UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Oaktree Strategic Income II, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Oaktree Strategic Income II, Inc.

333 South Grand Avenue, 28th Floor

Los Angeles, CA 90071

Dear Stockholders:

You are cordially invited to attend the 20212022 Annual Meeting of Stockholders (the “Annual Meeting”) of Oaktree Strategic Income II, Inc. (the “Company”) to be held virtually on March 8, 2021,4, 2022, at 1:11:30 p.m.a.m., Pacific Time at the following website: www.virtualshareholdermeeting.com/osi22021.osi22022. Stockholders of record of the Company at the close of business on January 12, 20214, 2022 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Details of the business to be conducted at the Annual Meeting are given in the accompanying Notice of Annual Meeting and 20212022 proxy statement. Your vote is very important to us.

Our Board of Directors (the “Board”) unanimously recommends that you vote “FOR” the election of each of the nominees proposed by our Board and described in the accompanying proxy statement and “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, 2021.2022. You can vote for our Board’s nominees 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 the Company you own, your vote and participation are very important to us.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on March 8, 2021.4, 2022.

The proxy statement for the Annual Meeting and the Company’s Annual Report on Form 10-K for the year ended September 30, 20202021 are also available at www.proxyvote.com. Please have the control number found on your proxy card ready when you visit this website.

OAKTREE STRATEGIC INCOME II, INC.

333 South Grand Avenue, 28th Floor

Los Angeles, CA 90071

NOTICE OF VIRTUAL 20212022 ANNUAL MEETING OF STOCKHOLDERS

Online Meeting Only –— No Physical Meeting Location

www.virtualshareholdermeeting.com/osi22021osi22022

March 8, 2021, 1:4, 2022, 11:30 p.m.a.m., Pacific Time

Dear Stockholders:

The 20212022 Annual Meeting of Stockholders (the “Annual Meeting”) of Oaktree Strategic Income II, Inc., a Delaware corporation (the “Company”), will be conducted online on March 8, 2021,4, 2022, at 1:11:30 p.m.a.m., Pacific Time at the following website:

www.virtualshareholdermeeting.com/osi22021.osi22022.

At the Annual Meeting, in addition to transacting such other business as may properly come before the meeting and any adjournments and postponements thereof, the stockholders of the Company will consider and vote on the following proposals:

THE COMPANY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE COMPANY’S DIRECTOR NOMINEES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AND “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, 2021.2022.

You have the right to receive notice of, and to vote at, the Annual Meeting if you were a stockholder of record of the Company at the close of business on January 12, 2021.4, 2022.

Whether or not you plan to participate in the Annual Meeting, we encourage you to vote your shares by following the instructions on the enclosed proxy card.

We are not aware of any other business, or any other nominees for election as directors of the Company, that may properly be brought before the Annual Meeting.

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

Los Angeles, CA

January 25, 202120, 2022

To ensure proper representation at the Annual Meeting, please follow the instructions on the enclosed proxy card to vote your shares via the Internet or telephone, or by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. Even if you vote your shares prior to the Annual Meeting, you still may participate in the virtual Annual Meeting.

TABLE OF CONTENTS

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Oaktree Strategic Income II, Inc.

333 South Grand Avenue, 28th Floor

Los Angeles, CA 90071

PROXY STATEMENT

Virtual 20212022 Annual Meeting of Stockholders

General

We are furnishing you this proxy statement in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Oaktree Strategic Income II, Inc. (the “Company”, “we”, “us” or “our”) for use at the Company’s virtual 20212022 Annual Meeting of Stockholders (the “Annual Meeting”). The date of mailing of this proxy statement, the accompanying Notice of Virtual 20212022 Annual Meeting of Stockholders, proxy card and the Company’s Annual Report for the fiscal year ended September 30, 20202021 is expected to be on or about January 25, 2021.20, 2022. When we refer to the Company’s fiscal year, we mean the 12-month period ending September 30 of the stated year (for example, fiscal year 20202021 was October 1, 20192020 through September 30, 2020)2021).

We encourage you to vote your shares, by following the instructions on the enclosed proxy card and granting a proxy (i.e., authorizing someone to vote your shares). If you provide voting instructions, either via the Internet, by telephone or by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided, and the Company receives them in time for the Annual Meeting, the persons named as proxies will vote your shares in the manner that you specified.

