PROSPECTUS
APRIL 29, 2024

2024
OAKTREE DIVERSIFIED INCOME FUND INC.
Class D – (ODIDX)Class T– (ODITX)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 DClass T

ODIDX
ODITX

The Fund. Oaktree Diversified Income Fund Inc. (the “Fund”) is a 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.
return.

The Fund’s investment objective is to seek current income and attractive total

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 publicmarkets. 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 andcredit 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 arealso 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 relativevalue.
Interval Fund Repurchase Offers. The Fund is an “interval fund,” a type of fund that, in order toprovide 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 andapproval 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 theminimum amount permitted.
Adviser. Oaktree Fund Advisors, LLC (the “Adviser”) is the Fund’s investment 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 a subsidiary of Oaktree Capital Group, LLC (the Adviser, together with its affiliates, “Oaktree”). As of
December 31, 2023, OCM had approximately $189 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 ofthis Prospectus.

Offering
Price(1)Maximum
Sales Load

Proceeds to
the Fund(2)Class D Shares, per share . . . . . . . . . . . .

Current NAV

None$ amount
invested atcurrent NAVClass T Shares, per share . . . . . . . . . . . . .

Current NAV
plus sales
load

3.00%

$ amount
invested atcurrent NAV
lessapplicablesales load

(1) Each class of Shares is continuously offered at a price equal to NAV per Share, plus, in the caseof 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 formsof 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 offeringcosts, 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 andexpense reimbursement arrangement will continue for a period of no less than one year from theeffective 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 toincrease 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 makerepayments 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 suchamounts 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 April 29, 2024
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 accessall 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 thatyou desire.
• There is no assurance that the Fund will be able to maintain a certain level of distributions to theholders 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 forinvestment. Any capital returned to Shareholders through distributions will be distributed after paymentof fees and expenses. Although the Fund’s distributions may constitute a return of capital, return ofcapital 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 andnet realized capital gains would generally be treated as a tax-free return of capital up to the amountof the Shareholder’s tax basis in his or her Shares, with any amounts exceeding such basis treated as gainfrom the sale of his or her Shares. Upon a sale of Shares, a return of capital distribution may resultin 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 theFund 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, aninvestment 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 ina 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 investingin the Fund in “Principal Risks of the Fund” beginning on page 25 of this Prospectus. No assurance can begiven 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 throughbank 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 seniorsecurities to add leverage to its portfolio. The Fund’s Board of Directors may authorize the issuance ofpreferred shares without the approval of Shareholders; however, the Fund is not permitted under theInvestment Company Act of 1940, as amended (the “1940 Act” or the “Investment Company Act”), toissue preferred shares as of the date of this Prospectus. If the Fund issues preferred shares in the future, allcosts and expenses relating to the issuance and ongoing maintenance of the preferred shares will beborne by the Shareholders, and these costs and expenses may be significant. The Fund may choose toincrease or decrease, or eliminate entirely, its use of leverage over time and from time to time based on theAdviser’s assessment of the yield curve environment, interest rate trends, market conditions and otherfactors. 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 throughthe 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 asales 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 Sharesof the Fund are primarily offered and sold to retail investors by certain broker-dealers which are membersof 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 (asdefined 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, exceptthat 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, exceptthat 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 April 29, 2024 (the “SAI”), and other materials containing additional information about the Fundhave been filed with the SEC. The SAI is incorporated by reference in its entirety into this Prospectus, whichmeans that it is considered to be part of this Prospectus. You may request a free copy of the SAI, andother information filed with the SEC, by calling 1-855-862-5873 (toll-free), or by electronic mail atpublicinfo@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/ or call 855-862-5873. You may also callthis 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 SEC, paper copies of the Fund’s annual
and semi-annual shareholder reports will not be sent by mail, unless you specifically request paper copiesof the reports. Instead, the reports will be made available on the Fund’s website (https://www.brookfieldoaktree.com/), 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 thatyou receive paper copies of your shareholder reports. If you invest directly with the Fund, you may
call 1-855-862-5873 or send an email request to publicsecurities.enquiries@brookfield.com to let the Fundknow you wish to receive paper copies of your shareholder reports. Your election to receive reports inpaper 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
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

Summary of Fund Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

15

Financial Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

18

The Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

19

Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

20

The Fund’s Investment Objective and Principal Strategies . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

21

Leverage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

23

Principal Risks of the Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

25

Management of the Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

40

Periodic Repurchase Offers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

53

Net Asset Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

56

Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

58

Dividend Reinvestment Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

60

Description of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

61

Certain Provisions in the Charter and Bylaws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

64

Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

67

Custodian and Transfer Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

70

Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

71

Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

72

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 thesesecurities 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 shouldcarefully read the risks of investing in the Fund’s Shares, as discussed under “Principal Risks of the Fund.”The FundOaktree Diversified Income Fund Inc. (the “Fund”) is a diversified, closed-end management investmentcompany 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 classrepresents 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 thatbest fits your situation and eligibility requirements. In the future, the Fund may offer additional classes ofshares.
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, amaximum 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 Fundnor the Distributor impose a front-end sales commission on Class D Shares, if you buy Class D Sharesthrough 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, theDirectors 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 — ShareClasses” in this Prospectus. The Fund and the Distributor each reserves the right, in its sole discretion, tosuspend 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 saleof 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 thevalue 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, inhigh-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 andprivate 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 theAdviser 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 amongasset 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 forinvestment 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) andother 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 instrumentsthat 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 ofsovereign 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 shortaverage 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 tochanges 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 risingmarket interest rates but would generally adversely impact the portfolio in an environment of fallingor neutral market interest rates.
Adviser
Oaktree Fund Advisors, LLC (the “Adviser”), a Delaware limited liability company and a registeredinvestment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), 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 focusedon 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 1,260
employees throughout offices in 25 cities worldwide. As of December 31, 2023, OCM had approximately$189 billion in assets under management. Oaktree’s senior executives and investment professionals
have focused on less efficient markets and alternative investments for the past 38 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 arerisk 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 applicationof our philosophy and principles, Oaktree has earned a large and distinguished clientele. Among Oaktree’sclients are 65 of the 100 largest U.S. pension plans, more than 550 corporations around the world, 39of the 50 state retirement plans in the United States, over 300 endowments and foundations globally, and18 sovereign wealth funds.
The firm’s expertise in investing across the capital structure has allowed Oaktree to cultivate adiversified mix of global investment strategies in four categories: credit, private equity, real assets andlisted 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 onrisk 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 $900 billionof assets under management as of December 31, 2023. 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 businesswithin the Brookfield family, with its own product offerings and investment, 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 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 thelead 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 makequarterly 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 cantender 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 ofup 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 to3

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 theholders 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 andother 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 toleverage will generate more income than will be needed to pay the costs of the leverage. If so, and allother 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 ofleverage (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 issuanceof 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 seniorsecurities representing indebtedness to 331∕3% of the Fund’s total net assets, including assets attributable tosuch 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 theFund engages in borrowings, it may prepay a portion of the principal amount of the borrowing to theextent 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 ofleverage. If used, there can be no assurance that the Fund’s leveraging strategies will be successful or resultin a higher yield on your Shares. When leverage is used, the net asset value of the Shares and the yieldto 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 basedon the average daily value of the Fund’s average daily net assets plus the amount of borrowings for4

