BNY Mellon Alcentra Global Credit Income 2024 Target Term Fund, Inc.
BNY Mellon Alcentra Global Credit Income 2024 Target Term
Fund, Inc.
|
ANNUAL REPORT August
31, 2024 |
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BNY Mellon Alcentra Global Credit Income 2024 Target Term Fund,
Inc. Protecting
Your Privacy Our Pledge to You THE FUND IS COMMITTED TO YOUR PRIVACY.
On this page, you will find the fund’s policies and practices for collecting, disclosing, and safeguarding
“nonpublic personal information,” which may include financial or other customer information. These
policies apply to individuals who purchase fund shares for personal, family, or household purposes, or
have done so in the past. This notification replaces all previous statements of the fund’s consumer
privacy policy, and may be amended at any time. We’ll keep you informed of changes as required by law. YOUR ACCOUNT IS PROVIDED IN A SECURE ENVIRONMENT. The fund maintains
physical, electronic and procedural safeguards that comply with federal regulations to guard nonpublic
personal information. The fund’s agents and service providers have limited access to customer information
based on their role in servicing your account. THE FUND COLLECTS INFORMATION
IN ORDER TO SERVICE AND ADMINISTER YOUR ACCOUNT. The fund collects a variety of nonpublic
personal information, which may include: • Information
we receive from you, such as your name, address, and social security number. • Information about your transactions with us, such as the purchase
or sale of fund shares. • Information
we receive from agents and service providers, such as proxy voting information. THE
FUND DOES NOT SHARE NONPUBLIC PERSONAL INFORMATION WITH ANYONE, EXCEPT AS PERMITTED BY LAW. Thank you for this opportunity
to serve you. |
|
The views expressed
in this report reflect those of the portfolio manager(s) only through the end of the period covered and
do not necessarily represent the views of BNY Mellon Investment Adviser, Inc. or any other person in
the BNY Mellon Investment Adviser, Inc. organization. Any such views are subject to change at any time
based upon market or other conditions and BNY Mellon Investment Adviser, Inc. disclaims any responsibility
to update such views. These views may not be relied on as investment advice and, because investment decisions
for a fund in the BNY Mellon Family of Funds are based on numerous factors, may not be relied on as an
indication of trading intent on behalf of any fund in the BNY Mellon Family of Funds. |
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Not FDIC-Insured • Not Bank-Guaranteed • May Lose Value |
Contents
T H E F U N D
F
O R M O R E I N F O R M AT I O N
Back Cover
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DISCUSSION
OF FUND PERFORMANCE (Unaudited)
How did the Fund perform last year?
For the 12-month period ended August 31,
2024, BNY Mellon Alcentra Global Credit Income 2024 Target Term Fund, Inc. (the “fund”) produced
a total return of 17.62% on a net-asset-value basis and 22.67% on a market basis.1
Over the same period, the fund provided aggregate income dividends of $.4200 per share, which reflects
a distribution rate of 4.62%.2 In comparison, the ICE BofA Global High
Yield Index (the “Index”), the fund’s benchmark, posted a total return of 13.56% for the same period.3
What
affected the Fund’s performance?
· Credit
markets were boosted by solid fundamentals and strong technical demand for higher-yielding corporate
debt.
· The
fund’s performance relative to the Index benefited from asset allocation to floating-rate paper, including
structured credit, amid the U.S. Federal Reserve’s “higher-for-longer” interest rate stance.
· Strong
security selection boosted returns, including avoidance of defaults and underweight exposure to the telecommunications
and cable industries.
· Cash
levels, which were small, detracted mildly from relative returns.
1
Total return includes reinvestment of dividends and any capital
gains paid, based upon net asset value per share or market price per share, as applicable. Past performance
is no guarantee of future results. Market price per share, net asset value per share and investment return
fluctuate.
2 Distribution
rate per share is based upon dividends per share paid from net investment income during the period, divided
by the market price per share at the end of the period, adjusted for any capital gain distributions.
3 Source:
FactSet - The ICE BofA Global High Yield Index is a measure of the global high-yield debt market. The
index represents the union of the U.S. high yield, the pan-European high yield and emerging-markets,
hard currency, high yield indices. Investors cannot invest directly in any index.
2
FUND
PERFORMANCE (Unaudited)
Cumulative Performance from October 27, 2017 through
August 31, 2024
Initial Investment of $10,000
Bloomberg
US Universal Index (broad-based index)* - $11,120
ICE BofA Global High Yield Index** - $12,704
BNY Mellon Alcentra Global Credit Income 2024 Target Term Fund, Inc (Market Price)
Years Ended 8/31
* The
fund’s primary benchmark changed to the indicated broad-based benchmark effective as of August 31,
2024.
** Source:
FactSet.
Past performance is not predictive of future performance.
The above graph compares a hypothetical investment of $10,000 made in BNY Mellon
Alcentra Global Credit Income 2024 Target Term Fund, Inc. on 10/27/2017 to a hypothetical investment
of $10,000 made in the Index on that date. All figures for the fund are based on market price. All dividends
and capital gain distributions are reinvested.
The fund invests primarily in fixed-income
securities and its performance shown in the line graph takes into account fees and expenses.. The Index
is a measure of the global high-yield debt market. The Index represents the union of the U.S. high yield,
the pan-European high yield and emerging-markets, hard currency, high yield indices. Investors cannot
invest directly in any index. Further information relating to fund performance, including expense reimbursements,
if applicable, is contained in the Financial Highlights in this report.
3
FUND
PERFORMANCE (Unaudited) (continued)
| | | | | | |
Average Annual Total Returns as of 8/31/2024 | |
| | Inception Date | 1 Year | 5 Years | From
Inception | |
Bloomberg
US Universal Index (broad-based index) | 10/31/2017 | 7.92% | 0.34% | 1.56% | |
ICE BofA Global High Yield Index | 10/31/2017 | 13.56% | 3.62% | 3.58% | |
BNY Mellon Alcentra Global Credit Income 2024 Target Term Fund, Inc. -Market Price | 10/27/2017 | 22.67% | 6.57% | 5.56% | |
BNY Mellon Alcentra Global Credit Income 2024 Target Term Fund, Inc. -Net Asset
Value | 10/27/2017 | 17.62% | 7.11% | 6.03% | |
The performance
data quoted represents past performance, which is no guarantee of future results. Share price and investment
return fluctuate and an investor’s shares may be worth more or less than original cost upon sale of
the shares. Current performance may be lower or higher than the performance quoted. Go to www.bny.com/investments
for the fund’s most recent month-end returns.
The fund’s performance shown in the graph
and table does not reflect the deduction of taxes that a shareholder would pay on fund distributions
or the sale of fund shares.
4
DISTRIBUTION INFORMATION
The following information regarding the
fund’s distributions is current as of August 31, 2024, the fund’s fiscal year end. The fund’s returns
during the period were sufficient to meet fund distributions.
The fund’s distribution
policy is intended to provide shareholders with stable, but not guaranteed, cash flow, independent of
the amount or timing of income earned or capital gains realized by the fund. The fund intends to distribute
all or substantially all of its net investment income through its regular monthly distribution and to
distribute realized capital gains at least annually. In addition, in any monthly period, in order to
try to maintain a level distribution amount, the fund may pay out more or less than its net investment
income during the period. As a result, distributions sources may include net investment income, realized
gains and return of capital. You should not draw any conclusions about the fund’s investment performance
from the amount of the distribution or from the terms of the level distribution program. A return of
capital is a non-taxable distribution of a portion of a fund’s capital. A return of capital distribution
does not necessarily reflect a fund’s investment performance and should not be confused with “yield”
or “income.”
For the purpose of pursuing its investment objective of returning
at least the Original NAV, the fund intends to retain a limited portion of its net investment income
continuing until the final liquidating distribution. The fund also may retain a portion of its short-term
capital gains and all or a portion of its long-term capital gains. The extent to which the fund retains
income or capital gains, and the cumulative amount so retained, will depend on, among other things, prevailing
market conditions, portfolio turnover and reinvestment and overall performance of the credit instruments
held by the fund. Adjustments to the amounts of income retained and the resulting distribution rate will
take into account, among other factors, the then-current projections of the fund’s net asset value
on the Termination Date in the absence of income retention. The fund anticipates that the possibility
of some credit losses combined with the potential for declines in income over the term of the fund, as
the duration and weighted average maturity of the portfolio shorten, will likely result in successive
reductions in distributions over the approximate seven-year term of the fund. The timing and amounts
of these reductions cannot be predicted.
While the amounts retained would be included
in the final liquidating distribution of the fund, the fund’s distribution rate over the term of the
fund will be lower, and possibly significantly lower, than if the fund distributed substantially all
of its net investment income and gains in each year. To the extent that the market price of Common Shares
over time is influenced by the fund’s distribution rate, the reduction of the fund’s monthly distribution
rate because of the retention of income is expected to negatively impact the market price of the Common
Shares. Any such negative effect on the market price of the Common Shares may not be offset even though
the fund’s net asset value would be higher as a result of retaining income. In the event that the fund
elects to distribute all of its net investment income or gains (if any) in each year, rather than retaining
such income or gains, there is an increased risk to Common Shareholders that the final liquidating distribution
may be less than Original NAV.
5
FUND
PERFORMANCE (Unaudited) (continued)
The amounts and sources of distributions reported below are for financial reporting
purposes and are not being provided for tax reporting purposes. The actual amounts and character of the
distributions for tax reporting purposes will be reported to shareholders on Form 1099-DIV, which will
be sent to shareholders shortly after calendar year-end. Because distribution source estimates are updated
throughout the current fiscal year based on the fund’s performance, those estimates may differ from
both the tax information reported to you in your fund’s 1099 statement, as well as the ultimate economic
sources of distributions over the life of your investment. The figures in the table below provide the
sources of distributions and may include amounts attributed to realized gains and/or returns of capital.
| | | | | | | |
Distributions | |
| Current
Month Percentage of Distributions | Fiscal
Year Ended Per Share Amounts |
| Net
Investment Income | Realized
Gains | Return of Capital | Total Distributions | Net
Investment Income | Realized
Gains | Return
of Capital |
BNY
Mellon Alcentra Global Credit Income 2024 Target Term, Fund, Inc. | 100.00% | .00% | .00% | $.42 | $.42 | $.00 | $.00 |
6
SELECTED
INFORMATION
August
31, 2024 (Unaudited)
| | | | | |
|
Market Price per share
August 31, 2024 | $9.09 | |
Shares
Outstanding August 31, 2024 | 15,000,727 | |
New
York Stock Exchange Ticker Symbol | DCF | |
| |
MARKET PRICE (NEW YORK
STOCK EXCHANGE) | |
| |
| Fiscal
Year Ended August 31, 2024 |
| Quarter
Ended November 30, 2023 | Quarter Ended
February 29, 2024 | Quarter
Ended May 31, 2024 | Quarter
Ended August 31, 2024 |
High | $8.11 | $8.51 | $8.69 | $9.09 |
Low | 7.52 | 7.96 | 8.46 | 8.66 |
Close | 7.93 | 8.48 | 8.69 | 9.09 |
| |
PERCENTAGE
GAIN (LOSS) based on change in Market Price† | |
October
27, 2017 (commencement of operations) through August 31, 2024 | 44.85% |
September 1, 2019 through
August 31, 2024 | 37.46 |
September
1, 2023 through August 31, 2024 | 22.67 |
December
1, 2023 through August 31, 2024 | 18.90 |
March
1, 2024 through August 31, 2024 | 9.80 |
June
1, 2024 through August 31, 2024 | 5.84 |
| |
NET ASSET VALUE PER SHARE | |
October
27, 2017 (commencement of operations) | $9.84 |
November
30, 2023 | 8.39 |
February
29, 2024 | 8.85 |
May
31, 2024 | 8.98 |
August
31, 2024 | 9.22 |
| |
PERCENTAGE
GAIN (LOSS) based on change in Net Asset Value† | |
October
27, 2017 (commencement of operations) through August 31, 2024 | 49.37% |
September 1, 2019 through
August 31, 2024 | 40.94 |
September
1, 2023 through August 31, 2024 | 17.62 |
December
1, 2023 through August 31, 2024 | 13.98 |
March
1, 2024 through August 31, 2024 | 6.70 |
June
1, 2024 through August 31, 2024 | 3.88 |
| |
† With dividends and capital gains reinvested.