Annual Meeting Information

The Annual Meeting will be a completely virtual meeting. There will be no physical meeting location and the meeting will only be conducted via live webcast. The virtual Annual Meeting will be held on March 8, 20214, 2022 at 1:11:30 p.m.a.m., Pacific Time. To participate in the Annual Meeting, visit www.virtualshareholdermeeting.com/osi22021osi22022 and enter the 16-digit control number included on the proxy card you received or in the instructions that accompanied your proxy materials for the Company. Online check-in will begin at 1:11:25 p.m.a.m., Pacific Time. Please allow time for online check-in procedures.

You are entitled to participate in the virtual Annual Meeting only if you are a stockholder of the Company as of the close of business on the record date for the Annual Meeting, which is January 12, 20214, 2022 (the “Record Date”), or you hold a valid proxy for the Annual Meeting.

Availability of Proxy and Annual Meeting Materials

This 20212022 proxy statement and the Annual Report on Form 10-K for the year ended September 30, 20202021 are also available at www.proxyvote.com. Please have the control number found on your proxy card ready when you visit this website.

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:

1.    To elect two directors (i) one who will each serve until the 2023 Annual Meeting of Stockholders or until her successor is duly elected and qualified and (ii) one who will serve until the 20242025 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified; and

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2.    To ratify the selection of Ernst & Young LLP (“EY”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2021.2022.

Please note that to be sure your vote is counted on the Company’s proposal to elect two directors, 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.

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

Administration, LLC (“Oaktree Administrator”), the Company’s 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 that it will pay an aggregate of approximately $5,000 plus out-of-pocket expenses for such services and you could be contacted by telephone on behalf of the Company and be urged to vote. If the Company retains a solicitor, the solicitor will not attempt to influence how you vote your shares, but will only ask that you take the time to cast a vote. The Company 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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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of January 12, 2021,4, 2022, the beneficial ownership information of each current director, including the nominee for director, of the Company, as well as the Company’s executive officers, each person known to it to beneficially own 5% or more of the outstanding shares of its common stock, and the executive officers and directors as a group. Percentage of beneficial ownership is based on 17,401,121 shares of common stock outstanding as of January 12, 2021.4, 2022.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (“SEC”) and includes voting or investment power with respect to the securities. Based upon the absence of filings with the SEC by persons reporting beneficial ownership of 5% or more of the Company’s common stock, the Company believes there are no such persons.

Unless otherwise indicated, the Company believes that each beneficial owner set forth in the table below has sole voting and investment power over the shares beneficially owned by such beneficial owner. The directors are divided into two groups — interested director and independent directors. The interested director is an “interested person” of the Company as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”). We define “Independent Directors” below under “Proposal I — Election of Directors.” The address of all executive officers and directors is c/o Oaktree Strategic Income II, Inc., 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071.

The following table sets forth, as of January 12, 2021,4, 2022, the dollar range of our equity securities that is beneficially owned by each of the current directors of the Company.

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PROPOSAL 1 — ELECTION OF DIRECTORS

The business and affairs of the Company is managed under the oversight of its Board. The Board currently consists of four members, of whom one is an “interested person” of the Company, as defined in Section 2(a)(19) of the 1940 Act. The Board may modify its number of members in accordance with the Company’s amended and restated bylaws, except that no decrease in the number of directors shall shorten the term of any incumbent director. Pursuant to Section 56 of the 1940 Act, a majority of the directors of the Board must be comprised of persons who are not “interested persons” of the Company, as defined in Section 2(a)(19) of the 1940 Act (the “Non-Interested Directors”). In addition, the Board has determined that it is appropriate that a majority of our directors meet the definition of “independent director” under the corporate governance standards of The NASDAQ Stock Market LLC (“NASDAQ”). We refer to our directors that are Non-Interested Directors and that satisfy the independent director requirements of NASDAQ as “Independent Directors”.

Under the amended and restated certificate of incorporation of the Company, directors are divided into three classes. At each annual meeting of stockholders of the Company, the successors to the director(s) whose term expires at such meeting will be elected to hold office for a term typically expiring at the annual meeting of stockholders held in the third year following the year of his or her election or until his or her successor has been duly elected and qualified or any director’s earlier resignation, death or removal.

The current term of Ms. Keller was scheduled to expire concurrent with the Company’s 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”). Despite several attempts to convene the 2020 Annual Meeting, the Company was unable to obtain a quorum for the 2020 Annual MeetingGero and as a result, the matters requiring stockholder approval at the 2020 Annual Meeting, including the election of Ms. Keller, could not be voted upon. In accordance with the Company’s amended and restated certificate of incorporation, Ms. Keller continues to serve as a director of the Company until her successor has been duly elected and qualified or her earlier resignation, death or removal.

