As filed with the Securities and Exchange Commission on May 1, 2023
Securities Act Registration No. 333-257789
Investment
Company Registration No. 811-23715
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
REGISTRATION STATEMENT
UNDER
| THE SECURITIES ACT OF 1933 | x |
Pre-Effective Amendment No.
Post-Effective
Amendment No. 3
and/or
REGISTRATION STATEMENT
UNDER
| THE INVESTMENT COMPANY ACT OF 1940 | x |
Amendment No. 4
Oaktree Diversified Income Fund Inc.
(Exact Name of Registrant as Specified in Charter)
Brookfield
Place, 250 Vesey Street
New
York, 10281-1023
(Address
of Principal Executive Offices)
Registrant’s Telephone Number, including Area
Code:
(855)
777-8001
Brian
F. Hurley, Esq.
Oaktree
Diversified Income Fund Inc.
Brookfield
Place, 250
Vesey Street
New
York, 10281-1023
(Name
and Address of Agent for Service)
Copies to:
| Craig
Ruckman Brookfield Public Securities Group LLC Brookfield Place 250 Vesey Street New York, New York 10281-1023 |
Michael R. Rosella, Esq.
Thomas D. Peeney, Esq. Paul Hastings LLP200 Park Avenue New York, New York 10166 (212) 318-6800 |
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Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement. | |
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Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans. |
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Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan. |
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Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto. |
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Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act. |
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Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act. |
| It is proposed that this filing will become effective (check appropriate box): | |
| ¨ | when declared effective pursuant to Section 8(c), or as follows: |
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x |
immediately upon filing pursuant to paragraph (b) of Rule 486. |
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on (date) pursuant to paragraph (b) of Rule 486. |
| ¨ | 60 days after filing pursuant to paragraph (a) of Rule 486. |
| ¨ | on (date) pursuant to paragraph (a) of Rule 486. |
| If appropriate, check the following box: | |
| ¨ | This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
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This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ______. |
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This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ______. |
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This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ______. |
| Check each box that appropriately characterizes the Registrant: | |
| x |
Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)). |
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Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act). |
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Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act). |
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| ¨ | A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form). |
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| Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act). | |
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Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”). |
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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 7(a)(2)(B) of Securities Act. |
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New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing). |
EXPLANATORY NOTE
This Post-Effective Amendment No. 3 (the “Amendment”) to the Registration Statement on Form N-2 of Oaktree Diversified Income Fund Inc. (the “Registrant”) is being filed pursuant to Rule 486(b) under the Securities Act of 1933, as amended, to provide updated financial information and make certain other changes to the Registrant’s Prospectus and Statement of Additional Information.
This Amendment is organized as follows: (a) Prospectus; (b) Statement of Additional Information; and (c) Part C Information relating to the Registrant.
PROSPECTUS
MAY
1, 2023
2023
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OAKTREE DIVERSIFIED INCOME FUND INC. |
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Class D – (ODIDX) |
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Class T– (ODITX) |
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The
U.S. Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this Prospectus.
Any representation to the contrary is a criminal offense.
Oaktree Diversified Income Fund Inc.
| | Class D | | |
ODIDX |
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| | Class T | | |
ODITX |
|
The
Fund. Oaktree Diversified Income Fund Inc. (the “Fund”) is a newly
organized, diversified, closed-end management investment company that continuously offers its shares of common stock (the “Shares”),
and is operated as an “interval fund.”
Securities
Offered. The Fund offers two classes of Shares: Class D Shares and Class T Shares.
The Fund was granted exemptive relief (the “Exemptive Relief”) from the Securities and Exchange Commission (the “SEC”),
permitting the Fund to issue multiple classes of shares and to impose asset-based distribution fees and early-withdrawal fees. At present,
both Class D and Class T Shares are available for purchase. The Fund may offer additional classes of shares in the future.
Investment
Objective. The Fund’s investment objective is to seek current income and
attractive total return.
Investment
Strategy. The Fund seeks to achieve its investment objective by investing globally,
including in emerging market countries, in high-conviction opportunities across Oaktree Fund Advisors, LLC’s (the “Adviser”)
performing credit platform of high-yield bonds, senior loans, including covenant-lite loans, structured credit, emerging markets debt
and convertibles, inclusive of public sector companies that trade on the public markets and private companies that do not have securities
trading on the public markets. High-conviction opportunities are investment opportunities that fall within the Fund’s investment
strategy, which are identified by the Adviser based on its holistic, bottom-up proprietary research and credit analysis, including analysis
of fundamental, valuation, technical and other market factors. The Adviser’s performing credit platform encompasses a broad array
of credit strategy groups that invest in public and private corporate credit instruments across the liquidity spectrum. High-yield bonds
are also referred to as “below-investment grade rated securities” or “junk bonds,” as described in this Prospectus.
Structured credit may include collateralized loan obligations (CLOs), commercial mortgage-backed securities (CMBS), residential mortgage-backed
securities (RMBS) and other asset-based securities. The Fund seeks to add value through three sources: (1) providing exposure to asset
classes that require specialized expertise; (2) performing well in each asset class through proprietary, bottom-up and credit research;
and (3) allocating capital opportunistically among asset classes based on the Adviser’s assessment of relative value.
Interval
Fund Repurchase Offers. The Fund is an “interval fund,” a type of
fund that, in order to provide liquidity to Shareholders, has adopted a fundamental investment policy to make quarterly offers to repurchase
between 5% and 25% of its outstanding Shares at net asset value. Subject to applicable law and approval of the Fund’s Board of Directors,
for each quarterly repurchase offer, the Fund currently expects to offer to repurchase at least 5% of the Fund’s outstanding Shares
at net asset value, which is the minimum amount permitted. The Fund expects the first repurchase offer to be issued within six months
following effectiveness of the Fund’s registration statement. See “Periodic Repurchase Offers” and “Principal
Risks of the Fund — Repurchase Offers Risk.”
Adviser. Oaktree
Fund Advisors, LLC (the “Adviser”) is the Fund’s investment adviser. The Adviser is an affiliate of Oaktree Capital
Management, L.P., a leading global investment management firm headquartered in Los Angeles, California focused on less efficient markets
and alternative investments, and a subsidiary of Oaktree Capital Group, LLC (the Adviser, together with its affiliates, “Oaktree”).
As of December 31, 2022, Oaktree had approximately $170 billion in assets under management.
Administrator. Brookfield
Public Securities Group LLC is the Fund’s administrator (the “Administrator” or “PSG”).
Investing
in the Shares involves certain risks. See “Principal Risks of the Fund” beginning on page [25] of this Prospectus.
| | | |
Offering Price (1) |
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Maximum Sales Load |
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Proceeds to the Fund (2) |
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Class D Shares, per
share |
| | | | CurrentNAV | | | | | | None | | | | | $ |
amount investedat currentNAV |
| |
|
Class T Shares, per
share |
| | | |
CurrentNAV plussales load |
| | | | | 3.00% | | | | | $ |
amount investedat currentNAV less applicable salesload |
| |
(1)
Each
class of Shares is continuously offered at a price equal to NAV per Share, plus, in the case of Class T Shares, a maximum sales load of
up to 3.00% of the offering price. Class D Shares are not subject to a sales load; however, investors transacting in Class D Shares through
a broker acting as an agent for the investor may be required to pay a commission and/or other forms of compensation to the broker. See
“Plan of Distribution — Share Classes.”
(2)
The
Adviser has contractually agreed to waive all or a portion of its investment advisory fees and/or to reimburse certain expenses of the
Fund, including organizational expenses and offering costs, to the extent necessary to maintain the Total Annual Fund Operating Expenses
After Fee Waiver and/or Expense Reimbursement (excluding any front-end or contingent deferred sales loads, brokerage commissions and other
transactional expenses, acquired fund fees and expenses, interest (including, “Interest Payments on Borrowed Funds”), taxes,
and extraordinary expenses, such as litigation; and other expenses not incurred in the ordinary course of the Fund’s business) at
no more than 2.10% for Class D Shares and 2.85% for Class T Shares. The fee waiver and expense reimbursement arrangement will continue
for a period of no less than one year from the effective date of the Fund’s registration statement and may not be terminated by
the Fund or the Adviser before such time. Thereafter, this arrangement may only be terminated or amended to increase the expense cap,
provided that in the case of a termination by the Adviser, the Adviser will provide the Board of Directors with written notice of its
intention to terminate the arrangement prior to the expiration of its then current term. Any waivers and/or reimbursements made by the
Adviser are subject to recoupment from the Fund for a period not to exceed three years after the occurrence of the waiver and/or reimbursement,
provided that the Fund may only make repayments to the Adviser if such repayment does not cause the Fund’s expense ratio (after
the repayment is taken into account) to exceed the lesser of (1) the expense cap in place at the time such amounts were waived,
or (2) the Fund’s current expense cap.
Neither
the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these
securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Prospectus
dated May 1, 2023
Risks. An
investment in the Fund is subject to, among others, the following risks:
•
The
Fund’s Shares are not listed for trading on any national securities exchange. The Fund’s Shares have no trading market and
no market is expected to develop.
•
An
investment in the Fund is not suitable for investors who need certainty about their ability to access all of the money they invest in
the short term.
•
Even
though the Fund will make quarterly repurchase offers for its outstanding Shares, investors should consider Shares of the Fund to be an
illiquid investment.
•
There
is no guarantee that you will be able to sell your Shares at any given time or in the quantity that you desire.
•
There
is no assurance that the Fund will be able to maintain a certain level of distributions to the
holders of Shares
of the Fund (the “Shareholders”).
•
The
Fund’s distributions may be funded from unlimited amounts of offering proceeds or borrowings, which may constitute a return of capital
and reduce the amount of capital available to the Fund for investment. Any capital returned to Shareholders through distributions will
be distributed after payment of fees and expenses. Although the Fund’s distributions may constitute a return of capital, return
of capital does not constitute income.
•
The
ultimate tax characterization of the Fund’s distributions in a calendar year may not finally be determined until after the end of
that calendar year. The Fund may make distributions during a calendar year that exceed the Fund’s net investment income and net
realized capital gains for that year. In such a situation, the amount by which the Fund’s total distributions exceed net investment
income and net realized capital gains would generally be treated as a tax-free return of capital up to the amount of the Shareholder’s
tax basis in his or her Shares, with any amounts exceeding such basis treated as gain from the sale of his or her Shares. Upon a sale
of Shares, a return of capital distribution may result in an investor paying more taxes by reducing the investor’s tax basis.
•
Investors
should carefully consider the Fund’s risks and investment objective, as an investment in the Fund may not be appropriate for all
investors and is not designed to be a complete investment program.
•
Because
of the risks associated with (i) the Fund’s ability to purchase high-yield bonds, senior loans, structured credit, emerging markets
debt and convertibles, and (ii) the Fund’s ability to use leverage, an investment in the Fund should be considered speculative and
involving a high degree of risk, including the risk of a substantial loss of investment.
•
Before
making an investment/allocation decision, investors and financial intermediaries should (i) consider the suitability of this investment
with respect to an investor’s or a client’s investment objective and individual situation and (ii) consider factors such as
an investor’s or a client’s net worth, income, age and risk tolerance.
•
Investment
should be avoided where an investor/client has a short-term investing horizon and/or cannot bear the loss of some or all of their investment.
It is possible that investing in the Fund may result in a loss of some or all of the amount invested.
Before
buying any of the Fund’s Shares, you should read the discussion of the principal risks of investing in the Fund in “Principal
Risks of the Fund” beginning on page [25] of this Prospectus. No assurance can be given that the Fund’s investment objective
will be achieved, and you could lose all of your investment in the Fund.
Leverage. The
Fund intends to add leverage to its portfolio by utilizing borrowings, such as through bank loans and/or other credit facilities, including
through one or more subsidiaries. Although it has no current intention to do so, the Fund may also determine to issue preferred shares
or other types of senior securities to add leverage to its portfolio. The Fund’s Board of Directors may authorize the issuance of
preferred shares without the approval of Shareholders; however, the Fund is not permitted under the Investment Company Act of 1940, as
amended (the “1940 Act” or the “Investment Company Act”), to issue preferred shares as of the date of this Prospectus.
If the Fund issues preferred shares in the future, all costs and expenses relating to the issuance and ongoing maintenance of the preferred
shares will be borne by the Shareholders, and these costs and expenses may be significant. The Fund may choose to increase or decrease,
or eliminate entirely, its use of leverage over time and from time to time based on the Adviser’s assessment of the yield curve
environment, interest rate trends, market conditions and other factors. Under the 1940 Act, the Fund may use borrowings, including loans
from certain financial institutions and the issuance of debt securities, in an aggregate amount of up to 331∕3%
of the Fund’s total assets plus the amount of any such borrowings. Furthermore, the Fund may add leverage to its portfolio through
the issuance of preferred shares in an aggregate amount of up to 50% of the Fund’s total assets immediately after such issuance.
By using leverage, the Fund seeks to obtain a higher return for holders of Shares than if the Fund did not use leverage. Leveraging is
a speculative technique and there are special risks and costs involved. There can be no assurance that a leveraging strategy will be used
or that it will be successful during any period in which it is employed.
Plan
of Distribution. Currently, only Class D and Class T Shares are available for
purchase. In the future, the Fund may also offer additional classes of shares.
The Fund’s
Shares will be sold at a public offering price equal to their net asset value per share, plus a sales charge where applicable. Each share
class represents an investment in the same portfolio of investments, but each class has its own expense structure and arrangements for
shareholder services or distribution, which allows you to choose the class that best fits your situation and eligibility requirements.
Class T Shares of the Fund are primarily offered and sold to retail investors by certain broker-dealers which are members of the Financial
Industry Regulatory Authority (“FINRA”) and which have agreements with the Fund’s distributor, Quasar Distributors,
LLC (the “Distributor”), to sell Class T Shares, but may be made available through other financial firms, including banks
and trust companies and to specified benefit plans (as defined below) and other retirement accounts. Only certain investors are eligible
to purchase Class T Shares. See “Plan of Distribution — Share Classes.”
Class
D Shares. The minimum initial investment for Class D Shares is $25,000 per account,
except that the minimum investment may be modified for certain financial firms that submit orders on behalf of their customers, the Directors
and certain employees and their extended family members of the Adviser and its affiliates. The minimum subsequent investment amount for
Class D Shares is $5,000.
Class
T Shares. The minimum initial investment for Class T Shares is $2,500 per account,
except that the minimum investment may be modified for certain financial firms that submit orders on behalf of their customers, the Directors
and certain employees and their extended family members of the Adviser and its affiliates. The minimum subsequent investment amount for
Class T Shares is $500.
Please read
and retain this Prospectus for future reference. A Statement of Additional Information, dated May 1, 2023 (the “SAI”), and
other materials containing additional information about the Fund have been filed with the SEC. The SAI is incorporated by reference in
its entirety into this Prospectus, which means that it is considered to be part of this Prospectus. You may request a free copy of the
SAI, and other information filed with the SEC, by calling 1-855-862-5873 (toll-free), or by electronic mail at publicinfo@sec.gov. Upon
completion of this offering, the Fund will file annual and semi-annual shareholder reports, proxy statements and other information with
the SEC. To obtain this information or the Fund’s SAI electronically, please visit https://www.brookfieldoaktree.com/fund/oaktree-diversified-income-fund-inc
or call 855-862-5873. You may also call this number to request additional information or to make other inquiries pertaining to the Fund.
You may also obtain a copy of any information regarding the Fund filed with the SEC from the SEC’s website (www.sec.gov).
Important
note: As permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s annual and semi-annual
shareholder reports will not be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be
made available on the Fund’s website (https://www.brookfieldoaktree.com/fund/oaktree-diversified-income-fund-inc), and you will
be notified by mail each time a report is posted and provided with a website link to access the report. You may elect to receive all reports
in paper free of charge. If you invest through a financial intermediary, you may contact your financial intermediary to request that you
receive paper copies of your shareholder reports. If you invest directly with the Fund, you may call 855-862-5873 or send an email request
to publicsecurities.enquiries@brookfield.com to let the Fund know you wish to receive paper copies of your shareholder reports. Your election
to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds
held within the fund complex if you invest directly with the Fund.
The
Fund’s Shares do not represent a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other insured depository
institution, and are not insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.
TABLE
OF CONTENTS
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You
should rely only on the information contained or incorporated by reference in this Prospectus. The Fund has not authorized any other person
to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it.
The Fund is not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
i
Prospectus
Summary
This
is only a summary. This summary may not contain all of the information that you should consider before investing in Shares of the Fund.
You should review the more detailed information contained in this Prospectus and in the Statement of Additional Information. In particular,
you should carefully read the risks of investing in the Fund’s Shares, as discussed under “Principal Risks of the Fund.”
The
Fund
Oaktree
Diversified Income Fund Inc. (the “Fund”) is a newly organized, diversified, closed-end management investment company that
continuously offers its shares of common stock (the “Shares”). The Fund is operated as an “interval fund” (as
defined below).
Continuous
Offering
The
Fund currently offers two classes of Shares: Class D Shares and Class T Shares. Each share class represents an investment in the same
portfolio of investments, but each class has its own expense structure and arrangements for shareholder services or distribution, which
allows you to choose the class that best fits your situation and eligibility requirements. In the future, the Fund may offer additional
classes of shares.
The
Fund continuously offers its Shares through Quasar Distributors, LLC (the “Distributor”), as principal underwriter, on a best
efforts basis. Class D Shares and Class T Shares will be sold on a continuous basis at the Fund’s then current net asset value (“NAV”)
per Share, plus for Class T Shares only, a maximum front-end sales commission of 3.00%. The sale of Shares may be suspended during any
period in which the New York Stock Exchange (“NYSE”) is closed other than weekends or holidays, or if permitted by the rules
of the SEC, when trading on the NYSE is restricted or during an emergency which makes it impracticable for the Fund to dispose of its
securities or to determine fairly the value of its net assets, or during any other period as permitted by the SEC for the protection of
investors. While neither the Fund nor the Distributor impose a front-end sales commission on Class D Shares, if you buy Class D Shares
through certain financial firms, they may directly charge you transaction or other fees in such amount as they may determine. Please consult
your financial firm for additional information.
The
minimum initial investment generally required for Class D Shares is $25,000 per account. The minimum may be waived for Class D Shares
for certain wrap fee programs if approved by the Distributor and for certain intermediaries that have entered into a relevant agreement
with the Distributor. The minimum initial investment generally required for Class T Shares is $2,500 per account. The minimum investments
may be modified for certain financial firms that submit orders on behalf of their customers, the Directors and certain employees and their
extended family members of the Adviser and its affiliates. The minimum subsequent investment amount for Class D Shares is $5,000. The
minimum subsequent investment amount for Class T Shares is $500.
For
additional information regarding each share class, please see “Plan of Distribution — Share Classes” in this Prospectus.
The Fund and the Distributor each reserves the right, in its sole discretion, to suspend the offering of shares of the Fund or to reject
any purchase order, in whole or in part, when, in the judgment of management, such suspension or rejection is in the best interests of
the Fund. The sale of Shares may be suspended during any period in which the NYSE is closed other than weekends or holidays, or if permitted
by the rules of the SEC, when trading on the NYSE is restricted or during an emergency which makes it impracticable for the Fund to dispose
of its securities or to determine fairly the value of its net assets, or during any other period as permitted by the SEC for the protection
of investors. Shareholders will not have the right to redeem their Shares. However, as described below, in order to provide liquidity
to Shareholders, the Fund will conduct periodic repurchase offers for a portion of its outstanding Shares.
Principal
Strategies
The
Fund’s investment objective is to seek current income and attractive total return. The Fund seeks to achieve its investment objective
by investing globally, including in emerging market countries, in high-conviction opportunities across Oaktree Fund Advisors, LLC’s
(the “Adviser”) performing credit
1
platform of high-yield bonds, senior loans, including covenant-lite loans, structured credit,
emerging markets debt and convertibles, inclusive of public sector companies that trade on the public markets and private companies that
do not have securities trading on the public markets. High-conviction opportunities are investment opportunities that fall within the
Fund’s investment strategy, which are identified by the Adviser based on its holistic, bottom-up proprietary research and credit
analysis, including analysis of fundamental, valuation, technical and other market factors. The Adviser’s performing credit platform
encompasses a broad array of credit strategy groups that invest in public and private corporate credit instruments across the liquidity
spectrum. High-yield bonds are also referred to as “below-investment grade rated securities” or “junk bonds,”
as described in this Prospectus. Structured credit may include collateralized loan obligations (CLOs), commercial mortgage-backed securities
(CMBS), residential mortgage-backed securities (RMBS) and other asset-based securities. The Fund seeks to add value through three sources:
(1) providing exposure to asset classes that require specialized expertise; (2) performing well in each asset class through proprietary,
bottom-up, credit research; and (3) allocating capital opportunistically among asset classes based on the Adviser’s assessment of
relative value.
Under normal market conditions, the Fund will attempt to
achieve its investment objective by investing, as a principal strategy, at least 80% of its net assets (plus the amount of any borrowing
for investment purposes) in credit related investments, including, but not limited to, fixed income securities (investment grade debt
and high-yield-debt), floating rate securities (senior loans or structured credit) and other debt instruments and in derivatives (futures,
forward contracts, foreign currency exchange contracts, call and put options, selling or purchasing credit default swaps, and total return
swaps) and other instruments that have economic characteristics similar to such securities or investments (the “80% Policy”).
The Fund may invest in investment grade and below-investment grade rated debt instruments and securities of sovereign and quasi-sovereign
issuers, including debt issued by national, regional or local governments and other agencies. The Fund may invest in securities denominated
in U.S. dollars or in other foreign currencies.
The Fund may change the 80% Policy without Shareholder approval.
The Fund will provide Shareholders with written notice at least 60 days prior to the implementation of any such changes.
It is expected that the Fund normally will have a short average
portfolio duration (i.e., within a 11∕2
to 3-year range), as calculated by the Adviser, although it may be shorter or longer at any time or from time to time depending on market
conditions and other factors. While the Fund seeks to maintain a short average portfolio duration, there is no limit on the maturity or
duration of any individual security in which the Fund may invest. Duration is a measure used to determine the sensitivity of a security’s
price to changes in interest rates. The Fund’s duration strategy may entail maintaining a negative average portfolio duration from
time to time, which would potentially benefit the portfolio in an environment of rising market interest rates but would generally adversely
impact the portfolio in an environment of falling or neutral market interest rates.
Adviser
Oaktree Fund Advisors, LLC (the “Adviser”), a
Delaware limited liability company and a registered investment adviser under the Investment Advisers Act of 1940, as amended, serves as
the investment advisor to the Fund. The Adviser is an affiliate of Oaktree Capital Management, L.P. (“OCM”), a leading global
investment management firm headquartered in Los Angeles, California focused on less efficient markets and alternative investments, and
is a subsidiary of Oaktree Capital Group, LLC (“OCG,” together with OCM and the Adviser, “Oaktree”). Oaktree was
formed in April 1995 and is a leading global investment management firm headquartered in Los Angeles, California, with more than 1,050
employees throughout offices in 20 cities worldwide. As of December 31, 2022, Oaktree had approximately $170 billion in assets under management.
Oaktree’s senior executives and investment professionals have focused on less efficient markets and alternative investments for
the past 37 years. Oaktree emphasizes an opportunistic, value-oriented approach to investments in distressed debt, corporate debt (including
mezzanine finance, direct lending, high yield debt and senior loans), control investing, convertible securities, real estate, listed equities
and multi-strategy solutions.
2
The firm’s competitive advantages include its experienced team of
investment professionals, a global platform and a unifying investment philosophy. This investment philosophy — the six tenets of
which are risk control, consistency, market inefficiency, specialization, bottom-up analysis and disavowal of market timing — is
complemented by a set of core business principles that articulate Oaktree’s commitment to excellence in investing; commonality of
interests with clients; a collaborative and cooperative culture; and a disciplined, opportunistic approach to the expansion of offerings.
As a result of consistent application of our philosophy and principles, Oaktree has earned a large and distinguished clientele. Among
Oaktree’s clients are 69 of the 100 largest U.S. pension plans, more than 500 corporations around the world, 39 of the 50 state
retirement plans in the United States, over 300 endowments and foundations globally, and 15 sovereign wealth funds.
The firm’s expertise in investing across the capital
structure has allowed Oaktree to cultivate a diversified mix of global investment strategies in four categories: credit, private equity,
real assets and listed equities. Importantly, the expansion of our strategies has been achieved primarily through “step-outs”
into highly related fields, based on identifying markets that (a) Oaktree believes have the potential for attractive returns, and (b)
can be exploited in a manner consistent with the firm’s philosophy focused on risk control.
In 2019, Brookfield Asset Management ULC (formerly, Brookfield
Asset Management Inc.), an unlimited liability company formed under the laws of British Columbia, Canada (“BAM ULC”) (“Brookfield”),
acquired a majority interest in Oaktree. Brookfield Corporation, a publicly traded company (NYSE: BN; TSX: BN), holds a 75% interest in
BAM ULC, while Brookfield Asset Management Ltd., a publicly traded company (NYSE: BAM; TSX: BAMA) (“Brookfield Asset Management”),
holds a 25% interest in BAM ULC. Brookfield Asset Management is a leading global alternative asset manager focused on real estate, renewable
power, infrastructure and private equity, with approximately $750 billion of assets under management as of December 31, 2022. Together,
Brookfield and Oaktree provide investors with one of the most comprehensive offerings of alternative investment products available today.While
partnering to leverage one another’s strengths, Oaktree operates as an independent business within the Brookfield family, with its
own product offerings and investment, marketing, and support teams. As of December 31, 2022, Oaktree had approximately $5.6 billion under
management.
Oaktree’s primary firm-wide goal is to achieve attractive
returns while bearing less than commensurate risk. Oaktree believes that it can achieve this goal by taking advantage of market inefficiencies
in which financial markets and their participants fail to accurately value assets or fail to make available to companies the capital that
they reasonably require.
Bruce Karsh, Wayne Dahl, Armen Panossian, Danielle Poli,
and David Rosenberg are the portfolio managers that are primarily responsible for the day-to-day management of the Fund. Bruce Karsh is
the lead portfolio manager for the Fund.
Periodic Repurchase Offers
The Fund is an “interval fund,” a type of fund
that, in order to provide liquidity to Shareholders, has adopted a fundamental investment policy, which may only be changed with Shareholder
approval, to make quarterly offers to repurchase between 5% and 25% of its outstanding Shares at NAV (“Interval Fund”). Subject
to applicable law and approval of the Fund’s Board of Directors (the “Board” or “Board of Directors”), for
each quarterly repurchase offer, the Fund currently expects to offer to repurchase at least 5% of the Fund’s outstanding Shares
at NAV, which is the minimum amount permitted. Written notification of each quarterly repurchase offer (the “Repurchase Offer Notice”)
will be sent to Shareholders at least 21 calendar days before the repurchase request deadline (i.e.,
the date by which Shareholders can tender their Shares in response to a repurchase offer) (the “Repurchase Request Deadline”).
The Fund does not currently charge a repurchase fee. However, in the future the Fund may charge a repurchase fee of up to 2.00%, which
the Fund would retain to help offset non-de minimis estimated costs related to the repurchase incurred by the Fund, directly or indirectly,
as a result of repurchasing Shares, thus allocating estimated transaction costs to the Shareholder whose Shares are being repurchased.
The Fund may introduce, or modify the amount of, a repurchase fee at any time. The Fund will provide advance notice to
3
Shareholders of any such introduction or modification of the repurchase fee. The Fund may
also waive or reduce a repurchase fee if the Adviser determines that the repurchase is offset by a corresponding purchase or if for other
reasons the Fund will not incur transaction costs or will incur reduced transaction costs. The Fund’s Shares are not listed for
trading on any securities exchange. There is currently no secondary market for its Shares and the Fund does not expect any secondary market
to develop for its Shares. Accordingly, you may not be able to sell Shares when and/or in the amount that you desire. Investors should
consider Shares of the Fund to be an illiquid investment. Thus, the Shares are appropriate only as a long-term investment. In addition,
the Fund’s repurchase offers may subject the Fund and Shareholders to special risks. See “Principal Risks of the Fund —
Repurchase Offers Risk.”
Use of Leverage
The Fund intends to add leverage to its portfolio by utilizing
borrowings, such as through bank loans and/or other credit facilities, including through one or more subsidiaries.
The Fund may also enter into other transactions that may
give rise to a form of leverage including, among others, loans of portfolio securities. Although it has no current intention to do so,
the Fund may also determine to issue preferred shares or other types of senior securities to add leverage to its portfolio. The Fund’s
Board of Directors may authorize the issuance of preferred shares without the approval of the holders of Shares of the Fund (the “Shareholders”);
however, the Fund is not permitted under the 1940 Act to issue preferred shares as of the date of this Prospectus. If the Fund issues
preferred shares in the future, all costs and expenses relating to the issuance and ongoing maintenance of the preferred shares will be
borne by the Shareholders, and these costs and expenses may be significant. The Fund may choose to increase or decrease, or eliminate
entirely, its use of leverage over time and from time to time based on the Adviser’s assessment of the yield curve environment,
interest rate trends, market conditions and other factors. The net proceeds the Fund obtains from leverage utilized will be invested in
accordance with the Fund’s investment objective and policies as described in this Prospectus. So long as the rate of return, net
of applicable Fund expenses, on the debt obligations and other investments purchased by the Fund exceeds the costs to the Fund of the
leverage it utilizes, the investment of the Fund’s assets attributable to leverage will generate more income than will be needed
to pay the costs of the leverage. If so, and all other things being equal, the excess may be used to pay higher dividends to Shareholders
than if the Fund were not so leveraged. The 1940 Act generally prohibits the Fund from engaging in most forms of leverage (including the
use of bank loans or other credit facilities, certain derivative transactions, loans of portfolio securities, short sales and whenissued,
delayed delivery and forward commitment transactions, to the extent that these instruments are not covered as described below) unless
immediately after the issuance of the leverage the Fund has satisfied the asset coverage test with respect to senior securities representing
indebtedness prescribed by the 1940 Act; that is, the value of the Fund’s total assets less all liabilities and indebtedness not
represented by senior securities (for these purposes, “total net assets”) is at least 300% of the senior securities representing
indebtedness (effectively limiting the use of leverage through senior securities representing indebtedness to 331∕3%
of the Fund’s total net assets, including assets attributable to such leverage). In addition, the Fund is not permitted to declare
any cash dividend or other distribution on Shares unless, at the time of such declaration, this asset coverage test is satisfied. To the
extent that the Fund engages in borrowings, it may prepay a portion of the principal amount of the borrowing to the extent necessary in
order to maintain the required asset coverage. Failure to maintain certain asset coverage requirements could result in an event of default.
Leveraging is a speculative technique, and there are special
risks and costs involved. There is no assurance that the Fund will utilize borrowings, issue preferred shares or utilize any other forms
of leverage. If used, there can be no assurance that the Fund’s leveraging strategies will be successful or result in a higher yield
on your Shares. When leverage is used, the net asset value of the Shares and the yield to Shareholders will be more volatile. In addition,
interest and other expenses borne by the Fund with respect to its use of borrowings or any other forms of leverage are borne by the Shareholders
and result in a reduction of the net asset value of the Shares. In addition, because the fees received by the Adviser are based on the
average daily value of the Fund’s average daily net assets plus the amount of borrowings for
4
investment purposes (“Managed Assets”), the Adviser has a financial incentive
for the Fund to use certain forms of leverage (e.g., borrowings and preferred shares), which may
create a conflict of interest between the Adviser, on the one hand, and the Shareholders, on the other hand.
Please see “Leverage,” and “Principal Risks
of the Fund — Leverage Risk” for additional information regarding leverage and related risks.
Distributions
The Fund intends to distribute substantially all of its net
investment income to Shareholders in the form of distributions. The Fund intends to declare and pay distributions quarterly to Shareholders
of record. In addition, the Fund intends to distribute any net capital gains earned from the sale of portfolio securities to Shareholders
no less frequently than annually. Net short-term capital gains may be paid more frequently.
Unless a Shareholder specifies otherwise, distributions will
be reinvested in Shares of the Fund in accordance with the Fund’s dividend reinvestment plan. The Fund may pay distributions from
sources that may not be available in the future and that are unrelated to the Fund’s performance, such as from offering proceeds
and/or borrowings. See “Distributions” and “Dividend Reinvestment Plan.”
Distributor, Custodian and Transfer Agent
Quasar Distributors, LLC, located at 111 East Kilbourn Avenue,
Suite 2200, Milwaukee, Wisconsin 53202, serves as the Fund’s principal underwriter and distributor. U.S. Bank National Association,
located at 1555 North River Center Drive, Suite 302, Milwaukee, Wisconsin 53212, serves as the custodian (the “Custodian”)
of the Fund’s assets pursuant to a custody agreement. U.S. Bancorp Fund Services, LLC, located at 615 East Michigan Street, Milwaukee,
Wisconsin 53202, serves as the Fund’s transfer agent and dividend disbursing agent with respect to the Shares of the Fund.
Unlisted Closed-End Fund Structure; Limited Liquidity
The Fund’s Shares are not listed for trading on any
securities exchange. There is currently no secondary market for its Shares and the Fund does not expect any secondary market to develop
for its Shares. Shareholders of the Fund are not able to have their Shares redeemed or otherwise sell their Shares on a daily basis because
the Fund is an unlisted closed-end fund. In order to provide liquidity to Shareholders, the Fund is structured as an Interval Fund and
conducts periodic repurchase offers for a portion of its outstanding Shares, as described herein. Investors should consider Shares of
the Fund to be an illiquid investment. An investment in the Fund is suitable only for long-term investors who can bear the risks associated
with the limited liquidity of the Shares. Investors should consider their investment goals, time horizons and risk tolerance before investing
in the Fund.
Market Risk
Global economies and financial markets are increasingly interconnected,
which increases the likelihood that events or conditions in one country or region will adversely impact markets or issuers in other countries
or regions. Securities in the Fund’s portfolio may underperform in comparison to securities in general financial markets, a particular
financial market, or other asset classes due to a number of factors, including inflation (or expectations for inflation), deflation (or
expectations for deflation), interest rates, global demand for particular products or resources, market instability, debt crises and downgrades,
embargoes, tariffs, sanctions and other trade barriers, regulatory events, other governmental trade or market control programs and related
geopolitical events. In addition, the value of the Fund’s investments may be negatively affected by the occurrence of global events
such as war, terrorism, environmental disasters, natural disasters or events, country instability, and infectious disease epidemics or
pandemics.
For example, the outbreak of COVID-19, a novel coronavirus
disease, has negatively affected economies, markets and individual companies throughout the world, including those in which the Fund may
invest. The effects of this pandemic to public health and business and market conditions, including
5
exchange trading suspensions and closures, may continue to have a significant negative impact
on the performance of the Fund’s investments, increase the Fund’s volatility, exacerbate pre-existing political, social and
economic risks to the Fund, and negatively impact broad segments of businesses and populations. The Fund’s operations may be interrupted
as a result, which may contribute to the negative impact on investment performance. In addition, governments, their regulatory agencies,
or self-regulatory organizations may take actions in response to the pandemic that affect the instruments in which the Fund invests, or
the issuers of such instruments, in ways that could have a significant negative impact on the Fund’s investment performance. The
full impact of the COVID-19 pandemic, or other future epidemics or pandemics, is currently unknown.
Inflation Risk
Inflation risk is the risk that the value of assets or income
from investments will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of
the Fund’s shares and distributions thereon can decline. Inflation risk is linked to increases in the prices of goods and services
and a decrease in the purchasing power of money. Recently, inflation has risen at its highest rate in four decades in the U.S. Inflation
may reduce the intrinsic value of an investment in the Fund. While the Biden Administration and the Federal Reserve have made efforts
to reduce the effects of inflation on the U.S. economy and financial markets, the mitigating effects of such efforts are uncertain.
Investor Suitability
An investment in the Fund involves a considerable amount
of risk. It is possible that you will lose money. An investment in the Fund is suitable only for investors who can bear the risks associated
with the limited liquidity of the Shares and should be viewed as a long-term investment. Before making your investment decision, you should
(i) consider the suitability of this investment with respect to your investment goals and personal financial situation, and (ii) consider
factors such as your personal net worth, income, age, risk tolerance and liquidity needs. An investment in the Fund should not be viewed
as a complete investment program.
Summary of Principal Risks of the Fund
Investing in the Fund’s Shares involves a number of
significant risks. Below is a summary of some of the principal risks of investing in the Fund. Before you invest in the Fund’s Shares,
you should be aware of various risks, including those described below. For a more complete discussion of the risks of investing in the
Fund, see “Principal Risks of the Fund.”
Limited Operating History
The Fund is a newly organized, diversified, closed-end management
investment company. The Fund has a limited history of operations and no history of public trading and is subject to all of the business
risks and uncertainties associated with any new business. As a result, prospective investors have a limited track record or history on
which to base their investment decisions. The Fund is designed for long-term investors and not as a trading vehicle.
Investment Risk
An investment in the Fund’s Shares is subject to investment
risk, including the possible loss of the entire principal amount invested. An investment in the Shares represents an indirect investment
in the investments and other financial assets owned by the Fund. The value of the Fund’s investments will generally fluctuate with,
among other things, changes in prevailing interest rates, federal tax rates, counterparty risk, general economic conditions, the condition
of certain financial markets, developments or trends in any particular industry and the financial condition of the issuer. Lower-quality
debt securities involve greater risk of default or price changes and their value can fluctuate, especially during periods of increased
market volatility, economic recessions or periods of high interest rates. The Fund anticipates using leverage, which would magnify the
Fund’s investment, market and certain other risks. See “Principal Risks of the Fund — Leverage Risk.”
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Asset Allocation Risk
The Fund’s investment performance depends upon how
its assets are allocated and reallocated. A principal risk of investing in the Fund is that the Adviser may make less than optimal or
poor asset allocation decisions. The Adviser employs an active approach to allocation across multiple sectors, but there is no guarantee
that such allocation techniques will produce the desired results. It is possible that the Adviser will focus on an investment that performs
poorly or underperforms other investments under various market conditions. You could lose money on your investment in the Fund as a result
of these allocation decisions.
Issuer Risk
The value of securities may decline for a number of reasons
that directly relate to a security’s issuer, such as its financial strength, management performance, financial leverage and reduced
demand for the issuer’s goods and services, as well as the historical and prospective earnings of the issuer and the value of its
assets. A change in the financial condition of a single issuer may affect securities markets as a whole. These risks can apply to the
Shares issued by the Fund and to the issuers of securities and other instruments in which the Fund invests.
Repurchase Offers Risk
As described under “Periodic Repurchase Offers”
above, the Fund is an Interval Fund and, in order to provide liquidity to Shareholders, the Fund, subject to applicable law, conducts
quarterly repurchase offers of the Fund’s outstanding Shares at NAV, subject to approval of the Board of Directors. In all cases
such repurchases will be for at least 5% and not more than 25% of its outstanding Shares at NAV, pursuant to Rule 23c-3 under the 1940
Act. The Fund believes that these repurchase offers are generally beneficial to the Fund’s Shareholders, and repurchases generally
will be funded from available cash or sales of portfolio securities. However, repurchase offers and the need to fund repurchase obligations
may affect the ability of the Fund to be fully invested or force the Fund to maintain a higher percentage of its assets in liquid investments,
which may harm the Fund’s investment performance. Moreover, diminution in the size of the Fund through repurchases may result in
untimely sales of portfolio securities (with associated imputed transaction costs, which may be significant), and may limit the ability
of the Fund to participate in new investment opportunities or to achieve its investment objective. The Fund may accumulate cash by holding
back (i.e., not reinvesting) payments received in connection with the Fund’s investments.
The Fund believes that payments received in connection with the Fund’s investments will generate sufficient cash to meet the maximum
potential amount of the Fund’s repurchase obligations. If at any time cash and other liquid assets held by the Fund are not sufficient
to meet the Fund’s repurchase obligations, the Fund intends, if necessary, to sell investments. If, as expected, the Fund employs
investment leverage, repurchases of Shares would compound the adverse effects of leverage in a declining market. In addition, if the Fund
borrows to finance repurchases, interest on that borrowing will negatively affect Shareholders who do not tender their Shares by increasing
the Fund’s expenses and reducing any net investment income.
If a repurchase offer is oversubscribed, the Fund may determine
to increase the amount repurchased by up to 2% of the Fund’s outstanding shares as of the date of the Repurchase Request Deadline.
In the event that the Fund determines not to repurchase more than the repurchase offer amount, or if Shareholders tender more than the
repurchase offer amount plus 2% of the Fund’s outstanding shares as of the date of the Repurchase Request Deadline, the Fund will
repurchase the Shares tendered on a pro rata basis, and Shareholders will have to wait until the
next repurchase offer to make another repurchase request. As a result, Shareholders may be unable to liquidate all or a given percentage
of their investment in the Fund during a particular repurchase offer. Notwithstanding the foregoing, the Fund may, in its sole discretion
and for administrative convenience, accept all Shares tendered for repurchase by Shareholders who own less than one hundred Shares and
who tender all of their Shares, before prorating other amounts tendered. Some Shareholders, in anticipation of proration, may tender more
Shares than they wish to have repurchased in a particular quarter, thereby increasing the likelihood that proration will occur. The NAV
of the Fund’s Shares tendered in a repurchase offer may decline between the Repurchase Request Deadline and the date on which the
NAV for tendered Shares is determined. In addition, the repurchase of Shares by the Fund will be a taxable event to Shareholders, potentially
even to those Shareholders that do
7
not participate in the repurchase. For a discussion of these tax consequences, please see
“Tax Matters” and “Taxation” in the Statement of Additional Information.
Large Shareholder Risk
To the extent a large proportion of Shares are held by a
small number of Shareholders (or a single Shareholder), including affiliates of the Adviser, the Fund is subject to the risk that these
Shareholders will seek to sell Shares in large amounts rapidly in connection with repurchase offers. These transactions could adversely
affect the ability of the Fund to conduct its investment program. Furthermore, it is possible that in response to a repurchase offer,
the total amount of Shares tendered by a small number of Shareholders (or a single Shareholder) may exceed the number of Shares that the
Fund has offered to repurchase. If a repurchase offer is oversubscribed by Shareholders, the Fund will repurchase only a pro
rata portion of shares tendered by each Shareholder. However, the Fund may determine to increase the repurchase offer by up to
2% of the Fund’s outstanding Shares as of the date of the Repurchase Request Deadline. If the Fund only repurchases a pro
rata portion of shares tendered in connection with an oversubscribed repurchase offer, Shareholders unaffiliated with the Adviser
will not be given priority over Shareholders that are affiliates of the Adviser, whose holdings in the Fund may be significant and may
have the effect of diluting third-party Shareholders with respect to any repurchase offer. See “Principal Risks of the Fund —
Repurchase Offers Risk.”
Management Risk
The Fund does not have internal management capacity or
employees. The Fund depends on the diligence, skill and network of business contacts of the senior investment professionals of the Adviser
to achieve the Fund’s investment objective. The Fund expects that the Adviser will evaluate, negotiate, structure, close and monitor
the Fund’s investments in accordance with the terms of the management agreement between the Fund and the Adviser (“Management
Agreement”). The Fund can offer no assurance, however, that the senior investment professionals of the Adviser will continue to
provide investment advice to us. The loss of any member of the Adviser’s investment committee or of other senior investment professionals
of the Adviser and its affiliates would limit the Fund’s ability to achieve its investment objective and operate as the Fund anticipates.
This could have a material adverse effect on the Fund’s financial condition, results of operations and cash flows.
Interest Rate Risk
General interest rate fluctuations may have a substantial
negative impact on the Fund’s investments and investment opportunities, and, accordingly, may have a material adverse effect on
the Fund’s investment objective and rate of return on investment capital. A portion of the Fund’s income will depend upon
the difference between the rate at which it borrows funds and the interest rate on the debt securities in which it invests. Because the
Fund will borrow money to make investments and may issue debt securities, preferred stock or other securities, the Fund’s net investment
income is dependent upon the difference between the rate at which the Fund borrows funds or pays interest or dividends on such debt securities,
preferred stock or other securities and the rate at which the Fund invests these funds. Typically, the Fund anticipates that its interest-earning
investments will accrue and pay interest at both variable and fixed rates, and that its interest bearing liabilities will accrue interest
at variable and fixed rates.
High-Yield (“Junk”) Securities Risk
Investors should recognize that below investment grade
and unrated securities in which the Fund will invest subject Fund Shareholders to greater levels of credit risk, call risk and liquidity
risk than funds that do not invest in such securities. Generally, lower rated or unrated securities of equivalent credit quality offer
a higher return potential than higher rated securities but involve greater volatility of price and greater risk of loss of income and
principal, including the possibility of a default or bankruptcy of the issuers of such securities. Lower rated securities and comparable
unrated securities will likely have larger uncertainties or major risk exposure to adverse conditions and are predominantly speculative.
The occurrence of adverse conditions and uncertainties would likely reduce the value of securities held by the Fund, with a commensurate
effect on the value of the Fund’s Shares.
8
Distressed Securities Risk
An investment in the securities of financially distressed
issuers can involve substantial risks. These securities may present a substantial risk of default or may be in default at the time of
investment. The Fund may incur additional expenses to the extent it is required to seek recovery upon a default in the payment of principal
or interest on its portfolio holdings. In any reorganization or liquidation proceeding relating to a portfolio company, the Fund may lose
its entire investment or may be required to accept cash or securities with a value less than its original investment. Among the risks
inherent in investments in a troubled entity is the fact that it frequently may be difficult to obtain information as to the true financial
condition of such issuer. The Adviser’s judgment about the credit quality of the issuer and the relative value and liquidity of
its securities may prove to be wrong.
Bank Loan Risk
Bank loans (including senior loans) are usually rated below
investment grade. The market for bank loans may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement
periods. Investments in bank loans are typically in the form of an assignment or participation. Investors in a loan participation assume
the credit risk associated with the borrower and may assume the credit risk associated with an interposed financial intermediary. Accordingly,
if a lead lender becomes insolvent or a loan is foreclosed, the Fund could experience delays in receiving payments or suffer a loss. In
an assignment, the Fund effectively becomes a lender under the loan agreement with the same rights and obligations as the assigning bank
or other financial intermediary.
Accordingly, if the loan is foreclosed, the Fund could become
part owner of any collateral, and would bear the costs and liabilities associated with owning and disposing of the collateral. Due to
their lower place in the borrower’s capital structure and possible unsecured status, junior loans involve a higher degree of overall
risk than senior loans of the same borrower. In addition, the floating rate feature of loans means that bank loans will not generally
experience capital appreciation in a declining interest rate environment. Declines in interest rates may also increase prepayments of
debt obligations and require the Fund to invest assets at lower yields.
The Fund may also invest in second-lien loans, which entail
risks including (a) the subordination of the Fund’s claims to a senior lien in terms of the coverage and recovery of the collateral
and (b) the prohibition of or limitation on the right to foreclose on a second-lien loan or exercise other rights as a second-lien holder.
In certain cases, therefore, no recovery may be available from a defaulted second-lien loan. The level of risk associated with investments
in second-lien loans increases to the extent such investments are loans of distressed or below investment grade companies.
Covenant-Lite Loans Risk
Covenant-lite loans contain fewer maintenance covenants than
other types of loans, or no maintenance covenants, and may not include terms that allow the lender to monitor the performance of the borrower
and declare a default if certain criteria are breached. Covenant-lite loans may carry more risk than traditional loans as they allow individuals
and corporations to engage in activities that would otherwise be difficult or impossible under a covenant-heavy loan agreement. In the
event of default, covenant-lite loans may exhibit diminished recovery values as the lender may not have the opportunity to negotiate with
the borrower prior to default.
Collateralized Loan Obligation (“CLO”) Risk
CLOs and other similarly structured securities are types
of asset-backed securities. The cash flows from the CLO trust are split into two or more portions, called tranches, varying in risk and
yield. The riskiest portion is the “equity” tranche which bears the bulk of defaults from the loans in the trust and serves
to protect the other, more senior tranches from default in all but the most severe circumstances. Since it is partially protected from
defaults, a senior tranche from a CLO trust typically has higher ratings and lower yields than the underlying securities, and can be rated
investment grade. Despite the protection from the
9
equity tranche, CLO tranches can experience substantial losses due to actual defaults, increased
sensitivity to defaults due to collateral default and disappearance of protecting tranches, market anticipation of defaults and aversion
to CLO securities as a class. The risks of an investment in a CLO depend largely on the collateral and the class of the CLO in which the
Fund invests. Normally, CLOs and other similarly structured securities are privately offered and sold, and thus are not registered under
the securities laws. As a result, investments in CLOs may be characterized by the Fund as illiquid securities; however, an active dealer
market, or other relevant measures of liquidity, may exist for CLOs allowing a CLO potentially to be deemed liquid by the Adviser under
liquidity policies approved by the Fund’s Board of Directors. In addition to the risks associated with debt instruments (e.g.,
interest rate risk and credit risk), CLOs carry additional risks including, but not limited to: (i) the possibility that distributions
from collateral securities will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in
value or default; (iii) the possibility that the Fund may invest in CLOs that are subordinate to other classes; and (iv) the complex structure
of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment
results.
Mortgage- and Asset-Backed Securities
The Fund may invest in a variety of mortgage related and
other asset-backed securities, including both commercial and residential mortgage securities and other mortgage-backed instruments issued
on a public or private basis. Mortgage-backed securities represent the right to receive a portion of principal and/or interest payments
made on a pool of residential or commercial mortgage loans. When interest rates fall, borrowers may refinance or otherwise repay principal
on their mortgages earlier than scheduled. When this happens, certain types of mortgage-backed securities will be paid off more quickly
than originally anticipated and the Fund will have to invest the proceeds in securities with lower yields. This risk is known as “prepayment
risk.” When interest rates rise, certain types of mortgage-backed securities will be paid off more slowly than originally anticipated
and the value of these securities will fall. This risk is known as “extension risk.” Because of prepayment risk, mortgage-backed
securities react differently to changes in interest rates than other fixed income securities. Small movements in interest rates (both
increases and decreases) may quickly and significantly reduce the value of certain mortgage-backed securities.
Residential Mortgage-Backed Securities Risk
The investment characteristics of RMBS differ from those
of traditional debt securities. The major differences include the fact that, on certain RMBS, prepayments of principal may be made at
any time. Prepayment rates are influenced by changes in current interest rates and a variety of economic, geographic, social and other
factors and cannot be predicted with certainty. Subordinated classes of CMOs are entitled to receive repayment of principal in many cases
only after all required principal payments have been made to more senior classes and also have subordinated rights as to receipt of interest
distributions. Such subordinated classes are subject to a greater risk of non-payment than are senior classes of CMOs guaranteed by an
agency or instrumentality of the U.S. Government.