7
STATEMENT
OF INVESTMENTS
August 31, 2024
| | | | | | | | | |
|
Description | Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | a,b | Value
($) | |
Bonds
and Notes - 82.4% | | | | | |
Advertising
- .5% | | | | | |
Clear Channel Outdoor Holdings, Inc., Sr. Scd. Notes | | 5.13 | | 8/15/2027 | | 212,000 | c | 207,277 | |
Neptune BidCo US, Inc., Sr. Scd. Notes | | 9.29 | | 4/15/2029 | | 230,000 | c | 229,844 | |
Outfront Media Capital LLC/Outfront Media Capital Corp., Gtd.
Notes | | 5.00 | | 8/15/2027 | | 210,000 | c | 208,716 | |
| 645,837 | |
Aerospace & Defense - 1.1% | | | | | |
AAR
Escrow Issuer LLC, Gtd. Notes | | 6.75 | | 3/15/2029 | | 317,000 | c | 328,430 | |
TransDigm, Inc., Gtd. Notes | | 4.88 | | 5/1/2029 | | 73,000 | | 70,654 | |
TransDigm, Inc., Gtd. Notes | | 5.50 | | 11/15/2027 | | 340,000 | | 338,232 | |
TransDigm, Inc., Sr. Scd. Notes | | 6.38 | | 3/1/2029 | | 310,000 | c | 319,861 | |
TransDigm, Inc., Sr. Scd. Notes | | 6.63 | | 3/1/2032 | | 203,000 | c | 211,368 | |
TransDigm, Inc., Sr. Scd. Notes | | 6.88 | | 12/15/2030 | | 260,000 | c | 271,764 | |
| 1,540,309 | |
Airlines
- .7% | | | | | |
American Airlines, Inc./Aadvantage Loyalty IP Ltd., Sr. Scd.
Notes | | 5.75 | | 4/20/2029 | | 739,849 | c | 725,917 | |
JetBlue Airways Corp./JetBlue Loyalty LP, Sr. Scd. Notes | | 9.88 | | 9/20/2031 | | 298,000 | c | 294,721 | |
| 1,020,638 | |
Automobiles & Components - .8% | | | | | |
Grupo
Antolin-Irausa SA, Sr. Scd. Bonds | EUR | 3.50 | | 4/30/2028 | | 360,000 | c | 323,240 | |
Phinia, Inc., Sr. Scd. Notes | | 6.75 | | 4/15/2029 | | 343,000 | c | 352,404 | |
Real Hero Merger Sub 2, Inc., Sr. Unscd. Notes | | 6.25 | | 2/1/2029 | | 489,000 | c | 422,643 | |
| 1,098,287 | |
Banks - .3% | | | | | |
Freedom
Mortgage Corp., Sr. Unscd. Notes | | 6.63 | | 1/15/2027 | | 355,000 | c | 351,015 | |
Beverage Products - .4% | | | | | |
Triton
Water Holdings, Inc., Sr. Unscd. Notes | | 6.25 | | 4/1/2029 | | 590,000 | c | 585,732 | |
8
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | a,b | Value
($) | |
Bonds
and Notes - 82.4% (continued) | | | | | |
Building
Materials - 1.7% | | | | | |
Builders FirstSource, Inc., Gtd. Notes | | 4.25 | | 2/1/2032 | | 640,000 | c | 585,265 | |
Camelot Return Merger Sub, Inc., Sr. Scd. Notes | | 8.75 | | 8/1/2028 | | 129,000 | c | 128,118 | |
Cornerstone Building Brands, Inc., Sr. Scd. Notes | | 9.50 | | 8/15/2029 | | 197,000 | c | 195,203 | |
Eco Material Technologies, Inc., Sr. Scd. Notes | | 7.88 | | 1/31/2027 | | 484,000 | c | 490,725 | |
Emrld Borrower LP/Emerald Co-Issuer, Inc., Sr. Scd. Notes | | 6.63 | | 12/15/2030 | | 555,000 | c | 569,033 | |
Miter Brands Acquisition Holdco, Inc./MIWD Borrower LLC, Sr.
Scd. Notes | | 6.75 | | 4/1/2032 | | 253,000 | c | 260,154 | |
Standard Industries, Inc., Sr. Unscd. Notes | | 4.75 | | 1/15/2028 | | 121,000 | c | 117,784 | |
| 2,346,282 | |
Chemicals
- 1.6% | | | | | |
Iris Holdings, Inc., Sr. Unscd. Notes | | 8.75 | | 2/15/2026 | | 389,000 | c,d | 356,460 | |
Italmatch Chemicals SpA, Sr. Scd. Notes | EUR | 10.00 | | 2/6/2028 | | 183,000 | c | 215,973 | |
Mativ Holdings, Inc., Gtd. Notes | | 6.88 | | 10/1/2026 | | 289,000 | c | 288,821 | |
NOVA Chemicals Corp., Sr. Unscd. Notes | | 9.00 | | 2/15/2030 | | 190,000 | c | 204,323 | |
Olympus Water US Holding Corp., Sr. Scd. Notes | | 9.75 | | 11/15/2028 | | 200,000 | c | 213,288 | |
Olympus Water US Holding Corp., Sr. Unscd. Notes | EUR | 5.38 | | 10/1/2029 | | 230,000 | c | 235,735 | |
Rain Carbon, Inc., Sr. Scd. Notes | | 12.25 | | 9/1/2029 | | 160,000 | c | 171,436 | |
SCIH Salt Holdings, Inc., Sr. Unscd. Notes | | 6.63 | | 5/1/2029 | | 320,000 | c | 306,549 | |
WR Grace Holdings LLC, Sr. Unscd. Notes | | 5.63 | | 8/15/2029 | | 290,000 | c | 269,167 | |
| 2,261,752 | |
Collateralized
Loan Obligations Debt - 20.3% | | | | | |
Ares European IX DAC
CLO, Ser. 9A, Cl. F, (3 Months EURIBOR +6.05%) | EUR | 9.75 | | 10/14/2030 | | 2,400,000 | c,e | 2,618,559 | |
Bain Capital Credit Ltd. CLO, Ser. 2020-2A, Cl. ER, (3 Months
TSFR +6.87%) | | 12.15 | | 7/19/2034 | | 750,000 | c,e | 741,598 | |
9
STATEMENT
OF INVESTMENTS (continued)
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | a,b | Value
($) | |
Bonds
and Notes - 82.4% (continued) | | | | | |
Collateralized
Loan Obligations Debt - 20.3% (continued) | | | | | |
Bain
Capital Credit Ltd. CLO, Ser. 2021-3A, Cl. E, (3 Months TSFR +6.76%) | | 12.04 | | 7/24/2034 | | 1,044,673 | c,e | 1,032,954 | |
Bain Capital Credit Ltd. CLO, Ser. 2022-3A, Cl. E, (3 Months
TSFR +7.35%) | | 12.64 | | 7/17/2035 | | 619,357 | c,e | 620,287 | |
BBAM US II Ltd. CLO, Ser. 2023-2A, Cl. D, (3 Months TSFR
+8.15%) | | 13.45 | | 10/15/2038 | | 1,000,000 | c,e | 1,017,822 | |
BlackRock European CLO, Ser. 14A, Cl. F, (3 Months EURIBOR
+10.22%) | EUR | 13.91 | | 7/15/2036 | | 1,000,000 | c,e | 1,121,310 | |
BlackRock European IX DAC CLO, Ser. 9A, Cl. E, (3 Months
EURIBOR +6.32%) | EUR | 10.04 | | 12/15/2032 | | 1,900,000 | c,e | 2,103,417 | |
Carlyle Global Market Strategies Euro DAC CLO, Ser. 2014-1A,
Cl. ER, (3 Months EURIBOR +4.93%) | EUR | 8.62 | | 7/15/2031 | | 1,500,000 | c,e | 1,660,230 | |
Carlyle Global Market Strategies Euro DAC CLO, Ser. 2014-1A,
Cl. FR, (3 Months EURIBOR +6.61%) | EUR | 10.30 | | 7/15/2031 | | 3,000,000 | c,e | 3,183,792 | |
Carlyle Global Market Strategies Euro DAC CLO, Ser. 2015-3A,
Cl. ER, (3 Months EURIBOR +6.44%) | EUR | 10.13 | | 7/15/2030 | | 2,000,000 | c,e | 2,134,785 | |
CIFC European Funding II DAC CLO, Ser. 2A, Cl. F, (3 Months
EURIBOR +7.70%) | EUR | 11.39 | | 4/15/2033 | | 1,000,000 | c,e | 1,062,846 | |
CIFC Funding I Ltd. CLO, Ser. 2018-1A, Cl. E, (3 Months
TSFR +5.26%) | | 10.54 | | 4/18/2031 | | 1,000,000 | c,e | 985,303 | |
Crown Point 9 Ltd. CLO, Ser. 2020-9A, Cl. ER, (3 Months
TSFR +7.02%) | | 12.32 | | 7/14/2034 | | 2,375,000 | c,e | 2,364,246 | |
Dryden 91 Euro DAC CLO, Ser. 2021-91A, Cl. E, (3 Months
EURIBOR +7.06%) | EUR | 10.73 | | 4/18/2035 | | 1,000,000 | c,e | 1,111,117 | |
Franklin Park Place I LLC CLO, Ser. 2022-1A, Cl. E, (3 Months
TSFR +7.50%) | | 12.80 | | 4/14/2035 | | 1,000,000 | c,e | 975,556 | |
10
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | a,b | Value
($) | |
Bonds
and Notes - 82.4% (continued) | | | | | |
Collateralized
Loan Obligations Debt - 20.3% (continued) | | | | | |
KKR
23 Ltd. CLO, Ser. 23, Cl. E, (3 Months TSFR +6.26%) | | 11.54 | | 10/20/2031 | | 1,000,000 | c,e | 1,000,739 | |
OZLME III DAC CLO, Ser. 3A, Cl. F, (3 Months EURIBOR +6.45%) | EUR | 9.99 | | 8/24/2030 | | 1,000,000 | c,e | 1,089,248 | |
Tikehau DAC CLO, Ser. 2015-1A, Cl. FRR, (3 Months EURIBOR
+8.75%) | EUR | 12.39 | | 8/4/2034 | | 2,000,000 | c,e | 2,194,868 | |
Toro European 5 DAC CLO, Ser. 5A, Cl. F, (3 Months EURIBOR
+5.75%) | EUR | 9.44 | | 10/15/2030 | | 1,000,000 | c,e | 1,073,320 | |
| 28,091,997 | |
Commercial & Professional Services - 4.5% | | | | | |
Adtalem
Global Education, Inc., Sr. Scd. Notes | | 5.50 | | 3/1/2028 | | 250,000 | c | 246,108 | |
Albion Financing 1 Sarl/Aggreko Holdings, Inc., Sr. Scd.
Notes | | 6.13 | | 10/15/2026 | | 250,000 | c | 249,450 | |
Albion Financing 2 Sarl, Sr. Unscd. Notes | | 8.75 | | 4/15/2027 | | 429,000 | c | 438,988 | |
Allied Universal Holdco LLC/Allied Universal Finance Corp., Sr.
Unscd. Notes | | 6.00 | | 6/1/2029 | | 230,000 | c | 204,913 | |
Allied Universal Holdco LLC/Allied Universal Finance Corp./Atlas
Luxco 4 Sarl, Sr. Scd. Bonds, Ser. 144 | GBP | 4.88 | | 6/1/2028 | | 170,000 | c | 204,848 | |
APX Group, Inc., Sr. Scd. Notes | | 6.75 | | 2/15/2027 | | 279,000 | c | 279,834 | |
BCP V Modular Services Finance II PLC, Sr. Scd. Bonds | EUR | 4.75 | | 11/30/2028 | | 420,000 | c | 447,969 | |
BCP V Modular Services Finance PLC, Gtd. Notes | EUR | 6.75 | | 11/30/2029 | | 270,000 | c | 259,276 | |
Herc Holdings, Inc., Gtd. Notes | | 6.63 | | 6/15/2029 | | 189,000 | c | 194,519 | |
House of HR Group BV, Sr. Scd. Bonds | EUR | 9.00 | | 11/3/2029 | | 470,000 | c | 522,992 | |
Prime Security Services Borrower LLC/Prime Finance, Inc., Scd.
