OAKTREE DIVERSIFIED INCOME FUND INC.
225 Liberty Street, 35th Floor
New York, New York 10281
NOTICE OF 2024 SPECIAL MEETING OF STOCKHOLDERS
May 28, 2024
To the Stockholders:
Notice is hereby given that the 2024 Special Meeting of Stockholders (the“Meeting”) of Oaktree Diversified Income Fund Inc., a Maryland corporation(the “Fund”), will be held on Thursday, June 20, 2024, at 8:00 a.m., Eastern
Time, for the following purposes:
1.

To elect two (2) Directors to the Board of Directors.

2.

To transact any other business that may properly come before theMeeting or any adjournment or postponement thereof.

The Board of Directors recommends that you vote “FOR” the nominees
named in the proxy statement.
The Meeting will be held in a virtual meeting format only. Stockholders
will not be able to attend the Meeting in person. In order to participate in andvote at the Meeting, stockholders of record as of the close of business on
April 30, 2024 (the “Record Date”) need to register for the Meeting.
If you are a registered holder, and wish to attend and vote at the Meeting,please send an email including your full name and address to the Fund’s proxysolicitor,
Equiniti
Trust
Company,
LLC(“Equiniti”),
atattendameeting@equiniti.com with “Oaktree Diversified Income Fund Inc.
virtual meeting” in the subject line. After receiving this information, Equiniti
will then email you the virtual meeting access information and instructions forvoting during the Meeting. If you hold common shares of stock (“Shares”)
beneficially through a bank or broker, you will receive information regarding
how to instruct your bank or broker to cast your vote. If you wish to attend andvote at the Meeting, you must first obtain a legal proxy from your financial
intermediary reflecting the Fund’s name, the number of Shares you held as of
the Record Date, as well as your name and address. You may forward an email
from your intermediary containing the legal proxy or attach an image of thelegal proxy via email to attendameeting@equiniti.com with “Legal Proxy” inthe subject line. After receiving this information, Equiniti will then email you
the virtual meeting access information and instructions for voting during theMeeting.
Stockholders of record as of the close of the Record Date are entitled to
notice of, and to vote at, the Meeting or any adjournment or postponement
thereof. You are being asked to participate at the Meeting either virtually or byproxy. If you attend the Meeting and are a stockholder of record as of the closeof business on the Record Date, you may vote your Shares at the Meeting.

Regardless of whether you plan to attend the Meeting, please complete, date,sign and return promptly in the enclosed envelope the accompanying proxy.
This is important to ensure a quorum at the Meeting.
In addition to authorizing a proxy to vote by mail, you may also authorize
a proxy to vote your Shares via the internet or telephone, as follows:
To vote by the internet:(1) Read the Proxy Statement and have the enclosed proxy card at hand.
(2) Go to the website that appears on the enclosed proxy card.
(3) Enter the control number set forth on the enclosed proxy card andfollow the simple instructions.
To vote by telephone:(1) Read the Proxy Statement and have the enclosed proxy card at hand.
(2) Refer to the toll-free number that appears on the enclosed proxycard.
(3) Follow the instructions.
We encourage you to authorize a proxy to vote your Shares via the internet
using the control number that appears on your enclosed proxy card. Use ofinternet voting will reduce the time and costs associated with this proxysolicitation. Whichever method you choose, please read the enclosed Proxy
Statement carefully before you vote. If you should have any questions about
this Notice or the proxy materials, we encourage you to call us at(888) 886-4425.
By Order of the Board of Directors,/s/ Craig Ruckman
Craig Ruckman
Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF
PROXY MATERIALS FOR THE SPECIAL MEETING OF
STOCKHOLDERS TO BE HELD ON JUNE 20, 2024
The Fund’s Notice of 2024 Special Meeting of Stockholders, Proxy
Statement and Form of Proxy are available on the internet athttps://vote.proxyonline.com/brookfield/docs/odif.pdf.
WE NEED YOUR PROXY VOTE IMMEDIATELY.
YOU MAY THINK YOUR VOTE IS NOT IMPORTANT, BUT IT IS
VITAL. AT THE MEETING OF STOCKHOLDERS, THE FUND WILL
BE UNABLE TO CONDUCT ANY BUSINESS IF LESS THAN ONETHIRD OF ALL THE VOTES ENTITLED TO BE CAST ARE
REPRESENTED. IN THAT EVENT, THE MEETING MAY BE
ADJOURNED AND THE FUND, AT THE STOCKHOLDERS’
EXPENSE, WOULD CONTINUE TO SOLICIT VOTES IN AN
ATTEMPT TO ACHIEVE A QUORUM.
CLEARLY, YOUR VOTE COULD BE CRITICAL TO ENABLE THE
FUND TO HOLD THE MEETING AS SCHEDULED, SO PLEASE
RETURN YOUR PROXY CARD IMMEDIATELY. YOU AND ALL
OTHER STOCKHOLDERS WILL BENEFIT FROM YOUR
COOPERATION.

Instructions for Signing Proxy Cards
The following general rules for signing proxy cards may be of assistanceto you and avoid the time and expense involved in validating your vote if you
fail to sign your proxy card properly.
1. Individual Accounts. Sign your name exactly as it appears in theregistration on the proxy card.
2. Joint Accounts. Either party may sign, but the name of the party
signing should conform exactly to the name shown in the registration.
3. All Other Accounts. The capacity of the individual signing the proxycard should be indicated unless it is reflected in the form of registration. For
example:Registration

Valid Signature

Corporate Accounts(1) ABC Corp.
(2) ABC Corp.
(3) ABC Corp. c/o John Doe, Treasurer(4) ABC Corp. Profit Sharing Plan

ABC Corp. (by John Doe,
Treasurer)
John Doe, Treasurer
John DoeJohn Doe, Director

Trust Accounts(1) ABC Trust
Jane B. Doe, Director(2) Jane B. Doe, Director u/t/d 12/28/78 Jane B. Doe
Custodial or Estate Accounts(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr.
UGMA(2) John B. Smith

John B. Smith

John B. Smith, Jr., Executor

YOUR VOTE IS IMPORTANT. PLEASE AUTHORIZE A PROXY TO
VOTE YOUR SHARES PROMPTLY, NO MATTER HOW MANYSHARES YOU OWN.

1QUESTIONS AND ANSWERS
Why am I receiving this Proxy Statement?
Stockholders of the Fund are being asked to consider and vote on a
proposal to elect two (2) Directors to the Board of Directors (the “Board” or
the “Directors”) of the Fund (the “Proposal”). The current Directors, a majorityof whom are not “interested persons” (as defined in the Investment Company
Act of 1940, as amended (the “1940 Act”)), have unanimously recommended
that each proposed individual be submitted to the Fund’s stockholders forelection at the special meeting of stockholders (the “Meeting”). The 1940 Act
requires a certain percentage of the directors of the Fund to have been electedby stockholders and that such elections occur before the Board can appoint any
new Director to fill vacancies or expand the Board. The Board recommends
that you vote for the Proposal in order to elect two (2) Directors to the Fund’s
Board that were recently appointed to the Board and to facilitate futurecompliance with the requirements of the 1940 Act. On April 30, 2024, you
owned shares of common stock (“Shares”) of the Fund and, as a result, have aright to vote on the Proposal.
What proposals am I being asked to vote on?
You are being asked to vote on the Proposal to elect two (2) Directors,
Mr. Brian F. Hurley and Ms. Betty A. Whelchel (the “Director Nominees” or“Nominees”), to the Board of Directors. The Proxy Statement describes the
Proposal in more detail.
Why am I being asked to elect Directors?
The Fund is governed by the Board. Although the Board can ordinarily
appoint new directors without a stockholder vote, the 1940 Act requires a certain
percentage of the directors to have been elected by stockholders and that suchelections occur before the Board can appoint any new director to fill vacancies
or expand the Board. To facilitate future appointments to the Board to fillvacancies or expand the Board, the Board is recommending that stockholdersof the Fund elect to the Board: (i) Mr. Hurley, who is an “interested person” (assuch term is defined in the 1940 Act) of the Fund (an “Interested Director”);
and (ii) Ms. Whelchel, who is not an “interested person” (as such term is definedin the 1940 Act) of the Fund (an “Independent Director”). Mr. Hurley currently
serves on the Board as an “Interested Director,” and Ms. Whelchel currently
serves on the Board as an “Independent Director” under the 1940 Act.
When will the new Directors take office?
Mr. Hurley and Ms. Whelchel are currently serving as Directors on the
Board and are expected to continue serving as Directors regardless of whether
they are elected by stockholders at the Meeting.

