TABLE OF CONTENTS

TABLE OF CONTENTS

Our Board unanimously recommends that you vote “FOR” the election of the nominee nominees proposed by our Board of Directors and described in the accompanying proxy statement, and FOR“FOR” the proposal to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending September 30, 2019.2019 and “FOR” the proposal to approve the New Investment Advisory Agreement between the Company and the Adviser. You can vote for our Board of Directors’ nominee and on the other matters to be voted on at the Annual Meeting by following the instructions on the enclosed proxy card and voting by Internet or telephone or by signing, dating and retuning the enclosed proxy card in the postage-paid envelope provided.

It is important that your shares be represented at the Annual Meeting. Please follow the instructions on the enclosed proxy card and vote via the Internet or telephone. We encourage you to vote via the Internet as it saves us significant time and processing costs. However, you may also vote your proxy by signing, dating and returning the enclosed proxy card to us in the postage-paid envelope provided. Voting by proxy does not deprive you of your right to participate in the virtual Annual Meeting.

No matter how many or few shares in a Company you own, your vote and participation are very important to us.

Thank you for your continued support of Oaktree Strategic Income II, Inc.

QUESTIONS AND ANSWERS

The following are some questions that you may have about the Annual Meeting, and brief answers to those questions. These questions and answers may not address all of the questions that are important to you. We encourage you to read carefully the more detailed information contained elsewhere in this proxy statement, the attachments to this proxy statement and the documents we refer to in this proxy statement.

If a specified client consent percentage (as measured by Oaktree fee revenues calculated in accordance with the Merger Agreement) object to the Merger (as determined in accordance with the Merger Agreement) (such percentage, the “Specified Percentage”), then neither party will be obligated to complete the Merger.If the stockholders of the Company do not vote to approve the New Investment Advisory Agreement, such objection will be taken into account when determining the Specified Percentage noted above. However, even if the stockholders of the Company do not approve the New Investment Advisory Agreement, the Closing may still occur. See “—What are the conditions of the Merger Agreement?” below for more information.

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If the Merger is consummated, Oaktree’s current management will maintain actual control of the management of Oaktree, subject to certain limited consent rights held by Brookfield, for an initial period of seven years or more following the Closing (or earlier if certain other conditions set forth in the Merger Agreement are triggered) (the “Initial Period”). Oaktree has informed the Board that it does not believe the consummation of the Merger would be deemed an “assignment” of the Current Investment Advisory Agreement for purposes of the Investment Company Act of 1940, as amended (the “1940 Act”), although such a determination is inherently uncertain. In accordance with the 1940 Act, however, the Current Investment Advisory Agreement automatically terminates upon its “assignment”. To prevent any potential disruption in the Adviser’s ability to provide services to the Company once an “assignment” is deemed to occur, whether as a result of the Merger or as a result of Brookfield exercising actual control over Oaktree, the Company is seeking stockholder approval of the New Investment Advisory Agreement. All material terms will remain unchanged from the Current Investment Advisory Agreement.

In evaluating the New Investment Advisory Agreement, the Board reviewed certain materials furnished separately by Oaktree and its affiliates. The Board discussed these materials and believes the New Investment Advisory Agreement is in the best interests of the Company and its stockholders for the reasons described in “Proposal 3: Approval of New Investment Advisory Agreement—Board Approval of the New Investment Advisory Agreement”, beginning on page 35 of this proxy statement. Accordingly, after careful consideration, the Board, including each of the directors who are not “interested persons” of the Company (as defined in Section 2(a)(19) of the 1940 Act) (the“Non-Interested Directors”), unanimously recommends that you vote “FOR” the proposal to approve the New Investment Advisory Agreement.

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Each party’s obligation to consummate the Merger is subject to certain other conditions, including (a) the accuracy of the other party’s representations and warranties and (b) the other party’s compliance with its covenants and agreements contained in the Merger Agreement (in each case, subject to certain qualifications).

In the event the Company’s stockholders have not approved the New Investment Advisory Agreement prior to the Closing and the Company believes that an “assignment” of the Current Investment Advisory Agreement has occurred as such term is defined under the 1940 Act, the Adviser will continue to advise the Company under an interim investment advisory agreement that has been approved in person by the Board, including each of the Company’sNon-Interested Directors, but must place its compensation for its services during this interim period in escrow, pending approval by the Company’s stockholders of the New Investment Advisory Agreement. The interim investment advisory agreement will allow the Adviser to continue to advise the Company for up to 150 days following the Closing while the Company seeks stockholder approval of the New Investment Advisory Agreement. Accordingly, the Board urges you to

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vote without delay in order to avoid potential disruption to the Company that could occur if stockholder approval is not obtained in that time and the Adviser is unable to continue to provide advisory services to the Company.

Oaktree Capital Management, L.P., a Delaware limited partnership, serves as the investment adviser to the Company.

Currently, the Adviser is an indirect, wholly owned subsidiary of Oaktree Capital Group, LLC. After Closing, the Adviser will no longer be wholly owned by Oaktree Capital Group, LLC. However, Oaktree’s current management will maintain actual control of the management of the Adviser, subject to certain limited consent rights held by Brookfield, for the Initial Period. Howard Marks and Bruce Karsh serve asco-chairmen of the Adviser, and Jay Wintrob serves as chief executive officer. Oaktree Holdings, Inc. is the general partner of the Adviser. The principal address of the Adviser, its principal executive officers and its general partner is 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071.

Oaktree Fund Administration, LLC

Oaktree Fund Administration, LLC, a Delaware limited liability company (“Oaktree Administrator”), serves as the administrator to the Company pursuant to an administration agreement between the Company and Oaktree Administrator (the “Current Administration Agreement”). If the New Investment Advisory Agreement is approved by the Company’s stockholders and becomes effective, Oaktree Administrator will continue to provide administrative services to the Company necessary for the operations of the Company under a new administration agreement (the “New Administration Agreement”), which will have the same terms as the Current Administration Agreement other than the date and related updating. The services to be provided by Oaktree Administrator under the New Administration Agreement will be the same as under the Current Administration Agreement and will include providing office facilities, equipment, clerical, bookkeeping and record keeping services at such facilities and such other services as Oaktree Administrator, subject to review by the Board, shall from time to time deem to be necessary or useful to perform its obligations under the New Administration Agreement. The principal address of Oaktree Administrator is 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071.

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In addition, in order to satisfy the conditions of Section 15(f) of the 1940 Act in connection with the Merger, Deborah Gero has been selected and nominated for election to the Board by the Company’sNon-Interested Directors for a three-year term expiring at the 2022 Annual Meeting of Stockholders of the Company, with such election being subject to the completion of the Merger.

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Beneficial Owner. You are a beneficial owner if at the close of business on the Record Date your shares were held by a broker, bank, trustee or nominee and not in your name. Being a beneficial owner means that your shares are held in “street name.” As the beneficial owner, you have the right to direct your broker, bank, trustee or nominee how to vote your shares by following the voting instructions your broker, bank, trustee or nominee provides. If you do not provide your broker, bank, trustee or nominee with instructions on how to vote your shares, your broker, bank, trustee or nominee will not be able to vote your shares with respect to the“non-routine” matters being considered by the Company at the Annual Meeting.

