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: 811-22535
ARES DYNAMIC
CREDIT ALLOCATION FUND, INC.
(Exact name of registrant as specified in charter)
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CALIFORNIA 90067
(Address of principal executive offices)(Zip code)
(Name and Address of Agent for Service) |
Copy to: |
|
|
Ian Fitzgerald
2000 Avenue of the Stars, 12th Floor
Los Angeles, California 90067 |
P.
Jay Spinola, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019 |
Registrant’s telephone number, including area code: (310)
201-4100
Date of fiscal year end: December 31
Date of reporting period: December 31, 2023
Item 1. Report to Stockholders.
(a) Report to Stockholders
is attached herewith.
Ares Dynamic Credit Allocation Fund, Inc.
(NYSE: ARDC)
Annual Report
December 31, 2023
Beginning on January 1, 2022, 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 from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a website, 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 or your financial intermediary electronically at any time by (i) calling 877-855-3434 toll-free or by sending an e-mail request to Ares Dynamic Credit Allocation Fund, Inc. Investor Relations Department at ARDCInvestorRelations@aresmgmt.com, if you invest directly with the Fund, or (ii) contacting your financial intermediary (such as a broker-dealer or bank), if you invest through your financial intermediary. You may elect to receive all future reports in paper free of charge. You can inform the Fund or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by (i) calling 877-855-3434 toll-free or by sending an e-mail request to Ares Dynamic Credit Allocation Fund, Inc. Investor Relations Department at ARDCInvestorRelations@aresmgmt.com, if you invest directly with the Fund, or (ii) contacting your financial intermediary. 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 with the fund complex if you invest directly with the Fund.
Ares Dynamic Credit Allocation Fund, Inc.
Letter to Shareholders |
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1 |
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Fund Profile & Financial Data |
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4 |
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Schedule of Investments |
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7 |
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Statement of Assets and Liabilities |
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15 |
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Statement of Operations |
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16 |
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Statements of Changes in Net Assets |
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17 |
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Statement of Cash Flows |
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18 |
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Financial Highlights |
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19 |
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Notes to Financial Statements |
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22 |
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Audit Opinion |
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38 |
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Proxy & Portfolio Information |
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42 |
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Dividend Reinvestment Plan |
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43 |
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Renewal of Investment Advisory Agreement |
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44 |
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Corporate Information |
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47 |
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Privacy Notice |
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48 |
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Directors and Officers |
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49 |
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Annual Report 2023
Ares Dynamic Credit Allocation Fund, Inc.
Letter to Shareholders
As of December 31, 2023
Dear Shareholders,
We thank you for your support of the Ares Dynamic Credit Allocation Fund, Inc. ("ARDC" or the "Fund") and recognize the trust and confidence that you have demonstrated in Ares through your investment in ARDC.
Over the course of 2023, the Ares management team at ARDC employed a thoughtful and disciplined approach to navigating the uncertainty in the capital markets by seeking to reduce the risk in the portfolio while also positioning the Fund to have the opportunity to benefit from higher market rates. This letter provides our assessment of the market environment, our portfolio strategy and opportunities that may lay ahead.
Economic Conditions and Market Update
The capital markets backdrop improved throughout 2023 even though bouts of volatility persisted due to economic uncertainty around the ability of the Federal Reserve (the "Fed") to tame inflation without tempering economic growth. The regional banking crisis in the first half of the year and the potential fallout from geopolitical instability also contributed to the volatility experienced in the capital markets during the year. However, the economy proved more resilient than anticipated with a year-over-year increase in GDP despite persistently high interest rates as short-term market rates reached levels not seen since 2001.1 By the fourth quarter of 2023, consumer sentiment rapidly rose as credit performance remained better than initially expected and the narrative shifted from market expectations of a recession to a soft landing.
After increasing the Federal Funds target rate in 2022 by 425 basis points ("bps"), the Fed further raised the target rate by 100 bps in 2023 to 5.50%.1 The continued expansion of market rates resulted in tepid new issuance volumes in the leveraged loan and high yield markets as the disparity between issuer expectations and required market rates continued to impact activity levels. While new deal activity in 2023 remained below historical levels for leveraged loans and high yield, overall credit quality remained strong, supported by healthy corporate earnings and stable overall labor markets. Default rates for leverage loans and high yield bonds both ended 2023 at 2.1%, below their respective long-term historical averages.2 The market bet on a soft landing and monetary easing led to a strong rally towards year end, with total returns for 2023 in high yield bonds, leveraged loans and the S&P 500 of 13.46%,3 13.04%4 and 26.26%,5 respectively.
Consistent with the broader credit markets, collateralized loan obligations ("CLOs") experienced slower new issuance volumes despite resilient credit and strong investment performance.6 Even though new issuance volumes decreased 11% year over year, the $116 billion issued in 2023 compares well with the $128 billion annual average over the past five years. In terms of underlying credit, CLOs continued to perform well with only 0.4% of defaulted assets held in CLO portfolios as of December 31, 2023.7 This credit performance contributed to CLOs' investment performance. As one example, BB CLOs generated total returns of 24.52% in 2023, outperforming BB-rated corporate loans by 1,430 bps.8
Looking forward, we anticipate a more active capital markets environment in 2024 as investor confidence continues to rise with the anticipated shift away from tight monetary policy to an easing policy environment in conjunction with inflation and interest rates normalizing. As we look to the months ahead, we are focused on proactively managing exposures to identify relative value opportunities created by shifts in sentiment on rates, growth expectations, and idiosyncratic credit news. Importantly, we remain focused on investment selection as we expect single-name dispersion to continue to increase in the coming months.
Portfolio Positioning and Performance
With respect to our portfolio positioning, our overarching focus over the course of the year was to continue to reduce risk in the portfolio by moving towards higher quality, shorter dated investments. This enabled us to benefit from higher market rates, while reducing the risk associated with the inverted yield curve. ARDC ended the year with 45.2% of the portfolio in first lien loans and bonds, an increase from 31.6% as of December 31, 2022, and maintained over half of our portfolio in BB or higher rated investments.
Additionally, in order to reduce the already low duration of our portfolio and further benefit from the rising rate environment in 2023, we nearly doubled our portfolio's allocation to loans from 18.6% at year-end 2022 to 34.9% at year-end 2023 while simultaneously decreasing our portfolio's allocation to corporate bonds from 51.3% at year-end 2022 to 37.7% at year-end 2023. We also reduced the duration of our bond portfolio to an effective duration that is 26% lower than the broader high yield index at year end 2023.9 As a result of these actions, the effective duration of the entire portfolio decreased by 44% to 0.99 at year end 2023.
Annual Report 2023
1
Ares Dynamic Credit Allocation Fund, Inc.
Letter to Shareholders (continued)
As of December 31, 2023
In terms of our CLO positioning, we maintained a relatively consistent allocation to CLO debt and equity over the course of 2023. We remain constructive on this asset class as we believe the non-mark-to-market nature of CLO capital structures, active credit management, conservative leverage, and flexibility to capture value during periods of loan market dislocations should ultimately be accretive to returns for our investors. Furthermore, we believe CLOs offer attractive risk adjusted returns with materially higher spreads for comparable ratings. For example, BB-rated CLO debt offers approximately 400 bps of yield premium for similarly rated loans.10 So far in 2024, we have seen a strong start to the year with the highest new issue U.S. CLO volume in January since tracking of this data began in 2001.11 Given the increasing market opportunity for CLOs and the attractive relative value they offer investors, we may increase our allocation to CLO debt and equity in the coming months, consistent with our active allocation strategy. Underpinning our positive view of the opportunity are our deep credit capabilities and experience managing these assets, which includes the tracking of every loan held within every CLO the Fund holds on a daily basis.
We believe ARDC is well positioned in this environment due to our strategy of maintaining a highly diversified portfolio with low duration. Reflecting this disciplined approach to risk management, our portfolio is diversified across 211 issuers and 23 industries. The average position size across ARDC is 0.4% and the largest position is 1.5%.12
Supported by ARDC's positioning and our portfolio investment allocations, ARDC's performance remained strong through 2023. ARDC's stock based total returns of 32.44% compared favorably to our peer set median of 19.53%,13 and ARDC's portfolio net investment total returns of 19.45% were also higher than the peer set median of 17.19%.14 Over longer time horizons, including the past one, three and five years ended December 31, 2023, ARDC has outperformed the peer set median based on both stock-based total returns and portfolio net investment total returns.13,14
Looking Ahead
We're cautiously optimistic as a new year begins. The tone has shifted to a soft landing for the U.S. economy, in part supported by lower expected future interest rates. We continue to monitor potential headwinds including the 2024 elections and elevated geopolitical tensions. We believe ARDC is well positioned in this environment as we continue to leverage the strengths of the Ares platform, including our tenured portfolio managers and quantitative risk team and our balance sheet positioning with our low leverage profile to remain active and tactical in our rotation among asset classes, sectors and specific credits.
We appreciate the trust and confidence you have demonstrated in Ares through your investment in ARDC. We thank you again for your continued support.
Best Regards,
Ares Capital Management II LLC
Ares Dynamic Credit Allocation Fund, Inc.
ARDC is a closed-end fund that trades on the New York Stock Exchange under the symbol "ARDC" and is externally managed by Ares Capital Management II LLC (the "Adviser"), a subsidiary of Ares Management Corporation. ARDC's investment objective is to provide an attractive level of total return, primarily through current income and, secondarily, through capital appreciation by investing in a broad, dynamically-managed portfolio of below investment grade senior secured loans, high yield corporate bonds and collateralized loan obligation securities. Thank you again for your continued support of ARDC. If you have any questions about the Fund, please call 1-877-855-3434, or visit the Fund's website at www.arespublicfunds.com.
Note: The opinions of the Adviser expressed herein are subject to change without notice. Information contained herein has been obtained from sources believed to be reliable but is not guaranteed. This communication is distributed for informational purposes only and should not be considered investment advice or an offer of any security for sale. This material may contain "forward-looking" information that is not purely historical in nature. No representations are made as to the accuracy of such information or that such information will be realized. Actual events or conditions are unlikely to be consistent with, and may differ materially from, those assumed. Past performance is not indicative of future results. Ares does not undertake any obligation to publicly update or review any forward-looking information, whether as a result of new information, future developments or otherwise, except as required by law.
Indices are provided for illustrative purposes only and not indicative of any investment. They have not been selected to represent appropriate benchmarks or targets for ARDC. Rather, the indices shown are provided solely to illustrate the performance of well-known and widely recognized indices. Any comparisons herein of the investment performance of ARDC to an index are qualified as follows: (i) the volatility of such index will likely be materially different from that of ARDC; (ii) such index will, in many cases, employ different investment guidelines and criteria than ARDC and, therefore, holdings in ARDC will differ significantly from holdings of the securities that comprise such index and ARDC may invest in different asset classes altogether from the illustrative index, which may materially impact the performance of ARDC relative to the index; and (iii) the performance of such index is disclosed solely to allow for comparison on ARDC's performance to that of a well-known index. Comparisons to indices have limitations because indices have risk profiles, volatility, asset composition and other material characteristics that will differ from
Annual Report 2023
2
Ares Dynamic Credit Allocation Fund, Inc.
Letter to Shareholders (continued)
As of December 31, 2023
ARDC. The indices do not reflect the deduction of fees or expenses. You cannot invest directly in an index. No representation is being made as to the risk profile of any benchmark or index relative to the risk profile of ARDC. There can be no assurance that the future performance of any specific investment, or product will be profitable, equal any corresponding indicated historical performance, or be suitable for a portfolio.
This may contain information sourced from Bank of America, used with permission. Bank of America's Global Research division's fixed income index platform is licensing the ICE BofA Indices and related data "as is," makes no warranties regarding same, does not guarantee the suitability, quality, accuracy, timeliness, and/or completeness of the ICE BofA Indices or any data included in, related to, or derived therefrom, assumes no liability in connection with their use and does not sponsor, endorse, or recommend Ares, or any of its products or services.
The ICE BofA US High Yield Index ("H0A0") tracks the performance of US dollar denominated below investment grade corporate debt publicly issued in the US domestic market. Qualifying securities must have a below investment grade rating (based on an average of Moody's, S&P and Fitch), at least 18 months to final maturity at the time of issuance, at least one-year remaining term to final maturity as of the rebalancing date, a fixed coupon schedule and a minimum amount outstanding of $100 million. Index constituents are capitalization-weighted based on their current amount outstanding times the market price plus accrued interest. Accrued interest is calculated assuming next-day settlement. Cash flows from bond payments that are received during the month are retained in the index until the end of the month and then are removed as part of the rebalancing. Cash does not earn any reinvestment income while it is held in the index. The index is rebalanced on the last calendar day of the month, based on information available up to and including the third business day before the last business day of the month. No changes are made to constituent holdings other than on month end rebalancing dates. Inception date: August 31, 1986.
The Credit Suisse Institutional Leveraged Loan Index ("CSLLI") is designed to mirror the investable universe of the $US-denominated leveraged loan market. The index inception is January 1992. The index frequency is daily, weekly and monthly. New loans are added to the index on their effective date if they qualify according to the following criteria: 1) Loan facilities must be rated "5B" or lower. That is, the highest Moody's/S&P ratings are Baa1/BB+ or Ba1/BBB+. If unrated, the initial spread level must be Libor plus 125 basis points or higher. 2) Only fully-funded term loan facilities are included. 3) The tenor must be at least one year. 4) Issuers must be domiciled in developed countries; issuers from developing countries are excluded.
The Standard & Poor's 500, often abbreviated as the S&P 500, or just "the S&P", is an American stock market index based on the market capitalizations of500 large companies having common stock listed on the NYSE or NASDAQ. The S&P 500 index components and their weightings are determined by S&P Dow Jones Indices.
REF: TC- 03707
1 Board of Governors of the Federal Reserve System (US), Federal Funds Effective Rate and Federal Funds Target Range — Upper Limit, retrieved from FRED, Federal Reserve Bank of St. Louis, December 31, 2023.
2 J.P. Morgan Default Monitor, January 2, 2024. Represents the par weighted default rate for the respective asset classes. Historical averages based on the 25-year average default rate for high yield bonds and leveraged loans of 3.0% and 2.9%, respectively.
3 Measured by the ICE BofA High Yield Master II Index ("H0A0").
4 Measured by the Credit Suisse Leveraged Loan Index ("CSLLI").
5 Bloomberg as of December 31, 2023.
6 J.P. Morgan, "2023 FY CLO Issuance," January 2, 2024.
7 Includes CLOs in their reinvestment period. BofA Global Research, Bloomberg, Intex as of December 31, 2023.
8 J.P. Morgan CLOIE Monitor for BB CLOs and Pitchbook U.S. BB Leveraged Loan Index as of December 31, 2023.
9 As of December 31, 2023. Represented by the ICE BofA High Yield Master II Index ("H0A0").
10 J.P. Morgan CLOIE Monitor and Pitchbook LSTA US Leveraged Loan Index Factsheet as of December 31, 2023.
11 Pitchbook LCD, Global CLO Weekly Wrap, February 6, 2024.
12 As of December 31, 2023. Diversification does not assure profit or protect against market loss.
13 Market price-based total returns reflect annualized stock-based total returns assuming dividend reinvestment. Peer set includes the following closed end funds: ACP, AIF, BGB, BGH, DHF, DSU, GHY, HFRO, HNW, KIO and XFLT. Past performance is not indicative of future results.
14 Net investment total returns reflect annualized NAV-based total returns assuming dividend reinvestment. Peer set includes the following closed end funds: ACP, AIF, BGB, BGH, DHF, DSU, GHY, HFRO, HNW, KIO and XFLT. Past performance is not indicative of future results.
Annual Report 2023
3
Ares Dynamic Credit Allocation Fund, Inc.
Fund Profile & Financial Data
December 2023
Seeks attractive risk-adjusted total returns with a focus on high current income and an opportunity for capital appreciation.
Fund Highlights as of 12.31.23
Distribution Rate1 |
|
|
10.25 |
% |
|
Managed Assets2 |
|
$ |
495 |
M |
|
Weighted Average Coupon |
|
|
9.12 |
% |
|
1 Dividend per share annualized and divided by the December 31, 2023 market price per share. The distribution rate alone is not indicative of Fund performance.
2 Total assets of the Fund (including any assets attributable to financial leverage) minus accrued liabilities (other than debt representing financial leverage).
Ares Credit Group as of 12.31.23
AUM |
|
$ |
284.8 |
B |
|
Credit Investment Team |
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460 |
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Portfolio Companies |
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~3,300 |
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Investment Approach
● Dynamically allocates across investment opportunities primarily in high yield bonds, senior loans and CLO securities
● Designed to navigate evolving market conditions through deep fundamental credit analysis and in-depth due diligence
● Tenured team with 20+ year track record benefits from the market intelligence, relationships and resources of the Ares platform
Current Portfolio Mix as of 12.31.23
60.6% Floating Rate3
3 Calculated as a percentage of debt securities only.
This data is subject to change on a daily basis. As of 12.31.23, the Fund held a negative traded cash balance of -4.3%.
Fund Overview and Characteristics as of 12.31.23
Ticker |
|
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ARDC |
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Market/Share |
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$ |
13.75 |
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NAV/Share |
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$ |
14.51 |
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Monthly Dividend |
|
$ |
0.1175 |
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|
Number of Issuers |
|
|
211 |
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Number of Instruments |
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258 |
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|
Average Position Size |
|
|
0.39 |
% |
|
Weighted Average Loan YTM4 |
|
|
7.72 |
% |
|
Weighted Average Bond YTM5 |
|
|
7.06 |
% |
|
Weighted Average CLO YTM6 |
|
|
12.93 |
% |
|
Effective Duration7 |
|
|
0.99 |
|
|
Month-End Leverage8 |
|
|
33.05 |
% |
|
Asset Coverage9 |
|
|
7.79 |
|
|
Preferred Stock Asset Coverage10 |
|
|
3.03 |
|
|
Expense Ratio11 |
|
|
5.00 |
% |
|
Inception Date |
|
|
11/27/2012 |
|
|
Common Shares Outstanding |
|
|
22.9 million |
|
|
NAV Ticker |
|
|
XADCX |
|
|
CUSIP |
|
|
04014F102 |
|
|
4 The weighted-average gross yield to maturity on the pool of loans.
5 The weighted-average gross yield to maturity on the pool of bonds.
6 The weighted-average gross yield to maturity on the pool of CLO debt securities.
7 The effective duration measures a bond's sensitivity to interest rates.
8 As a percentage of total managed assets. The Fund utilizes leverage as part of its investment strategy and currently has borrowings under a credit facility as well as mandatory redeemable preferred shares. The Fund's leverage under the credit facility without the use of mandatory redeemable preferred shares was 12.84%.
9 Calculated pursuant to the Investment Company Act of 1940. Represents the ratio of the total assets of the Fund, less all liabilities and indebtedness not represented by senior securities, divided by total senior securities outstanding. The Fund has $64 million aggregate principal outstanding on a $212 million revolving funding facility with an institutional lender, pursuant to which the Fund expects to borrow funds to make additional investments, subject to available borrowing base and leverage limitations.
10 Calculated pursuant to the Investment Company Act of 1940. Represents the ratio of the total assets of the Fund, less all liabilities and indebtedness not represented by senior securities, divided by sum of total outstanding debt and aggregate value of the involuntary liquidation preference of the preferred stock of $100 million.
11 Represents the ratio of annualized expenses, inclusive of interest expense and amortization of debt issuance, to net assets for the annual period ended December 31, 2023.
Performance as of 12.31.23
|
|
ARDC NAV |
|
ARDC Market |
|
Year to Date |
|
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19.45 |
% |
|
|
32.44 |
% |
|
3 Years |
|
|
4.86 |
% |
|
|
8.14 |
% |
|
5 Years |
|
|
5.92 |
% |
|
|
9.43 |
% |
|
Since Inception* |
|
|
5.35 |
% |
|
|
5.33 |
% |
|
*Since Inception of fund (11/27/2012).
Source: Ares
Performance data quoted represents past performance, which is no guarantee of future results, and current performance may be lower or higher than the figures shown. The NAV total return takes into account the Fund's total annual expenses and does not reflect transaction charges. If transaction charges were reflected, NAV total return would be reduced. Since Inception returns assume a purchase of common shares at the initial offering price of $20.00 per share for market price returns or initial net asset value (NAV) of $19.10 per share for NAV returns. Returns for periods of less than one year are not annualized. All distributions are assumed to be reinvested either in accordance with the dividend reinvestment plan (DRIP) for market price returns or NAV for NAV returns.
www.arespublicfunds.com |
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Not FDIC-Insured. Not Bank Guaranteed, May Lose Value |
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Annual Report 2023
4
Ares Dynamic Credit Allocation Fund, Inc.
Fund Profile & Financial Data (continued)
December 2023
Investment Strategy
The Fund invests primarily in a broad, dynamically managed portfolio of (i) senior secured loans ("Senior Loans") made primarily to companies whose debt is rated below investment grade; (ii) corporate bonds ("Corporate Bonds") that are primarily high yield issues rated below investment grade; (iii) other fixed-income instruments of a similar nature that may be represented by derivatives; and (iv) securities of collateralized loan obligations ("CLOs") and other asset-backed issuers. The Fund utilizes leverage as part of its investment strategy and may incur leverage in an aggregate amount of up to 33 1/3% of the Fund's Managed Assets by borrowing under a credit facility. Ares Capital Management II LLC, the Fund's investment adviser (the "Adviser"), is an affiliate of Ares Management Corporation ("Ares"). The Adviser will seek to implement the Fund's investment strategy through the application of several techniques, including: (i) investing in a diversified portfolio of loans and other debt investments across a broad range of industries with varying characteristics and return profiles; (ii) adhering to the established credit underwriting processes of Ares and doing substantial pre-investment credit analysis, utilizing publicly available credit and industry information as well as other information about the borrowers and issuers; (iii) monitoring the credit quality of the obligors in the Fund's investments and, as appropriate, on a risk adjusted return basis, selling investments in underperforming issuers; and (iv) holding cash and engaging in derivative credit and interest rate hedges. The Adviser will allocate the Fund's portfolio dynamically among investments in the various targeted credit markets to seek to manage interest rate and credit risk and the duration of the Fund's portfolio.
Top 10 Holdings14 as of 12.31.23
Caesars Entertainment Inc |
|
|
1.46 |
% |
|
Power Solutions |
|
|
1.30 |
% |
|
Nestle Skin Health |
|
|
1.13 |
% |
|
Sprint |
|
|
1.13 |
% |
|
Chobani, LLC |
|
|
1.12 |
% |
|
Chart Industries |
|
|
1.10 |
% |
|
Ford Motor Credit Company |
|
|
1.07 |
% |
|
HCA Healthcare Inc |
|
|
1.01 |
% |
|
Williams Cos Inc/The |
|
|
1.00 |
% |
|
Gray Television Inc |
|
|
0.99 |
% |
|
14 Market value percentage may represent multiple instruments by the named issuer and/or multiple issuers being consolidated to the extent they are owned by the same parent company. These values may be different than the issuer concentrations in certain regulatory filings.
Industry Allocation12 as of 12.31.23
12 Credit Suisse industry classifications weighted by market value. These values may be different than industry classifications in certain regulatory filings.
Ratings Distribution13 as of 12.31.23
13 Based on S&P and/or Moody's rating. Credit quality is an assessment of the credit worthiness of an issuer of a security. AAA is the highest rating, meaning the obligor's capacity to meet its financial commitments is strong. As ratings decrease, the obligor is considered more speculative by market participants. Credit ratings apply only to the bonds and preferred securities in the portfolio and not to the shares of the fund which are not rated and will fluctuate in value.
This data is subject to change on a daily basis. As of 12.31.23, the Fund held a negative traded cash balance of -4.3%.
Annual Report 2023
5
Ares Dynamic Credit Allocation Fund, Inc.
Performance Summary
December 31, 2023
The following graph shows the value, as of December 31, 2023, of a $10,000 investment made at the offering price last calculated on December 31, 2013. The net asset value ("NAV") total return takes into account the Fund's total annual expenses and does not reflect transaction charges. If transaction charges were reflected, NAV total return would be reduced. All distributions are assumed to be reinvested either in accordance with the dividend reinvestment plan for market price returns or NAV for NAV returns. For comparative purposes, the performance of the Credit Suisse Leveraged Loan Index ("CSLLI") is shown. CSLLI is designed to mirror the investable universe of the U.S. Dollar-denominated leveraged loan market and is deemed to be an appropriate broad-based securities market index for the Fund. Past performance is no guarantee of future results.
Ares Dynamic Credit Allocation Fund's 10-Year Performance
Performance of a $10,000 investment from December 31, 2013 through December 31, 2023
Average Annual Total Returns through December 31, 2023*
|
|
NAV Total Returns* |
|
MV Total Returns* |
|
1 year |
|
|
19.45 |
% |
|
|
32.44 |
% |
|
5 year |
|
|
5.92 |
% |
|
|
9.43 |
% |
|
10 year |
|
|
4.96 |
% |
|
|
6.27 |
% |
|
* All distributions are assumed to be reinvested either in accordance with the dividend reinvestment plan for market price returns or NAV for NAV returns.
Annual Report 2023
6
Ares Dynamic Credit Allocation Fund, Inc.
Schedule of Investments
December 31, 2023
(in thousands, except shares, percentages and as otherwise noted)
Senior Loans 51.2%(b)(c)(d)
|
|
Principal Amount(a) |
|
Value(a) |
|
Automobiles & Components 0.8% |
|
Clarios Global, LP, 1st Lien Term Loan, 1M SOFR + 3.75%, 9.11%, 05/06/2030 |
|
$ |
2,805 |
|
|
$ |
2,809 |
|
|
Capital Goods 5.7% |
|
AI Aqua Merger Sub, Inc., 1st Lien Term Loan, 07/31/2028(e)(f) |
|
|
4,500 |
|
|
|
3,733 |
|
|
Chart Industries, Inc., 1st Lien Term Loan, 1M SOFR + 3.25%, 8.69%, 03/15/2030 |
|
|
4,011 |
|
|
|
4,014 |
|
|
Gates Global, LLC, 1st Lien Term Loan, 1M SOFR + 3.00%, 8.36%, 11/16/2029 |
|
|
2,963 |
|
|
|
2,969 |
|
|
Pike Corp., 1st Lien Term Loan, 1M SOFR + 3.00%, 8.47%, 01/21/2028 |
|
|
1,283 |
|
|
|
1,286 |
|
|
TransDigm, Inc., 1st Lien Term Loan, 3M SOFR + 3.25%, 8.60%, 02/28/2031 |
|
|
2,500 |
|
|
|
2,509 |
|
|
Traverse Midstream Partners, LLC, 1st Lien Term Loan, 3M SOFR + 3.75%, 9.24%, 02/16/2028 |
|
|
2,791 |
|
|
|
2,790 |
|
|
Tutor Perini Corp., 1st Lien Term Loan, 3M SOFR + 4.75%, 10.21%, 08/18/2027 |
|
|
1,735 |
|
|
|
1,692 |
|
|
|
|
|
|
|
18,993 |
|
|
Commercial & Professional Services 1.0% |
|
GFL Environmental, Inc., 1st Lien Term Loan (Canada), 3M SOFR + 2.50%, 7.91%, 05/31/2027 |
|
|
3,426 |
|
|
|
3,434 |
|
|
Consumer Discretionary Distribution & Retail 1.2% |
|
Peer Holding III B.V., 1st Lien Term Loan (Netherlands), 10/28/2030(f) |
|
|
4,000 |
|
|
|
4,008 |
|
|
Consumer Durables & Apparel 0.7% |
|
Lakeshore Learning Materials, LLC, 1st Lien Term Loan, 1M SOFR + 3.50%, 8.97%, 09/29/2028 |
|
|
2,487 |
|
|
|
2,483 |
|
|
Consumer Services 8.8% |
|
Belfor Holdings, Inc., 1st Lien Term Loan, 1M SOFR + 3.75%, 9.11%, 11/01/2030 |
|
|
1,273 |
|
|
|
1,275 |
|
|
Belron Finance U.S., LLC, 1st Lien Term Loan, 3M SOFR + 2.50%, 8.00%, 04/18/2029 |
|
|
2,219 |
|
|
|
2,222 |
|
|
Century DE Buyer, LLC, 1st Lien Term Loan, 3M SOFR + 4.00%, 9.39%, 10/30/2030 |
|
|
3,500 |
|
|
|
3,509 |
|
|
Equinox Holdings, Inc., 1st Lien Term Loan, 3M SOFR + 9.00%, 14.61%, 03/08/2024 |
|
|
1,961 |
|
|
|
1,907 |
|
|
Fertitta Entertainment, LLC, 1st Lien Term Loan, 1M SOFR + 4.00%, 9.36%, 01/27/2029 |
|
|
1,228 |
|
|
|
1,228 |
|
|
Senior Loans(b)(c)(d) (continued)
|
|
Principal Amount(a) |
|
Value(a) |
|
Gems Menasa Cayman, Ltd., 1st Lien Term Loan (Cayman Islands), 3M SOFR + 4.75%, 10.40%, 07/31/2026 |
|
$ |
3,500 |
|
|
$ |
3,506 |
|
|
IRB Holding Corp., 1st Lien Term Loan, 1M SOFR + 3.00%, 8.46%, 12/15/2027 |
|
|
723 |
|
|
|
723 |
|
|
Kingpin Intermediate Holdings, LLC, 1st Lien Term Loan, 1M SOFR + 3.50%, 8.86%, 02/08/2028 |
|
|
2,574 |
|
|
|
2,570 |
|
|
Ontario Gaming GTA, LP, 1st Lien Term Loan (Canada), 08/01/2030(f) |
|
|
3,000 |
|
|
|
3,010 |
|
|
Penn Entertainment, Inc., 1st Lien Term Loan, 1M SOFR + 2.75%, 8.21%, 05/03/2029 |
|
|
2,970 |
|
|
|
2,973 |
|
|
Raptor Acquisition Corp., 1st Lien Term Loan (Canada), 3M SOFR + 4.00%, 9.63%, 11/01/2026 |
|
|
3,725 |
|
|
|
3,736 |
|
|
Whatabrands, LLC, 1st Lien Term Loan, 1M SOFR + 3.00%, 8.47%, 08/03/2028 |
|
|
2,469 |
|
|
|
2,470 |
|
|
|
|
|
|
|
29,129 |
|
|
Energy 0.6% |
|
Gulf Finance, LLC, 1st Lien Term Loan, 6M SOFR + 6.75%, 12.22%, 08/25/2026 |
|
|
2,073 |
|
|
|
2,071 |
|
|
Equity Real Estate Investment Trusts (REITs) 0.4% |
|
Iron Mountain, Inc., 1st Lien Term Loan, 01/31/2031(f) |
|
|
1,250 |
|
|
|
1,249 |
|
|
Financial Services 1.7% |
|
Axalta Coating Systems Dutch, 1st Lien Term Loan, 3M SOFR + 2.50%, 7.85%, 12/20/2029 |
|
|
2,791 |
|
|
|
2,798 |
|
|
GTCR W Merger Sub, LLC, 1st Lien Term Loan, 09/20/2030(f) |
|
|
3,000 |
|
|
|
3,011 |
|
|
|
|
|
|
|
5,809 |
|
|
Food & Beverage 2.3% |
|
Chobani, LLC, 1st Lien Term Loan, 1M SOFR + 3.50%, 8.97%, 10/25/2027 |
|
|
2,962 |
|
|
|
2,963 |
|
|
Chobani, LLC, 1st Lien Term Loan, 3M SOFR + 3.75%, 9.11%, 10/25/2027 |
|
|
1,500 |
|
|
|
1,502 |
|
|
Froneri Lux Finco SARL, 1st Lien Term Loan (Luxembourg), 6M EURIBOR + 2.13%, 6.10%, 01/29/2027 |
|
€ |
3,000 |
|
|
|
3,273 |
|
|
|
|
|
|
|
7,738 |
|
|
Healthcare Equipment & Services 4.2% |
|
Bausch + Lomb Corp., 1st Lien Term Loan (Canada), 3M SOFR + 3.25%, 8.71%, 05/10/2027 |
|
$ |
1,492 |
|
|
|
1,473 |
|
|
Annual Report 2023
7
Ares Dynamic Credit Allocation Fund, Inc.