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 theform of distributions. The Fund intends to declare and pay distributions quarterly to Shareholders ofrecord. 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 inaccordance 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, a wholly owned subsidiary of Foreside Financial Group, LLC (dba ACA
Global) (the “Distributor” or “Quasar”), is located at Three Canal Plaza, Suite 100, Portland, Maine 04101,
serves as the Fund’s principal underwriter and distributor. U.S. Bank National Association, located at1555 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 anddividend 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 adaily 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 likelihoodthat 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, there is significant uncertainty around how the Russian invasion of Ukraine and theconflict in Israel and Gaza will evolve, as well as the potential economic impacts to the U.S. that could
result from the conflicts. Other securities or markets could be similarly affected by past or future geopolitical5

or other events or conditions. In addition, the outbreak of COVID-19 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 tradingsuspensions and closures, may continue to have a significant negative impact on the performance of theFund’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
and cannot be predicted.
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 sharesand distributions thereon can decline. Inflation risk is linked to increases in the prices of goods andservices and a decrease in the purchasing power of money. Inflation often is accompanied or followed by arecession, or period of decline in economic activity, which may include job loss and other hardships andmay cause the value of securities to go down generally. Inflation risk is greater for fixed-income instrumentswith longer maturities. In addition, this risk may be significantly elevated compared to normal conditions
because of recent monetary policy measures and the current interest rate environment. Inflation has
recently increased and it cannot be predicted whether it may decline.
Investor Suitability
An investment in the Fund involves a considerable amount of risk. It is possible that you will losemoney. An investment in the Fund is suitable only for investors who can bear the risks associated with thelimited liquidity of the Shares and should be viewed as a long-term investment. Before making yourinvestment 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 ofthe principal risks of investing in the Fund. Before you invest in the Fund’s Shares, you should be aware ofvarious risks, including those described below. For a more complete discussion of the risks of investingin the Fund, see “Principal Risks of the Fund.”Investment Risk
An investment in the Fund’s Shares is subject to investment risk, including the possible loss of theentire principal amount invested. An investment in the Shares represents an indirect investment in theinvestments 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 greaterrisk 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 theFund — Leverage Risk.”

6

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 theissuer’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 orderto provide liquidity to Shareholders, the Fund, subject to applicable law, conducts quarterly repurchaseoffers of the Fund’s outstanding Shares at NAV, subject to approval of the Board of Directors. In all casessuch 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 salesof 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 (withassociated imputed transaction costs, which may be significant), and may limit the ability of the Fund toparticipate 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, theFund 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 repurchasedby up to 2% of the Fund’s outstanding shares as of the date of the Repurchase Request Deadline. In theevent 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 dateof the Repurchase Request Deadline, the Fund will repurchase the Shares tendered on a pro rata basis, andShareholders will have to wait until the next repurchase offer to make another repurchase request. As aresult, Shareholders may be unable to liquidate all or a given percentage of their investment in theFund during a particular repurchase offer. Notwithstanding the foregoing, the Fund may, in its sole discretionand 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 haverepurchased in a particular quarter, thereby increasing the likelihood that proration will occur. The NAVof 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 Sharesby the Fund will be a taxable event to Shareholders, potentially even to those Shareholders that do7

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 willseek 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 possiblethat 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 torepurchase. 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 therepurchase 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 anoversubscribed 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 Risksof 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 toachieve 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 professionalsof the Adviser and its affiliates would limit the Fund’s ability to achieve its investment objective andoperate 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, preferredstock 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, preferredstock or other securities and the rate at which the Fund invests these funds. Typically, the Fund anticipatesthat its interest-earning investments will accrue and pay interest at both variable and fixed rates, andthat its interest bearing liabilities will accrue interest at variable and fixed rates.
Bank Loan Risk
Bank loans (including senior loans) are usually rated below investment grade. The market for bankloans 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 ina 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 aloan 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.

8

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 placein the borrower’s capital structure and possible unsecured status, junior loans involve a higher degree ofoverall risk than senior loans of the same borrower. In addition, the floating rate feature of loans means thatbank 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 asecond-lien holder. In certain cases, therefore, no recovery may be available from a defaulted second-lienloan. The level of risk associated with investments in second-lien loans increases to the extent suchinvestments 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 maintenancecovenants, and may not include terms that allow the lender to monitor the performance of the borrower anddeclare a default if certain criteria are breached. Covenant-lite loans may carry more risk than traditionalloans 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.
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 greaterrisk of loss of income and principal, including the possibility of a default or bankruptcy of the issuersof 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 occurrenceof 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.
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 paymentof 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 conditionof such issuer. The Adviser’s judgment about the credit quality of the issuer and the relative value andliquidity of its securities may prove to be wrong.
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 servesto 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

9yields than the underlying securities, and can be rated investment grade. Despite the protection from theequity tranche, CLO tranches can experience substantial losses due to actual defaults, increased sensitivity todefaults due to collateral default and disappearance of protecting tranches, market anticipation ofdefaults 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 bedeemed 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 carryadditional 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 andmay 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 tochanges 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 majordifferences 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 areentitled to receive repayment of principal in many cases only after all required principal payments havebeen 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 andpotentially 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 madeto 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 toa 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,

10

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 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, shortsales, reverse repurchase agreements and certain other transactions for certain funds registered under the1940 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 fundhas 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 thefund to alter, perhaps materially, its use of derivatives, short sales, and reverse repurchase agreements andsimilar financing transactions as part of its investment strategies. In connection with the adoption ofRule 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,” theFund has adopted and implemented policies and procedures reasonably designed to manage the Fund’sderivatives risks, including counterparty risk, leverage risk, liquidity risk, market risk, operational risk, andlegal 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 theCalifornia 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 relevantlaws 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 otherinvestment that the Fund reasonably expects cannot be sold or disposed of in current market conditions inseven calendar days or less without the sale or disposition significantly changing the market value of theinvestment at approximately the value ascribed to it by the Fund. Illiquid investments often can be resold only
in privately negotiated transactions with a limited number of purchasers or in a public offering registeredunder the Securities Act of 1933, as amended (the “1933 Act”). Considerable delay could be encounteredin either event and, unless otherwise contractually provided, the Fund’s proceeds upon sale may be reducedby the costs of registration or underwriting discounts. The difficulties and delays associated with suchtransactions 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 topolicies 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 fair11

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 otherasset 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 borrowingof 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. Leveragecan cause the Fund to lose money and can magnify the effect of any losses. To the extent the income orcapital appreciation derived from securities purchased with funds received from leverage exceeds the cost ofleverage, 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 costof leverage or if the Fund incurs capital losses, the return of the Fund will be less than if leverage had notbeen 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 returnof capital).
The Fund will pay (and the Shareholders will bear) all costs and expenses relating to the Fund’s use ofleverage, 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. Thesemay 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 existingproducts 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 tothe 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 newrules 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 theenforcement 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