Beneficial Owners. Brokers, banks, trustees and nominees have discretionary authority to vote on “routine” matters, but not on“non-routine” matters. The “routine” matter being considered by the Company at this Annual Meeting is the ratification of the appointment of the Company’s independent registered public accounting firm (Proposal 2), and the“non-routine” matters being considered by the Company at this Annual Meeting are the election of directors (Proposal 1) and the approval of the New Investment Advisory Agreement (Proposal 3). If you hold your shares in street name (or “nominee name”) and do not provide your broker, bank, trustee or nominee who holds such shares of record with specific instructions regarding how to vote on Proposals 1 and 3, your broker will not be permitted to vote your shares on such“non-routine” matters.

Proposal 2. The affirmative vote of a majority of the Company’s votes cast at the Annual Meeting is required to ratify the appointment of EY to serve as the Company’s independent registered public accounting firm (i.e., the number of shares voted “FOR” the ratification of the appointment of EY exceeds the number of votes “against” the ratification of the appointment of EY). Abstentions and brokernon-votes, if any, will not be included in determining the number of votes cast and, as a result, will have no effect on this proposal.

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Proposal 3. The affirmative vote of a “majority of the outstanding voting securities” of the Company is required to approve the New Investment Advisory Agreement. Under the 1940 Act, a “majority of the outstanding voting securities” means the affirmative vote of the lesser of (a) 67% or more of the shares of the Company present or represented by proxy at the Annual Meeting if the holders of more than 50% of the outstanding shares are present or represented by proxy at the Annual Meeting or (b) more than 50% of the outstanding shares of the Company. Abstentions and brokernon-votes, if any, will have the effect of a vote “AGAINST” this proposal.

Purpose of Annual Meeting

In addition to transacting such other business as may properly come before the Annual Meeting and any adjournments or postponements, at the Annual Meeting, the stockholders will be asked to vote on the following proposals:

Quorum Required

For the Company to conduct business at the Annual Meeting, a quorum of stockholders must be present at the Annual Meeting. The presence at the Annual Meeting, virtually or by proxy, of the holders of a majority of the shares of the Company’s common stock outstanding on the Record Date will constitute a quorum. Abstentions will be treated as shares present for quorum purposes. Shares for which brokers have not received voting instructions from the beneficial owner of the shares and do not have discretionary authority to vote on certain proposals (which are considered “brokernon-votes” with respect to such proposals) will be treated as shares present for quorum purposes.

The Chairman of the Company shall have the power to adjourn the Annual Meeting, whether or not a quorum is present, from time to time for any reason and without notice other than announcement at the Annual Meeting.

Submitting Voting Instructions for Shares Held Through a Broker, Bank, Trustee or Nominee

If you hold shares of the Company’s common stock through a broker, bank, trustee or nominee, you must follow the voting instructions you receive from your broker, bank, trustee or nominee. If you hold shares of the Company’s common stock through a broker, bank, trustee or nominee and want to participate in the virtual Annual Meeting, you must follow the instructions you receive from your broker, bank, trustee or nominee.Please instruct your broker, bank, trustee or nominee so your vote can be counted.

Discretionary Voting

Brokers, banks, trustees and nominees have discretionary authority to vote on “routine” matters, but not on “non-routine”“non-routine” matters. The “routine” matter being considered by the Company at this Annual Meeting is the ratification of the appointment of the Company’s independent registered public accounting firm (Proposal 2), and the “non-routine” matter“non-routine” matters being considered by the Company at this Annual Meeting isare the election of directors.directors (Proposal 1) and the approval of the New Investment Advisory Agreement (Proposal 3). If you hold your shares in street name (or “nominee name”) and do not provide your broker, bank, trustee or nominee who holds such shares of record with specific instructions regarding how to vote on the Company’s proposal to elect a director,Proposals 1 and 3, your broker may not be permitted to vote your shares on such “non-routine” proposals.“non-routine” matters.

Please note that to be sure your vote is counted on the Company’s proposal to elect a director,Proposals 1 and 3, you should instruct your broker, bank, trustee or nominee how to vote your shares. If you do not provide voting instructions, votes may not be cast on your behalf with respect to that proposal.the“non-routine” matters being considered by the Company at the Annual Meeting.

Authorizing a Proxy for Shares Held in Your Name

If you are a record holder of shares of the Company’s common stock, you may authorize a proxy to vote on your behalf by following the instructions provided on the enclosed proxy card. Authorizing your proxy will not limit your right to participate in the virtual Annual Meeting and vote your shares online. A properly completed and submitted proxy will be voted in accordance with your instructions unless you subsequently revoke your

Revoking Your Proxy

If you are a stockholder of record of the Company, you can revoke your proxy at any time before it is exercised by: (i) delivering a written revocation notice that is received prior to the Annual Meeting to Oaktree Strategic Income II, Inc., 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071, Attention: Secretary; (ii) submitting a later-dated proxy that we receive before the conclusion of voting at the Annual Meeting; or (iii) participating in the virtual Annual Meeting and voting online. If you hold shares of the Company’s common stock through a broker, bank, trustee or nominee, you must follow the instructions you receive from them in order to revoke your voting instructions. Participating in the virtual Annual Meeting does not revoke your proxy unless you also vote online at the Annual Meeting.

Votes Required

Proposal 1: Election of directors. The affirmative vote of a plurality of the shares of the Company’s common stock outstanding and entitled to vote thereon at the Annual Meeting is required to elect the director nomineenominees (i.e., the candidate(s)candidates receiving the most “for”“FOR” votes will win the election). In addition, in the case of Deborah Gero’s election, her election is subject to the completion of the Merger. Stockholders may not cumulate their votes. Votes to “withhold authority” and brokernon-votes will not be included in determining the number of votes cast and, as a result, will have no effect on this proposal.

Proposal 2: Ratification of independent registered public accounting firm. The affirmative vote of a majority of the Company’s votes cast at the Annual Meeting is required to ratify the appointment of EY to serve as the Company’s independent registered public accounting firm (i.e., the number of shares voted “for”“FOR” the ratification of the appointment of EY exceeds the number of votes “against” the ratification of the appointment of EY). Abstentions and brokernon-votes, if any, will not be included in determining the number of votes cast and, as a result, will have no effect on this proposal.

Proposal 3.Approval of the New Investment Advisory Agreement.The affirmative vote of a “majority of the outstanding voting securities” of the Company is required to approve the New Investment Advisory Agreement. Under the 1940 Act, a “majority of the outstanding voting securities” means the affirmative vote of the lesser of (a) 67% or more of the shares of the Company present or represented by proxy at the Annual Meeting if the holders of more than 50% of the outstanding shares are present or represented by proxy at the Annual Meeting or (b) more than 50% of the outstanding shares of the Company. Abstentions and brokernon-votes, if any, will have the effect of a vote “AGAINST” this proposal.

