Commencement of operations. Distributions for annual periods determined in accordance with federal income tax regulations. Calculated by subtracting the Fund's total liabilities (not including borrowings) from the Fund's total assets and dividing by the total number of senior indebtedness units, where one unit equals $1,000 of senior indebtedness. 0001870714false 0001870714 2023-01-01 2023-12-31 0001870714ck0001870714:CommonSharesMember 2023-01-01 2023-12-31 0001870714ck0001870714:ClassDSharesMember 2023-01-01 2023-12-31 0001870714ck0001870714:ClassTSharesMember 2023-01-01 2023-12-31 0001870714 2023-12-31 0001870714ck0001870714:ClassDSharesMember 2022-12-31 0001870714ck0001870714:ClassDSharesMember 2021-12-31 0001870714ck0001870714:ClassDSharesMember 2021-10-31 0001870714ck0001870714:ClassDSharesMember 2023-12-31 0001870714ck0001870714:ClassDSharesMember 2021-11-01 2021-12-31 0001870714ck0001870714:ClassDSharesMember 2022-01-01 2022-12-31 0001870714 2022-12-31 xbrli:shares iso4217:USD iso4217:USDxbrli:shares
 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number 811-23715

 

OAKTREE DIVERSIFIED INCOME FUND INC.

(Exact name of registrant as specified in charter)

 

Brookfield Place

250 Vesey Street, 15th Floor
New York, New York 10281-1023

(Address of principal executive offices) (Zip code)

 

Brian F. Hurley, Esq.

Brookfield Public Securities Group LLC
Brookfield Place

225 Liberty Street, 35th Floor
New York, New York 10281

(Name and address of agent for service)

 

(855) 777-8001

Registrant's telephone number, including area code

 

Date of fiscal year end: December 31

 

Date of reporting period: December 31, 2023

 

 

 

 

 

Item 1. Reports to Stockholders.

 

(a)

 

 

j2439862_aa001.jpg

2023

ANNUAL REPORT

DECEMBER 31, 2023

Oaktree Diversified Income Fund Inc.

* Please see inside front cover of the report for important information regarding delivery of shareholder reports.


IN PROFILE

Oaktree Fund Advisors, LLC (the "Adviser" or "Oaktree") is an investment adviser registered with the SEC and is also an affiliate and related adviser of Oaktree Capital Management, L.P., an investment adviser registered with the SEC. Oaktree serves as the investment adviser to the Fund. Oaktree was founded in April 1995 and is a leader among global investment managers specializing in alternative investments. Oaktree manages assets across a wide range of investment strategies within four asset classes: Credit, Private Equity, Real Assets, and Listed Equities. As of December 31, 2023, Oaktree had $189 billion in assets under management. Brookfield Public Securities Group LLC ("PSG") serves as the Administrator to the Fund. PSG is an indirect wholly-owned subsidiary of Brookfield Asset Management ULC with $900 billion of assets under management as of December 31, 2023, an unlimited liability company formed under the laws of British Columbia, Canada ("BAM ULC"). Brookfield Corporation, a publicly traded company (NYSE: BN; TSX: BN), holds a 75% interest in BAM ULC, while Brookfield Asset Management Ltd., a publicly traded company (NYSE: BAM; TSX: BAMA) ("Brookfield Asset Management"), holds a 25% interest in BAM ULC. In 2019, Brookfield acquired a majority interest in Oaktree.

Oaktree Diversified Income Fund Inc. (the "Fund") is managed by Oaktree Fund Advisors, LLC. The Fund uses its website as a channel of distribution of material company information. Financial and other material information regarding the Fund is routinely posted on and accessible at https://publicsecurities.brookfield.com/products/us-interval-funds/oaktree-diversified-income-fund?id=192692

As permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund's annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund's website (https://publicsecurities.brookfield.com/en), and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically anytime by contacting your financial intermediary (such as a broker, investment adviser, bank or trust company) or, if you are a direct investor, by calling the Fund (toll-free) at 1-855-777-8001 or by sending an e-mail request to the Fund at publicsecurities.enquiries@brookfield.com.

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you may contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Fund, you may call 1-855-777-8001 or send an email request to publicsecurities.enquiries@brookfield.com to let the Fund know you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held within the fund complex if you invest directly with the Fund.


TABLE OF CONTENTS

Letter to Shareholders

  

1

  

Management Discussion of Fund Performance

  

3

  
Portfolio Characteristics  

6

  
Consolidated Schedule of Investments  

7

  
Consolidated Statement of Assets and Liabilities  

42

  
Consolidated Statement of Operations  

43

  
Consolidated Statements of Changes in Net Assets  

44

  
Consolidated Statement of Cash Flows  

45

  
Consolidated Financial Highlights  

46

  
Notes to Consolidated Financial Statements  

47

  
Report of Independent Registered Public Accounting Firm  

61

  
Tax Information  

62

  
Information Concerning Directors and Officers  

63

  
Dividend Reinvestment Plan  

66

  
Joint Notice of Privacy Policy  

67

  

This report is for shareholder information. This is not a Prospectus intended for use in the purchase or sale of Fund shares.

NOT FDIC INSURED

 

MAY LOSE VALUE

 

NOT BANK GUARANTEED

 

[THIS PAGE IS INTENTIONALLY LEFT BLANK]


LETTER TO SHAREHOLDERS

Dear Shareholders,

We are pleased to provide the Annual Report for the Oaktree Diversified Income Fund (the "Fund") for the year ended December 31, 2023.

Personal Consumption Expenditure (PCE) inflation continued to ease in the latter half of the year, and the widely anticipated recession did not materialize. As a result, global equity and credit markets delivered strong returns, but with several ups and downs in what was a volatile and eventful year. Market participants grappled with fundamental data and its implications for interest rates across developed markets, especially in the U.S. where expectations for the future path of policy rates evolved drastically.

Looking back to the first half of the year, U.S. regional banking turmoil drove speculations about a potential pause in the Federal Reserve's hiking cycle. However, the central bank maintained its hawkish stance in the face of resilient economic data. Interest rates continued their climb in the second and third quarters, with the the 10-year U.S. Treasury yield peaking in October just under 5%. Meanwhile, the ECB also hiked its deposit rate to an all-time high of 4%. In the fourth quarter, we observed evidence of easing inflation, dovish rhetoric from the Fed, and a growing consensus among investors that the U.S. economy may avoid a recession. As a result, the yield on 10-year U.S. Treasurys fell 45 bps to end the year below 4% and 1-year inflation expectations fell to the Fed's target of 2.0%. Expectations of rate cuts in 2024 also increased — the Summary of Economic Projections from the December FOMC meeting suggested 75 bps of rate cuts in 2024, while futures markets priced in double that amount on September 30, 2023. Against this backdrop, global equities surged 4.9% in December. Fixed income markets also rallied in response to lower rates and tighter credit spreads: global investment grade and high yield bonds returned 3.7% and 3.5%, respectively, outperforming shorter-duration global senior loans, which gained 1.6% at year-end. Notably, this outperformance caused high yield bonds to outperform senior loans for the full year period, a reversal in trend from the first half of the year in which higher rates fueled the performance of floating-rate assets. Overall, it was a great period to be invested in credit, which delivered equity-like returns to investors, with less than commensurate risk.

The Fund's diversified asset mix of both public and private debt provided investors with a net return of 11.76% during the period. High income was generated from the portfolio's nearly 70% allocation to floating-rate debt given interest rates remain above the ten-year average. Collateralized loan obligations (CLOs) were standout performers, especially the BBB- and BB-rated tranches we emphasized. Other structured credit also performed well, including hospitality-related single asset single borrower (SASB) commercial mortgage-backed securities (CMBS). Senior loans and high yield bonds also contributed positively, earning an attractive coupon and benefitting from spread compression both in the U.S. and Europe. Falling rates late in the period were a tailwind for high yield bonds and other fixed rate assets in the portfolio. Steady private credit performance was attributed to strength in a variety of sectors, but consumer discretionary and information technology did particularly well. The portfolio's allocation to global convertibles also benefitted from strength in equity markets during the period, helped by exposures in the U.S., Europe, and Asia. Our emerging markets exposure was modestly negative in what was a volatile period, particularly for Chinese corporates.

Looking ahead to 2024, we remain optimistic about credit delivering equity-like returns. While the high yield market experienced a robust rally at the end of 2023, the asset class remains attractive due to several important factors: high expected return, quality, and convexity. The average yield-to-maturity in the asset class is near 8% — which is well above the ten-year average — and compelling compared to the roughly 5.0% offered in the investment grade bond market. Around half of the asset class is rated BB (the credit rating tier just below investment grade) and only 11% is rated CCC (the lowest tier), compared to 45% and 17%, respectively, a decade ago. This quality advantage partly reflects the increase in the average size of high yield bond issuers in the last decade. Additionally, leverage ratios in the asset class are fairly healthy compared to the pre-pandemic and long-term averages. U.S. high yield bonds also still trade at an average price of 92 cents on the dollar, and their average duration is 3.3 years, roughly half the average duration of investment grade bonds. Thus, high yield bonds should benefit meaningfully from the pull to par in the coming years as bonds mature. Additionally, all fixed rate assets, including high yield bonds, should be better positioned than they were in recent years now that the likelihood of near-term interest rate increases has fallen sharply.

2023 Annual Report
1


LETTER TO SHAREHOLDERS (continued)

We also expect opportunities to continue to emerge as a result of weakness in the banking system. In recent years, banks have had to contend with multiple challenges, including enormous sums of hung bridge debt, weak commercial real estate books, and uncertainty surrounding potential regulatory changes. Thus, banks have often reduced their lending activities, including in the areas they previously dominated. This has created the potential for alternative lenders to gain share in new markets that are uncorrelated or only modestly correlated with traditional corporate lending deals. We believe this should keep our pipeline of private credit opportunities strong. Overall, we believe the portfolio is well-positioned with a yield-to-worst over 11%, an average price in the mid-90s, and less than one year duration. We believe the Fund's emphasis on credit quality and its diversification may help mitigate risk, positioning it to seek long-term income and capital appreciation. We believe that a focus on potential downside risk is as important today as ever, and we are positioning the portfolio so that it will do well even if shocks develop. We believe this approach will prove especially beneficial in today's uncertain environment.

In addition to performance information and additional discussion of factors impacting the Fund, this report provides the Fund's audited financial statements and schedules of investments as of December 31, 2023.

We welcome your questions and comments and encourage you to contact our Investor Relations team at 1-855-777-8001 or visit us at https://publicsecurities.brookfield.com/en for more information.

Thank you for your support.

Sincerely,

j2439862_ca002.jpg

 

j2439862_ca003.jpg

 

Brian F. Hurley

 

David W. Levi, CFA

 

President

 

Chief Executive Officer

 

Oaktree Diversified Income Fund Inc.

 

Brookfield Public Securities Group LLC

 

1​ Yield reflects yield to worst. Yield to worst is a measure of the lowest possible yield that can be received on a bond that fully operates within the terms of its contract without defaulting.

These views represent the opinions of Oaktree Fund Advisors, LLC and are not intended to predict or depict the performance of any investment. These views are primarily as of the close of business on December 31, 2023, and subject to change based on subsequent developments.

Must be preceded or accompanied by a Prospectus.

Past performance is no guarantee of future results.

Investing involves risk. Principal loss is possible. Real assets includes real estate securities, infrastructure securities and natural resources securities. Property values may fall due to increasing vacancies or declining rents resulting from unanticipated economic, legal, cultural or technological developments. Infrastructure companies may be subject to a variety of factors that may adversely affect their business, including high interest costs, high leverage, regulation costs, economic slowdown, surplus capacity, increased competition, lack of fuel availability and energy conservation policies. Natural resources securities may be affected by numerous factors, including events occurring in nature, inflationary pressures and international politics.

Quasar Distributors, LLC is the distributor of Oaktree Diversified Income Fund Inc.


2


OAKTREE DIVERSIFIED INCOME FUND INC.

MANAGEMENT DISCUSSION OF FUND PERFORMANCE

The Oaktree Diversified Income Fund (the "Fund") Class D shares returned 11.76% for the year ended December 31, 2023 (net of fees). The Fund generated high income from its nearly 70% allocation to floating-rate debt given higher interest rates. Collateralized loan obligations (CLOs) were standout performers, especially the BBB- and BB-rated tranches we emphasized. Other structured credit also performed well, including hospitality-related single asset single borrower (SASB) commercial mortgage-backed securities (CMBS). Senior loans and high yield bonds also contributed positively, earning an attractive coupon and benefitting from spread compression both in the U.S. and Europe. Falling rates late in the year were also a tailwind for high yield bonds and other fixed-rate assets in the portfolio. Steady private credit performance was attributed to strength in a variety of sectors, but consumer discretionary and information technology did particularly well. The portfolio's allocation to global convertibles also benefitted from strength in equity markets during the period, helped by exposures in the U.S., Europe, and Asia. Our emerging markets exposure was modestly negative in what was a volatile period, particularly for Chinese corporates.

The Fund's largest sector allocations at the end of 2023 were software (8.5%), hotels, restaurants & leisure (5.9%), commercial services & supplies (5.4%), and healthcare providers and services (4.4%). At the end of 2023, the Fund's investments had an average yield of 11.15%1​ an average price in the mid-90s, and an effective duration of less than one year. We believe this profile reflects significant upside potential for both yield and return, balanced against the risk that interest rates could continue rising.

GLOBAL CREDIT MARKET OVERVIEW

Inflationary pressures eased in 2023, and the widely anticipated recession did not materialize. As a result, global equity and credit markets delivered strong returns, but with several ups and downs in what was a volatile and eventful year. Market participants grappled with fundamental data and its implications for interest rates across developed markets, driving volatility in bond markets as expectations on the future path of policy rates continued to evolve throughout the year. A strong rally in risk assets at the start of the year stumbled in February and March as i) evidence of persistent inflation-biased rates higher and ii) the highly publicized collapse of Silicon Valley Bank and takeover of Credit Suisse led to fears of contagion across the financial system. The regional banking turmoil also drove speculations about a potential pause in the central banks' hiking cycle, which were soon disappointed by their continued hawkish stance amid resilient economic data. Interest rates continued to climb in the second and third quarters, with the ECB hiking its deposit rate to an all-time high of 4% and the 10-year U.S. Treasury yield peaking in October just under 5%. However, evidence of decelerating inflation led the Fed to turn more dovish at the December FOMC meeting, prompting a material rally in interest rates and risk assets through the end of the year amid growing optimism among investors that a soft landing can be achieved. In all, credit markets performed well despite interest rate volatility: Global senior loans and high yield bonds gained 13.5% and 13.0%, respectively, outperforming global investment grade bonds, which returned 9.0%.

OUTLOOK

Looking ahead to 2024, we remain optimistic about credit delivering equity-like returns. We continue to look for opportunities to balance a high current income with the potential for price appreciation across credit asset classes. As we assess relative value opportunities within our core strategies, we are currently favoring high yield bonds relative to senior loans for incremental deployment. Within our alpha strategies, CLOs and private credit continue to offer some of the most attractive risk-adjusted return potential in the portfolio over the next 12 months. Overall, we believe that the Fund is well-positioned heading into the new year and that its focus on credit quality and diversification may help mitigate risk, positioning it to seek long-term income and capital appreciation. We believe that a focus on potential downside risk is as important today as ever, and we are positioning the portfolio so that it will do well even if shocks develop. We believe this approach will prove especially beneficial in today's uncertain environment.

1​ Source: Oaktree. Yield reflects yield to worst. Yield to worst is a measure of the lowest possible yield that can be received on a bond that fully operates within the terms of its contract without defaulting.

Past performance is no guarantee of future results.

2023 Annual Report
3


OAKTREE DIVERSIFIED INCOME FUND INC.

AVERAGE ANNUAL TOTAL RETURNS

As of December 31, 2023

 

1 Year

 

Since Inception*

 

Class D Shares

  

11.76

%

  

1.56

%

 

S&P/LSTA Leveraged Loan Index

  

13.11

%

  

5.72

%

 

*  Class D Shares commenced operations on November 1, 2021.

The graph below illustrates a hypothetical investment of $10,000 in the Fund from the commencement of investment operations on November 1, 2021 to December 31, 2023 compared to the S&P/LSTA Leverage Loan Index.

j2439862_ca004.jpg

The table and graphs do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

Disclosure

All returns shown in USD.

S&P/LSTA (Loans Syndications and Trading Association) Leveraged Loan Index tracks the largest leveraged-loan-to-market facilities, considering market weightings, spreads and interest payments.

An index does not reflect any fees, expenses or sales charges. It is not possible to invest directly in an index. Index performance is shown for illustrative purposes only and does not predict or depict the performance of the Fund.

The Fund's portfolio holdings are subject to change without notice. The mention of specific securities is not a recommendation or solicitation for any person to buy, sell or hold any particular security. There is no assurance that the Fund currently holds these securities. Please refer to the Schedule of Investments contained in this report for a full listing of fund holdings.

Performance data quoted represents past performance and is no guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Performance includes the reinvestment of income, dividends and capital gain distributions. To obtain performance


4


OAKTREE DIVERSIFIED INCOME FUND INC.

information current to the most recent month-end, please call 1-855-862-5873. Performance reflects management fees and other fund expenses.

An investor should consider the Fund's investment objectives, risks, charges and expenses carefully before investing.

The Fund is subject to investment risks, including the possible loss of principal invested. Investing involves risk, and principal loss is possible. The Adviser employs an active approach to allocation across multiple credit sectors, but there is no guarantee that such allocation techniques will produce the desired results. General interest rate fluctuations may have a substantial negative impact on the Fund's investments and investment opportunities, and, accordingly, may have a material adverse effect on the Fund's rate of return. The Fund may invest in foreign securities, including, but not limited to, risk related to exchange rate changes, political and economic upheaval, and relatively low market liquidity, all of which are magnified in emerging markets. The Fund intends to invest in illiquid investments which can face significant difficulties and delays associated with such transactions, and the Fund may be unable to sell other illiquid investments when it desires to do so, resulting in the Fund obtaining a lower price or being required to retain the investment. Investments in derivatives involve special risks including correlation, counterparty, liquidity, operational, accounting and tax risks. These risks, in certain cases, may be greater than the risks presented by more traditional investments.

High-yield debt securities rated below investment grade are commonly referred to as "junk bonds" and are considered speculative. Investment by the Fund in lower-rated and non-rated securities presents a greater risk of loss to principal and interest than higher-rated securities. Bank loans (including senior loans) are usually rated below investment grade, and the market for bank loans may be subject to irregular trading activity, wide bid/ask spreads, restrictions on resale, and extended trade settlement periods. The Fund's investments in senior loans may be subject to greater levels of credit risk, call risk, settlement risk and liquidity risk than funds that do not invest in such securities. The Fund may invest in distressed securities of corporate issuers that are the subject of bankruptcy proceedings or otherwise in default as to the repayment of principal and/or interest or in significant risk of being in such default which is speculative and involves significant risk. Distressed Securities frequently do not produce income while they are outstanding and may require the Fund to bear certain extraordinary expenses in order to protect and recover its investment. The Fund may invest in loans that may be "covenant-lite," generally loans that do not have financial maintenance covenants, which can cause the Fund to have fewer rights against a borrower and may have a greater risk of loss on such investments.

The Fund may invest in a variety of mortgage related and other asset-backed securities, which are subject to greater price volatility in relation to interest rate movements. Residential mortgage backed securities (RMBS) may be subject to prepayment risk, meaning that securities may be paid off more quickly than originally anticipated and the Fund will have to invest the proceeds in securities with lower yields. Commercial mortgage backed securities (CMBS) may be subject to extension risk, meaning that the value of CMBS may be adversely affected in rising interest rate environments when payments on underlying mortgages do not occur as anticipated, resulting in the extension of the security's effective maturity and the related increase in interest rate sensitivity of a longer-term instrument. Investments in collateralized loan obligations (CLOs) carry additional risks including, but not limited to: 1) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; 2) the quality of the collateral may decline in value or default; 3) the possibility that the Fund may invest in CLOs that are subordinate to other classes; and 4) the complex structure of the security may produce disputes with the issuer or unexpected investment results.

Short term performance in particular is not a good indication of the Fund's future performance and an investment should not be made based solely on returns.

These views represent the opinions of Oaktree Fund Advisors, LLC and are not intended to predict or depict the performance of any investment. These views are as of the close of business on December 31, 2023 and subject to change based on subsequent developments.

2023 Annual Report
5


OAKTREE DIVERSIFIED INCOME FUND INC.

Portfolio Characteristics (Unaudited)

December 31, 2023

ASSETS BY SECTOR1

 

Corporate Credit

   
— Senior Loans (Syndicated)  

29.7

%

 
— High Yield  

19.0

%

 
— Emerging Markets  

2.4

%

 
— Convertible Bonds  

0.6

%

 
— Investment Grade  

0.0

%

 

Total Corporate Credit

  

51.7

%

 

Structured Credit

   
— Collateralized Loan Obligations  

15.9

%

 
— Commercial Mortgage-Backed Securities  

3.9

%

 
— Residential Mortgage-Backed Securities  

2.4

%

 
— Asset-Backed Securities  

4.0

%

 

Total Structured Credit

  

26.2

%

 

Private Credit

   
— Senior Loans  

18.2

%

 
— Preferred Stock  

0.8

%

 
— Common Stock  

0.1

%

 
— Warrants  

0.0

%

 

Total Private Credit

  

19.1

%

 

Money Market Fund

  

3.0

%

 

Total

  

100.0

%

 

ASSETS BY GEOGRAPHY1

 

North America

  

82.9

%

 

Europe Ex UK

  

8.3

%

 

UK

  

4.7

%

 

Asia Ex Japan

  

2.2

%

 

South America

  

1.6

%

 

Africa

  

0.3

%

 

Total

  

100.0

%

 

1​ Percentages are based on total market value of investments.


6


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Schedule of Investments

December 31, 2023

Description

 

Country

 Principal
Amount
 

Value

 

CORPORATE CREDIT – 59.6%

 

Senior Loans (Syndicated) – 34.1%

 

Aerospace & Defense – 1.2%

 
AI Convoy Luxembourg Sarl,
First Lien Tranche B Term Loan
7.08% (3 Month EURIBOR + 3.75%), 01/18/27 (b)
 

Luxembourg

 

240,000

  

$

259,511

  
Cobham Ultra US Company Borrower LLC,
First Lien Tranche B Term Loan
9.36% (6 Month SOFR + 3.50%), 11/16/28 (b)
 

Luxembourg

 

$

738,811

   

729,944

  
Dynasty Acquisition Company, Inc.,
First Lien Tranche B2 Term Loan
9.35% (1 Month SOFR + 4.00%), 08/31/28 (b)
 

United States

  

193,022

   

193,763

  
Dynasty Acquisition Company, Inc.,
First Lien Tranche B1 Term Loan
9.35% (1 Month SOFR + 4.00%), 08/31/38 (b)
 

United States

  

450,385

   

452,113

  
Peraton Corp,
First Lien Tranche B Term Loan
9.20% (1 Month SOFR + 3.75%), 02/01/28 (b)
 

United States

  

562,928

   

565,039

  
TransDigm,
First Lien Tranche I Term Loan
8.64% (3 Month SOFR + 3.25%), 08/15/28 (b)
 

United States

  

621,867

   

625,477

  

Total Aerospace & Defense

        

2,825,847

  

Automobile Components – 0.2%

 
First Brands Group LLC,
First Lien Tranche B Term Loan
10.88% (6 Month SOFR + 5.00%), 03/24/27 (b)
 

United States

  

494,911

   

491,817

  

Automobiles – 0.2%

 
MajorDrive Holdings IV LLC,
First Lien Tranche B Term Loan
9.65% (3 Month SOFR + 4.00%), 06/01/28 (b)
 

United States

  

497,449

   

496,828

  

Beverages – 0.7%

 
Pegasus Bidco BV,
First Lien Tranche B Term Loan
8.03% (3 Month EURIBOR + 4.25%), 07/12/29 (b)
 

Netherlands

 

250,000

   

277,337

  

9.63% (3 Month SOFR + 4.25%), 04/20/29 (b)

 

Netherlands

 

$

495,000

   

496,005

  
Triton Water Holdings, Inc.,
First Lien Tranche B Term Loan
8.90% (3 Month SOFR + 3.25%), 03/31/28 (b)
 

United States

  

733,085

   

727,586

  

Total Beverages

      

1,500,928

  

Building Products – 0.1%

 
Aquiles Spain Bidco SA,
First Lien Tranche B Term Loan
8.14% (6 Month EURIBOR + 4.85%), 02/19/29 (b)
 

Spain

 

300,000

   

314,556

  

Chemicals – 1.0%

 
Ineos Enterprises Holdings II Ltd.,
First Lien Tranche B Term Loan
7.96% (3 Month EURIBOR + 4.00%), 06/23/30 (b)
 

United States

  

250,000

   

275,771

  
INEOS Finance PLC,
First Lien Tranche B Term Loan
7.85% (1 Month EURIBOR + 4.00%), 11/03/27 (b)
 

Luxembourg

  

247,403

   

273,365

  

See Notes to Consolidated Financial Statements.

2023 Annual Report
7


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Schedule of Investments (continued)

December 31, 2023

Description

 

Country

 Principal
Amount
 

Value

 

CORPORATE CREDIT (continued)

 
Ineos Quattro Holdings UK Ltd.,
First Lien Tranche B Term Loan
8.35% (1 Month EURIBOR + 4.50%), 04/03/29 (b)
 

United States

 

250,000

  

$

271,847

  
SCIH Salt Holdings, Inc.,
First Lien Tranche B Term Loan
9.44% (1 Month SOFR + 4.00%), 03/16/27 (b)
 

United States

 

$

904,007

   

906,620

  
Windsor Holdings III LLC,
First Lien Tranche B Term Loan
8.38% (1 Month EURIBOR + 4.50%), 08/01/30 (b)
 

United States

 

160,000

   

178,011

  

9.82% (1 Month SOFR + 4.50%), 08/01/30 (b)

 

United States

 

$

299,250

   

301,868

  

Total Chemicals

      

2,207,482

  

Commercial Services & Supplies – 2.7%

 
Access CIG LLC,
First Lien Term Loan
10.39% (3 Month SOFR + 5.00%), 08/15/28 (b)
 

United States

  

947,625

   

950,392

  
Allied Universal Holdco LLC,
First Lien Tranche B Term Loan
9.20% (1 Month SOFR + 3.75%), 05/12/28 (b)
 

United States

  

822,799

   

820,668

  
American Auto Auction Group LLC,
Second Lien Term Loan
14.14% (3 Month SOFR + 8.75%), 12/30/28 (b)
 

United States

  

483,000

   

451,605

  
Apleona Holding GmbH,
First Lien Tranche B Term Loan
8.65% (3 Month EURIBOR + 4.70%), 04/28/28 (b)
 

Germany

 

145,000

   

160,823

  
Atlas Luxco 4 SARL,
First Lien Tranche B Term Loan
7.62% (1 Month EURIBOR + 3.75%), 05/12/28 (b)
 

Luxembourg

  

246,843

   

265,315

  
Freshworld Holding III GMBH,
First Lien Tranche B Term Loan
7.49% (3 Month EURIBOR + 3.75%), 10/02/26 (b)
 

Germany

  

250,000

   

273,211

  
Garda World Security Corp.,
First Lien Tranche B Term Loan
9.75% (3 Month SOFR + 4.25%), 10/30/26 (b)
 

Canada

 

$

1,000,000

   

1,003,049

  
Restaurant Technologies, Inc.,
First Lien Tranche B Term Loan
9.64% (3 Month SOFR + 4.25%), 03/17/29 (b)
 

United States

  

875,282

   

869,155

  
TMS International Corp.,
First Lien Tranche B Term Loan
10.11% (1 Month SOFR + 4.75%), 03/07/30 (b)
 

United States

  

496,250

   

499,972

  
Trugreen LP,
First Lien Tranche B Term Loan
9.45% (1 Month SOFR + 4.00%), 10/29/27 (b)
 

United States

  

610,575

   

590,884

  
USIC Holdings Inc.,
First Lien Tranche B Term Loan
8.94% (3 Month SOFR + 3.50%), 05/31/28 (b)
 

United States

  

322,351

   

320,417

  

Total Commercial Services & Supplies

        

6,205,491

  

Communications Equipment – 0.6%

 
Genesys Cloud Services Holdings II LLC,
First Lien Tranche B Term Loan
9.46% (1 Month SOFR + 4.00%), 12/01/27 (b)
 

United States

  

745,532

   

749,323

  
Sorenson Communications LLC,
First Lien Tranche B Term Loan
10.96% (1 Month SOFR + 5.50%), 03/17/26 (b)
 

United States

  

619,399

   

618,111

  

Total Communications Equipment

        

1,367,434

  

See Notes to Consolidated Financial Statements.