Commercial Mortgage-Backed Securities Risk
CMBS may involve the risks of delinquent payments of interest
and principal, early prepayments and potentially unrecoverable principal loss from the sale of foreclosed property. Subordinated classes
of CMBS are entitled to receive repayment of principal only after all required principal payments have been made to more senior classes
and also have subordinated rights as to receipt of interest distributions. Such subordinated classes are subject to a greater risk of
non-payment than are senior classes.
Derivatives Risk
The use of derivative instruments involves risks different
from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives
are subject to a number of risks, such as liquidity risk (which may be heightened for highly-customized derivatives), interest rate risk,
market risk, credit risk, leveraging risk, counterparty risk, tax risk, and management risk, as well as risks arising from changes in
applicable requirements. They also involve the risk of mispricing,
10
the risk of unfavorable or ambiguous documentation and the risk that changes in the value
of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund’s use of derivatives may increase
or accelerate the amount of taxes payable by Shareholders.
The SEC recently adopted Rule 18f-4 under the 1940 Act, which
regulates the use of derivatives, short sales, reverse repurchase agreements and certain other transactions for certain funds registered
under the 1940 Act. Among other things, Rule 18f-4 requires funds that invest in derivative instruments beyond a specified limited amount
to apply a value-at-risk (“VaR”) based limit to their use of certain derivative instruments and financing transactions and
to adopt and implement a derivatives risk management program. Consequently, unless a fund qualifies as a “limited derivatives user”
as defined in Rule 18f-4, the fund has established a comprehensive derivatives risk management program to comply with a VaR based leverage
limit, appointed a derivatives risk manager and will provide additional disclosure both publicly and to the SEC regarding its derivatives
positions. If a fund qualifies as a limited derivatives user, Rule 18f-4 requires the fund to have policies and procedures to manage its
aggregate derivatives risk, which may require the fund to alter, perhaps materially, its use of derivatives, short sales, and reverse
repurchase agreements and similar financing transactions as part of its investment strategies. In connection with the adoption of Rule
18f-4, the SEC also eliminated the asset segregation framework for covering derivatives and certain financial instruments arising from
SEC and staff guidance. Since the Fund is a “limited derivatives user,” the Fund has adopted and implemented policies and
procedures reasonably designed to manage the Fund’s derivatives risks, including counterparty risk, leverage risk, liquidity risk,
market risk, operational risk, and legal risk.
Privacy and Data Security Laws
Many jurisdictions in which the Fund and its portfolio companies
operate have laws and regulations relating to data privacy, cyber security and protection of personal information, including the General
Data Protection Regulation (“GDPR”) in the European Union that went into effect in May 2018 and the California Consumer Privacy
Act (“CCPA”) that took effect in January 2020 and provides for enhanced consumer protections for California residents, a private
right of action for data breaches and statutory fines for data breaches or other CCPA violations. If the Fund or the Adviser fail to comply
with the relevant laws and regulations, it could result in regulatory investigations and penalties, which could lead to negative publicity
and may cause investors and clients to lose confidence in the effectiveness of the Fund’s security measures.
Liquidity Risk
The Fund intends to invest in illiquid investments. An illiquid
investment is a security or other investment that cannot be sold or disposed of within seven days or less in current market conditions
without the sale or disposition significantly changing the market value of the investment. Illiquid investments often can be resold only
in privately negotiated transactions with a limited number of purchasers or in a public offering registered under the Securities Act of
1933, as amended (the “1933 Act”). Considerable delay could be encountered in either event and, unless otherwise contractually
provided, the Fund’s proceeds upon sale may be reduced by the costs of registration or underwriting discounts. The difficulties
and delays associated with such transactions could result in the Fund’s inability to realize a favorable price upon disposition
of illiquid investments, and at times might make disposition of such securities impossible.
Valuation Risk
The Adviser may use an independent pricing service or prices
provided by dealers to value certain fixed income securities at their market value. Because the secondary markets for certain investments
may be limited, they may be difficult to value. When market quotations are not readily available or are deemed to be unreliable, the Fund
values its investments at fair value as determined in good faith pursuant to policies and procedures approved by the Board of Directors.
Fair value pricing may require subjective determinations about the value of a security or other asset. As a result, there can be no assurance
that fair value pricing will result in adjustments to the prices of securities or other assets, or that fair value pricing will reflect
actual market value, and it is possible that the fair value determined for a security or other asset
11
will be materially different from quoted or published prices, from the prices used by others
for the same security or other asset and/or from the value that actually could be or is realized upon the sale of that security or other
asset. Where market quotations are not readily available, valuation may require more research than for more liquid investments.
Leverage Risk
The Fund currently intends to use leverage to seek to achieve
its investment objective. The borrowing of money or issuance of debt securities and preferred stock represents the leveraging of the Fund’s
common stock. In addition, the Fund may also leverage its Shares through investment techniques, such as reverse repurchase agreements,
writing credit default swaps, or futures. Leverage creates risks that may adversely affect the return for the holders of common stock.
Leverage is a speculative technique that could adversely
affect the returns to Shareholders. Leverage can cause the Fund to lose money and can magnify the effect of any losses. To the extent
the income or capital appreciation derived from securities purchased with funds received from leverage exceeds the cost of leverage, the
Fund’s return will be greater than if leverage had not been used. Conversely, if the income or capital appreciation from the securities
purchased with such funds is not sufficient to cover the cost of leverage or if the Fund incurs capital losses, the return of the Fund
will be less than if leverage had not been used, and therefore the amount available for distribution to Shareholders as dividends and
other distributions will be reduced or potentially eliminated (or, in the case of distributions, will consist of return of capital).
The Fund will pay (and the Shareholders will bear) all costs
and expenses relating to the Fund’s use of leverage, which will result in the reduction of the NAV of the Shares.
Focused Investment Risk
To the extent that the Fund focuses its investments in a
particular sector or country, the NAV of the Shares will be more susceptible to events or factors affecting companies in that sector or
country. These may include, but are not limited to, governmental regulation, inflation, rising interest rates, cost increases in raw materials,
fuel and other operating expenses, technological innovations that may render existing products and equipment obsolete, competition from
new entrants, high research and development costs, increased costs associated with compliance with environmental or other regulation and
other economic, market, political or other developments specific to that sector or country. Also, the Fund may invest a substantial portion
of its assets in companies in related sectors that may share common characteristics, are often subject to similar business risks and regulatory
burdens and whose securities may react similarly to the types of events and factors described above, which will subject the Fund to greater
risk.
Risk of Regulatory Changes
Legal, tax and regulatory changes could occur and may adversely
affect the Fund and its ability to pursue its investment strategies and/or increase the costs of implementing such strategies. New (or
revised) laws or regulations may be imposed by the U.S. Commodity Futures Trading Commission (“CFTC”), the SEC, the U.S. Internal
Revenue Service (“IRS”), the U.S. Federal Reserve or other banking regulators, other governmental regulatory authorities or
self-regulatory organizations that supervise the financial markets that could adversely affect the Fund. In particular, these agencies
are implementing a variety of new rules pursuant to financial reform legislation in the United States. The EU (and some other countries)
are implementing similar requirements. The Fund also may be adversely affected by changes in the enforcement or interpretation of existing
statutes and rules by these governmental regulatory authorities or selfregulatory organizations.
Risks Associated With Status as a Regulated Investment Company
The Fund intends to qualify for federal income tax purposes
as a regulated investment company under Subchapter M of the Code. Qualification requires, among other things, compliance by the Fund with
certain distribution requirements. Statutory limitations on distributions on the common shares if the
12
Fund is leveraged and fails to satisfy the 1940 Act’s asset coverage requirements
could jeopardize the Fund’s ability to meet such distribution requirements. The Fund presently intends, however, to purchase or
redeem any outstanding leverage to the extent necessary in order to maintain compliance with such asset coverage requirements.
Potential Conflicts of Interest Risk
The Adviser and its affiliates are involved worldwide with
a broad spectrum of financial services and asset management activities and may engage in the ordinary course of business in activities
in which their interests or the interests of their clients may conflict with those of the Fund. The Adviser and its affiliates may provide
investment management services to other funds and discretionary managed accounts that follow an investment program similar to that of
the Fund. Subject to the requirements of the 1940 Act, the Adviser and its affiliates intend to engage in such activities and may receive
compensation from third parties for their services. Neither the Adviser nor its affiliates are under any obligation to share any investment
opportunity, idea or strategy with the Fund. As a result, the Adviser and its affiliates may compete with the Fund for appropriate investment
opportunities. The results of the Fund’s investment activities, therefore, may differ from those of other accounts managed by the
Adviser and its affiliates, and it is possible that the Fund could sustain losses during periods in which one or more of the proprietary
or other accounts managed by the Adviser or its affiliates achieve profits.
Foreign Currency Risk
The Fund’s investments that are denominated in a foreign
currency will be subject to the risk that the value of a particular currency may change in relation to the U.S. dollar. Among the factors
that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar
assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. As a result,
a change in currency exchange rates may adversely affect the Fund’s profitability.
Income and Distribution Risk
The income that Shareholders receive from the Fund is expected
to be based in part on income from short-term gains that the Fund earns from dividends and other distributions received from its investments.
If the distribution rates or yields of the Fund’s holdings decrease, Shareholders’ income from the Fund could decline. In
selecting equity income securities in which the Fund will invest, the Adviser will consider the issuer’s history of making regular
periodic distributions (i.e., dividends) to its equity holders. An issuer’s history of paying
dividends or other distributions, however, does not guarantee that the issuer will continue to pay dividends or other distributions in
the future. The dividend income stream associated with equity income securities generally is not fixed but is elected and declared at
the discretion of the issuer’s board of directors and will be subordinate to payment obligations of the issuer on its debt and other
liabilities. Accordingly, an issuer may forgo paying dividends on its equity securities. In addition, because in most instances issuers
are not obligated to make periodic distributions to the holders of their equity securities, such distributions or dividends generally
may be discontinued at the issuer’s discretion. There can be no assurance that quarterly distributions paid by the Fund to the Shareholders
will be maintained at initial levels or increase over time.
Cyber Security Risk
The occurrence of a disaster such as a cyber-attack, a natural
catastrophe, an industrial accident, a terrorist attack or war, events unanticipated in the disaster recovery systems of the Fund, and
Adviser, or a support failure from external providers, could have an adverse effect on the Fund’s ability to conduct business and
on its results of operations and financial condition, particularly if those events affect the Fund, or the Adviser’s computer-based
data processing, transmission, storage, and retrieval systems, or destroy data. If the Adviser was unavailable in the event of a disaster,
the Fund’s ability to effectively conduct its business could be severely compromised.
13
Emerging Markets Risk
The Fund may invest in securities of companies in an “emerging
market.” Investments in emerging market securities involve a greater degree of risk than, and special risks in addition to the risks
associated with, investments in domestic securities or in securities of foreign, developed countries. Foreign investment risk may be particularly
high to the extent that the Fund invests in securities of issuers based or doing business in emerging market countries or invests in securities
denominated in the currencies of emerging market countries. Investing in securities of issuers based or doing business in emerging markets
entails all of the risks of investing in securities of foreign issuers, including being less liquid, more volatile and harder to value
than U.S. securities, but to a heightened degree.
Political Risks Relating to Russia’s Invasion of Ukraine
Russia began its invasion of Ukraine in February 2022. The
invasion significantly amplified already existing geopolitical tensions among Russia, Ukraine, Europe, NATO and the United States. Russia’s
military invasion of Ukraine, the resulting responses by the United States and other countries, and the potential for wider conflict has
increased volatility and uncertainty in the financial markets, specifically on companies in the oil and gas sector, finance and resource
extraction.
The ramifications of the hostilities and sanctions, however,
may not be limited to Russia. Conflict between Ukraine and Russia is likely to negatively impact other regional and global economic markets
(including Europe, Asia and the United States), companies in other countries (particularly those that have exposure to Russia and Ukraine)
and on various sectors, industries and markets for securities and commodities globally, such as oil and natural gas and banking.
Health Crisis Risk. An outbreak
of an infectious respiratory illness, COVID-19, caused by a novel coronavirus has resulted in travel restrictions, disruption of healthcare
systems, prolonged quarantines, cancellations, supply chain disruptions, lower consumer demand, layoffs, ratings downgrades, defaults
and other significant economic impacts. Certain markets have experienced temporary closures, extreme volatility, severe losses, reduced
liquidity and increased trading costs. In particular, COVID-19 has resulted in substantial market volatility and global business disruption,
impacting the global economy and the financial health of individual companies in significant and unforeseen ways. The duration and future
impact of COVID-19 are currently unknown, which may exacerbate other types of risks that apply to the Fund and negatively impact Fund
performance and the value of your investment in the Fund. It is not possible to determine the ultimate impact of COVID-19 at this time.
Further, the extent and strength of any economic recovery after the COVID-19 pandemic abates is uncertain and subject to various factors
and conditions, including the emergence of other infectious illness outbreaks that may have similar impacts. Accordingly, an investment
in the Fund is subject to an elevated degree of risk as compared to other market environments.
Convertible Securities Risk
Convertible securities generally offer lower interest or
dividend yields than non-convertible securities of similar quality. The market values of convertible securities tend to decline as interest
rates increase and, conversely, to increase as interest rates decline. In the absence of adequate anti-dilutive provisions in a convertible
security, dilution in the value of the Fund’s holding may occur in the event the underlying stock is subdivided, additional equity
securities are issued for below market value, a stock dividend is declared or the issuer enters into another type of corporate transaction
that has a similar effect.
Credit Default Swaps Risk
Credit default swap agreements may involve greater risks
than if the Fund had invested in the reference obligation directly since, in addition to general market risks, credit default swaps are
subject to illiquidity risk, counterparty risk and credit risk. A buyer generally also will lose its investment and recover nothing should
no credit event occur and the swap is held to its termination date. If a credit event were to occur, the value of any deliverable obligation
received by the seller (if any), coupled with the upfront or
14
periodic payments previously received, may be less than the full notional value it pays
to the buyer, resulting in a loss of value to the seller. When the Fund acts as a seller of a credit default swap, it is exposed to many
of the same risks of leverage described herein since if an event of default occurs, the seller must pay the buyer the full notional value
of the reference obligation.
Although the Fund may seek to realize gains by selling
credit default swaps that increase in value, to realize gains on selling credit default swaps, an active secondary market for such instruments
must exist or the Fund must otherwise be able to close out these transactions at advantageous times. In addition to the risk of losses
described above, if no such secondary market exists or the Fund is otherwise unable to close out these transactions at advantageous times,
selling credit default swaps may not be profitable for the Fund.
15
TABLE
OF CONTENTS
Summary
of Fund Expenses
The
following table illustrates the aggregate fees and expenses (based on average net assets) that the Fund expects to incur and that Shareholders
can expect to bear directly or indirectly. Because the Fund has a limited operating history, many of these expenses are estimates.
| | | |
Class D Shares |
| |
Class T Shares |
| ||||||
| Shareholder Transaction Expenses: | | ||||||||||||
|
Maximum Sales Charge (Load)
on Purchases (as
a percentage of public offering price)(1)
|
| | | | None | | | | 3.00% | | | ||
|
Maximum Deferred Sales Charge
(Load) (as a percentage of the lesser of your purchase or redemption price)(1)
|
| | | | None | | | | None | ||||
|
Repurchase Fee (2)
|
| | | | 2.00% | | | | | | 2.00% | | |
|
Annual Fund Operating Expenses
(as a percentage of average net assets attributable to Shares): |
| ||||||||||||
|
Management Fees (3)
|
| | | | 1.38% | | | | | | 1.38% | | |
|
Distribution and/or Service (Rule 12b-1) Fees (4)
|
| | | | None | | | | 0.75% | | | ||
|
Interest Expense (5)
|
| | | | 0.95% | | | | | | 0.95% | | |
|
Other Expenses (6)
|
| | | | 0.58% | | | | | | 0.58% | | |
|
Total Annual Fund Operating
Expenses |
| | | | 2.91% | | | | | | 3.66% | | |
|
Expense Reimbursement (7)
|
| | | | 0.14% | | | | | | 0.14% | | |
|
Total Annual
Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement(8)
|
| | | | 3.05% | | | | | | 3.80% | | |
(1)
While
neither the Fund nor the Distributor imposes an initial sales charge on Class D Shares, if you buy Class D Shares through certain Financial
Intermediaries, they may directly charge you transaction or other fees in such amounts as they may determine. Class D Shares and Class
T Shares will be sold on a continuous basis at the Fund’s then current net asset value (“NAV”) per Share, plus for Class
T Shares only, a maximum front-end sales commission of 3.00%. Please consult your financial intermediary for additional information. Investors
that purchase $1,000,000 or more of the Fund’s Class T Shares will not pay any initial sales charge on the purchase. However, unless
eligible for a waiver, purchases of $1,000,000 or more of Class T Shares will be subject to an early withdrawal charge of 1.00%
if the shares are repurchased during the first 12 months after their purchase. See “Early Withdrawal Charges — Class T Shares”
and “Sales at Net Asset Value” below.
?
(2)
The
Fund may impose repurchase fees of up to 2.00% on shares accepted for repurchase that have been held for less than one year.
?
(3)
Pursuant
to an investment advisory agreement, the Adviser receives an annual fee, payable monthly by the Fund, in an amount equal to 1.25% (the
“Management Fee”) of the Fund’s Managed Assets. Managed Assets are defined as the total assets of the Fund (including
any assets attributable to borrowings for investment purposes) minus the sum of the Fund’s accrued liabilities (other than liabilities
representing borrowings for investment purposes) and derivatives will be valued at their market value. The fee shown above is based upon
outstanding leverage of 11.65% of the Fund’s total assets. If leverage of more than 11.65% of the Fund’s total assets is used,
the management fees shown would be higher.
(4)
The
maximum annual rate at which distribution fees may be paid under the Distribution Plan is 0.75% for Class T Shares (calculated as a percentage
of the Fund’s average daily net assets attributable to the Class T Shares).
?
(5)
Interest
expense is restated based on the interest rate currently in effect with respect to the Fund’s credit facility and includes the ongoing
commitment fees payable under the terms of the Fund’s credit facility and the debt issuance costs.
?
16
?
(6)
“Other
Expenses” represents the Fund expenses as they are calculated in the Fund’s Annual Report. In addition to the fees of the
Adviser, the Fund is responsible for the payment of all its “Other Expenses” incurred in the operation of the Fund, which
include, among other things, organizational expenses and offering costs, expenses for legal and the Fund’s independent registered
public accounting firm’s services, shareholder reports, charges of the Fund’s custodian, charges of the Fund’s fund
accountant, charges of the transfer agent and dividend disbursing agent, SEC fees, expenses of directors’ meetings, fees and expenses
of Directors who are not officers or employees of the Adviser or its affiliates, accounting and printing costs, the Fund’s pro rata
portion of the Chief Compliance Officer’s compensation (if approved by the Board of Directors), fidelity bond coverage for the Fund’s
officers and employees, Directors and officers liability policy, interest, brokerage costs, taxes, expenses of qualifying the Fund for
sale in various states, expenses of personnel performing shareholder servicing functions, litigation and other extraordinary or non-recurring
expenses and other expenses properly payable by the Fund. The Fund may charge up to 0.25% for shareholder servicing fees paid to intermediaries
such as banks, broker-dealers, financial advisers or other financial institutions, for sub-administration, sub-transfer agency and other
shareholder services associated with Shareholders whose Shares are held in omnibus, other group accounts or accounts traded through registered
securities clearing agents.
(7)
The
Adviser has contractually agreed to waive all or a portion of its investment advisory fees and/or to reimburse certain expenses of the
Fund, including organizational expenses and offering costs, to the extent necessary to maintain the Total Annual Fund Operating Expenses
After Fee Waiver and/or Expense Reimbursement (excluding any front-end or contingent deferred sales loads, brokerage commissions and other
transactional expenses, acquired fund fees and expenses, interest (including, “Interest Payments on Borrowed Funds”), taxes,
and extraordinary expenses, such as litigation; and other expenses not incurred in the ordinary course of the Fund’s business) at
no more than 2.10% for Class D Shares and 2.85% for Class T Shares. The fee waiver and expense reimbursement arrangement will continue
until at least April 30, 2024, and may not be terminated by the Fund or the Adviser before such time. Thereafter, this arrangement may
only be terminated or amended to increase the expense cap, provided that in the case of a termination by the Adviser, the Adviser will
provide the Board of Directors with written notice of its intention to terminate the arrangement prior to the expiration of its then current
term. Any waivers and/or reimbursements made by the Adviser are subject to recoupment from the Fund for a period not to exceed three years
after the occurrence of the waiver and/or reimbursement, provided that the Fund may only make repayments to the Adviser if such repayment
does not cause the Fund’s expense ratio (after the repayment is taken into account) to exceed the lesser of (1) the expense
cap in place at the time such amounts were waived, or (2) the Fund’s current expense cap. In addition, The Adviser has contractually
agreed to limit the shareholder servicing fees for each share class to the extent necessary to maintain such fees at no more than 0.10%
(the “Annual Limit”) of the average daily net assets of the Fund’s Class D Shares and Class T Shares, respectively,
until at least April 30, 2024. Thereafter, this arrangement may be extended, terminated, or modified by the Adviser in its sole discretion
and at any time. If the Fund’s Class D Shares or Class T Shares operate below the total expense ratio for each share class after
fee waivers and/or expense reimbursement (as discussed herein), this arrangement will continue to limit the shareholder servicing fees
for each share class to the extent necessary to maintain the shareholder servicing fee expense cap, as described above. The Fund’s
actual shareholder servicing fees may differ from the estimates above. Any shareholder servicing fee reimbursed or otherwise absorbed
by the Adviser are subject to recoupment from the Fund for a period not to exceed three years after the occurrence of the reimbursement,
provided that the Fund may only make repayments to the Adviser if such repayment does not cause the Fund’s shareholder servicing
fees (after the repayment is taken into account) to exceed the lesser of (1) the Annual Limit in place at the time such amounts
were waived, or (2) the Fund’s current Annual Limit.
(8)
Total
Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement have been restated to reflect expenses for the current fiscal
year.
Example
The following example illustrates the expenses (including
any applicable sales charge) that you would pay on a $1,000 investment in the Shares, assuming a 5% annual return. The fee waiver is taken
into account only for the one-year expense example: (1)
If you redeem your Shares at the end of each period:
17
| | | |
1-Year
|
| |
3-Year
|
| |
5-Year
|
| |
10-Year
|
|
|
Class D Shares
|
| |
$51
|
| |
$91
|
| |
$155
|
| |
$324
|
|
|
Class T Shares
|
| |
$87
|
| |
$140
|
| |
$215
|
| |
$411
|
|
If
you do not redeem your Shares:
| | | |
1-Year
|
| |
3-Year
|
| |
5-Year
|
| |
10-Year
|
|
|
Class D Shares
|
| |
$31
|
| |
$91
|
| |
$155
|
| |
$324
|
|
|
Class T Shares
|
| |
$67
|
| |
$140
|
| |
$215
|
| |
$411
|
|
(1)
The
example above should not be considered a representation of future expenses, and actual expenses may be greater or less than those show.
The example assumes that the estimated Interest Payments on Borrowed Funds and Other Expenses set forth in the Annual Fund Operating Expenses
table are accurate, that the Total Annual Fund Operating Expenses (as described above) remain the same for all time periods shown and
that all dividends and distributions are reinvested at NAV. Moreover, the Fund’s actual rate of return may be greater or less than
the hypothetical 5% annual return shown in the example. In addition to the fees and expenses described above, you may also be required
to pay transaction or other fees on purchases of Class D Shares of the Fund, which are not reflected in the example.
18
TABLE OF CONTENTS
Financial
Highlights
The
financial highlights table set forth below is intended to help you understand the Fund’s recent financial performance for the periods
indicated. Information shown reflects performance of the Fund’s Class D Shares. Although Class T Shares have not been previously
offered, the Class T Shares are now available for purchase to the public. The financial highlights for the periods shown from November
1, 2021 through December 31, 2022, have been audited by Deloitte & Touche LLP, the Fund’s independent registered public accounting
firm. The Fund’s 2022 Annual Report for the fiscal year ended December 31, 2022, is available, without charge, upon request, and
is incorporated by reference into the Statement of Additional Information.
OAKTREE
DIVERSIFIED INCOME FUND INC.
Financial Highlights
Financial Highlights
Class
D
|
|
| |
For the
Year Ended December 31, 2022 |
| |
For the Period November 1, 2021 (1) through December 31, 2021 |
| ||||||
| Per Share Operating Performance | | ||||||||||||
|
Net asset value, beginning of period
|
| | | $ | 9.94 | | | | | $ | 10.00 | | |
| Income from Investment Operations: | | ||||||||||||
| Net investment income (2) | | | | | 0.50 | | | | | | 0.02 | | |
| Net realized and change in unrealized loss | | | | | (1.20) | | | | | | (0.07) | | |
| Net decrease in net asset value resulting from operations | | | | | (0.70) | | | | | | (0.05) | | |
| Distributions to Shareholders: | | ||||||||||||
| From net investment income | | | | | (0.65) | | | | | | (0.01) | | |
| Total distributions paid (3) | | | | | (0.65) | | | | | | (0.01) | | |
| Net asset value, end of period | | | | $ | 8.59 | | | | | $ | 9.94 | | |
| Total Investment Return (4) | | | | | 7.03% | | | | | | (0.37)% (5) | | |
| Ratio to Average Net Assets/Supplemental Data: | | ||||||||||||
| Net assets, end of period (000s) | | | | $ | 151,702 | | | | | $ | 150,092 | | |
| Gross operating expenses excluding interest expense | | | | | 1.96% | | | | | | 5.55% | | |
| Gross operating expenses | | | | | 2.51% | | | | | | 5.55% (6) | | |
|
Net expenses, including fee waivers
and reimbursement or recoupment and excluding interest expense |
| | | | 2.10% | | | | | | 2.10% (6) | | |
|
Net expenses, including fee waivers and reimbursement
or recoupment and interest expense |
| | | | 2.65% | | | | | | 2.10% | | |
| Net investment income | | | | | 5.64% | | | | | | 1.51% (6) | | |
|
Net investment income, excluding
the effect of fee waivers and reimbursement or recoupment |
| | | | 5.50% | | | | | | (1.94)% (6) | | |
| Portfolio turnover rate | | | | | 25% | | | | | | 4% (5) | | |
(1)
Commencement
of operations.
?
(2)
Per
share amounts presented are based on average shares outstanding throughout the period indicated.
(3)
Distributions
for annual periods determined in accordance with federal income tax regulations.
?
(4)
Total
investment return is computed based upon the net asset value of the Fund’s shares and excludes the effects of sales charges or contingent
deferred sales charges, if applicable. Distributions are assumed to be reinvested at the net asset value of the Class on the ex-date of
the distribution.
(5)
Not
annualized.
(6)
Annualized.
19
The
Fund
The
Fund is a newly organized, diversified, closed-end management investment company registered under the 1940 Act. The Fund continuously
offers its Shares and is operated as an Interval Fund. At present, only Class D and Class T Shares are available for purchase. In the
future, the Fund may offer additional classes of shares. An investment in the Fund may not be appropriate for all investors. The Fund
was organized as a Maryland corporation on June 29, 2021, pursuant to articles of incorporation. The Fund’s principal office is
located at 250 Vesey Street, 15th Floor, New York, New York 10281-1023.
20
Use
of Proceeds
The
Fund expects to use the net proceeds from the sale of the Shares to invest in accordance with its investment objective and policies. Pending
such investment, the Fund expects that the net proceeds of this offering will be invested in money market mutual funds, cash, cash equivalents,
securities issued or guaranteed by the U.S. government or its instrumentalities or agencies, high-quality, short-term money market instruments,
short-term debt securities, certificates of deposit, bankers’ acceptances and other bank obligations, commercial paper or other
liquid debt securities. It is currently anticipated that the Fund will be able to invest all or substantially all of the net proceeds
according to its investment objectives and strategies within approximately three months after receipt of the proceeds, depending on the
amount and timing of proceeds available to the Fund as well as the availability of investments consistent with the Fund’s investment
objectives and strategies, and except to the extent proceeds are held in cash to pay dividends or expenses, satisfy repurchase offers
or for temporary defensive purposes. However, additional time may be required to fully deploy the Fund’s net proceeds to invest
in certain of the Fund’s investments.
21
TABLE
OF CONTENTS
The
Fund’s Investment Objective and Principal Strategies
The
Fund’s investment objective is to seek current income and attractive total return. The Fund seeks to achieve its investment
objective by investing globally, including in emerging market countries, in high conviction opportunities across Oaktree Fund Advisors,
LLC’s (the “Adviser”) performing credit platform of high-yield bonds, senior loans, including covenant-lite loans, structured
credit, emerging markets debt and convertibles, inclusive of public sector companies that trade on the public markets and private companies
that do not have securities trading on the public markets. High-conviction opportunities are investment opportunities that fall within
the Fund’s investment strategy, which are identified by the Adviser based on its holistic, bottom-up proprietary research and credit
analysis, including analysis of fundamental, valuation, technical and other market factors. The Adviser’s performing credit platform
encompasses a broad array of credit strategy groups that invest in public and private corporate credit instruments across the liquidity
spectrum. High-yield bonds are also referred to as “below-investment grade rated securities” or “junk bonds,”
as described in this Prospectus. Structured credit may include collateralized loan obligations (CLOs), commercial mortgage-backed securities
(CMBS), residential mortgage-backed securities (RMBS) and other asset-based securities. The Fund seeks to add value through three sources:
(1) providing exposure to asset classes that require specialized expertise; (2) performing well in each asset class through proprietary,
bottom-up, credit research; and (3) allocating capital opportunistically among asset classes based on the Adviser’s assessment of relative
value.
Under
normal market conditions, the Fund will attempt to achieve its investment objective by investing, as a principal strategy, at least 80%
of its net assets (plus the amount of any borrowing for investment purposes) in credit related investments, including, but not limited
to, fixed income securities (investment grade debt and high-yield debt), floating rate securities (senior loans or structured credit)
and other debt instruments and in derivatives (futures, forward contracts, foreign currency exchange contracts, call and put options,
selling or purchasing credit default swaps, and total return swaps) and other instruments that have economic characteristics similar to
such securities or investments (the “80% Policy”). The Fund may invest in investment grade and below-investment grade rated
debt instruments and securities of sovereign and quasi-sovereign issuers, including debt issued by national, regional or local governments
and other agencies. The Fund may invest in securities denominated in U.S. dollars or in other foreign currencies.
The
Fund may change the 80% Policy without Shareholder approval. The Fund will provide Shareholders with written notice at least 60 days prior
to the implementation of any such changes.
It
is expected that the Fund normally will have a short average portfolio duration (i.e., within a 11∕2
to 3-year range), as calculated by the Adviser, although it may be shorter or longer at any time or from time to time depending on market
conditions and other factors. While the Fund seeks to maintain a short average portfolio duration, there is no limit on the maturity or
duration of any individual security in which the Fund may invest. Duration is a measure used to determine the sensitivity of a security’s
price to changes in interest rates. The Fund’s duration strategy may entail maintaining a negative average portfolio duration from
time to time, which would potentially benefit the portfolio in an environment of rising market interest rates but would generally adversely
impact the portfolio in an environment of falling or neutral market interest rates.
On
behalf of the Fund, the Adviser employs a fundamental, value-driven approach with an emphasis on risk control. Bruce Karsh,
Wayne Dahl, Armen Panossian, Danielle Poli and David Rosenberg are primarily responsible for management of the Fund. Bruce Karsh is the
lead portfolio manager for the Fund. This seasoned team is responsible for building a portfolio from the bottom up, leveraging proprietary
credit research and market analysis across the firm’s investment areas. The Fund allocates flexibly among credit asset classes,
including public sector companies that trade on the public markets and private companies that do not have securities trading on the public
markets, based on changing market conditions and relative value insights applied from Oaktree’s Global Credit Investment Committee,
which in addition to the Fund’s co-portfolio managers includes senior credit investment professionals, which manage asset-class
specific portfolios at the firm. The Fund’s all-weather investment strategy will enable the portfolio to perform well in periods
of market dislocation, informed by Oaktree’s contrarian investment
22
style. Oaktree’s contrarian
investment style refers to investors who prioritize downside protection and patience over immediate
capital deployment. Oaktree’s expertise and experience in distressed debt investing informs and guides it in analyzing new investments
and as a result, its extensive distressed investing experience should allow it to minimize downside risk associated with investments made
on behalf of the Fund. The Fund further manages risk and opportunity through holistic portfolio analysis conducted by Oaktree’s
portfolio analytics and risk group. Holistic portfolio analysis encompasses a focus on the entire portfolio of investments versus a focus
on a credit-by-credit basis.
The
Fund generally invests in securities from the Adviser’s credit strategies selected with the objective of maximizing risk-adjusted
returns. The Adviser’s credit strategy portfolio managers select these securities based upon input from the firm’s research
analysts who are responsible for underwriting credit risk in the Fund. Fund allocations are determined by the Adviser’s analysis
of fundamental, valuation, technical and other market factors. Both qualitative and quantitative inputs are considered in the allocation
process. Importantly, the allocation of the Fund’s assets will change over time, sometimes rapidly, based on the Adviser’s
relative value assessment. Active portfolio and risk management are designed to ensure optimal portfolio positioning, including diversity
of industries and issuers across asset classes. The Fund’s investments, allocations, performance attribution, risk sensitivities
and characteristics are monitored by the Adviser on a daily basis. Stress testing and scenario analysis is also performed.
The
Fund follows the Adviser’s “buy” and “sell” disciplines, overseen by the Fund’s co-portfolio managers:
Buy
Discipline
Investments
are made if: (a) the absolute amount of risk is acceptable; (b) the promised yield compensates for the risk; and (c) the investment’s
relationship between risk and return is adequately attractive relative to the opportunity set.
Sell
Discipline
In
general, the Fund will consider selling an investment if: (a) it is early in spotting actual or potential deterioration in credit quality
before it is reflected in the security’s price; (b) the security’s price has significantly appreciated, lowering its yield;
or (c) another security is available that offers a better risk/ reward trade-off.
Monitoring
If
the investment is made, it is systematically monitored by the strategy portfolio manager(s) and supporting analysts on an ongoing basis
to assure its credit quality remains satisfactory. Broader portfolio and risk monitoring is performed by a dedicated risk and analytics
team.
Implementation
Asset
allocation decisions also necessitate trading activity, and securities may be bought or sold to increase or decrease various asset class
exposures. Depending on the security type, buy and sell decisions are either transacted by the strategy portfolio manager or by execution
traders.
23
TABLE
OF CONTENTS
Leverage
The
Fund intends to add leverage to its portfolio by utilizing borrowings, such as through bank loans and/or other credit facilities, including
through one or more subsidiaries. The Fund will treat the assets of wholly-owned and controlled subsidiaries formed by the Fund as assets
of the Fund for purposes of determining compliance with various provisions of the 1940 Act applicable to the Fund, including those relating
to investment policies (Section 8), affiliated transactions and custody (Section 17) and capital structure and leverage (Section 18).
In addition, the Adviser and the Fund’s Board of Directors will comply with the provisions of Section 15 of the 1940 Act with respect
to a subsidiary’s investment advisory contract, as applicable.
The
Fund may also enter into other transactions that may give rise to a form of leverage including, among others, loans of portfolio securities.
Although it has no current intention to do so, the Fund may also determine to issue preferred shares or other types of senior securities
to add leverage to its portfolio. The Fund’s Board of Directors may authorize the issuance of preferred shares without the approval
of Shareholders; however, the Fund is not permitted under the 1940 Act to issue preferred shares as of the date of this Prospectus. If
the Fund issues preferred shares in the future, all costs and expenses relating to the issuance and ongoing maintenance of the preferred
shares will be borne by the Shareholders, and these costs and expenses may be significant. The Fund may choose to increase or decrease,
or eliminate entirely, its use of leverage over time and from time to time based on the Adviser’s assessment of the yield curve
environment, interest rate trends, market conditions and other factors. See “Principal Risks of the Fund — Leverage Risk.”
The
net proceeds the Fund obtains from leverage utilized will be invested in accordance with the Fund’s investment objective and policies
as described in this Prospectus. So long as the rate of return, net of applicable Fund expenses, on the debt obligations and other investments
purchased by the Fund exceeds the costs to the Fund of the leverage it utilizes, the investment of the Fund’s assets attributable
to leverage will generate more income than will be needed to pay the costs of the leverage. If so, and all other things being equal, the
excess may be used to pay higher distributions to Shareholders than if the Fund were not so leveraged.
The
1940 Act generally prohibits the Fund from engaging in most forms of leverage (including the use of bank loans or other credit facilities,
certain derivative transactions, loans of portfolio securities, short sales and when-issued, delayed delivery and forward commitment transactions,
to the extent that these instruments are not covered as described below) unless immediately after the issuance of the leverage the Fund
has satisfied the asset coverage test with respect to senior securities representing indebtedness prescribed by the 1940 Act; that is,
the value of the Fund’s total assets less all liabilities and indebtedness not represented by senior securities (for these purposes,
“total net assets”) is at least 300% of the senior securities representing indebtedness (effectively limiting the use of leverage
through senior securities representing indebtedness to 331∕3%
of the Fund’s total net assets, including assets attributable to such leverage). In addition, the Fund is not permitted to declare
any cash dividend or other distribution on Shares unless, at the time of such declaration, this asset coverage test is satisfied. To the
extent that the Fund engages in borrowings, it may prepay a portion of the principal amount of the borrowing to the extent necessary in
order to maintain the required asset coverage. Failure to maintain certain asset coverage requirements could result in an event of default.
Under
the 1940 Act, the Fund is not permitted to issue preferred shares unless immediately after such issuance the value of the Fund’s
asset coverage is at least 200% of the liquidation value of the outstanding preferred shares (i.e., such liquidation value may not exceed
50% of the Fund’s assets less all liabilities other than borrowings and outstanding preferred shares). In addition, the Fund is
not permitted to declare any cash dividend or other distribution on its Shares unless, at the time of such declaration, the value of the
Fund’s assets less liabilities other than borrowings and outstanding preferred shares satisfies the above-referenced 200% coverage
requirement. If the Fund uses a combination of borrowing (including notes and other securities representing indebtedness) and issuing
preferred shares, the maximum asset coverage required would be between 300% and 200% depending on the relative amounts of borrowings and
preferred shares.
24
Leveraging
is a speculative technique and there are special risks and costs involved. There is no assurance that the Fund will utilize borrowings,
issue preferred shares or utilize any other forms of leverage. If used, there can be no assurance that the Fund’s leveraging strategies
will be successful or result in a higher yield on your Shares. When leverage is used, the NAV of the Shares and the yield to Shareholders
will be more volatile. In addition, interest and other expenses borne by the Fund with respect to its use of borrowings or any other forms
of leverage are borne by the Shareholders and result in a reduction of the NAV of the Shares. In addition, because the fees received by
the Adviser are based on the average daily value of the Fund’s Managed Assets, the Adviser has a financial incentive for the Fund
to use certain forms of leverage (e.g., borrowings and preferred shares), which may create a conflict of interest between the Adviser,
on the one hand, and the Shareholders, on the other hand.
The
Fund also may borrow money in order to repurchase its shares or as a temporary measure for extraordinary or emergency purposes, including
for the payment of dividends or the settlement of securities transactions which otherwise might require untimely dispositions of portfolio
securities held by the Fund.
Effects
of Leverage
Assuming
that leverage will represent approximately 11.65% of the Fund’s Managed Assets, the rate of return on the Fund’s investments
would need to exceed 0.66% in order to cover the leverage costs on the borrowings.
The
following table is designed to illustrate the effect of leverage on Common Share Total Return (as retainer return), assuming hypothetical
investment portfolio total returns (comprised of income and changes in the value of securities held in the Fund’s portfolio) of
-10%, -5%, 0%, 5% and 10%. These assumed
investment portfolio returns are hypothetical figures and are not necessarily indicative of the investment portfolio returns experienced
or expected to be experienced by the Fund. “Principal Risks of the Fund — Leverage Risk.” Actual returns may be greater
or less than those reflected in the table.
The
table further reflects the (i) use of financial leverage representing approximately 11.65% of the Fund’s Managed Assets and (ii)
interest costs to the Fund at an average annual rate of 5.63%
on the borrowings with respect to such financial leverage.
|
Assumed Portfolio
Total Return (Net of Expenses) |
| |
-10%
|
| |
-5%
|
| |
0%
|
| |
5%
|
| |
10%
|
| |||||||||||||||||
|
Common
Share Total Return |
| | | | -12.06% | | | | | | -6.40% | | | | | | -0.74% | | | | | | 4.92% | | | | | | 10.58% | | | ||
“Common
Share Total Return” is composed of two elements: (i) the Common Share dividends and distributions paid by the Fund (the amount of
which is largely determined by the net investment income of the Fund after paying expenses on any forms of leverage outstanding) and (ii)
gains or losses on the value of the securities the Fund owns. As required by SEC rules, the table above assumes that the Fund is more
likely to suffer capital losses than to enjoy capital appreciation. For example, to assume a total return of 0%, the Fund must assume
that the interest it receives on its investments is entirely offset by losses in the value of those investments.
If
the Fund uses leverage, the amount of fees paid to the Adviser for its services will be higher than if the Fund does not use leverage
because the fees paid are calculated based on the average daily value of the Fund’s Managed Assets, which includes assets purchased
with leverage. Therefore, the Adviser has a financial incentive to use leverage, which creates a conflict of interest between the Adviser,
on the one hand, and the Shareholders, on the other hand, as only the Shareholders would bear the fees and expenses incurred through the
Fund’s use of leverage. See “Principal Risks of the Fund.” The Fund’s willingness to use leverage, and the extent
to which leverage is used at any time, will depend on many factors, including, among other things, the Adviser’s assessment of the
yield curve, interest rate trends, market conditions and other factors.
25
Principal
Risks of the Fund
Investing
in the Fund’s Shares involves a number of significant risks. Before you invest in the Fund’s Shares, you should be aware of
various risks, including those described below. The risks set out below are not the only risks the Fund will face. Additional risks and
uncertainties not presently known to the Fund or not presently deemed material may also impair the Fund’s operations and performance.
If any of the following events occur, the Fund’s business, financial condition, results of operations and cash flows could be materially
and adversely affected. In such case, the Fund’s NAV could decline, and you may lose all or part of your investment. The risk factors
described below are the principal risk factors associated with an investment in the Fund as well as those factors generally associated
with an investment company with investment objective, investment policies, capital structure or trading markets similar to the Fund.
Limited
Operating History
The
Fund is a newly organized, diversified, closed-end management investment company. The Fund has a limited history of operations and no
history of public trading and is subject to all of the business risks and uncertainties associated with any new business. As a result,
prospective investors have a limited track record or history on which to base their investment decisions. The Fund is designed for long-term
investors and not as a trading vehicle.
Investment
Risk
An
investment in the Fund’s Shares is subject to investment risk, including the possible loss of the entire principal amount invested.
An investment in the Shares represents an indirect investment in the investments and other financial assets owned by the Fund. The value
of the Fund’s investments will generally fluctuate with, among other things, changes in prevailing interest rates, federal tax rates,
counterparty risk, general economic conditions, the condition of certain financial markets, developments or trends in any particular industry
and the financial condition of the issuer. The Fund anticipates using leverage, which would magnify the Fund’s investment, market
and certain other risks. See “Principal Risks of the Fund — Leverage Risk.” During periods of limited liquidity and
higher price volatility, the Fund’s ability to dispose of investments at a price and time that the Adviser deems advantageous may
be impaired. Lower-quality debt securities involve greater risk of default or price changes due to changes in the credit quality of the
issuer. The value of lower-quality debt securities often fluctuates in response to company, political or economic developments and can
decline significantly over short periods of time or during periods of general or regional economic difficulty. Lower-quality debt securities
can be thinly traded or have restrictions on resale, making them difficult to sell at an acceptable price. The default rate for lower-quality
debt securities is likely to be higher during economic recessions or periods of high interest rates. In addition, the Adviser’s
response to these market movements may not be successful. The Shares at any point in time may be worth less than the original cost, even
after taking into account any reinvestment of dividends and distributions.
Market
Risk
Global
economies and financial markets are increasingly interconnected, which increases the likelihood that events or conditions in one country
or region will adversely impact markets or issuers in other countries or regions. Securities in the Fund’s portfolio may underperform
in comparison to securities in general financial markets, a particular financial market, or other asset classes due to a number of factors,
including inflation (or expectations for inflation), deflation (or expectations for deflation), interest rates, global demand for particular
products or resources, market instability, debt crises and downgrades, embargoes, tariffs, sanctions and other trade barriers, regulatory
events, other governmental trade or market control programs and related geopolitical events. In addition, the value of the Fund’s
investments may be negatively affected by the occurrence of global events such as war, terrorism, environmental disasters, natural disasters
or events, country instability, and infectious disease epidemics or pandemics. For example, the outbreak of COVID-19, a novel coronavirus
disease, has negatively affected economies, markets and individual companies throughout the world, including those in which the Fund may
invest. The effects of this pandemic to public health and business and market conditions, including exchange trading suspensions
26
and
closures, may continue to have a significant negative impact on the performance of the Fund’s investments, increase the Fund’s
volatility, exacerbate pre-existing political, social and economic risks to the Fund, and negatively impact broad segments of businesses
and populations. The Fund’s operations may be interrupted as a result, which may contribute to the negative impact on investment
performance. In addition, governments, their regulatory agencies, or self-regulatory organizations may take actions in response to the
pandemic that affect the instruments in which the Fund invests, or the issuers of such instruments, in ways that could have a significant
negative impact on the Fund’s investment performance. The full impact of the COVID-19 pandemic, or other future epidemics or pandemics,
is currently unknown.
Inflation
Risk
Inflation
risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value
of money. As inflation increases, the real value of the Fund’s shares and distributions thereon can decline. Inflation risk is linked
to increases in the prices of goods and services and a decrease in the purchasing power of money. Since the beginning of 2021, inflation
has risen at its highest rate in four decades in the U.S. Inflation may reduce the intrinsic value of an investment in the Fund. Inflation
can operate to effectively reduce investors’ real investment returns. This is particularly true of fixedincome assets, as the fixed
return yields of such assets become increasingly less valuable to the investor as inflation rises. While the Biden Administration and
the Federal Reserve have made efforts to reduce the effects of inflation on the U.S. economy and financial markets, the mitigating effects
of such efforts are uncertain.
Asset
Allocation Risk
The
Fund’s investment performance depends upon how its assets are allocated and reallocated. A principal risk of investing in the Fund
is that the Adviser may make less than optimal or poor asset allocation decisions. The Adviser employs an active approach to allocation
across multiple credit sectors, but there is no guarantee that such allocation techniques will produce the desired results. It is possible
that the Adviser will focus on an investment that performs poorly or underperforms other investments under various market conditions.
You could lose money on your investment in the Fund as a result of these allocation decisions.
Issuer
Risk
The
value of securities may decline for a number of reasons that directly relate to a security’s issuer, such as its financial strength,
management performance, financial leverage and reduced demand for the issuer’s goods and services, as well as the historical and
prospective earnings of the issuer and the value of its assets. A change in the financial condition of a single issuer may affect securities
markets as a whole. These risks can apply to the Shares issued by the Fund and to the issuers of securities and other instruments in which
the Fund invests.
The
value of securities may decline for a number of reasons that directly relate to a security’s issuer, such as its financial strength,
management performance, financial leverage and reduced demand for the issuer’s goods and services, as well as the historical and
prospective earnings of the issuer and the value of its assets.
Repurchase
Offers Risk
As
described under “Periodic Repurchase Offers” above, the Fund is an Interval Fund and, in order to provide liquidity to Shareholders,
the Fund, subject to applicable law, conducts quarterly repurchase offers of the Fund’s outstanding Shares at NAV, subject to approval
of the Board of Directors. In all cases such repurchases will be for at least 5% and not more than 25% of its outstanding Shares at NAV,
pursuant to Rule 23c-3 under the 1940 Act. The Fund believes that these repurchase offers are generally beneficial to the Fund’s
Shareholders, and repurchases generally will be funded from available cash or sales of portfolio securities. However, repurchase offers
and the need to fund repurchase obligations may affect the ability of the Fund to be fully invested or force the Fund to maintain a higher
percentage of its
27
assets in liquid investments, which
may harm the Fund’s investment performance. Moreover, diminution in the size of the Fund through repurchases may result in untimely
sales of portfolio securities (with associated imputed transaction costs, which may be significant), and may limit the ability of the
Fund to participate in new investment opportunities or to achieve its investment objective. The Fund may accumulate cash by holding back
(i.e., not reinvesting) payments received in connection with the Fund’s investments. The
Fund believes that payments received in connection with the Fund’s investments will generate sufficient cash to meet the maximum
potential amount of the Fund’s repurchase obligations. If at any time cash and other liquid assets held by the Fund are not sufficient
to meet the Fund’s repurchase obligations, the Fund intends, if necessary, to sell investments. If, as expected, the Fund employs
investment leverage, repurchases of Shares would compound the adverse effects of leverage in a declining market. In addition, if the Fund
borrows to finance repurchases, interest on that borrowing will negatively affect Shareholders who do not tender their Shares by increasing
the Fund’s expenses and reducing any net investment income.
If
a repurchase offer is oversubscribed, the Fund may determine to increase the amount repurchased by up to 2% of the Fund’s outstanding
shares as of the date of the Repurchase Request Deadline. In the event that the Fund determines not to repurchase more than the repurchase
offer amount, or if Shareholders tender more than the repurchase offer amount plus 2% of the Fund’s outstanding shares as of the
date of the Repurchase Request Deadline, the Fund will repurchase the Shares tendered on a pro rata
basis, and Shareholders will have to wait until the next repurchase offer to make another repurchase request. As a result, Shareholders
may be unable to liquidate all or a given percentage of their investment in the Fund during a particular repurchase offer. Notwithstanding
the foregoing, the Fund may in its sole discretion and for administrative convenience accept all Shares tendered for repurchase by Shareholders
who own less than one hundred Shares and who tender all of their Shares before prorating other amounts tendered. Some Shareholders, in
anticipation of proration, may tender more Shares than they wish to have repurchased in a particular quarter, thereby increasing the likelihood
that proration will occur. The NAV of the Fund’s Shares tendered in a repurchase offer may decline between the Repurchase Request
Deadline and the date on which the NAV for tendered Shares is determined. In addition, the repurchase of Shares by the Fund will be a
taxable event to Shareholders, potentially even to those Shareholders that do not participate in the repurchase. For a discussion of these
tax consequences, please see “Tax Matters” and “Taxation” in the Statement of Additional Information.