Notes | | 6.25 | | 1/15/2028 | | 346,000 | c | 344,994 | |
Shift4 Payments LLC/Shift4 Payments Finance Sub, Inc., Gtd.
Notes | | 6.75 | | 8/15/2032 | | 350,000 | c | 361,315 | |
11
STATEMENT
OF INVESTMENTS (continued)
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | a,b | Value
($) | |
Bonds
and Notes - 82.4% (continued) | | | | | |
Commercial
& Professional Services - 4.5% (continued) | | | | | |
The
ADT Security Corp., Sr. Scd. Notes | | 4.88 | | 7/15/2032 | | 330,000 | c | 313,990 | |
United Rentals North America, Inc., Gtd. Notes | | 3.75 | | 1/15/2032 | | 965,000 | | 871,707 | |
Verisure Midholding
AB, Gtd. Notes | EUR | 5.25 | | 2/15/2029 | | 740,000 | c | 815,533 | |
Wand NewCo 3, Inc., Sr. Scd. Notes | | 7.63 | | 1/30/2032 | | 386,000 | c | 404,723 | |
| 6,161,159 | |
Consumer
Discretionary - 6.0% | | | | | |
Ashton Woods USA LLC/Ashton Woods Finance Co., Sr. Unscd.
Notes | | 4.63 | | 4/1/2030 | | 170,000 | c | 160,145 | |
Caesars Entertainment, Inc., Sr. Scd. Notes | | 7.00 | | 2/15/2030 | | 500,000 | c | 518,164 | |
Carnival Corp., Gtd. Notes | | 6.00 | | 5/1/2029 | | 574,000 | c | 576,957 | |
Carnival Corp., Gtd. Notes | | 7.63 | | 3/1/2026 | | 343,000 | c | 346,704 | |
Churchill Downs, Inc., Gtd. Notes | | 4.75 | | 1/15/2028 | | 260,000 | c | 253,735 | |
Dealer Tire LLC/DT Issuer LLC, Sr. Unscd. Notes | | 8.00 | | 2/1/2028 | | 432,000 | c | 434,512 | |
Flutter Treasury Designated Activity Co., Sr. Scd. Notes | | 6.38 | | 4/29/2029 | | 340,000 | c | 351,433 | |
Gates Corp., Gtd. Notes | | 6.88 | | 7/1/2029 | | 92,000 | c | 94,483 | |
Green Bidco SA, Sr. Scd. Bonds | EUR | 10.25 | | 7/15/2028 | | 330,000 | c | 344,176 | |
Hilton Domestic Operating Co., Inc., Gtd. Notes | | 3.63 | | 2/15/2032 | | 620,000 | c | 556,114 | |
International Game Technology PLC, Sr. Scd. Notes | | 5.25 | | 1/15/2029 | | 220,000 | c | 217,974 | |
KB Home, Gtd. Notes | | 4.00 | | 6/15/2031 | | 211,000 | | 195,115 | |
Midwest Gaming Borrower LLC/Midwest Gaming Finance Corp., Sr.
Scd. Notes | | 4.88 | | 5/1/2029 | | 480,000 | c | 458,579 | |
Miller Homes Group Finco PLC, Sr. Scd. Bonds | GBP | 7.00 | | 5/15/2029 | | 460,000 | c | 582,679 | |
NCL Corp. Ltd., Gtd. Notes | | 5.88 | | 3/15/2026 | | 608,000 | c | 608,048 | |
NCL Corp. Ltd., Sr. Scd. Notes | | 5.88 | | 2/15/2027 | | 144,000 | c | 144,436 | |
ONE Hotels GmbH, Sr. Scd. Bonds | EUR | 7.75 | | 4/2/2031 | | 195,000 | c | 226,665 | |
Royal Caribbean Cruises Ltd., Sr. Unscd. Notes | | 4.25 | | 7/1/2026 | | 492,000 | c | 484,275 | |
12
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | a,b | Value
($) | |
Bonds
and Notes - 82.4% (continued) | | | | | |
Consumer
Discretionary - 6.0% (continued) | | | | | |
Station
Casinos LLC, Gtd. Notes | | 4.63 | | 12/1/2031 | | 342,000 | c | 317,702 | |
Taylor Morrison Communities, Inc., Sr. Unscd. Notes | | 5.13 | | 8/1/2030 | | 138,000 | c | 136,497 | |
TUI Cruises GmbH, Sr. Unscd. Notes | EUR | 6.25 | | 4/15/2029 | | 210,000 | c | 238,358 | |
Verde Purchaser LLC, Sr. Scd. Notes | | 10.50 | | 11/30/2030 | | 190,000 | c | 204,855 | |
Versuni Group BV, Sr. Scd. Bonds | EUR | 3.13 | | 6/15/2028 | | 450,000 | c | 458,362 | |
WMG Acquisition Corp., Sr. Scd. Notes | | 3.88 | | 7/15/2030 | | 382,000 | c | 354,850 | |
| 8,264,818 | |
Consumer
Staples - .3% | | | | | |
Coty, Inc./HFC Prestige Products, Inc./HFC Prestige International
US LLC, Sr. Scd. Notes | | 4.75 | | 1/15/2029 | | 360,000 | c | 351,676 | |
Diversified
Financials - 3.3% | | | | | |
AG Issuer LLC, Sr. Scd. Notes | | 6.25 | | 3/1/2028 | | 322,000 | c | 314,762 | |
Encore Capital Group, Inc., Sr. Scd. Notes | GBP | 4.25 | | 6/1/2028 | | 525,000 | c | 619,995 | |
Freedom Mortgage Holdings LLC, Sr. Unscd. Notes | | 9.25 | | 2/1/2029 | | 100,000 | c | 102,533 | |
Garfunkelux Holdco 3 SA, Sr. Scd. Bonds | GBP | 7.75 | | 11/1/2025 | | 482,000 | c | 439,404 | |
Icahn Enterprises LP/Icahn Enterprises Finance Corp., Gtd.
Notes | | 5.25 | | 5/15/2027 | | 147,000 | | 142,194 | |
Icahn Enterprises LP/Icahn
Enterprises Finance Corp., Gtd. Notes | | 6.25 | | 5/15/2026 | | 149,000 | | 148,290 | |
Jane Street Group/JSG Finance, Inc., Sr. Scd. Notes | | 7.13 | | 4/30/2031 | | 435,000 | c | 457,209 | |
Nationstar Mortgage Holdings, Inc., Gtd. Notes | | 5.75 | | 11/15/2031 | | 270,000 | c | 262,526 | |
OneMain Finance Corp., Gtd. Notes | | 7.50 | | 5/15/2031 | | 210,000 | | 216,920 | |
OneMain Finance Corp., Gtd. Notes | | 7.88 | | 3/15/2030 | | 249,000 | | 260,637 | |
Osaic Holdings, Inc., Sr. Unscd. Notes | | 10.75 | | 8/1/2027 | | 125,000 | c | 128,758 | |
13
STATEMENT
OF INVESTMENTS (continued)
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | a,b | Value
($) | |
Bonds
and Notes - 82.4% (continued) | | | | | |
Diversified
Financials - 3.3% (continued) | | | | | |
PennyMac
Financial Services, Inc., Gtd. Notes | | 7.13 | | 11/15/2030 | | 208,000 | c | 211,488 | |
PennyMac Financial Services, Inc., Gtd. Notes | | 7.88 | | 12/15/2029 | | 289,000 | c | 306,971 | |
Rocket Mortgage LLC/Rocket Mortgage Co-Issuer, Inc., Gtd.
Notes | | 4.00 | | 10/15/2033 | | 262,000 | c | 231,226 | |
United Wholesale Mortgage LLC, Sr. Unscd. Notes | | 5.50 | | 4/15/2029 | | 300,000 | c | 292,814 | |
VFH Parent LLC/Valor Co-Issuer, Inc., Sr. Scd. Bonds | | 7.50 | | 6/15/2031 | | 365,000 | c | 379,294 | |
| 4,515,021 | |
Electronic Components - .4% | | | | | |
Sensata
Technologies, Inc., Gtd. Notes | | 4.38 | | 2/15/2030 | | 370,000 | c | 349,754 | |
WESCO Distribution, Inc., Gtd. Notes | | 6.63 | | 3/15/2032 | | 236,000 | c | 243,421 | |
| 593,175 | |
Energy
- 7.4% | | | | | |
Aethon United BR LP/Aethon United Finance Corp., Sr. Unscd.
Notes | | 8.25 | | 2/15/2026 | | 822,000 | c | 833,971 | |
Antero Midstream Partners LP/Antero Midstream Finance Corp., Gtd.
Notes | | 5.75 | | 3/1/2027 | | 330,000 | c | 329,855 | |
Blue Racer Midstream LLC/Blue Racer Finance Corp., Sr. Unscd.
Notes | | 7.00 | | 7/15/2029 | | 333,000 | c | 346,582 | |
Chesapeake Energy Corp., Gtd. Notes | | 5.88 | | 2/1/2029 | | 93,000 | c | 93,278 | |
Comstock Resources, Inc., Gtd. Notes | | 6.75 | | 3/1/2029 | | 788,000 | c | 775,746 | |
CQP Holdco LP/Bip-V Chinook Holdco LLC, Sr. Scd. Notes | | 5.50 | | 6/15/2031 | | 460,000 | c | 451,251 | |
Encino Acquisition Partners Holdings LLC, Gtd. Notes | | 8.50 | | 5/1/2028 | | 270,000 | c | 279,215 | |
Encino Acquisition Partners Holdings LLC, Sr. Unscd. Notes | | 8.75 | | 5/1/2031 | | 118,000 | c | 125,440 | |
Energy Transfer LP, Jr. Sub. Bonds, Ser. B | | 6.63 | | 2/15/2028 | | 506,000 | f | 494,011 | |
14
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | a,b | Value
($) | |
Bonds
and Notes - 82.4% (continued) | | | | | |
Energy
- 7.4% (continued) | | | | | |
EQM Midstream Partners
LP, Sr. Unscd. Notes | | 5.50 | | 7/15/2028 | | 114,000 | | 114,853 | |
Kraken Oil & Gas
Partners LLC, Sr. Unscd. Notes | | 7.63 | | 8/15/2029 | | 282,000 | c | 290,887 | |
Matador Resources Co., Gtd. Notes | | 6.50 | | 4/15/2032 | | 251,000 | c | 254,932 | |
Noble Finance II LLC, Gtd. Notes | | 8.00 | | 4/15/2030 | | 388,000 | c | 402,629 | |
Northern Oil & Gas, Inc., Sr. Unscd. Notes | | 8.13 | | 3/1/2028 | | 184,000 | c | 188,279 | |
Northriver Midstream Finance LP, Sr. Scd. Notes | | 6.75 | | 7/15/2032 | | 354,000 | c | 365,731 | |
Permian Resources Operating LLC, Gtd. Notes | | 6.25 | | 2/1/2033 | | 241,000 | c | 247,273 | |
Rockies Express Pipeline LLC, Sr. Unscd. Notes | | 4.80 | | 5/15/2030 | | 412,000 | c | 382,749 | |
Sitio Royalties Operating Partnership LP/Sitio Finance Corp., Sr.
Unscd. Notes | | 7.88 | | 11/1/2028 | | 419,000 | c | 441,686 | |
SM Energy Co., Sr. Unscd. Notes | | 6.75 | | 8/1/2029 | | 163,000 | c | 165,677 | |
SM Energy Co., Sr. Unscd. Notes | | 7.00 | | 8/1/2032 | | 82,000 | c | 84,064 | |
Solaris Midstream Holdings LLC, Gtd. Notes | | 7.63 | | 4/1/2026 | | 268,000 | c | 270,384 | |
Tallgrass Energy Partners LP/Tallgrass Energy Finance Corp., Gtd.
Notes | | 5.50 | | 1/15/2028 | | 114,000 | c | 110,076 | |
Tallgrass Energy Partners LP/Tallgrass Energy Finance Corp., Gtd.