Ms. Keller has been nominated for re-election to the Board for a term expiring at the 2023 Annual Meeting of Stockholders of the Company.

Mr. Panossian hasMosko have each been nominated for re-election to the Board for a three-year term expiring at the 20242025 Annual Meeting of Stockholders of the Company.

No person being nominated by the Company as a director is being proposed for election pursuant to any agreement or understanding between any such person and the Company.

Any stockholder of the Company can vote for or withhold on each of the director nominees. Votes to “withhold authority” and broker non-votes will not be included in determining the number of votes cast and, as a result, will have no effect on the election of a director nominee. In the absence of instructions to the contrary, it is the intention of the persons named as proxies to vote such proxy “FOR” the election of each of the nominees named above. If a nominee should decline or be unable to serve as a director, it is intended that the proxy will be voted for the election of such person nominated by the Board as a replacement. The Board has no reason to believe that any director nominee named will be unable or unwilling to serve.

The Company’s Board unanimously recommends a vote “FOR” each of the Company’s director nominees described in this proxy statement.

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Director and Executive Officer Information

Directors

Information regarding the Company’s nominees for election as directors at the Annual Meeting and the Company’s continuing directors is set forth below. We have divided the directors into two groups — Independent Directors and interested directors.

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Biographical information regarding the Company’s directors is set forth below.

Executive Officers

The following persons serve as the Company’s executive officers in the following capacities:

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 a Director since September 2019. Ms. Gero has also been a memberTrustee of OSCF since December 2021. Ms. Gero has also been a Director and Chair of the Audit Committee of OCSL and OCSI Boards since March 2019. Ms. Gero also served as a Director of OCSI from March 2019 until OCSI merged with and into OCSL on March 19, 2021. Ms. Gero has also been a Director of Newport Re Ltd. since May 2019 and The Friends of the Brentwood Art Center since September 2016. Ms. Gero has also served as a member of the Investment Committee of United Way of Greater Los Angeles since November 2020 and as a member of the Subscribers Advisory Board for United Educators Insurance since 2020. 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.

Executive Officers

Mel CarlisleChristopher McKown. Mr. CarlisleMcKown has served as the Company’s Chief Financial Officer and Treasurer of the Company since July 2018.January 2022. Mr. CarlisleMcKown has also served as Chief Financial Officer and Treasurer of OCSLOSCF since December 2021 and OCSI since October 2017as Chief Financial Officer and Treasurer of OCSL and OCSI since November 2017.2021. Mr. Carlisle has beenMcKown joined OCM in 2011 and currently serves as a Managing Director responsible for fund accounting and Headreporting for OCM’s Strategic Credit strategy. Mr. McKown previously served as the Assistant Treasurer of the Distressed Debt fund accounting team within the Closed-end Funds accounting group atCompany and OCSL, and also served as Assistant Treasurer of OCSI until OCSI merged with and into OCSL on March 19, 2021. Prior to joining OCM, since 2006. He joined OCM in 1995. Prior thereto, Mr. Carlisle was a managerMcKown worked 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.audit practice at KPMG LLP. Mr. CarlisleMcKown received a B.A. degree in business economics andwith a minor in accounting cum laude from Claremont McKenna College. Hethe University of California, Los Angeles and is a Certified Public Accountant (inactive).

Mathew Pendo. Mr. Pendo has served as the Company’s President since August 2019 and also served as the Company’s Chief Operating Officer sincefrom July 2018 andto December 2021. Since December 2021, Mr. Pendo has served as the Company’s President since August 2019.of OSCF. Mr. Pendo has also served as the Chief Operating Officer of OCSL and OCSI since October 2017 and President of OCSL and OCSI since August 2019. Mr. Pendo also served as Chief Operating Officer and President of OCSI from October 2017 and August 2019, respectively, until OCSI merged with and currently serves as Managing Director,into OCSL on March 19, 2021. Mr. Pendo is also the Head of Corporate Development and Capital Markets for OCM which he joined in 2015.and the Chief Operating Officer of the OCM-managed SPAC vehicle. Prior to joining OCM in 2015, 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 thePendo’s prior experience includes servings as 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.Award in 2013. 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 as co-head of U.S. Investment Banking and then co-head of Global Industrials group. Mr. Pendo previously served as a member of the Board of Directors of Keypath Education, Inc. and currently serves as a member of the Boards of Directors of New IPT Holdings, LLC and UCLA Technology Development Corp. He received a bachelor’s degree in economics from Princeton University, cum laude and previously served asis a former board member of Ally Financial and SuperValu Inc.