Information Regarding This Solicitation

The Merger Agreement specifically provides that Oaktree and Brookfield will each bear 50% of all fees and expenses incurred in connection with the consent solicitation process, including any costs associated with this solicitation of proxies, to obtain shareholder approval of a new investment advisory agreement resulting from the Merger. Accordingly, while the Company will bear its own legal expenses with respect to Proposals 1 and 2 (which are unrelated to the Merger), Oaktree and Brookfield will each bear 50% of all fees and expenses of the solicitation of proxies.relating to Proposal 3. In addition to mail ande-mail, proxies may be solicited personally, via the Internet or by telephone or facsimile, by regular employees of Oaktree Fund Administration, LLC (“Oaktree Administrator”), the Company’s administrator,Administrator and its affiliates and/or a paid solicitor. No additional compensation will be paid to such regular employees for such services. If the Company retains a solicitor, the Company estimates thatOaktree Administrator has engaged Broadridge to provide certain proxy solicitation services for which it will pay an aggregatebe paid a fee of approximately $5,000$54,000 plusout-of-pocket expenses for such services and youservices. You could be contacted by telephone on behalf of the Company and be urged to vote. If the Company retains a solicitor, the solicitorBroadridge will not attempt to influence how you vote your shares, but will only ask that you take the time to cast a vote. The CompanyOaktree and Brookfield will reimburse brokers and other persons holding the Company’s common stock in their names, or in the names of nominees, for their expenses for forwarding proxy materials to principals and beneficial owners and obtaining their proxies. The principal address of Oaktree Administrator is 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071.

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Stephen Mosko. Mr. Mosko has been a Director and has served as a member of the Audit Committee since July 2018. Since October 2018, Mr. Mosko has served as Chief Executive Officer of Village Roadshow Entertainment Group. Mr. Mosko formerly served as Chair of Sony Pictures Television for which he remains a consultant. Mr. Mosko also served as the President of Sony Pictures’ U.S. Television operation, Executive Vice President of Sales for Sony Pictures Television and Vice President of the Western Region for Columbia TriStar Television Distribution. Before joining Sony Pictures, Mr. Mosko held earlier career positions as Local Sales Manager of NBC affiliateWMAR-TV in Baltimore, and in Philadelphia as General Sales Manager ofWTAF-TV and Vice President and Station Manager ofWPHL-TV. Mr. Mosko has served as Chairman of the National Association of Television Program Executives; Chairman of the Academy of Television Arts & Sciences Foundation; Director of Game Show Network, LLC and Game Show Network; Director of The Advertising Council, Inc.; member of the Board of Directors for the Celine Cousteau Film Fellowship; Member of the Executive Committee of the Los Angeles Board of Governors of The Paley Museum; the National Board of Junior Achievement; Member of the Executive Board of the UCLA School of Theater, Film and Television; Director at Loyola Marymount University, Los Angeles; Member of the Philadelphia Police Department’s Drug Advisory Council; and President of the Philadelphia Ad Club. Mr. Mosko received his Bachelor of Arts in Communications from the University of Delaware. Mr. Mosko also received honorary degrees from Loyola Marymount University, Chapman University and the University of Delaware.

Deborah Gero. Ms. Gero has been nominated for election as a Director at the Annual Meeting. Ms. Gero has been a member of the OCSL and OCSI Boards since March 2019. Ms. Gero has held various positions with AIG, including as a Senior Managing Director and Deputy Chief Investment Officer of AIG Asset Management, where she was responsible for developing the firm’s investment strategy for approximately $300 billion of insurance company portfolios from 2012 to 2018. She joined AIG in 2009 and served as Chief Risk Officer for the Life and Retirement division until 2012. Before joining AIG, Ms. Gero was a consultant from 2003 to 2009, focusing on collateralized debt obligation investment management and investments in insurance companies. Prior to her work as a consultant, Ms. Gero spent eight years at AIG and its predecessor entities in a variety of capacities including Portfolio Manager of a $3 billion collateralized debt obligation portfolio and Corporate Actuary. Previous experiences include numerous actuarial and asset/liability management roles at Conseco, Inc., Tillinghast/Towers-Perrin and Pacific Mutual Life Insurance Company. Ms. Gero has previously served as a director of Aurora National Life Insurance Company and New California Life Holdings, as well as several insurance and asset management subsidiaries of AIG. Ms. Gero received a B.A. degree in mathematics from the University of Notre Dame. She is a CFA charterholder, a fellow in the Society of Actuaries and a member of the American Academy of Actuaries.

Interested Director

Edgar Lee. Mr. Lee has been a Director and has served as the Company’s Chairman, Chief Executive Officer and Chief Investment Officer since July 2018. Mr. Lee is also Chief Executive Officer and Chief Investment Officer for OCSL and OCSI. Mr. Lee has been a Managing Director at Oaktree and has served as the portfolio manager for Oaktree’s Strategic Credit strategy since 2013. From 2010 to 2013, Mr. Lee was a senior vice president within Oaktree’s Distressed Debt group and led a number of the group’s investments in the media, technology and telecom industries. Prior to joining Oaktree in 2007, Mr. Lee worked within the Investment Banking division at UBS Investment Bank in Los Angeles, where he was responsible for advising clients on a number of debt and preferred stock restructurings, leveraged financings,buy-side and sell-side M&A, mezzanine financings and recapitalizations. Before that, he was employed within the Fixed Income division at Lehman Brothers Inc. Prior experience includes work at Katzenbach Partners LLP and the Urban Institute. Mr. Lee serves

Executive Officers

Mel Carlisle. Mr. Carlisle has served as the Company’s Chief Financial Officer and Treasurer since July 2018. Mr. Carlisle has also served as Chief Financial Officer of OCSL and OCSI since October 2017 and Treasurer of OCSL and OCSI since November 2017. Mr. Carlisle has been a Managing Director and Head of the Distressed Debt fund accounting team within theClosed-end Funds accounting group at Oaktree since 2006. He joined Oaktree in 1995. Prior thereto, Mr. Carlisle was a manager in the Client and Fund Reporting Department of The TCW Group, Inc. Previously, he was employed in the Financial Services Group in Price Waterhouse’s Los Angeles office. Mr. Carlisle received a B.A. degree in economics and accounting from Claremont McKenna College. He is a Certified Public Accountant (inactive).

Mathew Pendo. Mr. Pendo has served as the Company’s Chief Operating Officer since July 2018. Mr. Pendo has also served as the Chief Operating Officer of OCSL and OCSI since October 2017 and currently serves as Managing Director, Head of Corporate Development and Capital Markets for Oaktree, which he joined in 2015. Prior to joining Oaktree, Mr. Pendo was at the investment banking boutique of Sandler O’Neill Partners, where he was a managing director focused on the financial services industry. Prior thereto, Mr. Pendo was the Chief Investment Officer of the Troubled Asset Relief Program (TARP) of the U.S. Department of the Treasury, where he was honored with the Distinguished Service Award. There, he built and managed a team of 20 professionals overseeing the Treasury’s $200 billion TARP investment activities across multiple industries including AIG, GM and the banks, and all levels of the capital structure. Mr. Pendo began his career at Merrill Lynch, where he spent 18 years, starting in their investment banking division before becoming managing director of the technology industry group. Subsequently, Mr. Pendo was a managing director at Barclays Capital, first serving asco-head of U.S. Investment Banking and thenco-head of Global Industrials group. He received a bachelor’s degree in economics from Princeton University, cum laude, and ispreviously served as a board member of SuperValu Inc.