Notes | | 6.00 | | 12/31/2030 | | 140,000 | c | 133,599 | |
TGNR Intermediate Holdings LLC, Sr. Unscd. Notes | | 5.50 | | 10/15/2029 | | 537,000 | c | 521,630 | |
Venture Global Calcasieu Pass LLC, Sr. Scd. Notes | | 3.88 | | 11/1/2033 | | 553,000 | c | 492,283 | |
Venture Global Calcasieu Pass LLC, Sr. Scd. Notes | | 4.13 | | 8/15/2031 | | 160,000 | c | 148,418 | |
Venture Global LNG, Inc., Sr. Scd. Notes | | 7.00 | | 1/15/2030 | | 237,000 | c | 242,485 | |
15
STATEMENT
OF INVESTMENTS (continued)
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | a,b | Value
($) | |
Bonds
and Notes - 82.4% (continued) | | | | | |
Energy
- 7.4% (continued) | | | | | |
Venture Global LNG,
Inc., Sr. Scd. Notes | | 8.13 | | 6/1/2028 | | 771,000 | c | 808,002 | |
Venture Global LNG, Inc., Sr. Scd. Notes | | 8.38 | | 6/1/2031 | | 837,000 | c | 889,244 | |
| 10,284,230 | |
Environmental
Control - .9% | | | | | |
GFL Environmental, Inc., Sr. Scd. Notes | | 6.75 | | 1/15/2031 | | 410,000 | c | 428,789 | |
Madison IAQ LLC, Sr. Scd. Notes | | 4.13 | | 6/30/2028 | | 69,000 | c | 65,712 | |
Madison IAQ LLC, Sr. Unscd. Notes | | 5.88 | | 6/30/2029 | | 451,000 | c | 430,179 | |
Reworld Holding Corp., Gtd. Notes | | 5.00 | | 9/1/2030 | | 323,000 | | 296,144 | |
| 1,220,824 | |
Food
Products - 1.3% | | | | | |
Boparan Finance PLC, Sr. Scd. Bonds | GBP | 7.63 | | 11/30/2025 | | 346,000 | c | 440,543 | |
Fiesta Purchaser, Inc., Sr. Scd. Notes | | 7.88 | | 3/1/2031 | | 206,000 | c | 217,381 | |
Market Bidco Finco PLC, Sr. Scd. Notes | EUR | 4.75 | | 11/4/2027 | | 250,000 | c | 263,310 | |
Pilgrim's Pride Corp., Gtd. Notes | | 3.50 | | 3/1/2032 | | 637,000 | | 563,779 | |
Simmons Foods, Inc./Simmons Prepared Foods, Inc./Simmons Pet
Food, Inc./Simmons Feed, Scd. Notes | | 4.63 | | 3/1/2029 | | 399,000 | c | 375,529 | |
| 1,860,542 | |
Health
Care - 5.0% | | | | | |
CHEPLAPHARM Arzneimittel GmbH, Sr. Scd. Notes | | 5.50 | | 1/15/2028 | | 435,000 | c | 418,190 | |
CHS/Community Health Systems, Inc., Sr. Scd. Notes | | 5.25 | | 5/15/2030 | | 231,000 | c | 207,289 | |
CHS/Community Health Systems, Inc., Sr. Scd. Notes | | 5.63 | | 3/15/2027 | | 670,000 | c | 649,010 | |
CHS/Community Health Systems, Inc., Sr. Scd. Notes | | 10.88 | | 1/15/2032 | | 308,000 | c | 333,801 | |
Cidron Aida Finco Sarl, Sr. Scd. Bonds | GBP | 6.25 | | 4/1/2028 | | 553,000 | c | 679,032 | |
16
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | a,b | Value
($) | |
Bonds
and Notes - 82.4% (continued) | | | | | |
Health
Care - 5.0% (continued) | | | | | |
Global
Medical Response, Inc., Sr. Scd. Notes | | 10.00 | | 10/31/2028 | | 346,000 | c,d | 345,721 | |
HealthEquity, Inc., Gtd. Notes | | 4.50 | | 10/1/2029 | | 223,000 | c | 213,093 | |
LifePoint Health, Inc., Sr. Scd. Notes | | 9.88 | | 8/15/2030 | | 478,000 | c | 524,811 | |
LifePoint Health, Inc., Sr. Unscd. Notes | | 10.00 | | 6/1/2032 | | 277,000 | c | 300,981 | |
Medline Borrower LP, Sr. Scd. Notes | | 3.88 | | 4/1/2029 | | 216,000 | c | 204,201 | |
Medline Borrower LP, Sr. Unscd. Notes | | 5.25 | | 10/1/2029 | | 194,000 | c | 190,683 | |
Neopharmed Gentili SpA, Sr. Scd. Bonds | EUR | 7.13 | | 4/8/2030 | | 430,000 | c | 489,422 | |
Option Care Health, Inc., Gtd. Notes | | 4.38 | | 10/31/2029 | | 654,000 | c | 620,854 | |
Organon & Co./Organon Foreign Debt Co-Issuer BV, Sr.
Scd. Notes | | 6.75 | | 5/15/2034 | | 360,000 | c | 373,530 | |
Ray Financing LLC, Sr. Scd. Bonds | EUR | 6.50 | | 7/15/2031 | | 200,000 | c | 225,745 | |
Sotera Health Holdings LLC, Sr. Scd. Notes | | 7.38 | | 6/1/2031 | | 316,000 | c | 330,879 | |
Surgery Center Holdings, Inc., Gtd. Notes | | 7.25 | | 4/15/2032 | | 226,000 | c | 237,655 | |
Tenet Healthcare Corp., Sr. Scd. Notes | | 4.25 | | 6/1/2029 | | 345,000 | | 331,401 | |
Tenet Healthcare Corp., Sr. Scd. Notes | | 4.63 | | 6/15/2028 | | 210,000 | | 205,371 | |
| 6,881,669 | |
Industrial
- 1.9% | | | | | |
Arcosa, Inc., Gtd. Notes | | 6.88 | | 8/15/2032 | | 348,000 | c | 362,985 | |
Artera Services LLC, Sr. Scd. Notes | | 8.50 | | 2/15/2031 | | 203,162 | c | 203,809 | |
Assemblin Caverion Group AB, Sr. Scd. Bonds | EUR | 6.25 | | 7/1/2030 | | 250,000 | c | 283,033 | |
Dycom Industries, Inc., Gtd. Notes | | 4.50 | | 4/15/2029 | | 149,000 | c | 143,375 | |
GrafTech Finance, Inc., Sr. Scd. Notes | | 4.63 | | 12/15/2028 | | 208,000 | c | 139,489 | |
GrafTech Global Enterprises, Inc., Sr. Scd. Notes | | 9.88 | | 12/15/2028 | | 179,000 | c | 143,851 | |
17
STATEMENT
OF INVESTMENTS (continued)
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | a,b | Value
($) | |
Bonds
and Notes - 82.4% (continued) | | | | | |
Industrial
- 1.9% (continued) | | | | | |
Husky Injection Molding
Systems Ltd./Titan Co-Borrower LLC, Sr. Scd. Notes | | 9.00 | | 2/15/2029 | | 193,000 | c | 198,082 | |
Mangrove Luxco III Sarl, Sr. Scd. Bonds, (3 Months EURIBOR
+5.00%) | EUR | 8.67 | | 7/15/2029 | | 310,000 | c,e | 343,766 | |
TK Elevator Midco GmbH, Sr. Scd. Bonds | EUR | 4.38 | | 7/15/2027 | | 620,000 | c | 676,164 | |
Vertiv Group Corp., Sr. Scd. Notes | | 4.13 | | 11/15/2028 | | 137,000 | c | 131,600 | |
| 2,626,154 | |
Information
Technology - 2.0% | | | | | |
AthenaHealth Group, Inc., Sr. Unscd. Notes | | 6.50 | | 2/15/2030 | | 1,092,000 | c | 1,045,550 | |
Cloud Software Group, Inc., Scd. Bonds | | 9.00 | | 9/30/2029 | | 301,000 | c | 303,201 | |
Cloud Software Group, Inc., Sr. Scd. Notes | | 6.50 | | 3/31/2029 | | 215,000 | c | 212,084 | |
Cloud Software Group, Inc., Sr. Scd. Notes | | 8.25 | | 6/30/2032 | | 103,000 | c | 107,909 | |
Elastic NV, Sr. Unscd. Notes | | 4.13 | | 7/15/2029 | | 416,000 | c | 387,911 | |
SS&C Technologies, Inc., Gtd. Notes | | 5.50 | | 9/30/2027 | | 350,000 | c | 349,941 | |
UKG, Inc., Sr. Scd. Notes | | 6.88 | | 2/1/2031 | | 354,000 | c | 366,479 | |
| 2,773,075 | |
Insurance
- 2.9% | | | | | |
Acrisure LLC/Acrisure Finance, Inc., Sr. Scd. Notes | | 4.25 | | 2/15/2029 | | 181,000 | c | 169,710 | |
Acrisure LLC/Acrisure Finance, Inc., Sr. Scd. Notes | | 7.50 | | 11/6/2030 | | 309,000 | c | 317,410 | |
Acrisure LLC/Acrisure Finance, Inc., Sr. Unscd. Notes | | 6.00 | | 8/1/2029 | | 190,000 | c | 181,625 | |
Acrisure LLC/Acrisure Finance, Inc., Sr. Unscd. Notes | | 8.25 | | 2/1/2029 | | 349,000 | c | 359,550 | |
Alliant Holdings Intermediate LLC/Alliant Holdings Co-Issuer, Sr.
Scd. Notes | | 6.75 | | 4/15/2028 | | 216,000 | c | 220,215 | |
Alliant Holdings Intermediate LLC/Alliant Holdings Co-Issuer, Sr.
Unscd. Notes | | 6.75 | | 10/15/2027 | | 200,000 | c | 199,289 | |
18
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | a,b | Value
($) | |
Bonds
and Notes - 82.4% (continued) | | | | | |
Insurance
- 2.9% (continued) | | | | | |
Ardonagh Finco Ltd., Sr.
Scd. Notes | | 7.75 | | 2/15/2031 | | 659,000 | c | 680,790 | |
Ardonagh Group Finance Ltd., Sr. Unscd. Notes | | 8.88 | | 2/15/2032 | | 400,000 | c | 414,644 | |
AssuredPartners, Inc., Sr. Unscd. Notes | | 5.63 | | 1/15/2029 | | 560,000 | c | 537,062 | |
Howden UK Refinance PLC/Howden UK Refinance 2 PLC/Howden US
Refinance LLC, Sr. Scd. Notes | | 7.25 | | 2/15/2031 | | 200,000 | c | 205,984 | |
Howden UK Refinance PLC/Howden UK Refinance 2 PLC/Howden US
Refinance LLC, Sr. Unscd. Notes | | 8.13 | | 2/15/2032 | | 400,000 | c | 409,033 | |
Panther Escrow Issuer LLC, Sr. Scd. Notes | | 7.13 | | 6/1/2031 | | 250,000 | c | 260,600 | |
| 3,955,912 | |
Internet
Software & Services - 2.2% | | | | | |
Arches Buyer, Inc., Sr.