Kimberly LarinMatthew Stewart. Mr. Stewart has served as Chief Operating Officer of the Company since December 2021. Mr. Stewart has also served as the Chief Operating Officer of OCSF since December 2021. Mr. Stewart is a senior vice president and investment professional on OCM’s Strategic Credit team. Prior to joining OCM in 2017, Mr. Stewart was a vice president at Fifth Street Management. Prior thereto, he was a director at Stifel Nicolaus where he worked in the Leveraged Finance Group. Mr. Stewart began his career as a senior associate at BDO Consulting in the Business Restructuring group before moving on to serving as a vice president in the institutional fixed income business at Knight Capital Group. He received a B.B.A. in finance and a B.S. in accountancy from Villanova University. Mr. Stewart is a Certified Public Accountant (inactive) and CFA charterholder.

Ashley Pak. Ms. LarinPak has served as the Company’s Chief Compliance Officer since July 2018.November 2021. Ms. LarinPak has also served as the Chief Compliance Officer of OSCF since December 2021. Ms. Pak is a Senior Vice President at OCM and currently serves as Chief Compliance Officer of OCSL and OCSI since October 2017 and currently serves as a Managing Director and Deputy Chief Compliance Officer for OCM.OCM’s proprietary Investment Company Act platform. Prior to joining OCM in 2002,2007, Ms. LarinPak spent sixfour years at Western Asset Management CompanyAssociated Securities Corp as a compliance officer.and legal specialist. Ms. LarinPak received a B.S.B.A. degree in business administration withfrom Seattle University, graduating summa cum laude, and went on to receive an emphasis in marketingM.B.A. from Oklahoma State University.the Isenberg School of Management at UMASS Amherst.

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

Under the Company’s amended and restated 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. Armen Panossian serves as the Chairman of the Board. Mr. Panossian’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. Panossian’s relationship with Oaktree provides an effective bridge and encourages an open dialogue between Oaktree and the Board.

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 Committee comprised solely of Independent Directors and the appointment of a chief compliance officer, with whom the Independent Directors of the Company meet with in executive session at least once a year, for administering the Company’s compliance policies and procedures.

Board’s Role in Risk Oversight

Our Board performs its risk oversight function primarily through (i) its standing Audit Committee, which reports to the entire Board and is comprised solely of Independent Directors, and (ii) active monitoring by the Company’s chief compliance officer and its compliance policies and procedures.

As described below in more detail, the Audit Committee assists the Board in fulfilling its risk oversight responsibilities. The Audit Committee’s risk oversight responsibilities include overseeing the Company’s accounting and financial reporting processes, systems of internal controls regarding finance and accounting, and audit of the Company’s financial statements, as well as the establishment of guidelines and making recommendations to the Board regarding the valuation of the Company’s loans and investments.

The Board also performs its risk oversight responsibilities with the assistance of the Company’s chief compliance officer. The Board annually reviews a written report from the Company’s chief compliance officer discussing the adequacy and effectiveness of the compliance policies and procedures of the Company. The chief compliance officer’s annual report addresses: (i) the operation of the compliance policies and procedures of the Company, its investment adviser and certain other entities since the last report; (ii) any material changes to such policies and procedures since the last report; (iii) any recommendations for material changes to such policies and procedures as a result of the chief compliance officer’s annual review; and (iv) any compliance matter that has occurred since the date of the last report about which the Board would reasonably need to know to oversee compliance. In addition, the Company’s chief compliance officer meets in executive session with the Board’s Independent Directors at least once a year.

The Company believes that the role of the Board in risk oversight is effective and appropriate given the extensive regulation to which it is already subject as a BDC. As a BDC, the Company is required to comply with certain regulatory requirements that are intended to limit the levels of risk in its businesses and operations.

Pursuant to the Investment Advisory Agreement, the Company pays Oaktree a fee for investment advisory and management services consisting of two components — components—the Management Fee and the Incentive Fee (each as defined below). All investment professionals of Oaktree and certain of its affiliates who provide investment advisory services to us will be compensated by Oaktree or such affiliates, as described below.

