Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form of Schedule and the date of its filing.

Check the box if the filing relates solely to preliminary communications made before commencement of a tender offer.

third-party tender offer subject to Rule 14d-1.

issuer tender offer subject to Rule 13e-4.

going-private transaction subject to Rule 13e-3.

amendment to Schedule 13D under Rule 13d-2.

The name of the issuer is Oaktree Strategic Credit Fund (the “Fund”). The Fund is a non-diversified, closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”). It is organized as a Delaware statutory trust. The principal executive office of the Fund is located at 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071 and the telephone number is (213) 830-6300.

The title of the securities that are the subject of the offer to purchase and the related Letter of Transmittal (“Offer to Purchase” and the tender offer made thereby, the “Offer”) are Class I common shares of beneficial interest (the “Class I Shares”), Class S common shares of beneficial interest (the “Class S Shares”), Class D common shares of beneficial interest (the “Class D Shares”) and Class T common shares of beneficial interest (the “Class T Shares” and together with the Class I Shares, Class S Shares and Class D Shares, the “Shares”) or portions thereof. As of the close of business on September 30, 2024, there were 134,288,425.00 Shares outstanding. Subject to the conditions set forth in the Offer to Purchase, the Fund will purchase up to 6,714,421 Shares that are tendered by holders of the Fund’s Shares (“Shareholders”) and not withdrawn as described in the Offer to Purchase (the “Offer Amount”). The Shares subject to the Offer represent approximately 5% of the Fund’s Shares outstanding as of September 30, 2024.

Shares are not traded in any market.

The Fund is tendering for its own Shares. The information required by this Item is set forth in Item 2(a) above. Oaktree Fund Advisors, LLC (the “Adviser”) serves as the investment adviser for the Fund. The Adviser is located at 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071 and its telephone number is (213) 830-6300. The members of the Fund’s Board of Trustees (the “Board”) are Jay Ferguson, Deborah Gero, Allison Keller, Stephen Mosko and Armen Panossian (each, a “Trustee”). The Chief Executive Officer and Chief Investment Officer is Armen Panossian, the President is Mathew Pendo, the Chief Operating Offer is Matthew Stewart, the Chief Financial Officer and Treasurer is Christopher McKown and the Chief Compliance Officer is Ashley Pak. The Trustees and the executive officers of the Fund may be reached at the Fund’s business address and phone number set forth in Item 2(a) above.

Subject to the conditions set forth in the Offer to Purchase, the Fund will purchase up to 6,714,421 Shares that are tendered by Shareholders by 11:59 p.m., Eastern Time, on December 13, 2024 and not withdrawn as described in Item 4(a)(1)(vi).

The purchase price of a Share (or portion thereof) tendered will be its net asset value as of December 31, 2024 or a later date determined by the Fund if the Offer is extended (in each case, the “Valuation Date”), upon the terms and subject to the conditions set forth in the Offer to Purchase. Reference is made to the Cover Page, Section 2 “Offer to Purchase and Price” and Section 6 “Purchases and Payment” of the Offer to Purchase, which are incorporated herein by reference.

The Offer is scheduled to expire on December 13, 2024 unless extended. Reference is made to the Cover Page, Summary Term Sheet, Section 2 “Offer to Purchase and Price” and Section 5 “Withdrawal Rights” of the Offer to Purchase, which are incorporated herein by reference.

Not applicable.

Reference is made to the Cover Page, Summary Term Sheet and Section 7 “Certain Conditions of the Offer” of the Offer to Purchase, which are incorporated herein by reference.

Reference is made to Section 5 “Withdrawal Rights” of the Offer to Purchase, which is incorporated herein by reference.

Reference is made to the Cover Page, Section 4 “Procedure for Tenders” and Section 5 “Withdrawal Rights” of the Offer to Purchase, which are incorporated herein by reference. Note that certain Shareholders may be required to deliver their Letter of Transmittal to their Financial Advisor (instead of directly to the Transfer Agent). All Shareholders tendering Shares should carefully review their Letter of Transmittal and follow the delivery instructions therein.

Reference is made to Section 4 “Procedure for Tenders” and Section 6 “Purchases and Payment” of the Offer to Purchase, which are incorporated herein by reference.

Reference is made to the Cover Page, Section 3 “Amount of Tender,” and Section 6 “Purchases and Payment” of the Offer to Purchase, which are incorporated herein by reference.

Reference is made to Section 2 “Offer to Purchase and Price,” which is incorporated herein by reference.

Not applicable.

Reference is made to Section 10 “Certain Federal Income Tax Consequences” of the Offer to Purchase, which is incorporated herein by reference.

Not applicable.

Any Shares to be purchased from any officer, Trustee or affiliate of the Fund will be on the same terms and conditions as any other purchase of Shares. To the Fund’s knowledge, none of the officers, Trustees, or affiliates of the Fund intends to tender Shares in the Offer.

Reference is made to Section 8 “Certain Information About the Fund” of the Offer to Purchase, which is incorporated herein by reference.

Reference is made to Section 1 “Background and Purpose of the Offer” of the Offer to Purchase, which is incorporated herein by reference.

Reference is made to Section 8 “Certain Information About the Fund” of the Offer to Purchase, which is incorporated herein by reference. Because Shares are not traded in any market, subsections (6), (7), and (8) of Regulation M-A Item 1006(c) are not applicable to the Fund.

Reference is made to Section 6 “Purchases and Payment” of the Offer to Purchase, which is incorporated herein by reference.

None of the Fund, the Adviser or the Board or any person controlling the Fund, the Adviser or the Board has determined at this time to borrow funds to purchase Shares tendered in connection with the Offer. Depending on the dollar amount of Shares tendered and prevailing general economic and market conditions, the Fund, in its sole discretion, may decide to seek to borrow money to fund all or a portion of the purchase amount for Shares, subject to compliance with applicable law. The Fund expects that the repayment of any amounts borrowed will be financed from additional funds contributed to the Fund by existing or new Shareholders.

Reference is made to Section 8 “Certain Information About the Fund” of the Offer to Purchase, which is incorporated herein by reference.

No persons have been employed, retained, or are to be compensated by the Fund to make solicitations or recommendations in connection with the Offer to Purchase.

The audited financial statements of the Fund dated September 30, 2023 filed with the SEC on EDGAR on December 19, 2023 are incorporated by reference. The Fund will prepare and make available to Shareholders the audited financial statements of the Fund within 90 days after the close of the period for which the report is being made, or as otherwise required by the 1940 Act.

Not applicable.

The Offer to Purchase, attached hereto as Exhibit (a)(1)(ii), is incorporated herein by reference in its entirety.

None.

Not applicable.

Not applicable.

Not applicable.

Filing Fee Table.

Exhibit

(a)(1)(i)

(a)(1)(ii)

(a)(1)(iii)

(a)(1)(iv)

(a)(1)(v)

(a)(1)(vi)

107