Scd. Notes | | 4.25 | | 6/1/2028 | | 410,000 | c | 375,056 | |
Arches Buyer, Inc., Sr. Unscd. Notes | | 6.13 | | 12/1/2028 | | 529,000 | c | 449,443 | |
Match Group Holdings II LLC, Sr. Unscd. Notes | | 4.13 | | 8/1/2030 | | 480,000 | c | 442,563 | |
Newfold Digital Holdings Group, Inc., Sr. Scd. Notes | | 11.75 | | 10/15/2028 | | 120,000 | c | 119,308 | |
The Very Group Funding PLC, Sr. Scd. Bonds | GBP | 6.50 | | 8/1/2026 | | 358,000 | c | 412,273 | |
United Group BV, Sr. Scd. Bonds | EUR | 3.13 | | 2/15/2026 | | 1,180,000 | c | 1,287,140 | |
| 3,085,783 | |
Materials
- 2.8% | | | | | |
Clydesdale Acquisition Holdings, Inc., Gtd. Notes | | 8.75 | | 4/15/2030 | | 410,000 | c | 409,412 | |
Clydesdale Acquisition Holdings, Inc., Sr. Scd. Notes | | 6.88 | | 1/15/2030 | | 148,000 | c | 148,731 | |
Graphic Packaging International LLC, Gtd. Notes | | 6.38 | | 7/15/2032 | | 194,000 | c | 198,594 | |
LABL, Inc., Sr. Scd. Notes | | 6.75 | | 7/15/2026 | | 153,000 | c | 152,364 | |
LABL, Inc., Sr. Scd. Notes | | 9.50 | | 11/1/2028 | | 496,000 | c | 507,539 | |
LABL, Inc., Sr. Unscd. Notes | | 10.50 | | 7/15/2027 | | 348,000 | c | 344,070 | |
19
STATEMENT
OF INVESTMENTS (continued)
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | a,b | Value
($) | |
Bonds
and Notes - 82.4% (continued) | | | | | |
Materials
- 2.8% (continued) | | | | | |
Mauser Packaging Solutions
Holding Co., Scd. Notes | | 9.25 | | 4/15/2027 | | 184,000 | c | 187,083 | |
Mauser Packaging Solutions Holding Co., Sr. Scd. Bonds | | 7.88 | | 4/15/2027 | | 551,000 | c | 570,384 | |
Pactiv Evergreen Group Issuer, Inc./Pactiv Evergreen Group
Issuer LLC, Sr. Scd. Notes | | 4.00 | | 10/15/2027 | | 280,000 | c | 267,616 | |
Trivium Packaging Finance BV, Gtd. Notes | | 8.50 | | 8/15/2027 | | 200,000 | c | 200,333 | |
Trivium Packaging Finance BV, Sr. Scd. Bonds | EUR | 3.75 | | 8/15/2026 | | 380,000 | c | 414,328 | |
Trivium Packaging Finance BV, Sr. Scd. Notes | | 5.50 | | 8/15/2026 | | 430,000 | c | 424,992 | |
| 3,825,446 | |
Media - 3.0% | | | | | |
CCO
Holdings LLC/CCO Holdings Capital Corp., Sr. Unscd. Notes | | 4.25 | | 1/15/2034 | | 251,000 | c | 202,627 | |
CCO Holdings LLC/CCO Holdings Capital Corp., Sr. Unscd. Notes | | 4.50 | | 5/1/2032 | | 211,000 | | 180,366 | |
CCO Holdings LLC/CCO
Holdings Capital Corp., Sr. Unscd. Notes | | 5.00 | | 2/1/2028 | | 360,000 | c | 347,177 | |
CCO Holdings LLC/CCO Holdings Capital Corp., Sr. Unscd. Notes | | 5.13 | | 5/1/2027 | | 248,000 | c | 243,255 | |
CCO Holdings LLC/CCO Holdings Capital Corp., Sr. Unscd. Notes | | 5.38 | | 6/1/2029 | | 256,000 | c | 243,074 | |
Charter Communications Operating LLC/Charter Communications
Operating Capital, Sr. Scd. Notes | | 5.38 | | 5/1/2047 | | 307,000 | | 256,174 | |
CSC Holdings LLC, Gtd. Notes | | 4.13 | | 12/1/2030 | | 200,000 | c | 132,096 | |
CSC Holdings LLC, Gtd. Notes | | 5.50 | | 4/15/2027 | | 380,000 | c | 311,490 | |
CSC Holdings LLC, Gtd. Notes | | 11.25 | | 5/15/2028 | | 420,000 | c | 373,656 | |
DIRECTV Financing LLC/DIRECTV Financing Co-Obligor, Inc., Sr.
Scd. Notes | | 5.88 | | 8/15/2027 | | 180,000 | c | 174,469 | |
DISH Network Corp., Sr. Scd. Notes | | 11.75 | | 11/15/2027 | | 340,000 | c | 345,996 | |
20
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | a,b | Value
($) | |
Bonds
and Notes - 82.4% (continued) | | | | | |
Media
- 3.0% (continued) | | | | | |
Paramount Global, Jr.
Sub. Notes | | 6.38 | | 3/30/2062 | | 102,000 | | 93,336 | |
Paramount Global, Sr.
Unscd. Notes | | 4.95 | | 1/15/2031 | | 557,000 | | 517,672 | |
Sunrise Finco I BV, Sr.
Scd. Notes | | 4.88 | | 7/15/2031 | | 240,000 | c | 223,572 | |
Virgin Media Finance PLC, Gtd. Notes | EUR | 3.75 | | 7/15/2030 | | 280,000 | c | 275,223 | |
Ziggo Bond Co. BV, Gtd. Notes | | 5.13 | | 2/28/2030 | | 330,000 | c | 298,231 | |
| 4,218,414 | |
Metals
& Mining - 1.5% | | | | | |
Cleveland-Cliffs, Inc., Gtd. Notes | | 6.75 | | 4/15/2030 | | 198,000 | c | 200,986 | |
Compass Minerals International, Inc., Gtd. Notes | | 6.75 | | 12/1/2027 | | 454,000 | c | 442,859 | |
First Quantum Minerals Ltd., Scd. Notes | | 9.38 | | 3/1/2029 | | 200,000 | c | 213,051 | |
FMG Resources August 2006 Pty Ltd., Gtd. Notes | | 4.38 | | 4/1/2031 | | 390,000 | c | 358,159 | |
Samarco Mineracao SA, Sr. Unscd. Notes | | 9.00 | | 6/30/2031 | | 552,056 | d | 514,420 | |
Taseko Mines Ltd., Sr. Scd. Notes | | 8.25 | | 5/1/2030 | | 281,000 | c | 292,337 | |
| 2,021,812 | |
Real
Estate - 2.7% | | | | | |
Anywhere Real Estate Group LLC/Realogy Co-Issuer Corp., Gtd.
Notes | | 5.75 | | 1/15/2029 | | 175,000 | c | 125,784 | |
Diversified Healthcare Trust, Gtd. Notes | | 9.75 | | 6/15/2025 | | 116,000 | | 116,298 | |
Diversified Healthcare Trust, Sr. Unscd. Notes | | 4.75 | | 2/15/2028 | | 257,000 | | 226,089 | |
Emeria SASU, Sr.
Scd. Bonds | EUR | 7.75 | | 3/31/2028 | | 310,000 | c | 323,399 | |
Ladder Capital Finance Holdings LLLP/Ladder Capital Finance
Corp., Gtd. Notes | | 4.25 | | 2/1/2027 | | 1,200,000 | c | 1,165,688 | |
Park Intermediate Holdings LLC/PK Domestic Property LLC/PK
Finance Co-Issuer, Sr. Scd. Notes | | 4.88 | | 5/15/2029 | | 312,000 | c | 297,895 | |
21
STATEMENT
OF INVESTMENTS (continued)
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | a,b | Value
($) | |
Bonds
and Notes - 82.4% (continued) | | | | | |
Real
Estate - 2.7% (continued) | | | | | |
RHP
Hotel Properties LP/RHP Finance Corp., Gtd. Notes | | 6.50 | | 4/1/2032 | | 296,000 | c | 305,070 | |
Rithm Capital Corp., Sr. Unscd. Notes | | 8.00 | | 4/1/2029 | | 564,000 | c | 561,840 | |
RLJ Lodging Trust LP, Sr. Scd. Notes | | 4.00 | | 9/15/2029 | | 245,000 | c | 222,561 | |
Starwood Property Trust, Inc., Sr. Unscd. Notes | | 7.25 | | 4/1/2029 | | 207,000 | c | 215,730 | |
Uniti Group LP/Uniti Group Finance, Inc./CSL Capital LLC, Sr.
Scd. Notes | | 10.50 | | 2/15/2028 | | 218,000 | c | 223,920 | |
| 3,784,274 | |
Retailing - 1.9% | | | | | |
Beacon
Roofing Supply, Inc., Gtd. Notes | | 4.13 | | 5/15/2029 | | 201,000 | c | 187,732 | |
Carvana Co., Sr. Scd. Notes | | 12.00 | | 12/1/2028 | | 151,596 | c,d | 157,469 | |
Carvana Co., Sr. Scd. Notes | | 13.00 | | 6/1/2030 | | 253,470 | c,d | 270,815 | |
Fertitta Entertainment LLC/Fertitta Entertainment Finance Co.,
Inc., Gtd. Notes | | 6.75 | | 1/15/2030 | | 166,000 | c | 149,483 | |
Fertitta Entertainment LLC/Fertitta Entertainment Finance Co.,
Inc., Sr. Scd. Notes | | 4.63 | | 1/15/2029 | | 117,000 | c | 109,535 | |
Foundation Building Materials, Inc., Gtd. Notes | | 6.00 | | 3/1/2029 | | 560,000 | c | 502,986 | |
Nordstrom, Inc., Sr. Unscd. Notes | | 4.25 | | 8/1/2031 | | 150,000 | | 133,804 | |
Nordstrom, Inc., Sr. Unscd. Notes | | 4.38 | | 4/1/2030 | | 100,000 | | 92,202 | |
Shiba Bidco SpA, Sr. Scd. Bonds | EUR | 4.50 | | 10/31/2028 | | 291,000 | c | 313,228 | |
Walgreens Boots Alliance, Inc., Sr. Unscd. Notes | | 8.13 | | 8/15/2029 | | 171,000 | | 171,448 | |
White Cap Buyer LLC, Sr.
Unscd. Notes | | 6.88 | | 10/15/2028 | | 405,000 | c | 402,515 | |
White Cap Parent LLC, Sr. Unscd. Notes | | 8.25 | | 3/15/2026 | | 167,000 | c,d | 167,526 | |
| 2,658,743 | |
Telecommunication
Services - 2.9% | | | | | |
Altice Financing SA, Sr. Scd. Bonds | | 5.75 | | 8/15/2029 | | 200,000 | c | 154,293 | |
22
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | a,b | Value
($) | |
Bonds
and Notes - 82.4% (continued) | | | | | |
Telecommunication
Services - 2.9% (continued) | | | | | |
C&W
Senior Finance Ltd., Sr. Unscd. Notes | | 6.88 | | 9/15/2027 | | 400,000 | c | 394,221 | |
Consolidated Communications, Inc., Sr. Scd. Notes | | 6.50 | | 10/1/2028 | | 311,000 | c | 285,421 | |
Frontier Communications Holdings LLC, Scd. Notes | | 6.75 | | 5/1/2029 | | 280,000 | c | 270,339 | |
Frontier Communications Holdings LLC, Sr. Scd. Notes | | 8.63 | | 3/15/2031 | | 102,000 | c | 108,034 | |
Frontier Communications Holdings LLC, Sr. Scd. Notes | | 8.75 | | 5/15/2030 | | 211,000 | c | 222,470 | |
Iliad Holding SASU, Sr. Scd. Bonds | | 8.50 | | 4/15/2031 | | 590,000 | c | 625,852 | |
Level 3 Financing, Inc., Sr. Scd. Notes | | 10.50 | | 4/15/2029 | | 567,000 | c | 610,642 | |
Lumen Technologies, Inc., Sr. Scd. Notes | | 4.13 | | 4/15/2029 | | 116,450 | c | 91,413 | |
Optics Bidco SpA, Sr. Scd. Notes, Ser. 2038 | | 7.72 | | 6/4/2038 | | 410,000 | c | 444,993 | |
PLT VII Finance Sarl, Sr. Scd. Bonds, (3 Months EURIBOR
+3.50%) | EUR | 7.24 | | 6/15/2031 | | 320,000 | c,e | 354,232 | |
Telecom Italia Capital SA, Gtd. Notes | | 7.72 | | 6/4/2038 | | 160,000 | | 169,835 | |
Zayo Group Holdings, Inc., Sr. Scd. Notes | | 4.00 | | 3/1/2027 | | 308,000 | c | 269,179 | |
| 4,000,924 | |
Utilities
- 2.1% | | | | | |
Calpine Corp., Sr. Unscd. Notes | | 4.63 | | 2/1/2029 | | 155,000 | c | 147,972 | |
Calpine Corp., Sr. Unscd. Notes | | 5.00 | | 2/1/2031 | | 385,000 | c | 369,400 | |
NextEra Energy Operating Partners LP, Gtd. Notes | | 3.88 | | 10/15/2026 | | 274,000 | c | 265,308 | |
NextEra Energy Operating Partners LP, Sr. Unscd. Notes | | 7.25 | | 1/15/2029 | | 337,000 | c | 353,130 | |
NRG Energy, Inc., Gtd. Notes | | 3.88 | | 2/15/2032 | | 310,000 | c | 278,376 | |
NRG Energy, Inc., Gtd. Notes | | 5.25 | | 6/15/2029 | | 140,000 | c | 138,496 | |
NRG Energy, Inc., Jr. Sub. Bonds | | 10.25 | | 3/15/2028 | | 300,000 | c,f | 334,186 | |
PG&E Corp., Sr. Scd. Notes | | 5.00 | | 7/1/2028 | | 345,000 | | 338,198 | |
Vistra Corp., Jr. Sub. Bonds | | 7.00 | | 12/15/2026 | | 146,000 | c,f | 147,698 | |
Vistra Operations Co. LLC, Gtd. Notes | | 4.38 | | 5/1/2029 | | 126,000 | c | 120,711 | |
23
STATEMENT
OF INVESTMENTS (continued)
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | a,b | Value
($) | |
Bonds
and Notes - 82.4% (continued) | | | | | |
Utilities
- 2.1% (continued) | | | | | |
Vistra Operations Co.
