2030		—		(127)		(127)		(5)(8)(9)
AmSpec Parent LLC	Diversified Support Services	First Lien Term Loan	SOFR+	5.75%	11.08%		12/5/2030		70,248		68,636		70,248		(5)(8)
AmSpec Parent LLC	Diversified Support Services	First Lien Revolver	SOFR+	5.75%			12/5/2029		—		(215)		—		(5)(8)(9)
Anchorage Capital CLO 16, LTD	Multi-Sector Holdings	CLO Notes	SOFR+	7.61%	12.94%		1/19/2035		2,000		1,949		1,981		(5)(10)
Anchorage Capital CLO 20, LTD.	Multi-Sector Holdings	CLO Notes	SOFR+	7.61%	12.94%		1/20/2035		750		715		735		(5)(10)
Arches Buyer Inc.	Interactive Media & Services	First Lien Term Loan	SOFR+	5.50%	10.84%		12/6/2027		93,967		92,739		93,967		(5)(8)
Ardonagh Midco 3 PLC	Insurance Brokers	First Lien Term Loan	SOFR+	4.75%			2/17/2031		—		(62)		(58)		(5)(8)(9)(10)
Ardonagh Midco 3 PLC	Insurance Brokers	First Lien Term Loan	SOFR+	4.75%	10.04%		2/17/2031		89,235		87,897		87,986		(5)(8)(10)
Ares XLIV CLO	Multi-Sector Holdings	CLO Notes	SOFR+	7.13%	12.46%		4/15/2034		3,500		3,398		3,514		(5)(10)
Ares LXIV CLO	Multi-Sector Holdings	CLO Notes	SOFR+	3.75%	9.08%		4/15/2035		2,200		2,057		2,208		(5)(10)
Ares LXVIII CLO	Multi-Sector Holdings	CLO Notes	SOFR+	5.75%	11.07%		4/25/2035		5,000		5,000		5,111		(5)(10)
Artera Services, LLC	Construction & Engineering	First Lien Term Loan	SOFR+	4.50%	9.83%		2/15/2031		27,431		27,226		27,610		(5)
Artera Services, LLC	Construction & Engineering	Fixed Rate Bond			8.50%		2/15/2031		12,660		12,660		13,043
ASP-R-PAC Acquisition Co LLC	Paper & Plastic Packaging Products & Materials	First Lien Term Loan	SOFR+	6.00%	11.59%		12/29/2027		4,825		4,769		4,587		(5)(8)(10)
ASP-R-PAC Acquisition Co LLC	Paper & Plastic Packaging Products & Materials	First Lien Revolver	SOFR+	6.00%	11.46%		12/29/2027		241		234		212		(5)(8)(9)(10)
Astra Acquisition Corp.	Application Software	First Lien Term Loan	SOFR+	6.75%	12.08%		2/25/2028		5,257		5,192		4,824		(5)(8)
Astra Acquisition Corp.	Application Software	First Lien Term Loan	SOFR+	5.25%	10.58%		10/25/2028		8,316		6,744		3,901		(5)(8)
Asurion, LLC	Property & Casualty Insurance	First Lien Term Loan	SOFR+	4.00%	9.44%		8/19/2028		27,612		27,015		27,345		(5)
Asurion, LLC	Property & Casualty Insurance	First Lien Term Loan	SOFR+	4.25%	9.69%		8/19/2028		34,719		33,835		34,506		(5)
athenahealth Group Inc.	Health Care Technology	Fixed Rate Bond			6.50%		2/15/2030		17,979		15,905		16,569

7

Oaktree Strategic Credit Fund

Consolidated Schedule of Investments

June 30, 2024

(dollar amounts in thousands)

(unaudited)

Portfolio Company	Industry	Type of Investment (1)(2)(3)	Index	Spread	Cash Interest Rate (4)(5)	PIK	Maturity Date	Shares	Principal (6)		Cost		Fair Value		Notes
athenahealth Group Inc.	Health Care Technology	First Lien Term Loan	SOFR+	3.25%	8.59%		2/15/2029		$	35,967	$	34,948	$	35,894	(5)
athenahealth Group Inc.	Health Care Technology	Preferred Equity						5,809			5,693		6,113		(8)
Aurelia Netherlands Midco 2 B.V.	Interactive Media & Services	First Lien Term Loan	E+	5.75%	9.55%		5/29/2031		€	49,005	51,948		51,497		(5)(8)(10)
Avalara, Inc.	Application Software	First Lien Term Loan	SOFR+	7.25%	12.58%		10/19/2028		$	19,029	18,688		19,029		(5)(8)
Avalara, Inc.	Application Software	First Lien Revolver	SOFR+	7.25%			10/19/2028		—		(34)		—		(5)(8)(9)
Bain Capital Credit CLO 2022-3	Multi-Sector Holdings	CLO Notes	SOFR+	3.70%	9.02%		7/17/2035		3,500		3,374		3,512		(5)(10)
Bain Capital Credit CLO, Limited	Multi-Sector Holdings	CLO Notes	SOFR+	7.54%	12.87%		4/20/2034		1,750		1,733		1,784		(5)(10)
Bain Capital Euro CLO 2021-2	Multi-Sector Holdings	CLO Notes	E+	3.40%	7.29%		7/17/2034		€	1,210	1,250		1,265		(5)(10)
Bamboo US Bidco LLC	Health Care Equipment	First Lien Term Loan	SOFR+	6.75%	12.08%		9/30/2030		$	742	673		684		(5)(8)(9)
Bamboo US Bidco LLC	Health Care Equipment	First Lien Term Loan	SOFR+	6.75%	12.08%		9/30/2030		25,263		24,598		24,884		(5)(8)
Bamboo US Bidco LLC	Health Care Equipment	First Lien Term Loan	E+	6.75%	10.62%		9/30/2030		€	15,718	16,209		16,593		(5)(8)
Bamboo US Bidco LLC	Health Care Equipment	First Lien Revolver	SOFR+	6.75%			10/1/2029		$	—	(136)		(78)		(5)(8)(9)(10)
Bausch + Lomb Corporation	Health Care Supplies	First Lien Term Loan	SOFR+	3.35%	8.69%		5/10/2027		60,460		59,724		59,893		(5)(10)
BioXcel Therapeutics, Inc.	Pharmaceuticals	First Lien Term Loan	SOFR+	7.50%			4/19/2027		—		—		—		(5)(8)(9)(10)
BioXcel Therapeutics, Inc.	Pharmaceuticals	First Lien Term Loan	SOFR+	7.50%			4/19/2027		—		—		—		(5)(8)(9)(10)
BioXcel Therapeutics, Inc.	Pharmaceuticals	First Lien Term Loan	SOFR+	7.50%			4/19/2027		—		—		—		(5)(8)(9)(10)
BioXcel Therapeutics, Inc.	Pharmaceuticals	First Lien Term Loan	SOFR+	7.50%	8.03%	4.81%	4/19/2027		3,324		3,247		2,972		(5)(8)(10)
BioXcel Therapeutics, Inc.	Pharmaceuticals	First Lien Term Loan	SOFR+	7.50%	8.03%	4.81%	4/19/2027		1,379		1,378		1,233		(5)(8)(10)
BioXcel Therapeutics, Inc.	Pharmaceuticals	Warrants						15,566			74		2		(8)(10)
BioXcel Therapeutics, Inc.	Pharmaceuticals	Warrants						4,471			—		1		(8)(10)
Birch Grove CLO 2 LTD	Multi-Sector Holdings	CLO Notes	SOFR+	7.21%	12.54%		10/19/2034		5,375		5,331		5,385		(5)(10)
Biscuit Parent, LLC	Application Software	First Lien Term Loan	SOFR+	4.75%	10.08%		2/27/2031		50,000		49,250		49,270		(5)(8)
Biscuit Parent, LLC	Application Software	First Lien Revolver	SOFR+	4.75%			2/27/2031		—		(225)		(219)		(5)(8)(9)
Blackhawk Network Holdings, Inc.	Data Processing & Outsourced Services	First Lien Term Loan	SOFR+	5.00%	10.34%		3/12/2029		57,043		55,933		57,239		(5)
Carlyle Euro CLO 2021-2	Multi-Sector Holdings	CLO Notes	E+	3.30%	7.21%		10/15/2035		€	1,400	1,380		1,498		(5)(10)
CBAM 2017-2, LTD.	Multi-Sector Holdings	CLO Notes	SOFR+	7.36%	12.68%		7/17/2034		$	488	457		467		(5)(10)
CCO Holdings LLC	Cable & Satellite	Fixed Rate Bond			4.50%		5/1/2032		25,441		20,164		20,508		(10)
CD&R Firefly Bidco Limited	Other Specialty Retail	First Lien Term Loan	SONIA+	5.50%	10.70%		6/21/2028		£	25,157	30,661		31,871		(5)(10)
CD&R Firefly Bidco Limited	Other Specialty Retail	First Lien Term Loan	SONIA+	5.75%	11.06%		6/21/2028		1,500		1,829		1,900		(5)(10)
CD&R Firefly Bidco Limited	Other Specialty Retail	First Lien Term Loan	SONIA+	5.75%	10.95%		6/21/2028		18,365		22,898		23,281		(5)(10)
Centralsquare Technologies, LLC	Application Software	First Lien Term Loan	SOFR+	3.00%	8.33%	3.50%	4/12/2030		$	29,896	29,181		29,203		(5)(8)
Centralsquare Technologies, LLC	Application Software	First Lien Revolver	SOFR+	6.00%			4/12/2030		—		(81)		(78)		(5)(8)(9)
Clear Channel Outdoor Holdings, Inc.	Advertising	Fixed Rate Bond			9.00%		9/15/2028		4,000		4,000		4,192		(10)
Clear Channel Outdoor Holdings, Inc.	Advertising	First Lien Term Loan	SOFR+	4.00%	9.46%		8/21/2028		7,283		7,215		7,303		(5)(10)
Cloud Software Group, Inc.	Application Software	First Lien Term Loan	SOFR+	4.50%	9.83%		3/21/2031		20,000		19,850		20,080		(5)
Cloud Software Group, Inc.	Application Software	First Lien Term Loan	SOFR+	4.00%	9.33%		3/30/2029		28,559		27,170		28,572		(5)
Cloud Software Group, Inc.	Application Software	Fixed Rate Bond			6.50%		3/31/2029		8,874		8,109		8,528
Colony Holding Corporation	Distributors	First Lien Term Loan	SOFR+	6.60%	11.95%		5/13/2026		3,910		3,862		3,855		(5)(8)

8

Oaktree Strategic Credit Fund

Consolidated Schedule of Investments

June 30, 2024

(dollar amounts in thousands)

(unaudited)

Portfolio Company	Industry	Type of Investment (1)(2)(3)	Index	Spread	Cash Interest Rate (4)(5)	PIK	Maturity Date	Shares	Principal (6)		Cost		Fair Value		Notes
Colony Holding Corporation	Distributors	First Lien Term Loan	SOFR+	6.60%	11.93%		5/13/2026		$	12,026	$	11,819	$	11,857	(5)(8)
Condor Merger Sub Inc.	Systems Software	Fixed Rate Bond			7.38%		2/15/2030		17,277		16,011		15,973
Connect U.S. Finco LLC	Alternative Carriers	Fixed Rate Bond			6.75%		10/1/2026		9,800		9,539		9,467		(10)
CoreRx, Inc.	Pharmaceuticals	First Lien Term Loan	SOFR+	7.50%	12.83%		4/6/2029		18,328		17,891		17,912		(5)(8)
Coupa Holdings, LLC	Application Software	First Lien Term Loan	SOFR+	5.50%			2/27/2030		—		(15)		—		(5)(8)(9)
Coupa Holdings, LLC	Application Software	First Lien Term Loan	SOFR+	5.50%	10.83%		2/27/2030		13,464		13,191		13,464		(5)(8)
Coupa Holdings, LLC	Application Software	First Lien Revolver	SOFR+	5.50%			2/27/2029		—		(18)		—		(5)(8)(9)
Covetrus, Inc.	Health Care Distributors	First Lien Term Loan	SOFR+	5.00%	10.33%		10/13/2029		30,723		29,551		29,780		(5)
Crewline Buyer, Inc.	Systems Software	First Lien Term Loan	SOFR+	6.75%	12.08%		11/8/2030		43,911		42,915		43,033		(5)(8)
Crewline Buyer, Inc.	Systems Software	First Lien Revolver	SOFR+	6.75%			11/8/2030		—		(104)		(91)		(5)(8)(9)
Crown Subsea Communications Holding, Inc.	Alternative Carriers	First Lien Term Loan	SOFR+	4.00%	9.33%		1/30/2031		14,000		14,000		14,055		(5)
Crown Subsea Communications Holding, Inc.	Alternative Carriers	First Lien Term Loan	SOFR+	4.75%	10.08%		1/30/2031		30,000		29,700		30,119		(5)
Curium Bidco S.à.r.l.	Pharmaceuticals	First Lien Term Loan	SOFR+	4.00%	9.33%		7/31/2029		5,390		5,325		5,420		(5)(10)
CVAUSA Management, LLC	Health Care Services	First Lien Term Loan	SOFR+	6.50%			5/22/2029		—		(130)		(59)		(5)(8)(9)
CVAUSA Management, LLC	Health Care Services	First Lien Term Loan	SOFR+	6.50%			5/22/2029		—		(100)		(25)		(5)(8)(9)
CVAUSA Management, LLC	Health Care Services	First Lien Term Loan	SOFR+	6.50%	11.79%		5/22/2029		21,706		21,374		21,543		(5)(8)
CVAUSA Management, LLC	Health Care Services	First Lien Revolver	SOFR+	6.50%			5/22/2029		—		(62)		(19)		(5)(8)(9)
CVC Cordatus Loan Fund XXXI	Multi-Sector Holdings	CLO Notes	E+	6.64%	10.38%		6/15/2037		€	5,000	5,303		5,307		(5)(10)
Dealer Tire Financial, LLC	Distributors	Fixed Rate Bond			8.00%		2/1/2028		$	10,920	10,710		10,557
Delta Leasing SPV II LLC	Specialized Finance	Subordinated Debt Term Loan			3.00%	7.00%	8/31/2029		26,633		26,633		26,633		(8)(10)
Delta Leasing SPV II LLC	Specialized Finance	Subordinated Debt Term Loan			8.00%	3.00%	8/31/2029		26,760		26,760		26,760		(8)(9)(10)
Delta Leasing SPV II LLC	Specialized Finance	Common Stock						2			2		2		(8)(10)
Delta Leasing SPV II LLC	Specialized Finance	Preferred Equity						330			330		398		(8)(10)
Delta Leasing SPV II LLC	Specialized Finance	Warrants						25			—		—		(8)(10)
DirecTV Financing, LLC	Cable & Satellite	First Lien Term Loan	SOFR+	5.25%	10.71%		8/2/2029		21,905		21,504		21,837		(5)
DTI Holdco, Inc.	Research & Consulting Services	First Lien Term Loan	SOFR+	4.75%	10.09%		4/26/2029		33,003		31,908		33,180		(5)
Dukes Root Control Inc.	Environmental & Facilities Services	First Lien Term Loan	SOFR+	6.50%	11.99%		12/8/2028		11,715		11,520		11,598		(5)(8)
Dukes Root Control Inc.	Environmental & Facilities Services	First Lien Term Loan	SOFR+	6.50%	11.97%		12/8/2028		1,052		1,039		1,042		(5)(8)
Dukes Root Control Inc.	Environmental & Facilities Services	First Lien Revolver	SOFR+	6.50%	11.99%		12/8/2028		772		747		757		(5)(8)(9)
Eagle Parent Corp.	Diversified Support Services	First Lien Term Loan	SOFR+	4.25%	9.58%		4/2/2029		5,238		5,207		5,106		(5)
Entrata, Inc.	Application Software	First Lien Term Loan	SOFR+	5.75%	11.09%		7/10/2030		45,375		44,399		45,193		(5)(8)
Entrata, Inc.	Application Software	First Lien Revolver	SOFR+	5.75%			7/10/2028		—		(105)		(21)		(5)(8)(9)
Enverus Holdings, Inc.	Application Software	First Lien Term Loan	SOFR+	5.50%			12/24/2029		—		(37)		—		(5)(8)(9)
Enverus Holdings, Inc.	Application Software	First Lien Term Loan	SOFR+	5.50%	10.84%		12/24/2029		54,034		53,295		54,034		(5)(8)

9

Oaktree Strategic Credit Fund

Consolidated Schedule of Investments

June 30, 2024

(dollar amounts in thousands)

(unaudited)

Portfolio Company	Industry	Type of Investment (1)(2)(3)	Index	Spread	Cash Interest Rate (4)(5)	PIK	Maturity Date	Shares	Principal (6)		Cost		Fair Value		Notes
Enverus Holdings, Inc.	Application Software	First Lien Revolver	SOFR+	5.50%			12/24/2029		$	—	$	(56)	$	—	(5)(8)(9)
Establishment Labs Holdings Inc.	Health Care Technology	First Lien Term Loan			3.00%	6.00%	4/21/2027		1,851		1,832		1,819		(8)(10)
Establishment Labs Holdings Inc.	Health Care Technology	First Lien Term Loan			3.00%	6.00%	4/21/2027		—		1		—		(8)(9)(10)
Establishment Labs Holdings Inc.	Health Care Technology	First Lien Term Loan			3.00%	6.00%	4/21/2027		—		1		—		(8)(9)(10)
Establishment Labs Holdings Inc.	Health Care Technology	First Lien Term Loan			3.00%	6.00%	4/21/2027		11,559		11,471		11,357		(8)(10)
Evergreen IX Borrower 2023, LLC	Application Software	First Lien Term Loan	SOFR+	6.00%	11.33%		9/30/2030		36,124		35,319		36,124		(5)(8)
Evergreen IX Borrower 2023, LLC	Application Software	First Lien Revolver	SOFR+	6.00%			10/1/2029		—		(88)		—		(5)(8)(9)
Eyesouth Eye Care Holdco LLC	Health Care Services	First Lien Term Loan	SOFR+	5.50%			10/5/2029		—		(48)		(92)		(5)(8)(9)
Eyesouth Eye Care Holdco LLC	Health Care Services	First Lien Term Loan	SOFR+	5.50%	10.93%		10/5/2029		3,215		3,154		3,154		(5)(8)
Eyesouth Eye Care Holdco LLC	Health Care Services	Common Stock						124			124		129		(8)
Eyesouth Eye Care Holdco LLC	Health Care Services	Common Stock						761			761		791		(8)(14)
Fiesta Purchaser, Inc.	Packaged Foods & Meats	Fixed Rate Bond			7.88%		3/1/2031		7,940		7,940		8,211
Fiesta Purchaser, Inc.	Packaged Foods & Meats	First Lien Term Loan	SOFR+	4.00%	9.34%		2/12/2031		10,000		9,900		10,082		(5)
Finastra USA, Inc.	Application Software	First Lien Term Loan	SOFR+	7.25%	12.46%		9/13/2029		43,622		42,866		43,077		(5)(8)(10)
Finastra USA, Inc.	Application Software	First Lien Revolver	SOFR+	7.25%	12.58%		9/13/2029		480		402		424		(5)(8)(9)(10)
Fortress Credit BSL XIV	Multi-Sector Holdings	CLO Notes	SOFR+	7.65%	12.97%		10/23/2034		2,300		2,079		2,292		(5)(10)
Fortress Credit BSL XV	Multi-Sector Holdings	CLO Notes	SOFR+	4.75%	10.08%		10/18/2033		5,000		5,000		5,019		(5)(10)
Fortress Credit BSL XIX	Multi-Sector Holdings	CLO Notes	SOFR+	8.37%	13.69%		7/24/2036		6,750		6,856		7,021		(5)(10)
Fortress Credit BSL XX	Multi-Sector Holdings	CLO Notes	SOFR+	8.51%	13.88%		1/23/2037		5,250		5,356		5,460		(5)(10)
Fortress Credit BSL XXV	Multi-Sector Holdings	CLO Notes	SOFR+	4.30%	9.62%		7/24/2037		2,250		2,250		2,253		(5)(10)
Frontier Communications Holdings, LLC	Integrated Telecommunication Services	Fixed Rate Bond			6.00%		1/15/2030		22,504		18,986		19,610		(10)
Frontier Communications Holdings, LLC	Integrated Telecommunication Services	First Lien Term Loan	SOFR+	3.75%	9.21%		10/8/2027		29,509		28,997		29,531		(5)(10)
Frontier Communications Holdings, LLC	Integrated Telecommunication Services	First Lien Term Loan	SOFR+	3.50%	8.85%		7/1/2031		15,000		14,925		15,000		(5)(10)
Frontier Issuer LLC	Specialized Finance	CLO Notes			11.16%		6/20/2054		24,010		24,006		24,049		(10)
Galileo Parent, Inc.	Aerospace & Defense	First Lien Term Loan	SOFR+	7.25%	12.58%		5/3/2029		20,125		19,638		20,125		(5)(8)
Galileo Parent, Inc.	Aerospace & Defense	First Lien Revolver	SOFR+	7.25%	12.59%		5/3/2029		1,892		1,816		1,892		(5)(8)(9)
Gallatin CLO X 2023-1	Multi-Sector Holdings	CLO Notes	SOFR+	5.41%	10.74%		10/14/2035		5,000		4,913		5,121		(5)(10)
GoldenTree Loan Management EUR CLO 2 DAC	Multi-Sector Holdings	CLO Notes	E+	2.85%	6.75%		1/20/2032		€	1,000	887		1,064		(5)(10)
Greenway Health, LLC	Health Care Technology	First Lien Term Loan	SOFR+	6.75%	12.01%		4/1/2029		$	24,938	24,265		24,838		(5)(8)
Grove Hotel Parcel Owner, LLC	Hotels, Resorts & Cruise Lines	First Lien Term Loan	SOFR+	8.00%			6/21/2027		—		(42)		(71)		(5)(8)(9)
Grove Hotel Parcel Owner, LLC	Hotels, Resorts & Cruise Lines	First Lien Term Loan	SOFR+	8.00%	13.44%		6/21/2027		17,374		17,168		17,027		(5)(8)
Grove Hotel Parcel Owner, LLC	Hotels, Resorts & Cruise Lines	First Lien Revolver	SOFR+	8.00%			6/21/2027		—		(21)		(35)		(5)(8)(9)
Harbor Purchaser Inc.	Education Services	First Lien Term Loan	SOFR+	5.25%	10.70%		4/9/2029		6,185		5,976		5,902		(5)
Harrow, Inc.	Pharmaceuticals	First Lien Term Loan	SOFR+	6.50%			1/19/2026		—		(69)		—		(5)(8)(9)(10)

10

Oaktree Strategic Credit Fund

Consolidated Schedule of Investments

June 30, 2024

(dollar amounts in thousands)

(unaudited)

Portfolio Company	Industry	Type of Investment (1)(2)(3)	Index	Spread	Cash Interest Rate (4)(5)	PIK	Maturity Date	Shares	Principal (6)		Cost		Fair Value		Notes
Harrow, Inc.	Pharmaceuticals	First Lien Term Loan	SOFR+	6.50%	11.98%		1/19/2026		$	1,792	$	1,764	$	1,792	(5)(8)(10)
Harrow, Inc.	Pharmaceuticals	First Lien Term Loan	SOFR+	6.50%	11.98%		1/19/2026		9,319		9,191		9,319		(5)(8)(10)
Horizon Aircraft Finance I Ltd.	Specialized Finance	CLO Notes			4.46%		12/15/2038		10,459		8,875		9,545		(10)
Horizon Aircraft Finance II Ltd.	Specialized Finance	CLO Notes			3.72%		7/15/2039		1,840		1,584		1,684		(10)
HPS Loan Management 10-2016	Multi-Sector Holdings	CLO Notes	SOFR+	6.67%	12.00%		4/20/2034		2,250		2,135		2,238		(5)(10)
HUB Pen Company, LLC	Other Specialty Retail	First Lien Term Loan	SOFR+	6.50%	11.93%		12/31/2027		27,130		26,572		26,858		(5)(8)
HUB Pen Company, LLC	Other Specialty Retail	First Lien Revolver			6.50%		12/31/2027		108		40		75		(8)(9)
Husky Injection Molding Systems Ltd.	Industrial Machinery & Supplies & Components	Fixed Rate Bond			9.00%		2/15/2029		6,142		6,142		6,368		(10)
Husky Injection Molding Systems Ltd.	Industrial Machinery & Supplies & Components	First Lien Term Loan	SOFR+	5.00%	10.33%		2/15/2029		22,030		21,718		22,108		(5)(10)
IAMGOLD Corporation	Gold	Second Lien Term Loan	SOFR+	8.25%	13.57%		5/16/2028		28,394		27,734		28,266		(5)(8)(10)
Icefall Parent, Inc.	Application Software	First Lien Term Loan	SOFR+	6.50%	11.83%		1/25/2030		27,948		27,429		27,468		(5)(8)
Icefall Parent, Inc.	Application Software	First Lien Revolver	SOFR+	6.50%			1/25/2030		—		(49)		(46)		(5)(8)(9)
iCIMs, Inc.	Application Software	First Lien Term Loan	SOFR+	7.25%			8/18/2028		—		—		—		(5)(8)(9)
iCIMs, Inc.	Application Software	First Lien Term Loan	SOFR+	7.25%	12.58%		8/18/2028		16,086		15,914		15,555		(5)(8)
iCIMs, Inc.	Application Software	First Lien Term Loan	SOFR+	7.25%	12.58%		8/18/2028		2,325		2,296		2,288		(5)(8)
iCIMs, Inc.	Application Software	First Lien Revolver	SOFR+	6.75%	12.08%		8/18/2028		201		127		98		(5)(8)(9)
Impel Pharmaceuticals Inc.	Health Care Technology	First Lien Term Loan	SOFR+	10.75%			3/17/2027		666		648		$	444	(5)(8)(12)
Impel Pharmaceuticals Inc.	Health Care Technology	First Lien Term Loan	SOFR+	10.75%			3/17/2027		299		295		199		(5)(8)(12)
Impel Pharmaceuticals Inc.	Health Care Technology	First Lien Term Loan	SOFR+	10.75%			3/17/2027		251		235		167		(5)(8)(12)
Impel Pharmaceuticals Inc.	Health Care Technology	First Lien Term Loan	SOFR+	10.75%			3/17/2027		9,224		8,808		2,785		(5)(8)(12)
Impel Pharmaceuticals Inc.	Health Care Technology	Warrants						127,376			—		—
Innocoll Pharmaceuticals Limited	Health Care Technology	Warrants						57,693			85		—		(8)(10)
Inventus Power, Inc.	Electrical Components & Equipment	First Lien Term Loan	SOFR+	7.50%	12.96%		6/30/2025		43,379		42,948		42,399		(5)(8)
Inventus Power, Inc.	Electrical Components & Equipment	First Lien Revolver	SOFR+	7.50%			6/30/2025		—		(74)		(112)		(5)(8)(9)
IW Buyer LLC	Electrical Components & Equipment	First Lien Term Loan	SOFR+	6.75%	12.19%		6/28/2029		30,986		30,213		30,676		(5)(8)
IW Buyer LLC	Electrical Components & Equipment	First Lien Revolver	SOFR+	6.75%			6/28/2029		—		(160)		(64)		(5)(8)(9)
Janus Bidco Limited	Application Software	First Lien Term Loan	SONIA+	6.00%			4/25/2031		£	—	(196)		(198)		(5)(8)(9)(10)
Janus Bidco Limited	Application Software	First Lien Term Loan	SONIA+	6.00%	11.20%		4/25/2031		2,439		2,975		3,010		(5)(8)(10)
Janus Bidco Limited	Application Software	First Lien Term Loan	SOFR+	6.00%	11.35%		4/25/2031		$	54,214	52,887		52,929		(5)(8)(10)
KDC/ONE Development Corp Inc	Personal Care Products	First Lien Term Loan	SOFR+	4.50%	9.84%		8/15/2028		$	15,218	14,926		15,278		(5)(10)
Kings Buyer, LLC	Environmental & Facilities Services	First Lien Term Loan	SOFR+	6.50%	11.90%		10/29/2027		58,697		57,981		57,963		(5)(8)
Kings Buyer, LLC	Environmental & Facilities Services	First Lien Term Loan	SOFR+	6.50%	12.50%		10/29/2027		4,778		4,731		4,719		(5)(8)
Kings Buyer, LLC	Environmental & Facilities Services	First Lien Revolver	PRIME+	4.00%	12.50%		10/29/2027		1,221		1,161		1,160		(5)(8)(9)
Kings Buyer, LLC	Environmental & Facilities Services	First Lien Revolver	PRIME+	4.00%	12.50%		10/29/2027		166		160		141		(5)(8)(9)
LABL, Inc.	Office Services & Supplies	First Lien Term Loan	SOFR+	5.00%	10.44%		10/29/2028		32,406		31,738		32,051		(5)
Latam Airlines Group S.A.	Passenger Airlines	First Lien Term Loan	SOFR+	9.50%	14.95%		10/12/2027		11,941		11,262		12,261		(5)(10)

11

Oaktree Strategic Credit Fund

Consolidated Schedule of Investments

June 30, 2024

(dollar amounts in thousands)

(unaudited)

Portfolio Company	Industry	Type of Investment (1)(2)(3)	Index	Spread	Cash Interest Rate (4)(5)	PIK	Maturity Date	Shares	Principal (6)		Cost		Fair Value		Notes
Learfield Communications, LLC	Movies & Entertainment	First Lien Term Loan	SOFR+	5.50%	10.84%		6/30/2028		$	40,103	$	39,940	$	40,416	(5)
LSL Holdco, LLC	Health Care Distributors	First Lien Term Loan	SOFR+	6.00%	11.44%		1/31/2028		1,040		989		975		(5)(8)
LSL Holdco, LLC	Health Care Distributors	First Lien Term Loan	SOFR+	6.00%	11.44%		1/31/2028		8,929		8,822		8,371		(5)(8)
LSL Holdco, LLC	Health Care Distributors	First Lien Revolver	SOFR+	6.00%	11.44%		1/31/2028		812		800		748		(5)(8)(9)
Madison Park Euro Funding XIV	Multi-Sector Holdings	CLO Notes	E+	3.60%	7.51%		7/15/2032		€	6,450	6,774		6,884		(5)(10)
Madison Park Funding LXIII	Multi-Sector Holdings	CLO Notes	SOFR+	5.50%	10.82%		4/21/2035		$	5,000	5,000		5,128		(5)(10)
Mauser Packaging Solutions Holding Co	Metal, Glass & Plastic Containers	Fixed Rate Bond			7.88%		4/15/2027		12,500		12,348		12,766
Mauser Packaging Solutions Holding Co	Metal, Glass & Plastic Containers	First Lien Term Loan	SOFR+	3.50%	8.83%		4/15/2027		10,860		10,782		10,886		(5)
Mesoblast, Inc.	Biotechnology	First Lien Term Loan			9.75%		11/19/2026		1,956		1,869		1,863		(8)(10)
Mesoblast, Inc.	Biotechnology	Warrants						17,058			—		64		(8)(10)
Mesoblast, Inc.	Biotechnology	Warrants						66,347			152		176		(8)(10)
MHE Intermediate Holdings, LLC	Diversified Support Services	First Lien Term Loan	SOFR+	6.00%	11.48%		7/21/2027		5,246		5,141		5,189		(5)(8)
MHE Intermediate Holdings, LLC	Diversified Support Services	First Lien Term Loan	SOFR+	6.25%	11.73%		7/21/2027		1,571		1,541		1,564		(5)(8)
Microf Funding V LLC	Consumer Finance	First Lien Term Loan	SOFR+	6.58%	11.91%		6/3/2027		12,036		11,869		11,750		(5)(8)(9)(10)
Minotaur Acquisition, Inc.	Financial Exchanges & Data	First Lien Term Loan	SOFR+	5.00%			5/10/2026		—		(67)		(68)		(5)(8)(9)(10)
Minotaur Acquisition, Inc.	Financial Exchanges & Data	First Lien Term Loan	SOFR+	5.00%			5/10/2026		—		(67)		(68)		(5)(8)(9)(10)
Minotaur Acquisition, Inc.	Financial Exchanges & Data	First Lien Term Loan	SOFR+	5.00%	10.35%		5/13/2030		41,754		40,930		40,940		(5)(8)(10)
Minotaur Acquisition, Inc.	Financial Exchanges & Data	First Lien Revolver	SOFR+	5.00%			5/13/2030		—		(82)		(81)		(5)(8)(9)(10)
Mitchell International Inc	Application Software	Second Lien Term Loan	SOFR+	5.25%	10.59%		6/17/2032		8,310		8,268		8,305		(5)
Mitchell International Inc	Application Software	First Lien Term Loan	SOFR+	3.25%	8.59%		6/17/2031		17,100		17,015		16,976		(5)
Modena Buyer LLC	Application Software	First Lien Term Loan	SOFR+	4.50%	9.85%		7/1/2031		46,623		45,691		45,567		(5)
Monotype Imaging Holdings Inc.	Application Software	First Lien Term Loan	SOFR+	5.50%			2/28/2031		—		(45)		(41)		(5)(8)(9)
Monotype Imaging Holdings Inc.	Application Software	First Lien Term Loan	SOFR+	5.50%	10.85%		2/28/2031		72,289		71,205		71,306		(5)(8)
Monotype Imaging Holdings Inc.	Application Software	First Lien Revolver	SOFR+	5.50%			2/28/2030		—		(128)		(123)		(5)(8)(9)
MRI Software LLC	Application Software	First Lien Term Loan	SOFR+	5.75%	11.08%		2/10/2027		4,205		4,047		4,205		(5)(8)(9)
MRI Software LLC	Application Software	First Lien Term Loan	SOFR+	5.50%	10.93%		2/10/2027		7,148		7,142		7,108		(5)(8)
MRI Software LLC	Application Software	First Lien Term Loan	SOFR+	5.50%	10.93%		2/10/2027		4,561		4,448		4,536		(5)(8)
MRI Software LLC	Application Software	First Lien Revolver	SOFR+	5.50%			2/10/2027		—		—		(13)		(5)(8)(9)
Neptune Platform Buyer, LLC	Aerospace & Defense	First Lien Term Loan	SOFR+	5.25%			1/19/2031		—		—		—		(5)(8)(9)
Neptune Platform Buyer, LLC	Aerospace & Defense	First Lien Term Loan	SOFR+	5.25%	10.58%		1/19/2031		30,900		30,437		30,653		(5)(8)
Next Holdco, LLC	Health Care Technology	First Lien Term Loan	SOFR+	6.00%			11/12/2030		—		(90)		(90)		(5)(8)(9)
Next Holdco, LLC	Health Care Technology	First Lien Revolver	SOFR+	6.00%			11/9/2029		—		(67)		—		(5)(8)(9)
Next Holdco, LLC	Health Care Technology	First Lien Term Loan	SOFR+	6.00%	11.32%		11/12/2030		46,507		45,810		46,507		(5)(8)
NFM & J, L.P.	Diversified Support Services	First Lien Term Loan	SOFR+	5.75%	11.19%		11/10/2029		411		287		163		(5)(8)(9)
NFM & J, L.P.	Diversified Support Services	First Lien Term Loan	SOFR+	5.75%	11.17%		11/10/2029		22,196		21,752		21,752		(5)(8)
NFM & J, L.P.	Diversified Support Services	First Lien Revolver	PRIME+	4.75%	13.25%		11/10/2029		536		149		149		(5)(8)(9)

12

Oaktree Strategic Credit Fund

Consolidated Schedule of Investments

June 30, 2024

(dollar amounts in thousands)

(unaudited)

Portfolio Company	Industry	Type of Investment (1)(2)(3)	Index	Spread	Cash Interest Rate (4)(5)	PIK	Maturity Date	Shares	Principal (6)		Cost		Fair Value		Notes
North Star Acquisitionco, LLC	Education Services	First Lien Term Loan	NIBOR+	5.00%	9.73%		5/3/2029		kr	69,331	$	6,229	$	6,481	(5)(8)
North Star Acquisitionco, LLC	Education Services	First Lien Term Loan	SONIA+	5.00%	10.20%		5/3/2029		£	3,163	3,941		3,980		(5)(8)
North Star Acquisitionco, LLC	Education Services	First Lien Term Loan	SOFR+	5.00%			5/3/2029		$	—	(16)		(15)		(5)(8)(9)
North Star Acquisitionco, LLC	Education Services	First Lien Term Loan	SOFR+	5.75%	11.07%		5/3/2029		3,338		3,284		3,323		(5)(8)
North Star Acquisitionco, LLC	Education Services	First Lien Term Loan	SOFR+	5.75%	11.05%		5/3/2029		36,441		35,854		36,270		(5)(8)
North Star Acquisitionco, LLC	Education Services	First Lien Term Loan	SOFR+	5.00%	10.32%		5/3/2029		28,057		27,916		27,925		(5)(8)
North Star Acquisitionco, LLC	Education Services	First Lien Revolver	SOFR+	5.00%	10.34%		5/3/2029		3,049		3,155		3,203		(5)(8)(9)
North Star Acquisitionco, LLC	Education Services	First Lien Revolver	SOFR+	5.00%			5/3/2029		—		(31)		(29)		(5)(8)(9)
Northwoods Capital 25 Ltd	Multi-Sector Holdings	CLO Notes	SOFR+	7.40%	12.73%		7/20/2034		700		682		701		(5)(10)
Northwoods Capital XV	Multi-Sector Holdings	CLO Notes	SOFR+	4.01%	9.36%		6/20/2034		4,000		3,920		4,012		(5)(10)
Ocean Trails CLO VIII	Multi-Sector Holdings	CLO Notes	SOFR+	4.01%	9.34%		7/15/2034		5,000		4,669		5,010		(5)(10)
Ocean Trails CLO XIV	Multi-Sector Holdings	CLO Notes	SOFR+	5.82%	11.14%		1/20/2035		1,000		1,000		1,019		(5)(10)
Octagon 66	Multi-Sector Holdings	CLO Notes	SOFR+	5.09%	10.42%		11/16/2036		3,000		2,971		3,103		(5)(10)
OFSI BSL XIII CLO	Multi-Sector Holdings	CLO Notes	SOFR+	4.50%	9.82%		4/20/2037		5,000		5,000		5,012		(5)(10)
OFSI Fund Ltd	Multi-Sector Holdings	CLO Notes	SOFR+	7.48%	12.81%		4/20/2034		1,105		1,048		1,072		(5)(10)
OneOncology, LLC	Health Care Services	First Lien Term Loan	SOFR+	5.00%			6/10/2030		—		(86)		(82)		(5)(8)(9)
OneOncology, LLC	Health Care Services	First Lien Term Loan	SOFR+	6.25%	11.58%		6/10/2030		8,582		8,367		8,582		(5)(8)
OneOncology, LLC	Health Care Services	First Lien Term Loan	SOFR+	6.25%	11.58%		6/10/2030		22,713		22,232		22,713		(5)(8)
OneOncology, LLC	Health Care Services	First Lien Revolver	SOFR+	6.25%			6/11/2029		—		(94)		—		(5)(8)(9)
Oranje Holdco, Inc.	Systems Software	First Lien Term Loan	SOFR+	7.25%	12.59%		2/1/2029		16,868		16,544		16,530		(5)(8)
Oranje Holdco, Inc.	Systems Software	First Lien Term Loan	SOFR+	7.50%	12.83%		2/1/2029		15,746		15,445		15,707		(5)(8)
Oranje Holdco, Inc.	Systems Software	First Lien Revolver	SOFR+	7.50%			2/1/2029		—		(38)		(5)		(5)(8)(9)
OZLM XXIII Ltd	Multi-Sector Holdings	CLO Notes	SOFR+	7.28%	12.87%		4/15/2034		1,000		967		990		(5)(10)
Peraton Corp.	Aerospace & Defense	First Lien Term Loan	SOFR+	3.75%	9.19%		2/1/2028		18,716		18,621		18,740		(5)
PetSmart LLC	Other Specialty Retail	First Lien Term Loan	SOFR+	3.75%	9.19%		2/11/2028		27,762		27,420		27,715		(5)
PetVet Care Centers, LLC	Health Care Services	First Lien Term Loan	SOFR+	6.00%	11.34%		11/15/2030		73,279		71,945		71,682		(5)(8)
PetVet Care Centers, LLC	Health Care Services	First Lien Term Loan	SOFR+	6.00%			11/15/2030		—		(96)		(96)		(5)(8)(9)
PetVet Care Centers, LLC	Health Care Services	First Lien Revolver	SOFR+	6.00%			11/15/2029		—		(172)		(209)		(5)(8)(9)
PetVet Care Centers, LLC	Health Care Services	Preferred Equity						6,338			6,211		6,753		(8)
Pluralsight, LLC	Application Software	First Lien Term Loan	SOFR+	8.00%			4/6/2027		26,144		23,029		12,811		(5)(8)(12)
Pluralsight, LLC	Application Software	First Lien Revolver	SOFR+	8.00%			4/6/2027		1,639		1,444		803		(5)(8)(12)
PPW Aero Buyer, Inc.	Aerospace & Defense	First Lien Term Loan	SOFR+	5.50%	10.84%		2/15/2029		5,384		5,055		4,807		(5)(8)(9)
PPW Aero Buyer, Inc.	Aerospace & Defense	First Lien Term Loan	SOFR+	7.00%	11.83%		2/15/2029		26,556		25,737		26,556		(5)(8)
PPW Aero Buyer, Inc.	Aerospace & Defense	First Lien Revolver	SOFR+	6.00%	11.84%		2/15/2029		661		472		583		(5)(8)(9)
Profrac Holdings II, LLC	Industrial Machinery & Supplies & Components	First Lien Floating Rate Bond	SOFR+	7.25%	12.57%		1/23/2029		67,254		66,581		66,669		(5)(8)(10)
Project Accelerate Parent, LLC	Systems Software	First Lien Term Loan	SOFR+	5.25%	10.54%		2/24/2031		43,750		43,313		43,750		(5)(8)