Kimberly Larin. Ms. Larin has served as the Company’s Chief Compliance Officer since July 2018. Ms. Larin has also served as Chief Compliance Officer of OCSL and OCSI since October 2017 and currently serves as a Managing Director inand Deputy Chief Compliance Officer for Oaktree. Prior to joining Oaktree in 2002, Ms. Larin spent six years at Western Asset Management Company as a compliance officer. Ms. Larin received a B.S. degree in business administration with an emphasis in marketing from Oklahoma State University.

Board Leadership Structure

The Board monitors and performs oversight roles with respect to the Company’s business and affairs, including with respect to investment practices and performance, compliance with regulatory requirements and the services, expenses and performance of service providers. Among other things, the Board approves the appointment of the Company’s investment adviser and executive officers, reviews and monitors the services and activities performed by the Company’s investment adviser and executive officers and approves the engagement of, and reviews the performance of, the independent registered public accounting firm.

Under the Company’s bylaws, the Board may designate a chairman to preside over the meetings of the Board and meetings of stockholders and to perform such other duties as may be assigned to him or her by the Board. The Company does not have a fixed policy as to whether the chairman of the Board should be an Independent Director; the Company believes that it should maintain the flexibility to select the chairman and reorganize its leadership structure, from time to time, based on the criteria that is in the Company’s best interests and the best interests of the Company’s stockholders at such time.

Presently, Mr. Edgar Lee serves as the Chairman of the Board. Mr. Lee’s familiarity with Oaktree’s investment platform and extensive knowledge of the financial services industry qualify him to serve as the Chairman of the Company. The Company believes that it is best served through this existing leadership structure, as Mr. Lee’s relationship with Oaktree provides an effective bridge and encourages an open dialogue between Oaktree and the Board.

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The Company’s corporate governance practices include regular meetings of its Independent Directors in executive session without the presence of interested directors and management, the establishment of an Audit

equal to 1.00% per annum (the “Applicable Management Fee Percentage”) of the Company’s Gross Asset Value (as defined below); provided, that prior to a Qualified Listing, the Management Fee does not exceed 1.75% per annum of the Unleveraged Asset Value (as defined below). From and after the date of a Qualified Listing, if any, the Applicable Management Fee Percentage will increase to 1.50% per annum of the Company’s Gross Asset Value.

For purposes of calculating the Management Fee, the Gross Asset Value is determined by the Company’s board of directors (including any committee thereof). Until (a) the12-month anniversary of the Initial Closing (as defined below)initial closing of a private offering of the Company’s common stock, which initial closing occurred on August 6, 2018 (the “Initial Closing”) or (b) the completion of a Qualified Listing, whichever occurs first, the Management Fee for

such facilities. Under the Current Administration Agreement, Oaktree Administrator also performs, or oversees the performance of, the Company’s required administrative services, which include, among other things, providing assistance in accounting, legal, compliance, operations, technology and investor relations, and being responsible for the financial records that the Company is required to maintain and preparing reports to stockholders and reports filed with the SEC. In addition, Oaktree Administrator assists the Company in determining and publishing the net asset value, overseeing the preparation and filing of tax returns and the printing and dissemination of reports to the Company’s stockholders, and generally overseeing the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others.

Payments under the Current Administration Agreement are equal to an amount that reimburses Oaktree Administrator for its costs and expenses incurred in performing its obligations under the Administration Agreement and providing personnel and facilities. The Current Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party, by the vote of a majority of the Company’s outstanding voting securities, or by the vote of the Company’s directors or by Oaktree Administrator. In addition, Oaktree Administrator entered into asub-administration agreement (the “Sub-Administration“Sub-Administration Agreement”) with State Street Bank and Trust Company (“State Street”), pursuant to which State Street provides for certain administrative and professional services. The Company bears all of the costs and expenses of anysub-administration agreements that Oaktree Administrator enters into.

Material Conflicts of Interest

Our executive officers and directors, and certain members of Oaktree, serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business as we do, or of investment funds managed by Oaktree’s affiliates. For example, Oaktree presently serves as the investment adviser to OCSI and OCSL. OCSI and OCSL have historically invested in debt and debt-like instruments similar to those we target for investment. Therefore, there may be certain investment opportunities that satisfy the investment criteria for OCSI, OCSL and us. OCSI and OCSL each operate as distinct and separate entities. In addition, all of our executive officers serve in substantially similar capacities for OCSI and OCSL. Accordingly, they may have obligations to investors in those entities, the fulfillment of which might not be in our best interests or the best interests of our stockholders. For example, the personnel of Oaktree may face conflicts of interest in the allocation of investment opportunities to us and such other funds and accounts.

Oaktree has investment allocation guidelines that govern the allocation of investment opportunities among the investment funds and accounts managed orsub-advised by Oaktree and its affiliates. To the extent an investment opportunity is appropriate for us, OCSI or OCSL or any of the other Oaktree funds, Oaktree will adhere to its investment allocation guidelines in order to determine a fair and equitable allocation.

We may invest alongside funds and accounts managed orsub-advised by Oaktree and its affiliates in certain circumstances where doing so is consistent with applicable law and SEC staff interpretations. For example, we may invest alongside such accounts consistent with guidance promulgated by the staff of the SEC permitting us and such other accounts to purchase interests in a single class of privately placed securities so long as certain conditions are met, including that Oaktree, acting on our behalf and on behalf of other clients, negotiates no term other than price or terms related to price.

In addition, on October 18, 2017, Oaktree received exemptive relief from the SEC to allow certain managed funds and accounts, each of whose investment adviser is Oaktree or an investment adviser controlling, controlled by or under common control with Oaktree, to participate in negotiatedco-investment transactions, where doing so is consistent with the applicable registered fund’s or business development company’sBDC’s investment objective and strategies as well as regulatory requirements and other pertinent factors, and pursuant to the conditions of the exemptive relief. Each potentialco-investment opportunity that falls under the terms of the exemptive relief and

Pursuant to the Current Administration Agreement, Oaktree Administrator furnishes us with the facilities, including our principal executive office, and administrative services necessary to conduct ourday-to-day operations. We pay Oaktree Administrator our allocable portion of overhead and other expenses incurred by the Oaktree Administrator or such affiliate in performing its obligations and services under the Current Administration Agreement, such as rent and our allocable portion of the cost of personnel attributable to performing such obligations and services, including, but not limited to, marketing, legal and other services performed by the Oaktree Administrator or such affiliate for us. This arrangement creates conflicts of interest that our Board must monitor.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act, requires the Company’s directors and executive officers, and persons who own 10% or more of the Company’s common stock, to file reports of ownership and changes in ownership of its equity securities with the SEC. Directors, executive officers and 10% or more holders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on a review of the copies of those forms furnished to the Company, or written representations that no such forms were required, the Company believes that its directors, executive officers and 10% or more beneficial owners complied with all Section 16(a) filing requirements during the fiscal period ended September 30, 2018, except that one report on Form 3 for each of our Independent Directors was inadvertently filed late on October 5, 2018.