12

with certain distribution requirements. Statutory limitations on distributions on the common shares if theFund is leveraged and fails to satisfy the 1940 Act’s asset coverage requirements could jeopardize theFund’s ability to meet such distribution requirements. The Fund presently intends, however, to purchase orredeem 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 andasset management activities and may engage in the ordinary course of business in activities in which theirinterests 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, theAdviser 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 theFund 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 possiblethat 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 thevalue of a particular currency may change in relation to the U.S. dollar. Among the factors that may affectcurrency values are trade balances, the level of short-term interest rates, differences in relative values ofsimilar assets in different currencies, long-term opportunities for investment and capital appreciation andpolitical 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 fromshort-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 willcontinue to pay dividends or other distributions in the future. The dividend income stream associatedwith equity income securities generally is not fixed but is elected and declared at the discretion of the issuer’sboard of directors and will be subordinate to payment obligations of the issuer on its debt and otherliabilities. 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 canbe no assurance that quarterly distributions paid by the Fund to the Shareholders will be maintained atinitial levels or increase over time.
Cyber Security Risk
The occurrence of a disaster such as a cyber-attack, a natural catastrophe, an industrial accident, aterrorist 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 conductbusiness 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 associatedwith, 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 businessin 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.
Infectious Illness Risk
A widespread outbreak of an infectious illness, such as the COVID-19 pandemic, may result in travel
restrictions, disruption of healthcare services, prolonged quarantines, cancellations, supply chain disruptions,business closures, lower consumer demand, layoffs, ratings downgrades, defaults and other significant
economic, social and political impacts. Markets may experience temporary closures, extreme volatility, severe
losses, reduced liquidity and increased trading costs. Such events may adversely affect the Fund, its
investments, and the value of your investment in the Fund.
The fallout from the COVID-19 pandemic and its subsequent variants, and the long-term impact on
economies, markets, industries and individual issuers, are not known. Some sectors of the economy andindividual issuers have experienced, and could continue to experience, particularly large losses as a result of
new variants of COVID-19.
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 aconvertible 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 declaredor 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 thereference obligation directly since, in addition to general market risks, credit default swaps are subject toilliquidity risk, counterparty risk and credit risk. A buyer generally also will lose its investment and recovernothing should no credit event occur and the swap is held to its termination date. If a credit event wereto 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, torealize 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 toclose out these transactions at advantageous times, selling credit default swaps may not be profitable for the
Fund.

14

Summary of Fund Expenses
The following table illustrates the aggregate fees and expenses (based on average net assets) that theFund expects to incur and that Shareholders can expect to bear directly or indirectly. The table is based on
the capital structure of the Fund as of December 31, 2023. The expenses in this table for the Class T
Shares are estimates for the current fiscal year. The purpose of the table and the example below is to help
you understand the fees and expenses that you, as a holder of common shares, would bear directly or
indirectly.
Class D
SharesShareholder Transaction Expenses:
Maximum Sales Charge (Load) on Purchases (as a percentage of public
offering price)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser ofyour purchase or redemption price)(1) . . . . . . . . . . . . . . . . . . . . . . . .
Repurchase Fee(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Annual Fund Operating Expenses (as a percentage of average net assets
attributable to Shares):Management Fees(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distribution and/or Service (Rule 12b-1) Fees(4) . . . . . . . . . . . . . . . . . . .
Interest Expense(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Expenses(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Annual Fund Operating Expenses . . . . . . . . . . . . . . . . . . . . . . . . .
Fees Waived and/or Expenses Reimbursed or Recouped(7) . . . . . . . . . . . .
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense
Reimbursement or Recoupment . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Class T
Shares

None

3.00%

None
2.00%

None
2.00%

1.41%
None
0.98%
0.63%
3.02%
0.07%

1.41%
0.75%
0.98%
0.63%
3.77%
0.07%

3.09%

3.84%

(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 besold on a continuous basis at the Fund’s then current net asset value (“NAV”) per Share, plus for ClassT 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 havebeen 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 toborrowings for investment purposes) minus the sum of the Fund’s accrued liabilities (other thanliabilities representing borrowings for investment purposes) and derivatives will be valued at their market
value. The fee shown above is based upon outstanding financial leverage of 13.21% of the Fund’s
Managed Assets. The Management Fee estimate in the table is greater than 1.25% since it is computed
as a percentage of the Fund’s average net assets. If financial leverage of more than 13.21% of theFund’s Managed 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).

15

(5) Interest Expense shown in the table above assumes financial leverage of 13.21% of the Fund’s
Managed Assets, based upon the Fund’s outstanding borrowings as of December 31, 2023, ofapproximately $35,000,000 in borrowings outstanding under the Senior Secured Revolving Credit
Facility (the “Credit Facility”) with Sumitomo Mitsui Banking Corporation, at a weighted average dailyinterest rate of 6.47% for the Credit Facility.
(6) “Other Expenses” represents the Fund expenses as they are calculated in the Fund’s Annual Report,
which includes the Acquired Fund Fees and Expenses (”AFFE”). AFFE are indirect fees and expenses
that the Fund incurs from investing in the shares of other registered investment companies. The
Total Annual Fund Operating Expenses and Total Annual Fund Operating Expenses After Fee Waiver
and/or Expense Reimbursement or Recoupment for the Fund do not correlate to the Ratios to
Average Net Assets-Gross operating expenses and Net expenses, including fee waivers andreimbursement in the “Financial Highlights,” which reflects the operating expenses of the Fund anddoes not include indirect expenses such as AFFE. In addition to the fees of the Adviser, the Fundis 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 theFund’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 othershareholder services associated with Shareholders whose Shares are held in omnibus, other groupaccounts or accounts traded through registered securities clearing agents.

16

(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, brokeragecommissions 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, 2025, and may not be terminated by the Fund or theAdviser before such time. Thereafter, this arrangement may only be terminated or amended toincrease 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 theshareholder servicing fees for each share class to the extent necessary to maintain such fees at no morethan 0.10% (the “Annual Limit”) of the average daily net assets of the Fund’s Class D Shares andClass T Shares, respectively, until at least April 30, 2025. 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 theshareholder 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 theAdviser are subject to recoupment from the Fund for a period not to exceed three years after theoccurrence 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 istaken 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.
ExampleThe 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 accountonly for the one-year expense example:(1)If you redeem your Shares at the end of each period:
Class D Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Class T Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
If you do not redeem your Shares:
Class D Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Class T Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1-Year

3-Year

5-Year

10-Year

$52
$87

$94
$142

$159
$219

$334
$419

1-Year

3-Year

5-Year

10-Year

$31
$67

$94
$142

$159
$219

$334
$419

(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 samefor all time periods shown and that all dividends and distributions are reinvested at NAV. Moreover, theFund’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.

17

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. The financial highlights for the years ended December 31, 2023, 2022, and for the period from
November 1, 2021 (commencement of operations) through December 31, 2021, have been audited by
Deloitte & Touche LLP, the Fund’s independent registered public accounting firm. The Fund’s 2023 Annual
Report for the fiscal year ended December 31, 2023, is available, without charge, upon request, and isincorporated by reference into the Statement of Additional Information.
OAKTREE DIVERSIFIED INCOME FUND INC.
Financial Highlights
Class DFor the Period
For theFor theNovember 1, 2021(1)through
Year EndedYear Ended
December 31, 2023 December 31, 2022 December 31, 2021
Per Share Operating Performance:
Net asset value, beginning of period
Income from Investment Operations:
Net investment income(2)Net realized and change in unrealized loss
Net decrease in net asset value resulting from operations
Distributions to Shareholders:
From net investment income
Total distributions paid(*)
Net asset value, end of period
Total Investment Return(†)(3)
Ratios to Average Net Assets/Supplementary Data:
Net assets, end of period (000s)
Gross operating expenses excluding interest expense(5)Gross operating expenses(5)Net expenses, including fee waivers and reimbursement or recoupment
and excluding interest expense(5)Net expenses, including fee waivers and reimbursement or recoupment
and interest expense(5)Net investment income(5)Net investment income (loss), excluding the effect of fee waivers andreimbursement or recoupment(5)Portfolio turnover rate(3)

*

$

$

8.59

$

9.94

$

10.00

0.78
0.20
0.98

0.50
(1.20)(0.70)

0.02(0.07)(0.05)(0.69)(0.69)
8.88
11.76%(0.65)(0.65)
8.59(7.03)%(4)(0.01)(0.01)
9.94(0.37)%$$$230,117
2.03%
3.01%

$151,702
1.96%
2.51%

$150,092
5.55%
5.55%

2.10%

2.10%

2.10%

3.08%
8.81%

2.65%
5.64%

2.10%
1.51%

8.88%
24%

5.50%
25%

(1.94)%
4%

Distributions for annual periods determined in accordance with federal income tax regulations.