13

Oaktree Strategic Credit Fund

Consolidated Schedule of Investments

June 30, 2024

(dollar amounts in thousands)

(unaudited)

Portfolio Company	Industry	Type of Investment (1)(2)(3)	Index	Spread	Cash Interest Rate (4)(5)	PIK	Maturity Date	Shares	Principal (6)		Cost		Fair Value		Notes
Project Accelerate Parent, LLC	Systems Software	First Lien Revolver	SOFR+	5.25%			2/24/2031		$	—	$	(63)	$	—	(5)(8)(9)
Protein for Pets Opco, LLC	Packaged Foods & Meats	First Lien Term Loan	SOFR+	5.25%	10.59%		9/20/2030		63,733		62,512		62,560		(5)(8)
Protein for Pets Opco, LLC	Packaged Foods & Meats	First Lien Revolver	SOFR+	5.25%			9/20/2030		—		(127)		(122)		(5)(8)(9)
Quantum Bidco Limited	Food Distributors	First Lien Term Loan	SONIA+	5.50%	10.98%		1/31/2028		£	9,861	11,540		12,091		(5)(8)(10)
Quantum Bidco Limited	Food Distributors	First Lien Term Loan	SONIA+	5.50%	10.70%		1/31/2028		8,377		9,996		10,059		(5)(8)(9)(10)
Radar Bidco Sarl	Air Freight & Logistics	First Lien Term Loan	SOFR+	4.25%	9.56%		4/4/2031		$	15,500	15,423		15,563		(5)(10)
Renaissance Holding Corp.	Education Services	First Lien Term Loan	SOFR+	4.25%	9.60%		4/5/2030		37,725		37,230		37,743		(5)
Resistance Acquisition, Inc.	Pharmaceuticals	First Lien Term Loan	SOFR+	7.75%	13.08%		9/21/2028		18,387		17,999		18,203		(5)(8)
Rockford Tower CLO 2024-1	Multi-Sector Holdings	CLO Notes	SOFR+	7.48%	12.81%		4/20/2037		2,500		2,476		2,575		(5)(10)
RR 24	Multi-Sector Holdings	CLO Notes	SOFR+	8.30%	13.63%		1/15/2036		2,750		2,750		2,790		(5)(10)
Salus Workers' Compensation, LLC	Diversified Financial Services	First Lien Term Loan	SOFR+	10.00%	15.33%		10/7/2026		15,467		15,112		14,926		(5)(8)
Salus Workers' Compensation, LLC	Diversified Financial Services	First Lien Revolver	SOFR+	10.00%			10/7/2026		—		(44)		(66)		(5)(8)(9)
Salus Workers' Compensation, LLC	Diversified Financial Services	Warrants						606,357			200		170		(8)
Saratoga	Diversified Financial Services	Credit Linked Note	SOFR+	5.33%	10.65%		12/31/2029		98,000		98,000		98,000		(5)(8)(10)(15)
SCIH Salt Holdings Inc.	Diversified Chemicals	First Lien Term Loan	SOFR+	4.00%	9.44%		3/16/2027		14,906		14,718		14,934		(5)
SCIH Salt Holdings Inc.	Diversified Chemicals	Fixed Rate Bond			4.88%		5/1/2028		16,450		15,003		15,321
scPharmaceuticals Inc.	Pharmaceuticals	First Lien Term Loan	SOFR+	8.75%			10/13/2027		—		—		—		(5)(8)(9)
scPharmaceuticals Inc.	Pharmaceuticals	First Lien Term Loan	SOFR+	8.75%			10/13/2027		—		—		—		(5)(8)(9)
scPharmaceuticals Inc.	Pharmaceuticals	First Lien Term Loan	SOFR+	8.75%	11.75%		10/13/2027		7,654		7,384		7,424		(5)(8)
scPharmaceuticals Inc.	Pharmaceuticals	Warrants						79,075			258		178		(8)
Secure Acquisition Inc.	Paper & Plastic Packaging Products & Materials	First Lien Term Loan	SOFR+	5.00%	10.44%		12/16/2028		1,745		1,743		1,757		(5)
SEI Holding I Corporation	Trading Companies & Distributors	First Lien Term Loan	SOFR+	6.25%	11.58%		3/27/2028		2,004		1,978		1,979		(5)(8)
SEI Holding I Corporation	Trading Companies & Distributors	First Lien Term Loan	SOFR+	6.75%	12.09%		3/27/2028		2,487		2,438		2,487		(5)(8)
SEI Holding I Corporation	Trading Companies & Distributors	First Lien Term Loan	SOFR+	6.75%	12.09%		3/27/2028		17,288		16,901		17,288		(5)(8)
SEI Holding I Corporation	Trading Companies & Distributors	First Lien Revolver	PRIME+	5.75%	14.25%		3/27/2028		400		367		400		(5)(8)(9)
Seres Therapeutics, Inc.	Biotechnology	First Lien Term Loan	SOFR+	7.88%			4/27/2029		—		—		—		(5)(8)(9)(10)
Seres Therapeutics, Inc.	Biotechnology	First Lien Term Loan	SOFR+	7.88%			4/27/2029		—		—		—		(5)(8)(9)(10)
Seres Therapeutics, Inc.	Biotechnology	First Lien Term Loan	SOFR+	7.88%	12.88%		4/27/2029		11,547		11,191		11,547		(5)(8)(10)
Seres Therapeutics, Inc.	Biotechnology	First Lien Term Loan	SOFR+	7.88%	12.88%		4/27/2029		4,330		4,196		4,330		(5)(8)(10)
Seres Therapeutics, Inc.	Biotechnology	Warrants						93,470			293		33		(8)(10)
SM Wellness Holdings, Inc.	Health Care Services	First Lien Term Loan	SOFR+	4.50%	10.09%		4/17/2028		17,893		17,018		17,692		(5)(8)
Sorenson Communications, LLC	Communications Equipment	First Lien Term Loan	SOFR+	5.75%	11.09%		4/19/2029		91,516		89,759		89,832		(5)(8)
Sorenson Communications, LLC	Communications Equipment	First Lien Revolver	SOFR+	5.75%			4/19/2029		—		(195)		(187)		(5)(8)(9)
Southern Veterinary Partners, LLC	Health Care Facilities	First Lien Term Loan	SOFR+	3.75%	9.09%		10/5/2027		25,508		25,383		25,593		(5)
SPX Flow, Inc.	Industrial Machinery & Supplies & Components	Fixed Rate Bond			8.75%		4/1/2030		766		742		787
SPX Flow, Inc.	Industrial Machinery & Supplies & Components	First Lien Term Loan	SOFR+	4.50%	9.93%		4/5/2029		10,406		10,174		10,478		(5)

14

Oaktree Strategic Credit Fund

Consolidated Schedule of Investments

June 30, 2024

(dollar amounts in thousands)

(unaudited)

Portfolio Company	Industry	Type of Investment (1)(2)(3)	Index	Spread	Cash Interest Rate (4)(5)	PIK	Maturity Date	Shares	Principal (6)		Cost		Fair Value		Notes
Staples, Inc.	Office Services & Supplies	Fixed Rate Bond			10.75%		9/1/2029		$	13,481	$	13,354	$	12,828
Staples, Inc.	Office Services & Supplies	First Lien Term Loan	SOFR+	5.75%	11.08%		9/4/2029		27,181		26,097		25,000		(5)
Star Parent, Inc.	Life Sciences Tools & Services	First Lien Term Loan	SOFR+	3.75%	9.08%		9/27/2030		45,910		45,100		45,928		(5)
SumUp Holdings Luxembourg	Diversified Financial Services	First Lien Term Loan	E+	6.50%	10.32%		4/25/2031		€	47,274	50,670		50,033		(5)(8)(9)(10)
Superior Industries International, Inc.	Auto Parts & Equipment	First Lien Term Loan	SOFR+	8.00%	13.34%		12/16/2028		$	33,060	32,323		32,729		(5)(8)
SupplyOne Inc.	Paper & Plastic Packaging Products & Materials	First Lien Term Loan	SOFR+	4.25%	9.59%		4/19/2031		16,958		16,818		17,005		(5)
Supreme Fitness Group NY Holdings, LLC	Leisure Facilities	First Lien Term Loan	SOFR+	7.00%	12.56%		12/31/2026		696		690		662		(5)(8)
Supreme Fitness Group NY Holdings, LLC	Leisure Facilities	First Lien Term Loan	SOFR+	7.00%	12.56%		12/31/2026		838		808		797		(5)(8)
Supreme Fitness Group NY Holdings, LLC	Leisure Facilities	First Lien Term Loan	SOFR+	7.00%	12.56%		12/31/2026		8,134		8,053		7,736		(5)(8)
Supreme Fitness Group NY Holdings, LLC	Leisure Facilities	First Lien Revolver	SOFR+	7.00%			12/31/2026		—		(4)		(19)		(5)(8)(9)
Tacala, LLC	Restaurants	First Lien Term Loan	SOFR+	4.00%	9.34%		1/31/2031		29,925		29,850		30,090		(5)
Telephone and Data Systems, Inc.	Wireless Telecommunication Services	Subordinated Debt Term Loan	SOFR+	7.00%			5/1/2029		—		(269)		(279)		(5)(8)(9)(10)
Telephone and Data Systems, Inc.	Wireless Telecommunication Services	Subordinated Debt Term Loan	SOFR+	7.00%	12.32%		5/1/2029		74,285		72,131		72,205		(5)(8)(10)
Ten-X LLC	Interactive Media & Services	First Lien Term Loan	SOFR+	6.00%	11.34%		5/26/2028		24,736		23,765		23,907		(5)(8)
THL Zinc Ventures Ltd	Diversified Metals & Mining	First Lien Term Loan			13.00%		5/23/2026		39,751		39,425		39,751		(8)(10)
Touchstone Acquisition, Inc.	Health Care Supplies	First Lien Term Loan	SOFR+	6.00%	11.43%		12/29/2028		8,420		8,311		8,242		(5)(8)
Transit Buyer LLC	Diversified Support Services	First Lien Term Loan	SOFR+	5.00%			1/31/2029		—		(61)		(98)		(5)(8)(9)
Transit Buyer LLC	Diversified Support Services	First Lien Term Loan	SOFR+	6.25%	11.40%		1/31/2029		1,628		1,569		1,582		(5)(8)(9)
Transit Buyer LLC	Diversified Support Services	First Lien Term Loan	SOFR+	6.25%	11.40%		1/31/2029		8,363		8,235		8,263		(5)(8)
Trident TPI Holdings Inc	Metal, Glass & Plastic Containers	First Lien Term Loan	SOFR+	4.00%	9.34%		9/15/2028		12,374		12,374		12,408		(5)
Trinitas CLO VI Ltd.	Multi-Sector Holdings	CLO Notes	SOFR+	7.08%	12.40%		1/25/2034		905		851		860		(5)(10)
Trinitas CLO XII	Multi-Sector Holdings	CLO Notes	SOFR+	4.26%	9.59%		4/25/2033		4,500		4,400		4,529		(5)(10)
Trinitas CLO XV DAC	Multi-Sector Holdings	CLO Notes	SOFR+	7.71%	13.04%		4/22/2034		6,500		5,824		6,301		(5)(10)
Truck-Lite Co., LLC	Construction Machinery & Heavy Transportation Equipment	First Lien Term Loan	SOFR+	5.75%			2/13/2031		—		(128)		(120)		(5)(8)(9)
Truck-Lite Co., LLC	Construction Machinery & Heavy Transportation Equipment	First Lien Term Loan	SOFR+	5.75%	11.07%		2/13/2031		62,380		61,200		61,269		(5)(8)
Truck-Lite Co., LLC	Construction Machinery & Heavy Transportation Equipment	First Lien Revolver	SOFR+	5.75%	11.08%		2/13/2030		301		99		107		(5)(8)(9)
Uniti Group LP	Cable & Satellite	Fixed Rate Bond			4.75%		4/15/2028		1,328		1,197		1,087		(10)
Uniti Group LP	Cable & Satellite	Fixed Rate Bond			6.50%		2/15/2029		990		919		632		(10)
Venture 41 CLO	Multi-Sector Holdings	CLO Notes	SOFR+	4.13%	9.46%		1/20/2034		1,500		1,478		1,502		(5)(10)
Verona Pharma, Inc.	Pharmaceuticals	First Lien Term Loan			11.00%		5/9/2029		4,956		4,860		4,862		(8)(10)
Verona Pharma, Inc.	Pharmaceuticals	First Lien Term Loan			11.00%		5/9/2029		6,308		6,182		6,189		(8)(10)
Verona Pharma, Inc.	Pharmaceuticals	First Lien Term Loan					9/30/2024		9,011		9,011		9,011		(8)(10)(13)
Verona Pharma, Inc.	Pharmaceuticals	First Lien Term Loan			11.00%		5/9/2029		—		—		—		(8)(9)(10)
Verona Pharma, Inc.	Pharmaceuticals	First Lien Term Loan			11.00%		5/9/2029		—		—		—		(8)(9)(10)
Verona Pharma, Inc.	Pharmaceuticals	First Lien Term Loan					9/30/2025		—		—		—		(8)(9)(10)(13)
Violin Finco Guernsey Limited	Asset Management & Custody Banks	First Lien Term Loan	SONIA+	5.50%			6/6/2031		£	—	(20)		(20)		(5)(8)(9)(10)
Violin Finco Guernsey Limited	Asset Management & Custody Banks	First Lien Term Loan	SONIA+	5.50%	10.70%		6/6/2031		46,900		58,909		58,693		(5)(8)(10)
WAVE 2019-1	Specialized Finance	CLO Notes			3.60%		9/15/2044		$	4,765	3,953		4,234		(10)

15

Oaktree Strategic Credit Fund

Consolidated Schedule of Investments

June 30, 2024

(dollar amounts in thousands)

(unaudited)

Portfolio Company	Industry	Type of Investment (1)(2)(3)	Index	Spread	Cash Interest Rate (4)(5)	PIK	Maturity Date	Shares	Principal (6)		Cost		Fair Value		Notes
Wellfleet CLO 2022-2, Ltd.	Multi-Sector Holdings	CLO Notes	SOFR+	8.56%	13.89%		10/18/2035		$	1,500	$	1,446	$	1,531	(5)(10)
Wind River 2020-1 CLO	Multi-Sector Holdings	CLO Notes	SOFR+	7.42%	12.75%		7/20/2037		2,000		1,960		2,010		(5)(10)
Wind River 2024-1 CLO	Multi-Sector Holdings	CLO Notes	SOFR+	4.25%	9.57%		4/20/2037		3,250		3,250		3,297		(5)(10)
WP CPP Holdings, LLC	Aerospace & Defense	First Lien Term Loan	SOFR+	7.50%	8.72%	4.13%	11/28/2029		54,029		52,763		53,705		(5)(8)
WP CPP Holdings, LLC	Aerospace & Defense	First Lien Revolver	SOFR+	6.75%			11/28/2029		—		(136)		(35)		(5)(8)(9)
Total Non-Control/Non-Affiliate Investments (145.5% of net assets)											$	4,171,140	$	4,189,323
Restricted Cash											30,301		30,301
Cash and Cash Equivalents											394,810		394,810
Cash and Cash Equivalents and Restricted Cash (14.8% of net assets)											$	425,111	$	425,111
Total Portfolio Investments, Cash and Cash Equivalents and Restricted Cash (160.3% of net assets)											$	4,596,251	$	4,614,434

Derivative Instrument	Notional Amount to be Purchased		Notional Amount to be Sold		Maturity Date	Counterparty	Cumulative Unrealized Appreciation /(Depreciation)
Foreign currency forward contract	$	164,202	€	151,007	8/8/2024	Bank of New York Mellon	$	2,086
Foreign currency forward contract	$	156,315	£	123,967	8/8/2024	Bank of New York Mellon	(426)
Foreign currency forward contract	$	6,683	kr	72,797	8/8/2024	Bank of New York Mellon	(160)
							$	1,500

Derivative Instrument	Company Receives	Company Pays	Counterparty	Maturity Date	Notional Amount	Fair Value
Interest rate swap	Fixed 8.4%	Floating 3-month SOFR +4.0405%	BNP Paribas	11/14/2028	$350,000	$	1,443
						$	1,443

16

Oaktree Strategic Credit Fund

Consolidated Schedule of Investments

June 30, 2024

(dollar amounts in thousands)

(unaudited)

(1)All debt investments are income producing unless otherwise noted. All equity investments are non-income producing unless otherwise noted.

(2)See Note 3 in the accompanying notes to the Consolidated Financial Statements for portfolio composition by geographic region.

(3)Each of the Company's investments is pledged as collateral under one or more of its credit facilities. A single investment may be divided into parts that are individually pledged as collateral to separate credit facilities.

(4)Interest rates may be adjusted from period to period on certain term loans and revolvers. These rate adjustments may be either temporary in nature due to tier pricing arrangements or financial or payment covenant violations in the original credit agreements or permanent in nature per loan amendment or waiver documents.

(5)The interest rate on the principal balance outstanding for most floating rate loans is indexed to the secured overnight financing rate ("SOFR"), the euro interbank offered rate ("EURIBOR" or "E"), the sterling overnight index average ("SONIA"), the Norwegian interbank offered rate ("NIBOR") and/or an alternate base rate (e.g., prime rate), which typically resets semi-annually, quarterly, or monthly at the borrower's option. The borrower may also elect to have multiple interest reset periods for each loan. For each of these loans, the Company has provided the applicable margin over the reference rate or the alternate base rate based on each respective credit agreement and the cash interest rate as of period end. All LIBOR shown above is in U.S. dollars unless otherwise noted. As of June 30, 2024, the reference rates for the Company's variable rate loans were the 30-day SOFR at 5.34%, the 90-day SOFR at 5.32%, the 180-day SOFR at 5.23%, the PRIME at 8.50%, the SONIA at 5.23%, the 90-day NIBOR at 4.73%, and the 90-day EURIBOR at 3.82%. Most loans include an interest floor, which generally ranges from 0% to 2.75%. SOFR and SONIA based contracts may include a credit spread adjustment that is charged in addition to the base rate and the stated spread.

(6)Principal includes accumulated payment in kind ("PIK") interest and is net of repayments, if any. "€" signifies the investment is denominated in Euros. “£” signifies the investment is denominated in British Pounds. "kr" signifies the investment is denominated in Krones. All other investments are denominated in U.S. dollars.

(7)Non-Control/Non-Affiliate Investments are investments that are neither Control Investments nor Affiliate Investments. Control Investments generally are defined by the Investment Company Act of 1940, as amended (the "Investment Company Act"), as investments in companies in which the Company owns more than 25% of the voting securities and/or has the power to exercise control over the management or policies of the company. Affiliate Investments generally are defined by the Investment Company Act as investments in companies in which the Company owns between 5% and 25% of the voting securities.

(8)As of June 30, 2024, these investments are categorized as Level 3 within the fair value hierarchy established by Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurements and Disclosures ("ASC 820") and were valued using significant unobservable inputs.

(9)Investment has undrawn commitments. Unamortized fees are classified as unearned income which reduces cost basis, which may result in a negative cost basis. A negative fair value may result from the unfunded commitment being valued below par.

(10)Investment is not a qualifying asset as defined under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company's total assets. As of June 30, 2024, qualifying assets represented 71.9% of the Company's total assets and non-qualifying assets represented 28.1% of the Company's total assets.

(11)This investment represents a participation interest in the underlying securities shown.

(12)This investment was on non-accrual status as of June 30, 2024.

(13)This investment represents a revenue interest financing term loan in which the Company receives periodic interest payments based on a percentage of revenues earned at the respective portfolio company over the life of the loan.

(14)This investment was renamed during the three months ended June 30, 2024. For the periods prior to June 30, 2024, this investment was referenced as SCP Eye Care Services, LLC.

(15)This investment represents a credit default swap that functions, in substance, like a credit linked note and represents a credit risk transfer for a pool of reference assets owned by a bank. The Company fully funded margin up front and in return the Company receives periodic interest payments. The Company’s risk of loss is limited to the principal amount disclosed herein. The reference assets are primarily composed of investment grade corporate debt. The Company may be exposed to counterparty risk, which could make it difficult for the Company to collect on obligations, thereby resulting in potentially significant losses. In addition, the Company only has a contractual relationship with the bank, and not with the reference obligors of the reference assets. Accordingly, the Company generally may have no right to directly enforce compliance by the reference obligors with the terms of the reference assets. The Company will not directly benefit from the reference assets and will not have the benefit of the remedies that would normally be available to a holder of such reference assets. In addition, in the event of the insolvency of the counterparty, the Company may be treated as a general creditor of such counterparty, and will not have any claim with respect to the reference assets.

See notes to Consolidated Financial Statements.

17

Oaktree Strategic Credit Fund

Consolidated Schedule of Investments

September 30, 2023

(dollar amounts in thousands)

Portfolio Company	Industry	Type of Investment (1)(2)(3)	Index	Spread	Cash Interest Rate (4)(5)	PIK	Maturity Date	Shares	Principal (6)		Cost		Fair Value		Notes
Non-Control/Non-Affiliate Investments															(7)
107-109 Beech OAK22 LLC	Real Estate Development	First Lien Revolver			11.00%		2/27/2026		$	11,883	$	11,768	$	11,614	(8)(9)
107 Fair Street LLC	Real Estate Development	First Lien Term Loan			12.50%		5/31/2024		1,031		1,007		987		(8)(9)(11)
112-126 Van Houten Real22 LLC	Real Estate Development	First Lien Term Loan			12.00%		5/4/2024		3,287		3,261		3,248		(8)(9)(11)
AB BSL CLO 4	Multi-Sector Holdings	CLO Notes	SOFR+	5.50%	10.46%		4/20/2036		3,800		3,800		3,815		(5)(10)
Access CIG, LLC	Diversified Support Services	First Lien Term Loan	SOFR+	5.00%	10.32%		8/18/2028		24,500		23,956		24,224		(5)
ACP Falcon Buyer Inc	Systems Software	First Lien Term Loan	SOFR+	6.50%	11.80%		8/1/2029		34,667		33,656		33,696		(5)(8)
ACP Falcon Buyer Inc	Systems Software	First Lien Revolver	SOFR+	6.50%			8/1/2029		—		(156)		(149)		(5)(8)(9)
ADC Therapeutics SA	Biotechnology	First Lien Term Loan	SOFR+	7.50%	13.04%		8/15/2029		10,406		9,957		9,912		(5)(8)(10)
ADC Therapeutics SA	Biotechnology	First Lien Term Loan	SOFR+	7.50%			8/15/2029		—		(60)		(60)		(5)(8)(9)(10)
ADC Therapeutics SA	Biotechnology	Warrants						45,727			275		9		(8)(10)
AI Sirona (Luxembourg) Acquisition S.a.r.l.	Pharmaceuticals	First Lien Term Loan	E+	5.00%	8.86%		9/30/2028		€	21,000	23,002		22,242		(5)(10)
AIP RD Buyer Corp.	Distributors	Second Lien Term Loan	SOFR+	7.75%	13.17%		12/21/2029		$	4,563	4,492		4,516		(5)(8)
AIP RD Buyer Corp.	Distributors	Common Stock						4,560			428		721		(8)
Altice France S.A.	Integrated Telecommunication Services	First Lien Term Loan	L+	4.00%	9.63%		8/14/2026		8,940		8,728		8,459		(5)(10)
Altice France S.A.	Integrated Telecommunication Services	Fixed Rate Bond			5.50%		10/15/2029		7,200		6,007		5,188		(10)
Alto Pharmacy Holdings, Inc.	Health Care Technology	First Lien Term Loan	SOFR+	11.50%	5.00%	11.99%	10/14/2027		13,299		12,386		12,236		(5)(8)
Alto Pharmacy Holdings, Inc.	Health Care Technology	Warrants						878,545			943		2,811		(8)
American Auto Auction Group, LLC	Consumer Finance	Second Lien Term Loan	SOFR+	8.75%	14.14%		1/2/2029		6,901		6,796		6,107		(5)(8)
American Rock Salt Company LLC	Diversified Metals & Mining	First Lien Term Loan	SOFR+	4.00%	9.43%		6/9/2028		20,324		19,504		18,918		(5)
American Tire Distributors, Inc.	Distributors	First Lien Term Loan	SOFR+	6.25%	11.81%		10/20/2028		22,602		20,490		19,863		(5)
Amynta Agency Borrower Inc.	Property & Casualty Insurance	First Lien Term Loan	SOFR+	5.00%	10.42%		2/28/2028		11,970		11,651		11,989		(5)
Anastasia Parent, LLC	Personal Care Products	First Lien Term Loan	SOFR+	3.75%	9.40%		8/11/2025		6,840		5,742		4,934		(5)
Ardonagh Midco 3 PLC	Insurance Brokers	First Lien Term Loan	E+	6.50%	10.45%		7/14/2026		€	9,600	9,626		10,266		(5)(8)(10)
Ardonagh Midco 3 PLC	Insurance Brokers	First Lien Term Loan	SOFR+	6.75%	12.57%		7/14/2026		$	3,520	3,353		3,591		(5)(8)(9)(10)
ARES LXIV CLO	Multi-Sector Holdings	CLO Notes	SOFR+	3.75%	9.06%		4/15/2035		2,200		2,051		2,128		(5)(10)
ARES LXVIII CLO	Multi-Sector Holdings	CLO Notes	SOFR+	5.75%	10.83%		4/25/2035		5,000		5,000		5,112		(5)(10)
Arsenal AIC Parent LLC	Diversified Metals & Mining	First Lien Term Loan	SOFR+	4.50%	9.88%		8/18/2030		10,000		9,900		9,994		(5)
ASP-R-PAC Acquisition Co LLC	Paper & Plastic Packaging Products & Materials	First Lien Term Loan	SOFR+	6.00%	11.63%		12/29/2027		4,862		4,793		4,577		(5)(8)(10)
ASP-R-PAC Acquisition Co LLC	Paper & Plastic Packaging Products & Materials	First Lien Revolver	SOFR+	6.00%			12/29/2027		—		(8)		(34)		(5)(8)(9)(10)
Astra Acquisition Corp.	Application Software	First Lien Term Loan	SOFR+	5.25%	10.90%		10/25/2028		4,848		4,620		3,663		(5)
Asurion, LLC	Property & Casualty Insurance	First Lien Term Loan	SOFR+	4.00%	9.42%		8/19/2028		7,950		7,673		7,724		(5)
Asurion, LLC	Property & Casualty Insurance	First Lien Term Loan	SOFR+	4.25%	9.67%		8/19/2028		15,945		15,192		15,518		(5)
Asurion, LLC	Property & Casualty Insurance	Second Lien Term Loan	SOFR+	5.25%	10.68%		1/20/2029		7,500		6,883		6,680		(5)

18

Oaktree Strategic Credit Fund

Consolidated Schedule of Investments

September 30, 2023

(dollar amounts in thousands)

Portfolio Company	Industry	Type of Investment (1)(2)(3)	Index	Spread	Cash Interest Rate (4)(5)	PIK	Maturity Date	Shares	Principal (6)		Cost		Fair Value		Notes
athenahealth Group Inc.	Health Care Technology	First Lien Term Loan	SOFR+	3.25%	8.57%		2/15/2029		$	24,240	$	23,056	$	23,854	(5)
athenahealth Group Inc.	Health Care Technology	Fixed Rate Bond			6.50%		2/15/2030		3,000		2,597		2,513
athenahealth Group Inc.	Health Care Technology	Preferred Equity						5,809			5,693		5,418		(8)
Avalara, Inc.	Application Software	First Lien Term Loan	SOFR+	7.25%	12.64%		10/19/2028		19,029		18,629		18,734		(5)(8)
Avalara, Inc.	Application Software	First Lien Revolver	SOFR+	7.25%			10/19/2028		—		(40)		(29)		(5)(8)(9)
Bamboo US Bidco LLC	Health Care Equipment	First Lien Term Loan	SOFR+	6.00%	11.32%		9/30/2030		24,960		24,212		24,211		(5)(8)
Bamboo US Bidco LLC	Health Care Equipment	First Lien Term Loan	E+	6.00%	9.97%		9/30/2030		€	15,530	15,949		15,949		(5)(8)
Bamboo US Bidco LLC	Health Care Equipment	First Lien Term Loan	SOFR+	6.00%			9/30/2030		$	—	(59)		(59)		(5)(8)(9)
Bamboo US Bidco LLC	Health Care Equipment	First Lien Revolver	SOFR+	6.00%			10/1/2029		—		(156)		(156)		(5)(8)(9)
Bausch + Lomb Corp	Health Care Supplies	Fixed Rate Bond			8.38%		10/1/2028		6,000		6,000		6,025		(10)
BioXcel Therapeutics, Inc.	Pharmaceuticals	First Lien Term Loan			8.00%	2.25%	4/19/2027		3,220		3,123		2,967		(8)(10)
BioXcel Therapeutics, Inc.	Pharmaceuticals	First Lien Term Loan					9/30/2032		1,580		1,580		1,510		(8)(9)(10)(12)
BioXcel Therapeutics, Inc.	Pharmaceuticals	First Lien Term Loan			8.00%	2.25%	4/19/2027		—		—		—		(8)(9)(10)
BioXcel Therapeutics, Inc.	Pharmaceuticals	First Lien Term Loan					9/30/2032		—		—		—		(8)(9)(10)(12)
BioXcel Therapeutics, Inc.	Pharmaceuticals	First Lien Term Loan			8.00%	2.25%	4/19/2027		—		—		—		(8)(9)(10)
BioXcel Therapeutics, Inc.	Pharmaceuticals	First Lien Term Loan					9/30/2032		—		—		—		(8)(9)(10)(12)
BioXcel Therapeutics, Inc.	Pharmaceuticals	Warrants						12,453			74		1		(8)(10)
CCO Holdings LLC	Cable & Satellite	Fixed Rate Bond			4.50%		5/1/2032		12,281		10,034		9,651		(10)
CD&R Firefly Bidco Limited	Other Specialty Retail	First Lien Term Loan	SONIA+	6.00%	11.29%		6/21/2028		£	21,086	25,375		25,215		(5)(10)
Clear Channel Outdoor Holdings, Inc.	Advertising	First Lien Term Loan	SOFR+	3.50%	9.13%		8/21/2026		$	6,915	6,523		6,732		(5)(10)
Clear Channel Outdoor Holdings, Inc.	Advertising	Fixed Rate Bond			5.13%		8/15/2027		726		644		645		(10)
Clear Channel Outdoor Holdings, Inc.	Advertising	Fixed Rate Bond			9.00%		9/15/2028		4,000		4,000		3,966		(10)
Colony Holding Corporation	Distributors	First Lien Term Loan	SOFR+	6.50%	11.97%		5/13/2026		12,117		11,825		11,834		(5)(8)
Colony Holding Corporation	Distributors	First Lien Term Loan	SOFR+	6.50%	11.97%		5/13/2026		3,940		3,872		3,848		(5)(8)
Condor Merger Sub Inc.	Systems Software	Fixed Rate Bond			7.38%		2/15/2030		4,527		4,505		3,795
Coupa Holdings, LLC	Application Software	First Lien Term Loan	SOFR+	7.50%	12.82%		2/27/2030		13,464		13,155		13,158		(5)(8)
Coupa Holdings, LLC	Application Software	First Lien Term Loan	SOFR+	7.50%			2/27/2030		—		(15)		(13)		(5)(8)(9)
Coupa Holdings, LLC	Application Software	First Lien Revolver	SOFR+	7.50%			2/27/2029		—		(21)		(21)		(5)(8)(9)
Covetrus, Inc.	Health Care Distributors	First Lien Term Loan	SOFR+	5.00%	10.39%		10/13/2029		23,976		22,737		23,758		(5)
Cuppa Bidco BV	Soft Drinks & Non-alcoholic Beverages	First Lien Term Loan	E+	4.75%	8.68%		7/30/2029		€	5,666	4,958		5,542		(5)(10)
Curium Bidco S.à.r.l.	Biotechnology	First Lien Term Loan	SOFR+	4.50%	9.89%		7/31/2029		$	8,446	8,316		8,446		(5)(10)
CVAUSA Management, LLC	Health Care Services	First Lien Term Loan	SOFR+	6.50%	11.93%		5/22/2029		18,059		17,673		17,562		(5)(8)
CVAUSA Management, LLC	Health Care Services	First Lien Term Loan	SOFR+	6.50%			5/22/2029		—		(149)		(152)		(5)(8)(9)
CVAUSA Management, LLC	Health Care Services	First Lien Term Loan	SOFR+	6.50%			5/22/2029		—		(117)		(63)		(5)(8)(9)
CVAUSA Management, LLC	Health Care Services	First Lien Revolver	SOFR+	6.50%			5/22/2029		—		(72)		(70)		(5)(8)(9)
Dealer Tire Financial, LLC	Distributors	First Lien Term Loan	SOFR+	4.50%	9.82%		12/14/2027		11,123		11,048		11,157		(5)

19

Oaktree Strategic Credit Fund

Consolidated Schedule of Investments

September 30, 2023

(dollar amounts in thousands)

Portfolio Company	Industry	Type of Investment (1)(2)(3)	Index	Spread	Cash Interest Rate (4)(5)	PIK	Maturity Date	Shares	Principal (6)		Cost		Fair Value		Notes
Delta Leasing SPV II LLC	Specialized Finance	Subordinated Debt Term Loan			3.00%	7.00%	8/31/2029		$	13,792	$	13,792	$	13,792	(8)(9)(10)
Delta Leasing SPV II LLC	Specialized Finance	Preferred Equity						330			330		330		(8)(10)
Delta Leasing SPV II LLC	Specialized Finance	Common Stock						2			2		2		(8)(10)
Delta Leasing SPV II LLC	Specialized Finance	Warrants						25			—		—		(8)(10)
DirecTV Financing, LLC	Cable & Satellite	First Lien Term Loan	SOFR+	5.00%	10.43%		8/2/2027		13,433		13,051		13,159		(5)
DirecTV Financing, LLC	Cable & Satellite	Fixed Rate Bond			5.88%		8/15/2027		1,750		1,593		1,550
DTI Holdco, Inc.	Research & Consulting Services	First Lien Term Loan	SOFR+	4.75%	10.12%		4/26/2029		21,702		20,717		21,180		(5)
Dukes Root Control Inc.	Environmental & Facilities Services	First Lien Term Loan	SOFR+	6.50%	12.04%		12/8/2028		11,804		11,575		11,705		(5)(8)
Dukes Root Control Inc.	Environmental & Facilities Services	First Lien Term Loan	SOFR+	6.50%	12.04%		12/8/2028		666		633		641		(5)(8)(9)
Dukes Root Control Inc.	Environmental & Facilities Services	First Lien Revolver	SOFR+	6.50%	12.00%		12/8/2028		580		552		568		(5)(8)(9)
Entrata, Inc.	Application Software	First Lien Term Loan	SOFR+	6.00%	11.33%		7/10/2030		45,603		44,500		44,463		(5)(8)
Entrata, Inc.	Application Software	First Lien Revolver	SOFR+	6.00%			7/10/2028		—		(124)		(130)		(5)(8)(9)
Establishment Labs Holdings Inc.	Health Care Technology	First Lien Term Loan			3.00%	6.00%	4/21/2027		11,048		10,937		10,662		(8)(10)
Establishment Labs Holdings Inc.	Health Care Technology	First Lien Term Loan			3.00%	6.00%	4/21/2027		1,769		1,745		1,707		(8)(10)
Establishment Labs Holdings Inc.	Health Care Technology	First Lien Term Loan			3.00%	6.00%	4/21/2027		—		1		—		(8)(9)(10)
Establishment Labs Holdings Inc.	Health Care Technology	First Lien Term Loan			3.00%	6.00%	4/21/2027		—		1		—		(8)(9)(10)
Evergreen IX Borrower 2023, LLC	Application Software	First Lien Term Loan	SOFR+	6.00%	11.32%		9/29/2030		36,306		35,399		35,398		(5)(8)
Evergreen IX Borrower 2023, LLC	Application Software	First Lien Revolver	SOFR+	6.00%			9/29/2029		—		(100)		(100)		(5)(8)(9)
Finastra USA, Inc.	Application Software	First Lien Term Loan	SOFR+	7.25%	12.55%		9/13/2029		43,732		42,864		42,870		(5)(8)(10)
Finastra USA, Inc.	Application Software	First Lien Revolver	SOFR+	7.25%	12.55%		9/13/2029		961		871		871		(5)(8)(9)(10)
Frontier Communications Holdings, LLC	Integrated Telecommunication Services	First Lien Term Loan	SOFR+	3.75%	9.18%		10/8/2027		20,853		20,306		20,326		(5)(10)
Frontier Communications Holdings, LLC	Integrated Telecommunication Services	Fixed Rate Bond			6.00%		1/15/2030		7,517		6,311		5,508		(10)
Galileo Parent, Inc.	Aerospace & Defense	First Lien Term Loan	SOFR+	7.25%	12.64%		5/3/2029		20,277		19,711		19,711		(5)(8)
Galileo Parent, Inc.	Aerospace & Defense	First Lien Revolver	SOFR+	7.25%	12.64%		5/3/2029		1,397		1,309		1,309		(5)(8)(9)
Gallatin CLO X 2023-1	Multi-Sector Holdings	CLO Notes	SOFR+	5.41%	10.74%		10/14/2035		5,000		4,913		4,932		(5)(10)
Gibson Brands, Inc.	Leisure Products	First Lien Term Loan	SOFR+	5.00%	10.57%		8/11/2028		4,917		4,772		4,131		(5)(8)
Global Aircraft Leasing Co Ltd	Trading Companies & Distributors	Fixed Rate Bond			6.50%		9/15/2024		7,645		7,088		7,294		(10)
GoldenTree Loan Management EUR CLO 2 DAC	Multi-Sector Holdings	CLO Notes	E+	2.85%	6.56%		1/20/2032		€	1,000	875		963		(5)(10)
Grove Hotel Parcel Owner, LLC	Hotels, Resorts & Cruise Lines	First Lien Term Loan	SOFR+	8.00%	13.42%		6/21/2027		$	17,507	17,246		17,157		(5)(8)
Grove Hotel Parcel Owner, LLC	Hotels, Resorts & Cruise Lines	First Lien Term Loan	SOFR+	8.00%			6/21/2027		—		(53)		(71)		(5)(8)(9)
Grove Hotel Parcel Owner, LLC	Hotels, Resorts & Cruise Lines	First Lien Revolver	SOFR+	8.00%			6/21/2027		—		(26)		(35)		(5)(8)(9)
Harbor Purchaser Inc.	Education Services	First Lien Term Loan	SOFR+	5.25%	10.67%		4/9/2029		10,445		10,057		9,914		(5)
Harrow, Inc.	Pharmaceuticals	First Lien Term Loan	SOFR+	6.50%	11.89%		1/19/2026		9,319		9,129		9,135		(5)(8)(10)
Harrow, Inc.	Pharmaceuticals	First Lien Term Loan	SOFR+	6.50%	12.04%		1/19/2026		1,792		1,750		1,757		(5)(8)(10)
Harrow, Inc.	Pharmaceuticals	First Lien Term Loan	SOFR+	6.50%			1/19/2026		—		(103)		(99)		(5)(8)(9)(10)
Hertz Vehicle Financing III	Specialized Finance	CLO Notes			5.16%		6/26/2028		7,500		6,496		6,583		(10)
Hertz Vehicle Financing III	Specialized Finance	CLO Notes			6.78%		9/25/2028		17,377		15,825		16,035		(10)
Horizon Aircraft Finance I Ltd.	Specialized Finance	CLO Notes			4.46%		12/15/2038		6,770		5,658		5,841		(10)