Corporate Governance

Our Board of Directors

Board Composition

Our Board currently consists of three members. Pursuant to our Amendedamended and Restated Certificaterestated certificate of Incorporation,incorporation, the Board is divided into three classes, with the members of each class each serving staggered, three-year terms. The term of our Class I Director will expire at the Meeting; the term of our Class II Director will expire at the 2020 annual meeting of stockholders; and the term of our Class III Director will expire at the 2021 annual meeting of stockholders.

Mr. Mosko serves as a Class I Director (with an initial term expiring at the Meeting). Ms. Keller serves as a Class II Director (with an initial term expiring at the 2020 annual meeting of stockholders). Mr. Lee serves as a Class III Director (with an initial term expiring at the 2021 annual meeting of stockholders). Ms. Gero has been nominated for election as a Class I Director (with an initial term expiring at the 2022 annual meeting of stockholders).

Independent Directors

Pursuant to Section 56 of the 1940 Act, a majority of a BDC’s board of directors must be comprised of persons who are not “interested persons” of the Company, as defined in Section 2(a)(19) of the 1940 Act.Non-Interested Directors. In addition, our Board has determined that it is appropriate to have a board of directors with at least a majority of

Interested Directors

Mr. Lee is considered an “interested person” (as defined in Section 2(a)(19) of the 1940 Act) of the Company because of his relationship with us, Oaktree or affiliated persons of Oaktree.

Meetings and Attendance

Our Board met once during the period from August 6, 2018 (commencement of operations) through September 30, 2018, and acted on occasion by written consent. Our Board also met in July 2018 for organizational purposes. No Independent Director attended fewer than 75% of the aggregate of the total number of meetings of the Board and the total number of meetings held by all committees of the Board on which he or she served; however, Mr. Lee attended only one of our two Board meetings.

Board and Committee Attendance

All Directors are expected to attend at least 75% of the aggregate number of meetings of our Board and of the committee on which they serve. We require each director to make a diligent effort to attend all Board and committee meetings. The Company encourages, but does not require, the members of the Board to attend the Company’s annual meeting of its stockholders.

Communications with Directors

Our Board has established procedures whereby our stockholders and other interested parties may communicate with any member of our Board, the chairman of any of our Board committees or with our Independent Directors as a group by mail addressed to the applicable directors or director group, to Oaktree Strategic Income II, Inc., 333 South Grand Avenue, 28^th28th Floor, Los Angeles, California, 90071, Attention: Secretary. All such communications, other than unsolicited commercial solicitations, will be forwarded to the appropriate Director, or Directors, for review.

Code of Business Conduct

The Company has adopted a Code of Business Conduct which applies to, among others, executive officers, including the principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and all other officers, employees and directors of the Company. There have been no material changes to our Code of Business Conduct or material waivers of Code of Business Conduct that apply to our Chief Executive Officer or Chief Financial Officer. We hereby undertake to provide a copy of the Code of Business Conduct to any person, without charge, upon request. Requests for a copy of the Code of Business Conduct may be made in writing addressed to Oaktree Strategic Income II, Inc., 333 South Grand Avenue, 28th Floor, Los Angeles, California, 90071, Attention: Secretary.

Committees of the Board of Directors

Our Board has established an Audit Committee and may establish additional committees in the future. Our Board does not have a standing nominating committee because it believes the function typically served by this committee is best handled by those directors whose term is not expiring currently. Our Board does not have a standing compensation committee because our executive officers do not receive any direct compensation from us. The compensation of the directors who are not considered “interested persons” of our Company is discussed under “—Compensation and Insider Participation—Compensation of Independent Directors” below.

“audit committee financial expert” as that term is defined under Item 407 ofRegulation S-K, as promulgated under the Exchange Act. Each of Ms. Keller and Mr. Mosko meets the current independence and experience requirements ofRule 10A-3 of the Exchange Act. The Audit Committee operates pursuant to a charter approved by our Board, which sets forth the responsibilities of the Audit Committee. A copy of the charter is attached asAttachment A to this proxy statement. The Audit Committee’s responsibilities include establishing guidelines and making recommendations to our Board regarding the valuation of our loans and investments, selecting our independent registered public accounting firm, reviewing with such independent registered public accounting firm the planning, scope and results of their audit of our financial statements,pre-approving the fees for services performed, reviewing with the independent registered public accounting firm the adequacy of internal control systems, reviewing our annual financial statements, overseeing internal audit staff and periodic filings and receiving our audit reports and financial statements.

The Audit Committee did not hold any meetings during the period from August 6, 2018 (commencement of operations) through September 30, 2018; however, the Audit Committee met on July 9, 2018 for organizational matters and on October 28, 2018.

Nominating Committee

Nomination for election as a director may be made by the board of directors or by stockholders in compliance with the procedures set forth in our Bylaws.bylaws.

Our board of directors seeks candidates who possess the background, skills and expertise to make a significant contribution to us, the board of directors and our stockholders. In considering possible candidates for election as a director, the board of directors takes into account, in addition to such other factors as it deems relevant, the desirability of selecting directors who:

Our board of directors has not adopted a formal policy with regard to the consideration of diversity in identifying director nominees. In determining whether to recommend a director nominee, the board of directors considers and discusses diversity, among other factors, with a view toward the needs of our board of directors as a whole. The board of directors generally conceptualizes diversity expansively to include, without limitation, concepts such as race, gender, national origin, differences of viewpoint, professional experience, education, skill and other qualities that contribute to our board of directors, when identifying and recommending director nominees. The board of directors believes that the inclusion of diversity as one of many factors considered in selecting director nominees is consistent with the goal of creating a board of directors that best serves our needs and the interests of our stockholders.

The Independent Director or Directors whose term is not expiring selects and evaluates any candidates for Independent Director at such meeting, and the director or directors whose term is not expiring select and evaluate candidates for interested directors at such meeting, in each case in accordance with the criteria set forth above. Such Independent Directors and Directors, as applicable, are then responsible for recommending to the board of directors a slate of nominees for Independent Director and interested director positions, as applicable, for the

interests in the Oaktree operating group in certain circumstances, the right to receive certain payments in respect of a tax receivable agreement and pursuant to an exchange agreement, and the right to accelerated vesting of certain equity awards in certain circumstances and rights to continuing indemnification and directors’ and officers’ liability insurance. Further, Edgar Lee, an interested director of the Company, is an officer of Oaktree. He has an equity interest in Oaktree. Accordingly, Mr. Lee would receive a monetary benefit from the Closing that reflects this pro rata interest in Oaktree. The Board was aware of and carefully considered these interests, among other matters, in evaluating the terms and structure of the Merger and in recommending that stockholders of the Company vote “FOR” the proposal to approve the New Investment Advisory Agreement.