Schedule of Investments (continued)
December 31, 2023
(in thousands, except shares, percentages and as otherwise noted)
Senior Loans(b)(c)(d) (continued)
|
|
Principal Amount(a) |
|
Value(a) |
|
Bausch + Lomb Corp., 1st Lien Term Loan (Canada), 1M SOFR + 4.00%, 9.36%, 09/29/2028 |
|
$ |
1,995 |
|
|
$ |
1,987 |
|
|
Ensemble RCM, LLC, 1st Lien Term Loan, 3M SOFR + 3.75%, 9.23%, 08/03/2026 |
|
|
2,984 |
|
|
|
2,987 |
|
|
Mamba Purchaser, Inc., 1st Lien Term Loan, 10/16/2028(f) |
|
|
2,250 |
|
|
|
2,246 |
|
|
Mamba Purchaser, Inc., 2nd Lien Term Loan, 1M SOFR + 6.50%, 11.97%, 10/15/2029(g) |
|
|
1,398 |
|
|
|
1,381 |
|
|
Medline Borrower, LP, 1st Lien Term Loan, 1M SOFR + 3.00%, 8.47%, 10/23/2028 |
|
|
2,481 |
|
|
|
2,491 |
|
|
R1 RCM, Inc., 1st Lien Term Loan, 06/21/2029(f) |
|
|
1,250 |
|
|
|
1,249 |
|
|
|
|
|
|
|
13,814 |
|
|
Household & Personal Products 1.7% |
|
Sunshine Luxembourg VII SARL, 1st Lien Term Loan (Luxembourg), 3M SOFR + 3.50%, 8.95%, 10/01/2026 |
|
|
5,471 |
|
|
|
5,494 |
|
|
Insurance 1.4% |
|
HUB International, Ltd., 1st Lien Term Loan, 3M SOFR + 4.25%, 9.66%, 06/20/2030 |
|
|
4,518 |
|
|
|
4,535 |
|
|
Materials 3.0% |
|
Derby Buyer, LLC, 1st Lien Term Loan, 1M SOFR + 4.25%, 9.60%, 11/01/2030 |
|
|
1,500 |
|
|
|
1,500 |
|
|
Starfruit Finco B.V., 1st Lien Term Loan (Netherlands), 1M SOFR + 4.00%, 9.44%, 04/03/2028 |
|
|
995 |
|
|
|
997 |
|
|
Starfruit Finco B.V., 1st Lien Term Loan (Netherlands), 3M SOFR + 4.00%, 9.47%, 04/03/2028 |
|
|
2,059 |
|
|
|
2,065 |
|
|
Summit Materials, LLC, 1st Lien Term Loan, 11/30/2028(f) |
|
|
2,000 |
|
|
|
2,006 |
|
|
WR Grace Holdings, LLC, 1st Lien Term Loan, 3M SOFR + 3.75%, 9.36%, 09/22/2028 |
|
|
3,276 |
|
|
|
3,282 |
|
|
|
|
|
|
|
9,850 |
|
|
Media & Entertainment 5.2% |
|
Altice Financing SA, 1st Lien Term Loan (Luxembourg), 3M SOFR + 5.00%, 10.39%, 10/31/2027 |
|
|
2,500 |
|
|
|
2,483 |
|
|
Creative Artists Agency, LLC, 1st Lien Term Loan, 1M SOFR + 3.50%, 8.86%, 11/27/2028 |
|
|
3,807 |
|
|
|
3,820 |
|
|
Formula One Management, Ltd., 1st Lien Term Loan (Great Britain), 3M SOFR + 2.25%, 7.60%, 01/15/2030 |
|
|
2,000 |
|
|
|
2,004 |
|
|
Senior Loans(b)(c)(d) (continued)
|
|
Principal Amount(a) |
|
Value(a) |
|
Gray Television, Inc., 1st Lien Term Loan, 12/01/2028(f) |
|
$ |
2,000 |
|
|
$ |
1,983 |
|
|
Univision Communications, Inc., 1st Lien Term Loan, 3M SOFR + 4.25%, 9.60%, 06/24/2029 |
|
|
987 |
|
|
|
988 |
|
|
Virgin Media Bristol, LLC, 1st Lien Term Loan, 6M SOFR + 3.25%, 8.79%, 03/31/2031 |
|
|
3,000 |
|
|
|
2,984 |
|
|
William Morris Endeavor Entertainment, LLC, 1st Lien Term Loan, 1M SOFR + 2.75%, 8.22%, 05/18/2025 |
|
|
2,919 |
|
|
|
2,925 |
|
|
|
|
|
|
|
17,187 |
|
|
Pharmaceuticals, Biotechnology & Life Sciences 0.8% |
|
Catalent Pharma Solutions, Inc., 1st Lien Term Loan, 1M SOFR + 3.00%, 8.36%, 02/22/2028(g) |
|
|
2,750 |
|
|
|
2,750 |
|
|
Software & Services 6.8% |
|
Asurion, LLC, 1st Lien Term Loan, 1M SOFR + 4.00%, 9.46%, 08/19/2028 |
|
|
2,487 |
|
|
|
2,474 |
|
|
Byju's Alpha, Inc., 1st Lien Term Loan, PRIME + 7.00%, 12.65%, 11/24/2026(f)(i) |
|
|
1,411 |
|
|
|
489 |
|
|
iSolved, Inc., 1st Lien Term Loan, 3M SOFR + 4.00%, 9.48%, 10/14/2030 |
|
|
1,789 |
|
|
|
1,789 |
|
|
Ivanti Software, Inc., 1st Lien Revolving Loan, PRIME + 2.50%, 11.00%, 12/01/2025(e)(g) |
|
|
250 |
|
|
|
(5 |
) |
|
Netsmart, Inc., 1st Lien Term Loan, 1M SOFR + 3.75%, 9.22%, 10/01/2027 |
|
|
3,491 |
|
|
|
3,493 |
|
|
Open Text Corp., 1st Lien Term Loan (Canada), 1M SOFR + 2.75%, 8.21%, 01/31/2030 |
|
|
2,922 |
|
|
|
2,927 |
|
|
Project Boost Purchaser, LLC, 1st Lien Term Loan, 05/30/2026(f) |
|
|
4,744 |
|
|
|
4,740 |
|
|
Proofpoint, Inc., 2nd Lien Term Loan, 1M SOFR + 6.25%, 11.72%, 08/31/2029(g) |
|
|
3,000 |
|
|
|
3,000 |
|
|
Quartz Acquireco, LLC, 1st Lien Term Loan, 1M SOFR + 3.50%, 8.86%, 06/28/2030(g) |
|
|
2,494 |
|
|
|
2,500 |
|
|
Quest Software U.S. Holdings, Inc., 1st Lien Term Loan, 3M SOFR + 4.25%, 9.78%, 02/01/2029 |
|
|
921 |
|
|
|
699 |
|
|
Quest Software U.S. Holdings, Inc., 2nd Lien Term Loan, 3M SOFR + 7.50%, 13.03%, 02/01/2030 |
|
|
659 |
|
|
|
389 |
|
|
|
|
|
|
|
22,495 |
|
|
Technology Hardware & Equipment 0.7% |
|
Emerald Debt Merger Sub, LLC, 1st Lien Term Loan, 1M SOFR + 3.00%, 8.36%, 05/31/2030 |
|
|
2,270 |
|
|
|
2,277 |
|
|
Annual Report 2023
8
Ares Dynamic Credit Allocation Fund, Inc.
Schedule of Investments (continued)
December 31, 2023
(in thousands, except shares, percentages and as otherwise noted)
Senior Loans(b)(c)(d) (continued)
|
|
Principal Amount(a) |
|
Value(a) |
|
Telecommunication Services 0.8% |
|
Lumen Technologies, Inc., 1st Lien Term Loan, 1M SOFR + 2.00%, 7.47%, 01/31/2025(g) |
|
$ |
2,824 |
|
|
$ |
2,555 |
|
|
Transportation 2.5% |
|
AAdvantage Loyality IP, Ltd., 1st Lien Term Loan, 3M SOFR + 4.75%, 10.43%, 04/20/2028 |
|
|
3,462 |
|
|
|
3,551 |
|
|
Apple Bidco, LLC, 1st Lien Term Loan, 1M SOFR + 3.50%, 8.86%, 09/22/2028 |
|
|
2,233 |
|
|
|
2,240 |
|
|
SkyMiles IP, Ltd., 1st Lien Term Loan, 3M SOFR + 3.75%, 9.17%, 10/20/2027 |
|
|
1,600 |
|
|
|
1,636 |
|
|
Uber Technologies, Inc., 1st Lien Term Loan, 3M SOFR + 2.75%, 8.14%, 03/03/2030 |
|
|
791 |
|
|
|
793 |
|
|
|
|
|
|
|
8,220 |
|
|
Utilities 0.9% |
|
CQP Holdco, LP, 1st Lien Term Loan, 3M SOFR + 3.00%, 8.36%, 12/31/2030 |
|
|
2,970 |
|
|
|
2,974 |
|
|
Total Senior Loans (Cost: $169,758) |
|
|
|
|
169,874 |
|
|
Corporate Bonds 55.1%
Automobiles & Components 1.1% |
|
Clarios Global, LP, 6.75%, 05/15/2025(d) |
|
|
2,000 |
|
|
|
2,018 |
|
|
Clarios Global, LP, 8.50%, 05/15/2027(d) |
|
|
1,500 |
|
|
|
1,505 |
|
|
|
|
|
|
|
3,523 |
|
|
Capital Goods 3.5% |
|
Bombardier, Inc., (Canada), 8.75%, 11/15/2030(d) |
|
|
2,500 |
|
|
|
2,662 |
|
|
Chart Industries, Inc., 7.50%, 01/01/2030(d) |
|
|
1,000 |
|
|
|
1,046 |
|
|
Chart Industries, Inc., 9.50%, 01/01/2031(d) |
|
|
250 |
|
|
|
272 |
|
|
CP Atlas Buyer, Inc., 7.00%, 12/01/2028(d) |
|
|
2,500 |
|
|
|
2,176 |
|
|
Pike Corp., 8.63%, 01/31/2031(d) |
|
|
500 |
|
|
|
526 |
|
|
Specialty Building Products Holdings, LLC, 6.38%, 09/30/2026(d) |
|
|
3,000 |
|
|
|
2,942 |
|
|
Tutor Perini Corp., 6.88%, 05/01/2025(d) |
|
|
500 |
|
|
|
488 |
|
|
VistaJet Malta Finance PLC, (Malta), 6.38%, 02/01/2030(d) |
|
|
1,000 |
|
|
|
698 |
|
|
VistaJet Malta Finance PLC, (Malta), 9.50%, 06/01/2028(d) |
|
|
1,000 |
|
|
|
846 |
|
|
|
|
|
|
|
11,656 |
|
|
Corporate Bonds (continued)
|
|
Principal Amount(a) |
|
Value(a) |
|
Commercial & Professional Services 0.2% |
|
GFL Environmental, Inc., (Canada), 5.13%, 12/15/2026(d) |
|
$ |
750 |
|
|
$ |
742 |
|
|
Consumer Discretionary Distribution & Retail 1.5% |
|
Bath & Body Works, Inc., 6.63%, 10/01/2030(d) |
|
|
1,000 |
|
|
|
1,023 |
|
|
Bath & Body Works, Inc., 9.38%, 07/01/2025(d) |
|
|
1,151 |
|
|
|
1,215 |
|
|
Constellation Automotive Financing PLC, (Great Britain), 4.88%, 07/15/2027 |
|
£ |
2,500 |
|
|
|
2,605 |
|
|
|
|
|
|
|
4,843 |
|
|
Consumer Durables & Apparel 0.7% |
|
Ashton Woods USA, LLC, 6.63%, 01/15/2028(d) |
|
$ |
2,500 |
|
|
|
2,425 |
|
|
Consumer Services 9.9% |
|
Caesars Entertainment, Inc., 6.25%, 07/01/2025(d) |
|
|
3,250 |
|
|
|
3,259 |
|
|
Caesars Entertainment, Inc., 8.13%, 07/01/2027(d) |
|
|
2,773 |
|
|
|
2,843 |
|
|
Caesars Resort Collection, LLC, 5.75%, 07/01/2025(d) |
|
|
1,000 |
|
|
|
1,000 |
|
|
Gems Menasa Cayman, Ltd., (Cayman Islands), 7.13%, 07/31/2026(d) |
|
|
1,250 |
|
|
|
1,230 |
|
|
Golden Entertainment, Inc., 7.63%, 04/15/2026(d) |
|
|
3,750 |
|
|
|
3,759 |
|
|
Hilton Domestic Operating Co., Inc., 5.75%, 05/01/2028(d) |
|
|
3,500 |
|
|
|
3,502 |
|
|
International Game Technology PLC, (Great Britain), 6.50%, 02/15/2025(d) |
|
|
2,861 |
|
|
|
2,864 |
|
|
IRB Holding Corp., 7.00%, 06/15/2025(d) |
|
|
1,173 |
|
|
|
1,173 |
|
|
Lottomatica SpA, (Italy), 7.13%, 06/01/2028(d) |
|
€ |
2,482 |
|
|
|
2,886 |
|
|
MGM Resorts International, 6.75%, 05/01/2025 |
|
$ |
4,000 |
|
|
|
4,013 |
|
|
Six Flags Theme Parks, Inc., 7.00%, 07/01/2025(d) |
|
|
2,517 |
|
|
|
2,528 |
|
|
VICI Properties LP, 5.63%, 05/01/2024(d) |
|
|
888 |
|
|
|
885 |
|
|
VICI Properties LP, 5.75%, 02/01/2027(d) |
|
|
3,000 |
|
|
|
3,002 |
|
|
|
|
|
|
|
32,944 |
|
|
Consumer Staples Distribution & Retail 0.5% |
|
Albertsons Cos., Inc., 7.50%, 03/15/2026(d) |
|
|
1,500 |
|
|
|
1,528 |
|
|
Annual Report 2023
9
Ares Dynamic Credit Allocation Fund, Inc.
Schedule of Investments (continued)
December 31, 2023
(in thousands, except shares, percentages and as otherwise noted)
Corporate Bonds (continued)
|
|
Principal Amount(a) |
|
Value(a) |
|
Energy 12.1% |
|
Antero Resources Corp., 7.63%, 02/01/2029(d) |
|
$ |
2,222 |
|
|
$ |
2,280 |
|
|
Ascent Resources Utica Holdings, LLC, 8.25%, 12/31/2028(d) |
|
|
2,501 |
|
|
|
2,515 |
|
|
Blue Racer Midstream, LLC, 6.63%, 07/15/2026(d) |
|
|
1,500 |
|
|
|
1,485 |
|
|
Blue Racer Midstream, LLC, 7.63%, 12/15/2025(d) |
|
|
2,000 |
|
|
|
2,026 |
|
|
Callon Petroleum Co., 7.50%, 06/15/2030(d) |
|
|
1,154 |
|
|
|
1,164 |
|
|
Callon Petroleum Co., 8.00%, 08/01/2028(d) |
|
|
1,000 |
|
|
|
1,022 |
|
|
Citgo Petroleum Corp., 7.00%, 06/15/2025(d) |
|
|
3,500 |
|
|
|
3,493 |
|
|
DCP Midstream Operating, LP, 8.13%, 08/16/2030 |
|
|
3,330 |
|
|
|
3,860 |
|
|
Moss Creek Resources Holdings, Inc., 7.50%, 01/15/2026(d) |
|
|
1,284 |
|
|
|
1,281 |
|
|
Moss Creek Resources Holdings, Inc., 10.50%, 05/15/2027(d) |
|
|
1,500 |
|
|
|
1,539 |
|
|
NGL Energy Operating, LLC, 7.50%, 02/01/2026(d) |
|
|
3,095 |
|
|
|
3,126 |
|
|
Occidental Petroleum Corp., 8.88%, 07/15/2030 |
|
|
3,500 |
|
|
|
4,096 |
|
|
Tallgrass Energy Partners, LP, 7.50%, 10/01/2025(d) |
|
|
3,000 |
|
|
|
3,015 |
|
|
Transocean, Inc., (Cayman Islands), 6.80%, 03/15/2038 |
|
|
1,061 |
|
|
|
850 |
|
|
Transocean, Inc., (Cayman Islands), 8.75%, 02/15/2030(d) |
|
|
713 |
|
|
|
745 |
|
|
Transocean, Inc., (Cayman Islands), 11.50%, 01/30/2027(d) |
|
|
750 |
|
|
|
784 |
|
|
Western Midstream Operating, LP, 5.25%, 02/01/2050 |
|
|
2,125 |
|
|
|
1,906 |
|
|
Williams Cos., Inc., 8.75%, 03/15/2032 |
|
|
4,000 |
|
|
|
4,854 |
|
|
|
|
|
|
|
40,041 |
|
|
Equity Real Estate Investment Trusts (REITs) 1.7% |
|
HAT Holdings I, LLC, 8.00%, 06/15/2027(d) |
|
|
3,778 |
|
|
|
3,934 |
|
|
Iron Mountain, Inc., 5.63%, 07/15/2032(d) |
|
|
2,000 |
|
|
|
1,894 |
|
|
|
|
|
|
|
5,828 |
|
|
Financial Services 2.2% |
|
Ally Financial, Inc., 8.00%, 11/01/2031 |
|
|
2,000 |
|
|
|
2,193 |
|
|
Ford Motor Credit Co., LLC, 6.80%, 05/12/2028 |
|
|
2,500 |
|
|
|
2,613 |
|
|
Corporate Bonds (continued)
|
|
Principal Amount(a) |
|
Value(a) |
|
Ford Motor Credit Co., LLC, 6.95%, 06/10/2026 |
|
$ |
1,000 |
|
|
$ |
1,026 |
|
|
Ford Motor Credit Co., LLC, 7.35%, 11/04/2027 |
|
|
1,465 |
|
|
|
1,546 |
|
|
|
|
|
|
|
7,378 |
|
|
Food & Beverage 0.3% |
|
Chobani, LLC, 7.50%, 04/15/2025(d) |
|
|
1,000 |
|
|
|
995 |
|
|
Healthcare Equipment & Services 1.5% |
|
HCA, Inc., 7.69%, 06/15/2025 |
|
|
4,750 |
|
|
|
4,906 |
|
|
Materials 4.9% |
|
Crown Cork & Seal Co., Inc., 7.38%, 12/15/2026 |
|
|
4,350 |
|
|
|
4,567 |
|
|
First Quantum Minerals, Ltd., (Canada), 6.88%, 03/01/2026(d) |
|
|
1,250 |
|
|
|
1,124 |
|
|
First Quantum Minerals, Ltd., (Canada), 6.88%, 10/15/2027(d) |
|
|
2,500 |
|
|
|
2,125 |
|
|
Kobe U.S. Midco 2, Inc., 9.25%, 11/01/2026(d)(h) |
|
|
1,401 |
|
|
|
1,044 |
|
|
Owens-Brockway Glass Container, Inc., 6.38%, 08/15/2025(d) |
|
|
3,000 |
|
|
|
3,007 |
|
|
Summit Materials, LLC, 6.50%, 03/15/2027(d) |
|
|
2,750 |
|
|
|
2,748 |
|
|
Trident TPI Holdings, Inc., 12.75%, 12/31/2028(d) |
|
|
1,500 |
|
|
|
1,605 |
|
|
|
|
|
|
|
16,220 |
|
|
Media & Entertainment 4.3% |
|
Belo Corp., 7.25%, 09/15/2027 |
|
|
3,250 |
|
|
|
3,268 |
|
|
Gray Television, Inc., 7.00%, 05/15/2027(d) |
|
|
3,000 |
|
|
|
2,851 |
|
|
Live Nation Entertainment, Inc., 6.50%, 05/15/2027(d) |
|
|
3,250 |
|
|
|
3,307 |
|
|
Nexstar Broadcasting, Inc., 5.63%, 07/15/2027(d) |
|
|
2,000 |
|
|
|
1,934 |
|
|
Univision Communications, Inc., 6.63%, 06/01/2027(d) |
|
|
1,000 |
|
|
|
997 |
|
|
Univision Communications, Inc., 8.00%, 08/15/2028(d) |
|
|
2,000 |
|
|
|
2,064 |
|
|
|
|
|
|
|
14,421 |
|
|
Semiconductors & Semiconductor Equipment 0.8% |
|
Amkor Technology, Inc., 6.63%, 09/15/2027(d) |
|
|
2,500 |
|
|
|
2,531 |
|
|
Annual Report 2023
10
Ares Dynamic Credit Allocation Fund, Inc.
Schedule of Investments (continued)
December 31, 2023
(in thousands, except shares, percentages and as otherwise noted)
Corporate Bonds (continued)
|
|
Principal Amount(a) |
|
Value(a) |
|
Software & Services 1.3% |
|
Leidos, Inc., 7.13%, 07/01/2032 |
|
$ |
2,500 |
|
|
$ |
2,740 |
|
|
Open Text Corp., (Canada), 6.90%, 12/01/2027(d) |
|
|
1,500 |
|
|
|
1,560 |
|
|
|
|
|
|
|
4,300 |
|
|
Technology Hardware & Equipment 1.1% |
|
Dell International, LLC, 6.02%, 06/15/2026 |
|
|
1,225 |
|
|
|
1,254 |
|
|
Dell International, LLC, 6.10%, 07/15/2027 |
|
|
1,500 |
|
|
|
1,560 |
|
|
Emerald Debt Merger Sub LLC, 6.38%, 12/15/2030(d) |
|
€ |
861 |
|
|
|
1,015 |
|
|
|
|
|
|
|
3,829 |
|
|
Telecommunication Services 4.1% |
|
Altice France Holding S.A., (Luxembourg), 10.50%, 05/15/2027(d) |
|
$ |
2,000 |
|
|
|
1,295 |
|
|
Altice France S.A., (France), 8.13%, 02/01/2027(d) |
|
|
500 |
|
|
|
461 |
|
|
Iliad Holding S.A.S, (France), 6.50%, 10/15/2026(d) |
|
|
3,000 |
|
|
|
2,994 |
|
|
Iliad Holding S.A.S, (France), 7.00%, 10/15/2028(d) |
|
|
1,000 |
|
|
|
995 |
|
|
Sable International Finance, Ltd., (Cayman Islands), 5.75%, 09/07/2027(d) |
|
|
2,500 |
|
|
|
2,362 |
|
|
Sprint, LLC, 7.63%, 03/01/2026 |
|
|
5,250 |
|
|
|
5,482 |
|
|
|
|
|
|
|
13,589 |
|
|
Transportation 2.9% |
|
GLP Capital, LP, 5.38%, 04/15/2026 |
|
|
3,000 |
|
|
|
2,981 |
|
|
Mileage Plus Holdings, LLC, 6.50%, 06/20/2027(d) |
|
|
4,025 |
|
|
|
4,037 |
|
|
Uber Technologies, Inc., 7.50%, 09/15/2027(d) |
|
|
1,000 |
|
|
|
1,036 |
|
|
Uber Technologies, Inc., 8.00%, 11/01/2026(d) |
|
|
1,500 |
|
|
|
1,528 |
|
|
|
|
|
|
|
9,582 |
|
|
Utilities 0.5% |
|
CQP Holdco, LP, 7.50%, 12/15/2033(d) |
|
|
1,750 |
|
|
|
1,813 |
|
|
Total Corporate Bonds (Cost: $185,006) |
|
|
|
|
183,094 |
|
|
Collateralized Loan Obligations 46.5%(d)(g)
Collateralized Loan Obligations — Debt 33.8%(b)(c) |
|
AMMC CLO XI, Ltd., (Cayman Islands), 3M LIBOR + 6.06%, 11.45%, 04/30/2031 |
|
|
2,000 |
|
|
|
1,910 |
|
|
Collateralized Loan Obligations(d)(g) (continued)
|
|
Principal Amount(a) |
|
Value(a) |
|
AMMC CLO XXII, Ltd., (Cayman Islands), 3M LIBOR + 5.76%, 11.14%, 04/25/2031 |
|
$ |
3,000 |
|
|
$ |
2,761 |
|
|
Atlas Senior Loan Fund VII, Ltd., (Cayman Islands), 3M LIBOR + 8.31%, 13.69%, 11/27/2031 |
|
|
802 |
|
|
|
432 |
|
|
Bain Capital Credit CLO, Ltd. 2017-2, (Cayman Islands), 3M LIBOR + 7.12%, 12.50%, 07/25/2034 |
|
|
3,000 |
|
|
|
2,950 |
|
|
Bain Capital Credit CLO, Ltd. 2019-2, (Cayman Islands), 3M LIBOR + 6.58%, 11.98%, 10/17/2032 |
|
|
2,500 |
|
|
|
2,430 |
|
|
Bain Capital Credit CLO, Ltd. 2019-4, (Cayman Islands), 3M LIBOR + 7.99%, 13.38%, 04/23/2035 |
|
|
1,000 |
|
|
|
988 |
|
|
Bain Capital Credit CLO, Ltd. 2020-1, (Cayman Islands), 3M LIBOR + 8.51%, 13.91%, 04/18/2033 |
|
|
3,000 |
|
|
|
3,007 |
|
|
Bain Capital Credit CLO, Ltd. 2021-5, (Cayman Islands), 3M LIBOR + 6.76%, 12.17%, 10/23/2034 |
|
|
2,000 |
|
|
|
1,948 |
|
|
Barings CLO, Ltd. 2020-I, (Cayman Islands), 3M LIBOR + 6.91%, 12.31%, 10/15/2036 |
|
|
1,000 |
|
|
|
980 |
|
|
Canyon Capital CLO, Ltd. 2018-1, (Cayman Islands), 3M LIBOR + 6.01%, 11.41%, 07/15/2031 |
|
|
750 |
|
|
|
714 |
|
|
Carlyle Global Market Strategies CLO, Ltd. 2017-1, (Cayman Islands), 3M LIBOR + 6.26%, 11.68%, 04/20/2031 |
|
|
3,000 |
|
|
|
2,770 |
|
|
Carlyle US CLO, Ltd. 2021-10, (Cayman Islands), 3M LIBOR + 6.76%, 12.18%, 10/20/2034 |
|
|
1,000 |
|
|
|
976 |
|
|
Cedar Funding CLO II, Ltd., (Cayman Islands), 3M LIBOR + 7.56%, 12.98%, 04/20/2034 |
|
|
1,750 |
|
|
|
1,723 |
|
|
CIFC Funding, Ltd. 2019-4A, (Cayman Islands), 3M LIBOR + 6.86%, 12.26%, 10/15/2034 |
|
|
1,500 |
|
|
|
1,491 |
|
|
CIFC Funding, Ltd. 2021-VI, (Cayman Islands), 3M LIBOR + 6.51%, 11.91%, 10/15/2034 |
|
|
2,000 |
|
|
|
1,942 |
|
|
CIFC Funding, Ltd. 2021-VII, (Cayman Islands), 3M LIBOR + 6.61%, 12.02%, 01/23/2035 |
|
|
2,406 |
|
|
|
2,375 |
|
|
Crestline Denali CLO XIV, Ltd., (Cayman Islands), 3M LIBOR + 6.61%, 12.02%, 10/23/2031 |
|
|
2,000 |
|
|
|
1,859 |
|
|
Denali Capital CLO XII, Ltd., (Cayman Islands), 3M LIBOR + 6.16%, 11.56%, 04/15/2031 |
|
|
2,500 |
|
|
|
2,295 |
|
|
Dryden 26 Senior Loan Fund, (Cayman Islands), 3M LIBOR + 5.8%, 11.20%, 04/15/2029 |
|
|
2,000 |
|
|
|
1,902 |
|
|
Annual Report 2023
11
Ares Dynamic Credit Allocation Fund, Inc.
Schedule of Investments (continued)
December 31, 2023
(in thousands, except shares, percentages and as otherwise noted)
Collateralized Loan Obligations(d)(g) (continued)
|
|
Principal Amount(a) |
|
Value(a) |
|
Dryden 40 Senior Loan Fund, (Cayman Islands), 3M LIBOR + 6.01%, 11.39%, 08/15/2031 |
|
$ |
3,000 |
|
|
$ |
2,638 |
|
|
Dryden 45 Senior Loan Fund, (Cayman Islands), 3M LIBOR + 6.11%, 11.51%, 10/15/2030 |
|
|
3,000 |
|
|
|
2,795 |
|
|
Dryden 85 CLO, Ltd., (Cayman Islands), 3M LIBOR + 6.76%, 12.16%, 10/15/2035 |
|
|
2,000 |
|
|
|
1,929 |
|
|
Elmwood CLO I, Ltd., (Cayman Islands), 3M LIBOR + 7.97%, 13.39%, 10/20/2033 |
|
|
3,000 |
|
|
|
3,005 |
|
|
Elmwood CLO II, Ltd., (Cayman Islands), 3M LIBOR + 7.06%, 12.48%, 04/20/2034 |
|
|
1,650 |
|
|
|
1,654 |
|
|
Elmwood CLO III, Ltd., (Cayman Islands), 3M LIBOR + 6.76%, 12.18%, 10/20/2034 |
|
|
1,750 |
|
|
|
1,752 |
|
|
Elmwood CLO VIII, Ltd., (Cayman Islands), 3M LIBOR + 6.26%, 11.68%, 01/20/2034 |
|
|
1,000 |
|
|
|
988 |
|
|
Elmwood CLO VIII, Ltd., (Cayman Islands), 3M LIBOR + 8.26%, 13.68%, 01/20/2034 |
|
|
1,000 |
|
|
|
992 |
|
|
Elmwood CLO XX, Ltd., (Cayman Islands), 3M LIBOR + 8.55%, 13.95%, 10/17/2034 |
|
|
1,700 |
|
|
|
1,703 |
|
|
Generate CLO VIII, Ltd., (Cayman Islands), 3M LIBOR + 7.21%, 12.63%, 10/20/2034 |
|
|
1,000 |
|
|
|
1,002 |
|
|
Highbridge Loan Management, Ltd. 2014-4, (Cayman Islands), 3M LIBOR + 7.62%, 13.01%, 01/28/2030 |
|
|
2,000 |
|
|
|
1,686 |
|
|
Holding B B.V., (Jersey), 3M LIBOR + 8.32%, 13.71%, 07/15/2035 |
|
|
1,125 |
|
|
|
1,134 |
|
|
Invesco CLO, Ltd., (Cayman Islands), 3M LIBOR + 6.41%, 11.81%, 07/15/2034 |
|
|
1,000 |
|
|
|
956 |
|
|
LCM XVII, LP, (Cayman Islands), 3M LIBOR + 6.26%, 11.66%, 10/15/2031 |
|
|
3,750 |
|
|
|
2,852 |
|
|
Madison Park Funding XIV, Ltd., (Cayman Islands), 3M LIBOR + 8.03%, 13.44%, 10/22/2030 |
|
|
2,500 |
|
|
|
2,094 |
|
|
Madison Park Funding XXVI, Ltd., (Cayman Islands), 3M LIBOR + 6.76%, 12.15%, 07/29/2030 |
|
|
1,500 |
|
|
|
1,490 |
|
|
Madison Park Funding XXVIII, Ltd., (Cayman Islands), 3M LIBOR + 7.86%, 13.26%, 07/15/2030 |
|
|
1,000 |
|
|
|
955 |
|
|
Madison Park Funding XXXII, Ltd., (Cayman Islands), 3M LIBOR + 6.46%, 11.87%, 01/22/2031 |
|
|
3,000 |
|
|
|
3,005 |
|
|
Madison Park Funding XXXV, Ltd., (Cayman Islands), 3M LIBOR + 6.36%, 11.78%, 04/20/2032 |
|
|
1,500 |
|
|
|
1,504 |
|
|
Madison Park Funding XXXVI, Ltd., (Cayman Islands), 3M LIBOR + 7.05%, 12.44%, 04/15/2035 |
|
|
1,000 |
|
|
|
996 |
|
|
Collateralized Loan Obligations(d)(g) (continued)
|
|
Principal Amount(a) |
|
Value(a) |
|
Madison Park Funding XXXVII, Ltd., (Cayman Islands), 3M LIBOR + 6.41%, 11.81%, 07/15/2033 |
|
$ |
1,000 |
|
|
$ |
993 |
|
|
Magnetite XIX, Ltd., (Cayman Islands), 3M LIBOR + 6.66%, 12.06%, 04/17/2034 |
|
|
2,000 |
|
|
|
1,995 |
|
|
Magnetite XXIV, Ltd., (Cayman Islands), 3M LIBOR + 6.4%, 11.79%, 04/15/2035 |
|
|
1,500 |
|
|
|
1,478 |
|
|
Northwoods Capital XII-B, Ltd., (Cayman Islands), 3M LIBOR + 6.05%, 11.43%, 06/15/2031 |
|
|
2,000 |
|
|
|
1,736 |
|
|
Oak Hill Credit Partners X-R, Ltd., (Cayman Islands), 3M LIBOR + 6.51%, 11.93%, 04/20/2034 |
|
|
1,500 |
|
|
|
1,497 |
|
|
Oaktree CLO, Ltd. 2019-2, (Cayman Islands), 3M LIBOR + 7.03%, 12.43%, 04/15/2031 |
|
|
2,000 |
|
|
|
1,930 |
|
|
OHA Credit Funding 12, Ltd. 2022-12, (Bermuda), 3M LIBOR + 8.00%, 13.42%, 07/20/2036 |
|
|
1,975 |
|
|
|
2,002 |
|
|
OHA Credit Funding 3, Ltd., (Cayman Islands), 3M LIBOR + 6.51%, 11.93%, 07/02/2035 |
|
|
1,000 |
|
|
|
1,002 |
|
|
OHA Credit Funding 4, Ltd., (Cayman Islands), 3M LIBOR + 6.66%, 12.07%, 10/22/2036 |
|
|
1,000 |
|
|
|
1,002 |
|
|
OHA Credit Partners VII, Ltd., (Cayman Islands), 3M LIBOR + 6.51%, 11.88%, 02/20/2034 |
|
|
3,000 |
|
|
|
3,007 |
|
|
OHA Credit Partners XI, Ltd., (Cayman Islands), 3M LIBOR + 8.16%, 13.58%, 01/20/2032 |
|
|
2,750 |
|
|
|
2,547 |
|
|
RR 21, Ltd. 2022-21, (Bermuda), 3M LIBOR + 7.65%, 13.04%, 07/15/2035 |
|
|
1,500 |
|
|
|
1,508 |
|
|
Sixth Street CLO XX, Ltd, (Cayman Islands), 3M LIBOR + 6.41%, 11.83%, 10/20/2034 |
|
|
1,250 |
|
|
|
1,247 |
|
|
Sound Point CLO XXVI, Ltd., (Cayman Islands), 3M LIBOR + 7.12%, 12.54%, 07/20/2034 |
|
|
1,000 |
|
|
|
909 |
|
|
Tallman Park CLO, Ltd., (Cayman Islands), 3M LIBOR + 6.61%, 12.03%, 04/20/2034 |
|
|
2,000 |
|
|
|
1,985 |
|
|
TCI-Flatiron CLO, Ltd. 2018-1, (Cayman Islands), 3M LIBOR + 6.41%, 11.80%, 01/29/2032 |
|
|
3,000 |
|
|
|
2,993 |
|
|
TICP CLO VI, Ltd. 2016-2, (Cayman Islands), 3M LIBOR + 6.51%, 11.91%, 01/15/2034 |
|
|
2,250 |
|
|
|
2,204 |
|
|
TICP CLO XIII, Ltd., (Cayman Islands), 3M LIBOR + 6.46%, 11.86%, 04/15/2034 |
|
|
1,250 |
|
|
|
1,234 |
|
|
Trestles CLO, Ltd. 2017-1, (Cayman Islands), 3M LIBOR + 6.51%, 11.89%, 04/25/2032 |
|
|
1,000 |
|
|
|
1,002 |
|
|
Venture XXIV CLO, Ltd., (Cayman Islands), 3M LIBOR + 6.98%, 12.40%, 10/20/2028 |
|
|
700 |
|
|
|
590 |
|
|
Venture XXVII CLO, Ltd., (Cayman Islands), 3M LIBOR + 6.61%, 12.03%, 07/20/2030 |
|
|
2,025 |
|
|
|
1,277 |
|
|
Annual Report 2023
12
Ares Dynamic Credit Allocation Fund, Inc.
Schedule of Investments (continued)
December 31, 2023
(in thousands, except shares, percentages and as otherwise noted)
Collateralized Loan Obligations(d)(g) (continued)
|
|
Principal Amount(a) |
|
Value(a) |
|
Vibrant CLO X, Ltd., (Cayman Islands), 3M LIBOR + 6.45%, 11.87%, 10/20/2031 |
|
$ |
3,000 |
|
|
$ |
2,559 |
|
|
Voya CLO, Ltd. 2013-3, (Cayman Islands), 3M LIBOR + 6.16%, 11.56%, 10/18/2031 |
|
|
2,750 |
|
|
|
2,526 |
|
|
Voya CLO, Ltd. 2015-3, (Cayman Islands), 3M LIBOR + 6.46%, 11.88%, 10/20/2031 |
|
|
3,000 |
|
|
|
2,432 |
|
|
|
|
|
|
|
112,238 |
|
|
Collateralized Loan Obligations — Equity 12.7% |
|
AIMCO CLO XI, Ltd., (Cayman Islands), 16.17%, 10/17/2034 |
|
|
1,985 |
|
|
|
1,727 |
|
|
AIMCO CLO XVI, Ltd., (Cayman Islands), 15.11%, 01/17/2035 |
|
|
1,150 |
|
|
|
893 |
|
|
AIMCO CLO XX, Ltd., (Jersey), 10/16/2036 |
|
|
1,588 |
|
|
|
1,496 |
|
|
Allegro CLO V, Ltd., (Cayman Islands), 12.57%, 10/16/2030 |
|
|
2,000 |
|
|
|
307 |
|
|
Bain Capital Credit CLO, Ltd. 2020-2, (Cayman Islands), 55.12%, 07/19/2034 |
|
|
1,250 |
|
|
|
746 |
|
|
Bain Capital Credit CLO, Ltd. 2022-1, (Cayman Islands), 18.92%, 04/18/2035 |
|
|
1,500 |
|
|
|
1,035 |
|
|
Canyon Capital CLO, Ltd. 2019-1, (Cayman Islands), 21.98%, 04/15/2032 |
|
|
1,000 |
|
|
|
415 |
|
|
Carlyle Global Market Strategies CLO, Ltd. 2018-3, (Cayman Islands), 6.23%, 10/15/2030 |
|
|
3,223 |
|
|
|
1,100 |
|
|
Cedar Funding CLO V, Ltd., (Cayman Islands), 21.01%, 07/17/2031 |
|
|
2,546 |
|
|
|
1,242 |
|
|
CIFC Funding, Ltd. 2020-3A, (Cayman Islands), 22.87%, 10/20/2034 |
|
|
1,750 |
|
|
|
1,437 |
|
|
CIFC Funding, Ltd. 2021-5A, (Cayman Islands), 18.74%, 07/15/2034 |
|
|
2,250 |
|
|
|
1,559 |
|
|
Dryden 98 CLO, Ltd., (Cayman Islands), 22.38%, 04/20/2035 |
|
|
1,100 |
|
|
|
761 |
|
|
Elmwood CLO XI, Ltd., (Cayman Islands), 20.23%, 10/20/2034 |
|
|
1,200 |
|
|
|
1,090 |
|
|
ICG U.S. CLO, Ltd. 2021-1, (Cayman Islands), 14.82%, 04/17/2034 |
|
|
2,000 |
|
|
|
848 |
|
|
Invesco CLO 2021-3, Ltd., (Cayman Islands), 10/22/2034 |
|
|
113 |
|
|
|
32 |
|
|
Invesco CLO 2021-3, Ltd., (Cayman Islands), 18.04%, 10/22/2034 |
|
|
1,130 |
|
|
|
699 |
|
|
LCM XV, LP, (Cayman Islands), 07/20/2030 |
|
|
5,875 |
|
|
|
319 |
|
|
Madison Park Funding LIII, Ltd., (Cayman Islands), 21.07%, 04/21/2035 |
|
|
2,000 |
|
|
|
1,543 |
|
|
Madison Park Funding LIX, Ltd., (Cayman Islands), 17.69%, 01/18/2034 |
|
|
2,250 |
|
|
|
1,551 |
|
|
Collateralized Loan Obligations(d)(g) (continued)
|
|
Principal Amount(a) |
|
Value(a) |
|
Madison Park Funding XII, Ltd., (Cayman Islands), 07/20/2026 |
|
$ |
4,000 |
|
|
$ |
8 |
|
|
Madison Park Funding XXII, Ltd., (Cayman Islands), 27.58%, 01/15/2033 |
|
|
4,000 |
|
|
|
2,307 |
|
|
Madison Park Funding XXXI, Ltd., (Cayman Islands), 20.36%, 01/23/2048 |
|
|
2,000 |
|
|
|
1,198 |
|
|
Madison Park Funding XXXII, Ltd., (Cayman Islands), 29.86%, 01/22/2048 |
|
|
2,000 |
|
|
|
1,146 |
|
|
Madison Park Funding, Ltd., (Cayman Islands), 14.88%, 04/21/2035 |
|
|
1,500 |
|
|
|
1,203 |
|
|
Magnetite XXVIII, Ltd., (Cayman Islands), 25.70%, 01/20/2035 |
|
|
2,500 |
|
|
|
2,106 |
|
|
Oaktree CLO, Ltd. 2015-1, (Cayman Islands), 10/20/2027 |
|
|
4,000 |
|
|
|
134 |
|
|
OHA Credit Partners VII, Ltd., (Cayman Islands), 18.49%, 02/20/2034 |
|
|
2,672 |
|
|
|
1,487 |
|
|
OHA Credit Partners XVI, (Cayman Islands), 20.69%, 10/18/2034 |
|
|
1,635 |
|
|
|
1,386 |
|
|
OHA Loan Funding, Ltd. 2016-1, (Cayman Islands), 26.08%, 01/20/2033 |
|
|
3,250 |
|
|
|
2,226 |
|
|
RR 19, Ltd., (Cayman Islands), 16.22%, 10/15/2035 |
|
|
2,350 |
|
|
|
1,965 |
|
|
RRX 7 Ltd. 2022-7, (Cayman Islands), 19.89%, 07/15/2122 |
|
|
3,875 |
|
|
|
2,861 |
|
|
Signal Peak CLO V, Ltd., (Cayman Islands), 1.34%, 04/25/2031 |
|
|
2,568 |
|
|
|
730 |
|
|
Signal Peak CLO VIII, Ltd., (Cayman Islands), 16.87%, 04/20/2033 |
|
|
4,000 |
|
|
|
2,278 |
|
|
Wellfleet CLO, Ltd. 2018-3, (Cayman Islands), 6.95%, 01/20/2032 |
|
|
3,000 |
|
|
|
551 |
|
|
Wellman Park CLO, Ltd., (Cayman Islands), 07/15/2034 |
|
|
5,000 |
|
|
|
97 |
|
|
Wellman Park CLO, Ltd., (Cayman Islands), 17.57%, 07/15/2034 |
|
|
2,500 |
|
|
|
1,786 |
|
|
West CLO, Ltd. 2013-1, (Cayman Islands), 11/07/2025 |
|
|
500 |
|
|
|
— |
|
|
|
|
|
|
|
42,269 |
|
|
Total Collateralized Loan Obligations (Cost: $170,475) |
|
|
|
|
154,507 |
|
|
Total Investments — 152.8% (Cost: $525,239) |
|
|
|
$ |
507,475 |
|
|
Liabilities in Excess of Other Assets — (52.8%) |
|
|
|
|
(175,360 |
) |
|
Net Assets — 100.0% |
|
|
|
$ |
332,115 |
|
|
Annual Report 2023
13
Ares Dynamic Credit Allocation Fund, Inc.
Schedule of Investments (continued)
December 31, 2023
(in thousands, except shares, percentages and as otherwise noted)
Footnotes:
(a) Investment holdings in foreign currencies are converted to U.S. Dollars using period end spot rates. Investments are in United States enterprises and all principal balances shown are in U.S. Dollars unless otherwise noted.
(b) Variable rate loans bear interest at a rate that may be determined by reference to the Secured Overnight Financing Rate ("SOFR"), the London Interbank Offered Rate ("LIBOR"), Euro InterBank Offered Rate ("EURIBOR"), the U.S. Prime Rate ("PRIME"), or an alternate base rate (commonly based on the Federal Funds Rate or the Prime Rate), at the borrower's option, which reset annually, semi-annually, quarterly, bi-monthly, monthly or daily. SOFR based contracts may include a credit spread adjustment that is charged in addition to the base rate and the stated spread. For each such loan, Ares Dynamic Credit Allocation Fund, Inc. (the "Fund") has provided the interest rate in effect on the date presented.
(c) Variable rate coupon rate shown as of December 31, 2023.
(d) Senior Loans, Collateralized Loan Obligations and Corporate Bonds exempt from registration under Rule 144A, which as of December 31, 2023 represented 135.8% of the Fund's net assets or 88.9% of the Fund's total assets, are subject to legal restrictions on sales.
(e) As of December 31, 2023, the Fund had the following commitments to funds various revolving senior secured loans. Such commitment is subject to the satisfaction of certain conditions set forth in the documents governing this loan and there can be no assurance that such conditions will be satisfied. See Note 2 of the Notes to Financial Statements for further information on revolving loan commitments.
Unfunded Issuer |
|
Total revolving commitments |
|
Less: drawn commitments |
|
Total undrawn commitments |
|
Ivanti Software, Inc. |
|
$ |
250 |
|
|
$ |
12 |
|
|
$ |
238 |
|
|
AI Aqua Merger Sub, Inc. |
|
|
4,500 |
|
|
|
3,717 |
|
|
|
783 |
|
|
Total |
|
$ |
4,750 |
|
|
$ |
3,729 |
|
|
$ |
1,021 |
|
|
(f) This loan or a portion of this loan represents an unsettled loan purchase. The interest rate will be determined at the time of settlement and will be based upon a spread plus the applicable reference rate determined at the time of purchase.
(g) Investments whose values were determined using significant unobservable inputs (Level 3) (See Note 4 of the Notes to Financial Statements).
(h) Includes a PIK provision
(i) Loan or bond was on non-accrual status as of December 31, 2023.
As of December 31, 2023, the aggregate cost of securities for federal income tax purposes was $527,152. Unrealized appreciation and depreciation on investments for federal income tax purposes are as follows:
Gross unrealized appreciation |
|
$ |
6,697 |
|
|
Gross unrealized depreciation |
|
|
(26,374 |
) |
|
Net unrealized depreciation |
|
$ |
(19,677 |
) |
|
Currencies:
£ British Pounds
€ Euro Currency
$ U.S. Dollars
Abbreviations:
144A Certain conditions for public sale may exist. Unless otherwise noted, these securities are deemed to be liquid.
CLO Collateralized Loan Obligation
Annual Report 2023
14
Ares Dynamic Credit Allocation Fund, Inc.
Statement of Assets and Liabilities
December 31, 2023
(in thousands, except per share data)
Assets: |
|
Investments, at value (cost $525,239) |
|
|
$507,475 |
|
|
Cash and cash equivalents |
|
|
8,739 |
|
|
Cash denominated in foreign currency, at value (cost $637) |
|
|
669 |
|
|
Interest and principal receivable |
|
|
7,538 |
|
|
Receivable for securities sold |
|
|
144 |
|
|
Other assets |
|
|
28 |
|
|
Total assets |
|
|
524,593 |
|
|
Liabilities: |
|
Mandatory redeemable preferred shares (liquidation preference of $100,000, net of unamortized deferred issuance costs of $838) |
|
|
99,162 |
|
|
Debt |
|
|
63,539 |
|
|
Payable for securities purchased |
|
|
24,520 |
|
|
Payable for interest expense and commitment fees |
|
|
2,898 |
|
|
Payable for investment advisory fees |
|
|
745 |
|
|
Payable for distributions to shareholders |
|
|
143 |
|
|
Accrued expenses and other payables |
|
|
1,471 |
|
|
Total liabilities |
|
|
192,478 |
|
|
Net assets |
|
$ |
332,115 |
|
|
Net assets consist of: |
|
Paid-in capital |
|
|
$439,773 |
|
|
Accumulated overdistributed earnings |
|
|
(107,658) |
|
|
Net assets |
|
$ |
332,115 |
|
|
Common shares: |
|
Net assets |
|
|
$332,115 |
|
|
Shares outstanding (authorized 1 billion shares of $0.001 par value) |
|
|
22,915 |
|
|
Net asset value per share |
|
|
$14.49 |
|
|
See accompanying Notes to Financial Statements.
Annual Report 2023
15
Ares Dynamic Credit Allocation Fund, Inc.
Statement of Operations
For the year ended December 31, 2023
(in thousands)
Investment income: |
|
Interest |
|
$ |
50,439 |
|
|
Total investment income |
|
|
50,439 |
|
|
Expenses: |
|
Interest and credit facility fees (Notes 6 and 7) |
|
|
7,730 |
|
|
Investment advisory fees (Note 3) |
|
|
4,866 |
|
|
Administrative services of the adviser (Note 3) |
|
|
1,316 |
|
|
Other expenses |
|
|
1,509 |
|
|
Total expenses |
|
|
15,421 |
|
|
Tax expense (Note 9) |
|
|
524 |
|
|
Total expenses |
|
|
15,945 |
|
|
Net investment income |
|
|
34,494 |
|
|
Net realized and unrealized gains/(losses) on investments and foreign currency |
|
Net realized losses on investments |
|
|
(18,181 |
) |
|
Net realized gains on foreign currency |
|
|
258 |
|
|
Net unrealized gains on investments |
|
|
40,339 |
|
|
Net unrealized losses on foreign currency |
|
|
(558 |
) |
|
Net realized and unrealized gains on investments and foreign currency |
|
|
21,858 |
|
|
Total increase in net assets resulting from operations |
|
$ |
56,352 |
|
|
See accompanying Notes to Financial Statements.
Annual Report 2023
16
Ares Dynamic Credit Allocation Fund, Inc.
Statements of Changes in Net Assets
(in thousands)
|
|
For the Year Ended December 31, 2023 |
|
For the Year Ended December 31, 2022 |
|
Increase (decrease) in net assets from operations: |
|
Net investment income |
|
$ |
34,494 |
|
|
$ |
29,947 |
|
|
Net realized losses on investments and foreign currency |
|
|
(17,923 |
) |
|
|
(20,617 |
) |
|
Net unrealized gains/(losses) on investments and foreign currency |
|
|
39,781 |
|
|
|
(55,435 |
) |
|
Net increase/(decrease) from operations |
|
|
56,352 |
|
|
|
(46,105 |
) |
|
Distributions to shareholders from (Note 2): |
|
Distributable earnings |
|
|
(31,050 |
) |
|
|
(27,383 |
) |
|
Increase/(decrease) in net assets from operations and distributions |
|
|
25,302 |
|
|
|
(73,488 |
) |
|
Share transactions: |
|
Cost of shares repurchased (Note 5) |
|
|
— |
|
|
|
— |
|
|
Net increase from share transactions |
|
|
— |
|
|
|
— |
|
|
Total increase/(decrease) in net assets |
|
|
25,302 |
|
|
|
(73,488 |
) |
|
Net Assets, beginning of period |
|
|
306,813 |
|
|
|
380,301 |
|
|
Net Assets, end of period |
|
$ |
332,115 |
|
|
$ |
306,813 |
|
|
See accompanying Notes to Financial Statements.
Annual Report 2023
17
Ares Dynamic Credit Allocation Fund, Inc.
Statement of Cash Flows
For the year ended December 31, 2023
(in thousands)
Operating activities: |
|
Net increase in net assets resulting from operations |
|
$ |
56,352 |
|
|
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities: |
|
Purchases of investments |
|
|
(257,127 |
) |
|
Proceeds from the sale of investments |
|
|
249,668 |
|
|
Amortization and accretion of discounts and premiums, net |
|
|
413 |
|
|
Amortization of debt & preferred shares issuance costs |
|
|
326 |
|
|
Net realized losses on investments |
|
|
18,181 |
|
|
Net unrealized gains on investments |
|
|
(40,339 |
) |
|
Effect of exchange rate changes |
|
|
300 |
|
|
Changes in operating assets and liabilities: |
|
Receivable for securities sold |
|
|
4,168 |
|
|
Interest and principal receivable |
|
|
1,234 |
|
|
Payable for distributions to shareholders |
|
|
143 |
|
|
Prepaid expenses |
|
|
98 |
|
|
Payable for securities purchased |
|
|
2,854 |
|
|
Payable for investment advisory fees |
|
|
336 |
|
|
Interest and commitment fee payable |
|
|
1,059 |
|
|
Accrued expenses and other fees |
|
|
1,124 |
|
|
Net cash provided by operating activities |
|
|
38,790 |
|
|
Financing activities: |
|
Borrowings on debt |
|
|
82,749 |
|
|
Repayments on debt |
|
|
(88,283 |
) |
|
Distributions paid to common shareholders |
|
|
(31,050 |
) |
|
Net cash used by financing activities |
|
|
(36,584 |
) |
|
Net increase in cash and cash equivalents |
|
|
2,206 |
|
|
Cash and cash equivalents: |
|
Beginning of period |
|
|
7,202 |
|
|
End of period |
|
$ |
9,408 |
|
|
Supplemental disclosure of cash flow information: |
|
Cash paid during the period for interest and credit facility fees |
|
$ |
9,050 |
|
|
Cash paid for taxes during the period |
|
$ |
358 |
|
|
See accompanying Notes to Financial Statements.
Annual Report 2023
18
Ares Dynamic Credit Allocation Fund, Inc.
Financial Highlights
(in thousands, except per share data, percentages and as otherwise noted)
|
|
For the Year Ended December 31, 2023 |
|
For the Year Ended December 31, 2022 |
|
For the Year Ended December 31, 2021 |
|
For the Year Ended December 31, 2020 |
|
For the Period Ended December 31, 2019* |
|
For the Year Ended October 31, 2019 |
|
Per share data: |
|
Net asset value, beginning of period |
|
$ |
13.39 |
|
|
$ |
16.60 |
|
|
$ |
16.15 |
|
|
$ |
17.02 |
|
|
$ |
16.42 |
|
|
$ |
17.50 |
|
|
Income from investment operations: |
|
Net investment income |
|
|
1.51 |
|
|
|
1.31 |
|
|
|
1.26 |
|
|
|
1.19 |
|
|
|
0.17 |
|
|
|
1.39 |
|
|
Net realized and change in unrealized gain (loss) |
|
|
0.95 |
|
|
|
(3.32 |
) |
|
|
0.36 |
|
|
|
(0.86 |
) |
|
|
0.65 |
|
|
|
(1.18 |
) |
|
Total increase (decrease) from investment operations |
|
|
2.46 |
|
|
|
(2.01 |
) |
|
|
1.62 |
|
|
|
0.33 |
|
|
|
0.82 |
|
|
|
0.21 |
|
|
Less distributions declared to shareholders: |
|
From net investment income |
|
|
(1.36 |
) |
|
|
(1.20 |
) |
|
|
(1.17 |
) |
|
|
(1.20 |
) |
|
|
(0.22 |
) |
|
|
(1.29 |
) |
|
Total distributions declared to shareholders |
|
|
(1.36 |
) |
|
|
(1.20 |
) |
|
|
(1.17 |
) |
|
|
(1.20 |
) |
|
|
(0.22 |
) |
|
|
(1.29 |
) |
|
Net asset value common shares, end of period |
|
$ |
14.49 |
|
|
$ |
13.39 |
|
|
$ |
16.60 |
|
|
$ |
16.15 |
|
|
$ |
17.02 |
|
|
$ |
16.42 |
|
|
Market value common shares, end of period |
|
$ |
13.75 |
|
|
$ |
11.59 |
|
|
$ |
16.33 |
|
|
$ |
14.29 |
|
|
$ |
15.35 |
|
|
$ |
14.48 |
|
|
Net asset value total return(a) |
|
|
19.45 |
% |
|
|
(12.41 |
)% |
|
|
10.28 |
% |
|
|
3.00 |
% |
|
|
4.99 |
%(b) |
|
|
1.23 |
% |
|
Market value total return(c) |
|
|
32.44 |
% |
|
|
(22.22 |
)% |
|
|
23.10 |
% |
|
|
2.33 |
% |
|
|
7.53 |
%(b) |
|
|
5.49 |
% |
|
Ratios to average net assets/ supplemental data: |
|
Net assets, end of period |
|
$ |
332,115 |
|
|
$ |
306,813 |
|
|
$ |
380,301 |
|
|
$ |
369,976 |
|
|
$ |
390,096 |
|
|
$ |
376,282 |
|
|
Expenses, inclusive of interest expense and amortization of debt issuance |
|
|
5.00 |
%(d) |
|
|
4.15 |
%(d) |
|
|
2.82 |
%(d) |
|
|
2.83 |
% |
|
|
3.36 |
%(e) |
|
|
3.37 |
% |
|
Expenses, exclusive of interest expense and amortization of debt issuance |
|
|
2.58 |
% |
|
|
2.46 |
% |
|
|
2.08 |
% |
|
|
2.17 |
% |
|
|
2.20 |
%(e) |
|
|
2.03 |
% |
|
Net investment income |
|
|
10.82 |
% |
|
|
8.90 |
% |
|
|
7.60 |
% |
|
|
8.04 |
% |
|
|
6.15 |
%(e) |
|
|
8.16 |
% |
|
Portfolio turnover rate |
|
|
48.34 |
% |
|
|
51.20 |
% |
|
|
76.03 |
% |
|
|
127.09 |
% |
|
|
11.70 |
%(b) |
|
|
78.40 |
% |
|
Annual Report 2023
19
Ares Dynamic Credit Allocation Fund, Inc.
Financial Highlights (continued)
(in thousands, except per share data, percentages and as otherwise noted)
|
|
For the Year Ended October 31, 2018 |
|
For the Year Ended October 31, 2017 |
|
For the Year Ended October 31, 2016 |
|
For the Year Ended October 31, 2015 |
|
For the Year Ended October 31, 2014 |
|
Per share data: |
|
Net asset value, beginning of period |
|
$ |
18.00 |
|
|
$ |
17.04 |
|
|
$ |
16.95 |
|
|
$ |
18.72 |
|
|
$ |
19.43 |
|
|
Income from investment operations: |
|
Net investment income |
|
|
1.35 |
|
|
|
1.33 |
|
|
|
1.23 |
|
|
|
1.21 |
|
|
|
1.24 |
|
|
Net realized and change in unrealized gain (loss) |
|
|
(0.56 |
) |
|
|
0.87 |
|
|
|
0.16 |
|
|
|
(1.58 |
) |
|
|
(0.55 |
) |
|
Total income from investment operations |
|
|
0.79 |
|
|
|
2.20 |
|
|
|
1.39 |
|
|
|
(0.37 |
) |
|
|
0.69 |
|
|
Less distributions declared to shareholders: |
|
From net investment income |
|
|
(1.29 |
) |
|
|
(1.24 |
) |
|
|
(1.23 |
) |
|
|
(1.33 |
) |
|
|
(1.40 |
) |
|
From net realized gains |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(0.07 |
) |
|
|
— |
|
|
From return of capital |
|
|
— |
|
|
|
— |
|
|
|
(0.07 |
) |
|
|
— |
(f) |
|
|
— |
|
|
Total distributions declared to shareholders |
|
|
(1.29 |
) |
|
|
(1.24 |
) |
|
|
(1.30 |
) |
|
|
(1.40 |
) |
|
|
(1.40 |
) |
|
Net asset value common shares, end of period |
|
$ |
17.50 |
|
|
$ |
18.00 |
|
|
$ |
17.04 |
|
|
$ |
16.95 |
|
|
$ |
18.72 |
|
|
Market value common shares, end of period |
|
$ |
14.97 |
|
|
$ |
16.45 |
|
|
$ |
14.70 |
|
|
$ |
14.37 |
|
|
$ |
16.86 |
|
|
Net asset value total return(a) |
|
|
4.47 |
% |
|
|
13.33 |
% |
|
|
8.98 |
% |
|
|
(2.11 |
)% |
|
|
3.54 |
% |
|
Market value total return(c) |
|
|
(1.43 |
)% |
|
|
20.91 |
% |
|
|
12.47 |
% |
|
|
(6.74 |
)% |
|
|
1.02 |
% |
|
Ratios to average net assets/supplemental data: |
|
Net assets, end of period (in 000's) |
|
$ |
401,956 |
|
|
$ |
413,386 |
|
|
$ |
391,787 |
|
|
$ |
398,044 |
|
|
$ |
321,368 |
|
|
Expenses, inclusive of interest expense and amortization of debt issuance |
|
|
3.20 |
% |
|
|
2.90 |
% |
|
|
2.96 |
% |
|
|
2.83 |
% |
|
|
2.58 |
% |
|
Expenses, exclusive of interest expense and amortization of debt issuance |
|
|
2.02 |
% |
|
|
2.08 |
% |
|
|
2.34 |
% |
|
|
2.39 |
% |
|
|
1.97 |
% |
|
Net investment income |
|
|
7.54 |
% |
|
|
7.52 |
% |
|
|
7.68 |
% |
|
|
6.51 |
% |
|
|
6.40 |
% |
|
Portfolio turnover rate |
|
|
82.47 |
% |
|
|
84.35 |
% |
|
|
92.30 |
% |
|
|
89.67 |
% |
|
|
96.01 |
% |
|
* For the two month period ended December 31, 2019. See Note 1 of Notes to Financial Statements.
(a) Based on net asset value per share. Distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Fund's Dividend Reinvestment Plan. Total Return is not annualized for periods less than one year.
(b) Not annualized.
(c) Based on market value per share (beginning market value common shares $20.00). Distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Fund's Dividend Reinvestment Plan.
(d) Includes stated dividends and amortization of deferred issuance costs on the mandatory redeemable preferred shares. See Note 7 of the Notes to Financial Statements.
(e) Annualized.
(f) Less than $0.005.
Annual Report 2023
20
Ares Dynamic Credit Allocation Fund, Inc.
Financial Highlights (continued)
(in thousands, except per share data, percentages and as otherwise noted)
Information about the Fund's senior securities as of December 31, 2023, December 31, 2022, December 31, 2021, December 31, 2020, December 31, 2019, October 31, 2019, October 31, 2018, October 31, 2017, October 31, 2016, October 31, 2015, October 31, 2014, October 31, 2013 is shown in the following table.
|
|
Total Amount Outstanding Exclusive of Treasury Securities(a) |
|
Asset Coverage Per Unit(b) |
|
Involuntary Liquidating Preference Per Unit(c) |
|
Average Market Value Per Unit(d) |
|
Class and Period Ended |
|
Revolving Credit Facility (State Street Bank and Trust Company) |
|
December 31, 2023 |
|
$ |
63,539 |
|
|
$ |
7,801 |
|
|
|
— |
|
|
|
N/A |
|
|
December 31, 2022 |
|
|
68,764 |
|
|
|
6,916 |
|
|
|
— |
|
|
|
N/A |
|
|
December 31, 2021 |
|
|
118,874 |
|
|
|
5,040 |
|
|
|
— |
|
|
|
N/A |
|
|
December 31, 2020 |
|
|
162,594 |
|
|
|
3,275 |
|
|
|
— |
|
|
|
N/A |
|
|
December 31, 2019 |
|
|
163,316 |
|
|
|
3,389 |
|
|
|
— |
|
|
|
N/A |
|
|
October 31, 2019 |
|
|
169,487 |
|
|
|
3,220 |
|
|
|
— |
|
|
|
N/A |
|
|
October 31, 2018 |
|
|
165,414 |
|
|
|
3,430 |
|
|
|
— |
|
|
|
N/A |
|
|
October 31, 2017 |
|
|
170,160 |
|
|
|
3,429 |
|
|
|
— |
|
|
|
N/A |
|
|
October 31, 2016 |
|
|
168,027 |
|
|
|
3,332 |
|
|
|
— |
|
|
|
N/A |
|
|
October 31, 2015 |
|
|
168,984 |
|
|
|
3,356 |
|
|
|
— |
|
|
|
N/A |
|
|
October 31, 2014 |
|
|
134,006 |
|
|
|
3,398 |
|
|
|
— |
|
|
|
N/A |
|
|
October 31, 2013 |
|
|
136,728 |
|
|
|
3,439 |
|
|
|
— |
|
|
|
N/A |
|
|
Mandatory Redeemable Preferred Shares* |
|
December 31, 2023 |
|
$ |
100,000 |
|
|
$ |
75.77 |
|
|
$ |
25.00 |
|
|
|
N/A |
|
|
December 31, 2022 |
|
|
100,000 |
|
|
|
70.45 |
|
|
|
25.00 |
|
|
|
N/A |
|
|
December 31, 2021 |
|
|
100,000 |
|
|
|
68.44 |
|
|
|
25.00 |
|
|
|
N/A |
|
|
* There were no mandatory redeemable preferred shares outstanding as of December 31, 2013 through December 31, 2020.
(a) Total amount of each class of senior securities outstanding at principal value at the end of the period presented.
(b) The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by total senior securities representing indebtedness as calculated separately for each of the mandatory redeemable preferred shares and the credit facilities in accordance with Section 18(h) of the Investment Company Act of 1940, as amended. With respect to the mandatory redeemable preferred shares, the asset coverage per unit figure is expressed in terms of dollar amounts per share of outstanding mandatory redeemable preferred shares (based on a per share liquidation preference of $25). With respect to the credit facilities, the asset coverage ratio is multiplied by $1,000 to determine the "Asset Coverage Per Unit".
(c) The amount to which such class of senior security would be entitled upon our involuntary liquidation in preference to any security junior to it. The "—" in this column indicates that the U.S. Securities and Exchange Commission expressly does not require this information to be disclosed for certain types of senior securities.
(d) Not applicable to senior securities outstanding as of period end.
Annual Report 2023
21
Ares Dynamic Credit Allocation Fund, Inc.
Notes to Financial Statements
December 31, 2023
(in thousands, except per share data, percentages and as otherwise noted)
(1) Organization
Ares Dynamic Credit Allocation Fund, Inc. (NYSE: ARDC) ("ARDC" or the "Fund") is a corporation incorporated under the laws of the State of Maryland and registered with the U.S. Securities and Exchange Commission (the "SEC") under the Investment Company Act of 1940, as amended (the "Investment Company Act"), as a closed-end, diversified, management investment company, and intends to qualify each year to be treated as a Regulated Investment Company ("RIC"), under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund commenced operations on November 27, 2012.
The Fund's investment objective is to seek an attractive risk adjusted level of total return, primarily through current income and, secondarily, through capital appreciation. The Fund seeks to achieve its investment objective by investing primarily in a broad, dynamically managed portfolio of (i) senior secured loans ("Senior Loans") made primarily to companies whose debt is rated below investment grade, (ii) corporate bonds ("Corporate Bonds") that are primarily high yield issues rated below investment grade, (iii) other fixed-income instruments of a similar nature that may be represented by derivatives, and (iv) securities issued by entities commonly referred to as collateralized loan obligations ("CLOs") and other asset-backed securities. The Fund's investments in CLOs may include investments in subordinated tranches of CLO securities. The Adviser (as defined below) will dynamically allocate the Fund's portfolio among investments in the various targeted credit markets, to seek to manage interest rate and credit risk and the duration of the Fund's portfolio. Under normal market conditions, the Fund will not invest more than (i) 45% of its Managed Assets (as defined below) in CLOs and other asset-backed securities, or (ii) 15% of its Managed Assets in subordinated (or residual) tranches of CLO securities. "Managed Assets" means the total assets of the Fund (including any assets attributable to any preferred shares that may be issued or to indebtedness) minus the Fund's liabilities other than liabilities relating to indebtedness.
The Fund is externally managed by Ares Capital Management II LLC (the "Adviser") pursuant to an investment advisory and management agreement (the "Investment Advisory Agreement"). The Adviser was registered as an investment adviser with the SEC under the Investment Advisers Act of 1940 (the "Advisers Act") on June 9, 2011 and serves as the investment adviser to the Fund. The Adviser oversees the management of the Fund's activities and is responsible for making investment decisions for the Fund's portfolio. Ares Operations LLC, a subsidiary of Ares Management Corporation ("Ares Management"), provides certain administrative and other services necessary for the Fund to operate.
Fiscal Year End Change
On September 25, 2019, the Fund's board of directors approved a change to the fiscal year end of the Fund from October 31 to December 31. Accordingly, the Fund's financial statements and related notes include information as of and for the year ended December 31, 2020, the two month period ended December 31, 2019, and the year ended October 31, 2019.
(2) Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles ("GAAP"), and include the accounts of the Fund. The Fund is an investment company following accounting and reporting guidance in Accounting Standards Codification ("ASC") Topic 946, Financial Services — Investment Companies. The financial statements reflect all adjustments and reclassifications, that, in the opinion of management, are necessary for the fair presentation of the results of operations and financial condition as of and for the periods presented.
Cash and Cash Equivalents
Cash and cash equivalents include funds from time to time deposited with financial institutions. Cash and cash equivalents are carried at cost, which approximates fair value.
Concentration of Credit Risk
The Fund places its cash and cash equivalents with financial institutions and, at times, cash held in depository or money market accounts may exceed the Federal Deposit Insurance Corporation insured limit.
Investment Transactions
Investment transactions are accounted for on the trade date. See Note 4 for more information on the Adviser's valuation process. Realized gains and losses are reported on the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. Unrealized gains or losses primarily reflect the change in investment values, including the reversal of previously recorded unrealized gains or losses when gains or losses are realized.
Pursuant to Rule 2a-5 under the Investment Company Act, the Fund's board of directors designated the Fund's Adviser as the Fund's valuation designee to perform the fair value determinations for investments held by the Fund without readily available market quotations, subject to the oversight of the Fund's board of directors. All investments are recorded at their fair value.
Annual Report 2023
22
Ares Dynamic Credit Allocation Fund, Inc.
Notes to Financial Statements (continued)
December 31, 2023
(in thousands, except per share data, percentages and as otherwise noted)
Interest Income Recognition
Interest income is recorded on an accrual basis and includes the accretion of discounts, amortization of premiums and payment-in-kind ("PIK") interest. Discounts from and premiums to par value on investments purchased are accreted/amortized into interest income over the life of the respective security using the effective yield method. To the extent loans contain PIK provisions, PIK interest, computed at the contractual rate specified in each applicable agreement, is accrued and recorded as interest income and added to the principal balance of the loan. PIK interest income added to the principal balance is generally collected upon repayment of the outstanding principal. To maintain the Fund's tax treatment as a RIC, this non-cash source of income must be paid out to shareholders in the form of dividends for the year the income was earned, even though the Fund has not yet collected the cash. The amortized cost of investments represents the original cost adjusted for any accretion of discounts, amortization of premiums and PIK interest.
Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon the Fund's judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest are paid or there is no longer any reasonable doubt that such principal or interest will be collected in full and, in the Fund's judgment, are likely to remain current. The Fund may make exceptions to this policy if the loan has sufficient collateral value (i.e., typically measured as enterprise value of the portfolio company) or is in the process of collection.
CLO equity investments recognize investment income by utilizing an effective interest methodology based upon an effective yield to maturity utilizing projected cash flows, as required by ASC Topic 325-40, Beneficial Interest in Securitized Financial Assets.
Foreign Currency Transactions
Amounts denominated in foreign currencies are translated into U.S. dollars on the following basis: (i) investments and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates effective on the date of valuation; and (ii) purchases and sales of investments and income and expense items denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates prevailing on transaction dates.
The Fund does not isolate that portion of the results of operations resulting from the changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are included within the net realized and unrealized gain (loss) on investments in the accompanying statement of operations.
Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates of securities transactions, and the difference between the amounts of income and expense items recorded on the Fund's books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency gains and losses arise from the changes in fair values of assets and liabilities, other than investments in securities at period end, resulting from changes in exchange rates.
Investments in foreign companies and securities of foreign governments may involve special risks and considerations not typically associated with investing in U.S. companies and securities of the U.S. government. These risks include, among other things, revaluation of currencies, less reliable information about issuers, different transaction clearance and settlement practices, and potential future adverse political and economic developments. Moreover, investments in foreign companies and securities of foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies and the U.S. government.
Mandatory Redeemable Preferred Shares
The Fund carries its mandatory redeemable preferred shares at amortized cost and they are included as a liability on the accompanying statement of assets and liabilities. See Note 7 for further details.
Debt and Mandatory Redeemable Preferred Shares Issuance Costs
Debt and mandatory redeemable preferred shares issuance costs are amortized over the life of the relevant senior secured revolving credit facility and mandatory redeemable preferred shares.
Income Taxes
The Fund has elected to be treated as a RIC under the Code, and operates in a manner so as to qualify for the tax treatment applicable to RICs. To qualify as a RIC, the Fund must (among other requirements) meet certain source-of-income and asset diversification requirements and timely distribute to its shareholders all or substantially all of its investment company taxable income, as defined by the Code, for each year. The Fund has made and intends to continue to make the
Annual Report 2023
23
Ares Dynamic Credit Allocation Fund, Inc.
Notes to Financial Statements (continued)
December 31, 2023
(in thousands, except per share data, percentages and as otherwise noted)
requisite distributions to its shareholders, which will generally relieve the Fund from U.S. federal corporate-level income taxes.
Depending on the level of taxable income earned in a tax year, the Fund may choose to carry forward taxable income in excess of current year dividend distributions from such current year taxable income into the next tax year and pay a 4% excise tax on such income, as required. To the extent that the Fund determines that its estimated current year taxable income will be in excess of estimated dividend distributions for the current year from such income, the Fund accrues excise tax, if any, on estimated excess taxable income as such taxable income is earned.
For tax purposes, the distributions to holders of mandatory redeemable preferred shares as described in Note 7 are treated as dividends.
Commitments and Contingencies
In the normal course of business, the Fund's investment activities involve executions, settlement and financing of various transactions resulting in receivables from, and payables to, brokers, dealers and the Fund's custodian. These activities may expose the Fund to risk in the event that such parties are unable to fulfill contractual obligations. Management does not anticipate any material losses from counterparties with whom it conducts business. Consistent with standard business practice, the Fund enters into contracts that contain a variety of indemnifications, and is engaged from time to time in various legal actions. The maximum exposure of the Fund under these arrangements and activities is unknown. However, the Fund expects the risk of material loss to be remote.
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 financial statements and reflected as an adjustment to the fair value of the related security in the Schedule of Investments. The par amount of the unfunded commitments is not recognized by the Fund until it becomes funded.
Distributions to Shareholders
The Fund intends to make regular monthly cash distributions of all or a portion of its net investment income available to common shareholders. The Fund intends to pay common shareholders at least annually all or substantially all of its net investment income. The Fund intends to pay any capital gains distributions at least annually. Dividends to shareholders are recorded on the ex-dividend date.
The distributions for any full or partial year might not be made in equal amounts, and one distribution may be larger than another. The Fund will make distributions only if authorized by its board of directors and declared by the Fund out of assets legally available for these distributions. The Fund may pay a special distribution at the end of each calendar year. This distribution policy may, under certain circumstances, have certain adverse consequences to the Fund and its shareholders because it may result in a return of capital to shareholders, which would reduce the Fund's net asset value and, over time, potentially increase the Fund's expense ratios. If the Fund distributes a return of capital, it means that the Fund is returning to shareholders a portion of their investment rather than making a distribution that is funded from the Fund's earned income or other profits. The board of directors may elect to change the Fund's distribution policy at any time.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with GAAP requires the Adviser to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates and such differences may be material.
Recent Accounting Pronouncement
The Fund considers the applicability and impact of all accounting standard updates ("ASU") issued by the Financial Accounting Standards Board. The Fund has assessed currently issued ASUs and has determined that they are not applicable or expected to have minimal impact on its financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures. ASU 2023-09 requires disclosure of disaggregated income taxes paid in both U.S. and foreign jurisdictions, prescribes standard categories for the components of the effective tax rate reconciliation and modifies other income tax-related disclosures. ASU 2023-09 is effective for the fiscal year ending December 31, 2025. Early adoption is permitted and the amendments in this update should be applied on a prospective basis, though retrospective adoption is permitted. The Fund is currently evaluating the impact of this guidance on its financial statements.
(3) Investment Advisory and Other Agreements
The Adviser is registered as an investment adviser under the Advisers Act. The Adviser is an affiliate of Ares Management and leverages Ares Management's entire investment platform and benefits from the significant capital markets, trading and
Annual Report 2023
24
Ares Dynamic Credit Allocation Fund, Inc.
Notes to Financial Statements (continued)
December 31, 2023
(in thousands, except per share data, percentages and as otherwise noted)
research expertise of all of Ares Management's investment professionals.
The Adviser provides certain investment advisory and administrative services to the Fund pursuant to the Investment Advisory Agreement. Pursuant to the Investment Advisory Agreement, the Fund has agreed to pay the Adviser a management fee at an annual rate of 1.00% of the average daily value of the Fund's total assets (including any assets attributable to any preferred shares that may be issued or to indebtedness) minus the Fund's liabilities other than liabilities relating to indebtedness. The management fees incurred by the Fund for the year ended December 31, 2023 were $4,866.
In addition to advisory services, the Adviser and its affiliates provide certain administrative services to the Fund at the Fund's request. Under the Investment Advisory Agreement, the Adviser may seek reimbursement from the Fund for the costs of these administrative services provided to the Fund by the Adviser and its affiliates. The Fund incurred such administrative costs of $1,316 for the year ended December 31, 2023.
The Fund has engaged State Street Bank and Trust Company ("State Street") to serve as the Fund's administrator, custodian and transfer agent. Under the service agreements between State Street and the Fund, State Street provides certain administrative services necessary for the operation of the Fund. Such services include maintaining certain Fund books and records, providing accounting and tax services and preparing certain regulatory filings. State Street also performs custodial, fund accounting and portfolio accounting services, as well as transfer agency and dividend paying services with respect to the common shares. The Fund pays State Street for these services. The total expenses incurred by the Fund under the service agreements with State Street for the year ended December 31, 2023 were $342.
The Fund has retained Destra Capital Advisors LLC ("Destra") to provide investor support services in connection with the on-going operations of the Fund. Such services include providing ongoing contact with respect to the Fund and its performance with financial advisors that are representatives of broker-dealers and other financial intermediaries, communicating with the NYSE specialist for the Fund's common shares and with the closed-end fund analyst community regarding the Fund on a regular basis, and maintaining a website for the Fund. Effective January 1, 2021, the Fund pays Destra a variable service fee based on the Fund's closing stock price to net asset value at the end of each day. The total expenses incurred by the Fund under the agreement with Destra for the year ended December 31, 2023 were $290.
(4) Fair Value of Financial Instruments
The Fund follows ASC 825-10, Recognition and Measurement of Financial Assets and Financial Liabilities ("ASC 825-10"), which provides companies the option to report selected financial assets and liabilities at fair value. ASC 825-10 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities and a better understanding of the effect of the company's choice to use fair value on its earnings. ASC 825-10 also requires entities to display the fair value of the selected assets and liabilities on the face of the balance sheet. The Fund has not elected the ASC 825-10 option to report selected financial assets and liabilities at fair value. With the exception of the line items entitled "other assets", "mandatory redeemable preferred shares", and "debt," which are reported at amortized cost, the carrying value of all other assets and liabilities approximate fair value.
The Fund also follows ASC 820-10, Fair Value Measurements and Disclosures ("ASC 820-10"), which expands the application of fair value accounting. ASC 820-10 defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosure of fair value measurements. ASC 820-10 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. ASC 820-10 requires the Fund to assume that the portfolio investment is sold in its principal market to market participants or, in the absence of a principal market, the most advantageous market, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820-10, the Fund has considered its principal market as the market in which the Fund exits its portfolio investments with the greatest volume and level of activity. ASC 820-10 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. In accordance with ASC 820-10, these inputs are summarized in the three broad levels listed below:
• Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
• Level 2 — Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable either directly or indirectly.
• Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
Annual Report 2023
25
Ares Dynamic Credit Allocation Fund, Inc.
Notes to Financial Statements (continued)
December 31, 2023
(in thousands, except per share data, percentages and as otherwise noted)
In addition to using the above inputs in investment valuations, the Adviser, as the Fund's valuation designee, continues to employ the net asset valuation policy and procedures that have been reviewed by the Fund's board of directors in connection with their designation of the Adviser as the Fund's valuation designee and are consistent with the provisions of Rule 2a-5 under the Investment Company Act and ASC 820-10 (see Note 2 for more information). Consistent with its valuation policies and procedures, the Adviser evaluates the source of inputs, including any markets in which the Fund's investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. For investments where there is not a readily available market value, the fair value of these investments must typically be determined using unobservable inputs.
The investments classified as Level 1 or Level 2 are typically valued based on quoted market prices, forward foreign exchange rates, dealer quotations or alternative pricing sources supported by observable inputs. The Adviser obtains prices from independent pricing services which generally utilize broker quotes and may use various other pricing techniques which take into account appropriate factors such as yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. The Adviser is responsible for all inputs and assumptions related to the pricing of securities. The Adviser has internal controls in place that support its reliance on information received from third-party pricing sources. As part of its internal controls, the Adviser obtains, reviews, and tests information to corroborate prices received from third-party pricing sources. For any security, if market or dealer quotations are not readily available, or if the Adviser determines that a quotation of a security does not represent a fair value, then the security is valued at a fair value as determined in good faith by the Adviser, as the valuation designee, subject to the oversight of the board of directors and will be classified as Level 3. In such instances, the Adviser will use valuation techniques consistent with the market or income approach to measure fair value and will give consideration to all factors which might reasonably affect the fair value.
Senior loans and corporate debt: The fair value of Senior Loans and Corporate Bonds is estimated based on quoted market prices, forward foreign exchange rates, dealer quotations or alternative pricing sources supported by observable inputs and are generally classified within Level 2 or 3. The Adviser obtains prices from independent pricing services which generally utilize broker quotes and may use various other pricing techniques which take into account appropriate factors such as yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data.
If the pricing services are only able to obtain a single broker quote or utilize a pricing model the securities will be classified as Level 3. If the pricing services are unable to provide prices, the Adviser will attempt to obtain one or more broker quotes directly from a dealer and price such securities at the last bid price obtained; such securities are classified as Level 3.
Collateralized loan obligations: The fair value of CLOs is estimated based on various valuation models from third-party pricing services. The provided prices are checked using internally developed models. The valuation models generally utilize discounted cash flows and take into consideration prepayment and loss assumptions, based on historical experience and projected performance, economic factors, the characteristics and condition of the underlying collateral, comparable yields for similar securities and recent trading activity. These securities are classified as Level 3.
Common stock and warrants: The fair value of common stock and warrants are estimated using either broker quotes or an analysis of the enterprise value ("EV") of the portfolio company. EV means the entire value of the portfolio company to a market participant, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time. The primary method for determining EV uses a multiple analysis whereby appropriate multiples are applied to the portfolio company's EBITDA (generally defined as net income before net interest expense, income tax expense, depreciation and amortization). EBITDA multiples are typically determined based upon review of market comparable transactions and publicly traded comparable companies, if any. The Adviser may also employ other valuation multiples to determine EV, such as revenues. The second method for determining EV uses a discounted cash flow analysis whereby future expected cash flows of the portfolio company are discounted to determine a present value using estimated discount rates (typically a weighted average cost of capital based on costs of debt and equity consistent with current market conditions). The EV analysis is performed to determine the value of equity investments, the value of debt investments in portfolio companies where the Fund has control or could gain control through an option or warrant security, and to determine if there is credit impairment for debt investments. If debt investments are credit impaired, an EV analysis may be used to value such debt investments; however, in addition to the methods outlined above, other methods such as a liquidation or wind down analysis may be utilized to estimate enterprise value.
Annual Report 2023
26
Ares Dynamic Credit Allocation Fund, Inc.
Notes to Financial Statements (continued)
December 31, 2023
(in thousands, except per share data, percentages and as otherwise noted)
The following table is a summary of inputs used as of December 31, 2023 in valuing the Fund's investments carried at fair value:
|
|
Level 1 — Quoted Prices ($) |
|
Level 2 — Other Significant Observable Inputs ($) |
|
Level 3 — Significant Unobservable Inputs ($) |
|
Total ($) |
|
Senior Loans |
|
|
— |
|
|
|
157,693 |
|
|
|
12,181 |
|
|
|
169,874 |
|
|
Corporate Bonds |
|
|
— |
|
|
|
183,094 |
|
|
|
— |
|
|
|
183,094 |
|
|
Collateralized Loan Obligations |
|
|
— |
|
|
|
— |
|
|
|
154,507 |
|
|
|
154,507 |
|
|
Total Investments |
|
|
— |
|
|
|
340,787 |
|
|
|
166,688 |
|
|
|
507,475 |
|
|
The following table is a reconciliation of the Fund's investments in which significant unobservable inputs (Level 3) were used in determining fair value for the year ended December 31, 2023:
|
|
Senior Loans ($) |
|
Collateralized Loan Obligations ($) |
|
Total ($) |
|
Balance as of December 31, 2022 |
|
|
13,579 |
|
|
|
148,479 |
|
|
|
162,058 |
|
|
Purchases |
|
|
8,118 |
|
|
|
11,405 |
|
|
|
19,523 |
|
|
Sales and principal redemptions |
|
|
(7,414 |
) |
|
|
(14,726 |
) |
|
|
(22,140 |
) |
|
Net realized and unrealized gains |
|
|
722 |
|
|
|
9,139 |
|
|
|
9,861 |
|
|
Accrued discounts |
|
|
37 |
|
|
|
210 |
|
|
|
247 |
|
|
Transfers out of Level 3 |
|
|
(2,861 |
) |
|
|
— |
|
|
|
(2,861 |
) |
|
Balance as of December 31, 2023 |
|
|
12,181 |
|
|
|
154,507 |
|
|
|
166,688 |
|
|
Net change in unrealized gains/(losses) from investments held at December 31, 2023 |
|
|
373 |
|
|
|
10,060 |
|
|
|
10,433 |
|
|
Investments were transferred out of Level 3 during the year ended December 31, 2023. Transfers between Levels 2 and 3 were as a result of changes in the observability of significant inputs or available market data for certain portfolio companies.
The following table summarizes the quantitative inputs and assumptions used for investments in securities at fair value categorized as Level 3 in the fair value hierarchy as of December 31, 2023.
|
|
|
|
Unobservable Input |
|
Type |
|
Fair Value ($) |
|
Valuation Technique |
|
Input |
|
Range |
|
Weighted Average(a) |
|
Senior Loans |
|
|
6,631 |
|
|
Broker Quotes and/or 3rd Party Pricing Services |
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
Senior Loans |
|
|
5,550 |
|
|
Yield Analysis |
|
Market Yield |
|
|
11.0-16.8 |
% |
|
|
12.0 |
% |
|
Collateralized Loan Obligations |
|
|
154,507 |
|
|
Broker Quotes and/or 3rd Party Pricing Services |
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
Total Level 3 Investments |
|
|
166,688 |
|
|
|
|
|
|
|
|
|
|
(a) Unobservable inputs were weighted by the relative fair value of investments.
Annual Report 2023
27
Ares Dynamic Credit Allocation Fund, Inc.
Notes to Financial Statements (continued)
December 31, 2023
(in thousands, except per share data, percentages and as otherwise noted)
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the investments may fluctuate from period to period. Additionally, the fair value of the investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that the Fund may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If the Fund was required to liquidate a portfolio investment in a forced or liquidation sale, it could realize significantly less than the value at which the Fund has recorded it.
In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected in the valuations currently assigned.
The following are the carrying and fair values of the Fund's senior secured revolving credit facility and mandatory redeemable preferred shares as of December 31, 2023:
|
|
Carrying Value ($) |
|
Fair Value(b) ($) |
|
Credit Facility(a) |
|
|
63,539 |
|
|
|
63,539 |
|
|
Series A Mandatory Redeemable Preferred Shares |
|
|
19,856 |
|
|
|
19,600 |
|
|
Series B Mandatory Redeemable Preferred Shares |
|
|
29,774 |
|
|
|
29,400 |
|
|
Series C Mandatory Redeemable Preferred Shares |
|
|
49,532 |
|
|
|
48,500 |
|
|
Total |
|
|
162,701 |
|
|
|
161,039 |
|
|
(a) The Credit Facility (as defined below) carrying value is the same as the principal amounts outstanding.
(b) The fair value of these debt obligations would be categorized as Level 2 under ASC 820-10.
(5) Common Stock
Common share transactions were as follows:
|
|
For the Year Ended December 31, 2023 |
|
|
|
Shares |
|
Amount ($) |
|
Common shares outstanding — beginning of period |
|
|
22,915 |
|
|
|
429,113 |
|
|
Common shares issued |
|
|
— |
|
|
|
— |
|
|
Common shares redeemed |
|
|
— |
|
|
|
— |
|
|
Common shares outstanding — end of period |
|
|
22,915 |
|
|
|
429,113 |
|
|
The Fund's board of directors has authorized the repurchase of shares of the Fund's outstanding common stock on the open
market at the Fund management's discretion when shares of the common stock are trading on the NYSE at a discount of 10% or more (or such other percentage as the board of directors may determine from time to time) from the net asset value of the shares. The Fund is not required to effect common share repurchases. Any such purchases of Fund shares of common stock may not materially impact the discount of the market price of the Fund's shares of common stock relative to their net asset value and any narrowing of this discount that does result may not be maintained. There were no shares repurchased during the year ended December 31, 2023.
(6) Debt
In accordance with the Investment Company Act, the Fund is allowed to borrow amounts with respect to senior securities representing indebtedness (such as the senior secured revolving credit facility), such that its asset coverage, calculated pursuant to the Investment Company Act, is at least 300% after such borrowing.
The Fund is a party to a senior secured revolving credit facility (as amended, the "Credit Facility"), that allows the Fund to borrow up to $212,000 at any one time outstanding. The Credit Facility's stated maturity date is June 14, 2024. Under the Credit Facility, 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: (a) limitations on the incurrence of additional indebtedness, including additional mandatory redeemable preferred shares, and liens, (b) limitations on certain investments, (c) limitations on certain restricted payments, and (d) maintaining a ratio of total assets (less total liabilities other than senior securities representing indebtedness) to senior securities representing indebtedness plus the involuntary liquidation preference of the mandatory redeemable preferred shares of the Fund (subject to certain exceptions) of not less than 2:1.0. These covenants are subject to important limitations and exceptions that are described in the documents governing the Credit Facility. Amounts available to borrow under the Credit Facility (and the incurrence of certain other permitted debt) are also subject to compliance with a borrowing base that applies different advance rates to different types of assets in the Fund's portfolio that are pledged as collateral. As of December 31, 2023, the Fund was in compliance in all material respects with the terms of the Credit Facility.
As of December 31, 2023, there was $63,539 outstanding under the Credit Facility. The interest rate charged on the Credit Facility is based on an applicable Secured Overnight Financing Rate ("SOFR") rate plus a credit spread adjustment of 0.10% and an applicable spread of 0.95% (as defined in the agreements governing the Credit Facility). The Fund is
Annual Report 2023
28
Ares Dynamic Credit Allocation Fund, Inc.
Notes to Financial Statements (continued)
December 31, 2023
(in thousands, except per share data, percentages and as otherwise noted)
required to pay a commitment fee of 0.15% per annum on any unused portion of the Credit Facility. For the year ended December 31, 2023, the components of interest and unused commitment fees expense, average stated interest rates (i.e., rate in effect plus the spread) and average outstanding balances for the Credit Facility were as follows:
|
|
For the Year Ended December 31, 2023 ($) |
|
Stated interest expense |
|
|
4,356 |
|
|
Unused commitment fees |
|
|
204 |
|
|
Amortization of debt issuance costs |
|
|
86 |
|
|
Total interest and credit facility fees expense |
|
|
4,646 |
|
|
Cash paid for interest |
|
|
6,245 |
|
|
Annualized average stated interest rate |
|
|
5.64 |
% |
|
Average outstanding balance |
|
|
77,238 |
|
|
(7) Mandatory Redeemable Preferred Shares
The Fund has authorized and issued 800 shares of Series A Mandatory Redeemable Preferred Shares (the "Series A MRP Shares") for gross proceeds of $20,000, 1,200 shares of Series B Mandatory Redeemable Preferred Shares (the "Series B MRP Shares") for gross proceeds of $30,000 and 2,000 shares of Series C Mandatory Redeemable Preferred Shares for gross proceeds of $50,000 (the "Series C MRP Shares" and together with the Series A MRP Shares and Series B MRP Shares, the "MRP Shares"). Each of the MRP Shares has a liquidation preference of $25.00 per share. The aggregate redemption amount of the MRP Shares is $100,000.
The redemption dates for the Series A MRP Shares, Series B MRP Shares and Series C MRP Shares are July 15, 2026, September 15, 2026 and September 15, 2028, respectively.
The Series A MRP Shares and the Series B MRP Shares have a dividend rate of 2.58% per annum, payable quarterly, with a redemption date of five years from issuance. The Series C MRP Shares have a dividend rate of 3.03% per annum, payable quarterly, with a redemption date of seven years from issuance. The weighted average dividend rate for the MRP Shares is 2.81% per annum. The MRP Shares are subject to optional and mandatory redemption in certain circumstances. The MRP Shares will be subject to redemption, at the option of the Fund, in whole or in part at any time only for the purposes of decreasing leverage of the Fund. The Fund may be obligated to redeem certain of the MRP Shares if the Fund fails to maintain an asset coverage ratio, calculated in accordance with the Investment Company Act, greater than or equal to 225%. Holders of the MRP Shares are entitled to receive quarterly cumulative cash dividend payments on the first business day following each quarterly dividend date. The redemption price per share is equal to the sum of the
liquidation preference per share plus any accumulated but unpaid dividends plus, in some cases, an early redemption premium, which may vary based on the date of redemption. The Fund is subject to certain restrictions relating to the MRP Shares such as maintaining certain asset coverage ratio requirements. Failure to comply with these restrictions could preclude the Fund from declaring any dividend to common shareholders and could trigger the mandatory redemption of the MRP Shares. Additionally, in accordance with the Investment Company Act, the Fund may not issue additional MRP Shares if immediately after such issuance the Fund will not have an asset coverage ratio of at least 200%. As of December 31, 2023, the Fund was in compliance in all material respects with the terms of the MRP Shares.
The Fund's MRP Shares activity for the year ended December 31, 2023 was as follows:
|
|
Series A |
|
Series B |
|
Series C |
|
Shares outstanding — beginning of period |
|
|
800 |
|
|
|
1,200 |
|
|
|
2,000 |
|
|
Shares issued |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Shares repurchased |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Shares outstanding — end of period |
|
|
800 |
|
|
|
1,200 |
|
|
|
2,000 |
|
|
The Fund's MRP Shares balance as of December 31, 2023 were as follows:
|
|
Series A |
|
Series B |
|
Series C |
|
Total |
|
Principal amount |
|
$ |
20,000 |
|
|
$ |
30,000 |
|
|
$ |
50,000 |
|
|
$ |
100,000 |
|
|
Unamortized deferred issuance cost |
|
$ |
(144 |
) |
|
$ |
(226 |
) |
|
$ |
(468 |
) |
|
$ |
(838 |
) |
|
Carrying value |
|
$ |
19,856 |
|
|
$ |
29,774 |
|
|
$ |
49,532 |
|
|
$ |
99,162 |
|
|
Dividends on the MRP Shares are accrued on a daily basis and included in interest and credit facility fees on the accompanying statement of operations. The table below summarizes the components of interest expense, the effective dividend rates and cash paid for interest on the Fund's MRP Shares for the year ended December 31, 2023:
|
|
Series A |
|
Series B |
|
Series C |
|
Total |
|
Stated dividends |
|
$ |
523 |
|
|
$ |
785 |
|
|
$ |
1,536 |
|
|
$ |
2,844 |
|
|
Amortization of deferred issuance costs |
|
$ |
57 |
|
|
$ |
84 |
|
|
$ |
99 |
|
|
$ |
240 |
|
|
Total interest expense |
|
$ |
580 |
|
|
$ |
869 |
|
|
$ |
1,635 |
|
|
$ |
3,084 |
|
|
Weighted average stated dividend rate |
|
|
2.58 |
% |
|
|
2.58 |
% |
|
|
3.03 |
% |
|
|
2.81 |
% |
|
Cash paid for dividends |
|
$ |
516 |
|
|
$ |
774 |
|
|
$ |
1,515 |
|
|
$ |
2,805 |
|
|
Annual Report 2023
29
Ares Dynamic Credit Allocation Fund, Inc.
Notes to Financial Statements (continued)
December 31, 2023
(in thousands, except per share data, percentages and as otherwise noted)
(8) Investment Transactions
For the year ended December 31, 2023, the cost of investments purchased and proceeds from the sale of investments, excluding short obligations, were as follows:
Cost of Investments Purchased |
|
Proceeds from the Sales of Investments |
|
$ |
249,839 |
|
|
$ |
241,731 |
|
|
(9) Income Taxes
For U.S. federal income tax purposes, the characterization of distributions made during the fiscal period from net investment income or net realized gains may differ from its ultimate characterization for federal income tax purposes. In addition, due to the timing of dividend distributions, the fiscal period in which amounts are distributed may differ from the fiscal period that the income or realized gains or losses were recorded by the Fund. The characterization of distributions paid during the fiscal years ended December 31, 2023 and 2022 were as follows:
|
|
December 31, 2023 |
|
December 31, 2022 |
|
Ordinary income |
|
$ |
33,894 |
|
|
$ |
30,307 |
|
|
Capital gain |
|
|
— |
|
|
|
— |
|
|
Return of capital |
|
|
— |
|
|
|
— |
|
|
Taxable income generally differs from net increase in net assets resulting from operations for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized. For the year ended December 31, 2023, the Fund estimated U.S. federal taxable income exceeded its distributions made from such taxable income during the year; consequently the Fund incurred U.S. federal excise taxes of $524.
The Fund may adjust the classification of net assets as a result of permanent book-to-tax differences. On the accompanying statement of assets and liabilities, the following reclassifications were made for the year ended December 31, 2023:
|
|
December 31, 2023 |
|
Additional paid-in capital/(reduction) |
|
$ |
(763 |
) |
|
Distributable earning accumulated loss |
|
$ |
763 |
|
|
As of December 31, 2023, the components of accumulated earnings (loss) on a tax basis were as follows:
|
|
December 31, 2023 |
|
Undistributed ordinary income |
|
$ |
15,984 |
|
|
Accumulated capital and other losses |
|
|
(108,800 |
) |
|
Net unrealized depreciation |
|
|
(14,842 |
) |
|
Total accumulated loss |
|
$ |
(107,658 |
) |
|
Under current law, capital losses maintain their character as short-term or long-term and are carried forward to the next tax year without expiration. As of the current fiscal year end, the following amounts are available as carry forwards to the next tax year:
|
|
December 31, 2023 |
|
Short-Term |
|
$ |
14,822 |
|
|
Long-Term |
|
$ |
93,978 |
|
|
ASC 740, Income Taxes ("ASC 740"), provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the financial statements. The Fund has evaluated the implications of ASC 740 for all open tax years and has determined there is no impact to the Fund's financial statements as of the year ended December 31, 2023. The Fund's federal and state income returns for which the applicable statutes of limitations have not expired remain subject to examination by the Internal Revenue Service and states department of revenue.
All penalties and interest associated with income taxes, if any, are included in other expenses in the accompanying statement of operations. There were no penalties and interest incurred by the Fund for the fiscal year ended December 31, 2023.
(10) Risk Factors
Senior Loans Risk
Although Senior Loans are senior and typically secured in a first lien (including "unitranche" loans, which are loans that combine both senior and subordinated debt, generally in a first lien position) or second lien position in contrast to other below investment grade fixed income instruments, which are often subordinated or unsecured, the risks associated with such Senior Loans are generally similar to the risks of other below investment grade fixed income instruments. Investments in below investment grade Senior Loans are considered speculative because of the credit risk of the issuers of debt instruments (each, a "Borrower"). Such Borrowers are more likely than investment grade Borrowers to default on their payments of interest and principal owed to the Fund, and such defaults could reduce the net asset value of the Fund and income distributions. An economic downturn would generally lead to a higher non-payment rate, and a Senior Loan may lose
Annual Report 2023
30
Ares Dynamic Credit Allocation Fund, Inc.
Notes to Financial Statements (continued)
December 31, 2023
(in thousands, except per share data, percentages and as otherwise noted)
significant market value before a default occurs. Moreover, any specific collateral used to secure a Senior Loan may decline in value or become illiquid, which could adversely affect the Senior Loan's value.
Senior Loans are subject to the risk of non-payment of scheduled interest or principal. Such non-payment would result in a reduction of income to the Fund, a reduction in the value of the investment and a potential decrease in the net asset value of the Fund. There can be no assurance that the liquidation of any collateral securing a Senior Loan would satisfy the Borrower's obligation in the event of nonpayment of scheduled interest or principal payments, whether when due or upon acceleration, or that the collateral could be liquidated, readily or otherwise. In the event of bankruptcy or insolvency of a Borrower, the Fund could experience delays or limitations with respect to its ability to realize the benefits of the collateral, if any, securing a Senior Loan. The collateral securing a Senior Loan, if any, may lose all or substantially all of its value in the event of the bankruptcy or insolvency of a Borrower. Some Senior Loans are subject to the risk that a court, pursuant to fraudulent conveyance or other similar laws, could subordinate such Senior Loans to presently existing or future indebtedness of the Borrower or take other action detrimental to the holders of Senior Loans including, in certain circumstances, invalidating such Senior Loans or causing interest previously paid to be refunded to the Borrower. Additionally, a Senior Loan may be "primed" in bankruptcy, which reduces the ability of the holders of the Senior Loan to recover on the collateral.
There may be less readily available information about most Senior Loans and the Borrowers thereunder than is the case for many other types of securities, including securities issued in transactions registered under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Borrowers subject to the periodic reporting requirements of Section 13 of the Exchange Act. Senior Loans may be issued by companies that are not subject to SEC reporting requirements and these companies, therefore, do not file reports with the SEC that must comply with SEC form requirements and, in addition, are subject to a less stringent liability disclosure regime than companies subject to SEC reporting requirements. As a result, the Adviser will rely primarily on its own evaluation of a Borrower's credit quality rather than on any available independent sources. Consequently, the Fund will be particularly dependent on the analytical abilities of the Adviser. In certain circumstances, Senior Loans may not be deemed to be securities under certain federal securities laws, other than the Investment Company Act. Therefore, in the event of fraud or misrepresentation by a Borrower or an arranger, the Fund may not have the protection of the antifraud
provisions of the federal securities laws as would otherwise be available for bonds or stocks. Instead, in such cases, parties generally would rely on the contractual provisions in the Senior Loan agreement itself and common law fraud protections under applicable state law.
The secondary trading market for Senior Loans may be less liquid than the secondary trading market for registered investment grade debt securities. No active trading market may exist for certain Senior Loans, which may make it difficult to value them. Illiquidity and adverse market conditions may mean that the Fund may not be able to sell Senior Loans quickly or at a fair price. To the extent that a secondary market does exist for certain Senior Loans, the market for them may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods.
Senior Loans are subject to legislative risk. If legislation or state or federal regulations impose additional requirements or restrictions on the ability of financial institutions to make loans, the availability of Senior Loans for investment by the Fund may be adversely affected. In addition, such requirements or restrictions could reduce or eliminate sources of financing for certain Borrowers. This would increase the risk of default. If legislation or federal or state regulations require financial institutions to increase their capital requirements this may cause financial institutions to dispose of Senior Loans that are considered highly levered transactions. If the Fund attempts to sell a Senior Loan at a time when a financial institution is engaging in such a sale, the price the Fund could receive for the Senior Loan may be adversely affected.
Corporate Bonds Risk
The market value of a Corporate Bond generally may be expected to rise and fall inversely with interest rates. The market value of intermediate- and longer-term Corporate Bonds is generally more sensitive to changes in interest rates than is the market value of shorter-term Corporate Bonds. The market value of a Corporate Bond also may be affected by factors directly related to the Borrower, such as investors' perceptions of the creditworthiness of the Borrower, the Borrower's financial performance, perceptions of the Borrower in the marketplace, performance of management of the Borrower, the Borrower's capital structure and use of financial leverage and demand for the Borrower's goods and services. There is a risk that the Borrowers of Corporate Bonds may not be able to meet their obligations on interest or principal payments at the time called for by an instrument. High yield Corporate Bonds are often high risk and have speculative characteristics. High yield Corporate Bonds may be particularly susceptible to adverse Borrower-specific developments.
Annual Report 2023
31
Ares Dynamic Credit Allocation Fund, Inc.
Notes to Financial Statements (continued)
December 31, 2023
(in thousands, except per share data, percentages and as otherwise noted)
CLO Securities Risk
CLOs issue securities in tranches with different payment characteristics and different credit ratings. The rated tranches of securities issued by CLOs ("CLO Securities") are generally assigned credit ratings by one or more nationally recognized statistical rating organizations. The subordinated (or residual) tranches do not receive ratings. Below investment grade tranches of CLO Securities typically experience a lower recovery, greater risk of loss or deferral or non-payment of interest than more senior tranches of the CLO.
The riskiest portion of the capital structure of a CLO is the subordinated (or residual) tranche, which bears the bulk of defaults from the loans in the CLO and serves to protect the other, more senior tranches from default in all but the most severe circumstances. Since it is partially protected from defaults, a senior tranche from a CLO typically has higher ratings and lower yields than the underlying securities, and can be rated investment grade. Despite the protection from the subordinated tranche, CLO tranches can experience substantial losses due to actual defaults, increased sensitivity to defaults due to collateral default and disappearance of protecting tranches, market anticipation of defaults and aversion to CLO Securities as a class. The risks of an investment in a CLO depend largely on the collateral and the tranche of the CLO in which the Fund invests.
The CLOs in which the Fund invests may have issued and sold debt tranches that will rank senior to the tranches in which the Fund invests. By their terms, such more senior tranches may entitle the holders to receive payment of interest or principal on or before the dates on which the Fund is entitled to receive payments with respect to the tranches in which the Fund invests. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a CLO, holders of more senior tranches would typically be entitled to receive payment in full before the Fund receives any distribution. After repaying such senior creditors, such CLO may not have any remaining assets to use for repaying its obligation to the Fund. In the case of tranches ranking equally with the tranches in which the Fund invests, the Fund would have to share on an equal basis any distributions with other creditors holding such securities in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant CLO. Therefore, the Fund may not receive back the full amount of its investment in a CLO.
The transaction documents relating to the issuance of CLO Securities may impose eligibility criteria on the assets of the CLO, restrict the ability of the CLO's investment manager to trade investments and impose certain portfolio-wide asset quality requirements. These criteria, restrictions and requirements may limit the ability of the CLO's investment
manager to maximize returns on the CLO Securities. In addition, other parties involved in CLOs, such as third-party credit enhancers and investors in the rated tranches, may impose requirements that have an adverse effect on the returns of the various tranches of CLO Securities. Furthermore, CLO Securities issuance transaction documents generally contain provisions that, in the event that certain tests are not met (generally interest coverage and over-collateralization tests at varying levels in the capital structure), proceeds that would otherwise be distributed to holders of a junior tranche must be diverted to pay down the senior tranches until such tests are satisfied. Failure (or increased likelihood of failure) of a CLO to make timely payments on a particular tranche will have an adverse effect on the liquidity and market value of such tranche.
Payments to holders of CLO Securities may be subject to deferral. If cash flows generated by the underlying assets are insufficient to make all current and, if applicable, deferred payments on CLO Securities, no other assets will be available for payment of the deficiency and, following realization of the underlying assets, the obligations of the Borrower of the related CLO Securities to pay such deficiency will be extinguished.
The market value of CLO Securities may be affected by, among other things, changes in the market value of the underlying assets held by the CLO, changes in the distributions on the underlying assets, defaults and recoveries on the underlying assets, capital gains and losses on the underlying assets, prepayments on underlying assets and the availability, prices and interest rate of underlying assets. Furthermore, the leveraged nature of each subordinated class may magnify the adverse impact on such class of changes in the value of the assets, changes in the distributions on the assets, defaults and recoveries on the assets, capital gains and losses on the assets, prepayment on assets and availability, price and interest rates of assets. Finally, CLO Securities are limited recourse and may not be paid in full and may be subject to up to 100% loss.
"Covenant-Lite" Loans Risk
Some of the loans in which the Fund may invest or get exposure to through its investments in collateralized debt obligations, CLOs or other types of structured securities may be "covenant-lite" loans, which means the loans contain fewer maintenance covenants than other loans (in some cases, none) and do not include terms which allow the lender to monitor the performance of the Borrower and declare a default if certain criteria are breached. An investment by the Fund in a covenant-lite loan may potentially hinder the ability to reprice credit risk associated with the issuer and reduce the ability to restructure a problematic loan and mitigate potential loss. The
Annual Report 2023
32
Ares Dynamic Credit Allocation Fund, Inc.
Notes to Financial Statements (continued)
December 31, 2023
(in thousands, except per share data, percentages and as otherwise noted)
Fund may also experience delays in enforcing its rights on its holdings of covenant-lite loans. As a result of these risks, the Fund's exposure to losses may be increased, which could result in an adverse impact on the Fund's net income and net asset value.
Investment and Market Risk
An investment in the common shares of the Fund is subject to investment risk, including the possible loss of the entire principal amount invested. An investment in the common shares of the Fund represents an indirect investment in the portfolio of Senior Loans, Corporate Bonds, CLO Securities and other securities and loans owned by the Fund, and the value of these securities and loans may fluctuate, sometimes rapidly and unpredictably. For instance, during periods of global economic downturn, the secondary markets for Senior Loans and investments with similar economic characteristics (such as second lien loans and unsecured loans) and Corporate Bonds may experience sudden and sharp price swings, which can be exacerbated by large or sustained sales by major investors in these markets, a high-profile default by a major Borrower, movements in indices tied to these markets or related securities or investments, or a change in the market's perception of Senior Loans and investments with similar economic characteristics (such as second lien loans and unsecured loans) and Corporate Bonds. At any point in time, an investment in the common shares of the Fund may be worth less than the original amount invested, even after taking into account distributions paid by the Fund, if any, and the ability of common shareholders to reinvest dividends. The Fund intends to continue to utilize leverage, which will magnify the Fund's risks and, in turn, the risks to the common shareholders.
Liquidity Risk
The Fund may not be able to readily dispose of illiquid securities or loans at prices that approximate those at which the Fund could sell the securities or loans if they were more widely traded and, as a result of that illiquidity, the Fund may have to sell other investments or engage in borrowing transactions if necessary to raise cash to meet its obligations. Limited liquidity can also affect the market price of securities, thereby adversely affecting the net asset value of the common shares and ability to make dividend distributions. Some securities are not readily marketable and may be subject to restrictions on resale. Securities generally are not listed on any national securities exchange and no active trading market may exist for the securities in which the Fund may invest. When a secondary market exists, if at all, the market for some securities may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods. Further, the lack of an established secondary market for
illiquid securities may make it more difficult to value such securities, which may negatively affect the price the Fund would receive upon disposition of such securities.
Duration and Maturity Risk
The Fund has no fixed policy regarding portfolio maturity or duration. Holding long duration and long maturity investments will expose the Fund to certain additional risks.
When interest rates rise, certain obligations will be paid off by the Borrower more slowly than anticipated, causing the value of these obligations to fall. Rising interest rates tend to extend the duration of securities, making them more sensitive to changes in interest rates. The value of longer-term securities generally changes more in response to changes in interest rates than shorter-term securities. As a result, in a period of rising interest rates, securities may exhibit additional volatility and may lose value.
When interest rates fall, certain obligations will be paid off by the Borrower more quickly than originally anticipated, and the Fund may have to invest the proceeds in securities with lower yields. In periods of falling interest rates, the rate of prepayments tends to increase (as does price fluctuation) as Borrowers are motivated to pay off debt and refinance at new lower rates. During such periods, reinvestment of the prepayment proceeds by the Adviser will generally be at lower rates of return than the return on the assets that were prepaid. Prepayment reduces the yield to maturity and the average life of the security.
Special Situations and Stressed Investments Risk
Although investments in debt and equity securities and other obligations of companies that may be in some level of financial or business distress, including companies involved in, or that have recently completed, bankruptcy or other reorganization and liquidation proceedings ("Stressed Issuers") (such investments, "Special Situation Investments") may result in significant returns for the Fund, they are speculative and involve a substantial degree of risk. The level of analytical sophistication, both financial and legal, necessary for successful investment in distressed assets is unusually high. Therefore, the Fund will be particularly dependent on the analytical abilities of the Adviser. In any reorganization or liquidation proceeding relating to a company in which the Fund invests, the Fund may lose its entire investment, may be required to accept cash or securities with a value less than the Fund's original investment and/or may be required to accept payment over an extended period of time. Among the risks inherent in investments in a troubled company is that it may be difficult to obtain information as to the true financial condition of such company. Troubled company investments and other distressed asset-based investments require active monitoring.
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33
Ares Dynamic Credit Allocation Fund, Inc.
Notes to Financial Statements (continued)
December 31, 2023
(in thousands, except per share data, percentages and as otherwise noted)
The Fund may make investments in Stressed Issuers when the Adviser believes it is reasonably likely that the Stressed Issuer will make an exchange offer or will be the subject to a plan of reorganization pursuant to which the Fund will receive new securities in return for a Special Situation Investment. There can be no assurance, however, that such an exchange offer will be made or that such a plan of reorganization will be adopted. In addition, a significant period of time may pass between the time at which the Fund makes its investment in the Special Situation Investment and the time that any such exchange offer or plan of reorganization is completed, if at all. During this period, it is unlikely that the Fund would receive any interest payments on the Special Situation Investment, the Fund would be subject to significant uncertainty whether the exchange offer or plan of reorganization will be completed and the Fund may be required to bear certain extraordinary expenses to protect and recover its investment. Therefore, to the extent the Fund seeks capital appreciation through investment in Special Situation Investments, the Fund's ability to achieve current income for its shareholders may be diminished. The Fund also will be subject to significant uncertainty as to when, in what manner and for what value the obligations evidenced by Special Situation Investments will eventually be satisfied (e.g., through a liquidation of the obligor's assets, an exchange offer or plan of reorganization involving the Special Situation Investments or a payment of some amount in satisfaction of the obligation). Even if an exchange offer is made or plan of reorganization is adopted with respect to Special Situation Investments held by the Fund, there can be no assurance that the securities or other assets received by the Fund in connection with such exchange offer or plan of reorganization will not have a lower value or income potential than may have been anticipated when the investment was made or even no value. Moreover, any securities received by the Fund upon completion of an exchange offer or plan of reorganization may be restricted as to resale. Similarly, if the Fund participates in negotiations with respect to any exchange offer or plan of reorganization with respect to an issuer of Special Situation Investments, the Fund may be restricted from disposing of such securities. To the extent that the Fund becomes involved in such proceedings, the Fund may have a more active participation in the affairs of the issuer than that assumed generally by an investor.
To the extent that the Fund holds interests in a Stressed Issuer that are different (or more senior or junior) than those held by other funds and/or accounts managed by Ares Management or its affiliates ("Other Accounts"), the Adviser is likely to be presented with decisions involving circumstances where the interests of such Other Accounts may be in conflict with the Fund's interests. Furthermore, it is possible that the Fund's interest may be subordinated or otherwise adversely affected by virtue of such Other Accounts' involvement and actions
relating to their investment. In addition, when the Fund and Other Accounts hold investments in the same Stressed Issuer (including in the same level of the capital structure), the Fund may be prohibited by applicable law from participating in restructurings, work-outs, renegotiations or other activities related to its investment in the Stressed Issuer absent an exemption due to the fact that Other Accounts hold investments in the same Stressed Issuer. As a result, the Fund may not be permitted by law to make the same investment decisions as Other Accounts in the same or similar situations even if the Adviser believes it would be in the Fund's best economic interests to do so. Also, the Fund may be prohibited by applicable law from investing in a Stressed Issuer (or an affiliate) that Other Accounts are also investing in or currently invest in even if the Adviser believes it would be in the best economic interests of the Fund to do so. Furthermore, entering into certain transactions that are not deemed prohibited by law when made may potentially lead to a condition that raises regulatory or legal concerns in the future. This may be the case, for example, with Stressed Issuers who are near default and more likely to enter into restructuring or work-out transactions with their existing debt holders, which may include the Fund and its affiliates. In some cases, to avoid the potential of future prohibited transactions, the Adviser may avoid recommending allocating an investment opportunity to the Fund that it would otherwise recommend, subject to the Adviser's then-current allocation policy and any applicable exemptions.
Below Investment Grade Rating Risk
Debt instruments that are rated below investment grade are often referred to as "high yield" securities or "junk bonds." Below investment grade instruments are rated "Ba1" or lower by Moody's, "BB+" or lower by S&P or "BB+" or lower by Fitch or, if unrated, are judged by the Adviser to be of comparable credit quality. While generally providing greater income and opportunity for gain, below investment grade debt instruments may be subject to greater risks than securities or instruments that have higher credit ratings, including a higher risk of default. The credit rating of an instrument that is rated below investment grade does not necessarily address its market value risk, and ratings may from time to time change, positively or negatively, to reflect developments regarding the Borrower's financial condition. Below investment grade instruments often are considered to be speculative with respect to the capacity of the Borrower to timely repay principal and pay interest or dividends in accordance with the terms of the obligation and may have more credit risk than higher rated securities. Lower grade securities and similar debt instruments may be particularly susceptible to economic downturns. It is likely that a prolonged or deepening economic recession could adversely affect the ability of some Borrowers issuing such
Annual Report 2023
34
Ares Dynamic Credit Allocation Fund, Inc.
Notes to Financial Statements (continued)
December 31, 2023
(in thousands, except per share data, percentages and as otherwise noted)
debt instruments to repay principal and pay interest on the instrument, increase the incidence of default and severely disrupt the market value of the securities and similar debt instruments.
The secondary market for below investment grade instruments may be less liquid than that for higher rated instruments. Because unrated securities may not have an active trading market or may be difficult to value, the Fund might have difficulty selling them promptly at an acceptable price. To the extent that the Fund invests in unrated securities, the Fund's ability to achieve its investment objective will be more dependent on the Adviser's credit analysis than would be the case when the Fund invests in rated securities.
Under normal market conditions, the Fund will invest in debt instruments rated in the lower rating categories ("Caa1" or lower by Moody's, "CCC+" or lower by S&P or "CCC+" or lower by Fitch) or unrated and of comparable quality. For these securities, the risks associated with below investment grade instruments are more pronounced. The Fund may incur additional expenses to the extent it is required to seek recovery upon a default in the payment of principal or interest on its portfolio holdings. In any reorganization or liquidation proceeding relating to an investment, the Fund may lose its entire investment or may be required to accept cash or securities with a value substantially less than its original investment.
European Risk
The Fund may invest a portion of its capital in debt securities issued by issuers domiciled in Europe, including issuers domiciled in the United Kingdom (the "UK"). Concerns regarding the sovereign debt of various Eurozone countries and proposals for investors to incur substantial writedowns and reductions in the face value of the sovereign debt of certain countries give rise to concerns about sovereign defaults, the possibility that one or more countries might leave the European Union (the "EU") or the Eurozone and various proposals (still under consideration and unclear in material respects) for support of affected countries and the Euro as a currency. The outcome of any such situation cannot be predicted. Sovereign debt defaults and EU and/or Eurozone exits could have material adverse effects on investments by the Fund in securities of European companies, including but not limited to the availability of credit to support such companies' financing needs, uncertainty and disruption in relation to financing, customer and supply contracts denominated in Euro and wider economic disruption in markets served by those companies, while austerity and other measures that have been introduced in order to limit or contain these issues may themselves lead to economic contraction and resulting adverse effects for the Fund. A number of the Fund's securities may be
denominated in the Euro. Legal uncertainty about the funding of Euro denominated obligations following any breakup or exits from the Eurozone (particularly in the case of investments in securities of companies in affected countries) could also have material adverse effects on the Fund. In connection with investments in non-U.S. issuers, the Fund may engage in foreign currency exchange transactions but is not required to hedge its currency exposure. As such, the Fund may make investments that are denominated in British pound sterling or Euros. The Fund's assets are valued in U.S. dollars and the depreciation of the British pound sterling and/or the Euro in relation to the U.S. dollar could adversely affect the Fund's investments denominated in British pound sterling or Euros that are not fully hedged regardless of the performance of the underlying issuer.
Market Disruption and Geopolitical Risk
U.S. and global markets recently have experienced increased volatility, which could be harmful to the Fund and issuers in which it invests. Such volatility may result in, amongst other things, write-offs, the re-pricing of credit risk, the failure of major financial institutions, or worsening general economic conditions, any of which could materially and adversely impact the broader financial and credit markets and reduce the availability of debt and equity capital for the market as a whole and financial services firms in particular. Continued market volatility and uncertainty and/or a downturn in market and economic and financial conditions, as a result of developments in the banking industry or otherwise (including as a result of delayed access to cash or credit facilities), could have an adverse impact on the Fund and issuers in which it invests.
Various social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes, and global health epidemics or outbreaks of infectious diseases), may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. Such events, including trade tensions between the United States and China, other uncertainties regarding actual and potential shifts in U.S. and foreign, trade, economic and other policies with other countries, the Russia-Ukraine war and more recently the Israel-Hamas war, and health epidemics and pandemics, could adversely affect its business, financial condition or results of operations. These market and economic disruptions could negatively impact the operating results of its portfolio companies.
Interest Rate Risk
The market value of Corporate Bonds and other fixed-income securities changes in response to interest rate changes and
Annual Report 2023
35
Ares Dynamic Credit Allocation Fund, Inc.
Notes to Financial Statements (continued)
December 31, 2023
(in thousands, except per share data, percentages and as otherwise noted)
other factors. In an effort to combat inflation, the U.S. Federal Reserve (the "Federal Reserve") increased the federal funds rate in 2023. Although the Federal Reserve left its benchmark rates steady in the fourth quarter of 2023, it has indicated that additional rate increases in the future may be necessary to mitigate inflationary pressures and there can be no assurance that the Federal Reserve will not make upwards adjustments to the federal funds rate in the future. However, there are reports that the Federal Reserve may begin to cut the benchmark rates in 2024. Interest rate risk is the risk that prices of bonds and other fixed-income securities will increase as interest rates fall and decrease as rates rise. Accordingly, an increase in market interest rates may cause a decrease in the price of a debt security and, therefore, a decline in the net asset value of the Fund's common shares. The magnitude of these fluctuations in the market price of bonds and other fixed-income securities is generally greater for those securities with longer maturities. Because Senior Loans with floating or variable rates reset their interest rates only periodically, changes in prevailing interest rates (and particularly sudden and significant changes) can be expected to cause some fluctuations in the net asset value of the Fund's common shares. In addition, Senior Loans or similar loans or securities may allow the Borrower to opt between reference rates, which may have an effect on the net asset value of the Fund's common shares.
Closed-End Structure; Market Discount from Net Asset Value
Shares of closed-end investment companies that trade in a secondary market frequently trade at market prices that are lower than their net asset values. This is commonly referred to as "trading at a discount." As a result, the Fund is designed primarily for long-term investors. Although the value of the Fund's net assets is generally considered by market participants in determining whether to purchase or sell shares, whether an investor will realize gains or losses upon the sale of the shares will depend entirely upon whether the market price of the shares at the time of sale is above or below the investor's purchase price for the shares. Because the market price of the shares will be determined by factors such as relative supply of and demand for the shares in the market, general market and economic conditions, and other factors beyond the control of the Fund, the Fund cannot predict whether the shares will trade at, below or above net asset value. As with any security, complete loss of investment is possible.
Litigation Risk
The Fund as well as the Adviser and its affiliates participate in a highly regulated industry and are each subject to regulatory examinations in the ordinary course of business. There can be no assurance that the Fund, its executive officers, directors,
and the Adviser, its affiliates and/or any of their respective principals and employees will avoid regulatory investigation and possible enforcement actions stemming therefrom. The Adviser is a registered investment adviser and, as such, is subject to the provisions of the Advisers Act. The Fund and the Adviser may each be, from time to time, subject to formal and informal examinations, investigations, inquiries, audits and reviews from numerous regulatory authorities both in response to issues and questions raised in such examinations or investigations and in connection with the changing priorities of the applicable regulatory authorities across the market in general.
The Fund, its executive officers, directors, and the Adviser, its affiliates and/or any of their respective principals and employees could also be named as defendants in, or otherwise become involved in, litigation. Litigation and regulatory actions can be time-consuming and expensive and can lead to unexpected losses, which expenses and losses are often subject to indemnification by us. Legal proceedings could continue without resolution for long periods of time and their outcomes, which could materially and adversely affect the value of us or the ability of the Adviser to manage the Fund, are often impossible to anticipate. The Adviser would likely be required to expend significant resources responding to any litigation or regulatory action related to it, and these actions could be a distraction to the activities of the Adviser.
The Fund's investment activities are subject to the normal risks of becoming involved in litigation by third parties. The expense of defending against claims by third parties and paying any amounts pursuant to settlements or judgments would, absent willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved by the Adviser, administrator, or any of our officers, be borne by the Fund and would reduce the Fund's net assets. The Adviser and others are indemnified by the Fund in connection with such litigation, subject to certain conditions.
(11) Subsequent Events
The Adviser has evaluated subsequent events through the date of issuance of the financial statements included herein. There have been no subsequent events that occurred during such period that would require disclosure or would be required to be recognized in the financial statements as of and for the year ended December 31, 2023, except as discussed below:
In January 2024, the Fund's board of directors appointed Scott Lem as Treasurer and will succeed Penni F. Roll, the Fund's current Treasurer, effective as of February 15, 2024. Penni F. Roll will remain at Ares Management in a senior leadership capacity.
Annual Report 2023
36
Ares Dynamic Credit Allocation Fund, Inc.
Notes to Financial Statements (continued)
December 31, 2023
(in thousands, except per share data, percentages and as otherwise noted)
The following common share distributions were declared on January 11, 2024:
Ex-Date: January 19, 2024
Record Date: January 22, 2024
Payable Date: January 31, 2024
Per Share Amount: $0.1175
The following common share distributions were declared on February 9, 2024:
Ex-Date: February 20, 2024
Record Date: February 21, 2024
Payable Date: February 29, 2024
Per Share Amount: $0.1175
Annual Report 2023
37
Ares Dynamic Credit Allocation Fund, Inc.
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Ares Dynamic Credit Allocation Fund, Inc.:
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of Ares Dynamic Credit Allocation Fund, Inc. (the "Fund"), including the schedule of investments, as of December 31, 2023, and the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the four years in the period then ended, the period from November 1, 2019 to December 31, 2019, and each of the six years in the period ended October 31, 2019 and the related notes (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 at December 31, 2023, 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 its financial highlights for each of the four years in the period then ended, the period from November 1, 2019 to December 31, 2019, and each of the six years in the period ended October 31, 2019, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements 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 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 the Fund's 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, 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. Our procedures included confirmation of securities owned as of December 31, 2023, by correspondence with the custodians, brokers and others; when replies were not received from custodians, brokers and others, we performed other auditing procedures. 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. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Fund's auditor since 2012.
Los Angeles, California
February 28, 2024
Annual Report 2023
38
Ares Dynamic Credit Allocation Fund, Inc.
Additional Information
December 31, 2023
Fund Investment Objective, Policies and Risks:
Recent Changes:
The Fund has not made any changes to its investment policies or strategies since its last shareholder report.
Investment Objective and Policies:
The Fund's investment objective is to seek an attractive risk adjusted level of total return, primarily through current income and, secondarily, through capital appreciation. The Fund seeks to achieve its investment objective by investing primarily in a broad, dynamically managed portfolio of (i) senior secured loans made primarily to companies whose debt is rated below investment grade ("Senior Loans"), (ii) corporate bonds that are primarily high yield issues rated below investment grade ("Corporate Bonds"), (iii) other fixed-income instruments of a similar nature that may be represented by derivatives, and (iv) securities issued by entities commonly referred to as CLOs and other asset-backed securities. The Fund's investments in CLOs may include investments in subordinated tranches of CLO securities.
The Fund may invest in debt securities of any maturity, including perpetual securities, and does not manage its portfolio seeking to maintain a targeted dollar-weighted average maturity level. The Fund may invest in securities of any duration and does not have a fixed duration target. The Fund may invest in U.S. dollar and non-U.S. dollar denominated loans and securities of borrowers located anywhere in the world, and of borrowers that operate in any industry. The Fund may invest a significant amount of its capital in debt securities issued by issuers domiciled in Europe. The Fund is permitted to invest in investment grade and below investment grade rated CLO securities. The Fund may also invest in subordinated loans. The Fund may invest in debt and equity securities and other obligations of companies that may be in some level of financial or business distress, including companies involved in, or that have recently completed, bankruptcy or other reorganization and liquidation proceedings.
The Fund may engage in leverage through the issuance of preferred shares and/or notes or other forms of indebtedness, including a credit facility. Currently, the Fund has both issued preferred shares and borrowed under a credit facility.
The Adviser seeks to implement the Fund's investment strategy through the application of several techniques, including but not limited to:
(i) investing in a diversified portfolio of loans and other debt investments across a broad range of industries with varying characteristics and return profiles;
(ii) adhering to the established credit underwriting processes of the Ares organization, an affiliate of the Adviser, and doing substantial pre-investment credit analysis, utilizing publicly available credit and industry information as well as other information about the borrowers and issuers;
(iii) monitoring the credit quality of the obligors in the Fund's investments and, as appropriate, on a risk adjusted return basis, selling investments in underperforming issuers; and
(iv) holding cash and engaging in derivative credit and interest rate hedges.
The Adviser will dynamically manage the Fund's portfolio by allocating the portfolio among investments in the various targeted credit markets in a manner that seeks to manage interest rate and credit risk and the duration of the Fund's portfolio. The term "dynamically manage" refers to the method of investment allocation that the Adviser will use to manage the Fund's assets and according to which the Adviser will evaluate and adjust, based on its analysis of the then current market environment and outlook, the Fund's portfolio of Senior Loans, Corporate Bonds, CLO securities and other permitted investments. The Adviser will seek to implement this dynamic allocation strategy with the intention of responding to changing market conditions and outlook, and achieving attractive risk-adjusted returns throughout the credit cycle. The Adviser believes that as market conditions change, so should the Fund's investment allocations. In addition, the Adviser may allocate portions of the Fund's portfolio to investments that it believes to be pre-disposed to positive event risk or to have attractive relative value characteristics given then current market conditions. The Adviser believes that reallocating investments in this way will opportunistically emphasize those investments and categories of investments best suited to the then current market environment and outlook. There can be no assurance that the Adviser will seek to allocate the Fund's investments in any particular manner or that the Fund will be able to structure its investment portfolio as desired in any given market environment.
Annual Report 2023
39
Ares Dynamic Credit Allocation Fund, Inc.
Additional Information (continued)
December 31, 2023
The Adviser's investment process is rigorous, proactive and on-going. Close monitoring of each investment in the portfolio provides the basis for making buy, sell and hold decisions. The Adviser utilizes what it believes to be a conservative approach that focuses on credit fundamentals, collateral coverage, structural seniority and relative value. The Adviser may also employ sector analysis to assess industry trends and characteristics that may impact a borrower's potential future ability to generate cash, as well as profitability, asset values, financial needs and potential liabilities. The Adviser takes a disciplined approach to its credit investment selection process in which criteria used by the Adviser may include an evaluation of whether a loan or debt security is adequately collateralized or over-collateralized and whether it is covered by sufficient earnings and cash flow to service the borrower's indebtedness on a timely basis. The Adviser also takes into consideration the credit ratings of Borrowers in evaluating potential investments, although credit ratings are generally not considered to be the primary or determinative factor in the investment selection process. The Adviser also expects to gain exposure to borrowers across a broad range of industries and of varying characteristics and return profiles.
Under normal market conditions, the Fund will invest at least 80% of its Managed Assets in debt securities, including (i) Senior Loans, (ii) Corporate Bonds, (iii) other fixed-income instruments of a similar nature that may be represented by derivatives, and (iv) debt securities issued by entities commonly referred to as CLOs. This 80% Policy is non-fundamental and may be changed upon providing 60 days' prior written notice to stockholders.
Under normal market conditions, the Fund will not invest more than (i) 45% of its Managed Assets in CLOs and other asset-backed securities, or (ii) 15% of its Managed Assets in subordinated (or residual) tranches of CLO securities. "Managed Assets" means the total assets of the Fund (including any assets attributable to any preferred shares that may be issued or to indebtedness) minus the Fund's liabilities other than liabilities relating to indebtedness.
For defensive purposes, including during periods in which the Adviser determines that economic, market or political conditions are unfavorable to investors and a defensive strategy would benefit the Fund, the Fund may temporarily deviate from its investment strategies and objective.
Risk Factors:
See Note 10 to the financial statements.
Fundamental Investment Restrictions:
The following investment restrictions are fundamental policies of the Fund and may not be changed without the approval of the holders of a majority of the Fund's outstanding shares of common stock (which for this purpose and under the Investment Company Act means the lesser of (i) 67% of the shares of common stock represented at a meeting at which more than 50% of the outstanding shares of common stock are represented or (ii) more than 50% of the outstanding shares). Subject to such shareholder approval, the Fund may not:
1. make investments for the purpose of exercising control or management;
2. purchase or sell real estate, commodities or commodity contracts, except that, to the extent permitted by applicable law, the Fund may (i) invest in securities directly or indirectly secured by real estate or interests therein or issued by entities that invest in real estate or interests therein; (ii) acquire, hold and sell real estate acquired through default, liquidation, or other distributions of an interest in real estate as a result of the Fund's ownership of other assets; (iii) invest in instruments directly or indirectly secured by commodities or securities issued by entities that invest in or hold such commodities and acquire temporarily commodities as a result thereof; and (iv) purchase and sell forward contracts, financial futures contracts and options thereon;
3. issue senior securities or borrow money except as permitted by Section 18 of the Investment Company Act or otherwise as permitted by applicable law;
4. underwrite securities of other issuers, except insofar as the Fund may be deemed an underwriter under the Securities Act in selling its own securities or portfolio securities;
5. make loans to other persons, except that (i) the Fund will not be deemed to be making a loan to the extent that the Fund makes investments in accordance with its stated investment strategies or otherwise purchases Senior Loans, subordinated loans, Corporate Bonds, CLO securities, debentures or other loans or debt securities of any type, preferred securities, commercial paper, pass through instruments, loan participation interests, corporate loans, certificates of
Annual Report 2023
40
Ares Dynamic Credit Allocation Fund, Inc.
Additional Information (continued)
December 31, 2023
deposit, bankers acceptances, repurchase agreements or any similar instruments; (ii) the Fund may take short positions in any security or financial instrument; and (iii) the Fund may lend its portfolio securities in an amount not in excess of 33 1/3% of its total assets, taken at market value, provided that such loans shall be made in accordance with applicable law; and
6. invest more than 25% of its total assets (taken at market value at the time of each investment) in the securities of issuers of any one industry; provided that securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities and tax-exempt securities of governments and their political subdivisions will not be considered to represent an industry (other than private purpose industrial development bonds issued on behalf of non-governmental issuers).
Annual Report 2023
41
Ares Dynamic Credit Allocation Fund, Inc.
Additional Information (continued)
December 31, 2023
Proxy Information
The policies and procedures used to determine how to vote proxies relating to securities held by the Fund are available (1) without charge, upon request, by calling 1-877-855-3434, or (2) on the SEC's website at http://www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month year ended June 30 will be available on Form N-PX by August 31 of each year (1) without charge, upon request, by calling 1-877-855-3434, or (2) on the SEC's website at http://www.sec.gov.
Portfolio Information
The Fund files its complete schedule of portfolio holdings for each month in a fiscal quarter within 60 days after the end of the relevant fiscal quarter on SEC Form N-PORT. The Fund's Form N-PORT will be available (1) without charge, upon request, by calling 1-877-855-3434; or (2) on the SEC's website at http://www.sec.gov.
Annual Report 2023
42
Ares Dynamic Credit Allocation Fund, Inc.
Additional Information (continued)
December 31, 2023
Dividend Reinvestment Plan
Unless a shareholder specifically elects to receive distributions in cash, distributions will automatically be reinvested in additional common shares of the Fund. A shareholder may elect to have the cash portion of dividends and distributions distributed in cash. To exercise this option, such shareholder must notify State Street, the plan administrator and the Fund's transfer agent and registrar, in writing or by telephone so that such notice is received by the plan administrator not less than 10 days prior to the record date fixed by the board of directors for the dividend or distribution involved. Participants who hold their common shares through a broker or other nominee and who wish to elect to receive any dividends and other distributions in cash must contact their broker or nominee. The plan administrator will set up an account for shares acquired pursuant to the plan for each shareholder that does not elect to receive distributions in cash (each a "Participant"). The plan administrator may hold each Participant's common shares, together with the other Participant's common shares, in noncertificated form in the plan administrator's name or that of its nominee. The shares are acquired by the plan administrator for a Participant's account, depending upon the circumstances described below, either (i) through receipt of additional unissued but authorized common shares from the Fund ("Newly Issued Shares") or (ii) by purchase of outstanding common shares on the open market ("Open-Market Purchases") on the NYSE or elsewhere. If, on the dividend payment date, the net asset value per share of the common shares is equal to or less than the market price per common share on the NYSE plus estimated brokerage commissions (such condition being referred to as "market premium"), the plan administrator will invest the dividend amount in Newly Issued Shares on behalf of the Participant. The number of Newly Issued Shares to be credited to the Participant's account will be determined by dividing the dollar amount of the dividend by the net asset value per share of the common shares on the date the shares are issued, unless the net asset value of the common shares is less than 95% of the then current market price per share on the NYSE, in which case the dollar amount of the dividend will be divided by 95% of the then current market price per common share on the NYSE. If on the dividend payment date the net asset value per share of the common shares is greater than the market price per common share on the NYSE (such condition being referred to as "market discount"), the plan administrator will invest the dividend amount in common shares acquired on behalf of the Participant in Open-Market Purchases.
The plan administrator's service fee, if any, and expenses for administering the plan will be paid for by the Fund. There will be no brokerage charges to shareholders with respect to common shares issued directly by the Fund as a result of dividends or distributions payable either in common shares or in cash. However, each participant will pay a pro-rata share of brokerage commissions incurred with respect to the plan administrator's Open-Market Purchases in connection with the reinvestment of dividends and distributions.
Shareholders who elect to receive their distributions in cash are subject to the same federal, state and local tax consequences as shareholders who reinvest their distributions in additional common shares. A shareholder's basis for determining gain or loss upon the sale of shares acquired due to reinvestment of a distribution will generally be equal to the total dollar amount of the dividend payable to the shareholders. Any shares received due to reinvestment of a dividend will have a new holding period for tax purposes commencing on the day following the day on which the shares are credited to the U.S. shareholder's account.
Participants may terminate their accounts under the dividend reinvestment plan by writing to the plan administrator at State Street Bank and Trust Company, located at One Lincoln Street, Boston, Massachusetts, 02111 or by calling the plan administrator's hotline at (877) 272-8164. Such termination will be effective immediately if the Participant's notice is received by the plan administrator at least 10 days prior to any dividend or distribution record date for the payment of any dividend or distribution by the Fund; otherwise, such termination will be effective only with respect to any subsequent dividend or distribution. Participants who hold their common shares through a broker or other nominee and who wish to terminate their account under the plan may do so by notifying their broker or nominee. The dividend reinvestment plan may be terminated by the Fund upon notice in writing mailed to each Participant at least 30 days prior to any record date for the payment of any dividend or distribution by the Fund. Additional information about the dividend reinvestment plan may be obtained by contacting the plan administrator by mail at One Lincoln Street, Boston, Massachusetts 02111 or by telephone at (877) 272-8164.
Annual Report 2023
43
Ares Dynamic Credit Allocation Fund, Inc.
Additional Information (continued)
December 31, 2023
Renewal of Investment Advisory Agreement
The Board of Directors (the "Board") of the Ares Dynamic Credit Allocation Fund, Inc. (the "Fund"), a majority of whom are not "interested persons" (as defined in the Investment Company Act of 1940, as amended (the "1940 Act")), of the Fund (the "Independent Directors"), determined to renew the Investment Advisory and Management Agreement between Ares Capital Management II LLC (the "Adviser") and the Fund (the "Investment Advisory Agreement") at a meeting held on August 14, 2023 (the "Meeting").
The Fund's Board has the responsibility under the 1940 Act to consider the renewal of the Fund's Investment Advisory Agreement on an annual basis. In addition, the Fund's Board generally receives, reviews and evaluates information concerning the services and personnel of the Adviser and its affiliates at quarterly meetings of the Board throughout the year. While particular emphasis might be placed on information concerning the Fund's investment performance, comparability of fees and total expenses and the Adviser's profitability at any meeting at which a renewal of the Investment Advisory Agreement is considered, the process of evaluating the Adviser and the Fund's Investment Advisory Agreement is an ongoing one. In this regard, the Board's consideration of the nature, extent and quality of the services provided by the Adviser under the Investment Advisory Agreement includes deliberations at multiple meetings. In addition, the Fund's Board generally receives, reviews and evaluates information concerning the Fund's operations, expenses and performance throughout the year, including at quarterly Board meetings.
In connection with the renewal of the Investment Advisory Agreement, the Independent Directors met with their independent counsel in executive session. Counsel to the Independent Directors reviewed with the Independent Directors a memorandum outlining the legal duties of the Board under the 1940 Act and applicable state law and discussed the factors outlined by the federal courts as relevant to a board's consideration of the approval of an investment advisory agreement.
In considering whether to renew the Investment Advisory Agreement, the Fund's Board reviewed certain information provided to the Board by the Adviser in advance of the Meeting, and supplemented orally at the Meeting, including, among other things, information concerning the services rendered to the Fund by the Adviser, comparative fee, expense and performance information, and other reports of and presentations by representatives of the Adviser concerning the Fund's and Adviser's operations, compliance programs and risk management. The Board also reviewed a report prepared by Broadridge, an independent provider of investment company data, which included information comparing (1) the Fund's performance with the performance of a group of comparable funds (the "Peer Group") for various periods ended May 31, 2023, and (2) the Fund's actual and contractual management fees and total expenses with those of the Peer Group where the management fee was identical to the Peer Group median and comparable to the Peer Group for other key expense metrics. The Board noted that the Adviser (with the cooperation of Broadridge) had added one additional peer fund to the Peer Group and removed one peer fund due to a merger with an existing peer fund. The Board further noted that, as a result, the Fund's current Peer Group consisted of twelve closed-end funds. The Board also noted that the Broadridge categories that the Adviser believes are most comparable to the Fund are hybrid credit closed-end funds that invest across several credit-oriented asset classes.
In determining whether to renew the Investment Advisory Agreement, the Board considered all factors that it believed to be relevant, including those discussed below. The Board did not identify any one factor as dispositive, and each Director may have attributed different weights to the factors considered.
(a) The nature, extent and quality of services provided by the Adviser — With respect to the nature, extent and quality of services provided by the Adviser, the Board reviewed the information regarding the types of services provided under the Investment Advisory Agreement and information describing the Adviser's organization and business, including the quality of the investment research capabilities of the Adviser and the other resources dedicated to performing services for the Fund. The Board noted the professional experience and qualifications of the Fund's portfolio management team and other senior personnel of the Adviser involved with the Fund, including the portfolio management team's expertise in managing loan portfolios, the integrated platform of the Adviser and its affiliates and the benefits, resources and opportunities of the platform that the Adviser is able to access. Fund management discussed the size and experience of the Adviser's staff, the experience of its key personnel in providing investment management services, and the ability of the Adviser to attract and retain capable personnel. The quality of administrative and other services, including the Adviser's role in coordinating the activities of the Fund's other service providers, were also considered. The Board also
Annual Report 2023
44
Ares Dynamic Credit Allocation Fund, Inc.
Additional Information (continued)
December 31, 2023
noted the reputation and track record of the Adviser's organization as a leading manager of credit assets. The Board also noted that investment performance is probative of the quality of services provided.
(b) Investment performance of the Fund and the Adviser — With respect to investment performance of the Fund and the Adviser, the Board reviewed statistical information concerning the Fund's investment performance in relation to its stated objective, as well as comparative data with respect to the performance of unaffiliated closed-end funds employing similar investment strategies provided by the Adviser and the comparative information provided by Broadridge. Representatives of the Adviser reviewed with the Board the Fund's performance and discussed the Fund's stock price and net asset value. In connection with its review, the Board discussed the results of the performance comparisons provided by the Adviser and Broadridge.
In reviewing the Adviser's report, the Board took into consideration that the Adviser identified hybrid credit closed-end funds that invest across several credit-oriented asset classes as the peer categories the Adviser believed were most comparable to the Fund given the Fund's flexible mandate and focus on senior secured bank loans, corporate bonds and CLOs. The Board noted that the Fund's investment returns (as measured by its levered returns on NAV) have been in-line with or outperformed the Peer Group over short- and long-term time periods. Specifically, the Board noted that the Fund outperformed the Peer Group median over the three-month period ended May 31, 2023, the year-to-date period, the past one-year, three-year, and five-year periods ended May 31, 2023, and since inception until May 31, 2023.
The Board noted, in reviewing the Broadridge report, that the Fund's market price-based total returns have outperformed the Peer Group over the year-to-date period, the past one-year, three- year, and five-year periods ended May 31, 2023, and since inception until May 31, 2023. The Board further noted that over the three-month period ended May 31, 2023, the Fund's market price-based total returns have underperformed the Peer Group. The Fund ranked fourth, fifth and fourth out of twelve funds in the Peer Group for the three-year, two-year and one-year periods ended May 31, 2023, respectively.
Representatives of the Adviser noted that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations that may be applicable to the Fund and comparable funds, highlighting, in particular, the difficulty in finding an appropriate universe of comparable funds. In discussing the Fund's outperformance, they noted, among other things, that since 2015, the Adviser has made changes within the CLO allocation that have resulted in significantly higher income while maintaining a strong fundamental credit quality.
(c) Cost of the services provided and profits realized by the Adviser from the relationship with the Fund — The Board considered information about the profitability of the Fund to the Adviser, as well as the costs of services provided by the Adviser to the Fund. The Board received and reviewed information relating to the financial condition of the Adviser's parent, Ares Management Corporation. Representatives of the Adviser reviewed the expenses allocated and profit received by the Adviser and its affiliates and the resulting profitability percentage for managing the Fund and the method used to determine the expenses and profit. The Board concluded that the profitability results were not unreasonable, given the services rendered and service levels provided to the Fund by the Adviser and its affiliates.
(d) Economies of scale and whether fee levels reflect these economies of scale — The Board considered the extent to which economies of scale are expected to be realized and whether fee levels reflect these economies of scale. It was noted that, because the Fund is a closed-end fund, any increase in asset levels generally would have to come from material appreciation through investment performance absent a special corporate action such as a material acquisition or an offering of additional shares. Further, the Board noted that as the Fund's assets increased, administration and custodial services were billed at lower incremental rates.
(e) Comparison of services rendered and fees paid to those under other investment advisory contracts, such as contracts of the same and other investment advisers or other clients — The Board reviewed the results of the expense comparisons provided by the Adviser and Broadridge. The Board discussed the range of actual and contractual management fees and total expenses of the Peer Group and Expense Universe funds as contained in Broadridge's report and discussed the results of the comparisons. The Board noted that the Fund's contractual management fee, based on common assets, was essentially in line with the Peer Group median. The Board also noted that, while the Fund's total expenses as a percent of common and levered assets or common assets were higher than the Peer Group median, these expenses were used to generate net investment returns that were 58 basis points higher than the peer median. The Board
Annual Report 2023
45
Ares Dynamic Credit Allocation Fund, Inc.
Additional Information (continued)
December 31, 2023
noted that, given the significant volatility in market prices in 2022, the Fund's performance should be examined over a longer time horizon as well. The Board further noted that, when examining annualized net investment performance over the three years ended May 31, 2023, the Fund had outperformed the Peer Group median by 179 basis points and that the Fund's NAV based-returns also exceeded the Peer Group median in all six time periods measured by the Adviser.
In addition, the Board noted that approximately 30% of the Fund's higher expenses relative to the Peer Group median were attributed to higher interest expenses (including preferred dividends, which carry highly attractive overall costs). The Board noted that, while the Fund's preferred stock issuance may have been a slight headwind to expenses in 2022, the weighted average dividend rate of 2.81% was lower than the effective Fed funds rate of 5.08% as of May 31, 2023. The Board also considered the Adviser's belief that the Fund's ability to borrow at a rate lower than the Fed funds rate should be a tailwind to the Fund for the near future.
In analyzing the comparative expense information provided by the Adviser, the Board considered that, pursuant to the terms of the Investment Advisory Agreement, after the Fund's second fiscal year, which ended on October 31, 2014, the Fund began reimbursing the Adviser for its cost of providing certain accounting, legal, clerical or administrative services to the Fund by employees of the Adviser or its affiliates. Representatives of the Adviser noted that although the Fund's use of leverage is an expense, the use of leverage has contributed positively to the Fund's return.
In discussing the Fund's management fees and expenses, representatives of the Adviser noted, among other things, that the Adviser believes that the Fund is essentially in line with the Peer Group medians across key expense comparisons (e.g., management fees and total expenses).
Representatives of the Adviser also reviewed with the Board the management or investment advisory fees paid by commingled funds or separately managed accounts advised by the Adviser or its affiliates that are considered to have similar investment strategies and policies as the Fund (the "Similar Clients") and explained the nature of the Similar Clients. They discussed differences in fees paid and the relationship of the fees paid in light of any differences in the services provided and other relevant factors. The Board considered the relevance of the fee information provided for the Similar Clients to evaluate the appropriateness and reasonableness of the Fund's management fee.
(f) Benefits derived or to be derived by the Adviser from its relationship with the Fund — The Board also considered the extent to which benefits other than the fees and reimbursement amounts pursuant to the Investment Advisory Agreement might accrue to the Adviser and its affiliates from their relationships with the Fund. The Board noted in this regard that, while certain funds and accounts managed by the Adviser engage from time to time in co-investment transactions with the Fund as permitted by the 1940 Act, neither the Adviser nor its affiliates execute portfolio transactions on behalf of the Fund, and that the Adviser had confirmed that the Fund does not invest in securities issued by affiliates of the Adviser, including CLOs sponsored by the Adviser. However, it recognized that the Adviser might derive reputational and other benefits from its association with the Fund.
Conclusion
At the conclusion of these discussions, the Board agreed that it had been furnished with information sufficiently responsive to make an informed business decision with respect to the renewal of the Investment Advisory Agreement. Based on the discussions and considerations at the Meeting, and in reliance on information received on a routine and regular basis throughout the year relating to the operations of the Fund and the investment management and other services provided under the Investment Advisory Agreement, the Board, including the Independent Directors voting separately, voted to approve the renewal of the Investment Advisory Agreement for an additional one-year period.
Annual Report 2023
46
Ares Dynamic Credit Allocation Fund, Inc.
Additional Information (continued)
December 31, 2023
Investment Adviser
Ares Capital Management II LLC
2000 Avenue of the Stars, 12th Floor
Los Angeles CA 90067
Administrator Custodian and Transfer Agent
State Street Bank and Trust Company
One Lincoln Street
Boston, MA 02111
DRIP Administrator
State Street Bank and Trust Company
One Lincoln Street
Boston, MA 02111
Investor Support Services
Destra Capital Advisors LLC
443 N. Willson Ave.
Bozeman, MT 59715
Independent Registered Public Accounting Firm
Ernst & Young LLP
725 South Figueroa Street
Los Angeles, CA 90017
Fund Counsel
Willkie Farr & Gallagher LLP
787 7th Avenue
New York, NY 10019
Annual Report 2023
47
Ares Dynamic Credit Allocation Fund, Inc.
Additional Information (continued)
December 31, 2023
Privacy Notice
We are committed to maintaining the privacy of our shareholders and to safeguarding their nonpublic personal information. The following information is provided to help you understand what personal information we collect, how we protect that information and why, in certain cases, we may share information with select other parties.
Generally, we will not receive any non-public personal information about shareholders of the common stock of the Fund, although certain of our shareholders' non-public information may become available to us. The non-public personal information that we may receive falls into the following categories:
• Information we receive from shareholders, whether we receive it orally, in writing or electronically. This includes shareholders' communications to us concerning their investment;
• Information about shareholders' transactions and history with us; or
• Other general information that we may obtain about shareholders, such as demographic and contact information such as address.
We do not disclose any non-public personal information about shareholders, except:
• to our affiliates (such as our investment adviser) and their employees that have a legitimate business need for the information;
• to our service providers (such as our administrator, accountants, attorneys, custodians, transfer agent, underwriter and proxy solicitors) and their employees as is necessary to service shareholder accounts or otherwise provide the applicable service;
• to comply with court orders, subpoenas, lawful discovery requests, or other legal or regulatory requirements; or
• as allowed or required by applicable law or regulation.
When the Fund shares non-public shareholder personal information referred to above, the information is made available for limited business purposes and under controlled circumstances designed to protect our shareholders' privacy. The Fund does not permit use of shareholder information for any non-business or marketing purpose, nor does the Fund permit third parties to rent, sell, trade or otherwise release or disclose information to any other party.
The Fund's service providers, such as their adviser, administrator, and transfer agent, are required to maintain physical, electronic, and procedural safeguards to protect shareholder nonpublic personal information; to prevent unauthorized access or use; and to dispose of such information when it is no longer required.
Personnel of affiliates may access shareholder information only for business purposes. The degree of access is based on the sensitivity of the information and on personnel need for the information to service a shareholder's account or comply with legal requirements.
If a shareholder ceases to be a shareholder, we will adhere to the privacy policies and practices as described above. We may choose to modify our privacy policies at any time. Before we do so, we will notify shareholders and provide a description of our privacy policy.
In the event of a corporate change in control resulting from, for example, a sale to, or merger with, another entity, or in the event of a sale of assets, we reserve the right to transfer your non-public personal information to the new party in control or the party acquiring assets.
Annual Report 2023
48
Ares Dynamic Credit Allocation Fund, Inc.
Additional Information (continued)
December 31, 2023
Directors
Name, Address(1) and Year of Birth |
|
Position(s) Held with the Fund |
|
Length of Time Served and Term of Office |
|
Principal Occupation(s) or Employment During Past Five Years |
|
Number of Funds in the Complex(3) Overseen by the Director or Nominee |
|
Other Public Company Board Memberships During Past Five Years |
|
Interested Directors(2) |
|
|
|
|
|
|
|
|
|
|
|
David A. Sachs+ 1956 |
|
Director and Chairman of the Board of Directors |
|
Since 2011*** |
|
Partner, Ares Management |
|
|
3 |
|
|
Terex Corporation; CION Ares Diversified Credit Fund; Ares Private Markets Fund |
|
Seth J. Brufsky 1966 |
|
President, Chief Executive Officer, Director and Portfolio Manager |
|
Since 2012** |
|
Partner, Portfolio manager and Chairman of Global Liquid Credit in the Ares Credit Group; Member of the Ares Credit Group's Liquid Credit Investment Committee and the Fund's Investment Committee. |
|
|
1 |
|
|
None |
|
Independent Directors |
|
|
|
|
|
|
|
|
|
|
|
Elaine Orr+ 1966 |
|
Director |
|
Since 2022* |
|
Serves on various fund and pension boards; from 2018 to 2019; Senior Director of Philanthropy and Strategic Partnerships for the Robert Toigo Foundation |
|
|
2 |
|
|
CION Ares Diversified Credit Fund; TCW Transform 500 ETF; TCW Transform Climate ETF; TCW Supply Chain ETF |
|
John J. Shaw 1951 |
|
Director |
|
Since 2012** |
|
Independent Consultant; prior to 2012, President, Los Angeles Rams |
|
|
2 |
|
|
CION Ares Diversified Credit Fund |
|
Bruce H. Spector+ 1942 |
|
Director |
|
Since 2014* |
|
Independent Consultant; from 2007 to 2015, Senior Advisor, Apollo Global Management LLC (private equity) |
|
|
2 |
|
|
CION Ares Diversified Credit Fund |
|
(1) The address of each Director is care of the Secretary of the Fund at 2000 Avenue of the Stars, 12th Floor, Los Angeles, CA 90067.
(2) "Interested person," as defined in the Investment Company Act, of the Fund. David A. Sachs and Seth J. Brufsky are interested persons of the Fund due to their affiliation with the Adviser.
(3) The term "Fund Complex" means two or more registered investment companies that share the same investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other registered investment companies or hold themselves out to investors as related companies for the purpose of investment and investor services.
* Term continues until the Fund's 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualify.
** Term continues until the Fund's 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualify.
*** Term continues until the Fund's 2025 Annual Meeting of Stockholders and until David A. Sachs' successor is duly elected and qualifies.
+ Preferred Stock elected Director.
Annual Report 2023
49
Ares Dynamic Credit Allocation Fund, Inc.
Additional Information (continued)
December 31, 2023
Officers
Name, Address(1) and Year of Birth |
|
Position(s) Held with Funds |
|
Officer Since |
|
Principal Occupation(s) or Employment During Past Five Years |
|
Seth J. Brufsky 1966 |
|
President, Chief Executive Officer, Director and Portfolio Manager |
|
Since 2012 |
|
Seth J. Brufsky is a Partner, Portfolio Manager and Chairman of Global Liquid Credit in the Ares Credit Group. Additionally, Seth J. Brufsky serves as a member of the Ares Credit Group's Liquid Credit Investment Committee and the ARDC Investment Committee. Seth J. Brufsky joined Ares in 1998. |
|
Penni F. Roll 1965(2) |
|
Treasurer |
|
Since 2016 |
|
Penni F. Roll is a Partner and the Chief Financial Officer of the Ares Credit Group. Penni F. Roll serves as the Chief Financial Officer of Ares Capital Corporation ("ARCC") and Treasurer of ARDC and Cion Ares Diversified Credit Fund ("CADC") and as Vice President of Ares Strategic Income Fund ("ASIF"). Penni F. Roll may additionally from time to time serve as an officer, director or principal of entities affiliated with Ares Management or of investment funds managed by Ares Management and its affiliates. Penni F. Roll also serves as a member of the Ares Diversity, Equity and Inclusion Council. Penni F. Roll previously served as Chief Financial Officer of ARDC from October 2016 to September 2017. Penni F. Roll joined Ares in April 2010. |
|
Lisa Morgan 1976 |
|
Chief Compliance Officer and Anti-Money Laundering Officer |
|
Since 2019 |
|
Lisa Morgan is a Partner and Chief Compliance Officer, Registered Products in the Ares Compliance Group. Lisa Morgan also serves as the Chief Compliance Officer of ARCC, ASIF, CADC and Ares Private Markets Fund ("APMF"). Lisa Morgan joined Ares in September 2017. |
|
Scott Lem 1977(2) |
|
Chief Financial Officer |
|
Since 2016 |
|
Scott Lem is a Partner and Chief Accounting Officer, Credit (Direct Lending) in the Ares Finance and Accounting Department. Scott Lem additionally serves as Chief Accounting Officer, Vice President and Treasurer of ARCC and Chief Financial Officer and Treasurer of ASIF. Scott Lem also serves as Chief Financial Officer of CADC. Scott Lem previously served as Assistant Treasurer of ARCC from May 2009 to May 2013 and Treasurer of ARDC from October 2016 to September 2017. Scott Lem joined Ares in 2003. |
|
Ian Fitzgerald 1975 |
|
General Counsel and Corporate Secretary Vice President and Assistant Secretary |
|
Since 2019
2017-2019 |
|
Ian Fitzgerald is a Managing Director and Deputy General Counsel (Credit) in the Ares Legal Group, where Ian Fitzgerald focuses on credit matters. Additionally, Ian Fitzgerald serves as Chief Legal Officer, General Counsel and Secretary of CADC and APMF, Vice President and Assistant Secretary of Ivy Hill Asset Management, L.P. ("IHAM") and Vice President and Assistant Secretary of Ivy Hill Asset Management GP, LLC, IHAM's General Partner. Ian Fitzgerald joined Ares in 2010. |
|
Keith Ashton 1967 |
|
Vice President and Portfolio Manager |
|
Since 2013 |
|
Keith Ashton is a Partner, Portfolio Manager and Co-Head of Alternative Credit in the Ares Credit Group and Portfolio Manager of ARDC. Additionally, Keith Ashton serves as a member of the Ares Credit Group's Alternative Credit Pathfinder Fund and Pathfinder Core Fund Investment Committees and the Ares Diversity, Equity and Inclusion Council. Keith Ashton has also served as a Vice President of ARDC since 2013 and one of four Portfolio Managers of ARDC since 2012. Keith Ashton joined Ares in 2011. |
|
Daniel Hayward 1985 |
|
Vice President |
|
Since 2016 |
|
Daniel Hayward is a Partner and Portfolio Manager of U.S. Liquid Credit in the Ares Credit Group. Additionally, Daniel Hayward serves as a member of the Ares Credit Group's U.S. Liquid Credit Investment Committee. Daniel Hayward joined Ares in 2012. |
|
Charles Arduini 1969 |
|
Vice President and Portfolio Manager |
|
Since 2018 |
|
Charles Arduini is a Partner and Portfolio Manager in the Ares Credit Group, where Charles Arduini focuses on alternative credit investments. Additionally, Charles Arduini serves as a member of the Ares Credit Group's Pathfinder Core Fund Investment Committee. Charles Arduini joined Ares in 2011. |
|
Annual Report 2023
50
Ares Dynamic Credit Allocation Fund, Inc.
Additional Information (continued)
December 31, 2023
Officers
Name, Address(1) and Year of Birth |
|
Position(s) Held with Funds |
|
Officer Since |
|
Principal Occupation(s) or Employment During Past Five Years |
|
Samantha Milner 1978 |
|
Vice President and Portfolio Manager |
|
Since 2018 |
|
Samantha Milner is a Partner and U.S. Liquid Credit Portfolio Manager in the Ares Credit Group, where Samantha Milner is primarily responsible for managing Ares' U.S. bank loan credit strategies. Additionally, Samantha Milner serves as a member of the Ares Credit Group's U.S. Liquid Credit Investment Committee. Samantha Milner also serves on the Ares Diversity, Equity and Inclusion Council. Samantha Milner joined Ares in 2004. |
|
Kapil Singh 1971 |
|
Vice President |
|
Since 2018 |
|
Kapil Singh is a Partner and Portfolio Manager of U.S. Liquid Credit in the Ares Credit Group, where Kapil Singh is primarily responsible for managing Ares' U.S. high yield credit strategies. Additionally, Kapil Singh serves as a member of the Ares Credit Group's U.S. Liquid Credit Investment Committee. Prior to joining Ares in 2018, Kapil Singh was a Portfolio Manager in the Global Developed Credit Group at DoubleLine Capital, where Kapil Singh managed high yield bonds across strategies and portfolios in a variety of investment vehicles. |
|
Joshua Bloomstein 1973 |
|
Vice President and Assistant Secretary |
|
Since 2019 |
|
Joshua Bloomstein serves as a Partner and General Counsel (Credit) and Deputy General Counsel (Corporate) of Ares, where Joshua Bloomstein focuses on credit matters. Joshua Bloomstein is General Counsel, Vice President and Secretary of ARCC, General Counsel and Secretary of ASIF and Vice President and Assistant Secretary of Ares Commercial Real Estate Corporation. Additionally, Joshua Bloomstein serves as Vice President and Assistant Secretary of CADC. Joshua Bloomstein joined Ares in 2006. |
|
Naseem Sagati Aghili 1981 |
|
Vice President and Assistant Secretary |
|
Since 2019 |
|
Naseem Sagati Aghili is General Counsel and Secretary of Ares. Naseem Sagati Aghili is a Partner in and Head of the Ares Legal Group and additionally serves on the Ares Executive Management Committee, Enterprise Risk Committee and the Ares Diversity, Equity and Inclusion Council. Naseem Sagati Aghili also serves as Vice President of ASIF, ARCC, ARDC, APMF and CADC. Prior to being named the firm's General Counsel in 2020, Naseem Sagati Aghili served in a variety of roles at Ares, including most recently Co-General Counsel and General Counsel, Private Equity. Naseem Sagati Aghili joined Ares in 2009. |
|
(1) The address of each officer is care of the Corporate Secretary of the Fund at 2000 Avenue of the Stars, 12th Floor, Los Angeles, CA 90067.
(2) The Fund's board of directors appointed Scott Lem as Treasurer , Paul Cho as Vice President and Angela Lee as Vice President of ARDC, effective as of February 15, 2024. Concurrently with Scott Lem's appointment, Penni F. Roll will step down as Treasurer of ARDC and will remain at Ares in a senior leadership capacity.
Annual Report 2023
51
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(b) Not applicable.
Item 2. Code of Ethics.
(a) Ares
Dynamic Credit Allocation Fund, Inc. (the “Fund”) has adopted a Code of Ethics that applies to the Fund’s principal
executive officer and principal financial officer (the “Code of Ethics”).
(c) The
Fund has not made any amendment to its Code of Ethics during the period covered by this Form N-CSR.
(d) There
have been no waivers, including any implicit waivers, granted by the Fund to individuals covered by the Fund’s Code of Ethics during
the reporting period for this Form N-CSR.
(e) Not
applicable.
(f)
A copy of the Fund’s Code of Ethics is attached hereto as exhibit 14(a)(1).
Item 3. Audit Committee Financial Expert.
(a)(1) The Board of Directors of the Fund (the
“Board”) has determined that the Fund has two members serving on the Fund’s Audit Committee that possess the attributes
identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an “audit committee financial expert.”
(a)(2) The names of the audit committee financial
experts are John Joseph Shaw and Elaine Orr. Each of John Joseph Shaw and Elaine Orr have been deemed to be “independent”
for the purpose of this Item because they are not “interested persons” of the Fund as that term is defined in Section 2(a)(19)
of the Investment Company Act of 1940, as amended (the “1940 Act”), and do not accept directly or indirectly any consulting,
advisory, or other compensatory fee from the Fund.
Item 4. Principal Accountant Fees and Services.
(a) Audit
Fees
For the fiscal years ended December 31, 2022 and
December 31, 2023, Ernst & Young LLP (“E&Y”), the Fund’s independent registered public accounting firm, billed
the Fund aggregate fees of $128,124 and $137,917, respectively, for professional services rendered for the audit of the Fund’s annual
financial statements or for services normally provided by E&Y in connection with statutory and regulatory filings or engagements.
(b) Audit-Related
Fees
For the fiscal years ended December 31, 2022 and
December 31, 2023, the aggregate fees billed for assurance and related services rendered by E&Y that are reasonably related to the
performance of the audit or review of the Fund’s financial statements and that are not reported under Audit Fees above were $12,700
and $13,500, respectively.
For the fiscal years ended December 31, 2022 and
December 31, 2023, aggregate Audit-Related Fees billed by E&Y that were required to be approved by the Fund’s Audit Committee
for audit-related services rendered to the Fund’s investment adviser and any entity controlling, controlled by or under common control
with the investment adviser that provides ongoing services to the Fund (the “Affiliated Service Providers”) that relate directly
to the operations and financial reporting of the Fund were $0 and $0, respectively.
(c) Tax
Fees
For the fiscal years ended December 31, 2022 and
December 31, 2023, E&Y billed the Fund aggregate fees of $26,000 and $27,700, respectively, for professional services rendered for
tax compliance, tax advice, and tax planning. The nature of the services comprising the Tax Fees was the review of the Fund’s income
tax returns and tax distribution requirements.
For the fiscal years ended December 31, 2022 and
December 31, 2023, the aggregate Tax Fees billed by E&Y that were required to be approved by the Fund’s Audit Committee for
tax compliance, tax advice and tax planning services rendered on behalf of Affiliated Service Providers that relate directly to the operations
and financial reporting of the Fund were $0 and $0, respectively.
(d) All
Other Fees
For the fiscal years ended December 31, 2022 and
December 31, 2023, the aggregate fees billed by E&Y to the Fund for all services other than services reported under Audit Fees, Audit-Related
Fees, and Tax Fees were $0 and $0, respectively.
For the fiscal years ended December 31, 2022 and
December 31, 2023, the aggregate fees in this category billed by E&Y that were required to be approved by the Fund’s Audit Committee
for services rendered on behalf of Affiliated Service Providers that relate directly to the operations and financial reporting of the
Fund were $0 and $0, respectively.
(e)(1) Audit Committee’s Pre-Approval
Policies and Procedures
The Fund’s Audit Committee Charter requires
that the Audit Committee pre-approve all audit and non-audit services to be provided to the Fund by the Fund’s independent registered
public accounting firm; provided, however, that the pre-approval requirement with respect to the provision of non-auditing services to
the Fund by the Fund's independent registered public accounting firm may be waived by the Audit Committee under the circumstances described
in the Securities Exchange Act of 1934, as amended (the “1934 Act”).
(e)(2) Percentage of Services
All of the audit and tax services described above
for which E&Y billed the Fund fees for the fiscal years ended December 31, 2022 and December 31, 2023, were pre-approved by the Audit
Committee.
For the fiscal years ended December 31, 2022 and
December 31, 2023, the Fund’s Audit Committee did not waive the pre-approval requirement of any non-audit services to be provided
to the Fund by E&Y.
(f)
Not applicable.
(g) For
the fiscal years ended December 31, 2022 and December 31, 2023, aggregate non-audit fees billed by E&Y for services rendered to the
Fund were $0 and $0, respectively.
For the fiscal years ended December 31, 2022 and
December 31, 2023, aggregate non-audit fees billed by E&Y for services rendered to the Affiliated Service Providers were $0 and $0,
respectively.
(h) E&Y
notified the Fund’s Audit Committee of all non-audit services that were rendered by E&Y to the Fund’s Affiliated Service
Providers that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, allowing the Fund’s Audit
Committee to consider whether such services were compatible with maintaining E&Y’s independence.
(i)
Not applicable.
(j)
Not applicable.
Item 5. Audit Committee of Listed Registrants.
(a) The
Fund has a separately-designated Audit Committee established in accordance with Section 3(a)(58)(A) of the 1934 Act. The members of the
Fund’s Audit Committee are John Joseph Shaw, Elaine Orr and Bruce H. Spector.
(b) Not
applicable.
Item 6. Investments.
(a) Schedule of Investments
is included as part of Item 1 of this Form N-CSR.
(b) Not applicable.
Item 7. Disclosure of Proxy Voting Policies
and Procedures for Closed-End Investment Companies.
Attached to this Form N-CSR
as exhibit 14(a)(5) is a copy of the proxy voting policies and procedures of the Fund and its investment adviser.
Item 8. Portfolio Managers of Closed-End
Management Investment Companies.
(a)(1) As of the date of this filing, the portfolio
managers of the Fund are as follows:
Seth J. Brufsky
Founding Member, Senior Partner, and Portfolio
Manager (since inception)
Investment Experience:
Seth J. Brufsky is a Partner, Portfolio Manager
and Chairman of Global Liquid Credit in the Ares Credit Group. Seth J. Brufsky also serves as the Chief Executive Officer, President and
is a Director of the Fund. Additionally, Seth J. Brufsky serves as a member of the Ares Credit Group’s Liquid Credit Investment
Committee. Prior to joining Ares in 1998, Seth J. Brufsky was a member of the Corporate Strategy and Research Group of Merrill Lynch &
Co., where Seth J. Brufsky focused on analyzing and marketing non-investment grade securities. Previously, Seth J. Brufsky was a member
of the Institutional Sales and Trading Group of the Global Fixed Income Division at Union Bank of Switzerland. Seth J. Brufsky serves
on the Board of Trustees of Choate Rosemary Hall, a private, co-educational, college-preparatory boarding school, and serves on the Dean’s
Advisory Boards for the College of Arts and Sciences and the College of Agriculture and Life Sciences of Cornell University. Seth J. Brufsky
also serves on the Board of the Luminescence Foundation, a charitable giving organization.
Seth J. Brufsky holds a B.S. from Cornell University
in Applied Economics and Business Management and a M.B.A., with honors, from the University of Southern California's Marshall School of
Business in Finance, where Seth J. Brufsky was awarded the Glassick Scholarship for academic achievement.
Keith Ashton
Portfolio Manager (since inception)
Investment Experience:
Keith Ashton is a Partner,
Portfolio Manager and Co-Head of Alternative Credit in the Ares Credit Group. Keith Ashton serves as a Vice President and Portfolio Manager
for the Fund. Additionally, Keith Ashton serves as a member of the Ares Credit Group’s Alternative Credit, Pathfinder and Pathfinder
Core Fund Investment Committees and the Ares Diversity, Equity and Inclusion Council. Prior to joining Ares in 2011, Keith Ashton was
a Partner at Indicus Advisors LLP, where Keith Ashton focused on launching the global structured credit business in May 2007. Previously,
Keith Ashton was a Portfolio Manager and Head of Structured Credit at TIAA-CREF, where Keith Ashton focused on managing a portfolio of
structured credit investments and helped launch TIAA’s institutional asset management business. Keith Ashton’s experience
as an investor in alternative fixed income products spans virtually all securitized asset classes, including CLOs, consumer and commercial
receivables, insurance and legal settlements, small business and trade receivables, whole business securitizations, timeshare and other
mortgage-related receivables, and esoteric asset classes such as catastrophe risk and intellectual property.
Keith Ashton holds a
B.A. from Brigham Young University in Economics and a M.B.A. from the University of Rochester William E. Simon School of Business in Finance
& Accounting.
Charles Arduini
Portfolio Manager (since 2018)
Investment Experience:
Charles Arduini is a
Partner and Portfolio Manager in the Ares Credit Group, where Charles Arduini focuses on alternative credit investments. Charles Arduini
serves as a Vice President and Portfolio Manager for the Fund. Additionally, Charles Arduini serves as a member of the Ares Credit Group’s
Pathfinder Core Fund Investment Committee. Prior to joining Ares in 2011, Charles Arduini was a Managing Director at Indicus Advisors
LLP, where Charles Arduini focused on structured credit investment opportunities. Previously, Charles Arduini was Director of Structured
Credit in the Fixed Income Investment Group and a Manager in the Risk Management Group at TIAA-CREF. In addition, Charles Arduini worked
in the telecommunications and information technology industries in various systems, operations and management roles.
Charles Arduini holds
a B.A. from Bucknell University in Mathematics and an M.S. from Stevens Institute of Technology in Mathematics. Charles Arduini also holds
an M.S. from Carnegie Mellon University in Computational Finance. Charles Arduini is a CFA® charterholder and a member of the New
York Society of Security Analysts.
Samantha Milner
Portfolio Manager (since 2018)
Investment Experience:
Samantha Milner is a
Partner and U.S. Liquid Credit Portfolio Manager in the Ares Credit Group, where Samantha Milner is primarily responsible for managing
Ares’ U.S. bank loan credit strategies. Samantha Milner serves as a Vice President and Portfolio Manager for the Fund. Additionally,
Samantha Milner serves as a member of the Ares Credit Group’s U.S. Liquid Credit Investment Committee. Samantha Milner also serves
on the Ares Diversity, Equity and Inclusion Council. Prior to joining Ares in 2004, Samantha Milner was an Associate in the Financial
Restructuring Group at Houlihan Lokey Howard & Zukin, where Samantha Milner focused on providing advisory services in connection with
restructurings, distressed mergers and acquisitions and private placements. Samantha Milner serves on the Board of Directors of STEAM:CODERS,
a not-for-profit organization focused on underrepresented and underserved students through Science, Technology, Engineering, Art, and
Math (STEAM), in preparation for academic and career opportunities. Samantha Milner holds a B.B.A., with distinction, from Emory University’s
Goizueta Business School in Finance and Accounting.
(a)(2) As of December 31, 2023, the Portfolio
Managers were primarily responsible for the day-to-day portfolio management of the following accounts:
Name of
Portfolio
Manager |
|
Type of
Accounts |
|
Total # of
Accounts
Managed |
|
|
Total Assets
(in millions) |
|
|
# of Accounts
Managed for
which
Advisory Fee
is Based on
Performance |
|
|
Total Assets
for which
Advisory Fee
is Based on
Performance
(in millions) |
|
Seth J. Brufsky |
|
Registered investment companies |
|
|
3 |
|
|
$ |
1,948 |
|
|
|
0 |
|
|
$ |
0 |
|
|
|
Other pooled investment vehicles |
|
|
3 |
|
|
$ |
1,419 |
|
|
|
1 |
|
|
$ |
2 |
|
|
|
Other accounts |
|
|
13 |
|
|
$ |
6,846 |
|
|
|
3 |
|
|
$ |
1,246 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Keith Ashton |
|
Registered investment companies |
|
|
1 |
|
|
$ |
634 |
|
|
|
0 |
|
|
$ |
0 |
|
|
|
Other pooled investment vehicles |
|
|
7 |
|
|
$ |
16,470 |
|
|
|
6 |
|
|
$ |
15,890 |
|
|
|
Other accounts |
|
|
16 |
|
|
$ |
4,493 |
|
|
|
13 |
|
|
$ |
3,280 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles Arduini |
|
Registered investment companies |
|
|
1 |
|
|
$ |
634 |
|
|
|
0 |
|
|
$ |
0 |
|
|
|
Other pooled investment vehicles |
|
|
2 |
|
|
$ |
1,633 |
|
|
|
1 |
|
|
$ |
255 |
|
|
|
Other accounts |
|
|
10 |
|
|
$ |
3,579 |
|
|
|
5 |
|
|
$ |
1,296 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Samantha Milner |
|
Registered investment companies |
|
|
3 |
|
|
$ |
1,813 |
|
|
|
0 |
|
|
$ |
0 |
|
|
|
Other pooled investment vehicles |
|
|
2 |
|
|
$ |
1,602 |
|
|
|
0 |
|
|
$ |
0 |
|
|
|
Other accounts |
|
|
19 |
|
|
$ |
6,931 |
|
|
|
5 |
|
|
$ |
1,767 |
|
Material Conflicts of Interest:
Actual or apparent conflicts of interest may arise
when a Portfolio Manager has day-to-day management responsibilities with respect to more than one fund or other account.
Certain inherent conflicts of interest arise from
the fact that the Portfolio Managers, Ares Capital Management II LLC (the “Adviser”) and its affiliates provide investment
advisory and administration services both to the Fund and the other Ares-advised funds, which include other funds, as well as client accounts,
proprietary accounts and any other investment vehicles that the Adviser and its affiliates may establish from time to time, managed by
the Adviser and its affiliates in which the Fund will not have an interest. The investment program of the Fund and the other Ares-advised
funds may or may not be substantially similar. The Portfolio Managers, the Adviser and its affiliates may give advice and recommend securities
to the other Ares-advised funds that may differ from advice given to, or securities recommended or bought for, the Fund, even though their
investment objectives may be the same or similar to those of the Fund.
The results of the Fund’s investment activities
may differ significantly from the results achieved by the other Ares-advised funds. It is possible that one or more of such funds will
achieve investment results that are substantially more or less favorable than the results achieved by the Fund. Moreover, it is possible
that the Fund will sustain losses during periods in which one or more affiliates achieve significant profits on their trading for proprietary
or other accounts. The opposite result is also possible. The investment activities of one or more Adviser affiliates for their proprietary
accounts and accounts under their management may also limit the investment opportunities for the Fund in certain markets.
The Adviser will seek to manage potential conflicts
of interest in good faith; nonetheless, the portfolio strategies employed by the Portfolio Managers, the Adviser and its affiliates in
managing the other Ares-advised funds could conflict with the transactions and strategies employed by the Portfolio Managers in managing
the Fund and may affect the prices and availability of the securities and instruments in which the Fund invests. Conversely, participation
in specific investment opportunities may be appropriate, at times, for both the Fund and the other Ares-advised funds. To mitigate potential
conflicts of interest, allocations of investment opportunities among the Fund and the other Ares-advised funds are determined in accordance
with the Adviser’s allocation policy and consistent with its fiduciary duties and corresponding investment mandates. It is the Adviser’s
policy that all investment opportunities will, to the extent practicable, be allocated among the Fund and the other Ares-advised funds
on a basis that over a period of time is fair and equitable to the Fund and the other Ares-advised funds relative to each other, taking
into account the terms of the relevant governing documents and the relevant facts and circumstances, including, but not limited to: (i)
differences with respect to available capital, size of client, minimum investment amounts and remaining life of a client; (ii) differences
with respect to investment objectives or current investment strategies, such as objectives or strategies regarding: (a) current and total
return requirements, (b) emphasizing or limiting exposure to the security or type of security in question, (c) diversification, including
industry or company exposure, currency and jurisdiction, or (d) rating agency ratings; (iii) differences in risk profile at the time an
opportunity becomes available; (iv) the potential transaction and other costs of allocating an opportunity among various clients; (v)
potential conflicts of interest, including whether a client has an existing investment in the security in question or the issuer of such
security; (vi) the nature of the security or the transaction, including size of the investment opportunity, minimum investment amounts
and the source of the opportunity; (vii) current and anticipated market and general economic conditions; and (viii) prior or existing
positions in a borrower/loan/security.
In the event investment opportunities are allocated
among the Fund and the other Ares-advised funds, the Fund may not be able to structure its investment portfolio in the manner desired.
Although the Adviser endeavors to allocate investment opportunities in a manner that, over a period of time, is fair and equitable, it
is possible that the Fund may not be given the opportunity to participate in certain investments made by the other Ares-advised funds
or portfolio managers affiliated with the Adviser. Furthermore, the Fund and the other Ares-advised funds may make investments in securities
where the prevailing trading activity may make impossible the receipt of the same price or execution on the entire volume of securities
purchased or sold by the Fund and the other Ares-advised funds. When this occurs, the various prices may be averaged, and the Fund will
be charged or credited with the average price. Thus, the effect of the aggregation may operate on some occasions to the disadvantage of
the Fund. In addition, under certain circumstances, the Fund may not be charged the same commission or commission equivalent rates in
connection with a bunched or aggregated order.
It is likely that other Ares-advised funds may
make investments in the same or similar securities at different times and on different terms than the Fund. The Fund and the other Ares-advised
funds may make investments at different levels of a borrower's capital structure or otherwise in different classes of a borrower's securities.
Such investments may inherently give rise to conflicts of interest or perceived conflicts of interest between or among the various classes
of securities that may be held by such entities. Conflicts may also arise because portfolio decisions regarding the Fund may benefit the
other Ares-advised funds.
Although the professional staff of the
Adviser will devote as much time to the management of the Fund as the Adviser deems appropriate to perform its obligations, the
professional staff of the Adviser may have conflicts in allocating time, services or resources among the Fund and the Adviser's
other investment vehicles and accounts. The Adviser and its affiliates are not restricted from forming additional investment funds,
from entering into other investment advisory relationships or from engaging in other business activities, even though such
activities may be in competition with the Fund and/or may involve substantial time and resources of the Adviser and its professional
staff. These activities could be viewed as creating a conflict of interest in that the time and effort of the members of the Adviser
and their officers and employees will not be devoted exclusively to the business of the Fund but will be allocated between the
business of the Fund and the management of the monies of other clients of the Adviser.
By reason of the various activities of the Adviser
and its affiliates, the Adviser and its affiliates may acquire material non-public information or other confidential information about
a company while pursuing an investment opportunity or while monitoring an investment, which may give rise to a potential conflict of interest
and restrict the ability of the Adviser to trade in the securities of such company. Such restriction would prohibit the Adviser from purchasing
certain potential Fund investments that otherwise might have been purchased or from selling certain Fund investments that might otherwise
have been sold at the time.
The Adviser has adopted policies and procedures
designed to prevent conflicts of interest from influencing proxy voting decisions made on behalf of advisory clients, including the Fund,
and to help ensure that such decisions are made in accordance with its fiduciary obligations to clients. Nevertheless, notwithstanding
such proxy voting policies and procedures, actual proxy voting decisions may have the effect of favoring the interests of other clients,
provided that the Adviser believes such voting decisions to be in accordance with its fiduciary obligations.
(a)(3) Compensation Structure of Portfolio Manager(s) or Management
Team Members
Compensation is determined by the Adviser’s
executive leadership, with recommendations made by the head of each applicable business unit. Compensation may include a variety of components
and may vary from year to year based on a number of factors. Generally, Portfolio Managers receive a base salary and are eligible for
a discretionary year-end bonus based on performance, a portion of which may be paid in the form of shares of Class A Common Stock of the
Adviser’s publicly traded parent company.
Base Compensation.
Generally, when the Portfolio Managers receive
base compensation from the Adviser it is based on their individual seniority and their position within the firm.
Discretionary Compensation.
In addition to base compensation, the Portfolio
Managers may receive discretionary year-end bonus compensation from the Adviser or its ultimate parent company. Subject to a minimum compensation
threshold, a portion of year-end bonus may be paid in the form of shares of Class A Common Stock of the Adviser’s publicly traded
parent company, which vests over time. Discretionary compensation may be based on individual seniority and contribution, and, if applicable,
may include direct carried interest and/or profit participations with respect to funds in which the Portfolio Managers are involved and
may also include similar incentive awards relating to the funds in the firm’s other investment groups.
(a)(4) Ownership of Securities
The following table sets forth, for each Portfolio
Manager, the aggregate dollar range of the Fund's equity securities beneficially owned as of December 31, 2023.
Portfolio Manager |
Dollar Range of Fund Shares Beneficially Owned |
Seth J. Brufsky |
$500,001 - $1,000,000 |
Keith Ashton |
$10,001 - $50,000 |
Charles Arduini |
None |
Samantha Milner |
None |
(b) Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management
Investment Company and Affiliated Purchasers.
(a), (b) On
November 17, 2015, the Fund announced that its Board had authorized the repurchase of shares of common stock of the Fund (the “Common
Shares”) on the open market when the Common Shares are trading on the New York Stock Exchange at a discount of 10% or more (or
such other percentage as the Board may determine from time to time) from the net asset value of the Common Shares. The Fund is authorized
to repurchase up to 10% of its outstanding Common Shares. The Fund is not required to effect share repurchases.
During the twelve months ended December
31, 2023, the following purchases were made by or on behalf of the Fund or any “affiliated purchaser”, as defined in Rule
10b-18(a)(3) under the 1934 Act (17 CFR 240.10b-18(a)(3)), of shares of the Fund’s equity securities that are registered by the
Fund pursuant to Section 12 of the 1934 Act.
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 through 01/31/23 | |
None | |
-- | |
None | |
1,781,899 | |
Month #2 02/01/23 through 02/28/23 | |
None | |
-- | |
None | |
1,781,899 | |
Month #3 03/01/23 through 03/31/23 | |
None | |
-- | |
None | |
1,781,899 | |
Month #4 04/01/23 through 04/30/23 | |
None | |
-- | |
None | |
1,781,899 | |
Month #5 05/01/23 through 05/31/23 | |
None | |
-- | |
None | |
1,781,899 | |
Month #6 06/01/23 through 06/30/23 | |
None | |
-- | |
None | |
1,781,899 | |
Month #7 07/01/23 through 07/31/23 | |
None | |
-- | |
None | |
1,781,899 | |
Month #8 08/01/23 through 08/31/23 | |
None | |
-- | |
None | |
1,781,899 | |
Month #9 09/01/23 through 09/30/23 | |
None | |
-- | |
None | |
1,781,899 | |
Month #10 10/01/23 through 10/31/23 | |
None | |
-- | |
None | |
1,781,899 | |
Month #11 11/01/23 through 11/30/23 | |
None | |
-- | |
None | |
1,781,899 | |
Month #12 12/01/23 through 12/31/23 | |
None | |
-- | |
None | |
1,781,899 | |
Total | |
None | |
-- | |
None | |
1,781,899 | |
| (c) | The above-referenced share repurchase program has no expiration date. |
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 Fund’s Board during the period covered by this Form N-CSR
filing.
Item 11. Controls and Procedures.
| (a) | The Fund’s principal executive and principal financial officers have concluded that the Fund’s
disclosure controls and procedures (as defined in Rule 30a-3(c) under the 1940 Act (17 CFR 270.30a-3(c)) are effective, as of a date within
90 days of the filing date of this Form N-CSR based on their evaluation of these controls and procedures required by Rule 30a-3(b) under
the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the 1934 Act (17 CFR 240.13a-15(b) or 240.15d-15(b)). |
| (b) | There were no changes in the Fund’s internal control over financial reporting (as defined in Rule
30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d))) that occurred during the period covered by this report that has materially affected,
or is reasonably likely to materially affect, the Fund’s internal control over financial reporting. |
Item 12. Disclosure of Securities Lending
Activities for Closed-End Management Investment Companies.
Item 13. Recovery of Erroneously Awarded
Compensation.
Item 14. Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934 and the Investment Company Act of 1940, the Fund has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ARES DYNAMIC CREDIT ALLOCATION FUND, INC.
By: |
/s/ Seth J. Brufsky |
|
|
Seth J. Brufsky |
|
|
President and Chief Executive Officer |
|
|
|
|
Date: |
March 6, 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
Fund and in the capacities and on the dates indicated.
By: |
/s/ Seth J. Brufsky |
|
|
Seth J. Brufsky |
|
|
President and Chief Executive Officer |
|
|
|
|
Date: |
March 6, 2024 |
|
|
|
|
By: |
/s/ Scott C. Lem |
|
|
Scott C. Lem |
|
|
Chief Financial Officer |
|
|
|
|
Date: |
March 6, 2024 |
|
Exhibit 99.CODEETH
Exhibit 14(a)(1)
Ares
Dynamic Credit Allocation Fund, Inc.
Sarbanes-Oxley
Code of Ethics
This
Code of Conduct (the “Code”) embodies the commitment of the Fund to conduct its business in accordance with all applicable
governmental rules and regulations and to promote honest and ethical conduct. This Code applies to:
| · | the
Fund’s Principal Executive Officer, Principal Financial Officer, and Principal Accounting
Officer or controller, or persons performing similar functions (collectively, the “Senior
Financial Officers”), |
| · | All
other officers and employees of the Fund and members of the Fund’s Board of Trustees (such persons, together with the Senior Financial
Officers, the “Covered Persons”), |
each
of whom is expected to adhere to the principles and procedures set forth in this Code that apply to them.
Failure
to comply with this Code, or to report a violation, may result in disciplinary actions, including warnings, suspensions, termination
of employment or such other actions as may be appropriate under the circumstances.
Compliance
with Laws, Rules and Regulations
Covered
Persons are required to comply with the laws, rules and regulations that govern the conduct of the Fund’s business and to report
any suspected violations in accordance with the section below entitled “Compliance With the Code.”
If
you have any questions regarding proper conduct, you should consult with the Fund’s Chief Compliance Officer before taking any
action.
Conflicts
of Interest
A “conflict
of interest” occurs when a Covered Person’s private interest improperly interferes with the interests of the Fund. Personal
conflicts of interest are prohibited as a matter of Fund policy, unless they have been approved by the Fund.
Some
of the Covered Persons may also be employees or officers of
| · | The
Fund’s investment adviser or one of its affiliates (collectively, the “Adviser”);
or |
| · | The
company providing administrative services to the Fund or one of its affiliates (collectively,
the “Administrator”). |
Although
typically not presenting an opportunity for improper personal benefit, conflicts may arise from, or as a result of, the contractual
relationship between the Fund and the Adviser and/or Covered Persons that are officers, employees and/or directors of more than one
of such entities. As a result, this Code recognizes that the Covered Persons will, in the normal course of their duties (whether for
the Fund or for the Adviser, or for both), be involved in establishing policies and implementing decisions that will have different
effects on the Adviser and the Fund. The participation of the Covered Officers in such activities is inherent in the relationship
between the Fund and the Adviser and is consistent with the performance by the Covered Persons of their duties as officers and/or
trustees of the Fund. Thus, if performed in conformity with the provisions of the 1940 Act, such activities will be deemed to have
been handled ethically and to not constitute a “conflict of interest” for purposes of this Code. In addition, it is
recognized by the Board that the Covered Officers may, from time to time, also be officers or employees of one or more other
investment companies covered by this Code or other codes.
Other
conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the 1940 Act. The
following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples
are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before
the interest of the Fund.
Each
Covered Officer must:
| · | not
use his personal influence or personal relationships improperly to influence investment decisions
or financial reporting by the Fund whereby the Covered Officer would benefit personally to
the detriment of the Fund; |
| · | not
cause the Fund to take action, or fail to take action, for the individual personal benefit
of the Covered Officer rather than for the benefit of the Fund; and |
| · | not
use material non-public knowledge of portfolio transactions made or contemplated for the
Fund to trade personally or cause others to trade personally in contemplation of the market
effect of such transactions. |
There
are some relationships that should always be disclosed to the CCO of the Fund, including:
| A. | Any
ownership interest in, or any consulting or employment relationship with, any entities doing business with the Fund, other than an affiliated
service provider or an affiliate of an affiliated service provider. This disclosure requirement shall not apply to or otherwise limit
the ownership of publicly traded securities so long as the Covered Officer’s ownership does not exceed more than 1% of the outstanding
securities of the relevant class. |
| B. | A
direct or indirect financial interest in commissions, transaction charges or spreads paid by the Fund for effecting portfolio transactions
or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment with an affiliated service
provider or its affiliates. This disclosure requirement shall not apply to or otherwise limit (i) the ownership of publicly traded securities
so long as the Covered Officer’s ownership does not exceed more than 1% of a particular class of security outstanding or (ii) the
receipt by an affiliated service provider or its affiliates of research or other benefits in exchange for “soft dollars”. |
As
a registered investment company, it is of critical importance that the Fund’s public communications, reports, and SEC filings contain
full, fair, accurate, timely, and understandable disclosure. Accordingly, each Covered Officer is expected to consider it central to
his or her duties and responsibilities to the Fund to promote full, fair, accurate, timely, and understandable disclosure in the Fund’s
public communications and reports, and in the documents that the Fund files with, or submits to, the SEC. In this regard, the Fund has
adopted Disclosure Controls and Procedures that, “under the supervision and oversight” of the Covered Officers, are designed
to ensure that all information the Fund is required to disclose in its annual and semi-annual reports filed with the SEC is recorded,
processed, summarized and reported within the time periods specified by the SEC under its rules and regulations.
In
addition to adhering to the specific requirements set forth in the Fund’s Disclosure Controls and Procedures and all applicable
governmental laws, rules and regulations, each Covered Officer shall exercise a high standard of care in complying with the Fund’s
Internal Controls, and in preparing and providing all necessary information to make the Fund’s public reports, communications,
and SEC filings and submissions complete, fair, and understandable.
Accordingly,
each Covered Officer must not knowingly misrepresent or cause others to misrepresent facts about the Fund. In addition, each Covered
Officer must seek to ensure that all of the Fund’s books, records, accounts and financial information, as well as reports produced
from those materials:
| 1. | Are
supported by accurate documentation maintained in reasonable detail; |
| 2. | Are
recorded in the proper account and in the proper accounting period; |
| 3. | Do
not contain any false or intentionally misleading entries; |
| 4. | Fairly
and accurately reflect the transactions or occurrences to which they relate; and |
| 5. | Conform
to the Fund’s Internal Controls, Disclosure Controls and Procedures, and to all applicable
laws, rules and regulations. |
Exhibit
99.CERT
Exhibit
14(a)(2)
I,
Seth J. Brufsky, President and Chief Executive Officer of Ares Dynamic Credit Allocation Fund, Inc. (the “Fund”),
certify that:
| 1. | I
have reviewed this report on Form N-CSR of the Fund; |
| 2. | Based
on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered
by this report; |
| 3. | Based
on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations,
changes in net assets, and cash flows (if the financial statements are required to include
a statement of cash flows) of the Fund as of, and for, the periods presented in this report; |
| 4. | The
Fund’s other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company
Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under
the Investment Company Act of 1940) for the Fund and have: |
| (a) | Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the
Fund, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared; |
| (b) | Designed
such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated
the effectiveness of the Fund’s disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures,
as of a date within 90 days prior to the filing date of this report based on such evaluation;
and |
| (d) | Disclosed
in this report any change in the Fund’s internal control over financial reporting that
occurred during the period covered by this report that has materially affected, or is reasonably
likely to materially affect, the Fund’s internal control over financial reporting;
and |
| 5. | The
Fund’s other certifying officer(s) and I have disclosed to the Fund’s auditors
and the audit committee of the Fund’s board of directors (or persons performing the
equivalent functions): |
| (a) | All
significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the Fund’s
ability to record, process, summarize, and report financial information; and |
| (b) | Any
fraud, whether or not material, that involves management or other employees who have a significant
role in the Fund’s internal control over financial reporting. |
By: |
/s/ Seth J. Brufsky |
|
|
Seth J. Brufsky |
|
|
President and Chief Executive Officer |
|
I,
Scott C. Lem, Chief Financial Officer of Ares Dynamic Credit Allocation Fund, Inc. (the “Fund”), certify that:
| 1. | I
have reviewed this report on Form N-CSR of the Fund; |
| 2. | Based
on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered
by this report; |
| 3. | Based
on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations,
changes in net assets, and cash flows (if the financial statements are required to include
a statement of cash flows) of the Fund as of, and for, the periods presented in this report; |
| 4. | The
Fund’s other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company
Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under
the Investment Company Act of 1940) for the Fund and have: |
| (a) | Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the
Fund, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared; |
| (b) | Designed
such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated
the effectiveness of the Fund’s disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures,
as of a date within 90 days prior to the filing date of this report based on such evaluation;
and |
| (d) | Disclosed
in this report any change in the Fund’s internal control over financial reporting that
occurred during the period covered by this report that has materially affected, or is reasonably
likely to materially affect, the Fund’s internal control over financial reporting;
and |
| 5. | The
Fund’s other certifying officer(s) and I have disclosed to the Fund’s auditors
and the audit committee of the Fund’s board of directors (or persons performing the
equivalent functions): |
| (a) | All
significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the Fund’s
ability to record, process, summarize, and report financial information; and |
| (b) | Any
fraud, whether or not material, that involves management or other employees who have a significant
role in the Fund’s internal control over financial reporting. |
By: |
/s/ Scott C. Lem |
|
|
Scott C. Lem |
|
|
Chief Financial Officer |
|
Exhibit 14(a)(5)
Proxy
Voting
It
is the policy of the Fund to delegate the responsibility for voting proxies relating to portfolio securities held by the Fund to the
Fund’s investment adviser (the “Adviser”) as a part of the Adviser’s general management of the Fund’s portfolio,
subject to the continuing oversight of the Board. The Board hereby delegates such responsibility to the Adviser, and directs the Adviser
to vote proxies relating to portfolio securities held by the Fund consistent with the duties and procedures set forth below. The Adviser
may retain one or more vendors to review, monitor and recommend how to vote proxies in a manner consistent with the duties and procedures
set forth below, to ensure that such proxies are voted on a timely basis and to provide reporting and/or record retention services in
connection with proxy voting for the Fund.
The
right to vote a proxy with respect to portfolio securities held by the Fund is an asset of the Fund. The Adviser, to which authority
to vote on behalf of the Fund is delegated, acts as a fiduciary of the Fund and must vote proxies in a manner consistent with the best
interest of the Fund and its shareholders. In discharging this fiduciary duty, the Adviser must maintain and adhere to its policies and
procedures for addressing conflicts of interest and must vote proxies in a manner substantially consistent with its policies, procedures
and guidelines, as presented to the Board.
The
Fund shall file an annual report of each proxy voted with respect to portfolio securities of the Fund during the twelve-month period
ended June 30 Form N-PX not later than August 31 of each year.
Appendix
Q – Proxy Voting Procedures
The
following are the procedures adopted by the Board for the administration of the policy:
Review
of Adviser Proxy Voting Procedures. The Adviser shall present to the Board its policies, procedures and other guidelines for voting
proxies at least annually, and must notify the Board promptly of material changes to such policies, procedures and guidelines.
Voting
Record Reporting. The Adviser shall provide the voting record information necessary for the completion and filing of Form N-PX to
the Fund at least annually. Such voting record information shall be in a form acceptable to the Fund and shall be provided at such time(s)
as required for the timely filing of Form N-PX and at such additional time(s) as the Fund and the Adviser may agree to from time to time.
With respect to those proxies that the Adviser has identified as involving a conflict of interest, the Adviser shall submit a separate
report indicating the nature of the conflict of interest and how that conflict was resolved with respect to the voting of the proxy.
Record
Retention. The Adviser shall maintain such records with respect to the voting of proxies as may be required by the Investment Advisers
Act of 1940, as amended, and the rules promulgated thereunder or by the Investment Company Act of 1940, as amended, and the rules promulgated
thereunder.
Conflicts
of Interest. Any actual or potential conflicts of interest between the Fund’s principal underwriter or Adviser and the Fund’s
shareholders arising from the proxy voting process will be addressed by the Adviser and the Adviser’s application of its proxy
voting procedures pursuant to the delegation of proxy voting responsibilities to the Adviser. In the event that the Adviser notifies
the officer(s) of the Fund that a conflict of interest cannot be resolved under the Adviser’s proxy voting procedures, such officer(s)
are responsible for notifying the audit committee of the Board (the “Audit Committee”) of such irreconcilable conflict of
interest and assisting the Audit Committee with any actions it determines are necessary.
Form
N-PX. The Fund shall file an annual report of each proxy voted with respect to portfolio securities of the Fund during the twelve-month
period ended June 30 on Form N-PX not later than August 31 of each year.
Disclosures.
The
Fund shall include in its registration statement:
| ○ | A
description of this policy and of the policies and procedures used by the Adviser to determine how to vote proxies relating to portfolio
securities; and |
| ○ | A
statement disclosing that information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month
period ended June 30 is available without charge, upon request, by calling the Fund’s toll-free telephone number, or through a
specified Internet address, or both, and on the Securities and Exchange Commission’s (the “SEC”) website. |
The
Fund shall include in its annual and semi-annual reports to shareholders:
| ○ | A
statement disclosing that a description of the policies and procedures used by or on behalf of the Fund to determine how to vote proxies
relating to portfolio securities of the Fund is available without charge, upon request, by calling the Fund’s toll-free telephone
number, through a specified Internet address, if applicable, and on the SEC’s website; and |
| ○ | A
statement disclosing that information regarding how the Fund voted proxies relating to portfolio
securities during the most recent 12-month period ended June 30 is available without charge,
upon request, by calling the Adviser’s toll-free telephone number, or through a specified
Internet address, or both, and on the SEC’s website at www.sec.gov. |
The Board
shall review and amend these Procedures as it deems necessary and advisable.
Proxy Voting
Rule
206(4)-6 under the Advisers Act prohibits a registered investment adviser from exercising voting authority with respect to client
voting securities unless the adviser has adopted and implemented written Policies and Procedures that are reasonably designed to ensure
that the adviser votes proxies in the best interests of its clients.
In
addition, the adviser must describe its proxy voting Procedures to its clients and provide copies upon request, and must disclose to
its clients how they may obtain information on how the adviser voted their proxies.
Rule
204-2 of the Advisers Act requires a registered investment adviser to retain certain records in connection with the proxy voting
Procedures adopted by Ares.
Ares
focuses primarily on fixed income securities and bank debt, but clients may also acquire voting securities. In instances where a client
owns equity securities in which it has the right to vote via shareholder proxy (each a “Voting Security”), Ares generally
retains proxy voting authority with respect to these Voting Securities. Ares recognizes that proxy voting is an important right of shareholders
and that reasonable care and diligence must be undertaken to ensure that such rights are properly and timely exercised.
Accordingly,
Ares has adopted the following Proxy Voting Policies and Procedures for the purpose of complying and implementing compliance with Rules
206(4)-6 and 204-2.
Proxy
Voting Policies
Where Ares has
been granted discretion by a Client to exercise by proxy the voting rights of securities beneficially owned by such Client (the “Client
Securities”), Ares will exercise all voting rights delegated to us by the Client with respect to Client Securities, except as provided
in this Manual.
In
determining how to vote, investment professionals of Ares will consult with each other, taking into account the interests of each
Client and its Investors as well as any potential conflicts of interest. In general, Ares will vote proxies in accordance
with the guidelines set out below, which are designed to maximize the value of Client Securities (the “Guidelines”),
unless any of the following is true:
| · | Ares’
agreement with the Client requires it to vote proxies in a certain way |
| · | Ares
has determined otherwise due to the specific and unusual facts and circumstances with respect
to a particular vote |
| · | the
subject matter of the vote is not covered by the Guidelines |
| · | a
material conflict of interest is present |
| · | Ares
finds it necessary to vote contrary to the Guidelines to maximize Investor value or the best
interests of the Client |
In the
absence of Guidelines with respect to a particular matter, Ares will vote proxies so as to maximize the economic value of the Client
Securities and otherwise serve the best interests of each Client. Ares will follow the Procedures with respect to conflicts of interests
described below.
Proxy
Voting Procedures
Voting
Client Proxies
Subject
to the Proxy Voting Policies stated above, Ares will generally use the following guidelines in reviewing proxy issues:
| · | Elections
of Directors In general, Ares will vote in favor of the management-proposed slate
of directors. If there is a proxy fight for seats on the board of directors of an issuer
of Client Securities (an “Issuer”) or Ares determines that there are other compelling
reasons for withholding the Client’s vote, it will determine the appropriate vote on
the matter. Among other reasons, Ares may withhold votes for directors when any of the following
are true: |
| - | Ares
believes a direct conflict of interest exists between the interests of a director and the
stockholders |
| - | Ares
concludes that the actions of a director are unlawful, unethical, or negligent |
| - | Ares
believes a director is entrenched or dealing inadequately with performance problems or is
acting with insufficient independence between the board and management |
| - | Ares
believes that, with respect to directors of non-US issuers, there is insufficient information
about the nominees disclosed in the proxy statement |
| · | Appointment
of Auditors As Ares believes that an Issuer remains in the best position to choose its
independent auditors, Ares will generally support management’s recommendation in this
regard. |
| · | Changes
in Capital Structure Changes in the charter or bylaws of an Issuer may be required by
state or federal regulation. In general, Ares will cast a Client’s votes in accordance
with the management on such proposals. However, Ares will consider carefully any proposal
regarding a change in corporate structure that is not required by state or federal regulation. |
| · | Corporate
Restructurings; Mergers and Acquisitions As Ares believes that proxy votes dealing with
corporate reorganizations are an extension of the investment decision, Ares will analyze such
proposals on a case-by-case basis and vote in accordance with its perception of each Client’s interests. |
Ares
Global Ethics and Compliance Manual — September 6, 2016 — Page 1
| · | Proposals
Affecting Shareholder Rights Ares will generally cast a Client’s
votes in favor of proposals that give shareholders a greater voice in the affairs of an Issuer and oppose any measure that seeks to limit
such rights. However, when analyzing such proposals, Ares will balance the financial impact of the proposal against any impairment of
shareholder rights as well as of the client’s investment in the Issuer. |
| · | Corporate
Governance As Ares recognizes the importance of good corporate governance, Ares will
generally favor proposals that promote transparency and accountability within an Issuer. |
| · | Anti-Takeover
Measures Ares will evaluate, on a case-by-case basis, any proposals regarding
anti-takeover measures to deter- mine the measure’s likely effect on shareholder
value dilution. |
| · | Stock
Splits Ares will generally vote with management on stock split matters. |
| · | Limited
Liability of Directors Ares will generally vote with management on matters that could
adversely affect the limited liability of directors. |
| · | Social
and Corporate Responsibility Ares will review proposals related to social, political,
and environmental issues to deter- mine whether they may adversely affect shareholder
value. Ares
may abstain from voting on such proposals where they do not have a readily determinable financial impact on shareholder value. |
| · | Executive
and Directors Compensation Ares will evaluate, on a case-by-case basis, any proposals
regarding stock option and compensation plans. We will generally vote against any proposed
plans that may result in excessive transfer of shareholder value, that permit the repricing
of underwater options, or that include an option exercise price that is below the market
price on the day of the grant. We will generally vote for proposals requiring top executive
and director compensation for “golden parachutes” to be submitted for shareholder
approval. |
Disclosure
Ares
will inform each Client of the proxy voting Policies and Procedures described here. Ares will inform each client of any changes in Ares’
proxy voting Policies and Procedures, and upon request Ares will promptly provide to a Client a copy of Ares’ proxy voting Policies
and Procedures as then in effect. A description of the proxy voting Policies and Procedures and the availability of a copy to a Client
upon request are set forth in Ares’ Form ADV Part 2A.
Conflicts
of Interest
If a
potential conflict of interest exists, Ares may choose to resolve the conflict by following the recommendation of a disinterested third
party, by seeking the direction of each affected Client (which direction will be sought from the independent directors of ARCC where
it is the affected Client) or, in extreme cases, by abstaining from voting. In any event, Ares will not delegate its voting authority
to any third party, although it may retain an outside service to provide voting recommendations and to assist in analyzing votes.
Some examples of
potential conflicts of interest include:
| · | Ares
provides investment advice to an officer or director of an issuer and Ares receives a proxy
solicitation from that issuer, or a competitor of that issuer |
| · | an
issuer or some other third party offers Ares or an Associate compensation in exchange for
voting a proxy in a particular way |
| · | an
Associate or a member of an Associate’s household has a personal or business relationship
with an issuer |
| · | an
Associate has a beneficial interest contrary to the position held by Ares on behalf of its
clients |
| · | Ares
holds various classes and types of equity and debt securities of the same issuer contemporaneously
in different Client portfolios |
| · | any
other circumstance where Ares’ duty to service its Clients’ interest could be
compromised |
Recordkeeping
An officer
of Ares will retain the following records pertaining to these proxy voting Policies and Procedures in accordance with Rule 204-2
under the Advisers Act:
| · | proxy
voting Policies and Procedures |
| · | all
proxy statements received (or Ares may rely on proxy statements filed on the EDGAR system
of the SEC) |
| · | records
of requests for proxy voting information by Clients and a copy of any written response by
Ares to any Client request on how Ares voted proxies on behalf of the requesting Client |
| · | any
specific documents prepared or received in connection with a decision on a proxy vote |
If
Ares uses an outside service, it may rely on such service to maintain copies of proxy statements and records, so long as the service
will provide a copy of such documents promptly upon request.
Ares
Global Ethics and Compliance Manual — September 6, 2016 — Page 2
Exhibit 99.906CERT
Exhibit 14(b)
Seth J. Brufsky, President and Chief Executive
Officer, and Scott C. Lem, Chief Financial Officer, of Ares Dynamic Credit Allocation Fund, Inc. (the “Fund”), each
certify that:
1. | This Form N-CSR filing for the Fund (the “Report”) fully complies with the requirements
of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of the Fund. |
By: |
/s/ Seth J. Brufsky |
|
|
Seth J. Brufsky |
|
|
President and Chief Executive Officer |
|
By: |
/s/ Scott C. Lem |
|
|
Scott C. Lem |
|
|
Chief Financial Officer |
|
A signed original of this written statement required
by Section 906 of the Sarbanes-Oxley Act of 2002, or other document authenticating, acknowledging, or otherwise adopting the signature
that appears in typed form within the electronic version of this written statement required by Section 906 has been provided to the
Fund and will be retained by the Fund and furnished to the Securities and Exchange Commission (the “Commission”) or
its staff upon request.
This certification is being furnished to the Commission
solely pursuant to Rule 30a.2(b) under the Investment Company Act of 1940, as amended, and 18 U.S.C. § 1350 and is not being filed
as part of the Report or as a separate disclosure document.
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