20

Oaktree Strategic Credit Fund

Consolidated Schedule of Investments

September 30, 2023

(dollar amounts in thousands)

Portfolio Company	Industry	Type of Investment (1)(2)(3)	Index	Spread	Cash Interest Rate (4)(5)	PIK	Maturity Date	Shares	Principal (6)		Cost		Fair Value		Notes
Horizon Aircraft Finance II Ltd.	Specialized Finance	CLO Notes			3.72%		7/15/2039		$	2,300	$	1,969	$	1,981	(10)
HUB Pen Company, LLC	Other Specialty Retail	First Lien Term Loan	SOFR+	6.50%	11.93%		12/31/2027		27,335		26,653		26,663		(5)(8)
HUB Pen Company, LLC	Other Specialty Retail	First Lien Revolver	SOFR+	6.50%	6.50%		12/31/2027		108		25		26		(5)(8)(9)
IAMGOLD Corporation	Gold	Second Lien Term Loan	SOFR+	8.25%	13.62%		5/16/2028		28,394		27,607		27,627		(5)(8)(10)
iCIMs, Inc.	Application Software	First Lien Term Loan	SOFR+	7.25%	12.63%		8/18/2028		15,621		15,411		15,059		(5)(8)
iCIMs, Inc.	Application Software	First Lien Term Loan	SOFR+	7.25%	12.63%		8/18/2028		2,325		2,291		2,286		(5)(8)
iCIMs, Inc.	Application Software	First Lien Term Loan	SOFR+	7.25%			8/18/2028		—		—		—		(5)(8)(9)
iCIMs, Inc.	Application Software	First Lien Revolver	SOFR+	6.75%	12.14%		8/18/2028		241		221		189		(5)(8)(9)
Impel Pharmaceuticals Inc.	Health Care Technology	First Lien Term Loan	SOFR+	10.75%		16.06%	3/17/2027		9,679		9,613		8,904		(5)(8)
Impel Pharmaceuticals Inc.	Health Care Technology	First Lien Term Loan	SOFR+	10.75%		16.05%	3/17/2027		286		281		286		(5)(8)
Impel Pharmaceuticals Inc.	Health Care Technology	First Lien Term Loan	SOFR+	10.75%		16.06%	3/17/2027		250		250		250		(5)(8)(9)
Impel Pharmaceuticals Inc.	Health Care Technology	Warrants						127,376			—		53
Innocoll Pharmaceuticals Limited	Health Care Technology	First Lien Term Loan	SOFR+	5.75%	11.14%	2.75%	1/26/2027		3,665		3,557		3,354		(5)(8)(10)
Innocoll Pharmaceuticals Limited	Health Care Technology	First Lien Term Loan	SOFR+	5.75%			1/26/2027		—		—		—		(5)(8)(9)(10)
Innocoll Pharmaceuticals Limited	Health Care Technology	First Lien Term Loan	SOFR+	5.75%			1/26/2027		—		—		—		(5)(8)(9)(10)
Innocoll Pharmaceuticals Limited	Health Care Technology	Warrants						36,087			85		54		(8)(10)
Inventus Power, Inc.	Electrical Components & Equipment	First Lien Term Loan	SOFR+	7.50%	12.93%		6/30/2025		43,765		42,619		42,776		(5)(8)
Inventus Power, Inc.	Electrical Components & Equipment	First Lien Revolver	SOFR+	7.50%			6/30/2025		—		(130)		(112)		(5)(8)(9)
IW Buyer LLC	Electrical Components & Equipment	First Lien Term Loan	SOFR+	6.75%	12.17%		6/28/2029		34,375		33,388		33,429		(5)(8)
IW Buyer LLC	Electrical Components & Equipment	First Lien Revolver	SOFR+	6.75%			6/28/2029		—		(185)		(177)		(5)(8)(9)
KDC/ONE Development Corp Inc	Personal Care Products	First Lien Term Loan	SOFR+	5.00%	10.32%		8/15/2028		30,000		29,118		28,995		(5)(10)
Kindercare Learning Centers Kindercare Portfolio	Diversified Real Estate Activities	CLO Notes	SOFR+	2.41%	7.75%		8/15/2038		4,964		4,619		4,696		(5)(10)
Kings Buyer, LLC	Environmental & Facilities Services	First Lien Term Loan	SOFR+	6.50%	11.84%		10/29/2027		4,811		4,763		4,739		(5)(8)
Kings Buyer, LLC	Environmental & Facilities Services	First Lien Term Loan	SOFR+	6.50%	11.80%		10/29/2027		58,992		58,110		58,107		(5)(8)
Kings Buyer, LLC	Environmental & Facilities Services	First Lien Revolver	SOFR+	6.50%	11.84%		10/29/2027		78		72		68		(5)(8)(9)
Kings Buyer, LLC	Environmental & Facilities Services	First Lien Revolver	SOFR+	6.50%			10/29/2027		—		(73)		(73)		(5)(8)(9)
LABL, Inc.	Office Services & Supplies	First Lien Term Loan	SOFR+	5.00%	10.42%		10/29/2028		21,627		21,160		21,588		(5)
Latam Airlines Group S.A.	Passenger Airlines	First Lien Term Loan	SOFR+	9.50%	14.95%		10/12/2027		12,032		11,191		12,529		(5)(10)
LSL Holdco, LLC	Health Care Distributors	First Lien Term Loan	SOFR+	6.00%	11.42%		1/31/2028		8,997		8,867		8,412		(5)(8)
LSL Holdco, LLC	Health Care Distributors	First Lien Term Loan	SOFR+	6.00%	11.42%		1/31/2028		1,048		986		979		(5)(8)
LSL Holdco, LLC	Health Care Distributors	First Lien Revolver	SOFR+	6.00%			1/31/2028		—		(15)		(66)		(5)(8)(9)
Madison Park Funding LXIII	Multi-Sector Holdings	CLO Notes	SOFR+	5.50%	10.58%		4/21/2035		5,000		5,000		5,099		(5)(10)
Mauser Packaging Solutions Holding Company	Metal, Glass & Plastic Containers	First Lien Term Loan	SOFR+	4.00%	9.33%		8/14/2026		15,980		15,876		15,992		(5)
Mauser Packaging Solutions Holding Company	Metal, Glass & Plastic Containers	Fixed Rate Bond			7.88%		8/15/2026		5,000		4,971		4,829
McAfee Corp.	Systems Software	First Lien Term Loan	SOFR+	3.75%	9.18%		3/1/2029		17,857		17,074		17,472		(5)
Medline Borrower, LP	Health Care Supplies	First Lien Term Loan	SOFR+	3.25%	8.68%		10/23/2028		22,886		22,388		22,851		(5)

21

Oaktree Strategic Credit Fund

Consolidated Schedule of Investments

September 30, 2023

(dollar amounts in thousands)

Portfolio Company	Industry	Type of Investment (1)(2)(3)	Index	Spread	Cash Interest Rate (4)(5)	PIK	Maturity Date	Shares	Principal (6)		Cost		Fair Value		Notes
Mesoblast, Inc.	Biotechnology	First Lien Term Loan			8.00%	1.75%	11/19/2026		$	2,325	$	2,189	$	2,046	(8)(10)
Mesoblast, Inc.	Biotechnology	Warrants						66,347			152		20		(8)(10)
Mesoblast, Inc.	Biotechnology	Warrants						17,058			—		9		(8)(10)
MHE Intermediate Holdings, LLC	Diversified Support Services	First Lien Term Loan	SOFR+	6.25%	11.77%		7/21/2027		2,829		2,763		2,807		(5)(8)
MHE Intermediate Holdings, LLC	Diversified Support Services	First Lien Term Loan	SOFR+	6.00%	11.52%		7/21/2027		5,286		5,180		5,207		(5)(8)
Mitchell International, Inc.	Application Software	First Lien Term Loan	SOFR+	3.75%	9.18%		10/15/2028		23,392		22,759		23,048		(5)
Mitchell International, Inc.	Application Software	Second Lien Term Loan	SOFR+	6.50%	11.93%		10/15/2029		4,000		3,816		3,696		(5)
MND Holdings III Corp	Other Specialty Retail	First Lien Term Loan	SOFR+	7.50%	12.89%		5/9/2028		41,483		40,802		40,761		(5)(8)
MND Holdings III Corp	Other Specialty Retail	First Lien Revolver	SOFR+	7.50%	12.83%		5/9/2028		1,500		1,243		1,311		(5)(8)(9)
MRI Software LLC	Application Software	First Lien Term Loan	SOFR+	5.50%	10.99%		2/10/2026		4,597		4,462		4,502		(5)(8)
MRI Software LLC	Application Software	First Lien Term Loan	SOFR+	5.50%	10.99%		2/10/2026		7,204		7,197		7,055		(5)(8)
New Enterprise Stone & Lime Co Inc	Construction Materials	Fixed Rate Bond			5.25%		7/15/2028		2,250		2,080		2,022
NFP Corp.	Diversified Financial Services	Fixed Rate Bond			4.88%		8/15/2028		8,550		7,672		7,537
NFP Corp.	Diversified Financial Services	Fixed Rate Bond			6.88%		8/15/2028		3,784		3,473		3,246
NFP Corp.	Diversified Financial Services	Fixed Rate Bond			8.50%		10/1/2031		5,000		5,000		5,013
North Star Acquisitionco, LLC	Education Services	First Lien Term Loan	SOFR+	6.00%	11.39%		5/3/2029		36,625		35,943		35,951		(5)(8)
North Star Acquisitionco, LLC	Education Services	First Lien Term Loan	SOFR+	6.00%			5/3/2029		—		(33)		(31)		(5)(8)(9)
North Star Acquisitionco, LLC	Education Services	First Lien Revolver	SOFR+	6.00%			5/3/2029		—		(82)		(81)		(5)(8)(9)
OEConnection LLC	Application Software	Second Lien Term Loan	SOFR+	7.00%	12.49%		9/25/2027		5,355		5,281		5,275		(5)(8)
OneOncology, LLC	Health Care Services	First Lien Term Loan	SOFR+	6.25%	11.64%		6/9/2030		22,885		22,338		22,354		(5)(8)
OneOncology, LLC	Health Care Services	First Lien Term Loan	SOFR+	6.25%			6/9/2030		—		(107)		(100)		(5)(8)(9)
OneOncology, LLC	Health Care Services	First Lien Revolver	SOFR+	6.25%			6/9/2030		—		(108)		(106)		(5)(8)(9)
Oranje Holdco, Inc.	Systems Software	First Lien Term Loan	SOFR+	7.75%	13.12%		2/1/2029		15,746		15,396		15,450		(5)(8)
Oranje Holdco, Inc.	Systems Software	First Lien Revolver	SOFR+	7.75%			2/1/2029		—		(44)		(37)		(5)(8)(9)
Park Place Technologies, LLC	Internet Services & Infrastructure	First Lien Term Loan	SOFR+	5.00%	10.42%		11/10/2027		14,919		14,556		14,726		(5)
Peraton Corp.	Aerospace & Defense	First Lien Term Loan	SOFR+	3.75%	9.17%		2/1/2028		19,890		19,794		19,874		(5)
PetSmart LLC	Other Specialty Retail	First Lien Term Loan	SOFR+	3.75%	9.17%		2/11/2028		10,901		10,689		10,885		(5)
Pluralsight, LLC	Application Software	First Lien Term Loan	SOFR+	8.00%	13.45%		4/6/2027		26,144		22,474		25,041		(5)(8)
Pluralsight, LLC	Application Software	First Lien Revolver	SOFR+	8.00%	13.45%		4/6/2027		1,028		798		959		(5)(8)(9)
PPW Aero Buyer, Inc.	Aerospace & Defense	First Lien Term Loan	SOFR+	7.00%	12.32%		2/15/2029		26,758		25,799		25,776		(5)(8)
PPW Aero Buyer, Inc.	Aerospace & Defense	First Lien Revolver	SOFR+	7.00%			2/15/2029		—		(129)		(132)		(5)(8)(9)
Profrac Holdings II, LLC	Industrial Machinery & Supplies & Components	First Lien Term Loan	SOFR+	7.25%	12.78%		3/4/2025		5,449		5,372		5,355		(5)(8)
Profrac Holdings II, LLC	Industrial Machinery & Supplies & Components	First Lien Term Loan	SOFR+	7.25%	12.78%		3/4/2025		627		620		616		(5)(8)
Quantum Bidco Limited	Food Distributors	First Lien Term Loan	SONIA+	5.75%	11.21%		1/31/2028		£	5,470	$	6,111	$	6,109	(5)(8)(10)

22

Oaktree Strategic Credit Fund

Consolidated Schedule of Investments

September 30, 2023

(dollar amounts in thousands)

Portfolio Company	Industry	Type of Investment (1)(2)(3)	Index	Spread	Cash Interest Rate (4)(5)	PIK	Maturity Date	Shares	Principal (6)		Cost	Fair Value	Notes
Renaissance Holding Corp.	Education Services	First Lien Term Loan	SOFR+	4.75%	10.07%		4/7/2030		$	16,000	15,552	15,900	(5)
Resistance Acquisition, Inc.	Pharmaceuticals	First Lien Term Loan	SOFR+	7.75%	13.06%		9/21/2028		18,387		17,930	17,927	(5)(8)
Resistance Acquisition, Inc.	Pharmaceuticals	First Lien Term Loan	SOFR+	7.75%			9/21/2028		—		—	—	(5)(8)(9)
Salus Workers' Compensation, LLC	Diversified Financial Services	First Lien Term Loan	SOFR+	10.00%	15.24%		10/7/2026		15,595		15,118	15,127	(5)(8)
Salus Workers' Compensation, LLC	Diversified Financial Services	First Lien Revolver	SOFR+	10.00%			10/7/2026		—		(58)	(57)	(5)(8)(9)
Salus Workers' Compensation, LLC	Diversified Financial Services	Warrants						606,357			200	994	(8)
SCIH Salt Holdings Inc.	Diversified Metals & Mining	First Lien Term Loan	SOFR+	4.00%	9.63%		3/16/2027		22,904		22,626	22,801	(5)
SCIH Salt Holdings Inc.	Diversified Metals & Mining	Fixed Rate Bond			4.88%		5/1/2028		5,000		4,516	4,418
SCP Eye Care Services, LLC	Health Care Services	Second Lien Term Loan	SOFR+	8.75%	14.18%		10/7/2030		5,881		5,726	5,710	(5)(8)
SCP Eye Care Services, LLC	Health Care Services	Second Lien Term Loan	SOFR+	8.75%			10/7/2030		—		(26)	(50)	(5)(8)(9)
SCP Eye Care Services, LLC	Health Care Services	Common Stock						761			761	698	(8)
scPharmaceuticals Inc.	Pharmaceuticals	First Lien Term Loan	SOFR+	8.75%	11.75%		10/13/2027		7,654		7,323	7,329	(5)(8)
scPharmaceuticals Inc.	Pharmaceuticals	First Lien Term Loan	SOFR+	8.75%			10/13/2027		—		—	—	(5)(8)(9)
scPharmaceuticals Inc.	Pharmaceuticals	First Lien Term Loan	SOFR+	8.75%			10/13/2027		—		—	—	(5)(8)(9)
scPharmaceuticals Inc.	Pharmaceuticals	Warrants						79,075			258	380	(8)
SEI Holding I Corporation	Trading Companies & Distributors	First Lien Term Loan	SOFR+	6.75%	12.14%		3/27/2028		17,420		16,951	16,949	(5)(8)
SEI Holding I Corporation	Trading Companies & Distributors	First Lien Term Loan	SOFR+	6.75%	12.15%		3/27/2028		1,368		1,329	1,334	(5)(8)(9)
SEI Holding I Corporation	Trading Companies & Distributors	First Lien Revolver	SOFR+	6.75%			3/27/2028		—		(40)	(41)	(5)(8)(9)
Seres Therapeutics, Inc.	Biotechnology	First Lien Term Loan	SOFR+	7.88%	12.88%		4/27/2029		11,547		11,135	11,139	(5)(8)(10)
Seres Therapeutics, Inc.	Biotechnology	First Lien Term Loan	SOFR+	7.88%	12.88%		4/27/2029		4,330		4,176	4,177	(5)(8)(10)
Seres Therapeutics, Inc.	Biotechnology	First Lien Term Loan	SOFR+	7.88%			4/27/2029		—		—	—	(5)(8)(9)(10)
Seres Therapeutics, Inc.	Biotechnology	First Lien Term Loan	SOFR+	7.88%			4/27/2029		—		—	—	(5)(8)(9)(10)
Seres Therapeutics, Inc.	Biotechnology	Warrants						93,470			293	140	(8)(10)
SM Wellness Holdings, Inc.	Health Care Services	First Lien Term Loan	SOFR+	4.75%	10.38%		4/17/2028		12,818		11,979	12,049	(5)(8)
Southern Veterinary Partners, LLC	Health Care Facilities	First Lien Term Loan	SOFR+	4.00%	9.43%		10/5/2027		20,664		20,456	20,564	(5)
SPX Flow, Inc.	Industrial Machinery & Supplies & Components	First Lien Term Loan	SOFR+	4.50%	9.92%		4/5/2029		24,496		23,683	24,477	(5)
Star Parent, Inc.	Life Sciences Tools & Services	First Lien Term Loan	SOFR+	4.00%	9.33%		9/28/2030		28,000		27,580	27,419	(5)
Sunshine Luxembourg VII Sarl	Personal Care Products	First Lien Term Loan	SOFR+	3.75%	9.24%		10/1/2026		10,360		10,108	10,355	(5)(10)
Superior Industries International, Inc.	Auto Parts & Equipment	First Lien Term Loan	SOFR+	8.00%	13.32%		12/16/2028		33,311		32,444	33,061	(5)(8)
Supreme Fitness Group NY Holdings, LLC	Leisure Facilities	First Lien Term Loan	SOFR+	7.00%	12.51%		12/31/2026		8,196		8,090	7,807	(5)(8)
Supreme Fitness Group NY Holdings, LLC	Leisure Facilities	First Lien Term Loan	SOFR+	7.00%	12.51%		12/31/2026		702		693	668	(5)(8)
Supreme Fitness Group NY Holdings, LLC	Leisure Facilities	First Lien Term Loan	SOFR+	7.00%	12.51%		12/31/2026		281		271	241	(5)(8)(9)
Supreme Fitness Group NY Holdings, LLC	Leisure Facilities	First Lien Revolver	SOFR+	7.00%	12.44%		12/31/2026		396		391	377	(5)(8)
Tacala, LLC	Restaurants	First Lien Term Loan	SOFR+	3.50%	9.43%		2/5/2027		11,945		11,703	11,919	(5)
Tacala, LLC	Restaurants	Second Lien Term Loan	SOFR+	8.00%	13.43%		2/4/2028		7,310		7,129	7,094	(5)
Ten-X LLC	Interactive Media & Services	First Lien Term Loan	SOFR+	6.00%	11.32%		5/26/2028		24,934		23,766	23,999	(5)(8)

23

Oaktree Strategic Credit Fund

Consolidated Schedule of Investments

September 30, 2023

(dollar amounts in thousands)

Portfolio Company	Industry	Type of Investment (1)(2)(3)	Index	Spread	Cash Interest Rate (4)(5)	PIK	Maturity Date	Shares	Principal (6)		Cost		Fair Value		Notes
THL Zinc Ventures Ltd	Diversified Metals & Mining	First Lien Term Loan			13.00%		5/23/2026		$	39,751	$	39,296	$	39,318	(8)(10)
TIBCO Software Inc.	Application Software	First Lien Term Loan	SOFR+	4.50%	9.99%		3/30/2029		17,755		16,613		17,103		(5)
Touchstone Acquisition, Inc.	Health Care Supplies	First Lien Term Loan	SOFR+	6.00%	11.42%		12/29/2028		8,485		8,357		8,261		(5)(8)
Transit Buyer LLC	Diversified Support Services	First Lien Term Loan	SOFR+	6.25%	11.70%		1/31/2029		8,427		8,277		8,309		(5)(8)
Transit Buyer LLC	Diversified Support Services	First Lien Term Loan	SOFR+	6.25%			1/31/2029		—		(69)		(54)		(5)(8)(9)
Trident TPI Holdings, Inc.	Metal, Glass & Plastic Containers	First Lien Term Loan	SOFR+	4.00%	9.65%		9/15/2028		4,987		4,987		4,978		(5)
Trinitas CLO XII	Multi-Sector Holdings	CLO Notes	SOFR+	4.26%	9.61%		4/25/2033		4,500		4,394		4,403		(5)(10)
Trinitas CLO XV DAC	Multi-Sector Holdings	CLO Notes	SOFR+	7.71%	13.06%		4/22/2034		1,000		816		917		(5)(10)
Uniti Group LP	Other Specialized REITs	Fixed Rate Bond			6.50%		2/15/2029		1,750		1,630		1,148		(10)
Uniti Group LP	Other Specialized REITs	Fixed Rate Bond			4.75%		4/15/2028		2,200		1,944		1,799		(10)
WAVE 2019-1	Specialized Finance	CLO Notes			3.60%		9/15/2044		5,183		4,282		4,251
Wellfleet CLO 2022-2, Ltd.	Multi-Sector Holdings	CLO Notes	SOFR+	8.56%	13.87%		10/18/2035		1,500		1,444		1,494		(5)(10)
WP CPP Holdings, LLC	Aerospace & Defense	First Lien Term Loan	SOFR+	3.75%	9.27%		4/30/2025		9,633		9,108		9,090		(5)
WWEX Uni Topco Holdings, LLC	Air Freight & Logistics	First Lien Term Loan	SOFR+	4.00%	9.65%		7/26/2028		6,895		6,590		6,800		(5)
Total Non-Control/Non-Affiliate Investments (126.0% of net assets)											$	1,922,218	$	1,927,237
Cash and Cash Equivalents and Restricted Cash (9.9% of net assets)											$	151,136	$	151,136
Total Portfolio Investments, Cash and Cash Equivalents and Restricted Cash (135.9% of net assets)											$	2,073,354	$	2,078,373

Derivative Instrument	Notional Amount to be Purchased		Notional Amount to be Sold		Maturity Date	Counterparty	Cumulative Unrealized Appreciation /(Depreciation)
Foreign currency forward contract	$	47,642	€	43,834	11/9/2023	Bank of New York Mellon	$	1,164
Foreign currency forward contract	$	20,888	£	16,392	11/9/2023	Bank of New York Mellon	877
							$	2,041

24

Oaktree Strategic Credit Fund

Consolidated Schedule of Investments

September 30, 2023

(dollar amounts in thousands)

(1)All debt investments are income producing unless otherwise noted. All equity investments are non-income producing unless otherwise noted.

(2)See Note 3 in the accompanying notes to the Consolidated Financial Statements for portfolio composition by geographic region.

(3)Each of the Company's investments is pledged as collateral under one or more of its credit facilities. A single investment may be divided into parts that are individually pledged as collateral to separate credit facilities.

(4)Interest rates may be adjusted from period to period on certain term loans and revolvers. These rate adjustments may be either temporary in nature due to tier pricing arrangements or financial or payment covenant violations in the original credit agreements or permanent in nature per loan amendment or waiver documents.

(5)The interest rate on the principal balance outstanding for most floating rate loans is indexed to SOFR, LIBOR or "L", SONIA and/or an alternate base rate (e.g., prime rate), which typically resets semi-annually, quarterly, or monthly at the borrower's option. The borrower may also elect to have multiple interest reset periods for each loan. For each of these loans, the Company has provided the applicable margin over the reference rate or the alternate base rate based on each respective credit agreement and the cash interest rate as of period end. All LIBOR shown above is in U.S. dollars unless otherwise noted. As of September 30, 2023, the reference rates for the Company's variable rate loans were the 30-day SOFR at 5.32%, the 90-day SOFR at 5.39%, the 180-day SOFR at 5.47%, the 90-day LIBOR at 5.65%, the SONIA at 5.19%, the 30-day EURIBOR at 3.42%, the 90-day EURIBOR at 3.82% and the 180-day EURIBOR at 3.95%. Most loans include an interest floor, which generally ranges from 0% to 2.75%. SOFR and SONIA based contracts may include a credit spread adjustment that is charged in addition to the base rate and the stated spread.

(6)Principal includes accumulated PIK interest and is net of repayments, if any. "€" signifies the investment is denominated in Euros. “£” signifies the investment is denominated in British Pounds. All other investments are denominated in U.S. dollars.

(7)Non-Control/Non-Affiliate Investments are investments that are neither Control Investments nor Affiliate Investments. Control Investments generally are defined by the Investment Company Act of 1940, as amended (the "Investment Company Act"), as investments in companies in which the Company owns more than 25% of the voting securities and/or has the power to exercise control over the management or policies of the company. Affiliate Investments generally are defined by the Investment Company Act as investments in companies in which the Company owns between 5% and 25% of the voting securities.

(8)As of September 30, 2023, these investments are categorized as Level 3 within the fair value hierarchy established by ASC 820 and were valued using significant unobservable inputs.

(9)Investment has undrawn commitments. Unamortized fees are classified as unearned income which reduces cost basis, which may result in a negative cost basis. A negative fair value may result from the unfunded commitment being valued below par.

(10)Investment is not a qualifying asset as defined under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company's total assets. As of September 30, 2023, qualifying assets represented 78.1% of the Company's total assets and non-qualifying assets represented 21.9% of the Company's total assets.

(11)This investment represents a participation interest in the underlying securities shown.

(12)This investment represents a revenue interest financing term loan in which the Company receives periodic interest payments based on a percentage of revenues earned at the respective portfolio company over the life of the loan.

See notes to Consolidated Financial Statements.

25

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

Note 1. Organization

Oaktree Strategic Credit Fund (the “Company”) is a Delaware statutory trust formed on November 24, 2021 and is structured as a non-diversified, closed-end management investment company. On February 3, 2022, the Company elected to be regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company has elected to be treated, and intends to qualify annually to be treated, as a registered investment company (a “RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”). Effective as of February 3, 2022, the Company is externally managed by Oaktree Fund Advisors, LLC (the "Adviser") pursuant to an investment advisory agreement (as amended and restated, the “Investment Advisory Agreement”), between the Company and the Adviser. The Adviser is an entity under common control with Oaktree Capital Group, LLC ("OCG"). In 2019, Brookfield Corporation (formerly known as Brookfield Asset Management, Inc., collectively with its affiliates, "Brookfield") acquired a majority economic interest in OCG. OCG operates as an independent business within Brookfield, with its own product offerings and investment, marketing and support teams.

The Company’s investment objective is to generate stable current income and long-term capital appreciation. The Company seeks to meet its investment objective by primarily investing in private debt opportunities.

In connection with its formation, the Company has the authority to issue an unlimited number of common shares of beneficial interest, par value $0.01 per share (“Common Shares”). The Company offers on a continuous basis up to $5.0 billion aggregate offering price of Common Shares (the “Maximum Offering Amount”) pursuant to an offering registered with the Securities and Exchange Commission. The Company offers to sell any combination of three classes of Common Shares, Class S shares, Class D shares and Class I shares, with a dollar value up to the Maximum Offering Amount. The share classes have different ongoing distribution and/or shareholder servicing fees.

The Company accepted purchase orders and held investors’ funds in an interest-bearing escrow account until the Company received purchase orders for Common Shares of at least $100.0 million, excluding subscriptions by Oaktree Fund GP I, L.P. in respect of the Class I shares purchased by Oaktree Fund GP I, L.P. prior to March 31, 2022.

As of June 1, 2022, the Company had satisfied the minimum offering requirement and the Board had authorized the release of proceeds from escrow. As of June 30, 2024, the Company has issued and sold 81,427,620 Class I shares for an aggregate purchase price of $1,927.5 million of which $100.0 million was purchased by an affiliate of the Adviser. As of June 30, 2024, the Company has issued and sold 39,945,239 Class S shares for an aggregate purchase price of $940.4 million. As of June 30, 2024, the Company has issued and sold 72,403 Class D shares for an aggregate purchase price of $1.7 million.

Note 2. Significant Accounting Policies

Basis of Presentation:

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X. In the opinion of management, all adjustments of a normal recurring nature considered necessary for the fair presentation of the consolidated financial statements have been made. The Company is an investment company following the accounting and reporting guidance in FASB ASC Topic 946, Financial Services - Investment Companies ("ASC 946").

Use of Estimates:

The preparation of the consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions affecting amounts reported in the consolidated financial statements and accompanying notes. These estimates are based on the information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Changes in the economic and political environments, financial markets and any other parameters used in determining these estimates could cause actual results to differ and such differences could be material. Significant estimates include the valuation of investments and revenue recognition.

Consolidation:

The accompanying consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. The consolidated subsidiaries are wholly-owned and, as such, consolidated into the consolidated financial

26

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

statements. The assets of the consolidated subsidiaries are not directly available to satisfy the claims of the creditors of the Company. As an investment company, portfolio investments held by the Company are not consolidated into the consolidated financial statements but rather are included on the Consolidated Statement of Assets and Liabilities as investments at fair value.

Fair Value Measurements:

The Adviser, as the valuation designee of the Board pursuant to Rule 2a-5 under the Investment Company Act, determines the fair value of the Company's assets on at least a quarterly basis in accordance with ASC 820. ASC 820 defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A liability's fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. ASC 820 prioritizes the use of observable market prices over entity-specific inputs. Where observable prices or inputs are not available or reliable, valuation techniques are applied. These valuation techniques involve some level of estimation and judgment, the degree of which is dependent on the price transparency for the investments or market and the investments' complexity.

Hierarchical levels, defined by ASC 820 and directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:

•Level 1 — Unadjusted, quoted prices in active markets for identical assets or liabilities as of the measurement date.

•Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data at the measurement date for substantially the full term of the assets or liabilities.

•Level 3 — Unobservable inputs that reflect the Adviser's best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

If inputs used to measure fair value fall into different levels of the fair value hierarchy, an investment's level is based on the lowest level of input that is significant to the fair value measurement. The Adviser's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment. This includes investment securities that are valued using "bid" and "ask" prices obtained from independent third party pricing services or directly from brokers. These investments may be classified as Level 3 because the quoted prices may be indicative in nature for securities that are in an inactive market, may be for similar securities or may require adjustments for investment-specific factors or restrictions.

Financial instruments with readily available quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment inherent in measuring fair value. As such, the Adviser obtains and analyzes readily available market quotations provided by pricing vendors and brokers for all of the Company's investments for which quotations are available. In determining the fair value of a particular investment, pricing vendors and brokers use observable market information, including both binding and non-binding indicative quotations.

The Adviser seeks to obtain at least two quotations for the subject or similar securities, typically from pricing vendors. If the Adviser is unable to obtain two quotes from pricing vendors, or if the prices obtained from pricing vendors are not within the Adviser's set threshold, the Adviser seeks to obtain a quote directly from a broker making a market for the asset. The Adviser evaluates the quotations provided by pricing vendors and brokers based on available market information, including trading activity of the subject or similar securities, or by performing a comparable security analysis to ensure that fair values are reasonably estimated. The Adviser also performs back-testing of valuation information obtained from pricing vendors and brokers against actual prices received in transactions. In addition to ongoing monitoring and back-testing, the Adviser performs due diligence procedures over pricing vendors to understand their methodology and controls to support their use in the valuation process. Generally, the Adviser does not adjust any of the prices received from these sources.

If the quotations obtained from pricing vendors or brokers are determined not to be reliable or are not readily available, the Adviser values such investments using any of three different valuation techniques. The first valuation technique is the transaction precedent technique, which utilizes recent or expected future transactions of the investment to determine fair value, to the extent applicable. The second valuation technique is an analysis of the enterprise value ("EV") of the portfolio company. EV means the entire value of the portfolio company to a market participant, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time. The EV analysis is typically performed to determine (i) the value of equity investments, (ii) whether there is credit impairment for debt investments and (iii) the value for debt investments that the Company is deemed to control under the Investment Company Act. To estimate the EV of a portfolio company, the Adviser analyzes various factors, including the portfolio company’s historical and projected financial results, macroeconomic impacts on the company and competitive dynamics in the company’s industry. the Adviser also utilizes some or all of the following

27

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

information based on the individual circumstances of the portfolio company: (i) valuations of comparable public companies, (ii) recent sales of private and public comparable companies in similar industries or having similar business or earnings characteristics, (iii) purchase prices as a multiple of their earnings or cash flow, (iv) the portfolio company’s ability to meet its forecasts and its business prospects, (v) a discounted cash flow analysis, (vi) estimated liquidation or collateral value of the portfolio company's assets and (vii) offers from third parties to buy the portfolio company. The Adviser may probability weight potential sale outcomes with respect to a portfolio company when uncertainty exists as of the valuation date. The third valuation technique is a market yield technique, which is typically performed for non-credit impaired debt investments. In the market yield technique, a current price is imputed for the investment based upon an assessment of the expected market yield for a similarly structured investment with a similar level of risk, and the Adviser considers the current contractual interest rate, the capital structure and other terms of the investment relative to risk of the company and the specific investment. A key determinant of risk, among other things, is the leverage through the investment relative to the EV of the portfolio company. As debt investments held by the Company are substantially illiquid with no active transaction market, the Adviser depends on primary market data, including newly funded transactions and industry specific market movements, as well as secondary market data with respect to high yield debt instruments and syndicated loans, as inputs in determining the appropriate market yield, as applicable.

The Adviser estimates the fair value of certain privately held warrants using a Black Scholes pricing model, which includes an analysis of various factors and subjective assumptions, including the current stock price (by using an EV analysis as described above), the expected period until exercise, expected volatility of the underlying stock price, expected dividends and the risk free rate. Changes in the subjective input assumptions can materially affect the fair value estimates.

In December 2020, the SEC adopted Rule 2a-5 under the Investment Company Act. Rule 2a-5 permits boards of registered investment companies and Business Development Companies to either (i) choose to continue to determine fair value in good faith, or (ii) designate a valuation designee tasked with determining fair value in good faith, subject to the board’s oversight. The Company's Board of Trustees has designated the Adviser to serve as its valuation designee effective September 8, 2022.

The Adviser undertakes a multi-step valuation process each quarter in connection with determining the fair value of the Company's investments:

•The quarterly valuation process begins with each portfolio company or investment being initially valued by the Adviser's valuation team;

•Preliminary valuations are then reviewed and discussed with management of the Adviser;

•Separately, independent valuation firms prepare valuations of the Company's investments, on a selected basis, for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment, and submit the reports to the Company and provide such reports to the Adviser;

•The Adviser compares and contrasts its preliminary valuations to the valuations of the independent valuation firms and prepares a valuation report for the Audit Committee;

•The Audit Committee reviews the valuation report with the Adviser, and the Adviser responds and supplements the valuation report to reflect any discussions between the Adviser and the Audit Committee; and

•The Adviser, as valuation designee, determines the fair value of each investment in the Company's portfolio.

The fair value of the Company's investments as of June 30, 2024 and September 30, 2023 was determined by the Adviser, as the Company's valuation designee. The Company has and will continue to engage independent valuation firms each quarter to provide assistance regarding the determination of the fair value of a portion of its portfolio securities for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been reported had a ready market for the investments existed, and it is reasonably possible that the difference could be material.

When the Company determines its net asset value as of the last day of a month that is not also the last day of a calendar quarter, the Company intends to update the value of securities with reliable market quotations to the most recent market quotation. For securities without reliable market quotations, pursuant to the Company's valuation policy, the Adviser’s valuation team will generally value such assets at the most recent quarterly valuation or, in the case of securities acquired after such date, cost, unless, in either case, the Adviser determines that since the most recent quarter end or the date of acquisition for securities acquired after quarter end, as the case may be, a significant observable change has occurred with respect to the

28

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

investment (which determination may be as a result of a material event at a portfolio company, material change in market spreads, secondary market transaction in the securities of an investment or otherwise). If the Adviser determines such a change has occurred with respect to one or more investments, the Adviser will determine whether to update the value for each relevant investment using a range of values from an independent valuation firm, where applicable, in accordance with the Company's valuation policy. Additionally, the Adviser may otherwise determine to update the most recent quarter end valuation of an investment without reliable market quotations that the Adviser considers to be material to the Company using a range of values from an independent valuation firm.

With the exception of the line items entitled "deferred financing costs," "deferred offering costs," "other assets," "unsecured notes payable," and "credit facilities payable," which are reported at amortized cost, all assets and liabilities on the Consolidated Statements of Assets and Liabilities approximate fair value. The carrying value of the line items titled "due from affiliates," "interest receivable," "receivables from unsettled transactions," "due from broker," "accounts payable, accrued expenses and other liabilities," "dividends payable," "base management fee and incentive fee payable," "payable for share repurchases," "interest payable," "payables from unsettled transactions" and "due to affiliates" approximate fair value due to their short maturities.

Foreign Currency Translation:

The accounting records of the Company are maintained in U.S. dollars. All assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the prevailing foreign exchange rate on the reporting date. The Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. The Company’s investments in foreign securities may involve certain risks, including foreign exchange restrictions, expropriation, taxation or other political, social or economic risks, all of which could affect the market and/or credit risk of the investment. In addition, changes in the relationship of foreign currencies to the U.S. dollar can significantly affect the value of these investments and therefore the earnings of the Company.

Derivative Instruments:

Foreign Currency Forward Contracts

The Company uses foreign currency forward contracts to reduce the Company's exposure to fluctuations in the value of foreign currencies. In a foreign currency forward contract, the Company agrees to receive or deliver a fixed quantity of one currency for another at a pre-determined price at a future date. Foreign currency forward contracts are marked-to-market at the applicable forward rate. Unrealized appreciation (depreciation) on foreign currency forward contracts is recorded within derivative assets or derivative liabilities on the Consolidated Statement of Assets and Liabilities by counterparty on a net basis, not taking into account collateral posted which is recorded separately, if applicable. Purchases and settlements of foreign currency forward contracts having the same settlement date and counterparty are generally settled net and any realized gains or losses are recognized on the settlement date. The Company does not utilize hedge accounting with respect to foreign currency forward contracts and as such, the Company recognizes its foreign currency forward contracts at fair value with changes included in the net unrealized appreciation (depreciation) on the Consolidated Statement of Operations.

Interest Rate Swaps:

The Company uses interest rate swaps to hedge some of the Company's fixed rate debt. The Company designated the interest rate swaps as the hedging instruments in an effective hedge accounting relationship, and therefore the periodic payments are recognized as components of interest expense in the Consolidated Statements of Operations. Depending on the nature of the balance at period end, the fair value of each interest rate swap is either included as a derivative asset or derivative liability on the Company's Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swaps is offset by a change in the carrying value of the fixed rate debt. Any amounts paid to the counterparty to cover collateral obligations under the terms of the interest rate swap agreements are included in due from broker on the Company's Consolidated Statements of Assets and Liabilities.