Management Fee

Prior to (i) the listing of the Company’s common stock on a national securities exchange or (ii) an initial public offering of the Company’s common stock that results in gross proceeds to the Company of at least $50 million and a listing of the common stock on a national securities exchange (each of (i) and (ii), a “Qualified Listing”), if any, Oaktree is entitled to receive quarterly in arrears a management fee (the “Management Fee”) 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 Board (including any committee thereof). Until the 12-month anniversary of the initial closing of a private offering of the Company’s common stock, which initial closing occurred on August 6, 2018 (the “Initial Closing”), the Management Fee for each quarter was calculated based on the Company’s average Gross Asset Value at the end of each month during such calendar quarter (prior to taking into account any Incentive Fee); provided, that the Management Fee for the Company’s first calendar quarter was calculated based on the Company’s Gross Asset Value at the end of such calendar quarter (prior to taking into account any Incentive Fee). Following the 12-month anniversary of the Initial Closing, which 12-month anniversary occurred on August 6, 2019, the Management Fee for each quarter is calculated based on the Company’s average Gross Asset Value at the end of such quarter and at the end of the preceding quarter (in each case, prior to taking into account any Incentive Fee); provided, that the Management Fee for the calendar quarter in which the Company consummates a Qualified Listing will be calculated based on the Company’s Gross Asset Value at the end of such calendar quarter (prior to taking into account any Incentive Fee). For the fiscal year ended September 30, 2020,2021, base management fees were $3,689,499.$5,277,116.

The term “Gross Asset Value” means the value of the Company’s gross assets, determined on a consolidated basis in accordance with U.S. generally accepted accounting principles (“GAAP”), including portfolio investments purchased with borrowed funds and other forms of leverage, but excluding cash and cash equivalents.

The term “Unleveraged Asset Value” means the Gross Asset Value less the Company’s borrowings for investment purposes determined on a consolidated basis in accordance with GAAP.

(including the Management Fee, Company expenses and any interest expense or fees on any credit facilities or outstanding debt, but excluding the Incentive Fee). The Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount (“OID”), debt instruments with payment in kind (“PIK”) interest and zero coupon securities), accrued income that has not yet been received in cash. For the avoidance of doubt, the Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, is compared to a hurdle of 1.50% per quarter (6% annualized) (the “Hurdle Rate”). The Company pays Oaktree an Investment Income Incentive Fee each quarter as follows:

(a)    Hurdle Rate Return: No Investment Income Incentive Fee in any calendar quarter in which the Pre-Incentive Fee Net Investment Income does not exceed the Hurdle Rate;

(b)    Catch-Up: 100% of the Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Rate but is less than a 1.875% (7.5% annualized) rate of return on the value of the Company’s net assets in such calendar quarter (the “Catch-Up”), which is intended to provide Oaktree with 20% of the Pre-Incentive Fee Net Investment Income as if the Hurdle Rate did not apply, if the Pre-Incentive Fee Net Investment Income exceeds the Hurdle Rate in such calendar quarter; and

(c)    80/20 Split: 20% of the Pre-Incentive Fee Net Investment Income, if any, that exceeds a 1.875% (7.5% annualized) rate of return on the value of the Company’s net assets in such calendar quarter, so that once the Hurdle Rate is reached and the Catch-Up in (b) immediately above is achieved, 20% of the Pre-Incentive Fee Net Investment Income thereafter is allocated to Oaktree.

The foregoing calculations will be appropriately prorated for any period of less than three months and adjusted for any issuances or repurchases of Common Stock during a quarter. For the fiscal year ended September 30, 2020,2021, the Investment Income Incentive Fee was $3,955,710.$7,155,662.

Capital Gains Incentive Fee

In addition to the Investment Income Incentive Fee described above, Oaktree is entitled to receive a Capital Gains Incentive Fee (as defined below). The Capital Gains Incentive Fee is determined and payable in arrears as of the end of each calendar year. The Capital Gains Incentive Fee is equal to 20% of the realized capital gains, if any, on a cumulative basis from the date of the Initial Closing through the end of each calendar year, computed net of all realized capital losses on a cumulative basis and unrealized capital depreciation, less the aggregate amount of any previously paid Capital Gains Incentive Fee with respect to each of the investments in the Company’s portfolio, provided that the Capital Gains Incentive Fee determined as of December 31, 2018, if any, was calculated for a period of shorter than 12 calendar months to take into account any realized capital gains computed net of all realized capital losses and unrealized capital depreciation from the date of the Initial Closing through the end of 2018 (the “Capital Gains Incentive Fee,” and together with the Investment Income Incentive Fee, the “Incentive Fee”).