LLC, Gtd. Notes | | 6.88 | | 4/15/2032 | | 151,000 | c | 156,941 | |
Vistra Operations Co. LLC, Gtd. Notes | | 7.75 | | 10/15/2031 | | 270,000 | c | 287,484 | |
| 2,937,900 | |
Total Bonds
and Notes (cost $109,992,736) | | 113,963,400 | |
| | | | | | | | |
Floating
Rate Loan Interests - 27.1% | | | | | |
Advertising - .3% | | | | | |
CB
Poly US Holdings, Inc., Initial Term Loan, (3 Months SOFR +5.50%) | | 10.83 | | 5/21/2029 | | 130,154 | e | 126,983 | |
Dotdash Meredith, Inc., Term Loan B, (1 Month SOFR +4.10%) | | 9.44 | | 12/1/2028 | | 148,625 | e | 148,904 | |
Neptune BidCo US, Inc., Term Loan B, (3 Months SOFR +5.10%) | | 10.40 | | 4/11/2029 | | 207,731 | e | 199,423 | |
| 475,310 | |
Automobiles & Components - .4% | | | | | |
First
Brands Group LLC, 2021 First Lien Term Loan, (3 Months SOFR +5.26%) | | 10.51 | | 3/30/2027 | | 72,357 | e | 71,634 | |
First Brands Group LLC, 2022 Incremental Term Loan, (3 Months
SOFR +5.26%) | | 10.51 | | 3/30/2027 | | 237,281 | e | 234,909 | |
IXS Holdings, Inc., Initial Term Loan, (1 Month SOFR +4.35%) | | 9.60 | | 3/5/2027 | | 71,000 | e | 69,299 | |
IXS Holdings, Inc., Initial Term Loan, (1 Month SOFR +4.35%) | | 9.60 | | 3/5/2027 | | 124,634 | e | 121,648 | |
| 497,490 | |
24
| | | | | | | | | |
|
Description | Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | a,b | Value
($) | |
Floating
Rate Loan Interests - 27.1% (continued) | | | | | |
Building
Materials - 1.1% | | | | | |
Cornerstone Building Brands, Inc., New Term Loan B, (1 Month
SOFR +3.35%) | | 8.69 | | 4/12/2028 | | 196,646 | e | 191,435 | |
LSF10 XL Bidco SCA, Facility Term Loan B-4, (3 Months EURIBOR
+4.18%) | EUR | 7.90 | | 4/10/2028 | | 1,280,206 | e | 1,338,934 | |
| 1,530,369 | |
Chemicals - 1.0% | | | | | |
Hexion
Holdings Corp., First Lien Initial Term Loan, (3 Months SOFR +4.65%) | | 9.77 | | 3/15/2029 | | 398,225 | e | 397,193 | |
OQ Chemicals International Holding Drei GmbH, Tranche Term
Loan B-1, (3 Months EURIBOR +3.75%) | EUR | 7.50 | | 10/14/2024 | | 1,020,437 | e | 1,018,333 | |
| 1,415,526 | |
Commercial & Professional Services - 3.6% | | | | | |
Albion
Financing 3 Sarl, 2024 New Amended Euro Term Loan, (3 Months EURIBOR +4.25%) | EUR | 7.96 | | 8/2/2029 | | 1,000,000 | e | 1,113,967 | |
American Auto Auction Group LLC, Tranche Term Loan B, (3
Months SOFR +5.15%) | | 10.48 | | 12/30/2027 | | 357,484 | e | 358,377 | |
CIBT Global, Inc., First Lien Term Loan, (3 Months SOFR
+1.26%) | | 6.60 | | 6/30/2027 | | 1,124,346 | e | 528,443 | |
Envalior Finance GmbH, USD Facility Term Loan B-1, (3 Months
SOFR +5.50%) | | 10.75 | | 4/3/2030 | | 130,673 | e | 122,505 | |
Indy US Bidco LLC, 2021 Refinancing Term Loan, (1 Month
EURIBOR +3.75%) | EUR | 7.34 | | 3/6/2028 | | 987,310 | e | 1,081,277 | |
KUEHG Corp., Term Loan B, (3 Months SOFR +4.50%) | | 9.83 | | 6/12/2030 | | 312,834 | e | 314,746 | |
Modulaire Group Holdings Ltd., Term Loan B, (3 Months EURIBOR
+4.18%) | EUR | 7.90 | | 12/22/2028 | | 1,000,000 | e | 1,092,500 | |
RLG Holdings LLC, First Lien Closing Date Initial Term Loan,
(1 Month SOFR +4.36%) | | 9.61 | | 7/10/2028 | | 212,769 | e | 206,918 | |
25
STATEMENT
OF INVESTMENTS (continued)
| | | | | | | | | |
|
Description | Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | a,b | Value
($) | |
Floating
Rate Loan Interests - 27.1% (continued) | | | | | |
Commercial
& Professional Services - 3.6% (continued) | | | | | |
Signal
Parent, Inc., Initial Term Loan, (1 Month SOFR +3.60%) | | 8.85 | | 4/3/2028 | | 119,692 | e | 105,585 | |
Vaco Holdings LLC, Initial Term Loan, (3 Months SOFR +5.15%) | | 10.48 | | 1/22/2029 | | 119,337 | e | 115,787 | |
| 5,040,105 | |
Consumer Discretionary - 1.7% | | | | | |
Bally's
Corp., Facility Term Loan B, (3 Months SOFR +3.51%) | | 8.79 | | 10/2/2028 | | 155,327 | e | 149,128 | |
Crown Finance US, Inc., Initial Term Loan, (1 Month SOFR
+1.61%) | | 6.86 | | 7/31/2028 | | 137,645 | d,e | 140,119 | |
Fitness International LLC, Term Loan B, (1-3 Months SOFR
+5.25%) | | 10.51 | | 2/12/2029 | | 170,501 | e | 170,288 | |
Recess Holdings, Inc., Initial Term Loan, (3 Months SOFR
+4.50%) | | 9.75 | | 2/20/2030 | | 198,392 | e | 199,228 | |
Stage Entertainment BV, Facility Term Loan B-2, (3 Months
EURIBOR +3.25%) | EUR | 6.81 | | 5/4/2026 | | 1,000,000 | e | 1,103,233 | |
Tecta America Corp., First Lien Initial Term Loan, (1 Month
SOFR +4.11%) | | 9.36 | | 4/10/2028 | | 433,634 | e | 435,756 | |
Verde Purchaser LLC, Initial Term Loan, (3 Months SOFR +4.50%) | | 9.83 | | 12/2/2030 | | 140,000 | e | 140,292 | |
| 2,338,044 | |
Consumer Staples - .2% | | | | | |
Hunter
Douglas, Inc., Tranche Term Loan B-1, (3 Months SOFR +3.50%) | | 8.57 | | 2/26/2029 | | 244,162 | e | 243,399 | |
26
| | | | | | | | | |
|
Description | Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | a,b | Value
($) | |
Floating
Rate Loan Interests - 27.1% (continued) | | | | | |
Diversified
Financials - .3% | | | | | |
Nexus Buyer LLC, Refinancing Term Loan, (1 Month SOFR +4.00%) | | 9.25 | | 7/18/2031 | | 209,475 | e | 208,057 | |
Russell Investments US Institutional Holdco, Inc., 2027 Term
Loan, (3 Months SOFR +5.00%) | | 10.25 | | 6/1/2027 | | 306,268 | d,e | 270,773 | |
| 478,830 | |
Electronic Components - .8% | | | | | |
ADB
Safegate BVBA, Facility Term Loan B, (6 Months EURIBOR +4.75%) | EUR | 8.51 | | 10/5/2026 | | 1,000,000 | e | 1,086,404 | |
Energy - .6% | | | | | |
Freeport
LNG Investments LLLP, Initial Term Loan B, (3 Months SOFR +3.76%) | | 9.04 | | 12/21/2028 | | 487,608 | e | 485,201 | |
WaterBridge Midstream Operating LLC, Term Loan B, (3 Months
SOFR +4.75%) | | 10.09 | | 6/27/2029 | | 191,827 | e | 191,060 | |
WaterBridge NDB Operating LLC, Initial Term Loan, (3 Months
SOFR +4.50%) | | 9.60 | | 5/10/2029 | | 137,681 | e | 138,111 | |
| 814,372 | |
Environmental Control - .0% | | | | | |
Win
Waste Innovations Holdings, Inc., Initial Term Loan, (1 Month SOFR +2.75%) | | 8.11 | | 3/27/2028 | | 79,794 | e | 74,935 | |
Financials - .1% | | | | | |
Jump
Financial LLC, Term Loan, (3 Months SOFR +4.76%) | | 10.10 | | 8/7/2028 | | 127,723 | e | 127,404 | |
Food Products - 2.1% | | | | | |
Biscuit
Holding SASU, Facility Term Loan B, (6 Months EURIBOR +4.00%) | EUR | 7.86 | | 2/14/2027 | | 1,000,000 | e | 1,041,552 | |
Max US Bidco, Inc., Initial Term Loan, (1 Month SOFR +5.00%) | | 10.25 | | 10/2/2030 | | 184,538 | e | 173,740 | |
ZF Invest SAS, Term Loan B, (3 Months EURIBOR +3.48%) | EUR | 7.18 | | 7/12/2028 | | 1,500,000 | e | 1,635,301 | |
| 2,850,593 | |
27
STATEMENT
OF INVESTMENTS (continued)
| | | | | | | | | |
|
Description | Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | a,b | Value
($) | |
Floating
Rate Loan Interests - 27.1% (continued) | | | | | |
Food
Service - .3% | | | | | |
PAX Holdco Spain SL, Term Loan B, (6 Months EURIBOR +5.00%) | EUR | 8.74 | | 12/31/2029 | | 334,041 | e | 368,813 | |
Health
Care - 6.8% | | | | | |
Alvogen Pharma US, Inc., 2022 New Extended June Term Loan,
(3 Months SOFR +7.65%) | | 12.98 | | 6/30/2025 | | 468,437 | e | 422,471 | |
Auris Luxembourg III SA, Facility Term Loan B-4, (6 Months
SOFR +4.68%) | | 9.56 | | 2/8/2029 | | 883,048 | e | 889,397 | |
Chrome Bidco SASU, Facility Term Loan B, (1 Month EURIBOR
+3.70%) | EUR | 7.29 | | 6/1/2028 | | 1,000,000 | e | 1,010,977 | |
eResearchTechnology, Inc., Tranche Term Loan B-1, (1 Month
SOFR +4.00%) | | 9.25 | | 2/4/2027 | | 340,173 | e | 342,488 | |
Financiere Verdi I SASU, Facility Term Loan B, (3 Months
EURIBOR +4.50%) | GBP | 9.49 | | 4/15/2028 | | 1,000,000 | e | 1,218,086 | |
Gainwell Acquisition Corp., Term Loan B, (3 Months SOFR
+4.10%) | | 9.43 | | 10/1/2027 | | 291,659 | e | 266,139 | |
HomeVi SASU, Additional Senior Facility Term Loan B-3 ,
(3 Months EURIBOR +5.00%) | EUR | 8.64 | | 10/23/2029 | | 1,000,000 | e | 1,055,657 | |
Inovie SASU, Senior Facility Term Loan B, (3 Months EURIBOR
+4.00%) | EUR | 7.72 | | 3/3/2028 | | 2,000,000 | e | 2,182,225 | |
LifePoint Health, Inc., 2024 Repricing Term Loan B, (3 Months
SOFR +4.75%) | | 10.05 | | 11/16/2028 | | 179,550 | e | 180,437 | |
Radiology Partners, Inc., Term Loan C, (3 Months SOFR +3.76%) | | 8.88 | | 1/31/2029 | | 330,204 | d,e | 315,656 | |
28
| | | | | | | | | |
|
Description | Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | a,b | Value
($) | |
Floating
Rate Loan Interests - 27.1% (continued) | | | | | |
Health
Care - 6.8% (continued) | | | | | |
Sirona
BidCo SASU, Facility Term Loan B, (3 Months EURIBOR +4.50%) | EUR | 8.22 | | 12/18/2028 | | 1,000,000 | e | 1,003,703 | |
US Anesthesia Partners, Inc., Initial Term Loan, (1 Month
SOFR +4.36%) | | 9.71 | | 10/2/2028 | | 468,234 | e | 459,941 | |
| 9,347,177 | |
Industrial - 2.2% | | | | | |
Ammega
Group BV, 2023 Facility Term Loan B-2, (3 Months EURIBOR +5.00%) | EUR | 8.72 | | 12/1/2028 | | 1,016,960 | e | 1,125,614 | |
Artera Services LLC, Tranche Term Loan C, (3 Months SOFR
+4.50%) | | 9.83 | | 2/10/2031 | | 110,556 | e | 109,779 | |