Investment Income:

Interest Income

Interest income, adjusted for accretion of original issue discount ("OID"), is recorded on an accrual basis to the extent that such amounts are expected to be collected. The Company stops accruing interest on investments when it is determined that interest is no longer collectible. Investments that are expected to pay regularly scheduled interest in cash are generally placed on non-accrual status when there is reasonable doubt that principal or interest cash payments will be collected. Cash interest payments received on investments may be recognized as income or a return of capital depending upon management’s judgment. A non-accrual investment is restored to accrual status if past due principal and interest are paid in cash, and the portfolio company, in management’s judgment, is likely to continue timely payment of its remaining obligations. As of June 30, 2024,

29

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

there were two investments on non-accrual status that represented 0.8% and 0.4% of total debt investments at cost and fair value, respectively. As of September 30, 2023, there were no investments on non-accrual status.

In connection with its investment in a portfolio company, the Company sometimes receives nominal cost equity that is valued as part of the negotiation process with the portfolio company. When the Company receives nominal cost equity, the Company allocates its cost basis in the investment between debt securities and the nominal cost equity at the time of origination. Any resulting discount from recording the loan, or otherwise purchasing a security at a discount, is accreted into interest income over the life of the loan.

PIK Interest Income

The Company's investments in debt securities may contain PIK interest provisions. PIK interest, which generally represents contractually deferred interest added to the loan balance that is generally due at the end of the loan term, is generally recorded on the accrual basis to the extent such amounts are expected to be collected. The Company generally ceases accruing PIK interest if there is insufficient value to support the accrual or if the Company does not expect the portfolio company to be able to pay all principal and interest due. The Company's decision to cease accruing PIK interest on a loan or debt security involves subjective judgments and determinations based on available information about a particular portfolio company, including whether the portfolio company is current with respect to its payment of principal and interest on its loans and debt securities; financial statements and financial projections for the portfolio company; the Company's assessment of the portfolio company's business development success; information obtained by the Company in connection with periodic formal update interviews with the portfolio company's management and, if appropriate, the private equity sponsor; and information about the general economic and market conditions in which the portfolio company operates. The Company's determination to cease accruing PIK interest is generally made well before the Company's full write-down of a loan or debt security. In addition, if it is subsequently determined that the Company will not be able to collect any previously accrued PIK interest, the fair value of the loans or debt securities would be reduced by the amount of such previously accrued, but uncollectible, PIK interest. The accrual of PIK interest on the Company’s debt investments increases the recorded cost bases of these investments in the consolidated financial statements including for purposes of computing the capital gains incentive fee payable by the Company to the Adviser. To maintain its status as a RIC, certain income from PIK interest may be required to be distributed to the Company’s shareholders, even though the Company has not yet collected the cash and may never do so.

Fee Income

The Adviser or its affiliates may provide financial advisory services to portfolio companies in connection with structuring a transaction and in return the Company may receive fees for capital structuring services. These fees are generally non-recurring and are recognized by the Company upon the investment closing date. The Company may also receive additional fees in the ordinary course of business, including servicing, amendment, exit and prepayment fees, which are classified as fee income and recognized as they are earned or the services are rendered.

Dividend Income

The Company generally recognizes dividend income on the ex-dividend date for public securities and the record date for private equity investments. Distributions received from private equity investments are evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Generally, the Company will not record distributions from private equity investments as dividend income unless there are sufficient earnings at the portfolio company prior to the distribution. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment.

Cash and Cash Equivalents and Restricted Cash:

Cash and cash equivalents consist of demand deposits and highly liquid investments with maturities of three months or less, when acquired. The Company places its cash and cash equivalents and restricted cash with financial institutions and, at times, cash held in bank accounts may exceed the Federal Deposit Insurance Corporation ("FDIC") insurance limit. Cash and cash equivalents are included on the Company's Consolidated Schedule of Investments and cash equivalents are classified as Level 1 assets.

As of June 30, 2024, included in restricted cash was $30.3 million that was held at various collateral custodians in connection with the Company’s SPV credit facilities (See Note 6. Borrowings). Pursuant to the terms of the SPV credit facilities, the Company was restricted in terms of access to the $30.3 million until the occurrence of the periodic distribution dates and, in connection therewith, the Company’s submission of its required periodic reporting schedules and verifications of the Company’s compliance with the terms of the SPV credit facilities. As of September 30, 2023, included in restricted cash was $5.6 million that was held at Citibank, N.A. in connection with the Company’s JPM Agreements (defined below). Pursuant to the terms of the JPM Agreements, the Company was restricted in terms of access to the $5.6 million until the occurrence of the periodic distribution dates and, in connection therewith, the Company’s submission of its required periodic reporting schedules and verifications of the Company’s compliance with the terms of the JPM Agreements.

30

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

Receivables/Payables from Unsettled Transactions:

Receivables/payables from unsettled transactions consist of amounts receivable to or payable by the Company for transactions that have not settled at the reporting date.

Deferred Financing Costs:

Deferred financing costs consist of fees and expenses paid in connection with the closing or amending of credit facilities and debt offerings. Deferred financing costs incurred in connection with credit facilities are capitalized as an asset when incurred. Deferred financing costs incurred in connection with all other debt arrangements are a direct deduction from the related debt liability when incurred. Deferred financing costs are amortized using the effective interest method over the term of the respective debt arrangement. This amortization expense is included in interest expense in the Company's Consolidated Statement of Operations. Upon early termination or modification of a credit facility, all or a portion of unamortized fees related to such facility may be accelerated into interest expense.

Organization and Offering Costs:

Costs associated with the organization of the Company are expensed as incurred. Costs associated with the offering of Common Shares of the Company are capitalized as "deferred offering costs" on the Consolidated Statements of Assets and Liabilities and amortized over a twelve-month period from incurrence.

For the three and nine months ended June 30, 2024, the Company expensed organization costs of $4 and $8, respectively. For the three and nine months ended June 30, 2023, the Company expensed organization costs of zero and $4, respectively. As of June 30, 2024 and September 30, 2023, $593 and $270, respectively, of offering costs were capitalized on the Consolidated Statements of Assets and Liabilities. For the three and nine months ended June 30, 2024, the Company amortized offering costs of $261 and $694, respectively. For the three and nine months ended June 30, 2023, the Company amortized offering costs of $725 and $2,517, respectively.

Allocation of Income, Expenses, Gains and Losses:

Income, expenses (other than those attributable to a specific class), gains and losses are allocated to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.

Distributions:

To the extent that the Company has taxable income available, the Company intends to make monthly distributions to its shareholders. Distributions to shareholders are recorded on the record date. All distributions will be paid at the discretion of the Board and will depend on the Company’s earnings, financial condition, maintenance of the Company's tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as the Board may deem relevant from time to time. Although the gross distribution per share is generally equivalent for each share class, the net distribution for each share class is reduced for any class specific expenses, including distribution and shareholder servicing fees, if any.

Income Taxes:

On February 3, 2022, the Company elected to be regulated as a BDC under the Investment Company Act. The Company has elected to be treated as a RIC under the Code. So long as the Company maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its shareholders as dividends. Rather, any tax liability related to income earned and distributed by the Company would represent obligations of the Company’s investors and would not be reflected in the consolidated financial statements of the Company.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. Management has analyzed the Company's tax positions and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years 2023 and 2022.

To qualify for and maintain qualification as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Company must distribute to its shareholders, for each taxable year, at least 90% of its “investment company taxable income” for that year, which is generally its ordinary income plus the excess, if any, of its realized net short-term capital gains over its realized net long-term capital losses.

31

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

In addition, based on the excise tax distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner in each taxable year an amount at least equal to the sum of (1) 98% of its ordinary income for the calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in prior years. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed. The Company did not incur a U.S. federal excise tax for calendar years 2023 and 2022.

The Company holds certain portfolio investments through a taxable subsidiary. The purpose of the Company's taxable subsidiary is to permit the Company to hold equity investments in portfolio companies which are "pass through" entities for U.S. federal income tax purposes in order to comply with the RIC tax requirements. The taxable subsidiary is consolidated for financial reporting purposes, and portfolio investments held by it are included in the Company’s consolidated financial statements as portfolio investments and recorded at fair value. The taxable subsidiary is not consolidated with the Company for U.S. federal income tax purposes and may generate income tax expense, or benefit, and the related tax assets and liabilities, as a result of their ownership of certain portfolio investments. This income tax expense, if any, would be reflected in the Company's Consolidated Statement of Operations. The Company uses the liability method to account for its taxable subsidiary's income taxes. Using this method, the Company recognizes deferred tax assets and liabilities for the estimated future tax effects attributable to temporary differences between financial reporting and tax bases of assets and liabilities. In addition, the Company recognizes deferred tax benefits associated with net operating loss carry forwards that it may use to offset future tax obligations. The Company measures deferred tax assets and liabilities using the enacted tax rates expected to apply to taxable income in the years in which it expects to recover or settle those temporary differences.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280), which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023 and interim period within fiscal years beginning after December 15, 2024. The Company does not expect this guidance to materially impact its consolidated financial statements.

Note 3. Portfolio Investments

Portfolio Composition

As of June 30, 2024, the fair value of the Company's investment portfolio was $4,189.3 million and was composed of investments in 177 portfolio companies. As of September 30, 2023, the fair value of the Company's investment portfolio was $1,927.2 million and was composed of investments in 123 portfolio companies.

As of June 30, 2024 and September 30, 2023, the Company's investment portfolio consisted of the following:

	June 30, 2024				September 30, 2023
Cost:			% of Total Investments				% of Total Investments
Senior Secured Debt	$	3,675,062	88.11	%	$	1,814,372	94.39	%
Subordinated Debt	480,249		11.51	%	98,352		5.12	%
Preferred Equity	12,234		0.29	%	6,023		0.31	%
Common Equity and Warrants	3,595		0.09	%	3,471		0.18	%
Total	$	4,171,140	100.00	%	$	1,922,218	100.00	%

32

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

	June 30, 2024						September 30, 2023
Fair Value:			% of Total Investments		% of Net Assets				% of Total Investments		% of Net Assets
Senior Secured Debt	$	3,686,271	87.99	%	128.02	%	$	1,817,981	94.32	%	118.88	%
Subordinated Debt	485,834		11.60	%	16.87	%	97,616		5.07	%	6.38	%
Preferred Equity	13,264		0.32	%	0.46	%	5,748		0.30	%	0.38	%
Common Equity and Warrants	3,954		0.09	%	0.14	%	5,892		0.31	%	0.39	%
Total	$	4,189,323	100.00	%	145.49	%	$	1,927,237	100.00	%	126.03	%

The composition of the Company's debt investments as of June 30, 2024 and September 30, 2023 by floating rates and fixed rates was as follows:

	June 30, 2024				September 30, 2023
	Fair Value		% of Debt Investments		Fair Value		% of Debt Investments
Floating rate	$	3,811,074	91.35	%	$	1,716,908	89.63	%
Fixed rate	361,031		8.65	%	198,689		10.37	%
Total	$	4,172,105	100.00	%	$	1,915,597	100.00	%

The geographic composition of the Company's portfolio is determined by the location of the corporate headquarters of the portfolio company, which may not be indicative of the primary source of the portfolio company's business. The following tables show the portfolio composition by geographic region at cost as a percentage of total investments and at fair value as a percentage of total investments and net assets:

	June 30, 2024				September 30, 2023
Cost:			% of Total Investments				% of Total Investments
United States	$	3,583,886	85.91	%	$	1,673,820	87.08	%
United Kingdom	314,209		7.53	%	44,465		2.31	%
Canada	70,520		1.69	%	56,725		2.95	%
Luxembourg	55,995		1.34	%	41,426		2.16	%
Netherlands	51,948		1.25	%	4,958		0.26	%
India	39,425		0.95	%	39,296		2.04	%
Costa Rica	13,305		0.32	%	12,684		0.66	%
Chile	11,262		0.27	%	11,191		0.58	%
Switzerland	10,290		0.25	%	10,172		0.53	%
France	9,404		0.23	%	14,735		0.77	%
Cayman Islands	8,875		0.21	%	12,746		0.66	%
Australia	2,021		0.05	%	—		—	%
Total	$	4,171,140	100.00	%	$	1,922,218	100.00	%

33

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

	June 30, 2024						September 30, 2023
Fair Value:			% of Total Investments		% of Net Assets				% of Total Investments		% of Net Assets
United States	$	3,597,287	85.88	%	124.92	%	$	1,677,990	87.07	%	109.75	%
United Kingdom	316,380		7.55	%	10.99	%	45,181		2.34	%	2.95	%
Canada	72,020		1.72	%	2.50	%	56,622		2.94	%	3.70	%
Luxembourg	55,453		1.32	%	1.93	%	41,043		2.13	%	2.68	%
Netherlands	51,497		1.23	%	1.79	%	5,542		0.29	%	0.36	%
India	39,751		0.95	%	1.38	%	39,318		2.04	%	2.57	%
Costa Rica	13,176		0.31	%	0.46	%	12,369		0.64	%	0.81	%
Chile	12,261		0.29	%	0.43	%	12,529		0.65	%	0.82	%
Switzerland	10,203		0.24	%	0.35	%	9,861		0.51	%	0.64	%
France	9,647		0.23	%	0.34	%	13,647		0.71	%	0.89	%
Cayman Islands	9,545		0.23	%	0.33	%	13,135		0.68	%	0.86	%
Australia	2,103		0.05	%	0.07	%	—		—	%	—	%
Total	$	4,189,323	100.00	%	145.49	%	$	1,927,237	100.00	%	126.03	%

34

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

The composition of the Company's portfolio by industry at cost as a percentage of total investments and at fair value as a percentage of total investments and net assets as of June 30, 2024 and September 30, 2023 was as follows:

	June 30, 2024				September 30, 2023
Cost:			% of Total Investments				% of Total Investments
Application Software	$	647,498	15.50	%	$	261,061	13.60	%
Interactive Media & Services	168,452		4.04	%	23,766		1.24	%
Systems Software	167,504		4.02	%	70,431		3.66	%
Health Care Technology	164,580		3.95	%	71,145		3.70	%
Diversified Financial Services	163,938		3.93	%	31,405		1.63	%
Diversified Support Services	160,108		3.84	%	40,107		2.09	%
Aerospace & Defense	154,403		3.70	%	75,592		3.93	%
Health Care Services	150,398		3.61	%	57,898		3.01	%
Multi-Sector Holdings	126,689		3.04	%	28,293		1.47	%
Education Services	123,538		2.96	%	61,437		3.20	%
Other Specialty Retail	109,420		2.62	%	104,787		5.45	%
Industrial Machinery & Supplies & Components	105,357		2.53	%	29,675		1.54	%
Specialized Finance	92,143		2.21	%	48,354		2.52	%
Communications Equipment	89,564		2.15	%	—		—	%
Insurance Brokers	87,835		2.11	%	12,979		0.68	%
Pharmaceuticals	84,495		2.03	%	64,066		3.33	%
Packaged Foods & Meats	80,225		1.92	%	—		—	%
Environmental & Facilities Services	77,339		1.85	%	75,632		3.93	%
Electrical Components & Equipment	72,927		1.75	%	75,692		3.94	%
Wireless Telecommunication Services	71,862		1.72	%	—		—	%
Office Services & Supplies	71,189		1.71	%	21,160		1.10	%
Health Care Supplies	68,035		1.63	%	36,745		1.91	%
Integrated Telecommunication Services	62,908		1.51	%	41,352		2.15	%
Construction Machinery & Heavy Transportation Equipment	61,171		1.47	%	—		—	%
Property & Casualty Insurance	60,850		1.46	%	41,399		2.15	%
Asset Management & Custody Banks	58,889		1.41	%	—		—	%
Data Processing & Outsourced Services	55,933		1.34	%	—		—	%
Alternative Carriers	53,239		1.28	%	—		—	%
Life Sciences Tools & Services	45,100		1.08	%	27,580		1.43	%
Cable & Satellite	43,784		1.05	%	24,678		1.28	%
Health Care Equipment	41,344		0.99	%	39,946		2.08	%
Financial Exchanges & Data	40,714		0.98	%	—		—	%
Health Care Distributors	40,162		0.96	%	32,575		1.69	%
Movies & Entertainment	39,940		0.96	%	—		—	%
Construction & Engineering	39,886		0.96	%	—		—	%
Diversified Metals & Mining	39,425		0.95	%	95,842		4.99	%
Metal, Glass & Plastic Containers	35,504		0.85	%	25,834		1.34	%
Distributors	34,901		0.84	%	52,155		2.71	%
Auto Parts & Equipment	32,323		0.77	%	32,444		1.69	%
Research & Consulting Services	31,908		0.76	%	20,717		1.08	%
Restaurants	29,850		0.72	%	18,832		0.98	%
Diversified Chemicals	29,721		0.71	%	—		—	%
Biotechnology	27,991		0.67	%	36,433		1.90	%
Gold	27,734		0.66	%	27,607		1.44	%
Health Care Facilities	25,383		0.61	%	20,456		1.06	%
Paper & Plastic Packaging Products & Materials	23,564		0.56	%	4,785		0.25	%
Trading Companies & Distributors	21,684		0.52	%	25,328		1.32	%
Food Distributors	21,536		0.52	%	6,111		0.32	%
Hotels, Resorts & Cruise Lines	17,105		0.41	%	17,167		0.89	%
Real Estate Development	16,850		0.40	%	16,036		0.83	%
Air Freight & Logistics	15,423		0.37	%	6,590		0.34	%
Personal Care Products	14,926		0.36	%	44,968		2.34	%
Consumer Finance	11,869		0.28	%	6,796		0.35	%
Passenger Airlines	11,262		0.27	%	11,191		0.58	%
Advertising	11,215		0.27	%	11,167		0.58	%
Leisure Facilities	9,547		0.23	%	9,445		0.49	%
Internet Services & Infrastructure	—		—	%	14,556		0.76	%
Soft Drinks & Non-alcoholic Beverages	—		—	%	4,958		0.26	%
Leisure Products	—		—	%	4,772		0.25	%
Diversified Real Estate Activities	—		—	%	4,619		0.24	%
Other Specialized REITs	—		—	%	3,574		0.19	%
Construction Materials	—		—	%	2,080		0.11	%
Total	$	4,171,140	100.00	%	$	1,922,218	100.00	%

35

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

	June 30, 2024						September 30, 2023
Fair Value:			% of Total Investments		% of Net Assets				% of Total Investments		% of Net Assets
Application Software	$	639,115	15.28	%	22.19	%	$	263,077	13.67	%	17.23	%
Systems Software	169,390		4.04	%	5.88	%	70,227		3.64	%	4.59	%
Interactive Media & Services	169,371		4.04	%	5.88	%	23,999		1.25	%	1.57	%
Diversified Financial Services	163,063		3.89	%	5.66	%	31,860		1.65	%	2.08	%
Diversified Support Services	162,333		3.87	%	5.64	%	40,493		2.10	%	2.65	%
Health Care Technology	161,745		3.86	%	5.62	%	72,102		3.74	%	4.71	%
Aerospace & Defense	157,026		3.75	%	5.45	%	75,628		3.92	%	4.95	%
Health Care Services	152,457		3.64	%	5.29	%	57,832		3.00	%	3.78	%
Multi-Sector Holdings	130,570		3.12	%	4.53	%	28,863		1.50	%	1.89	%
Education Services	124,783		2.98	%	4.33	%	61,653		3.20	%	4.03	%
Other Specialty Retail	111,700		2.67	%	3.88	%	104,861		5.44	%	6.86	%
Industrial Machinery & Supplies & Components	106,410		2.54	%	3.70	%	30,448		1.58	%	1.99	%
Specialized Finance	93,305		2.23	%	3.24	%	48,815		2.53	%	3.19	%
Communications Equipment	89,645		2.14	%	3.11	%	—		—	%	—	%
Insurance Brokers	87,928		2.10	%	3.05	%	13,857		0.72	%	0.91	%
Pharmaceuticals	84,518		2.02	%	2.94	%	63,149		3.28	%	4.13	%
Packaged Foods & Meats	80,731		1.93	%	2.80	%	—		—	%	—	%
Environmental & Facilities Services	77,380		1.85	%	2.69	%	75,755		3.93	%	4.95	%
Electrical Components & Equipment	72,899		1.74	%	2.53	%	75,916		3.94	%	4.96	%
Wireless Telecommunication Services	71,926		1.72	%	2.50	%	—		—	%	—	%
Office Services & Supplies	69,879		1.67	%	2.43	%	21,588		1.12	%	1.41	%
Health Care Supplies	68,135		1.63	%	2.37	%	37,137		1.93	%	2.43	%
Integrated Telecommunication Services	64,141		1.53	%	2.23	%	39,481		2.05	%	2.58	%
Property & Casualty Insurance	61,851		1.48	%	2.15	%	41,911		2.17	%	2.74	%
Construction Machinery & Heavy Transportation Equipment	61,256		1.46	%	2.13	%	—		—	%	—	%
Asset Management & Custody Banks	58,673		1.40	%	2.04	%	—		—	%	—	%
Data Processing & Outsourced Services	57,239		1.37	%	1.99	%	—		—	%	—	%
Alternative Carriers	53,641		1.28	%	1.86	%	—		—	%	—	%
Life Sciences Tools & Services	45,928		1.10	%	1.60	%	27,419		1.42	%	1.79	%
Cable & Satellite	44,064		1.05	%	1.53	%	24,360		1.26	%	1.59	%
Health Care Equipment	42,083		1.00	%	1.46	%	39,945		2.07	%	2.61	%
Financial Exchanges & Data	40,723		0.97	%	1.41	%	—		—	%	—	%
Construction & Engineering	40,653		0.97	%	1.41	%	—		—	%	—	%
Movies & Entertainment	40,416		0.96	%	1.40	%	—		—	%	—	%
Health Care Distributors	39,874		0.95	%	1.38	%	33,083		1.72	%	2.16	%
Diversified Metals & Mining	39,751		0.95	%	1.38	%	95,449		4.95	%	6.24	%
Metal, Glass & Plastic Containers	36,060		0.86	%	1.25	%	25,799		1.34	%	1.69	%
Distributors	33,271		0.79	%	1.16	%	51,939		2.69	%	3.40	%
Research & Consulting Services	33,180		0.79	%	1.15	%	21,180		1.10	%	1.39	%
Auto Parts & Equipment	32,729		0.78	%	1.14	%	33,061		1.72	%	2.16	%
Diversified Chemicals	30,255		0.72	%	1.05	%	—		—	%	—	%
Restaurants	30,090		0.72	%	1.05	%	19,013		0.99	%	1.24	%
Gold	28,266		0.67	%	0.98	%	27,627		1.43	%	1.81	%
Biotechnology	28,216		0.67	%	0.98	%	35,838		1.86	%	2.34	%
Health Care Facilities	25,593		0.61	%	0.89	%	20,564		1.07	%	1.34	%
Paper & Plastic Packaging Products & Materials	23,561		0.56	%	0.82	%	4,543		0.24	%	0.30	%
Trading Companies & Distributors	22,154		0.53	%	0.77	%	25,536		1.33	%	1.67	%
Food Distributors	22,150		0.53	%	0.77	%	6,109		0.32	%	0.40	%
Hotels, Resorts & Cruise Lines	16,921		0.40	%	0.59	%	17,051		0.88	%	1.12	%
Real Estate Development	16,752		0.40	%	0.58	%	15,849		0.82	%	1.04	%
Air Freight & Logistics	15,563		0.37	%	0.54	%	6,800		0.35	%	0.44	%
Personal Care Products	15,278		0.36	%	0.53	%	44,284		2.30	%	2.90	%
Passenger Airlines	12,261		0.29	%	0.43	%	12,529		0.65	%	0.82	%
Consumer Finance	11,750		0.28	%	0.41	%	6,107		0.32	%	0.40	%
Advertising	11,495		0.27	%	0.40	%	11,343		0.59	%	0.74	%
Leisure Facilities	9,176		0.22	%	0.32	%	9,093		0.47	%	0.59	%
Internet Services & Infrastructure	—		—	%	—	%	14,726		0.76	%	0.96	%
Soft Drinks & Non-alcoholic Beverages	—		—	%	—	%	5,542		0.29	%	0.36	%
Diversified Real Estate Activities	—		—	%	—	%	4,696		0.24	%	0.31	%
Leisure Products	—		—	%	—	%	4,131		0.21	%	0.27	%
Other Specialized REITs	—		—	%	—	%	2,947		0.15	%	0.19	%
Construction Materials	—		—	%	—	%	2,022		0.10	%	0.13	%
Total	$	4,189,323	100.00	%	145.49	%	$	1,927,237	100.00	%	126.03	%

36

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

Fair Value Measurements

The following table presents the financial instruments carried at fair value as of June 30, 2024 on the Company's Consolidated Statement of Assets and Liabilities for each of the three levels of hierarchy established by ASC 820:

	Level 1		Level 2		Level 3		Total
Senior secured debt	$	—	$	1,174,795	$	2,511,476	$	3,686,271
Subordinated debt (including CLO notes and credit linked notes)	—		262,515		223,319		485,834
Common equity and warrants	—		—		3,954		3,954
Preferred equity	—		—		13,264		13,264
Total investments at fair value	—		1,437,310		2,752,013		4,189,323
Derivative assets	—		2,943		—		2,943
Total assets at fair value	$	—	$	1,440,253	$	2,752,013	$	4,192,266

The following table presents the financial instruments carried at fair value as of September 30, 2023 on the Company's Consolidated Statement of Assets and Liabilities for each of the three levels of hierarchy established by ASC 820:

	Level 1		Level 2		Level 3		Total
Senior secured debt	$	—	$	754,220	$	1,063,761	$	1,817,981
Subordinated debt (including CLO notes)	—		83,824		13,792		97,616
Common equity and warrants	—		53		5,839		5,892
Preferred equity	—		—		5,748		5,748
Total investments at fair value	—		838,097		1,089,140		1,927,237
Derivative asset	—		2,041		—		2,041
Total assets at fair value	$	—	$	840,138	$	1,089,140	$	1,929,278

When a determination is made to classify a financial instrument within Level 3 of the valuation hierarchy, the determination is based upon the fact that the unobservable factors are significant to the overall fair value measurement. However, Level 3 financial instruments typically have both unobservable or Level 3 components and observable components (i.e. components that are actively quoted and can be validated by external sources). Accordingly, the appreciation (depreciation) in the tables below includes changes in fair value due in part to observable factors that are part of the valuation methodology. Transfers between levels are recognized at the beginning of the reporting period.

The principal values of the credit facilities payable approximate fair value due to their variable interest rates and are

included in Level 3 of the hierarchy. Oaktree used market quotes as of the valuation date to estimate the fair value of the

Company's 8.400% notes due 2028 (the "2028 Notes"), which are included in Level 2 of the hierarchy.

37

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

The following table provides a roll-forward of the changes in fair value from March 31, 2024 to June 30, 2024, for all investments for which the Company determined fair value using unobservable (Level 3) factors:

	Senior Secured Debt		Subordinated Debt		Preferred Equity		Common Equity and Warrants		Total
Fair value as of March 31, 2024	$	2,009,889	$	33,795	$	12,814	$	4,022	$	2,060,520
Purchases	541,256		188,809		—		124		730,189
Sales and repayments	(42,281)		—		—		—		(42,281)
Capitalized PIK interest income	1,803		567		—		—		2,370
Accretion of OID	2,979		83		—		—		3,062
Net unrealized appreciation (depreciation)	(2,184)		65		450		(192)		(1,861)
Net realized gains (losses)	14		—		—		—		14
Fair value as of June 30, 2024	$	2,511,476	$	223,319	$	13,264	$	3,954	$	2,752,013
Net unrealized appreciation (depreciation) relating to Level 3 assets still held at June 30, 2024 and reported within net unrealized appreciation (depreciation) in the Consolidated Statement of Operations for the three months ended June 30, 2024	$	(3,797)	$	65	$	450	$	(192)	$	(3,474)

The following table provides a roll-forward of the changes in fair value from March 31, 2023 to June 30, 2023, for all investments for which the Company determined fair value using unobservable (Level 3) factors:

	Senior Secured Debt		Subordinated Debt		Preferred Equity		Common Equity and Warrants		Total
Fair value as of March 31, 2023	$	392,847	$	8,349	$	5,081	$	4,055	$	410,332
Purchases	379,908		3,303		—		292		383,503
Sales and repayments	(2,503)		—		—		—		(2,503)
Transfers out (a)	—		(1,625)		—		—		(1,625)
Capitalized PIK interest income	834		273		—		—		1,107
Accretion of OID	1,032		—		—		—		1,032
Net unrealized appreciation (depreciation)	4,676		—		329		184		5,189
Fair value as of June 30, 2023	$	776,794	$	10,300	$	5,410	$	4,531	$	797,035
Net unrealized appreciation (depreciation) relating to Level 3 assets still held at June 30, 2023 and reported within net unrealized appreciation (depreciation) in the Consolidated Statement of Operations for the three months ended June 30, 2023	$	4,676	$	—	$	329	$	184	$	5,189

__________

(a) There were transfers out of Level 3 to Level 2 for certain investments during the three months ended June 30, 2023 as a result of a change in the number of market quotes available and/or a change in market liquidity.

38

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

The following table provides a roll-forward of the changes in fair value from September 30, 2023 to June 30, 2024, for all investments for which the Company determined fair value using unobservable (Level 3) factors:

	Senior Secured Debt		Subordinated Debt		Preferred Equity		Common Equity and Warrants		Total
Fair value as of September 30, 2023	$	1,063,761	$	13,792	$	5,748	$	5,839	$	1,089,140
Purchases	1,577,752		207,980		6,211		124		1,792,067
Sales and repayments	(150,226)		—		—		—		(150,226)
Transfers in (a)	10,757		—		—		—		10,757
Capitalized PIK interest income	4,011		1,398		—		—		5,409
Accretion of OID	9,275		84		—		—		9,359
Net unrealized appreciation (depreciation)	(4,053)		65		1,305		(2,009)		(4,692)
Net realized gains (losses)	199		—		—		—		199
Fair value as of June 30, 2024	$	2,511,476	$	223,319	$	13,264	$	3,954	$	2,752,013
Net unrealized appreciation (depreciation) relating to Level 3 assets still held at June 30, 2024 and reported within net unrealized appreciation (depreciation) in the Consolidated Statement of Operations for the nine months ended June 30, 2024	$	(5,097)	$	65	$	1,305	$	(2,009)	$	(5,736)

__________

(a) There were transfers into Level 3 from Level 2 for certain investments during the nine months ended June 30, 2024 as a result of a change in the number of market quotes available and/or a change in market liquidity.

The following table provides a roll-forward of the changes in fair value from September 30, 2022 to June 30, 2023, for all investments for which the Company determined fair value using unobservable (Level 3) factors:

	Senior Secured Debt		Subordinated Debt		Preferred Equity		Common Equity and Warrants		Total
Fair value as of September 30, 2022	$	153,069	$	3,303	$	5,497	$	1,023	$	162,892
Purchases	620,956		6,606		—		2,454		630,016
Sales and repayments	(6,038)		—		—		—		(6,038)
Transfers in (a)	3,815		—		—		—		3,815
Capitalized PIK interest income	1,803		391		—		—		2,194
Accretion of OID	1,983		—		—		—		1,983
Net unrealized appreciation (depreciation)	1,206		—		(87)		1,054		2,173
Fair value as of June 30, 2023	$	776,794	$	10,300	$	5,410	$	4,531	$	797,035
Net unrealized appreciation (depreciation) relating to Level 3 assets still held at June 30, 2023 and reported within net unrealized appreciation (depreciation) in the Consolidated Statement of Operations for the nine months ended June 30, 2023	$	1,204	$	—	$	(87)	$	1,054	$	2,171

__________

(a) There were transfers into Level 3 from Level 2 for certain investments during the nine months ended June 30, 2023 as a result of a change in the number of market quotes available and/or a change in market liquidity.

39

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

Significant Unobservable Inputs for Level 3 Investments

The following table provides quantitative information related to the significant unobservable inputs for Level 3 investments, which were carried at fair value as of June 30, 2024:

Asset	Fair Value		Valuation Technique	Unobservable Input	Range				Weighted Average (a)
Senior secured debt	$	2,374,154	Market Yield	Market Yield	(b)	9.0%	-	39.0%	11.5%
	13,614		Enterprise Value	Revenue Multiple	(e)	1.4x	-	1.6x	1.5x
	58,673		Transaction Precedent	Transaction Price	(c)	N/A	-	N/A	N/A
	65,035		Broker Quotations	Broker Quoted Price	(d)	N/A	-	N/A	N/A
Subordinated debt	125,319		Market Yield	Market Yield	(b)	10.0%	-	13.0%	11.9%
	98,000		Transaction Precedent	Transaction Price	(c)	N/A	-	N/A	N/A
Common equity and warrants & preferred equity	9,635		Enterprise Value	Revenue Multiple	(e)	5.8x	-	6.8x	6.3x
	7,583		Enterprise Value	EBITDA Multiple	(e)	7.0x	-	15.1x	14.0x
Total	$	2,752,013

_____________________

(a) Weighted averages are calculated based on fair value of investments.

(b) Used when a market participant would take into account market yield when pricing the investment.

(c) Used when there is an observable transaction or pending event for the investment.

(d) The Adviser generally uses prices provided by an independent pricing service which are non-binding indicative prices on or near the valuation date as the primary basis for the fair value determinations for quoted senior secured debt investments. Since these prices are non-binding, they may not be indicative of fair value. The Adviser evaluates the quotations provided by pricing vendors and brokers based on available market information, including trading activity of the subject or similar securities, or by performing a comparable security analysis to ensure that fair values are reasonably estimated.

(e) Used when a market participant would use such multiple when pricing the investment.

The following table provides quantitative information related to the significant unobservable inputs for Level 3 investments, which were carried at fair value as of September 30, 2023:

Asset	Fair Value		Valuation Technique	Unobservable Input	Range				Weighted Average (a)
Senior secured debt	$	906,639	Market Yield	Market Yield	(b)	10.0%	-	32.0%	13.3%
	93,170		Transaction Precedent	Transaction Price	(c)	N/A	-	N/A	N/A
	63,952		Broker Quotations	Broker Quoted Price	(d)	N/A	-	N/A	N/A
Subordinated debt	13,792		Market Yield	Market Yield	(b)	9.0%	-	11.0%	10.0%
Common equity and warrants & preferred equity	3,424		Enterprise Value	Revenue Multiple	(e)	0.7x	-	3.2x	0.7x
	7,831		Enterprise Value	EBITDA Multiple	(e)	6.0x	-	15.1x	12.9x
	332		Transaction Precedent	Transaction Price	(c)	N/A	-	N/A	N/A
Total	$	1,089,140

_____________________

(a) Weighted averages are calculated based on fair value of investments.

(b) Used when a market participant would take into account market yield when pricing the investment.

(c) Used when there is an observable transaction or pending event for the investment.

(d) The Adviser generally uses prices provided by an independent pricing service which are non-binding indicative prices on or near the valuation date as the primary basis for the fair value determinations for quoted senior secured debt investments. Since these prices are non-binding, they may not be indicative of fair value. The Adviser evaluates the quotations provided by pricing vendors and brokers based on available market information, including trading activity of the subject or similar securities, or by performing a comparable security analysis to ensure that fair values are reasonably estimated.

(e) Used when a market participant would use such multiple when pricing the investment.

40

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

Under the market yield technique, the significant unobservable input used in the fair value measurement of the Company's investments in debt securities is the market yield. Increases or decreases in the market yield may result in a lower or higher fair value measurement, respectively.

Under the EV technique, the significant unobservable input used in the fair value measurement of the Company's investments in debt or equity securities is the earnings before interest, taxes, depreciation and amortization ("EBITDA"), revenue or asset multiple, as applicable. Increases or decreases in the valuation multiples in isolation may result in a higher or lower fair value measurement, respectively.

Note 4. Fee Income

For the three and nine months ended June 30, 2024, the Company recorded total fee income of $752 and $2,403, respectively, of which $69 and $127, respectively, was recurring in nature. For the three and nine months ended June 30, 2023, the Company recorded total fee income of $654 and $882, respectively, of which $27 and $188, respectively, was recurring in nature. Recurring fee income consisted of servicing fees.

Note 5. Share Data and Distributions

Changes in Net Assets

The following table presents the changes in net assets for the three and nine months ended June 30, 2024:

	Common Shares
(Share amounts in thousands)	Shares	Par Value		Additional Paid-in-Capital		Accumulated Distributable Earnings (Loss)		Total Net Assets
Balance at September 30, 2023	64,896	$	649	$	1,536,305	$	(7,749)	$	1,529,205
Issuance of Common Shares in public offering	19,952	199		468,588		—		468,787
Issuance of Common Shares under dividend reinvestment plan	496	5		11,642		—		11,647
Shares repurchased, net of early repurchase deduction	(446)	(4)		(10,522)		—		(10,526)
Net investment income	—	—		—		35,803		35,803
Net unrealized appreciation (depreciation)	—	—		—		16,919		16,919
Net realized gains (losses)	—	—		—		453		453
Provision for income tax (expense) benefit	—	—		—		(241)		(241)
Distributions to shareholders	—	—		—		(46,876)		(46,876)
Balance at December 31, 2023	84,898	$	849	$	2,006,013	$	(1,691)	$	2,005,171
Issuance of Common Shares in public offering	19,399	194		457,636		—		457,830
Issuance of Common Shares under dividend reinvestment plan	679	7		16,050		—		16,057
Shares repurchased, net of early repurchase deduction	(349)	(4)		(8,213)		—		(8,217)
Net investment income	—	—		—		53,929		53,929
Net unrealized appreciation (depreciation)	—	—		—		(655)		(655)
Net realized gains (losses)	—	—		—		3,347		3,347
Provision for income tax (expense) benefit	—	—		—		(144)		(144)
Distributions to shareholders	—	—		—		(56,572)		(56,572)
Balance at March 31, 2024	104,627	$	1,046	$	2,471,486	$	(1,786)	$	2,470,746
Issuance of Common Shares in public offering	17,673	177		416,869		—		417,046
Issuance of Common Shares under dividend reinvestment plan	767	8		18,157		—		18,165
Shares repurchased, net of early repurchase deduction	(703)	(7)		(16,537)		—		(16,544)
Net investment income	—	—		—		61,642		61,642
Net unrealized appreciation (depreciation)	—	—		—		(3,198)		(3,198)
Net realized gains (losses)	—	—		—		(59)		(59)
Provision for income tax (expense) benefit	—	—		—		(158)		(158)
Distributions to shareholders	—	—		—		(68,254)		(68,254)
Balance at June 30, 2024	122,364	$	1,224	$	2,889,975	$	(11,813)	$	2,879,386

41

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

The following table presents the changes in net assets for the three and nine months ended June 30, 2023:

	Common Shares
(Share amounts in thousands)	Shares	Par Value		Additional Paid-in-Capital		Accumulated Distributable Earnings (Loss)		Total Net Assets
Balance at September 30, 2022	15,628	$	156	$	380,646	$	(14,075)	$	366,727
Issuance of Common Shares	5,536	55		129,653		—		129,708
Issuance of Common Shares under dividend reinvestment plan	78	1		1,831		—		1,832
Net investment income	—	—		—		10,097		10,097
Net unrealized appreciation (depreciation)	—	—		—		(2,842)		(2,842)
Net realized gains (losses)	—	—		—		(660)		(660)
Provision for income tax (expense) benefit	—	—		—		(51)		(51)
Distributions to shareholders	—	—		—		(11,356)		(11,356)
Balance at December 31, 2022	21,242	212		512,130		(18,887)		493,455
Issuance of Common Shares	9,589	97		225,285		—		225,382
Issuance of Common Shares under dividend reinvestment plan	120	1		2,822		—		2,823
Net investment income	—	—		—		11,804		11,804
Net unrealized appreciation (depreciation)	—	—		—		8,054		8,054
Net realized gains (losses)	—	—		—		(1,741)		(1,741)
Provision for income tax (expense) benefit	—	—		—		(54)		(54)
Distributions to shareholders	—	—		—		(14,863)		(14,863)
Balance at March 31, 2023	30,951	310		740,237		(15,687)		724,860
Issuance of Common Shares	12,093	121		282,136		—		282,257
Issuance of Common Shares under dividend reinvestment plan	177	1		4,114		—		4,115
Shares repurchased, net of early repurchase deduction	(2)	—		(40)		—		(40)
Net investment income	—	—		—		18,908		18,908
Net unrealized appreciation (depreciation)	—	—		—		6,783		6,783
Net realized gains (losses)	—	—		—		(476)		(476)
Provision for income tax (expense) benefit	—	—		—		(71)		(71)
Distributions to shareholders	—	—		—		(21,422)		(21,422)
Balance at June 30, 2023	43,219	$	432	$	1,026,447	$	(11,965)	$	1,014,914

Capital Activity

In connection with its formation, the Company has the authority to issue an unlimited number of Class I, Class S and Class D common shares of beneficial interest at $0.01 per share par value. As of June 30, 2024, the Company has issued and sold 81,427,620 Class I shares for an aggregate purchase price of $1,927.5 million. As of June 30, 2024, the Company has issued and sold 39,945,239 Class S shares for an aggregate purchase price of $940.4 million. As of June 30, 2024, the Company has issued and sold 72,403 Class D shares for an aggregate purchase price of $1.7 million. As of June 30, 2024, the Company has issued 1,211,882 Class I shares, 1,431,291 Class S shares and 1,327 Class D shares pursuant to its distribution reinvestment plan.