Large
Shareholder Risk
To
the extent a large proportion of Shares are held by a small number of Shareholders (or a single Shareholder), including affiliates of
the Adviser, the Fund is subject to the risk that these Shareholders will seek to sell Shares in large amounts rapidly in connection with
repurchase offers. These transactions could adversely affect the ability of the Fund to conduct its investment program. Furthermore, it
is possible that in response to a repurchase offer, the total amount of Shares tendered by a small number of Shareholders (or a single
Shareholder) may exceed the number of Shares that the Fund has offered to repurchase. If a repurchase offer is oversubscribed by Shareholders,
the Fund will repurchase only a pro rata portion of shares tendered by each Shareholder. However,
the Fund may determine to increase the repurchase offer by up to 2% of the Fund’s outstanding Shares as of the date of the Repurchase
Request Deadline. If the Fund only repurchases a pro rata portion of shares tendered in connection
with an oversubscribed repurchase offer, Shareholders unaffiliated with the Adviser will not be given priority over Shareholders that
are affiliates of the Adviser, whose holdings in the Fund may be significant and may have the effect of diluting third-party Shareholders
with respect to any repurchase offer. See “Principal Risks of the Fund — Repurchase Offers Risk.”
Management
Risk
The
Fund does not have internal management capacity or employees. The Fund depends on the diligence, skill and network of business contacts
of the senior investment professionals of the Adviser to achieve the Fund’s investment objective. The Fund expects that the Adviser
will evaluate, negotiate, structure, close and monitor the Fund’s investments in accordance with the terms of the Management Agreement
(as defined below). The Fund can offer no assurance, however, that the senior investment professionals of the Adviser will continue to
provide investment advice to the Fund. The loss of any member of the Adviser’s
28
investment
committee or of other senior investment professionals of the Adviser and its affiliates would limit the Fund’s ability to achieve
its investment objective and operate as the Fund anticipates. This could have a material adverse effect on the Fund’s financial
condition, results of operations and cash flows.
Interest
Rate Risk
General
interest rate fluctuations may have a substantial negative impact on the Fund’s investments and investment opportunities, and, accordingly,
may have a material adverse effect on the Fund’s investment objective and rate of return on investment capital. A portion of the
Fund’s income will depend upon the difference between the rate at which it borrows funds and the interest rate on the debt securities
in which it invests. Because the Fund will borrow money to make investments and may issue debt securities, preferred stock or other securities,
the Fund’s net investment income is dependent upon the difference between the rate at which the Fund borrows funds or pays interest
or dividends on such debt securities, preferred stock or other securities and the rate at which the Fund invests these funds.
A significant
increase in market interest rates could harm the Fund’s ability to attract new portfolio companies and originate new loans and investments.
The Fund expects that a majority of its investments in debt will continue to be at floating rates with a floor. However, in the event
that the Fund makes investments in debt at variable rates, a significant increase in market interest rates could also result in an increase
in the Fund’s non-performing assets and a decrease in the value of the Fund’s portfolio because the Fund’s floating-rate
loan portfolio companies may be unable to meet higher payment obligations. In periods of rising interest rates, the Fund’s cost
of funds would increase, resulting in a decrease in the Fund’s net investment income. In addition, a decrease in interest rates
may reduce net income, because new investments may be made at lower rates despite the increased demand for the Fund’s capital that
the decrease in interest rates may produce. The Adviser may, but is not required to, hedge against the risk of adverse movement in interest
rates in the Fund’s short-term and long-term borrowings relative to the Fund’s portfolio of assets. If the Adviser engages
in hedging activities on behalf of the Fund, it may limit the Fund’s ability to participate in the benefits of lower interest rates
with respect to the hedged portfolio. Adverse developments resulting from changes in interest rates or hedging transactions could have
a material adverse effect on the Fund’s business, financial condition, and results of operations. Adverse developments resulting
from changes in interest rates or hedging transactions could have a material adverse effect on the Fund’s business, financial condition,
and results of operations.
Below
Investment Grade (High-Yield or “Junk Bond”) Securities
Selection
and supervision of high-yield securities, by the Adviser, involves continuous analysis of individual issuers, general business conditions
and other factors which may be too time-consuming or too costly for the average investor. The furnishing of these services does not, of
course, guarantee successful results. The Adviser’s analysis of issuers includes, among other things, historic and current financial
conditions, current and anticipated cash flow and borrowing requirements, value of assets in relation to historical costs, strength of
management, responsiveness to business conditions, credit standing, and current and anticipated results of operations. Analysis of general
conditions and other factors may include anticipated changes in economic activity and interest rates, the availability of new investment
opportunities and the economic outlook for specific industries.
The
ratings of Moody’s, S&P and the other Rating Agencies represent their opinions as to the quality of the obligations which they
undertake to rate. Ratings are relative and subjective and, although ratings may be useful in evaluating the safety of interest and principal
payments, they do not evaluate the market value risk of such obligations. While the Adviser considers as one factor in its credit analysis
the ratings assigned by the rating services, the Adviser performs its own independent credit analysis of issuers and, consequently, the
Fund may invest, without limit, in unrated securities. As a result, the Fund’s ability to achieve its investment objective may depend
to a greater extent on the Adviser’s own credit analysis than investment companies which invest in investment grade securities.
The Fund may continue to hold securities that are downgraded after the Fund purchases them and will sell such securities only if, in the
Adviser’s judgment, it is advantageous to sell such securities. Investments in high-yield securities generally provide greater income
and increased opportunity for capital appreciation than investments in
29
investment grade fixed income securities,
but they also typically entail greater price volatility and principal and income risk, including the possibility of issuer default and
bankruptcy. High-yield securities are regarded as being predominantly speculative as to the issuer’s ability to make repayments
of principal and payments of interest. Investment in such securities involves substantial risk. Issuers of high-yield securities may be
highly leveraged and may not have available to them more traditional methods of financing. Therefore, the risks associated with acquiring
the securities of such issuers generally are greater than is the case with investment grade securities. For example, during an economic
downturn or a sustained period of rising interest rates, issuers of high-yield securities may be more likely to experience financial stress,
especially if such issuers are highly leveraged. During periods of economic downturn, such issuers may not have sufficient revenues to
meet their interest payment obligations. The issuer’s ability to service its debt obligations also may be adversely affected by
specific issuer developments, or the issuer’s inability to meet specific projected business forecasts or the unavailability of additional
financing. Therefore, there can be no assurance that in the future there will not exist a higher default rate relative to the rates currently
existing in the high-yield market. If an issuer of high-yield securities defaults, in addition to risking non-payment of all or a portion
of interest and principal, the Fund may incur additional expenses to seek recovery. The market prices of high-yield securities structured
as zero-coupon, step-up or payment-in-kind securities will normally be affected to a greater extent by interest rate changes, and therefore
tend to be more volatile than the prices of securities that pay interest currently and in cash. Other than with respect to Distressed
Securities (which are discussed below), the high-yield securities in which the Fund may invest do not include securities which, at the
time of investment, are in default or the issuers of which are in bankruptcy. However, there can be no assurance that such events will
not occur after the Fund purchases a particular security, in which case the Fund may experience losses and incur costs.
High-yield
securities tend to be more volatile than investment grade fixed income securities, so that adverse events may have a greater impact on
the prices of high-yield securities than on investment grade fixed income securities. Factors adversely affecting the market value of
such securities are likely to affect adversely the Fund’s net asset value.
Like
investment grade fixed income securities, high-yield securities are generally purchased and sold through dealers who make a market in
such securities for their own accounts. There are fewer dealers, however, in the high-yield market, and thus the market may be less liquid
than the market for investment grade fixed income securities, even under normal economic conditions. In addition, there may be significant
disparities in the prices quoted for high-yield securities by various dealers and the spread between the bid and asked price is generally
much larger than for investment grade securities. As a result, the Fund may experience difficulty acquiring appropriate high-yield securities
for investment.
Adverse
conditions and investor perceptions thereof (whether or not based on economic fundamentals) may impair liquidity in the high-yield
market and may cause the prices the Fund receives for its high-yield securities to be reduced. In addition, the Fund may experience difficulty
in liquidating a portion of its portfolio when necessary to meet the Fund’s liquidity needs or in response to a specific economic
event such as a deterioration in the creditworthiness of the issuer. Under such conditions, judgment may play a greater role in valuing
certain of the Fund’s portfolio securities than in the case of securities trading in a more liquid market. In addition, the Fund
may incur additional expenses if it is forced to seek recovery upon a default of a portfolio holding or if it participates in the restructuring
of the obligation.
The
risk of loss due to default by an issuer is significantly greater for the holders of junk bonds because such securities are often unsecured
and subordinated to other creditors of the issuer. In addition, junk bonds may have call or redemption features that permit an issuer
to repurchase the securities from the Fund. If a call were to be exercised by an issuer during a period of declining interest rates, the
Fund would likely have to replace such called securities with lower yielding securities, thereby decreasing the net investment income
to the Fund and dividends to Shareholders.
The
high-yield securities in which the Fund invests may include credit-linked notes, structured notes or other instruments evidencing interests
in special purpose vehicles or trusts that hold interests in high-yield securities. Structured notes and other related instruments are
privately negotiated debt obligations in which the principal and/or interest is determined by reference to the performance of a benchmark
asset,
30
market or interest rate (an “embedded
index”), such as selected securities, an index of securities or specified interest rates, or the differential performance of two
assets or markets. Structured instruments may be issued by corporations, including banks, and by governmental agencies. Structured instruments
frequently are assembled in the form of medium-term notes, but a variety of forms are available and may be used in particular circumstances.
The terms of such structured instruments normally provide that their principal and/or interest payments are to be adjusted upward or downward
(but ordinarily not below zero) to reflect changes in the embedded index while the structured instruments are outstanding. As a result,
the interest and/or principal payments that may be made on a structured product may vary widely, depending on a variety of factors, including
the volatility of the embedded index and the effect of changes in the embedded index on principal and/or interest payments. The rate of
return on structured notes may be determined by applying a multiplier to the performance or differential performance of the referenced
index(es) or other asset(s). Application of a multiplier involves leverage that will serve to magnify the potential for gain and the risk
of loss.
Structured
instruments may be less liquid than other fixed income securities and the price of structured instruments may be more volatile. In some
cases, depending on the terms of the embedded index, a structured instrument may provide that the principal and/or interest payments may
be adjusted below zero. Structured instruments also may involve significant credit risk and risk of default by the counterparty. Structured
instruments may also be illiquid. Like other sophisticated strategies, the Fund’s use of structured instruments may not work as
intended.
The
Fund may receive warrants or other non-income producing equity securities in connection with its investments in high-yield securities,
including in unit offerings, in an exchange offer, upon the conversion of a convertible security or upon the restructuring or bankruptcy
of investments owned by the Fund.
Warrants
are privileges issued by corporations enabling the owners to subscribe to and purchase a specified number of shares of the corporation
at a specified price during a specified period of time. Subscription rights normally have a short life span to expiration. The purchase
of warrants involves the risk that the Fund could lose the purchase value of a right or warrant if the right to subscribe to additional
shares is not exercised prior to the warrants’ expiration. Also, the purchase of warrants involves the risk that the effective price
paid for the warrant added to the subscription price of the related security may exceed the value of the subscribed security’s market
price such as when there is no movement in the level of the underlying security.
Distressed
Securities
The
Fund may invest in securities of corporate issuers that are the subject of bankruptcy proceedings or otherwise in default as to the repayment
of principal and/or interest or in significant risk of being in such default, or that are rated in the lower rating categories (Ca or
lower by Moody’s and CC or lower by S&P) or, if unrated, are considered by the Adviser to be of comparable quality (collectively,
“Distressed Securities”). Investment in Distressed Securities is speculative and involves significant risk. Distressed Securities
frequently do not produce income while they are outstanding and may require the Fund to bear certain extraordinary expenses in order to
protect and recover its investment. Therefore, to the extent the Fund seeks its secondary objective of capital appreciation through investment
in Distressed Securities, the Fund’s ability to achieve current income for its Shareholders may be diminished. The Fund also will
be subject to significant uncertainty as to when and in what manner and for what value the obligations evidenced by the Distressed Securities
will eventually be satisfied (e.g., through a liquidation of the obligor’s assets, an exchange
offer or plan of reorganization involving the Distressed Securities or a payment of some amount in satisfaction of the obligation). In
addition, even if an exchange offer is made or a plan of reorganization is adopted with respect to Distressed Securities held by the Fund,
there can be no assurance that the securities or other assets received by the Fund in connection with such exchange offer or plan of reorganization
will not have a lower value or income potential than may have been anticipated when the investment was made. Moreover, any securities
received by the Fund upon completion of an exchange offer or plan of reorganization may be restricted as to resale. As a result of the
Fund’s participation in negotiations with respect to any exchange offer or plan of reorganization with respect to an issuer of Distressed
Securities, the Fund may be restricted from disposing of such securities.
31
Bank Loan Risk
Bank
loans (including senior loans) are usually rated below investment grade. The market for bank loans may be subject to irregular trading
activity, wide bid/ask spreads and extended trade settlement periods. Investments in bank loans are typically in the form of an assignment
or participation. Investors in a loan participation assume the credit risk associated with the borrower and may assume the credit risk
associated with an interposed financial intermediary. Accordingly, if a lead lender becomes insolvent or a loan is foreclosed, the Fund
could experience delays in receiving payments or suffer a loss. In an assignment, the Fund effectively becomes a lender under the loan
agreement with the same rights and obligations as the assigning bank or other financial intermediary. Accordingly, if the loan is foreclosed,
the Fund could become part owner of any collateral, and would bear the costs and liabilities associated with owning and disposing of the
collateral. Due to their lower place in the borrower’s capital structure and possible unsecured status, junior loans involve a higher
degree of overall risk than senior loans of the same borrower. In addition, the floating rate feature of loans means that bank loans will
not generally experience capital appreciation in a declining interest rate environment. Declines in interest rates may also increase prepayments
of debt obligations and require the Fund to invest assets at lower yields.
The
Fund that invests in senior loans may be subject to greater levels of credit risk, call risk, settlement risk and liquidity risk than
funds that do not invest in such securities. Senior Loans and other types of direct indebtedness may not be readily marketable and may
be subject to restrictions on resale because, among other reasons, they may not be listed on any exchange, or a secondary market for such
loans may not exist or if a secondary market exists, it may be comparatively illiquid relative to markets for other more liquid fixed
income securities. As a result, in some cases, transactions in senior loans may involve greater costs than transactions in more actively
traded securities. Furthermore, restrictions on transfers in loan agreements, a lack of publicly available information, irregular trading
activity and wide bid/ask spreads among other factors, may, in certain circumstances, make senior loans more difficult to sell at what
the Adviser believes to be a fair price for such security. These factors may result in the Fund being unable to realize full value for
the senior loans and/or may result in the Fund not receiving the proceeds from a sale of a senior loan for an extended period after such
sale, each of which could result in losses to the Fund. Senior loans may have extended trade settlement periods which may result in cash
not being immediately available to the Fund. In addition, valuation of illiquid indebtedness involves a greater degree of judgment in
determining the Fund’s NAV than if that value were based on available market quotations, and could result in significant variations
in the Fund’s daily share price. At the same time, some loan interests are traded among certain financial institutions and accordingly
may be deemed liquid. The Adviser will determine the liquidity of the Fund’s investments by reference to market conditions and contractual
provisions. Senior loans may not be securities and therefore an investor in senior loans may not receive the protection of the federal
securities laws.
The
Fund may also invest in second-lien loans, which entail risks including (a) the subordination of the Fund’s claims to a senior lien
in terms of the coverage and recovery of the collateral and (b) the prohibition of or limitation on the right to foreclose on a second-lien
or exercise other rights as a second-lien holder. In certain cases, therefore, no recovery may be available from a defaulted second-lien
loan. The level of risk associated with investments in second-lien loans increases to the extent such investments are loans of distressed
or below investment grade companies.
Covenant-Lite
Loans
The
Fund may invest in, or obtain exposure to, loans that may be “covenant-lite.” The Fund uses the term “covenant-lite”
to refer generally to loans that do not have financial maintenance covenants. Generally, “covenant-lite” loans provide borrower
companies more freedom to negatively impact lenders because their covenants are incurrence-based, which means they are only tested and
can only be breached following an affirmative action of the borrower, rather than by a deterioration in the borrower’s financial
condition or operating results. Accordingly, when the Fund invests in “covenant-lite” loans, the Fund may have fewer rights
against a borrower and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial
maintenance covenants.
32
Collateralized Loan
Obligation (“CLO”)
CLOs
and other similarly structured securities are types of asset-backed securities. The cash flows from the CLO trust are split into two or
more portions, called tranches, varying in risk and yield. The riskiest portion is the “equity” tranche which bears the bulk
of defaults from the loans in the trust and serves to protect the other, more senior tranches from default in all but the most severe
circumstances. Since it is partially protected from defaults, a senior tranche from a CLO trust typically has higher ratings and lower
yields than the underlying securities, and can be rated investment grade. Despite the protection from the equity tranche, CLO tranches
can experience substantial losses due to actual defaults, increased sensitivity to defaults due to collateral default and disappearance
of protecting tranches, market anticipation of defaults and aversion to CLO securities as a class. The risks of an investment in a CLO
depend largely on the collateral and the class of the CLO in which the Fund invests. Normally, CLOs and other similarly structured securities
are privately offered and sold, and thus are not registered under the securities laws. As a result, investments in CLOs may be characterized
by the Fund as illiquid securities; however, an active dealer market, or other relevant measures of liquidity, may exist for CLOs allowing
a CLO potentially to be deemed liquid by the Adviser under liquidity policies approved by the Fund’s Board of Directors. In addition
to the risks associated with debt instruments (e.g., interest rate risk and credit risk), CLOs
carry additional risks including, but not limited to: (i) the possibility that distributions from collateral securities will not be adequate
to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) the possibility that the
Fund may invest in CLOs that are subordinate to other classes; and (iv) the complex structure of the security may not be fully understood
at the time of investment and may produce disputes with the issuer or unexpected investment results.
Mortgage-
and Asset-Backed Securities
The
Fund may invest in a variety of mortgage related and other asset-backed securities, including both commercial and residential mortgage
securities and other mortgage-backed instruments issued on a public or private basis. Mortgage-backed securities represent the right to
receive a portion of principal and/or interest payments made on a pool of residential or commercial mortgage loans. When interest rates
fall, borrowers may refinance or otherwise repay principal on their mortgages earlier than scheduled. When this happens, certain types
of mortgage-backed securities will be paid off more quickly than originally anticipated and the Fund will have to invest the proceeds
in securities with lower yields. This risk is known as “prepayment risk.” When interest rates rise, certain types of mortgage-backed
securities will be paid off more slowly than originally anticipated and the value of these securities will fall. This risk is known as
“extension risk.” Because of prepayment risk, mortgage-backed securities react differently to changes in interest rates than
other fixed income securities. Small movements in interest rates (both increases and decreases) may quickly and significantly reduce the
value of certain mortgage-backed securities.
Residential
Mortgage-Backed Securities Risk
The
investment characteristics of RMBS differ from those of traditional debt securities. The major differences include the fact that, on certain
RMBS, prepayments of principal may be made at any time. Prepayment rates are influenced by changes in current interest rates and a variety
of economic, geographic, social and other factors and cannot be predicted with certainty. Subordinated classes of CMOs are entitled to
receive repayment of principal in many cases only after all required principal payments have been made to more senior classes and also
have subordinated rights as to receipt of interest distributions. Such subordinated classes are subject to a greater risk of non-payment
than are senior classes of CMOs guaranteed by an agency or instrumentality of the U.S. Government.
Commercial
Mortgage-Backed Securities Risk
CMBS
may involve the risks of delinquent payments of interest and principal, early prepayments and potentially unrecoverable principal loss
from the sale of foreclosed property. Subordinated classes of CMBS are entitled to receive repayment of principal only after all required
principal payments have been made to more senior classes and also have subordinated rights as to receipt of interest distributions. Such
subordinated classes are subject to a greater risk of non-payment than are senior classes.
33
Derivatives Risk
The
use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in
securities and other traditional investments. Derivatives are subject to a number of risks, such as liquidity risk (which may be heightened
for highly-customized derivatives), interest rate risk, market risk, credit risk, leveraging risk, counterparty risk, tax risk and management
risk, as well as risks arising from changes in applicable requirements. They also involve the risk of mispricing, the risk of unfavorable
or ambiguous documentation and the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset,
rate or index. By investing in a derivative instrument, it could lose more than the amount invested and derivatives may increase the volatility
of the Fund, especially in unusual or extreme market conditions. Also, suitable derivative transactions may not be available in all circumstances
and there can be no assurance that the Fund will engage in these transactions to reduce exposure to other risks when that would be beneficial
or that, if used, such strategies will be successful. In addition, the Fund’s use of derivatives may increase or accelerate the
amount of taxes payable by Shareholders.
Over-the-counter
(“OTC”) derivatives are also subject to the risk that a counterparty to the transaction will not fulfill its contractual obligations
to the other party, as many of the protections afforded to centrallycleared derivatives might not be available for OTC derivatives transactions.
For derivatives traded on an exchange or through a central counterparty, credit risk resides with the Fund’s clearing broker, or
the clearinghouse itself, rather than with a counterparty in an OTC derivative transaction. The primary credit risk on derivatives that
are exchange-traded or traded through a central clearing counterparty resides with the Fund’s clearing broker, or the clearinghouse.
Participation in the markets for derivative instruments involves investment risks and transaction costs to which the Fund may not be subject
absent the use of these strategies. The skills needed to successfully execute derivative strategies may be different from those needed
for other types of transactions. If the Fund incorrectly forecasts the value and/or creditworthiness of securities, currencies, interest
rates, counterparties or other economic factors involved in a derivative transaction, the Fund might have been in a better position if
the Fund had not entered into such derivative transaction. In evaluating the risks and contractual obligations associated with particular
derivative instruments, it is important to consider that certain derivative transactions may be modified or terminated only by mutual
consent of the Fund and its counterparty.
It
may not be possible for the Fund to modify, terminate, or offset the Fund’s obligations or the Fund’s exposure to the risks
associated with a derivative transaction prior to its scheduled termination or maturity date, which may create a possibility of increased
volatility and/or decreased liquidity to the Fund. Hedges are sometimes subject to imperfect matching between the derivative and the underlying
instrument, and there can be no assurance that the Fund’s hedging transactions will be effective. In such case, the Fund may lose
money.
Privacy
and Data Security Laws
Many
jurisdictions in which the Fund and its portfolio companies operate have laws and regulations relating to data privacy, cyber security
and protection of personal information, including GDPR in the European Union that went into effect in May 2018 and the CCPA that took
effect in January 2020, which provides for enhanced consumer protections for California residents, a private right of action for data
breaches and statutory fines for data breaches or other CCPA violations. If the Fund or the Adviser fails to comply with the relevant
laws and regulations, it could result in regulatory investigations and penalties, which could lead to negative publicity and may cause
investors and clients to lose confidence in the effectiveness of the Fund’s security measures.
Liquidity
Risk
The
Fund intends to invest in illiquid investments. An illiquid investment is a security or other investment that cannot be sold or disposed
of within seven days or less in current market conditions without the sale or disposition significantly changing the market value of the
investment. Illiquid investments often can be resold only in privately negotiated transactions with a limited number of purchasers or
in a
34
public
offering registered under the 1933 Act. Considerable delay could be encountered in either event and, unless otherwise contractually provided,
the Fund’s proceeds upon sale may be reduced by the costs of registration or underwriting discounts. The difficulties and delays
associated with such transactions could result in the Fund’s inability to realize a favorable price upon disposition of illiquid
investments, and at times might make disposition of such securities impossible. In addition, the Fund may be unable to sell other illiquid
investments when it desires to do so, resulting in the Fund obtaining a lower price or being required to retain the investment. Illiquid
investments generally must be valued at fair value, which is inherently less precise than utilizing market value for liquid investments,
and may lead to differences between the price at which a security is valued for determining the Fund’s NAV and the price the Fund
actually receives upon sale. For the period between the repurchase offer notice and the end of the repurchase period, the Fund must maintain
100% of the repurchase offer amount in liquid assets.
Valuation
Risk
The
Adviser may use an independent pricing service or prices provided by dealers to value certain fixed income securities at their market
value. Because the secondary markets for certain investments may be limited, they may be difficult to value. When market quotations are
not readily available or are deemed to be unreliable, the Fund values its investments at fair value as determined in good faith pursuant
to policies and procedures approved by the Board of Directors. Fair value pricing may require subjective determinations about the value
of a security or other asset. As a result, there can be no assurance that fair value pricing will result in adjustments to the prices
of securities or other assets, or that fair value pricing will reflect actual market value, and it is possible that the fair value determined
for a security or other asset will be materially different from quoted or published prices, from the prices used by others for the same
security or other asset and/or from the value that actually could be or is realized upon the sale of that security or other asset. Where
market quotations are not readily available, valuation may require more research than for more liquid investments. In addition, elements
of judgment may play a greater role in valuation in such cases than for investments with a more active secondary market because there
is less reliable objective data available.
Leverage
Risk
The
Fund currently intends to use leverage to seek to achieve its investment objective. The borrowing of money or issuance of debt securities
and preferred stock represents the leveraging of the Fund’s Shares. In addition, the Fund may also leverage its Shares through investment
techniques, such as reverse repurchase agreements, writing credit default swaps, or futures. Leverage creates risks which may adversely
affect the return for the holders of Shares including:
•
the
likelihood of greater volatility of NAV and market price of and distributions in the Fund’s Shares;
•
fluctuations
in the dividend rates on any preferred stock or in interest rates on borrowings and short-term debt;
•
increased
operating costs, which are effectively borne by Shareholders, may reduce the Fund’s total return; and
•
the
potential for a decline in the value of an investment acquired with borrowed funds, while the Fund’s obligations under such borrowing
or preferred stock remain fixed.
In
addition, the rights of lenders and the holders of preferred stock and debt securities issued by the Fund will be senior to the rights
of the holders of Shares with respect to the payment of dividends or to the distribution of assets upon liquidation. Holders of preferred
stock have voting rights in addition to and separate from the voting rights of Shareholders. The holders of preferred stock, on the one
hand, and the holders of the Shares, on the other hand, may have interests that conflict in certain situations.
Leverage
is a speculative technique that could adversely affect the returns to Shareholders. Leverage can cause the Fund to lose money and can
magnify the effect of any losses. To the extent the income or capital appreciation derived from securities purchased with funds received
from leverage exceeds the cost of leverage, the Fund’s return will be greater than if leverage had not been used. Conversely, if
the income
35
or capital appreciation from the securities
purchased with such funds is not sufficient to cover the cost of leverage or if the Fund incurs capital losses, the return of the Fund
will be less than if leverage had not been used, and therefore the amount available for distribution to Shareholders as dividends and
other distributions will be reduced or potentially eliminated (or, in the case of distributions, will consist of return of capital).
The
Fund will pay (and the Shareholders will bear) all costs and expenses relating to the Fund’s use of leverage, which will result
in the reduction of the NAV of the Shares.
The
Fund’s leverage strategy may not work as planned or achieve its goals. In addition, the amount of fees paid to the Adviser will
be higher if the Fund uses leverage because the fees will be calculated on the Fund’s Managed Assets, which may create an incentive
for the Adviser to leverage the Fund.
Certain
types of borrowings may result in the Fund being subject to covenants in credit agreements, including those relating to asset coverage,
borrowing base and portfolio composition requirements and additional covenants that may affect the Fund’s ability to pay dividends
and distributions on Shares in certain instances. The Fund may also be required to pledge its assets to the lenders in connection with
certain types of borrowings. The Fund may be subject to certain restrictions on investments imposed by guidelines of one or more rating
agencies which may issue ratings for any preferred shares or short-term debt instruments issued by the Fund. These guidelines may impose
asset coverage or portfolio composition requirements that are more stringent than those imposed by the 1940 Act.
Temporary
Defensive Strategies Risk
From
time to time, the Fund may temporarily depart from its principal investment strategies as a defensive measure when the Adviser anticipates
unusual market or other conditions. When a temporary defensive posture is believed by the Adviser to be warranted (“temporary defensive
periods”), the Fund may, without limitation, hold cash or invest its Managed Assets in money market instruments and repurchase agreements
in respect of those instruments. The money market instruments in which the Fund may invest are obligations of the U.S. government, its
agencies or instrumentalities; commercial paper rated A-1 or higher by S&P or Prime-1 by Moody’s; and certificates of deposit
and bankers’ acceptances issued by domestic branches of U.S. banks that are members of the Federal Deposit Insurance Corporation.
During temporary defensive periods, the Fund may also invest to the extent permitted by applicable law in shares of money market mutual
funds. Money market mutual funds are investment companies and the investments in those companies by the Fund are in some cases subject
to applicable law. To the extent that the Fund invests defensively, it may not achieve its investment objective.
Focused
Investment Risk
To
the extent that the Fund focuses its investments in a particular industry, the NAV of the Shares will be more susceptible to events or
factors affecting companies in that industry. These may include, but are not limited to, governmental regulation, inflation, rising interest
rates, cost increases in raw materials, fuel and other operating expenses, technological innovations that may render existing products
and equipment obsolete, competition from new entrants, high research and development costs, increased costs associated with compliance
with environmental or other regulation and other economic, market, political or other developments specific to that industry. Also, the
Fund may invest a substantial portion of its assets in companies in related sectors that may share common characteristics, are often subject
to similar business risks and regulatory burdens and whose securities may react similarly to the types of events and factors described
above, which will subject the Fund to greater risk. The Fund also will be subject to focused investment risk to the extent that it invests
a substantial portion of its assets in a particular country or geographic region.
Risk
of Regulatory Changes
Legal,
tax and regulatory changes could occur and may adversely affect the Fund and its ability to pursue its investment strategies and/or increase
the costs of implementing such strategies. New (or revised) laws or regulations may be imposed by the CFTC, the SEC, the IRS, the U.S.
Federal Reserve or other
36
banking regulators, other governmental
regulatory authorities or self-regulatory organizations that supervise the financial markets that could adversely affect the Fund. In
particular, these agencies are implementing a variety of new rules pursuant to financial reform legislation in the United States. The
EU (and some other countries) are implementing similar requirements. The Fund also may be adversely affected by changes in the enforcement
or interpretation of existing statutes and rules by these governmental regulatory authorities or self-regulatory organizations.
In
addition, the securities and futures markets are subject to comprehensive statutes, regulations and margin requirements. The CFTC, the
SEC, the Federal Deposit Insurance Corporation, other regulators and self-regulatory organizations and exchanges are authorized under
these statutes, regulations and otherwise to take extraordinary actions in the event of market emergencies. The Fund and the Adviser historically
have been eligible for exemptions from certain regulations. However, there is no assurance that the Fund and the Adviser will continue
to be eligible for such exemptions. The CFTC and certain futures exchanges have established limits, referred to as “position limits,”
on the maximum net long or net short positions which any person may hold or control in particular options and futures contracts.
Risks
Associated with Status as a Regulated Investment Company
The
Fund intends to qualify for federal income tax purposes as a regulated investment company under Subchapter M of the Code. Qualification
requires, among other things, compliance by the Fund with certain distribution requirements. Statutory limitations on distributions on
the common shares if the Fund is leveraged and fails to satisfy the 1940 Act’s asset coverage requirements could jeopardize the
Fund’s ability to meet such distribution requirements. The Fund presently intends, however, to purchase or redeem any outstanding
leverage to the extent necessary in order to maintain compliance with such asset coverage requirements.
Potential
Conflicts of Interest Risk
The
Adviser and its affiliates are involved worldwide with a broad spectrum of financial services and asset management activities and may
engage in the ordinary course of business in activities in which their interests or the interests of their clients may conflict with those
of the Fund. The Adviser and its affiliates may provide investment management services to other funds and discretionary managed accounts
that follow an investment program similar to that of the Fund. Subject to the requirements of the 1940 Act, the Adviser and its affiliates
intend to engage in such activities and may receive compensation from third parties for their services. Neither the Adviser nor its affiliates
are under any obligation to share any investment opportunity, idea or strategy with the Fund. As a result, the Adviser and its affiliates
may compete with the Fund for appropriate investment opportunities. The results of the Fund’s investment activities, therefore,
may differ from those of other accounts managed by the Adviser and its affiliates, and it is possible that the Fund could sustain losses
during periods in which one or more of the proprietary or other accounts managed by the Adviser or its affiliates achieve profits. The
Adviser has informed the Fund’s Board of Directors that the investment professionals associated with the Adviser are actively involved
in other investment activities not concerning the Fund and will not be able to devote all of their time to the Fund’s business and
affairs. The Adviser and its affiliates have adopted policies and procedures designed to address potential conflicts of interests and
to allocate investments among the accounts managed by the Adviser and its affiliates in a fair and equitable manner.
Foreign
Currency Risk
The
Fund’s investments that are denominated in a foreign currency will be subject to the risk that the value of a particular currency
may change in relation to the U.S. dollar. Among the factors that may affect currency values are trade balances, the level of short-term
interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital
appreciation and political developments. As a result, a change in currency exchange rates may adversely affect the Fund’s profitability.
37
Income and Distribution
Risk
The
income that Shareholders receive from the Fund is expected to be based in part on income from short-term gains that the Fund earns from
dividends and other distributions received from its investments. If the distribution rates or yields of the Fund’s holdings decrease,
Shareholders’ income from the Fund could decline. In selecting equity income securities in which the Fund will invest, the Adviser
will consider the issuer’s history of making regular periodic distributions (i.e., dividends)
to its equity holders. An issuer’s history of paying dividends or other distributions, however, does not guarantee that the issuer
will continue to pay dividends or other distributions in the future. The dividend income stream associated with equity income securities
generally is not fixed but is elected and declared at the discretion of the issuer’s board of directors and will be subordinate
to payment obligations of the issuer on its debt and other liabilities. Accordingly, an issuer may forgo paying dividends on its equity
securities. In addition, because in most instances issuers are not obligated to make periodic distributions to the holders of their equity
securities, such distributions or dividends generally may be discontinued at the issuer’s discretion. There can be no assurance
that quarterly distributions paid by the Fund to the Shareholders will be maintained at initial levels or increase over time.
Cyber
Security Risk
The
occurrence of a disaster such as a cyber-attack, a natural catastrophe, an industrial accident, a terrorist attack or war, events unanticipated
in the disaster recovery systems of the Fund and Adviser, or a support failure from external providers, could have an adverse effect on
the Fund’s ability to conduct business and on its results of operations and financial condition, particularly if those events affect
the Fund, the Adviser’s computer-based data processing, transmission, storage, and retrieval systems or destroy data. If the Adviser
was unavailable in the event of a disaster, the Fund’s ability to effectively conduct is business could be severely compromised.
The
Fund and the Adviser depend heavily upon computer systems to perform necessary business functions. Despite implementation of a variety
of security measures, the computer systems of the Fund and the Adviser could be subject to cyber-attacks and unauthorized access, such
as physical and electronic break-ins, “phishing” attempts or unauthorized tampering. Like other companies, the Fund and the
Adviser may experience threats to their data and systems, including malware and computer virus attacks, impersonation of authorized users,
unauthorized access, system failures and disruptions. The Fund does not control the cyber security plans and systems put in place by third-party
service providers, and such third-party service providers may have limited indemnification obligations to the Fund, the Adviser, Shareholders
and/or a portfolio company, each of which would be negatively impacted. If one or more of these events occurs, it could potentially jeopardize
the confidential, proprietary and other information processed and stored in, and transmitted through, the computer systems and networks
of the Fund, or the Adviser, or otherwise cause interruptions or malfunctions in the Fund’s operations, which could result in damage
to the Fund’s reputation, financial losses, litigation, increased costs, regulatory penalties and/or customer dissatisfaction or
loss.
Emerging
Markets Risk
The
Fund may invest in securities of companies in an “emerging market.” Investments in emerging market securities involve a greater
degree of risk than, and special risks in addition to the risks associated with, investments in domestic securities or in securities of
foreign, developed countries. Foreign investment risk may be particularly high to the extent that the Fund invests in securities of issuers
based or doing business in emerging market countries or invests in securities denominated in the currencies of emerging market countries.
Investing in securities of issuers based or doing business in emerging markets entails all of the risks of investing in securities of
foreign issuers, including being less liquid, more volatile and harder to value than U.S. securities, but to a heightened degree. These
heightened risks include: (i) greater risks of expropriation, confiscatory taxation, nationalization and less social, political and economic
stability; (ii) the smaller size of the market for such securities and a lower volume of trading, resulting in a lack of liquidity and
in price volatility; (iii) certain national policies which may restrict the Fund’s investment opportunities, including restrictions
on investing in issuers or industries deemed sensitive to relevant national interests
38
and
requirements that government approval be obtained prior to investment by foreign persons; (iv) certain national policies that may restrict
the Fund’s repatriation of investment income, capital or the proceeds of sales of securities, including temporary restrictions on
foreign capital remittances; (v) the lack of uniform accounting and auditing standards and/or standards that may be significantly different
from the standards required in the United States; (vi) less publicly available financial and other information regarding issuers; (vii)
potential difficulties in enforcing contractual obligations; and (viii) higher rates of inflation, higher interest rates and other economic
concerns. Also, investing in emerging market countries may entail purchases of securities of issuers that are insolvent, bankrupt, in
default or otherwise of questionable ability to satisfy their payment obligations as they become due, subjecting the Fund to a greater
amount of credit risk and/or high-yield risk.
Political
Risks Relating to Russia’s Invasion of Ukraine
Russia
began its invasion of Ukraine in February 2022. The invasion significantly amplified already existing geopolitical tensions among Russia,
Ukraine, Europe, NATO and the United States. Russia’s military invasion of Ukraine, the resulting responses by the United States
and other countries, and the potential for wider conflict has increased volatility and uncertainty in the financial markets, specifically
on companies in the oil and gas sector, finance and resource extraction.
The
extent and duration of Russia’s military actions, resulting sanctions and consequent future market disruptions are impossible to
predict, but could be significant and may negatively affect global supply chains, inflation, oil and gas supply, and global growth.
The
ramifications of the hostilities and sanctions, however, may not be limited to Russia. Conflict between Ukraine and Russia is likely to
negatively impact other regional and global economic markets (including Europe, Asia and the United States), companies in other countries
(particularly those that have exposure toRussia and Ukraine) and on various sectors, industries and markets for securities and commodities
globally, such as oil and natural gas and banking.
Health
Crisis Risk. An outbreak of an infectious respiratory illness, COVID-19, caused by a novel coronavirus has resulted in travel
restrictions, disruption of healthcare systems, prolonged quarantines, cancellations, supply chain disruptions, lower consumer demand,
layoffs, ratings downgrades, defaults and other significant economic impacts. Certain markets have experienced temporary closures, extreme
volatility, severe losses, reduced liquidity and increased trading costs. In particular, COVID-19 has resulted in substantial market volatility
and global business disruption, impacting the global economy and the financial health of individual companies in significant and unforeseen
ways. The duration and future impact of COVID-19 are currently unknown, which may exacerbate other types of risks that apply to the Fund
and negatively impact Fund performance and the value of your investment in the Fund. It is not possible to determine the ultimate impact
of COVID-19 at this time. Further, the extent and strength of any economic recovery after the COVID-19 pandemic abates is uncertain and
subject to various factors and conditions, including the emergence of other infectious illness outbreaks that may have similar impacts.
Accordingly, an investment in the Fund is subject to an elevated degree of risk as compared to other market environments.
Convertible
Securities Risk
Convertible
securities generally offer lower interest or dividend yields than non-convertible securities of similar quality. The market values of
convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In the absence
of adequate anti-dilutive provisions in a convertible security, dilution in the value of the Fund’s holding may occur in the event
the underlying stock is subdivided, additional equity securities are issued for below market value, a stock dividend is declared or the
issuer enters into another type of corporate transaction that has a similar effect.
Credit
Default Swaps Risk
Credit
default swap agreements may involve greater risks than if the Fund had invested in the reference obligation directly since, in addition
to general market risks, credit default swaps are subject to
39
illiquidity risk, counterparty risk
and credit risk. A buyer generally also will lose its investment and recover nothing should no credit event occur and the swap is held
to its termination date. If a credit event were to occur, the value of any deliverable obligation received by the seller (if any), coupled
with the upfront or periodic payments previously received, may be less than the full notional value it pays to the buyer, resulting in
a loss of value to the seller. When the Fund acts as a seller of a credit default swap, it is exposed to many of the same risks of leverage
described herein since if an event of default occurs, the seller must pay the buyer the full notional value of the reference obligation.
Although
the Fund may seek to realize gains by selling credit default swaps that increase in value, to realize gains on selling credit default
swaps, an active secondary market for such instruments must exist or the Fund must otherwise be able to close out these transactions at
advantageous times. In addition to the risk of losses described above, if no such secondary market exists or the Fund is otherwise unable
to close out these transactions at advantageous times, selling credit default swaps may not be profitable for the Fund.
The
market for credit default swaps has become more volatile as the creditworthiness of certain counterparties has been questioned and/or
downgraded. The Fund will be subject to credit risk with respect to the counterparties to the credit default swap contract (whether a
clearing corporation or another third party). If a counterparty’s credit becomes significantly impaired, multiple requests for collateral
posting in a short period of time could increase the risk that the Fund may not receive adequate collateral. The Fund may exit its obligations
under a credit default swap only by terminating the contract and paying applicable breakage fees, or by entering into an offsetting credit
default swap position, which may cause the Fund to incur more losses.
40
Management of the Fund
Directors and Officers
The Fund’s business and affairs are managed under the
direction of the Board of Directors. Accordingly, the Board of Directors provides broad oversight over the Fund’s affairs, including
oversight of the duties performed by the Adviser. The Fund’s officers are responsible for the day-to-day operations. Each Director
and officer will hold office until his/her successor is duly elected and qualifies or until he/she resigns or is removed in the manner
provided by the Fund’s Charter or Bylaws. Unless otherwise indicated, the address of each director and officer is Brookfield Place,
250 Vesey Street, 15th Floor, New York, New York, 10281-1023. Additional information regarding the Board and its committees, and officers,
is set forth under “Management of the Fund” in the statement of additional information. The Board of Directors consists of
a majority of Directors who are not interested persons (as defined in the 1940 Act) of the Adviser or its affiliates.
Adviser
The Adviser is an affiliate of Oaktree Capital Management,
L.P. (“OCM”), a leading global investment management firm headquartered in Los Angeles, California focused on less efficient
markets and alternative investments, and is a subsidiary of Oaktree Capital Group, LLC (“OCG,” together with OCM and the Adviser,
“Oaktree”). A number of the senior executives and investment professionals of Oaktree have been investing together for over
37 years and have generated impressive investment performance through multiple market cycles. Oaktree emphasizes an opportunistic, value-oriented
approach to investments in distressed debt, corporate debt (including mezzanine finance, direct lending, high yield debt and senior loans),
control investing, convertible securities, real estate, listed equities and multi-strategy solutions. As of December 31, 2022, Oaktree
had approximately $170 billion of assets under management. The Adviser is registered with the SEC as an investment adviser under the Advisers
Act.
Oaktree’s primary firm-wide goal is to achieve attractive
returns while bearing less than commensurate risk. Oaktree believes that it can achieve this goal by taking advantage of market inefficiencies
in which financial markets and their participants fail to accurately value assets or fail to make available to companies the capital that
they reasonably require.
Management Agreement
Pursuant to a management agreement with the Fund (the “Management
Agreement”), the Adviser is responsible for the management of the Fund’s portfolio. In return for its investment advisory
services, the Fund pays the Adviser a monthly fee at the annual rate of 1.25% of the average daily value of the Fund’s Managed Assets.
The management services of the Adviser to the Fund are not exclusive under the terms of the Management Agreement and the Adviser is free
to, and does, render management services to others.
The Adviser has contractually agreed to waive all or a portion
of its investment advisory fees and/or to reimburse certain expenses of the Fund, including organizational expenses and offering costs,
to the extent necessary to maintain the Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding
any front-end or contingent deferred sales loads, brokerage commissions and other transactional expenses, acquired fund fees and expenses,
interest (including, “Interest Payments on Borrowed Funds”), taxes, and extraordinary expenses, such as litigation; and other
expenses not incurred in the ordinary course of the Fund’s business) at no more than 2.10% for Class D Shares and 2.85% for Class
T Shares. The fee waiver and expense reimbursement arrangement will continue for a period of no less than one year from the effective
date of the Fund’s registration statement and may not be terminated by the Fund or the Adviser before such time. Thereafter, this
arrangement may only be terminated or amended to increase the expense cap, provided that in the case of a termination by the Adviser,
the Adviser will provide the Board of Directors with written notice of its intention to terminate the arrangement prior to the expiration
of its then current term. Any waivers and/or reimbursements made by the Adviser are subject to recoupment from the Fund for a period not
to exceed three years after the occurrence of the waiver and/or reimbursement, provided that the Fund may only make repayments to the
Adviser if such repayment
41
does not cause the Fund’s expense ratio (after the repayment is taken into account)
to exceed the lesser of (1) the expense cap in place at the time such amounts were waived, or (2) the Fund’s current expense cap.
The Management Agreement will have an initial term of two
years, and continue in effect thereafter only so long as such continuance is specifically approved at least annually by the Board of Directors
in accordance with the requirements of the 1940 Act.
A discussion regarding the basis of the Board of Directors’
initial approval of the Management Agreement was provided in the annual report for the period ended December 31, 2022. The basis for subsequent
approvals of the Fund’s Management Agreement will be provided in annual or semi-annual reports to shareholders for the financial
reporting periods in which the Agreement was acted upon by the Board of Directors.
The table below sets forth the total advisory fees paid by
the Fund to the Adviser for the year ended December 31, 2022. Advisory fees recouped by the Adviser were done pursuant to expense limitation
agreements (see the “Expense Limitation Agreements” section below).
| | Advisory Fees | | |
$1,995,058 |
|
| | Advisory Fees Recouped | | |
$202,188 |
|
| | Net Advisory Fees Paid to Adviser | | |
$2,197,246 |
|
Portfolio Managers
Bruce Karsh, Wayne Dahl, Armen Panossian, Danielle Poli,
and David Rosenberg manage the Fund. Bruce Karsh is the lead portfolio manager for the Fund. Their professional backgrounds are below.
Bruce Karsh
Co-Founder, Chief Investment Officer and Portfolio Manager
Mr. Karsh is Oaktree’s Co-Chairman and one of the firm’s
co-founders. He also is Chief Investment Officer and serves as portfolio manager for Oaktree’s Opportunities, Value Opportunities
and Multi-Strategy Credit strategies, including the Oaktree Diversified Income Fund. Prior to co-founding Oaktree, Mr. Karsh was a managing
director of TCW Asset Management Company, and the portfolio manager of the Special Credits Funds from 1988 until 1995. Prior to joining
TCW, Mr. Karsh worked as Assistant to the Chairman of SunAmerica, Inc. Prior to that, he was an attorney with the law firm of O’Melveny
& Myers. Before working at O’Melveny & Myers, Mr. Karsh clerked for the Honorable Anthony M. Kennedy, then of the U.S. Court
of Appeals for the Ninth Circuit and retired Associate Justice of the U.S. Supreme Court. Mr. Karsh holds an A.B. degree in economics
summa cum laude from Duke University, where he was elected to Phi Beta Kappa. He went on to earn a J.D. from the University of Virginia
School of Law, where he served as Notes Editor of the Virginia Law Review and was a member of the Order of the Coif. Mr. Karsh serves
on the boards of a number of privately held companies. He is a member of the investment committee of the Broad Foundations. Mr. Karsh
is Trustee Emeritus of Duke University, having served as Trustee from 2003 to 2015, and as Chairman of the Board of DUMAC, LLC, the entity
that managed Duke’s endowment, from 2005 to 2014.
Wayne Dahl
Managing Director and Co-Portfolio Manager
Mr. Dahl is a managing director and Oaktree’s Investment
Risk Officer. He also serves as an assistant portfolio manager for the Global Credit strategy, co-portfolio manager for the Oaktree Diversified
Income Fund and is a member of the Global Credit Investment Committee. Mr. Dahl joined Oaktree in 2016 from Prosiris Capital Management
in New York, where he was the Chief Risk Officer. Prior thereto, Mr. Dahl was Head of Risk Management for Canyon Capital Advisors in Los
Angeles for nine years where he developed, implemented and managed the firm’s risk measurement and reporting systems across all
42
investment strategies. Mr. Dahl began his career at Rumson Capital in quantitative research
and development focused on the convertible arbitrage strategy. He received his B.A. degree in economics with a minor in mathematics from
Brigham Young University and his Master of Science in Mathematics in Finance degree from New York University’s Courant Institute
of Mathematical Science.
Armen Panossian
Managing Director, Head of Performing Credit and Co-Portfolio
Manager
Mr. Panossian is a managing director and Oaktree’s
Head of Performing Credit, as well as a member of the investment committee for Oaktree’s Direct Lending strategy. He also serves
as portfolio manager for the Strategic Credit strategy and co-portfolio manager for the Oaktree Diversified Income Fund. His responsibilities
include oversight of the firm’s performing credit activities including the senior loan, high yield bond, private credit, convertibles,
structured credit and emerging markets debt strategies. Mr. Panossian also serves as co-portfolio manager for Oaktree’s Life Sciences
Lending platform, which focuses on investment opportunities across the healthcare spectrum from biotechnology and pharmaceuticals to medical
devices and healthcare services. Mr. Panossian joined Oaktree in 2007 as a senior member of its Opportunities investment team. In January
2014, he joined the U.S. Senior Loan team to assume co-portfolio management responsibilities and lead the development of Oaktree’s
CLO business. Mr. Panossian joined Oaktree from Pequot Capital Management, where he worked on their distressed debt strategy. Mr. Panossian
received a B.A. degree in economics with honors and distinction from Stanford University, where he was elected to Phi Beta Kappa. Mr.
Panossian then went on to receive an M.S. degree in health services research from Stanford Medical School and J.D. and M.B.A. degrees
from Harvard Law School and Harvard Business School. Mr. Panossian serves on the Advisory Board of the Stanford Institute for Economic
Policy Research. He is a member of the State Bar of California.
David Rosenberg
Managing Director and Co-Portfolio Manager
Mr. Rosenberg serves as the co-portfolio manager for Oaktree’s
U.S. High Yield Bond, Global High Yield Bond and Global Credit strategies, as well as co-portfolio manager for the Oaktree Diversified
Income Fund. He joined Oaktree in 2004 following graduation from the University of Southern California with an M.B.A. in business administration.