The 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 Oaktree.

Administration Agreement

The Company is externally administered pursuant to an administration agreement (the “Administration Agreement”) with Oaktree Administrator, an affiliate of Oaktree. Pursuant to the Administration Agreement, Oaktree Administrator furnishes the Company with office facilities (certain of which are located in buildings owned by a Brookfield affiliate), equipment and clerical, bookkeeping and recordkeeping services at such facilities. Under the 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 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 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 a sub-administration agreement (the “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 any sub-administration agreements that Oaktree Administrator enters into.

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

Review, Approval or Ratification of Transactions with Related Persons

The Independent Directors of the Company are required to review, approve or ratify any transactions with related persons (as such term is defined in Item 404 of Regulation S-K).

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 OCSIOSCF and OCSL. OCSI and OCSL havehas historically invested in debt and debt-like instruments similar to those we target for investment.investment and OCSF will likewise target similar investments. Therefore, there may be certain investment opportunities that satisfy our investment criteria and that of OCSI,OSCF, OCSL as well as privateor other investment funds and accounts advised or sub-advised by Oaktree or its affiliates. OCSIaffiliates (collectively, the “Other Oaktree Funds”). OSCF and OCSL each operate as distinct and separate entities, and any investment in the Company’s common stock will not be an investment in OCSIOSCF or OCSL. In addition, all of our executive officers serve in substantially similar capacities for OCSIOSCF 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 us and the other investment funds and accounts managed or sub-advised byOther Oaktree and its affiliates (collectively, the “Other Oaktree Funds”).Funds. To the extent an investment opportunity is appropriate for us, OCSIOSCF 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 invest alongside the Other Oaktree Funds in certain circumstances where doing so is consistent with applicable law and SEC staff interpretations. For example, we may invest alongside such Other Oaktree Funds consistent with guidance promulgated by the staff of the SEC permitting us and such Other Oaktree Funds 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, OCMDecember 15, 2020, Oaktree, the Company and certain of their affiliates received exemptive relief from the SEC to allow certain managed funds and accounts, each of whose investment adviser is OCMOaktree or an investment adviser controlling, controlled by or under common control with OCM,Oaktree, to participate in negotiated co-investment transactions, where doing so is consistent with the applicable registered fund’s or BDC’s investment objective and strategies as well as regulatory requirements and other pertinent factors, and pursuant to the conditions of the exemptive relief (the

Although Oaktree will endeavor to allocate investment opportunities in a fair and equitable manner, we and our stockholders could be adversely affected to the extent investment opportunities are allocated among us and the Other Oaktree Funds. We might not participate in each individual opportunity, but will, on an overall basis, be entitled to participate equitably with other entities managed by Oaktree and its affiliates. Oaktree seeks to treat all clients fairly and equitably such that none receive preferential treatment vis-à-vis the others over time, in a manner consistent with its fiduciary duty to each of them; however, in some instances, especially in instances of limited liquidity, the factors may not result in pro rata allocations or may result in situations where certain funds or accounts receive allocations where others do not.

Pursuant to the Investment Advisory Agreement, Oaktree’s liability is limited and we are required to indemnify Oaktree against certain liabilities. This may lead Oaktree to act in a riskier manner in performing its duties and obligations under the Investment Advisory Agreement than it would if it were acting for its own account, and creates a potential conflict of interest.

Pursuant to the Administration Agreement, Oaktree Administrator furnishes us with the facilities, including our principal executive office, and administrative services necessary to conduct our day-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 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.

Corporate Governance

Our Board of Directors

Board Composition

Our Board consists of four members. Pursuant to our amended and restated certificate of incorporation, the Board is divided into three classes, with the members of each class each serving staggered, three-year terms. The initial term of our Class III DirectorI Directors will expire at the Meeting; the term of our Class I DirectorsII Director will expire at the 20222023 annual meeting of stockholders; and the term of our Class IIIII Director if elected, will expire at the 20232024 annual meeting of stockholders.

Ms. Keller serves as a Class II Director (with a term expiring at the 2023 annual meeting of stockholders, if elected)stockholders). Mr. Panossian serves as a Class III Director (with an initiala term expiring at the Meeting)2024 annual meeting of stockholders). Each of Mr. Mosko and Ms. Gero serves as a Class I Director (with a term expiring at the 2022 annual meeting of stockholders)Annual Meeting).