(1) Commencement of operations.
(2) Per share amounts presented are based on average shares outstanding throughout the period indicated.
(3) Not annualized for periods less than one year.
(4) The total investment return for the year ended December 31, 2022 has been restated to (7.03)% for thecorrection of a typographical error. The Adviser and Administrator have evaluated the quantitativeand qualitative aspects of this error and concluded it is not material to the previously issued consolidated
financial statements.
(5) Annualized for periods less than one year.
†

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.

18

The Fund
The Fund is a 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 225 Liberty Street, 35th Floor, New York, New York 10281-1023.

19

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 thisoffering 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 bankobligations, 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 andstrategies within approximately three months after receipt of the proceeds, depending on the amountand timing of proceeds available to the Fund as well as the availability of investments consistent with theFund’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, additionaltime may be required to fully deploy the Fund’s net proceeds to invest in certain of the Fund’s investments.

20

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 highconviction opportunities across Oaktree Fund Advisors, LLC’s (the “Adviser”) performing credit platformof 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 privatecompanies 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 theAdviser 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 amongasset 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 forinvestment 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) andother 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 instrumentsthat 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 ofsovereign 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 shortaverage 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 tochanges 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 risingmarket interest rates but would generally adversely impact the portfolio in an environment of fallingor 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 theFund. 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 andprivate 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, whichin 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 theportfolio to perform well in periods of market dislocation, informed by Oaktree’s contrarian investment

21

style. Oaktree’s contrarian investment style refers to investors who prioritize downside protection andpatience 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 theFund. The Fund further manages risk and opportunity through holistic portfolio analysis conductedby 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 objectiveof 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, technicaland 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’sinvestments, 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 yieldcompensates 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 hassignificantly 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) andsupporting 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 toincrease 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.

22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 ofwholly-owned and controlled subsidiaries formed by the Fund as assets of the Fund for purposes ofdetermining compliance with various provisions of the 1940 Act applicable to the Fund, including thoserelating 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 thedate of this Prospectus. If the Fund issues preferred shares in the future, all costs and expenses relating to theissuance and ongoing maintenance of the preferred shares will be borne by the Shareholders, and thesecosts 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 theFund’s investment objective and policies as described in this Prospectus. So long as the rate of return, netof 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 toleverage will generate more income than will be needed to pay the costs of the leverage. If so, and allother things being equal, the excess may be used to pay higher distributions to Shareholders than if theFund were not so leveraged.
The 1940 Act generally prohibits the Fund from engaging in most forms of leverage (including the useof bank loans or other credit facilities, certain derivative transactions, loans of portfolio securities, shortsales 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 theFund has satisfied the asset coverage test with respect to senior securities representing indebtedness prescribedby 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 inorder 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 ofthe Fund’s assets less liabilities other than borrowings and outstanding preferred shares satisfies theabove-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.

23

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 ofleverage. If used, there can be no assurance that the Fund’s leveraging strategies will be successful or resultin 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 reductionof 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 forextraordinary 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 13.21% of the Fund’s Managed Assets, the rateof return on the Fund’s investments would need to exceed 0.86% 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 (asretainer 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 13.21% of theFund’s Managed Assets and (ii) interest costs to the Fund at an average annual rate of 6.47% on the
borrowings with respect to such financial leverage.
Assumed Portfolio Total Return (Net of Expenses)-10%

Common Share Total Return . . . . . . . . . . . . . . . .

-12.51% -6.75% -0.99% 4.78%

-5%

0%

5%

10%

10.54%“Common Share Total Return” is composed of two elements: (i) the Common Share dividends anddistributions 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 thevalue of the securities the Fund owns. As required by SEC rules, the table above assumes that the Fund ismore 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 theFund’s Managed Assets, which includes assets purchased with leverage. Therefore, the Adviser has afinancial 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 touse 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 andother factors.

24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 notthe 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 materiallyand adversely affected. In such case, the Fund’s NAV could decline, and you may lose all or part of yourinvestment. The risk factors described below are the principal risk factors associated with an investment in theFund 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.
Investment Risk
An investment in the Fund’s Shares is subject to investment risk, including the possible loss of theentire principal amount invested. An investment in the Shares represents an indirect investment in theinvestments 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 todispose 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 periodsof general or regional economic difficulty. Lower-quality debt securities can be thinly traded or haverestrictions 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 ofdividends and distributions.
Market Risk
Global economies and financial markets are increasingly interconnected, which increases the likelihoodthat 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, there
is significant uncertainty around how the Russian invasion of Ukraine and the conflict in Israel andGaza will evolve, as well as the potential economic impacts to the U.S. that could result from the conflicts.
Other securities or markets could be similarly affected by past or future geopolitical or other events orconditions. In addition, the outbreak of COVID-19 has negatively affected economies, markets and individualcompanies throughout the world, including those in which the Fund may invest. The effects of the
COVID-19 pandemic, or other future epidemics or pandemics, to public health and business and market
conditions, including 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-regulatory25

organizations may take actions in response to the pandemic that affect the instruments in which the Fundinvests, 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 and cannot be predicted.
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 sharesand distributions thereon can decline. Inflation risk is linked to increases in the prices of goods andservices and a decrease in the purchasing power of money. Inflation often is accompanied or followed by arecession, or period of decline in economic activity, which may include job loss and other hardships andmay cause the value of securities to go down generally. Inflation risk is greater for fixed-income instrumentswith longer maturities. In addition, this risk may be significantly elevated compared to normal conditions
because of recent monetary policy measures and the current interest rate environment. Inflation has
recently increased and it cannot be predicted whether it may decline.
Although the Federal Reserve has raised the federal funds rate, there is no guarantee that suchincreases will be effective at lowering inflation. Unanticipated or persistent inflation may have a material
and adverse impact on the financial conditions or operating results of issuers in which the Fund may invest,
which may cause the value of the Fund’s investments to decline. In addition, higher interest rates that
often accompany or follow periods of high inflation may cause investors to favor asset classes other thancommon stocks, which may lead to broader market declines not necessarily related to the performanceof any specific investment or specific issuers.
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 theissuer’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 theissuer’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 orderto provide liquidity to Shareholders, the Fund, subject to applicable law, conducts quarterly repurchaseoffers of the Fund’s outstanding Shares at NAV, subject to approval of the Board of Directors. In all casessuch 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 generally26beneficial to the Fund’s Shareholders, and repurchases generally will be funded from available cash or salesof 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 (withassociated imputed transaction costs, which may be significant), and may limit the ability of the Fund toparticipate 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, theFund 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 repurchasedby up to 2% of the Fund’s outstanding shares as of the date of the Repurchase Request Deadline. In theevent 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 dateof the Repurchase Request Deadline, the Fund will repurchase the Shares tendered on a pro rata basis, andShareholders will have to wait until the next repurchase offer to make another repurchase request. As aresult, Shareholders may be unable to liquidate all or a given percentage of their investment in theFund during a particular repurchase offer. Notwithstanding the foregoing, the Fund may in its sole discretionand 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 haverepurchased in a particular quarter, thereby increasing the likelihood that proration will occur. The NAVof 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 Sharesby 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 willseek 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 possiblethat 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 torepurchase. 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 therepurchase 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 anoversubscribed 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 Risksof 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 toachieve the Fund’s investment objective. The Fund expects that the Adviser will evaluate, negotiate, structure,27