2

What role does the Board play?
The Directors serve as your representatives. They are fiduciaries and havean obligation to serve the best interests of stockholders. The Directors review
the Fund’s performance, oversee the Fund and the Fund’s activities, and review
contractual arrangements with companies that provide services to the Fund.
Do Directors receive compensation for their services?
Each Independent Director receives compensation for his or her service
on the Board. The Interested Directors do not receive compensation for theirservice on the Board. The Proxy Statement provides details about each Nominee
and compensation to be paid to the Independent Directors.
Who is paying for my stockholder meeting and Proxy Statement?
The Fund will bear the costs, fees and expenses incurred in connection
with the Proxy Statement. Oaktree Fund Advisors, LLC (the “Adviser”), theinvestment adviser to the Fund has contractually agreed to limit certain expensesof the Fund as part of operating expense limitation agreements and to the extent
that such an agreement applies to the Fund, the Adviser will indirectly pay theproxy costs incurred by the Fund.
Who is eligible to vote?
Any person who owned shares of the Fund on the “Record Date,” which
was April 30, 2024.
What is the required vote?
If a quorum is present, a plurality of all the votes cast shall be sufficient
to approve the Proposal. A “plurality of votes cast” means that those Nominees
receiving the two highest numbers of affirmative votes cast, whether or not
such votes constitute a majority, will be elected at the Meeting. For purposes ofelecting Directors, not voting or withholding your vote by voting “abstain” (ora direction to your broker, bank or other nominee to withhold your vote, called
a “broker non-vote”) is not counted as a vote cast, and therefore will have noeffect on the outcome of the election of Directors.
I have only a few shares – does my vote matter?
Your vote is important. If many stockholders choose not to vote, the Fundmight not receive enough votes to reach a quorum to hold the Meeting. If it
appears that there will not be a quorum, the Fund would have to send additional
mailings or otherwise solicit stockholders to try to obtain more votes.
How does the Board suggest I vote in connection with the Proposal?
The current members of the Board, including all of the Independent
Directors, recommend that you vote in favor of the Proposal.
3How do I vote my Shares?
You can vote in any of the following ways:
Internet: Have your proxy card available. Vote on the internet by accessing
the website address on your proxy card. Enter your control number from yourproxy card. Follow the instructions found on the website;
Telephone: Have your proxy card available. You may vote by telephone bycalling the number on your proxy card. Enter the control number on the proxycard and follow the instructions provided (A confirmation of your telephone
vote will be mailed to you.);
Mail: Vote, sign, date and return the enclosed proxy card in the enclosed
postage-paid envelope.
When and where will the Meeting be held?
The Meeting will be held on June 20, 2024, at 8:00 a.m., Eastern Time.
The Meeting will be held in a virtual meeting format only. Stockholders will
not be able to attend the Meeting in person. If you owned shares as of theRecord Date and wish to participate in the Meeting, you must email Equiniti
Trust Company, LLC (“Equiniti”) at attendameeting@equiniti.com, in order toregister to attend the Meeting, obtain the credentials to access the Meeting, andverify that you were a stockholder on the Record Date. If you are a record
owner of shares, please have your 15-digit control number on your proxy card
available when you call or include it in your email. You may vote during theMeeting by following the instructions that will be available on the Meetingwebsite during the Meeting.
If you hold your shares through an intermediary, such as a bank or broker,
as of the Record Date, you must provide a legal proxy from that institution inorder to vote your shares at the Meeting. You may forward an email from yourintermediary or attach an image of your legal proxy and transmit it via email toEquiniti at attendameeting@equiniti.com and you should label the email “Legal
Proxy” in the subject line. If you hold your shares through an intermediary asof the Record Date and wish to attend, but not vote at, the Meeting, you mustverify to Equiniti that you owned shares as of the Record Date through an
account statement or some other similar means.
Requests for registration must be received by Equiniti no later than
5:00 p.m., Eastern Time, on June 19, 2024. You will then receive a confirmation
email from Equiniti of your registration and a control number that will allow
you to vote at the Meeting.
Whom should I call for more information about the Proxy Statement?
For more information regarding the Proxy Statement for the Meeting,please call (888) 886-4425.
4

OAKTREE DIVERSIFIED INCOME FUND INC.
225 Liberty Street, 35th Floor
New York, New York 10281
PROXY STATEMENT
This Proxy Statement is furnished to the holders of common shares ofstock, par value of $0.001 per share (“Shares”) of Oaktree Diversified Income
Fund Inc., a Maryland corporation (the “Fund”), of proxies to be exercised atthe 2024 Special Meeting of Stockholders (the “Meeting”) of the Fund to beheld on Thursday, June 20, 2024 at 8:00 a.m., Eastern Time (and at any
adjournment or postponements thereof) for the purposes set forth in theaccompanying Notice of Special Meeting of Stockholders. This Proxy
Statement and the accompanying Form of Proxy are first being sent tostockholders on or about May 28, 2024.
The Meeting has been called for the following purposes:
1.

To elect two (2) Directors to the Board of Directors.

2.

To transact any other business that may properly come before theMeeting or any adjournment or postponement thereof.

The Meeting will be held solely on the internet by virtual means. You will
not be able to attend the Meeting in person.
The persons named as proxy holders on the proxy card will vote inaccordance with your instructions and, unless specified to the contrary, will
vote “FOR” the election of the Director Nominees. The close of business on
April 30, 2024, has been fixed as the record date (the “Record Date”) for thedetermination of stockholders entitled to receive notice of, and to vote at, theMeeting. Each outstanding full share of common stock of the Fund is entitledto one vote for as many individuals as there are directors to be elected at the
Meeting, and one vote for each other matter properly presented at the Meeting.
Votes may not be cumulated. At the close of business on the Record Date, theFund had 33,858,296.98 Shares.
Under the Bylaws of the Fund, the presence in person or by proxy ofstockholders entitled to cast one-third of all the votes entitled to be castconstitutes a quorum. In the event that a quorum is not present at the Meetingor otherwise, the chairperson of the Meeting has the power to adjourn the
Meeting from time to time, to a date not more than 120 days after the Record
Date without notice other than announcement at the Meeting.
For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and broker “non-votes” (that is, proxies
from brokers or nominees indicating that such persons have not received
instructions from the beneficial owner or other persons entitled to vote Shares5

on a particular matter with respect to which the brokers or nominees do nothave discretionary power), if any, will be treated as Shares that are present forquorum purposes but not “entitled to vote.” Abstentions will have the effect as
votes against the proposal to elect two (2) Directors to the Board of Directors(the “Board” or the “Directors”) of the Fund (the “Proposal”). Broker“non-votes” will have no effect on the outcome of the vote on the Proposal.
Since banks and brokers will have discretionary authority to vote Shares in theabsence of voting instructions from stockholders with respect to the Proposal,
we expect that there will be no broker “non-votes.”
Stockholders who execute proxies retain the right to revoke them by:(a) written notice received by the Secretary of the Fund at any time before thatproxy is exercised; (b) signing a proxy bearing a later date or; (c) attending theMeeting and voting in person (attendance at the Meeting will not, by itself,
revoke a properly executed proxy). If you hold your Shares in “street name”(that is, through a broker or other nominee), you should instruct your broker or
nominee how to vote your Shares by following the voting instructions provided
by your broker or nominee.
In order to participate in and vote your Shares at the Meeting, stockholders
as of the Record Date need to register for the Meeting.
If you are a registered holder, and wish to attend and vote at the Meeting,you must:•