Before attending graduate school, Mr. Rosenberg served as an associate in the Franchise Systems Finance Group at J.P. Morgan. Mr. Rosenberg
holds an M.P.A. in professional accounting with a concentration in finance and a B.A. degree in business administration from the University
of Texas at Austin. He is a Certified Public Accountant (inactive).
Danielle Poli
Managing Director and Co-Portfolio Manager
Danielle Poli is a managing director and co-portfolio manager
for the Oaktree Diversified Income Fund. Since joining Oaktree in 2014, she has led the expansion of the firm’s multi-strategy credit
offerings including the firm’s flagship Global Credit strategy for which she is a senior specialist and member of the Investment
Committee. In addition, Ms. Poli oversees product management activities globally across Credit, Private Equity, Real Assets and Listed
Equities, in her role as Head of Oaktree’s Product Specialist Group. Prior to joining Oaktree, Ms. Poli earned her MBA at the UCLA
Anderson School of Management, where she was the recipient of the Laurence and Lori Fink Investment Management Fellowship and an intern
at Oaktree in 2013. Prior experience includes four years at PAAMCO KKR Prisma (formerly PAAMCO) where Ms. Poli helped manage hedge fund
portfolios for institutional clients. Ms. Poli holds a B.S. degree in business administration from the University of Southern California
and is a CAIA charterholder.
Control Persons
A control person is a person who owns, either directly or
indirectly, beneficially more than 25% of the voting securities of a company. As of the date of this Prospectus, the Fund could be deemed
to be under
43
control of Oaktree Fund GP I, L.P., a Delaware limited partnership, which currently has voting
authority with respect to approximately 88% of the value of the outstanding interests in the Fund.
Plan of Distribution
Quasar Distributors, LLC (the “Distributor”)
serves as the principal underwriter and distributor of the Fund’s Shares pursuant to a distribution contract (the “Distribution
Contract”) with the Fund. The Distributor, located at 111 East Kilbourn Avenue, Suite 2200, Milwaukee, Wisconsin, 53202, is a broker-dealer
registered with the SEC and is a member of the Financial Industry Regulatory Authority (“FINRA”).
The Distributor acts as the distributor of Shares for the
Fund on a best efforts basis, subject to various conditions, pursuant to the terms of the Distribution Contract. The Distributor is not
obligated to sell any specific amount of Shares of the Fund.
Shares of the Fund are continuously offered through the Distributor
and/or certain financial intermediaries that have agreements with the Distributor. As discussed below, the Fund may authorize one or more
intermediaries (e.g., broker-dealers and other financial firms) to receive orders on its behalf.
The Shares will be offered at NAV per share (plus any applicable sales load) calculated each regular business day. Please see “Net
Asset Value” below.
The Fund and the Distributor have the sole right to accept
orders to purchase Shares and reserve the right to reject any order in whole or in part.
The Fund’s Shares are not listed for trading on any
securities exchange. There is currently no secondary market for the Fund’s Shares and the Fund does not anticipate that a secondary
market will develop for its Shares. Investors should consider Shares of the Fund to be an illiquid investment. None of the Adviser or
the Distributor intends to make a market in the Fund’s Shares.
The Fund has agreed to indemnify the Distributor and certain
of the Distributor’s affiliates against certain liabilities, including certain liabilities arising under the 1933 Act. To the extent
consistent with applicable law, the Distributor has agreed to indemnify the Fund and each Director against certain liabilities under the
1933 Act and in connection with the services rendered to the Fund.
Share Classes
Since receiving the Exemptive Relief, the Fund has implemented
a Multi-Class Plan pursuant to Rule 18f-3 under the 1940 Act. Although the Fund is not an open-end investment company, it will comply
with the terms of Rule 18f-3 as a condition of the granted Exemptive Relief, which permits the Fund to have, among other things, a multi-class
structure and distribution and shareholder servicing fees.
Under the Multi-Class Plan, shares of each class of the Fund
represent an equal pro rata interest in the Fund and, generally, have identical voting, dividend,
liquidation, and other rights, preferences, powers, restrictions, limitations, qualifications and terms and conditions, except that: (a)
each class has a different designation; (b) each class of shares bears any class-specific expenses; and (c) each class shall have separate
voting rights on any matter submitted to Shareholders in which the interests of one class differ from the interests of any other class,
and shall have exclusive voting rights on any matter submitted to Shareholders that relates solely to that class.
At present, only Class D and Class T Shares are available
for purchase. In the future, the Fund may offer additional classes of shares. Each share class will represent an investment in the same
portfolio of investments, but each class has its own expense structure and arrangements for shareholder services or distribution, which
allows you to choose the class that best fits your situation and eligibility requirements.
Class D Shares may be offered for investment to investors
such as pension and profit sharing plans, employee benefit trusts, endowments, foundations, corporations and individuals that can meet
the minimum investment amount. Class T Shares may be offered for investment through certain financial firms that charge their customers
transaction or other fees with respect to their customers’ investments in the Fund.
44
Class T Shares are not available for purchase directly from the Distributor
and are primarily offered and sold to retail investors by certain broker-dealers which are members of FINRA and which have agreements
with the Distributor to sell Class T Shares, but may be made available through other financial firms, including banks and trust companies,
and to specified benefit plans (as defined below) and other retirement accounts.
Class T Distribution Plan
The Fund has implemented a Distribution Plan for the Class
T Shares of the Fund. The Distribution Plan operates in a manner consistent with Rule 12b-1 under the 1940 Act, which regulates the manner
in which an open-end investment company may directly or indirectly bear the expenses of distributing its shares. Although the Fund is
not an open-end investment company, it will comply with the terms of Rule 12b-1 as a condition of the granted Exemptive Relief, which
permits the Fund to have, among other things, a multi-class structure and distribution and shareholder servicing fees. Each Distribution
and Servicing Plan permits the Fund to compensate the Distributor for providing or procuring through financial firms, distribution, administrative,
recordkeeping, shareholder and/or related services with respect to the Class T Shares, as applicable. Most or all of the distribution
and/or service fees are paid to financial firms through which Shareholders may purchase or hold Class T Shares, as applicable. Because
these fees are paid out of the applicable share class’s assets on an ongoing basis, over time they will increase the cost of an
investment in Class T Shares and may cost you more than other types of sales charges.
The maximum annual rates at which the distribution fees
may be paid under the Distribution Plan is 0.75% for Class T Shares (calculated as a percentage of the Fund’s average daily net
assets attributable to the Class T Shares).
Shareholder Servicing Plan
The Fund has implemented a “Shareholder Services
Plan” with respect to its Class D and Class T shares under which the Fund may compensate financial intermediaries for providing
ongoing services in respect of Fund Shareholders. Such services may include responding to customer inquiries of a general nature regarding
the Fund; crediting distributions from the Fund to customer accounts; arranging for bank wire transfer of funds to or from a customer’s
account; responding to customer inquiries and requests regarding Statements of Additional information, shareholder reports, notices, proxies
and proxy statements, and other Fund documents; forwarding Prospectuses, Statements of Additional Information, tax notices and annual
and semi-annual reports to beneficial owners of Fund shares; and providing such other similar services as the Fund may reasonably request
to the extent a financial intermediary is permitted to do so under applicable statutes, rules, or regulations.
Under the Shareholder Services Plan, the Fund, with respect
to each of Class D and Class T shares, may incur expenses on an annual basis equal up to 0.25% of its average net assets attributable
to Class D and Class T shares, respectively. The Adviser, the Distributor or an affiliate may make additional payments to intermediaries
for these and other services, and their payments may be based on the same or other methods of calculation. See Revenue
Sharing below.
The Adviser has contractually agreed to limit the shareholder
servicing fees for each share class to the extent necessary to maintain the shareholder servicing fees at no more than 0.10% of the average
daily net assets of the Fund’s Class D Shares and Class T Shares, respectively, until at least April 30, 2024. Thereafter, this
arrangement may be extended, terminated, or modified by the Adviser in its sole discretion and at any time. If the Fund’s Class
D Shares or Class T Shares operate below the total expense ratio for each share class after fee waivers and/or expense reimbursement,
this arrangement will continue to limit the shareholder servicing fees for each share class to the extent necessary to maintain the shareholder
servicing fee expense cap, as described above. The Fund’s actual shareholder servicing fees may differ from the estimates above.
Any shareholder servicing fee reimbursed or otherwise absorbed by the Adviser are subject to recoupment from the Fund for a period not
to exceed three years after the occurrence of the
45
reimbursement, provided that the Fund may only make repayments to the Adviser if such repayment
does not cause the Fund’s shareholder servicing fees (after the repayment is taken into account) to exceed the lesser of
(1) the Annual Limit in place at the time such amounts were waived, or (2) the Fund’s current Annual Limit.
Revenue Sharing
The Adviser, the Distributor, the Administrator or an affiliate
of each may make cash payments from their own resources to broker-dealers or financial intermediaries for various reasons. These payments,
often referred to as “revenue sharing,” may support the delivery of services to the Fund or Shareholders in the Fund, including
transaction processing and sub-accounting services.
These payments also may serve as an incentive to sell Fund
Shares or to promote Shareholder retention. As such, the payments may go to firms providing various marketing support or other promotional
services relating to the Fund, including advertising and sales meetings, as well as inclusion of the Fund in various promotional and sales
programs. Marketing support services also may include business planning assistance, broker-dealer education about the Fund and shareholder
financial planning assistance.
Please be aware that revenue sharing arrangements or other
payments to intermediaries could create incentives on the part of the parties receiving the payments to more positively consider the Fund
relative to other funds either not making payments of this nature or making smaller such payments. A Shareholder or prospective investor
with questions regarding revenue sharing or other such payments may obtain more details by contacting his or her broker representative
or other financial intermediary directly. The Fund’s Statement of Additional Information includes a listing of certain parties receiving
revenue sharing payments in respect of the Fund.
Purchasing Shares
The following section provides basic information about how
to purchase Shares of the Fund.
The Fund typically does not offer or sell its shares to non-U.S.
residents. For purposes of this policy, a U.S. resident is defined as an account with (i) a U.S. address of record and (ii) all account
owners residing in the U.S. at the time of sale.
If you are eligible to buy Class D Shares and Class T Shares,
you should buy Class D Shares because Class T Shares may be subject to sales charges and will pay an annual distribution fee.
Individual Shareholders who purchase Shares through financial
intermediaries, pensions or profit sharing plans may not be eligible to hold Shares outside of their respective plan or financial intermediary
platform.
Class D Shares
Eligible investors may purchase Class D Shares in the following
ways:
•
Through
your broker-dealer or other financial firm. Class D Shares may be offered through certain financial firms that charge their customers
transaction or other fees with respect to their customers’ investments in the Fund. Class D Shares may also be offered to investors
in pension and profit sharing plans, employee benefit trusts, endowments, foundations, corporations and individuals that can meet the
minimum investment amount. Your broker-dealer or other financial firm may establish different minimum investment requirements than the
Fund and may also independently charge you transaction or other fees and additional amounts (which may vary) in return for its services,
which will reduce your return. Shares you purchase through your broker-dealer or other financial firm will normally be held in your account
with that firm. If you purchase shares through a broker-dealer or other financial firm, instructions for buying, selling, exchanging or
transferring Class D Shares must be submitted by your financial firm or broker-dealer on your behalf.
•
Through
the Transfer Agent. You should discuss your investment with your financial adviser before you make a purchase to be sure the Fund
is appropriate for you. Individual investors who
46
meet the minimum investment amount and wish to invest directly in Class
D Shares may obtain an Account Application online at https://www.brookfieldoaktree.com/fund/oaktree-diversified-income-fund-inc or by
calling the Transfer Agent at 1-855-862-5873. If you do not list a financial adviser and his/her brokerage firm on the Account Application,
the Distributor is designated as the broker of record, but solely for purposes of acting as your agent to purchase shares.
Class T Shares
Investors may purchase Class T Shares through their broker-dealer
or other financial firm. Class T Shares are not available for purchase directly from the Distributor.
•
Through
your broker-dealer or other financial firm. Class T Shares are primarily offered and sold to retail investors by certain broker-dealers
which are members of FINRA and which have agreements with the Fund’s distributor to offer Class T Shares, but may be made available
through other financial firms, including banks and trust companies and to specified benefit plans and other retirement accounts. Your
broker-dealer or other financial firm may establish different minimum investment requirements than the Fund and may also independently
charge you transaction or other fees and additional amounts (which may vary) in return for its services, which will reduce your return.
Shares you purchase through your broker-dealer or other financial firm will normally be held in your account with that firm and instructions
for buying, selling, exchanging or transferring Class T Shares must be submitted by your broker-dealer or other financial firm on your
behalf.
The completed Account Application may be submitted using
the following methods:
| | Overnight Mail: | | | | |
| | Regular Mail: | | |
Oaktree Diversified Income Fund Inc. c/o U.S. Bancorp Fund Services, LLC P.O. Box 701 Milwaukee, Wisconsin 53201‑0701 |
|
For inquiries, please call 1-855-862-5873
Payment for the purchase of Shares may be made by check
payable to the transfer agent and sent to the Regular Mail address above; or by wiring federal funds to:
In order to receive the current day’s NAV, order
instructions must be received in good order prior to the close of regular trading on the NYSE (ordinarily 4:00 p.m., Eastern time) (“NYSE
Close”). Instructions must include the name and signature of an appropriate person designated on the Account Application (“Authorized
Person”), account name, account number, name of the Fund and dollar amount. Payments received without order instructions could result
in a processing delay or a return of wire. Failure to send the accompanying payment on the same day may result in the cancellation of
the order.
47
Investment Minimums
Class D Shares. The
following investment minimums apply for purchases of Class D Shares:
|
Initial Investment |
| |
Subsequent Investments |
|
| $25,000 per account | | |
$5,000 |
|
Class T Shares.
The following investment minimums apply for purchases of Class T Shares:
|
Initial Investment |
| |
Subsequent Investments |
|
| $2,500 per account | | |
$500 |
|
The initial investment minimums may be modified for certain
financial firms that submit orders on behalf of their customers. The Fund or the Distributor may lower or waive the minimum initial investment
for certain classes of shares or categories of investors at their discretion. The minimum initial investment may also be modified for
the Directors and certain employees and their extended family members of current officers, directors, and employees of the Fund, the Adviser,
Administrator, certain other subsidiaries of Oaktree, employees of certain firms providing services to the Fund (such as the custodian
and the shareholder servicing agent), and to the immediate family members of any such persons or to any trust, pension, profitsharing
or other benefit plan for only such persons. Please see the Statement of Additional Information for details.
Additional Investments. An
investor may purchase additional Class D Shares at any time. If you invest in Shares through a broker-dealer, contact your financial firm
for information on purchasing additional Shares.
Other Purchase Information. Purchases
of the Fund’s Shares will be made in full and fractional shares.
The Fund and the Distributor each reserves the right, in
its sole discretion, to suspend the offering of shares of the Fund or to reject any purchase order, in whole or in part, when, in the
judgment of management, such suspension or rejection is in the best interests of the Fund.
In the interest of economy and convenience, certificates
for shares will not be issued.
Sales Charge — Class T Shares
This section includes important information about sales
charge reduction programs available to investors in Class T Shares of the Fund and describes information or records you may need to provide
to the Distributor or your financial firm in order to be eligible for sales charge reduction programs.
Unless you are eligible for a waiver, the public offering
price you pay when you buy Class T of the Fund is the NAV of the shares plus an initial sales charge. The initial sales charge varies
depending upon the size of your purchase, as set forth below.
No sales charge is imposed where Class T Shares are issued
to you pursuant to the automatic reinvestment of income dividends or capital gains distributions. For investors investing in Class T Shares
of the Fund through a financial intermediary, it is the responsibility of the financial intermediary to ensure that you obtain the proper
“breakpoint” discount.
Because the offering price is calculated to two decimal
places, the dollar amount of the sales charge as a percentage of the offering price and your net amount invested for any particular purchase
of Fund shares may be higher or lower depending on whether downward or upward rounding was required during the calculation process.
48
Class T Shares are subject to a 3.00% maximum sales charge as a percentage
of the offering price.
|
Amount Purchased |
| |
Sales Load as a % of Offering Price |
| |
Sales Load as a % of Amount Invested |
| |
Dealer’s Concession as a % of Offering Price |
| |||||||||
|
Under $250,000 |
| | | | 3.00% | | | | | | 3.09% | | | | | | 3.00% | | |
|
$250,000 but less than $500,000 |
| | | | 2.50% | | | | | | 2.56% | | | | | | 2.50% | | |
|
$500,000 but less than $1,000,000 |
| | | | 1.50% | | | | | | 1.52% | | | | | | 1.50% | | |
|
$1,000,000 or over(*) |
| | | | 0.00% | | | | | | 0.00% | | | | | | 0.00% | | |
*
As shown, investors that purchase $1,000,000
or more of the Fund’s Class T Shares will not pay any initial sales charge on the purchase. However, unless eligible for a waiver,
purchases of $1,000,000 or more of Class T Shares will be subject to an early withdrawal charge of 1.00% if the shares are repurchased
during the first 12 months after their purchase. See “Early Withdrawal Charges — Class T Shares” and “Sales at
Net Asset Value” below.
Investors in the Fund may reduce or eliminate sales charges
applicable to purchases of Class T Shares through utilization of the Combined Purchase Privilege, Right of Accumulation, Letter of Intent
or Reinstatement Privilege. These programs will apply to purchases of other closed-end funds that Oaktree or PSG sponsors currently or
in the future (collectively, “Eligible Funds”), which offer Class T Shares. These programs are summarized below and described
in the Statement of Additional Information. Eligible Funds do not include any open-end funds sponsored by PSG.
Combined Purchase Privilege
and Right of Accumulation (Breakpoints). A Qualifying Investor (as defined below) may qualify for a reduced sales
charge on Class T Shares at the breakpoint levels disclosed herein by combining concurrent purchases of the Class T common shares of one
or more Eligible Funds into a single purchase (the “Combined Purchase Privilege”). In addition, a Qualifying Investor may
obtain a reduced sales charge on Class T Shares of the Fund by adding the purchase value of Class T Shares of an Eligible Fund with the
current aggregate net asset value of all Class T common shares of any Eligible Fund held by accounts for the benefit of such Qualifying
Investor (the “Right of Accumulation” or “Cumulative Quantity Discount”).
The term “Qualifying Investor” refers to:
?
1.
an individual, such individual’s
spouse or domestic partner, as recognized by applicable state law, or such individual’s children under the age of 21 years (each
a “family member”) (including family trust* accounts established by such a family member); or
2.
a trustee or other fiduciary for a single
trust (except family trusts* noted above), estate or fiduciary account although more than one beneficiary may be involved; or
3.
an employee benefit plan of a single
employer.
Letter of Intent. By
signing a Letter of Intent (LOI) a Shareholder can reduce its Class T sales charges. A Shareholder’s individual purchases will be
made at the applicable sales charge based on the amount they intend to invest over a 13-month period. The LOI will apply to all purchases
of Class T Shares. Any shares purchased within 90 days of the date a Shareholder signs the letter of intent may be used as credit toward
completion, but the reduced sales charge will only apply to new purchases made on or after that date. Purchases resulting from the reinvestment
of dividends and capital gains do not apply toward fulfillment of the LOI. Shares equal to 4.75% of the amount of the LOI will be held
in escrow during the 13-month period. If, at the end of that time the total amount of purchases made is less than the amount intended,
a Shareholder will be required to pay the difference between the reduced sales charge and the sales
*
For these purposes, a “family trust”
is one in which a family member, as defined in section (1) above, or a direct lineal descendant(s) of such person is/are the beneficiary(ies),
and such person or another family member, direct lineal ancestor or sibling of such person is/are the trustee(s).
49
charge applicable to the individual purchases had the LOI not been in effect. This amount
will be obtained from redemption of the escrow shares. Any remaining escrow shares will be released to the Shareholder.
Reinstatement Privilege. Shareholders
who redeemed Class T shares of the Fund that were originally subject to a front-end sales load may buy back Class T shares of the Fund
into the same Shareholder account within 45 days of the redemption date without paying a sales charge on the reinstated shares. The amount
eligible to be repurchased under this Reinstatement Privilege may not exceed the amount of a Shareholder’s redemption proceeds originally
received from the reinstated shares. Reinstatements will be priced at the Fund’s current NAV. To exercise this Reinstatement Privilege,
a Shareholder must notify its financial consultant or the Fund’s transfer agent at the time of the transaction that is believed
to qualify the Shareholder for the privilege.
Sales at Net Asset Value. Shares
of the Fund may be offered without a sales charge to: (1) any other investment company in connection with the combination of such company
with the Fund by merger, acquisition of assets, or otherwise; (2) any unit investment trusts registered under the 1940 Act which have
shares of the Fund as a principal investment; and (3) persons investing in certain fee-based programs under which they pay advisory fees
to a broker-dealer or other financial institution that has entered into an agreement with the Fund and/or its Distributor.
In addition, as discussed above, Shareholders who redeemed
shares of the Fund that were originally subject to a sales charge may buy back shares of the Fund into the same shareholder account within
45 days of the redemption date without paying a sales charge on the reinstated shares. The amount eligible to be repurchased may not exceed
the amount of a Shareholder’s redemption proceeds originally received from the reinstated shares. Reinstatements will be priced
at the Fund’s current NAV. To exercise this reinstatement privilege, a Shareholder must notify its financial consultant or the Fund’s
transfer agent at the time of the transaction that is believed to qualify the shareholder for the privilege.
Exchanges. Exchanges
of Shares for Class T Shares of the Fund will not be subject to a sales charge.
Early Withdrawal Charges — Class T Shares
Unless a Shareholder is eligible for a waiver, if the Shareholder
purchases $1,000,000 or more of Class T Shares (and, thus, pays no initial sales charge) of the Fund, the Shareholder will generally be
subject to a 1% early withdrawal charge (“EWC”) if the Class T Shares are repurchased within 12 months of their purchase.
The Class T EWC does not apply if a Shareholder is otherwise eligible to purchase Class T Shares without an initial sales charge or is
eligible for a waiver of the EWC.
How EWCs Will Be Calculated
An EWC is imposed on repurchases of Class T Shares on the
amount of the repurchase which causes the current value of a Shareholder’s account for the Class T Shares of the Fund to fall below
the total dollar amount of the Shareholder’s purchase payments on which they paid no initial sales charge as a result of reaching
a breakpoint on the initial purchase and have not been held 12 months.
The following rules apply under the method for calculating
EWCs:
?
•
Shares acquired through the reinvestment
of dividends or capital gains distributions will be repurchased first and will not be subject to any EWC.
?
•
For the repurchase of all other Shares,
the EWC will be based on your original purchase price of the Shares being sold.
EWCs will be deducted from the proceeds of a Shareholder’s
repurchase, not from amounts remaining in the Shareholder’s account.
Reductions and Waivers of Initial Sales Charges and EWCs
The initial sales charges and EWCs on Class T Shares may
be reduced or waived under certain purchase arrangements and for certain categories of investors. See “Sales at Net Asset Value”
above for information on such reductions or waivers that may be applicable to Class T Share initial sales charges.
50
In addition to EWC waivers described under “Early Withdrawal Charges
— Class T Shares” above, EWCs on Class T Shares may also be reduced or waived for repurchases where the Shareholder can demonstrate
hardship, which shall be determined in the sole discretion of the Distributor, and there will be minimal cost borne by the Distributor
associated with the repurchase, which shall be determined in the sole discretion of the Distributor. What qualifies as “hardship”
and “minimal cost” borne by the Distributor will be determined in the sole discretion of the Distributor, but will be applied
uniformly to all Shareholders that can demonstrate such hardship or for which there will be such minimal cost. The Distributor follows
how Internal Revenue Service regulations classify “hardship” — a financial hardship may occur when an individual has
an immediate and heavy financial need and the money to be withdrawn from the Shareholder’s account is necessary to meet that need.
The Distributor generally determines an EWC waiver or reduction to be of “minimal cost” where the Shareholder can demonstrate
that the repurchase triggering the EWC was inadvertently executed during the period subject to the EWC and substantially all of the EWC
period has lapsed.
Required Shareholder Information
and Records. In order for investors in Class T Shares of the Fund to take advantage of sales charge reductions, an investor
or his or her financial firm must notify the Fund that the investor qualifies for such a reduction. If the Fund is not notified that the
investor is eligible for these reductions, the Fund will be unable to ensure that the reduction is applied to the investor’s account.
An investor may have to provide certain information or records to his or her financial firm or the Fund to verify the investor’s
eligibility for breakpoint discounts or sales charge waivers.
An investor may be asked to provide information or records,
including account statements, regarding shares of the Fund or other Eligible Funds held in:
?
•
any account of the investor at another
financial firm; and
?
•
accounts of Qualifying Investors at
any financial firm.
Exchanging Shares
Intra-Fund Exchanges: Shares
of one class of the Fund may be exchanged at any time, at a Shareholder’s option, directly for shares of another class of the Fund
(an “intra-fund exchange”), subject to the terms and conditions described below and provided that the Shareholder for whom
the intra-fund exchange is being requested meets the eligibility requirements of the class into which such Shareholder seeks to exchange.
Additional information regarding the eligibility requirements of different share classes, including investment minimums and intended distribution
channels, is described under “Purchasing Shares” and “Investment Minimums” above.
Shares of one class of the Fund will be exchanged for shares
of a different class of the Fund on the basis of their respective NAVs. Ongoing fees and expenses incurred by a given share class will
differ from those of other share classes, and a Shareholder receiving new shares in an intra-fund exchange may be subject to higher or
lower total expenses following such exchange. Intra-fund exchanges generally should not result in the realization of income or gain for
U.S. federal income tax purposes.
Financial Intermediary-Directed
Exchanges: Financial intermediaries may, in connection with a change in a client’s account type, at the direction of
a client, or otherwise in accordance with a financial intermediary’s policies and procedures, direct the Fund on behalf of the intermediary’s
clients to exchange shares of one class of Shares of the Fund for shares of another class of Shares of the Fund, or exchange Shares of
the Fund for the same class or another class of common shares of another Eligible Fund. Any such exchange will not be subject to a sales
charge. Class T Shares of the Fund are, however, subject to higher annual operating expenses than Class D Shares. See “Summary of
Fund Expenses.” The Fund will only complete such an exchange at the direction of a financial intermediary and without making inquiry
as to whether the exchange is consistent with the particular intermediary’s policies and procedures or the client’s account
type and/or suitability criteria. An investor should contact his or her financial intermediary to learn more about the details of this
exchange feature and whether and under what circumstances it may apply in accordance with the investor’s arrangements with the particular
intermediary.
51
Shares Purchased or Held Through Financial Intermediaries
The availability of sales
charge waivers and discounts may depend on the particular financial intermediary or type of account through which you purchase or hold
Fund shares. The Fund’s sales charge waivers and discounts disclosed in this Prospectus are available for qualifying purchases
and are generally available through financial firms. Please contact your financial firm for more information regarding applicable sales
charge waivers, discounts and/or breakpoints available to you and the financial firm’s related policies and procedures.
While neither the Fund nor the Distributor imposes an initial
sales charge on Class D Shares, if you buy Class D Shares through certain financial firms they may directly charge you transaction or
other fees in such amount as they may determine. Please consult your financial firm for additional information.
Signature Validation
The following section provides additional information for
investors who purchase shares directly from the Fund. If you are investing through a financial intermediary, please contact your financial
intermediary directly for more information. A signature guarantee from an acceptable guarantor is required if you want repurchase proceeds
sent to an address other than the address of record, to a person other than the registered shareholder(s) for the account or to a bank
account number other than the one previously designated. In addition to the situations described above, the Fund and/or the Fund’s
transfer agent reserve the right to require a signature guarantee in other instances based on the circumstances relative to the particular
situation.
Information Regarding State Escheatment Laws
It is important that the Fund maintains a correct address
for each investor. An incorrect address may cause an investor’s account statements and other mailings to be returned to the Fund.
Based upon statutory requirements for returned mail, the Fund will attempt to locate the investor or rightful owner of the account. If
the Fund is unable to locate the investor, then it will determine whether the investor’s account can legally be considered abandoned.
The Fund is legally obligated to escheat (or transfer) abandoned property to the appropriate state’s unclaimed property administrator
in accordance with statutory requirements. The investor’s last known address of record determines which state has jurisdiction.
Request for Multiple Copies of Shareholder Documents
To reduce expenses, it is intended that
only one copy of the Fund’s Prospectus and each annual and semi-annual report, when available, will be mailed to those addresses
shared by two or more accounts. If you wish to receive individual copies of these documents and your shares are held directly with the
Fund, call the Fund at 1-855-862-5873. You will receive the additional copy within 30 days after receipt of your request by the Fund.
Alternatively, if your shares are held through a financial institution, please contact the financial institution directly.
Acceptance and Timing of Purchase Orders
You may purchase shares of the Fund by check, by wire transfer,
via electronic funds transfer through the Automated Clearing House (“ACH”) network or through a bank or through one or more
brokers authorized by the Fund to receive purchase orders. Please use the appropriate account application when purchasing by mail or wire.
If you have any questions or need further information about how to purchase shares of the Fund, you may call a customer service representative
of the Fund toll-free at 1-855-862-5873. The Fund reserves the right to reject any purchase order. For example, a purchase order may be
refused if, in the Adviser’s opinion, it is so large that it would disrupt the management of the Fund. Orders may also be rejected
from persons believed by the Fund to be “market timers.”
All checks must be in U.S. dollars drawn on a domestic financial
institution. The Fund will not accept payment in cash or money orders. To prevent check fraud, the Fund will not accept third-party checks,
Treasury checks, credit card checks, traveler’s checks or starter checks for the purchase of shares. The Fund is unable to accept
post-dated checks or any conditional order or payment.
52
To buy shares of the Fund, complete an account application and send it
together with your check for the amount you wish to invest in the Fund to the address below. To make additional investments once you have
opened your account, write your account number on the check and send it together with the most recent confirmation statement received
from the transfer agent. If your payment is returned for any reason, your purchase will be canceled and a $25 fee will be assessed against
your account by the transfer agent. You may also be responsible for any loss sustained by the Fund.
In addition to cash purchases, Fund shares may be purchased
by tendering payment in-kind in the form of shares of stock, bonds or other securities. Any securities used to buy Fund shares must be
readily marketable, their acquisition consistent with the Fund’s investment objective and otherwise acceptable to the Adviser and
the Board. For further information, you may call a customer service representative of the Fund toll-free at 1-855-862-5873.
In compliance with the USA PATRIOT Act of 2001, please
note that the transfer agent will verify certain information on your account application as part of the Trust’s Anti-Money Laundering
Program. As requested on the account application, you should supply your full name, date of birth, social security number and permanent
street address. Mailing addresses containing only a P.O. Box will not be accepted. Please contact the transfer agent at 1-855-862-5873
if you need additional assistance when completing your account application.
If the transfer agent does not have a reasonable belief
of the identity of an investor, the account application will be rejected or the investor will not be allowed to perform a transaction
on the account until such information is received. The Fund may also reserve the right to close the account within five business days
if clarifying information/documentation is not received.
Shares of the Fund have not been registered for sale outside
of the United States. The Adviser generally does not sell shares to investors residing outside of the United States, even if they are
United States citizens or lawful permanent residents, except to investors with United States military APO or FPO addresses.
53
Periodic Repurchase Offers
The Fund is a closed-end interval fund, a type of fund that,
in order to provide liquidity to Shareholders, has adopted a fundamental investment policy to make offers to repurchase Shares. No Shareholder
will have the right to require the Fund to repurchase its Shares, except as permitted by the Fund’s Interval Fund structure. No
public market for the Shares exists, and none is expected to develop in the future. Consequently, shareholders generally will not be able
to liquidate their investment other than as a result of repurchases of their Shares by the Fund, and then only on a limited basis.
The Fund has adopted, pursuant to Rule 23c-3 under the 1940
Act, a fundamental policy, which cannot be changed without shareholder approval, requiring the Fund to offer to repurchase at least 5%
and up to 25% of its Shares at NAV on a regular schedule. The schedule requires the Fund to make repurchase offers every three months.
The Fund expects the first repurchase offer to be issued within six months following effectiveness of the Fund’s Registration Statement.
Repurchase Dates
The Fund will make quarterly repurchase offers. Subject to
Board approval, Repurchase Request Deadlines are expected to occur each February, May, August and November, and Repurchase Offer Notices
are expected to be sent to Shareholders each January, April, July and October preceding each such Repurchase Request Deadline. As discussed
below, the date on which the repurchase price for Shares is determined will occur no later than the 14th day after the Repurchase Request
Deadline (or the next business day, if the 14th day is not a business day). A repurchase schedule setting forth each of these dates for
the Fund’s current calendar year is available on the Fund’s website at https://www.brookfieldoaktree.com/fund/oaktree-diversified-income-fund-inc.
Repurchase Request Deadline
The date by which Shareholders wishing to tender Shares for
repurchase must respond to the repurchase offer will be no more than 14 days before the Repurchase Pricing Date (defined below). When
a repurchase offer commences, the Fund sends, at least 21 days before the Repurchase Request Deadline, written notice to each Shareholder
setting forth, among other things:
?
•
The percentage of outstanding Shares
that the Fund is offering to repurchase and how the Fund will purchase Shares on a pro rata basis
if the offer is oversubscribed.
•
The date on which a Shareholder’s
repurchase request is due.
•
The date that will be used to determine
the Fund’s NAV applicable to the repurchase offer (the “Repurchase Pricing Date”).
•
The date by which the Fund will pay
to Shareholders the proceeds from their Shares accepted for repurchase.
•
The NAV of the Shares as of a date
no more than seven days before the date of the written notice and the means by which Shareholders may ascertain the NAV.
•
The procedures by which Shareholders
may tender their Shares and the right of Shareholders to withdraw or modify their tenders before the Repurchase Request Deadline.
•
The circumstances in which the Fund
may suspend or postpone the repurchase offer.
This notice may be included in a shareholder report or other
Fund document. Shareholders that hold shares through a financial intermediary will need to ask their financial intermediary to submit
their repurchase requests and tender shares on their behalf. The Repurchase Request Deadline will be strictly
observed. If a Shareholder’s repurchase request is not submitted to the Fund’s transfer agent in properly completed
form by the Repurchase Request Deadline, the Shareholder will be unable to sell his or her shares to the Fund until a subsequent repurchase
offer, and the Shareholder’s request for that offer must be resubmitted. If a Shareholder’s authorized intermediary will submit
his or her repurchase request, the Shareholder should submit his or her request to the authorized intermediary in the form requested by
the authorized intermediary sufficiently in advance of the Repurchase Request Deadline to allow the
54
authorized intermediary to submit the request to the Fund. If a Shareholder’s authorized
intermediary is unable or fails to submit the Shareholder’s request to the Fund in a timely manner, or if the Shareholder fails
to submit his or her request to the Shareholder’s authorized intermediary, the Shareholder will be unable to sell his or her shares
to the Fund until a subsequent repurchase offer, and the Shareholder’s request for that offer must be resubmitted.
Shareholders may withdraw or change a repurchase request
with a proper instruction submitted in good form at any point before the Repurchase Request Deadline.
Determination of Repurchase Price and Payment for Shares
The Repurchase Pricing Date will occur no later than the
14th day after the Repurchase Request Deadline (or the next business day, if the 14th day is not a business day). The Fund expects to
distribute payment to Shareholders within (5) business days after the Repurchase Pricing Date and will distribute such payment no later
than seven (7) calendar days after such date. The Fund’s NAV per share may change materially between the date a repurchase offer
is mailed and the Repurchase Request Deadline, and it may also change materially between the Repurchase Request Deadline and Repurchase
Pricing Date. The method by which the Fund calculates NAV is discussed below under “Net Asset Value.” During the period an
offer to repurchase is open, Shareholders may obtain the current NAV by visiting https://www.brookfieldoaktree.com/fund/oaktree-diversified-income-fund-inc
or calling the Fund’s Investor Relations Team (toll-free) at 1-855-777-8001 or by sending an e-mail request to the Fund at publicsecurities.enquiries@brookfield.com.
Repurchase Fee
The Fund does not currently charge a repurchase fee. However,
in the future the Fund may charge a repurchase fee of up to 2.00%, which the Fund would retain to help offset non-de minimis estimated
costs related to the repurchase incurred by the Fund, directly or indirectly, as a result of repurchasing Shares, thus allocating estimated
transaction costs to the Shareholder whose Shares are being repurchased. The Fund may introduce, or modify the amount of, a repurchase
fee at any time. The Fund will provide advance notice to shareholders of any such introduction or modification of the repurchase fee.
The Fund may also waive or reduce a repurchase fee if the Adviser determines that the repurchase is offset by a corresponding purchase
or if for other reasons the Fund will not incur transaction costs or will incur reduced transaction costs.
Suspension or Postponement of Repurchase Offers
The Fund may suspend or postpone a repurchase offer in limited
circumstances set forth in Rule 23c-3 under the 1940 Act, as described below, but only with the approval of a majority of the Directors,
including a majority of Directors who are not “interested persons” of the Fund, as defined in the 1940 Act. The Fund may suspend
or postpone a repurchase offer only: (1) if making or effecting the repurchase offer would cause the Fund to lose its status as a regulated
investment company under Subchapter M of the Code; (2) for any period during which the NYSE or any other market in which the securities
owned by the Fund are principally traded is closed, other than customary weekend and holiday closings, or during which trading in such
market is restricted; (3) for any period during which an emergency exists as a result of which disposal by the Fund of securities owned
by it is not reasonably practicable, or during which it is not reasonably practicable for the Fund fairly to determine the value of its
net assets; or (4) for such other periods as the SEC may by order permit for the protection of Shareholders of the Fund.
Oversubscribed Repurchase Offers
There is no minimum number of Shares that must be tendered
before the Fund will honor repurchase requests. However, the Fund’s Directors set for each repurchase offer a maximum percentage
of Shares that may be repurchased by the Fund, which is currently expected to be at least 5% and up to 25% of the Fund’s outstanding
Shares. In the event a repurchase offer by the Fund is oversubscribed, the Fund may repurchase, but is not required to repurchase, additional
Shares up to a maximum amount of 2% of
55
the outstanding Shares of the Fund. If the Fund determines not to repurchase additional
Shares beyond the repurchase offer amount, or if Shareholders tender an amount of Shares greater than that which the Fund is entitled
to repurchase, the Fund will repurchase the Shares tendered on a pro rata basis. The Fund may in
its sole discretion and for administrative convenience accept all shares tendered by Shareholders who own less than one hundred shares
and who tender all of their shares, before prorating other amounts tendered.
If any Shares that you wish to tender to the Fund are not
repurchased because of proration, you will have to wait until the next repurchase offer and resubmit a new repurchase request, and your
repurchase request will not be given any priority over other Shareholders’ requests. Thus, there is a risk that the Fund may not
purchase all of the Shares you wish to have repurchased in a given repurchase offer or in any subsequent repurchase offer. In anticipation
of the possibility of proration, some Shareholders may tender more Shares than they wish to have repurchased in a particular quarter,
increasing the likelihood of proration.
There is no assurance that you will be able
to tender your Shares when or in the amount that you desire.
Consequences of Repurchase Offers
From the time the Fund distributes or publishes each repurchase
offer notification until the Repurchase Pricing Date for that offer, the Fund must maintain liquid assets at least equal to the percentage
of its Shares subject to the repurchase offer. For this purpose, “liquid assets” means assets that may be sold or otherwise
disposed of in the ordinary course of business, at approximately the price at which the Fund values them, within the period between the
Repurchase Request Deadline and the repurchase payment deadline, or which mature by the repurchase payment deadline. The Fund is also
permitted to borrow up to the maximum extent permitted under the 1940 Act to meet repurchase requests.
If the Fund borrows to finance repurchases, interest on
that borrowing will negatively affect Shareholders who do not tender their Shares by increasing the Fund’s expenses and reducing
any net investment income. There is no assurance that the Fund will be able to sell a significant amount of additional Shares so as to
mitigate these effects.
These and other possible risks associated with the Fund’s
repurchase offers are described under “Principal Risks of the Fund — Repurchase Offers Risk” above. In addition, the
repurchase of Shares by the Fund will be a taxable event to Shareholders, potentially even to those Shareholders that do not participate
in the repurchase. For a discussion of these tax consequences, see “Tax Matters” below and “Taxation” in the Statement
of Additional Information.
56
Net Asset Value
The Fund’s NAV per Share is computed by dividing
the total current value of the assets of the Fund, less its liabilities, by the total number of Shares outstanding at the time of such
computation. The Fund computes its NAV per Share as of the close of trading on each day the New York Stock Exchange (“NYSE”)
is open for trading.
The Board has adopted procedures for the valuation of the
Fund’s securities. The Adviser oversees the day to day responsibilities for valuation determinations under these procedures. The
Board regularly reviews the application of these procedures to the securities in the Fund’s portfolio.
The Board has designated the Adviser as the valuation designee
pursuant to Rule 2a-5 under the 1940 Act to perform fair value determination relating to any or all Fund investments. The Board oversees
the Adviser in its role as the valuation designee in accordance with the requirements of Rule 2a-5 under the 1940 Act.
Investments in equity securities listed or traded on any
securities exchange or traded in the over-the-counter market are valued at the last trade price as of the close of business on the valuation
date. If the NYSE closes early, then the equity security will be valued at the last traded price before the NYSE close. Prices of foreign
equities that are principally traded on certain foreign markets will generally be adjusted daily pursuant to a fair value pricing service
approved by the Board in order to reflect an adjustment for the factors occurring after the close of certain foreign markets but before
the NYSE close. When fair value pricing is employed, the value of the portfolio securities used to calculate the Fund’s NAV may
differ from quoted or official closing prices. Investments in open-end registered investment companies, if any, are valued at the NAV
as reported by those investment companies.
Securities for which market prices are not readily available,
cannot be determined using the sources described above, or for which the Adviser determines the quotation or price for a portfolio security
provided by a broker-dealer or an independent pricing service is inaccurate, will be valued at a fair value determined by the Adviser
following the procedures adopted by the Adviser under the supervision of the Board. The Adviser’s valuation procedure establishes
parameters for the sources, methodologies, and inputs the Adviser uses in determining fair value.
The fair valuation methodology may include or consider the
following guidelines, as appropriate: (1) evaluation of all relevant factors, including but not limited to, pricing history, current market
level, supply and demand of the respective security; (2) comparison to the values and current pricing of securities that have comparable
characteristics; (3) knowledge of historical market information with respect to the security; (4) other factors relevant to the security
which would include, but not be limited to, duration, yield, fundamental analytical data, the Treasury yield curve, and credit quality.
The fair value may be difficult to determine and thus judgment plays a greater role in the valuation process. Imprecision in estimating
fair value can also impact the amount of unrealized appreciation or depreciation recorded for a particular portfolio security and differences
in the assumptions used could result in a different determination of fair value, and those differences could be material. For those securities
valued by fair valuations, the Adviser reviews and affirms the reasonableness of the valuations based on such methodologies and fair valuation
determinations on a regular basis after considering all relevant information that is reasonably available. There can be no assurance that
the Fund could purchase or sell a portfolio security at the price used to calculate the Fund’s NAV.
A three-tier hierarchy has been established to maximize the
use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for
disclosure purposes. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability
developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect
the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed
based on the best information available in the circumstances.
57
Valuations of Fund investments are disclosed in reports publicly filed
with the SEC. The Adviser will provide the Board of Directors with periodic reports, no less than quarterly, that discuss the functioning
of the valuation process, if applicable to that period, and that identify issues and valuation problems that have arisen, if any.
Under certain circumstances, the NAV per Share of a class
of the Fund’s Shares may be different from the per share NAV of another class of shares as a result of the different daily expense
accruals applicable to each class of shares.
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Distributions
The Fund intends to declare and pay distributions quarterly
at rates from net investment income. Subject to applicable law, the Fund may fund a portion of its distributions with gains from the sale
of portfolio securities and other sources. The dividend rate that the Fund pays on its Shares may vary as portfolio and market conditions
change, and will depend on a number of factors, including without limitation the amount of the Fund’s undistributed net investment
income and net short- and long-term capital gains, as well as the costs of any leverage obtained by the Fund (including interest expenses
on borrowings and dividends payable on any preferred shares issued by the Fund). As portfolio and market conditions change, the rate of
distributions on the Shares and the Fund’s dividend policy could change. For a discussion of factors that may cause the Fund’s
income and capital gains (and therefore the dividend) to vary, see “Principal Risks of the Fund.” The net investment income
of the Fund consists of all income (other than net short-term and long-term capital gains) less all expenses of the Fund (after it pays
accrued dividends on any outstanding preferred shares).
The Fund may distribute less than the entire amount of
net investment income earned in a particular period. The undistributed net investment income would be available to supplement future distributions.
As a result, the distributions paid by the Fund for any particular month may be more or less than the amount of net investment income
actually earned by the Fund during the period.
The tax treatment and characterization of the Fund’s
distributions may vary significantly from time to time because of the varied nature of the Fund’s investments. If the Fund estimates
that a portion of one of its dividend distributions may be comprised of amounts from sources other than net investment income in accordance
with its policies and accounting practices, the Fund will notify shareholders of record of the estimated composition of such distribution
through a section 19 notice (“Section 19 Notice”). To determine the sources of the Fund’s distributions during the reporting
period, the Fund references its internal accounting records at the time the distribution is paid and generally bases its projections of
the final tax character of those distributions on the tax characteristics of the distribution reflected in its internal accounting records
at the time of such payment. If, based on such records, a particular distribution does not include capital gains or paid-in surplus or
other capital sources, a Section 19 Notice generally would not be issued. It is important to note that differences exist between the Fund’s
daily internal accounting records, the Fund’s financial statements presented in accordance with U.S. GAAP, and recordkeeping practices
under income tax regulations. Examples of such differences may include, among others, the treatment of paydowns on mortgage-backed securities
purchased at a discount and periodic payments under interest rate swap contracts. Notwithstanding the Fund’s estimates and projections,
it is possible that the Fund may not issue a Section 19 Notice in situations where the Fund’s financial statements prepared later
and in accordance with U.S. GAAP or the final tax character of those distributions might later report that the sources of those distributions
included capital gains and/or a return of capital. Additionally, given differences in tax and U.S. GAAP treatment of certain distributions,
the Fund may not issue a Section 19 Notice in situations where the Fund’s financial statements prepared later and in accordance
with U.S. GAAP might report that the sources of these distributions included capital gains and/or a return of capital.
The tax characterization of the Fund’s distributions
made in a taxable year cannot finally be determined until at or after the end of the year. As a result, there is a possibility that the
Fund may make total distributions during a taxable year in an amount that exceeds the Fund’s net investment income and net realized
capital gains (as reduced by any capital loss carry-forwards) for the relevant year. For example, the Fund may distribute amounts early
in the year that are derived from short-term capital gains, but incur net short-term capital losses later in the year, thereby offsetting
short-term capital gains out of which distributions have already been made by the Fund. In such a situation, the amount by which the Fund’s
total distributions exceed net investment income and net realized capital gains would generally be treated as a tax-free return of capital
up to the amount of a Shareholder’s tax basis in his or her Shares, with any amounts exceeding such basis treated as gain from the
sale of Shares. In general terms, a return of capital would occur where a Fund distribution (or portion thereof) represents a return of
a portion of your investment, rather than net income or capital gains generated from your investment during a particular
59
period. A return of capital distribution is not taxable, but it reduces a Shareholder’s
tax basis in the Shares, thus reducing any loss or increasing any gain on a subsequent taxable disposition by the Shareholder of the Shares.
The Fund will send Shareholders detailed tax information with respect to the Fund’s distributions annually. See “Tax Matters.”
The 1940 Act currently limits the number of times the Fund
may distribute long-term capital gains in any tax year, which may increase the variability of the Fund’s distributions and result
in certain distributions being comprised more or less heavily than others of long-term capital gains currently eligible for favorable
income tax rates.
Unless a Shareholder elects to receive distributions in
cash, all distributions of Shareholders whose shares are registered with the plan agent will be automatically reinvested in additional
Shares under the Fund’s Dividend Reinvestment Plan. See “Dividend Reinvestment Plan.”
Although it does not currently intend to do so, the Board
of Directors may change the Fund’s distribution policy and the amount or timing of distributions, based on a number of factors,
including the amount of the Fund’s undistributed net investment income and net short- and long-term capital gains and historical
and projected net investment income and net short- and long-term capital gains.
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Dividend Reinvestment Plan
The Fund intends to distribute substantially all of its
net investment income to Shareholders in the form of dividends. The Fund intends to declare and pay distributions quarterly from net investment
income. In addition, the Fund intends to distribute any net capital gains earned from the sale of portfolio securities to Shareholders
no less frequently than annually. Net short-term capital gains may be paid more frequently. Unless Shareholders specify otherwise, dividends
will be reinvested in Shares of the Fund in accordance with the Fund’s dividend reinvestment plan. The Fund may pay distributions
from sources that may not be available in the future and that are unrelated to the Fund’s performance, such as from offering proceeds
and/or borrowings.
The Fund has adopted a Dividend Reinvestment Plan (the
“Plan”) that provides that, unless Shareholders elect to receive their distributions in cash, they will be automatically reinvested
by U.S. Bancorp Fund Services, LLC (the “Plan Administrator”), in additional Shares. If Shareholders elect to receive distributions
in cash, they will receive them paid by check mailed directly to them by the Plan Administrator. The Plan Administrator can be contacted
through mail at by writing to U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-0701 or by phone at 1-855-862-5873.
Shares received under the Plan will be issued to Shareholders
at their NAV on the ex-dividend date; there is no sales or other charge for reinvestment. Shareholders are free to withdraw from the Plan
and elect to receive cash at any time by giving written notice to the Plan Administrator or by contacting the broker or dealer, who will
inform the Fund.
The Plan Administrator provides written confirmation of
all transactions in the shareholder accounts in the Plan, including information Shareholders may need for tax records. Any proxy Shareholders
receive will include all Shares received under the Plan.
Automatically reinvested dividends and distributions are
taxed in the same manner as cash dividends and distributions. See “Tax Matters.”
The Fund and the Plan Administrator reserve the right to
amend or terminate the Plan. There is no direct service charge to participants in the Plan; however, the Fund reserves the right to amend
the Plan to include a service charge payable by the participants. If the Plan is amended to include such service charges, the Plan Administrator
will include a notification to registered holders of Shares with the Plan Administrator.
Additional information about the Plan may be obtained from
the Plan Administrator.