close and monitor the Fund’s investments in accordance with the terms of the Management Agreement (asdefined 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
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 havea 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, preferredstock 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, preferredstock 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 theFund’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 newinvestments 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 portfolioof assets. If the Adviser engages in hedging activities on behalf of the Fund, it may limit the Fund’sability 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 ofindividual 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 tohistorical 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 qualityof 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 to28

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 ininvestment 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 andpayments 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 thecase with investment grade securities. For example, during an economic downturn or a sustained periodof 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 nothave 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 existingin the high-yield market. If an issuer of high-yield securities defaults, in addition to risking non-paymentof 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 morevolatile than the prices of securities that pay interest currently and in cash. Other than with respect toDistressed 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 inbankruptcy. However, there can be no assurance that such events will not occur after the Fund purchases aparticular 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 thatadverse 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 toaffect adversely the Fund’s net asset value.
Like investment grade fixed income securities, high-yield securities are generally purchased and soldthrough 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 Fundmay 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-yieldsecurities 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 suchas a deterioration in the creditworthiness of the issuer. Under such conditions, judgment may play agreater role in valuing certain of the Fund’s portfolio securities than in the case of securities trading in amore liquid market. In addition, the Fund may incur additional expenses if it is forced to seek recovery upona 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, theFund would likely have to replace such called securities with lower yielding securities, thereby decreasing thenet investment income to the Fund and dividends to Shareholders.
The high-yield securities in which the Fund invests may include credit-linked notes, structured notesor other instruments evidencing interests in special purpose vehicles or trusts that hold interests in high-yield29

securities. Structured notes and other related instruments are privately negotiated debt obligations inwhich the principal and/or interest is determined by reference to the performance of a benchmark asset,
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 usedin 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) toreflect changes in the embedded index while the structured instruments are outstanding. As a result, theinterest 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 theembedded 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 therisk 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 riskthat 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 theunderlying 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 suchdefault, 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 bearcertain 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 theobligor’s assets, an exchange offer or plan of reorganization involving the Distressed Securities or a paymentof some amount in satisfaction of the obligation). In addition, even if an exchange offer is made or aplan of reorganization is adopted with respect to Distressed Securities held by the Fund, there can be noassurance that the securities or other assets received by the Fund in connection with such exchange offer orplan of reorganization will not have a lower value or income potential than may have been anticipatedwhen the investment was made. Moreover, any securities received by the Fund upon completion ofan exchange offer or plan of reorganization may be restricted as to resale. As a result of the Fund’s30

participation in negotiations with respect to any exchange offer or plan of reorganization with respect toan issuer of Distressed Securities, the Fund may be restricted from disposing of such securities.
Bank Loan Risk
Bank loans (including senior loans) are usually rated below investment grade. The market for bankloans 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 ina 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 aloan 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 anddisposing 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 prepaymentsof 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 thantransactions 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 fullvalue for the senior loans and/or may result in the Fund not receiving the proceeds from a sale of asenior loan for an extended period after such sale, each of which could result in losses to the Fund. Seniorloans 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 tradedamong 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. Seniorloans 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-lienholder. 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 loansof 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 theterm “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 have31

fewer rights against a borrower and may have a greater risk of loss on such investments as compared toinvestments in or exposure to loans with financial maintenance covenants.
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 servesto 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 theequity tranche, CLO tranches can experience substantial losses due to actual defaults, increased sensitivity todefaults due to collateral default and disappearance of protecting tranches, market anticipation ofdefaults 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 bedeemed 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 carryadditional 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 andmay 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 tochanges 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 majordifferences 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 areentitled to receive repayment of principal in many cases only after all required principal payments havebeen 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 andpotentially unrecoverable principal loss from the sale of foreclosed property. Subordinated classes of CMBS

32

are entitled to receive repayment of principal only after all required principal payments have been made tomore 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 toa 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 tocentrallycleared derivatives might not be available for OTC derivatives transactions. For derivatives tradedon 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 primarycredit 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 theuse 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 involvedin a derivative transaction, the Fund might have been in a better position if the Fund had not enteredinto such derivative transaction. In evaluating the risks and contractual obligations associated with particularderivative 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 theFund. 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 theEuropean 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 theeffectiveness of the Fund’s security measures.

33

Liquidity Risk
The Fund intends to invest in illiquid investments. An illiquid investment is a security or otherinvestment that the Fund reasonably expects cannot be sold or disposed of in current market conditions inseven calendar days or less without the sale or disposition significantly changing the market value of theinvestment at approximately the value ascribed to it by the Fund. Illiquid investments often can be resold only
in privately negotiated transactions with a limited number of purchasers or in a public offering registeredunder 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 orunderwriting 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 makedisposition 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 toretain 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 priceat 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 Fundmust 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 topolicies 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 fairvalue 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 researchthan for more liquid investments. In addition, elements of judgment may play a greater role in valuation insuch 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 borrowingof 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 andshort-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 theFund’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 theFund 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 and34separate from the voting rights of Shareholders. The holders of preferred stock, on the one hand, and theholders 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. Leveragecan cause the Fund to lose money and can magnify the effect of any losses. To the extent the income orcapital appreciation derived from securities purchased with funds received from leverage exceeds the cost ofleverage, 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 costof leverage or if the Fund incurs capital losses, the return of the Fund will be less than if leverage had notbeen 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 returnof capital).
The Fund will pay (and the Shareholders will bear) all costs and expenses relating to the Fund’s use ofleverage, 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 offees 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 andadditional 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 adefensive 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 repurchaseagreements 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 orhigher by S&P or Prime-1 by Moody’s; and certificates of deposit and bankers’ acceptances issued bydomestic 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 inshares of money market mutual funds. Money market mutual funds are investment companies and theinvestments 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, fueland other operating expenses, technological innovations that may render existing products and equipment
obsolete, competition from new entrants, high research and development costs, increased costs associatedwith compliance with environmental or other regulation and other economic, market, political or otherdevelopments 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 businessrisks 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 focusedinvestment risk to the extent that it invests a substantial portion of its assets in a particular country
or geographic region.

35

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 otherbanking 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 someother 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 andmargin requirements. The CFTC, the SEC, the Federal Deposit Insurance Corporation, other regulatorsand self-regulatory organizations and exchanges are authorized under these statutes, regulations andotherwise 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 Fundwith certain distribution requirements. Statutory limitations on distributions on the common shares if theFund is leveraged and fails to satisfy the 1940 Act’s asset coverage requirements could jeopardize theFund’s ability to meet such distribution requirements. The Fund presently intends, however, to purchase orredeem 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 andasset management activities and may engage in the ordinary course of business in activities in which theirinterests 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, theAdviser 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 theFund 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 possiblethat 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 otherinvestment activities not concerning the Fund and will not be able to devote all of their time to the Fund’sbusiness and affairs. The Adviser and its affiliates have adopted policies and procedures designed toaddress potential conflicts of interests and to allocate investments among the accounts managed by theAdviser 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 thevalue of a particular currency may change in relation to the U.S. dollar. Among the factors that may affectcurrency values are trade balances, the level of short-term interest rates, differences in relative values of36

similar assets in different currencies, long-term opportunities for investment and capital appreciation andpolitical 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 fromshort-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 willcontinue to pay dividends or other distributions in the future. The dividend income stream associatedwith equity income securities generally is not fixed but is elected and declared at the discretion of the issuer’sboard of directors and will be subordinate to payment obligations of the issuer on its debt and otherliabilities. 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 canbe no assurance that quarterly distributions paid by the Fund to the Shareholders will be maintained atinitial levels or increase over time.
Cyber Security Risk
The occurrence of a disaster such as a cyber-attack, a natural catastrophe, an industrial accident, aterrorist 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 conductbusiness 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 isbusiness 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 Fundand 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 theAdviser 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 Funddoes not control the cyber security plans and systems put in place by third-party service providers, andsuch 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 moreof 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 resultin 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 associatedwith, 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 businessin 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 of37

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
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 proceedsof 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 questionableability to satisfy their payment obligations as they become due, subjecting the Fund to a greater amount ofcredit risk and/or high-yield risk.
Infectious Illness Risk
A widespread outbreak of an infectious illness, such as the COVID-19 pandemic, may result in travel
restrictions, disruption of healthcare services, prolonged quarantines, cancellations, supply chain disruptions,business closures, lower consumer demand, layoffs, ratings downgrades, defaults and other significant
economic, social and political impacts. Markets may experience temporary closures, extreme volatility, severe
losses, reduced liquidity and increased trading costs. Such events may adversely affect the Fund, its
investments, and the value of your investment in the Fund.
The fallout from the COVID-19 pandemic and its subsequent variants, and the long-term impact on
economies, markets, industries and individual issuers, are not known. Some sectors of the economy andindividual issuers have experienced, and could continue to experience, particularly large losses as a result of
new variants of COVID-19.
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 aconvertible 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 declaredor 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 thereference obligation directly since, in addition to general market risks, credit default swaps are subject toilliquidity risk, counterparty risk and credit risk. A buyer generally also will lose its investment and recovernothing should no credit event occur and the swap is held to its termination date. If a credit event wereto 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, torealize 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 toclose out these transactions at advantageous times, selling credit default swaps may not be profitable for the
Fund.

38

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 withrespect to the counterparties to the credit default swap contract (whether a clearing corporation or anotherthird 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 andpaying applicable breakage fees, or by entering into an offsetting credit default swap position, which may
cause the Fund to incur more losses.

39

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, 225 Liberty Street, 35th 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 theAdviser, “Oaktree”). A number of the senior executives and investment professionals of Oaktree have been
investing together for over 38 years and have generated impressive investment performance throughmultiple market cycles. Oaktree emphasizes an opportunistic, value-oriented approach to investments indistressed 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, 2023, OCM had approximately $189 billion of assets under management. The Adviser isregistered 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, theFund 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 theextent 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 andother 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 incurredin the ordinary course of the Fund’s business) at no more than 2.10% for Class D Shares and 2.85% forClass T Shares. The fee waiver and expense reimbursement arrangement will continue until at least April 30,
2025, 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 as of April 30th of each calendar year,
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 thencurrent term. Any waivers and/or reimbursements made by the Adviser are subject to recoupment fromthe 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 cause40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 inaccordance 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, 2023. 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 fiscal years
ended December 31, 2023 and December 31, 2022, and for the period from November 1, 2021 throughDecember 31, 2021. Advisory fees recouped by the Adviser were done pursuant to expense limitationagreements (see the “Expense Limitation Agreements” section below).
2023

2022

2021

Advisory Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Advisory Fees Recouped/(Reimbursed) . . . . . . . . . . . . . .

$2,630,998$ 137,705$1,995,058$ 202,188$ 218,733$(603,375)

Net Advisory Fees Paid to Adviser . . . . . . . . . . . . . . . . .

$2,768,703$2,197,246$—

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 Global Credit
strategies, including the Oaktree Diversified Income Fund. Prior to co-founding Oaktree, Mr. Karsh wasa 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. Karshholds 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 serveson 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 from2003 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 serves as a portfolio manager within our Global Credit and Investment 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

41

across all investment strategies. Mr. Dahl began his career at Rumson Capital in quantitative research anddevelopment 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 serves as co-Chief Executive Officer, primarily focused on overseeing the organizationand 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. Panossian joined Oaktree from Pequot Capital Management, where heworked on their distressed debt strategy. Mr. Panossian holds a B.A. degree in economics with honors
and distinction from Stanford University, where he was elected to Phi Beta Kappa; an M.S. degree in healthservices 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 the Stanford Institutefor 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 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 a founding 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 businessadministration. Before attending graduate school, he served as an associate in the Franchise Systems FinanceGroup at J.P. Morgan. Mr. Rosenberg also holds an M.P.A. in professional accounting with a concentrationin finance and a B.A. degree in business administration from the University of Texas at Austin. He isa Certified Public Accountant (inactive).
Danielle PoliManaging Director and Co-Portfolio Manager
Ms. Poli is a managing director and portfolio manager within Oaktree’s Global Credit strategy. She isa 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 expansionof 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 to 2023. Prior tojoining 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 in business administration from the Universityof 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 thevoting securities of a company. As of the date of this Prospectus, the Fund could be deemed to be undercontrol of Oaktree Fund GP I, L.P., a Delaware limited partnership, which currently has voting authority
with respect to approximately 64% of the value of the outstanding interests in the Fund.

42

Plan of Distribution
Quasar Distributors, LLC, a wholly owned subsidiary of Foreside Financial Group, LLC (dba ACA
Global) (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 atThree Canal Plaza, Suite 100, Portland, Maine, 04101, is a broker-dealer registered with the SEC and is amember of the Financial Industry Regulatory Authority (“FINRA”).
The Distributor acts as the distributor of Shares for the Fund on a best efforts basis, subject tovarious conditions, pursuant to the terms of the Distribution Contract. The Distributor is not obligated tosell 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 businessday. Please see “Net Asset Value” below.
The Fund and the Distributor have the sole right to accept orders to purchase Shares and reserve theright 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 Adviseror 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 withapplicable 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 withthe terms of Rule 18f-3 as a condition of the granted Exemptive Relief, which permits the Fund tohave, 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 theinterests 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 ofinvestments, 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 thatcharge their customers transaction or other fees with respect to their customers’ investments in the Fund.
Class T Shares are not available for purchase directly from the Distributor and are primarily offeredand sold to retail investors by certain broker-dealers which are members of FINRA and which haveagreements 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 otherretirement accounts.

43

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 inwhich 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 Planpermits 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 arepaid out of the applicable share class’s assets on an ongoing basis, over time they will increase the cost of aninvestment 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 inrespect 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 bankwire 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 othersimilar 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 othermethods of calculation. See Revenue Sharing below.
The Adviser has contractually agreed to limit the shareholder servicing fees for each share class to theextent 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, 2025.
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 foreach share class after fee waivers and/or expense reimbursement, this arrangement will continue to limit theshareholder 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 theestimates 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 thereimbursement, 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 fromtheir own resources to broker-dealers or financial intermediaries for various reasons. These payments, often

44referred to as “revenue sharing,” may support the delivery of services to the Fund or Shareholders in theFund, 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 Fundin various promotional and sales programs. Marketing support services also may include business planningassistance, 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, aU.S. resident is defined as an account with (i) a U.S. address of record and (ii) all account owners residingin 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 canmeet 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 youtransaction 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 whomeet the minimum investment amount and wish to invest directly in Class D Shares may obtain an
Account Application online at https://publicsecurities.brookfield.com/enhttps://www.brookfieldoaktree.com/ 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 isdesignated 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.

45• Through your broker-dealer or other financial firm. Class T Shares are primarily offered and soldto retail investors by certain broker-dealers which are members of FINRA and which haveagreements with the Fund’s distributor to offer Class T Shares, but may be made available throughother financial firms, including banks and trust companies and to specified benefit plans andother 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 orother fees and additional amounts (which may vary) in return for its services, which will reduce yourreturn. Shares you purchase through your broker-dealer or other financial firm will normally beheld 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
615 East Michigan Street, 3rd Floor
Milwaukee, Wisconsin 53202
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:
U.S. Bank National Association
1555 North River Center Drive
Milwaukee, Wisconsin 53212
ABA:#075000022
Account#:
112-952-137
Account Name:
FFC:

U.S. Bancorp Fund Services, LLC(include Oaktree Diversified Income Fund Inc. Account Number)

In order to receive the current day’s NAV, order instructions must be received in good order prior tothe 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 tosend the accompanying payment on the same day may result in the cancellation of the order.
Investment Minimums
Class D Shares. The following investment minimums apply for purchases of Class D Shares:
Initial Investment

Subsequent
Investments$25,000 per account. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$5,000Class T Shares.

The following investment minimums apply for purchases of Class T Shares:
Subsequent
Investments

Initial Investment$2,500 per account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$500

The initial investment minimums may be modified for certain financial firms that submit orders onbehalf 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

46

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 ofshares 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 SharesThis section includes important information about sales charge reduction programs available toinvestors 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 Fundis the NAV of the shares plus an initial sales charge. The initial sales charge varies depending upon the sizeof 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 Sharesof the Fund through a financial intermediary, it is the responsibility of the financial intermediary to ensurethat you obtain the proper “breakpoint” discount.
Because the offering price is calculated to two decimal places, the dollar amount of the sales charge asa 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.
Class T Shares are subject to a 3.00% maximum sales charge as a percentage of the offering price.
Sales Loadasa % ofOffering
Price

Sales Loadasa % ofAmountInvested

Dealer’s
Concessionasa % ofOffering
Price

Under $250,000. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$250,000 but less than $500,000. . . . . . . . . . . . . . . . . . . .
$500,000 but less than $1,000,000 . . . . . . . . . . . . . . . . . .

3.00%
2.50%
1.50%

3.09%
2.56%
1.52%

3.00%
2.50%
1.50%

$1,000,000 or over(*) . . . . . . . . . . . . . . . . . . . . . . . . . . .

0.00%

0.00%

0.00%

Amount Purchased*

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 Sharesthrough utilization of the Combined Purchase Privilege, Right of Accumulation, Letter of Intent orReinstatement Privilege. These programs will apply to purchases of other closed-end funds that Oaktree or

47

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 (asdefined 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 theamount 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 amountintended, a Shareholder will be required to pay the difference between the reduced sales charge and the sales
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 originallysubject to a front-end sales load may buy back Class T shares of the Fund into the same Shareholder accountwithin 45 days of the redemption date without paying a sales charge on the reinstated shares. The amounteligible to be repurchased under this Reinstatement Privilege may not exceed the amount of a Shareholder’sredemption 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 otherinvestment 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 haveshares 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 originallysubject 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*

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 anotherfamily member, direct lineal ancestor or sibling of such person is/are the trustee(s).

48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 thisreinstatement 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 ClassT 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 theirpurchase. 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 ofreaching 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.
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 candemonstrate hardship, which shall be determined in the sole discretion of the Distributor, and there will beminimal cost borne by the Distributor associated with the repurchase, which shall be determined in thesole 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 fromthe 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 allof the EWC period has lapsed.
Required Shareholder Information and Records. In order for investors in Class T Shares of the Fundto take advantage of sales charge reductions, an investor or his or her financial firm must notify the Fundthat 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 Fundto verify the investor’s eligibility for breakpoint discounts or sales charge waivers.

49

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 andconditions described below and provided that the Shareholder for whom the intra-fund exchange isbeing 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 thebasis of their respective NAVs. Ongoing fees and expenses incurred by a given share class will differ fromthose of other share classes, and a Shareholder receiving new shares in an intra-fund exchange may besubject 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 achange 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 exchangeshares 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 suchexchange 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 orthe 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 whatcircumstances it may apply in accordance with the investor’s arrangements with the particular intermediary.
Shares Purchased or Held Through Financial Intermediaries
The availability of sales charge waivers and discounts may depend on the particular financial intermediaryor type of account through which you purchase or hold Fund shares. The Fund’s sales charge waivers anddiscounts 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 feesin 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 fromthe Fund. If you are investing through a financial intermediary, please contact your financial intermediarydirectly 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 theregistered 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 theparticular situation.

50

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 theaccount. If the Fund is unable to locate the investor, then it will determine whether the investor’s accountcan 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 andsemi-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, callthe 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 throughthe 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 whenpurchasing by mail or wire. If you have any questions or need further information about how to purchaseshares 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 Fundis unable to accept post-dated checks or any conditional order or payment.
To buy shares of the Fund, complete an account application and send it together with your check forthe 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 mostrecent 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 theform of shares of stock, bonds or other securities. Any securities used to buy Fund shares must be readilymarketable, 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 theFund 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 completingyour account application.
If the transfer agent does not have a reasonable belief of the identity of an investor, the accountapplication will be rejected or the investor will not be allowed to perform a transaction on the accountuntil 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.

51

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 UnitedStates citizens or lawful permanent residents, except to investors with United States military APO or FPO
addresses.

52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 havethe 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 repurchasesof 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, whichcannot 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 repurchaseoffers 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 isdetermined will occur no later than the 14th day after the Repurchase Request Deadline (or the next businessday, 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/.
Repurchase Request Deadline
The date by which Shareholders wishing to tender Shares for repurchase must respond to therepurchase offer will be no more than 14 days before the Repurchase Pricing Date (defined below). When arepurchase 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 noticeand the means by which Shareholders may ascertain the NAV.
• The procedures by which Shareholders may tender their Shares and the right of Shareholders towithdraw 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 holdshares through a financial intermediary will need to ask their financial intermediary to submit theirrepurchase 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 sharesto 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 theauthorized intermediary to submit the request to the Fund. If a Shareholder’s authorized intermediary is53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 ingood 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 suchpayment no later than seven (7) calendar days after such date. The Fund’s NAV per share may changematerially 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/ https://publicsecurities.brookfield.com/en 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 Fundmay introduce, or modify the amount of, a repurchase fee at any time. The Fund will provide advancenotice 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 Rule23c-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 repurchaseoffer 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 theFund 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 resultof 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 suchother 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 repurchaserequests. 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 theFund’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
the outstanding Shares of the Fund. If the Fund determines not to repurchase additional Shares beyond

54the repurchase offer amount, or if Shareholders tender an amount of Shares greater than that which theFund is entitled to repurchase, the Fund will repurchase the Shares tendered on a pro rata basis. The Fundmay 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 repurchaserequest 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 Sharessubject 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 notparticipate in the repurchase. For a discussion of these tax consequences, see “Tax Matters” below and“Taxation” in the Statement of Additional Information.

55

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 Fundcomputes 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 underthe 1940 Act.
Investments in equity securities listed or traded on any securities exchange or traded in theover-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, arevalued 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 determinedby 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 theAdviser 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 thesecurity; (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 fairvalue 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 fairvalue, 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.
An internal pricing hierarchy has been established to maximize the use of observable market data andminimize 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 independentof 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 basedon the best information available in the circumstances.

56

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 thathave 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.

57

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 ofportfolio securities and other sources. The dividend rate that the Fund pays on its Shares may varyas 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 capitalgains, as well as the costs of any leverage obtained by the Fund (including interest expenses on borrowingsand 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 discussionof 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 thannet 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 particularperiod. 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 theamount 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 oneof 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 recordof 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, thetreatment 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 preparedlater and in accordance with U.S. GAAP or the final tax character of those distributions might later reportthat 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 determineduntil 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, theFund 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 asa 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 capitalwould occur where a Fund distribution (or portion thereof) represents a return of a portion of yourinvestment, rather than net income or capital gains generated from your investment during a particular58

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 theamount 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.

59Dividend Reinvestment Plan
The Fund intends to distribute substantially all of its net investment income to Shareholders in theform 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 inaccordance 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 toreceive 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 andelect 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 toinclude 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 ofwhich 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 theCharter from time to time to increase or decrease the aggregate number of shares of stock or the number ofshares of stock of any class or series that the Fund has authority to issue under the Charter and the1940 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 ofstock 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 classor series of stock that could delay, defer or prevent a transaction or a change in control of the Fund thatmight otherwise be in the Shareholders’ best interests. Under Maryland law, shareholders generally are notliable 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 whenauthorized 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 mayvary 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 ofcommon stock will not be entitled to receive any distributions from the Fund unless it has paid allaccumulated 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 suchsenior 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 orother borrowings and any interest accrued thereon. These rights are subject to the preferential rights ofany 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 orsenior 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 classesof 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 annual61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 electdirectors.
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 Boardof 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 stockof 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 bysetting 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 theextent available and in preference to and priority over any distribution declared and payable on thecommon 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 atleast 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, whichis 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 paymentof the full amount of the liquidating distribution to which they are entitled, the holders of preferredstock will not be entitled to any further participation in any distribution of the Fund’s assets. Preferredstock 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 byapplicable law, holders of any preferred stock will have one vote per share and vote together with holdersof common stock as a single class.
The 1940 Act requires that the holders of any preferred stock, voting separately as a single class, havethe right to elect at least two Directors at all times. The remaining Directors will be elected by holders ofcommon 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 ofpreferred 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 approvalby Shareholders that might otherwise be required, the approval of the holders of a majority of shares ofany outstanding preferred stock, voting separately as a class, would be required to (1) adopt any planof reorganization that would adversely affect the preferred stock, and (2) take any action requiring a voteof security holders under Section 13(a) of the 1940 Act, including, among other things, changes in the62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 aseparate class, generally will be required to amend, alter or repeal any of the preferences, rights or powersof 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 voterequired 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 acomplete description, please refer to the Charter and Bylaws, which have been filed as exhibits to theregistration 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 thestructure.
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 regularannual 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 approvedby 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 approvalof 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 ofCharter amendments by the shareholders entitled to cast at least a majority of the votes entitled to be caston 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 theapproval of the shareholders under the MGCL, (2) certain transactions between the Fund and any person orgroup 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 theFund from a closed-end investment company to an open-end investment company or otherwise make theFund’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 theapproval 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 amajority of the votes entitled to be cast on such matter or, in the case of transactions with a group described64

above, by the vote, if any, of the shareholders required by applicable law. The “Continuing Directors” aredefined in the Charter as (1) the Fund’s current directors, (2) those directors whose nomination forelection by the shareholders or whose election by the directors to fill vacancies is approved by a majorityof 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 theContinuing Directors then in office. This provision could make it more difficult for certain extraordinarytransactions 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 meetingof shareholders will be called by the secretary of the Fund upon the written request of shareholders entitledto 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 ofshareholders 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 ForumOur 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 bylaw, 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 aclaim against the Fund or any director or officer or other agent of the Fund that is governed by the internalaffairs 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’soutstanding 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, andthereafter 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 sharesand 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 corporation65

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 aresolution 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 theshareholder, 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 ownershipor control of issued and outstanding “control shares”) have no voting rights except to the extent approvedby 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, unlessthe 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.

66

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 regardlessof its source.
The Fund intends to elect to be treated, and intends to qualify each taxable year thereafter, as aregulated 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) distributeto 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 andforward 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 treatedas 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 thevalue of the Fund’s total assets is represented by cash, cash items, U.S. government securities and securitiesof other RICs, and other securities, with these other securities limited, with respect to any one issuer, toan 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 beengaged 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 capitalgain 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 investmentcompany taxable income and net capital gain. As of December 31, 2023, the Fund had short-term andlong-term capital loss carryforwards of $2,645,116 and $1,750,773 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, theFund 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 sumof 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.

67

Distributions to Shareholders of ordinary income (including “market discount” realized by the Fundon 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 theShareholder has owned Shares of the Fund. A distribution of an amount in excess of the Fund’s current andaccumulated earnings and profits (as determined for U.S. federal income tax purposes) will be treated bya 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’saccount.
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, andpaid 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 theFund, 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 oftaxation. 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 orother taxable disposition of Shares if the owner acquires (including pursuant to the Plan) or enters into acontract 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 eachcase 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 federal backup
withholding. Certain Shareholders specified in the Code generally are exempt from such backup
withholding. This backup withholding, currently imposed at a rate of 24%, is not an additional tax. Anyamounts 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.

68

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 fromsuch 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 suchforeign financial institution is the beneficial owner or an intermediary, unless such foreign financial institutionagrees to verify, report and disclose its U.S. “account” holders (as specifically defined in the Code) andmeets 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 thatthe 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 U.S. owner and certain otherspecified 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 agreementwith the U.S. 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 andregulations 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 retroactivewith 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 orcurrencies, traders in securities or commodities that elect mark to market treatment, or persons that willhold 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.

69

Custodian and Transfer Agent
Pursuant to a Custody Agreement between the Fund and U.S. Bank National Association, located at1555 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 andkeeps all necessary records and documents relating to its duties. The Custodian is compensated with anasset-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.

70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.

71Legal Matters
Paul Hastings LLP serves as counsel to the Fund. Venable LLP serves as Maryland counsel to theFund. Paul Hastings LLP may rely on the opinion of Venable LLP as to certain matters of Maryland law.

72

OAKTREE DIVERSIFIED INCOME FUND INC.

CLASS D SHARES
CLASS T SHARESPROSPECTUS

April 29, 2024

All dealers that buy, sell or trade the Fund’s Shares, whether or not participating in this offering, may berequired 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 withdifferent 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.