CPM Holdings, Inc., Initial Term Loan, (1 Month SOFR +4.50%) | | 9.84 | | 9/28/2028 | | 171,587 | e | 165,742 | |
DXP Enterprises, Inc., Initial Term Loan, (3 Months SOFR
+4.85%) | | 10.16 | | 10/7/2030 | | 189,048 | e | 190,386 | |
KP Germany Erste GmbH, Facility Term Loan B, (6 Months EURIBOR
+4.73%) | EUR | 8.13 | | 2/9/2026 | | 1,000,000 | e | 1,052,584 | |
LSF12 Badger Bidco LLC, Initial Term Loan, (1 Month SOFR
+6.00%) | | 11.25 | | 7/10/2030 | | 88,592 | e | 87,263 | |
STS Operating, Inc., First Refinancing Term Loan, (1 Month
SOFR +4.10%) | | 9.35 | | 3/25/2031 | | 152,345 | e | 151,837 | |
Titan Acquisition Ltd., Amendment No. 5 Refinancing Term
Loan, (3 Months SOFR +5.00%) | | 10.33 | | 2/15/2029 | | 107,678 | e | 107,192 | |
| 2,990,397 | |
Information Technology - .4% | | | | | |
Cloud
Software Group, Inc., Term Loan B, (3 Months SOFR +4.00%) | | 9.33 | | 3/29/2029 | | 192,941 | e | 193,127 | |
HS Purchaser LLC, First Lien 7th Amendment Refinancing Term
Loan, (1 Month SOFR +4.10%) | | 9.35 | | 11/30/2026 | | 93,504 | e | 86,511 | |
29
STATEMENT
OF INVESTMENTS (continued)
| | | | | | | | | |
|
Description | Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | a,b | Value
($) | |
Floating
Rate Loan Interests - 27.1% (continued) | | | | | |
Information
Technology - .4% (continued) | | | | | |
Mitchell
International, Inc., Initial Term Loan, (1 Month SOFR +3.25%) | | 8.50 | | 6/17/2031 | | 200,000 | e | 198,519 | |
West Technology Group LLC, Term Loan B-3, (3 Months SOFR
+4.00%) | | 9.50 | | 4/12/2027 | | 121,790 | e | 116,025 | |
| 594,182 | |
Insurance - 1.0% | | | | | |
Amynta
Agency Borrower, Inc., 2024 Refinancing Term Loan, (1-3 Months SOFR +3.75%) | | 9.00 | | 2/28/2028 | | 426,373 | e | 427,401 | |
Asurion LLC, Second Lien Term Loan B-3, (1 Month SOFR +5.36%) | | 10.61 | | 2/3/2028 | | 948,450 | e | 895,123 | |
| 1,322,524 | |
Internet Software & Services - 1.5% | | | | | |
Arches
Buyer, Inc., Refinancing Term Loan, (1 Month SOFR +3.35%) | | 8.60 | | 12/6/2027 | | 148,837 | e | 144,047 | |
Endure Digital, Inc., Initial Term Loan, (1 Month SOFR +3.61%) | | 8.96 | | 2/10/2028 | | 184,546 | e | 165,548 | |
MH Sub I LLC, 2023 May New Term Loan, (1 Month SOFR +4.25%) | | 9.50 | | 5/3/2028 | | 327,446 | e | 327,019 | |
StubHub Holdco Sub LLC, Extended USD Term Loan B, (1 Month
SOFR +4.75%) | | 10.00 | | 3/15/2030 | | 230,449 | e | 230,257 | |
THG Operations Holdings Ltd., Facility Term Loan B, (6 Months
EURIBOR +4.50%) | EUR | 8.25 | | 12/11/2026 | | 1,000,000 | e | 1,023,722 | |
Weddingwire, Inc., Term Loan, (1 Month SOFR +4.50%) | | 9.84 | | 1/31/2028 | | 249,375 | e | 250,310 | |
| 2,140,903 | |
30
| | | | | | | | | |
|
Description | Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | a,b | Value
($) | |
Floating
Rate Loan Interests - 27.1% (continued) | | | | | |
Materials
- .4% | | | | | |
Crosby US Acquisition Corp., Amendment No. 3 Replacement
Term Loan, (1 Month SOFR +4.00%) | | 9.25 | | 8/16/2029 | | 109,450 | e | 110,100 | |
Proampac PG Borrower LLC, 2024 Term Loan B, (3 Months SOFR
+4.00%) | | 9.23 | | 9/15/2028 | | 417,264 | e | 419,177 | |
| 529,277 | |
Real Estate - .3% | | | | | |
CoreLogic,
Inc., First Lien Initial Term Loan, (1 Month SOFR +3.61%) | | 8.86 | | 6/2/2028 | | 250,099 | e | 247,735 | |
Forest City Enterprises LP, Term Loan B, (1 Month SOFR +3.61%) | | 8.87 | | 12/8/2025 | | 110,000 | e | 105,757 | |
| 353,492 | |
Retailing - .1% | | | | | |
Foundation
Building Materials, Inc., 2024 Incremental Term Loan, (1-3 Months SOFR +4.00%) | | 9.25 | | 1/29/2031 | | 114,713 | e | 111,434 | |
New Look Corporate Ltd., Term Loan, (1 Month SOFR FLAT) | GBP | 0.00 | | 11/9/2029 | | 24,012 | e,g | 788 | |
| 112,222 | |
Technology Hardware & Equipment - 1.1% | | | | | |
Expleo
Services SAS, Term Loan B, (6 Months EURIBOR +5.00%) | EUR | 8.86 | | 9/28/2027 | | 1,000,000 | e | 1,105,400 | |
Indy US Holdco LLC, Ninth Amended Dollar Term Loan, (1 Month
SOFR +4.75%) | | 10.00 | | 3/6/2028 | | 301,950 | e | 301,008 | |
Perforce Software, Inc., Term Loan, (1 Month SOFR +3.85%) | | 9.10 | | 7/1/2026 | | 188,031 | e | 187,993 | |
| 1,594,401 | |
Telecommunication Services - .7% | | | | | |
CCI
Buyer, Inc., First Lien Initial Term Loan, (3 Months SOFR +4.00%) | | 9.33 | | 12/17/2027 | | 209,357 | e | 210,011 | |
Consolidated Communications, Inc., Term Loan B-1, (1 Month
SOFR +3.61%) | | 8.86 | | 10/4/2027 | | 450,000 | e | 432,315 | |
31
STATEMENT
OF INVESTMENTS (continued)
| | | | | | | | | |
|
Description | Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | a,b | Value
($) | |
Floating
Rate Loan Interests - 27.1% (continued) | | | | | |
Telecommunication
Services - .7% (continued) | | | | | |
Lumen
Technologies, Inc., Term Loan B-1, (1 Month SOFR +2.46%) | | 7.74 | | 4/16/2029 | | 100,705 | e | 81,676 | |
Lumen Technologies, Inc., Term Loan B-2, (1 Month SOFR +2.46%) | | 7.74 | | 4/15/2030 | | 100,705 | e | 79,612 | |
Zayo Group Holdings, Inc., Initial Dollar Term Loan, (1
Month SOFR +3.00%) | | 8.36 | | 3/9/2027 | | 174,575 | e | 161,618 | |
| 965,232 | |
Transportation - .1% | | | | | |
PODS
LLC, Term Loan, (3 Months SOFR +3.26%) | | 8.51 | | 3/31/2028 | | 163,737 | e | 152,583 | |
Total Floating Rate Loan Interests (cost
$37,236,374) | | 37,443,984 | |
| | | | | Shares | b | | |
Common
Stocks - .0% | | | | | |
Retailing
- .0% | | | | | |
New Look, Cl. B (cost
$0) | | | | | | 611,628 | g,h | 0 | |
| | | | | | | | |
Exchange-Traded
Funds - 1.5% | | | | | |
Registered
Investment Companies - 1.5% | | | | | |
iShares 10+ Year Investment
Grade Corporate Bond ETF | | | | | | 10,220 | | 535,324 | |
iShares 1-5 Year Investment Grade Corporate Bond ETF | | | | | | 10,160 | | 531,673 | |
iShares 5-10 Year Investment
Grade Corporate Bond ETF | | | | | | 10,070 | | 534,314 | |
iShares iBoxx Investment Grade Corporate Bond ETF | | | | | | 4,800 | | 533,808 | |
Total Exchange-Traded
Funds (cost $2,098,942) | | 2,135,119 | |
32
| | | | | | | | | |
|
Description | 1-Day Yield
(%) | | | | Shares | | Value
($) | |
Investment
Companies - 2.9% | | | | | |
Registered
Investment Companies - 2.9% | | | | | |
Dreyfus Institutional Preferred Government
Plus Money Market Fund, Institutional Shares (cost $3,942,345) | | 5.40 | | | | 3,942,345 | i | 3,942,345 | |
Total
Investments (cost $153,270,397) | | 113.9% | 157,484,848 | |
Liabilities, Less Cash and Receivables | | (13.9%) | (19,185,724) | |
Net Assets | | 100.0% | 138,299,124 | |
ETF—Exchange-Traded
Fund
EURIBOR—Euro Interbank Offered Rate
SOFR—Secured Overnight Financing Rate
TSFR—Term Secured Overnight Financing
Rate Reference Rates
EUR—Euro
GBP—British Pound
a Amount stated in U.S. Dollars unless otherwise noted above.
b Security,
or portion thereof, has been pledged as collateral for the fund’s Revolving Credit and Security Agreement.
c Security
exempt from registration pursuant to Rule 144A under the Securities Act of 1933. These securities may
be resold in transactions exempt from registration, normally to qualified institutional buyers. At August
31, 2024, these securities were valued at $106,904,250 or 77.3% of net assets.
d Payment-in-kind security and interest may be paid in additional
par.
e Variable
rate security—interest rate resets periodically and rate shown is the interest rate in effect at period
end. Security description also includes the reference rate and spread if published and available.
f Security
is a perpetual bond with no specified maturity date. Maturity date shown is next reset date of the bond.
g The
fund held Level 3 securities at August 31, 2024. These securities were valued at $788 or .0% of net assets.
h Non-income
producing security.
i Investment
in affiliated issuer. The investment objective of this investment company is publicly available and can
be found within the investment company’s prospectus.
| | | | | | |
Affiliated Issuers | | | |
Description | Value
($) 8/31/2023 | Purchases ($)† | Sales
($) | Value
($) 8/31/2024 | Dividends/ Distributions
($) | |
Registered Investment Companies - 2.9% | | |
Dreyfus Institutional Preferred Government Plus Money Market
Fund, Institutional Shares - 2.9% | 3,176,789 | 121,008,876 | (120,243,320) | 3,942,345 | 215,681 | |
33
STATEMENT
OF INVESTMENTS (continued)
† Includes
reinvested dividends/distributions.
See
notes to financial statements.
| | | | | |
Forward Foreign Currency Exchange Contracts | |
Counterparty/
Purchased Currency | Purchased
Currency Amounts | Currency Sold | Sold
Currency Amounts | Settlement Date | Unrealized
Appreciation (Depreciation) ($) |
Citigroup Global Markets, Inc. |
United States Dollar | 22,019,710 | Euro | 19,765,000 | 9/30/2024 | 141,456 |
Euro | 1,050,000 | United
States Dollar | 1,163,415 | 9/30/2024 | (1,150) |
United States Dollar | 9,831,720 | Euro | 8,825,000 | 9/30/2024 | 63,160 |
United States Dollar | 19,870,864 | Euro | 17,815,000 | 9/24/2024 | 156,281 |
Goldman Sachs & Co.