TABLE OF CONTENTSCertain Conditions Under the 1940 Act

The Board has been informed that Brookfield and Oaktree will use reasonable best efforts to assure compliance with the conditions of Section 15(f) of the 1940 Act with respect to the Company from and after the Closing, which provides that when a sale of securities or a controlling interest in an investment adviser occurs, the investment adviser or any of its affiliated persons cannot receive any amount or benefit in connection with the sale unless two conditions are satisfied: (1) for three years following the consummation of the Merger, at least seventy-five percent (75%) of the Board must not be “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 Act) of the Adviser, and (2) during the two years after the Merger, an “unfair burden” must not be imposed on the investment company as a result of the sale of such interest. In order to satisfy the conditions of Section 15(f) of the 1940 Act in connection with the Merger, Deborah Gero has been selected and nominated for election to the Board by the Company’sNon-Interested Directors for a three-year term expiring at the 2022 Annual Meeting of Stockholders of the Company, with such election being subject to the Closing. If the Merger is not completed, Deborah Gero will not be elected to the Board.

Overview of the New Investment Advisory Agreement

A copy of the form of the New Investment Advisory Agreement for the Company is attached to this proxy statement asAttachment B. The following description of the material terms of the New Investment Advisory Agreement is only a summary and is qualified in its entirety by reference toAttachment B. A copy of the form of the New Investment Advisory Agreement marked to show changes from the Current Investment Advisory Agreement is attached to this proxy statement asAttachment C.

Management Services

The Adviser is registered as an investment adviser under the Advisers Act. If the New Investment Advisory Agreement is approved by the stockholders of the Company, upon the Closing and subject to the overall supervision of the Board, the Adviser will continue to manage theday-to-day operations of the Company and provide the Company with investment advisory services. Under the proposed terms of the New Investment Advisory Agreement, the Adviser will continue to:

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The Adviser’s services under the New Investment Advisory Agreement will not be exclusive and the Adviser will generally be free to furnish similar services to other entities so long as its services to us are not impaired.

Advisory Fees

There is no proposed change in the fees payable by the Company to the Adviser for investment advisory services under the New Investment Advisory Agreement. If approved by stockholders at the Annual Meeting, the Company will continue to pay the Adviser the same Management Fee and Incentive Fee payable under the Current Investment Advisory Agreement.

For a description of the Management Fee and the Incentive Fee payable by the Company to the Adviser under the Current Investment Advisory Agreement, see “Proposal 1: Election of Directors—Transactions with Related Persons”, beginning on page 18 of this proxy statement.

Duration and Termination

If the Company’s stockholders approve the New Investment Advisory Agreement, unless earlier terminated as described below, the New Investment Advisory Agreement will become effective at Closing and remain in effect for two years from the date of its execution and thereafter fromyear-to-year if approved at least annually by (a) the vote of the Board or a majority of the outstanding voting securities of the Company and (b) the vote of a majority of theNon-Interested Directors. The New Investment Advisory Agreement will automatically terminate in the event of its “assignment” as such term is defined under the 1940 Act. The New Investment Advisory Agreement may be terminated by either party without penalty, upon 60 days’ written notice to the other party, by the vote of a majority of the outstanding voting securities of the Company, or by the vote of the Company’s directors or by the Adviser.

Indemnification

The New Investment Advisory Agreement, like the Current Investment Advisory Agreement, provides that, absent willful misfeasance, bad faith or gross negligence in the performance of their respective duties or by reason of the reckless disregard of their respective duties and obligations, the Adviser and its officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons and any other person or entity affiliated with it are entitled to indemnification from the Company for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising out of or otherwise based on the performance of any of the Adviser’s duties or obligations under the New Investment Advisory Agreement or otherwise as the Company’s investment adviser.

Administrative Services

If the New Investment Advisory Agreement is approved by the Company’s stockholders and becomes effective, Oaktree Administrator will continue to provide administrative services to the Company necessary for the operations of the Company under the New Administration Agreement, which include providing office facilities, equipment, clerical, bookkeeping and record keeping services at such facilities and such other services as Oaktree Administrator, subject to review by the Board, shall from time to time deem to be necessary or useful to perform its obligations under the New Administration Agreement. Oaktree Administrator may also, on behalf of the Company and subject to review by the Board, conduct relations and negotiate agreements with custodians, trustees, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. Oaktree Administrator will continue to provide, on the Company’s behalf, significant managerial assistance to those portfolio companies to which the Company offers and thereafter provides such assistance. In addition, Oaktree Administrator will assist the

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Company in determining and publishing the Company’s net asset value and net asset value per share, overseeing the preparation and filing of the Company’s tax returns, and generally overseeing the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others.

Information about Executive Officers and Leadership

Upon the Closing, both Brookfield and Oaktree will continue to operate their respective businesses independently, with each remaining under its current brand and led by its existing management and investment teams. Howard Marks will continue asCo-Chairman of Oaktree, Bruce Karsh asCo-Chairman and Chief Investment Officer, and Jay Wintrob as Chief Executive Officer. Howard Marks and Bruce Karsh will continue to have operating control of Oaktree as an independent entity for the foreseeable future. In addition, Howard Marks will join Brookfield’s board of directors. There are no anticipated changes to fund-level governance, investment committees or investment teams.

Interim Investment Advisory Agreement

In the event the Company’s stockholders have not approved the New Investment Advisory Agreement prior to the Closing and the Company believes that an “assignment” of the Current Investment Advisory Agreement has occurred as such term is defined under the 1940 Act, the Adviser will continue to advise the Company under an interim investment advisory agreement between the Company and the Adviser (the “Interim Investment Advisory Agreement”). At the Company’s May 9, 2019in-person meeting, the Board, including each of theNon-Interested Directors, unanimously approved the Interim Investment Advisory Agreement for the Company in order to assure continuity of investment advisory services to the Company.

The terms of the Interim Investment Advisory Agreement are substantially identical to those of the Current Investment Advisory Agreement and New Investment Advisory Agreement, except for the duration, termination and escrow provisions described below. In light of the foregoing, the Board, including each of theNon-Interested Directors, unanimously determined that the scope and quality of services to be provided to the Company under the Interim Investment Advisory Agreement are at least equivalent to the scope and quality of services provided under the Current Investment Advisory Agreement. The Board also considered the factors discussed below under “—Board Approval of the New Investment Advisory Agreement” as applied to the Interim Investment Advisory Agreement. The Interim Investment Advisory Agreement will continue in effect for a term ending on the earlier of 150 days from the Closing (the“150-day period”) or when the Company’s stockholders approve the New Investment Advisory Agreement. Pursuant to Rule15a-4 under the 1940 Act, compensation earned by the Adviser under the Interim Investment Advisory Agreement will be held in an interest-bearing escrow account. If the Company’s stockholders approve the New Investment Advisory Agreement prior to the end of the150-day period, the amount held in the escrow account under the Interim Investment Advisory Agreement will be paid to the Adviser. If the Company’s stockholders do not approve the New Investment Advisory Agreement prior to the end of the150-day period, the Board will take such action as it deems to be in the best interests of the Company, and the Adviser will be paid the lesser of its costs incurred in performing its services under the Interim Investment Advisory Agreement or the total amount in the escrow account, plus interest earned. The Interim Investment Advisory Agreement may be terminated by the Company on ten days’ written notice to the Adviser.