Send an email including your full name and address to the Fund’s
proxy solicitor, Equiniti Trust Company, LLC (“Equiniti”), at
attendameeting@equiniti.com with “Oaktree Diversified Income
Fund Inc. virtual meeting” in the subject line. After receiving thisinformation, Equiniti will then email you the virtual meeting accessinformation and instructions for voting during the Meeting. You willneed the control number found on your proxy card as part of theregistration process.

If your Shares are registered in the name of your broker, bank, or otheragent, you are the “beneficial owner” of those Shares and those Shares are
considered as held in “street name.” If you hold your Shares in “street name”
and wish to attend and vote at the Meeting, you must:•

Obtain a legal proxy from your broker, bank or other nomineereflecting the Fund’s name, the number of Shares you held as of theRecord Date, as well as your name and address. You may forward an
email from your intermediary containing the legal proxy or attach animage of the legal proxy via email to Equiniti at
attendameeting@equiniti.com with “Legal Proxy” in the subject line.
After receiving this information, Equiniti will then email you thevirtual meeting access information and instructions for voting during
the Meeting.
6You will receive a confirmation of your registration by email after Equiniti
receives your registration materials. If you wish to vote your Shares
electronically at the Meeting, please follow the instructions provided by Equiniti
in its confirmation email. On the day of the Meeting, we encourage you toaccess the Meeting prior to start time leaving ample time to check in.
Stockholders may request copies of the Fund’s most recent annual
report, including the financial statements, without charge, by writing toInvestor Relations, Oaktree Diversified Income Fund Inc., 225 Liberty
Street, 35th Floor, New York, New York 10281. These reports also areavailable on the Fund’s website at https://brookfieldoaktree.com/. These
documents have been filed with the Securities and Exchange Commission
and are available at www.sec.gov.
PROPOSAL: ELECTION OF DIRECTORSStockholders of the Fund are being asked to consider and vote on a
proposal to elect two (2) Directors to the Board of Directors (the “Board” or
the “Directors”) of the Fund (the “Proposal”). The proposed individuals
standing for election at the Meeting, Mr. Brian F. Hurley and Ms. Betty
Whelchel (the “Director Nominees” or “Nominees”), currently serve as
Directors of the Fund.
At a meeting of the Board of Directors held on February 21-22, 2024 (the“February Board Meeting”), Mr. David W. Levi resigned as a Director of theFund, effective March 29, 2024. Mr. Levi served as a Director of the Fund since
its inception in 2021, and was an “interested person” (as such term is definedin the Investment Company Act of 1940, as amended (the “1940 Act”)) of theFund (an “Interested Director”). At the February Board Meeting, the Board
considered and approved the appointment of Mr. Brian F. Hurley to serve as an
Interested Director of the Fund, effective March 29, 2024, filling the vacancy
created by Mr. Levi’s resignation. Mr. Hurley has served as President of theFund since its inception in 2021. In addition, the Board previously approved
the appointment of Ms. Betty A. Whelchel, who is not considered an “interested
person” (as such term is defined in the 1940 Act) of the Fund (an “Independent
Director”), to serve as an Independent Director of the Fund, effective January 1,
2024. Since her appointment, Ms. Whelchel has served as an Independent
Director of the Fund, and a member of the Audit and Nominating andCompensation Committees.
The Director Nominees have consented to stand for election and tocontinue to serve if elected. If elected, the Director Nominees will each holdoffice until his or her resignation, retirement, death or removal or until his or
her respective successor is duly elected and qualified.
*

*
7

*

As described above, there are two (2) Director Nominees for election to
the Board at this time. The affirmative vote of a plurality of all the votes cast at
the Meeting, if a quorum is present, is sufficient to elect a Director.
The Board of Directors recommends that the stockholders vote “FOR”
the election of each Director Nominee in the Proposal.
Information Concerning Nominees and Directors
The following table provides information concerning each of the Directors
and the Director Nominees of the Board, as of the date of this Proxy Statement.
The Nominee for Interested Director is listed under “Interested Director
Nominee.” The Nominee for Independent Director is listed under “Independent
Director Nominee.” The Fund has a retirement policy that sets a mandatory
retirement age of 78 for the Directors. However, two additional one-year
extensions up to the age of 80 may be implemented on an annual basis pending
the unanimous vote by the other Directors.

Name, Address(*)
and Year of Birth

Position(s)Held with Fund,
Length ofTime Served andTerm of Office(1)Principal Occupation(s)During Past 5 Years andOther Directorships
Held by Director

Number ofPortfolios inFund Complex
Overseen
by Director(**)

Interested Director Nominee
Brian F.
Hurley(***)
Born: 1977

President since 2021
and Director since
March 29, 2024(2)President of several
investment companies
advised or administeredby PSG (2014-Present);
General Counsel of the
PSG (2017-Present);
General Counsel of
Brookfield Oaktree
Wealth Solutions (2021Present); Managing
Partner of Brookfield
Asset Management Inc.
(2016-Present).

88

Name, Address(*)
and Year of Birth

Position(s)Held with Fund,
Length ofTime Served andTerm of Office(1)Principal Occupation(s)During Past 5 Years andOther Directorships
Held by Director

Number ofPortfolios inFund Complex
Overseen
by Director(**)

Independent Director Nominee
Betty A. Whelchel Director, Member ofthe Audit Committee,
Born: 1956
Member of theNominating andCompensation
Committee

Director/Trustee ofseveral investmentcompanies advised oradministered by PSG(2024-Present); U.S. Headof Public Policy:
Regulatory Affairs of
BNP Paribas (2016-2019).

Since January 1,2024(3)( )*8Address: Brookfield Place, 225 Liberty Street, 35th Floor, New York, New York 10281, unlessotherwise noted.
(**) The Fund Complex is comprised of the Fund, Brookfield Investment Funds (5 series ofunderlying portfolios), Brookfield Infrastructure Income Fund Inc. and Brookfield Real
Assets Income Fund Inc.
(***) Designates individuals who are “interested persons” of the Fund, as defined by the Investment
Company Act of 1940, as amended (the “1940 Act”), because of affiliations with the Adviser.
(1)
Each Director will hold office for an indefinite term until the earliest of (i) the next meetingof stockholders, if any, called for the purpose of considering the election or re-election ofsuch Director and until the election and qualification of his or her successor, if any, elected
at such meeting, or (ii) the date a Director resigns or retires, or a Director is removed by the
Board or stockholders, in accordance with the Fund’s Charter and Bylaws. Each officer willhold office for an indefinite term or until the date he resigns or retires or until his successor
is elected and qualified.
(2)
Mr. Brian F. Hurley was appointed as an interested director/trustee of the Fund Complex
effective March 29, 2024.
(3)
Ms. Betty A. Whelchel was appointed as an independent director/trustee of the Fund Complex
effective January 1, 2024.