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Description of Securities
The information contained under this heading is only a summary
and is subject to the provisions contained in the Fund’s Charter and Bylaws and the laws of the State of Maryland.
Common Stock
General. The
Charter authorizes the Fund to issue up to 1,000,000,000 shares of common stock, $.001 par value per share, 500,000,000 of which have
been classified as Class D Shares and 500,000,000 of which have been classified as Class T Shares (collectively “Shares” and
respectively, “Class D Shares” and “Class T Shares”). The Board of Directors may, without any action by the Shareholders,
amend the Charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of
any class or series that the Fund has authority to issue under the Charter and the 1940 Act. In addition, the Charter authorizes the Board
of Directors, without any action by the Shareholders, to classify and reclassify any unissued common stock and preferred stock into other
classes or series of stock from time to time by setting or changing the terms, preferences, conversion or other rights, voting powers,
restrictions, limitations as to distributions, qualifications and terms and conditions of redemption for each class or series. Although
the Fund has no present intention of doing so, it could issue a class or series of stock that could delay, defer or prevent a transaction
or a change in control of the Fund that might otherwise be in the Shareholders’ best interests. Under Maryland law, shareholders
generally are not liable for the Fund’s debts or obligations.
All common stock offered pursuant to this Prospectus will
be, upon issuance, duly authorized, fully paid and nonassessable. Holders of shares of common stock are entitled to receive distributions
when authorized by the Board of Directors and declared by the Fund out of assets legally available for the payment of distributions. Holders
of common stock have no preference, conversion, exchange, sinking fund, redemption or appraisal rights and have no preemptive rights to
subscribe for any of the Fund’s securities. All shares of common stock have equal distribution, liquidation and other rights. The
Fund may offer multiple classes of common stock, which may be subject to differing fees and expenses. Distributions may vary among the
classes as a result of the different fee structure of the classes.
Limitations on Distributions. If
any shares of preferred stock are outstanding, holders of shares of common stock will not be entitled to receive any distributions from
the Fund unless it has paid all accumulated distributions on preferred stock and unless asset coverage (as defined in the 1940 Act) with
respect to preferred stock would be at least 200% after giving effect to such distributions. See “Leverage.”
If any senior securities representing indebtedness are outstanding,
holders of shares of common stock will not be entitled to receive any distributions from the Fund unless it has paid all accrued interest
on such senior indebtedness and unless asset coverage (as defined in the 1940 Act) with respect to any outstanding senior indebtedness
would be at least 300% after giving effect to such distributions.
Liquidation
Rights. Shareholders are entitled to share ratably in the assets legally available for distribution to Shareholders
in the event of liquidation, dissolution or winding up, after payment of or adequate provision for all known debts and liabilities, including
any outstanding debt securities or other borrowings and any interest accrued thereon. These rights are subject to the preferential rights
of any other class or series of stock, including any preferred stock. The rights of Shareholders upon liquidation, dissolution or winding
up would be subordinated to the rights of holders of any preferred stock or senior securities representing indebtedness.
Voting
Rights. Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote
of Shareholders, including the election of Directors. The Charter provides that, in the event that the Board of Directors determines that
any matter affects only one or more classes of common stock, only the holders of the affected classes will be entitled to vote on the
matter. The presence of the holders of shares of stock entitled to cast one-third of the votes entitled to be cast (without regard to
class) will constitute a quorum at a meeting of shareholders. The Bylaws provide that directors are elected by a plurality of all the
votes cast at a meeting of shareholders duly called and at which a quorum is present. There is no cumulative voting in the election of
Directors. Consequently, at each annual
62
meeting
of shareholders, the holders of a majority of the outstanding shares of stock entitled to vote will be able to elect all of the successors
of the class of directors whose terms expire at that meeting. Pursuant to the 1940 Act, holders of preferred stock will have the right
to elect two directors at all times. Pursuant to the Charter and Bylaws, the Board of Directors may amend the Bylaws to alter the vote
required to elect directors.
Preferred Stock
General. The
Charter authorizes the issuance of up to 1,000,000,000 shares of preferred stock, $.001 par value per share, with preferences, conversion
or other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption as
determined by the Board of Directors.
Our Board of Directors may, without any action by the Shareholders,
amend the Charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of
any class or series that the Fund has authority to issue under the Charter and under the 1940 Act. In addition, the Charter authorizes
the Board of Directors, without any action by the Shareholders, to classify and reclassify any unissued preferred stock into other classes
or series of stock from time to time by setting or changing the terms, preferences, conversion or other rights, voting powers, restrictions,
limitations as to distributions, qualifications and terms and conditions of redemption for each class or series.
Distributions. Holders
of any preferred stock will be entitled to receive cash distributions, when, as and if authorized by the Board of Directors and declared
by us, out of funds legally available therefor. The Prospectus for any preferred stock will describe the distribution payment provisions
for those shares. Distributions so declared and payable will be paid to the extent permitted under Maryland law and to the extent available
and in preference to and priority over any distribution declared and payable on the common stock.
Limitations on Distributions. If
the Fund has senior securities representing indebtedness outstanding, holders of preferred stock will not be entitled to receive any distributions
from the Fund unless asset coverage (as defined in the 1940 Act) with respect to outstanding debt securities and preferred stock would
be at least 200% after giving effect to such distributions. See “Leverage.”
Liquidation
Rights. In the event of any voluntary or involuntary liquidation, dissolution or winding up, the holders of preferred
stock would be entitled to receive a preferential liquidating distribution, which is expected to equal the original purchase price per
share plus accumulated and unpaid distributions, whether or not declared, before any distribution of assets is made to holders of common
stock. After payment of the full amount of the liquidating distribution to which they are entitled, the holders of preferred stock will
not be entitled to any further participation in any distribution of the Fund’s assets. Preferred stock ranks junior to the Fund’s
debt securities upon liquidation, dissolution or winding up.
Voting Rights. Except
as otherwise indicated in the Charter or Bylaws, or as otherwise required by applicable law, holders of any preferred stock will have
one vote per share and vote together with holders of common stock as a single class.
The 1940 Act requires that the holders of any preferred stock,
voting separately as a single class, have the right to elect at least two Directors at all times. The remaining Directors will be elected
by holders of common stock and preferred stock, voting together as a single class. In addition, subject to the prior rights, if any, of
the holders of any other class of senior securities outstanding, the holders of any shares of preferred stock have the right to elect
a majority of the Directors at any time two years’ accumulated distributions on any preferred stock are unpaid. The 1940 Act also
requires that, in addition to any approval by Shareholders that might otherwise be required, the approval of the holders of a majority
of shares of any outstanding preferred stock, voting separately as a class, would be required to (1) adopt any plan of reorganization
that would adversely affect the preferred stock, and (2) take any action requiring a vote of security holders under Section 13(a) of the
1940 Act, including, among other things, changes in the
63
Fund’s subclassification as a closed-end investment company or changes in the Fund’s
fundamental investment restrictions. See “Certain Provisions in the Charter and Bylaws.” As a result of these voting rights,
the Fund’s ability to take any such actions may be impeded to the extent that any shares of the Fund’s preferred stock are
outstanding.
The affirmative vote of the holders of a majority of any
outstanding preferred stock, voting as a separate class, generally will be required to amend, alter or repeal any of the preferences,
rights or powers of holders of preferred stock so as to affect materially and adversely such preferences, rights or powers. The class
vote of holders of preferred stock described above will in each case be in addition to any other vote required to authorize the action
in question.
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Certain Provisions in the Charter and Bylaws
The following description of certain provisions of the Charter
and Bylaws is only a summary. For a complete description, please refer to the Charter and Bylaws, which have been filed as exhibits to
the registration statement on Form N-2, of which this Prospectus forms a part.
The Charter and Bylaws include provisions that could delay,
defer or prevent other entities or persons from acquiring control of the Fund, causing the Fund to engage in certain transactions or modifying
the structure.
Furthermore, these provisions can have the effect of depriving
shareholders of the opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking
to obtain control of us. These provisions, all of which are summarized below, may be regarded as “anti-takeover” provisions.
Board of Directors; Election of Directors
Our Charter provides that the number of Directors may be
established only by the Board of Directors pursuant to the Bylaws, but may not be less than one. The Bylaws provide that the number of
Directors may not be less than the minimum number required by the Maryland General Corporation Law (the “MGCL”), which is
one, nor more than fifteen. Subject to any applicable limitations of the 1940 Act, any vacancy may be filled by the directors in the manner
provided in the Bylaws. As permitted by Maryland law, the Bylaws provide that the Fund is not required to hold an annual meeting of shareholders
in any year in which the election of Directors is not required under the 1940 Act and the Fund does not intend to hold regular annual
meetings of shareholders. Accordingly, Directors will be elected to serve indefinite terms between annual meetings of shareholders.
Removal of Directors
Our Charter provides that, subject to the rights of holders
of one or more classes of preferred stock, a director may be removed only for cause and only by the affirmative vote of at least two-thirds
of the votes entitled to be cast in the election of Directors.
Approval of Extraordinary Corporate Action; Amendment of
Charter and Bylaws
Under Maryland law, a Maryland corporation generally cannot
dissolve, amend its charter, merge, convert, sell all or substantially all of its assets, engage in a share exchange or engage in similar
transactions outside the ordinary course of business, unless declared advisable by the Board of Directors and approved by the affirmative
vote of shareholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter. However, a Maryland corporation
may provide in its charter for shareholder approval of these matters by a lesser percentage, but not less than a majority of all of the
votes entitled to be cast on the matter. Subject to certain exceptions described below, the Charter provides for approval of Charter amendments
by the shareholders entitled to cast at least a majority of the votes entitled to be cast on the matter. The Charter provides that (1)
the Fund’s liquidation or dissolution, or any merger, consolidation, share exchange or sale or exchange of all or substantially
all of the assets that requires the approval of the shareholders under the MGCL, (2) certain transactions between the Fund and any person
or group of persons acting together and any person controlling, controlled by or under common control with any such person or member of
such group, that may exercise or direct the exercise of 10% or more of the voting power in the election of directors, (3) any amendment
to the Charter that would convert the Fund from a closed-end investment company to an open-end investment company or otherwise make the
Fund’s common stock a redeemable security and (4) any amendment to certain provisions of the Charter, including the provisions relating
to the number, qualifications, election and removal of directors, requires the approval of the shareholders entitled to cast at least
80% of the votes entitled to be cast on such matter. If such a proposal is approved by at least two-thirds of the Continuing Directors
(defined below), in addition to approval by the full Board, such proposal may be approved by the shareholders entitled to cast a majority
of the votes entitled to be cast on such matter or, in the case of transactions with a group described
65
above, by the vote, if any, of the shareholders required by applicable law. The “Continuing
Directors” are defined in the Charter as (1) the Fund’s current directors, (2) those directors whose nomination for election
by the shareholders or whose election by the directors to fill vacancies is approved by a majority of Continuing Directors then on the
Board and (3) any successor directors whose nomination for election by the shareholders or whose election by the directors to fill vacancies
is approved by a majority of the Continuing Directors then in office. This provision could make it more difficult for certain extraordinary
transactions to be approved if they are opposed by the Continuing Directors and discourage proxy contests for control of the Board by
persons wishing to cause such transactions to take place.
Our Charter and Bylaws provide that the Board of Directors
has the exclusive power to make, alter, amend or repeal any provision of the Fund’s Bylaws.
Shareholder-Requested Special Meetings
Our Bylaws provide that special meetings of shareholders
may be called by the Board of Directors and certain officers of the Fund. In addition, the Bylaws provide that, subject to the satisfaction
of certain procedural and informational requirements by the shareholders requesting the meeting, a special meeting of shareholders will
be called by the secretary of the Fund upon the written request of shareholders entitled to cast not less than a majority of all the votes
entitled to be cast at such meeting.
Action by Shareholders
Under Maryland law, shareholder action can be taken only
at an annual or special meeting of shareholders or, unless the charter provides for shareholder action by less than unanimous written
consent (which is not the case for the Charter), by unanimous written consent in lieu of a meeting.
Exclusive Forum
Our Bylaws provide that, unless the Fund consents in writing
to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction,
the United States District Court for the District of Maryland, Northern Division, shall, to the fullest extent permitted by law, be the
sole and exclusive forum for (a) any Internal Corporate Claim, as such term is defined in the MGCL, (b) any derivative action or proceeding
brought on behalf of the Fund, other than actions arising under United States federal securities laws, (c) any action asserting a claim
of breach of any duty owed by any director or officer or other agent of the Fund to the Fund or to the stockholders of the Fund, (d) any
action asserting a claim against the Fund or any director or officer or other agent of the Fund arising pursuant to any provision of the
MGCL or the Charter or Bylaws, or (e) any other action asserting a claim against the Fund or any director or officer or other agent of
the Fund that is governed by the internal affairs doctrine. None of the foregoing actions, claims or proceedings may be brought in any
court sitting outside the State of Maryland unless the Fund consents in writing to such court. The exclusive forum selection provision
will not apply to claims arising under the federal securities laws or any other claim for which the federal courts have exclusive jurisdiction.
Certain Provisions of the Maryland General
Corporation Law
The Maryland Business Combination Act prohibits certain business
combinations, subject to exceptions and limitations, between a Maryland corporation and an “interested shareholder” (defined
generally as any person who beneficially owns 10% or more of the voting power of the corporation’s outstanding voting stock or an
affiliate or associate of the corporation who, at any time within the two-year period immediately prior to the date in question, was the
beneficial owner of 10% or more of the voting power of the corporation’s then outstanding shares of stock) or an affiliate of any
interested shareholder for five years after the most recent date on which the shareholder becomes an interested shareholder, and thereafter
imposes two super-majority shareholder voting requirements on these combinations, unless, among other conditions, the Shareholders receive
a minimum price, as defined in the statute, for their shares and the consideration is received in cash or in the same form as previously
paid by the interested shareholder for its shares of stock. The Maryland Business Combination Act does not apply to a corporation
66
registered under the 1940 Act as a closed-end investment company, such as the Fund, unless
the board of directors adopts a resolution to be subject to the statute. The Board of Directors has not adopted a resolution electing
to be subject to the Maryland Business Combination Act.
The Maryland Control Share Acquisition Act provides that,
subject to certain exceptions, holders of “control shares” (defined as voting shares that, when aggregated with all
other shares controlled by the shareholder, entitle the shareholder to exercise one of three increasing ranges of voting power in electing
directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or
control of issued and outstanding “control shares”) have no voting rights except to the extent approved by the Fund’s
shareholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding shares owned
by the acquirer, by the Fund’s officers or by the Fund’s employees who are also directors of the Fund. The Maryland Control
Share Acquisition Act does not apply to a corporation registered under the 1940 Act as a closed-end investment company, such as the Fund,
unless the board of directors adopts a resolution to be subject to the statute. The Board of Directors has not adopted a resolution electing
to be subject to the Maryland Control Share Acquisition Act.
67
Tax Matters
The discussion below and certain disclosure in the SAI provide
general tax information related to an investment in Shares of the Fund. Because tax laws are complex and often change, Shareholders should
consult their tax advisers about the tax consequences of an investment in the Fund. Unless otherwise noted, the following tax discussion
applies only to U.S. shareholders that hold the Shares as capital assets. A U.S. shareholder is an individual who is a citizen or resident
of the United States, a U.S. corporation, a trust if it (a) is subject to the primary supervision of a court in the United States and
one or more U.S. persons have the authority to control all substantial decisions of the Fund or (b) has made a valid election to be treated
as a U.S. person, or any estate the income of which is subject to U.S. federal income tax regardless of its source.
The Fund intends to elect to be treated, and intends to
qualify each taxable year thereafter, as a regulated investment company (a “RIC”) under Subchapter M of the Code. To qualify
under Subchapter M for the favorable tax treatment accorded to RICs, the Fund must, among other things: (1) distribute to its shareholders
in each taxable year at least 90% of the sum of its investment company taxable income (as that term is defined in the Code, but without
regard to the deduction for dividends paid) and its net tax-exempt income; (2) derive in each taxable year at least 90% of its gross income
from (a) dividends, interest, payments with respect to certain securities loans, and gains from the sale or other disposition of stock,
securities or foreign currencies, or other income (including but not limited to gain from options, futures and forward contracts) derived
with respect to its business of investing in such stock, securities or foreign currencies; and (b) net income derived from interests in
certain publicly traded partnerships that are treated as partnerships for U.S. federal income tax purposes and that derive less than 90%
of their gross income from the items described in (a) above (each, a “Qualified Publicly Traded Partnership”); and (3) diversify
its holdings so that, at the end of each quarter of each taxable year of the Fund (a) at least 50% of the value of the Fund’s total
assets is represented by cash, cash items, U.S. government securities and securities of other RICs, and other securities, with these other
securities limited, with respect to any one issuer, to an amount not greater in value than 5% of the value of the Fund’s total assets,
and to not more than 10% of the outstanding voting securities of such issuer, and (b) not more than 25% of the value of the Fund’s
total assets is represented by the securities (other than U.S. government securities or securities of other RICs) of (I) any one
issuer, (II) any two or more issuers that the Fund controls and that are determined to be engaged in the same or similar trades or businesses
or related trades or businesses or (III) any one or more Qualified Publicly Traded Partnerships. As a RIC, the Fund generally will not
be subject to U.S. federal income tax on its investment company taxable income and net capital gain (the excess of net long-term capital
gain over net short-term capital loss), if any, that it distributes in each taxable year to its shareholders. The Fund intends to distribute
to its shareholders, at least annually, substantially all of its investment company taxable income and net capital gain. As of December
31, 2022, the Fund had short-term and long-term capital loss carryforwards of $2,912,695 and $186,199, respectively. The capital
loss carryforwards will not expire.
If the Fund failed to qualify for the favorable tax treatment
accorded to RICs in any taxable year, the Fund would be subject to U.S. federal income tax at regular corporate rates on its taxable income
(including its net capital gain), even if such income were distributed to its shareholders, and all distributions out of earnings and
profits (including distributions of net capital gain) would be taxed to Shareholders as ordinary dividend income. Such distributions generally
would be eligible (i) to be treated as “qualified dividend income” in the case of individual and other non-corporate Shareholders
and (ii) for the dividends received deduction in the case of corporate Shareholders. In addition, the Fund could be required to recognize
unrealized gains, pay taxes and make distributions (which could be subject to interest charges) before requalifying for taxation as a
RIC.
A RIC that fails to distribute, by the close of each calendar
year, an amount at least equal to the sum of 98% of its ordinary taxable income for such calendar year and 98.2% of its capital gain net
income (adjusted for certain ordinary losses) for the one-year period ending on October 31 of such calendar year, plus any shortfalls
from any prior year’s required distribution, is liable for a 4% nondeductible excise tax on the portion of the undistributed
amounts of such income that are less than the required distributions. For these purposes, the Fund will be deemed to have distributed
any income or gain on which it paid U.S. federal income tax.
68
Distributions to Shareholders of ordinary income (including “market
discount” realized by the Fund on the sale of debt securities), and of net short-term capital gains, if any, realized by the Fund
will generally be taxable to Shareholders as ordinary income to the extent such distributions are paid out of the Fund’s current
or accumulated earnings and profits. Distributions, if any, of net capital gains properly reported as “capital gain dividends”
will be taxable as long-term capital gains, regardless of the length of time the Shareholder has owned Shares of the Fund. A distribution
of an amount in excess of the Fund’s current and accumulated earnings and profits (as determined for U.S. federal income tax purposes)
will be treated by a Shareholder as a return of capital which will be applied against and reduce the Shareholder’s tax basis in
his or her Shares. To the extent that the amount of any such distribution exceeds the Shareholder’s basis in his or her Shares,
the excess will be treated by the Shareholder as gain from a sale of the Shares. Distributions paid by the Fund generally will not be
eligible for the dividends received deduction allowed to corporations or for the reduced rates applicable to certain qualified dividend
income received by non-corporate Shareholders.
Distributions will be treated in the manner described above
regardless of whether such distributions are paid in cash or invested in additional Shares of the Fund pursuant to the Plan. Shareholders
receiving distributions in the form of additional Shares of the Fund will generally be treated as receiving a distribution in the amount
of cash that they would have received if they had elected to receive the distribution in cash. The additional Shares received by a Shareholder
pursuant to the Plan will have a new holding period commencing on the day following the day on which the Shares were credited to the Shareholder’s
account.
Although dividends generally will be treated as distributed
when paid, dividends declared in October, November, or December, payable to Shareholders of record on a specified date in one of those
months, and paid during the following January, will be treated as having been distributed by the Fund (and received by Shareholders) on
December 31 of the year in which declared.
In general, the sale or other taxable disposition of Shares
(except pursuant to a repurchase by the Fund, as described below) will result in capital gain or loss to Shareholders. A holder’s
gain or loss generally will be a long-term capital gain or loss if the Shares have been held for more than one year. Present law taxes
both long- and short-term capital gains of corporations at the rates applicable to ordinary income. For non-corporate taxpayers, however,
long-term capital gains are currently eligible for reduced rates of taxation. Losses realized by a holder on the sale or other taxable
disposition of Shares held for six months or less are treated as long-term capital losses to the extent of any distribution of long-term
capital gain received (or amounts designated as undistributed capital gains, as discussed under “Taxation — Distributions”
in the SAI) with respect to such Shares. In addition, no loss will be allowed on the sale or other taxable disposition of Shares if the
owner acquires (including pursuant to the Plan) or enters into a contract or option to acquire securities that are substantially identical
to such Shares within 30 days before or after the disposition. In such case, the basis of the securities acquired will be adjusted to
reflect the disallowed loss.
From time to time, the Fund may offer to repurchase its outstanding
Shares. Shareholders who tender all Shares held, or considered to be held, by them will be treated as having sold their shares and generally
will realize a capital gain or loss. If a Shareholder tenders fewer than all of its Shares or fewer than all Shares tendered are repurchased,
such Shareholder may be treated as having received a taxable dividend upon the tender of its Shares. In such a case, there is a risk that
non-tendering Shareholders, and Shareholders who tender some but not all of their Shares or fewer than all of whose Shares are repurchased,
in each case whose percentage interests in the Fund increase as a result of such tender, will be treated as having received a taxable
distribution from the Fund.
The Fund may be required to withhold from all distributions
and redemption proceeds payable to U.S. shareholders who fail to provide the Fund with their correct taxpayer identification numbers or
to make required certifications, or who have been notified by the IRS that they are subject to backup withholding. Certain Shareholders
specified in the Code generally are exempt from such backup withholding. This backup withholding is not an additional tax. Any amounts
withheld may be refunded or credited against the Shareholder’s U.S. federal income tax liability, provided the required information
is timely furnished to the IRS.
69
If a Shareholder (other than a partnership) is not a U.S. shareholder
(other than such a Shareholder whose ownership of shares is effectively connected with a U.S. trade or business), certain dividends received
by such Shareholder may be subject to U.S. federal withholding tax. To the extent that Fund distributions consist of ordinary dividends
that are subject to withholding, the applicable withholding agent will generally be required to withhold U.S. federal income tax at the
rate of 30% (or such lower rate as may be determined in accordance with any applicable treaty). However, dividends paid by the Fund that
are “interest-related dividends” or “short-term capital gain dividends” will generally be exempt from such withholding,
in each case to the extent the Fund properly reports such dividends to Shareholders. For these purposes, interestrelated dividends and
short-term capital gain dividends generally represent distributions of interest or short-term capital gains that would not have been subject
to U.S. federal withholding tax at the source if they had been received directly by a non-U.S. shareholder, and that satisfy certain other
requirements. Net capital gain dividends (that is, distributions of the excess of net long-term capital gain over net short-term capital
loss) distributed by the Fund to a non-U.S. shareholder will not be subject to U.S. federal withholding tax.
The Fund may be required to withhold from distributions
to a non-U.S. shareholder that are otherwise exempt from U.S. federal withholding tax (or taxable at a reduced treaty rate) unless the
non-U.S. shareholder certifies his or her foreign status under penalties of perjury or otherwise establishes an exemption.
Under Sections 1471 through 1474 of the Code (such Sections
commonly referred to as “FATCA”), a 30% United States federal withholding tax may apply to any ordinary dividends and other
distributions that the Fund pays to (i) a “foreign financial institution” (as specifically defined in the Code), whether
such foreign financial institution is the beneficial owner or an intermediary, unless such foreign financial institution agrees to verify,
report and disclose its United States “account” holders (as specifically defined in the Code) and meets certain other specified
requirements or (ii) a non-financial foreign entity, whether such non-financial foreign entity is the beneficial owner or an intermediary,
unless such entity provides a certification that the beneficial owner of the payment does not have any substantial United States owners
or provides the name, address and taxpayer identification number of each such substantial United States owner and certain other specified
requirements are met. In certain cases, the relevant foreign financial institution or non-financial foreign entity may qualify for an
exemption from, or be deemed to be in compliance with, these rules. In addition, foreign financial institutions located in jurisdictions
that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. The Fund will not pay
Shareholders any additional amounts in respect of amounts withheld under FATCA. You should consult your own tax adviser regarding FATCA
and whether it may be relevant to your ownership and disposition of Shares.
The foregoing tax discussion is for general information
only. The provisions of the Code and regulations thereunder presently in effect as they directly govern the taxation of the Fund and Shareholders
are subject to change by legislative or administrative action, and any such change may be retroactive with respect to the Fund’s
transactions. The foregoing does not represent a detailed description of the U.S. federal income tax considerations relevant to special
classes of taxpayers including, without limitation, financial institutions, insurance companies, pass-through entities (or investors therein),
U.S. shareholders whose “functional currency” is not the U.S. dollar, tax-exempt organizations, dealers in securities or currencies,
traders in securities or commodities that elect mark to market treatment, or persons that will hold Shares as a position in a “straddle,”
“hedge” or as part of a “constructive sale” for U.S. federal income tax purposes. In addition, this discussion
does not address the application of the Medicare tax on net investment income or the U.S. federal alternative minimum tax.
Shareholders are advised to consult with their own tax
advisers for more detailed information concerning federal income tax matters.
70
Custodian and Transfer Agent
Pursuant to a Custody Agreement between the Fund and U.S.
Bank National Association, located at 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212 (the “Custodian”),
the Custodian serves as the custodian of the Fund’s assets, holds the Fund’s portfolio securities in safekeeping and keeps
all necessary records and documents relating to its duties. The Custodian is compensated with an asset-based fee plus transaction fees
and is reimbursed for out-of-pocket expenses.
U.S. Bancorp Fund Services, LLC, located at 615 East Michigan
Street, Milwaukee, Wisconsin 53202, serves as the Fund’s transfer agent and dividend disbursing agent with respect to the Shares
of the Fund.
71
Independent Registered Public Accounting Firm
Deloitte & Touche LLP is the independent registered
public accounting firm of the Fund and audits the financial statements of the Fund. Deloitte & Touche LLP is located at 111 South
Wacker Drive, Chicago, Illinois 60606.
72
Legal Matters
Certain legal matters in connection with the common shares
will be passed upon for the Fund by Paul Hastings LLP and, with respect to certain matters of Maryland law, by Venable LLP. Paul Hastings
LLP may rely on the opinion of Venable LLP as to certain matters of Maryland law.
73
OAKTREE DIVERSIFIED INCOME FUND INC.
CLASS D SHARES
CLASS T SHARES
CLASS T SHARES
PROSPECTUS
May 1, 2023
All dealers that buy, sell or trade the Fund’s Shares, whether or
not participating in this offering, may be required to deliver a Prospectus in accordance with the terms of the dealers’ agreements
with the Fund’s Distributor.
You should rely only on the information contained in or incorporated
by reference into this Prospectus. The Fund has not authorized anyone to provide you with different information. If anyone provides you
with different or inconsistent information, you should not rely on it. The Fund is not making an offer of these securities in any jurisdiction
where the offer is not permitted.
OAKTREE DIVERSIFIED INCOME FUND INC.
Statement of Additional
Information
May
1, 2023
Oaktree Diversified Income Fund Inc. (the “Fund”)
is a newly organized, diversified, closed-end management investment company that continuously offers its shares of common stock (the “Shares”),
and is operated as an “interval fund.” The Fund offers two classes of Shares: Class D Shares and Class T Shares. The Fund
was granted exemptive relief (the “Exemptive Relief”) from the Securities and Exchange Commission (the “SEC”)
that permits the Fund to issue multiple classes of shares and to impose asset based distribution fees and early-withdrawal fees.
This Statement of Additional Information
relating to the Shares of the Fund is not a Prospectus, and should be read in conjunction with the Fund’s Prospectus relating thereto
dated May 1, 2023, as supplemented from time to time (the “Prospectus”). This Statement of Additional Information does not
include all information that a prospective investor should consider before purchasing Shares, and investors should obtain and read the
Prospectus prior to purchasing such shares.
Oaktree Fund Advisors, LLC (the “Adviser”)
is the investment adviser to the Fund.
A copy of the Prospectus and annual
or semi-annual reports for the Fund may be obtained free of charge at the telephone number and address listed below or by visiting
https://www.brookfieldoaktree.com/fund/oaktree-diversified-income-fund-inc.
https://www.brookfieldoaktree.com/fund/oaktree-diversified-income-fund-inc.
Oaktree Diversified Income Fund
Inc.
250 Vesey Street, 15th Floor
New York, New York 10281-1023
Telephone: (212) 417-7049
250 Vesey Street, 15th Floor
New York, New York 10281-1023
Telephone: (212) 417-7049
Capitalized terms used but not defined in this Statement
of Additional Information have the meanings ascribed to them in the Prospectus.
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THE FUND
The Fund is a newly organized, diversified, closed-end
management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act” or the “Investment
Company Act”). The Fund continuously offers its Shares and is operated as an “interval fund.” At present, only Class
D and Class T Shares are available for purchase. In the future, the Fund may offer additional classes of shares. An investment in the
Fund may not be appropriate for all investors. The Fund was organized as a Maryland corporation on June 29, 2021, pursuant to articles
of incorporation. The Fund’s fiscal year ends on December 31. The Fund’s principal office is located at 250 Vesey Street,
15th Floor New York, New York 10281-1023.
INVESTMENT OBJECTIVE AND POLICIES
The Fund’s investment objective
is to seek current income and attractive total return. The Fund seeks to achieve its investment objective by investing globally, including
in emerging market countries, in high-conviction opportunities across Oaktree Fund Advisors, LLC’s (the “Adviser”)
performing credit platform of high-yield bonds, senior loans, including covenant-lite loans, structured credit, emerging markets debt
and convertibles, inclusive of public sector companies that trade on the public markets and private companies that do not have securities
trading on the public markets. High-conviction opportunities are investment opportunities that fall within the Fund’s investment
strategy, which are identified by the Adviser based on its holistic, bottom-up proprietary research and credit analysis, including analysis
of fundamental, valuation, technical and other market factors. The Adviser’s performing credit platform encompasses a broad array
of credit strategy groups that invest in public and private corporate credit instruments across the liquidity spectrum. High-yield bonds
are also referred to as “below-investment grade rated securities” or “junk bonds,” as described in the Prospectus.
Structured credit may include collateralized loan obligations (CLOs), commercial mortgage-backed securities (CMBS), residential mortgage-backed
securities (RMBS) and other asset-backed securities. The Fund seeks to add value through three sources: (1) providing exposure to asset
classes that require specialized expertise; (2) performing well in each asset class through proprietary, bottom-up, credit research; and
(3) allocating capital opportunistically among asset classes based on Oaktree’s assessment of relative value. There can be no assurance
that the Fund will achieve its investment objective. Additional information concerning the characteristics of certain of the Fund’s
investments, strategies and risks is set forth below.
Leverage and Borrowing
The Fund intends to add leverage to its portfolio by
utilizing borrowings, such as through bank loans and/or other credit facilities, including through one or more subsidiaries. The Fund
may also enter into other transactions that may give rise to a form of leverage including, among others, loans of portfolio securities.
Although it has no current intention to do so, the Fund may also determine to issue preferred shares or other types of senior securities
to add leverage to its portfolio. The Fund’s Board of Directors may authorize the issuance of preferred shares without the approval
of Shareholders; however, the Fund is not permitted under the 1940 Act to issue preferred shares as of the date of this Statement of Additional
Information. If the Fund issues preferred shares in the future, all costs and expenses relating to the issuance and ongoing maintenance
of the preferred shares will be borne by the Shareholders, and these costs and expenses may be significant. The Fund may choose to increase
or decrease, or eliminate entirely, its use of leverage over time and from time to time based on the Adviser’s assessment of the
yield curve environment, interest rate trends, market conditions and other factors.
The net proceeds the Fund obtains from leverage utilized
will be invested in accordance with the Fund’s investment objective and policies as described in the Prospectus. So long as the
rate of return, net of applicable Fund expenses, on the debt obligations and other investments purchased by the Fund exceeds the costs
to the Fund of the leverage it utilizes, the investment of the Fund’s assets attributable to leverage will generate more income
than will be needed to pay the costs of the leverage. If so, and all other things being equal, the excess may be used to pay higher dividends
to Shareholders than if the Fund were not so leveraged.
1
The 1940 Act generally prohibits the Fund from engaging in most forms
of leverage representing indebtedness (including the use of bank loans, loans of portfolio securities, short sales and when-issued, delayed
delivery and forward commitment transactions, to the extent that these instruments are not covered as described below) unless immediately
after the issuance of the leverage the Fund has satisfied the asset coverage test with respect to senior securities representing indebtedness
prescribed by the 1940 Act; that is, the value of the Fund’s total assets less all liabilities and indebtedness not represented
by senior securities (for these purposes, “total net assets”) is at least 300% of the senior securities representing indebtedness
(effectively limiting the use of leverage through senior securities representing indebtedness to 331∕3%
of the Fund’s total net assets, including assets attributable to such leverage). In addition, the Fund is not permitted to declare
any cash dividend or other distribution on Shares unless, at the time of such declaration, this asset coverage test is satisfied. To the
extent that the Fund engages in borrowings, it may prepay a portion of the principal amount of the borrowing to the extent necessary in
order to maintain the required asset coverage. Failure to maintain certain asset coverage requirements could result in an event of default.
Under the 1940 Act, the Fund is
not permitted to issue preferred shares unless immediately after such issuance the Fund’s asset coverage is at least 200% of the
liquidation value of the outstanding preferred shares (i.e., such liquidation value may not exceed
50% of the Fund’s assets less all liabilities other than borrowings and outstanding preferred shares). In addition, the Fund is
not permitted to declare any cash dividend or other distribution on its Shares unless, at the time of such declaration, the value of the
Fund’s assets less liabilities other than borrowings and outstanding preferred shares satisfies the above-referenced 200% coverage
requirement. If the Fund uses a combination of borrowing (including notes and other securities representing indebtedness) and issuing
preferred shares, the minimum asset coverage required would be between 300% and 200% depending on the relative amounts of borrowings and
preferred shares.
Leveraging is a speculative technique
and there are special risks and costs involved. There is no assurance that the Fund will utilize borrowings, issue preferred shares or
utilize any other forms of leverage. If used, there can be no assurance that the Fund’s leveraging strategies will be successful
or result in a higher yield on your Shares. When leverage is used, the NAV of the Shares and the yield to Shareholders will be more volatile.
In addition, interest and other expenses borne by the Fund with respect to its use of borrowings or any other forms of leverage are borne
by the Shareholders and result in a reduction of the NAV of the Shares. In addition, because the fees received by the Adviser are based
on the average daily value of the Fund’s Managed Assets (including any assets attributable to borrowings for investment purposes),
the Adviser has a financial incentive for the Fund to use certain forms of leverage (e.g., borrowings
and preferred shares), which may create a conflict of interest between the Adviser, on the one hand, and the Shareholders, on the other
hand.
The Fund also may borrow money in order to repurchase
its shares or as a temporary measure for extraordinary or emergency purposes, including for the payment of dividends or the settlement
of securities transactions which otherwise might require untimely dispositions of portfolio securities held by the Fund.
Illiquid Investments
The Fund intends to invest in illiquid investments. An
illiquid investment is a security or other investment that cannot be sold or disposed of within seven days or less in current market conditions
without the sale or disposition significantly changing the market value of the investment. Illiquid investments often can be resold only
in privately negotiated transactions with a limited number of purchasers or in a public offering registered under the Securities Act of
1933, as amended (the “1933 Act”). Considerable delay could be encountered in either event and, unless otherwise contractually
provided, the Fund’s proceeds upon sale may be reduced by the costs of registration or underwriting discounts. The difficulties
and delays associated with such transactions could result in the Fund’s inability to realize a favorable price upon disposition
of illiquid investments, and at times might make disposition of such securities impossible. In addition, the Fund may be unable to sell
other illiquid investments when it desires to do so, resulting in the Fund obtaining a lower price or being required to retain the investment.
Illiquid investments generally must be valued at fair value, which is inherently less precise than utilizing market value for liquid investments,
and may lead to differences between the price at which a security is valued for determining the Fund’s
2
NAV and the price the Fund actually receives upon sale. For the period between the repurchase
offer notice and the end of the repurchase period, the Fund must maintain 100% of the repurchase offer amount in liquid assets.
Derivatives and Hedging
While the Adviser may, but is not required to, enter
into transactions to seek to reduce currency exchange rate and interest rate risks, unanticipated changes in currency exchange rates or
interest rates may result in poorer overall investment performance than if the Adviser had not engaged in any such hedging transactions.
In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the
portfolio positions being hedged may vary. Moreover, for a variety of reasons, the Adviser may not seek or be able to establish a perfect
correlation between such hedging instruments and the portfolio holdings being hedged. Any such imperfect correlation may prevent the Adviser
from achieving the intended hedge and expose the Fund to risk of loss. In addition, it may not be possible to hedge fully or perfectly
against currency fluctuations affecting the value of securities denominated in non-U.S. currencies because the value of those securities
is likely to fluctuate as a result of factors not related to currency fluctuations.
Tax Consequences
The Fund’s investments in certain securities and
transactions described above will potentially be limited by its intention to qualify and be eligible for treatment as a regulated investment
company. In addition, the Fund’s utilization of certain investment instruments may alter the amount, timing and character of the
Fund’s income, and, in turn, of the Fund’s distributions to its Shareholders, relative to other means of achieving similar
investment exposure. In certain circumstances, the Fund may be required to sell assets in order to meet regulated investment company distribution
requirements even when investment considerations make such sales otherwise undesirable. For more information concerning these requirements
and the taxation of the Fund’s investments, see “Taxation” below.
Illiquid Securities and Rule 144A Securities
The Fund may invest its net assets in securities as to
which a liquid trading market does not exist, provided such investments are consistent with the Fund’s investment objective. Such
securities may include securities that are not readily marketable, such as certain securities that are subject to legal or contractual
restrictions on resale, repurchase agreements providing for settlement in more than seven days after notice, and certain privately negotiated,
non-exchange traded options and securities used to cover such options. As to these securities, the Fund is subject to a risk that should
the Fund desire to sell them when a ready buyer is not available at a price the Fund deems representative of their value, the value of
the Fund’s net assets could be adversely affected. Illiquid securities do not include securities eligible for resale pursuant to
Rule 144A of the 1933 Act, or other restricted securities, which have been determined to be liquid in accordance with procedures established
by the Board.
Securities that have not been registered under the Securities
Act are referred to as private placements or restricted securities and are purchased directly from the issuer or in the secondary market.
Restricted or illiquid securities have the potential for delays on resale and uncertainty in valuation. Limitations on resale may have
an adverse effect on the marketability of portfolio securities and the Fund might be unable to dispose of restricted or illiquid securities
promptly or at reasonable prices and might thereby experience difficulty satisfying redemptions within seven days. The Fund might also
have to register such restricted securities in order to dispose of them resulting in additional expense and delay. Adverse market conditions
could impede such a public offering of securities.
A large institutional market has developed for certain
securities that are not registered under the Securities Act, including repurchase agreements, commercial paper, foreign securities, municipal
securities, and corporate bonds and notes. Institutional investors depend on an efficient institutional market in which the unregistered
security can be readily resold or on an issuer’s ability to honor a demand for repayment. As a result, the fact that there are
contractual or legal restrictions on resale to the general public or to certain institutions may not be indicative of the liquidity of
such investments.
3
Rule 144A under the Securities Act allows a broader institutional trading
market for securities otherwise subject to restriction on resale to the general public. Rule 144A establishes a “safe harbor”
from the registration requirements of the Securities Act applicable to resales of certain securities to qualified institutional buyers.
It is the intent of the Fund to invest, pursuant to procedures established by the Board and subject to applicable investment restrictions,
in securities eligible for resale under Rule 144A which are determined to be liquid based upon the trading markets for the securities.
The Adviser will monitor the liquidity
of restricted securities eligible for resale under Rule 144A in the Fund’s portfolio under the supervision of the Directors. In
reaching liquidity decisions, the Adviser will consider, inter alia, the following factors: (1) the frequency of trades and quotes for
the security over the course of six months or as determined in the discretion of the Adviser; (2) the number of dealers wishing to purchase
or sell the security and the number of other potential purchasers over the course of six months or as determined in the discretion of
the Adviser; (3) dealer undertakings to make a market in the security; (4) the nature of the security and the nature of how the marketplace
trades (e.g., the time needed to dispose of the security, the method of soliciting offers, and
the mechanics of the transfer); and (5) other factors, if any, which the Adviser deems relevant.
Contingent Convertible Securities
Contingent convertible securities (“CoCos”)
are a form of hybrid debt security issued primarily by non-U.S. issuers, which have loss absorption mechanisms built into their terms.
CoCos have no stated maturity, have fully discretionary coupons and are typically issued in the form of subordinated debt instruments.
CoCos generally either convert into common stock of the issuer or have their principal written down upon the occurrence of certain triggering
events (“triggers”) linked to regulatory capital thresholds or regulatory actions calling into question the issuing banking
institution’s continued viability as a going-concern. In certain scenarios, investors in CoCos may suffer a loss of capital ahead
of equity holders or when equity holders do not. There is no guarantee that the Fund will receive a return of principal on CoCos. Any
indication that an automatic write-down or conversion event may occur can be expected to have an adverse effect on the market price of
CoCos. CoCos are often rated below investment grade and are subject to the risks of high yield securities. Because CoCos are issued primarily
by financial institutions, CoCos may present substantially increased risks at times of financial turmoil, which could affect financial
institutions more than companies in other sectors and industries. Further, the value of an investment in CoCos is unpredictable and will
be influenced by many factors and risks, including interest rate risk, credit risk, market risk and liquidity risk. An investment by the
Fund in CoCos may result in losses to the Fund.
Special Risks Related to Cyber Security
As the use of technology has become
more prevalent in the course of business, the Fund has become potentially more susceptible to operational and informational security risks
resulting from breaches in cyber security. A breach in cyber security refers to both intentional and unintentional cyber events that may,
among other things, cause the Fund to lose proprietary information, suffer data corruption and/or destruction, lose operational capacity,
result in the unauthorized release or other misuse of confidential information, or otherwise disrupt normal business operations. Cyber
security breaches may involve unauthorized access to the Fund’s digital information systems (e.g.,
through “hacking” or malicious software coding), but may also result from outside attacks such as denial-of-service attacks
(i.e., efforts to make network services unavailable to intended users). In addition, cyber security
breaches involving the Fund’s third-party service providers (including but not limited to advisers, administrators, transfer agents,
custodians, distributors and other third parties), trading counterparties or issuers in which the Fund invests can also subject the Fund
to many of the same risks associated with direct cyber security breaches. Moreover, cyber security breaches involving trading counterparties
or issuers in which the Fund invests could adversely impact such counterparties or issuers and cause the Fund’s investment to lose
value. Cyber security failures or breaches may result in financial losses to the Fund and its Shareholders. These failures or breaches
may also result in disruptions to business operations, potentially resulting in financial losses; interference with the Fund’s
ability to calculate its NAV, process shareholder transactions or otherwise transact business with Shareholders; impediments to trading;
violations of applicable privacy
4
and other laws; regulatory fines; penalties; reputational damage;
reimbursement or other compensation costs; additional compliance costs and cyber security risk management costs; and other adverse consequences.
In addition, substantial costs may be incurred in an attempt to prevent any cyber incidents in the future.
Like with operational risk in general, the Fund has established
risk management systems and business continuity plans designed to reduce the risks associated with cyber security. However, there are
inherent limitations in these plans and systems, including that certain risks may not have been identified, in large part because different
or unknown threats may emerge in the future. As such, there is no guarantee that such efforts will succeed, especially because the Fund
does not directly control the cyber security systems of issuers in which the Fund may invest, trading counterparties or third-party service
providers to the Fund. There is also a risk that cyber security breaches may not be detected. The Fund and its Shareholders could be negatively
impacted as a result.
Government Intervention in Financial Markets
Global economies and financial markets are increasingly
interconnected, which increases the possibility that conditions in one country or region may adversely affect companies in a different
country or region. In the past, instability in the financial markets has led governments and regulators around the world to take a number
of unprecedented actions designed to support certain financial institutions and segments of the financial markets that have experienced
extreme volatility, and in some cases a lack of liquidity. Governments, their regulatory agencies, or self-regulatory organizations may
take actions that affect the regulation of the instruments in which the Fund invests, or the issuers of such instruments, in ways that
are unforeseeable. Legislation or regulation may also change the way in which the Fund itself is regulated. Such legislation or regulation
could limit or preclude the Fund’s ability to achieve its investment objective.
Governments or their agencies may also acquire distressed
assets from financial institutions and acquire ownership interests in those institutions. The implications of government ownership and
disposition of these assets are unclear, and such a program may have positive or negative effects on the liquidity, valuation and performance
of the Fund’s portfolio holdings. Furthermore, volatile financial markets can expose the Fund to greater market and liquidity risk
and potential difficulty in valuing portfolio instruments held by the Fund.
The SEC and its staff have been
engaged in various initiatives and reviews that seek to improve and modernize the regulatory structure governing investment companies.
These efforts have been focused on risk identification and controls in various areas, including imbedded leverage through the use of derivatives
and other trading practices, cybersecurity, liquidity, enhanced regulatory and public reporting requirements and the evaluation of systemic
risks. Any new rules, guidance or regulatory initiatives resulting from these efforts could increase the Fund’s expenses and impact
its returns to shareholders or, in the extreme case, impact or limit its use of various portfolio management strategies or techniques
and adversely impact the Fund.
Following the November 2022 U.S.
elections, the Democratic Party controls the executive branch of government and the Senate by a narrow margin, while the Republican Party
controls the House of Representatives. Changes in federal policy, including tax policies, and at regulatory agencies occur over time through
policy and personnel changes following elections, which lead to changes involving the level of oversight and focus on the financial services
industry or the tax rates paid by corporate entities. The nature, timing and economic and political effects of potential changes to the
current legal and regulatory framework affecting markets remain highly uncertain. Uncertainty surrounding future changes may adversely
affect the Fund’s operating environment and therefore its investment performance.
In addition, the U.S. tax legislation
commonly referred to as the Tax Cuts and Jobs Act (the “Act”) made substantial changes to the Code. Among those changes
are a significant permanent reduction in the generally applicable corporate tax rate, changes in the taxation of individuals and other
non-corporate taxpayers that generally but not universally reduce their taxes on a temporary basis subject to “sunset” provisions,
the elimination or modification of various previously allowed deductions (including substantial
5
limitations on the deductibility of interest and, in the case of
individuals, the deduction for personal state and local taxes), certain additional limitations on the deduction of net operating losses,
certain preferential rates of taxation on certain dividends and certain business income derived by non-corporate taxpayers in comparison
to other ordinary income recognized by such taxpayers, and significant changes to the international tax rules. The effect of these, and
the many other changes made in the Act is highly uncertain, both in terms of their direct effect on the taxation of an investment in our
common or preferred shares and their indirect effect on the value of our assets, our common or preferred shares or market conditions generally.
Furthermore, many of the provisions of the Act will require guidance through the issuance of Treasury regulations in order to assess their
effect. There may be a substantial delay before such Treasury regulations are promulgated, increasing the uncertainty as to the ultimate
effect of the statutory amendments on us. It is also likely that there will be technical corrections legislation proposed with respect
to the Act, the effect of which cannot be predicted and may be adverse to us or our shareholders.
Certain of the Fund’s investments
may provide exposure to coupon rates that are based on the London Interbank Offered Rate (“LIBOR”), the Secured Overnight
Financing Rate (“SOFR”), Euro Interbank Offered Rate and other similar types of reference rates (each, a “Reference
Rate”). These Reference Rates are generally intended to represent the rate at which contributing banks may obtain short-term borrowings
within certain financial markets. Most maturities and currencies of LIBOR were phased out at the end of 2021, with the remaining ones
to be phased out on June 30, 2023. These events and any additional regulatory or market changes may have an adverse impact on the Fund
or its investments, including increased volatility or illiquidity in markets for instruments that rely on LIBOR. There remains uncertainty
regarding the impact of the transition from LIBOR on the Fund and the financial markets generally. SOFR has been selected by a committee
established by the Board of Governors of the Federal Reserve System and the Federal Reserve Bank of New York to replace LIBOR as a Reference
Rate in the United States and U.S. law requires that contracts without a practicable LIBOR alternative default to SOFR plus a set spread
beginning in mid-2023. SOFR is a secured, nearly risk-free rate, while LIBOR is an unsecured rate that includes an element of bank credit
risk. In addition, SOFR is strictly an overnight rate, while LIBOR historically has been published for various maturities, ranging from
overnight to one year. Thus, LIBOR may be expected to be higher than SOFR, and the spread between the two is likely to widen in times
of market stress. Certain existing contracts provide for a spread adjustment when transitioning to SOFR from LIBOR, but there is no assurance
that it will provide adequate compensation.
Other countries have undertaken
similar initiatives to identify replacement Reference Rates for LIBOR in their respective markets. However, there are obstacles to converting
certain existing investments and transactions to a new Reference Rate, as well as risks associated with using a new Reference Rate with
respect to new investments and transactions. There remains uncertainty regarding the impact of the transition from LIBOR on the Fund and
the financial markets generally, and the termination of certain Reference Rates presents risk to the Fund. The transition process, or
the failure of an industry to transition, could lead to increased volatility and illiquidity in markets for instruments that currently
rely on LIBOR to determine interest rates and a reduction in the values of some LIBOR-based investments. Since the usefulness of LIBOR
as a benchmark could deteriorate during the transition period, these effects could occur prior to June 30, 2023. Further, U.S. issuers
are currently not obligated to include any particular fallback language in transaction documents for new issuances of LIBOR-linked securities.
In addition, the alternative reference or benchmark rate may be an ineffective substitute, potentially resulting in prolonged adverse
market conditions for the Fund. The elimination of a Reference Rate or any other changes or reforms to the determination or supervision
of Reference Rates could have an adverse impact on the market for or value of any securities or payments linked to those Reference Rates
and other financial obligations held by the Fund or on its overall financial conditions or results of operations. Any substitute Reference
Rate and any pricing adjustments imposed by a regulator or by counterparties or otherwise may adversely affect the Fund’s performance
and/or NAV. At this time, it is not possible to completely identify or predict the effect of any such changes, any establishment of alternative
Reference Rates or any other reforms to Reference Rates that may be enacted in the UK or elsewhere.
6
Inflation Risk
Inflation risk is the risk that
the value of assets or income from investments will be worth less in the future as inflation decreases the value of money. As inflation
increases, the real value of the Fund’s shares and distributions thereon can decline. Inflation risk is linked to increases in
the prices of goods and services and a decrease in the purchasing power of money. Since the beginning of 2021, inflation has risen at
its highest rate in four decades in the U.S. Inflation may reduce the intrinsic value of an investment in the Fund. While the Biden Administration
and the Federal Reserve have made efforts to reduce the effects of inflation on the U.S. economy and financial markets, the mitigating
effects of such efforts are uncertain.
Political Risks Relating to Russia’s Invasion
of Ukraine
Russia began its invasion of Ukraine in February 2022.
The invasion significantly amplified already existing geopolitical tensions among Russia, Ukraine, Europe, NATO and the United States.
Russia’s military invasion of Ukraine, the resulting responses by the United States and other countries, and the potential for
wider conflict has increased volatility and uncertainty in the financial markets, specifically on companies in the oil and gas sector,
finance and resource extraction. The United States and other countries and certain international organizations have imposed broad-ranging
economic sanctions on Russia and certain Russian individuals, banking entities and corporations as a response to Russia’s invasion
of Ukraine. These sanctions froze certain Russian assets and prohibited, among other things, trading in certain Russian securities and
doing business with specific Russian corporate entities, large financial institutions, officials and oligarchs. The sanctions also included
the removal of some Russian banks from the Society for Worldwide Interbank Financial Telecommunications (SWIFT), the electronic network
that connects banks globally, and imposed restrictive measures to prevent the Russian Central Bank from undermining the impact of the
sanctions. These sanctions could become broader in the future, including banning Russia from global payments systems that facilitate cross-border
payments. A number of large corporations have also announced plans to divest interests or otherwise curtail business dealings with certain
Russian businesses.
The extent and duration of Russia’s military actions,
resulting sanctions and consequent future market disruptions are impossible to predict, but could be significant and may negatively affect
global supply chains, inflation, oil and gas supply, and global growth. Russian military action (including cyberattacks and espionage)
or actual and threatened responses to such actions, including purchasing and financing restrictions, boycotts or changes in consumer or
purchaser preferences, sanctions, tariffs or cyberattacks on the Russian government and Russian individuals, may have an impact not only
on Russia, but the global economy.
The ramifications of the hostilities and sanctions, however,
may not be limited to Russia, Conflict between Ukraine and Russia is likely to negatively impact other regional and global economic markets
(including Europe, Asia and the United States), companies in other countries (particularly those that have exposure to Russia and Ukraine)
and on various sectors, industries and markets for securities and commodities globally, such as oil and natural gas and banking. Accordingly,
the actions discussed above and the potential for a wider conflict could increase financial market volatility, cause severe negative effects
on regional and global economic markets, industries, and companies and have a negative effect on the Fund’s investments and performance
beyond any direct exposure to Russian and Ukrainian issuers or those of adjoining geographic regions. These and any related events could
have a significant impact on Fund performance and the value of an investment in the Fund.
Health Crisis Risk. The
global pandemic outbreak of an infectious respiratory illness caused by a novel coronavirus known as COVID-19 was first detected in China
in December 2019 and has since spread globally. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic.
COVID-19 has resulted in numerous deaths, travel restrictions, closed international borders, enhanced health screenings at ports of entry
and elsewhere, disruption of and delays in healthcare service preparation and delivery, prolonged quarantines and the imposition of both
local and more widespread “work from home” measures, cancellations, supply chain disruptions, and lower consumer demand,
as well as general concern and uncertainty. The ongoing pandemic has had, and is expected to continue to have, a material adverse impact
on local economies in the affected jurisdictions and also on the global economy, as
7
cross border commercial activity and market sentiment have been and
continue to be impacted by the pandemic and government and other measures seeking to mitigate or contain its spread. The impact of COVID-19,
and other infectious illness outbreaks that may arise in the future, could adversely affect individual issuers and capital markets in
ways that cannot necessarily be foreseen. In addition, actions taken by government and quasi-governmental authorities and regulators throughout
the world in response to the COVID-19 pandemic, including significant fiscal and monetary policy changes, may affect the value, volatility,
pricing and liquidity of some securities or other assets, including those held by or invested in by the Fund. Public health crises caused
by the COVID-19 pandemic may exacerbate other pre-existing political, social and economic risks in certain countries or globally. The
duration of COVID-19 related economic disruption and its ultimate impact on the Fund, and on the global economy, cannot be determined
with certainty. The COVID-19 pandemic and its effects may last for an extended period of time, and could result in significant and continued
market volatility, exchange trading suspensions and closures, declines in global financial markets, higher default rates, and a substantial
economic downturn or recession. The foregoing could impair the Fund’s ability to maintain operational standards (such as with respect
to satisfying redemption requests), disrupt the operations of the Fund’s service providers, adversely affect the value and liquidity
of the Fund’s investments, and negatively impact the Fund’s performance and your investment in the Fund. The extent to which
COVID-19 will affect the Fund and the Fund’s service providers and portfolio investments will depend on future developments, which
are highly uncertain and cannot be predicted.
Temporary Defensive Strategies Risk
From time to time, the Fund may
temporarily depart from its principal investment strategies as a defensive measure when the Adviser anticipates unusual market or other
conditions. When a temporary defensive posture is believed by the Adviser to be warranted (“temporary defensive periods”),
the Fund may, without limitation, hold cash or invest its Managed Assets in money market instruments and repurchase agreements in respect
of those instruments. The money market instruments in which the Fund may invest are obligations of the U.S. government, its agencies or
instrumentalities; commercial paper rated A-1 or higher by S&P or Prime-1 by Moody’s; and certificates of deposit and bankers’
acceptances issued by domestic branches of U.S. banks that are members of the Federal Deposit Insurance Corporation. During temporary
defensive periods, the Fund may also invest to the extent permitted by applicable law in shares of money market mutual funds. Money market
mutual funds are investment companies and the investments in those companies by the Fund are in some cases subject to applicable law.
See “Investment Restrictions” in the SAI. To the extent that the Fund invests defensively, it may not achieve its investment
objective.
Investments in Different Parts of the Capital Structure
The Fund may make investments in
an issuer where other funds advised by Oaktree (each an “Other Fund” and collectively, the “Other Funds”)
hold an investment in a different class of debt or equity. In such circumstances, Oaktree may have conflicting interests between its duties
to the Fund and to such Other Fund. Generally, the Fund will make investments that potentially conflict with the interests of Other Funds
only when, at the time of investment by the Fund, Oaktree determines that (a) such investment is in the best interests of the Fund and
(b)(i) the possibility of actual conflict between the Fund and the Other Fund is remote, (ii) either the potential investment by the Fund
or the investment of such Other Fund is not large enough to control any actions taken by the collective holders of securities of such
issuer or (iii) in light of the particular circumstances, Oaktree determines that such investment is appropriate for the Fund, notwithstanding
the potential for conflict. In those circumstances where the Fund and an Other Fund hold investments in different parts of the capital
structure, to the fullest extent permitted by applicable law, steps may be taken to reduce the potential for conflict between the Fund
and the Other Fund, including causing the Fund to take certain actions that, in the absence of such conflict, it would not take, such
as: (A) remaining passive in a restructuring, foreclosure, refinancing or similar situations (including electing not to vote or voting
pro rata with other security holders), (B) investing in the same or similar classes of securities
as the Other Fund in order to align their interests, (C) divesting investments, or (D) otherwise taking an action designed to reduce adversity.
Any such step could have the effect
8
of benefiting an Other Fund (or Oaktree or one of its affiliates)
and therefore may not have been in the best interests of, and may have been adverse to, the Fund. A similar standard generally will apply
if any Other Fund makes an investment in an issuer in which the Fund holds an investment in a different part of the same issuer’s
capital structure. The negative effects described above may be more pronounced in connection with transactions in, or the Fund’s
use of, small capitalization, emerging market, distressed or less liquid strategies.
Investments Where Other Funds Hold Related Investments
From time to time, Other Funds or accounts managed by
Oaktree may hold existing real estate related investments and may in the future make additional investments in the same real estate related
assets. Subject to applicable rules, regulation and SEC guidance, the Fund may make investments either in those same assets or in related
assets. In addition, the Adviser anticipates that the Fund may make investments in entities or assets in which an Other Fund holds an
investment in a different part of the capital structure of the same issuer (see “Investments in Different Parts of the Capital
Structure” risk factor). For example, Other Funds have made investments in, and are expected to continue to invest in, various
tranches of CMBS securitizations. The Fund may invest in different tranches of those same CMBS securitizations, purchase loans that are
part of the pool of loans relating to a CMBS securitization in which an Other Fund holds an investment, or engage in transactions relating
to the real estate assets that secure the pooled loans or with the entities that are the borrowers under those loans.
In the foregoing circumstances, Oaktree could have conflicting
loyalties between its duties to the Fund and such Other Fund. For example, Oaktree could have an incentive to cause the Fund to pay a
higher purchase price (whether in an auction, the exercise of a fair value purchase option or otherwise) for a loan or related property
that is collateral for a CMBS security held by an Other Fund. If the Fund controls or acts as the operating adviser to a special servicer
with respect to a loan in a CMBS securitization in which an Other Fund holds CMBS in a different tranche of the securitization, Oaktree
similarly could have conflicting loyalties in directing the actions of the special servicer with respect to the loan if the interests
of the Fund and the Other Fund diverge. Likewise, if an Other Fund controls or acts as the operating adviser to a special servicer with
respect to a loan in a CMBS securitization in which the Fund holds CMBS in a different tranche of the securitization, the Other Fund may
direct the special servicer to take certain actions with respect to the loan that may not be in the best interests of the Fund.
Affiliated Transactions Restrictions
The 1940 Act contains prohibitions and restrictions relating
to transactions between investment companies and their affiliates (including the Adviser), principal underwriters and affiliates of those
affiliates or underwriters. Under these restrictions, the Fund and any portfolio company that the Fund controls are generally prohibited
from knowingly participating in a joint transaction, including co-investments in a portfolio company, with an affiliated person, including
any directors or officers of the Fund, the Adviser or any entity controlled or advised by any of them. These restrictions also generally
prohibit the Fund’s affiliates, principal underwriters and affiliates of those affiliates or underwriters from knowingly purchasing
from or selling to the Fund or any portfolio company controlled by the Fund certain securities or other property and from lending to and
borrowing from the Fund or any portfolio company controlled by the Fund monies or other properties. The Fund and its affiliates may be
precluded from co-investing in private placements of securities, including in any portfolio companies controlled by the Fund. The Fund,
its affiliates and portfolio companies controlled by the Fund may from time to time engage in certain joint transactions, purchases, sales
and loans in reliance upon and in compliance with the conditions of certain positions promulgated by the SEC and its staff. There can
be no assurance that the Fund would be able to satisfy these conditions with respect to any particular transaction. As a result of these
prohibitions, restrictions may be imposed on the size of positions or the type of investments that the Fund could make. Furthermore, Oaktree
has received exemptive relief from the SEC to allow certain managed funds and accounts, each of whose investment adviser is Oaktree or
an investment adviser controlling, controlled by or under common control with Oaktree, to participate in negotiated co-investment transactions
where doing so is consistent with the applicable registered fund’s investment objective and strategies as well as regulatory requirements
and other pertinent factors, and pursuant to the conditions
9
thereof (the “Exemptive Relief”). In addition, on December 15, 2020,
Oaktree and certain other affiliates received a modified exemptive order that allows Oaktree proprietary accounts to participate in co-investment
transactions subject to certain conditions. Although the Adviser will endeavor to allocate investment opportunities in a fair and equitable
manner, the Fund and the Shareholders could be adversely affected to the extent investment opportunities are allocated to other investment
vehicles managed or sponsored by, or affiliated with, the Fund’s executive officers, directors and members of the Adviser. The
Fund might not participate in each individual opportunity but will, on an overall basis, be entitled to participate equitably with other
entities managed by the Adviser and its affiliates. The Adviser seeks to treat all clients fairly and equitably over time such that none
receives preferential treatment vis-à-vis the others over time, in a manner consistent with its fiduciary duty to each of them; however,
in some instances, especially in instances of limited liquidity, the factors may not result in pro rata
allocations or may result in situations where certain funds or accounts receive allocations where others do not.
Private Investment Risk
The Fund may invest in unregistered or restricted securities,
including private investment in public equities (“PIPE”). Unregistered or restricted securities may not be readily marketable
and are often more difficult to value. Further, the Adviser may not have timely or accurate information about the business, financial
condition and results of operations which may adversely affect the Adviser’s ability to value those investments. PIPE investors
may purchase securities directly from a publicly traded company in a private placement transaction, typically at a discount to the market
price of the company’s common stock. In a PIPE transaction, the Fund may bear the price risk from the time of pricing until the
time of closing. In addition, the Fund may have to commit to purchase a specified number of shares at a fixed price, with the closing
conditioned upon, among other things, the SEC’s preparedness to declare effective a resale registration statement covering the
resale, from time to time, of the shares sold in the private financing. Because the sale of the securities is not registered under the
Securities Act, the securities are “restricted” and cannot be immediately resold by the investors into the public markets.
Accordingly, PIPE securities may be deemed illiquid.
Private Company Management Risk
Private companies are more likely to depend on the management
talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these
persons could have a material adverse impact on the company. The Fund generally does not intend to hold controlling positions in the private
companies in which it invests. As a result, the Fund is subject to the risk that a company may make business decisions with which the
Fund disagrees, and that the management and/or shareholders of a portfolio company may take risks or otherwise act in ways that are adverse
to the Fund’s interests. Due to the lack of liquidity of such private investments, the Fund may not be able to dispose of its investments
in the event it disagrees with the actions of a portfolio company and may therefore suffer a decrease in the value of the investment.
Private Company Liquidity Risk
Securities issued by private companies are typically
illiquid. If there is no readily available trading market for privately issued securities, the Fund may not be able to readily dispose
of such investments at prices that approximate those at which the Fund could sell them if they were more widely traded.
Private Company Valuation Risk
There is typically not a readily
available market value for the Fund’s private investments. The Fund values private company investments in accordance with valuation
guidelines adopted by the Board of Directors, that the Board of Directors believes are designed to accurately reflect the fair value of
securities valued in accordance with such guidelines. In conducting the valuation of determinations of certain of the Fund’s securities
in accordance with these guidelines, the Fund may in certain circumstances utilize the services of one or more independent valuation firms
to aid in determining the fair value of these investments. Valuation of private company investments may involve application of one or
more of the
10
following factors: (i) analysis of valuations of publicly traded companies
in a similar line of business, (ii) analysis of valuations for comparable merger or acquisition transactions, (iii) yield analysis, and
(iv) discounted cash flow analysis. Due to the inherent uncertainty and subjectivity of determining the fair value of investments that
do not have a readily available market value, the fair value of the Fund’s private investments may differ significantly from the
values that would have been used had a readily available market value existed for such investments and may differ materially from the
amounts the Fund may realize on any dispositions of such investments. In addition, the impact of changes in the market environment and
other events on the fair values of the Fund’s investments that have no readily available market values may differ from the impact
of such changes on the readily available market values for the Fund’s other investments. The Fund’s net asset value could
be adversely affected if the Fund’s determinations regarding the fair value of the Fund’s investments were materially higher
than the values that the Fund ultimately realizes upon the disposal of such investments.
Risks Associated with Long-Term Objective — Not
a Complete Investment Program
The Fund is intended for investors
seeking a high level of total return, with an emphasis on income. The Fund is not meant to provide a vehicle for those who wish to exploit
short-term swings in the stock market and is intended for long-term investors. An investment in shares of the Fund should not be considered
a complete investment program. Each Shareholder should take into account the Fund’s investment objective as well as the Shareholder’s
other investments when considering an investment in that Fund.
Systemic Risk
Credit risk may arise through a default by one of several
large institutions that are dependent on one another to meet their liquidity or operational needs, so that a default by one institution
causes a series of defaults by the other institutions. This is sometimes referred to as a “systemic risk” and may adversely
affect financial intermediaries, such as clearing agencies, clearing houses, securities firms and exchanges, with which the Fund interacts
on a daily basis.
Event Risk
Event risk is the risk that corporate issuers may undergo
restructurings, such as mergers, leveraged buyouts, takeovers or similar events financed by increased debt. As a result of the added debt,
the credit quality and market value of a company’s bonds and/or other debt securities may decline significantly.
Asset Allocation Risk
The Fund is subject to the risk that the Adviser’s
selection and weighting of asset classes may cause the Fund to fail to meet its investment objective, cause the Fund to underperform other
funds with a similar investment objective or cause an investor to lose money.
Investments in Sovereign Debt
The Fund may make investments in the debt instruments
and securities of sovereign and quasi-sovereign issuers, including debt issued by national, regional or local governments and other agencies.
In addition to the general risks of non-U.S. investments described above, the specific risks of investing in sovereign debt include (a)
the availability of sufficient foreign exchange on the date a payment is due (where such debt is denominated in a currency other than
the government debtor’s own currency), (b) the relative size of the issuer’s debt service burden to its economy as a whole
and (c) the government debtor’s policy toward the International Monetary Fund (or similar bodies) and the political constraints
to which a government debtor may be subject. The governmental authority that controls the repayment of sovereign debt may be unwilling
or unable to repay the principal and/or interest when due in accordance with the terms of such securities due to the extent of its foreign
reserves. If an issuer of sovereign debt defaults on payments of principal and/or interest, the Fund may have limited legal recourse against
the issuer and/or guarantor. In certain cases, remedies must be pursued in the courts of the defaulting party itself, limiting the Fund’s
ability to obtain recourse. Even where a judgment is obtained in a U.S. court against a sovereign issuer, enforcement of such judgment
to obtain payment may be difficult or impracticable.
11
Equity Securities
The Fund’s investments may include equity securities.
Such equity investments will be subordinated to the senior obligations of an issuer and such subordinated investments may be characterized
by greater credit risks than those associated with the senior obligations of the same issuer.
When-Issued; When, As, and If Issued; and Delayed Delivery
Securities and Forward Commitments
Securities purchased or sold by the Fund on a when-issued,
“when, as, and if issued,” delayed delivery or forward commitment basis are subject to market fluctuation, and no interest
or dividends accrue to the purchaser prior to the settlement date. At the time of delivery of the securities, the value may be more or
less than the purchase or sale price. In the case of “when, as, and if issued” securities, the Fund could lose an
investment opportunity if the securities are not issued. An increase in the percentage of the Fund’s assets committed to the purchase
of securities on a when-issued, “when, as, and if issued,” delayed delivery or forward commitment basis may increase the
volatility of the Fund’s assets.
Derivatives
While not anticipated to be a meaningful aspect of
the Fund’s investment strategy, the Fund may enter into derivative instruments from time to time. Generally, a derivative is a
financial contract the value of which depends upon, or is derived from, the value of an underlying asset, reference rate, or index, and
may relate to individual debt or equity instruments, interest rates, currencies or currency exchange rates, commodities, related indices
and other assets. The Fund may enter into such derivative contracts including, but not limited to, options contracts, forward contracts,
futures contracts, interest rate swaps, total return swaps and credit default swaps. The Fund may also enter into swap transactions for
any purpose consistent with its investment objective and strategies, including, among others, for the purpose of attempting to obtain
or preserve a particular return or exposure at a lower cost than obtaining that return or exposure through purchases and/or sales of instruments
in other markets, to reduce currency exposures, as a duration management technique, to reduce risk arising from the ownership of a particular
instrument or to gain exposure to certain sectors or markets in the most economical way possible. Although the Fund may (or has the option
to) use derivative instruments to further its investment objective and strategies, no assurance can be given that the Fund will be successful.
The Fund may enter into OTC contracts on a bilateral basis with banks or other dealers. The Fund may also enter into certain derivatives
that are traded on swap execution facilities (“SEFs”), security-based swap execution facilities (“SB SEFs”)
or other similar multi-lateral trading platforms. Certain of such derivatives may be cleared through central counterparties (“CCPs”).
Investing in derivative instruments, particularly OTC derivatives, presents various risks, including market, counterparty, operational
and liquidity risks. The prices of derivative instruments, including swaps, forwards and options, may be highly volatile. The value of
derivatives also depends upon the price of the underlying security or other asset or rate, and there may be imperfect correlation between
the value and/or duration of the derivative instrument and the underlying security, asset or rate. Typically, investing in a derivative
instrument requires the deposit or payment of an initial amount much smaller than the notional or nominal exposure amount from such derivative
instrument, potentially magnifying the loss if the relevant cash market moves against the Fund. In addition, significant disparities may
exist between “bid” and “ask” prices for derivative instruments that are traded over the counter and not on
an exchange. While such OTC derivatives are and will be subject to increased regulation under the Dodd-Frank Act, the investor protections
and other regulations applicable to such OTC derivatives differ from those applicable to exchange-traded instruments. In addition, compared
with such exchange-traded instruments, the market for OTC derivatives is less liquid, and these derivative instruments, if used by the
Fund, may be difficult to value or involve the risk of mispricing or improper valuation, especially where the markets for such derivatives
instruments are illiquid and/or such derivatives involve complex structures, or where there is imperfect correlation between the value
of a derivative instrument and the underlying asset, reference rate or index.
Dodd-Frank Act and Other Derivatives Regulations
Title VII of the Dodd-Frank Act
establishes a general framework for systemic regulation of the over-the-counter derivatives market that has imposed or will impose mandatory
requirements, including,
12
but not limited to, those relating to clearing, exchange trading,
margin, registration, recordkeeping, reporting, disclosure, capital, business conduct and documentation. Although some of these requirements
(e.g., recordkeeping and documentation) apply directly to the Fund, the bulk of these new requirements,
a large number of which have already been implemented, apply directly to new categories of regulated market participants, such as “swap
dealers” (“SDs”) and “security based swap dealers” (“SBSDs”). While this
regulatory framework has rendered the derivatives market safer, it may significantly increase the costs of entering into derivatives transactions
for end-users of derivatives, such as the Fund. In particular, new margin requirements and capital charges, even when not directly applicable
to the Fund, may increase the pricing of derivatives transacted by the Fund. New exchange trading and trade reporting requirements and
position limits may lead to changes in the liquidity of derivative transactions, or higher pricing or reduced liquidity in the derivatives
markets, or the reduction of arbitrage opportunities for the Fund.
In addition to U.S. laws and regulations
relating to derivatives, certain non-U.S. regulatory authorities, such as those in the European Union, have passed or proposed, or may
propose in the future, legislation similar to that imposed by the Dodd-Frank Act. The regulatory changes in the European Union will impact
a broad range of counterparties, both outside and within the European Union, and are expected to potentially increase the cost of transacting
derivatives for the Fund (particularly with banks and other dealers directly subject to such regulations).
The SEC recently adopted Rule
18f-4 under the 1940 Act, which regulates the use of derivatives, short sales, reverse repurchase agreements and certain other transactions
for certain funds registered under the 1940 Act. Among other things, Rule 18f-4 requires funds that invest in derivative instruments beyond
a specified limited amount to apply a value-at-risk (“VaR”) based limit to their use of certain derivative instruments and
financing transactions and to adopt and implement a derivatives risk management program. Consequently, unless a fund qualifies as a “limited
derivatives user” as defined in Rule 8f-4, the fund has established a comprehensive derivatives risk management program to comply
with a VaR based leverage limit, appointed a derivatives risk manager and will provide additional disclosure both publicly and to the
SEC regarding its derivatives positions. If a fund qualifies as a limited derivatives user, Rule 18f-4 requires the fund to have policies
and procedures to manage its aggregate derivatives risk, which may require the fund to alter, perhaps materially, its use of derivatives,
short sales, and reverse repurchase agreements and similar financing transactions as part of its investment strategies. In connection
with the adoption of Rule 18f-4, the SEC also eliminated the asset segregation framework for covering derivatives and certain financial
instruments arising from SEC and staff guidance. Since the Fund is a “limited derivatives user,” the Fund has adopted and
implemented policies and procedures reasonably designed to manage the Fund’s derivatives risks, including counterparty risk, leverage
risk, liquidity risk, market risk, operational risk, and legal risk.
Counterparty Credit Risk
The Fund is subject to credit risk with respect to
the counterparties to its derivative contracts (whether a clearing corporation in the case of exchange-traded instruments or to its hedge
counterparty in the case of over-the-counter instruments). If a counterparty becomes bankrupt or otherwise fails to perform its obligations
under a derivative contract due to financial difficulties, the Fund may experience significant delays in obtaining any recovery under
the derivative contract in a dissolution, assignment for the benefit of creditors, liquidation, winding-up, bankruptcy or other analogous
proceeding. In the event of the insolvency of a counterparty to a derivative transaction, the derivative transaction would typically be
terminated at its fair market value. If the Fund is owed this fair market value upon the termination of the derivative transaction and
its claim is unsecured, the Fund will be treated as a general creditor of such counterparty, and will not have any claim with respect
to the underlying security. In this case, the Fund may obtain only a limited recovery or may obtain no recovery in such circumstances.
In addition, the business failure of a hedging counterparty with whom the Fund enters into a hedging transaction will most likely result
in its default, which may result in the loss of unrealized profits and force the Fund to cover its commitments, if any, at the then current
market price.
13
Investments in Real Estate
The Fund may invest a portion of its assets in public
and/or private debt investments and other real estate assets or real estate-related securities and obligations. The value of these debt
investments and whether and to what extent such investments perform as expected will depend, in part, on the prevailing conditions in
the market for real estate investment generally and, in particular, on the value of the underlying real estate asset collateral or real
estate-related companies to which such debt investments relate. The real estate industry is cyclical in nature, and a deterioration of
real estate fundamentals in the markets in which the Fund invests will have an adverse effect on the performance of the Fund’s
investments. The value of real estate assets and real estate-related investments can fluctuate for various reasons. Real estate values
can be seriously affected by interest rate fluctuations, changes in general and local economic conditions, bank liquidity, the availability
of financing, changes in environmental and zoning laws, overbuilding and increased competition, changes in supply and demand fundamentals,
an increase in property taxes, casualty or condemnation losses, bankruptcy or financial difficulty of a major tenant, regulatory limitations
on rent, increased mortgage defaults and the availability of mortgage funds which may render the sale or refinancing of properties difficult
or impracticable.
Reductions in value or cash flow could impair the Fund’s
ability to make distributions to Shareholders, adversely impact its ability to effectively achieve its investment objective and reduce
overall returns on investments.
Mortgage-Backed (or Mortgage-Related) Instruments
To the extent the Fund invests in mortgage-backed (or
mortgage-related) securities or other instruments, its exposure to certain legal and structural risks may be greater than with investments
in other fixed income instruments. For example, the rate of interest payable on mortgage-backed securities may be set or effectively capped
at the weighted average net coupon of the underlying assets themselves. As a result of this cap, the return to investors in such a security
would be dependent on the relative timing and rate of delinquencies and prepayments of mortgage loans bearing a higher rate of interest.
In addition, rising interest rates tend to extend the duration of certain mortgage-backed instruments, making them more sensitive to changes
in interest rates. Privately issued asset-backed and mortgage-backed instruments are typically not traded on an exchange and may have
a limited market. Without an active trading market, these instruments may be particularly difficult to value given the complexities in
valuing the underlying collateral. Unlike many mortgage-backed instruments issued or guaranteed by the U.S. government, its agencies and
instrumentalities, or a government-sponsored enterprise, asset-backed and mortgage-backed instruments issued by private issuers do not
have a government or government-sponsored enterprise guarantee and may, and frequently do, have less favorable collateral, credit risk
or other characteristics.
Commercial Mortgage-Backed Securities
The Fund may invest in pools or tranches of commercial
mortgage-backed securities (“CMBS” or “CMBS Interests”). The collateral underlying CMBS generally consists
of commercial mortgages or real property that have a multi-family or commercial use, such as retail space, office buildings, warehouse
property and hotels. CMBS are issued with varying structures, including senior and subordinated classes. The commercial mortgages underlying
CMBS generally have shorter maturities than residential mortgages, allow a substantial portion of the loan balance to be paid at maturity
and are usually non-recourse against the commercial borrower.
Unlike residential mortgage loans, most commercial mortgage
loans are not significantly amortized over the loans’ terms. Instead, with most commercial mortgage loans the bulk of the loan
balance is payable at maturity with a one-time payment, commonly known as a “balloon payment.” Full satisfaction of the
balloon payment by a commercial borrower is heavily dependent on the availability of subsequent financing, which can be negatively impacted
by a difficult credit environment. Usually, a commercial borrower will seek out another loan to satisfy the balloon payment on a commercial
mortgage loan. Therefore, full satisfaction of a commercial mortgage loan will be affected by a commercial borrower’s access to
credit. In certain situations, including during periods of credit distress, the unavailability of real estate financing may lead to default
by a commercial borrower. Commercial mortgage loans are usually non-recourse
14
in nature. Therefore, if a commercial borrower defaults on the commercial mortgage loan
underlying CMBS, the options for financial recovery are limited in nature. To the extent the underlying default rates with respect to
the loans comprising a pool or tranche of CMBS in which the Fund invests increase, the performance of the Fund investments related thereto
may be adversely affected. Default rates and losses on commercial mortgage loans underlying the CMBS will be affected by a number of factors,
including global, regional and local economic conditions in the area where the mortgage properties are located, the borrower’s
equity in the mortgage property and the financial circumstances of the borrower. A decline in specific commercial real estate markets
and property valuations may result in higher delinquencies and defaults. In the event of default, the lender will have no right to assets
beyond collateral attached to the commercial mortgage loan. In certain instances, a negotiated settlement or an amendment to the terms
of the commercial mortgage loan are the only options before an ultimate foreclosure on the commercial property. Foreclosure is costly
and often protracted by litigation and bankruptcy restrictions. The ultimate disposition of a foreclosed property may also yield a price
insufficient to cover the cost of the foreclosure process and the balance attached to the defaulted commercial mortgage loan. It may be
difficult for lenders to dispose of foreclosed commercial real estate without incurring substantial investment losses, ultimately leading
to a decline in the value of CMBS. There can be no guarantee that the Fund’s investments in CMBS will not be adversely affected
by such risks.
Residential Mortgage-Backed Securities
The Fund may invest from time to time in financing opportunities
relating to certain residential real estate assets or portfolios thereof, including residential mortgage-backed securities (“RMBS”).
In such circumstances, the performance of such investments may become increasingly susceptible to adverse changes in prevailing economic
and employment conditions in the United States and the other jurisdictions where such properties are located. Any downturn in the U.S.
or global economies may adversely affect the financial condition of residential owners and tenants, making it more difficult for them
to meet their periodic repayment obligations relating to certain residential real estate properties, which could adversely impact the
Fund’s investments. In addition, there can be no assurance that the Fund will be able to effectively partner with suitable operating
partners and third parties in connection with its residential real estate-related investment activities, which may impact the Fund’s
ability to effectively identify and consummate such investments.
Investments in Real Estate Loans
While the Fund intends to invest primarily in “performing”
real estate debt securities, real estate loans underlying the securities acquired by the Fund may be non-performing at the time of their
acquisition and/or may become non-performing following their acquisition for a wide variety of reasons. Such non-performing real estate
loans may require a substantial amount of workout negotiations and/or restructuring, which may entail, among other things, a substantial
reduction in the interest rate and a substantial writedown of the principal of such loan. However, even if a restructuring were successfully
accomplished, a risk exists that, upon maturity of such real estate loan, replacement “takeout” financing will not be available.
Purchases of participations in real estate loans raise many of the same risks as investments in real estate loans and also carry risks
of illiquidity and lack of control.
Prepayment of Obligations
Early repayment of loans acquired by the Fund may adversely
affect the value of the Fund’s investment portfolio. The Fund may purchase loans where the underlying borrowers are not subject
to any prepayment penalties, even if a borrower determines to prepay the obligation early during the term of the loan. Similarly, the
Fund may invest in loans and other assets secured or, in the case of certain assets (including mezzanine loans and preferred equity),
supported by transitional real estate assets, where significant improvement in the performance of such assets may result in prepayments
as other, less expensive or restrictive financing alternatives become available to the borrower. In either case, prepayment rates cannot
be predicted with certainty, and no strategy can completely insulate the Fund from increases in such rates. Furthermore, the Fund may
acquire debt at a discount or premium, and the Fund’s anticipated yield on such assets would be impacted if such debt is prepaid
more quickly than anticipated. Under certain
15
prepayment scenarios, the Fund may fail to recoup fully the cost of its investment. While
the Fund may be entitled to fees upon prepayment, such fees may not adequately compensate the Fund as the functional equivalent of a “make
whole” payment, and, in certain cases, the Fund may not be entitled to prepayment fees at all.
Collateralized Loan Obligations and Other Securitizations
The Fund may invest in CLOs and other securitizations,
which are generally limited recourse obligations of the issuer (“Securitization Vehicles”) payable solely from the underlying
assets (“Securitization Assets”) of the issuer or proceeds thereof. Holders of equity or other securities issued by Securitization
Vehicles must rely solely on distributions on the Securitization Assets or proceeds thereof for payment in respect thereof. Consequently,
the Fund will typically not have any direct rights against the issuer of, or the entity that sold, assets underlying the securitization.
The Securitization Assets may include, without limitation, broadly syndicated leverage loans, middle-market bank loans, CDO debt tranches,
trust preferred securities, insurance surplus notes, asset-backed securities, mortgages, REITs, high-yield bonds, mezzanine debt, second-lien
leverage loans, credit default swaps and emerging market debt and corporate bonds, which are subject to liquidity, market value, credit,
interest rate, reinvestment and certain other risks.
Underlying Default Risks
To the extent underlying default rates with respect
to the Securitization Assets occur or otherwise increase, the performance of the Fund’s investments will be adversely affected.
The rate of defaults and losses on debt instruments will be affected by a number of factors, including global, regional and local economic
conditions in the area where the borrower operates, the financial circumstances of the borrower as well as general market conditions.
A decline in global markets (or any particular sub-market thereof) may result in higher delinquencies and/or defaults as borrowers may
not be able to repay or refinance their outstanding debt obligations when due for a variety of reasons, which may adversely affect the
performance of the Fund’s investments. In addition, such investments may be subject to the risk of bankruptcy of the issuer of
such assets or a claim that the pledging of collateral to secure any such asset constituted a fraudulent conveyance or preferential transfer
that can be subordinated to the rights of other creditors of the issuer of such asset or nullified under applicable law.
Failure to Satisfy Certain Tests
The failure by a Securitization Vehicle to satisfy financial
covenants, including with respect to adequate collateralization and/or interest coverage tests, could lead to a reduction in its payments
to the Fund. In the event that a Securitization Vehicle fails certain tests, holders of senior debt tranches may be entitled to additional
payments that would, in turn, reduce the payments the Fund would otherwise be entitled to receive. Separately, the Fund may incur expenses
to the extent necessary to seek recovery upon default or to negotiate new terms, which may include the waiver of certain financial covenants,
with a defaulting Securitization Vehicle. If any of these occur, it could materially and adversely affect the return on the Fund’s
investments.
Leveraged Credit Risk
The Fund’s investments in securitizations may
also be subject to leverage risks. The leveraged nature of CLOs, in particular, magnifies the adverse impact of loan defaults. Because
CLO investments represent a leveraged investment with respect to the underlying loans, changes in the market value of CLO investments
could be greater than the change in the market value of the underlying loans, which are subject to credit, liquidity and interest rate
risks.
Liquidity Risk
Certain debt tranches of Securitization Vehicles may
be thinly traded or have a limited trading market and may have the effect of decreasing the Fund’s liquidity to the extent that
the Fund, at a particular point in time, may be unable to find qualified buyers for, and may have difficulty valuing, these securities.
16
Prepayments and Reinvestment Risk
The Fund’s investments in
securitizations and the Securitization Assets that collateralize them may prepay more quickly than expected and have an impact on the
value of the Fund’s investments. See “Prepayment of Obligations” above. Early prepayments give rise to increased
reinvestment risk, as the Fund or a CLO collateral manager might realize excess cash from prepayments earlier than expected. If the Fund
or a CLO collateral manager is unable to reinvest such cash in a new investment with an expected rate of return at least equal to that
of the investment repaid, this may reduce net income and the fair value of that asset.
Reliance on Collateral Managers
Securitization Assets are typically
actively managed by a third-party investment manager, and, as a result, the Securitization Assets will be traded, subject to rating agency
and other constraints, by such investment manager. With respect to CLOs, the Fund is expected to rely on CLO collateral managers to administer
and review the portfolios of collateral they manage. The actions of the CLO collateral managers may significantly affect the performance
of the Fund’s investments. The ability of each CLO collateral manager to identify and report on issues affecting its securitization
portfolio on a timely basis could also affect the returns to the Fund, as the Fund may not be provided with information on a timely basis
in order to take appropriate measures to manage its risks. The Fund is also expected to rely on CLO collateral managers to act in the
best interests of the CLO it manages. If any CLO collateral manager were to act in a manner that was not in the best interests of the
CLOs (i.e., gross negligence, with reckless disregard or in bad faith), this could adversely impact
the overall performance of the Fund’s investments. For securitizations with corporate loans, the collateral manager’s role
in reinvestment of principal amortization in performing credits and with respect to loans that default, as well as its ability to actively
manage the portfolio through trading, will have a significant impact on the value of the underlying collateral and the performance of
its securitization. If the collateral manager reinvests proceeds into loans which then default, does not sell loans before such loans
default close to the original purchase price or does not effectively contribute to a restructuring process to maximize value of the loan
the securitization owns, the collateral manager could materially and adversely impact the Fund’s investments.
Failure of Servicers to Effectively Service Loans
The failure of servicers to effectively service the loans
underlying certain of the Fund’s investments would materially and adversely affect the Fund. Most securitizations of loans require
a servicer to manage collections on each of the underlying loans. Both default frequency and default severity of loans may depend upon
the quality of the servicer. If servicers are not vigilant in encouraging borrowers to make their monthly payments, the borrowers may
be far less likely to make these payments, which could result in a higher frequency of default. If servicers take longer to liquidate
non-performing assets, loss severities may tend to be higher than originally anticipated. The failure of servicers to effectively service
the receivables underlying such assets could negatively impact the value of the Fund’s investments and its performance. Servicer
quality is of prime importance in the default performance of certain personal loans. Servicers may go out of business, which would require
a transfer of servicing to another servicer. Such transfers take time and loans may become delinquent because of confusion or lack of
attention. Servicers may be required to advance interest on delinquent loans to the extent the servicer deems those advances recoverable.
In the event the servicer does not advance, interest may be interrupted even on more senior securities. Servicers may also advance more
than is in fact recoverable once a defaulted loan is disposed, causing losses to be greater than the outstanding principal balance of
that loan.
Hedging and Risk Management Transactions; Currency Risks
The Fund may, but is not required to, utilize financial
instruments for hedging and risk management purposes in order to: (a) protect against possible changes in the market value of the Fund’s
investment portfolios resulting from fluctuations in the securities markets and changes in interest rates, (b) protect the Fund’s
unrealized gains in the value of the Fund’s investment portfolios, (c) facilitate the sale of any such investments, (d) preserve
returns, spreads or gains on any investment in the Fund’s portfolios, (e) hedge the interest rate or currency exchange rate on
any of the Fund’s liabilities or assets, (f) protect against
17
any increase in the price of any investments the Fund anticipates purchasing at a later
date, or (g) for any other similar reason that the Adviser deems appropriate. The success of the Fund’s hedging strategy will be
subject to the Adviser’s ability to correctly assess the degree of correlation between the performance of the instruments used
in the hedging strategy and the performance of the investments in the portfolio being hedged and the Adviser’s ability to continually
recalculate, readjust and execute hedges in an efficient and timely manner. The successful utilization of hedging and risk management
transactions requires skills complementary to those needed in the selection of the Fund’s portfolio holdings. Regardless of skill,
there can be no guarantee that instruments suitable for hedging purposes will be available at the time the Fund wishes to use them or
that any hedge would reduce applicable risks. For example, Oaktree does not expect that the full risk of currency fluctuations can be
eliminated due to the limitations in the foreign currency market. Foreign currency exchange rates (or prices in currencies) can make substantial
moves in short periods of time and in unanticipated directions due to a number of factors, including changing supply and demand relationships;
fiscal, monetary and exchange control programs and policies of governments; national and international political and economic events;
government trade programs; changes in interest rates and rates of inflation; changes in currency valuations; and technical fluctuations
of the marketplace. Because a material portion of the Fund’s investments may be denominated in or rely upon underlying cash flows
denominated in currencies other than the U.S. dollar, such changes could have a significant adverse impact on the Fund. Finally, while
the Fund may enter into hedging transactions to seek to reduce risk, such transactions themselves may entail certain other risks, such
as unanticipated changes in interest rates, the prices of investments or currency exchanges, which may result in a poorer overall performance
for the Fund than if it had not engaged in such hedging transactions.
Exclusive Forum
Our Bylaws provide that, unless the Fund consents in
writing to the selection of an alternative forum, the Circuit Court for Baltimore City (or, if that Court does not have jurisdiction,
the United States District Court for the District of Maryland, Northern Division) shall, to the fullest extent permitted by law, be the
sole and exclusive forum for ((a) any Internal Corporate Claim, as such term is defined in the MGCL, (b) any derivative action or proceeding
brought on behalf of the Fund, other than actions arising under United States federal securities laws, (c) any action asserting a claim
of breach of any duty owed by any director or officer or other agent of the Fund to the Fund or to the stockholders of the Fund, (d) any
action asserting a claim against the Fund or any director or officer or other agent of the Fund arising pursuant to any provision of the
MGCL or the Charter or Bylaws, or (e) any other action asserting a claim against the Fund or any director or officer or other agent of
the Fund that is governed by the internal affairs doctrine. None of the foregoing actions, claims or proceedings may be brought in any
court sitting outside the State of Maryland unless the Fund consents in writing to such court. The exclusive forum selection provision
will not apply to claims arising under the federal securities laws, or any other claim for which the federal courts have exclusive jurisdiction.
The exclusive forum selection provision may increase costs for a Shareholder to bring a claim and may discourage claims or limit Shareholders’
ability to bring a claim in a judicial forum that they find favorable. It is also possible that a court could rule that the provision
is inapplicable or unenforceable. If this occurred, we may incur additional costs associated with resolving such action in another forum,
and/or the other forum may incorrectly apply or interpret the applicable Maryland law (in a manner that is adverse to us), which could
materially adversely affect our business, financial condition and results of operations.
Highly Volatile Markets
The prices of the Fund’s investments can be
highly volatile. Governments from time to time intervene, directly and by regulation, in certain markets. Such intervention often is intended
directly to influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction because
of, among other things, interest rate fluctuations. The Fund also is subject to the risk of the failure of any exchanges on which its
positions trade or of their clearinghouses. In addition, because of the nature of the Fund’s trading activities, the results of
the Fund’s operations may fluctuate on a daily basis.
18
Accordingly, investors in the Fund should understand that the results of a particular period
will not necessarily be indicative of results in future periods. Variance in the degree of volatility of the market from the Fund’s
expectations may produce significant losses to the Fund.
High Portfolio Turnover
The different strategies used by the Fund may, from time
to time, require frequent trading and a high portfolio turnover. The more frequently the Fund trades, the higher the commission and transaction
costs and certain other expenses involved in the Fund’s operations. These costs will be borne by the Fund regardless of the profitability
of the Fund’s investment and trading activities. In addition, a high portfolio turnover may increase the recognition of short-term,
rather than long-term, capital gains.
INVESTMENT RESTRICTIONS
The following are fundamental investment restrictions
of the Fund and may not be changed without the approval of the holders of a majority of the Fund’s outstanding voting securities
(which for this purpose and under the 1940 Act, means the lesser of (i) 67% or more of the Fund’s voting securities present
at a meeting at which more than 50% of the Fund’s outstanding voting securities are present or represented by proxy or (ii) more
than 50% of the Fund’s outstanding voting securities). Except as otherwise noted, all percentage limitations set forth below apply
immediately after a purchase and any subsequent change in any applicable percentage resulting from market fluctuations does not require
any action. The Fund’s fundamental policies are as follows:
(1)
Borrowing
Money. The Fund will not borrow money, except to the extent permitted under the 1940 Act, as such may be
interpreted or modified by regulatory authorities having jurisdiction, from time to time.
(2)
Senior
Securities. The Fund will not issue senior securities, except to the extent permitted under the 1940 Act,
as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time.
(3)
Underwriting. The
Fund will not act as an underwriter of securities within the meaning of the 1933 Act, except to the extent permitted under the 1940 Act,
as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time.
(4)
Concentration. The
Fund will not “concentrate” its investments in an industry. The Fund would “concentrate” its investments if
more than 25% of the Fund’s total assets would be invested in securities of issuers conducting their principal business activities
in the same industry or group of industries.
(5)
Real
Estate. The Fund will not purchase or sell real estate.
(6)
Commodities. The
Fund will not purchase or sell commodities, except to the extent permitted under the 1940 Act, as such may be interpreted or modified
by regulatory authorities having jurisdiction, from time to time.
(7)
Loans. The
Fund will not make loans to other persons, except to the extent permitted under the 1940 Act, as such may be interpreted or modified by
regulatory authorities having jurisdiction, from time to time.
The Board has adopted a repurchase offer fundamental
policy resolution setting forth the Fund’s fundamental policy that it will conduct quarterly repurchase offers. This fundamental
policy may be changed only with the approval of a majority of the Fund’s outstanding voting securities, including a majority of
any holders of preferred shares voting separately as a class. The Fund is required to offer to repurchase between 5% and 25% of its outstanding
Shares with each repurchase offer
In addition, the Fund has adopted the following fundamental
policies with respect to repurchase offers, which may not be changed without the approval of the holders of a majority of the Fund’s
outstanding
19
voting securities (which for this purpose and under the 1940 Act, means the lesser of
(i) 67% or more of the Fund’s voting securities present at a meeting at which more than 50% of the Fund’s outstanding voting
securities are present or represented by proxy or (ii) more than 50% of the Fund’s outstanding voting securities).
a.
The Fund will make quarterly repurchase
offers pursuant to Rule 23c-3 under the 1940 Act, as it may be amended from time to time.
b.
The Fund will repurchase shares
that are tendered by a specific date (the “Repurchase Request Deadline”), which will be established by the Board in accordance
with Rule 23c-3, as amended from time to time. Rule 23c-3 requires the Repurchase Request Deadline to be no less than 21 and no more than
42 days after the Fund sends notification to Shareholders of the repurchase offer.
c.
There will be a maximum fourteen
(14) calendar day period (or the next business day if the 14th calendar day is not a business day) between the Repurchase Request Deadline
and the date on which the Fund’s net asset value (“NAV”) applicable to the repurchase offer is determined (the “Repurchase
Pricing Date”).
20
MANAGEMENT OF THE FUND
Directors and Officers
The business and affairs of the Fund are managed under
the direction of the Board of Directors. The Board of Directors approves all significant agreements between the Fund and the companies
that furnish the Fund with services, including agreements with the Adviser, the Fund’s Custodian and the Fund’s Transfer
Agent. The day-to-day operations of the Fund are delegated to the Adviser, subject to the supervision of the Board of Directors.
The names and business addresses of the Directors and
principal officers of the Fund are set forth in the following table, together with their positions and their principal occupations during
the past five years and, in the case of the Directors, their positions with certain other organizations and companies.
| |
Name, position(s), address (1) and year of birth |
| |
Term of office
and length of time served (5) |
| |
Number of
funds in Fund Complex overseen by Director (2) |
| |
Principal occupation(s) during past five years |
| |
Other
directorships held by director during past five years (4) |
|
| | INDEPENDANT DIRECTORS: (3) |
| ||||||||||||
| | Edward A. Kuczmarski
Director and Independent Chair of the Board, Member of the Audit Committee, Member of the Nominating and Compensation Committee Born: 1949 |
| |
Since 2021 |
| |
9 |
| | Retired. | | | Director/Trustee of several investment companies advised by the Adviser (2011 – Present). | |
| | Stuart A. McFarland Director, Member of the Audit Committee, Member of the Nominating and Compensation Committee Born: 1947 |
| |
Since 2021 |
| |
9 |
| | Managing Partner of Federal City Capital Advisors (1997 – 2021). | | | Director/Trustee of several investment companies advised by the Adviser (2006 – Present); Director of Drive Shack Inc. (formerly, New Castle Investment Corp.) (2000 – Present); Lead Independent Director of New America High Income Fund (2013 – Present); Director of New Senior Investment Group, Inc. (2014 – 2021); Director of Steward Partners (2017 – 2021). | |
21
| |
Name, position(s), address (1) and year of birth |
| |
Term of office
and length of time served (5) |
| |
Number of
funds in Fund Complex overseen by Director (2) |
| |
Principal occupation(s) during past five years |
| |
Other
directorships held by director during past five years (4) |
|
| | Heather S. Goldman Director, Member of the Audit Committee, Chair of the Nominating and Compensation Committee Born: 1967 |
| |
Since 2021 |
| |
9 |
| | CFO of My Flex Inc. an EQBR company (2022 – Present). | | | Director/Trustee of several investment companies advised by the Adviser (2013 – Present); CEO Board Director of Gesher USA (2015 – Present); Trustee of Nevada Museum of Art (2016 – 2018); Member of the Honorary Board of University Settlement House (2014 – Present); Co-founder, CEO and Chair of Capstak, Inc. (2014 – 2018). | |
| | William H. Wright II
Director, Chair of the Audit Committee, Member of the Nominating and Compensation Committee Born: 1960 |
| |
Since 2021 |
| |
9 |
| | Retired. | | | Director/Trustee of several investment companies advised by the Adviser (2020 – Present); Director of Alcentra Capital Corporation (1940 Act BDC) (2018 – 2019); Advisory Director of Virtus Global Dividend & Income Fund, Virtus Global Multi-Sector Income Fund, Virtus Total Return Fund and Duff & Phelps Select Energy MLP Fund (2013 – 2019); Director of the Carlyle Group, TCG BDC I, Inc., TCG BDC II, Inc. and Carlyle Secured Lending III (2021 – Present). | |
(1)
Address: Brookfield Place, 250
Vesey Street, 15th Floor, New York, New York, 10281-1023, unless otherwise noted.
(2)
The Fund Complex is comprised
of the Fund, Brookfield Investment Funds (six series of underlying portfolios), Brookfield Real Assets Income Fund Inc. and Center Coast
Brookfield MLP & Energy Infrastructure Fund.
(3)
Directors who are not considered
to be “interested persons” of the Fund as defined in the 1940 Act are considered to be “Independent Directors.”
(4)
This column includes only directorships
of companies required to report to the SEC under the 1934 Act, (i.e., public companies) or other
investment companies registered under the 1940 Act.
(5)
The term of office of Independent
Directors is indefinite.
22
| |
Name, position(s), address (1) and year of birth |
| |
Term of office
and length of time served (5) |
| |
Number of
funds in Fund Complex overseen by Director (2) |
| |
Principal occupation(s) during past five years |
| |
Other directorships held by director during past five years |
|
| | INTERESTED DIRECTORS/ OFFICERS: |
| | | | | ||||||||
| | David W. Levi Director Born: 1971 |
| |
Since 2021 |
| |
9 |
| | Chief Executive Officer of PSG (2019 – Present); Head of Brookfield Oaktree Wealth Solutions (2021 – Present); President of the Adviser (2016 – 2019); Managing Partner of Brookfield (2015 – Present). | | | Director/Trustee of several investment companies advised by PSG (2017 – Present). | |
| | Brian F. Hurley President Born: 1977 |
| |
Since 2021 |
| |
N/A |
| | President of several investment companies advised by PSG (2014 – Present); Managing Director (2014 – Present); and General Counsel of the Adviser (2017 – Present); Managing Partner of Brookfield (2016 – Present); Director of Brookfield Soundvest Capital Management (2015 – 2018). | | | N/A | |
| | Casey P. Tushaus Treasurer Born: 1982 |
| |
Since 2021 |
| |
N/A |
| | Treasurer of several investment companies advised by the Adviser (2021 – Present); Assistant Treasurer of several investment companies advised by the Adviser (2016 – 2021); Director of the Adviser (2021 – Present); Vice President of the Adviser (2014 – 2021). | | | N/A | |
23
| |
Name, position(s), address (1) and year of birth |
| |
Term of office
and length of time served (5) |
| |
Number of
funds in Fund Complex overseen by Director (2) |
| |
Principal occupation(s) during past five years |
| |
Other directorships held by director during past five years |
|
| | Craig A. Ruckman Secretary Born: 1977 |
| |
Since 2022 |
| |
N/A |
| | Secretary of several investment companies advised by the Adviser (November 2022 – Present); Managing Director of the Adviser (October 2022 – Present); Director of Allianz Global Investors U.S. Holdings LLC (2016 – 2022); Assistant Secretary of 63 funds in the Allianz Global Investors Fund Complex (2017 – 2020); and Chief Legal Officer of Allianz Global Investors Distributors LLC (2019 – 2022). | | | N/A | |
| | Adam R. Sachs Chief Compliance Officer (“CCO”) Born: 1984 |
| |
Since 2021 |
| |
N/A |
| | CCO of several investment companies advised by the Adviser (2017 – Present); Director of the Adviser (2017 – Present); CCO of Brookfield Public Securities Group (Canada) LLC (2017 – Present). | | | N/A | |
| | Mohamed S. Rasul Assistant Treasurer Born: 1981 |
| |
Since 2021 |
| |
N/A |
| | Assistant Treasurer of several investment companies advised by PSG (2016 – Present); Vice President of the Adviser (2019 – Present); Assistant Vice President of the Adviser (2014 – 2019). | | | N/A | |
(1)
Address: Brookfield Place, 250
Vesey Street, 15th Floor, New York, New York, 10281-1023, unless otherwise noted.
(2)
The Fund Complex is comprised
of the Fund, Brookfield Investment Funds (six series of underlying portfolios), Brookfield Real Assets Income Fund Inc. and Center Coast
Brookfield MLP & Energy Infrastructure Fund.
?
(3)
This column
includes only directorships of companies required to report to the SEC under the Securities and Exchange Act of 1934 (the “1934
Act”), (i.e., public companies) or other investment companies registered under the 1940
Act.
24
Additional Information Concerning the Board of Directors
The role of the Board
The Board provides oversight of the management and operations
of the Fund. As is the case with virtually all investment companies (as distinguished from operating companies), the day-to-day management
and operation of the Fund is the responsibility of various service providers to the Fund, such as the Fund’s investment adviser
and administrator, custodian, and transfer agent, each of whom are discussed in greater detail in this SAI. The Board approves all significant
agreements between the Fund and its service providers. The Board has appointed senior employees of the Administrator as officers of the
Fund, with responsibility to monitor and report to the Board on the Fund’s day-to-day operations. In conducting this oversight,
the Board receives regular reports from these officers and service providers regarding the Fund’s operations. The Board has appointed
a Chief Compliance Officer who administers the Fund’s compliance program and regularly reports to the Board as to compliance matters.
Some of these reports are provided as part of formal “Board meetings” which are typically held quarterly, in person, and
involve the Board’s review of recent Fund operations. From time to time, one or more members of the Board may also meet with management
in less formal settings, between scheduled “Board meetings,” to discuss various topics. In all cases, however, the role
of the Board and of any individual Director is one of oversight and not of management of the day-to-day affairs of the Fund and its oversight
role does not make the Board a guarantor of the Fund’s investments, operations, or activities.
Board leadership structure
The Board has structured itself in a manner that it believes
allows it to perform its oversight function effectively. It has established three standing committees, an Audit Committee, a Nominating
and Compensation Committee, and a Qualified Legal Compliance Committee (the “QLCC”) (collectively, the “Committees”),
which are discussed in greater detail below. Currently, five of the six members of the Board, including the Chairman of the Board, are
Independent Directors, which are Directors that are not affiliated with the Adviser, Administrator, or its affiliates, and each of the
Audit Committee, Nominating and Compensation Committee, and QLCC are comprised entirely of Independent Directors. Each of the Independent
Directors helps identify matters for consideration by the Board and the Chairman has an active role in the agenda-setting process for
Board meetings. The Audit Committee Chairman also has an active role in the agenda-setting process for the Audit Committee meetings. The
Fund’s Board has adopted Fund Governance Policies and Procedures to ensure that the Board is properly constituted in accordance
with the 1940 Act and to set forth examples of certain of the significant matters for consideration by the Board and/or its Committees
in order to facilitate the Board’s oversight function.
The Board has determined that its leadership structure
is appropriate. In addition, the Board also has determined that the structure, function, and composition of the Committees are appropriate
means to provide effective oversight on behalf of Fund Shareholders. The Independent Directors have engaged their own independent counsel
to advise them on matters relating to their responsibilities to the Fund.
Board oversight of risk management
As part of its oversight function, the Board receives
and reviews various risk management reports and assessments and discusses these matters with appropriate management and other personnel.
Because risk management is a broad concept comprised of many elements, Board oversight of different types of risks is handled in different
ways. For example, the full Board receives and reviews reports from senior personnel of the Adviser and Administrator (including senior
compliance, financial reporting, and investment personnel) or their affiliates regarding various types of risks, including, but not limited
to, operational, compliance, investment, and business continuity risks, and how they are being managed. From time to time, the full Board
meets with the Fund’s Chief Compliance Officer to discuss compliance risks relating to the Fund, the Adviser, and the Fund’s
other service providers. The Audit Committee supports the Board’s oversight of risk management in a variety of ways, including
meeting regularly with the Fund’s Treasurer and with the Fund’s independent registered public accounting firm and, when
appropriate, with other personnel employed by the Adviser to discuss, among other things, the internal control structure of the Fund’s
financial reporting function and compliance with the requirements of the Sarbanes-Oxley Act
25
of 2002. The Audit Committee also meets regularly with the Fund’s Chief Compliance
Officer to discuss compliance and operational risks and receives reports from the Adviser’s internal audit group as to these and
other matters.
Information about each Director’s qualifications,
experience, attributes, or skills
The Board believes that each of the Directors has the
qualifications, experience, attributes, and skills (“Director Attributes”) appropriate to serve as a Director of the Fund
in light of the Fund’s business and structure. Certain of these business and professional experiences are set forth in detail in
the table above. The Directors have substantial board experience or other professional experience and have demonstrated a commitment to
discharging their oversight responsibilities as Directors. The Board, with the assistance of the Nominating and Compensation Committee,
annually conducts a “self-assessment” wherein the performance of the Board and the effectiveness of the Board and the Committees
are reviewed.
In addition to the information provided in the table
above, below is certain additional information regarding each particular Director and certain of their Director Attributes. The information
provided below, and in the table above, is not all-inclusive. Many Director Attributes involve intangible elements, such as intelligence,
integrity and work ethic, the ability to work together, the ability to communicate effectively, the ability to exercise judgment, the
ability to ask incisive questions, and commitment to shareholder interests. In conducting its self-assessment, the Board has determined
that the Directors have the appropriate attributes and experience to serve effectively as Directors of the Fund.
Edward
A. Kuczmarski. Mr. Kuczmarski has financial accounting experience as a Certified Public Accountant. He also currently serves
on the board of directors/trustees for several other investment management companies. In serving on these boards, Mr. Kuczmarski has come
to understand and appreciate the role of a director and has been exposed to many of the challenges facing a board and the appropriate
ways of dealing with those challenges. Mr. Kuczmarski serves as Chair of the Board of Directors, and is a member of the Nominating and
Compensation Committee and the Audit Committee.
Heather
S. Goldman. Ms. Goldman has extensive experience in executive leadership, business development and marketing of investment
vehicles similar to those managed by the Adviser. Ms. Goldman is a capital markets financial services and tech executive, who over a twenty-plus
year career has worked in a senior capacity across a diverse array of firms in the private equity, investment management and commercial
banking industries. She is currently CFO of My Flex, Inc., an EQBR company, a technology provider of Web 3.0 commercial solutions for
enterprise. Previously, Ms. Goldman served as head of global marketing for the Adviser, and as such has extensive knowledge of the Adviser,
its operations, and personnel. She also has experience working in other roles for the parent company of the Adviser. Prior to working
with the Adviser, and for nearly five years, she acted as CEO and Chair, co-founding and managing Capital Thinking, a financial services
risk-management technology company in New York. Ms. Goldman is a member of the Audit Committee and is Chair of the Nominating and Compensation
Committee.
Stuart A. McFarland. Mr.
McFarland has extensive experience in executive leadership, business development and operations, corporate restructuring, and corporate
finance. He previously served in senior executive management roles in the private sector, including serving as the Executive Vice President
and Chief Financial Officer of Fannie Mae and as the Executive Vice President and General Manager of GE Capital Mortgage Services, Corp.
Mr. McFarland currently serves on the board of directors/trustees for various other investment management companies and non-profit entities,
and is the Managing Partner of Federal City Capital Advisors. Mr. McFarland is a member of the Audit Committee and the Nominating and
Compensation Committee.
William
H. Wright II. Mr. Wright has extensive experience in executive leadership, investment banking and corporate finance. He
previously served as a Managing Director of Morgan Stanley until his retirement in 2010, having joined the firm in 1982. During his career
in investment banking at Morgan Stanley, Mr. Wright headed the corporate finance execution group, where he was responsible for leading
and coordinating teams in the execution of complex equity offerings for multinational corporations. Following his career in investment
banking. Mr. Wright served on the board of directors/trustees for various
26
other investment management companies and non-profit entities. Mr.
Wright serves as Chair of the Audit Committee and is a member of the Nominating and Compensation Committee.
David
W. Levi. David Levi is a Managing Partner at Brookfield, Head of Brookfield Oaktree Wealth Solutions and Chief Executive
Officer of Brookfield’s Public Securities Group. He has over 27 years of industry experience in asset management. Mr. Levi’s
background includes extensive strategy-related, client-facing and business development experience globally within both the institutional
and high net worth markets. Prior to joining the Adviser in 2014, Mr. Levi was Managing Director and Head of Global Business Development
at Nuveen Investments, after holding similar positions at AllianceBernstein Investments and Legg Mason and senior strategy roles within
J.P. Morgan Asset Management. Mr. Levi was a Fellow of the 2019 class of the Aspen Finance Leaders Fellowship, is a member of the Aspen
Global Leadership Network, and holds the Chartered Financial Analyst®
designation. He earned a Master of Business Administration degree from Columbia University and a Bachelor of Arts degree from Hamilton
College. His position of responsibility at the Adviser, in addition to his knowledge of the firm and experience in financial services,
has been determined to be valuable to the Board in its oversight of the Fund.
Board Committees
The Fund established the following three standing committees
and the membership of each committee to assist in its oversight functions, including its oversight of the risks the Fund faces: the Audit
Committee, the QLCC, and the Nominating and Compensation Committee. There is no assurance, however, that the Board’s committee
structure will prevent or mitigate risks in actual practice. The Fund’s committee structure is specifically not intended or designed
to prevent or mitigate the Fund’s investment risks. The Fund is designed for investors that are prepared to accept investment risk,
including the possibility that unforeseen risks may emerge in the future.
Audit Committee
The Audit Committee is comprised
of Messrs. Wright, Kuczmarski, McFarland and Ms. Goldman. It does not include any interested Directors. The Audit Committee meets regularly
with respect to the various series of the Fund. The principal functions of the Audit Committee are to review the Fund’s audited
financial statements, to select the Fund’s independent auditors, to review with the Fund’s auditors the scope and anticipated
costs of their audit, and to receive and consider a report from the auditors concerning their conduct of the audit, including any comments
or recommendations they might want to make in connection therewith. During the Fund’s current fiscal year ended December 31, 2022,
the Audit Committee held four Committee meetings.
The Audit Committee also serves
as the QLCC for the Fund for the purpose of compliance with Rules 205.2(k) and 205.3(c) of the Code of Federal Regulations, regarding
alternative reporting procedures for attorneys retained or employed by an issuer who appear and practice before the SEC on behalf of the
issuer (the “issuer attorneys”). An issuer’s attorney who becomes aware of evidence of a material violation by the
Fund, or by any officer, Director, employee, or agent of the Fund, may report evidence of such material violation to the QLCC as an alternative
to the reporting requirements of Rule 205.3(b) (which requires reporting to the chief legal officer and, potentially, “up the ladder”
to other entities). The QLCC meets as needed, and did not meet during the current fiscal year ended December 31, 2022.
Nominating and Compensation Committee
The Nominating and Compensation
Committee is comprised of Messrs. Kuczmarski, McFarland and Wright and Ms. Goldman. The function of the Fund’s Nominating and Compensation
Committee is to recommend candidates for election to its Board as Independent Directors. The Fund’s Nominating and Compensation
Committee evaluates each candidate’s qualifications for Board membership and their independence from the Adviser and other principal
service providers. The Nominating and Compensation Committee will consider nominees recommended by Shareholders who, separately or as
a group, own at least one percent of the Fund’s shares. The Nominating and Compensation Committee held four meetings during the
current fiscal year ended December 31, 2022.
27
Board Meetings
The Fund’s Board held four
regular meetings during the current fiscal year ended December 31, 2022. During the current fiscal year, each Director attended at least
75% of the aggregate of the meetings of the Fund’s Board of Directors. The Fund’s Fund Governance Policies and Procedures
provide that the Chairman of the Board, who is elected by the Independent Directors, will preside at each executive session of the Board,
or if one has not been designated, the chairperson of the Nominating and Compensation Committee shall serve as such.
Beneficial Ownership of Shares Held in the Fund and the
Family of Investment Companies for Each Director
Set forth in the table below is the dollar range of
equity securities in the Fund beneficially owned by each Director and the aggregate dollar range of equity securities in the Fund Complex
beneficially owned by each Director.
?
|
Name of Director |
| |
Aggregate
dollar range of equity securities held in the Fund* (1) |
| |
Aggregate
dollar range of equity securities held in the Fund Complex* (1) (2) |
| ||||||
| Interested Director: | | ||||||||||||
|
David W. Levi |
| | | | A | | | | | | A | | |
| Independent Director: | | ||||||||||||
|
Heather S. Goldman |
| | | | A | | | | | | B | | |
|
Edward A. Kuczmarski |
| | | | A | | | | | | E | | |
|
Stuart A. McFarland |
| | | | A | | | | | | E | | |
|
William H. Wright II |
| | | | A | | | | | | A | | |
| | | ||||||||||||
|
*
Key to Dollar Ranges
|
| ||||||||||||
|
A.
None
|
| ||||||||||||
|
B.
$1 – $10,000
|
| ||||||||||||
|
C.
$10,001 – $50,000
|
| ||||||||||||
|
D.
$50,001 – $100,000
|
| ||||||||||||
|
E.
Over $100,000
|
| ||||||||||||
| All shares were valued as of December 31, 2022. | | ||||||||||||
?
(1)
This information
has been furnished by each Director as of December 31, 2022. “Beneficial Ownership” is determined in accordance with Rule
16a-1(a)(2) of the 1934 Act.
?
(2)
The aggregate
dollar range of equity securities owned by each Director of the Fund and of all funds overseen by each Director in each of Brookfield’s
and Oaktree’s family of investment companies (the “Fund Complex”) as of December 31, 2022. As of the date of this
SAI the Fund Complex is comprised of the Fund, Brookfield Investment Funds (6 series of underlying portfolios), Brookfield Real Assets
Income Fund Inc. and Center Coast Brookfield MLP & Energy Infrastructure Fund.
As of December 31, 2022, none
of the Independent Directors nor members of their immediate families, own securities beneficially or of record in the Adviser or any affiliate
thereof. Accordingly, neither the Independent Directors nor members of their immediate family, have direct or indirect interest, the value
of which exceeds $120,000, in the Adviser, or any of their affiliates. In addition, during the two most recently completed calendar years,
neither the Independent Directors nor members of their immediate families have conducted any transactions (or series of transactions)
in which the amount involved exceeds $120,000 and to which the Adviser or any affiliate thereof was a party.
28
Remuneration of Directors and Officers
No remuneration was paid by the
Fund to persons who were directors, officers or employees of the Adviser or any affiliate thereof for their services as Directors or officers
of the Fund. Each Director of the Fund, other than those who are officers or employees of the Adviser or any affiliate thereof, was entitled
to receive from the Fund a Fund Complex fee. For the fiscal year ended December 31, 2022, the aggregate annual retainer paid to each Independent
Director of the Board for the Fund Complex was $205,000. Effective January 1, 2023, the aggregate annual retainer paid to each Independent
Director of the Board for the Fund Complex is $225,000. The Independent Chair of the Fund receives an additional payment of $45,000 per
year. The Chair of the Audit Committee receives an additional payment of $40,000 per year. The Chair of the Nominating & Compensation
Committee receives an additional payment of $10,000 per year. The Independent Directors also receive reimbursement from the Fund
for expenses incurred in connection with attendance at regular meetings. The Fund does not have a pension or retirement plan. No other
entity affiliated with the Fund pays any compensation to the Directors.
Compensation Table
|
Name of person and position |
| |
Aggregate compensation from the Fund |
| |
Total
compensation from the Fund Complex (1) |
| ||||||
| Interested Director: | | ||||||||||||
|
David W. Levi |
| | | $ | N/A | | | | | $ | N/A | | |
| Independent Director: | | ||||||||||||
|
Heather S. Goldman |
| | | $ | 31,362 | | | | | $ | 213,482(9) | | |
|
Edward A. Kuczmarski |
| | | $ | 34,523 | | | | | $ | 235,000(9) | | |
|
Stuart A. McFarland |
| | | $ | 30,116 | | | | | $ | 205,000(9) | | |
|
William H. Wright II |
| | | $ | 34,523 | | | | | $ | 235,000(9) | | |
?
(1)
Represents
the total compensation paid to such persons during the fiscal year ended December 31, 2022, by investment companies or portfolios thereof
from which such person receives compensation that are considered part of the Fund Complex. The total does not include, among other things,
out-of-pocket Director expenses. The number in parentheses represents the number of such investment companies and portfolios as of December
31, 2022.
Indemnification of Officers and Directors; Limitations
on Liability
Maryland law permits a Maryland corporation to include
in its charter a provision limiting the liability of its directors and officers to the corporation and its shareholders for money damages,
except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and
deliberate dishonesty established by a final judgment as being material to the cause of action. The Fund’s charter contains such
a provision which eliminates directors’ and officers’ liability to the maximum extent permitted by Maryland law, subject
to the requirements of the 1940 Act.
The Fund’s charter, to the maximum extent permitted
by Maryland law and subject to the requirements of the 1940 Act, obligates the Fund to indemnify any present or former director or officer
or any individual who, while serving as a director or officer of the Fund and, at the Fund’s request, serves or has served another
corporation, real estate investment trust, partnership, joint venture, trust, limited liability company, employee benefit plan, or other
enterprise as a director, officer, partner, trustee, manager, or managing member from and against any claim or liability to which that
individual may become subject or which that individual may incur by reason of his or her service in any such capacity, and to pay or reimburse
his or her reasonable expenses in advance of final disposition of a proceeding.
The Fund’s charter also permits the Fund to indemnify
and advance expenses to any individual who served any predecessor of the Fund in any of the capacities described above and any employee
or agent of the Fund or a predecessor of the Fund, if any.
29
Maryland law requires a corporation (unless its charter provides otherwise,
which the Fund’s charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the
defense of any proceeding to which he or she is made, or threatened to be made, a party by reason of his or her service in that capacity.
Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties,
fines, settlements, and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made, or
threatened to be made, a party by reason of their service in those or other capacities unless it is established that (a) the act or omission
of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the
result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property,
or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe the act or omission
was unlawful. However, under Maryland law, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right
of the corporation or for a judgment of liability on the basis that a personal benefit was improperly received, unless in either case
a court orders indemnification, and then only for expenses. In addition, Maryland law permits a corporation to pay or reimburse reasonable
expenses to a director or officer in advance of final disposition of a proceeding upon the corporation’s receipt of (a)
a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary
for indemnification by the corporation and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or
reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.
In accordance with the 1940 Act, the Fund will not indemnify
any person for any liability to which such person would be subject by reason of such person’s willful misconduct, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of his or her office.
Investment Advisory and Administrative Arrangements
Oaktree Fund Advisors, LLC (the
“Adviser”), a Delaware limited liability company and a registered investment adviser under the Investment Advisers Act of
1940, as amended, serves as the investment advisor to the Fund. The Adviser is an affiliate of Oaktree Capital Management, L.P. (“OCM”),
a leading global investment management firm headquartered in Los Angeles, California focused on less efficient markets and alternative
investments, and is a subsidiary of Oaktree Capital Group, LLC (“OCG,” together with OCM and the Adviser, “Oaktree”).
Oaktree was formed in April 1995 and is a leading global investment management firm headquartered in Los Angeles, California, with more
than 1,050 employees throughout offices in 20 cities worldwide. As of December 31, 2022, Oaktree had approximately $170 billion in assets
under management. Oaktree’s senior executives and investment professionals have focused on less efficient markets and alternative
investments for the past 37 years. Oaktree emphasizes an opportunistic, value-oriented approach to investments in distressed debt, corporate
debt (including mezzanine finance, direct lending, high yield debt and senior loans), control investing, convertible securities, real
estate, listed equities and multi-strategy solutions.
The firm’s competitive advantages
include its experienced team of investment professionals, a global platform and a unifying investment philosophy. This investment philosophy
— the six tenets of which are risk control, consistency, market inefficiency, specialization, bottom-up analysis and disavowal
of market timing — is complemented by a set of core business principles that articulate Oaktree’s commitment to excellence
in investing; commonality of interests with clients; a collaborative and cooperative culture; and a disciplined, opportunistic approach
to the expansion of offerings.
As a result of consistent application
of Oaktree’s philosophy and principles, Oaktree has earned a large and distinguished clientele. Among our clients are 69 of the
100 largest U.S. pension plans, more than 500 corporations around the world, 39 of the 50 state retirement plans in the United States,
over 300 endowments and foundations globally, and 15 sovereign wealth funds.
The firm’s expertise in investing
across the capital structure has allowed Oaktree to cultivate a diversified mix of global investment strategies in four categories: credit,
private equity, real assets and listed equities. Importantly, the expansion of our strategies has been achieved primarily through “step-outs”
30
into highly related fields, based on identifying markets that (a)
we believe have the potential for attractive returns, and (b) can be exploited in a manner consistent with the firm’s philosophy
focused on risk control.
In 2019, Brookfield Asset Management
ULC (formerly, Brookfield Asset Management Inc.), an unlimited liability company formed under the laws of British Columbia, Canada (“BAM
ULC”) (“Brookfield”), acquired a majority interest in Oaktree. Brookfield Corporation, a publicly traded company
(NYSE: BN; TSX: BN), holds a 75% interest in BAMULC, while Brookfield Asset Management Ltd., a publicly traded company (NYSE: BAM; TSX:
BAMA) (“Brookfield Asset Management”), holds a 25% interest in BAM ULC. Brookfield Asset Management is a leading global
alternative asset manager focused on real estate, renewable power, infrastructure and private equity, with approximately $750 billion
of assets under management as of December 31, 2022. Together, Brookfield and Oaktree provide investors with one of the most comprehensive
offerings of alternative investment products available today. While partnering to leverage one another’s strengths, Oaktree operates
as an independent business within the Brookfield family, with its own product offerings and investment, marketing, and support teams.
Pursuant to a management agreement with the Fund (the
“Management Agreement”), the Adviser is responsible for the management of the Fund’s portfolio. In return for its
investment advisory services, the Fund pays the Adviser a monthly fee at the annual rate of 1.25% of the average daily value of the Fund’s
Managed Assets. The management services of the Adviser to the Fund are not exclusive under the terms of the Management Agreement and the
Adviser is free to, and does, render management services to others.
The Management Agreement provides that the Adviser will
not be liable for any error of judgment by the Adviser or for any loss suffered by the Fund in connection with the matters to which the
Management Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for
services (in which case, any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940
Act) or loss resulting from willful misfeasance, bad faith or gross negligence, or reckless disregard of duties. The Management Agreement
provides that it will terminate automatically if assigned (as defined in the 1940 Act), and that it may be terminated without penalty
by either the Adviser or the Fund by the Board of Directors or vote of a majority of the outstanding voting securities of the Fund (as
defined in the 1940 Act) upon not more than 60 days’, nor less than 30 days’, written notice. The Management Agreement will
have an initial term of two years, and continue in effect thereafter only so long as such continuance is specifically approved at least
annually by the Board of Directors in accordance with the requirements of the 1940 Act.
A discussion regarding the basis of the Board of Directors’
initial approval of the Management Agreement is available in the annual or semi-annual report to shareholders for financial reporting
periods in which the Agreement was acted upon by the Board of Directors.
During periods when the Fund is
using leverage, if any, the fees paid to the Adviser will be higher than if the Fund did not use leverage because the fees paid are calculated
on the basis of the Fund’s total Managed Assets (including assets attributable to such leverage).
The table below sets forth the total
advisory fees paid by the Fund to the Adviser for the most recent fiscal period ended December 31. Advisory fees waived by the Adviser
were done pursuant to an expense limitation agreement (see the “Expense Limitation Agreement” section below).
|
Oaktree Diversified Income Fund Inc. |
| |
2022 |
| |
2021 |
|
| Advisory Fees | | |
$1,995,058 |
| |
$218,733 |
|
| Advisory Fees Waived | | |
$202,188 |
| |
$(603,375) |
|
|
Net Advisory Fees Paid to Adviser |
| |
$2,197,246 |
| |
$— |
|
Pursuant to an administration agreement
(the “Administration Agreement”), between the Adviser, on behalf of the Fund and Brookfield Public Securities Group, LLC
(the “Administrator”), the Administrator provides administrative services reasonably necessary for the Fund’s operations,
other than those services that the Adviser provides to the Fund pursuant to the Management Agreement. The Adviser is responsible for any
fees due to the Administrator.
31
Portfolio Managers
Bruce Karsh, Wayne Dahl, Armen Panossian, Danielle
Poli and David Rosenberg are responsible for management of the Fund. Bruce Karsh is the lead portfolio manager for the Fund.
The table below identifies the
number of accounts (other than the Fund) for which the Fund’s portfolio managers have day-to-day management responsibilities and
the total assets in such accounts, within each of the following categories: registered investment companies, other pooled investment vehicles,
and other accounts. For each category, the number of accounts and total assets in the accounts where fees are based on performance is
also indicated as of December 31, 2022
|
Portfolio Manager |
| |
Number of Registered Investment Companies Managed and Total Assets for such Accounts(*) |
| |
Beneficial Ownership
of Equity Securities in Fund Managed by each Portfolio Manager |
| |
Number of Other Pooled Investment Vehicles Managed and Total Assets for such Accounts(*) |
| |
Number of
Other Accounts Managed and Total Assets for such Accounts(*) |
| ||||||
|
Bruce Karsh |
| | | | 0 | | | | | $ | 0 | | | |
13/$40,980 |
| |
31/$8,553 |
|
|
Wayne Dahl |
| | | | 0 | | | | | $ | 0 | | | |
0 |
| |
0 |
|
|
Armen Panossian |
| | | | 0 | | | | | $ | 0 | | | |
12/$10,012 |
| |
36/$9,285 |
|
|
Danielle Poli |
| | | | 0 | | | | | $ | 0 | | | |
0 |
| |
0 |
|
|
David Rosenberg |
| | | | 1/$20 | | | | | $ | 0 | | | |
10/$4,345 |
| |
57/$16,885 |
|
*
Assets in millions
Because the Fund is newly organized, no shares of the
Fund were owned by the portfolio managers as of the date of this Statement of Additional Information.
Oaktree attracts, motivates and retains talented employees
by making them active participants in, and beneficiaries of, the firm’s success. In addition to salaries, all Oaktree employees
share in the discretionary bonus pool (which receives a participation of 10% or more in all of Oaktree’s profits). An employee’s
participation in the bonus pool is based on unit and company success, level of responsibility, and individual performance. Oaktree also
matches employee retirement plan contributions up to a pre-determined percentage.
Oaktree’s compensation program design allows for
participation in all products’ results to further align its employees’ interests with those of its clients. This is evidenced
by Oaktree’s long-term incentive program, which allows eligible senior employees to participate in the success of multiple Oaktree
investment strategies and products. Awards under Oaktree’s primary long-term incentive program will, unless otherwise elected by
the receiving employee, track the performance of the Fund. Therefore, employees have a financial interest in the success of multiple Oaktree
investment strategies, which supports an alignment of interests with Oaktree clients. The most important determinants of incentive compensation
are the success of the firm and strategy and the contribution of the individual. A significant portion of employee compensation is derived
from bonuses, which are a function of the firm’s profitability and the individual employee’s responsibilities and performance.
Salaries are fixed at different levels based upon total compensation bands.
Key investment professionals who devote substantial time
to certain funds may be awarded a right to participate in the carried interest from such funds, subject to a vesting schedule. Key investment
professionals who devote substantial time to certain evergreen funds may be awarded a share of the annual incentive fees, if any, received
by Oaktree from such funds. Taken together, the incentive compensation elements of bonuses, long-term incentive awards, incentive fee
sharing and/or participation in carried interest represent a far greater proportion of a senior investment professional’s long-term
compensation than does the fixed annual salary.
32
Founding Principals do not receive salaries or bonuses but rather derive
the majority of their compensation from equity holdings. As a founding Principal, Bruce Karsh does not receive a salary or bonus, but
does receive compensation through his equity holdings and carried interest.
Potential Conflicts of Interest
Oaktree and its affiliates manage
a number of different investment strategies which present the possibility of overlapping investments, and thus the potential for conflicts
of interest. Various accounts managed by Oaktree and its affiliates invest in a broad range of asset classes throughout the corporate
capital structure, including loans and debt securities, preferred equity securities and common equity securities. In some cases Oaktree
accounts will hold an interest in one part of a company’s capital structure while one or more other accounts holds an interest
in another part of that company’s capital structure. In such cases the interests of each account, including the Fund, may conflict
with one another. If any matter arises that Oaktree determines in its good faith judgment constitutes an actual conflicts of interest
between the Fund and any other Oaktree accounts, Oaktree may take such actions as may be necessary or appropriate to prevent or reduce
the conflict. There is no guarantee that any conflicts that arise between the Fund, any Oaktree account, or Oaktree and its affiliates
will be resolved in favor of the Fund. Such conflicts could have the effect of benefiting other Oaktree accounts, or Oaktree and its affiliates,
and may have an adverse effect on the Fund or its investments.
In the course of providing investment management services,
Oaktree and all principals, partners, officers, employees of Oaktree, as well as certain consultants and other external service providers,
and its affiliates (collectively, “Oaktree Representatives”), likely will come into possession of material, nonpublic information
which, if disclosed, might affect an investor’s decision to buy, sell or hold a security. Under applicable law, Oaktree and Oaktree
Representatives may be prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of
any other person, including the Fund. In addition, certain accounts have acquired, and may in the future acquire, interests in companies
that provide services to one or more other accounts. The payment of fees by accounts to a service provider owned in whole or in part by
other accounts may give rise to potential conflicts of interest to the extent Oaktree directed or initiated such transaction. If Oaktree
believes such instances may give rise to a conflict of interest, Oaktree will address such conflicts based on the facts and circumstances
presented by each situation and attempt to employ measures to ensure that the accounts using the company’s services are charged
arm’s-length prices for the services they receive. Such measures may include, where appropriate, having the company’s management
control the negotiation of fees with the accounts to which services are provided and/or obtaining a “most favored nations”
clause so that the accounts will automatically receive the benefit of the most favorable fees charged by the service provider to similarly
situated clients. Oaktree and its employees may also receive certain benefits, such as discounts on products or services from companies
in which an Oaktree account holds a significant ownership interest.
Conflicts
Relating to Brookfield Asset Management In 2019, Brookfield acquired a majority interest in Oaktree. Oaktree is a wholly
owned subsidiary of Brookfield. Together, Brookfield and Oaktree provide investors with one of the most comprehensive offerings of alternative
investment products available today. While partnering to leverage one another’s strengths, Oaktree operates as an independent business
within the Brookfield family, with its own product offerings and investment, marketing, and support teams. Brookfield and Oaktree have
continued to operate their respective investment businesses largely independently, with each remaining under its own brand and led by
its own management and investment teams. Brookfield and Oaktree manage their investment team independently of each other pursuant to an
information barrier.
Oaktree accounts and their portfolio companies sometimes
engage in activities and have business relationships that give rise to conflicts (and potential conflicts) of interest between them, on
the one hand, and, Brookfield and Brookfield’s clients (together, “Brookfield Accounts”) and their portfolio companies
on the other hand. For so long as Brookfield and Oaktree manage their investment teams independently of each other pursuant to an information
barrier, Oaktree, Oaktree accounts and their respective portfolio companies generally will not be treated as affiliates of Brookfield,
Brookfield Accounts and their portfolio companies, and conflicts (and potential conflicts) considerations, including in connection with
allocation
33
of investment opportunities, investment and trading activities, and agreements, transactions
and other arrangements entered into with Oaktree, Oaktree accounts and their portfolio companies, generally will be managed in accordance
with disclosures set out in the governing documents and independently.
There is (and in the future will continue to be) overlap
in investment strategies and investments pursued by Oaktree and Brookfield. Nevertheless, Oaktree generally does not coordinate or consult
with Brookfield with respect to investment decisions of Oaktree accounts. While this absence of coordination and consultation, and the
information barrier described above, in some respects serves to mitigate conflicts of interests between Oaktree and Brookfield, these
same factors also give rise to certain conflicts and risks in connection with Brookfield’s and Oaktree’s investment activities,
and make it more difficult to mitigate, ameliorate or avoid such situations. For example, because neither Brookfield nor Oaktree generally
coordinate or consult with the other about investment activities and/or decisions made by the other, and neither Brookfield nor Oaktree
is subject to any internal approvals over its respective investment activities and decisions by any person who would have knowledge and/or
decision-making control of the investment decisions of the other, Brookfield will pursue investment opportunities for Brookfield Accounts
which would also be suitable for Oaktree accounts, but which are not made available to such Oaktree accounts. Brookfield Accounts and
Oaktree accounts compete, from time to time, for the same investment opportunities. Such competition could, under certain circumstances,
adversely impact the purchase price of investments. Brookfield has no obligation to, and generally will not, share investment opportunities
that would also be suitable for the Oaktree accounts, and Oaktree and Oaktree accounts have no rights with respect to any such opportunities.
In addition, Brookfield is not restricted from forming
or establishing new Brookfield Accounts, such as additional funds or successor funds, which directly compete with Oaktree accounts for
investment opportunities. Brookfield Accounts also are not restricted from pursuing investment opportunities based in whole or in part
on information, support and knowledge provided directly or indirectly by Oaktree. For example, Oaktree may provide Brookfield, from time
to time, with access to marketing-related support, including, for example, introductions to investor relationships and other marketing
facilitation activities. Such Brookfield Accounts could compete with or otherwise conduct their affairs without regard to any adverse
impact on Oaktree accounts. In addition, Brookfield Accounts are permitted to make investments suitable for Oaktree accounts without the
consent of the Oaktree accounts or Oaktree. From time to time, Brookfield Accounts and Oaktree accounts may purchase or sell an investment
from or to each other, as well as jointly pursue investments.
In addition, from time to time, Brookfield Accounts hold
interests in investments held by Oaktree accounts (or potential Oaktree account investments) and/or subsequently purchase (or sell) an
interest in an investment held by Oaktree accounts (or potential Oaktree account investments). In such situations, Brookfield Accounts
could benefit from Oaktree accounts’ activities. Conversely, Oaktree accounts could be adversely impacted by Brookfield’s
activities. In addition, as a result of different investment objectives, views and/or interests in investments, Brookfield may manage
certain Brookfield Accounts’ investments in particular issuers in a way that is different from Oaktree accounts’ investments
in the same issuers (including, for example, by investing in different portions of the issuer’s capital structure, short selling
securities, voting securities or exercising rights it holds in a different manner and/or buying or selling its interests at different
times than the Oaktree accounts), which could adversely impact Oaktree accounts’ interests. Brookfield and its affiliates may take
positions, give advice and provide recommendations that are different from, and potentially contrary to, those which are taken by, given
or provided to Oaktree accounts, and are expected to hold interests that potentially are adverse to those held by Oaktree accounts. Brookfield
has no obligation or duty to make available for the benefit of Oaktree accounts any information regarding its activities, strategies and/or
views.
Brookfield and Oaktree are likely to be deemed to be
affiliates of each other for purposes of certain laws and regulations, notwithstanding their operational independence and the existence
of an information barrier between them, and from time to time Brookfield Accounts and Oaktree accounts will have positions (which in some
cases will be significant) in the same issuers. In those cases Brookfield and Oaktree
34
will frequently need to aggregate their investment holdings, including holdings of Brookfield
Accounts and Oaktree accounts, for certain securities law purposes (including trading restrictions under Rule 144 under the Securities
Act, reporting obligations under Section 13 of the Exchange Act and reporting and short-swing
Control Persons
A principal shareholder is any
person who owns of record or beneficially 5% or more of any class of the outstanding shares of the Fund. A control person is one who owns
beneficially or through controlled companies more than 25% of the voting securities of a company or acknowledges the existence of control.
Shareholders with a controlling interest could affect the outcome of voting or the direction of management of the Fund. As of March 31,
2023, the Fund could be deemed to be under control of Oaktree Fund GP I, L.P., a Delaware limited partnership, which had voting authority
with respect to approximately 88% of the value of the outstanding interests in the Fund.
As of March 31, 2023, the officers
and Directors, as a group, did not own any shares (aggregating all classes) of the Fund.
As of March 31, 2023, the following
persons were known to own of record or beneficially 5% or more of the outstanding shares of the Fund as indicated:
Oaktree Diversified Income Fund Inc.
|
Name and Address |
| |
% of Shares |
| |
Parent Company |
| |
Jurisdiction |
| |
Nature of
Ownership(1) |
| |||
| Oaktree Fund GP I, L.P. 333 South Grand Ave. Fl 28, Los Angeles, CA 90071 |
| | | | 87.69% | | | |
Oaktree Capital Management, L.P. |
| |
Delaware |
| |
Record |
|
Class D
|
Name and Address |
| |
% of Shares |
| |
Nature of Ownership(1)
|
|
|
Oaktree Fund GP I, L.P. 333 South Grand Ave. Fl 28, Los Angeles, CA 90071 |
| |
87.69% |
| |
Record |
|
|
Charles Schwab & Co., Inc. 211 Main Street, San Francisco, CA 94105 |
| |
6.32% |
| |
Record |
|
|
National Financial Services LLC Attn Mutual Funds Dept, 4th Floor, 499 Washington Blvd
Jersey City NJ 07310 |
| |
5.45% |
| |
Record |
|
Voting of Proxies
The Fund has delegated the voting of portfolio securities
to the Adviser. The Fund has adopted the proxy voting procedures of the Adviser and has directed the Adviser to vote all proxies relating
to the Fund’s voting securities in accordance with such procedures. The proxy voting procedures are attached as Appendix A. They
are also on file with the SEC and can be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C., and information
on the operation of the Public Reference Room may be obtained by calling the SEC at 202-551-8090. The proxy voting procedures are also
available on the EDGAR Database on the SEC’s Internet site (http://www.sec.gov) and copies of the proxy voting procedures may be
obtained, after paying a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov, or by writing the
SEC’s Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549-0102.
35
DISTRIBUTION OF FUND SHARES
Quasar Distributors, LLC serves as the principal underwriter
in the continuous public offering of the Fund’s shares pursuant to a distribution contract (the “Distribution Contract”)
with the Fund, which is subject to annual approval by the Board. Quasar Distributors, LLC is a registered broker-dealer and a member of
the Financial Industry Regulatory Authority (“FINRA”). Quasar Distributors, LLC’s principal business address is 111
East Kilbourn Avenue, Suite 2200, Milwaukee, Wisconsin 53202.
The Distribution Contract will continue in effect with
respect to the Fund for successive one-year periods, provided that each such continuance is specifically approved: (i) by the vote of
a majority of the Directors who are not interested persons of the Fund (as defined in the 1940 Act) and who have no direct or indirect
financial interest in the Distribution Contract or the Management Agreement; and (ii) by the vote of a majority of the entire Board cast
in person at a meeting called for that purpose.
The Fund has agreed to indemnify the Distributor and
certain of the Distributor’s affiliates against certain liabilities, including certain liabilities arising under the 1933 Act,
as amended. To the extent consistent with applicable law, the Distributor has agreed to indemnify the Fund and each Director against certain
liabilities under the 1933 Act, as amended, and in connection with the services rendered to the Fund.
The Distributor acts as the distributor of Shares for
the Fund on a best efforts basis, subject to various conditions, pursuant to the terms of the Distribution Contract. The Distributor is
not obligated to sell any specific amount of Shares of the Fund.
The Fund was granted Exemptive Relief from the SEC that
permits the Fund to issue multiple classes of shares and to impose asset-based distribution fees and early-withdrawal fees.
Pursuant to the Exemptive Relief,
the Fund maintains a MultiClass Plan pursuant to Rule 18f-3 under the 1940 Act. Although the Fund is not an open-end investment company,
it will undertake to comply with the terms of Rule 18f-3 as a condition of the Exemptive Relief (which relief permits it to have,
among other things, a multi-class structure and distribution and/or shareholder servicing fees). Under the Multi- Class Plan, shares of
each class of the Fund will represent an equal pro rata interest in the Fund and, generally, have
identical voting, dividend, liquidation, and other rights, preferences, powers, restrictions, limitations, qualifications, and terms and
conditions, except that: (a) each class has a different designation; (b) each class of shares bears any class-specific expenses; and (c)
each class shall have separate voting rights on any matter submitted to Shareholders in which the interests of one class differ from the
interests of any other class, and shall have exclusive voting rights on any matter submitted to Shareholders that relates solely to that
class.
The Fund pays the Distributor a
Rule 12b-1 fee of up to 0.75% of the average daily net assets of the Fund’s outstanding Class T Shares, which may be used to cover
expenses incurred by the Distributor for providing sales and promotional activities under the Fund’s Rule 12b-1 Plan, including
the printing and distribution of sales literature and prospectuses sent to prospective investors. Authorized dealers to whom substantially
the entire sales charge is reallowed may be deemed to be underwriters, according to the definition under the 1933 Act. Pursuant to the
Distribution Contract between the Distributor and the Fund, the Fund agrees to indemnify the Distributor against certain liabilities under
the 1933 Act. Any distribution related (Rule 12b-1) fee may be used in whole or in part to finance distribution activities, including
sales compensation, and/or shareholder account liaison and servicing activities. The Distributor pays financial services firms’
fees for distributing the applicable shares. The Class D Shares of the Fund will not participate in the Plan.
The Fund may enter into arrangements
with financial intermediaries to provide sub-transfer agent services and other related services (e.g.,
client statements, tax reporting, order-processing, and client relations) that otherwise could be handled by the Fund’s transfer
agent, U.S. Bancorp Fund Services, LLC. As a result, these third parties may charge fees (sometimes called “sub-transfer agency
fees”) to the Fund for these services, so long as such compensation does not exceed certain limits set from time to time by the
Board of Directors in consultation with management. The Fund may compensate the institution rendering such services on a per-account basis,
as an asset-based fee, based on transaction fees or other charges, or on a
36
cost reimbursement basis, or in some cases, a combination of these
inputs. The aggregate amount of sub-transfer agency fees may be substantial and may exceed the actual costs incurred in engaging in these
services. Accordingly, financial intermediaries may realize a profit in connection with such services. (The Adviser, the Distributor,
or an affiliate may make additional payments to intermediaries for these and other services, and their payments may be based on the same
or other methods of calculation. See “Revenue Sharing” below.) Sub-transfer agency fees can comprise a substantial portion
of the Fund’s ongoing expenses. While the Adviser and the Distributor consider these sub-transfer agency fees to be payments for
services rendered, they represent an additional business relationship between these sub-transfer agents and the Fund that often results,
at least in part, from past or present sales of Fund shares by the sub-transfer agents or their affiliates. While sub-transfer agency
fees and service levels are set in the market, there generally is limited comparative information available about them. The Fund and the
Adviser also face certain conflicts of interest when considering these relationships in that the counterparty is both a prospective service
provider and, typically, a distribution partner. The Adviser’s practice of paying sub-transfer agency fees above agreed limits
as revenue sharing (as discussed further below) also creates conflicts of interest for the parties when considering sub-transfer agency
relationships, and that is so both generally and in terms of the allocation of those fees between the Fund and the Adviser.
Shareholder Servicing Plan
The Fund has implemented a “Shareholder Services
Plan” with respect to its Class D and Class T shares under which the Fund may compensate financial intermediaries for providing
ongoing services in respect of Fund shareholders. Such services may include responding to customer inquiries of a general nature regarding
the Fund; crediting distributions from the Fund to customer accounts; arranging for bank wire transfer of funds to or from a customer’s
account; responding to customer inquiries and requests regarding Statements of Additional information, shareholder reports, notices, proxies
and proxy statements, and other Fund documents; forwarding prospectuses, Statements of Additional Information, tax notices and annual
and semi-annual reports to beneficial owners of Fund shares; and providing such other similar services as a Fund may reasonably request
to the extent a financial intermediary is permitted to do so under applicable statutes, rules, or regulations.
Under the Shareholder Services Plan, the Fund, with respect
to each of Class D and Class T shares, may incur expenses on an annual basis equal up to 0.25% of its average net assets attributable
to Class D and Class T shares, respectively. The Adviser, the Distributor or an affiliate may make additional payments to intermediaries
for these and other services, and their payments may be based on the same or other methods of calculation. See Revenue Sharing below.
Revenue Sharing
The Adviser, the Administrator, or an affiliate may,
from time to time, out of its (or their) own resources, make substantial cash payments — sometimes referred to as “revenue
sharing” — to broker-dealers or financial intermediaries for various reasons. The revenue sharing payments do not change
the price paid by investors for the purchase of the Fund’s shares or the amount the Fund will receive as proceeds from such sales.
Although a broker-dealer or financial intermediary may seek revenue sharing payments to offset costs incurred by the firm in servicing
its clients who have invested in the Fund, the aggregate amount of these payments to broker-dealers or financial intermediaries may be
substantial and may exceed the actual costs incurred in engaging in these promotional activities or services. Accordingly, broker-dealers
or financial intermediaries may realize a profit in connection with such activities or services.
Revenue sharing payments may support the delivery of
services to the Fund or to shareholders in the Fund, including, without limitation, transaction processing and sub-accounting services.
These payments also may serve as an incentive to sell shares of the Fund and/or to promote retention of customer assets in the Fund. The
Distributor, the Adviser, the Administrator, or an affiliate does not consider a broker-dealer or financial intermediary’s sale
of shares of the Fund when selecting brokers or dealers to effect portfolio transactions for the Fund.
Revenue sharing also may include any other payment requirement
of a broker-dealer or another third-party intermediary. All such payments are paid by the Adviser, the Distributor, the Administrator,
or
37
an affiliate of either out of its (or their) own resources and are in addition to any Rule
12b-1 payments described elsewhere in this Statement of Additional Information. Revenue sharing payments may be structured, among other
means, (i) as a percentage of sales; (ii) as a percentage of net assets; (iii) as a flat fee per transaction; (iv) as a fixed dollar amount;
or (v) as some combination of any of these. In many cases, they therefore may be viewed as encouraging sales activity or retention of
assets in the Fund. Generally, any revenue sharing or other payments of the type just described will have been requested by the party
receiving them, often as a condition of distribution, but are subject to negotiation as to their structure and scope. Various factors
are used to determine whether to make revenue sharing payments. Possible considerations include, without limitation, the types of services
provided by the broker-dealer or financial intermediary, sales of Fund shares, the redemption rates on accounts of clients of the broker-dealer
or financial intermediary or overall asset levels of the Fund held for or by clients of the broker-dealer or financial intermediary, the
willingness of the broker-dealer or financial intermediary to allow the Distributor, the Adviser, or an affiliate to provide educational
and training support for the broker-dealer’s or financial intermediary’s sales personnel relating to the Fund, as well as
the overall quality of the services provided by the broker-dealer or financial intermediary
Shareholders or prospective investors should be aware
that revenue sharing arrangements or other payments to intermediaries could create incentives on the part of the parties receiving the
payments to consider selling more shares of the Fund relative to other funds either not making payments of this nature or making smaller
such payments. A Shareholder or prospective investor with questions regarding revenue sharing or other such payments may obtain more details
by contacting his or her broker representative or other financial intermediary directly.
How to Purchase Shares
The methods of buying and selling shares and the sales
charges applicable to purchases of shares of the Fund are described in the Prospectus.
REPURCHASE OF COMMON SHARES
In order to provide some liquidity to Shareholders, the
Fund makes quarterly offers to repurchase between 5% and 25% of its outstanding Shares at net asset value. Notices of each quarterly repurchase
offer are sent to Shareholders at least 21 days before the “Repurchase Request Deadline” (i.e.,
the date by which Shareholders can tender their Shares in response to a repurchase offer). The Fund determines the NAV applicable to repurchases
no later than the 14 days after the Repurchase Request Deadline (or the next business day, if the 14th day is not a business day) (the
“Repurchase Pricing Date”). The Fund expects to distribute payment to Shareholders within 5 business days after the Repurchase
Pricing Date and will distribute such payment no later than seven calendar days after such date. The Fund’s Shares are not listed
on any securities exchange, and the Fund anticipates that no secondary market will develop for its Shares. Investors should consider Shares
of the Fund to be an illiquid investment. Accordingly, you may not be able to sell Shares when and/or in the amount that you desire. Thus,
Shares are appropriate only as a long-term investment. In addition, the Fund’s repurchase offers may subject the Fund and Shareholders
to special risks.
The section entitled “Periodic Repurchase Offers”
in the Prospectus discusses the type and timing of notice for repurchase offers, the effects of oversubscribed repurchase offers, the
determination of the repurchase price, payment by the Fund for Shares tendered in a repurchase offer, the effect of repurchase policies
on the liquidity of the Fund, the consequences of repurchase offers, and other details regarding the repurchase offers, including associated
risks. The Fund’s fundamental policies with respect to repurchase offers are discussed in “Investment Restrictions”
in this Statement of Additional Information.
See “Principal Risks of the Fund — Repurchase
Offers Risk” in the Prospectus for a description of the risks associated with the Fund’s repurchase offers. In addition,
the repurchase of Shares by the Fund will be a taxable event to Shareholders. For a discussion of these tax consequences, see “Taxation”
below.
In addition to the Fund’s policy to make periodic
repurchase offers as described above, the Board may consider additional repurchases of its Shares on the open market or in private transactions,
the making of
38
a tender offer for such shares, or the conversion of the Fund to an open-end investment
company (described below). The Fund cannot assure you that its Board will decide to take or propose any of these actions.
Subject to its investment limitations, the Fund may
borrow to finance the repurchase of shares or to make a tender offer. Interest on any borrowings to finance share repurchase transactions
or the accumulation of cash by the Fund in anticipation of share repurchases or tenders will reduce the Fund’s net income and gains.
Any share repurchase, tender offer, or borrowing that might be approved by the Board would have to comply with the 1940 Act and the rules
and regulations thereunder and other applicable law.
PORTFOLIO TRANSACTIONS AND BROKERAGE
Pursuant to the Management Agreement, the Adviser determines
which securities are to be purchased and sold by the Fund and which broker-dealers are eligible to execute the Fund’s portfolio
transactions. The Fund does not intend to use any affiliated broker-dealers.
In placing portfolio transactions, the Adviser will
seek best execution. The full range and quality of services available will be considered in making these determinations, such as: the
price of the security; the commission rate; the execution capability, including execution speed and reliability; trading expertise and
knowledge of the other side of the trade; reputation and integrity; market depth and available liquidity; recent order flow; timing and
size of an order; and other factors. In those instances where it is reasonably determined that more than one broker-dealer can offer the
services needed to obtain the most favorable price and execution available, consideration may be given to those broker-dealers which furnish
or supply research and statistical information to the Adviser that it may lawfully and appropriately use in its investment advisory capacities,
as well as provide other services in addition to execution services. The Adviser considers such information, which is in addition to and
not in lieu of the services required to be performed by the Adviser under the Management Agreement, to be useful in varying degrees, but
of indeterminable value.
While it is the Fund’s general policy to first
seek to obtain the most favorable price and execution available in selecting a broker-dealer to execute portfolio transactions for the
Fund, in accordance with Section 28(e) under the 1934 Act, when it is determined that more than one broker can deliver best execution,
weight is also given to the ability of a broker-dealer to furnish brokerage and research services to the Fund or to the Adviser, even
if the specific services are not directly useful to the Fund and may be useful to the Adviser in advising other clients. In negotiating
commissions with a broker or evaluating the spread to be paid to a dealer, the Fund may therefore pay a higher commission or spread than
would be the case if no weight were given to the furnishing of these supplemental services, provided that the amount of such commission
or spread has been determined in good faith by the Adviser to be reasonable in relation to the value of the brokerage and/or research
services provided by such broker-dealer.
Investment decisions for the Fund
are made independently from those of other client accounts or other funds managed or advised by the Adviser. Nevertheless, it is possible
that at times identical securities will be acceptable for both the Fund and one or more of such client accounts or other funds. In such
event, the position of the Fund and such client account(s) or other funds in the same issuer may vary and the length of time that each
may choose to hold its investment in the same issuer may likewise vary. However, to the extent any of these client accounts or other funds
seek to acquire the same security as the Fund at the same time, the Fund may not be able to acquire as large a portion of such security
as it desires, or it may have to pay a higher price or obtain a lower yield for such security. Similarly, the Fund may not be able to
obtain as high a price for, or as large an execution of, an order to sell any particular security at the same time. If one or more of
such client accounts or other funds simultaneously purchases or sells the same security that the Fund is purchasing or selling, each day’s
transactions in such security will be allocated between the Fund and all such client accounts or other funds in a manner deemed equitable
by the Adviser, taking into account the respective sizes of the accounts and the amount of cash available for investment, the investment
objective of the account, and the ease with which a client’s appropriate amount can be bought, as well as the liquidity and volatility
of the account and the urgency involved in
39
making an investment decision for the client. It is recognized that
in some cases this system could have a detrimental effect on the price or value of the security insofar as the Fund is concerned. In other
cases, however, it is believed that the ability of the Fund to participate in volume transactions may produce better executions for the
Fund.
For the fiscal year ended December
31, 2022 and the period ended December 31, 2021, the Fund did not pay any brokerage commissions.
The table below indicates the
portion of the Fund’s brokerage commissions for the fiscal period ended December 31, 2022 (from the table above) that was directed
to brokers who, in addition to providing trade execution, also supplied that Fund or the Adviser with research services.
|
Oaktree Diversified Income Fund Inc. |
| |
Dollar Value of Securities Traded |
| |
Related Soft Dollar Brokerage Commissions |
|
| 2022 | | |
$127,876,511 |
| |
$0 |
|
| 2021 | | |
$148,594,385 |
| |
$0 |
|
Securities
Owned in the Fund by the Portfolio Managers
The table below identifies
the dollar value (in ranges) of investments beneficially held by the Portfolio Managers in the Fund as of December 31, 2022.
|
Portfolio Managers |
| |
Dollar Range of Equity Securities in the Fund Beneficially Owned by Portfolio Managers (1) |
|
| Bruce Karsh | | |
A |
|
| Wayne Dahl | | |
A |
|
|
Armen Panossian |
| |
A |
|
| Danielle Poli | | |
A |
|
|
David Rosenberg |
| |
A |
|
?
(1)
Key to
Dollar Ranges: A) none; B) $1–$10,000; C) $10,001–$50,000; D) $50,001–$100,000; E) $100,001–$500,000; F) $500,001–$1,000,000;
or G) over $1,000,000.
DISTRIBUTIONS
See “Distributions” in the Prospectus
for information relating to distributions to Fund shareholders.
40
NET ASSET VALUE
The Fund’s NAV per Share is computed by dividing
the total current value of the assets of the Fund, less its liabilities, by the total number of Shares outstanding at the time of such
computation. The Fund computes its NAV per Share as of the close of trading on each day the New York Stock Exchange (“NYSE”)
is open for trading.
The Board has adopted procedures
for the valuation of the Fund’s securities. The Adviser oversees the day to day responsibilities for valuation determinations under
these procedures. The Board regularly reviews the application of these procedures to the securities in the Fund’s portfolio. The
Adviser’s Valuation Committee is comprised of senior members of the Adviser’s management team.
The Board has designated the Adviser
as the valuation designee pursuant to Rule 2a-5 under the 1940 Act to perform fair value determination relating to any or all Fund investments.
The Board oversees the Adviser in its role as the valuation designee in accordance with the requirements of Rule 2a-5 under the 1940 Act.
Investments in equity securities
listed or traded on any securities exchange or traded in the over-the-counter market are valued at the last trade price as of the close
of business on the valuation date. If the NYSE closes early, then the equity security will be valued at the last traded price before the
NYSE close. Prices of foreign equities that are principally traded on certain foreign markets will generally be adjusted daily pursuant
to a fair value pricing service approved by the Board in order to reflect an adjustment for the factors occurring after the close of certain
foreign markets but before the NYSE close. When fair value pricing is employed, the value of the portfolio securities used to calculate
the Fund’s NAV may differ from quoted or official closing prices. Investments in open-end registered investment companies, if any,
are valued at the NAV as reported by those investment companies.
Securities for which market prices
are not readily available, cannot be determined using the sources described above, or the Adviser’s Valuation Committee determines
that the quotation or price for a portfolio security provided by a broker-dealer or an independent pricing service is inaccurate will
be valued at a fair value determined by the Adviser’s Valuation Committee following the procedures adopted by the Adviser under
the supervision of the Board. The Adviser’s valuation policy establishes parameters for the sources, methodologies, and inputs
the Adviser’s Valuation Committee uses in determining fair value.
The fair valuation methodology may
include or consider the following guidelines, as appropriate: (1) evaluation of all relevant factors, including but not limited to, pricing
history, current market level, supply and demand of the respective security; (2) comparison to the values and current pricing of securities
that have comparable characteristics; (3) knowledge of historical market information with respect to the security; (4) other factors relevant
to the security which would include, but not be limited to, duration, yield, fundamental analytical data, the Treasury yield curve, and
credit quality. The fair value may be difficult to determine and thus judgment plays a greater role in the valuation process. Imprecision
in estimating fair value can also impact the amount of unrealized appreciation or depreciation recorded for a particular portfolio security
and differences in the assumptions used could result in a different determination of fair value, and those differences could be material.
For those securities valued by fair valuations, the Adviser’s Valuation Committee reviews and affirms the reasonableness of the
valuations based on such methodologies and fair valuation determinations on a regular basis after considering all relevant information
that is reasonably available. There can be no assurance that the Fund could purchase or sell a portfolio security at the price used to
calculate the Fund’s NAV.
An internal pricing hierarchy has
been established to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification
of fair value measurements for disclosure purposes. Observable inputs are inputs that reflect the assumptions market participants would
use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable
inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing
the asset or liability developed based on the best information available in the circumstances.
41
Valuations of Fund investments are disclosed in reports publicly filed
with the SEC. The Advisers will provide the Board of Directors with periodic reports, no less than quarterly, that discuss the functioning
of the valuation process, if applicable to that period, and that identify issues and valuation problems that have arisen, if any.
Under certain circumstances, the NAV per Share of a class
of the Fund’s Shares may be different from the per share NAV of another class of shares as a result of the different daily expense
accruals applicable to each class of shares.
TAXATION
Set forth below is a discussion of the material U.S.
federal income tax aspects concerning the Fund and the purchase, ownership, and disposition of Shares. This discussion does not purport
to be complete or to deal with all aspects of U.S. federal income taxation that may be relevant to Shareholders in light of their particular
circumstances. Unless otherwise noted, this discussion applies only to U.S. shareholders that hold Shares as capital assets. A U.S. shareholder
is an individual who is a citizen or resident of the United States, a U.S. corporation (or other entity taxable as a corporation for U.S.
federal income tax purposes), a trust if it (a) is subject to the primary supervision of a court in the United States and one or more
U.S. persons have the authority to control all substantial decisions of the trust or (b) has made a valid election to be treated as a
U.S. person, or any estate the income of which is subject to U.S. federal income tax regardless of its source. This discussion is based
upon present provisions of the Code, the regulations promulgated thereunder, and judicial and administrative ruling authorities, all of
which are subject to change, or differing interpretations (possibly with retroactive effect). This discussion does not represent a detailed
description of the U.S. federal income tax consequences relevant to special classes of taxpayers including, without limitation, financial
institutions, insurance companies, real estate investment trusts, pass-through entities (or investors therein), U.S. shareholders whose
“functional currency” is not the U.S. dollar, tax-exempt organizations, dealers in securities or currencies, traders in
securities or commodities that elect mark to market treatment, or persons that will hold Shares as a position in a “straddle,”
“hedge,” or as part of a “constructive sale” for U.S. federal income tax purposes. In addition, this discussion
does not address the application of the Medicare tax on net investment income or the U.S. federal alternative minimum tax. Prospective
investors should consult their tax advisers with regard to the U.S. federal tax consequences of the purchase, ownership, or disposition
of Shares, as well as the tax consequences arising under the laws of any state, foreign country, or other taxing jurisdiction.
Taxation of the Fund
The Fund intends to elect to be treated, and intends
to qualify annually thereafter, as a regulated investment company (a “RIC”) under Subchapter M of the Code.
To qualify for the favorable U.S. federal income tax
treatment generally accorded to RICs, the Fund must, among other things: (i) derive in each taxable year at least 90% of its gross income
from (a) dividends, interest (including tax-exempt interest), payments with respect to securities loans and gains from the sale or other
disposition of stock, securities or foreign currencies or other income (including but not limited to gains from options, futures, or forward
contracts) derived with respect to its business of investing in such stock, securities, or currencies; and (b) net income derived from
interests in certain publicly traded partnerships that are treated as partnerships for U.S. federal income tax purposes and that derive
less than 90% of their gross income from the items described in (a) above (each a “Qualified Publicly Traded Partnership”);
and (ii) diversify its holdings so that, at the end of each quarter of the taxable year, (a) at least 50% of the value of the Fund’s
assets is represented by cash and cash items (including receivables), U.S. government securities, the securities of other RICs, and other
securities, with such other securities limited, with respect to any one issuer, to an amount not greater than 5% of the value of the Fund’s
total assets and not greater than 10% of the outstanding voting securities of such issuer, and (b) not more than 25% of the value of its
total assets is represented by the securities of (I) any one issuer (other than U.S. government securities or the securities of
other RICs), (II) any two or more issuers (other than securities of other RICs) that the Fund controls (by owning 20% or more of the outstanding
voting securities of such issuer) and that are engaged in the same, similar, or related trades or businesses, or (III) any one or more
Qualified Publicly Traded Partnerships.
42
As a RIC, the Fund generally will not be subject to U.S. federal income
tax on its investment company taxable income (as that term is defined in the Code, but determined without regard to the deduction for
dividends paid) and net capital gain (the excess of net long-term capital gain over net short-term capital loss), if any, that it distributes
in each taxable year to shareholders, provided that it distributes at least 90% of the sum of its investment company taxable income and
its net tax-exempt income for such taxable year. The Fund intends to distribute to shareholders, at least annually, substantially all
of its investment company taxable income and net capital gain.
Amounts not distributed on a timely basis in accordance
with a calendar year distribution requirement are subject to a nondeductible 4% U.S. federal excise tax. To prevent imposition of the
excise tax, the Fund must distribute during each calendar year an amount at least equal to the sum of (i) 98% of its ordinary
income (not taking into account any capital gains or losses) for the calendar year, (ii) 98.2% of its capital gains in excess of its capital
losses (adjusted for certain ordinary losses) for the one-year period ending October 31 of the calendar year, and (iii) any ordinary income
and capital gains for previous years that were not distributed during those years. For these purposes, the Fund will be deemed to have
distributed any income or gains on which it paid U.S. federal income tax.
A distribution will be treated as
paid on December 31 of any calendar year if it is declared by the Fund in October, November, or December with a record date in such a
month and paid by the Fund during January of the following calendar year. Such distributions will be taxable to Shareholders in the calendar
year in which the distributions are declared, rather than the calendar year in which the distributions are received. As of December 31,
2022, the Fund had short-term and long-term capital loss carryforwards of $2,912,695 and $186,199, respectively. The capital loss
carryforwards will not expire.
If the Fund failed to qualify as a RIC or failed to satisfy
the 90% distribution requirement in any taxable year, the Fund would be subject to U.S. federal income tax at regular corporate rates
on its taxable income (including its net capital gain), even if such income were distributed to shareholders, and all distributions out
of earnings and profits (including distributions of net capital gain) would be taxed to Shareholders as ordinary dividend income. Such
distributions generally would be eligible (i) to be treated as “qualified dividend income” in the case of individual and
other non-corporate Shareholders and (ii) for the dividends received deduction in the case of corporate Shareholders. In addition, the
Fund could be required to recognize unrealized gains, pay taxes, and make distributions (which could be subject to interest charges) before
requalifying for taxation as a RIC.
Distributions
Distributions to Shareholders of ordinary income (including
“market discount” realized by the Fund on the sale of debt securities), and of net short-term capital gains, if any, realized
by the Fund will generally be taxable to Shareholders as ordinary income to the extent that such distributions are paid out of the Fund’s
current or accumulated earnings and profits. Distributions, if any, of net capital gains properly reported as “capital gain dividends”
will be taxable as long-term capital gains, regardless of the length of time the Shareholder has owned Shares. A distribution of an amount
in excess of the Fund’s current and accumulated earnings and profits (as determined for U.S. federal income tax purposes) will
be treated by a Shareholder as a return of capital which will be applied against and reduce the Shareholder’s tax basis in his
or her Shares (but not below zero). To the extent that the amount of any such distribution exceeds the Shareholder’s basis in his
or her Shares, the excess will be treated by the Shareholder as gain from a sale of the Shares. Distributions paid by the Fund generally
will not be eligible for the dividends received deduction allowed to corporations or for the reduced rates applicable to certain qualified
dividend income received by non-corporate Shareholders.
Distributions will be treated in the manner described
above regardless of whether such distributions are paid in cash or invested in additional Shares pursuant to the Plan. Shareholders receiving
distributions in the form of additional Shares will generally be treated as receiving a distribution in the amount of cash that they would
have received if they had elected to receive the distribution in cash. The additional Shares received by a Shareholder pursuant to the
Plan will have a new holding period commencing on the day following the day on which the Shares were credited to the Shareholder’s
account.
43
The Fund may elect to retain its net capital gain
or a portion thereof for investment and be taxed at corporate rates on the amount retained. In such case, it may designate the retained
amount as undistributed capital gains in a notice to Shareholders, who will be treated as if each received a distribution of his pro
rata share of such gain, with the result that each Shareholder will (i) be required to report its pro
rata share of such gain on its tax return as long-term capital gain, (ii) receive a refundable tax credit for its pro
rata share of tax paid by the Fund on the gain and (iii) increase the tax basis for its Shares by an amount equal to the deemed
distribution less the tax credit.
The IRS currently requires that a RIC that has two or
more classes of stock allocate to each such class proportionate amounts of each type of its income (such as ordinary income and capital
gains) based upon the percentage of total dividends paid to each class for the tax year. Accordingly, if the Fund issues preferred shares,
the Fund intends to allocate capital gain dividends, if any, between its Shares and preferred shares in proportion to the total dividends
paid to each class with respect to such tax year. Shareholders will be notified annually as to the U.S. federal tax status of distributions.
Sale or Other Taxable Disposition of Shares
Upon the sale or other taxable disposition of Shares
(except pursuant to a repurchase by the Fund, as described below), a Shareholder will generally realize a capital gain or loss in an amount
equal to the difference between the amount realized and the Shareholder’s adjusted tax basis in the Shares sold. Such gain or loss
will be long-term or short-term, depending upon the Shareholder’s holding period for the Shares. Generally, a Shareholder’s
gain or loss will be a long-term gain or loss if the Shares have been held for more than one year. For non-corporate taxpayers, long-term
capital gains are currently eligible for reduced rates of taxation.
No loss will be allowed on the sale or other taxable
disposition of Shares if the owner acquires (including pursuant to the Plan) or enters into a contract or option to acquire securities
that are substantially identical to such Shares within 30 days before or after the disposition. In such a case, the basis of the securities
acquired will be adjusted to reflect the disallowed loss. Losses realized by a Shareholder on the sale or other taxable disposition of
Shares held for six months or less are treated as long-term capital losses to the extent of any distribution of long-term capital gain
received (or amounts designated as undistributed capital gains) with respect to such Shares.
From time to time, the Fund may offer to repurchase its
outstanding Shares. Shareholders who tender all Shares held, or considered to be held, by them will be treated as having sold their Shares
and generally will realize a capital gain or loss. If a Shareholder tenders fewer than all of its Shares or fewer than all Shares tendered
are repurchased, such Shareholder may be treated as having received a taxable dividend upon the tender of its Shares. In such a case,
there is a risk that non-tendering Shareholders, and Shareholders who tender some but not all of their Shares or fewer than all of whose
Shares are repurchased, in each case whose percentage interests in the Fund increase as a result of such tender, will be treated as having
received a taxable distribution from the Fund.
Under U.S. Treasury regulations, if a Shareholder recognizes
a loss with respect to Shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder,
the shareholder must file with the IRS a disclosure statement on IRS Form 8886. Direct shareholders of portfolio securities are in many
cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. Future guidance may
extend the current exception from this reporting requirement to shareholders of most or all RICs. The fact that a loss is reportable under
these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders
should consult their tax advisers to determine the applicability of these regulations in light of their individual circumstances.
Nature of Fund’s Investments
Certain of the Fund’s hedging and derivatives
transactions are subject to special and complex U.S. federal income tax provisions that may, among other things, (i) disallow, suspend,
or otherwise limit the allowance of certain losses or deductions, (ii) convert lower-taxed, long-term capital gain into higher-taxed,
44
short-term capital gain or ordinary income, (iii) convert an ordinary loss or a deduction
into a capital loss (the deductibility of which is more limited), (iv) cause the Fund to recognize income or gain without a corresponding
receipt of cash, (v) adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur, (vi) adversely
alter the intended characterization of certain complex financial transactions, and (vii) produce income that will not be treated as qualifying
income for purposes of the 90% gross income test described above.
These rules could therefore affect the character, amount,
and timing of distributions to Shareholders and the Fund’s status as a RIC. The Fund will monitor its transactions and may make
certain tax elections in order to mitigate the effect of these provisions.
Below Grade Investments
The Fund expects to invest a substantial portion of its
Managed Assets in below investment grade (high-yield) instruments, commonly known as “high-yield” or “junk”
instruments. Investments in these types of instruments may present special tax issues for the Fund. U.S. federal income tax rules are
not entirely clear about issues such as when the Fund may cease to accrue interest, original issue discount or market discount, when and
to what extent deductions may be taken for bad debts or worthless instruments, how payments received on obligations in default should
be allocated between principal and income, and whether exchanges of debt obligations in a bankruptcy or workout context are taxable. These
and other issues will be addressed by the Fund, to the extent necessary, to preserve its status as a RIC and to distribute sufficient
income to not become subject to U.S. federal income tax.
Original Issue Discount
Investments by the Fund in debt obligations that are
treated under applicable tax rules as having original issue discount (such as zero coupon securities, debt instruments with pay-in-kind
interest, step-up bonds, or other discount securities) will result in income to the Fund equal to the accrued original issue discount
each year during which the Fund holds the securities, even if the Fund receives no corresponding cash interest payments. If the Fund purchases
debt instruments as part of a package of investments where the Fund also invests in common stock, other equity securities, or warrants,
the Fund might be required to accrue original issue discount in an amount equal to the value of such common stock, other equity securities,
or warrants (even if the face amount of such debt instruments does not exceed the Fund’s purchase price for such package of investments).
Original issue discount is included in determining the amount of income which the Fund must distribute to maintain its qualification for
the favorable U.S. federal income tax treatment generally accorded to RICs and to avoid the payment of U.S. federal income tax and the
nondeductible 4% U.S. federal excise tax. Because such income may not be matched by a corresponding cash distribution to the Fund, the
Fund may be required to borrow money or dispose of other securities to be able to make distributions to Shareholders.
Market Discount Securities
In general, the Fund will be treated as having acquired
a security with market discount if its stated redemption price at maturity (or, in the case of a security issued with original issue discount,
its revised issue price) exceeds the Fund’s initial tax basis in the security by more than a statutory de minimis amount. The Fund
will be required to treat any principal payments on, or any gain derived from the disposition of, any securities acquired with market
discount as ordinary income to the extent of the accrued market discount, unless the Fund makes an election to accrue market discount
on a current basis. If this election is not made, all or a portion of any deduction for interest expense incurred to purchase or carry
a market discount security may be deferred until the Fund sells or otherwise disposes of such security.
Currency Fluctuations
Under Section 988 of the Code, gains or losses attributable
to fluctuations in exchange rates between the time the Fund accrues income or receivables or expenses or other liabilities denominated
in a foreign currency and the time the Fund actually collects such income or receivables or pays such liabilities are
45
generally treated as ordinary income or loss. Similarly, gains or losses on foreign currency,
foreign currency forward contracts, certain foreign currency options or futures contracts, and the disposition of debt securities denominated
in foreign currency, to the extent attributable to fluctuations in exchange rates between the acquisition and disposition dates, are also
treated as ordinary income or loss.
Foreign Taxes
The Fund’s investment in non-U.S. securities may
be subject to non-U.S. withholding taxes. In that case, the Fund’s yield on those securities would be decreased. Shareholders will
generally not be entitled to claim a credit or deduction with respect to foreign taxes paid by the Fund.
Preferred Shares or Borrowings
If the Fund utilizes leverage through the issuance of
preferred shares or borrowings, it may be restricted by certain covenants with respect to the declaration of, and payment of, dividends
on Shares in certain circumstances. Limits on the Fund’s payments of dividends on Shares may prevent the Fund from meeting the
distribution requirements described above, and may, therefore, jeopardize the Fund’s qualification for taxation as a RIC and possibly
subject the Fund to the 4% excise tax. The Fund will endeavor to avoid restrictions on its ability to make dividend payments.
Backup Withholding
The Fund may be required to withhold from all distributions
and redemption proceeds payable to U.S. Shareholders who fail to provide the Fund with their correct taxpayer identification numbers or
to make required certifications, or who have been notified by the IRS that they are subject to backup withholding. Certain shareholders
specified in the Code generally are exempt from such backup withholding. This backup withholding is not an additional tax. Any amounts
withheld may be refunded or credited against the Shareholder’s U.S. federal income tax liability, provided the required information
is timely furnished to the IRS.
Foreign Shareholders
U.S. taxation of a shareholder who is a nonresident alien
individual, a foreign trust or estate, or a foreign corporation, as defined for U.S. federal income tax purposes (a “foreign shareholder”),
depends on whether the income from the Fund is “effectively connected” with a U.S. trade or business carried on by the shareholder.
If the income from the Fund is not “effectively
connected” with a U.S. trade or business carried on by the foreign shareholder, distributions of investment company taxable income
will be subject to a U.S. tax of 30% (or lower treaty rate), which tax is generally withheld from such distributions. However, dividends
paid by the Fund that are “interest-related dividends” or “short-term capital gain dividends” will generally
be exempt from such withholding, in each case to the extent the Fund properly reports such dividends to shareholders. For these purposes,
interest-related dividends and short-term capital gain dividends generally represent distributions of interest or short-term capital gains
that would not have been subject to U.S. federal withholding tax at the source if received directly by a foreign shareholder, and that
satisfy certain other requirements. A foreign shareholder whose income from the Fund is not “effectively connected” with
a U.S. trade or business would generally be exempt from U.S. federal income tax on capital gain dividends, any amounts retained by the
Fund that are designated as undistributed capital gains, and any gains realized upon the sale or taxable disposition of Shares.
However, a foreign shareholder who is a nonresident alien
individual and is physically present in the United States for more than 182 days during the taxable year and meets certain other requirements
will nevertheless be subject to a U.S. tax of 30% on such capital gain dividends, undistributed capital gains, and gains realized upon
the sale or taxable disposition of Shares.
If the income from the Fund is “effectively connected”
with a U.S. trade or business carried on by a foreign shareholder, then distributions of investment company taxable income, any capital
gain dividends, any amounts retained by the Fund that are designated as undistributed capital gains, and any gains
46
realized upon the sale or other taxable disposition of Shares will be subject to U.S.
federal income tax at the graduated rates applicable to U.S. citizens, residents, or domestic corporations. Foreign corporate shareholders
may also be subject to the branch profits tax imposed by the Code.
The Fund may be required to withhold from distributions
that are otherwise exempt from U.S. federal withholding tax (or taxable at a reduced treaty rate) unless the foreign shareholder certifies
his or her foreign status under penalties of perjury or otherwise establishes an exemption.
The tax consequences to a foreign shareholder entitled
to claim the benefits of an applicable tax treaty may differ from those described herein. Foreign shareholders are advised to consult
their own tax advisers with respect to the particular tax consequences to them of an investment in the Fund.
Additional Withholding Requirements
Under Sections 1471 through 1474
of the Code (such Sections commonly referred to as “FATCA”), a 30% United States federal withholding tax may apply to any
ordinary dividends and other distributions that the Fund pays to (i) a “foreign financial institution” (as specifically
defined in the Code), whether such foreign financial institution is the beneficial owner or an intermediary, unless such foreign financial
institution agrees to verify, report, and disclose its United States “account” holders (as specifically defined in the Code)
and meets certain other specified requirements or (ii) a non-financial foreign entity, whether such non-financial foreign entity is the
beneficial owner or an intermediary, unless such entity provides a certification that the beneficial owner of the payment does not have
any substantial United States owners or provides the name, address, and taxpayer identification number of each such substantial United
States owner and certain other specified requirements are met. In certain cases, the relevant foreign financial institution or non-financial
foreign entity may qualify for an exemption from, or be deemed to be in compliance with, these rules. In addition, foreign financial institutions
located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.
The Fund will not pay Shareholders any additional amounts in respect of amounts withheld under FATCA. You should consult your own tax
adviser regarding FATCA and whether it may be relevant to your ownership and disposition of Shares.
Other Taxation
Shareholders may be subject to state, local, and foreign
taxes on their Fund distributions. Shareholders are advised to consult their own tax advisers with respect to the particular tax consequences
to them of an investment in the Fund.
CUSTODIAN, TRANSFER AGENT, AND DIVIDEND
DISBURSEMENT AGENT
The primary custodian of the assets of the Fund is U.S.
Bank National Association, located at 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212. The custodian performs custodial
and fund accounting services and compliance services on behalf of the Fund. U.S. Bancorp Fund Services, LLC, located at 615 East Michigan
Street, Milwaukee, Wisconsin 53202, serves as the Fund’s transfer agent and dividend disbursing agent with respect to the Shares
of the Fund.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
Deloitte & Touche LLP is the independent registered
public accounting firm of the Fund and audits the financial statements of the Fund. Deloitte & Touche LLP is located at 111 SouthWacker
Drive, Chicago, Illinois 60606.
COUNSEL
Certain legal matters in connection with the common shares
will be passed upon for the Fund by Paul Hastings LLP and, with respect to certain matters of Maryland law, by Venable LLP. Paul Hastings
LLP may rely on the opinion of Venable LLP as to certain matters of Maryland law.
47
ADDITIONAL INFORMATION
A Registration Statement on Form N-2, including amendments
thereto, relating to the Shares offered hereby, has been filed by the Fund with the SEC in Washington, D.C. The Fund’s Prospectus
and this Statement of Additional Information do not contain all of the information set forth in the Registration Statement, including
any exhibits and schedules thereto. For further information with respect to the Fund and the Shares offered hereby, reference is made
to the Fund’s Registration Statement. Statements contained in the Fund’s Prospectus and this Statement of Additional Information
as to the contents of any contract or other document referred to are not necessarily complete and in each instance reference is made to
the copy of such contract or other document filed as an exhibit to the Registration Statement, each such statement being qualified in
all respects by such reference. Copies of the Registration Statement may be inspected without charge at the SEC’s principal office
in Washington, D.C., and copies of all or any part thereof may be obtained from the SEC upon the payment of certain fees prescribed by
the SEC or on the SEC’s website at http://www.sec.gov.
48
REGISTRATION STATEMENT
A Registration Statement on Form N-2, including any
amendments thereto (the “Registration Statement”), relating to the Shares of the Fund offered hereby, has been filed by
the Fund with the SEC, Washington, D.C. The Prospectus and this Statement of Additional Information are parts of, but do not contain all
of the information set forth in, the Registration Statement, including any exhibits and schedules thereto. For further information with
respect to the Fund and the Common Shares offered or to be offered hereby, reference is made to the Fund’s Registration Statement.
Statements contained in the Prospectus and this Statement of Additional Information as to the contents of any contract or other document
referred to are not necessarily complete and in each instance reference is made to the copy of such contract or other document filed as
an exhibit to the Registration Statement, each such statement being qualified in all respects by such reference. Copies of the Registration
Statement may be inspected without charge at the SEC’s principal office in Washington, D.C., and copies of all or any part thereof
may be obtained from the SEC upon the payment of certain fees prescribed by the SEC.
49
FINANCIAL STATEMENTS
The Fund’s audited financial
statements appearing in the Fund’s annual
shareholder report for the period ended December 31, 2022, are incorporated by reference in this Statement of Additional Information
and have been so incorporated in reliance upon the reports of Deloitte, independent registered public accounting firm for the Fund, whose
report is included in such https://www.brookfieldoaktree.com/fund/oaktree-diversified-income-fund-inc.
The annual shareholder report is available upon request
and without charge by writing to the Fund at. Oaktree Diversified Income Fund Inc. 250 Vesey Street, 15th Floor New York, New York 10281-1023.
50
Appendix A
Clients often grant Oaktree Fund Advisors, LLC (“Oaktree”)
the authority to vote proxies on their behalf. Proxy statements increasingly contain controversial issues involving shareholder rights
and corporate governance, among others, which deserve careful review and consideration. Oaktree has adopted and implemented policies and
procedures that are reasonably designed to ensure that proxies are voted in the best interest of investors and clients, in accordance
with our fiduciary duties and SEC Rule 206(4)6 under the Advisers Act. Our authority to vote the proxies of our clients is established
by the investment management agreements or similar documents.
Oaktree maintains written proxy voting guidelines, which
are amended as necessary. The proxy voting guidelines address a broad range of issues, including the selection of directors, executive
compensation, proxy contests and tender offer defenses. We generally vote in the manner as noted within the guidelines, unless a different
vote is deemed prudent under the specific circumstances, taking into consideration the contractual obligations under any investment management
agreement, or other comparable document, and all other relevant facts and circumstances at the time of the vote. It is our policy to perform
a detailed review of each proxy statement when considering the voting recommendations of the guidelines.
1. Delegation
of Voting Responsibility and Account Set Up
It is the responsibility of the Legal personnel who prepares
or reviews an investment management agreement, or other comparable document, to ensure that such agreement, prior to, or at the time of
execution, assigns responsibility of voting proxies, whether it be retained by the client or delegated to Oaktree.
There may be certain instances in which Oaktree’s
authority to vote proxies may be limited and as such the proxy voting guidelines may not be followed or a vote may not be placed. Such
occasions may include, but are not limited to, when (i) the client has mandated that Oaktree vote in accordance with their proxy voting
guidelines; or (ii) the client has chosen to participate in a securities lending program that may result in voting authority being lost
if a particular security is out on loan on the record date. In the case where a Managed Account client has requested that Oaktree vote
proxies in accordance with their guidelines, the Legal personnel reviewing the investment management agreement shall ensure that such
guidelines are received from the client prior to funding of the account. Additionally, Oaktree may in its discretion, under certain limited
facts and circumstances, abstain from voting proxies on behalf of its clients. Such facts and circumstances are documented and maintained
as evidence for abstaining from the proxy vote.
Upon receipt of an investment management agreement, or
other comparable document, the Compliance department sends the appropriate proxy voting provisions to the Corporate Actions department.
The Corporate Actions department is responsible for preparing the Proxy Account Guidelines Matrix which details the voting responsibility
for each Managed Account/Managed Fund and any other relevant details. The Corporate Actions department ensures that, for those Managed
Accounts/Managed Funds for which Oaktree has been delegated voting authority, contact is made with the appropriate custodian bank and/or
benefit plan trustee in order to receive proxy statements.
2. Voting Procedures
Determination of Vote
Proxies are generally considered by the investment professional
responsible for monitoring the security being voted. The Corporate Actions personnel responsible for proxies (with the exception of the
Emerging Markets Equities strategy, which handles the proxies relating to their investments) deliver to such investment professional the
proxy statement, the proxy voting guidelines and the Proxy Voting Form. The Proxy Voting Form serve as Oaktree’s record of the
following information:
(i)
whether the investment was held
as a passive investment or considered a significant holding;
(ii)
whether any material conflict
of interest existed in connection with the vote (see further discussion below for description of the procedures to be followed in the
instance of such occurrence);
51
(iii)
documentation of the vote for each proposal, including any additional
document created or utilized, if any, that was material to arriving at such a determination; and
(iv)
documentation of the basis and
rationale of the vote when the proxy voting guidelines were not followed, including the reasons why such guidelines were not used.
Once the investment professional has completed his or
her analysis, documented the vote, the basis for such vote and signed the form, it should be forwarded to designated Compliance personnel
for review. Such personnel ensure that all required documentation has been included, the vote is in accordance with the proxy voting guidelines,
or if not, documentation supporting such exception has been created. The information is then sent to Compliance personnel for a final
review, which is evidenced in the proxy documentation.
Corporate Actions personnel (with the exception of the
Emerging Markets Equities investment strategy, which handles the proxies relating to their investments) then takes the recommended vote
from the Proxy Voting Form and submit/transmit such vote(s) online unless the securities are held in physical form. If they are held in
physical form, the custodian banks will provide the physical proxy ballots to Oaktree for approval and election. Oaktree will then forward
the completed proxy ballots to the agent by mail in a timely manner. Copies of all such documents must be maintained to evidence submission
of each proxy vote (see discussion under record- keeping below for additional guidance).
The Emerging Markets Equities investment strategy follows
a similar process in which proxies are processed by the relevant Operations personnel and forwarded to the investment professional for
consideration. Once the investment professional has completed his or her analysis, documented the vote, the rationale for such vote, and
completed the Proxy Voting Form and received approval as necessary, the documentation is forwarded to designated Compliance personnel
for review and approval. Once approval is received, the relevant Operations personnel then takes the recommended vote from the approved
Proxy Voting Form and submit/transmit such vote(s) online.
Oaktree endeavors, on a best efforts basis, to vote all
proxies for which it has proxy voting authority in accordance with the applicable deadlines. Nevertheless, from time to time, proxies
may not be voted or are not voted in a timely manner due to various factors, for example receiving proxy notices late or after the cut-off
time for voting, not receiving sufficient information regarding proxy matters or certain custodian policies and restrictions.
Conflicts of Interest
Occasions may arise where a person
or organization involved in the proxy voting process may have a conflict of interest. A conflict of interest may exist, for example if
Oaktree has a business relationship with (or is actively soliciting business from) either the company soliciting the proxy, a third party
that has a material interest in the outcome of a proxy vote or that is actively lobbying for a particular outcome of a proxy vote. Any
person with knowledge of a personal conflict of interest (e.g. familial relationship with company
management) regarding a particular proxy vote must notify Legal or Compliance personnel.
Appropriate members of the Legal and/or Compliance department
review such circumstances to determine if a material conflict exists and address any such conflict by: (i) identifying the potential material
conflict of interest on the proxy voting form; and (ii) implementing appropriate procedures to address such material conflict of interest.
Such procedures may include, but not limited to: (i) having the investment professional remove him or herself from the voting process
to be replaced with another research analyst not directly involved; (ii) disclose the conflict to the client and obtain their consent
prior to voting; or (iii) a determination that the conflict is not material as neither Oaktree nor Managed Accounts/Managed Funds owns
more than 5% of the outstanding class of securities subject to the vote.
3. Tracking
Procedures
The Corporate Actions or Trade Support/Operations personnel
in each investment strategy in charge of proxies have been delegated the responsibility of communicating with each Managed Account/Managed
Fund” custodian bank, prime broker and/or benefit plan trustee to ensure that all proxies are received
52
and for the correct amount of holdings. In addition, such personnel are responsible for
ensuring that proxies are responded to in a timely manner and for transmitting appropriate voting instructions to the correct party. Information
is documented on a Proxy Tracking Form as follows:
(i)
Matching proxies received with stock
holdings on the record date as indicated on the proxy card to internal holding reports;
(ii)
Documenting reasons as to why
proxies were not received for any stock holdings; and
(iii)
Recording the dates on which votes
were submitted for each Managed Account/Managed Fund.
In addition to the above, Compliance personnel confirms
whether the shares subject to the proxy are held by more than one investment strategy. If the position is cross-held, Compliance personnel
may instruct coordination of the vote between the various investment strategies where the combined position is material (more than 5%
of the outstanding class of securities subject to the vote). The ultimate decision to coordinate voting requires an evaluation of the
relevant facts and circumstances with the relevant portfolio managers and Legal personnel.
4. Disclosure
to Clients
Oaktree clients that request additional
information regarding our proxy voting policies and procedures, or details on how we have voted specific proxies, can forward their written
requests to the attention of the Chief Compliance Officer at Oaktree Capital Management, L.P., 333 South Grand Avenue, Los Angeles, California,
90071, or via facsimile at (213) 830-6296. Disclosure of this option to clients is made through our Form ADV Part 2A. It is Oaktree’s
policy not to release proxy voting information to third parties.
In the event a request is received, the Compliance
department will forward such requests from clients to the appropriate Corporate Actions personnel or Trade Support/Operations personnel
in charge of proxies to facilitate and maintain the requested information.
5. Recordkeeping
Documentation that Oaktree has voted all proxies for
Managed Accounts/Managed Funds for which it has proxy voting authority is maintained by the Corporate Actions or Trade Support/Operations
personnel responsible for proxies. Such documentation includes for each proxy voted:
(i)
The proxy statement;
(ii)
Proxy Voting Form indicating voting
response, the basis and rationale for such vote, and any documentation or materials used in determining the vote;
(iii)
Proxy Tracking Form indicating
Managed Accounts/Managed Funds’ names, shares owned on record date, date voted, method of voting; and if Oaktree did not vote for
a particular Managed Account/Managed Fund the reasons behind such action; and
(iv)
List of client requests for proxy
voting information.
53
PART C—OTHER INFORMATION
Item 25. Financial Statements and Exhibits
The agreements included or incorporated by reference as exhibits to this registration statement contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosures that were made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.
The Registrant acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this registration statement not misleading.
1. Financial Statements:
Part A: Financial highlights for the fiscal year ended December 31, 2022.
Schedule of Investments as of December 31, 2022
Statement of Assets and Liabilities as of December 31, 2022
Statement of Operations through December 31, 2022
Statement of Changes in Net Assets through December 31, 2022
Statement of Cash Flows through December 31, 2022
Notes to Financial Statements
Report of Independent Registered Public Accounting Firm dated February 28, 2023
2. Exhibits:
| (a) | Articles of Amendment and Restatement.(1) |
| (b) | Amended and Restated Bylaws of the Registrant.(2) |
| (c) | Not applicable. |
| (d) | Not applicable. |
| (e) | Dividend Reinvestment Plan.(1) |
| (f) | Not applicable. |
| (g) | Investment Management Agreement between the Registrant and Oaktree Fund Advisors, LLC.(*) |
| (h)(1) | Distribution Agreement with Quasar Distributors, LLC.(*) |
| (h)(2) | Shareholder Servicing Plan.(1) |
| (h)(3) | Class T Distribution Plan Pursuant to Rule 12b-1.(3) |
| (h)(4) | 18f-3 Multi-Class Plan.(3) |
(*) Filed herewith.
(1) Incorporated by reference to the corresponding Exhibit number to the Registrant’s Registration Statement under the Securities Act of 1933 (File No. 333-257789 and 811-23715) on Form N-2, filed on October 22, 2021.
(2) Incorporated by reference to the corresponding Exhibit number to the Registrant’s Registration Statement under the Securities Act of 1933 (File No. 333-257789 and 811-23715) on Form N-2, filed on October 29, 2021.
(3) Incorporated by reference to the corresponding Exhibit number to the Registrant’s Registration Statement under the Securities Act of 1933 (File No. 333-257789 and 811-23715) on Form N-2, filed on April 29, 2022.
Item 26. Marketing Arrangements
See the Underwriting Agreement to be filed by amendment as Exhibit.
Item 27. Other Expenses of Issuance and Distribution
Not Applicable.
Item 28. Persons Controlled by or Under Common Control with the Registrant
None.
Item 29. Number of Holders of Shares
As of March 31, 2023, the number of record holders of each class of securities of the Registrant is as follows:
| Title of Class | Number of Record Holders | |||
| Class D (ODIDX) | 50 | |||
| Class T (ODITX) | 0 | |||
Item 30. Indemnification
Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its shareholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property, or services or (b) active and deliberate dishonesty that is established by a final judgment as being material to the cause of action. The Registrant’s charter contains such a provision that limits present and former directors’ and officers’ liability to the Registrant and its shareholders for money damages to the maximum extent permitted by Maryland law in effect from time to time, subject to the Investment Company Act of 1940, as amended.
The Registrant’s charter obligates, to the maximum extent permitted by Maryland law and the 1940 Act, the Registrant to indemnify any present or former director or officer or any individual who, while a director or officer of the Registrant and at the Registrant’s request, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan, or other enterprise as a director, officer, partner, or trustee, from and against any claim or liability to which that person may become subject or which that person may incur by reason of his or her status as a present or former director or officer of the Registrant or as a present or former director, officer, partner, or trustee of another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan, or other enterprise, and to pay or reimburse his or her reasonable expenses in advance of final disposition of a proceeding. The Registrant’s obligation to indemnify any director, officer, or other individual, however, is limited by the 1940 Act which prohibits the Registrant from indemnifying any director, officer, or other individual from any liability resulting from the willful misconduct, bad faith, gross negligence in the performance of duties, or reckless disregard of applicable obligations and duties of the directors, officers, or other individuals. To the maximum extent permitted by Maryland law and the 1940 Act, the Registrant’s charter also permits the Registrant to indemnify and advance expenses to any person who served a predecessor of the Registrant in any of the capacities described above and any employee or agent of the Registrant or a predecessor of the Registrant.
Maryland law requires a corporation (unless its charter provides otherwise, which the Registrant’s charter does not) to indemnify a director or officer who has been successful in the defense of any proceeding to which he or she is made, or threatened to be made, a party by reason of his or her service in that capacity. Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements, and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made, or threatened to be made, a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property, or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under Maryland law, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. In addition, Maryland law permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.
Item 31. Business and Other Connections of Investment Adviser
Oaktree Fund Advisors, LLC (the “Adviser”), a Delaware limited liability company and a registered investment adviser under the Investment Advisers Act of 1940, as amended, serves as investment adviser to the Registrant. The Adviser’s offices are located at 333 South Grand Avenue, Los Angeles, California, 90071. Information as to the officers and directors of the Adviser is included in its current Form ADV File No. 801-112570 filed with the Securities and Exchange Commission.
Item 32. Location of Accounts and Records
All accounts, books, and other documents required to be maintained by Section 31(a) of the 1940 Act relating to the Registrant are maintained at the following offices:
| 1. | Brookfield Public Securities Group LLC Brookfield Place 250 Vesey Street New York, New York 10281-1023 |
| 2. | Oaktree Fund Advisors, LLC 333 South Grand Avenue Los Angeles, California 90071 |
| 3. | U.S. Bancorp Fund Services, LLC 615 East Michigan Street Milwaukee, Wisconsin 53202 |
| 4. | U.S. Bancorp Fund Services, LLC 1201 South Alma School Road, Suite 3000 Mesa, Arizona 85210 |
| 5. | U.S. Bank National Association 1555 North River Center Drive, Suite 302 Milwaukee, Wisconsin 53212 |
Item 33. Management Services
Not applicable.
Item 34. Undertakings
| 1. | Not applicable. |
| 2. | Not applicable. |
| 3. | The Registrant undertakes: |
| a. | To file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement: |
| i. | to include any prospectus required by Section 10(a)(3) of the 1933 Act; |
| ii. | to reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the 1933 Act if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement. |
| iii. | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
| b. | That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof. |
| c. | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| d. | that, for the purpose of determining liability under the 1933 Act to any purchaser: (1) if the Registrant is subject to Rule 430B under the 1933 Act: (A) each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and (B) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) under the 1933 Act for the purpose of providing the information required by Section 10(a) of the 1933 Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or (2) if the Registrant is subject to Rule 430C under the 1933 Act: Each prospectus filed pursuant to Rule 424(b) under the 1933 Act as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or prospectuses filed in reliance on Rule 430A under the 1933 Act, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
| e. | that for the purpose of determining liability of the Registrant under the 1933 Act to any purchaser in the initial distribution of securities: |
| The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser: |
| (1) | any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 under the 1933 Act; |
| (2) | free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; |
| (3) | the portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the 1933 Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and |
| (4) | any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. |
| 4. | Not applicable. |
| 5. | Not applicable. |
| 6. | Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such, indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. |
| 7. | The Registrant undertakes to send by first-class mail or other means designed to ensure equally prompt delivery within two business days of receipt of a written or oral request, any Prospectus or Statement of Additional Information. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that this Post-Effective Amendment No. 3 to the Fund’s Registration Statement filed on Form N-2 (“PEA 3”) meets all of the requirements for effectiveness under Rule 486(b) and has duly caused PEA 3 to be signed on its behalf by the undersigned, thereunto duly authorized, on the 1st day of May, 2023.
| OAKTREE DIVERSIFIED INCOME FUND INC. | ||
| By: | /s/ Brian F. Hurley | |
| Brian F. Hurley | ||
| President | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Capacity | Date | ||
| /s/ Brian F. Hurley | President (Principal Executive Officer) | May 1, 2023 | ||
| Brian F. Hurley | ||||
| /s/ Casey P. Tushaus* | Treasurer (Principal Financial and Accounting Officer) | May 1, 2023 | ||
| Casey P. Tushaus | ||||
| /s/ Heather S. Goldman* | Director | May 1, 2023 | ||
| Heather S. Goldman | ||||
| /s/ David Levi* | Director | May 1, 2023 | ||
| David Levi | ||||
| /s/ Edward A. Kuczmarski* | Director | May 1, 2023 | ||
| Edward A. Kuczmarski | ||||
| /s/ Stuart A. McFarland* | Director | May 1, 2023 | ||
| Stuart A. McFarland | ||||
| /s/ William H. Wright II* | Director | May 1, 2023 | ||
| William H. Wright II | ||||
| By: | /s/ Brian F. Hurley | |
| Brian F. Hurley | ||
| Attorney-In-Fact, pursuant to Power of Attorney |
Exhibit Index