Board Approval of the New Investment Advisory Agreement

The Board met in person with Oaktree to consider the New Investment Advisory Agreement on May 9, 2019. At thein-person meeting of the Board held on May 9, 2019, the Board, including each of theNon-Interested Directors, unanimously approved the New Investment Advisory Agreement. TheNon-Interested Directors met separately with counsel to the Company in connection with their review of the New Investment Advisory Agreement and the Merger. In reaching its decision to approve the New Investment Advisory Agreement, the Board, including each of theNon-Interested Directors, reviewed a significant amount of information, which had been furnished by Oaktree at the request of counsel to the Company, on behalf of the

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Directors. In reaching a decision to approve the New Investment Advisory Agreement, the Board considered, among other things:

The Board also noted that the New Investment Advisory Agreement would retain the existing fee structure under the Current Investment Advisory Agreement and that no terms would change in the New Investment Advisory Agreement other than the date and related updating.

Nature, Extent and Quality of Services to be Provided

The Board considered the Adviser’s specific responsibilities in all aspects ofday-to-day investment management of the Company, noting that the services to be provided under the New Investment Advisory Agreement are identical to those services provided by the Adviser under the Current Investment Advisory Agreement. The Board also noted Oaktree’s representations that the consummation of the Merger is not expected to have any impact on Oaktree’sday-to-day operations or the services it provides to the Company.

In considering the nature, extent and quality of the investment management services to be provided by the Adviser, the Board noted that it had previously reviewed the written responses of the Adviser to inquiries from counsel to the Company on behalf of the Directors, which included, among other things, information about the background and experience of its management and investment professionals.

The Board noted that Oaktree is a global alternative asset manager with more than $119 billion of assets under management as of December 31, 2018, including more than $66 billion invested in credit-oriented investment strategies. The Board further discussed the scale of Oaktree’s operations, noting that as of December 31, 2018 Oaktree had more than 300 investment professionals and offices located in 18 cities across 13 countries. The Board also noted Oaktree’s20-plus years of experience in managing credit strategies, and its general client base, including 73 of the 100 largest pension funds, 38 state retirement plans in the U.S., more than 400 corporations, over 340 university, charitable and other endowments and foundations, over 15 sovereign wealth funds and over 350 othernon-U.S. institutional investors. The Board noted that the investment teams of Oaktree would not be combined with Brookfield as a result of the Merger, and that there were no expected plans to alter the composition of the Oaktree investment team as a result of the Merger.

The Board also noted that, since 2005, Oaktree’s credit strategies have invested approximately $12 billion across 250 directly originated loans. The Board discussed the Oaktree Strategic Credit team’s significant experience in private credit and direct lending. The Board discussed Oaktree’s approach to direct lending, including the focus on proprietary opportunities, high quality portfolio companies and a rigorous approach to due diligence and structuring, as well as the investment process followed by Oaktree’s Strategic Credit team. The Board also discussed the experience of the key personnel of Oaktree, including the individuals who serve as

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executive officers for the Company. The Board noted that Oaktree’s Strategic Credit team consists of 24 investment professionals, led by Edgar Lee, with more than 250 years of combined investment experience. The Board also observed that Oaktree’s Strategic Credit team has access to nearly 300 other investment professionals across Oaktree, and approximately 700 operational support professionals. The Board further discussed the experience and credentials of Oaktree’s Strategic Credit team, noting the diverse array of backgrounds among team members, including former investment bankers, corporate/restructuring/finance lawyers, a doctor, private equity investors and management consultants. The Board also noted Oaktree’s robust legal and compliance platform and dedicated resources within Oaktree’s Strategic Credit team, and that the legal and compliance platform and resources were not contemplated to be combined with Brookfield as a result of the Merger.

The Board also considered other investment management services provided by the Adviser to the Company, such as the provision of managerial assistance, monitoring adherence to the Company’s investment restrictions and monitoring compliance with various Company policies and procedures and with applicable securities laws and regulations. The Board discussed the Adviser’s cyber security programs and those of its service providers. Based on the factors above, as well as those discussed below, the Board concluded that it was satisfied with the nature, extent and quality of the services provided to the Company by the Adviser, which would continue under the New Investment Advisory Agreement.

Investment Performance of the Adviser

The Board discussed the investment performance of the Company compared to a peer group of comparable BDCs. The Board noted that, although the Company’s approximately 4.0% return on equity for the quarter-ended December 31, 2018 was below the 8.6% median of the Company’s peer group, the Company has the opportunity to increase return on equity for the Company’s stockholders as the Company continues to deploy capital and expand its investment portfolio. The Board also observed that since inception through December 31, 2018, the Company’s net asset value per share has declined modestly to $19.57 from $20.00 (or by 2.2%) despite the Company’s peer group suffering a median decline in net asset value per share of 2.8% for the 6 months-ended December 31, 2018.

The Board noted that because the Company does not have an extensive operating history, its evaluation of the quality of advisory services and investment results should not be based entirely on services provided to, and results of, the Company, and that it must rely instead on its knowledge of the Adviser and the Adviser’s affiliates generally, including the information provided by the Adviser regarding the historical performance of other BDCs managed by the Adviser with comparable investment objectives.

Comparison of the Management Fee, Incentive Fee and Expense Ratio to Other BDCs

The Board reviewed and considered comparative data with respect to the expense ratios and the amount and structure of the expenses paid by the Company’s peer group. The Board noted that the current fee structure under the Current Investment Advisory Agreement would remain in place, with the Management Fee of 1.00% per annum being below the 1.5% median of base management fees charged by the Company’s peer group.

The Board then noted that the 20.0% rate on both components of the Incentive Fee under the Current Investment Advisory Agreement would remain in place under the New Investment Advisory Agreement and would be slightly higher than the 17.5% median of incentive fees charged by the Company’s peer group.

The Board also noted that the Hurdle Rate of 6.00% is slightly lower than the 7.00% median for the Company’s peer group and would remain unchanged from the Current Investment Advisory Agreement. Noting that the broader middle market has experienced yield compression, the Board is of the view that the Hurdle Rate remains appropriate for the current low interest rate environment and that it may allow for a more stable net asset value for the Company and return on equity for the Company’s stockholders over the long-term.