9Officers of the Funds
The officers of the Fund are elected by the Board either at its annual
meeting, or at any subsequent regular or special meeting of the Board. The
Board of the Fund has appointed five officers, each to hold office at thediscretion of the Board until his successor is elected and qualifies or until his
resignation or removal. Except where dates of service are noted, all officers
listed below served the Fund as such throughout the fiscal year ended
December 31, 2023. The following table sets forth information concerning each
officer of the Fund as of the date of this Proxy Statement:
Name, Address(*)
and Year of Birth

Brian F. Hurley(**)
Born: 1977

Casey Tushaus
Born: 1982

Position(s)Held with
Fund

Length ofPrincipal Occupation(s)Time Served(1) During Past 5 Years

President
andDirector

President
since 2021
and Director
sinceMarch 29,2024(2)President of several investmentcompanies advised oradministered by PSG (2014Present); General Counsel ofthe PSG (2017-Present);
General Counsel of BrookfieldOaktree Wealth Solutions(2021-Present); Managing
Partner of Brookfield AssetManagement Inc. (2016Present).

Treasurer

Served since
2021

Treasurer of several investmentcompanies advised oradministered by PSG (2021Present); Assistant Treasurer ofseveral investment companies
advised or administered by the
Administrator (2016-2021);
Director of the Administrator(2021-Present); Vice President of
the Administrator (2014-2021).

10

Name, Address(*)
and Year of Birth

Position(s)Held with
Fund

Craig Ruckman

SecretaryServed since2022

Secretary of several investmentcompanies advised oradministered by PSG (2022Present); Managing Director of
the Adviser (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); andChief Legal Officer of Allianz
Global Investors Distributors
LLC (2019-2022).

Chief
Served sinceCompliance 2021
Officer(“CCO”)CCO of several investmentcompanies advised oradministered by PSG (2017Present); Director of the
Administrator (2017-Present);
CCO of Brookfield Investment
Management (Canada) Inc.
(2017-2023).

Assistant
Treasurer

Assistant Treasurer of several
investment companies advisedor administered by PSG (2016Present); Vice President of the
Administrator (2019-Present);
Assistant Vice President of the
Administrator (2014-2019).

Born: 1977

Adam R. Sachs
Born: 1984

Mohamed Rasul
Born: 1981

Length ofPrincipal Occupation(s)Time Served(1) During Past 5 Years

Served since
2021

( )

*

Address: Brookfield Place, 225 Liberty Street, 35th Floor, New York, New York 10281, unlessotherwise noted.
(**) Directors who are not considered to be “interested persons” of the Fund as defined in the1940 Act are considered to be “Independent Directors.”(1)
Mr. Hurley will hold office as Director for an indefinite term until the earliest of: (i) the next
meeting of stockholders, if any, called for the purpose of considering the election or re-electionof Mr. Hurley and until the election and qualification of his successor, if any, elected at suchmeeting; or (ii) the date Mr. Hurley resigns or retires, or is removed by the Board or
stockholders, in accordance with the Fund’s Charter and Bylaws. Each officer will hold office
for an indefinite term or until the date he resigns or retires until his successor is elected andqualified.
(2)
Mr. Brian F. Hurley was appointed as an interested director/trustee of the Fund Complex
effective March 29, 2024.

11

Share Ownership
As of the Record Date, the Director Nominees, Directors, and officers of
the Fund beneficially owned individually and collectively as a group less than
1% of the outstanding shares of the Fund.
The following table sets forth the aggregate dollar range of equity
securities owned by each Director of the Fund and of all funds overseen byeach Director in the Adviser’s family of investment companies (the “FundComplex”) as of December 31, 2023. As of the date of this Proxy Statement,
the Fund Complex is comprised of the Fund, Brookfield Infrastructure Income
Fund Inc., Brookfield Real Assets Income Fund Inc., and Brookfield Investment
Funds and its five series of underlying portfolios: Brookfield Global Listed
Real Estate Fund, Brookfield Global Listed Infrastructure Fund, Brookfield
Global Renewables & Sustainable Infrastructure Fund, Center Coast Brookfield
Midstream Focus Fund, and Oaktree Emerging Markets Equity Fund. The costof each Director’s investment in the Fund Complex may vary from the current
dollar range of equity securities shown below, which is calculated on a market
value basis as of December 31, 2023. The information as to beneficial
ownership is based on statements furnished to the Fund by each Director.

Name of
Nominees/Directors
Interested Director Nominee
Brian F. Hurley(3)Independent Director Nominee
Betty A. Whelchel(4)Independent Directors
Edward A. Kuczmarski
Stuart A. McFarland
Heather S. Goldman
William H. Wright II*(1)

Dollar Range of
Equity Securities
Held in the Fund(1)Aggregate
Dollar Range of
Equity Securities
Held in the Familyof Investment
Companies*(1)(2)

A

C

A

A

A
A
A
A

D
E
D
A

Key to Dollar Ranges:
A. NoneB. $1 – $10,000
C. $10,001 – $50,000
D. $50,001 – $100,000
E. Over $100,000“Beneficial Ownership” is determined in accordance with Rule 16a-1(a)(2) of the Securities
Exchange Act of 1934, as amended 1934 Act (the “Exchange Act”).

12

(2)

(3)

(4)

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 investmentcompanies (the “Fund Complex”) as of December 31, 2023.
Mr. Brian F. Hurley was appointed as an interested director/trustee of the Fund Complex
effective March 29, 2024.
Ms. Betty A. Whelchel was appointed as an independent director/trustee of the Fund Complex
effective January 1, 2024.

Information Regarding the Board and its Committees
The Role of the Board
The business and affairs of the Fund are managed under the direction of
the Board. The Board provides oversight of the management and operations of
the Fund. As is the case with virtually all investment companies (asdistinguished from operating companies), the day-to-day management andoperation of the Fund is the responsibility of various service providers to theFund, such as the Fund’s investment adviser and administrator, custodian, andtransfer agent, each of whom are discussed in greater detail in the Fund’s
Statement of Additional Information. The Board approves all significant
agreements between the Fund and its service providers. The Board has
appointed senior employees of the Administrator (as defined below) as officersof 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 theBoard’s review of recent Fund operations. From time to time, one or moremembers 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 oversightand not of management of the day-to-day affairs of the Fund, and its oversightrole 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 toperform its oversight function effectively. It has established three standing
committees, an Audit Committee (the “Audit Committee”), a Nominating andCompensation Committee (the “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 Chair of the Board, are Independent
Directors, which are Directors that are not affiliated with the Adviser,13

Administrator, or their 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 mattersfor consideration by the Board and the Chair has an active role in the agendasetting process for Board meetings. The Audit Committee Chair also has anactive role in the agenda-setting process for the Audit Committee meetings.
The Fund’s Board has adopted Fund Governance Policies and Procedures toensure that the Board is properly constituted in accordance with the 1940 Act
and to set forth examples of certain of the significant matters for considerationby the Board and/or its Committees in order to facilitate the Board’s oversightfunction.
The Board has determined that its leadership structure is appropriate. In
addition, the Board also has determined that the structure, function, andcomposition of the Committees are appropriate means to provide effective
oversight on behalf of Fund stockholders. The Independent Directors haveengaged their own independent counsel to advise them on matters relating totheir 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 withappropriate management and other personnel. Because risk management is abroad concept comprised of many elements, Board oversight of different typesof risks is handled in different ways. For example, the full Board receives andreviews 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, theAdviser 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 therequirements of the Sarbanes-Oxley Act 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.