8


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Schedule of Investments (continued)

December 31, 2023

Description

 

Country

 Principal
Amount
 

Value

 

CORPORATE CREDIT (continued)

 

Construction & Engineering – 1.1%

 
ADB Companies LLC,
First Lien Term Loan
12.00% (3 Month SOFR + 6.50%), 12/18/25 (b) (c)
 

United States

 

$

1,199,966

  

$

1,172,487

  
Artera Services LLC,
First Lien Term Loan
8.99% (3 Month SOFR + 3.50%), 03/06/25 (b)
 

United States

  

585,461

   

552,804

  
Tiger Acquisition LLC,
First Lien Tranche B Term Loan
8.70% (1 Month SOFR + 3.25%), 06/01/28 (b)
 

United States

  

736,809

   

734,584

  

Total Construction & Engineering

        

2,459,875

  

Consumer Staples Distribution & Retail – 0.1%

 
Bellis Acquisition Company PLC,
First Lien Tranche B Term Loan
6.06% (6 Month EURIBOR + 2.75%), 02/16/26 (b)
 

United Kingdom

 

250,000

   

274,855

  

Containers & Packaging – 1.1%

 
Charter Next Generation, Inc.,
First Lien Tranche B Term Loan
9.21% (1 Month SOFR + 3.75%), 12/01/27 (b)
 

United States

 

$

994,891

   

1,000,647

  
Clydesdale Acquisition Holdings, Inc.,
First Lien Tranche B Term Loan
9.62% (1 Month SOFR + 4.18%), 06/30/29 (b)
 

United States

  

474,037

   

476,703

  
Kouti BV,
First Lien Tranche B Term Loan
8.53% (3 Month EURIBOR + 4.75%), 08/31/28 (b)
 

Netherlands

 

200,000

   

221,963

  
ProAmpac LLC,
First Lien Tranche B Term Loan
9.87% (3 Month SOFR + 4.50%), 09/15/28 (b)
 

United States

 

$

913,644

   

916,499

  

Total Containers & Packaging

        

2,615,812

  

Distributors – 0.5%

 
American Tire Distributors, Inc.,
First Lien Tranche B Term Loan
11.91% (3 Month SOFR + 6.25%), 10/08/28 (b)
 

United States

  

434,222

   

365,506

  
Dealer Tire Financial LLC,
First Lien Tranche B2 Term Loan
9.85% (1 Month SOFR + 4.50%), 12/14/27 (b)
 

United States

  

654,600

   

657,670

  

Total Distributors

        

1,023,176

  

Diversified Consumer Services – 2.6%

 
AI Aqua Merger Sub, Inc.,
First Lien Tranche B Term Loan
9.07% (1 Month SOFR + 3.75%), 07/31/28 (b)
 

United States

  

495,082

   

496,078

  

9.58% (CME Term SOFR 1 Month + 4.25%), 07/31/28 (b)

 

United States

  

400,000

   

402,500

  
Houghton Mifflin Harcourt Co.,
First Lien Tranche B Term Loan
10.70% (1 Month SOFR + 5.25%), 04/04/29 (b)
 

United States

  

344,265

   

338,548

  
KUEHG Corp.,
First Lien Term Loan
10.39% (3 Month SOFR + 5.00%), 05/31/30 (b)
 

United States

  

652,365

   

656,035

  
Lakeshore Learning,
First Lien Tranche B Term Loan
8.96% (1 Month SOFR + 3.50%), 09/29/28 (b)
 

United States

  

497,462

   

497,619

  

See Notes to Consolidated Financial Statements.

2023 Annual Report
9


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Schedule of Investments (continued)

December 31, 2023

Description

 

Country

 Principal
Amount
 

Value

 

CORPORATE CREDIT (continued)

 
Renaissance Holdings Corp.,
First Lien Term Loan
10.10% (1 Month SOFR + 4.75%), 06/02/25 (b)
 

United States

 

$

498,750

  

$

501,174

  
University Support Services LLC,
First Lien Tranche B Term Loan
8.70% (1 Month SOFR + 3.25%), 09/30/28 (b)
 

Canada

  

2,725,888

   

2,729,636

  
Verisure Holding AB,
First Lien Tranche B Term Loan
6.97% (3 Month EURIBOR + 3.00%), 03/27/28 (b)
 

Sweden

 

250,000

   

274,608

  

Total Diversified Consumer Services

        

5,896,198

  

Diversified Telecommunication Services – 0.7%

 
Altice France SA,
First Lien Tranche B Term Loan
8.66% (3 Month EURIBOR + 5.00%), 10/28/27 (b)
 

Luxembourg

  

228,275

   

245,893

  
CCI Buyer, Inc.,
First Lien Tranche B Term Loan
9.39% (3 Month SOFR + 4.00%), 12/31/27 (b)
 

United States

 

$

742,366

   

741,305

  
Cincinnati Bell, Inc.,
First Lien Tranche B2 Term Loan
8.70% (CME Term SOFR 1 Month + 3.25%), 12/29/28 (b)
 

United States

  

525,000

   

521,252

  
Numericable U.S. LLC,
First Lien Tranche B14-EXT Term Loan
9.46% (3 Month EURIBOR + 5.50%), 08/17/28 (b)
 

France

 

199,000

   

197,899

  

Total Diversified Telecommunication Services

        

1,706,349

  

Electric Utilities – 0.2%

 
Lackawanna Energy Center LLC,
First Lien Tranche B2 Term Loan
10.32% (1 Month SOFR + 5.00%), 07/20/29 (b)
 

United States

 

$

409,199

   

405,449

  

Electronic Equipment Instruments & Components – 0.6%

 
LTI Holdings, Inc.,
First Lien Tranche B Term Loan
8.94% (1 Month SOFR + 3.50%), 09/06/25 (b)
 

United States

  

976,804

   

945,263

  
Sonicwall US Holdings Inc,
First Lien Term Loan
10.40% (CME Term SOFR 1 Month + 5.00%), 05/31/28 (b)
 

United States

  

500,000

   

496,250

  

Total Electronic Equipment Instruments & Components

        

1,441,513

  

Entertainment – 0.4%

 
City Football Group Ltd.,
First Lien Tranche B Term Loan
8.46% (1 Month SOFR + 3.00%), 07/21/28 (b)
 

United Kingdom

  

893,680

   

891,075

  

Financial Services – 0.3%

 
Boost Newco Borrower LLC,
First Lien Tranche B Term Loan
3.75% (CME Term SOFR 1 Month + 3.00%), 09/21/30 (b)
 

United States

  

575,000

   

578,235

  

Food Products – 0.4%

 
Froneri International Ltd.,
First Lien Tranche B Term Loan
7.70% (1 Month SOFR + 2.25%), 01/29/27 (b)
 

United States

  

429,773

   

430,762

  

See Notes to Consolidated Financial Statements.


10


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Schedule of Investments (continued)

December 31, 2023

Description

 

Country

 Principal
Amount
 

Value

 

CORPORATE CREDIT (continued)

 
Upfield USA Corp.,
First Lien Tranche B7 Term Loan
9.93% (CME Term SOFR 1 Month + 4.75%), 01/03/28 (b)
 

Netherlands

 

$

500,000

  

$

492,375

  

Total Food Products

        

923,137

  

Health Care Equipment & Supplies – 0.5%

 
Bausch + Lomb Corp.,
First Lien Tranche B Term Loan
8.76% (1 Month SOFR + 3.25%), 05/05/27 (b)
 

United States

  

895,081

   

887,812

  
Medline Borrower LP,
First Lien Tranche B Term Loan
8.46% (1 Month SOFR + 3.00%), 09/29/28 (b)
 

United States

  

240,552

   

242,036

  

Total Health Care Equipment & Supplies

        

1,129,848

  

Health Care Providers & Services – 2.4%

 
Baart Programs, Inc.,
Second Lien Tranche DD Delay Draw Term Loan
14.15% (3 Month SOFR + 8.50%), 06/11/28 (b) (c)
 

United States

  

584,156

   

514,641

  
Baart Programs, Inc.,
First Lien Tranche DD Delay Draw Term Loan
10.65% (3 Month SOFR + 5.00%), 06/11/27 (b) (c)
 

United States

  

418,690

   

403,198

  
CHG Healthcare Services, Inc.,
First Lien Term Loan
8.71% (1 Month SOFR + 3.25%), 10/31/28 (b)
 

United States

  

497,455

   

498,811

  

9.06% (3 Month SOFR + 3.75%), 09/29/28 (b)

 

United States

  

500,000

   

501,615

  
Covetrus, Inc.,
First Lien Term Loan
10.39% (3 Month SOFR + 5.00%), 09/20/29 (b)
 

United States

  

908,032

   

908,746

  
Electron Bidco, Inc.,
First Lien Term Loan
8.46% (1 Month SOFR + 3.00%), 10/31/28 (b)
 

United States

  

497,468

   

499,334

  
HomeVi SASU,
First Lien Tranche B Term Loan
7.71% (3 Month EURIBOR + 4.00%), 10/31/26 (b)
 

France

 

250,000

   

256,706

  
IVC Acquisition Ltd.,
First Lien Tranche B Term Loan
8.98% (3 Month EURIBOR + 5.00%), 11/17/28 (b)
 

United Kingdom

  

250,000

   

276,246

  
Nidda Healthcare Holding GmbH,
First Lien Tranche F Term Loan
7.31% (3 Month EURIBOR + 3.50%), 08/21/26 (b)
 

Germany

  

250,000

   

274,846

  
Schon Klinik SE, Tranche B Term Loan
4.50%, 11/27/30
 

Germany

  

115,000

   

126,954

  
Southern Veterinary Partners LLC,
First Lien Term Loan
9.46% (1 Month SOFR + 4.00%), 10/01/27 (b)
 

United States

 

$

846,408

   

844,821

  
Surgery Center Holdings, Term Loan
8.86%, 12/05/30
 

United States

  

100,000

   

100,532

  
Vetstrategy Canada Holdings Inc, Tranche B Term Loan
10.87%, 11/16/28
 

United States

  

400,000

   

402,165

  

Total Health Care Providers & Services

        

5,608,615

  

Health Care Technology – 1.2%

 
athenaHealth Group, Inc.,
First Lien Tranche B Term Loan
8.60% (1 Month SOFR + 3.25%), 02/15/29 (b)
 

United States

  

680,562

   

678,521

  

See Notes to Consolidated Financial Statements.

2023 Annual Report
11


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Schedule of Investments (continued)

December 31, 2023

Description

 

Country

 Principal
Amount
 

Value

 

CORPORATE CREDIT (continued)

 
FinThrive Software Intermediate Holdings, Inc.,
Second Lien Term Loan
12.21% (1 Month SOFR + 6.75%), 12/17/29 (b)
 

United States

 

$

2,082,000

  

$

1,255,966

  
Polaris Newco LLC,
First Lien Tranche B Term Loan
7.87% (1 Month EURIBOR + 4.00%), 06/02/28 (b)
 

United States

 

244,375

   

263,427

  

9.46% (1 Month SOFR + 4.00%), 06/02/28 (b)

 

United States

 

$

550,025

   

543,355

  

Total Health Care Technology

        

2,741,269

  

Hotels Restaurants & Leisure – 2.1%

 
Alterra Mountain Co.,
First Lien Tranche B Term Loan
8.96% (1 Month SOFR + 3.50%), 08/17/28 (b)
 

United States

  

920,663

   

923,158

  
Carnival Corp.,
First Lien Tranche B Term Loan
8.32% (1 Month SOFR + 3.00%), 08/02/27 (b)
 

United States

  

746,250

   

749,048

  
Entain Holdings Gibraltar Ltd.,
First Lien Tranche B2 Term Loan
8.99% (3 Month SOFR + 3.50%), 10/18/29 (b)
 

United Kingdom

  

263,341

   

264,164

  
Flutter Financing BV,
First Lien Tranche B Term Loan
8.90% (3 Month SOFR + 3.25%), 07/04/28 (b)
 

Ireland

  

106,557

   

107,060

  
Flynn Restaurant Group LP,
First Lien Tranche B Term Loan
9.71% (1 Month SOFR + 4.25%), 11/22/28 (b)
 

United States

  

980,000

   

986,125

  
Inspire Brands,
First Lien Tranche B Term Loan
8.45% (1 Month SOFR + 3.00%), 12/15/27 (b)
 

United States

  

497,468

   

498,888

  
Kingpin Intermediate Holdings LLC,
First Lien Tranche B Term Loan
8.85% (1 Month SOFR + 3.50%), 02/08/28 (b)
 

United States

  

223,875

   

224,155

  
Ontario Gaming GTA LP,
First Lien Tranche B Term Loan
9.64% (3 Month SOFR + 4.25%), 07/20/30 (b)
 

Canada

  

375,000

   

377,076

  
Whatabrands LLC,
First Lien Tranche B Term Loan
8.46% (1 Month SOFR + 3.00%), 08/03/28 (b)
 

United States

  

782,351

   

784,659

  

Total Hotels Restaurants & Leisure

        

4,914,333

  

Household Durables – 0.1%

 
Hunter Douglas, Inc.,
First Lien Tranche B Term Loan
8.89% (3 Month SOFR + 3.50%), 02/09/29 (b)
 

Netherlands

  

301,030

   

300,428

  

Independent Power and Renewable Electricity Producers – 1.4%

 
Eastern Power LLC,
First Lien Tranche B Term Loan
9.21% (1 Month SOFR + 3.75%), 10/02/25 (b)
 

United States

  

500,000

   

492,850

  
Generation Bridge Northeast LLC,
First Lien Tranche B Term Loan
9.60% (1 Month SOFR + 4.25%), 08/31/29 (b)
 

United States

  

489,509

   

492,060

  
Granite Generation LLC,
First Lien Tranche B Term Loan
9.21% (CME Term SOFR 1 Month + 3.75%), 11/09/26 (b)
 

United States

  

750,000

   

749,476

  

See Notes to Consolidated Financial Statements.


12


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Schedule of Investments (continued)

December 31, 2023

Description

 

Country

 Principal
Amount
 

Value

 

CORPORATE CREDIT (continued)

 
Helix Gen Funding LLC,
First Lien Tranche B Term Loan
10.10% (3 Month SOFR + 4.75%), 12/31/27 (b)
 

United States

 

$

233,149

  

$

234,141

  
Lackawanna Energy Center LLC,
First Lien Tranche C Term Loan
10.32% (1 Month SOFR + 5.00%), 07/20/29 (b)
 

United States

  

88,745

   

87,931

  
Parkway Generation LLC,
First Lien Tranche B Term Loan
10.18% (3 Month SOFR + 4.75%), 11/06/28 (b)
 

United States

  

678,277

   

653,930

  
Parkway Generation LLC,
First Lien Tranche C Term Loan
10.18% (3 Month SOFR + 4.75%), 11/06/28 (b)
 

United States

  

89,876

   

86,650

  
Talen Energy Supply LLC,
First Lien Tranche TLC-EXIT Term Loan
9.88% (3 Month SOFR + 4.50%), 04/20/30 (b)
 

United States

  

123,095

   

123,967

  
Talen Energy Supply LLC,
First Lien Tranche TLB-EXIT Term Loan
9.88% (3 Month SOFR + 4.50%), 04/20/30 (b)
 

United States

  

350,145

   

352,626

  

Total Independent Power and Renewable Electricity Producers

        

3,273,631

  

Insurance – 0.4%

 
Asurion LLC,
First Lien Tranche B10 Term Loan
9.45% (1 Month SOFR + 4.00%), 08/31/28 (b)
 

United States

  

241,389

   

240,709

  
Asurion LLC,
Second Lien Tranche B3 Term Loan
10.71% (1 Month SOFR + 5.25%), 01/31/28 (b)
 

United States

  

350,000

   

334,541

  
HUB International Ltd.,
First Lien Tranche B Term Loan
9.66% (3 Month SOFR + 4.25%), 06/08/30 (b)
 

United States

  

374,063

   

376,141

  

Total Insurance

        

951,391

  

Interactive Media & Services – 0.7%

 
Ancestry.com, Inc.,
First Lien Term Loan
9.36% (1 Month SOFR + 5.50%), 12/12/33 (b)
 

United States

  

1,637,000

   

1,612,445

  

Leisure Products – 0.4%

 
Gibson Brands, Inc.,
First Lien Tranche B Term Loan
10.66% (3 Month SOFR + 5.00%), 08/11/28 (b)
 

United States

  

392,000

   

351,493

  
Peloton Interactive,
First Lien Term Loan
12.48% (6 Month SOFR + 7.00%), 05/17/27 (b)
 

United States

  

641,740

   

646,392

  

Total Leisure Products

        

997,885

  

Life Sciences Tools & Services – 0.4%

 
Catalent Pharma Solutions,
First Lien Tranche B4 Term Loan
8.36% (1 Month SOFR + 3.00%), 02/22/28 (b)
 

United States

  

300,000

   

300,750

  
Sotera Health Holdings LLC,
First Lien Tranche B Term Loan
9.09% (1 Month SOFR + 3.75%), 12/11/26 (b)
 

United States

  

497,500

   

498,435

  

Total Life Sciences Tools & Services

        

799,185

  

See Notes to Consolidated Financial Statements.

2023 Annual Report
13


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Schedule of Investments (continued)

December 31, 2023

Description

 

Country

 Principal
Amount
 

Value

 

CORPORATE CREDIT (continued)

 

Machinery – 0.4%

 
Delachaux Group SA,
First Lien Tranche B Term Loan
8.15% (3 Month EURIBOR + 4.25%), 04/16/29 (b)
 

United States

 

239,144

  

$

264,388

  
Emerald Debt Merger Sub LLC,
First Lien Tranche B Term Loan
8.35% (1 Month SOFR + 3.00%), 04/17/30 (b)
 

United States

 

$

250,373

   

251,547

  
SPX FLOW, Inc.,
First Lien Tranche B Term Loan
9.95% (1 Month SOFR + 4.50%), 04/05/29 (b)
 

United States

  

500,000

   

502,292

  

Total Machinery

        

1,018,227

  

Media – 1.9%

 
Aragorn Parent Corp.,
First Lien Tranche B Term Loan
9.57% (CME Term SOFR 1 Month + 4.25%), 12/14/28 (b)
 

United States

  

650,111

   

650,316

  
Century DE Buyer LLC,
First Lien Term Loan
9.58% (CME Term SOFR 1 Month + 4.00%), 09/19/30 (b)
 

United States

  

350,000

   

351,531

  
Directv Financing LLC,
First Lien Term Loan
10.65% (3 Month SOFR + 5.00%), 08/02/27 (b)
 

United States

  

797,500

   

798,948

  
Gray Television, Inc.,
First Lien Tranche D Term Loan
8.46% (1 Month SOFR + 3.00%), 11/30/28 (b)
 

United States

  

497,462

   

494,781

  
McGraw-Hill Education, Inc.,
First Lien Tranche B Term Loan
10.21% (1 Month SOFR + 4.75%), 07/28/28 (b)
 

United States

  

473,096

   

473,245

  
Univision Communications, Inc.,
First Lien Tranche B Term Loan
9.59% (3 Month SOFR + 4.25%), 06/24/29 (b)
 

United States

  

494,975

   

496,955

  
Virgin Media SFA Finance Ltd.,
First Lien Tranche L Term Loan
8.47% (Daily SONIA + 3.25%), 01/15/27 (b)
 

United Kingdom

 

£

135,000

   

170,981

  
Virgin Media, Inc., Term Loan
7.33%, 10/15/31
 

United Kingdom

 

115,000

   

127,166

  
WideOpenWest Finance,
First Lien Tranche B Term Loan
8.39% (3 Month SOFR + 3.00%), 12/31/28 (b)
 

United States

 

$

746,826

   

694,029

  

Total Media

        

4,257,952

  

Metals & Mining – 0.5%

 
American Rock Salt Company LLC,
First Lien Tranche B Term Loan
9.46% (1 Month SOFR + 4.00%), 06/05/28 (b)
 

United States

  

493,671

   

468,062

  
Arsenal AIC Parent,
First Lien Tranche B Term Loan
9.85% (1 Month SOFR + 4.50%), 08/18/30 (b)
 

United States

  

299,250

   

300,933

  
Vibrantz Technologies, Inc.,
First Lien Tranche B Term Loan
9.81% (3 Month SOFR + 4.25%), 03/30/29 (b)
 

United States

  

470,050

   

451,591

  

Total Metals & Mining

        

1,220,586

  

See Notes to Consolidated Financial Statements.


14


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Schedule of Investments (continued)

December 31, 2023

Description

 

Country

 Principal
Amount
 

Value

 

CORPORATE CREDIT (continued)

 

Oil Gas & Consumable Fuels – 0.4%

 
AL NGPL Holdings LLC,
First Lien Tranche B Term Loan
8.85% (CME Term SOFR 1 Month + 3.75%), 04/14/28 (b)
 

United States

 

$

297,406

  

$

297,965

  
Freeport LNG Investments LLP,
First Lien Tranche B Term Loan
9.09% (3 Month SOFR + 3.50%), 11/17/28 (b)
 

United States

  

674,305

   

674,969

  

Total Oil Gas & Consumable Fuels

        

972,934

  

Passenger Airlines – 0.7%

 
AAdvantage Loyalty IP Ltd.,
First Lien Term Loan
10.43% (CME Term SOFR 3 Month + 4.75%), 04/20/28 (b)
 

United States

  

500,000

   

514,415

  
Air Canada,
First Lien Tranche B Term Loan
9.13% (3 Month SOFR + 3.50%), 08/11/28 (b)
 

Canada

  

541,253

   

543,577

  
Mileage Plus Holdings LLC,
First Lien Tranche B Term Loan
10.80% (3 Month SOFR + 5.25%), 07/30/27 (b)
 

United States

  

141,400

   

146,450

  
United Airlines, Inc.,
First Lien Tranche B Term Loan
9.21% (1 Month SOFR + 3.75%), 04/21/28 (b)
 

United States

  

389,940

   

391,890

  

Total Passenger Airlines

        

1,596,332

  

Pharmaceuticals – 0.4%

 
AI Sirona Luxembourg Acquisition Sarl,
First Lien Tranche B Term Loan
8.85% (3 Month EURIBOR + 5.00%), 09/29/28 (b)
 

Czech Republic

 

250,000

   

276,958

  
Curium Bidco Sarl,
First Lien Tranche B Term Loan
9.89% (3 Month SOFR + 4.50%), 07/31/29 (b)
 

Luxembourg

 

$

323,375

   

323,579

  
Pharmanovia Bidco Ltd.,
First Lien Tranche B Term Loan
7.78% (3 Month EURIBOR + 4.00%), 08/07/26 (b)
 

United Kingdom

 

250,000

   

276,462

  

Total Pharmaceuticals

        

876,999

  

Professional Services – 0.7%

 
DTI Holdco, Inc.,
First Lien Tranche B Term Loan
9.80% (3 Month SOFR + 4.75%), 04/23/29 (b)
 

United States

 

$

142,639

   

141,340

  
Element Materials Technology Group US Holdings, Inc.,
First Lien Tranche DD Delay Draw Term Loan
9.74% (3 Month SOFR + 4.25%), 09/28/29 (b)
 

United States

  

88,191

   

87,640

  
Element Materials Technology Group US Holdings, Inc.,
First Lien Tranche B Term Loan
9.74% (3 Month SOFR + 4.25%), 04/12/29 (b)
 

United States

  

191,081

   

189,887

  
Project Alpha Intermediate Holding, Inc.,
First Lien Tranche B Term Loan
10.09% (1 Month SOFR + 4.75%), 10/18/30 (b)
 

United States

  

350,000

   

352,588

  
Skopima Consilio Parent LLC,
First Lien Tranche B Term Loan
9.46% (1 Month SOFR + 4.00%), 05/31/28 (b)
 

United States

  

917,573

   

915,852

  

Total Professional Services

        

1,687,307

  

See Notes to Consolidated Financial Statements.

2023 Annual Report
15


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Schedule of Investments (continued)

December 31, 2023

Description

 

Country

 Principal
Amount
 

Value

 

CORPORATE CREDIT (continued)

 

Software – 3.4%

 
Capstone Borrower, Inc.,
First Lien Tranche B Term Loan
9.08% (3 Month SOFR + 3.75%), 06/17/30 (b)
 

United States

 

$

431,787

  

$

432,867

  
Castle US Holding Corp.,
First Lien Tranche B Term Loan
7.17% (3 Month EURIBOR + 3.75%), 01/29/27 (b)
 

United States

 

244,289

   

191,812

  

9.36% (3 Month SOFR + 4.00%), 01/29/27 (b)

 

United States

 

$

983,228

   

687,276

  
Claudius Finance Sarl,
First Lien Tranche B Incremental Term Loan
3.75% (3 Month EURIBOR + 3.75%), 07/10/28 (b)
 

Luxembourg

 

190,000

   

208,988

  
Epicor Software Corp.,
First Lien Tranche D Incremental Term Loan
9.10% (1 Month SOFR + 3.75%), 07/30/27 (b)
 

United States

 

$

500,000

   

505,000

  
eResearchTechnology, Inc.,
First Lien Tranche B Term Loan
9.96% (1 Month SOFR + 4.50%), 02/04/27 (b)
 

United States

  

893,838

   

894,047

  
I-Logic Technologies Bidco Ltd.,
First Lien Tranche B Term Loan
7.96% (3 Month EURIBOR + 4.00%), 02/16/28 (b)
 

United Kingdom

 

194,501

   

212,196

  
Instructure Holdings, Inc.,
First Lien Tranche B Term Loan
8.68% (CME Term SOFR 1 Month + 2.75%), 10/30/28 (b)
 

United States

 

$

285,000

   

286,781

  
ION Corporate Solutions Finance Sarl,
First Lien Tranche B Term Loan
7.72% (3 Month EURIBOR + 3.75%), 03/13/28 (b)
 

Luxembourg

 

250,000

   

274,723

  
ION Trading Technologies Sarl,
First Lien Tranche B Term Loan
8.22% (3 Month EURIBOR + 4.25%), 03/31/28 (b)
 

Ireland

  

250,000

   

267,017

  
McAfee Corp.,
First Lien Tranche B Term Loan
7.85% (3 Month EURIBOR + 3.75%), 02/02/29 (b)
 

United States

  

246,875

   

269,282

  

9.19% (CME Term SOFR 1 Month + 3.75%), 03/01/29 (b)

 

United States

 

$

498,734

   

498,009

  
Mitchell International, Inc.,
First Lien Tranche B Term Loan
9.40% (3 Month SOFR + 3.75%), 10/02/28 (b)
 

United States

  

558,847

   

559,411

  
Planview Parent, Inc.,
First Lien Term Loan
9.65% (3 Month SOFR + 4.00%), 12/17/27 (b)
 

United States

  

318,968

   

316,954

  
Proofpoint,
First Lien Tranche B Term Loan
8.71% (1 Month SOFR + 3.25%), 06/09/28 (b)
 

United States

  

497,462

   

498,308

  
Quartz Acquireco LLC,
First Lien Tranche B Term Loan
8.85% (1 Month SOFR + 3.50%), 06/28/30 (b)
 

United States

  

299,250

   

300,559

  
Seine Finance SARL, Tranche B Term Loan
8.50%, 11/15/30
 

France

 

135,000

   

149,732

  
TIBCO Software, Inc.,
First Lien Tranche A Term Loan
9.99% (3 Month SOFR + 4.50%), 09/29/28 (b)
 

United States

 

$

191,376

   

187,115

  
TIBCO Software, Inc.,
First Lien Tranche B Term Loan
9.99% (3 Month SOFR + 4.50%), 03/19/29 (b)
 

United States

  

466,286

   

456,641

  

See Notes to Consolidated Financial Statements.


16


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Schedule of Investments (continued)

December 31, 2023

Description

 

Country

 Principal
Amount
 

Value

 

CORPORATE CREDIT (continued)

 
UKG, Inc.,
Second Lien Term Loan
10.76% (3 Month SOFR + 5.25%), 05/03/27 (b)
 

United States

 

$

500,000

  

$

501,920

  

Total Software

      

7,698,638

  

Specialty Retail – 0.6%

 
Global Blue Acquisition BV,
First Lien Term Loan
8.96% (3 Month EURIBOR + 5.00%), 12/05/30 (b)
 

United States

 

160,000

   

176,632

  
Great Outdoors Group LLC,
First Lien Tranche B2 Term Loan
9.40% (1 Month SOFR + 3.75%), 03/31/28 (b)
 

United States

 

$

493,687

   

494,303

  
Harbor Freight Tools USA, Inc.,
First Lien Tranche B Term Loan
8.21% (1 Month SOFR + 2.75%), 10/19/27 (b)
 

United States

  

487,610

   

487,698

  
Motor Fuel Group,
First Lien Tranche B5 Term Loan
11.29% (Daily SONIA + 6.00%), 06/21/28 (b)
 

United States

 

£

250,000

   

313,235

  

Total Specialty Retail

      

1,471,868

  

Textiles Apparel & Luxury Goods – 0.1%

 
Amer Sports Holding Oy,
First Lien Tranche B Term Loan
7.65% (3 Month EURIBOR + 4.00%), 03/30/26 (b)
 

Finland

 

250,000

   

277,060

  

Transportation Infrastructure – 0.7%

 
Apple Bidco LLC,
First Lien Tranche B Term Loan
8.85% (CME Term SOFR 1 Month + 4.00%), 09/22/28 (b)
 

United States

 

$

997,500

   

1,002,178

  
Brown Group Holding LLC,
First Lien Tranche B2 Term Loan
9.13% (3 Month SOFR + 3.75%), 06/30/29 (b)
 

United States

  

497,481

   

499,486

  

Total Transportation Infrastructure

      

1,501,664

  

Total Senior Loans (Syndicated)

      

78,534,654

  

High Yield – 22.0%

 

Aerospace & Defense – 0.4%

 
Bombardier, Inc.
6.00%, 02/15/28 (d)
 

Canada

  

313,000

   

305,325

  

7.13%, 06/15/26 (d)

 

Canada

  

187,000

   

186,297

  

8.75%, 11/15/30 (d)

 

Canada

  

155,000

   

165,223

  
Spirit AeroSystems, Inc.
9.38%, 11/30/29 (d)
 

United States

  

135,000

   

147,896

  

9.75%, 11/15/30 (d)

 

United States

  

160,000

   

172,196

  

Total Aerospace & Defense

      

976,937

  

Automobile Components – 0.3%

 
Dana Financing Luxembourg Sarl
3.00%, 07/15/29
 

United States

 

200,000

   

195,668

  
IHO Verwaltungs GmbH
8.75%, 05/15/28 (e) (f) (g)
 

Germany

  

200,000

   

241,067

  
Renk AG
5.75%, 07/15/25
 

Germany

  

200,000

   

220,069

  

Total Automobile Components

      

656,804

  

See Notes to Consolidated Financial Statements.

2023 Annual Report
17


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Schedule of Investments (continued)

December 31, 2023

Description

 

Country

 Principal
Amount
 

Value

 

CORPORATE CREDIT (continued)

 

Automobiles – 0.3%

 
Ford Motor Company
3.25%, 02/12/32
 

United States

 

$

340,000

  

$

282,921

  

6.10%, 08/19/32

 

United States

  

305,000

   

307,601

  

Total Automobiles

      

590,522

  

Beverages – 0.1%

 
Primo Water Holdings, Inc.
3.88%, 10/31/28
 

Canada

 

200,000

   

213,637

  

Chemicals – 0.8%

 
INEOS Finance PLC
6.63%, 05/15/28 (e) (g)
 

Luxembourg

  

175,000

   

198,735

  
Nufarm Australia Ltd.
5.00%, 01/27/30 (d)
 

Australia

 

$

445,000

   

413,227

  
Olympus Water US Holding Corp.
4.25%, 10/01/28 (d)
 

United States

  

280,000

   

252,269

  

9.75%, 11/15/28 (d)

 

United States

  

380,000

   

403,805

  
SK Invictus Intermediate II Sarl
5.00%, 10/30/29 (d)
 

United States

  

225,000

   

195,435

  
Windsor Holdings III LLC
8.50%, 06/15/30 (d)
 

United States

  

285,000

   

298,189

  

Total Chemicals

      

1,761,660

  

Commercial Services & Supplies – 1.4%

 
Allied Universal Holdco LLC
3.63%, 06/01/28
 

United States

 

205,000

   

199,364

  

4.63%, 06/01/28 (d)

 

United States

 

$

690,000

   

628,063

  
Aramark International Finance Sarl
3.13%, 04/01/25
 

United States

 

100,000

   

110,150

  
Iron Mountain, Inc.
5.00%, 07/15/28 (d)
 

United States

 

$

435,000

   

418,342

  
LABL, Inc.
5.88%, 11/01/28, (Acquired 11/1/2021 – 11/30/2021, cost $445,921) (d) (l)
 

United States

  

445,000

   

404,016

  
Prime Security Services Borrower LLC
6.25%, 01/15/28 (d)
 

United States

  

901,000

   

896,449

  
TMS International Corp.
6.25%, 04/15/29 (d)
 

United States

  

330,000

   

272,697

  
WASH Multifamily Acquisition, Inc.
5.75%, 04/15/26 (d)
 

United States

  

430,000

   

414,265

  

Total Commercial Services & Supplies

      

3,343,346

  

Communications Equipment – 0.1%

 
CommScope Technologies LLC
6.00%, 06/15/25 (d)
 

United States

  

260,000

   

212,144

  
CommScope, Inc.
4.75%, 09/01/29 (d)
 

United States

  

75,000

   

50,426

  

6.00%, 03/01/26 (d)

 

United States

  

95,000

   

84,759

  

Total Communications Equipment

      

347,329

  

Construction & Engineering – 0.3%

 
Great Lakes Dredge & Dock Corp.
5.25%, 06/01/29 (d)
 

United States

  

340,000

   

289,422

  
Pike Corp.
5.50%, 09/01/28 (d)
 

United States

  

440,000

   

419,720

  

Total Construction & Engineering

      

709,142

  

See Notes to Consolidated Financial Statements.


18


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Schedule of Investments (continued)

December 31, 2023

Description

 

Country

 Principal
Amount
 

Value

 

CORPORATE CREDIT (continued)

 

Consumer Finance – 0.5%

 
FirstCash, Inc.
5.63%, 01/01/30 (d)
 

United States

 

$

702,000

  

$

673,235

  
Ford Motor Credit Company LLC
4.00%, 11/13/30
 

United States

  

445,000

   

399,623

  

Total Consumer Finance

      

1,072,858

  

Containers & Packaging – 0.9%

 
Ardagh Packaging Finance PLC
2.13%, 08/15/26
 

United States

 

180,000

   

177,718

  

4.13%, 08/15/26 (d)

 

United States

 

$

335,000

   

305,971

  

5.25%, 08/15/27 (d)

 

United States

  

260,000

   

202,290

  
Fiber Bidco SpA
9.96% (3 Month EURIBOR + 6.00%), 10/25/27 (b) (d)
 

Italy

 

100,000

   

112,491

  
Graham Packaging Company, Inc.
7.13%, 08/15/28 (d)
 

United States

 

$

285,000

   

256,843

  
Guala Closures SpA
7.93% (3 Month EURIBOR + 4.00%), 06/29/29 (b) (d)
 

Italy

 

250,000

   

280,432

  
Intelligent Packaging Limited Finco, Inc.
6.00%, 09/15/28 (d)
 

Canada

 

$

435,000

   

406,320

  
Silgan Holdings, Inc.
2.25%, 06/01/28
 

United States

 

200,000

   

203,829

  
Trivium Packaging Finance BV
3.75%, 08/15/26
 

Netherlands

  

100,000

   

107,254

  

Total Containers & Packaging

        

2,053,148

  

Diversified Consumer Services – 0.1%

 
Verisure Holding AB
3.88%, 07/15/26
 

Sweden

  

100,000

   

108,662

  
Verisure Midholding AB
5.25%, 02/15/29
 

Sweden

  

100,000

   

105,704

  

Total Diversified Consumer Services

      

214,366

  

Diversified Telecommunication Services – 1.3%

 
Altice Financing SA
3.00%, 01/15/28
 

Luxembourg

  

200,000

   

197,827

  
Altice France SA
3.38%, 01/15/28
 

France

  

100,000

   

87,916

  

4.13%, 01/15/29

 

France

  

100,000

   

88,561

  
Cogent Communications Group, Inc.
7.00%, 06/15/27 (d)
 

United States

 

$

340,000

   

342,018

  
Consolidated Communications, Inc.
6.50%, 10/01/28 (d)
 

United States

  

380,000

   

329,650

  
Frontier Communications Holdings LLC
5.00%, 05/01/28 (d)
 

United States

  

290,000

   

268,278

  

6.75%, 05/01/29 (d)

 

United States

  

155,000

   

138,763

  
Iliad Holding SASU
5.63%, 10/15/28
 

France

 

200,000

   

222,267

  
Iliad SA
5.38%, 02/15/29 (e) (g)
 

France

  

100,000

   

113,541

  
Level 3 Financing, Inc.
4.25%, 07/01/28 (d)
 

United States

 

$

330,000

   

163,683

  
Lorca Telecom Bondco SA
4.00%, 09/18/27
 

Spain

 

200,000

   

216,097

  

See Notes to Consolidated Financial Statements.

2023 Annual Report
19


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Schedule of Investments (continued)

December 31, 2023

Description

 

Country

 Principal
Amount
 

Value

 

CORPORATE CREDIT (continued)

 
Telecom Italia SpA
6.88%, 02/15/28 (e) (g)
 

Italy

 

100,000

  

$

117,851

  
Telefonica Europe BV
4.38% (5 Year Swap Rate EUR + 4.11%), Perpetual (b)
 

Spain

  

200,000

   

219,588

  
TMNL Holding BV
3.75%, 01/15/29
 

Netherlands

  

195,000

   

204,931

  
Ziggo Bond Company BV
3.38%, 02/28/30
 

Netherlands

  

200,000

   

187,153

  

Total Diversified Telecommunication Services

      

2,898,124

  

Electrical Equipment – 0.1%

 
APX Group, Inc.
6.75%, 02/15/27 (d)
 

United States

 

$

290,000

   

289,684

  

Energy Equipment & Services – 0.2%

 
Howard Midstream Energy Partners LLC
8.88%, 07/15/28 (d)
 

United States

  

180,000

   

189,117

  
Precision Drilling Corp.
7.13%, 01/15/26 (d)
 

Canada

  

223,000

   

223,022

  

Total Energy Equipment & Services

      

412,139

  

Entertainment – 0.1%

 
Banijay (LOV Banijay SASU)
7.00%, 05/01/29 (e) (g)
 

France

 

170,000

   

198,470

  
Pinewood Finance Company Ltd.
3.25%, 09/30/25
 

United Kingdom

 

£

100,000

   

124,243

  

Total Entertainment

      

322,713

  

Financial Services – 0.9%

 
GTCR LLC
8.50%, 01/15/31
 

Netherlands

  

150,000

   

207,306

  
Nationstar Mortgage Holdings, Inc.
5.75%, 11/15/31 (d)
 

United States

 

$

700,000

   

653,683

  

6.00%, 01/15/27 (d)

 

United States

  

140,000

   

139,094

  
NCR Atleos Escrow Corp.
9.50%, 04/01/29 (d)
 

United States

  

415,000

   

441,299

  
Worldpay
7.50%, 01/15/31 (d)
 

United States

  

530,000

   

560,407

  

Total Financial Services

      

2,001,789

  

Food Products – 0.4%

 
B&G Foods, Inc.
8.00%, 09/15/28 (d)
 

United States

  

430,000

   

452,056

  
Post Holdings, Inc.
5.63%, 01/15/28 (d)
 

United States

  

430,000

   

426,419

  

Total Food Products

      

878,475

  

Gas Utilities – 0.4%

 
CQP Holdco LP
5.50%, 06/15/31 (d)
 

United States

  

165,000

   

156,587

  

7.50%, 12/15/33 (d)

 

United States

  

515,000

   

534,332

  
Suburban Propane Partners LP
5.00%, 06/01/31 (d)
 

United States

  

220,000

   

199,777

  

Total Gas Utilities

      

890,696

  

See Notes to Consolidated Financial Statements.


20


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Schedule of Investments (continued)

December 31, 2023

Description

 

Country

 Principal
Amount
 

Value

 

CORPORATE CREDIT (continued)

 

Health Care Equipment & Supplies – 0.2%

 
Medline Borrower LP
5.25%, 10/01/29 (d)
 

United States

 

$

395,000

  

$

372,847

  

Health Care Providers & Services – 0.4%

 
Avantor Funding, Inc.
3.88%, 07/15/28
 

United States

 

100,000

   

108,383

  
Community Health Systems, Inc.
5.63%, 03/15/27 (d)
 

United States

 

$

205,000

   

190,741

  

10.88%, 01/15/32 (d)

 

United States

  

260,000

   

272,059

  
Nidda Healthcare Holding GmbH
7.50%, 08/21/26
 

Germany

 

100,000

   

113,981

  
Pediatrix Medical Group, Inc.
5.38%, 02/15/30 (d)
 

United States

 

$

295,000

   

263,093

  

Total Health Care Providers & Services

        

948,257

  

Health Care Technology – 0.1%

 
MPH Acquisition Holdings LLC
5.50%, 09/01/28 (d)
 

United States

  

160,000

   

143,449

  

Hotels Restaurants & Leisure – 1.9%

 
Accor SA
7.25% (5 Year Swap Rate EUR + 4.11%), Perpetual (b) (e) (g)
 

France

 

200,000

   

240,764

  
Bloomin' Brands, Inc.
5.13%, 04/15/29 (d)
 

United States

 

$

665,000

   

614,093

  
Brinker International, Inc.
8.25%, 07/15/30 (d)
 

United States

  

392,000

   

410,451

  
Carnival Corp.
5.75%, 03/01/27 (d)
 

United States

  

490,000

   

478,330

  

10.50%, 06/01/30 (d)

 

United States

  

80,000

   

87,562

  
Cirsa Finance International Sarl
7.88%, 07/31/28 (e) (g)
 

Spain

 

160,000

   

184,837

  

8.45% (3 Month EURIBOR + 4.50%), 07/31/28 (b) (d)

 

Spain

  

115,000

   

128,981

  
Everi Holdings, Inc.
5.00%, 07/15/29 (d)
 

United States

 

$

345,000

   

313,590

  
Fertitta Entertainment LLC
6.75%, 01/15/30 (d)
 

United States

  

160,000

   

140,664

  
Hilton Grand Vacations Borrower Escrow LLC
5.00%, 06/01/29 (d)
 

United States

  

675,000

   

623,542

  
Legends Hospitality Holding Company LLC
5.00%, 02/01/26 (d)
 

United States

  

440,000

   

439,616

  
Lottomatica S.P.A.
7.13%, 06/01/28 (e) (g)
 

Italy

 

115,000

   

134,206

  
Six Flags Entertainment Corp
7.25%, 05/15/31 (d)
 

United States

 

$

425,000

   

426,585

  
TUI Cruises GmbH
6.50%, 05/15/26
 

Germany

 

200,000

   

218,585

  

Total Hotels Restaurants & Leisure

      

4,441,806

  

Household Durables – 0.2%

 
Shea Homes LP
4.75%, 02/15/28
 

United States

 

$

345,000

   

324,729

  
Weekley Homes LLC
4.88%, 09/15/28 (d)
 

United States

  

185,000

   

172,702

  

Total Household Durables

        

497,431

  

See Notes to Consolidated Financial Statements.

2023 Annual Report
21


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Schedule of Investments (continued)

December 31, 2023

Description

 

Country

 Principal
Amount
 

Value

 

CORPORATE CREDIT (continued)

 

Independent Power and Renewable Electricity Producers – 0.4%

 
Calpine Corp.
5.13%, 03/15/28 (d)
 

United States

 

$

350,000

  

$

335,791

  
Talen Energy Supply LLC
8.63%, 06/01/30 (d)
 

United States

  

250,000

   

265,819

  
Vistra Operations Company, LLC
7.75%, 10/15/31 (d)
 

United States

  

315,000

   

327,392

  

Total Independent Power and Renewable Electricity Producers

      

929,002

  

Insurance – 0.2%

 
AssuredPartners, Inc.
5.63%, 01/15/29 (d)
 

United States

  

250,000

   

233,664

  
HUB International Ltd.
5.63%, 12/01/29 (d)
 

United States

  

120,000

   

114,628

  

7.00%, 05/01/26 (d)

 

United States

  

190,000

   

190,955

  

Total Insurance

      

539,247

  

Interactive Media & Services – 0.1%

 
QVC, Inc.
4.85%, 04/01/24
 

United States

  

310,000

   

307,137

  

IT Services – 0.2%

 
Ahead DB Holdings LLC
6.63%, 05/01/28 (d)
 

United States

  

340,000

   

296,567

  
Engineering – Ingegneria Informatica – SpA
5.88%, 09/30/26
 

Italy

 

200,000

   

216,946

  

Total IT Services

      

513,513

  

Machinery – 0.8%

 
ProFrac Holdings II LLC
12.60% (CME Term SOFR 3 Month + 7.25%), 01/23/29 (b) (c) (d)
 

United States

 

$

1,316,000

   

1,302,840

  
SPX FLOW, Inc.
8.75%, 04/01/30 (d)
 

United States

  

453,000

   

453,521

  

Total Machinery

      

1,756,361

  

Media – 2.1%

 
AMC Networks, Inc.
4.25%, 02/15/29
 

United States

  

435,000

   

332,343

  
America Movil BV
0.00%, 03/02/24
 

Mexico

 

100,000

   

110,937

  
Cablevision Lightpath LLC
5.63%, 09/15/28 (d)
 

United States

 

$

415,000

   

327,506

  
CCO Holdings LLC
4.25%, 01/15/34 (d)
 

United States

  

355,000

   

288,958

  

4.50%, 06/01/33 (d)

 

United States

  

494,000

   

418,634

  

4.75%, 03/01/30 (d)

 

United States

  

190,000

   

173,888

  

6.38%, 09/01/29 (d)

 

United States

  

140,000

   

138,249

  
CSC Holdings LLC
4.13%, 12/01/30 (d)
 

United States

  

435,000

   

331,435

  
Directv Financing LLC
5.88%, 08/15/27 (d)
 

United States

  

920,000

   

865,165

  
DISH DBS Corp.
5.25%, 12/01/26 (d)
 

United States

  

195,000

   

167,432

  

5.75%, 12/01/28 (d)

 

United States

  

25,000

   

19,987

  

See Notes to Consolidated Financial Statements.


22


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Schedule of Investments (continued)

December 31, 2023

Description

 

Country

 Principal
Amount
 

Value

 

CORPORATE CREDIT (continued)

 
Gray Television, Inc.
4.75%, 10/15/30 (d)
 

United States

 

$

160,000

  

$

120,626

  
Scripps Escrow II, Inc.
5.38%, 01/15/31 (d)
 

United States

  

130,000

   

95,557

  
Sirius XM Radio, Inc.
3.88%, 09/01/31 (d)
 

United States

  

630,000

   

539,741

  

5.50%, 07/01/29 (d)

 

United States

  

214,000

   

207,134

  
Telenet Finance Luxembourg Notes Sarl
5.50%, 03/01/28 (d)
 

Belgium

  

200,000

   

187,920

  
Virgin Media Secured Finance PLC
4.50%, 08/15/30 (d)
 

United Kingdom

  

305,000

   

271,941

  

5.25%, 05/15/29

 

United Kingdom

 

£

100,000

   

118,935

  
Virgin Media Vendor Financing Notes III DAC
4.88%, 07/15/28
 

United Kingdom

  

100,000

   

117,673

  

Total Media

      

4,834,061

  

Metals & Mining – 0.4%

 
Constellium SE
5.63%, 06/15/28 (d)
 

United States

 

$

260,000

   

254,043

  
Mineral Resources Ltd.
8.50%, 05/01/30 (d)
 

Australia

  

300,000

   

313,122

  

9.25%, 10/01/28 (d)

 

Australia

  

380,000

   

404,708

  

Total Metals & Mining

      

971,873

  

Mortgage Real Estate Investment Trusts – 0.3%

 
HAT Holdings I LLC
3.38%, 06/15/26 (d)
 

United States

  

415,000

   

390,305

  

3.75%, 09/15/30 (d)

 

United States

  

150,000

   

126,524

  

8.00%, 06/15/27 (d)

 

United States

  

155,000

   

161,602

  

Total Mortgage Real Estate Investment Trusts

      

678,431

  

Oil Gas & Consumable Fuels – 0.8%

 
CITGO Petroleum Corp.
7.00%, 06/15/25 (d)
 

United States

  

360,000

   

359,722

  
Civitas Resources, Inc.
8.63%, 11/01/30 (d)
 

United States

  

200,000

   

212,313

  
CVR Energy, Inc.
5.25%, 02/15/25 (d)
 

United States

  

305,000

   

304,706

  
Venture Global LNG, Inc.
8.13%, 06/01/28 (d)
 

United States

  

255,000

   

257,756

  

8.38%, 06/01/31 (d)

 

United States

  

260,000

   

260,257

  

9.50%, 02/01/29 (d)

 

United States

  

335,000

   

354,695

  

Total Oil Gas & Consumable Fuels

      

1,749,449

  

Other – 1.0%

 
Nidda BondCo GmbH
7.25%, 09/30/25
 

Germany

 

71,616

   

79,063

  
OWS Cre Funding I LLC
10.33% (1 Month LIBOR + 4.90%), 09/15/24 (b) (d)
 

United States

 

$

2,345,090

   

2,344,239

  

Total Other

      

2,423,302

  

Paper & Forest Products – 0.2%

 
Mercer International, Inc.
5.50%, 01/15/26
 

Germany

  

385,000

   

368,973

  

See Notes to Consolidated Financial Statements.

2023 Annual Report
23


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Schedule of Investments (continued)

December 31, 2023

Description

 

Country

 Principal
Amount
 

Value

 

CORPORATE CREDIT (continued)

 
WEPA Hygieneprodukte GmbH
2.88%, 12/15/27
 

Germany

 

125,000

  

$

129,569

  

Total Paper & Forest Products

      

498,542

  

Personal Care Products – 0.4%

 
BellRing Brands, Inc.
7.00%, 03/15/30 (d)
 

United States

 

$

365,000

   

378,062

  
Coty, Inc.
5.00%, 04/15/26 (d)
 

United States

  

113,000

   

111,285

  
Edgewell Personal Care Co.
5.50%, 06/01/28 (d)
 

United States

  

355,000

   

348,734

  

Total Personal Care Products

        

838,081

  

Pharmaceuticals – 0.3%

 
Bausch Health Companies, Inc.
4.88%, 06/01/28 (d)
 

United States

  

240,000

   

144,831

  
Cheplapharm Arzneimittel GmbH
4.38%, 01/15/28
 

Germany

 

100,000

   

107,921

  

7.50%, 05/15/30

 

Germany

  

100,000

   

117,892

  

8.75% (3 Month EURIBOR + 4.75%), 05/15/30 (b) (d)

 

Germany

  

210,000

   

238,276

  

Total Pharmaceuticals

        

608,920

  

Professional Services – 0.2%

 
Mooney Group SpA
7.81% (3 Month EURIBOR + 3.88%), 12/17/26 (b)
 

Italy

  

250,000

   

272,026

  
Summer BC Holdco B SARL
5.75%, 10/31/26
 

Luxembourg

  

200,000

   

212,194

  

Total Professional Services

      

484,220

  

Real Estate Management & Development – 0.3%

 
Five Point Operating Co LP
7.88%, 11/15/25 (d)
 

United States

 

$

322,000

   

319,083

  
Hunt Companies, Inc.
5.25%, 04/15/29 (d)
 

United States

  

415,000

   

370,775

  
Samhallsbyggnadsbolaget i Norden AB
2.88% (5 Year Swap Rate EUR + 3.22%), Perpetual (b)
 

Sweden

 

100,000

   

18,436

  

Total Real Estate Management & Development

      

708,294

  

Retail Real Estate Investment Trusts – 0.1%

 
Necessity Retail REIT, Inc.
4.50%, 09/30/28 (d)
 

United States

 

$

395,000

   

333,060

  

Software – 1.2%

 
Acuris Finance US, Inc.
5.00%, 05/01/28 (d)
 

United States

  

395,000

   

324,275

  
Castor SpA
9.18% (3 Month EURIBOR + 5.25%), 02/15/29 (b) (e) (g)
 

Italy

 

200,000

   

214,517

  
Cedacri Mergeco SPA
9.50% (3 Month EURIBOR + 5.50%), 05/15/28 (b) (d)
 

Italy

  

200,000

   

218,582

  
Cloud Software Group Holdings, Inc.
6.50%, 03/31/29 (d)
 

United States

 

$

910,000

   

867,457

  
ION Trading Technologies Sarl
5.75%, 05/15/28 (d)
 

Luxembourg

  

205,000

   

181,048

  

See Notes to Consolidated Financial Statements.


24


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Schedule of Investments (continued)

December 31, 2023

Description

 

Country

 Principal
Amount
 

Value

 

CORPORATE CREDIT (continued)

 
McAfee Corp.
7.38%, 02/15/30 (d)
 

United States

 

$

100,000

  

$

91,459

  
NCR Corp.
5.13%, 04/15/29 (d)
 

United States

  

600,000

   

571,033

  
NCR Voyix Corp.
5.25%, 10/01/30 (d)
 

United States

  

130,000

   

119,553

  
Sabre GLBL, Inc.
7.38%, 09/01/25 (d)
 

United States

  

150,000

   

143,222

  

Total Software

        

2,731,146

  

Specialty Retail – 0.3%

 
Academy Ltd.
6.00%, 11/15/27 (d)
 

United States

  

420,000

   

412,941

  
Kepler SpA
9.68% (3 Month EURIBOR + 5.75%), 05/15/29 (b)
 

Italy

 

250,000

   

279,230

  

Total Specialty Retail

        

692,171

  

Textiles Apparel & Luxury Goods – 0.2%

 
Afflelou SAS
4.25%, 05/19/26
 

France

  

200,000

   

220,514

  
Crocs, Inc.
4.25%, 03/15/29 (d)
 

United States

 

$

220,000

   

197,288

  

Total Textiles Apparel & Luxury Goods

        

417,802

  

Trading Companies & Distributors – 0.9%

 
ASP Unifrax Holdings, Inc.
5.25%, 09/30/28 (d)
 

United States

  

450,000

   

325,530

  
Equipmentshare.Com Inc.
9.00%, 05/15/28 (d)
 

United States

  

780,000

   

803,478

  
Fortress Transportation and Infrastructure Investors LLC
5.50%, 05/01/28 (d)
 

United States

  

320,000

   

307,988

  

7.88%, 12/01/30 (d)

 

United States

  

344,000

   

358,699

  
Loxam SAS
3.75%, 07/15/26
 

France

 

200,000

   

218,808

  

Total Trading Companies & Distributors

      

2,014,503

  

Wireless Telecommunication Services – 0.2%

 
Matterhorn Telecom SA
4.00%, 11/15/27
 

Luxembourg

  

200,000

   

218,034

  
Vodafone Group PLC
3.00% (5 Year Swap Rate EUR + 3.48%), 08/27/80 (b)
 

United Kingdom

  

200,000

   

198,138

  

Total Wireless Telecommunication Services

        

416,172

  

Total High Yield

        

50,482,446

  

Emerging Markets – 2.8%

 

Chemicals – 0.3%

 
Braskem Idesa SAPI
6.99%, 02/20/32
 

Mexico

 

$

1,000,000

   

586,336

  

Construction Materials – 0.1%

 
Cemex SAB de CV
5.13% (5 Year CMT Rate + 4.53%), Perpetual (b)
 

Mexico

  

200,000

   

189,836

  

See Notes to Consolidated Financial Statements.

2023 Annual Report
25


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Schedule of Investments (continued)

December 31, 2023

Description

 

Country

 Principal
Amount
 

Value

 

CORPORATE CREDIT (continued)

 

Diversified Telecommunication Services – 0.3%

 
Telecom Argentina SA
8.00%, 07/18/26
 

Argentina

 

$

790,000

  

$

750,326

  

Electric Utilities – 0.1%

 
Pampa Energia SA
9.13%, 04/15/29
 

Argentina

  

140,000

   

137,043

  

Hotels Restaurants & Leisure – 0.0%

 
Grupo Posadas SAB de CV
5.00%, 12/30/27 (f) (h)
 

Mexico

  

20,000

   

16,750

  

Independent Power and Renewable Electricity Producers – 0.0%

 
Genneia SA
8.75%, 09/02/27 (d)
 

Argentina

  

32,000

   

31,701

  

Metals & Mining – 0.6%

 
Vedanta Resources Finance II PLC
13.88%, 01/21/24
 

India

  

1,600,000

   

1,414,048

  

Oil Gas & Consumable Fuels – 0.7%

 
Canacol Energy Ltd.
5.75%, 11/24/28
 

Colombia

  

260,000

   

189,862

  
Kosmos Energy Ltd.
7.13%, 04/04/26
 

Ghana

  

200,000

   

190,332

  

7.50%, 03/01/28

 

Ghana

  

520,000

   

473,966

  
YPF SA
7.00%, 09/30/33 (h)
 

Argentina

  

55,000

   

44,424

  

9.00%, 06/30/29 (h)

 

Argentina

  

758,000

   

731,055

  

Total Oil Gas & Consumable Fuels

      

1,629,639

  

Passenger Airlines – 0.4%

 
Azul Secured Finance LLP
10.88%, 05/28/30 (d)
 

Brazil

  

1,130,000

   

935,236

  

Real Estate Management & Development – 0.3%

 
CIFI Holdings Group Company Ltd.
6.00%, 07/16/25 (i)
 

China

  

400,000

   

27,000

  

6.45%, 11/07/24 (i)

 

China

  

200,000

   

14,250

  

5.38% (5 Year CMT Rate + 8.57%), Perpetual (b) (i)

 

China

  

450,000

   

23,765

  
Country Garden Holdings Company Ltd.
4.80%, 08/06/30 (i)
 

China

  

200,000

   

16,838

  

7.25%, 04/08/26 (i)

 

China

  

600,000

   

50,640

  
RKPF Overseas Ltd.
5.90%, 03/05/25
 

China

  

500,000

   

264,000

  

6.00%, 09/04/25

 

China

  

500,000

   

222,790

  
Shimao Group Holdings Ltd.
3.45%, 01/11/31 (i)
 

China

  

400,000

   

17,000

  

4.60%, 07/13/30 (i)

 

China

  

200,000

   

9,000

  

5.20%, 01/16/27 (i)

 

China

  

1,210,000

   

48,122

  

5.60%, 07/15/26 (i)

 

China

  

400,000

   

14,800

  

6.13%, 02/21/24 (i)

 

China

  

370,000

   

14,800

  
Sino-Ocean Land Treasure IV Ltd.
3.25%, 05/05/26 (i)
 

China

  

200,000

   

16,194

  

4.75%, 08/05/29 (i)

 

China

  

410,000

   

27,675

  

4.75%, 01/14/30 (i)

 

China

  

400,000

   

30,372

  

Total Real Estate Management & Development

        

797,246

  

Total Emerging Markets

        

6,488,161

  

See Notes to Consolidated Financial Statements.


26


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Schedule of Investments (continued)

December 31, 2023

Description

 

Country

 Principal
Amount
 

Value

 

CORPORATE CREDIT (continued)

 

Convertible Bonds – 0.7%

 

Aerospace & Defense – 0.0%

 
Safran SA
0.00%, 04/01/28
 

France

 

33,000

  

$

68,231

  
Spirit AeroSystems, Inc.
3.25%, 11/01/28 (d)
 

United States

 

$

6,000

   

7,791

  

Total Aerospace & Defense

        

76,022

  

Automobiles – 0.0%

 
Ford Motor Company
0.00%, 03/15/26
 

United States

  

31,000

   

31,000

  

Biotechnology – 0.0%

 
BioMarin Pharmaceutical, Inc.
0.60%, 08/01/24
 

United States

  

12,000

   

11,857

  
Exact Sciences Corp.
2.00%, 03/01/30 (d)
 

United States

  

7,000

   

8,432

  

Total Biotechnology

      

20,289

  

Broadline Retail – 0.0%

 
Etsy, Inc.
0.13%, 10/01/26
 

United States

  

10,000

   

11,545

  

0.25%, 06/15/28

 

United States

  

53,000

   

42,564

  

Total Broadline Retail

      

54,109

  

Construction & Engineering – 0.0%

 
Fluor Corp.
1.13%, 08/15/29 (d)
 

United States

  

13,000

   

14,186

  

Consumer Finance – 0.0%

 
SoFi Technologies, Inc.
0.00%, 10/15/26 (d)
 

United States

  

22,000

   

18,623

  

Diversified Telecommunication Services – 0.1%

 
Cellnex Telecom SA
0.50%, 07/05/28
 

Spain

 

100,000

   

117,803

  

Entertainment – 0.1%

 
Liberty Media Corp.
2.25%, 08/15/27
 

United States

 

$

25,000

   

25,486

  
Live Nation Entertainment, Inc.
3.13%, 01/15/29 (d)
 

United States

  

26,000

   

29,591

  
Sea Ltd.
0.25%, 09/15/26
 

Singapore

  

52,000

   

43,030

  

2.38%, 12/01/25

 

Singapore

  

10,000

   

9,580

  
Spotify USA, Inc.
0.00%, 03/15/26
 

United States

  

52,000

   

45,890

  

Total Entertainment

      

153,577

  

Financial Services – 0.0%

 
Edenred
0.00%, 06/14/28
 

France

 

61,500

   

45,089

  
Shift4 Payments, Inc.
0.50%, 08/01/27
 

United States

 

$

37,000

   

34,665

  

Total Financial Services

        

79,754

  

See Notes to Consolidated Financial Statements.

2023 Annual Report
27


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Schedule of Investments (continued)

December 31, 2023

Description

 

Country

 Principal
Amount
 

Value

 

CORPORATE CREDIT (continued)

 

Ground Transportation – 0.0%

 
Uber Technologies, Inc.
0.88%, 12/01/28 (d)
 

United States

 

$

12,000

  

$

13,110

  

Health Care Equipment & Supplies – 0.1%

 
Envista Holdings, Corp.
1.75%, 08/15/28 (d)
 

United States

  

10,000

   

9,150

  
Haemonetics Corp.
0.00%, 03/01/26
 

United States

  

25,000

   

22,375

  
LivaNova USA, Inc.
3.00%, 12/15/25
 

United States

  

23,000

   

24,769

  
Merit Medical Systems, Inc.
3.00%, 02/01/29 (d)
 

United States

  

10,000

   

11,115

  
NuVasive, Inc.
0.38%, 03/15/25
 

United States

  

28,000

   

25,830

  
Shockwave Medical, Inc.
1.00%, 08/15/28 (d)
 

United States

  

13,000

   

12,721

  

Total Health Care Equipment & Supplies

        

105,960

  

Health Care Technology – 0.0%

 
Evolent Health, Inc.
3.50%, 12/01/29 (d)
 

United States

  

11,000

   

12,881

  

Hotel & Resort Real Estate Investment Trusts – 0.0%

 
Pebblebrook Hotel Trust
1.75%, 12/15/26
 

United States

  

14,000

   

12,538

  

Hotels, Restaurants & Leisure – 0.1%

 
Accor SA
0.70%, 12/07/27 (i)
 

France

 

61,000

   

32,407

  
H World Group Ltd.
3.00%, 05/01/26
 

China

  

8,000

   

8,592

  
Just Eat Takeaway.com NV
0.00%, 08/09/25
 

United Kingdom

 

100,000

   

100,574

  
Marriott Vacations Worldwide Corp.
3.25%, 12/15/27
 

United States

 

$

10,000

   

8,895

  
Shake Shack, Inc.
0.00%, 03/01/28
 

United States

  

51,000

   

41,861

  

Total Hotels Restaurants & Leisure

        

192,329

  

Independent Power and Renewable Electricity Producers – 0.0%

 
NRG Energy, Inc.
2.75%, 06/01/48
 

United States

 

$

22,000

   

28,380

  

IT Services – 0.1%

 
Akamai Technologies, Inc.
0.38%, 09/01/27
 

United States

  

11,000

   

12,304

  
Cloudflare, Inc.
0.00%, 08/15/26
 

United States

  

107,000

   

96,487

  
Perficient, Inc.
0.13%, 11/15/26
 

United States

  

49,000

   

40,822

  

Total IT Services

        

149,613

  

See Notes to Consolidated Financial Statements.


28


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Schedule of Investments (continued)

December 31, 2023

Description

 

Country

 Principal
Amount
 

Value

 

CORPORATE CREDIT (continued)

 

Media – 0.0%

 
Cable One, Inc.
0.00%, 03/15/26
 

United States

 

$

48,000

  

$

40,968

  

Metals & Mining – 0.0%

 
First Majestic Silver Corp.
0.38%, 01/15/27
 

Canada

  

17,000

   

13,282

  
MP Materials Corp.
0.25%, 04/01/26 (d)
 

United States

  

29,000

   

25,865

  

Total Metals & Mining

        

39,147

  

Multi-Utilities – 0.0%

 
Veolia Environnement SA
0.00%, 01/01/25
 

France

 

135,900

   

46,751

  

Passenger Airlines – 0.0%

 
JetBlue Airways Corp.
0.50%, 04/01/26
 

United States

 

$

8,000

   

5,800

  

Professional Services – 0.0%

 
Ceridian HCM Holding, Inc.
0.25%, 03/15/26
 

United States

  

74,000

   

66,785

  

Semiconductors & Semiconductor Equipment – 0.0%

 
ON Semiconductor Corp.
0.50%, 03/01/29 (d)
 

United States

  

17,000

   

18,148

  
SolarEdge Technologies, Inc.
0.00%, 09/15/25
 

United States

  

5,000

   

4,572

  

Total Semiconductors & Semiconductor Equipment

        

22,720

  

Software – 0.1%

 
Alarm.com Holdings, Inc.
0.00%, 01/15/26
 

United States

  

46,000

   

41,032

  
Blackline, Inc.
0.00%, 03/15/26
 

United States

  

47,000

   

41,948

  
Envestnet, Inc.
2.63%, 12/01/27
 

United States

  

30,000

   

29,738

  
Nutanix, Inc.
0.25%, 10/01/27
 

United States

  

52,000

   

54,340

  
PagerDuty, Inc.
1.50%, 10/15/28 (d)
 

United States

  

10,000

   

10,888

  
Unity Software, Inc.
0.00%, 11/15/26
 

United States

  

83,000

   

69,388

  

Total Software

        

247,334

  

Specialty Retail – 0.1%

 
Burlington Stores, Inc.
1.25%, 12/15/27 (d)
 

United States

  

9,000

   

10,175

  
Zalando SE
0.05%, 08/06/25
 

Germany

 

100,000

   

102,728

  

Total Specialty Retail

        

112,903

  

Water Utilities – 0.0%

 
American Water Capital Corp.
3.63%, 06/15/26 (d)
 

United States

 

$

13,000

   

13,046

  

Total Convertible Bonds

        

1,675,628

  

See Notes to Consolidated Financial Statements.

2023 Annual Report
29


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Schedule of Investments (continued)

December 31, 2023

Description

 

Country

 Principal
Amount
 

Value

 

CORPORATE CREDIT (continued)

 

Investment Grade – 0.0%

 

Banks – 0.0%

 
Barclays PLC
6.50% (SOFR + 1.88%), 09/13/27 (b)
 

United Kingdom

 

$

56,000

  

$

57,593

  

Total Investment Grade

        

57,593

  
TOTAL CORPORATE CREDIT
(Cost $142,634,077)
        

137,238,482

  

STRUCTURED CREDIT – 30.2%

 

Collateralized Loan Obligations – 18.3%

 
37 Capital CLO
11.75%, 2023-1A, Class D (CME Term SOFR 3 Month + 6.36%),
04/15/36 (b) (d)
 

Cayman Islands

  

1,500,000

   

1,525,775

  
13.75%, 2023-2A, Class E (CME Term SOFR 3 Month + 8.38%),
01/15/34 (b) (d)
 

Cayman Islands

  

1,000,000

   

1,008,454

  
Anchorage Capital CLO Ltd.
9.38%, 2020-16A, Class DR (CME Term SOFR 3 Month + 3.98%),
01/19/35 (b) (d)
 

Cayman Islands

  

1,500,000

   

1,507,395

  
11.15%, 2023-26A, Class D (CME Term SOFR 3 Month + 5.75%),
07/19/34 (b) (d)
 

Cayman Islands

  

500,000

   

507,515

  
13.00%, 2016-8A, Class ER2 (CME Term SOFR 3 Month + 7.61%),
10/27/34 (b) (d)
 

Cayman Islands

  

1,500,000

   

1,432,652

  
13.01%, 2020-16A, Class ER (CME Term SOFR 3 Month + 7.61%),
01/19/35 (b) (d)
 

Cayman Islands

  

1,000,000

   

966,346

  
Anchorage Credit Funding Ltd.
5.02%, 2019-7A, Class SUB1, 04/25/37 (d)
 

Cayman Islands

  

1,000,000

   

483,888

  

6.85%, 2019-7A, Class E, 04/25/37 (d)

 

Cayman Islands

  

1,000,000

   

890,623

  
ARES CLO
9.14%, 2022-64A, Class D (CME Term SOFR 3 Month + 3.75%),
04/15/35 (b) (d)
 

Cayman Islands

  

500,000

   

502,649

  
11.13%, 2023-68A, Class D (CME Term SOFR 3 Month + 5.75%),
04/25/35 (b) (d)
 

Jersey

  

2,000,000

   

2,048,249

  
CBAM Ltd.
12.76%, 2017-2A, Class ER (CME Term SOFR 3 Month + 7.36%),
07/17/34 (b) (d)
 

Cayman Islands

  

571,000

   

534,590

  
Cerberus Loan Funding LP
9.58%, 2023-3A, Class C (CME Term SOFR 3 Month + 4.15%),
09/13/35 (b) (d)
 

United States

  

1,000,000

   

1,002,779

  
Columbia Cent CLO Ltd.
11.81%, 2018-28A, Class D (CME Term SOFR 3 Month + 6.43%),
11/07/30 (b) (d)
 

Cayman Islands

  

1,000,000

   

638,166

  
Dryden 27 R Euro CLO 2017 DAC
9.83%, 2017-27X, Class ER (3 Month EURIBOR + 5.86%), 04/15/33 (b)
 

Ireland

  €500,000   

517,052

  
Elevation CLO Ltd.
12.88%, 2021-14A, Class E (CME Term SOFR 3 Month + 7.46%),
10/20/34 (b) (d)
 

Cayman Islands

  $2,000,000   

1,793,636

  
12.95%, 2021-12A, Class E (CME Term SOFR 3 Month + 7.53%),
04/20/32 (b) (d)
 

Cayman Islands

  

378,000

   

348,767

  
Fortress Credit BSL Ltd.
13.56%, 2022-1A, Class E (CME Term SOFR 3 Month + 8.15%),
10/23/34 (b) (d)
 

Cayman Islands

  

500,000

   

470,504

  
13.61%, 2020-1A, Class E (CME Term SOFR 3 Month + 8.19%),
10/20/33 (b) (d)
 

Cayman Islands

  

1,000,000

   

995,197

  

See Notes to Consolidated Financial Statements.


30


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Schedule of Investments (continued)

December 31, 2023

Description

 

Country

 Principal
Amount
 

Value

 

STRUCTURED CREDIT (continued)

 
Gallatin CLO Ltd.
10.74%, 2023-1A, Class D (CME Term SOFR 3 Month + 5.41%),
10/14/35 (b) (d)
 

Bermuda

 

$

2,000,000

  

$

1,964,789

  
Halcyon Loan Advisors Funding Ltd.
0.00%, 2018-2X, Class SUB, 01/22/31
 

Cayman Islands

  

850,000

   

162,768

  
Harvest CLO XXVI
10.09%, 26A, Class E (3 Month EURIBOR + 6.12%), 01/15/34 (b) (d)
 

Ireland

 

500,000

   

520,645

  
ICG US CLO Ltd.
9.28%, 2020-1A, Class DR (CME Term SOFR 3 Month + 3.86%),
01/20/35 (b) (d)
 

Cayman Islands

 

$

1,000,000

   

953,748

  
13.13%, 2020-1A, Class ER (CME Term SOFR 3 Month + 7.71%),
01/20/35 (b) (d)
 

Cayman Islands

  

1,000,000

   

900,992

  
Madison Park Funding Ltd.
10.91%, 2023-63A, Class D (CME Term SOFR 3 Month + 5.50%),
04/21/35 (b) (d)
 

Cayman Islands

  

2,000,000

   

2,039,511

  
Marble Point CLO Ltd.
12.96%, 2021-4A, Class E (CME Term SOFR 3 Month + 7.55%),
01/22/35 (b) (d)
 

Cayman Islands

  

2,000,000

   

1,784,736

  
Monroe Capital MML CLO XIII Ltd.
13.70%, 2022-1A, Class E (CME Term SOFR 3 Month + 8.32%),
02/24/34 (b) (d)
 

United States

  

1,000,000

   

917,599

  
Mountain View CLO Ltd.
9.28%, 2023-1A, Class C (CME Term SOFR 3 Month + 3.85%),
09/14/36 (b) (d)
 

Cayman Islands

  

300,000

   

300,511

  
10.93%, 2023-1A, Class D (CME Term SOFR 3 Month + 5.50%),
09/14/36 (b) (d)
 

Cayman Islands

  

300,000

   

299,991

  
OAK Hill European Credit Partners V Designated Activity Co.
10.37%, 2016-5A, Class ER (3 Month EURIBOR + 6.37%), 01/21/35 (b) (d)
 

Ireland

 

1,750,000

   

1,864,390

  

12.87%, 2016-5A, Class FR (3 Month EURIBOR + 8.87%), 01/21/35 (b) (d)

 

Ireland

  

1,000,000

   

1,034,161

  
OZLM XXIII Ltd.
12.94%, 2019-23A, Class ER (CME Term SOFR 3 Month + 7.54%),
04/15/34 (b) (d)
 

Cayman Islands

 

$

250,000

   

231,926

  
Palmer Square European CLO
10.36%, 2022-1A, Class E (3 Month EURIBOR + 6.36%), 01/21/35 (b) (d)
 

Ireland

 

1,200,000

   

1,269,196

  

12.85%, 2022-1A, Class F (3 Month EURIBOR + 8.85%), 01/21/35 (b) (d)

 

Ireland

  

1,750,000

   

1,809,026

  
Penta CLO
10.23%, 2021-10X, Class E (3 Month EURIBOR + 6.23%), 11/20/34 (b)
 

Ireland

  

500,000

   

521,249

  
Rockford Tower CLO Ltd.
13.54%, 2022-2A, Class ER (CME Term SOFR 3 Month + 8.12%),
10/20/35 (b) (d)
 

United States

 

$

750,000

   

734,555

  
Rockford Tower Europe DAC
9.95%, 2021-1A, Class E (3 Month EURIBOR + 5.96%), 04/20/34 (b) (d)
 

Ireland

 

500,000

   

511,004

  
RR Ltd.
13.65%, 2022-24A, Class DR (CME Term SOFR 3 Month + 8.30%),
01/15/36 (b) (d)
 

Bermuda

 

$

1,000,000

   

1,005,944

  
Symphony CLO Ltd.
12.61%, 2012-9A, Class ER2 (CME Term SOFR 3 Month + 7.21%),
07/16/32 (b) (d)
 

Cayman Islands

  

438,000

   

367,662

  
Toro European CLO
10.27%, 3X, Class ERR (3 Month EURIBOR + 6.30%), 07/15/34 (b)
 

Ireland

 

1,500,000

   

1,554,209

  
Trimaran Cavu Ltd.
13.03%, 2021-3A, Class E (CME Term SOFR 3 Month + 7.63%),
01/18/35 (b) (d)
 

Cayman Islands

 

$

1,200,000

   

1,185,347

  

See Notes to Consolidated Financial Statements.

2023 Annual Report
31


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Schedule of Investments (continued)

December 31, 2023

Description

 

Country

 Principal
Amount
 

Value

 

STRUCTURED CREDIT (continued)

 
Trinitas CLO XIV Ltd.
13.68%, 2020-14A, Class E (CME Term SOFR 3 Month + 8.30%),
01/25/34 (b) (d)
 

Cayman Islands

 

$

500,000

  

$

504,982

  
Trinitas CLO XVIII Ltd.
9.28%, 2021-18A, Class D (CME Term SOFR 3 Month + 3.86%),
01/20/35 (b) (d)
 

Cayman Islands

  

2,000,000

   

1,948,607

  
Venture CLO Ltd.
0.00%, 2020-39X, Class SUB, 04/15/33
 

Cayman Islands

  

1,350,000

   

590,092

  

Total Collateralized Loan Obligations

      

42,151,877

  

Commercial Mortgage-Backed Securities – 4.5%

 
ACREC LLC
11.39%, 2023-FL2, Class E (CME Term SOFR 1 Month + 6.03%),
02/19/38 (b) (d)
 

United States

  

107,000

   

106,871

  
AREIT Trust
10.73%, 2023-CRE8, Class D (CME Term SOFR 1 Month + 5.37%),
07/17/28 (b) (d)
 

United States

  

109,000

   

108,692

  
Banc of America Commercial Mortgage Trust
1.25%, 2015-UBS7, Class XFG, 09/15/48 (d)
 

United States

  

10,000,000

   

191,645

  
BBCMS Trust
8.48%, 2018-BXH, Class F (CME Term SOFR 1 Month + 3.12%),
10/15/37 (b) (d)
 

United States

  

270,000

   

258,802

  
Benchmark Mortgage Trust
3.10%, 2018-B6, Class E, 10/10/51 (d)
 

United States

  

225,000

   

100,944

  
Blackstone UK Student Housing Portfolio
7.55%, 2021-UK5, Class E (Daily SONIA + 2.35%), 05/17/31 (b)
 

United Kingdom

 

£

236,000

   

287,671

  
BWAY Mortgage Trust
4.87%, 2022-26BW, Class E, 02/10/44 (d)
 

United States

 

$

677,000

   

442,053

  
BX Commercial Mortgage Trust
9.01%, 2019-IMC, Class G (CME Term SOFR 1 Month + 3.65%),
04/15/34 (b) (d)
 

United States

  

1,000,000

   

988,925

  
BX Trust
9.51%, 2021-SDMF, Class J (CME Term SOFR 1 Month + 4.15%),
09/15/34 (b) (d)
 

United States

  

450,825

   

417,764

  
CD Mortgage Trust
3.30%, 2017-CD4, Class D, 05/10/50 (d)
 

United States

  

305,000

   

192,295

  

3.35%, 2017-CD5, Class D, 08/15/50 (d)

 

United States

  

489,000

   

357,228

  
CGDB Commercial Mortgage Trust
8.47%, 2019-MOB, Class G (CME Term SOFR 1 Month + 3.11%),
11/15/36 (b) (d)
 

United States

  

770,000

   

725,644

  
Citigroup Commercial Mortgage Trust
9.18%, 2021-KEYS, Class F (CME Term SOFR 1 Month + 3.81%),
10/15/36 (b) (d)
 

United States

  

741,000

   

710,391

  
COMM Mortgage Trust
1.91%, 2016-DC2, Class XF, 02/10/49 (d)
 

United States

  

12,997,292

   

479,976

  
CSAIL Commercial Mortgage Trust
4.03%, 2017-CX9, Class D, 09/15/50 (d)
 

United States

  

190,000

   

124,802

  
DBGS Mortgage Trust
9.63%, 2021-W52, Class F (CME Term SOFR 1 Month + 4.26%),
10/15/36 (b) (d)
 

United States

  

1,000,000

   

427,900

  
European Loan Conduit No 36 DAC
6.54%, 36X, Class D (3 Month EURIBOR + 2.55%), 02/17/30 (b)
 

Germany

 

614,445

   

653,862

  
Hilton USA Trust
4.12%, 2016-SFP, Class C, 11/05/35 (d)
 

United States

 

$

105,000

   

58,275

  

4.93%, 2016-SFP, Class D, 11/05/35 (c) (d)

 

United States

  

584,000

   

272,728

  

See Notes to Consolidated Financial Statements.


32


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Schedule of Investments (continued)

December 31, 2023

Description

 

Country

 Principal
Amount
 

Value

 

STRUCTURED CREDIT (continued)

 
J.P. Morgan Chase Commercial Mortgage Securities Trust
9.74%, 2021-HTL5, Class F (CME Term SOFR 1 Month + 4.38%),
11/15/38 (b) (d)
 

United States

 

$

1,084,000

  

$

1,046,081

  
Last Mile Logistics
11.00%, 2023-1A, Class D (Daily SONIA + 5.80%), 08/17/33 (b) (d)
 

United Kingdom

 

£

207,000

   

263,931

  
Natixis Commercial Mortgage Securities Trust
11.30%, 2022-RRI, Class F (CME Term SOFR 1 Month + 5.94%),
03/15/35 (b) (d)
 

United States

 

$

525,368

   

522,950

  
Pearl Finance Conduit
9.24%, 2020-1, Class E (3 Month EURIBOR + 5.25%), 11/17/32 (b)
 

Ireland

 

456,922

   

488,932

  
Taubman Centers Commercial Mortgage Trust
10.13%, 2022-DPM, Class D (CME Term SOFR 1 Month + 4.77%),
05/15/37 (b) (d)
 

United States

 

$

415,000

   

403,688

  
VMC Finance LLC
9.97%, 2021-HT1, Class B (CME Term SOFR 1 Month + 4.61%),
01/18/37 (b) (d)
 

United States

  

643,000

   

615,150

  

Total Commercial Mortgage-Backed Securities

        

10,247,200

  

Residential Mortgage-Backed Securities – 2.8%

 
BRAVO Residential Funding Trust
7.46%, 2023-NQM5, Class M1, 06/25/63 (d)
 

United States

  

183,000

   

185,567

  
CHNGE Mortgage Trust
8.43%, 2023-4, Class B1, 09/25/58 (d)
 

United States

  

891,000

   

842,227

  
Deephaven Residential Mortgage Trust
4.33%, 2022-2, Class B1, 03/25/67 (d)
 

United States

  

229,000

   

175,878

  
GCAT Trust
3.98%, 2022-NQM1, Class B1, 02/25/67 (d)
 

United States

  

476,000

   

333,576

  
Imperial Fund Mortgage Trust
4.45%, 2022-NQM3, Class M1, 05/25/67 (d)
 

United States

  

332,000

   

271,094

  
MFA Trust
4.26%, 2022-NQM1, Class B1, 12/25/66 (d)
 

United States

  

251,000

   

194,371

  
Morgan Stanley Residential Mortgage Loan Trust
7.54%, 2023-NQM1, Class B1, 09/25/68 (d)
 

United States

  

446,000

   

425,132

  
PRKCM Trust
7.63%, 2023-AFC1, Class M1, 02/25/58 (d)
 

United States

  

371,000

   

376,502

  

8.01%, 2023-AFC4, Class B1, 11/25/58 (d)

 

United States

  

293,000

   

288,196

  
Progress Residential Trust
5.60%, 2022-SFR3, Class E2, 04/17/39 (d)
 

United States

  

212,000

   

201,452

  
PRPM LLC
4.83%, 2021-10, Class A2, 12/31/49 (d) (h)
 

United States

  

1,000,000

   

952,652

  
Seasoned Credit Risk Transfer Trust
4.50%, 2022-1, Class M, 11/25/61 (d)
 

United States

  

226,000

   

179,496

  
STAR Trust
9.86%, 2022-SFR3, Class F (CME Term SOFR 1 Month + 4.50%),
05/17/24 (b) (d)
 

United States

  

170,000

   

163,072

  
Verus Securitization Trust
7.08%, 2023-INV2, Class A3, 08/25/68 (d) (h)
 

United States

  

172,918

   

174,817

  

7.35%, 2023-INV2, Class M1, 08/25/68 (d)

 

United States

  

187,000

   

186,379

  

7.96%, 2023-7, Class B1, 10/25/68 (d)

 

United States

  

507,000

   

494,843

  

8.16%, 2023-INV2, Class B1, 08/25/68 (d)

 

United States

  

100,000

   

97,905

  
Western Mortgage Reference Notes
10.69%, 2021-CL2, Class M4 (SOFR30A + 5.35%), 07/25/59 (b) (d)
 

United States

  

830,670

   

841,147

  

Total Residential Mortgage-Backed Securities

        

6,384,306

  

See Notes to Consolidated Financial Statements.

2023 Annual Report
33


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Schedule of Investments (continued)

December 31, 2023

Description

 

Country

 Principal
Amount
 

Value

 

STRUCTURED CREDIT (continued)

 

Asset-Backed Securities – 4.6%

 
Adams Outdoor Advertising LP
11.71%, 2023-1, Class C, 07/15/53 (d)
 

United States

 

$

2,000,000

  

$

2,040,978

  
Castlelake Aircraft Securitization Trust
2.74%, 2017-1R, Class A, 08/15/41 (d)
 

United States

  

188,588

   

174,867

  
GAIA Aviation Ltd.
7.00%, 2019-1, Class C, 12/15/44 (d) (h)
 

Cayman Islands

  

1,970,222

   

1,008,793

  
Horizon Aircraft Finance III Ltd.
3.43%, 2019-2, Class A, 11/15/39 (d)
 

Cayman Islands

  

1,546,260

   

1,228,626

  
Horizon Aircraft Finance Ltd.
4.46%, 2018-1, Class A, 12/15/38 (d)
 

United States

  

752,512

   

652,410

  
Lunar Aircraft Ltd.
6.41%, 2020-1A, Class C, 02/15/45 (d)
 

United States

  

705,371

   

151,316

  
METAL 2017-1 Ltd.
4.58%, 2017-1, Class A, 10/15/42 (d)
 

United States

  

1,407,122

   

853,448

  
Pioneer Aircraft Finance Ltd.
3.97%, 2019-1, Class A, 06/15/44 (d)
 

Cayman Islands

  

575,490

   

510,450

  
Thunderbolt Aircraft Lease
5.07%, 2018-A, Class B, 09/15/38 (d) (h)
 

United States

  

1,339,286

   

899,058

  
Veros Auto Receivables Trust
11.46%, 2023-1, Class D, 08/15/30 (d)
 

United States

  

1,780,000

   

1,826,145

  
WAVE Trust
5.68%, 2017-1A, Class B, 11/15/42 (d)
 

United States

  

1,590,272

   

957,029

  

6.66%, 2017-1A, Class C, 11/15/42 (d)

 

United States

  

1,151,883

   

140,553

  
Westlake Automobile Receivables Trust
1.23%, 2021-2A, Class D, 12/15/26 (d)
 

United States

  

164,000

   

156,413

  

Total Asset-Backed Securities

        

10,600,086

  
TOTAL STRUCTURED CREDIT
(Cost $72,316,862)
        

69,383,469

  

PRIVATE CREDIT – 21.9%

 

Senior Loans – 20.9%

 

Aerospace & Defense – 0.6%

 
Galileo Parent, Inc.,
First Lien Revolver
12.34% (3 Month SOFR + 7.25%), 05/03/29 (b) (c) (k)
 

United States

  

83,000

   

26,802

  
Galileo Parent, Inc.,
First Lien Term Loan
12.34%, 05/03/30 (c)
 

United States

  

531,668

   

522,523

  
WP CPP Holdings,
First Lien Term Loan
12.13% (3 Month SOFR + 6.75%), 11/28/29 (b) (c)
 

United States

  

818,000

   

797,550

  
WP CPP Holdings,
First Lien Revolver
0.00%, 11/28/29 (c) (k)
 

United States

  

90,000

   

  

Total Aerospace & Defense

        

1,346,875

  

Automobile Components – 1.1%

 
Superior Industries International, Inc.,
First Lien Tranche B Term Loan
13.33%, 12/15/28 (c)
 

United States

  

2,579,940

   

2,554,141

  

See Notes to Consolidated Financial Statements.


34


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Schedule of Investments (continued)

December 31, 2023

Description

 

Country

 Principal
Amount
 

Value

 

PRIVATE CREDIT (continued)

 

Biotechnology – 1.4%

 
ADC Therapeutics, Inc.,
First Lien Tranche A Term Loan
13.04% (3 Month SOFR + 7.50%), 08/15/29 (b) (c)
 

United States

 

$

1,135,543

  

$

1,081,605

  
ADC Therapeutics, Inc.,
First Lien Tranche B Delay Draw Term Loan
7.50%, 08/15/29 (c) (k)
 

United States

  

520,457

   

  
Mesoblast, Inc.,
First Lien Term Loan
8.00%, 11/19/26 (c) (f)
 

United States

  

1,627,352

   

1,452,412

  
Seres Therapeutics, Inc.,
First Lien Tranche B Delay Draw Term Loan
0.00%, 04/27/29 (c) (k)
 

United States

  

329,000

   

  
Seres Therapeutics, Inc.,
First Lien Tranche DDA2 Delay Draw Term Loan
12.88% (3 Month SOFR + 7.88%), 04/30/29 (b) (c)
 

United States

  

219,000

   

209,539

  
Seres Therapeutics, Inc.,
First Lien Tranche A1 Term Loan
12.88% (3 Month SOFR + 7.88%), 04/30/29 (b) (c)
 

United States

  

585,000

   

559,728

  
Seres Therapeutics, Inc.,
First Lien Tranche C Delay Draw Term Loan
0.00%, 04/30/29 (c) (k)
 

United States

  

329,000

   

  

Total Biotechnology

        

3,303,284

  

Commercial Services & Supplies – 1.8%

 
Amspec Parent, Inc.,
First Lien Term Loan
0.00%, 12/05/30 (c) (k)
 

United States

  

226,000

   

  

11.11% (1 Month SOFR + 5.75%), 12/05/30 (b) (c)

 

United States

  

1,567,000

   

1,527,825

  
Amspec Parent, Inc.,
First Lien Revolver
0.00%, 12/05/29 (c) (k)
 

United States

  

212,000

   

  
Kings Buyer LLC,
First Lien Revolver
11.99%, 10/29/27 (c) (k)
 

United States

  

310,246

   

  
Kings Buyer LLC,
First Lien Term Loan
11.99% (3 Month SOFR + 6.50%), 10/29/27 (b) (c)
 

United States

  

2,241,297

   

2,207,678

  
NFM & J LP,
First Lien Term Loan
0.00%, 11/30/27 (c) (k)
 

United States

  

275,908

   

  

11.22% (3 Month SOFR + 5.75%), 11/30/27 (b) (c)

 

United States

  

496,636

   

485,573

  
NFM & J LP,
First Lien Revolver
13.25%, 11/30/27 (c) (k)
 

United States

  

110,363

   

6,344

  

Total Commercial Services & Supplies

        

4,227,420

  

Containers & Packaging – 0.7%

 
ASP-r-pac Acquisition Company LLC,
First Lien Revolver
9.49%, 12/29/27 (c) (k)
 

United States

  

205,745

   

  
ASP-r-pac Acquisition Company LLC,
First Lien Term Loan
11.63%, 12/29/27 (c)
 

United States

  

1,698,011

   

1,596,130

  

Total Containers & Packaging

        

1,596,130

  

See Notes to Consolidated Financial Statements.

2023 Annual Report
35


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Schedule of Investments (continued)

December 31, 2023

Description

 

Country

 Principal
Amount
 

Value

 

PRIVATE CREDIT (continued)

 

Distributors – 0.8%

 
RelaDyne,
Second Lien Term Loan
13.17%, 12/23/29 (c)
 

United States

 

$

1,790,352

  

$

1,758,125

  

Electrical Equipment – 0.3%

 
Inventus Power, Inc.,
First Lien Revolver
0.00%, 06/30/25 (c) (k)
 

United States

  

94,000

   

  
Inventus Power, Inc.,
First Lien Term Loan
12.59%, 06/30/25 (c)
 

United States

  

824,855

   

806,213

  

Total Electrical Equipment

        

806,213

  

Health Care Equipment & Supplies – 1.3%

 
Touchstone Acquisition, Inc.,
First Lien Term Loan
11.43% (3 Month SOFR + 6.00%), 12/29/28 (b) (c)
 

United States

  

2,961,255

   

2,879,820

  

Health Care Providers & Services – 2.1%

 
LSL Holdco LLC,
First Lien Incremental Term Loan
11.46%, 01/31/28 (c)
 

United States

  

274,298

   

253,726

  
LSL Holdco LLC,
First Lien Revolver
10.63%, 01/31/28 (c) (k)
 

United States

  

266,412

   

  
LSL Holdco LLC,
First Lien Term Loan
11.46%, 01/31/28 (c)
 

United States

  

2,355,749

   

2,179,068

  
Petvet Care Centers LLC,
First Lien Term Loan
11.32%, 11/15/30 (c) (k)
 

United States

  

2,663,000

   

2,310,293

  
Petvet Care Centers LLC,
First Lien Revolver
11.32%, 11/15/29 (c) (k)
 

United States

  

307,000

   

  

Total Health Care Providers & Services

        

4,743,087

  

Health Care Technology – 1.5%

 
Establishment Labs Holdings, Inc.,
First Lien Tranche C Delay Draw Term Loan
9.00%, 04/21/27 (c) (f) (k)
 

United States

  

184,290

   

  
Establishment Labs Holdings, Inc.,
First Lien Tranche A Term Loan
3.00%, 04/21/27 (c) (f)
 

United States

  

1,223,566

   

1,168,506

  
Establishment Labs Holdings, Inc.,
First Lien Tranche D Delay Draw Term Loan
9.00%, 04/21/27 (c) (f) (k)
 

United States

  

184,290

   

  
Establishment Labs Holdings, Inc.,
First Lien Tranche B Delay Draw Term Loan
9.00%, 04/21/27 (c) (f)
 

United States

  

195,956

   

187,138

  
Impel Pharmaceuticals, Inc.,
First Lien Tranche B Term Loan
16.29% (3 Month SOFR + 10.75%), 09/05/28 (b) (c)
 

United States

  

75,075

   

73,724

  
Impel Pharmaceuticals, Inc.,
First Lien Tranche A Term Loan
16.15%, 03/17/27 (c)
 

United States

  

2,032,135

   

997,778

  

See Notes to Consolidated Financial Statements.


36


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Schedule of Investments (continued)

December 31, 2023

Description

 

Country

 Principal
Amount
 

Value

 

PRIVATE CREDIT (continued)

 
Impel Pharmaceuticals, Inc.,
First Lien Tranche B Delay Draw Term Loan
16.06%, 03/17/27 (c) (k)
 

United States

 

$

240,240

  

$

162,192

  
Impel Pharmaceuticals, Inc.,
First Lien Tranche A2 Term Loan
16.28%, 03/17/27 (c)
 

United States

  

60,461

   

59,373

  
Next Holdco LLC,
First Lien Term Loan
11.32%, 11/08/30 (c) (k)
 

United States

  

1,043,000

   

819,874

  
Next Holdco LLC,
First Lien Revolver
11.32%, 11/08/29 (c) (k)
 

United States

  

80,000

   

  

Total Health Care Technology

        

3,468,585

  

Hotels, Restaurants & Leisure – 2.4%

 
Grove Hotel Parcel Owner LLC,
First Lien Revolver Facility
0.00%, 06/21/28 (c) (k)
 

United States

  

175,377

   

  
Grove Hotel Parcel Owner LLC,
First Lien Term Loan
13.43%, 06/21/28 (c)
 

United States

  

1,736,231

   

1,707,410

  
Grove Hotel Parcel Owner LLC,
First Lien Delay Draw Term Loan
0.00%, 06/21/28 (c) (k)
 

United States

  

350,754

   

  
PFNY Holdings LLC,
First Lien Delay Draw Term Loan
11.63%, 12/31/26 (c)
 

United States

  

306,252

   

291,277

  
PFNY Holdings LLC,
First Lien Term Loan
12.51%, 12/31/26 (c)
 

United States

  

3,576,681

   

3,401,781

  
PFNY Holdings LLC,
First Lien Revolver
12.66%, 12/31/26 (c)
 

United States

  

173,352

   

164,875

  

Total Hotels, Restaurants & Leisure

        

5,565,343

  

Insurance – 0.2%

 
Ardonagh Midco 3 PLC,
First Lien Delay Draw Term Loan
12.39%, 07/14/26 (c) (k)
 

United States

  

1,097,433

   

554,200

  

Metals & Mining – 0.4%

 
IAMGOLD Corp.,
Second Lien Term Loan
13.62%, 05/16/28 (c)
 

United States

  

975,000

   

956,475

  

Pharmaceuticals – 0.6%

 
Bioxcel Therapeutics, Inc.,
First Lien Tranche B Delay Draw Term Loan
0.00%, 09/30/32 (c) (f) (k)
 

United States

  

563,378

   

  

10.25%, 04/19/27 (c) (k)

 

United States

  

438,183

   

  
Bioxcel Therapeutics, Inc.,
First Lien Tranche A Delay Draw Term Loan
0.00%, 09/30/32 (c) (f)
 

United States

  

443,052

   

423,380

  
Bioxcel Therapeutics, Inc.,
First Lien Tranche A Term Loan
8.00%, 04/19/27 (c)
 

United States

  

905,404

   

844,290

  

See Notes to Consolidated Financial Statements.

2023 Annual Report
37


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Schedule of Investments (continued)

December 31, 2023

Description

 

Country

 Principal
Amount
 

Value

 

PRIVATE CREDIT (continued)

 
Bioxcel Therapeutics, Inc.,
First Lien Tranche C Delay Draw Term Loan
0.00%, 09/30/32 (c) (f) (k)
 

United States

 

$

563,378

  

$

  

10.25%, 04/19/27 (c) (k)

 

United States

  

375,585

   

  

Total Pharmaceuticals

        

1,267,670

  

Software – 5.0%

 
Avalara, Inc.,
First Lien Term Loan
12.60% (3 Month SOFR + 7.25%), 10/19/28 (b) (c)
 

United States

  

2,491,000

   

2,459,863

  
Avalara, Inc.,
First Lien Revolver
0.75%, 10/19/28 (c) (k)
 

United States

  

249,000

   

  
Evergreen IX Borrower LLC,
First Lien Term Loan
11.39% (3 Month SOFR + 6.00%), 09/29/30 (b) (c)
 

United States

  

1,147,000

   

1,120,390

  
Evergreen IX Borrower LLC,
First Lien Revolver
11.39%, 09/29/29 (c) (k)
 

United States

  

127,000

   

  
Finastra USA, Inc.,
First Lien Term Loan
12.71% (6 Month SOFR + 7.25%), 09/13/30 (b) (c)
 

United States

  

1,462,000

   

1,450,397

  
Finastra USA, Inc.,
First Lien Revolver
12.57% (1 Month SOFR + 7.25%), 09/13/30 (b) (c) (k)
 

United States

  

143,954

   

31,624

  
iCIMS, Inc.,
First Lien Revolver Facility
11.99%, 08/18/28 (c) (k)
 

United States

  

157,552

   

32,130

  
iCIMS, Inc.,
First Lien Term Loan
8.75%, 08/18/28 (c)
 

United States

  

1,720,993

   

1,657,832

  

12.63% (3 Month SOFR + 7.25%), 08/18/28 (b) (c)

 

United States

  

253,659

   

246,759

  
iCIMS, Inc.,
First Lien Delay Draw Term Loan
0.00%, 08/18/28 (c) (f) (k)
 

United States

  

351,848

   

  
OEConnection LLC,
Second Lien Term Loan
12.42%, 09/25/27 (c)
 

United States

  

2,499,000

   

2,461,516

  
Pluralsight LLC,
First Lien Revolver
13.56% (3 Month SOFR + 8.00%), 04/06/27 (b) (c) (k)
 

United States

  

56,830

   

30,647

  
Pluralsight LLC,
First Lien Term Loan
13.45% (3 Month SOFR + 8.00%), 04/06/27 (b) (c)
 

United States

  

659,000

   

633,958

  
UserZoom Technologies, Inc.,
First Lien Term Loan
12.77%, 04/05/29 (c)
 

United States

  

1,348,000

   

1,327,780

  

Total Software

        

11,452,896

  

Specialty Retail – 0.7%

 
MND Holdings III Corp.,
First Lien Term Loan
12.54%, 05/09/28 (c)
 

United States

  

1,254,695

   

1,267,242

  

See Notes to Consolidated Financial Statements.


38


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Schedule of Investments (continued)

December 31, 2023

Description

 

Country

 Principal
Amount
 

Value

 

PRIVATE CREDIT (continued)

 
MND Holdings III Corp.,
First Lien Revolver
12.55%, 05/09/28 (c) (k)
 

United States

 

$

327,000

  

$

256,572

  

Total Specialty Retail

        

1,523,814

  

Total Senior Loans

        

48,004,078

  
    

Shares

   

Preferred Stock – 0.9%

 

Health Care Providers & Services – 0.1%

 
Petvet Care Centers LLC –
(Acquired 11/15/2023, cost $198,940) (c) (l)
 

United States

  

203,000

   

199,123

  

Health Care Technology – 0.8%

 
athenahealth, Inc. –
(Acquired 2/15/2022, cost $1,992,289) (c) (l)
 

United States

  

2,033

   

1,940,294

  

Total Preferred Stock

        

2,139,417

  

Common Stock – 0.1%

 

Distributors – 0.1%

 
RelaDyne –
(Acquired 12/23/2021, cost $187,703) (c) (l)
 

United States

  

2,000

   

279,120

  

Total Common Stock

        

279,120

  

Warrants – 0.0%

 

Biotechnology – 0.0%

 
ADC Therapeutics –
(Exercise price: $8.30, Expiration: 08/15/32) –
(Acquired 8/15/2022, cost $30,028) (c) (l)
 

United States

  

4,988

   

2,245

  
Mesoblast, Inc. –
(Exercise Price: $3.70, Expiration: 11/19/28) –
(Acquired 1/12/2023, cost $0) (c) (l)
 

United States

  

11,941

   

4,776

  
Mesoblast, Inc. –
(Exercise Price: $7.26, Expiration: 11/19/28) –
(Acquired 12/20/2021, cost $106,354) (c) (l)
 

United States

  

46,443

   

11,611

  
Seres Therapeutics, Inc. –
(Exercise price: $6.69, Expiration: 04/27/30) –
(Acquired 4/27/2023, cost $14,821) (c) (l)
 

United States

  

4,735

   

3,551

  

Total Biotechnology

        

22,183

  

Health Care Technology – 0.0%

 
Impel Pharmaceuticals, Inc. –
(Exercise Price: $0.01, Expiration: 09/05/30) –
(Acquired 9/5/2023, cost $0) (c) (l)
 

United States

  

26,745

   

3,036

  
Innocoll Pharmaceuticals Ltd. –
(Exercise Price: $4.23, Expiration: 01/26/29) –
(Acquired 1/26/2022 – 9/1/2022, cost $77,901) (c) (l)
 

United States

  

20,192

   

  

Total Health Care Technology

        

3,036

  

Pharmaceuticals – 0.0%

 
Bioxcel Therapeutics, Inc. –
(Exercise price: $20.04, Expiration: 04/19/29) –
(Acquired 4/28/2022, cost $0) (c) (l)
 

United States

  

3,487

   

1,220

  

Total Warrants

        

26,439

  
TOTAL PRIVATE CREDIT
(Cost $52,631,347)
        

50,449,054

  

See Notes to Consolidated Financial Statements.

2023 Annual Report
39


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Schedule of Investments (continued)

December 31, 2023

Description

 

Country

 

Shares

 

Value

 

MONEY MARKET FUND – 3.5%

 
First American Government Obligations Fund – Class X,
5.29% (j)
 

United States

  

8,003,117

  

$

8,003,117

  
TOTAL MONEY MARKET FUND
(Cost $8,003,117)
        

8,003,117

  

Total Investments – 115.2% (a)

(Cost $275,585,403)

        

265,074,122

  

Liabilities in Excess of Other Assets – (15.2)%

        

(34,957,324

)

 

 

TOTAL NET ASSETS – 100.0%

 

$

230,116,798

  

The following notes should be read in conjunction with the accompanying Consolidated Schedule of Investments.

(a)  These securities are pledged as collateral for the credit facility.

(b)  Variable rate security – Interest rate is based on reference rate and spread or based on the underlying assets. Interest rate may also be subject to a cap or floor. Securities that reference SOFR may be subject to a credit spread adjustment, particularly to legacy holdings that reference LIBOR that have transitioned to SOFR as the base lending rate.

(c)  These securities are characterized as Level 3 securities within the disclosure hierarchy. Level 3 security values are determined using significant unobservable inputs. As of December 31, 2023, the total value of all such securities was $54,114,948 or 23.5% of net assets.

(d)  Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration to qualified institutional buyers. As of December 31, 2023, the total value of all such securities was $105,830,215 or 46.0% of net assets.

(e)  Regulation S security. These securities may be subject to transfer restrictions as defined by Regulation S. As of December 31, 2023, the total value of all such securities was $1,643,988 or 0.7% of net assets.

(f)  Paid in kind security which may pay interest in additional par.

(g)  These assets are held in the Oaktree Diversified Income Fund (Cayman) Ltd., a Cayman Islands exempted company and wholly-owned subsidiary of the Fund.

(h)  Security is a "step up" bond where the coupon increases or steps up at a predetermined date. Interest rate shown is the rate in effect as of December 31, 2023.

(i)  Issuer is currently in default on its regularly scheduled interest payment.

(j)  The rate shown represents the seven-day yield as of December 31, 2023.

(k)  As of December 31, 2023, the Fund had entered into the following commitments to fund various revolving and delayed draw senior secured and subordinated loans. Such commitments are subject to the satisfaction of certain conditions set forth in the documents governing these loans and there can be no assurance that such conditions will be satisfied. All values are reflected at par.

Company

 

Investment Type

 Total revolving
and delayed
draw loan
commitments
(000s)
 Less:
funded
commitments
(000s)
 Total
unfunded
commitments
(000s) (Note 10)
 

ADC Therapeutics, Inc.

 

First Lien Tranche B Delay Draw Term Loan

 

$

520

  

$

  

$

520

  

Amspec Parent, Inc.

 

First Lien Term Loan

  

226

   

   

226

  

Amspec Parent, Inc.

 

First Lien Revolver

  

212

   

   

212

  

Ardonagh Midco 3 PLC

 

First Lien Delay Draw Term Loan

  

1,097

   

547

   

550

  

ASP-r-pac Acquisition Company LLC

 

First Lien Revolver

  

206

   

   

206

  

Avalara, Inc.

 

First Lien Revolver

  

249

   

   

249

  

Bioxcel Therapeutics, Inc.

 

First Lien Tranche B Delay Draw Term Loan

  

563

   

   

563

  

Bioxcel Therapeutics, Inc.

 

First Lien Tranche C Delay Draw Term Loan

  

563

   

   

563

  

Bioxcel Therapeutics, Inc.

 

First Lien Tranche C Delay Draw Term Loan

  

376

   

   

376

  

Bioxcel Therapeutics, Inc.

 

First Lien Tranche B Delay Draw Term Loan

  

438

   

   

438

  

Establishment Labs Holdings, Inc.

 

First Lien Tranche D Delay Draw Term Loan

  

184

   

   

184

  

Establishment Labs Holdings, Inc.

 

First Lien Tranche C Delay Draw Term Loan

  

184

   

   

184

  

Evergreen IX Borrower LLC

 

First Lien Revolver

  

127

   

   

127

  

Finastra USA, Inc.

 

First Lien Revolver

  

144

   

32

   

112

  

Galileo Parent, Inc.

 

First Lien Revolver

  

83

   

27

   

56

  

See Notes to Consolidated Financial Statements.


40


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Schedule of Investments (continued)

December 31, 2023

Company

 

Investment Type

 Total revolving
and delayed
draw loan
commitments
(000s)
 Less:
funded
commitments
(000s)
 Total
unfunded
commitments
(000s) (Note 10)
 

Grove Hotel Parcel Owner LLC

 

First Lien Revolver Facility

 

$

175

  

$

  

$

175

  

Grove Hotel Parcel Owner LLC

 

First Lien Delay Draw Term Loan

  

351

   

   

351

  

iCIMS, Inc.

 

First Lien Revolver Facility

  

158

   

34

   

124

  

iCIMS, Inc.

 

First Lien Delay Draw Term Loan

  

352

   

   

352

  

Impel Pharmaceuticals, Inc.

 

First Lien Tranche B Delay Draw Term Loan

  

240

   

165

   

75

  

Inventus Power, Inc.

 

First Lien Revolver

  

94

   

   

94

  

Kings Buyer LLC

 

First Lien Revolver

  

310

   

   

310

  

LSL Holdco LLC

 

First Lien Revolver

  

266

   

   

266

  

MND Holdings III Corp.

 

First Lien Revolver

  

327

   

256

   

71

  

Next Holdco LLC

 

First Lien Term Loan

  

213

   

   

213

  

Next Holdco LLC

 

First Lien Revolver

  

80

   

   

80

  

NFM & J LP

 

First Lien Revolver

  

110

   

6

   

104

  

NFM & J LP

 

First Lien Term Loan

  

276

   

   

276

  

Petvet Care Centers LLC

 

First Lien Term Loan

  

307

   

   

307

  

Petvet Care Centers LLC

 

First Lien Revolver

  

307

   

   

307

  

Pluralsight LLC

 

First Lien Revolver

  

41

   

32

   

9

  

Seres Therapeutics, Inc.

 

First Lien Tranche B Delay Draw Term Loan

  

329

   

   

329

  

Seres Therapeutics, Inc.

 

First Lien Tranche C Delay Draw Term Loan

  

329

   

   

329

  

WP CPP Holdings

 

First Lien Revolver

  

90

   

   

90

  
    

$

9,527

  

$

1,099

  

$

8,428

  

(l)  Restricted security. Purchased in a private placement transaction; resale to the public may require registration. As of December 31, 2023, the total value of all such securities was $2,848,992 or 1.2% of net assets.

Abbreviations:

CME  Chicago Mercantile Exchange

CMT  Constant Maturity Treasury Rate

EURIBOR  Euro Interbank Offered Rate

LIBOR  London Interbank Offered Rates

LLC  Limited Liability Corporation

LP  Limited Partnership

PIK  Payment-in Kind

SOFR  Secured Overnight Financial Rate

SOFR30A  Secured Overnight Financial Rate 30 Day Average

SONIA  Sterling Overnight Index Average

Currencies:

GBP (£)  British Pound

EUR (€)  Euro

USD ($)  US Dollar

Forward Currency Contracts:

As of December 31, 2023, the following forward currency contracts were outstanding:

Settlement
Date

 

Currency Purchased

 

Currency Sold

 

Counterparty

 

Value/Unrealized
Appreciation
(Depreciation)

 

1/18/2024

  

27,733,325

  

USD

    

25,930,804

  

EUR

   

State Street Bank & Trust Co.

 

$

(917,302

)

 

1/18/2024

  

789,453

  

EUR

    

849,611

  

USD

   

State Street Bank & Trust Co.

  

22,646

  

1/18/2024

  

1,975,742

  

USD

    

1,600,459

  

GBP

   

State Street Bank & Trust Co.

  

(64,521

)

 

1/18/2024

  

316,802

  

GBP

    

390,447

  

USD

   

State Street Bank & Trust Co.

  

13,413

  
            

$

(945,764

)

 

See Notes to Consolidated Financial Statements.

2023 Annual Report
41


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Statement of Assets and Liabilities

December 31, 2023

Assets:

 

Investments in securities, at value (Cost $275,585,403)

 

$

265,074,122

   

Cash

   

1,964,480

   

Foreign currency, at value (Cost $303,265)

   

307,485

   

Interest receivable

   

3,748,822

   
Receivable for investments sold    

2,307,109

   

Receivable for fund shares sold

   

1,950

   

Unrealized appreciation on forward currency contracts (Note 3)

   

36,059

   

Unrealized appreciation on unfunded loan commitments

   

8,378

   

Prepaid expenses

   

44,939

   
Total assets    

273,493,344

   

Liabilities:

 

Payable for credit facility (Note 6)

   

35,000,000

   

Deferred debt issuance costs, credit facility (Note 6)

   

(300,000

)

 

Interest payable for credit facility (Note 6)

   

58,837

   
Payable for investments purchased    

7,163,170

   

Unrealized depreciation on forward currency contracts (Note 3)

   

981,823

   

Investment advisory fees payable (Note 4)

   

258,600

   
Accrued expenses    

214,116

   
Total liabilities    

43,376,546

   

Indemnifications, commitments and contingencies (Note 10)

         

Net Assets

 

$

230,116,798

   

Composition of Net Assets:

 

Paid-in capital

 

$

246,045,868

   
Accumulated losses    

(15,929,070

)

 

Net Assets

 

$

230,116,798

   

Shares Outstanding and Net Asset Value Per Share:

 

Shares outstanding

   

25,902,014

   

Net asset value per share

 

$

8.88

   

See Notes to Consolidated Financial Statements.


42


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Statement of Operations

For the Year Ended December 31, 2023

Investment Income (Note 2):

 

Interest (net of foreign withholding tax of $258,983)

 

$

22,168,553

   

Total investment income

   

22,168,553

   

Expenses:

 

Investment advisory fees (Note 4)

   

2,630,998

   

Audit and tax services

   

335,778

   

Fund accounting and sub-administration fees

   

208,518

   

Legal fees

   

197,709

   

Directors' fees

   

151,469

   

Reports to shareholders

   

68,767

   

Miscellaneous

   

63,399

   

Transfer agent fees

   

60,238

   

Registration fees

   

44,496

   

Custodian fees

   

20,950

   

Insurance

   

16,117

   

Total operating expenses

   

3,798,439

   

Interest expense and credit facility fees (Note 6)

   

1,810,039

   
Net expense recoupment (Note 4)    

137,705

   

Net expenses

   

5,746,183

   

Net investment income

   

16,422,370

   

Net realized gain (loss) on:

 

Investments

   

(1,418,569

)

 

Foreign currency translation

   

2,433

   

Forward currency contracts

   

463,395

   

Net realized loss

   

(952,741

)

 

Net change in unrealized appreciation (depreciation) on:

 

Investments

   

6,262,348

   

Unfunded loan commitments

   

8,378

   

Foreign currency translation

   

37,335

   

Forward currency contracts

   

(755,545

)

 

Net change in unrealized appreciation

   

5,552,516

   

Net realized and unrealized gain

   

4,599,775

   

Net increase in net assets resulting from operations

 

$

21,022,145

   

See Notes to Consolidated Financial Statements.

2023 Annual Report
43


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Statements of Changes in Net Assets

    For the
Year Ended
December 31,
2023
  For the
Year Ended
December 31,
2022
 

Increase (Decrease) in Net Assets Resulting from Operations:

 

Net investment income

 

$

16,422,370

   

$

7,982,345

   

Net realized loss

   

(952,741

)

   

(1,596,228

)

 

Net change in unrealized appreciation (depreciation)

   

5,552,516

     

(16,855,516

)

 

Net increase (decrease) in net assets resulting from operations

   

21,022,145

     

(10,469,399

)

 

Distributions to Shareholders:

 

Distributable earnings

   

(15,645,010

)

   

(10,683,466

)

 

Total distributions paid

   

(15,645,010

)

   

(10,683,466

)

 

Capital Share Transactions:

 

Proceeds from shares sold

   

62,173,242

     

12,643,242

   

Reinvestment of distributions

   

12,613,249

     

10,178,729

   

Repurchase of shares (Note 8)

   

(1,748,478

)

   

(59,881

)

 

Net increase in net assets from capital share transactions

   

73,038,013

     

22,762,090

   

Total increase in net assets

   

78,415,148

     

1,609,225

   

Net Assets:

 

Beginning of year

   

151,701,650

     

150,092,425

   

End of year

 

$

230,116,798

   

$

151,701,650

   

Share Transactions:

 

Shares sold

   

7,005,201

     

1,414,283

   

Shares reinvested

   

1,431,970

     

1,158,749

   

Shares repurchased (Note 8)

   

(196,752

)

   

(6,820

)

 

Net increase in shares outstanding

   

8,240,419

     

2,566,212

   

See Notes to Consolidated Financial Statements.


44


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Statement of Cash Flows

For the Year Ended December 31, 2023

Increase (Decrease) in Cash:

 

Cash flows provided by (used for) operating activities:

 

Net increase in net assets resulting from operations

 

$

21,022,145

   
Adjustments to reconcile net increase in net assets resulting from operations to net cash used for
operating activities:
 

Purchases of long-term portfolio investments and principal payups

   

(134,971,296

)

 

Proceeds from disposition of long-term portfolio investments and principal paydowns

   

50,180,510

   

Net purchases and sales of short-term portfolio investments

   

(3,692,184

)

 

Amortization of deferred debt issuance costs

   

143,084

   
Increase in receivable for investments sold    

(2,307,109

)

 

Increase in interest receivable

   

(1,222,502

)

 

Increase in prepaid expenses

   

(38,189

)

 

Increase in interest payable for credit facility

   

5,056,609

   
Increase in payable for investments purchased    

5,619,477

   

Increase in investment advisory fees payable

   

68,300

   
Increase in accrued expenses    

32,755

   

Net accretion of discount on investments and other adjustments to cost

   

(1,695,332

)

 

Net change in unrealized appreciation on investments

   

(6,262,348

)

 

Increase in unrealized appreciation on unfunded commitments

   

(8,378

)

 

Net change in unrealized depreciation on forward currency contracts

   

755,545

   

Net realized loss on investment transactions

   

1,418,569

   

Net cash used for operating activities

   

(65,900,344

)

 

Cash flows provided by financing activities:

 

Proceeds from credit facility

   

10,000,000

   

Proceeds from shares sold

   

62,734,772

   

Distributions paid to shareholders, net of reinvestments

   

(3,031,761

)

 

Repurchase of shares

   

(1,748,478

)

 

Deferred debt issuance costs paid

   

(300,000

)

 

Net cash provided by financing activities

   

67,654,533

   

Net increase in cash

   

1,754,189

   

Cash at beginning of year(1)

   

517,776

   

Cash at end of year(1)

 

$

2,271,965

   

Supplemental Disclosure of Cash Flow Information:

 

Interest payments on the credit facility for the year ended December 31, 2023 totaled $1,610,346.

 

Non-cash financing activities not included consist of reinvestment of distributions for the year ended December 31, 2023 of $12,613,249.

 

(1)​  Includes foreign currency.

See Notes to Consolidated Financial Statements.

2023 Annual Report
45


OAKTREE DIVERSIFIED INCOME FUND INC.

Consolidated Financial Highlights

Class D

  For the
Year Ended
December 31,
2023
  For the
Year Ended
December 31,
2022
  For the Period
November 1, 20211
through
December 31,
2021
 

Per Share Operating Performance:

 

Net asset value, beginning of period

 

$

8.59

   

$

9.94

   

$

10.00

   

Income from Investment Operations:

 

Net investment income2

   

0.78

     

0.50

     

0.02

   

Net realized and change in unrealized loss

   

0.20

     

(1.20

)

   

(0.07

)

 

Net decrease in net asset value resulting from operations

   

0.98

     

(0.70

)

   

(0.05

)

 

Distributions to Shareholders:

 

From net investment income

   

(0.69

)

   

(0.65

)

   

(0.01

)

 

Total distributions paid*

   

(0.69

)

   

(0.65

)

   

(0.01

)

 

Net asset value, end of period

 

$

8.88

   

$

8.59

   

$

9.94

   

Total Investment Return†3

   

11.76

%

   

(7.03

)%4

   

(0.37

)%

 

Ratios to Average Net Assets/Supplementary Data:

 

Net assets, end of period (000s)

 

$

230,117

   

$

151,702

   

$

150,092

   

Gross operating expenses excluding interest expense5

   

2.03

%

   

1.96

%

   

5.55

%

 

Gross operating expenses5

   

3.01

%

   

2.51

%

   

5.55

%

 
Net expenses, including fee waivers and reimbursement or recoupment and excluding
interest expense5
   

2.10

%

   

2.10

%

   

2.10

%

 

Net expenses, including fee waivers and reimbursement or recoupment and interest expense5

   

3.08

%

   

2.65

%

   

2.10

%

 

Net investment income5

   

8.81

%

   

5.64

%

   

1.51

%

 
Net investment income (loss), excluding the effect of fee waivers and reimbursement or
recoupment5
   

8.88

%

   

5.50

%

   

(1.94

)%

 

Portfolio turnover rate3

   

24

%

   

25

%

   

4

%

 

The following table sets forth information regarding the Fund's outstanding senior securities as of the end of each of the Fund's last ten iscal years, as applicable.

Fiscal or Period End

  Total Amount
Outstanding
Exclusive
or Treasury
Securities
  Asset Coverage
Per Unit6
  Involuntary
Liquidating
Preference
Per Unit
  Average
Market Value
Per Unit
(Exclude Bank
Loans)
  Type of Senior
Security
 

December 31, 2023

 

$

35,000,000

   

$

7,575

     

N/A

     

N/A

   

Credit Facility

 

December 31, 2022

   

20,000,000

     

8,585

     

N/A

     

N/A

   

Credit Facility

 

December 31, 20217

   

N/A

     

N/A

     

N/A

     

N/A

   

N/A

 

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

†  Total investment return is computed based upon the net asset value of the Fund's shares and excludes the effects of sales charges or contingent deferred sales charges, if applicable. Distributions are assumed to be reinvested at the net asset value of the Class on the ex-date of the distribution.

1  Commencement of operations.

2  Per share amounts presented are based on average shares outstanding throughout the period indicated.

3  Not annualized for periods less than one year.

4  The total investment return for the year ended December 31, 2022 has been restated to (7.03)% for the correction of a typographical error. The Adviser and Administrator have evaluated the quantitative and qualitative aspects of this error and concluded it is not material to the previously issued consolidated financial statements.

5  Annualized for periods less than one year.

6  Calculated by subtracting the Fund's total liabilities (not including borrowings) from the Fund's total assets and dividing by the total number of senior indebtedness units, where one unit equals $1,000 of senior indebtedness.

7  Commenced operations on November 1, 2021

See Notes to Consolidated Financial Statements.


46


OAKTREE DIVERSIFIED INCOME FUND INC.

Notes to Consolidated Financial Statements

December 31, 2023

1.  Organization

Oaktree Diversified Income Fund Inc. (the "Fund") was organized as a corporation under the laws of the State of Maryland on June 29, 2021. The Fund is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a diversified, closed-end management investment company that continuously offers its shares of common stock, $0.001 par value per share (the "Common Shares"), and is operated as an "interval fund." The Fund's Class D shares commenced operations on November 1, 2021.

The Fund has two classes of shares: Class D and Class T shares. The Fund had applied for, and was granted, exemptive relief (the "Exemptive Relief") by the Securities and Exchange Commission (the "SEC") that permits the Fund to issue multiple classes of shares and to impose asset-based distribution fees and early-withdrawal fees. Currently, the Fund is only offering Class D shares.

Oaktree Fund Advisors, LLC ("Oaktree" or the "Adviser"), a Delaware limited liability company and a registered investment adviser under the Investment Advisers Act of 1940, as amended, serves as the investment adviser to the Fund. Oaktree was founded in April 1995 and is a leader among global investment managers specializing in alternative investments.

Brookfield Public Securities Group LLC (the "Administrator"), a wholly-owned subsidiary of Brookfield Asset Management Inc. ("Brookfield"), is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and serves as Administrator to the Fund. In 2019, Brookfield acquired a majority interest in the Adviser.

The Fund's investment objective is to seek current income and attractive total return. The Fund seeks to achieve its investment objective by investing globally in high-conviction opportunities across Oaktree's performing credit platform of high-yield bonds, senior loans, structured credit, emerging markets debt and convertibles, inclusive of both public and private credit sectors. High-yield bonds are also referred to as "below-investment grade rated securities" or "junk bonds," as described in the Fund's Prospectus. The Fund seeks to add value through three sources: (1) providing exposure to asset classes that require specialized expertise; (2) performing well in each asset class through proprietary, bottom-up and credit research; and (3) allocating capital opportunistically among asset classes based on Oaktree's assessment of relative value.

Oaktree Diversified Income Fund (Cayman) Ltd. (the "Subsidiary"), a Cayman Islands exempted company and wholly-owned subsidiary of the Fund, was formed on November 11, 2021. The Subsidiary was established for the purpose of investing in certain Regulation S securities. As a wholly-owned subsidiary of the Fund, the financial results of the Subsidiary are included in the consolidated financial statements and financial highlights of the Fund. All investments held by the Subsidiary are disclosed in the Consolidated Schedule of Investments. The Fund may invest up to 25% of its total assets in the Subsidiary. The net assets of the Subsidiary at December 31, 2023 were $1,648,222, or 0.7% of the Fund's consolidated net assets. The accompanying consolidated financial statements include the accounts of the Subsidiary. All inter-company accounts and transactions have been eliminated in consolidation.

2.  Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. The Fund is an investment company and follows accounting and reporting guidance under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 946, Financial Services-Investment Companies.

Valuation of Investments: The Fund's Board of Directors (the "Board") has adopted procedures for the valuation of the Fund's securities. The Adviser oversees the day to day responsibilities for valuation determinations under these procedures. The Board regularly reviews the application of these procedures to the securities in the Fund's portfolio. The Adviser's Valuation Committee is comprised of senior members of the Adviser's management team.

2023 Annual Report
47


OAKTREE DIVERSIFIED INCOME FUND INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2023

The Board has designated the Adviser as the valuation designee pursuant to Rule 2a-5 under the 1940 Act to perform fair value determination relating to any or all Fund investments. The Board oversees the Adviser in its role as the valuation designee in accordance with the requirements of Rule 2a-5 under the 1940 Act.

Investments in equity securities listed or traded on any securities exchange or traded in the over-the-counter market are valued at the last trade price as of the close of business on the valuation date. If the NYSE closes early, then the equity security will be valued at the last traded price before the NYSE close. Prices of foreign equities that are principally traded on certain foreign markets will generally be adjusted daily pursuant to a fair value pricing service approved by the Board in order to reflect an adjustment for the factors occurring after the close of certain foreign markets but before the NYSE close. When fair value pricing is employed, the value of the portfolio securities used to calculate the Fund's net asset value ("NAV") may differ from quoted or official closing prices. Investments in open-end registered investment companies, if any, are valued at the NAV as reported by those investment companies.

Debt securities, including U.S. government securities, listed corporate bonds, other fixed income and asset-backed securities, and unlisted securities and private placement securities, are generally valued at the bid prices furnished by an independent pricing service or, if not valued by an independent pricing service, using bid prices obtained from active and reliable market makers in any such security or a broker-dealer. Valuations from broker-dealers or pricing services consider appropriate factors such as market activity, market activity of comparable securities, yield, estimated default rates, timing of payments, underlying collateral, coupon rate, maturity date, and other factors. Short-term debt securities with remaining maturities of sixty days or less are valued at amortized cost of discount or premium to maturity, unless such valuation, in the judgment of the Adviser's Valuation Committee, does not represent fair value.

Bank Loans, Assignments, and Participations. Loans (including "Senior Loans" (as described below), delayed funding loans and revolving credit facilities) may be fixed-or floating-rate obligations. Loan interests may take the form of direct interests acquired during a primary distribution and may also take the form of assignments of, novations of or participations in a bank loan acquired in secondary markets. Senior floating rate loans may be made to or issued by U.S. or non-U.S. banks or other corporations ("Senior Loans"). Senior Loans include senior floating rate loans and institutionally traded senior floating rate debt obligations issued by asset-backed pools and other issuers, and interests therein. Loan interests may be acquired from U.S. or foreign commercial banks, insurance companies, finance companies or other financial institutions who have made loans or are members of a lending syndicate or from other holders of loan interests.

Senior Loans typically pay interest at rates which are re-determined periodically on the basis of a floating base lending rate (such as the London Inter-Bank Offered Rate, "LIBOR," or a similar reference rate) plus a premium. Senior Loans are typically of below investment grade quality. Senior Loans generally (but not always) hold the most senior position in the capital structure of a borrower and are often secured with collateral. A Senior Loan is typically originated, negotiated and structured by a U.S. or foreign commercial bank, insurance company, finance company or other financial institution (an "Agent") for a lending syndicate of financial institutions ("Lenders"). The Agent typically administers and enforces the Senior Loan on behalf of the other Lenders in the syndicate. In addition, an institution, typically but not always the Agent, holds any collateral on behalf of the Lenders.

Over-the-counter financial derivative instruments, such as forward currency contracts, options contracts, or swap agreements, derive their values from underlying asset prices, indices, reference rates, other inputs or a combination of these factors. These instruments are normally valued on the basis of evaluations provided by independent pricing services or broker dealer quotations. Depending on the instrument and the terms of the transaction, the value of the derivative instruments can be estimated by a pricing service provider using a series of techniques, such as simulation pricing models. The pricing models use issuer details and other inputs that are observed from actively quoted markets such as indices, spreads, interest rates, curves, dividends and exchange rates. Derivatives that use similar valuation techniques and inputs as described above are normally categorized as Level 2 of the fair value hierarchy.


48


OAKTREE DIVERSIFIED INCOME FUND INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2023

Securities for which market prices are not readily available, cannot be determined using the sources described above, or the Adviser's Valuation Committee determines that the quotation or price for a portfolio security provided by a broker-dealer or an independent pricing service is inaccurate will be valued at a fair value determined by the Adviser's Valuation Committee following the procedures adopted by the Adviser under the supervision of the Board. The Adviser's valuation policy establishes parameters for the sources, methodologies, and inputs the Adviser's Valuation Committee uses in determining fair value.

Non-publicly traded debt and equity securities and other securities or instruments for which reliable market quotations are not available are valued by the Adviser using valuation methodologies applied on a consistent basis. These securities may initially be valued at the acquisition price as the best indicator of fair value. The Adviser reviews the significant unobservable inputs, valuations of comparable investments and other similar transactions for investments valued at acquisition price to determine whether another valuation methodology should be utilized. Subsequent valuations will depend on facts and circumstances known as of the valuation date and the application of valuation methodologies further described below. The fair value may also be based on a pending transaction expected to close after the valuation date. These valuation methodologies involve a significant degree of management judgment. Accordingly, valuations do not necessarily represent the amounts which may eventually be realized from sales or other dispositions of investments in the future. Fair values may differ from the values that would have been used had a ready market for the investment existed, and the differences could be material to the consolidated financial statements.

The fair valuation methodology may include or consider the following guidelines, as appropriate: (1) evaluation of all relevant factors, including but not limited to, pricing history, current market level, supply and demand of the respective security; (2) comparison to the values and current pricing of securities that have comparable characteristics; (3) knowledge of historical market information with respect to the security; (4) other factors relevant to the security which would include, but not be limited to, duration, yield, fundamental analytical data, the Treasury yield curve, and credit quality. The fair value may be difficult to determine and thus judgment plays a greater role in the valuation process. Imprecision in estimating fair value can also impact the amount of unrealized appreciation or depreciation recorded for a particular portfolio security and differences in the assumptions used could result in a different determination of fair value, and those differences could be material. For those securities valued by fair valuations, the Adviser's Valuation Committee reviews and affirms the reasonableness of the valuations based on such methodologies and fair valuation determinations on a regular basis after considering all relevant information that is reasonably available. There can be no assurance that the Fund could purchase or sell a portfolio security at the price used to calculate the Fund's NAV.

A three-tier hierarchy has been established to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes.

Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

The three-tier hierarchy of inputs is summarized in the three broad levels listed below:

Level 1 — quoted prices in active markets for identical assets or liabilities

Level 2 — quoted prices in markets that are not active or other significant observable inputs (including, but not limited to: quoted prices for similar assets or liabilities, quoted prices based on recently executed transactions, interest rates, credit risk, etc.)

Level 3 — significant unobservable inputs (including the Fund's own assumptions in determining the fair value of assets or liabilities)

2023 Annual Report
49


OAKTREE DIVERSIFIED INCOME FUND INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2023

The following table summarizes the Fund's investments valuation inputs categorized in the disclosure hierarchy as of December 31, 2023:

   

Level 1

 

Level 2

 

Level 3

 

Total

 

Corporate Credit

 

Senior Loans (Syndicated)

 

$

   

$

76,444,328

   

$

2,090,326

   

$

78,534,654

   

High Yield

   

     

49,179,606

     

1,302,840

     

50,482,446

   

Emerging Markets

   

     

6,488,161

     

     

6,488,161

   

Convertible Bonds

   

     

1,675,628

     

     

1,675,628

   

Investment Grade

   

     

57,593

     

     

57,593

   

Structured Credit

 

Collateralized Loan Obligations

   

     

42,151,877

     

     

42,151,877

   
Commercial Mortgage-Backed Securities    

     

9,974,472

     

272,728

     

10,247,200

   

Residential Mortgage-Backed Securities

   

     

6,384,306

     

     

6,384,306

   
Asset-Backed Securities    

     

10,600,086

     

     

10,600,086

   

Private Credit

 

Senior Loans

   

     

     

48,004,078

     

48,004,078

   

Preferred Stock

   

     

     

2,139,417

     

2,139,417

   

Common Stock

   

     

     

279,120

     

279,120

   

Warrants

   

     

     

26,439

     

26,439

   

Money Market Fund

   

8,003,117

     

     

     

8,003,117

   

Total

 

$

8,003,117

   

$

202,956,057

   

$

54,114,948

   

$

265,074,122

   

Other Financial Instruments(1)

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Assets

 

Unfunded loan commitments

 

$

   

$

   

$

8,378

   

$

8,378

   

Liabilities

 

Forward currency contracts

   

     

(945,764

)

   

     

(945,764

)

 

Total

 

$

   

$

(945,764

)

 

$

8,378

   

$

(937,386

)

 

(1)​  Forward currency contracts and unfunded loan commitments are reflected at the net unrealized appreciation (depreciation) on the instruments.

The Fund used valuation approaches consistent with the income approach and market approach to determine fair value of certain Level 3 assets as of December 31, 2023. The valuation methodologies utilized by the Fund included discounted cash flows analysis, recent transaction analysis, market yield analysis and market comparable analysis and are described below.

The discounted cash flows analysis utilizes a discounted cash flow method that incorporates expected timing and level of cash flows, as well as assumptions in determining growth rates, income and expense projections, discount rates, capital structure, terminal values and other factors. The applicability and weight assigned to the income technique is determined based on the availability of reliable projections and comparable companies and transactions.

The recent transaction analysis utilizes recent or expected future transactions of the investment to determine fair value, to the extent applicable.

The market yield analysis utilizes expected future cash flows, discounted using estimated current market rates. Discounted cash flow calculations may be adjusted to reflect current market conditions and/or the perceived credit risk of the borrowers. Consideration is also given to a borrower's ability to meet principal and interest obligations; this may include an evaluation of collateral or the underlying value of the borrower, utilizing either the market or income techniques.


50


OAKTREE DIVERSIFIED INCOME FUND INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2023

The market comparable analysis utilizes valuations of comparable public companies or transactions and generally seeks to establish the enterprise value of the portfolio company using a market multiple technique. This technique takes into account a specific financial measure (such as earnings before interest, taxes, depreciation and amortization ("EBITDA"), adjusted EBITDA, free cash flow, net operating income, net income, book value or net asset value) believed to be most relevant for the given company. Consideration may also be given to such factors as acquisition price of the security, historical and projected operational and financial results for the portfolio company, the strengths and weaknesses of the portfolio company relative to its comparable companies, industry trends, general economic and market conditions and other factors deemed relevant. The applicability and weight assigned to the market technique is determined based on the availability of reliable projections and comparable companies and transactions.

The Fund may estimate the fair value of privately held warrants using a Black Scholes pricing model, which includes an analysis of various factors and subjective assumptions, including the current stock price (by using an enterprise value analysis as described above), the expected period until exercise, expected volatility of the underlying stock price, expected dividends and the risk-free rate. Changes in the subjective input assumptions can materially affect the fair value estimates.

The fair value of the Fund's credit facility, which qualifies as a financial instrument under ASC Topic 825, Disclosures about Fair Values of Financial Instruments, approximates the carrying amount of $35,000,000 for the credit facility presented in the Consolidated Statement of Assets and Liabilities. As of December 31, 2023, this financial instrument is categorized as Level 2 within the disclosure hierarchy.

The table below shows the significant unobservable valuation inputs that were used by the Adviser's Valuation Committee to fair value the Level 3 investments as of December 31, 2023.

    Value as of
December 31,
2023
  Valuation
Approach
  Valuation
Methodology
  Unobservable
Input
  Amount or
Range/
(Weighted
Average)
  Impact to
Valuation
from an
Increase
in Input(1)
 

Corporate Credit

 
Senior Loans
(Syndicated)
 

$

2,090,326
 
    Income
Approach
  Discounted
Cash Flow
  Yield (Discount Rate
of Cash Flows)
  10.0%-18.0%
(12.3%)
  Decrease
 
 
High Yield
 
    1,302,840
 
    Market
Approach
  Market
Comparables
  Recent Transaction
Price
  $99.0
($99.0)
  Increase
 
 

Structured Credit

 
Commercial
Mortgage-Backed
Securities
    272,728
 
 
    Market
Approach
 
  Market
Comparables
 
  Market
Quotes
 
  $46.70
($46.70)
  
  Increase
 
 
 

Private Credit

 
Senior Loans
 
    48,004,078
 
    Income
Approach  
  Discounted
Cash Flow  
  Yield (Discount Rate
of Cash Flows)
  10.0%-27.0%
(13.2%)
  Decrease
 
 
Preferred Stock
 
    2,139,417
 
    Income
Approach  
  Discounted
Cash Flow  
  Yield (Discount Rate
of Cash Flows)
  15.0%-17.0%
(16.0%)
  Decrease
 
 
Common Stock
 
    279,120
 
    Market
approach
  Comparable
companies  
  Earnings Multiple
 
  6x-8x (7x)
  
  Increase
 
 
Warrants
 
    26,439
 
    Other
 
  Black Scholes
 
  Volatility
 
  80.0%-100.0%
(92.6%)
  Increase
 
 

Total

 

$

54,114,948

                       

(1)​ The impact represents the expected directional change in the fair value of the Level 3 investments that would result from an increase in the corresponding input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs could result in significantly higher or lower fair value measurements.

2023 Annual Report
51


OAKTREE DIVERSIFIED INCOME FUND INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2023

The following is a reconciliation of the assets in which significant unobservable inputs (Level 3) were used in determining fair value:

    Corporate
Credit
  Structured
Credit
  Private
Credit
 

Total

 

Balance as of December 31, 2022

 

$

2,216,836

   

$

   

$

39,126,978

   

$

41,343,814

   

Accrued discounts (premiums)

   

3,259

     

4,292

     

203,060

     

210,611

   

Realized gain (loss)

   

3,446

     

     

135,222

     

138,668

   

Change in unrealized depreciation

   

(41,051

)

   

(276,874

)

   

(1,100,612

)

   

(1,418,537

)

 

Purchases at cost/ corporate actions

   

2,264,322

     

545,310

     

17,321,096

     

20,130,728

   

Sales proceeds

   

(1,053,646

)

   

     

(5,236,690

)

   

(6,290,336

)

 

Balance as of December 31, 2023

 

$

3,393,166

   

$

272,728

   

$

50,449,054

   

$

54,114,948

   
Change in unrealized depreciation for Level 3 assets still
held at the reporting date
 

$

(41,051

)

 

$

(276,874

)

 

$

(1,197,523

)

 

$

(1,515,448

)

 

For further information regarding the security characteristics of the Fund, see the Consolidated Schedule of Investments.

Investment Transactions and Investment Income: Securities transactions are recorded on trade date. Realized gains and losses from securities transactions are calculated on the identified cost basis. Interest income is recorded on the accrual basis. Discounts and premiums on securities are accreted and amortized on a daily basis using the effective yield to maturity and yield to next methods, respectively and might be adjusted based on management's assessment of the collectability of such interest. Dividend income is recorded on the ex-dividend date.

Foreign Currency Transactions: Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not isolate the portion of gains or losses resulting from changes in foreign exchange rates on securities from the fluctuations arising from changes in market prices.

Reported net realized foreign exchange gains or losses arise from sales of securities, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent of the amounts actually received or paid.

Expenses: Expenses directly attributable to the Fund are charged directly to the Fund, while expenses that are attributable to the Fund and other investment companies advised by the Adviser or its affiliates are allocated among the respective investment companies, including the Fund, based either upon relative average net assets, evenly, or a combination of average net assets and evenly.

Certain intermediaries such as banks, broker-dealers, financial advisers or other financial institutions charge a fee for sub-administration, sub-transfer agency and other shareholder services associated with shareholders whose shares are held in omnibus, other group accounts or accounts traded through registered securities clearing agents. The portion of this fee paid by the Fund is included within "Transfer agent fees" in the Consolidated Statement of Operations.

Distributions to Shareholders: The Fund declares and pays dividends quarterly from net investment income. To the extent these distributions exceed net investment income, they may be classified as return of capital. The Fund also pays distributions at least annually from its net realized capital gains, if any. Dividends and distributions are recorded on the ex-dividend date. All common shares have equal dividend and other distribution rights. A notice disclosing the source(s) of a distribution is provided after a payment is made from any source other than net investment income.


52


OAKTREE DIVERSIFIED INCOME FUND INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2023

This notice is available on the Adviser's website at https://www.brookfieldoaktree.com/fund/oaktree-diversified-income-fund-inc. Any such notice is provided only for informational purposes in order to comply with the requirements of Section 19(a) of the 1940 Act and not for tax reporting purposes. The tax composition of the Fund's distributions for each calendar year is reported on IRS Form 1099-DIV.

Dividends from net investment income and distributions from realized gains from investment transactions have been determined in accordance with Federal income tax regulations and may differ from net investment income and realized gains recorded by the Fund for financial reporting purposes. These differences, which could be temporary or permanent in nature, may result in reclassification of distributions; however, net investment income, net realized gains and losses and net assets are not affected.

When Issued, Delayed Delivery Securities and Forward Commitments: The Fund may enter into forward commitments for the purchase or sale of securities, including on a "when issued" or "delayed delivery" basis, in excess of customary settlement periods for the type of security involved. In some cases, a forward commitment may be conditioned upon the occurrence of a subsequent event, such as approval and consummation of a merger, corporate reorganization or debt restructuring (i.e., a when, as and if issued security). When such transactions are negotiated, the price is fixed at the time of the commitment, with payment and delivery taking place in the future, generally a month or more after the date of the commitment. While it will only enter into a forward commitment with the intention of actually acquiring the security, the Fund may sell the security before the settlement date if it is deemed advisable. Securities purchased under a forward commitment are subject to market fluctuation, and no interest (or dividends) accrues to the Fund prior to the settlement date. The Fund will segregate with its custodian cash or liquid securities in an aggregate amount at least equal to the amount of its outstanding forward commitments.

Investments in Real Estate: The Fund may invest a portion of its assets in public and/or private debt investments and other real estate assets or real estate-related securities and obligations. The value of these debt investments and whether and to what extent such investments perform as expected will depend, in part, on the prevailing conditions in the market for real estate investment generally and, in particular, on the value of the underlying real estate asset collateral or real estate-related companies to which such debt investments relate. The real estate industry is cyclical in nature, and a deterioration of real estate fundamentals in the markets in which the Fund invests will have an adverse effect on the performance of the Fund's investments. The value of real estate assets and real estate-related investments can fluctuate for various reasons. Real estate values can be seriously affected by interest rate fluctuations, changes in general and local economic conditions, bank liquidity, the availability of financing, changes in environmental and zoning laws, overbuilding and increased competition, changes in supply and demand fundamentals, an increase in property taxes, casualty or condemnation losses, bankruptcy or financial difficulty of a major tenant, regulatory limitations on rent, increased mortgage defaults and the availability of mortgage funds which may render the sale or refinancing of properties difficult or impracticable. Reductions in value or cash flow could impair the Fund's ability to make distributions to Common Shareholders, adversely impact its ability to effectively achieve its investment objective and reduce overall returns on investments.

Investments in Real Estate Loans: While the Fund intends to invest primarily in "performing" real estate debt securities, real estate loans underlying the securities acquired by the Fund may be non-performing at the time of their acquisition and/or may become non-performing following their acquisition for a wide variety of reasons. Such non-performing real estate loans may require a substantial amount of workout negotiations and/or restructuring, which may entail, among other things, a substantial reduction in the interest rate and a substantial writedown of the principal of such loan. However, even if a restructuring were successfully accomplished, a risk exists that, upon maturity of such real estate loan, replacement "takeout" financing will not be available. Purchases of participations in real estate loans raise many of the same risks as investments in real estate loans and also carry risks of illiquidity and lack of control.

Collateralized Loan Obligations ("CLOs"): The Fund may invest in CLOs and other securitizations, which are generally limited recourse obligations of the issuer ("Securitization Vehicles") payable solely from the underlying assets ("Securitization Assets") of the issuer or proceeds thereof. Holders of equity or other securities issued by

2023 Annual Report
53


OAKTREE DIVERSIFIED INCOME FUND INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2023

Securitization Vehicles must rely solely on distributions on the Securitization Assets or proceeds thereof for payment in respect thereof. Consequently, the Fund will typically not have any direct rights against the issuer of, or the entity that sold, assets underlying the securitization. The Securitization Assets may include, without limitation, broadly syndicated leverage loans, middle-market bank loans, CDO debt tranches, trust preferred securities, insurance surplus notes, asset-backed securities, mortgages, REITs, high-yield bonds, mezzanine debt, second-lien leverage loans, credit default swaps and emerging market debt and corporate bonds, which are subject to liquidity, market value, credit, interest rate, reinvestment and certain other risks.

New Accounting Pronouncements: In June 2022, FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The amendments in this update clarify the guidance in Topic 820 when measuring the fair value of an equity security subject to contractual sale restrictions and introduce new disclosure requirements related to such equity securities. The amendments are effective for fiscal years beginning after December 15, 2023, with early adoption permitted. Management is currently evaluating the impact of this guidance on the Fund's financial statements.

In December 2022, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2022-06, Reference Rate Reform (Topic 848) — Deferral of the Sunset Date of Topic 848 ("ASU 2022-06"). ASU 2022-06 is an amendment to ASU 2020-04, which provided optional guidance to ease the potential accounting burden due to the discontinuation of the LIBOR and other interbank-offered based reference rates and which was effective as of March 12, 2020 through December 31, 2022. ASU 2022-06 extends the effective period through December 31, 2024. Management is currently evaluating the impact, if any, of applying ASU 2022-06.

3.  Derivative Financial Instruments

The Fund may purchase and sell derivative instruments such as exchange-listed and over-the counter put and call options on securities, financial futures, equity, fixed-income and interest rate indices, and other financial instruments. It may purchase and sell financial futures contracts and options thereon. Moreover, the Fund may enter into various interest rate transactions such as swaps, caps, floors or collars and enter into various currency transactions such as forward currency contracts, currency futures contracts, currency swaps or options on currency or currency futures or credit transactions and credit default swaps. The Fund may also purchase derivative instruments that combine features of several of these instruments. The Fund may invest in, or enter into, derivatives for a variety of reasons including to hedge certain market risks, to provide a substitute for purchasing or selling particular securities or to increase potential income gain.

Forward Currency Contracts: A forward currency contract ("forward contract") is an agreement between two parties to buy or sell a currency at an agreed upon price for settlement at a future date. During the period the forward contract is in existence, changes in the value of the forward contract will fluctuate with changes in the currency exchange rates. The forward contract is marked to market daily and these changes are recorded as an unrealized gain or loss. Gain or loss on the purchase or sale of a forward contract is realized on the settlement date.

The Fund invests in forward contracts to hedge against fluctuations in the value of foreign currencies caused by changes in the prevailing currency exchange rates. The use of forward contracts involves the risk that the counterparties may be unable to meet the terms of their contracts and may be negatively impacted from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.

The average quarterly U.S. dollar value of forward currency contracts to be delivered or received during the year ended December 31, 2023 was $38,842,237, which represents the volume of activity during the year.

Credit Default Swap Agreements: Credit default swap agreements may involve greater risks than if the Fund had invested in the reference obligation directly since, in addition to general market risks, credit default swaps are subject to illiquidity risk, counterparty risk and credit risk. A buyer generally also will lose its investment and recover nothing should no credit event occur and the swap is held to its termination date. If a credit event were to occur, the value of any deliverable obligation received by the seller (if any), coupled with the upfront or periodic payments previously


54


OAKTREE DIVERSIFIED INCOME FUND INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2023

received, may be less than the full notional value it pays to the buyer, resulting in a loss of value to the seller. When the Fund acts as a seller of a credit default swap, it is exposed to many of the same risks of leverage described herein since if an event of default occurs, the seller must pay the buyer the full notional value of the reference obligation.

Although the Fund may seek to realize gains by selling credit default swaps that increase in value, to realize gains on selling credit default swaps, an active secondary market for such instruments must exist or the Fund must otherwise be able to close out these transactions at advantageous times. In addition to the risk of losses described above, if no such secondary market exists or the Fund is otherwise unable to close out these transactions at advantageous times, selling credit default swaps may not be profitable for the Fund.

The Fund did not have any swap contracts outstanding during the year ended December 31, 2023.

The following table sets forth the fair value of the Fund's derivative instruments:

Derivatives  

Consolidated Statement of Assets and Liabilities

  Value as of December 31,
2023
 

Forward currency contracts

 

Unrealized appreciation on forward currency contracts

 

$

36,059

   

Forward currency contracts

 

Unrealized depreciation on forward currency contracts

   

(981,823

)

 

The following table sets forth the effect of derivative instruments on the Consolidated Statement of Operations for the year ended December 31, 2023:

Derivatives   Location of Gains (Losses) on
Derivatives Recognized in Income
 

Net Realized Gain (Loss)

  Net Change in
Unrealized Appreciation
(Depreciation)
 

Forward currency contracts

 

Forward currency contracts

 

$

463,395

   

$

(755,545

)

 

The Fund has not offset derivative assets and liabilities or financial assets, including cash, that may be received or paid as part of collateral arrangements. There is no enforceable master netting agreement in place that provides the Fund, in the event of counterparty default, the right to liquidate collateral and the right to offset a counterparty's rights and obligations.

Below is the gross and net information about instruments and transactions eligible for offset in the Consolidated Statement of Assets and Liabilities as well as instruments and transactions subject to an agreement similar to a master netting arrangement:

               

Collateral

     
    Gross
Amounts
  Gross
Amounts
Offset in the
Consolidated
Statement of
Assets and
Liabilities
  Net Amounts
Presented in
the Consolidated
Statement
of Assets and
Liabilities
  Non-Cash
Collateral
(Pledged)
Received
  Collateral
Pledged
(Received)
 

Net Amount

 

Assets:

 

Forward currency contracts

 

$

36,059

   

$

   

$

36,059

   

$

   

$

   

$

36,059

   

Liabilities:

 

Forward currency contracts

 

$

981,823

   

$

   

$

(981,823

)

 

$

   

$

   

$

(981,823

)

 

4.  Investment Advisory Agreement and Transactions with Related Parties

The Fund has entered into an Investment Advisory Agreement (the "Advisory Agreement") with the Adviser under which the Adviser is responsible for the management of the Fund's portfolio and provides the necessary personnel, facilities, equipment and certain other services necessary to the operations of the Fund. The Advisory Agreement provides that the Fund shall pay the Adviser a monthly fee for its services at an annual rate of 1.25% of the Fund's average daily net assets plus the amount of borrowing for investment purposes ("Managed Assets").