Independent Directors

Pursuant to Section 56 of the 1940 Act, a majority of a BDC’s board of directors must be comprised of Non-Interested Directors. In addition, our Board has determined that it is appropriate to have a board of directors

Interested Directors

Mr. Panossian 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 held four quarterly meetings during the fiscal year ended September 30, 2020,2021, and acted on occasion by written consent. No Independent Director attended fewer than 75% of the aggregate of the total number of meetings of the Board (held during the period for which he or she has been a director) and the total number of meetings held by all committees of the Board on which he or she served (held during the period that he or she served).

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 chair 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, 28th Floor, Los Angeles, California, 90071, Attention: General Counsel and 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: General Counsel and Secretary.

“audit committee financial expert” as that term is defined under Item 407 of Regulation S-K, as promulgated under the Exchange Act. Each of Ms. Keller and Mr. Mosko meets the current independence and experience requirements of Rule 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 was attached as Attachment A to the Company’s definitive proxy statement for the fiscal year ended September 30, 2018, which the Company filed with the SEC on June 7, 2019. 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 held eight meetings during the fiscal year ended September 30, 2020.2021.

Nominating Committee

Nomination for election as a director may be made by Board or by stockholders in compliance with the procedures set forth in our amended and restated bylaws.

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

Our Board 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 considers and discusses diversity, among other factors, with a view toward the needs of our Board as a whole. The Board generally

Compensation Committee

We do not have a standing compensation committee because our executive officers do not receive any direct compensation from us. The compensation of the Independent Directors is determined solely by those Independent Directors.

Involvement in Certain Legal Proceedings

The Company may become party to certain lawsuits in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. The Company is not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against the Company.

Election of Officers

Our Board elects our officers and each of our officers serves until his or her earlier death, resignation or termination or until his or her successor is duly elected and qualified.

Compensation and Insider Participation

Compensation of Independent Directors

Each Independent Director receives the following amounts for serving as a director of the Company: (i) a $50,000 annual fee; and (ii) an annual fee of $5,000 for the Chair of our Audit Committee.

The Independent Directors review their own compensation and recommend to the Board the appropriate level of compensation. In conducting their review, the Independent Directors use such information as they deem relevant, including compensation paid to directors of other BDCs of similar size and the time and effort required of the directors in fulfilling their responsibilities to the Company. The Board then determines the compensation of the Independent Directors. This level of compensation may be adjusted from time to time.

The following table sets forth information concerning total compensation earned by or paid to each of our Independent Directors during the fiscal year ended September 30, 2020:2021:

administration of our investment portfolio are provided by investment professionals employed by the Adviser or its affiliates or by subcontractors.

No compensation is expected to be paid to directors who are interested directors.

Securities Trading Policy

The Company has adopted a Securities Trading Policy that, among other things, prohibits directors, officers and other employees from entering into a short sale transaction or transactions in puts, calls or other derivative securities, on an exchange or in any other organized market, with respect to the Company’s securities or use any other derivative transaction or instrument to take a short position in respect of the Company’s securities. The Company’s Securities Trading Policy permits share pledges in limited cases with the pre-approval of the Company’s chief compliance officer.

Required Vote

Directors are elected by a plurality of all the votes cast at the Annual Meeting in person or by proxy, provided that a quorum is present. Abstentions will not be included in determining the number of votes cast and, as a result, will have no effect on this proposal. Shares represented by broker non-votes also are not considered votes cast and thus have no effect on the proposal.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF ALLISON KELLERDEBORAH GERO AND “FOR” THE ELECTION OF ARMEN PANOSSIANSTEPHEN MOSKO

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PROPOSAL 2 — RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 20212022 FISCAL YEAR

Upon the recommendation of our Audit Committee, our Board has selected EY to serve as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending September 30, 2021.2022.

While the Audit Committee is responsible for the appointment, compensation, retention, termination and oversight of the independent auditor, we are requesting, as a matter of good corporate governance, that the stockholders ratify the appointment of EY as our independent registered public accounting firm. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether to retain EY and may retain that firm or another without re-submitting the matter to our stockholders. Even if the appointment is ratified, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year.

It is expected that a representative of EY will participate in the virtual Annual Meeting and will have an opportunity to make a statement if he or she chooses and will be available to answer questions.