14

Information about Each Director’s Qualification, Experience, Attributes
or Skills
The Board believes that each of the Directors has the qualifications,experience, attributes, and skills (“Director Attributes”) appropriate to serve asa 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 and effectiveness of the Board and the Committees arereviewed.
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, suchas 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 stockholder interests. In conducting its
self-assessment, the Board has determined that the Directors have theappropriate attributes and experience to serve effectively as Directors of the
Fund.
•

Heather S. Goldman – In addition to her tenure as a Director of theFund, Ms. Goldman has extensive experience in executive leadership,business development and marketing of investment vehicles similar
to those managed by the Adviser and the Administrator. Ms. Goldman
is a capital markets financial services and tech executive, who over atwenty-plus year career has worked in a senior capacity across adiverse array of firms in the private equity, investment management
and commercial banking industries. She had previously served ashead of global marketing for the Administrator, and as such has
extensive knowledge of the Administrator, its operations, andpersonnel. She also has experience working in other roles for theparent company of the Administrator. Prior to working with the
Administrator, 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.

•

Brian F. Hurley – Mr. Hurley has 22 years of industry experience andis General Counsel for the Public Securities Group, as well as aManaging Partner of Brookfield Asset Management. In this role he15

oversees the legal and regulatory functions and is also actively
involved in the Public Securities Group’s investment funds business,
including product and business development. Prior to joining the firmin 2010, Mr. Hurley was an attorney at Paul Hastings LLP and amember of the Investment Management Practice Group, where hefocused his practice on representing investment advisers and various
forms of investment companies. Mr. Hurley earned a Juris Doctor
degree from Columbia University and a Bachelor of Arts degree fromthe College of the Holy Cross.
•

Edward A. Kuczmarski – In addition to his tenure as a Director of theFund, Mr. Kuczmarski has financial accounting experience as a
Certified Public Accountant. He also currently serves on the boardof directors/trustees for several other investment managementcompanies. In serving on these boards, Mr. Kuczmarski has come tounderstand and appreciate the role of a director and has been exposed
to many of the challenges facing a board and the appropriate ways ofdealing with those challenges. Mr. Kuczmarski serves as Chair of theBoard of Directors, and is a member of the Nominating andCompensation Committee and the Audit Committee.

•

Stuart A. McFarland – In addition to his tenure as a Director of theFund, 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 serveson 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 memberof the Audit Committee and the Nominating and Compensation
Committee.

•

William H. Wright II – In addition to his tenure as a Director of theFund, Mr. Wright has extensive experience in executive leadership,
investment banking and corporate finance. He previously served asa Managing Director of Morgan Stanley until his retirement in 2010,
having joined the firm in 1982. During his career in investmentbanking at Morgan Stanley, Mr. Wright headed the corporate financeexecution group, where he was responsible for leading andcoordinating teams in the execution of complex equity offerings for
multinational corporations. Following his career in investmentbanking. Mr. Wright served on the board of directors/trustees for16

various other investment management companies and non-profit
entities. Mr. Wright serves as Chair of the Audit Committee and is amember of the Nominating and Compensation Committee.
•

Betty A. Whelchel – Ms. Whelchel has extensive experience infinancial services law and regulation, international finance and public
policy. She has held a number of senior management positions atinternational financial institutions, including serving as U.S. Headof Public Policy and Regulatory Affairs and U.S. General Counsel
for BNP Paribas; Global General Counsel for Deutsche AssetManagement; and U.S. Deputy General Counsel for Deutsche Bank
AG. She started her career in the General Counsel’s office of the U.S.
Treasury Department and worked as a lawyer with Shearman &Sterling in its New York and Tokyo offices, specializing in bankfinance, mergers and acquisitions, and joint ventures. Throughout
her forty-two year career, Ms. Whelchel has been active in industry
initiatives related to financial regulation and corporate governance,
including the Committee on Capital Markets Regulation, theExecutive Committee of the Institute of International Bankers Boardof Trustees, and the Association of the Bar of the City of New York’s
Special Task Force on the Lawyer’s Role in Corporate Governance.
She has received numerous awards, including 2015 Legal
500 Individual of the Year in Financial Services and the 2013 Burton“Legend in the Law” Award. Ms. Whelchel is a member of the Audit
Committee and the Nominating and Compensation Committee.

Nominating and Compensation Committee Considerations for Independent
Directors
The Nominating and Compensation Committee evaluates candidates’
qualifications for Board membership. When evaluating candidates, theNominating and Compensation Committee considers a number of attributes
including leadership, independence, interpersonal skills, financial acumen,
integrity and professional ethics, educational and professional background,prior director or executive experience, industry knowledge, business judgment,
and specific experiences or expertise that would complement or benefit theBoard as a whole. The Nominating and Compensation Committee also may
consider other factors/attributes as it may determine appropriate in its own
judgment. The Nominating and Compensation Committee believes that thesignificance of each nominee’s background, experience, qualifications,
attributes, or skills must be considered in the context of the Board as a whole.
As a result, the Nominating and Compensation Committee has not establisheda litmus test or quota relating to these matters that must be satisfied before an
individual may serve as a Director. The Nominating and Compensation
Committee believes that board effectiveness is best evaluated at a group level,
through the annual self-assessment process. Through this process, the17Nominating and Compensation Committee considers whether the Board as awhole has an appropriate level of sophistication, skill, and business acumen
and the appropriate range of experience and background. The diversity of acandidate’s background or experiences, when considered in comparison to thebackground and experiences of other members of the Board, may or may not
impact the Nominating and Compensation Committee’s view as to thecandidate. In evaluating these matters, the Nominating and Compensation
Committee typically considers the following minimum criteria:•With respect to nominations for Independent Directors, nominees
shall be independent of the Adviser and other principal service
providers. The Nominating and Compensation Committee of the Fundshall also consider the effect of any relationship beyond thosedelineated in the 1940 Act that might impair independence, such as
business, financial or family relationships with the investment adviser
or its affiliates.

•

Independent Director nominees must qualify for service on the Fund’s
Audit Committee under the rules of the New York Stock Exchange(including financial literacy requirements) or of another applicablesecurities exchange.

•

With respect to all Directors, a proposed nominee must qualify under
all applicable laws and regulations.

•

The Nominating and Compensation Committee of the Fund also may
consider such other factors as it may determine to be relevant.

