Washington, D.C. 20549








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Preliminary Proxy Statement


Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


Definitive Proxy Statement


Definitive Additional Materials


Soliciting Material under §240.14a-12

Oaktree Specialty Lending Corporation

(Name of Registrant as Specified In Its Charter)

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

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.





YOUR VOTE IS VERY IMPORTANT Our Board of Directors recommends that you respond to this solicitation by voting FOR the proposal described in the accompanying proxy statement. Dear Stockholder, We are pleased to invite you to participate at the Special Meeting of Stockholders of Oaktree Specialty Lending Corporation (“OCSL”), to be held virtually on March 4, 2024 at 10:30 a.m. Pacific Time (1:30 p.m. Eastern Time) at the following website: Enclosed are the proxy materials, which describe the proposal to be considered at the meeting in detail. We kindly request that you review these materials and cast your vote by proxy in advance of the meeting date to ensure that a quorum is achieved. At the meeting, you will be asked to consider and vote on a proposal to authorize OCSL, with the approval of the Board of Directors, to sell or otherwise issue shares of its common stock at a price below its then current net asset value (“NAV”) per share, provided that the number of shares issued does not exceed 25% of its then outstanding common stock. While OCSL has no immediate plans to issue any shares of its common stock below NAV, OCSL is seeking stockholder approval now in order to provide flexibility if it desires in the future to issue shares of its common stock below NAV per share, which typically must be undertaken quickly. Your vote and participation are very important to us, no matter how many or few shares in OCSL you own. If you do not vote, the effect is the same as voting against this proposal. We encourage you to review the enclosed proxy materials carefully and vote your shares using any one of the methods described below. Your prompt response will help us meet stockholder approval requirements before the meeting, thereby reducing the risk of postponement and additional solicitation costs. If you have any questions about voting, please call our proxy solicitor, Broadridge, at 1-844-557-9030. Thank you for your continued support of OCSL. Sincerely, Armen Panossian Mathew Pendo President FOUR WAYS TO VOTE ONLINE PHONE QR CODE MAIL WWW.PROXYVOTE.COM WITH A PROXY CARD WITH A SMARTPHONE VOTE PROCESSING PROXY QUESTIONS? Please have your proxy card in hand Call 1-800-690-6903 with Vote by scanning the Mark, sign and date Call 1-844-557-9030 when accessing the website. There a touch-tone phone to vote Quick Response Code or your ballot and return are easy-to-follow directions to using an automated system. “QR Code” on the Proxy it in the postage-paid help you complete the electronic Card/VIF enclosed. envelope provided. voting instruction form. SAMPLE-LTR