Independent Auditor’s Fees

The following table presents fees for professional services rendered by EY for the fiscal years ended September 30, 20202021 and 2019.2020.

Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of the Company’s year-end financial statements and services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings.

Audit-Related Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

Tax Fees. Tax fees consist of fees billed for professional services for tax compliance. These services include assistance regarding federal, state and local tax compliance.

All Other Fees. All other fees would include fees for products and services other than the services reported above.

Aggregate Non-Audit Fees. Aggregate non-audit fees billed by EY to Oaktree and its affiliates who provide on-going services to the Company during the fiscal years ended September 30, 2021 and 2020 were $7,216,803 and 2019 were $7,347,860, and $9,011,684, respectively. The Audit Committee does not consider the provision of such services to be incompatible with maintaining EY’s independence.

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Required Vote

The affirmative vote of a majority of the votes cast at the Annual Meeting in person or by proxy is required to approve this proposal. Abstentions will not be included in determining the number of votes cast and, as a

Audit Committee Report

The following is the report of the Audit Committee with respect to the Company’s audited financial statements for the fiscal year ended September 30, 2020.2021.

As part of its oversight of the Company’s financial statements, the Company’s Audit Committee reviewed and discussed with both management and its independent registered public accounting firm the Company’s audited financial statements filed with the SEC as of and for the fiscal year ended September 30, 2020.2021. The Company’s management advised the Audit Committee that all financial statements were prepared in accordance with U.S. generally accepted accounting principles (GAAP), and reviewed significant accounting issues with the Audit Committee. The Company’s Audit Committee discussed with its independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The independent registered public accounting firm also provided to the Audit Committee the written disclosures and letter required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Company’s Audit Committee concerning independence, and the Audit Committee discussed the subject of independence with the independent registered public accounting firm.

The Company’s Audit Committee has established a pre-approval policy that describes the permitted audit, audit-related, tax and other services to be provided by its independent registered public accounting firm. Pursuant to the policies, the Company’s Audit Committee pre-approves the audit and non-audit services performed by the independent registered public accounting firm in order to assure that the provision of such services does not impair the firm’s independence.

Any requests for audit, audit-related, tax, and other services that have not received general pre-approval must be submitted to the Company’s Audit Committee for specific pre-approval, irrespective of the amount, and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings of the Audit Committee. However, the Audit Committee may delegate pre-approval authority to a subcommittee of one of its members. The member to whom such authority is delegated shall report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Company’s Audit Committee does not delegate its responsibilities to pre-approve services performed by the independent registered public accounting firm to management.

The Company’s Audit Committee has reviewed the audit and non-audit services and fees paid by the Company to its independent registered public accounting firm.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the financial statements as of and for the fiscal year ended September 30, 2020,2021, be included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020,2021, for filing with the SEC. The Audit Committee also recommended the selection of Ernst & Young LLP to serve as the independent registered public accounting firm of the Company for the fiscal year ending September 30, 2021.2022.

Audit Committee

Allison Keller, Chair

Stephen Mosko, Member

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OTHER MATTERS

Stockholder Proposals

Any stockholder proposals submitted pursuant to the SEC’s Rule 14a-8 for inclusion in the Company’s proxy statement and form of proxy for the 20222023 annual meeting of stockholders must be received by the Company on or before September 27, 2021.22, 2022. 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: General Counsel and Secretary.

Stockholder proposals or director nominations for the Company to be presented at the 20222023 annual meeting of stockholders, other than stockholder proposals submitted pursuant to the SEC’s Rule 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 20222023 annual meeting of stockholders, the Company must receive such proposals and nominations no earlier than November 8, 20214, 2022 and no later than December 8, 2021.4, 2022. In the event that the date of the annual meeting of stockholders for 20222023 is advanced by more than thirty (30) days, or delayed by more than seventy (70) days, from the anniversary date of the 20212022 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 amended and restated 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/osi22021osi22022 and enter the 16-digit control number included on the proxy card you received or in the instructions that accompanied your proxy materials. Online check-in will begin at 1:11:25 p.m.a.m., Pacific Time. Please allow time for online check-in procedures. For questions regarding the virtual Annual Meeting and voting, please contact us by calling us collect at (213) 830-6300, by e-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: General Counsel and Secretary.

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Delivery of Proxy Materials

Please note that only one copy of the proxy statement for the Annual Meeting, the 20202021 Annual Report or Notice of Annual Meeting may be delivered to two or more stockholders of record of the Company who share an

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com.

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