Board Meetings
During the Fund’s fiscal year ended December 31, 2023, the Board held
four regular meetings, and each Director attended at least 75% of the meetingsof the Fund’s Board of Directors and of the Committees on which he or she
served. The Chair of the Board of Directors, who is elected by the Independent
Directors, will preside at each executive session of the Board, or if one has notbeen designated, the Chair of the Nominating and Compensation Committee
shall serve as such.
Audit Committee
The Fund has a standing Audit Committee that was established inaccordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934,as amended (the “Exchange Act”), which currently consists of Messrs. Wright,
Kuczmarski, and McFarland and Mses. Goldman and Whelchel, all of whomare Independent Directors. The principal functions of the Audit Committee areto review the Fund’s audited financial statements, to select the Fund’s
independent auditors, to review with the Fund’s auditors the scope andanticipated costs of their audit and to receive and consider a report from the18

auditors concerning their conduct of the audit, including any comments orrecommendations they might want to make in connection therewith. During
the Fund’s fiscal year ended December 31, 2023, the Audit Committee held
four Committee meetings. Mr. Wright serves as Chair of the Audit Committee,
and the Board has determined that Messrs. Wright, McFarland and Kuczmarski
and Ms. Goldman each qualify and are designated as an “audit committee
financial expert,” as defined in Item 401(h) of Regulation S-K promulgated by
the Securities and Exchange Commission.
The Fund’s Board of Directors has adopted a written charter for its Audit
Committee, which is available on the Fund’s website athttps://brookfieldoaktree.com/. A copy of the Fund’s Audit Committee Charteris also available free of charge, upon request directed to Investor Relations,Oaktree Diversified Income Fund Inc., 225 Liberty Street, 35th Floor,
New York, New York 10281.
Nominating and Compensation Committee
The Fund has a Nominating and Compensation Committee, whichcurrently consists of Mses. Goldman and Whelchel and Messrs. Kuczmarski,
McFarland and Wright, all of whom are Independent Directors and independent
as independence is defined in New York Stock Exchange, Inc.’s listing standards.
The Nominating and Compensation Committee of the Fund met three times
during the Fund’s fiscal year ended December 31, 2023. Ms. Goldman serves
as Chair of the Nominating and Compensation Committee. The function of theFund’s Nominating and Compensation Committee is to recommend candidates
for election to its Board as Independent Directors. The Fund’s Nominating andCompensation 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 stockholders who, separately or as a group, own at least one
percent of the Fund’s shares. For a list of the minimum criteria used by the
Nominating and Compensation Committee to assess a candidate’squalifications, please see “Nominating and Compensation Committee
Considerations for Independent Directors” above.
When identifying and evaluating prospective nominees, the Nominating
and Compensation Committee reviews all recommendations in the samemanner, including those received by stockholders. The Nominating andCompensation Committee first determines if the prospective nominee(s) meetsthe minimum qualifications set forth above. Those proposed nominees meetingthe minimum qualifications as set forth above are then to be considered by the
Nominating and Compensation Committee with respect to any otherqualifications deemed to be important. Those proposed nominees meeting the19minimum and other qualifications and determined by the Nominating andCompensation Committee as suitable are nominated for election by theCommittee.
Stockholder recommendations should be addressed to the Nominating andCompensation Committee in care of the Secretary of the Fund and sent to
225 Liberty Street, 35th Floor, New York, New York 10281. Stockholder
recommendations should include biographical information, including businessexperience for the past nine years and a description of the qualifications of the
proposed nominee, along with a statement from the nominee that he or she iswilling to serve and meets the requirements to be an Independent Director, if
applicable. The Fund’s Nominating and Compensation Committee also
determines the compensation paid to the Independent Directors. The Board has
adopted a written charter for its Nominating and Compensation Committee,
which is available on the Fund’s website at https://brookfieldoaktree.com/.
A copy of the Fund’s Nominating and Compensation Committee Charter is alsoavailable free of charge, upon request directed to Investor Relations, Oaktree
Diversified Income Fund Inc., 225 Liberty Street, 35th Floor, New York,New York 10281.
The Fund’s Nominating and Compensation Committee has recommended
Ms. Whelchel as a Nominee for election as an Independent Director. The Fund’s
Board of Directors has approved and appointed Mr. Hurley and Ms. Whelchel
to serve as Interested Director and Independent Director, respectively.
Qualified Legal Compliance Committee
The Fund has a standing Qualified Legal Compliance Committee(“QLCC”). The QLCC was formed 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 Securities and Exchange Commission on
behalf of the issuer (the “issuer attorneys”). An issuer attorney who becomesaware 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 ofRule 205.3(b) (which requires reporting to the chief legal officer and potentially“up the ladder” to other entities). The QLCC meets as needed. During the fiscal
year ended December 31, 2023, the Fund’s QLCC did not meet. The QLCC
currently consists of Messrs. Kuczmarski, McFarland, and Wright andMses. Goldman and Whelchel.
Code of Ethics
Code of Ethics. The Fund has adopted a code of ethics that applies to allof its Directors and officers and any employees of the Fund’s external manager
or its affiliates who are involved in the Fund’s business and affairs. The code of20

ethics is designed to comply with Securities and Exchange Commission
regulations and New York Stock Exchange listing standards related to codes ofconduct and ethics and is available on the Fund’s website athttps://brookfieldoaktree.com/. A copy of the Fund’s code of ethics also isavailable free of charge, upon request directed to Investor Relations, Oaktree
Diversified Income Fund Inc., 225 Liberty Street, 35th Floor, New York,New York 10281.
There is no family relationship between any of the Fund’s current officers
or Directors. There are no orders, judgments, or decrees of any governmental
agency or administrator, or of any court of competent jurisdiction, revoking or
suspending for cause any license, permit or other authority to engage in the
securities business or in the sale of a particular security or temporarily or
permanently restraining any of the Fund’s officers or Directors from engaging
in or continuing any conduct, practice or employment in connection with thepurchase or sale of securities, or convicting such person of any felony or
misdemeanor involving a security, or any aspect of the securities business or oftheft or of any felony, nor are any of the officers or Directors of any corporationor entity affiliated with the Fund so enjoined.
Compensation of Directors and Executive 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, wasentitled to receive from the Fund a Fund Complex fee.
For the fiscal year ended December 31, 2023, the aggregate annual retainer
paid to each Independent Director of the Board for the Fund Complex was$225,000. Effective January 1, 2024, the aggregate annual retainer paid to each
Independent Director of the Board for the Fund Complex is $250,000. The
Independent Chair of the Fund Complex receives an additional payment of$55,000 per year. The Chair of the Audit Committee receives an additional
payment of $50,000 per year. The Chair of the Nominating & Compensation
Committee receives an additional payment of $15,000 per year. The
Independent Directors also receive reimbursement from the Fund for expenses
incurred in connection with attendance at regular meetings. The Fund does nothave a pension or retirement plan. No other entity affiliated with the Fund pays
any compensation to the Independent Directors. The following table sets forth
information concerning the compensation received by Directors for the fiscal
year ended December 31, 2023.

21

Name of Person
and Position
Interested Director Nominee
Brian F. Hurley
Independent Director Nominee
Betty A. Whelchel(2)Independent Directors
Edward A. Kuczmarski
Stuart A. McFarland
Heather S. Goldman
William H. Wright II
(1)

(2)

Directors’Aggregate
Compensationfrom the Fund

Total Directors’Compensationfrom the Fundand theFund Complex(1)

N/A

N/A

$

—

$41,111$34,259$35,772$40,350$—$270,000$225,000$235,000$265,000

Represents the total compensation paid to such persons during the fiscal year ended
December 31, 2023, by investment companies or portfolios thereof from which such person
receives compensation that are considered part of the Fund Complex. The total does notinclude, among other things, out-of-pocket Director expenses. As of December 31, 2023, there
were 9 investment companies and portfolios in the Fund Complex.
Ms. Betty A. Whelchel was appointed as an independent director/trustee of the Fund Complex
effective January 1, 2024. As a result, she received no compensation from the Fund Complex
for the fiscal year ended December 31, 2023.