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The Board also noted the current fee structures for the Adviser’s other accounts and funds with strategies that most closely resemble the Company’s present investment strategy. The Board noted that the Adviser manages two publicly-traded BDCs, OCSL and OCSI, which follow a similar strategy to the Company and have similar fee structures. The Board also noted that the Adviser also manages a private, levered fund, with a substantially similar strategy to the Company and which has an identical fee structure as the Company. The Board took into account the various factors that contributed to the differences in fees charged to the Adviser’s clients, including the extensive regulatory overlay associated with the Company that may not apply to other clients. The Board also noted that the current fee structure is competitive with those of other top managers.

The Board also noted that for the quarter-ended December 31, 2018, the Company’s totalnon-interest expenses are consistent with the peer group at approximately 2.7% of total assets. The Board noted that as the Company continues to grow, it expects that expenses will continue to decline from the current 2.1% annualized rate as fixed operating expenses become lower as a percentage of assets.

The Board discussed the New Administration Agreement, noting that the terms of the Current Administration Agreement would remain in place under the New Administration Agreement. The Board noted that an affiliate of the Adviser was entitled to be reimbursed for the Company’s allocable portion of overhead and other expenses incurred by Oaktree Administrator in providing services to the Company, including the allocable portion of the rent of the Company’s principal executive office and the costs of compensation and related expenses of the chief financial officer, chief compliance officer, their staffs and othernon-investment personnel who perform duties for the Company. The Board noted that Oaktree Administrator was reimbursed at cost, with no profit, for such expenses and that Oaktree had a robust infrastructure to allocate expenses to clients, including the Company.

Based on the information reviewed and the considerations detailed above, the Board, including each of theNon-Interested Directors, concluded that the fee and expense structure is fair and reasonable in relation to the services provided by the Adviser, which would continue under the New Investment Advisory Agreement.

Profitability of the Investment Advisory Agreement to the Adviser

The Board considered the profitability of the Adviser’s relationship with the Company. The Board discussed the Adviser’s expenses related to fulfilling its obligations pursuant to the Current Investment Advisory Agreement and noted that such expenses were not expected to change under the New Investment Advisory Agreement. The Board determined that the Adviser’s profitability with respect to the Company was reasonable in relation to the services provided.

Economies of Scale

The Board considered whether the Adviser had experienced economies of scale in connection with its management of the Company, and whether it was likely to experience economies of scale in the future. The Board noted that the Adviser had experienced modest economies of scale related to sharing certain fixed costs across a larger asset base within the Strategic Credit team, but that such economies of scale were not material and were not expected to increase in the future. The Board noted that the fee structure under the New Investment Advisory Agreement would be the same as under the Current Investment Advisory Agreement, and that the Company would have the opportunity to receive updates in the future regarding any economies of scale realized by the Adviser from its management of the Company.

The Merger

The Board also received substantial information about Brookfield, including information about its business and resources. The Board was satisfied that the Merger would not result in any adverse consequences for the Company. In that regard, the Board noted representations from Oaktree and Brookfield that the consummation of the Merger was not expected to result in any changes to the services the Adviser provides to the Company, or the personnel providing those services.

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Conclusion

No single factor was determinative of the decision of the Board, including each of theNon-Interested Directors, to approve the New Investment Advisory Agreement and individual directors may have weighed certain factors differently. Throughout the process, theNon-Interested Directors were advised by counsel to the Company. Following this process, the Board, including each of theNon-Interested Directors, unanimously voted to approve the New Investment Advisory Agreement and to recommend its submission to stockholders for their approval.

Required Vote

The affirmative vote of a “majority of the outstanding voting securities” of the Company is required to approve the New Investment Advisory Agreement. Under the 1940 Act, a “majority of the outstanding voting securities” means the affirmative vote of the lesser of (a) 67% or more of the shares of the Company present or represented by proxy at the Annual Meeting if the holders of more than 50% of the outstanding shares are present or represented by proxy at the Annual Meeting or (b) more than 50% of the outstanding shares of the Company. Abstentions and brokernon-votes, if any, will have the effect of a vote “AGAINST” this proposal.

THE BOARD, INCLUDING EACH OF THENON-INTERESTED DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE NEW INVESTMENT ADVISORY AGREEMENT.

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OTHER MATTERS

Stockholder Proposals

Any stockholder proposals submitted pursuant to the SEC’s Rule14a-8 for inclusion in the Company’s proxy statement and form of proxy for the 2020 annual meeting of stockholders must be received by the Company on or before September 27, 2019.February 8, 2020. Such proposals must also comply with the requirements as to form and substance established by the SEC if such proposals are to be included in the proxy statement and form of proxy. Any such proposal should be mailed to: Oaktree Strategic Income II, Inc., 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071, Attention: Secretary.

Stockholder proposals or director nominations for the Company to be presented at the 2020 annual meeting of stockholders, other than stockholder proposals submitted pursuant to the SEC’sRule 14a-8, must be delivered to, or mailed and received at, the principal executive offices of the Company not more than 120 days and not less than 90 days prior to the first anniversary of the preceding year’s annual meeting of stockholders. For the 2020 annual meeting of stockholders, the Company must receive such proposals and nominations no earlier than November 13, 2019April 8, 2020 and no later than December 13, 2019.May 8, 2020. In the event that the date of the annual meeting of stockholders for 2020 is advanced by more than thirty (30) days, or delayed by more than seventy (70) days, from the anniversary date of the 2019 annual meeting of stockholders, notice by the stockholder to be timely must be delivered to the Company not later than the later of the close of business on the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. Proposals and nominations must also comply with the other requirements contained in the Company’s bylaws, including supporting documentation and other information and representations. The submission of a proposal does not guarantee its inclusion in the Company’s proxy statement or presentation at the meeting unless certain securities law requirements are met. The Company reserves the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements.

The Company’s Audit Committee has established guidelines and procedures regarding the receipt, retention and treatment of comments regarding financial statement disclosures, accounting, internal accounting controls or auditing matters (collectively, “Accounting Matters”). Interested parties may contact the Company’s chief compliance officer or the Chair of the Company’s Audit Committee regarding Accounting Matters in writing at the address of the Company.

Other Business

The Company’s Board does not presently intend to bring any other business before the Annual Meeting. As to any other business that may properly come before the Annual Meeting, however, proxies will be voted in respect thereof in accordance with the discretion of the proxyholders.

Whether or not you expect to participate in the virtual Annual Meeting, please follow the instructions on the enclosed proxy card to vote via the Internet or telephone, or sign, date and return the enclosed proxy card in the postage-paid envelope provided so that you may be represented at the Annual Meeting. The Annual Meeting will be a completely virtual meeting of stockholders and will be conducted exclusively by webcast. To participate in the Annual Meeting, visit www.virtualshareholdermeeting.com/osi22019 and enter the16-digit control number included on the proxy card you received or in the instructions that accompanied your proxy materials. Onlinecheck-in will begin at 10:55 a.m., Pacific Time. Please allow time for onlinecheck-in procedures. For questions regarding the virtual Annual Meeting and voting, please contact us by calling us collect at (213)830-6300, bye-mail to the Company at mgallegly@oaktreecapital.com, or by writing to Oaktree Strategic Income II, Inc., 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071, Attention: Secretary.

To carry out its purposes, the responsibilities of the Committee shall be as follows: