10/24/2024 | Press release | Distributed by Public on 10/24/2024 14:46
As filed with the Securities and Exchange Commission on October 24, 2024
Securities Act Registration No. 333-257789
Investment Company Act Registration No. 811-23715
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 | ☒ | |
Pre-Effective Amendment No. | ☐ | |
Post-Effective Amendment No. 5 | ☒ |
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 | ☒ | |
Amendment No. 6 | ☒ |
Oaktree Diversified Income Fund Inc.
(Exact Name of Registrant as Specified in Charter)
Brookfield Place, 225 Liberty Street
New York, New York 10281-1023
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code:
(855) 777-8001
Brian F. Hurley, Esq.
Oaktree Diversified Income Fund Inc.
Brookfield Place, 225 Liberty Street
New York, New York 10281-1023
(Name and Address of Agent for Service)
Craig Ruckman Brookfield Public Securities Group LLC Brookfield Place 225 Liberty Street New York, New York 10281-1023 |
Copies to: |
Michael R. Rosella, Esq. Thomas D. Peeney, Esq. Paul Hastings LLP 200 Park Avenue New York, New York 10166 (212) 318-6800 |
Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement.
☐ | Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans. |
☒ | Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 ("Securities Act"), other than securities offered in connection with a dividend reinvestment plan. |
☐ | Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto. |
☐ | Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act. |
☐ | Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act. |
It is proposed that this filing will become effective (check appropriate box):
☐ | when declared effective pursuant to Section 8(c), or as follows: |
☐ | immediately upon filing pursuant to paragraph (b) of Rule 486. |
☐ | on (date) pursuant to paragraph (b) of Rule 486. |
☒ | 60 days after filing pursuant to paragraph (a) of Rule 486. |
☐ | on (date) pursuant to paragraph (a) of Rule 486. |
If appropriate, check the following box:
☐ | This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
☐ | This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: . |
☐ | This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: . |
☐ | This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: . |
Check each box that appropriately characterizes the Registrant:
☒ | Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 ("Investment Company Act")). |
☐ | Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act). |
☒ | Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act). |
☐ | A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form). |
☐ | Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act). |
☐ | Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 ("Exchange Act"). |
☐ | If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. |
☐ | New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing). |
|
OAKTREE DIVERSIFIED INCOME FUND INC.
|
| ||||
|
Class A - ([ODIAX])
|
| | |
Class U - ([ODIUX])
|
|
| Class A | | |
[ODIAX]
|
|
| Class U | | |
[ODIUX]
|
|
| | |
Offering
Price (1) |
| |
Maximum
Sales Load |
| |
Proceeds to
the Fund (2) |
| |||
Class A Shares, per share
|
| |
Current NAV
plus sales load |
| | | | 2.50% | | | |
$ amount
invested at current NAV less applicable sales load |
|
Class U Shares, per share
|
| |
Current NAV
|
| | | | None | | | |
$ amount
invested at current NAV |
|
|
Prospectus Summary
|
| | | | 1 | | |
|
Summary of Fund Expenses
|
| | | | 15 | | |
|
Financial Highlights
|
| | | | 18 | | |
|
The Fund
|
| | | | 19 | | |
|
Use of Proceeds
|
| | | | 20 | | |
|
The Fund's Investment Objective and Principal Strategies
|
| | | | 21 | | |
|
Leverage
|
| | | | 23 | | |
|
Principal Risks of the Fund
|
| | | | 25 | | |
|
Management of the Fund
|
| | | | 40 | | |
|
Periodic Repurchase Offers
|
| | | | 53 | | |
|
Net Asset Value
|
| | | | 56 | | |
|
Distributions
|
| | | | 58 | | |
|
Dividend Reinvestment Plan
|
| | | | 60 | | |
|
Description of Securities
|
| | | | 61 | | |
|
Certain Provisions in the Charter and Bylaws
|
| | | | 64 | | |
|
Tax Matters
|
| | | | 67 | | |
|
Custodian and Transfer Agent
|
| | | | 70 | | |
|
Independent Registered Public Accounting Firm
|
| | | | 71 | | |
|
Legal Matters
|
| | | | 72 | | |
| | |
Class A
Shares |
| |
Class U
Shares |
| ||||||
Shareholder Transaction Expenses: | | ||||||||||||
Maximum Sales Charge (Load) on Purchases (as a percentage of public offering price)(1)
|
| | | | 2.50% | | | | None | | | ||
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of your purchase or redemption price)(1)
|
| | | | 1.50% | | | | None | ||||
Repurchase Fee (2)
|
| | | | 2.00% | | | | | | 2.00% | | |
Annual Fund Operating Expenses (as a percentage of average net assets
attributable to Shares): |
| ||||||||||||
Management Fees (3)
|
| | | | 1.41% | | | | | | 1.41% | | |
Distribution and/or Shareholder Servicing Fees (4)
|
| | | | 0.75% | | | | 0.75% | | | ||
Interest Expense (5)
|
| | | | [●]% | | | | | | [●]% | | |
Other Expenses (6)
|
| | | | [●]% | | | | | | [●]% | | |
Total Annual Fund Operating Expenses
|
| | | | [●]% | | | | | | [●]% | | |
Fees Waived and/or Expenses Reimbursed or Recouped (7)
|
| | | | [●]% | | | | | | [●]% | | |
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement or Recoupment
|
| | | | [●]% | | | | | | [●]% |
| | |
1-Year
|
| |
3-Year
|
| |
5-Year
|
| |
10-Year
|
|
Class A Shares
|
| |
$[●]
|
| |
$[●]
|
| |
$[●]
|
| |
$[●]
|
|
Class U Shares
|
| |
$[●]
|
| |
$[●]
|
| |
$[●]
|
| |
$[●]
|
|
| | |
1-Year
|
| |
3-Year
|
| |
5-Year
|
| |
10-Year
|
|
Class A Shares
|
| |
$[●]
|
| |
$[●]
|
| |
$[●]
|
| |
$[●]
|
|
Class U Shares
|
| |
$[●]
|
| |
$[●]
|
| |
$[●]
|
| |
$[●]
|
|
Assumed Portfolio Total Return (Net of Expenses)
|
| |
-10%
|
| |
-5%
|
| |
0%
|
| |
5%
|
| |
10%
|
| ||||||||||
Common Share Total Return
|
| | | | -12.51 | % | | | | -6.75 | % | | | | -0.99 | % | | | | 4.78 | % | | | | 10.54 | % |
| | |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
Advisory Fees
|
| | | $ | 2,630,998 | | | | | $ | 1,995,058 | | | | | $ | 218,733 | | |
Advisory Fees Recouped/(Reimbursed)
|
| | | $ | 137,705 | | | | | $ | 202,188 | | | | | $ | (603,375) | | |
Net Advisory Fees Paid to Adviser
|
| | | $ | 2,768,703 | | | | | $ | 2,197,246 | | | | | $ | - | | |
Initial Investment
|
| |
Subsequent
Investments |
| |||
$2,500 per account
|
| | | $ | 100 | | |
Initial Investment
|
| |
Subsequent
Investments |
| |||
$2,500 per account
|
| | | $ | 100 | | |
Amount Purchased
|
| |
Sales Load
as a % of Offering Price |
| |
Sales Load
as a % of Amount Invested |
| |
Dealer's
Concession as a % of Offering Price |
| |||||||||
Under $100,000
|
| | | | 2.50% | | | | | | 2.56% | | | | | | 2.50% | | |
$100,000 - $249,999
|
| | | | 2.00% | | | | | | 2.04% | | | | | | 2.00% | | |
Over $250,000
|
| | | | None* | | | | | | None | | | | | | 1.50% | | |
Note: the above percentages may vary for particular investors due to rounding
|
|
THE FUND
|
| | | | 1 | | |
|
INVESTMENT OBJECTIVE AND POLICIES
|
| | | | 1 | | |
|
INVESTMENT RESTRICTIONS
|
| | | | 15 | | |
|
MANAGEMENT OF THE FUND
|
| | | | 17 | | |
|
DISTRIBUTION OF FUND SHARES
|
| | | | 31 | | |
|
REPURCHASE OF COMMON SHARES
|
| | | | 33 | | |
|
PORTFOLIO TRANSACTIONS AND BROKERAGE
|
| | | | 33 | | |
|
DISTRIBUTIONS
|
| | | | 34 | | |
|
NET ASSET VALUE
|
| | | | 35 | | |
|
TAXATION
|
| | | | 35 | | |
|
CUSTODIAN, TRANSFER AGENT, AND DIVIDEND DISBURSEMENT AGENT
|
| | | | 40 | | |
|
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
| | | | 40 | | |
|
COUNSEL
|
| | | | 40 | | |
|
ADDITIONAL INFORMATION
|
| | | | 40 | | |
|
REGISTRATION STATEMENT
|
| | | | 41 | | |
|
FINANCIAL STATEMENTS
|
| | | | 42 | | |
Name, position(s), address (1) and year of birth |
| |
Term of office
and length of time served (2) |
| |
Number of
funds in Fund Complex overseen by Director (3) |
| |
Principal
occupation(s) during past five years |
| |
Other
directorships held by director during past five years (4) |
|
INDEPENDENT
DIRECTORS:(5) |
| ||||||||||||
Edward A. Kuczmarski Director and Independent Chair of the Board, Member of the Audit Committee, Member of the Nominating and Compensation Committee Born: 1949 |
| |
Since 2021
|
| |
8
|
| | Retired. | | | Director/Trustee of several investment companies advised or administered by Brookfield Public Securities Group LLC ("PSG" or the "Administrator") (2011 - Present). | |
Stuart A. McFarland Director, Member of the Audit Committee, Member of the Nominating and Compensation Committee Born: 1947 |
| |
Since 2021
|
| |
8
|
| | Managing Partner of Federal City Capital Advisors (1997 - 2021). | | | Director/Trustee of several investment companies advised or administered by PSG (2006 - Present); Director of Drive Shack Inc. (formerly, New Castle Investment Corp.) (2000 - 2023); Director of New America High Income Fund (2013 - Present); Director of New Senior Investment Group, Inc. (2014 - 2021); Director of Steward Partners (2017 - 2021). | |
Heather S. Goldman Director, Member of the Audit Committee, Chair of the Nominating and Compensation Committee Born: 1967 |
| |
Since 2021
|
| |
8
|
| | CFO of My Flex Inc. an EQBR company (2022 - 2023). | | | Director/Trustee of several investment companies advised or administered by PSG. | |
Name, position(s), address (1) and year of birth |
| |
Term of office
and length of time served (2) |
| |
Number of
funds in Fund Complex overseen by Director (3) |
| |
Principal
occupation(s) during past five years |
| |
Other
directorships held by director during past five years (4) |
|
William H. Wright II Director, Chair of the Audit Committee, Member of the Nominating and Compensation Committee Born: 1960 |
| |
Since 2021
|
| |
8
|
| | Retired. | | | Director/Trustee of several investment companies advised or administered 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). | |
Betty A. Whelchel Director, Member of the Audit Committee, Member of the Nominating and Compensation Committee Born: 1956 |
| |
Since January 1,
2024 (6) |
| |
8
|
| | US Head of Public Policy: Regulatory Affairs of BNP Paribas (2016 - 2019). | | | Director/Trustee of several investment companies advised or administered by PSG (2024 - Present). | |
Name, position(s), address (1) and year of birth |
| |
Term of office
and length of time served (2) |
| |
Number of
funds in Fund Complex overseen by Director (3) |
| |
Principal
occupation(s) during past five years |
| |
Other
directorships held by director during past five years (4) |
|
INTERESTED DIRECTORS/OFFICERS:(5)
|
| | | | | ||||||||
Brian F. Hurley President and Director Born: 1977 |
| |
Director since March 29, 2024 (6);
President since 2021 |
| |
8
|
| | President of several investment companies advised or administered by PSG (2014 - Present); General Counsel of the Administrator (2017 - Present); General Counsel of Brookfield Oaktree Wealth Solutions (2021 - Present); Managing Partner of Brookfield Asset Management Inc. (2016 - Present). | | |
Director/Trustee of several investment companies advised by PSG (2024 - Present). |
|
Casey P. Tushaus Treasurer Born: 1982 |
| |
Since 2021
|
| |
N/A
|
| | Treasurer of several investment companies advised or administered by PSG (2021 - Present); Assistant Treasurer of several investment companies advised or administered by the Administrator (2016 - 2021); Director of the Administrator (2021 - Present); Vice President of the Administrator (2014 - 2021). | | | N/A | |
Name, position(s), address (1) and year of birth |
| |
Term of office
and length of time served (2) |
| |
Number of
funds in Fund Complex overseen by Director (3) |
| |
Principal
occupation(s) during past five years |
| |
Other
directorships held by director during past five years (4) |
|
Craig A. Ruckman Secretary Born: 1977 |
| |
Since 2022
|
| |
N/A
|
| | Secretary of several investment companies advised or administered by PSG (2022 - Present); Managing Director of the Adviser (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). | | | N/A | |
Adam R. Sachs Chief Compliance Officer ("CCO") Born: 1984 |
| |
Since 2021
|
| |
N/A
|
| | CCO of several investment companies advised or administered by PSG (2017 - Present); Director of the Administrator (2017 - Present); CCO of Brookfield Investment Management (Canada) Inc. (2017 - 2023). | | | N/A | |
Mohamed S. Rasul Assistant Treasurer Born: 1981 |
| |
Since 2021
|
| |
N/A
|
| | Assistant Treasurer of several investment companies advised or administered by PSG (2016 - Present); Vice President of the Administrator (2019 - Present); Assistant Vice President of the Administrator (2014 - 2019). | | | N/A | |
Name of Director
|
| |
Aggregate
dollar range of equity securities held in the Fund* (1) |
| |
Aggregate
dollar range of equity securities held in the Complex* (1)(2) |
|
Interested Director: | | ||||||
Brian F. Hurley (3) | | |
A
|
| |
C
|
|
Independent Director: | | ||||||
Heather S. Goldman | | |
A
|
| |
D
|
|
Edward A. Kuczmarski | | |
A
|
| |
D
|
|
Stuart A. McFarland | | |
A
|
| |
E
|
|
William H. Wright II | | |
A
|
| |
A
|
|
Betty A. Whelchel (4) | | |
A
|
| |
A
|
|
| | ||||||
*
Key to Dollar Ranges
|
| ||||||
A.
None
|
| ||||||
B.
$1 - $10,000
|
| ||||||
C.
$10,001 - $50,000
|
| ||||||
D.
$50,001 - $100,000
|
| ||||||
E.
Over $100,000
|
| ||||||
All shares were valued as of December 31, 2023. | |
Name of person and position
|
| |
Aggregate
compensation from the Fund |
| |
Total
compensation from the Fund Complex (1) |
|
Interested Director: | | ||||||
Brian F. Hurley (2) | | |
N/A
|
| |
N/A
|
|
Independent Director: | | ||||||
Heather S. Goldman | | |
$35,772
|
| |
$235,000
|
|
Edward A. Kuczmarski | | |
$41,111
|
| |
$270,000
|
|
Stuart A. McFarland | | |
$34,259
|
| |
$225,000
|
|
William H. Wright II | | |
$40,350
|
| |
$265,000
|
|
Betty A. Whelchel (3) | | |
$-
|
| |
$-
|
|
Oaktree Diversified Income Fund Inc.
|
| |
2023
|
| |
2022
|
| |
2021
|
|
Advisory Fees | | |
$2,630,998
|
| |
$1,995,058
|
| |
$218,733
|
|
Advisory Fees Waived | | |
$137,705
|
| |
$202,188
|
| |
$(603,375)
|
|
Net Advisory Fees Paid to Adviser
|
| |
$2,768,703
|
| |
$2,197,246
|
| |
$-
|
|
Portfolio Manager
|
| |
Number of
Registered Investment Companies Managed and Total Assets for such Accounts(*) |
| |
Beneficial Ownership
of Equity Securities in Fund 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 | | |
0
|
| |
$0
|
| |
13/$45,328
|
| |
27/$9,390
|
|
Wayne Dahl | | |
0
|
| |
$0
|
| |
0
|
| |
0
|
|
Armen Panossian | | |
0
|
| |
$0
|
| |
10/$13,516
|
| |
38/$23,264
|
|
Danielle Poli | | |
0
|
| |
$0
|
| |
0
|
| |
0
|
|
David Rosenberg | | |
1/$27
|
| |
$0
|
| |
8/$4,905
|
| |
58/$19,650
|
|
Name and Address
|
| |
% of Shares
|
| |
Parent Company
|
| |
Jurisdiction
|
| |
Nature of Ownership(1)
|
|
[●]
|
| |
[●]%
|
| |
[●]
|
| |
[●]
|
| |
[Record]
|
|
(1) | Class D Shares of the Fund are not offered in this Statement of Additional Information. |
Oaktree Diversified Income Fund Inc.
|
| |
Dollar Value of Securities Traded
|
| |
Related Soft Dollar Brokerage Commissions
|
|
2023 | | |
$185,151,806
|
| |
$0
|
|
2022 | | |
$127,876,511
|
| |
$0
|
|
2021 | | |
$148,594,385
|
| |
$0
|
|
Portfolio Managers
|
| |
Dollar Range of Equity Securities in the Fund Beneficially Owned by
Portfolio Managers (1) |
| |||
Bruce Karsh | | |
A
|
| |||
Wayne Dahl | | |
A
|
| |||
Armen Panossian | | | | | A | | |
Danielle Poli | | | | | A | | |
David Rosenberg | | | | | A | | |
PART C-OTHER INFORMATION
Item 25. Financial Statements and Exhibits
The agreements included or incorporated by reference as exhibits to this registration statement contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosures that were made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of "materiality" that are different from "materiality" under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.
The Registrant acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this registration statement not misleading.
Financial Statements:
Part A: [•]
Part B: [•]
Exhibits:
(*) Filed herewith.
(1) Incorporated by reference to the corresponding Exhibit number to the Registrant's Registration Statement under the Securities Act of 1933 (File No. 333-257789 and 811-23715) on Form N-2, filed on October 22, 2021.
(2) Incorporated by reference to the corresponding Exhibit number to the Registrant's Registration Statement under the Securities Act of 1933 (File No. 333-257789 and 811-23715) on Form N-2, filed on October 29, 2021.
(3) Incorporated by reference to the corresponding Exhibit number to the Registrant's Registration Statement under the Securities Act of 1933 (File No. 333-257789 and 811-23715) on Form N-2, filed on April 29, 2022.
(4) Incorporated by reference to the corresponding Exhibit number to the Registrant's Registration Statement under the Securities Act of 1933 (File No. 333-257789 and 811-23715) on Form N-2, filed on May 1, 2023.
(5) Incorporated by reference to the corresponding Exhibit number to the Registrant's Registration Statement under the Securities Act of 1933 (File No. 333-257789 and 811-23715) on Form N-2, filed on April 30, 2024.
(6) To be filed by amendment.
Item 26. Marketing Arrangements
See the Underwriting Agreement to be filed by amendment as Exhibit.
Item 27. Other Expenses of Issuance and Distribution
Not Applicable.
Item 28. Persons Controlled by or Under Common Control with the Registrant
None.
Item 29. Number of Holders of Shares
As of October 18, 2024, the number of record holders of each class of securities of the Registrant is as follows:
Title of Class | Number of Record Holders | |
Class A | N/A | |
Class D (ODIDX) | 1372 | |
Class T (ODITX) | 0 | |
Class U | N/A |
Item 30. Indemnification
Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its shareholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property, or services or (b) active and deliberate dishonesty that is established by a final judgment as being material to the cause of action. The Registrant's charter contains such a provision that limits present and former directors' and officers' liability to the Registrant and its shareholders for money damages to the maximum extent permitted by Maryland law in effect from time to time, subject to the Investment Company Act of 1940, as amended (the "1940 Act").
The Registrant's charter obligates, to the maximum extent permitted by Maryland law and the 1940 Act, the Registrant to indemnify any present or former director or officer or any individual who, while a director or officer of the Registrant and at the Registrant's request, serves or has served another corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan, or other enterprise as a director, officer, partner, member, manager, trustee, employee or agent from and against any claim or liability to which that person may become subject or which that person may incur by reason of his or her status as a present or former director or officer of the Registrant or as a present or former director, officer, partner, member, manager, trustee, employee or agent of another corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan, or other enterprise, and to pay or reimburse his or her reasonable expenses in advance of final disposition of a proceeding. The Registrant's obligation to indemnify any director, officer, or other individual, however, is limited by the 1940 Act which prohibits the Registrant from indemnifying any director, officer, or other individual from any liability resulting from the willful misconduct, bad faith, gross negligence in the performance of duties, or reckless disregard of applicable obligations and duties of the directors, officers, or other individuals. To the maximum extent permitted by Maryland law and the 1940 Act, the Registrant's charter also permits the Registrant to indemnify and advance expenses to any person who served a predecessor of the Registrant in any of the capacities described above and any employee or agent of the Registrant or a predecessor of the Registrant.
Maryland law requires a corporation (unless its charter provides otherwise, which the Registrant's charter does not) to indemnify a director or officer who has been successful in the defense of any proceeding to which he or she is made, or threatened to be made, a party by reason of his or her service in that capacity. Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements, and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made, or threatened to be made, a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property, or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under Maryland law, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. In addition, Maryland law permits a corporation to advance reasonable expenses to a director or officer upon the corporation's receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.
Item 31. Business and Other Connections of Investment Adviser
Oaktree Fund Advisors, LLC (the "Adviser"), a Delaware limited liability company and a registered investment adviser under the Investment Advisers Act of 1940, as amended, serves as investment adviser to the Registrant. The Adviser's offices are located at 333 South Grand Avenue, Los Angeles, California, 90071. Information as to the officers and directors of the Adviser is included in its current Form ADV File No. 801-112570 filed with the Securities and Exchange Commission.
Item 32. Location of Accounts and Records
All accounts, books, and other documents required to be maintained by Section 31(a) of the 1940 Act relating to the Registrant are maintained at the following offices:
1. |
Brookfield Public Securities Group LLC Brookfield Place 225 Liberty Street New York, New York 10281-1023 |
2. |
Oaktree Fund Advisors, LLC 333 South Grand Avenue Los Angeles, California 90071 |
3. |
U.S. Bancorp Fund Services, LLC 615 East Michigan Street Milwaukee, Wisconsin 53202 |
4. |
U.S. Bancorp Fund Services, LLC 1201 South Alma School Road, Suite 3000 Mesa, Arizona 85210 |
5. |
U.S. Bank National Association 1555 North River Center Drive, Suite 302 Milwaukee, Wisconsin 53212 |
Item 33. Management Services
Not applicable.
Item 34. Undertakings
1. | Not applicable. |
2. | Not applicable. |
3. | The Registrant undertakes: |
a. | To file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement: |
i. | to include any prospectus required by Section 10(a)(3) of the 1933 Act; |
ii. | to reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the 1933 Act if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. |
iii. | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
b. | That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof. |
c. | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
d. | that, for the purpose of determining liability under the 1933 Act to any purchaser: (1) if the Registrant is subject to Rule 430B under the 1933 Act: (A) each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and (B) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) under the 1933 Act for the purpose of providing the information required by Section 10(a) of the 1933 Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or (2) if the Registrant is subject to Rule 430C under the 1933 Act: Each prospectus filed pursuant to Rule 424(b) under the 1933 Act as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or prospectuses filed in reliance on Rule 430A under the 1933 Act, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
e. | that for the purpose of determining liability of the Registrant under the 1933 Act to any purchaser in the initial distribution of securities: |
The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:
(1) | any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 under the 1933 Act; |
(2) | free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; |
(3) | the portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the 1933 Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and |
(4) | any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. |
4. | Not applicable. |
5. | Not applicable. |
6. | Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such, indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. |
7. | The Registrant undertakes to send by first-class mail or other means designed to ensure equally prompt delivery within two business days of receipt of a written or oral request, any Prospectus or Statement of Additional Information. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-Effective Amendment No. 5 to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 24th day of October, 2024.
OAKTREE DIVERSIFIED INCOME FUND INC. | ||
By: | /s/ Brian F. Hurley | |
Brian F. Hurley | ||
President |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 5 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature | Capacity | Date | ||
/s/ Brian F. Hurley | President (Principal Executive Officer) and Director | October 24, 2024 | ||
Brian F. Hurley | ||||
/s/ Casey P. Tushaus | Treasurer (Principal Financial and Accounting Officer) | October 24, 2024 | ||
Casey P. Tushaus | ||||
* | Director | October 24, 2024 | ||
Heather S. Goldman | ||||
* | Director | October 24, 2024 | ||
Edward A. Kuczmarski | ||||
* | Director | October 24, 2024 | ||
Stuart A. McFarland | ||||
* | Director | October 24, 2024 | ||
William H. Wright II | ||||
* | Director | October 24, 2024 | ||
Betty A. Whelchel |
By: | /s/ Brian F. Hurley | |
Brian F. Hurley | ||
Attorney-In-Fact, pursuant to Powers of Attorney previously filed. |
* Pursuant to Powers of Attorney
Exhibit Index
Exhibit | Exhibit Name |
(n)(2) | Consent of Paul Hastings LLP. |