2023 Annual Report
55


OAKTREE DIVERSIFIED INCOME FUND INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2023

Pursuant to an operating expense limitation agreement (the "Expense Limitation Agreement"), the Adviser has contractually agreed to waive all or a portion of its investment advisory fees and/or to reimburse certain expenses of the Fund, including organizational expenses and offering costs, to the extent necessary to maintain the Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding any front-end or contingent deferred sales loads, brokerage commissions and other transactional expenses, acquired fund fees and expenses, interest (including, "Interest Payments on Borrowed Funds"), taxes, and extraordinary expenses, such as litigation; and other expenses not incurred in the ordinary course of the Fund's business) at no more than 2.10% for Class D shares and 2.85% for Class T shares. The Expense Limitation Agreement will continue until at least April 30, 2025 and may not be terminated by the Fund or the Adviser before such time. Thereafter, the Expense Limitation Agreement may only be terminated or amended to increase the expense cap, provided that in the case of a termination by the Adviser, the Adviser will provide the Board with written notice of its intention to terminate the arrangement prior to the expiration of its then current term. Any waivers and/or reimbursements made by the Adviser are subject to recoupment from the Fund for a period not to exceed three years after the occurrence of the waiver and/or reimbursement, provided that the Fund may only make repayments to the Adviser if such repayment does not cause the Fund's expense ratio (after the repayment is taken into account) to exceed the lesser of: (1) the expense cap in place at the time such amounts were waived; and (2) the Fund's current expense cap.

The amount of investment advisory fees waived and/or expenses reimbursed available to be recouped before expiration is $263,482 of which $123,219, $6,577, and $133,686 will expire during the years ending December 31, 2024, December 31, 2025, and December 31, 2026, respectively. For the year ended December 31, 2023, the Adviser recouped previously waived eligible expenses of $137,705 which is reflected on the Fund's Consolidated Statement of Operations.

The Fund has entered into an administration agreement ("Administration Agreement") with the Administrator and a sub-administration agreement with U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (the "Sub-Administrator"). The Administrator and the Sub-Administrator perform administrative services necessary for the operation of the Fund, including maintaining certain books and records of the Fund and preparing reports and other documents required by federal, state and other applicable laws and regulations, and providing the Fund with administrative office facilities. The Adviser is responsible for any fees due to the Administrator and the Fund is responsible for any fees due to the Sub-Administrator.

Certain officers and/or directors of the Fund are officers and/or employees of the Administrator.

5.  Purchases and Sales of Investments

For the year ended December 31, 2023, purchases and sales of investments (including principal payups and paydowns), excluding short-term securities and U.S. government securities, were $134,971,296 and $50,180,510, respectively.

For the year ended December 31, 2023, there were no purchases and sales of long-term U.S. Government securities.

6.  Credit Facility

The Fund has established a Senior Secured Revolving Credit Facility (the "Credit Facility") in the aggregate principal amount of up to $75,000,000 with Sumitomo Mitsui Banking Corporation ("Sumitomo") for investment purposes subject to the limitations of the 1940 Act for borrowings by registered investment companies. The Credit Facility stated maturity date is December 31, 2023. The Fund pays interest in the amount of the Secured Overnight Financing Rate plus 1.25% on the Credit Facility outstanding if the borrowing is a Eurodollar Loan as defined in the Credit Facility agreement, or the highest of (i) Sumitomo prime rate as announced by Sumitomo in New York City, (ii) the sum of (x) the Federal Funds Rate plus (y) 1.00%, and (iii) the sum of (x) the London interbank market with a one (1) month maturity plus (y) 1.00%, ("Base Rate") plus 0.25% if the borrowing is a Base Rate Loan as defined in the Credit Facility agreement on the Credit Facility outstanding. The Fund also pays an unused commitment fee of 0.20% on the Credit Facility that is unused. For the year ended December 31, 2023, the Fund amortized $143,084


56


OAKTREE DIVERSIFIED INCOME FUND INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2023

in deferred debt issuance costs and is included in the interest expense on credit facility line on the Fund's Consolidated Statement of Operations.

On November 14, 2023, the Board approved a two-year extension to the Credit Facility with a new stated maturity date of December 31, 2025. The Fund incurred debt issuance costs of $300,000 related to the extension of the Credit Facility that were recorded as a deferred charge and are being amortized over the two year term of the Credit Facility.

As of December 31, 2023, the Fund had outstanding borrowings of $35,000,000. For the year ended December 31, 2023, the components of interest and unused commitment fees expense, average stated interest rates (i.e., rate in effect plus the spread) and average outstanding balances for the Credit Facility were as follows:

Stated interest expense

 

$

1,564,371

   

Unused commitment fees

   

102,584

   

Amortization of debt issuance costs

   

143,084

   

Total interest expense and credit facility fees

 

$

1,810,039

   
Average stated interest rate    

6.47

%

 

Average outstanding balance

 

$

24,164,384

   

According to terms of the Credit Facility agreement, the Fund is required to comply with various covenants, reporting requirements and other customary requirements for similar revolving credit facilities, including, without limitation, covenants related to maintaining a ratio of total assets (less total liabilities other than senior securities representing indebtedness) to senior securities representing indebtedness of the Fund of not less than 300%. These covenants are subject to important limitations and exceptions that are described in the documents governing the Credit Facility. As of December 31, 2023, the Fund was in compliance with the terms of the Credit Facility.

7.  Capital Shares

The Fund is authorized to issue up to 1,000,000,000 shares of common stock, $0.001 par value per share, 500,000,000 of which have been classified as Class D shares and 500,000,000 of which have been classified as Class T shares (collectively, "Shares" and respectively, "Class D shares" and "Class T shares"). As of December 31, 2023, the Adviser owned 68% of the shares outstanding of Class D shares. The Board may, without any action by the shareholders, amend the Charter from time to time to increase or decrease the aggregate number of shares or the number of shares of any class or series that the Fund has authority to issue under the Charter and the 1940 Act. In addition, the Charter authorizes the Board, without any action by the shareholders, to classify and reclassify any unissued common shares and preferred stock into other classes or series of shares from time to time by setting or changing the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption for each class or series. Although the Fund has no present intention of doing so, it could issue a class or series of shares that could delay, defer or prevent a transaction or a change in control of the Fund that might otherwise be in the shareholders' best interests. Under Maryland law, shareholders generally are not liable for the Fund's debts or obligations.

All common shares offered will be, upon issuance, duly authorized, fully paid and nonassessable. Holders of common shares are entitled to receive distributions when authorized by the Board and declared by the Fund out of assets legally available for the payment of distributions. Holders of common shares have no preference, conversion, exchange, sinking fund, redemption or appraisal rights and have no preemptive rights to subscribe for any of the Fund's securities. All common shares have equal distribution, liquidation and other rights. The Fund may offer multiple classes of common shares, which may be subject to differing fees and expenses. Distributions may vary among the classes as a result of the different fee structure of the classes.

8.  Repurchase Offers

As a continuously offered, closed-end interval fund, the Fund has adopted a fundamental investment policy to make offers to repurchase Shares in order to provide liquidity to shareholders. No shareholder will have the right to require the Fund to repurchase its Shares, except as permitted by the Fund's Interval Fund structure. No public market for

2023 Annual Report
57


OAKTREE DIVERSIFIED INCOME FUND INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2023

the Shares exists, and none is expected to develop in the future. Consequently, shareholders generally will not be able to liquidate their investment other than as a result of repurchases of their Shares by the Fund, and then only on a limited basis.

The Fund has adopted, pursuant to Rule 23c-3 under the 1940 Act, a fundamental policy, which cannot be changed without shareholder approval, requiring the Fund to offer to repurchase at least 5% and up to 25% of its Shares at NAV on a quarterly basis. Although the policy permits quarterly repurchases of between 5% and 25% of the Fund's outstanding Shares, the Fund currently expects to offer to repurchase at least 5% of the Fund's outstanding Shares at NAV, which is the minimum amount permitted.

During the year ended December 31, 2023, the Fund completed four quarterly repurchase offers in which the Fund offered to repurchase up to 10% of its outstanding shares. The result of the repurchase offers were as follows:

   

Repurchase Offer #1

 

Repurchase Offer #2

 

Repurchase Offer #3

 

Repurchase Offer #4

 

Commencement Date

 

January 9, 2023

 

April 10, 2023

 

July 10, 2023

 

October 6, 2023

 

Repurchase Request Deadline

 

February 13, 2023

 

May 15, 2023

 

August 14, 2023

 

November 13, 2023

 

Repurchase Pricing Date

 

February 13, 2023

 

May 15, 2023

 

August 14, 2023

 

November 13, 2023

 

Dollar Amount Repurchased

 

$

133,789

   

$

81,247

   

$

801,432

   

$

732,010

   

Shares Repurchased

   

15,066

     

9,212

     

89,947

     

82,527

   

9.  Federal Income Tax Information

The Fund intends to meet the requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Therefore, no federal income or excise tax provision is required. The Fund may incur an excise tax to the extent it has not distributed all of its taxable income on a calendar year basis.

GAAP provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. An evaluation of tax positions taken in the course of preparing the Fund's tax returns to determine whether the tax positions are "more-likely-than-not" of being sustained by the taxing authority is required. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be booked as a tax expense in the current year and recognized as: a liability for unrecognized tax benefits; a reduction of an income tax refund receivable; a reduction of a deferred tax asset; an increase in a deferred tax liability; or a combination thereof. As of December 31, 2023, the Fund has determined that there are no uncertain tax positions or tax liabilities required to be accrued.

The Fund has reviewed the taxable years open for examination (i.e. not barred by the applicable statute of limitations) by taxing authorities of all major jurisdictions, including the Internal Revenue Service. As of December 31, 2023, open taxable periods consisted of the taxable periods ended December 31, 2021, December 31, 2022 and December 31, 2023. No examination of the Fund's tax returns is currently in progress.

Income and capital gain distributions are determined in accordance with federal income tax regulations, which may differ from GAAP.

The federal income tax information referenced below is as of the Fund's most recently completed tax year-end of December 31, 2023.

The tax character of distributions paid for the periods shown below were as follows:

    Year Ended
December 31,
2023
  Year Ended
December 31,
2022
 

Ordinary income

 

$

15,645,010

   

$

10,683,466

   

Total

 

$

15,645,010

   

$

10,683,466

   


58


OAKTREE DIVERSIFIED INCOME FUND INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2023

At December 31, 2023, the Fund's most recently completed tax year-end, the components of net assets (excluding paid-in capital) on a tax basis were as follows:

Capital loss carryforwards(1)

 

$

(4,395,889

)

 
Late year ordinary losses    

(1,097,923

)

 
Other accumulated gains    

18,656

   
Tax basis unrealized depreciation on investments and foreign currency    

(10,453,914

)

 

Total tax basis net accumulated losses

 

$

(15,929,070

)

 

(1)​ To the extent that future capital gains are offset by capital loss carryforwards, such gains will not be distributed.

The Fund deferred, on a tax basis, late year ordinary losses of $1,097,923.

As of December 31, 2023, the Fund had short-term and long-term capital loss carryforwards of $2,645,116 and $1,750,773, respectively. The capital loss carryforwards will not expire.

Federal Income Tax Basis: The federal income tax basis of the Fund's investments, not including foreign currency translations, at December 31, 2023 was as follows:

Cost of Investments  

Gross Unrealized Appreciation

 

Gross Unrealized Depreciation

 

Net Unrealized Depreciation

 
$

275,528,036

   

$

4,512,189

   

$

(14,966,103

)

 

$

(10,453,914

)

 

Capital Account Reclassifications: Because federal income tax regulations differ in certain respects from GAAP, income and capital gain distributions, if any, determined in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes. These differences are primarily due to differing treatments for Section 988 currency. Permanent book and tax differences, if any, will result in reclassifications to paid-in capital or to undistributed capital gains. These reclassifications have no effect on net assets or NAV per share. Any undistributed net income and realized gain remaining at fiscal year end is distributed in the following year.

At December 31, 2023, the Fund's most recently completed tax year-end, the Fund's components of net assets were increased or (decreased) by the amounts shown in the table below:

Paid-in capital  

Accumulated income (losses)

 
$

1,050

   

$

(1,050

)

 

10.  Indemnifications, Commitments and Contingencies

Under the Fund's organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts with its vendors and others that provide for indemnification. The Fund's maximum exposure under these arrangements is unknown, since this would involve the resolution of certain claims, as well as future claims that may be made, against the Fund. Thus, an estimate of the financial impact, if any, of these arrangements cannot be made at this time. However, based on experience, the Fund expects the risk of loss due to these warranties and indemnities to be unlikely.

In conjunction with the ownership of senior loans, the Fund is party to certain credit agreements, which may require the Fund to extend additional loans to investee companies. Commitments to extend credit include loan proceeds the Fund is obligated to advance, such as delayed draws or revolving credit arrangements. Commitments generally have fixed expiration dates or other termination clauses. Unrealized gains or losses associated with unfunded commitments are recorded in the consolidated financial statements and reflected as an adjustment to the fair value of the related security in the Consolidated Schedule of Investments. The par amount of the unfunded commitments is not recognized by the Fund until it becomes funded. The Fund uses the same investment criteria in making these

2023 Annual Report
59


OAKTREE DIVERSIFIED INCOME FUND INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2023

commitments as it does in making investments. The unfunded liability associated with these credit agreements is equal to the amount by which the contractual loan commitment exceeds the sum of the amount of funded debt and cash held in escrow, if any.

11.  Subsequent Events

GAAP requires recognition in the financial statements of the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the Consolidated Statement of Assets and Liabilities. For non-recognized subsequent events that must be disclosed to keep the financial statements from being misleading, the Fund is required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made.

The Fund completed a quarterly repurchase offer in which the Fund offered to repurchase up to 10% of its outstanding shares on February 12, 2024. The result of the repurchase offer was as follows:

   

Repurchase Offer

 

Commencement Date

 

January 8, 2024

 

Repurchase Request Deadline

 

February 12, 2024

 

Repurchase Pricing Date

 

February 12, 2024

 

Dollar Amount Repurchased

 

$

868,825

   
Shares Repurchased    

96,644

   

Management has evaluated subsequent events in the preparation of the Fund's financial statements and has determined that there are no additional events that require recognition or disclosure in the financial statements.


60


OAKTREE DIVERSIFIED INCOME FUND INC.

Report of Independent Registered Public Accounting Firm

To the shareholders and the Board of Directors of Oaktree Diversified Income Fund Inc.

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying the consolidated statement of assets and liabilities of Oaktree Diversified Income Fund Inc. and subsidiary (the "Fund"), including the consolidated schedule of investments, as of December 31, 2023, the related consolidated statements of operations and cash flows for the year then ended, the consolidated statements of changes in net assets for each of the two years in the period then ended, the consolidated financial highlights for the years ended December 31, 2023, 2022, and for the period from November 1, 2021 (commencement of operations) through December 31, 2021, and the related notes to the consolidated financial statements (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2023, and the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for the years ended December 31, 2023, 2022, and for the period from November 1, 2021 (commencement of operations) through December 31, 2021 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2023, by correspondence with the custodian, agent banks and brokers; when replies were not received from agent banks and brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

Deloitte & Touche LLP

Chicago, Illinois
February 27, 2024

We have served as the auditor of one or more Brookfield Public Securities Group LLC's investment companies since 2011.

2023 Annual Report
61


OAKTREE DIVERSIFIED INCOME FUND INC.

Tax Information (Unaudited)

For the year ended December 31, 2023, certain dividends paid by the Fund may be subject to a maximum tax rate of 23.8%, as provided for by the Tax Cuts and Jobs Act of 2017. The percentage of dividends declared from ordinary income designated as qualified dividend income was 0.00%.

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended December 31, 2023 was 0.00%.

The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871(k)(2)(C) was 0.00%.


62


OAKTREE DIVERSIFIED INCOME FUND INC.

Information Concerning Directors and Officers (Unaudited)

The following tables provide information concerning the directors and officers of the Fund.

Directors of the Fund

Name, Address and
Year of Birth
 Position(s) Held with Fund
and Term of Office and
Length of Time Served
 Principal Occupation(s) During Past 5 Years and
Other Directorships Held by Director
 Number of Portfolios
in Fund Complex1
Overseen by Director
 

Independent Trustees

       
Edward A. Kuczmarski
c/o Brookfield Place,
250 Vesey Street,
New York, New York
10281-1023
Born: 1949
 Director and Independent Chair of the Board, Member of the Audit Committee, Member of the Nominating and Compensation Committee
Served Since 2021
 Retired.
Director/Trustee of several investment companies advised by PSG (2011-Present).
  

9

  
Stuart A. McFarland
c/o Brookfield Place,
250 Vesey Street,
New York, New York
10281-1023
Born: 1947
 Director, Member of the Audit Committee, Member of the Nominating and Compensation Committee
Served Since 2021
 Managing Partner of Federal City Capital Advisors (1997-2021).
Director/Trustee of several investment companies advised by PSG (2006-Present); Director of Drive Shack Inc. (formerly, New Castle Investment Corp.) (2002-June 2023); Lead Independent Director of New America High Income Fund (2013-Present); Director of New Senior Investment Group, Inc. (2014-2021); Director of Steward Partners (2017-2021).
  

9

  
Heather S. Goldman
c/o Brookfield Place,
250 Vesey Street,
New York, New York
10281-1023
Born: 1967
 Director, Member of the Audit Committee, Chair of the Nominating and Compensation Committee
Served Since 2021
 CFO of My Flex, Inc., an EQBR company (2022-2023).
Director/Trustee of several investment companies advised by PSG (2013-Present); Board Director of Gesher USA (2015-Present); Member of the Honorary Board of University Settlement House (2014-Present).
  

9

  
William H. Wright II
c/o Brookfield Place,
250 Vesey Street,
New York, New York
10281-1023
Born: 1960
 Director, Chair of the Audit Committee, Member of the Nominating and Compensation Committee
Served Since 2021
 Retired.
Director/Trustee of several investment companies advised by PSG (2020-Present); Director of Alcentra Capital Corporation (1940 Act BDC) (2018-2019); Advisory Director of Virtus Global Dividend & Income Fund, Virtus Global Multi-Sector Income Fund, Virtus Total Return Fund and Duff & Phelps Select Energy MLP Fund (2013-2019); Director of the Carlyle Group, TCG BDC I, Inc., TCG BDC II, Inc. and Carlyle Secured Lending III (2021-Present).
  

9

  
Betty Whelchel
c/o Brookfield Place,
250 Vesey Street,
New York, New York
10281-1023
Born: 1956
 Director, Member of the Audit Committee, Member of the Nominating and Compensation Committee
Since January 1, 2024
 US Head of Public Policy: Regulatory Affairs of BNP Paribas (2016-2019).
Director/Trustee of several investment companies advised by the Adviser (2024-Present); Trustee of Curtis Institute (2005-2023).
  

9

  

2023 Annual Report
63


OAKTREE DIVERSIFIED INCOME FUND INC.

Information Concerning Directors and Officers (Unaudited) (continued)

Name, Address and
Year of Birth
 Position(s) Held with Fund
and Term of Office and
Length of Time Served
 Principal Occupation(s) During Past 5 Years and
Other Directorships Held by Director
 Number of Portfolios
in Fund Complex1
Overseen by Director
 

Interested Director

 
David W. Levi
c/o Brookfield Place,
250 Vesey Street,
New York, New York
10281-1023
Born: 1971
 Director
Served Since 2021
 Chief Executive Officer of PSG (2019-Present); Head of Brookfield Oaktree Wealth Solutions (2021-Present); President of the PSG (2016-2019); Managing Partner of Brookfield (2015-Present).
Director/Trustee of several investment companies advised by PSG (2017-Present).
  

9

  


64


OAKTREE DIVERSIFIED INCOME FUND INC.

Information Concerning Directors and Officers (Unaudited) (continued)

Officers of the Fund

Name, Address and
Year of Birth
 Position(s) Held
with Fund
 Term of Office and
Length of Time
Served
 

Principal Occupation(s) During Past 5 Years

 
Brian F. Hurley*
c/o Brookfield Place,
250 Vesey Street,
New York, New York
10281-1023
Born: 1977
 

President

 

Served since 2021

 

President of several investment companies advised by the Adviser (2014-Present); General Counsel of the Adviser (2017-Present); Managing Director (2014-Present) of the Adviser; Managing Partner of Brookfield (2016-Present); Director of Brookfield Soundvest Capital Management (2015-2018).

 
Casey P. Tushaus*
c/o Brookfield Place,
250 Vesey Street,
New York, New York
10281-1023
Born: 1982
 

Treasurer

 

Served since 2021

 

Treasurer of several investment companies advised by the Adviser (2021-Present); Assistant Treasurer of several investment companies advised by the Adviser (2016-2021); Vice President of the Adviser (2014-2021); Director of the Adviser (2021-Present).

 
Craig A. Ruckman*
c/o Brookfield Place
250 Vesey Street,
New York, New York
10281-1023
Born: 1977
 

Secretary

 

Served since 2022**

 

Secretary of several investment companies advised by the Adviser (November 2022-Present); Managing Director of the Adviser (October 2022-Present); Director of Allianz Global Investors U.S. Holdings LLC (2016-2022); Assistant Secretary of 63 funds in the Allianz Global Investors Fund Complex (2017-2020); and Chief Legal Officer of Allianz Global Investors Distributors LLC (2019-2022).

 
Adam R. Sachs*
c/o Brookfield Place,
250 Vesey Street,
New York, New York
10281-1023
Born: 1984
 

Chief Compliance Officer ("CCO")

 

Served since 2021

 

CCO of several investment companies advised by the Adviser (2017-Present); Director of the Adviser (2017-Present); CCO of Brookfield Investment Management (Canada) Inc. (2017-Present).

 
Mohamed S. Rasul*
c/o Brookfield Place,
250 Vesey Street,
New York, New York
10281-1023
Born: 1981
 

Assistant Treasurer

 

Served since 2021

 

Assistant Treasurer of several investment companies advised by the Adviser (2016-Present); Vice President of the Adviser (2019-Present); Assistant Vice President of the Adviser (2014-2019).

 

* Interested person as defined by the 1940 Act because of affiliations with Brookfield Public Securities Group LLC, Adviser of the Fund.

** Craig A. Ruckman was appointed by the Board as the Secretary of the Fund on November 17, 2022.

1​ The Fund Complex is comprised of Brookfield Investment Funds (six series of underlying portfolios), Brookfield Real Assets Income Fund Inc., Brookfield Infrastructure Income Fund Inc. and Oaktree Diversified Income Fund Inc.

The Fund's Statement of Additional Information includes additional information about the directors, and is available, without charge, upon request by calling 1-855-777-8001.

2023 Annual Report
65


OAKTREE DIVERSIFIED INCOME FUND INC.

Dividend Reinvestment Plan (Unaudited)

The Fund intends to distribute substantially all of its net investment income to shareholders in the form of dividends. The Fund intends to declare and pay distributions quarterly from net investment income. In addition, the Fund intends to distribute any net capital gains earned from the sale of portfolio securities to shareholders no less frequently than annually. Net short-term capital gains may be paid more frequently. Unless Common Shareholders specify otherwise, dividends will be reinvested in Shares of the Fund in accordance with the Fund's dividend reinvestment plan. The Fund may pay distributions from sources that may not be available in the future and that are unrelated to the Fund's performance, such as from offering proceeds and/or borrowings.

The Fund has adopted a Dividend Reinvestment Plan (the "Plan") that provides that, unless Common Shareholders elect to receive their distributions in cash, they will be automatically reinvested by U.S. Bancorp Fund Services, LLC (the "Plan Administrator"), in additional Shares. If Common Shareholders elect to receive distributions in cash, they will receive them paid by check mailed directly to them by the Plan Administrator. The Plan Administrator can be contacted through mail by writing to U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-0701 or by phone at 1-855-862-5873.

Shares received under the Plan will be issued to Common Shareholders at their NAV on the ex-dividend date; there is no sales or other charge for reinvestment. Common Shareholders are free to withdraw from the Plan and elect to receive cash at any time by giving written notice to the Plan Administrator or by contacting the broker or dealer, who will inform the Fund.

The Plan Administrator provides written confirmation of all transactions in the shareholder accounts in the Plan, including information Common Shareholders may need for tax records. Any proxy Common Shareholders receive will include all Shares received under the Plan.

Automatically reinvested dividends and distributions are taxed in the same manner as cash dividends and distributions.

The Fund and the Plan Administrator reserve the right to amend or terminate the Plan. There is no direct service charge to participants in the Plan; however, the Fund reserves the right to amend the Plan to include a service charge payable by the participants. If the Plan is amended to include such service charges, the Plan Administrator will include a notification to registered holders of Shares with the Plan Administrator.

Additional information about the Plan may be obtained from the Plan Administrator.


66


OAKTREE DIVERSIFIED INCOME FUND INC.

Joint Notice of Privacy Policy (Unaudited)

Brookfield Public Securities Group LLC ("PSG"), on its own behalf and on behalf of the funds managed by PSG and its affiliates, recognizes and appreciates the importance of respecting the privacy of our clients and shareholders. Our relationships are based on integrity and trust and we maintain high standards to safeguard your non-public personal information ("Personal Information") at all times. This privacy policy ("Policy") describes the types of Personal Information we collect about you, the steps we take to safeguard that information and the circumstances in which it may be disclosed.

If you hold shares of the Fund through a financial intermediary, such as a broker, investment adviser, bank or trust company, the privacy policy of your financial intermediary will also govern how your Personal Information will be shared with other parties.

WHAT INFORMATION DO WE COLLECT?

We collect the following Personal Information about you:

•  Information we receive from you in applications or other forms, correspondence or conversations, including but not limited to name, address, phone number, social security number, assets, income and date of birth.

•  Information about transactions with us, our affiliates, or others, including but not limited to account number, balance and payment history, parties to transactions, cost basis information, and other financial information.

•  Information we may receive from our due diligence, such as your creditworthiness and your credit history.

WHAT IS OUR PRIVACY POLICY?

We may share your Personal Information with our affiliates in order to provide products or services to you or to support our business needs. We will not disclose your Personal Information to nonaffiliated third parties unless 1) we have received proper consent from you; 2) we are legally permitted to do so; or 3) we reasonably believe, in good faith, that we are legally required to do so. For example, we may disclose your Personal Information with the following in order to assist us with various aspects of conducting our business, to comply with laws or industry regulations, and/or to effect any transaction on your behalf;

•  Unaffiliated service providers (e.g. transfer agents, securities broker-dealers, administrators, investment advisors or other firms that assist us in maintaining and supporting financial products and services provided to you);

•  Government agencies, other regulatory bodies and law enforcement officials (e.g. for reporting suspicious transactions);

•  Other organizations, with your consent or as directed by you; and

•  Other organizations, as permitted or required by law (e.g. for fraud protection).

When we share your Personal Information, the information is made available for limited purposes and under controlled circumstances designed to protect your privacy. We require third parties to comply with our standards for security and confidentiality.

HOW DO WE PROTECT CLIENT INFORMATION?

We restrict access to your Personal Information to those persons who require such information to assist us with providing products or services to you. It is our practice to maintain and monitor physical, electronic, and procedural safeguards that comply with federal standards to guard client nonpublic personal information. We regularly train our employees on privacy and information security and on their obligations to protect client information.

CONTACT INFORMATION

For questions concerning our Privacy Policy, please contact our client services representative at 1-855-777-8001.

2023 Annual Report
67


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CORPORATE INFORMATION

Investment Adviser

Oaktree Fund Advisors, LLC

333 South Grand Avenue, 28th Floor

Los Angeles, California 90071

www.oaktreefunds.com

Administrator

Brookfield Public Securities Group LLC

Brookfield Place

250 Vesey Street, 15th Floor

New York, New York 10281-1023

www.brookfield.com

Please direct your inquiries to:

Investor Relations

Phone: 1-855-777-8001

E-mail: publicsecurities.enquiries@brookfield.com

Transfer Agent

Shareholder inquiries relating to distributions, address changes and shareholder account information should be directed to the Fund's transfer agent:

U.S. Bancorp Fund Services, LLC

615 East Michigan Street

Milwaukee, Wisconsin 53202

1-855-862-5873

Fund Accounting Agent & Sub-Administrator

U.S. Bancorp Fund Services, LLC

615 East Michigan Street

Milwaukee, Wisconsin 53202

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

111 South Wacker Drive

Chicago, Illinois 60606

Legal Counsel

Paul Hastings LLP

200 Park Avenue

New York, New York 10166

Custodian

U.S. Bank National Association

1555 North RiverCenter Drive, Suite 302

Milwaukee, Wisconsin 53212

Distributor

Quasar Distributors, LLC

111 East Kilbourn Avenue, Suite 2200

Milwaukee, Wisconsin 53202

Directors of the Fund

   

Edward A. Kuczmarski

 

Chair of Board of Directors

 

William H. Wright II

 

Chair of Audit Committee

 

Heather S. Goldman

 

Chair of Nominating and Compensation Committee

 

Stuart A. McFarland

 

Director

 

Betty Whelchel

 

Director

 

David W. Levi

 

Director (Interested)

 

Officers of the Fund

Brian F. Hurley

 

President

 

Casey P. Tushaus

 

Treasurer

 

Craig A. Ruckman

 

Secretary

 

Adam R. Sachs

 

Chief Compliance Officer

 

Mohamed S. Rasul

 

Assistant Treasurer

 

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-PORT. The Fund's Forms N-PORT are available on the SEC's website at www.sec.gov.

You may obtain a description of the Fund's proxy voting policies and procedures, information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge, upon request by calling 1-855-777-8001, or go to the SEC's website at www.sec.gov.


Administrator

Brookfield Public Securities Group LLC
Brookfield Place

250 Vesey Street, 15th Floor

New York, New York 10281-1023

1-855-777-8001

www.brookfield.com

Adviser

Oaktree Fund Advisors, LLC
333 South Grand Avenue, 28th Floor
Los Angeles, California 90071
1-213-830-6300
www.oaktreecapital.com


 

(b) Not applicable.

 

Item 2. Code of Ethics.

 

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer. The registrant has not made any substantive amendments to its code of ethics during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.

 

The registrant undertakes to provide to any person without charge, upon request, a copy of its code of ethics by contacting Investor Relations at (855) 777-8001 or by writing to Secretary, Oaktree Diversified Income Fund Inc., Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023.

 

Item 3. Audit Committee Financial Expert.

 

The registrant’s Board of Directors has determined that there is at least one audit committee financial expert serving on its audit committee. Stuart A. McFarland, Edward A. Kuczmarski, William H. Wright II and Heather S. Goldman each qualify as “audit committee financial experts” and are considered to be “independent” as each term is defined in Item 3 of Form N-CSR.

 

Item 4. Principal Accountant Fees and Services.

 

The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past two fiscal years. “Audit services” refer to performing an audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. The following table details the aggregate fees billed or expected to be billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.

 

   FYE 12/31/2023   FYE 12/31/2022 
( a ) Audit Fees  $209,940   $178,000 
( b ) Audit-Related Fees  $0   $0 
( c ) Tax Fees  $11,330   $10,300 
( d ) All Other Fees  $0   $0 

 

(e)(1) The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve all audit and non-audit services of the registrant, including services provided to any entity affiliated with the registrant.

 

 

 

(e)(2) The percentage of fees billed by Deloitte & Touche LLP (“Deloitte”) applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:

 

   FYE 12/31/2023   FYE 12/31/2022 
Audit-Related Fees   0%   0%
Tax Fees   0%   0%
All Other Fees   0%   0%

 

(f) All of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full-time permanent employees of the principal accountant.

 

(g) The aggregate fees billed by Deloitte for the fiscal years ended December 31, 2023 and December 31, 2022, for non-audit services rendered to the registrant and the registrant’s investment adviser and administrator were $11,330 and $10,300, respectively. For the fiscal years ended December 31, 2023 and December 31, 2022, these amounts reflect the amounts disclosed above in (b), (c) and (d), plus $0 and $0, respectively, in fees billed to the registrant’s investment adviser for non-audit services that did not relate directly to the operations and financial reporting of the registrant.

 

(h) The audit committee of the Board of Directors has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser is compatible with maintaining the principal accountant's independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.

 

(i) Not applicable

 

(j) Not applicable

 

Item 5. Audit Committee of Listed Registrants.

 

(a) The registrant is an issuer as defined in Rule 10A-3 under the Securities Exchange Act of 1934, (the “Act”) and has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Act. The independent members of the committee are as follows: Stuart A. McFarland, Edward A. Kuczmarski, Heather S. Goldman and William H. Wright II. As of January 1, 2024, Betty Whelchel joined the Board of Directors as an Independent Director and is an Independent Member of the Audit Committee.

 

(b) Not applicable.

 

Item 6. Investments.

 

(a)Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.

 

(b)Not Applicable.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Clients often grant Oaktree Fund Advisors, LLC (“Oaktree”) the authority to vote proxies on their behalf. Proxy statements increasingly contain controversial issues involving shareholder rights and corporate governance, among others, which deserve careful review and consideration. Oaktree has adopted and implemented policies and procedures that are reasonably designed to ensure that proxies are voted in the best interest of investors and clients, in accordance with our fiduciary duties and SEC Rule 206(4)6 under the Advisers Act. Our authority to vote the proxies of our clients is established by the investment management agreements or similar documents.

 

 

 

Oaktree maintains written proxy voting guidelines, which are amended as necessary. The proxy voting guidelines address a broad range of issues, including the selection of directors, executive compensation, proxy contests and tender offer defenses. We generally vote in the manner as noted within the guidelines, unless a different vote is deemed prudent under the specific circumstances, taking into consideration the contractual obligations under any investment management agreement, or other comparable document, and all other relevant facts and circumstances at the time of the vote. It is our policy to perform a detailed review of each proxy statement when considering the voting recommendations of the guidelines.

 

1. Delegation of Voting Responsibility and Account Set Up

 

It is the responsibility of the Legal personnel who prepares or reviews an investment management agreement, or other comparable document, to ensure that such agreement, prior to, or at the time of execution, assigns responsibility of voting proxies, whether it be retained by the client or delegated to Oaktree.

 

There may be certain instances in which Oaktree’s authority to vote proxies may be limited and as such the proxy voting guidelines may not be followed or a vote may not be placed. Such occasions may include, but are not limited to, when (i) the client has mandated that Oaktree vote in accordance with their proxy voting guidelines; or (ii) the client has chosen to participate in a securities lending program that may result in voting authority being lost if a particular security is out on loan on the record date. In the case where a Managed Account client has requested that Oaktree vote proxies in accordance with their guidelines, the Legal personnel reviewing the investment management agreement shall ensure that such guidelines are received from the client prior to funding of the account. Additionally, Oaktree may in its discretion, under certain limited facts and circumstances, abstain from voting proxies on behalf of its clients. Such facts and circumstances are documented and maintained as evidence for abstaining from the proxy vote.

 

Upon receipt of an investment management agreement, or other comparable document, the Compliance department sends the appropriate proxy voting provisions to the Corporate Actions department. The Corporate Actions department is responsible for preparing the Proxy Account Guidelines Matrix which details the voting responsibility for each Managed Account/Managed Fund and any other relevant details. The Corporate Actions department ensures that, for those Managed Accounts/Managed Funds for which Oaktree has been delegated voting authority, contact is made with the appropriate custodian bank and/or benefit plan trustee in order to receive proxy statements.

 

 

 

2. Voting Procedures

 

Determination of Vote

 

Proxies are generally considered by the investment professional responsible for monitoring the security being voted. The Corporate Actions personnel responsible for proxies (with the exception of the Emerging Markets Equities strategy, which handles the proxies relating to their investments) deliver to such investment professional the proxy statement, the proxy voting guidelines and the Proxy Voting Form. The Proxy Voting Form serve as Oaktree’s record of the following information:

 

  (i) whether the investment was held as a passive investment or considered a significant holding;

 

  (ii) whether any material conflict of interest existed in connection with the vote (see further discussion below for description of the procedures to be followed in the instance of such occurrence);

 

  (iii) documentation of the vote for each proposal, including any additional document created or utilized, if any, that was material to arriving at such a determination; and

 

  (iv) documentation of the basis and rationale of the vote when the proxy voting guidelines were not followed, including the reasons why such guidelines were not used.

 

Once the investment professional has completed his or her analysis, documented the vote, the basis for such vote and signed the form, it should be forwarded to designated Compliance personnel for review. Such personnel ensure that all required documentation has been included, the vote is in accordance with the proxy voting guidelines, or if not, documentation supporting such exception has been created. The information is then sent to Compliance personnel for a final review, which is evidenced in the proxy documentation.

 

Corporate Actions personnel (with the exception of the Emerging Markets Equities investment strategy, which handles the proxies relating to their investments) then takes the recommended vote from the Proxy Voting Form and submit/transmit such vote(s) online unless the securities are held in physical form. If they are held in physical form, the custodian banks will provide the physical proxy ballots to Oaktree for approval and election. Oaktree will then forward the completed proxy ballots to the agent by mail in a timely manner. Copies of all such documents must be maintained to evidence submission of each proxy vote (see discussion under record- keeping below for additional guidance).

 

The Emerging Markets Equities investment strategy follows a similar process in which proxies are processed by the relevant Operations personnel and forwarded to the investment professional for consideration. Once the investment professional has completed his or her analysis, documented the vote, the rationale for such vote, and completed the Proxy Voting Form and received approval as necessary, the documentation is forwarded to designated Compliance personnel for review and approval. Once approval is received, the relevant Operations personnel then takes the recommended vote from the approved Proxy Voting Form and submit/transmit such vote(s) online.

 

Oaktree endeavors, on a best efforts basis, to vote all proxies for which it has proxy voting authority in accordance with the applicable deadlines. Nevertheless, from time to time, proxies may not be voted or are not voted in a timely manner due to various factors, for example receiving proxy notices late or after the cut-off time for voting, not receiving sufficient information regarding proxy matters or certain custodian policies and restrictions.

 

 

 

Conflicts of Interest

 

Occasions may arise where a person or organization involved in the proxy voting process may have a conflict of interest. A conflict of interest may exist, for example if Oaktree has a business relationship with (or is actively soliciting business from) either the company soliciting the proxy, a third party that has a material interest in the outcome of a proxy vote or that is actively lobbying for a particular outcome of a proxy vote. Any person with knowledge of a personal conflict of interest (e.g. familial relationship with company management) regarding a particular proxy vote must notify Legal or Compliance personnel.

 

Appropriate members of the Legal and/or Compliance department review such circumstances to determine if a material conflict exists and address any such conflict by: (i) identifying the potential material conflict of interest on the proxy voting form; and (ii)  implementing appropriate procedures to address such material conflict of interest. Such procedures may include, but not limited to: (i) having the investment professional remove him or herself from the voting process to be replaced with another research analyst not directly involved; (ii) disclose the conflict to the client and obtain their consent prior to voting; or (iii) a determination that the conflict is not material as neither Oaktree nor Managed Accounts/Managed Funds owns more than 5% of the outstanding class of securities subject to the vote.

 

3. Tracking Procedures

 

The Corporate Actions or Trade Support/Operations personnel in each investment strategy in charge of proxies have been delegated the responsibility of communicating with each Managed Account/Managed Fund” custodian bank, prime broker and/or benefit plan trustee to ensure that all proxies are received and for the correct amount of holdings. In addition, such personnel are responsible for ensuring that proxies are responded to in a timely manner and for transmitting appropriate voting instructions to the correct party. Information is documented on a Proxy Tracking Form as follows:

 

  (i) Matching proxies received with stock holdings on the record date as indicated on the proxy card to internal holding reports;

 

  (ii) Documenting reasons as to why proxies were not received for any stock holdings; and

 

  (iii) Recording the dates on which votes were submitted for each Managed Account/Managed Fund.

 

In addition to the above, Compliance personnel confirms whether the shares subject to the proxy are held by more than one investment strategy. If the position is cross-held, Compliance personnel may instruct coordination of the vote between the various investment strategies where the combined position is material (more than 5% of the outstanding class of securities subject to the vote). The ultimate decision to coordinate voting requires an evaluation of the relevant facts and circumstances with the relevant portfolio managers and Legal personnel.

  

4. Disclosure to Clients

 

Oaktree clients that request additional information regarding our proxy voting policies and procedures, or details on how we have voted specific proxies, can forward their written requests to the attention of the Chief Compliance Officer at Oaktree Capital Management, L.P., 333 South Grand Avenue, Los Angeles, California, 90071, or via facsimile at (213) 8306296. Disclosure of this option to clients is made through our Form ADV Part 2A. It is Oaktree’s policy not to release proxy voting information to third parties.

 

 

 

In the event a request is received, the Compliance department will forward such requests from clients to the appropriate Corporate Actions personnel or Trade Support/Operations personnel in charge of proxies to facilitate and maintain the requested information.

 

5. Recordkeeping

 

Documentation that Oaktree has voted all proxies for Managed Accounts/Managed Funds for which it has proxy voting authority is maintained by the Corporate Actions or Trade Support/Operations personnel responsible for proxies. Such documentation includes for each proxy voted:

 

  (i) The proxy statement;

 

  (ii) Proxy Voting Form indicating voting response, the basis and rationale for such vote, and any documentation or materials used in determining the vote;

 

  (iii) Proxy Tracking Form indicating Managed Accounts/Managed Funds’ names, shares owned on record date, date voted, method of voting; and if Oaktree did not vote for a particular Managed Account/Managed Fund the reasons behind such action; and

 

  (iv) List of client requests for proxy voting information.

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

 

Investment Team – Portfolio Managers

 

Portfolio Managers

 

Bruce Karsh, Wayne Dahl, Armen Panossian, Danielle Poli, and David Rosenberg manage the Fund. Bruce Karsh is the lead portfolio manager for the Fund. Their professional backgrounds are below.

 

Bruce Karsh

Co-Founder, Chief Investment Officer and Portfolio Manager

 

Mr. Karsh is Oaktree’s Co-Chairman and one of the firm’s co-founders. He also is Chief Investment Officer and serves as portfolio manager for Oaktree’s Opportunities, Value Opportunities and Global Credit strategies, including the Oaktree Diversified Income Fund. Prior to co-founding Oaktree, Mr. Karsh was a managing director of TCW Asset Management Company, and the portfolio manager of the Special Credits Funds from 1988 until 1995. Prior to joining TCW, Mr. Karsh worked as Assistant to the Chairman of SunAmerica, Inc. Prior to that, he was an attorney with the law firm of O’Melveny & Myers. Before working at O’Melveny & Myers, Mr. Karsh clerked for the Honorable Anthony M. Kennedy, then of the U.S. Court of Appeals for the Ninth Circuit and retired Associate Justice of the U.S. Supreme Court. Mr. Karsh holds an A.B. degree in economics summa cum laude from Duke University, where he was elected to Phi Beta Kappa. He went on to earn a J.D. from the University of Virginia School of Law, where he served as Notes Editor of the Virginia Law Review and was a member of the Order of the Coif. Mr. Karsh serves on the boards of a number of privately held companies. He is a member of the investment committee of the Broad Foundations. Mr. Karsh is Trustee Emeritus of Duke University, having served as Trustee from 2003 to 2015, and as Chairman of the Board of DUMAC, LLC, the entity that managed Duke’s endowment, from 2005 to 2014.

 

 

 

Wayne Dahl

Managing Director and Co-Portfolio Manager

 

Mr. Dahl serves as a portfolio manager within our Global Credit and Investment Grade Solutions strategies and is a founding member of the Global Credit Investment Committee. Mr. Dahl joined Oaktree in 2016 from Prosiris Capital Management in New York, where he was the Chief Risk Officer.  Prior thereto, Mr. Dahl was Head of Risk Management for Canyon Capital Advisors in Los Angeles for nine years where he developed, implemented and managed the firm’s risk measurement and reporting systems across all investment strategies. Mr. Dahl began his career at Rumson Capital in quantitative research and development focused on the convertible arbitrage strategy. He received his B.A. degree in economics with a minor in mathematics from Brigham Young University and his Master of Science in Mathematics in Finance degree from New York University’s Courant Institute of Mathematical Science.

 

Armen Panossian

Co-Chief Executive Officer, Head of Performing Credit and Co-Portfolio Manager

 

Mr. Panossian serves as co-Chief Executive Officer, primarily focused on overseeing the organization and performance of Oaktree’s investment teams. He is also Head of Performing Credit, where his responsibilities include oversight of the firm’s liquid and private credit strategies and as a portfolio manager within the Global Private Debt and Global Credit strategies. Mr. Panossian joined Oaktree’s Global Opportunities group in 2007. In January 2014, he joined the U.S. Senior Loans team to assume co-portfolio management responsibilities and lead the development of Oaktree’s CLO business. He became head of all performing credit in 2019. Mr. Panossian joined Oaktree from Pequot Capital Management, where he worked on their distressed debt strategy. Mr. Panossian holds a B.A. degree in economics with honors and distinction from Stanford University, where he was elected to Phi Beta Kappa; an M.S. degree in health services research from Stanford Medical School; a J.D. degree from Harvard Law School; and an M.B.A. from Harvard Business School. Mr. Panossian serves on the Advisory Board of the Stanford Institute for Economic Policy Research. He is a member of the State Bar of California.

 

David Rosenberg

Managing Director and Co-Portfolio Manager

 

Mr. Rosenberg serves as a co-portfolio manager of Oaktree’s U.S. High Yield Bond, Global High Yield Bond and Investment Grade Solutions strategies. He also serves as a co-portfolio manager of the Global Credit strategy and is a founding member of its Investment Committee. Mr. Rosenberg joined Oaktree in 2004 following graduation from the University of Southern California with an M.B.A. in business administration. Before attending graduate school, he served as an associate in the Franchise Systems Finance Group at J.P. Morgan. Mr. Rosenberg also holds an M.P.A. in professional accounting with a concentration in finance and a B.A. degree in business administration from the University of Texas at Austin. He is a Certified Public Accountant (inactive).

 

 

 

Danielle Poli

Managing Director and Co-Portfolio Manager

 

Ms. Poli is a managing director and portfolio manager within Oaktree’s Global Credit strategy. She is a founding member of the strategy, having helped design its portfolio management processes and having served as a member of the Global Credit Investment Committee since 2017. Ms. Poli has led the expansion of the firm’s multi-asset credit offerings, including a product for Brookfield Oaktree Wealth Solutions which she has co-managed since 2021. In addition, Ms. Poli oversaw Oaktree’s product management activities globally across Credit, Private Equity, Real Assets and Listed Equities from 2019 to 2023. Prior to joining Oaktree in 2014, Ms. Poli earned her M.B.A. at the UCLA Anderson School of Management, where she received the Laurence and Lori Fink Investment Management Fellowship. Prior thereto, she worked at PAAMCO KKR Prisma (formerly PAAMCO) where Ms. Poli helped manage hedge fund portfolios for institutional clients. Ms. Poli holds a B.S. degree in business administration from the University of Southern California and is a CAIA charterholder.

 

Management of Other Accounts

 

The table below identifies the number of accounts (other than the Fund) for which the Fund’s portfolio managers have day-to-day management responsibilities and the total assets in such accounts, within each of the following categories: registered investment companies, other pooled investment vehicles, and other accounts. For each category, the number of accounts and total assets in the accounts where fees are based on performance is also indicated as of December 31, 2023.

 

Portfolio
Manager
  Number of
Registered
Investment
Companies
Managed
and
Total Assets
for such
Accounts*
  Beneficial Ownership
of Equity Securities
in Funds Managed by
each Portfolio Manager
  Number of
Other
Pooled
Investment
Vehicles
Managed
and
Total Assets
for such
Accounts*
  Number of
Other
Accounts
Managed
and
Total
Assets
for such
Accounts*, **
Bruce Karsh  -  -  14 / $45,326  27 / $9,390
Wayne Dahl  -  -  -  -
Armen Panossian  -  -  10 / $13,516  38 / $23,264
Danielle Poli  -  -  -  -
 David Rosenberg  1 / $27  -  8 / $4,905  58 / $19,650

 

* Assets in $ millions

** Represents separate accounts.

 

 

 

Share Ownership

 

The following table indicates the dollar range of securities of the Registrant owned by the Registrant’s portfolio managers as of December 31, 2023.

 

  Dollar Range of Securities Owned
Bruce Karsh  None
Wayne Dahl  None
Armen Panossian  None
Danielle Poli  None
David Rosenberg  None

 

Potential Conflicts of Interest

 

In the course of providing investment management services, Oaktree and all principals, partners, officers, employees of Oaktree, as well as certain consultants and other external service providers, and its affiliates (collectively, “Oaktree Representatives”), likely will come into possession of material, nonpublic information which, if disclosed, might affect an investor’s decision to buy, sell or hold a security. Under applicable law, Oaktree and Oaktree Representatives may be prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any other person, including the Fund. In addition, certain accounts have acquired, and may in the future acquire, interests in companies that provide services to one or more other accounts. The payment of fees by accounts to a service provider owned in whole or in part by other accounts may give rise to potential conflicts of interest to the extent Oaktree directed or initiated such transaction. If Oaktree believes such instances may give rise to a conflict of interest, Oaktree will address such conflicts based on the facts and circumstances presented by each situation and attempt to employ measures to ensure that the accounts using the company’s services are charged arm’s-length prices for the services they receive. Such measures may include, where appropriate, having the company’s management control the negotiation of fees with the accounts to which services are provided and/or obtaining a “most favored nations” clause so that the accounts will automatically receive the benefit of the most favorable fees charged by the service provider to similarly situated clients. Oaktree and its employees may also receive certain benefits, such as discounts on products or services from companies in which an Oaktree account holds a significant ownership interest.

 

Conflicts Relating to Brookfield Asset Management. In 2019, Brookfield acquired a majority interest in Oaktree. Oaktree is a wholly owned subsidiary of Brookfield. Together, Brookfield and Oaktree provide investors with one of the most comprehensive offerings of alternative investment products available today. While partnering to leverage one another’s strengths, Oaktree operates as an independent business within the Brookfield family, with its own product offerings and investment, marketing, and support teams. Brookfield and Oaktree have continued to operate their respective investment businesses largely independently, with each remaining under its own brand and led by its own management and investment teams. Brookfield and Oaktree manage their investment team independently of each other pursuant to an information barrier. Oaktree accounts and their portfolio companies sometimes engage in activities and have business relationships that give rise to conflicts (and potential conflicts) of interest between them, on the one hand, and, Brookfield and Brookfield’s clients (together, “Brookfield Accounts”) and their portfolio companies on the other hand. For so long as Brookfield and Oaktree manage their investment teams independently of each other pursuant to an information barrier, Oaktree,

 

 

 

Oaktree accounts and their respective portfolio companies generally will not be treated as affiliates of Brookfield, Brookfield Accounts and their portfolio companies, and conflicts (and potential conflicts) considerations, including in connection with allocation of investment opportunities, investment and trading activities, and agreements, transactions and other arrangements entered into with Oaktree, Oaktree accounts and their portfolio companies, generally will be managed in accordance with disclosures set out in the governing documents and independently.

 

There is (and in the future will continue to be) overlap in investment strategies and investments pursued by Oaktree and Brookfield. Nevertheless, Oaktree generally does not coordinate or consult with Brookfield with respect to investment decisions of Oaktree accounts. While this absence of coordination and consultation, and the information barrier described above, in some respects serves to mitigate conflicts of interests between Oaktree and Brookfield, these same factors also give rise to certain conflicts and risks in connection with Brookfield’s and Oaktree’s investment activities, and make it more difficult to mitigate, ameliorate or avoid such situations. For example, because neither Brookfield nor Oaktree generally coordinate or consult with the other about investment activities and/or decisions made by the other, and neither Brookfield nor Oaktree is subject to any internal approvals over its respective investment activities and decisions by any person who would have knowledge and/or decision-making control of the investment decisions of the other, Brookfield will pursue investment opportunities for Brookfield Accounts which would also be suitable for Oaktree accounts, but which are not made available to such Oaktree accounts. Brookfield Accounts and Oaktree accounts compete, from time to time, for the same investment opportunities. Such competition could, under certain circumstances, adversely impact the purchase price of investments. Brookfield has no obligation to, and generally will not, share investment opportunities that would also be suitable for the Oaktree accounts, and Oaktree and Oaktree accounts have no rights with respect to any such opportunities.

 

In addition, Brookfield is not restricted from forming or establishing new Brookfield Accounts, such as additional funds or successor funds, which directly compete with Oaktree accounts for investment opportunities. Brookfield Accounts also are not restricted from pursuing investment opportunities based in whole or in part on information, support and knowledge provided directly or indirectly by Oaktree. For example, Oaktree may provide Brookfield, from time to time, with access to marketing-related support, including, for example, introductions to investor relationships and other marketing facilitation activities. Such Brookfield Accounts could compete with or otherwise conduct their affairs without regard to any adverse impact on Oaktree accounts. In addition, Brookfield Accounts are permitted to make investments suitable for Oaktree accounts without the consent of the Oaktree accounts or Oaktree. From time to time, Brookfield Accounts and Oaktree accounts may purchase or sell an investment from or to each other, as well as jointly pursue investments.

 

In addition, from time to time, Brookfield Accounts hold interests in investments held by Oaktree accounts (or potential Oaktree account investments) and/or subsequently purchase (or sell) an interest in an investment held by Oaktree accounts (or potential Oaktree account investments). In such situations, Brookfield Accounts could benefit from Oaktree accounts’ activities. Conversely, Oaktree accounts could be adversely impacted by Brookfield’s activities. In addition, as a result of different investment objectives, views and/or interests in investments, Brookfield may manage certain Brookfield Accounts’ investments in particular issuers in a way that is different from Oaktree accounts’ investments in the same issuers (including, for example, by investing in different portions of the issuer’s capital structure, short selling securities, voting securities or exercising rights it holds in a different manner and/or buying or selling its interests at different times than the Oaktree accounts), which could adversely impact Oaktree accounts’ interests. Brookfield and its affiliates may take positions, give advice and provide recommendations that are different from, and potentially contrary to, those which are taken by, given or provided to Oaktree accounts, and are expected to hold interests that potentially are adverse to those held by Oaktree accounts. Brookfield has no obligation or duty to make available for the benefit of Oaktree accounts any information regarding its activities, strategies and/or views.

 

 

 

Brookfield and Oaktree are likely to be deemed to be affiliates of each other for purposes of certain laws and regulations, notwithstanding their operational independence and the existence of an information barrier between them, and from time to time Brookfield Accounts and Oaktree accounts will have positions (which in some cases will be significant) in the same issuers. In those cases Brookfield and Oaktree will frequently need to aggregate their investment holdings, including holdings of Brookfield Accounts and Oaktree accounts, for certain securities law purposes (including trading restrictions under Rule 144 under the Securities Act, reporting obligations under Section 13 of the Exchange Act and reporting and short-swing.

 

Portfolio Manager Compensation

 

The compensation structure of the Portfolio Managers is determined by Oaktree in accordance with its own internal policies. All other Portfolio Managers receive a salary that is capped so that a significant portion of their compensation is derived from their bonus, which is a function of Oaktree’s profitability and the Portfolio Manager’s responsibilities and performance, and equity participation as one of the most senior employees. No Portfolio Manager’s compensation is specifically dependent on the performance of the Fund that they manage, on an absolute basis or relative to a specific benchmark. No Portfolio Manager is compensated based on the growth of the Fund’s, or any other clients’, assets except to the extent that such growth contributes to Oaktree’s overall asset growth, which in turn contributes to its overall profitability. Portfolio Managers do not receive a percentage of the revenue earned on any client portfolios, and their compensation is not increased or decreased specifically as a result of any performance fee that may be earned by Oaktree with respect to the funds or accounts they manage.

 

 

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Period  (a)
Total
Number of
Shares (or
Units)
Purchased
   (b)
Average Price
Paid per Share
(or Unit)
   (c)
Total Number of
Shares (or Units)
Purchased as Part
of Publicly
Announced Plans
or Programs
   (d)
Maximum Number
(or Approximate
Dollar Value) of
Shares (or Units)
that May Yet Be
Purchased Under
the Plans or
Programs
 
Month #1 (01/01/23-01/31/23)   -    -    -    - 
Month #2 (02/01/23-02/28/23)(1)   15,066   $8.88    15,066    - 
Month #3 (03/01/23-03/31/23)   -    -    -    - 
Month #4 (04/01/23-04/30/23)   -    -    -    - 
Month #5 (05/01/23-05/31/23) (2)   9,212   $8.82    9,212    - 
Month #6 (06/01/23-06/30/23)   -    -    -    - 
Month #7 (07/01/23-07/31/23)   -    -    -    - 
Month #8 (08/01/23-08/31/23) (3)   89,947   $8.91    89,947    - 
Month #9 (09/01/23-09/30/23)   -    -    -    - 
Month #10 (10/01/23-10/31/23)   -    -    -    - 
Month #11 (11/01/23-11/30/23)(4)   82,527   $8.87    82,527    - 
Month #12 (12/01/23-12/31/23)   -    -    -    - 
Total   196,752    -    196,752    - 

 

(1)On January 9, 2023, the Registrant offered to repurchase up to 10.0% of the Registrant’s total outstanding shares as of February 13, 2023 (the “Repurchase Request Deadline”). On the Repurchase Request Deadline, 15,066 shares representing 0.1% of the Registrant’s total outstanding shares were repurchased.
(2)On April 10, 2023, the Registrant offered to repurchase up to 10.0% of the Registrant’s total outstanding shares as of May 15, 2023 (the “Repurchase Request Deadline”). On the Repurchase Request Deadline, 9,212 shares representing 0.0% (rounds to less than 0.05%) of the Registrant’s total outstanding shares were repurchased.
(3)On July 10, 2023, the Registrant offered to repurchase up to 10.0% of the Registrant’s total outstanding shares as of August 14, 2023 (the “Repurchase Request Deadline”). On the Repurchase Request Deadline, 89,947 shares representing 0.4% of the Registrant’s total outstanding shares were repurchased.
(4)On October 6, 2023, the Registrant offered to repurchase up to 10.0% of the Registrant’s total outstanding shares as of November 13, 2023 (the “Repurchase Request Deadline”). On the Repurchase Request Deadline, 82,527 shares representing 0.3% of the Registrant’s total outstanding shares were repurchased.

 

Item 10. Submission of Matters to a Vote of Security Holders.

 

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Directors.

 

Item 11. Controls and Procedures.

 

(a)The Registrant’s President/Principal Executive Officer and Treasurer/Principal Financial Officer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

 

(b)There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.

 

 

 

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies

 

The registrant did not engage in securities lending activities during the fiscal year reported on this Form N-CSR.

 

Item 13. Exhibits.

 

(a)(1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Not Applicable.

 

(2) A separate certification for each principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

 

(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable.

 

(4) Change in the registrant’s independent public accountant. There was no change in the registrant’s independent public accountant for the period covered by this report.

 

(b)Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.

 

(c)CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in Registration Statement No. 333-257789 on Form N-2 of our report dated February 27, 2024, relating to the consolidated financial statements and financial highlights of Oaktree Diversified Income Fund Inc. and appearing in the Annual Report on Form N-CSR for the year ended December 31, 2023, and to the references to us under the headings "Financial Highlights" and "Independent Registered Public Accounting Firm" in the Prospectus and “Independent Registered Public Accounting Firm” and “Financial Statements” in the Statement of Additional Information, which are part of such Registration Statement.

 

  /s/ Deloitte & Touche LLP
   
  Chicago, Illinois
  February 27, 2024

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant) Oaktree Diversified Income Fund Inc.

 

By (Signature and Title)* /s/ Brian F. Hurley
  Brian F. Hurley, President/Principal Executive Officer

 

Date March 8, 2024

  

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title) /s/ Brian F. Hurley
  Brian F. Hurley, President/Principal Executive Officer

 

Date: March 8, 2024

 

By (Signature and Title) /s/ Casey P. Tushaus
  Casey P. Tushaus, Treasurer/Principal Financial Officer

 

Date: March 8, 2024