42

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

The following table summarizes transactions in common shares of beneficial interest for the nine months ended June 30, 2024:

	Shares	Amount
Class I
Issuance of Common Shares in public offering	37,416,704	$	881,665
Share transfers between classes	15,393	364
Issuance of Common Shares under dividend reinvestment plan	878,249	20,839
Share repurchases, net of early repurchase deduction	(926,792)	(21,838)
Net increase (decrease)	37,383,554	$	881,030
Class S
Issuance of Common Shares in public offering	19,541,548	$	460,437
Share transfers between classes	(15,393)	(364)
Issuance of Common Shares under dividend reinvestment plan	1,060,406	24,999
Share repurchases, net of early repurchase deduction	(570,987)	(13,449)
Net increase (decrease)	20,015,574	$	471,623
Class D
Issuance of Common Shares in public offering	66,226	$	1,561
Issuance of Common Shares under dividend reinvestment plan	1,310	31
Share repurchases, net of early repurchase deduction	—	—
Net increase (decrease)	67,536	$	1,592
Total net increase (decrease)	57,466,664	$	1,354,245

The following table summarizes transactions in common shares of beneficial interest for the nine months ended June 30, 2023:

	Shares	Amount
Class I
Issuance of Common Shares	16,273,329	$	381,028
Issuance of Common Shares under dividend reinvestment plan	182,183	4,264
Share repurchases, net of early repurchase deduction	—	—
Net increase (decrease)	16,455,512	$	385,292
Class S
Issuance of Common Shares	10,943,532	$	256,304
Issuance of Common Shares under dividend reinvestment plan	192,853	4,506
Share repurchases, net of early repurchase deduction	(1,692)	(40)
Net increase (decrease)	11,134,693	$	260,770
Class D
Issuance of Common Shares	646	$	15
Issuance of Common Shares under dividend reinvestment plan	—	—
Share repurchases, net of early repurchase deduction	—	—
Net increase (decrease)	646	$	15
Total net increase (decrease)	27,590,851	$	646,077

43

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

Net Asset Value per Share and Offering Price

The Company determines NAV per share for each class of shares as of the last calendar day of each month. Share issuances pursuant to accepted monthly subscriptions are effective the first calendar day of each month. Shares are issued and sold at a purchase price equivalent to the most recent NAV per share available for each share class, which will be the prior calendar day NAV per share (i.e. the prior month-end NAV). The following table summarizes each month-end NAV per share for Class I, Class S and Class D shares during the nine months ended June 30, 2024 and 2023:

	Class I Shares		Class S Shares		Class D Shares
October 31, 2023	$	23.39	$	23.39	$	23.39
November 30, 2023	$	23.51	$	23.51	$	23.51
December 31, 2023	$	23.62	$	23.62	$	23.62
January 31, 2024	$	23.60	$	23.60	$	23.60
February 29, 2024	$	23.58	$	23.58	$	23.58
March 31, 2024	$	23.61	$	23.61	$	23.61
April 30, 2024	$	23.59	$	23.59	$	23.59
May 31, 2024	$	23.59	$	23.59	$	23.59
June 30, 2024	$	23.53	$	23.53	$	23.53

	Class I Shares		Class S Shares		Class D Shares
October 31, 2022	$	23.33	$	23.33	—
November 30, 2022	$	23.46	$	23.46	—
December 31, 2022	$	23.23	$	23.23	—
January 31, 2023	$	23.64	$	23.64	—
February 28, 2023	$	23.56	$	23.56	—
March 31, 2023	$	23.42	$	23.42	—
April 30, 2023	$	23.40	$	23.40	—
May 31, 2023	$	23.23	$	23.23	—
June 30, 2023	$	23.48	$	23.48	$	23.48

44

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

Distributions

The Board authorizes and declares monthly distribution amounts per share of outstanding Common Shares. The following table presents distributions that were declared during the nine months ended June 30, 2024:

				Class I
Distribution	Date Declared	Record Date	Payment Date	Distribution Per Share		Distribution Amount
Monthly	October 25, 2023	October 31, 2023	November 28, 2023	$	0.1900	$	9,259
Monthly	November 27, 2023	November 30, 2023	December 27, 2023	0.1900		9,916
Special	December 14, 2023	December 15, 2023	December 27, 2023	0.0400		2,296
Monthly	December 20, 2023	December 31, 2023	February 1, 2024	0.1900		10,921
Monthly	January 24, 2024	January 31, 2024	February 27, 2024	0.1900		11,872
Monthly	February 27, 2024	February 29, 2024	March 27, 2024	0.2000		13,229
Monthly	March 26, 2024	March 27, 2024	April 29, 2024	0.2000		14,041
Monthly	April 18, 2024	April 29, 2024	May 30, 2024	0.2000		14,936
Monthly	May 24, 2024	May 30, 2024	June 27, 2024	0.2000		15,451
Monthly	June 27, 2024	June 27, 2024	July 29, 2024	0.2000		16,361
				$	1.8000	$	118,282

				Class S
Distribution	Date Declared	Record Date	Payment Date	Distribution Per Share		Distribution Amount
Monthly	October 25, 2023	October 31, 2023	November 28, 2023	$	0.1733	$	4,105
Monthly	November 27, 2023	November 30, 2023	December 27, 2023	0.1734		4,436
Special	December 14, 2023	December 15, 2023	December 27, 2023	0.0400		1,109
Monthly	December 20, 2023	December 31, 2023	February 1, 2024	0.1733		4,825
Monthly	January 24, 2024	January 31, 2024	February 27, 2024	0.1733		5,191
Monthly	February 27, 2024	February 29, 2024	March 27, 2024	0.1833		5,853
Monthly	March 26, 2024	March 27, 2024	April 29, 2024	0.1833		6,361
Monthly	April 18, 2024	April 29, 2024	May 30, 2024	0.1833		6,730
Monthly	May 24, 2024	May 30, 2024	June 27, 2024	0.1833		7,188
Monthly	June 27, 2024	June 27, 2024	July 29, 2024	0.1833		7,551
				$	1.6498	$	53,349

				Class D
Distribution	Date Declared	Record Date	Payment Date	Distribution Per Share		Distribution Amount
Monthly	October 25, 2023	October 31, 2023	November 28, 2023	$	0.1851	$	1
Monthly	November 27, 2023	November 30, 2023	December 27, 2023	0.1851		3
Special	December 14, 2023	December 15, 2023	December 27, 2023	0.0400		1
Monthly	December 20, 2023	December 31, 2023	February 1, 2024	0.1851		4
Monthly	January 24, 2024	January 31, 2024	February 27, 2024	0.1851		5
Monthly	February 27, 2024	February 29, 2024	March 27, 2024	0.1951		10
Monthly	March 26, 2024	March 27, 2024	April 29, 2024	0.1951		10
Monthly	April 18, 2024	April 29, 2024	May 30, 2024	0.1951		11
Monthly	May 24, 2024	May 30, 2024	June 27, 2024	0.1951		12
Monthly	June 27, 2024	June 27, 2024	July 29, 2024	0.1951		14
				$	1.7559	$	71

45

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

The following table presents distributions that were declared during the nine months ended June 30, 2023:

				Class I
Distribution	Date Declared	Record Date	Payment Date	Distribution Per Share		Distribution Amount
Monthly	October 26, 2022	October 31, 2022	November 28, 2022	$	0.1800	$	2,470
Monthly	November 21, 2022	November 30, 2022	December 28, 2022	0.1900		2,818
Monthly	December 21, 2022	December 31, 2022	January 30, 2023	0.1900		3,171
Special	December 21, 2022	December 31, 2022	January 30, 2023	0.0400		668
Monthly	January 24, 2023	January 31, 2023	February 24, 2023	0.1900		3,351
Monthly	February 22, 2023	February 28, 2023	March 29, 2023	0.1900		3,834
Monthly	March 22, 2023	March 31, 2023	April 27, 2023	0.1900		4,252
Monthly	April 25, 2023	April 30, 2023	May 26, 2023	0.1900		4,568
Monthly	May 22, 2023	May 31, 2023	June 28, 2023	0.1900		5,068
Monthly	June 26, 2023	June 30, 2023	July 27, 2023	0.1900		5,605
				$	1.7400	$	35,805

				Class S
Distribution	Date Declared	Record Date	Payment Date	Distribution Per Share		Distribution Amount
Monthly	October 26, 2022	October 31, 2022	November 28, 2022	$	0.1634	$	574
Monthly	November 21, 2022	November 30, 2022	December 28, 2022	0.1735		684
Monthly	December 21, 2022	December 31, 2022	January 30, 2023	0.1734		789
Special	December 21, 2022	December 31, 2022	January 30, 2023	0.0400		182
Monthly	January 24, 2023	January 31, 2023	February 24, 2023	0.1735		916
Monthly	February 22, 2023	February 28, 2023	March 29, 2023	0.1733		1,024
Monthly	March 22, 2023	March 31, 2023	April 27, 2023	0.1733		1,486
Monthly	April 25, 2023	April 30, 2023	May 26, 2023	0.1734		1,764
Monthly	May 22, 2023	May 31, 2023	June 28, 2023	0.1734		2,036
Monthly	June 26, 2023	June 30, 2023	July 27, 2023	0.1735		2,381
				$	1.5907	$	11,836

			Class D
Date Declared	Record Date	Payment Date	Distribution Per Share		Distribution Amount
June 26, 2023	June 30, 2023	July 27, 2023	$	0.1852	$	—
			$	0.1852	$	—

Distribution Reinvestment Plan

The Company has adopted a distribution reinvestment plan, pursuant to which the Company will reinvest all cash dividends declared by the Board on behalf of its shareholders who do not elect to receive their dividends in cash as provided below. As a result, if the Board authorizes, and the Company declares, a cash dividend or other distribution, then shareholders who have not opted out of the Company's distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares, rather than receiving the cash dividend or other distribution. Distributions on fractional shares will be credited to each participating shareholder’s account to three decimal places.

Character of Distributions

The Company may fund its cash distributions to shareholders from any source of funds available to the Company, including but not limited to offering proceeds, net investment income from operations, capital gains proceeds from the sale of assets, dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies and expense support from the Adviser, which is subject to recoupment.

Through June 30, 2024, a portion of the Company’s distributions resulted from expense support from the Adviser, and future distributions may result from expense support from the Adviser, each of which is subject to repayment by the Company within three years from the date of payment. The purpose of this arrangement is to avoid distributions being characterized as a return of capital for U.S. federal income tax purposes. Shareholders should understand that any such distribution is not based solely on the Company’s investment performance, and can only be sustained if the Company achieves positive investment

46

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

performance in future periods and/or the Adviser continues to provide expense support. Shareholders should also understand that the Company’s future repayments of expense support will reduce the distributions that they would otherwise receive. There can be no assurance that the Company will achieve the performance necessary to sustain these distributions, or be able to pay distributions at all.

Sources of distributions, other than net investment income and realized gains on a U.S. GAAP basis, include required adjustments to U.S. GAAP net investment income in the current period to determine taxable income available for distributions. The following tables reflect the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its Common Shares for the nine months ended June 30, 2024:

	Class I				Class S				Class D
Source of Distribution	Per Share		Amount		Per Share		Amount		Per Share		Amount
Net investment income	$	1.5811	$	104,599	$	1.4315	$	46,712	$	1.5394	$	63
Distributions in excess of net investment income	0.2189		13,683		0.2183		6,637		0.2165		8
Total	$	1.8000	$	118,282	$	1.6498	$	53,349	$	1.7559	$	71

The following tables reflect the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its Common Shares for the nine months ended June 30, 2023:

	Class I				Class S
Source of Distribution	Per Share		Amount		Per Share		Amount
Net investment income	$	1.6197	$	32,895	$	1.3563	$	10,027
Distributions in excess of net investment income	0.1203		2,910		0.2344		1,809
Total	$	1.7400	$	35,805	$	1.5907	$	11,836

Share Repurchase Program

At the discretion of the Board of Trustees, during the quarter ended September 30, 2022 the Company commenced a share repurchase program pursuant to which the Company intends to offer to repurchase, in each quarter, up to 5% of Common Shares outstanding (either by number of shares or aggregate NAV) as of the close of the previous calendar quarter. The Board may amend or suspend the share repurchase program at any time if it deems such action to be in the best interest of shareholders. As a result, share repurchases may not be available each quarter. The Company intends to conduct such repurchase offers pursuant to tender offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, and the Investment Company Act. All shares purchased pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

Under the share repurchase program, to the extent the Company offers to repurchase shares in any particular quarter, it is expected to repurchase shares at the expiration of the tender offer at a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter (the “Valuation Date”), except that shares that have a prospective repurchase date that is within the one-year period following the original issue date of the shares will be subject to an early repurchase deduction of 2% of such NAV (an “Early Repurchase Deduction”). The one-year holding period will be deemed satisfied if the shares to be repurchased would have been outstanding for one year or longer as of the subscription closing date immediately following the applicable Valuation Date, which subscription closing date the Company deems the prospective repurchase date for the applicable offer. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders.

47

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

During the nine months ended June 30, 2024, the Company repurchased pursuant to such tender offers an aggregate of 926,792 Class I and 570,987 Class S shares. The following table presents the share repurchases completed during the nine months ended June 30, 2024:

Repurchase Pricing Date	Total Number of Shares Repurchased (all classes)	Percentage of Outstanding Shares Repurchased (1)		Price Paid Per Share		Amount Repurchased (all classes)(2)
December 31, 2023	446,089	0.69	%	$	23.62	$	10,526
March 31, 2024	348,944	0.41	%	23.61		8,217
June 30, 2024	702,746	0.67	%	23.53		16,544

_____________________

(1) Percentage is based on total shares as of the close of the previous calendar quarter.

(2) Amounts shown net of Early Repurchase Deduction, where applicable.

During the nine months ended June 30, 2023, the Company repurchased pursuant to such tender offers an aggregate of 1,692 Class S shares. The following table presents the share repurchases completed during the nine months ended June 30, 2023:

Repurchase Pricing Date	Total Number of Shares Repurchased (all classes)	Percentage of Outstanding Shares Repurchased (1)		Price Paid Per Share		Amount Repurchased (all classes)(2)
June 30, 2023	1,692	—	%	$	23.48	$	39

_____________________

(1) Percentage is based on total shares as of the close of the previous calendar quarter.

(2) Amounts shown net of Early Repurchase Deduction, where applicable.

Note 6. Borrowings

ING Credit Agreement

On March 25, 2022 (the “ING Closing Date”), the Company entered into a senior secured revolving credit agreement (the “ING Credit Agreement”) among the Company, as borrower, the lenders party thereto, and ING Capital LLC (“ING”), as administrative agent.

Effective on and as of May 25, 2022, the Company entered into an incremental commitment and assumption agreement (the “Incremental Commitment and Assumption Agreement”) among the Company, as borrower, the subsidiary guarantor party thereto (the “Subsidiary Guarantor”), ING, as administrative agent and issuing bank, Sumitomo Mitsui Banking Corporation and MUFG Bank, LTD, (together with Sumitomo Mitsui Banking Corporation, the “Assuming Lenders”). Pursuant to the Incremental Commitment and Assumption Agreement, among other things, each Assuming Lender (i) became a Lender (as defined in the ING Credit Agreement) under the ING Credit Agreement and (ii) agreed to make a Commitment (as defined in the ING Credit Agreement) to the Company in the amount of $150 million. The Incremental Commitment and Assumption Agreement increased the aggregate amount of Commitments under the ING Credit Agreement from $150 million to $450 million (the "Maximum Commitment"), subject to the lesser of (i) a borrowing base and (ii) the Maximum Commitment, and provided that, with respect to any lender, its individual commitment is not exceeded. The revolving credit facility has a four year availability period (the “Availability Period”) during which loans may be made and the ING Credit Agreement has a stated maturity dated that is five years from the ING Closing Date (the “Maturity Date”). Following the Availability Period the Company will be required in certain circumstances to prepay loans prior to the Maturity Date. The ING Credit Agreement provides for the issuance of letters of credit during the Availability Period in an aggregate amount of $25 million. Borrowings under the ING Credit Agreement may be used for general corporate purposes, including making investments and permitted distributions.

Effective on and as of October 6, 2022, the Company entered into a subsequent incremental commitment and assumption agreement (the “Subsequent Incremental Commitment and Assumption Agreement”) among the Company, as borrower, the Subsidiary Guarantor, ING, as administrative agent and issuing bank, and Apple Bank For Savings, as an Assuming Lender. Pursuant to the Subsequent Incremental Commitment and Assumption Agreement, Apple Bank For Savings (i) became a

48

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

Lender under the ING Credit Agreement and (ii) agreed to make a Commitment to the Company in the amount of $40 million. The Subsequent Incremental Commitment and Assumption Agreement increased the aggregate amount of Commitments under the ING Credit Agreement from $450 million to $490 million.

Effective on and as of June 28, 2023 (the “New Effective Date”), the Company entered into Amendment No. 1 (the “ING Credit Agreement Amendment”) to the ING Credit Agreement. As a result of the ING Credit Agreement Amendment, the ING Credit Agreement provides for a senior secured revolving credit facility of up to $1,110 million (the “Increased Maximum Commitment”), increased from $490 million, subject to the lesser of (i) a borrowing base and (ii) the Increased Maximum Commitment, and provided that, with respect to any lender, its individual commitment is not exceeded. The revolving credit facility has a four year availability period (the “New Availability Period”) commencing from the New Effective Date during which loans may be made and a stated maturity date that is five years from the New Effective Date (the “New Maturity Date”). Following the New Availability Period, the Company will be required in certain circumstances to prepay loans prior to the New Maturity Date. The ING Credit Agreement provides for the issuance of letters of credit during the New Availability Period in an aggregate amount of $25 million. Borrowings under the ING Credit Agreement may be used for general corporate purposes, including making investments and permitted distributions.

Effective on and as of August 15, 2023, the Company entered into a subsequent incremental commitment and assumption agreement (the “Second Subsequent Incremental Commitment and Assumption Agreement”) among the Company, as borrower, the Subsidiary Guarantor, ING, as administrative agent and issuing bank, and Deutsche Bank AG, New York Branch and US Bank National Association, as Assuming Lenders. Pursuant to the Subsequent Incremental Commitment and Assumption Agreement, the Assuming Lenders (i) became Lenders under the ING Credit Agreement and (ii) agreed to make a Commitment to the Company in the aggregate amount of $75 million. The Second Subsequent Incremental Commitment and Assumption Agreement increased the aggregate amount of Commitments under the ING Credit Agreement from $1,110 million to $1,185 million.

All obligations under the ING Credit Agreement are secured by a first-priority security interest (subject to certain exceptions) in substantially all of the present and future property and assets of the Company and of the sole current and certain future subsidiaries of the Company and guaranteed by such subsidiaries.

Borrowings under the ING Credit Agreement shall be denominated in U.S. Dollars and bore, prior to the New Effective Date, interest at a rate per annum equal to either (1) SOFR, as adjusted, plus 1.875% per annum or (2) the alternative base rate (which is the greatest of the (a) prime rate, (b) the federal funds effective rate plus ½ of 1%, (c) the overnight bank funding rate plus ½ of 1%, (d) certain rates based on SOFR and (e) 0) (“ABR”) plus 0.875% per annum. On and after the New Effective Date, borrowings under the ING Credit Agreement bear interest at a rate per annum equal to either (1) the SOFR, as adjusted, plus 2.15% per annum, or, following the first year after the New Effective Date, plus 2.05% per annum if the Company has and maintains an investment grade credit rating or (2) the alternative base rate (which is the greatest of the (a) prime rate, (b) the federal funds effective rate plus ½ of 1%, (c) the overnight bank funding rate plus ½ of 1%, (d) certain rates based on SOFR and (e) 0) (“ABR”) plus 1.15% per annum or, following the first year after the New Effective Date, plus 1.05% per annum if the Company has and maintains investment grade credit rating. The Company may elect either an ABR or SOFR borrowing at each drawdown request, and loans may be converted from one rate to another at any time at the Company’s option, subject to certain conditions. Prior to the New Effective Date, the Company paid a commitment fee at a rate of 0.375% per annum on the daily unused portion of the aggregate commitments under the ING Credit Agreement. On and after the New Effective Date, the Company will pay a commitment fee at a rate of 0.375% per annum on the daily unused portion of the aggregate commitments under the ING Credit Agreement, subject to increase to 1.00% per annum on the daily unused amount if the daily unused amount is greater than or equal to 65% of the aggregate commitments under the ING Credit Agreement.

At any time during the New Availability Period, the Company may propose an increase in the Increased Maximum Commitment to an amount not to exceed the greater of (a) $1,250.0 million and (b) 150% of shareholders’ equity as of the date on which such increased amount is to be effective, subject to certain conditions, including the consent of the lenders to increase their commitments and of ING.

The Company has made customary representations and warranties and is required to comply with various affirmative and negative covenants, reporting requirements and other customary requirements for similar credit facilities. Borrowings under the ING Credit Agreement are subject to the leverage restrictions contained in the Investment Company Act.

The ING Credit Agreement contains customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an event of default, ING may terminate the commitments and declare the outstanding loans and all other obligations under the ING Credit Agreement immediately due and payable.

49

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

As of June 30, 2024 and September 30, 2023, the Company had $580.0 million and $320.0 million outstanding under the ING Credit Agreement. For the nine months ended June 30, 2024 and June 30, 2023, the Company’s borrowings under the ING Credit Agreement bore interest at a weighted average rate of 7.71% and 6.55%, respectively. The Company recorded $10,275 and $28,985 of interest expense (inclusive of fees) related to the ING Credit Agreement for the three and nine months ended June 30, 2024, respectively. The Company recorded $3,999 and $10,018 of interest expense (inclusive of fees) related to the ING Facility for the three and nine months ended June 30, 2023, respectively.

JPM SPV Facility

On February 24, 2023 (the “JPM Closing Date”), the Company entered into a loan and security agreement (as amended and/or restated, from time to time, the “JPM Loan and Security Agreement”) among OSCF Lending SPV, LLC (“OSCF Lending SPV”), a wholly owned subsidiary of the Company, as borrower, the Company, as parent and servicer, Citibank, N.A., as collateral agent and securities intermediary, Virtus Group, LP, as collateral administrator, the lenders party thereto, and JPMorgan Chase Bank, National Association (“JPM”), as administrative agent, pursuant to which JPM agreed to extend credit to OSCF Lending SPV in an aggregate principal amount up to $500 million.

The JPM Loan and Security Agreement provides for a senior secured revolving credit facility that has a reinvestment period ending May 29, 2027 and a stated maturity date of May 29, 2029. Subject to certain conditions, including consent of the lenders and JPM, as administrative agent, at any time during the reinvestment period, OSCF Lending SPV may propose one or more increases in the JPM Maximum Commitment up to an amount not to exceed $1.0 billion. Borrowings under the JPM Loan and Security Agreement shall be denominated in U.S. Dollars and bear interest at a rate per annum equal to the forward-looking term rate with a three-month tenor, based on the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a successor administrator), and as published by CME Group Benchmark Administration Limited (or a successor administrator), plus 2.50%.

The obligations of OSCF Lending SPV under the JPM Loan and Security Agreement are secured by all of the assets held by OSCF Lending SPV, including certain loans sold or to be sold or transferred or to be transferred by the Company to OSCF Lending SPV (such loans, the “Loans”) pursuant to the terms of the Sale and Participation Agreement, dated as of the JPM Closing Date (the “JPM Sale Agreement” and, together with the JPM Loan and Security Agreement, the “JPM Agreements”), between OSCF Lending SPV, as buyer, and the Company, as seller, pursuant to which the Company will sell Loans to OSCF Lending SPV from time to time. Under the Agreements, the Company and OSCF Lending SPV, as applicable, have made representations and warranties regarding the Loans, as well as their businesses, and are required to comply with various covenants, servicing procedures, limitations on the disposition of Loans, reporting requirements and other customary requirements for similar revolving funding facilities.

Borrowings under the JPM Loan and Security Agreement are subject to various covenants under the JPM Agreements as well as the asset coverage requirement contained in the Investment Company Act.

As of June 30, 2024 and September 30, 2023, OSCF Lending SPV had $230.0 million and $125.0 million outstanding under the JPM Loan and Security Agreement, respectively. For the nine months ended June 30, 2024 and June 30, 2023, OSCF Lending SPV’s borrowings under the JPM Loan and Security Agreement bore interest at a weighted average rate of 8.43% and 7.97%, respectively. The Company recorded $5,203 and $13,032 of interest expense (inclusive of fees) related to the JPM Loan and Security Agreement for the three and nine months ended June 30, 2024, respectively. The Company recorded $1,216 and $1,577 of interest expense (inclusive of fees) related to the JPM Loan and Security Agreement for the three and nine months ended June 30, 2023, respectively.

SMBC SPV Facility

Effective on and as of September 29, 2023 (the “SMBC Closing Date”), the Company entered into a loan and security agreement (as amended and/or restated, from time to time, the “SMBC Loan and Security Agreement”) among OSCF Lending III SPV, LLC (“OSCF Lending III SPV”), a wholly owned subsidiary of the Company, as borrower, the Company, as transferor and servicer, Citibank, N.A., as the account bank, Virtus Group, LP, as collateral custodian, the lenders party thereto, and Sumitomo Mitsui Banking Corporation (“SMBC”), as administrative agent and collateral agent, pursuant to which SMBC agreed to extend credit to OSCF Lending III SPV in an aggregate principal amount up to $150 million at any one time outstanding.

50

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

Effective on and as of December 22, 2023, the Company entered into the First Amendment to Loan and Servicing Agreement among OSCF Lending III SPV, the Company, Citibank, N.A., Virtus Group, LP and SMBC, which amended the SMBC Loan and Security Agreement to adjust the concentration limits set forth therein for certain large middle market loan assets that do not contain a maintenance covenant.

The SMBC Loan and Security Agreement provides for a senior secured revolving credit facility that has a three-year reinvestment period (the “SMBC Availability Period”) and a stated maturity date that is five years after the SMBC Closing Date. Borrowings under the SMBC Loan and Servicing Agreement shall be denominated in U.S. Dollars and bear interest at a rate per annum equal to, at the request of OSCF Lending III SPV, either (1) SOFR plus 2.45% up to and including 3.00% depending on the collateral securing the facility or (2) the base rate (which is the greatest of the (a) prime rate, (b) federal funds effective rate plus 1/2 of 1%, (c) zero (0%) and (d) one month SOFR plus 1%) plus 1.45% up to and including 2.00% depending on the collateral securing the facility. The Company is required to pay a non-usage fee of 0.50% on undrawn borrowings during the first three months of the facility and thereafter 0.50% or 0.75% during the remainder of the SMBC Availability Period depending on amounts borrowed by the Company under the facility.

The obligations of OSCF Lending III SPV under the SMBC Loan and Security Agreement are secured by all of the assets held by OSCF Lending III SPV, including certain loans sold or to be sold or transferred or to be transferred by the Company to OSCF Lending SPV (such loans, the “SMBC Transferred Loans”) pursuant to the terms of the Sale and Participation Agreement, dated as of the SMBC Closing Date (the “SMBC Sale Agreement” and, together with the SMBC Loan and Security Agreement, the “SMBC Agreements”), between OSCF Lending III SPV, as buyer, and the Company, as seller, pursuant to which the Company will sell SMBC Transferred Loans to OSCF Lending III SPV from time to time. Under the SMBC Agreements, the Company and OSCF Lending SPV, as applicable, have made representations and warranties regarding the SMBC Transferred Loans, as well as their businesses, and are required to comply with various covenants, servicing procedures, limitations on the disposition of SMBC Transferred Loans, reporting requirements and other customary requirements for similar revolving funding facilities.

Borrowings under the SMBC Loan and Security Agreement are subject to various covenants under the SMBC Agreements as well as the asset coverage requirement contained in the Investment Company Act.

As of June 30, 2024, the Company had $100.0 million outstanding under the SMBC Loan and Security Agreement. For the nine months ended June 30, 2024, the Company’s borrowings under the SMBC Loan and Security Agreement bore interest at a weighted average rate of 8.31%. The Company recorded $820 and $2,689 of interest expense (inclusive of fees) related to the SMBC Loan and Security Agreement for the three and nine months ended June 30, 2024, respectively.

CIBC SPV Facility

Effective on and as of November 21, 2023 (the “CIBC Closing Date”), the Company entered into a loan and servicing agreement (as amended and/or restated, from time to time, the “CIBC Loan and Servicing Agreement”) among OSCF Lending V SPV, LLC (“OSCF Lending V SPV”), a wholly owned subsidiary of the Company, as borrower, the Company, as transferor and servicer, Computershare Trust Company, N.A., as securities intermediary, collateral custodian, collateral agent and collateral administrator, the lenders party thereto, and Canadian Imperial Bank of Commerce (“CIBC”), as administrative agent, pursuant to which CIBC agreed to extend credit to OSCF Lending V SPV in an aggregate principal amount up to $150 million (the “ CIBC Maximum Commitment”) at any one time outstanding.

The CIBC Loan and Servicing Agreement provides for a senior secured revolving credit facility that has a two-year reinvestment period (the “CIBC Availability Period”) and a stated maturity date that is two years after the CIBC Closing Date. Subject to certain conditions, including consent of the lenders and CIBC as administrative agent, during the CIBC Availability Period, OSCF Lending V SPV may propose up to four increases in the CIBC Maximum Commitment up to an amount not to exceed $500 million in the aggregate. On April 26, 2024, the Company increased the CIBC Maximum Commitment to $350 million.

Borrowings under the CIBC Loan and Servicing Agreement shall be denominated in U.S. Dollars and bear interest at a rate per annum equal to, at the request of OSCF Lending V SPV, as borrower, either (1) the SOFR, plus 1.95% or (2) the base rate (which is the greatest of the (a) prime rate, (b) federal funds effective rate plus 1/2 of 1%, (c) zero (0%) and (d) one month SOFR plus 1%) plus 0.95%. The applicable spread otherwise in effect shall be increased by 2% per annum after the stated maturity date or when an event of default has occurred and is continuing. The Company is required to pay a non-usage fee of 0.50% on undrawn borrowings beginning eight months after the CIBC Closing Date.

51

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

The obligations of OSCF Lending V SPV under the CIBC Loan and Security Agreement are secured by all of the assets held by OSCF Lending V SPV, including loans it has made or acquired (the “OSCF Lending V SPV Loans”). Under the Loan and Servicing Agreement, OSCF Lending V SPV, as borrower, and the Company, as servicer, have made representations and warranties regarding the OSCF Lending V SPV Loans, as well as the borrower’s and servicer’s businesses, and are required to comply with various covenants, servicing procedures, limitations on the disposition of the OSCF Lending V SPV Loans, reporting requirements and other customary requirements for similar revolving funding facilities.

The CIBC Loan and Servicing Agreement contains customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an event of default, CIBC, as administrative agent, may terminate the commitments and declare the outstanding borrowings and all other obligations under the CIBC Loan and Servicing Agreement immediately due and payable.

Borrowings under the CIBC Loan and Servicing Agreement are subject to various covenants as well as the asset coverage requirement contained in the Investment Company Act.

As of June 30, 2024, the Company had $225.0 million outstanding under the CIBC Loan and Servicing Agreement. For the nine months ended June 30, 2024, the Company’s borrowings under the CIBC Loan and Servicing Agreement bore interest at a weighted average rate of 7.40%. The Company recorded $4,334 and $4,572 of interest expense (inclusive of fees) related to the CIBC Loan and Servicing Agreement for the three and nine months ended June 30, 2024, respectively.

DBNY SPV Facility

On February 15, 2024 (the “DBNY Closing Date”), the Company entered into a loan financing and servicing agreement (the “DBNY Loan Financing and Servicing Agreement”), among OSCF Lending IV SPV, LLC (“OSCF Lending IV SPV”), a wholly owned subsidiary of the Company, as borrower, the Company, as servicer and equityholder, the lenders party thereto, Deutsche Bank AG, New York Branch (“DBNY”), as facility agent, the other agents parties thereto and Deutsche Bank National Trust Company, as collateral agent and collateral custodian, pursuant to which DBNY has agreed to extend credit to OSCF Lending IV SPV in an aggregate principal amount up to $300 million (the “DBNY Facility Amount”) at any one time outstanding.

The DBNY Loan Financing and Servicing Agreement provides for a senior secured revolving credit facility that has a three-year reinvestment period (the “DBNY Availability Period”). Borrowings under the DBNY Loan Financing and Servicing Agreement shall be denominated in EUR, AUD, CAD, GBP or USD and bear interest at a rate per annum equal to the sum of, for any accrual period and any lender, (i) the applicable margin and (ii) the cost of funds rate for such accrual period and such lender. The applicable margin will be 2.40% per annum prior to the end of the DBNY Availability Period and 3.05% per annum thereafter; provided that, on and after the occurrence of any Event of Default (as defined in the DBNY Loan Financing and Servicing Agreement), the applicable margin shall be increased by 2.00% per annum. The cost of funds rate will be, (a) for each conduit lender, the lower of (x) such conduit lender’s Commercial Paper Rate (as defined in the DBNY Loan Financing and Servicing Agreement) and (y) the SOFR for a three-month tenor as quoted by CME Group Benchmark Administration Limited (which shall in no event be lower than 0.25%), and (b) for each committed lender, the base rate determined by reference to the applicable benchmark index depending on the currency denomination of the advances.

The obligations of OSCF Lending IV SPV under the DBNY Loan Financing and Servicing Agreement are secured by all of the assets held by OSCF Lending IV SPV, including loans it has made or acquired (the “OSCF Lending IV SPV Loans”), except for certain Retained Interests (as defined in the DBNY Loan Financing and Servicing Agreement). Under the Loan Financing and Servicing Agreement, OSCF Lending IV SPV, as borrower, and the Company, as servicer, have made representations and warranties regarding the OSCF Lending IV SPV Loans, as well as our businesses, and are required to comply with various covenants, servicing procedures, limitations on the disposition of the OSCF Lending IV SPV Loans, reporting requirements and other customary requirements for similar revolving funding facilities. Borrowings under the DBNY Loan Financing and Servicing Agreement are subject to various covenants under the DBNY Loan Financing and Servicing Agreement.

The DBNY Loan Financing and Servicing Agreement contains customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an event of default, DBNY, as facility agent, may terminate the commitments and declare the outstanding borrowings and all other obligations under the DBNY Loan Financing and Servicing Agreement immediately due and payable.

52

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

Subject to certain conditions, including consent of DBNY, as facility agent, OSCF Lending IV SPV may (i) propose increases in the DBNY Facility Amount up to an amount not to exceed $1.0 billion in the aggregate, (ii) add additional lender groups and/or (iii) increase the commitment of any lender group with the consent of such lender group. The DBNY Facility Amount may, subject to certain conditions, including consent of DBNY, as facility agent, be so increased to $400 million on the earlier of (x) the six-month anniversary of the DBNY Closing Date and (y) the date selected by OSCF Lending IV SPV (via written notice to DBNY, as facility agent) to so increase the DBNY Facility Amount.

As of June 30, 2024, the Company had $100.0 million outstanding under the DBNY Loan Financing and Serving Agreement. For the nine months ended June 30, 2024, the Company’s borrowings under the DBNY Loan Financing and Servicing Agreement bore interest at a weighted average rate of 7.70%. The Company recorded $1,887 and $2,002 of interest expense (inclusive of fees) related to the DBNY Loan Financing and Serving Agreement for the three and nine months ended June 30, 2024, respectively.

MS SPV Facility

On February 23, 2024 (the “MS Closing Date”), the Company entered into a loan and servicing agreement (the “MS Loan and Servicing Agreement”), among OSCF Lending II SPV, LLC (“OSCF Lending II SPV”), a wholly owned subsidiary of us, as borrower, the Company, as transferor and servicer, Citibank, N.A., as the collateral agent, account bank and collateral custodian, Virtus Group, LP, as collateral administrator, each of the lenders from time to time party thereto, and Morgan Stanley Asset Funding, Inc. (“MS”), as the administrative agent, pursuant to which MS has agreed to extend credit to OSCF Lending II SPV in an aggregate principal amount up to $200 million (the “MS Maximum Commitment”) at any one time outstanding.

The MS Loan and Servicing Agreement provides for a senior secured revolving credit facility that has a three-year reinvestment period (the “MS Availability Period”) and a stated maturity date that is five years after the MS Closing Date. Advances under the MS Loan and Servicing Agreement shall be denominated in U.S. Dollars and bear interest at a rate per annum equal to SOFR plus 2.35% during the MS Availability Period and 2.85% thereafter; provided that the applicable margin shall be increased by 2.00% per annum (i) during the existence of a Specified Event of Default (as defined in the MS Loan and Servicing Agreement), (ii) upon written notice from MS, as administrative agent (at the direction of required lenders) to OSCF Lending II SPV and us during the existence of any other Event of Default (as defined in the MS Loan and Servicing Agreement) or (iii) after a Facility Maturity Date (as defined in the MS Loan and Servicing Agreement).

The obligations of OSCF Lending II SPV under the MS Loan and Servicing Agreement are secured by all of the assets held by OSCF Lending II SPV, including certain loans it has made or acquired (such loans, the “OSCF Lending II SPV Loans”), except for certain Retained Interests (as defined in the MS Loan and Servicing Agreement). Under the MS Loan and Servicing Agreement, OSCF Lending II SPV, as borrower, and the Company, as servicer, have made representations and warranties regarding the OSCF Lending II SPV Loans, as well as the Company's businesses, and are required to comply with various covenants, servicing procedures, limitations on the disposition of Loans, reporting requirements and other customary requirements for similar revolving funding facilities.

The MS Loan and Servicing Agreement contains customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an event of default, MS, as administrative agent may terminate the commitments and declare the outstanding loans and all other obligations under the MS Loan and Servicing Agreement immediately due and payable.

Borrowings under the MS Loan and Servicing Agreement are subject to various covenants under the MS Loan and Servicing Agreement as well as the asset coverage requirement contained in the Investment Company Act.

As of June 30, 2024, the Company had $25.0 million outstanding under the MS Loan and Serving Agreement. For the nine months ended June 30, 2024, the Company’s borrowings under the MS Loan and Servicing Agreement bore interest at a weighted average rate of 7.69%. The Company recorded $602 and $686 of interest expense (inclusive of fees) related to the MS Loan and Serving Agreement for the three and nine months ended June 30, 2024, respectively.

53

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

2028 Unsecured Notes

On November 14, 2023, the Company issued $350 million aggregate principal amount of its 8.400% Notes due 2028 (the “2028 Unsecured Notes”) in a transaction exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act pursuant to an indenture, dated as of November 14, 2023 (the “Base Indenture”), between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Notes Trustee”), and (2) a first supplemental indenture (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”) to the Base Indenture.

The 2028 Unsecured Notes mature on November 14, 2028, unless previously redeemed or repurchased in accordance with their terms. The 2028 Unsecured Notes bear interest at a rate of 8.400% per year payable semi-annually in arrears on May 14 and November 14 of each year, commencing on May 14, 2024. The 2028 Unsecured Notes are the Company’s direct, unsecured obligations and rank senior in right of payment to its future indebtedness that is expressly subordinated in right of payment to the 2028 Unsecured Notes; equal in right of payment to its existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of its secured indebtedness (including existing unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by its subsidiaries, financing vehicles or similar facilities.