Stockholder Communications with Board of Directors and Board
Attendance at Special Meetings
The Fund is not required to hold annual meetings of stockholders but willhold special meetings of stockholders when, in the judgment of the Directors,
it is necessary or desirable to submit matters for a stockholder vote. Any
stockholder who wishes to submit proposals to be considered at a special
meeting of the Fund should send such proposals to the Fund’s Secretary at
Oaktree Diversified Income Fund, Inc., Brookfield Place, 225 Liberty Street,
35th Floor, New York, New York 10281-1023. Any such proposal must be
received a reasonable time before the proxy solicitation for that meeting ismade. Stockholder proposals that are submitted in a timely manner will be
provided to Board members for their consideration but not necessarily be
included in the Fund’s proxy materials. Inclusion of such proposals is subject
to limitations under the federal securities laws.
Audit Committee Report
On February 21, 2024, the Audit Committee (the “Audit Committee”) of
the Board of Directors of the Fund reviewed and discussed with management
the Fund’s audited financial statements as of and for the fiscal year ended
December 31, 2023. The Audit Committee discussed with Deloitte & Touche
LLP (“Deloitte”), the Fund’s independent registered public accounting firm,
22the matters required to be discussed by Rule 3526 of the Public Company
Accounting Oversight Board (“PCAOB”), Communication with Audit
Committees Concerning Independence.
The Audit Committee received and reviewed the written disclosures andthe letter from Deloitte required by Rule 3520 of the PCAOB, Auditor
Independence, and discussed with Deloitte, its independence.
Based on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements referred to above be included in the Fund’s Annual Report to
Stockholders, as required by Section 30(e) of the Investment Company Act
of 1940, as amended, and Rule 30d-1 promulgated thereunder, for the fiscal
year ended December 31, 2023.
William H. Wright II – Audit Committee Chair
Edward A. Kuczmarski – Audit Committee Member
Stuart A. McFarland – Audit Committee Member
Heather S. Goldman – Audit Committee Member
Betty A. Whelchel – Audit Committee Member
Required Vote
The election of the listed Nominees for Director requires the approval ofa plurality of all the votes cast at the Meeting, in person or by proxy, at which
a quorum is present. The Board of Directors of the Fund recommends a vote
“FOR” the election of the Nominees to the Fund’s Board of Directors.

23

GENERAL INFORMATIONMANAGEMENT AND SERVICE PROVIDERS
The Adviser/The Sub-Advisers
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 adviser 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 subsidiaryof 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, withmore than 1,260 employees throughout offices in 25 cities worldwide. As of
December 31, 2023, OCM had approximately $189 billion in assets undermanagement. Oaktree’s senior executives and investment professionals havefocused on less efficient markets and alternative investment for the past
38 years. Oaktree emphasizes an opportunistic, value-oriented approach toinvestments 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 ofinvestment 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 businessprinciples 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 Oaktree’s clientsare 65 of the 100 largest U.S. pension plans, more than 550 corporations aroundthe world, 39 of the 50 state retirement plans in the United States, over
300 endowments and foundations globally, and 18 sovereign wealth funds.
Oaktree’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) we believe havethe potential for attractive returns, and (b) can be exploited in a mannerconsistent with the firm’s philosophy focused on risk control.

24

In 2019, Brookfield Asset Management ULC (formerly, Brookfield AssetManagement Inc.), an unlimited liability company formed under the laws ofBritish 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, withapproximately $900 billion of assets under management as of December 31,
2023. Together, Brookfield and Oaktree provide investors with one of the mostcomprehensive offerings of alternative investment products available today. Whilepartnering to leverage one another’s strengths, Oaktree operates as an independent
business within the Brookfield family, with its own product offerings andinvestment, marketing, and support teams. As of December 31, 2023, the Adviser
had approximately $9.5 billion under management.
Oaktree’s primary firm-wide goal is to achieve attractive returns whilebearing less than commensurate risk. Oaktree believes that it can achieve thisgoal by taking advantage of market inefficiencies in which financial markets
and their participants fail to accurately value assets or fail to make available tocompanies the capital that they reasonably require.
Mr. Brian F. Hurley, the Interested Director Nominee, is the President of
the Fund and an employee of PSG, and may be entitled, in addition to receiving
a salary from PSG, to receive a bonus based upon a portion of PSG’s profits.
Mr. Craig Ruckman, the Secretary of the Fund; Mr. Adam Sachs, the CCO of
the Fund; Mr. Casey Tushaus, the Treasurer of the Fund; and Mr. Mohamed
Rasul, Assistant Treasurer of the Fund, all are employees of PSG.
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 theAdviser a monthly fee at the annual rate of 1.25% of the average daily value ofthe Fund’s average daily net assets plus the amount of borrowings for investment
purposes. 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, anddoes, render management services to others.
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 managerof the Fund.
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 Global Credit strategies,25

including the Oaktree Diversified Income Fund. Prior to co-founding Oaktree,
Mr. Karsh was a managing director of TCW Asset Management Company, andthe 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 Universityof 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 theboards of a number of privately held companies. He is a member of theinvestment committee of the Broad Foundations. Mr. Karsh is Trustee Emeritusof 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.
Mr. Dahl serves as a portfolio manager within our Global Credit andInvestment Grade Solutions strategies and is a founding 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 investment
strategies. Mr. Dahl began his career at Rumson Capital in quantitative researchand 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 fromNew York University’s Courant Institute of Mathematical Science.
Mr. Panossian serves as co-Chief Executive Officer, primarily focused onoverseeing the organization and performance of Oaktree’s investment teams.
He is also Head of Performing Credit, where his responsibilities include
oversight of the firm’s liquid and private credit strategies and as a portfolio
manager within the Global Private Debt and Global Credit strategies.
Mr. Panossian joined Oaktree’s Global Opportunities group in 2007. In
January 2014, he joined the U.S. Senior Loans team to assume co-portfolio
management responsibilities and lead the development of Oaktree’s CLO
business. He became head of all performing credit in 2019. Mr. Panossianjoined Oaktree from Pequot Capital Management, where he worked on theirdistressed debt strategy. Mr. Panossian holds a B.A. degree in economics withhonors and distinction from Stanford University, where he was elected to
Phi Beta Kappa; an M.S. degree in health services research from Stanford
Medical School; a J.D. degree from Harvard Law School; and an M.B.A. from
Harvard Business School. Mr. Panossian serves on the Advisory Board of the26

Stanford Institute for Economic Policy Research. He is a member of the StateBar of California.
Mr. Rosenberg serves as a co-portfolio manager of Oaktree’s U.S. High
Yield Bond, Global High Yield Bond and Investment Grade Solutions strategies.
He also serves as a co-portfolio manager of the Global Credit strategy and is afounding member of its Investment Committee. Mr. Rosenberg joined Oaktree
in 2004 following graduation from the University of Southern California with
an M.B.A. in business administration. Before attending graduate school, he
served as an associate in the Franchise Systems Finance Group at J.P. Morgan.
Mr. Rosenberg also holds an M.P.A. in professional accounting with aconcentration in finance and a B.A. degree in business administration from the
University of Texas at Austin. He is a Certified Public Accountant (inactive).
Ms. Poli is a managing director and portfolio manager within Oaktree’s
Global Credit strategy. She is a founding member of the strategy, having helped
design its portfolio management processes and having served as a member of
the Global Credit Investment Committee since 2017. Ms. Poli has led the
expansion of the firm’s multi-asset credit offerings, including a product for
Brookfield Oaktree Wealth Solutions which she has co-managed since 2021.
In addition, Ms. Poli oversaw Oaktree’s product management activities globally
across Credit, Private Equity, Real Assets and Listed Equities from 2019 to2023. Prior to joining Oaktree in 2014, Ms. Poli earned her M.B.A. at the UCLA
Anderson School of Management, where she received the Laurence and Lori
Fink Investment Management Fellowship. Prior thereto, she worked at
PAAMCO KKR Prisma (formerly PAAMCO) where Ms. Poli helped manage
hedge fund portfolios for institutional clients. Ms. Poli holds a B.S. degree inbusiness administration from the University of Southern California and is a
CAIA charterholder.
The Administrator
Pursuant to an administration agreement, PSG also provides various
administrative services to the Fund, including, among other responsibilities,
preparing and coordinating reports and other materials to be supplied to theBoard; preparing and/or supervising the preparation and filing with theapplicable regulatory authority of all securities filings, periodic financial
reports, prospectuses, statements of additional information, marketing materials,
tax returns, stockholder reports and other regulatory reports and filings requiredof the Fund; supervising and monitoring the preparation of all required filings
necessary to maintain the Fund’s qualification and/or registration to sell sharesin all states where the Fund currently does, or intends to do business;coordinating the preparation, printing and mailing of all materials required to
be sent to stockholders; coordinating the preparation and payment of Fundrelated expenses; monitoring and overseeing the activities of the Fund’s otherservice providers; reviewing and adjusting as necessary the Fund’s daily expense
accruals; monitoring daily, monthly and periodic compliance with respect to27

federal and state securities laws; and sending periodic information(i.e., performance figures) to service organizations that track investmentcompany information.
The Sub-Administrator
Pursuant to a sub-administration agreement, U.S. Bancorp Fund Services,
LLC (d/b/a U.S. Bank Global Fund Services) (“USBFS” or the“Sub-Administrator”), 1201 South Alma School Road, Suite 3000, Mesa,
Arizona 85210, acts as the Sub-Administrator to the Fund. USBFS provides
certain services to the Fund including, among other responsibilities,
coordinating the negotiation of contracts and fees with, and the monitoring of
performance and billing of, the Fund’s independent contractors and agents;
preparing for signature by an officer of the Fund of all documents required tobe filed for compliance by the Fund with applicable laws and regulations,excluding those of the securities laws of various states; arranging for thecomputation of performance data, including net asset value per share and yield;
responding to stockholder inquiries; and arranging for the maintenance of books
and records of the Fund, and providing, at its own expense, office facilities,
equipment and personnel necessary to carry out its duties. In this capacity,
USBFS does not have any responsibility or authority for the management of
the Fund, the determination of investment policy, or for any matter pertaining
to the distribution of Fund shares.
The Fund’s Auditor
At a meeting held on February 21, 2024, the Audit Committee of the Fundunanimously recommended the selection of, and the Directors unanimously
approved, Deloitte as the Fund’s independent registered public accounting firm
for the current fiscal year ending December 31, 2024. The Fund is not
submitting the Audit Committee’s selection of Deloitte as the Fund’s
independent registered public accounting firm for ratification by its
stockholders because doing so is not required by law. Although representativesof Deloitte are not expected to be present at the Meeting, they are expected to
be available to respond to appropriate questions.
The following table sets forth the aggregate fees billed or to be billed to
the Fund for services performed by Deloitte for the fiscal years ended
December 31, 2023, 2022 and 2021.

Audit fees
Audit-related fees
Tax fees(1)All other fees
(1)

2023
$209,940$0$11,330$02022$178,000$0$10,300$0

Tax fees consist of fees for review of tax returns and distribution requirements.

28

2021
$73,500$0$9,800$0As indicated above, the Board has adopted a written charter for the Audit
Committee (the “Charter”), which is available on the Fund’s website athttps://brookfieldoaktree.com/. The Fund’s Audit Committee reviews theCharter at least annually and may recommend changes to the Board. Eachmember of the Audit Committee of the Fund is independent as independence
is defined in the listing standards of the New York Stock Exchange. The Audit
Committee has adopted policies and procedures for pre-approval of theengagement of the Fund’s auditors. The Audit Committee evaluates the auditor’squalifications, performance, and independence at least annually by reviewing,among other things, the relationship between the auditor and the Fund, as well
as between the Adviser or any control affiliate of the Adviser, any material
issues raised by the most recent internal quality control review and the auditor’sinternal quality control procedures.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTINGCOMPLIANCE
Section 16(a) of the Exchange Act requires the Fund’s directors andexecutive officers, and persons who own more than ten percent of a registeredclass of the Fund’s equity securities, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownershipof common stock and other equity securities of the Fund. Officers, directors
and greater than ten percent stockholders are required by Securities andExchange Commission regulation to furnish the Fund with copies of all
Section 16(a) forms they file.
Based solely on a review of the copies of such reports furnished to theFund and written representations that no other reports were required, allSection 16(a) filing requirements were complied with during the Fund’s fiscal
year ended December 31, 2023.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
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.
Stockholders with a controlling interest could affect the outcome of voting or
the direction of management of the Fund. As of March 31, 2024, 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, 2024, the officers and Directors, as a group, did not own
any shares (aggregating all classes) of the Fund.

29

As of March 31, 2024, the following persons were known to own of recordor beneficially 5% or more of the outstanding shares of the Fund as indicated.
Oaktree Diversified Income Fund Inc.
Name and Address

Oaktree Fund GP I, L.P.
333 South Grand Ave. Fl 28,
Los Angeles, CA 90071% ofSharesParentCompany

64.48%

Oaktree CapitalManagement,
L.P.

Nature ofJurisdiction Ownership(1)DelawareRecordClass D
Nature of% of Shares Ownership(1)Name and Address

Oaktree Fund GP I, L.P.
333 South Grand Ave. Fl 28,
Los Angeles, CA 90071

64.48%

Beneficial

Charles Schwab & Co., Inc.
211 Main Street,
San Francisco, CA 94105

21.60%

RecordNation Financial Services LLC
Attn Mutual Funds Dept,
4th Floor, 499 Washington Blvd
Jersey City NJ 07310

9.93%

RecordOTHER BUSINESSThe Board of Directors of the Fund does not know of any other matter
which may come before the Meeting or any postponement or adjournment
thereof. If any other matter properly comes before the Meeting or any
postponement or adjournment thereof, it is the intention of the persons namedin the proxy to vote the proxies in accordance with their discretion on thatmatter.
PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS
The Fund is not required to hold annual meetings of stockholders but willhold special meetings of stockholders when, in the judgment of the Directors,
it is necessary or desirable to submit matters for a stockholder vote. Any
stockholder who wishes to submit proposals to be considered at a special
meeting of the Fund’s stockholders should send such proposals to the Fund’s
Secretary at Oaktree Diversified Income Fund Inc., Brookfield Place,
225 Liberty Street, 35th Floor, New York, New York 10281. Any such proposal
must be received a reasonable time before the proxy solicitation for that meetingis made. Stockholder proposals that are submitted in a timely manner will be
provided to Board members for their consideration but not necessarily be
included in the Fund’s proxy materials. Inclusion of such proposals is subject
to limitations under the federal securities laws.
30

EXPENSES OF PROXY SOLICITATIONThe cost of preparing, mailing, and assembling material in connection
with this solicitation of proxies will be borne by the Fund. The Fund has
engaged Equiniti, a professional proxy solicitation firm, to serve as the proxysoliciting and tabulation agent for the Meeting and estimates such fees to beapproximately $7500. In addition to the use of the mail, proxies may be solicited
personally by officers of the Fund or by regular employees of the Adviser or
PSG. Brokerage houses, banks and other fiduciaries will be requested toforward proxy solicitation material to their principals to obtain authorization
for the execution of proxies, and they will be reimbursed by the Fund forout-of-pocket expenses incurred in connection therewith.
May 28, 202431