The Indenture contains certain covenants, including a covenant requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the Investment Company Act, or any successor provisions, but giving effect to any exemptive relief granted to the Company by the SEC and to provide financial information to the holders of the 2028 Unsecured Notes and the Notes Trustee if the Company should no longer be subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are set forth in the Indenture.

In connection with the 2028 Unsecured Notes, the Company entered into an interest rate swap to more closely align the interest rate payable on the 2028 Unsecured Notes with its investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 8.400% and pays a floating interest rate of the three-month SOFR plus 4.0405% on a notional amount of $350 million.

The below table presents the components of the carrying value of the 2028 Notes as of June 30, 2024:

($ in millions)
Principal	$	350.0
Unamortized financing costs	(3.8)
Unaccreted discount	(1.5)
Interest rate swap fair value adjustment	1.4
Net carrying value	$	346.1
Fair Value	$	373.0

The below table presents the components of interest and other debt expenses related to the 2028 Notes for the three and nine months ended June 30, 2024:

($ in millions)	Three months ended June 30, 2024			Nine months ended June 30, 2024
Coupon interest	$	7.4		$	18.5
Amortization of financing costs and discount	0.3			0.8
Effect of interest rate swap	0.9			2.4
Total interest expense	$	8.6		$	21.7
Coupon interest rate (net of effect of interest rate swaps)	9.360		%	9.380		%

54

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

Note 7. Taxable/Distributable Income

Taxable income differs from net increase (decrease) in net assets resulting from operations primarily due to: (1) unrealized appreciation (depreciation) on investments and foreign currency, as gains and losses are not included in taxable income until they are realized, (2) organizational and deferred offering costs and (3) the capital gains incentive fee accrual.

Presented below is a reconciliation of net increase (decrease) in net assets resulting from operations to taxable income for the three and nine months ended June 30, 2024 and 2023:

	Three months ended June 30, 2024		Three months ended June 30, 2023		Nine months ended June 30, 2024		Nine months ended June 30, 2023
Net increase (decrease) in net assets resulting from operations	$	58,227	$	25,144	$	167,638	$	49,751
Net unrealized (appreciation) depreciation	3,198		(6,783)		(13,066)		(11,995)
Book/tax difference due to capital gains incentive fees	(427)		—		2,033		—
Other book/tax differences	1,025		654		(4,234)		1,250
Taxable income (1)	$	62,023	$	19,015	$	152,371	$	39,006

__________________

(1)The Company's taxable income for the three and nine months ended June 30, 2024 is an estimate and will not be finally determined until the Company files its tax return for the fiscal year ending September 30, 2024. The final taxable income may be different than the estimate.

For the three months ended June 30, 2024, the Company recognized a total provision for income tax expense of $158, which was comprised of a current tax expense of $156 and a deferred tax expense of $2. For the three months ended June 30, 2023, the Company recognized a total provision for income tax expense of $71, which was comprised of a current tax expense of $97 and a deferred income tax benefit of $26 that resulted from unrealized depreciation on investments held by the Company's wholly-owned taxable subsidiaries.

For the nine months ended June 30, 2024, the Company recognized a total provision for income tax expense of $543, which was comprised of a current tax expense of $541 and a deferred tax expense of $2. For the nine months ended June 30, 2023, the Company recognized a total provision for income tax expense of $176, which was comprised of a current tax expense of $219 and a deferred income tax benefit of $43 that resulted from unrealized depreciation on investments held by the Company's wholly-owned taxable subsidiaries.

As of September 30, 2023, the Company's last tax year end, the components of accumulated overdistributed earnings on a tax basis were as follows:

Overdistributed ordinary income, net	$	(7,672)
Net realized capital losses	(2,585)
Unrealized gains, net	2,508
Accumulated overdistributed earnings	$	(7,749)

The aggregate cost of investments for U.S. federal income tax purposes was $1,926.3 million as of September 30, 2023. As of September 30, 2023, the aggregate gross unrealized appreciation for all investments in which there was an excess of value over cost for U.S. federal income tax purposes was $23.8 million. As of September 30, 2023, the aggregate gross unrealized depreciation for all investments in which there was an excess of cost for U.S. federal income tax purposes over value was $21.3 million. Net unrealized appreciation based on the aggregate cost of investments for U.S. federal income tax purposes was $2.5 million.

Note 8. Concentration of Credit Risks

The Company deposits its cash with financial institutions and at times such balances may be in excess of the FDIC insurance limit. The Company limits its exposure to credit loss by depositing its cash with high credit quality financial institutions and monitoring their financial stability.

55

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

Note 9. Related Party Transactions

Investment Advisory Agreement

Effective as of February 3, 2022, the Company has entered into the Investment Advisory Agreement with the Adviser. The Company will pay the Adviser a fee for its services consisting of two components: a management fee and an incentive fee.

Management Fee

Under the Investment Advisory Agreement, the management fee is payable monthly in arrears at an annual rate of 1.25% of the value of the Company's net assets as of the beginning of the first calendar day of the applicable month. For purposes of calculating the management fee, net assets means the Company's total net assets determined on a consolidated basis in accordance with GAAP. For the first calendar month in which the Company had operations, net assets were measured as of June 1, 2022, the date on which the Company broke escrow. In addition, the Adviser waived its management fee through November 2022, the first six months following June 1, 2022, the date on which the Company broke escrow for its continuous offering. For the three and nine months ended June 30, 2024, base management fees were $8,630 and $21,628, respectively, none of which was waived. For the three months ended June 30, 2023, base management fees were $2,817, none of which was waived. For the nine months ended June 30, 2023, base management fees were $6,183, of which $877 was waived.

Incentive Fee

The Incentive Fee consists of two parts: the Investment Income Incentive Fee and the Capital Gains Incentive Fee (each defined below) (collectively referred to as the "Incentive Fee").

Investment Income Incentive Fee

The Investment Income Incentive Fee is calculated based on the Company’s Pre-Incentive Fee Net Investment Income, which means consolidated interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company's operating expenses accrued for the quarter (including the management fee, expenses payable under the Administration Agreement entered into between the Company and the Administrator, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the Incentive Fee and any distribution and/or shareholder servicing fees).

Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero-coupon securities), accrued income that has not yet been received in cash. For the avoidance of doubt, Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The impact of any expense support payments and recoupments are also excluded from Pre-Incentive Fee Net Investment Income.

Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Company's net assets at the end of the immediately preceding quarter, is compared to a hurdle of 1.25% per quarter (5.0% annualized) (the “Hurdle Rate”). The Company will pay the Adviser an incentive fee quarterly in arrears with respect to the Company's Pre-Incentive Fee Net Investment Income in each calendar quarter as follows:

•Hurdle Rate Return: No incentive fee based on Pre-Incentive Fee Net Investment Income in any calendar quarter in which the Company's Pre-Incentive Fee Net Investment Income does not exceed the Hurdle Rate;

•Catch-Up: 100% of the Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Rate but is less than a 1.4286% (5.714% annualized) rate of return in any such calendar quarter (the “Catch-Up”), which is intended to provide the Adviser with approximately 12.5% of the Pre-Incentive Fee Net Investment Income as if the Hurdle Rate did not apply, if the Pre-Incentive Fee Net Investment Income exceeds the Hurdle Rate in any calendar quarter; and

•87.5/12.5 Split: 12.5% of the Pre-Incentive Fee Net Investment Income, if any, that exceeds a 1.4286% (5.714% annualized) rate of return in such calendar quarter so that once the Hurdle Rate is reached and the Catch-Up is achieved, 12.5% of the Pre-Incentive Fee Net Investment Income thereafter is allocated to

the Adviser.

56

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

The Adviser waived the Investment Income Incentive Fee through November 2022, the first six months following June 1, 2022, the date on which the Company broke escrow for its continuous offering.

For the three and nine months ended June 30, 2024, the Investment Income Incentive Fee was $9,020 and $22,754, respectively, none of which was waived. For the three months ended June 30, 2023, the Investment Income Incentive Fee was $2,835, none of which was waived. For the nine months ended June 30, 2023, the Investment Income Incentive Fee was $5,808, of which $765 was waived.

Capital Gains Incentive Fee

In addition to the Investment Income Incentive Fee described above, commencing on September 30, 2022, the Adviser is entitled to receive a Capital Gains Incentive Fee (as defined below) under the Investment Advisory Agreement. The Capital Gains Incentive Fee is determined and payable in arrears as of the end of each fiscal year. The Capital Gains Incentive Fee is equal to 12.5% of the realized capital gains, if any, on a cumulative basis from inception through the end of each fiscal year, computed net of all realized capital losses on a cumulative basis and unrealized capital depreciation, less the aggregate amount of any previously paid Capital Gains Incentive Fee, provided, that the Capital Gains Incentive Fee determined as of September 30, 2022 is calculated for a period of shorter than 12 calendar months to take into account any realized capital gains computed net of all realized capital losses and unrealized capital depreciation from the date of inception through the end of the fiscal year 2022 (the “Capital Gains Incentive Fee”). The payment obligation with respect to the Capital Gains Incentive Fee is allocated in the same manner across the Class S shares, Class D shares and Class I shares. As of June 30, 2024, the Company did not incur any Capital Gains Incentive Fees under the Investment Advisory Agreement.

Although the Capital Gains Incentive Fee due to the Adviser is not payable until it is contractually due based on the Investment Advisory Agreement, the Company accrues this component at the end of each reporting period based on the Company’s realized capital gains, if any, on a cumulative basis from inception through the end of each reporting period, computed net of all realized capital losses on a cumulative basis and unrealized capital depreciation, less the aggregate amount of any previously paid Capital Gains Incentive Fee, as contractually included in the calculation of the Capital Gains Incentive Fee, plus the cumulative amount of unrealized capital appreciation. If such amount is positive at the end of a period, then the Company will accrue an incentive fee equal to 12.5% of such amount. If such amount is negative, then there will be no accrual for such period or an appropriate reduction in any amount previously accrued. U.S. GAAP requires that the Capital Gains Incentive Fee accrual consider cumulative unrealized capital appreciation in the calculation, as a Capital Gains Incentive Fee would be payable if such unrealized capital appreciation were realized. There can be no assurance that such unrealized capital appreciation will be realized in the future. For the three and nine months ended June 30, 2024, there were $(427) and $2,033 of accrued Capital Gains Incentive Fees, respectively. For the three and nine months ended June 30, 2023, there were no accrued Capital Gains Incentive Fees. As of June 30, 2024, there were $2,310 of Capital Gains Incentive Fees accrued since inception.

Administration Agreement

Effective as of February 3, 2022, the Company has entered into an Administration Agreement (as amended and restated, the “Administration Agreement”) with Oaktree Fund Administration, LLC (the “Administrator”), an affiliate of the Adviser. Pursuant to the Administration Agreement, the Administrator furnishes the Company with office facilities (certain of which are located in buildings owned by a Brookfield affiliate), equipment and clerical, bookkeeping and record keeping services at such facilities. Under the Administration Agreement, the Administrator performs, or oversees the performance of, the Company’s required administrative services, which include, among other things, providing assistance in accounting, legal, compliance, operations, technology and investor relations, and being responsible for the financial records that the Company is required to maintain and preparing reports to shareholders and reports filed with the SEC. In addition, the Administrator assists the Company in determining and publishing the NAV, overseeing the preparation and filing of tax returns and the printing and dissemination of reports to the Company’s shareholders, and generally overseeing the payment of expenses and the performance of administrative and professional services rendered to the Company by others.

Payments under the Administration Agreement are equal to an amount that reimburses the Administrator for its costs and expenses incurred in performing its obligations under the Administration Agreement and providing personnel and facilities. The Company bears all of the costs and expenses of any sub-administration agreements that the Administrator enters into.

For the avoidance of doubt, the Company bears its allocable portion of the costs of the compensation, benefits, and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services under the Administration Agreement, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Administrator or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. The Company reimburses the Administrator (or its affiliates) for an allocable portion of the compensation paid by the Administrator (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated

57

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

basis, to the Company’s business and affairs and to acting on the Company’s behalf). The Company's Board reviews the fees payable under the Administration Agreement to determine that these fees are reasonable and comparable to administrative services charged by unaffiliated third parties.

For the three months ended June 30, 2024, the Company incurred $478 of expenses under the Administration Agreement, of which $377 was included in administrator expense, $80 was included in general and administrative expenses and $21 was included in organization expenses and amortization of continuous offering costs on the Consolidated Statements of Operations. For the nine months ended June 30, 2024, the Company incurred $1,389 of expenses under the Administration Agreement, of which $1,096 was included in administrator expense, $242 was included in general and administrative expenses and $51 was included in organization expenses and amortization of continuous offering costs on the Consolidated Statements of Operations. For the three months ended June 30, 2023, the Company incurred $349 of expenses under the Administration Agreement, of which $267 was included in administrator expense, $58 was included in general and administrative expenses and $24 was included in organization expenses and amortization of offering costs on the Consolidated Statements of Operations. For the nine months ended June 30, 2023, the Company incurred $889 of expenses under the Administration Agreement, of which $711 was included in administrator expense, $146 was included in general and administrative expenses and $32 was included in organization expenses and amortization of offering costs on the Consolidated Statements of Operations.

Certain Terms of the Investment Advisory Agreement and Administration Agreement

Each of the Investment Advisory Agreement and the Administration Agreement is effective as of February 3, 2022. Unless earlier terminated as described below, each of the Investment Advisory Agreement and the Administration Agreement will remain in effect for a period of two years from the date it first becomes effective and will remain in effect from year-to-year thereafter if approved annually by a majority of the Board or by the holders of a majority of the Company’s outstanding voting securities and, in each case, a majority of the independent Trustees. The Company may terminate the Investment Advisory Agreement or the Administration Agreement, without payment of any penalty, upon 60 days’ written notice. In addition, without payment of any penalty, the Adviser may terminate the Investment Advisory Agreement upon 120 days’ written notice and the Administrator may terminate the Administration Agreement upon 60 days’ written notice. The Investment Advisory Agreement will automatically terminate in the event of its assignment within the meaning of the Investment Company Act and related SEC guidance and interpretations.

Distribution Manager Agreement

Effective as of February 3, 2022, the Company has entered into a Distribution Manager Agreement (as amended and restated, the “Distribution Manager Agreement”) with Brookfield Oaktree Wealth Solutions LLC (the “Distribution Manager”), an affiliate of the Adviser. Under the terms of the Distribution Manager Agreement, the Distribution Manager serves as the distribution manager for the Company’s initial offering of Common Shares. The Distribution Manager is entitled to receive distribution and/or shareholder servicing fees monthly in arrears at an annual rate of 0.85% of the value of the Company’s net assets attributable to Class S shares as of the beginning of the first calendar day of the month. The Distribution Manager is entitled to receive distribution and/or shareholder servicing fees monthly in arrears at an annual rate of 0.25% of the value of the Company’s net assets attributable to Class D shares as of the beginning of the first calendar day of the month. No distribution and/or shareholding servicing fees are paid with respect to Class I shares. The distribution and/or shareholder servicing fees are payable to the Distribution Manager, but the Distribution Manager anticipates that all or a portion of the shareholder servicing fees will be retained by, or reallowed (paid) to, participating broker-dealers.

The Company will cease paying the shareholder servicing and/or distribution fee on the Class S shares and Class D shares on the earlier to occur of the following: (i) a listing of Class I shares, (ii) a merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of the Company's assets or (iii) the date following the completion of the primary portion of the initial offering on which, in the aggregate, underwriting compensation from all sources in connection with the initial offering, including the shareholder servicing and/or distribution fee and other underwriting compensation, is equal to 10% of the gross proceeds from the initial offering. In addition, consistent with the exemptive relief allowing the Company to offer multiple classes of shares, at the end of the month in which the Distribution Manager in conjunction with the transfer agent determines that total transaction or other fees, including upfront placement fees or brokerage commissions, and shareholder servicing and/or distribution fees paid with respect to the shares held in a shareholder’s account would exceed, in the aggregate, 10% of the gross proceeds from the sale of such shares (or a lower limit as determined by the Distribution Manager or the applicable selling agent), the Company will cease paying the shareholder servicing and/or distribution fee on the Class S shares and Class D shares in such shareholder’s account. Compensation paid with respect to the shares in a shareholder’s account will be allocated among each share such that the compensation paid with respect to each individual share will not exceed 10% of the offering price of such share. The Company may modify this requirement in a manner that is consistent with applicable exemptive relief. At the end of such month, the applicable Class S shares or Class D shares in such

58

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

shareholder’s account will convert into a number of Class I shares (including any fractional shares), with an equivalent aggregate NAV as such Class S or Class D shares.

The Distribution Manager is a broker-dealer registered with the SEC and is a member of the Financial Industry Regulatory Authority (“FINRA”).

Either party may terminate the Distribution Manager Agreement upon 60 days’ written notice to the other party or immediately upon notice to the other party in the event such other party failed to comply with a material provision of the Distribution Manager Agreement. The Company's obligations under the Distribution Manager Agreement to pay the shareholder servicing and/or distribution fees with respect to the Class S and Class D shares will survive termination of the agreement until such shares are no longer outstanding (including such shares that have been converted into Class I shares, as described above).

Distribution and Servicing Plan

Effective as of February 3, 2022, the Company established a distribution and servicing plan (as amended and restated, the “Distribution and Servicing Plan”). The following table shows the shareholder servicing and/or distribution fees the Company pays the Distribution Manager with respect to the Class S, Class D and Class I on an annualized basis as a percentage of the Company’s NAV for such class.

Shareholder Servicing and/or Distribution Fee as a % of NAV
Class I shares	—	%
Class S shares	0.85	%
Class D shares	0.25	%

The shareholder servicing and/or distribution fees is paid monthly in arrears, calculated using the NAV of the applicable class as of the beginning of the first calendar day of the month and subject to FINRA and other limitations on underwriting compensation. Class I shares are not subject to a shareholder servicing and/or distribution fee.

The Distribution Manager reallows (pay) all or a portion of the shareholder servicing and/or distribution fees to participating brokers and servicing brokers for ongoing shareholder services performed by such brokers, and will waive shareholder servicing and/or distribution fees to the extent a broker is not eligible to receive it for failure to provide such services. Because the shareholder servicing and/or distribution fees with respect to Class S shares and Class D shares are calculated based on the aggregate NAV for all of the outstanding shares of each such class, it reduces the NAV with respect to all shares of each such class, including shares issued under the Company’s distribution reinvestment plan.

Broker eligibility to receive the shareholder servicing and/or distribution fee is conditioned on a broker providing the following ongoing services with respect to the Class S or Class D shares: assistance with recordkeeping, answering investor inquiries regarding the Company, including regarding distribution payments and reinvestments, helping investors understand their investments upon their request, and assistance with share repurchase requests. The shareholder servicing and/or distribution fees are ongoing fees that are not paid at the time of purchase.

For the three and nine months ended June 30, 2024, the Company recorded distribution and shareholder servicing fees of $1,958 and $4,853, respectively, primarily all of which were attributable to Class S shares. For the three and nine months ended June 30, 2023, the Company recorded distribution and shareholder servicing fees of $589 and $1,116, respectively, all of which were attributable to Class S shares.

Expense Support and Conditional Reimbursement Agreement

Effective as of February 3, 2022, the Company has entered into an Expense Support and Conditional Reimbursement Agreement (the “Expense Support Agreement”) with the Adviser. The Adviser may elect to pay certain expenses (each, an “Expense Payment”), provided that no portion of the payment will be used to pay any interest or distribution and/or shareholder servicing fees of the Company. Any Expense Payment that the Adviser has committed to pay must be paid by the Adviser to the Company in any combination of cash or other immediately available funds no later than forty-five days after such commitment was made in writing, and/or offset against amounts due from the Company to the Adviser or its affiliates.

59

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

Following any calendar month in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Company’s shareholders based on distributions declared with respect to record dates occurring in such calendar month (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, to the Adviser until such time as all Expense Payments made by the Adviser to the Company within three years prior to the last business day of such calendar month have been reimbursed. Any payments required to be made by the Company shall be referred to herein as a “Reimbursement Payment.” “Available Operating Funds” means the sum of (i) net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid to the Company on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).

The Company’s obligation to make a Reimbursement Payment shall automatically become a liability of the Company on the last business day of the applicable calendar month, except to the extent the Adviser has waived its right to receive such payment for the applicable month.

For the nine months ended June 30, 2024, the Adviser did not make any Expense Payments. For the nine months ended June 30, 2024, the Company made reimbursement payments of $1,045 to the Adviser. For the nine months ended June 30, 2023, the Adviser made Expense Payments in the amount of $852. For the three and nine months ended June 30, 2023, the Company made reimbursement payments of $348 to the Adviser. As of June 30, 2024, there were no amounts due to the Adviser from the Company under the Expense Support Agreement.

60

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

Note 10. Financial Highlights

(Share amounts in thousands)	Three months ended June 30, 2024									Three months ended June 30, 2023									Nine months ended June 30, 2024									Nine months ended June 30, 2023
	Class I			Class S			Class D			Class I			Class S			Class D			Class I			Class S			Class D			Class I			Class S			Class D
Net asset value at beginning of period	$	23.61		$	23.61		$	23.61		$	23.42		$	23.42		$	—		$	23.56		$	23.56		$	23.56		$	23.47		$	23.47		$	—
Capital Contribution	—			—			—			—			—			23.23			—			—			—			—			—			23.23
Net investment income (1)	0.54			0.49			0.53			0.50			0.45			0.17			1.58			1.43			1.54			1.49			1.34			0.17
Net unrealized appreciation (depreciation) (1)(2)	(0.02)			(0.02)			(0.02)			0.14			0.14			0.25			0.15			0.15			0.15			0.36			0.37			0.25
Net realized gains (losses) (1)	—			—			—			(0.01)			(0.01)			0.02			0.04			0.04			0.04			(0.10)			(0.11)			0.02
Net increase (decrease) in net assets resulting from operations	0.52			0.47			0.51			0.63			0.58			0.44			1.77			1.62			1.73			1.75			1.60			0.44
Distributions of net investment income to shareholders	(0.54)			(0.49)			(0.53)			(0.50)			(0.45)			(0.17)			(1.58)			(1.43)			(1.54)			(1.62)			(1.36)			(0.17)
Distributions in excess of net investment income	(0.06)			(0.06)			(0.06)			(0.07)			(0.07)			(0.02)			(0.22)			(0.22)			(0.22)			(0.12)			(0.23)			(0.02)
Net asset value at end of period	$	23.53		$	23.53		$	23.53		$	23.48		$	23.48		$	23.48		$	23.53		$	23.53		$	23.53		$	23.48		$	23.48		$	23.48
Total return (3)	2.22		%	2.00		%	2.16		%	2.72		%	2.50		%	1.87		%	7.77		%	7.09		%	7.57		%	7.73		%	7.05		%	1.87		%
Common shares outstanding at beginning of the period	69,973			34,601			53			22,379			8,572			—			44,103			20,787			6			13,040			2,588			—
Common shares outstanding at end of period	81,487			40,803			74			29,495			13,723			1			81,487			40,803			74			29,495			13,723			1
Net assets at the beginning of the period	$	1,652,401		$	817,091		$	1,254		$	524,123		$	200,737		$	—		$	1,039,238		$	489,821		$	146		$	305,989		$	60,738		$	—
Net assets at end of period	$	1,917,516		$	960,135		$	1,735		$	692,668		$	322,231		$	15		$	1,917,516		$	960,135		$	1,735		$	692,668		$	322,231		$	15
Average net assets (4)	$	1,844,178		$	923,776		$	1,507		$	627,112		$	278,449		$	15		$	1,549,514		$	763,420		$	964		$	485,983		$	175,872		$	15
Ratio of net investment income to average net assets (5)	2.29		%	2.08		%	2.23		%	2.15		%	1.94		%	0.72		%	6.70		%	6.07		%	6.51		%	6.33		%	5.70		%	0.72		%
Ratio of total expenses to average net assets (5)(7)	1.84		%	2.05		%	1.91		%	1.39		%	1.60		%	0.49		%	5.41		%	6.04		%	5.61		%	4.46		%	5.04		%	0.49		%
Ratio of net expenses to average net assets (5)	1.84		%	2.05		%	1.91		%	1.43		%	1.64		%	0.52		%	5.46		%	6.10		%	5.67		%	4.10		%	4.81		%	0.52		%
Ratio of portfolio turnover to average investments at fair value (5)	10.13		%	10.13		%	10.13		%	8.24		%	8.24		%	8.24		%	25.67		%	25.67		%	25.67		%	24.48		%	24.48		%	24.48		%
Weighted average outstanding debt	$	1,366,868		$	1,366,868		$	1,366,868		$	238,462		$	238,462		$	238,462		$	1,035,128		$	1,035,128		$	1,035,128		$	190,256		$	190,256		$	190,256
Average debt per share (1)	$	11.68		$	11.68		$	11.68		$	6.18		$	6.18		$	6.18		$	10.58		$	10.58		$	10.58		$	6.76		$	6.76		$	6.76
Asset coverage ratio (6)	278.60		%	278.60		%	278.60		%	412.28		%	412.28		%	412.28		%	278.60		%	278.60		%	278.60		%	412.28		%	412.28		%	412.28		%

(1)	Calculated based upon weighted average shares outstanding for the period.
(2)	The amount shown may not correspond with the net unrealized appreciation (depreciation) on investments for the three and nine months ended June 30, 2024 and 2023 as it includes the effect of the timing of equity issuances.
(3)	Total return is calculated as the change in NAV per share during the period, plus distributions per share or capital activity, if any, divided by the beginning NAV per share, assuming a dividend reinvestment price equal to the NAV per share at the beginning of the period.
(4)	Calculated based upon the weighted average net assets for the period.
(5)	Financial results for the three and nine months ended June 30, 2024 and 2023 have not been annualized for purposes of this ratio.
(6)	Based on outstanding senior securities of $1,610.0 million and $325.0 million as of June 30, 2024 and 2023, respectively.
(7)	Total expenses to average net assets is prior to management fee waivers and expense support/reimbursements provided by the Adviser.

61

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

Note 11. Derivative Instruments

The Company enters into foreign currency forward contracts from time to time to help mitigate the impact that an adverse change in foreign exchange rates would have on the value of the Company’s investments denominated in foreign currencies. In order to better define its contractual rights and to secure rights that will help the Company mitigate its counterparty risk, the Company entered into an International Swaps and Derivatives Association, Inc. Master Agreement (the "ISDA Master Agreement") with its derivative counterparty, Bank of New York Mellon. The ISDA Master Agreement permits a single net payment in the event of a default or similar event. As of June 30, 2024, no cash collateral has been pledged to cover obligations and no cash collateral has been received from the counterparty with respect to the Company's forward currency contracts.

Certain information related to the Company’s foreign currency forward contracts is presented below as of June 30, 2024.

Description	Notional Amount to be Purchased		Notional Amount to be Sold		Maturity Date	Gross Amount of Recognized Assets		Gross Amount of Recognized Liabilities		Balance Sheet Location of Net Amounts
Foreign currency forward contract	$	164,202	€	151,007	8/8/2024	$	2,086	$	—	Derivative asset
Foreign currency forward contract	$	156,315	£	123,967	8/8/2024	—		426		Derivative asset
Foreign currency forward contract	$	6,683	kr	72,797	8/8/2024	—		160		Derivative asset
						$	2,086	$	586

Certain information related to the Company’s foreign currency forward contracts is presented below as of September 30, 2023.

Description	Notional Amount to be Purchased		Notional Amount to be Sold		Maturity Date	Gross Amount of Recognized Assets		Gross Amount of Recognized Liabilities		Balance Sheet Location of Net Amounts
Foreign currency forward contract	$	47,642	€	43,834	11/9/2023	$	1,164	$	—	Derivative asset
Foreign currency forward contract	$	20,888	£	16,392	11/9/2023	877		—		Derivative asset
						$	2,041	$	—

In connection with the issuance of the 2028 Notes, the Company entered into interest rate swap agreements with the BNP Paribas pursuant to ISDA Master Agreements. Certain information related to the Company’s interest rate swaps is presented below as of June 30, 2024.

Description	Notional Amount		Maturity Date	Gross Amount of Recognized Assets		Gross Amount of Recognized Liabilities		Balance Sheet Location of Net Amounts
Interest rate swap	$	350,000	11/14/2028	$	1,443	$	—	Derivative asset
				$	1,443	$	—

62

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

Note 12. Commitments and Contingencies

Off-Balance Sheet Arrangements

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of its portfolio companies. As indicated in the table below, as of June 30, 2024, off-balance sheet arrangements consisted of $569,726 of unfunded commitments to provide debt financing to certain of the Company's portfolio companies. Of the $569,726, approximately $506,930 can be drawn immediately with the remaining amount subject to certain milestones that must be met by portfolio companies or other restrictions. As of September 30, 2023, off-balance sheet arrangements consisted of $224,611 of unfunded commitments to provide debt financing to certain of the Company's portfolio companies. Such commitments are subject to the portfolio company's satisfaction of certain financial and nonfinancial covenants and may involve, to varying degrees, elements of credit risk in excess of the amount recognized in the Consolidated Statements of Assets and Liabilities.

A list of unfunded commitments by investment as of June 30, 2024 and September 30, 2023 is shown in the table below:

	June 30, 2024		September 30, 2023
PPW Aero Buyer, Inc.	$	36,095	$	3,603
Verona Pharma, Inc.	29,285		—
Quantum Bidco Limited	24,898		—
OneOncology, LLC	21,742		13,159
MRI Software LLC	20,796		—
AmSpec Parent LLC	19,666		—
PetVet Care Centers, LLC	19,210		—
Telephone and Data Systems, Inc.	18,569		—
Minotaur Acquisition, Inc.	18,090		—
107-109 Beech OAK22 LLC	16,983		16,983
NFM & J, L.P.	16,699		—
Next Holdco, LLC	16,443		—
Janus Bidco Limited	15,691		—
Monotype Imaging Holdings Inc.	15,061		—
Biscuit Parent, LLC	15,000		—
North Star Acquisitionco, LLC	14,203		7,732
CVAUSA Management, LLC	13,657		17,469
Truck-Lite Co., LLC	13,296		—
Seres Therapeutics, Inc.	12,990		12,990
SumUp Holdings Luxembourg	12,795		—
Delta Leasing SPV II LLC	11,419		11,560
Microf Funding V LLC	10,873		—
Transit Buyer LLC	10,356		3,850
Sorenson Communications, LLC	10,177		—
Neptune Platform Buyer, LLC	9,023		—
Bamboo US Bidco LLC	8,359		9,100
Ardonagh Midco 3 PLC	8,219		3,520
scPharmaceuticals Inc.	7,654		7,654
Enverus Holdings, Inc.	6,830		—
Protein for Pets Opco, LLC	6,639		—
IW Buyer LLC	6,432		6,432
Project Accelerate Parent, LLC	6,250		—
WP CPP Holdings, LLC	5,831		—
Kings Buyer, LLC	5,514		5,471
ACP Falcon Buyer Inc	5,333		5,333
Grove Hotel Parcel Owner, LLC	5,305		5,305
Entrata, Inc.	5,211		5,211
Harrow, Inc.	5,018		5,018
Inventus Power, Inc.	4,967		4,967

63

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

	June 30, 2024		September 30, 2023
Eyesouth Eye Care Holdco LLC	4,835		—
Crewline Buyer, Inc.	$	4,573	$	—
BioXcel Therapeutics, Inc.	4,471		6,932
iCIMs, Inc.	4,215		4,774
Finastra USA, Inc.	4,057		3,577
Evergreen IX Borrower 2023, LLC	4,006		4,006
Violin Finco Guernsey Limited	3,933		—
107 Fair Street LLC	3,434		3,434
Establishment Labs Holdings Inc.	3,378		3,378
Centralsquare Technologies, LLC	3,378		—
HUB Pen Company, LLC	3,213		3,213
Icefall Parent, Inc.	2,662		—
Coupa Holdings, LLC	2,122		2,122
Oranje Holdco, Inc.	1,968		1,968
Avalara, Inc.	1,903		1,903
Salus Workers' Compensation, LLC	1,898		1,898
Galileo Parent, Inc.	1,262		1,757
112-126 Van Houten Real22 LLC	1,113		1,892
SEI Holding I Corporation	1,101		2,633
Dukes Root Control Inc.	679		3,104
Supreme Fitness Group NY Holdings, LLC	396		561
ASP-R-PAC Acquisition Co LLC	347		588
LSL Holdco, LLC	203		1,015
Resistance Acquisition, Inc.	—		10,507
MND Holdings III Corp	—		9,331
ADC Therapeutics SA	—		4,770
Innocoll Pharmaceuticals Limited	—		2,656
SCP Eye Care Services, LLC	—		1,730
Impel Pharmaceuticals Inc.	—		894
Pluralsight, LLC	—		611
	$	569,726	$	224,611

64

OAKTREE STRATEGIC CREDIT FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

Note 13. Subsequent Events

The Company's management evaluated subsequent events through the date of issuance of the consolidated financial statements. There have been no subsequent events that occurred during such period that would require disclosure in, or would be required to be recognized in, the consolidated financial statements as of and for the three months ended June 30, 2024, except as discussed below.

Share Issuance

On July 1, 2024, the Company issued and sold pursuant to its continuous public offering 2,219,119 Class I shares for proceeds of $52.2 million, 949,365 Class S shares for proceeds of $22.3 million and 1,275 Class D shares for proceeds equivalent to the then-current NAV of such Class D shares.

Distributions

On July 25, 2024, the Board of Trustees of the Company declared a regular distribution on its outstanding common shares of beneficial interest in the amount per share set forth below:

	Gross Distribution		Shareholder Servicing and/or Distribution Fee		Net Distribution
Class I shares	$	0.2000	$	—	$	0.2000
Class S shares	$	0.2000	$	0.0167	$	0.1833
Class D shares	$	0.2000	$	0.0049	$	0.1951

The distribution is payable to shareholders of record as of July 30, 2024 and will be paid on or about August 28, 2024. The distribution will be paid in cash or reinvested in Common Shares for shareholders participating in the Company’s distribution reinvestment plan.

2029 Unsecured Notes

On July 23, 2024, in connection with a previously announced private placement, the Company and the Notes Trustee, entered into a second supplemental indenture (the “Second Supplemental Indenture”) to the Base Indenture. The Second Supplemental Indenture relates to the Company’s issuance, offer and sale of $400 million aggregate principal amount of its 6.500% Notes due 2029 (the “2029 Unsecured Notes”).

The 2029 Unsecured Notes mature on July 23, 2029, unless previously redeemed or repurchased in accordance with their terms. The 2029 Unsecured Notes bear interest at a rate of 6.500% per year payable semiannually in arrears on January 23 and July 23 of each year, commencing on January 23, 2025. The 2029 Unsecured Notes are the Company’s direct, unsecured obligations and rank senior in right of payment to the Company’s future indebtedness that is expressly subordinated in right of payment to the 2029 Unsecured Notes; equal in right of payment to the Company’s existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness (including existing unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

The Indenture, as supplemented by the Second Supplemental Indenture, contains certain covenants, including a covenant requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the Investment Company Act of 1940, as amended, or any successor provisions, but giving effect to any exemptive relief granted to the Company by the Securities and Exchange Commission (the “SEC”) and to provide financial information to the holders of the 2029 Unsecured Notes and the Trustee if the Company should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are set forth in the Indenture.

In connection with the 2029 Unsecured Notes, the Company entered into an interest rate swap to more closely align the interest rate payable on the 2029 Unsecured Notes with its investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 6.500% and pays a floating interest rate of the three-month SOFR plus 2.5954% on a notional amount of $400 million.

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Item 2.     Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and the notes thereto included elsewhere in this quarterly report on Form 10-Q. All amounts are shown in thousands, except share and per share amounts, percentages and as otherwise indicated.

Some of the statements in this quarterly report on Form 10-Q constitute forward-looking statements because they relate to future events or the future performance or financial condition of Oaktree Strategic Credit Fund ( the "Company", which may also be referred to as "we," "us" or "our"). The forward-looking statements contained in this quarterly report on Form 10-Q may include statements as to:

•our future operating results and distribution projections;

•the ability of Oaktree Fund Advisors, LLC (our "Adviser" and, collectively with its affiliates, "Oaktree") to implement its future plans with respect to our business and to achieve our investment objective;

•the ability of Oaktree and its affiliates to attract and retain highly talented professionals;

•our business prospects and the prospects of our portfolio companies;

•the impact of the investments that we expect to make;

•the ability of our portfolio companies to achieve their objectives;

•our expected financings and investments and additional leverage we may seek to incur in the future;

•the adequacy of our cash resources and working capital;

•the timing of cash flows, if any, from the operations of our portfolio companies; and

•the impact of current global economic conditions, including those caused by inflation, a rising interest rate environment and geopolitical events on all of the foregoing.

In addition, words such as “anticipate,” “believe,” “expect,” “seek,” “plan,” “should,” “estimate,” “project” and “intend” indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Item 1A. Risk Factors” in our annual report on Form 10-K for the year ended September 30, 2023 and elsewhere in this quarterly report on Form 10-Q.

Other factors that could cause actual results to differ materially include:

•changes or potential disruptions in our operations, the economy, financial markets or political environment, including

those caused by inflation and a rising interest rate environment;

•risks associated with possible disruption in our operations, the operations of our portfolio companies or the economy generally due to terrorism, war or other geopolitical conflict, natural disasters or pandemics;

•future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities) and conditions in our operating areas, particularly with respect to business development companies ("BDCs") or regulated investment companies ("RICs"); and

•other considerations that may be disclosed from time to time in our publicly disseminated documents and filings.

We have based the forward-looking statements included in this quarterly report on Form 10-Q on information available to us on the date of this quarterly report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

Business Overview

We are a Delaware statutory trust formed on November 24, 2021 and are structured as a non-diversified, closed-end management investment company. On February 3, 2022, we elected to be regulated as a BDC under the Investment Company Act of 1940, as amended (the “Investment Company Act”). We have elected to be treated, and intend to qualify annually to be treated as a RIC under the Internal Revenue Code of 1986, as amended (the “Code”). Effective as of February 3, 2022, we are externally managed by the Adviser pursuant to an investment advisory agreement (as amended and restated, the “Investment Advisory Agreement”), between us and the Adviser. The Adviser is a subsidiary of Oaktree Capital Group, LLC ("OCG"). In 2019, Brookfield Asset Management Inc. ("Brookfield") acquired a majority economic interest in OCG. OCG operates as an independent business within Brookfield, with its own product offerings and investment, marketing and support teams.

66

Our investment objective is to generate stable current income and long-term capital appreciation. We seek to meet our investment objective by primarily investing in private debt opportunities.

We have the authority to issue an unlimited number of common shares of beneficial interest, par value $0.01 per share (“Common Shares”). We are offering on a best efforts, continuous basis up to $5.0 billion aggregate offering price of Common Shares (the “Maximum Offering Amount”) pursuant to an offering registered with the SEC. We offer to sell any combination of three classes of Common Shares, Class S shares, Class D shares and Class I shares, and, commencing May 13, 2024, Class T shares, with a dollar value up to the Maximum Offering Amount. The share classes have different ongoing distribution and/or shareholder servicing fees.

We accepted purchase orders and held investors’ funds in an interest-bearing escrow account until we received purchase orders for Common Shares of at least $100.0 million, excluding subscriptions by Oaktree Fund GP I, L.P. in respect of the Class I shares purchased by Oaktree Fund GP I, L.P. prior to March 31, 2022.

As of June 1, 2022, we had satisfied the minimum offering requirement and our board of trustees (the "Board of Trustees" or the "Board") had authorized the release of proceeds from escrow. As of June 30, 2024, we have issued and sold 81,427,620 Class I shares for an aggregate purchase price of $1,927.5 million of which $100.0 million was purchased by an affiliate of the Adviser. As of June 30, 2024, we have issued and sold 39,945,239 Class S shares for an aggregate purchase price of $940.4 million. As of June 30, 2024, we have issued and sold 72,403 Class D shares for an aggregate purchase price of $1.7 million. As of June 30, 2024, the Company has not issued or sold any Class T shares.

67

Business Environment and Developments

Global financial markets have experienced an increase in volatility as concerns about the impact of higher inflation, elevated interest rates, a potential slowdown in economic activity and the current conflicts in the Middle East have weighed on market participants. These factors have created disruptions in supply chains and economic activity and have had a particularly adverse impact on certain companies in the energy, raw materials and transportation sectors, among others. These uncertainties can ultimately impact the overall supply and demand of the market through changing spreads, deal terms and structures and equity purchase price multiples.

We are unable to predict the full effects of these macroeconomic events or how they might evolve. We continue to closely monitor the impact these events have on our business, industry and portfolio companies and will provide constructive solutions where necessary.

Against this backdrop, we believe attractive risk-adjusted returns can be achieved by making loans to middle market companies that typically possess resilient business models with strong underlying fundamentals. Given the breadth of the investment platform and decades of credit investing experience of Oaktree and its affiliates, we believe that we have the resources and experience to source, diligence and structure investments in these companies.

Critical Accounting Estimates

Fair Value Measurements

Our Adviser, as the valuation designee of our Board pursuant to Rule 2a-5 under the Investment Company Act, determines the fair value of our assets on at least a quarterly basis in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"), Topic 820, Fair Value Measurements and Disclosures ("ASC 820"). ASC 820 defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A liability's fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. ASC 820 prioritizes the use of observable market prices over entity-specific inputs. Where observable prices or inputs are not available or reliable, valuation techniques are applied. These valuation techniques involve some level of estimation and judgment, the degree of which is dependent on the price transparency for the investments or market and the investments' complexity.

Hierarchical levels, defined by ASC 820 and directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:

•Level 1 — Unadjusted, quoted prices in active markets for identical assets or liabilities as of the measurement date.

•Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data at the measurement date for substantially the full term of the assets or liabilities.

•Level 3 — Unobservable inputs that reflect the Adviser's best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

If inputs used to measure fair value fall into different levels of the fair value hierarchy, an investment's level is based on the lowest level of input that is significant to the fair value measurement. The Adviser's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment. This includes investment securities that are valued using "bid" and "ask" prices obtained from independent third party pricing services or directly from brokers. These investments may be classified as Level 3 because the quoted prices may be indicative in nature for securities that are in an inactive market, may be for similar securities or may require adjustments for investment-specific factors or restrictions.

Financial instruments with readily available quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment inherent in measuring fair value. As such, the Adviser obtains and analyzes readily available market quotations provided by pricing vendors and brokers for all of our investments for which quotations are available. In determining the fair value of a particular investment, pricing vendors and brokers use observable market information, including both binding and non-binding indicative quotations.

The Adviser seeks to obtain at least two quotations for the subject or similar securities, typically from pricing vendors. If the Adviser is unable to obtain two quotes from pricing vendors, or if the prices obtained from pricing vendors are not within the Adviser's set threshold, the Adviser seeks to obtain a quote directly from a broker making a market for the asset. The Adviser evaluates the quotations provided by pricing vendors and brokers based on available market information, including

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trading activity of the subject or similar securities, or by performing a comparable security analysis to ensure that fair values are reasonably estimated. The Adviser also performs back-testing of valuation information obtained from pricing vendors and brokers against actual prices received in transactions. In addition to ongoing monitoring and back-testing, the Adviser performs due diligence procedures over pricing vendors to understand their methodology and controls to support their use in the valuation process. Generally, the Adviser does not adjust any of the prices received from these sources.

If the quotations obtained from pricing vendors or brokers are determined not to be reliable or are not readily available, the Adviser values such investments using any of three different valuation techniques. The first valuation technique is the transaction precedent technique, which utilizes recent or expected future transactions of the investment to determine fair value, to the extent applicable. The second valuation technique is an analysis of the enterprise value ("EV") of the portfolio company. EV means the entire value of the portfolio company to a market participant, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time. The EV analysis is typically performed to determine (i) the value of equity investments, (ii) whether there is credit impairment for debt investments and (iii) the value for debt investments that we are deemed to control under the Investment Company Act. To estimate the EV of a portfolio company, the Adviser analyzes various factors, including the portfolio company’s historical and projected financial results, macroeconomic impacts on the company and competitive dynamics in the company’s industry. the Adviser also utilizes some or all of the following information based on the individual circumstances of the portfolio company: (i) valuations of comparable public companies, (ii) recent sales of private and public comparable companies in similar industries or having similar business or earnings characteristics, (iii) purchase prices as a multiple of their earnings or cash flow, (iv) the portfolio company’s ability to meet its forecasts and its business prospects, (v) a discounted cash flow analysis, (vi) estimated liquidation or collateral value of the portfolio company's assets and (vii) offers from third parties to buy the portfolio company. The Adviser may probability weight potential sale outcomes with respect to a portfolio company when uncertainty exists as of the valuation date. The third valuation technique is a market yield technique, which is typically performed for non-credit impaired debt investments. In the market yield technique, a current price is imputed for the investment based upon an assessment of the expected market yield for a similarly structured investment with a similar level of risk, and the Adviser considers the current contractual interest rate, the capital structure and other terms of the investment relative to our risk and the specific investment. A key determinant of risk, among other things, is the leverage through the investment relative to the EV of the portfolio company. As debt investments held by us are substantially illiquid with no active transaction market, the Adviser depends on primary market data, including newly funded transactions and industry specific market movements, as well as secondary market data with respect to high yield debt instruments and syndicated loans, as inputs in determining the appropriate market yield, as applicable.

The Adviser estimates the fair value of certain privately held warrants using a Black Scholes pricing model, which includes an analysis of various factors and subjective assumptions, including the current stock price (by using an EV analysis as described above), the expected period until exercise, expected volatility of the underlying stock price, expected dividends and the risk free rate. Changes in the subjective input assumptions can materially affect the fair value estimates.

The fair value of our investments as of June 30, 2024 and September 30, 2023 was determined by the Adviser, as our valuation designee. We have and will continue to engage independent valuation firms each quarter to provide assistance regarding the determination of the fair value of a portion of our portfolio securities for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment.

Certain factors that may be considered in determining the fair value of our investments include the nature and realizable value of any collateral, the portfolio company’s earnings and its ability to make payments on its indebtedness, the markets in which the portfolio company does business, comparison to comparable publicly-traded companies, discounted cash flow and other relevant factors. Because such valuations, and particularly valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time and may be based on estimates, Oaktree's determinations of fair value may differ materially from the values that would have been used if a ready market for these securities existed. Due to these uncertainties, Oaktree's fair value determinations may cause our net asset value on a given date to materially understate or overstate the value that we may ultimately realize upon the sale of one or more of our investments.

When we determine our net asset value as of the last day of a month that is not also the last day of a calendar quarter, we intend to update the value of securities with reliable market quotations to the most recent market quotation. For securities without reliable market quotations, pursuant to our valuation policy, the Adviser’s valuation team will generally value such assets at the most recent quarterly valuation or, in the case of securities acquired after such date, cost, unless, in either case, the Adviser determines that since the most recent quarter end or the date of acquisition for securities acquired after quarter end, as the case may be, a significant observable change has occurred with respect to the investment (which determination may be as a result of a material event at a portfolio company, material change in market spreads, secondary market transaction in the securities of an investment or otherwise). If the Adviser determines such a change has occurred with respect to one or more investments, the Adviser will determine whether to update the value for each relevant investment using a range of values from an independent valuation firm, where applicable, in accordance with our valuation policy. Additionally, the Adviser may

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otherwise determine to update the most recent quarter end valuation of an investment without reliable market quotations that the Adviser considers to be material to us using a range of values from an independent valuation firm.

As of June 30, 2024, we held $4,189.3 million of investments at fair value, up from $1,927.2 million held at September 30, 2023, primarily driven by new originations funded primarily by cash proceeds from our continuous public offering.

Revenue Recognition

We generate revenues in the form of interest income on debt investments and, to a lesser extent, capital gains and distributions, if any, on equity securities that we may acquire in portfolio companies. Some of our investments provide for deferred interest payments or payment-in-kind ("PIK") interest income. The principal amount of the debt investments and any accrued but unpaid interest generally becomes due at the maturity date.

Interest Income

Interest income, adjusted for accretion of original issue discount ("OID"), is recorded on an accrual basis to the extent that such amounts are expected to be collected. We stop accruing interest on investments when it is determined that interest is no longer collectible. Investments that are expected to pay regularly scheduled interest in cash are generally placed on non-accrual status when there is reasonable doubt that principal or interest cash payments will be collected. Cash interest payments received on investments may be recognized as income or a return of capital depending upon management’s judgment. A non-accrual investment is restored to accrual status if past due principal and interest are paid in cash, and the portfolio company, in management’s judgment, is likely to continue timely payment of its remaining obligations. As of June 30, 2024, there were two investments on non-accrual status that in the aggregate represented 0.8% and 0.4% of total debt investments at cost and fair value, respectively. As of September 30, 2023, there were no investments on non-accrual status.

In connection with our investment in a portfolio company, we sometimes receive nominal cost equity that is valued as part of the negotiation process with the portfolio company. When we receive nominal cost equity, we allocate our cost basis in the investment between debt securities and the nominal cost equity at the time of origination. Any resulting discount from recording the loan, or otherwise purchasing a security at a discount, is accreted into interest income over the life of the loan.

PIK Interest Income

Our investments in debt securities may contain PIK interest provisions. PIK interest, which generally represents contractually deferred interest added to the loan balance that is generally due at the end of the loan term, is generally recorded on the accrual basis to the extent such amounts are expected to be collected. We generally cease accruing PIK interest if there is insufficient value to support the accrual or if we do not expect the portfolio company to be able to pay all principal and interest due. Our decision to cease accruing PIK interest on a loan or debt security involves subjective judgments and determinations based on available information about a particular portfolio company, including whether the portfolio company is current with respect to its payment of principal and interest on its loans and debt securities; financial statements and financial projections for the portfolio company; our assessment of the portfolio company's business development success; information obtained by us in connection with periodic formal update interviews with the portfolio company's management and, if appropriate, the private equity sponsor; and information about the general economic and market conditions in which the portfolio company operates. Our determination to cease accruing PIK interest is generally made well before our full write-down of a loan or debt security. In addition, if it is subsequently determined that we will not be able to collect any previously accrued PIK interest, the fair value of the loans or debt securities would be reduced by the amount of such previously accrued, but uncollectible, PIK interest. The accrual of PIK interest on our debt investments increases the recorded cost bases of these investments in our consolidated financial statements including for purposes of computing the capital gains incentive fee payable by us to the Adviser. To

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maintain our status as a RIC, certain income from PIK interest may be required to be distributed to our shareholders even though we have not yet collected the cash and may never do so.

Portfolio Composition

As of June 30, 2024, the fair value of our investment portfolio was $4,189.3 million and was composed of investments in 177 portfolio companies. As of September 30, 2023, the fair value of our investment portfolio was $1,927.2 million and was composed of investments in 123 portfolio companies.

As of June 30, 2024 and September 30, 2023, our investment portfolio consisted of the following:

	June 30, 2024		September 30, 2023
Cost:
Senior Secured Debt	88.11	%	94.39	%
Subordinated Debt	11.51	%	5.12	%
Preferred Equity	0.29	%	0.31	%
Common Equity and Warrants	0.09	%	0.18	%
Total	100.00	%	100.00	%

	June 30, 2024		September 30, 2023
Fair Value:
Senior Secured Debt	87.99	%	94.32	%
Subordinated Debt	11.60	%	5.07	%
Preferred Equity	0.32	%	0.30	%
Common Equity and Warrants	0.09	%	0.31	%
Total	100.00	%	100.00	%

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The table below describes investments by industry composition based on fair value as a percentage of total investments:

	June 30, 2024		September 30, 2023
Fair Value:
Application Software	15.28	%	13.67	%
Systems Software	4.04	%	3.64	%
Interactive Media & Services	4.04	%	1.25	%
Diversified Financial Services	3.89	%	1.65	%
Diversified Support Services	3.87	%	2.10	%
Health Care Technology	3.86	%	3.74	%
Aerospace & Defense	3.75	%	3.92	%
Health Care Services	3.64	%	3.00	%
Multi-Sector Holdings	3.12	%	1.50	%
Education Services	2.98	%	3.20	%
Other Specialty Retail	2.67	%	5.44	%
Industrial Machinery & Supplies & Components	2.54	%	1.58	%
Specialized Finance	2.23	%	2.53	%
Communications Equipment	2.14	%	—	%
Insurance Brokers	2.10	%	0.72	%
Pharmaceuticals	2.02	%	3.28	%
Packaged Foods & Meats	1.93	%	—	%
Environmental & Facilities Services	1.85	%	3.93	%
Electrical Components & Equipment	1.74	%	3.94	%
Wireless Telecommunication Services	1.72	%	—	%
Office Services & Supplies	1.67	%	1.12	%
Health Care Supplies	1.63	%	1.93	%
Integrated Telecommunication Services	1.53	%	2.05	%
Property & Casualty Insurance	1.48	%	2.17	%
Construction Machinery & Heavy Transportation Equipment	1.46	%	—	%
Asset Management & Custody Banks	1.40	%	—	%
Data Processing & Outsourced Services	1.37	%	—	%
Alternative Carriers	1.28	%	—	%
Life Sciences Tools & Services	1.10	%	1.42	%
Cable & Satellite	1.05	%	1.26	%
Health Care Equipment	1.00	%	2.07	%
Financial Exchanges & Data	0.97	%	—	%
Construction & Engineering	0.97	%	—	%
Movies & Entertainment	0.96	%	—	%
Health Care Distributors	0.95	%	1.72	%
Diversified Metals & Mining	0.95	%	4.95	%
Metal, Glass & Plastic Containers	0.86	%	1.34	%
Distributors	0.79	%	2.69	%
Research & Consulting Services	0.79	%	1.10	%
Auto Parts & Equipment	0.78	%	1.72	%
Diversified Chemicals	0.72	%	—	%
Restaurants	0.72	%	0.99	%
Gold	0.67	%	1.43	%
Biotechnology	0.67	%	1.86	%
Health Care Facilities	0.61	%	1.07	%
Paper & Plastic Packaging Products & Materials	0.56	%	0.24	%
Trading Companies & Distributors	0.53	%	1.33	%
Food Distributors	0.53	%	0.32	%
Hotels, Resorts & Cruise Lines	0.40	%	0.88	%
Real Estate Development	0.40	%	0.82	%
Air Freight & Logistics	0.37	%	0.35	%
Personal Care Products	0.36	%	2.30	%
Passenger Airlines	0.29	%	0.65	%
Consumer Finance	0.28	%	0.32	%
Advertising	0.27	%	0.59	%
Leisure Facilities	0.22	%	0.47	%
Internet Services & Infrastructure	—	%	0.76	%
Soft Drinks & Non-alcoholic Beverages	—	%	0.29	%
Diversified Real Estate Activities	—	%	0.24	%
Leisure Products	—	%	0.21	%
Other Specialized REITs	—	%	0.15	%
Construction Materials	—	%	0.10	%
Total	100.00	%	100.00	%

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The geographic composition of our portfolio is determined by the location of the corporate headquarters of the portfolio company, which may not be indicative of the primary source of the portfolio company's business. The table below describes investments by geographic composition at fair value as a percentage of total investments:

	June 30, 2024		September 30, 2023
United States	85.88	%	87.07	%
United Kingdom	7.55	%	2.34	%
Canada	1.72	%	2.94	%
Luxembourg	1.32	%	2.13	%
Netherlands	1.23	%	0.29	%
India	0.95	%	2.04	%
Costa Rica	0.31	%	0.64	%
Chile	0.29	%	0.65	%
Switzerland	0.24	%	0.51	%
France	0.23	%	0.71	%
Cayman Islands	0.23	%	0.68	%
Australia	0.05	%	—	%
Total	100.00	%	100.00	%

See the Schedule of Investments as of June 30, 2024 and September 30, 2023, in our consolidated financial statements in Part I, Item 1, of this quarterly report on Form 10-Q, for more information on these investments, including a list of companies and the type, cost and fair value of investments.

 Discussion and Analysis of Results and Operations

Results of Operations

The principal measure of our financial performance is the net increase (decrease) in net assets resulting from operations, which includes net investment income, net realized gains (losses) and net unrealized appreciation (depreciation). Net investment income is the difference between our income from interest income and fee income and net expenses. Net realized gains (losses) on investments is the difference between the proceeds received from dispositions of portfolio investments and their stated costs. Net unrealized appreciation (depreciation) is the net change in the fair value of our investment portfolio during the reporting period, including the reversal of previously recorded unrealized appreciation (depreciation) when gains or losses are realized. The net increase or decrease in net assets from operations may vary substantially from period to period as a result of various factors, including the recognition of realized gains and losses and net change in unrealized appreciation and depreciation.

Comparison of three and nine months ended June 30, 2024 and June 30, 2023

Investment Income

Total investment income for the three months ended June 30, 2024 was $114,509 and consisted of $113,757 of interest income primarily from portfolio investments (including $2,369 of PIK interest income) and $752 of fee income. Total investment income for the three months ended June 30, 2023 was $32,442 and consisted of $31,788 of interest income primarily from portfolio investments (including $1,107 of PIK interest income) and $654 of fee income. The increase in total investment income was primarily driven by the increase in the size of the investment portfolio.

Total investment income for the nine months ended June 30, 2024 was $283,159 and consisted of $280,756 of interest income primarily from portfolio investments (including $5,035 of PIK interest income) and $2,403 of fee income. Total investment income for the nine months ended June 30, 2023 was $69,180 and consisted of $68,298 of interest income primarily from portfolio investments (including $2,195 of PIK interest income) and $882 of fee income. The increase in total investment income was primarily driven by the increase in the size of the investment portfolio. Based on fair value as of June 30, 2024, the weighted average yield on our debt investments was 11.2%, down from 12.2% as of June 30, 2023.

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Expenses

Net expenses for the three months ended June 30, 2024 were $52,867, up significantly from $13,534 for the three months ended June 30, 2023. The increase was mainly driven by a larger investment portfolio attributable to new capital raised pursuant to our continuous public offering. Net expenses for the nine months ended June 30, 2024 were $131,785, up significantly from $28,371 for the nine months ended June 30, 2023. The increase was mainly driven by a larger investment portfolio attributable to new capital raised pursuant to our continuous public offering. Net expenses consisted of the following:

	For the three months ended June 30, 2024		For the three months ended June 30, 2023		For the nine months ended June 30, 2024		For the nine months ended June 30, 2023
Expenses:
Base management fee	$	8,630	$	2,817	$	21,628	$	6,183
Investment income incentive fee	9,020		2,835		22,754		5,808
Capital gains incentive fee	(427)		—		2,033		—
Professional fees	699		401		2,147		1,589
Class S and Class D distribution and shareholder servicing fees	1,958		589		4,853		1,116
Board of trustees fees	116		66		323		198
Organization expenses	4		—		8		4
Amortization of continuous offering costs	261		725		694		2,517
Interest expense	31,703		5,215		73,623		11,595
Administrator expense	377		267		1,096		711
General and administrative expenses	526		271		1,581		796
Total expenses	$	52,867	$	13,186	$	130,740	$	30,517
Management and incentive fees waived	—		—		—		(1,642)
Expense reimbursements (support)	—		348		1,045		(504)
Net expenses	$	52,867	$	13,534	$	131,785	$	28,371

For the nine months ended June 30, 2024, the Adviser did not make any Expense Payments. For the nine months ended June 30, 2024, the Company made reimbursement payments of $1,045 to the Adviser. For the nine months ended June 30, 2023, the Adviser made Expense Payments in accordance with the Expense Support Agreement in the amount of $852. For the nine months ended June 30, 2023, the Company made reimbursement payments of $348 to the Adviser. As of June 30, 2024, there were no amounts due to the Adviser from us under the Expense Support Agreement.

The Adviser waived management and incentive fees through November 2022, the first six months following June 1, 2022, the date on which we broke escrow for our continuous offering. For the three and nine months ended June 30, 2024, base management fees were $8,630 and $21,628, respectively, none of which was waived. For the three and nine months ended June 30, 2024, investment income incentive fees were $9,020 and $22,754, respectively, none of which was waived. For the three months ended June 30, 2023, base management fees were $2,817, none of which was waived. For the nine months ended June 30, 2023, base management fees were $6,183, of which $877 was waived. For the three months ended June 30, 2023, the Investment Income Incentive Fee was $2,835, none of which was waived. For the nine months ended June 30, 2023, the Investment Income Incentive Fee was $5,808, of which $765 was waived. See Note 9, Related Party Transactions, to our Consolidated Financial Statements, included in Part I, Item 1 of this Form 10-Q.

Net Unrealized Appreciation (Depreciation)

Net unrealized depreciation was $3,198 for the three months ended June 30, 2024 which was primarily driven by unrealized depreciation in certain investments in the investment portfolio, partially offset by unrealized appreciation related to foreign currency forward contracts. This consisted of $6.0 million of net unrealized depreciation on debt investments, partially offset by $1.8 million of net unrealized appreciation of foreign currency forward contracts, $0.8 million of net unrealized appreciation related to exited investments (a portion of which resulted in a reclassification to realized losses) and $0.3 million of net unrealized appreciation on equity investments.

Net unrealized appreciation was $13,066 for the nine months ended June 30, 2024 which was primarily driven by unrealized appreciation across the majority of the investment portfolio, partially offset by unrealized depreciation in certain investments in the portfolio and unrealized depreciation related to foreign currency forward contracts. This consisted of $13.0 million of net unrealized appreciation on debt investments and $1.4 million of net unrealized appreciation related to exited investments (a portion of which resulted in a reclassification to realized losses), partially offset by $0.8 million of net unrealized depreciation on equity investments and $0.5 million of net unrealized depreciation of foreign currency forward contracts.

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Net unrealized appreciation was $6,783 for the three months ended June 30, 2023 which was primarily driven by unrealized appreciation across the investment portfolio. This consisted of $6.3 million of net unrealized appreciation on debt investments, $0.8 million of net unrealized appreciation of foreign currency forward contracts and $0.5 million of net unrealized appreciation on equity investments, partially offset by $0.8 million of net unrealized depreciation related to exited investments (a portion of which resulted in a reclassification to realized gains).

Net unrealized appreciation was $11,995 for the nine months ended June 30, 2023 which was primarily driven by unrealized appreciation across the investment portfolio. This consisted of $6.3 million of net unrealized appreciation on debt investments, $4.4 million of net unrealized appreciation related to exited investments (a portion of which resulted in a reclassification to realized losses), $1.0 million of net unrealized appreciation on equity investments and $0.2 million of net unrealized appreciation of foreign currency forward contracts

Net Realized Gains (Losses)

Net realized losses were $59 for the three months ended June 30, 2024 which was primarily driven by realized losses related to the exits of certain investments, partially offset by realized gains related to foreign currency forward contracts. Net realized gains were $3,741 for the nine months ended June 30, 2024 which was primarily related to the exits of certain investments and foreign currency forward contracts. Net realized losses were $476 and $2,877 for the three and nine months ended June 30, 2023 and primarily related to the exits of certain investments and foreign currency forward contracts.

Financial Condition, Liquidity and Capital Resources

We expect to generate cash from (1) the cash proceeds from our continuous public offering, (2) cash flows from operations, including earnings on investments, as well as interest earned from the temporary investment of cash in cash-equivalents, U.S. high-quality debt investments that mature in one year or less, (3) borrowings from banks, including secured borrowings, unsecured debt offerings, and any other financing arrangements we may enter into in the future and (4) any future offerings of equity or debt securities.

Our primary use of cash is for (1) investments in portfolio companies and other investments, (2) the cost of operations (including our expenses, the Management Fee and the Incentive Fee), (3) debt service, repayment and other financing costs of our borrowings, (4) funding repurchases under our share repurchase program, and (5) cash distributions to the shareholders.

For the nine months ended June 30, 2024, we experienced a net increase in cash and cash equivalents of $274.0 million. During that period, $2,078.3 million of cash was used in operating activities, primarily consisting of cash used to fund new investments, partially offset by proceeds from the sales and repayments of investments. During the same period, cash provided by financing activities was $2,353.4 million, due primarily from $1,343.7 million of proceeds from the issuance of common shares, $815.0 million of net borrowings under the credit facilities and $348.2 million of proceeds from the issuance of unsecured notes, partially offset by $113.9 million of distributions paid to shareholders, $23.9 million of shares repurchases paid and $15.6 million of deferred financing and offering costs paid.

For the nine months ended June 30, 2023, we experienced a net increase in cash and cash equivalents of $21.8 million. During that period, $821.5 million of cash was used in operating activities, primarily consisting of cash used to fund new investments, partially offset by proceeds from the sales and repayments of investments. During the same period, cash provided by financing activities was $844.8 million, due primarily from $637.3 million of proceeds from the issuance of common shares and $250.0 million of net borrowings under the credit facilities, partially offset by $34.5 million of distributions paid to shareholders and $7.9 million of deferred costs paid.

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As of June 30, 2024, we had $425.1 million of cash and cash equivalents (including restricted cash of $30.3 million), portfolio investments (at fair value) of $4,189.3 million, $32.5 million of interest receivable, $1,425.0 million of undrawn capacity on our credit facilities (subject to borrowing base and other limitations), $108.8 million of net payables from unsettled transactions, $1,260.0 million of borrowings outstanding under our credit facilities and $346.1 million of unsecured notes payable (net of unamortized financing costs, unaccreted discount and interest rate swap fair value adjustment).

As of September 30, 2023, we had $151.1 million of cash and cash equivalents (including restricted cash of $5.6 million), portfolio investments (at fair value) of $1,927.2 million, $12.6 million of interest receivable, $0.9 million of due from affiliates, $1,190.0 million of undrawn capacity on our credit facilities (subject to borrowing base and other limitations), $94.3 million of net payables from unsettled transactions and $445.0 million of borrowings outstanding under our credit facilities.

We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. As of June 30, 2024 and September 30, 2023, off-balance sheet arrangements consisted of $569,726 and $224,611, respectively, of unfunded commitments to provide debt financing to certain of our portfolio companies. As of June 30, 2024, of the $569,726 of unfunded commitments, approximately $506,930 can be drawn immediately with the remaining amount subject to certain milestones that must be met by portfolio companies or other restrictions. Such commitments are subject to the portfolio company's satisfaction of certain financial and nonfinancial covenants and may involve, to varying degrees, elements of credit risk in excess of the amount recognized in our Consolidated Statements of Assets and Liabilities.

Contractual Obligations

	Debt Outstanding as of September 30, 2023		Debt Outstanding as of June 30, 2024		Weighted average debt outstanding for the nine months ended June 30, 2024		Maximum debt outstanding for the nine months ended June 30, 2024
ING Credit Agreement	$	320,000	$	580,000	$	435,584	$	580,000
JPM SPV Facility	125,000		230,000		183,996		230,000
SMBC SPV Facility	—		100,000		31,387		100,000
CIBC SPV Facility	—		225,000		71,989		225,000
DBNY SPV Facility	—		100,000		17,190		100,000
MS SPV Facility	—		25,000		1,186		25,000
2028 Notes	—		350,000		293,796		350,000
Total debt	$	445,000	$	1,610,000	$	1,035,128

	Payments due by period as of June 30, 2024
	Total		< 1 year		1-3 years		3-5 years
ING Credit Agreement	$	580,000	$	—	$	—	$	580,000
Interest due on ING Credit Agreement	175,776		43,974		87,948		43,854
JPM Loan and Security Agreement	230,000		—		—		230,000
Interest due on JPM Loan and Security Agreement	88,200		17,945		35,890		34,365
SMBC Loan and Security Agreement	100,000		—		—		100,000
Interest due on SMBC Loan and Security Agreement	34,575		8,131		16,262		10,182
CIBC Loan and Servicing Agreement	225,000		—		225,000		—
Interest due on CIBC Loan and Servicing Agreement	22,848		16,384		6,464		—
DBNY Loan Financing and Servicing Agreement	100,000		—		—		100,000
Interest due on DBNY Loan Financing and Servicing Agreement	35,665		7,698		15,396		12,571
MS Loan and Servicing Agreement	25,000		—		—		25,000
Interest due on MS Loan and Servicing Agreement	8,954		1,924		3,848		3,182
2028 Notes	350,000		—		—		350,000
Interest due on 2028 Notes	143,464		32,769		65,538		45,157
Total	$	2,119,482	$	128,825	$	456,346	$	1,534,311

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Equity Activity

As of June 30, 2024, we have issued and sold 81,427,620 Class I shares for an aggregate purchase price of $1,927.5 million. As of June 30, 2024, we have issued and sold 39,945,239 Class S shares for an aggregate purchase price of $940.4 million. As of June 30, 2024, we have issued and sold 72,403 Class D shares for an aggregate purchase price of $1.7 million. As of June 30, 2024, we have issued 1,211,882 Class I shares, 1,431,291 Class S and 1,327 Class D shares pursuant to our distribution reinvestment plan.

The following table summarizes transactions in common shares of beneficial interest for the nine months ended June 30, 2024:

	Shares	Amount
Class I
Issuance of Common Shares in public offering	37,416,704	$	881,665
Share transfers between classes	15,393	364
Issuance of Common Shares under dividend reinvestment plan	878,249	20,839
Share repurchases, net of early repurchase deduction	(926,792)	(21,838)
Net increase (decrease)	37,383,554	$	881,030
Class S
Issuance of Common Shares in public offering	19,541,548	$	460,437
Share transfers between classes	(15,393)	(364)
Issuance of Common Shares under dividend reinvestment plan	1,060,406	24,999
Share repurchases, net of early repurchase deduction	(570,987)	(13,449)
Net increase (decrease)	20,015,574	$	471,623
Class D
Issuance of Common Shares in public offering	66,226	$	1,561
Issuance of Common Shares under dividend reinvestment plan	1,310	31
Share repurchases, net of early repurchase deduction	—	—
Net increase (decrease)	67,536	$	1,592
Total net increase (decrease)	57,466,664	$	1,354,245

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Net Asset Value per Share and Offering Price

We determine NAV per share for each class of shares as of the last calendar day of each month. Share issuances pursuant to accepted monthly subscriptions are effective the first calendar day of each month. Shares are issued and sold at a purchase price equivalent to the most recent NAV per share available for each share class, which will be the prior calendar day NAV per share (i.e. the prior month-end NAV). The following table summarizes each month-end NAV per share for Class I, Class S and Class D shares during the nine months ended June 30, 2024 and 2023:

	Class I Shares		Class S Shares		Class D Shares
October 31, 2023	$	23.39	$	23.39	$	23.39
November 30, 2023	$	23.51	$	23.51	$	23.51
December 31, 2023	$	23.62	$	23.62	$	23.62
January 31, 2024	$	23.60	$	23.60	$	23.60
February 29, 2024	$	23.58	$	23.58	$	23.58
March 31, 2024	$	23.61	$	23.61	$	23.61
April 30, 2024	$	23.59	$	23.59	$	23.59
May 31, 2024	$	23.59	$	23.59	$	23.59
June 30, 2024	$	23.53	$	23.53	$	23.53

	Class I Shares		Class S Shares		Class D Shares
October 31, 2022	$	23.33	$	23.33	—
November 30, 2022	$	23.46	$	23.46	—
December 31, 2022	$	23.23	$	23.23	—
January 31, 2023	$	23.64	$	23.64	—
February 28, 2023	$	23.56	$	23.56	—
March 31, 2023	$	23.42	$	23.42	—
April 30, 2023	$	23.40	$	23.40	—
May 31, 2023	$	23.23	$	23.23	—
June 30, 2023	$	23.48	$	23.48	$	23.48

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Distributions

The Board authorizes and declares monthly distribution amounts per share of outstanding common shares of beneficial interest. The following table presents distributions that were declared during the nine months ended June 30, 2024:

				Class I
Distribution	Date Declared	Record Date	Payment Date	Net Distribution Per Share		Distribution Amount
Monthly	October 25, 2023	October 31, 2023	November 28, 2023	$	0.1900	$	9,259
Monthly	November 27, 2023	November 30, 2023	December 27, 2023	0.1900		9,916
Special	December 14, 2023	December 15, 2023	December 27, 2023	0.0400		2,296
Monthly	December 20, 2023	December 31, 2023	February 1, 2024	0.1900		10,921
Monthly	January 24, 2024	January 31, 2024	February 27, 2024	0.1900		11,872
Monthly	February 27, 2024	February 29, 2024	March 27, 2024	0.2000		13,229
Monthly	March 26, 2024	March 27, 2024	April 29, 2024	0.2000		14,041
Monthly	April 18, 2024	April 29, 2024	May 30, 2024	0.2000		14,936
Monthly	May 24, 2024	May 30, 2024	June 27, 2024	0.2000		15,451
Monthly	June 27, 2024	June 27, 2024	July 29, 2024	0.2000		16,361
				$	1.8000	$	118,282

				Class S
Distribution	Date Declared	Record Date	Payment Date	Net Distribution Per Share		Distribution Amount
Monthly	October 25, 2023	October 31, 2023	November 28, 2023	$	0.1733	$	4,105
Monthly	November 27, 2023	November 30, 2023	December 27, 2023	0.1734		4,436
Special	December 14, 2023	December 15, 2023	December 27, 2023	0.0400		1,109
Monthly	December 20, 2023	December 31, 2023	February 1, 2024	0.1733		4,825
Monthly	January 24, 2024	January 31, 2024	February 27, 2024	0.1733		5,191
Monthly	February 27, 2024	February 29, 2024	March 27, 2024	0.1833		5,853
Monthly	March 26, 2024	March 27, 2024	April 29, 2024	0.1833		6,361
Monthly	April 18, 2024	April 29, 2024	May 30, 2024	0.1833		6,730
Monthly	May 24, 2024	May 30, 2024	June 27, 2024	0.1833		7,188
Monthly	June 27, 2024	June 27, 2024	July 29, 2024	0.1833		7,551
				$	1.6498	$	53,349

				Class D
Distribution	Date Declared	Record Date	Payment Date	Distribution Per Share		Distribution Amount
Monthly	October 25, 2023	October 31, 2023	November 28, 2023	$	0.1851	$	1
Monthly	November 27, 2023	November 30, 2023	December 27, 2023	0.1851		3
Special	December 14, 2023	December 15, 2023	December 27, 2023	0.0400		1
Monthly	December 20, 2023	December 31, 2023	February 1, 2024	0.1851		4
Monthly	January 24, 2024	January 31, 2024	February 27, 2024	0.1851		5
Monthly	February 27, 2024	February 29, 2024	March 27, 2024	0.1951		10
Monthly	March 26, 2024	March 27, 2024	April 29, 2024	0.1951		10
Monthly	April 18, 2024	April 29, 2024	May 30, 2024	0.1951		11
Monthly	May 24, 2024	May 30, 2024	June 27, 2024	0.1951		12
Monthly	June 27, 2024	June 27, 2024	July 29, 2024	0.1951		14
				$	1.7559	$	71

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The following table presents distributions that were declared during the nine months ended June 30, 2023:

				Class I
Distribution	Date Declared	Record Date	Payment Date	Distribution Per Share		Distribution Amount
Monthly	October 26, 2022	October 31, 2022	November 28, 2022	$	0.1800	$	2,470
Monthly	November 21, 2022	November 30, 2022	December 28, 2022	0.1900		2,818
Monthly	December 21, 2022	December 31, 2022	January 30, 2023	0.1900		3,171
Special	December 21, 2022	December 31, 2022	January 30, 2023	0.0400		668
Monthly	January 24, 2023	January 31, 2023	February 24, 2023	0.1900		3,351
Monthly	February 22, 2023	February 28, 2023	March 29, 2023	0.1900		3,834
Monthly	March 22, 2023	March 31, 2023	April 27, 2023	0.1900		4,252
Monthly	April 25, 2023	April 30, 2023	May 26, 2023	0.1900		4,568
Monthly	May 22, 2023	May 31, 2023	June 28, 2023	0.1900		5,068
Monthly	June 26, 2023	June 30, 2023	July 27, 2023	0.1900		5,605
				$	1.7400	$	35,805

				Class S
Distribution	Date Declared	Record Date	Payment Date	Distribution Per Share		Distribution Amount
Monthly	October 26, 2022	October 31, 2022	November 28, 2022	$	0.1634	$	574
Monthly	November 21, 2022	November 30, 2022	December 28, 2022	0.1735		684
Monthly	December 21, 2022	December 31, 2022	January 30, 2023	0.1734		789
Special	December 21, 2022	December 31, 2022	January 30, 2023	0.0400		182
Monthly	January 24, 2023	January 31, 2023	February 24, 2023	0.1735		916
Monthly	February 22, 2023	February 28, 2023	March 29, 2023	0.1733		1,024
Monthly	March 22, 2023	March 31, 2023	April 27, 2023	0.1733		1,486
Monthly	April 25, 2023	April 30, 2023	May 26, 2023	0.1734		1,764
Monthly	May 22, 2023	May 31, 2023	June 28, 2023	0.1734		2,036
Monthly	June 26, 2023	June 30, 2023	July 27, 2023	0.1735		2,381
				$	1.5907	$	11,836

			Class D
Date Declared	Record Date	Payment Date	Distribution Per Share		Distribution Amount
June 26, 2023	June 30, 2023	July 27, 2023	$	0.1852	$	—
			$	0.1852	$	—

Distribution Reinvestment Plan

We have adopted a distribution reinvestment plan, pursuant to which we will reinvest all cash dividends declared by the Board on behalf of our shareholders who do not elect to receive their dividends in cash as provided below. As a result, if the Board authorizes, and we declare, a cash dividend or other distribution, then shareholders who have not opted out of our distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares, rather than receiving the cash dividend or other distribution. Distributions on fractional shares will be credited to each participating shareholder’s account to three decimal places.

Share Repurchase Program

At the discretion of our Board of Trustees, during the quarter ended September 30, 2022 we commenced a share repurchase program pursuant to which we intend to offer to repurchase up to 5% of our Common Shares outstanding (by number of shares or aggregate NAV) as of the close of the previous calendar quarter. Our Board of Trustees may amend or suspend the share repurchase program at any time if it deems such action to be in our best interest and the best interest of our shareholders. As a result, share repurchases may not be available each quarter. Following any such suspension, the Board of Trustees will consider on at least a quarterly basis whether the continued suspension of the share repurchase program is in the best interest of us and shareholders, and will reinstate the share repurchase program when and if appropriate and subject to its fiduciary duty to us and shareholders.

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We intend to conduct repurchase offers under the share repurchase program pursuant to tender offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the Investment Company Act. All shares purchased by us pursuant to the terms of each tender offer will be retired.

Under our share repurchase program, to the extent we offer to repurchase shares in any particular quarter, we expect to repurchase shares at the expiration of the tender offer at a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter (the “Valuation Date”), except that shares that have a prospective repurchase date that is within the one-year period following the original issue date of the shares will be subject to an early repurchase deduction of 2% of such NAV (an “Early Repurchase Deduction”). The one-year holding period will be deemed satisfied if the shares to be repurchased would have been outstanding for one year or longer as of the subscription closing date immediately following the applicable Valuation Date, which subscription closing date the Company deems the prospective repurchase date for the applicable offer. The Early Repurchase Deduction will be retained by us for the benefit of remaining shareholders.

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During the nine months ended June 30, 2024, we repurchased pursuant to such tender offers an aggregate of 926,792 Class I and 570,987 Class S shares. The following table presents the share repurchases completed during the six months ended June 30, 2024:

Repurchase Pricing Date	Total Number of Shares Repurchased (all classes)	Percentage of Outstanding Shares Repurchased (1)		Price Paid Per Share		Amount Repurchased (all classes)(2)
December 31, 2023	446,089	0.69	%	$	23.62	$	10,526
March 31, 2024	348,944	0.41	%	$	23.61	$	8,217
June 30, 2024	702,746	0.67	%	$	23.53	$	16,544

_____________________

(1) Percentage is based on total shares as of the close of the previous calendar quarter.

(2) Amounts shown net of Early Repurchase Deduction, where applicable.

During the nine months ended June 30, 2023, we repurchased pursuant to such tender offers an aggregate of 1,692 Class S shares. The following table presents the share repurchases completed during the nine months ended June 30, 2023:

Repurchase Pricing Date	Total Number of Shares Repurchased (all classes)	Percentage of Outstanding Shares Repurchased (1)		Price Paid Per Share		Amount Repurchased (all classes)(2)
June 30, 2023	1,692	—	%	$	23.48	$	39

_____________________

(1) Percentage is based on total shares as of the close of the previous calendar quarter.

(2) Amounts shown net of Early Repurchase Deduction, where applicable.

Leverage

To seek to enhance our returns, we use and expect to continue to use leverage as market conditions permit and at the discretion of the Adviser. However, as a BDC, subject to certain limited exceptions, we are currently only allowed to borrow amounts in accordance with the asset coverage requirements in the Investment Company Act of 1940, as amended (the “Investment Company Act”). 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 Investment Company Act to add a new Section 61(a)(2) that reduces the asset coverage requirements applicable to BDCs from 200% to 150% so long as the BDC meets certain disclosure requirements, which we have made, and obtains certain approvals, which we have obtained. Accordingly, we are subject to an asset coverage requirement of 150%. We intend to use leverage in the form of borrowings, including loans from certain financial institutions, and the issuance of debt securities. We may also use leverage in the form of the issuance of preferred shares, but do not currently intend to do so. In determining whether to borrow money, we will analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to our investment outlook. Any such leverage is expected to be applied on a position-by-position basis, meaning little-to-no leverage may be applied to certain investments, while others may have more leverage applied. Any such leverage would also be expected to increase the total capital available for investment by the Company. We may also create leverage by securitizing our assets (including in CLOs) and retaining the equity portion of the securitized vehicle.

ING Credit Agreement

On March 25, 2022 (the “ING Closing Date”), we entered into a senior secured revolving credit agreement (the “ING Credit Agreement”) among us, as borrower, the lenders party thereto, and ING Capital LLC (“ING”), as administrative agent.

Effective on and as of May 25, 2022, we entered into an incremental commitment and assumption agreement (the “Incremental Commitment and Assumption Agreement”) among us, as borrower, the subsidiary guarantor party thereto (the “Subsidiary Guarantor”), ING, as administrative agent and issuing bank, Sumitomo Mitsui Banking Corporation and MUFG Bank, LTD, (together with Sumitomo Mitsui Banking Corporation, the “Assuming Lenders”). Pursuant to the Incremental Commitment and Assumption Agreement, among other things, each Assuming Lender (i) became a Lender (as defined in the ING Credit Agreement) under the ING Credit Agreement and (ii) agreed to make a Commitment (as defined in the ING Credit Agreement) to us in the amount of $150 million. The Incremental Commitment and Assumption Agreement increased the aggregate amount of Commitments under the ING Credit Agreement from $150 million to $450 million (the "Maximum Commitment"), subject to the lesser of (i) a borrowing base and (ii) the Maximum Commitment, and provided that, with respect to any lender, its individual commitment is not exceeded. The revolving credit facility has a four year availability period (the

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“Availability Period”) during which loans may be made and the ING Credit Agreement has a stated maturity dated that is five years from the ING Closing Date (the “Maturity Date”). Following the Availability Period we will be required in certain circumstances to prepay loans prior to the Maturity Date. The ING Credit Agreement provides for the issuance of letters of credit during the Availability Period in an aggregate amount of $25 million. Borrowings under the ING Credit Agreement may be used for general corporate purposes, including making investments and permitted distributions.

Effective on and as of October 6, 2022, we entered into a subsequent incremental commitment and assumption agreement (the “Subsequent Incremental Commitment and Assumption Agreement”) among us, as borrower, the Subsidiary Guarantor, ING, as administrative agent and issuing bank, and Apple Bank For Savings, as an Assuming Lender. Pursuant to the Subsequent Incremental Commitment and Assumption Agreement, Apple Bank For Savings (i) became a Lender under the ING Credit Agreement and (ii) agreed to make a Commitment to us in the amount of $40 million. The Subsequent Incremental Commitment and Assumption Agreement increased the aggregate amount of Commitments under the ING Credit Agreement from $450 million to $490 million.

Effective on and as of June 28, 2023 (the “New Effective Date”), we entered into Amendment No. 1 (the “ING Credit Agreement Amendment”) to the ING Credit Agreement. As a result of the ING Credit Agreement Amendment, the ING Credit Agreement provides for a senior secured revolving credit facility of up to $1,110 million (the “Increased Maximum Commitment”), increased from $490 million, subject to the lesser of (i) a borrowing base and (ii) the Increased Maximum Commitment, and provided that, with respect to any lender, its individual commitment is not exceeded. The revolving credit facility has a four year availability period (the “New Availability Period”) commencing from the New Effective Date during which loans may be made and a stated maturity date that is five years from the New Effective Date (the “New Maturity Date”). Following the New Availability Period, we will be required in certain circumstances to prepay loans prior to the New Maturity Date. The ING Credit Agreement provides for the issuance of letters of credit during the New Availability Period in an aggregate amount of $25 million. Borrowings under the ING Credit Agreement may be used for general corporate purposes, including making investments and permitted distributions.

Effective on and as of August 15, 2023, we entered into a subsequent incremental commitment and assumption agreement (the “Second Subsequent Incremental Commitment and Assumption Agreement”) among us, as borrower, the Subsidiary Guarantor, ING, as administrative agent and issuing bank, and Deutsche Bank AG, New York Branch and US Bank National Association, as Assuming Lenders. Pursuant to the Subsequent Incremental Commitment and Assumption Agreement, the Assuming Lenders (i) became Lenders under the ING Credit Agreement and (ii) agreed to make a Commitment to us in the aggregate amount of $75 million. The Second Subsequent Incremental Commitment and Assumption Agreement increased the aggregate amount of Commitments under the ING Credit Agreement from $1,110 million to $1,185 million.

All obligations under the ING Credit Agreement are secured by a first-priority security interest (subject to certain exceptions) in substantially all of the present and future property and assets of us and of the sole current and certain future subsidiaries of us and guaranteed by such subsidiaries.

Borrowings under the ING Credit Agreement shall be denominated in U.S. Dollars and bear interest at a rate per annum equal to either (1) SOFR, as adjusted, plus 1.875% per annum or (2) the alternative base rate (which is the greatest of the (a) prime rate, (b) the federal funds effective rate plus ½ of 1%, (c) the overnight bank funding rate plus ½ of 1%, (d) certain rates based on SOFR and (e) 0) (“ABR”) plus 0.875% per annum. On and after the New Effective Date, borrowings under the ING Credit Agreement bear interest at a rate per annum equal to either (1) the SOFR, as adjusted, plus 2.15% per annum, or, following the first year after the New Effective Date, plus 2.05% per annum if the Company has and maintains an investment grade credit rating or (2) the alternative base rate (which is the greatest of the (a) prime rate, (b) the federal funds effective rate plus ½ of 1%, (c) the overnight bank funding rate plus ½ of 1%, (d) certain rates based on SOFR and (e) 0) (“ABR”) plus 1.15% per annum or, following the first year after the New Effective Date, plus 1.05% per annum if the Company has and maintains investment grade credit rating. We may elect either an ABR or SOFR borrowing at each drawdown request, and loans may be converted from one rate to another at any time at our option, subject to certain conditions. Prior to the New Effective Date, we paid a commitment fee at a rate of 0.375% per annum on the daily unused portion of the aggregate commitments under the ING Credit Agreement. On and after the New Effective Date, we will pay a commitment fee at a rate of 0.375% per annum on the daily unused portion of the aggregate commitments under the ING Credit Agreement, subject to increase to 1.00% per annum on the daily unused amount if the daily unused amount is greater than or equal to 65% of the aggregate commitments under the ING Credit Agreement.

At any time during the New Availability Period, the Borrower may propose an increase in the Increased Maximum Commitment to an amount not to exceed the greater of (a) $1,250.0 million and (b) 150% of shareholders’ equity as of the date on which such increased amount is to be effective, subject to certain conditions, including the consent of the lenders to increase their commitments and of ING.

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We have made customary representations and warranties and are required to comply with various affirmative and negative covenants, reporting requirements and other customary requirements for similar credit facilities. As of June 30, 2024, we were in compliance with all financial covenants under the ING Credit Agreement based on the financial information contained in this Quarterly Report on Form 10-Q. Borrowings under the ING Credit Agreement are subject to the leverage restrictions contained in the Investment Company Act.

The ING Credit Agreement contains customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an event of default, ING may terminate the commitments and declare the outstanding loans and all other obligations under the ING Credit Agreement immediately due and payable.

As of June 30, 2024 and September 30, 2023, we had $580.0 million and $320.0 million outstanding under the ING Credit Agreement. For the nine months ended June 30, 2024 and June 30, 2023, our borrowings under the ING Credit Agreement bore interest at a weighted average rate of 7.71% and 6.55%, respectively. We recorded $10,275 and $28,985 of interest expense (inclusive of fees) related to the ING Credit Agreement for the three and nine months ended June 30, 2024, respectively. We recorded $3,999 and $10,018 of interest expense (inclusive of fees) related to the ING Facility for the three and nine months ended June 30, 2023, respectively.

JPM SPV Facility

On February 24, 2023 (the “JPM Closing Date”), we entered into a loan and security agreement (as amended and/or restated, from time to time, the “JPM Loan and Security Agreement”) among OSCF Lending SPV, LLC (“OSCF Lending SPV”), a wholly owned subsidiary of us, as borrower, us, as parent and servicer, Citibank, N.A., as collateral agent and securities intermediary, Virtus Group, LP, as collateral administrator, the lenders party thereto, and JPMorgan Chase Bank, National Association (“JPM”), as administrative agent, pursuant to which JPM agreed to extend credit to OSCF Lending SPV in an aggregate principal amount up to $500 million.

The JPM Loan and Security Agreement provides for a senior secured revolving credit facility that has a reinvestment period ending May 29, 2027 and a stated maturity date of May 29, 2029. Subject to certain conditions, including consent of the lenders and JPM, as administrative agent, at any time during the reinvestment period, OSCF Lending SPV may propose one or more increases in the JPM Maximum Commitment up to an amount not to exceed $1.0 billion. Borrowings under the JPM Loan and Security Agreement shall be denominated in U.S. Dollars and bear interest at a rate per annum equal to the forward-looking term rate with a three-month tenor, based on the SOFR as administered by the Federal Reserve Bank of New York (or a successor administrator), and as published by CME Group Benchmark Administration Limited (or a successor administrator), plus 2.50%.

The obligations of OSCF Lending SPV under the JPM Loan and Security Agreement are secured by all of the assets held by OSCF Lending SPV, including certain loans sold or to be sold or transferred or to be transferred by us to OSCF Lending SPV (such loans, the “JPM Transferred Loans”) pursuant to the terms of the Sale and Participation Agreement, dated as of the JPM Closing Date (the “JPM Sale Agreement” and, together with the JPM Loan and Security Agreement, the “JPM Agreements”), between OSCF Lending SPV, as buyer, and we, as seller, pursuant to which we will sell JPM Transferred Loans to OSCF Lending SPV from time to time. Under the JPM Agreements, we and OSCF Lending SPV, as applicable, have made representations and warranties regarding the JPM Transferred Loans, as well as their businesses, and are required to comply with various covenants, servicing procedures, limitations on the disposition of JPM Transferred Loans, reporting requirements and other customary requirements for similar revolving funding facilities.

Borrowings under the JPM Loan and Security Agreement are subject to various covenants under the JPM Agreements as well as the asset coverage requirement contained in the Investment Company Act.

As of June 30, 2024 and September 30, 2023, OSCF Lending SPV had $230.0 million and $125.0 million outstanding under the JPM Loan and Security Agreement. For the nine months ended June 30, 2024 and June 30, 2023, OSCF Lending SPV’s borrowings under the JPM Loan and Security Agreement bore interest at a weighted average rate of 8.43% and 7.97%, respectively. We recorded $5,203 and $13,032 of interest expense (inclusive of fees) related to the JPM Loan and Security Agreement for the three and nine months ended June 30, 2024, respectively. We recorded $1,216 and $1,577 of interest expense (inclusive of fees) related to the JPM Loan and Security Agreement for the three and nine months ended June 30, 2023, respectively.

SMBC SPV Facility

Effective on and as of September 29, 2023 (the “SMBC Closing Date”), we entered into a loan and security agreement (as amended and/or restated, from time to time, the “SMBC Loan and Security Agreement”) among OSCF Lending III SPV, LLC

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(“OSCF Lending III SPV”), a wholly owned subsidiary of us, as borrower, us, as transferor and servicer, Citibank, N.A., as the account bank, Virtus Group, LP, as collateral custodian, the lenders party thereto, and Sumitomo Mitsui Banking Corporation (“SMBC”), as administrative agent and collateral agent, pursuant to which SMBC agreed to extend credit to OSCF Lending III SPV in an aggregate principal amount up to $150 million at any one time outstanding.

Effective on and as of December 22, 2023, the Company entered into the First Amendment to Loan and Servicing Agreement among OSCF Lending III SPV, the Company, Citibank, N.A., Virtus Group, LP and SMBC, which amended the SMBC Loan and Security Agreement to adjust the concentration limits set forth therein for certain large middle market loan assets that do not contain a maintenance covenant. The SMBC Loan and Security Agreement provides for a senior secured revolving credit facility that has a three-year reinvestment period (the “SMBC Availability Period”) and a stated maturity date that is five years after the SMBC Closing Date. Borrowings under the SMBC Loan and Servicing Agreement shall be denominated in U.S. Dollars and bear interest at a rate per annum equal to, at the request of OSCF Lending III SPV, either (1) SOFR plus 2.45% up to and including 3.00% depending on the collateral securing the facility or (2) the base rate (which is the greatest of the (a) prime rate, (b) federal funds effective rate plus 1/2 of 1%, (c) zero (0%) and (d) one month SOFR plus 1%) plus 1.45% up to and including 2.00% depending on the collateral securing the facility. We are required to pay a non-usage fee of 0.50% on undrawn borrowings during the first three months of the facility and thereafter 0.50% or 0.75% during the remainder of the SMBC Availability Period depending on amounts borrowed by us under the facility.

The obligations of OSCF Lending III SPV under the SMBC Loan and Security Agreement are secured by all of the assets held by OSCF Lending III SPV, including certain loans sold or to be sold or transferred or to be transferred by us to OSCF Lending SPV (such loans, the “SMBC Transferred Loans”) pursuant to the terms of the Sale and Participation Agreement, dated as of the SMBC Closing Date (the “SMBC Sale Agreement” and, together with the SMBC Loan and Security Agreement, the “SMBC Agreements”), between OSCF Lending III SPV, as buyer, and we, as seller, pursuant to which we will sell SMBC Transferred Loans to OSCF Lending III SPV from time to time. Under the SMBC Agreements, we and OSCF Lending SPV, as applicable, have made representations and warranties regarding the SMBC Transferred Loans, as well as their businesses, and are required to comply with various covenants, servicing procedures, limitations on the disposition of SMBC Transferred Loans, reporting requirements and other customary requirements for similar revolving funding facilities.

Borrowings under the SMBC Loan and Security Agreement are subject to various covenants under the SMBC Agreements as well as the asset coverage requirement contained in the Investment Company Act.

As of June 30, 2024, we had $100.0 million outstanding under the SMBC Loan and Security Agreement. For the nine months ended June 30, 2024, our borrowings under the SMBC Loan and Security Agreement bore interest at a weighted average rate of 8.31%. We recorded $820 and $2,689 of interest expense (inclusive of fees) related to the SMBC Loan and Security Agreement for the three and nine months ended June 30, 2024, respectively.

CIBC SPV Facility

Effective on and as of November 21, 2023 (the “CIBC Closing Date”), we entered into a loan and servicing agreement (as amended and/or restated, from time to time, the “CIBC Loan and Servicing Agreement”) among OSCF Lending V SPV, LLC (“OSCF Lending V SPV”), a wholly owned subsidiary of us, as borrower, we, as transferor and servicer, Computershare Trust Company, N.A., as securities intermediary, collateral custodian, collateral agent and collateral administrator, the lenders party thereto, and Canadian Imperial Bank of Commerce (“CIBC”), as administrative agent, pursuant to which CIBC agreed to extend credit to OSCF Lending V SPV in an aggregate principal amount up to $150 million (the “ CIBC Maximum Commitment”) at any one time outstanding.

The CIBC Loan and Servicing Agreement provides for a senior secured revolving credit facility that has a two-year reinvestment period (the “CIBC Availability Period”) and a stated maturity date that is two years after the CIBC Closing Date. Subject to certain conditions, including consent of the lenders and CIBC as administrative agent, during the CIBC Availability Period, OSCF Lending V SPV may propose up to four increases in the CIBC Maximum Commitment up to an amount not to exceed $500 million in the aggregate. On April 26, 2024, the Company increased the CIBC Maximum Commitment to $350 million.

Borrowings under the CIBC Loan and Servicing Agreement shall be denominated in U.S. Dollars and bear interest at a rate per annum equal to, at the request of OSCF Lending V SPV, as borrower, either (1) the SOFR, plus 1.95% or (2) the base rate (which is the greatest of the (a) prime rate, (b) federal funds effective rate plus 1/2 of 1%, (c) zero (0%) and (d) one month SOFR plus 1%) plus 0.95%. The applicable spread otherwise in effect shall be increased by 2% per annum after the stated maturity date or when an event of default has occurred and is continuing. We are required to pay a non-usage fee of 0.50% on undrawn borrowings beginning eight months after the CIBC Closing Date.

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The obligations of OSCF Lending V SPV under the CIBC Loan and Security Agreement are secured by all of the assets held by OSCF Lending V SPV, including loans it has made or acquired (the “OSCF Lending V SPV Loans”). Under the Loan and Servicing Agreement, OSCF Lending V SPV, as borrower, and us, as servicer, have made representations and warranties regarding the OSCF Lending V SPV Loans, as well as the borrower’s and servicer’s businesses, and are required to comply with various covenants, servicing procedures, limitations on the disposition of the OSCF Lending V SPV Loans, reporting requirements and other customary requirements for similar revolving funding facilities.

The CIBC Loan and Servicing Agreement contains customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an event of default, CIBC, as administrative agent, may terminate the commitments and declare the outstanding borrowings and all other obligations under the CIBC Loan and Servicing Agreement immediately due and payable.

Borrowings under the CIBC Loan and Servicing Agreement are subject to various covenants as well as the asset coverage requirement contained in the Investment Company Act.

As of June 30, 2024, we had $225.0 million outstanding under the CIBC Loan and Servicing Agreement. For the nine months ended June 30, 2024, our borrowings under the CIBC Loan and Servicing Agreement bore interest at a weighted average rate of 7.40%. We recorded $4,334 and $4,572 of interest expense (inclusive of fees) related to the CIBC Loan and Servicing Agreement for the three and nine months ended June 30, 2024, respectively.

DBNY SPV Facility

On February 15, 2024 (the “DBNY Closing Date”), we entered into a loan financing and servicing agreement (the “DBNY Loan Financing and Servicing Agreement”), among OSCF Lending IV SPV, LLC (“OSCF Lending IV SPV”), a wholly owned subsidiary of us, as borrower, we, as servicer and equityholder, the lenders party thereto, Deutsche Bank AG, New York Branch (“DBNY”), as facility agent, the other agents parties thereto and Deutsche Bank National Trust Company, as collateral agent and collateral custodian, pursuant to which DBNY has agreed to extend credit to OSCF Lending IV SPV in an aggregate principal amount up to $300 million (the “DBNY Facility Amount”) at any one time outstanding.

The DBNY Loan Financing and Servicing Agreement provides for a senior secured revolving credit facility that has a three-year reinvestment period (the “DBNY Availability Period”). Borrowings under the DBNY Loan Financing and Servicing Agreement shall be denominated in EUR, AUD, CAD, GBP or USD and bear interest at a rate per annum equal to the sum of, for any accrual period and any lender, (i) the applicable margin and (ii) the cost of funds rate for such accrual period and such lender. The applicable margin will be 2.40% per annum prior to the end of the DBNY Availability Period and 3.05% per annum thereafter; provided that, on and after the occurrence of any Event of Default (as defined in the DBNY Loan Financing and Servicing Agreement), the applicable margin shall be increased by 2.00% per annum. The cost of funds rate will be, (a) for each conduit lender, the lower of (x) such conduit lender’s Commercial Paper Rate (as defined in the DBNY Loan Financing and Servicing Agreement) and (y) the SOFR for a three-month tenor as quoted by CME Group Benchmark Administration Limited (which shall in no event be lower than 0.25%), and (b) for each committed lender, the base rate determined by reference to the applicable benchmark index depending on the currency denomination of the advances.

The obligations of OSCF Lending IV SPV under the DBNY Loan Financing and Servicing Agreement are secured by all of the assets held by OSCF Lending IV SPV, including loans it has made or acquired (the “OSCF Lending IV SPV Loans”), except for certain Retained Interests (as defined in the DBNY Loan Financing and Servicing Agreement). Under the Loan Financing and Servicing Agreement, OSCF Lending IV SPV, as borrower, and we, as servicer, have made representations and warranties regarding the OSCF Lending IV SPV Loans, as well as our businesses, and are required to comply with various covenants, servicing procedures, limitations on the disposition of the OSCF Lending IV SPV Loans, reporting requirements and other customary requirements for similar revolving funding facilities. Borrowings under the DBNY Loan Financing and Servicing Agreement are subject to various covenants under the DBNY Loan Financing and Servicing Agreement.

The DBNY Loan Financing and Servicing Agreement contains customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an event of default, DBNY, as facility agent, may terminate the commitments and declare the outstanding borrowings and all other obligations under the DBNY Loan Financing and Servicing Agreement immediately due and payable.

Subject to certain conditions, including consent of DBNY, as facility agent, OSCF Lending IV SPV may (i) propose increases in the DBNY Facility Amount up to an amount not to exceed $1 billion in the aggregate, (ii) add additional lender groups and/or (iii) increase the commitment of any lender group with the consent of such lender group. The DBNY Facility

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Amount may, subject to certain conditions, including consent of DBNY, as facility agent, be so increased to $400 million on the earlier of (x) the six-month anniversary of the DBNY Closing Date and (y) the date selected by OSCF Lending IV SPV (via written notice to DBNY, as facility agent) to so increase the DBNY Facility Amount.

As of June 30, 2024, we had $100.0 million outstanding under the DBNY Loan Financing and Serving Agreement. For the nine months ended June 30, 2024, our borrowings under the DBNY Loan Financing and Servicing Agreement bore interest at a weighted average rate of 7.70%. We recorded $1,887 and $2,002 of interest expense (inclusive of fees) related to the DBNY Loan Financing and Serving Agreement for the nine months ended June 30, 2024, respectively..

MS SPV Facility

On February 23, 2024 (the “MS Closing Date”), we entered into a loan and servicing agreement (the “MS Loan and Servicing Agreement”), among OSCF Lending II SPV, LLC (“OSCF Lending II SPV”), a wholly owned subsidiary of us, as borrower, we, as transferor and servicer, Citibank, N.A., as the collateral agent, account bank and collateral custodian, Virtus Group, LP, as collateral administrator, each of the lenders from time to time party thereto, and Morgan Stanley Asset Funding, Inc. (“MS”), as the administrative agent, pursuant to which MS has agreed to extend credit to OSCF Lending II SPV in an aggregate principal amount up to $200 million (the “MS Maximum Commitment”) at any one time outstanding.

The MS Loan and Servicing Agreement provides for a senior secured revolving credit facility that has a three-year reinvestment period (the “MS Availability Period”) and a stated maturity date that is five years after the MS Closing Date. Advances under the MS Loan and Servicing Agreement shall be denominated in U.S. Dollars and bear interest at a rate per annum equal to SOFR plus 2.35% during the MS Availability Period and 2.85% thereafter; provided that the applicable margin shall be increased by 2.00% per annum (i) during the existence of a Specified Event of Default (as defined in the MS Loan and Servicing Agreement), (ii) upon written notice from MS, as administrative agent (at the direction of required lenders) to OSCF Lending II SPV and us during the existence of any other Event of Default (as defined in the MS Loan and Servicing Agreement) or (iii) after a Facility Maturity Date (as defined in the MS Loan and Servicing Agreement).

The obligations of OSCF Lending II SPV under the MS Loan and Servicing Agreement are secured by all of the assets held by OSCF Lending II SPV, including certain loans it has made or acquired (such loans, the “OSCF Lending II SPV Loans”), except for certain Retained Interests (as defined in the MS Loan and Servicing Agreement). Under the MS Loan and Servicing Agreement, OSCF Lending II SPV, as borrower, and we, as servicer, have made representations and warranties regarding the OSCF Lending II SPV Loans, as well as our businesses, and are required to comply with various covenants, servicing procedures, limitations on the disposition of Loans, reporting requirements and other customary requirements for similar revolving funding facilities.

The MS Loan and Servicing Agreement contains customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an event of default, MS, as administrative agent may terminate the commitments and declare the outstanding loans and all other obligations under the MS Loan and Servicing Agreement immediately due and payable.

Borrowings under the MS Loan and Servicing Agreement are subject to various covenants under the MS Loan and Servicing Agreement as well as the asset coverage requirement contained in the Investment Company Act.

As of June 30, 2024, we had $25.0 million outstanding under the MS Loan and Serving Agreement. For the nine months ended June 30, 2024, our borrowings under the MS Loan and Servicing Agreement bore interest at a weighted average rate of 7.69%. We recorded $602 and $686 of interest expense (inclusive of fees) related to the MS Loan and Serving Agreement for the three and nine months ended June 30, 2024, respectively.

2028 Unsecured Notes

On November 14, 2023, we issued $350 million aggregate principal amount of its 8.400% Notes due 2028 (the “2028 Unsecured Notes”) in a transaction exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act pursuant to an indenture, dated as of November 14, 2023 (the “Base Indenture”), between us and Deutsche Bank Trust Company Americas, as trustee (the “Notes Trustee”), and (2) a first supplemental indenture (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”) to the Base Indenture.

The 2028 Unsecured Notes mature on November 14, 2028, unless previously redeemed or repurchased in accordance with their terms. The 2028 Unsecured Notes bear interest at a rate of 8.400% per year payable semi-annually in arrears on May 14

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and November 14 of each year, commencing on May 14, 2024. The 2028 Unsecured Notes are our direct, unsecured obligations and rank senior in right of payment to its future indebtedness that is expressly subordinated in right of payment to the 2028 Unsecured Notes; equal in right of payment to its existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of its secured indebtedness (including existing unsecured indebtedness that we later secures) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by its subsidiaries, financing vehicles or similar facilities.

The Indenture contains certain covenants, including a covenant requiring us to comply with Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the Investment Company Act, or any successor provisions, but giving effect to any exemptive relief granted to us by the SEC and to provide financial information to the holders of the 2028 Unsecured Notes and the Notes Trustee if we should no longer be subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are set forth in the Indenture.

In connection with the 2028 Unsecured Notes, we entered into an interest rate swap to more closely align the interest rate payable on the 2028 Unsecured Notes with its investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, we receive a fixed interest rate of 8.400% and pays a floating interest rate of the three-month SOFR plus 4.0405% on a notional amount of $350 million.

The below table presents the components of the carrying value of the 2028 Notes as of June 30, 2024:

($ in millions)
Principal	$	350.0
Unamortized financing costs	(3.8)
Unaccreted discount	(1.5)
Interest rate swap fair value adjustment	1.4
Net carrying value	$	346.1
Fair Value	$	373.0

The below table presents the components of interest and other debt expenses related to the 2028 Notes for the three and nine months ended June 30, 2024:

($ in millions)	Three months ended June 30, 2024			Nine months ended June 30, 2024
Coupon interest	$	7.4		$	18.5
Amortization of financing costs and discount	0.3			0.8
Effect of interest rate swap	0.9			2.4
Total interest expense	$	8.6		$	21.7
Coupon interest rate (net of effect of interest rate swaps)	9.360		%	9.380		%

Regulated Investment Company Status and Distributions

We anticipate that we will make quarterly distributions of at least 90% of our realized net ordinary income and net short-term capital gains in excess of our net long-term capital losses, if any, then available for distribution, each as determined by our Board in accordance with applicable law. Any distributions will be declared out of assets legally available for distribution. We expect quarterly distributions to be paid from income primarily generated by interest earned on our investments, although distributions to shareholders may also include a return of capital.

We have elected to be treated, and intend to qualify annually to be treated, as a RIC under Subchapter M of the Code. To maintain RIC qualification, we must distribute to our shareholders, for each tax year, at least 90% of our “investment company taxable income” for that year. In order to avoid certain excise taxes imposed on RICs, we intend to distribute during each calendar year an amount at least equal to the sum of: (1) 98% of our ordinary income for the calendar year; (2) 98.2% of our capital gain net income (both long-term and short-term) for the one-year period ending on October 31 of the calendar year; and, (3) any undistributed ordinary income and capital gain net income for preceding years on which we paid no U.S. federal income tax less certain over-distributions in prior years. In addition, although we currently intend to distribute realized net capital gains (i.e., net long term capital gains in excess of short term capital losses), if any, at least annually, we may in the future decide to retain such capital gains for investment, pay U.S. federal income tax on such amounts at regular corporate tax rates, and elect to treat such gains as deemed distributions to shareholders. We can offer no assurance that we will achieve results that will permit

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the payment of any cash distributions and, to the extent that we issue senior securities, we will be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the Investment Company Act or if distributions are limited by the terms of any of our borrowings.

Depending on the level of taxable income and net capital gain earned in a year, we may choose to carry forward taxable income or net capital gain for distribution in the following year and pay the applicable U.S. federal excise tax. Distributions will be appropriately adjusted for any taxes payable by us or any direct or indirect subsidiary through which it invests (including any corporate, state, local, non-U.S. and withholding taxes). Any Incentive Fee to be paid to our Adviser will not be reduced to take into account any such taxes.

We may generate qualified net interest income or qualified net short-term capital gains that may be exempt from U.S. withholding tax when distributed to foreign shareholders. A RIC is permitted to designate distributions of qualified net interest income and qualified short-term capital gains as exempt from U.S. withholding tax when paid to non-U.S. shareholders with proper documentation.

Recent Developments

Share Issuance

On July 1, 2024, we issued and sold pursuant to our continuous public offering 2,219,119 Class I shares for proceeds of $52.2 million, 949,365 Class S shares for proceeds of $22.3 million and 1,275 Class D shares for proceeds equivalent to the then-current NAV of such Class D shares.

Distributions

On July 25, 2024, our Board of Trustees declared a regular distribution on its outstanding common shares of beneficial interest in the amount per share set forth below:

	Gross Distribution		Shareholder Servicing and/or Distribution Fee		Net Distribution
Class I shares	$	0.2000	$	—	$	0.2000
Class S shares	$	0.2000	$	0.0167	$	0.1833
Class D shares	$	0.2000	$	0.0049	$	0.1951

The distribution was payable to shareholders of record as of July 30, 2024 and was paid on August 28, 2024. The distribution was paid in cash or reinvested in Common Shares for shareholders participating in our distribution reinvestment plan.

2029 Unsecured Notes

On July 23, 2024, in connection with a previously announced private placement, we and the Notes Trustee, entered into a second supplemental indenture (the “Second Supplemental Indenture”) to the Base Indenture. The Second Supplemental Indenture relates to our issuance, offer and sale of $400 million aggregate principal amount of its 6.500% Notes due 2029 (the “2029 Unsecured Notes”).

The 2029 Unsecured Notes mature on July 23, 2029, unless previously redeemed or repurchased in accordance with their terms. The 2029 Unsecured Notes bear interest at a rate of 6.500% per year payable semiannually in arrears on January 23 and July 23 of each year, commencing on January 23, 2025. The 2029 Unsecured Notes are our direct, unsecured obligations and rank senior in right of payment to our future indebtedness that is expressly subordinated in right of payment to the 2029 Unsecured Notes; equal in right of payment to our existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of our secured indebtedness (including existing unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.

The Indenture, as supplemented by the Second Supplemental Indenture, contains certain covenants, including a covenant requiring us to comply with Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the Investment Company Act of 1940, as amended, or any successor provisions, but giving effect to any exemptive relief granted to us by the Securities and Exchange Commission (the “SEC”) and to provide financial information to the holders of the 2029 Unsecured Notes and the

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Trustee if we should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are set forth in the Indenture.

In connection with the 2029 Unsecured Notes, the Company entered into an interest rate swap to more closely align the interest rate payable on the 2029 Unsecured Notes with its investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 6.500% and pays a floating interest rate of the three-month SOFR plus 2.5954% on a notional amount of $400 million.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are subject to financial market risks, including changes in the valuations of our investment portfolio and interest rates.

Valuation Risk

Our investments often do not have a readily available market price, and we value these investments at fair value as determined in good faith by our Adviser, as the valuation designee appointed by our Board of Trustees pursuant to Rule 2a-5 under the Investment Company Act. There is no single standard for determining fair value in good faith and valuation methodologies involve a significant degree of judgment. In addition, our valuation methodology utilizes discount rates in part in valuing our investments, and changes in those discount rates may have an impact on the valuation of our investments. Accordingly, valuations by us do not necessarily represent the amounts which may eventually be realized from sales or other dispositions of investments. Estimated fair values may differ from the values that would have been used had a ready market for the investment existed, and the differences could be material to our consolidated financial statements.

Interest Rate Risk

We are subject to financial market risks, including changes in interest rates. Changes in interest rates may affect both our cost of funding and our interest income from portfolio investments, cash and cash equivalents and idle funds investments. Our risk management procedures are designed to identify and analyze our risk, to set appropriate policies and to continually monitor these risks. Our investment income will be affected by changes in various interest rates, including SOFR, EURIBOR, SONIA, NIBOR and prime rates, to the extent our debt investments include floating interest rates.

As of June 30, 2024, 91.3% of our debt investment portfolio at fair value bore interest at floating rates. As of September 30, 2023, 89.6% of our debt investment portfolio at fair value bore interest at floating rates. The composition of our floating rate debt investments by interest rate floor as of June 30, 2024 and September 30, 2023 was as follows:

	June 30, 2024				September 30, 2023
($ in thousands)	Fair Value		% of Floating Rate Portfolio		Fair Value		% of Floating Rate Portfolio
0%	$	1,012,451	26.57	%	$	248,903	14.50	%
>0% and <1%	1,406,090		36.89		603,477		35.15
1%	1,047,539		27.49		681,256		39.68
>1%	344,994		9.05		183,272		10.67
Total	$	3,811,074	100.00	%	$	1,716,908	100.00	%

Based on our Consolidated Statement of Assets and Liabilities as of June 30, 2024, the following table shows the approximate annualized net increase (decrease) in net assets resulting from operations (excluding the impact of any potential incentive fees) of hypothetical base rate changes in interest rates, assuming no changes in our investment and capital structure. However, there can be no assurances our portfolio companies will be able to meet their contractual obligations at any or all levels of increases in interest rates.

Basis point increase ($ in thousands)	Increase in Interest Income		(Increase) in Interest Expense		Net increase in net assets resulting from operations
250	$	95,995	$	(40,250)	$	55,745
200	76,789		(32,200)		44,589
150	57,583		(24,150)		33,433
100	38,378		(16,100)		22,278
50	19,189		(8,050)		11,139

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Basis point decrease ($ in thousands)	(Decrease) in Interest Income		Decrease in Interest Expense		Net (decrease) in net assets resulting from operations
50	$	(19,240)	$	8,050	$	(11,190)
100	(38,537)		16,100		(22,437)
150	(57,805)		24,150		(33,655)
200	(77,073)		32,200		(44,873)
250	(96,396)		40,250		(56,146)

We regularly measure exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities. Based on this review, we determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates. The interest rate on the principal balance outstanding for primarily all floating rate loans is indexed to the SOFR and/or an alternate base rate, which typically resets semi-annually, quarterly, or monthly at the borrower's option. The borrower may also elect to have multiple interest reset periods for each loan. The following table shows a comparison of the interest rate base for our outstanding debt investments, at principal, and our outstanding borrowings as of June 30, 2024 and September 30, 2023:

	June 30, 2024				September 30, 2023
($ in thousands)	Debt Investments		Borrowings		Debt Investments		Borrowings
Prime rate	$	2,323	$	—	$	—	$	—
LIBOR
90 day	—		—		8,940		—
EURIBOR
30 day	€	—	—		€	21,000	—
90 day	132,432		—		16,530		—
180 day	—		—		15,266		—
NIBOR
90 day	kr	69,331	—		—		—
SOFR
30 day	$	1,377,762	680,000		$	761,709	320,000
90 day (a)	2,048,627		930,000		877,157		125,000
180 day	156,633		—		30,006		—
SONIA	£	115,762	—		£	26,556
Fixed rate	$	375,999	—		$	216,996	—

_____________________

(a) Borrowings include the 2028 Notes, which effectively pay interest at a floating rate under the terms of the interest rate swap.

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Item 4. Controls and Procedures

As of the end of the period covered by this report, management, with the participation of the Company’s Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2024. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Based on the evaluation of our disclosure controls and procedures as of June 30, 2024, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective, at the reasonable assurance level, in timely identifying, recording, processing, summarizing and reporting any material information relating to us that is required to be disclosed in the reports we file or submit under the Exchange Act.

There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

Item 1.     Legal Proceedings

From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies. We are not currently subject to any material legal proceedings, and, to our knowledge, no material legal proceeding is threatened against us.

Item 1A. Risk Factors

Except as set forth below, there have been no material changes to the risk factors discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended September 30, 2023.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds.

There were no unregistered sales of our equity securities during the three months ended June 30, 2024.

Item 3. Defaults Upon Senior Securities

None.

Item 4.     Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the fiscal quarter ended June 30, 2024, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement”.

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Item 6. Exhibits

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:

Exhibit	Description
10.1	Amendment No. 2, dated as of May 29, 2024 to the Loan and Security Agreement, dated as of February 24, 2023, among OSCF Lending SPV, LLC, as borrower, Oaktree Strategic Credit Fund, as parent and servicer, Citibank, N.A., as collateral agent and securities intermediary, Virtus Group, LP, as collateral administrator, the lenders party thereto, and JPMorgan Chase Bank, National Association, as administrative agent (incorporated by reference to Exhibit (13)(l) to the Registrant’s Registration Statement on Form N-14, filed July 26, 2024).
10.2	First Amendment to Loan and Servicing Agreement, dated as of May 17, 2024, to the Loan and Servicing Agreement, dated as of November 21, 2023, among OSCF Lending V SPV, LLC, as borrower, Oaktree Strategic Credit Fund, as transferor and servicer, Computershare Trust Company, N.A., as securities intermediary, collateral custodian, collateral agent and collateral administrator, the lenders party thereto, and Canadian Imperial Bank of Commerce, as administrative agent (incorporated by reference to Exhibit (13)(p) to the Registrant’s Registration Statement on Form N-14, filed July 26, 2024).
10.3	First Amendment to Loan and Servicing Agreement, dated as of May 14, 2024, to the Loan Financing and Servicing Agreement, dated as of February 15, 2024, among OSCF Lending IV SPV, LLC, as borrower, Oaktree Strategic Credit Fund, as servicer and equityholder, the lenders party thereto, Deutsche Bank AG, New York Branch, as facility agent, the other agents parties thereto and Deutsche Bank National Trust Company, as collateral agent and collateral custodian (incorporated by reference to Exhibit (13)(s) to the Registrant’s Registration Statement on Form N-14, filed July 26, 2024).
10.4	Amendment No. 2 to Loan and Servicing Agreement, dated as of June 27, 2024, to the Loan and Servicing Agreement, dated as of September 29, 2023, among OSCF Lending III SPV, LLC, as borrower, Oaktree Strategic Credit Fund, as transferor and servicer, Citibank, N.A., as account bank, Virtus Group, LP, as collateral custodian, the lenders party thereto, and Sumitomo Mitsui Banking Corporation, as administrative agent and collateral agent.*
31.1	Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.*
31.2	Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.*
32.1	Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2	Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS*	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document.
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

OAKTREE STRATEGIC CREDIT FUND
By:	/s/   Armen Panossian
	Armen Panossian
	Chairman, Chief Executive Officer and Chief Investment Officer
By:	/s/    Christopher McKown
	Christopher McKown
	Chief Financial Officer and Treasurer

Date: August 12, 2024

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