LLC |
United States Dollar | 1,759,681 | British Pound | 1,340,000 | 9/30/2024 | (634) |
United
States Dollar | 2,967,819 | British Pound | 2,260,000 | 9/30/2024 | (1,071) |
Gross
Unrealized Appreciation | | | 360,897 |
Gross
Unrealized Depreciation | | | (2,855) |
See
notes to financial statements.
34
STATEMENT
OF ASSETS AND LIABILITIES
August 31, 2024
| | | | | | |
| | | | | | |
| | | Cost | | Value | |
Assets ($): | | | | |
Investments in securities—See Statement of Investments | | | |
Unaffiliated issuers | 149,328,052 | | 153,542,503
| |
Affiliated issuers | | 3,942,345 | | 3,942,345
| |
Cash | | | | | 197,508 | |
Cash
denominated in foreign currency | | | 1,801,102 | | 1,789,576 | |
Receivable
for investment securities sold | | 2,602,641 | |
Dividends and interest receivable | | 2,322,389 | |
Unrealized
appreciation on forward foreign currency exchange contracts—Note 4 | | 360,897 | |
Prepaid
expenses | | | | | 19,444 | |
| | | | |
164,777,303 | |
Liabilities ($): | | | | |
Due to BNY Mellon Investment Adviser, Inc.
and affiliates—Note 3(b) | | 127,988 | |
Loan payable ($25,500,000
face amount, respectively, report net of unamortized debt issuance cost
of $14,695)—Note 2 | | 25,485,305 | |
Distributions payable | | 525,026 | |
Payable
for investment securities purchased | | 263,229
| |
Interest and loan fees payable—Note
2 | | 5,719 | |
Directors’ fees and expenses payable | | 3,467 | |
Unrealized
depreciation on forward foreign currency exchange contracts—Note 4 | | 2,855 | |
Other
accrued expenses | | | | | 64,590 | |
| | | | |
26,478,179 | |
Net Assets ($) | | |
138,299,124 | |
Composition of Net Assets ($): | | | | |
Paid-in capital | | | | | 146,759,062 | |
Total distributable earnings
(loss) | | | | | (8,459,938) | |
Net
Assets ($) | | |
138,299,124 | |
| | | | |
Shares
Outstanding | | |
(100 million shares of $.001
par value Common Stock authorized) |
15,000,727 | |
Net Asset Value Per Share ($) | | 9.22 | |
| | | | |
See notes to financial statements. | | | | |
35
STATEMENT
OF OPERATIONS
Year
Ended August 31, 2024
| | | | | | |
| | | | | | |
| | | | | | |
Investment
Income ($): | | | | |
Income: | | | | |
Interest | | | 17,090,729 | |
Dividends: | |
Unaffiliated issuers | | | 7,705 | |
Affiliated issuers | | | 215,681 | |
Total
Income | | |
17,314,115 | |
Expenses: | | | | |
Management fee—Note 3(a) | | | 1,492,216 | |
Interest
expense and loan fees—Note 2 | | | 3,386,202 | |
Professional
fees | | | 156,625 | |
Directors’
fees and expenses—Note 3(c) | | | 39,867 | |
Registration
fees | | | 25,736 | |
Custodian
fees—Note 3(b) | | | 19,450 | |
Prospectus
and shareholders’ reports | | | 16,754 | |
Shareholder
servicing costs | | | 13,312 | |
Chief
Compliance Officer fees—Note 3(b) | | | 12,588 | |
Miscellaneous | | | 229,099 | |
Total
Expenses | | |
5,391,849 | |
Net Investment Income | | |
11,922,266 | |
Realized and Unrealized Gain (Loss) on Investments—Note 4
($): | | |
Net realized gain (loss)
on investments and foreign currency transactions | (2,493,223) | |
Net
realized gain (loss) on forward foreign currency exchange contracts | (621,826) | |
Net Realized Gain (Loss) | | | (3,115,049) | |
Net
change in unrealized appreciation (depreciation) on investments and foreign
currency transactions |
11,962,582 | |
Net
change in unrealized appreciation (depreciation) on forward foreign currency
exchange contracts | 290,486
| |
Net Change in Unrealized Appreciation (Depreciation) | 12,253,068 | |
Net Realized and Unrealized Gain (Loss) on Investments | 9,138,019 | |
Net Increase in Net Assets Resulting from Operations | 21,060,285 | |
| | | | | | |
See
notes to financial statements. | | | | | |
36
STATEMENT
OF CASH FLOWS
Year
Ended August 31, 2024
| | | | | | |
| | | | | |
| | | | | | |
Cash Flows from Operating Activities ($): | | | | | |
Purchases of portfolio securities | |
(147,680,520) | | | |
Proceeds from sales of portfolio securities | 163,626,296 | | | |
Net purchase (sales) of short-term securities | 355,378 | | | |
Dividends and interest income received | | 17,437,442 | | | |
Interest and loan fees paid | | (3,322,233) | | | |
Expenses paid to BNY Mellon Investment
Adviser, Inc. and affiliates | | (1,526,185) | | | |
Operating expenses paid | | (512,404) | | | |
Net realized gain (loss) from forward foreign
currency exchange contracts transactions | | (621,826) | | | |
Net Cash Provided (or Used) in Operating Activities | | 27,755,948 | |
Cash
Flows from Financing Activities ($): | | | | | |
Dividends paid to Common Stockholders | | (6,300,305) | | | |
Decrease in loan outstanding | | (23,500,000) | | | |
Net Cash Provided (or Used) in Financing Activities | | (29,800,305) | |
Effect of Foreign Exchange Rate Changes on Cash | |
(15,806) | |
Net Increase
(Decrease) in Cash | | (2,060,163) | |
Cash and cash denominated in foreign currency
at beginning of period† | | 4,047,247 | |
Cash and
Cash Denominated in Foreign Currency at End of Period | | 1,987,084 | |
Reconciliation of Net Increase (Decrease) in
Net Assets Resulting from Operations to Net Cash Provided
by Operating Activities ($): | | | |
Net Increase in Net Assets Resulting From Operations | |
21,060,285 | | | |
Adjustments
to Reconcile Net Increase (Decrease) in Net Assets Resulting from Operations to
Net Cash Provided (or Used) in Operating Activities ($): | | | |
Decrease in investments in securities at cost | | 23,068,534 | | | |
Decrease in dividends and interest receivable
| | 123,327 | | | |
Increase in receivable for investment securities
sold | | (1,242,391) | | | |
Increase in prepaid expenses | | (5,310) | | | |
Decrease in Due to BNY Mellon Investment
Adviser, Inc. and affiliates | |
(1,931) | | | |
Decrease in payable for investment securities purchased | | (3,031,766) | | | |
Decrease in interest payable | | (4,126) | | | |
Decrease in unamortized debt issuance cost | | 68,095 | | | |
Increase in Directors' fees and expenses
payable | | 148 | | | |
Decrease in other accrued expenses | | (25,849) | | | |
Net change in unrealized (appreciation)
depreciation on investments | |
(12,253,068) | | | |
Net
Cash Provided (or Used) in Operating Activities | | 27,755,948 | |
† | Includes deposits held as
collateral by broker. |
See
notes to financial statements. | | | | | |
37
STATEMENT
OF CHANGES IN NET ASSETS
| | | | | | | | | |
| | | | Year Ended August 31, |
| | | | 2024 | | 2023 | |
Operations ($): | | | | | | | | |
Net investment income | | | 11,922,266 | | | | 10,006,737 | |
Net
realized gain (loss) on investments | | (3,115,049) | | | | (11,628,289) | |
Net
change in unrealized appreciation
(depreciation) on investments | | 12,253,068
| | | | 15,334,254 | |
Net Increase
(Decrease) in Net Assets Resulting from Operations | 21,060,285 | | | | 13,712,702 | |
Distributions
($): | |
Distributions to shareholders | | |
(6,300,305) | | | |
(8,325,403) | |
Total
Increase (Decrease) in Net Assets | 14,759,980 | | | | 5,387,299 | |
Net Assets
($): | |
Beginning of Period | | | 123,539,144 | | | | 118,151,845 | |
End
of Period | | | 138,299,124 | | | | 123,539,144 | |
| | | | | | | | | |
See notes to financial statements. | | | | | | | | |
38
FINANCIAL
HIGHLIGHTS
The following table describes the performance for the fiscal periods indicated.
Market price total return is calculated assuming an initial investment made at the market price at the
beginning of the period, reinvestment of all dividends and distributions at market price during the period,
and sale at the market price on the last day of the period.
| | | | | | | | |
| |
| Year
Ended August 31, |
| 2024 | 2023 | 2022 | 2021 | 2020 |
Per Share Data ($): | | | | | | | | |
Net
asset value, beginning of period | | | | 8.24 | 7.88 | 9.41 | 8.60 | 9.20 |
Investment Operations: | | | | | | | | |
Net investment incomea | | | | .79 | .67 | .55 | .63 | .63 |
Net
realized and unrealized gain (loss) on investments | | | | .61 | .25 | (1.48) | .78 | (.60) |
Total
from Investment Operations | | | | 1.40 | .92 | (.93) | 1.41 | .03 |
Distributions: | | | | | | | | |
Dividends from net investment income | | | | (.42) | (.56) | (.60) | (.60) | (.63) |
Dividends from net realized gain
on investments | | | | - | - | - | - | - |
Total
Distributions | | | | (.42) | (.56) | (.60) | (.60) | (.63) |
Net
asset value, end of period | | | | 9.22 | 8.24 | 7.88 | 9.41 | 8.60 |
Market value, end of
period | | | | 9.09 | 7.79 | 7.48 | 9.58 | 8.12 |
Market Price Total Return (%) | | | | 22.67 | 12.18 | (16.17) | 26.24 | (5.61) |
Ratios/Supplemental Data
(%) | | | | | | | | |
Ratio of total expenses to
average net assets | | | | 4.13 | 4.29 | 2.87 | 2.42 | 2.69b |
Ratio
of net expenses to average net assets | | | | 4.13 | 4.29 | 2.87 | 2.42 | 2.69b |
Ratio
of interest expense and loan fees to average net assets | | | | 2.59 | 2.66 | 1.12 | .76 | 1.05b |
Ratio
of net investment income to average net assets | | | | 9.12 | 8.54 | 6.24 | 6.87 | 7.37b |
Portfolio Turnover
Rate | | | | 76.95 | 78.40 | 60.09 | 85.31 | 85.90 |
Net Assets, end of period ($ x 1,000) | | | | 138,299 | 123,539 | 118,152 | 140,946 | 128,744 |
Average
borrowings outstanding ($ x 1,000) | | | | 44,880 | 46,273 | 57,134 | 55,386 | 55,279 |
Weighted average number
of fund shares outstanding ($ x 1,000) | | | | 15,001 | 15,001 | 14,997 | 14,968 | 14,963 |
Average amount of debt per share ($) | | | | 2.99 | 3.08 | 3.81 | 3.70 | 3.69 |
a Based on average shares outstanding.
b The ratios have been corrected due to immaterial corrections
within the August 31, 2020 annual shareholder report which reflected a total expense ratio of 1.87%,
a net expense ratio of 1.87%, an interest expense and loan fees ratio of .73% and a net investment income
of 5.14%. The prior ratios were based on managed assets not average net assets.
See notes to financial statements.
39
NOTES
TO FINANCIAL STATEMENTS
NOTE 1—Significant Accounting Policies:
BNY Mellon Alcentra
Global Credit Income 2024 Target Term Fund, Inc. (the “fund”) is registered under the
Investment Company Act of 1940, as amended (the “Act”), as a diversified closed-end management investment
company. The fund has a limited term of approximately seven years. The fund’s investment objectives
are to seek high current income and to return at least $9.835 (the “Original NAV”) per share of Common
Share (the public offering price per Common Share after deducting a sales load of $.165 per Common Share
but before deducting offering costs of $.02 per Common Share) to holders of record of Common Shares on
or about November 25, 2024 (subject to certain extensions). The objective to return at least the fund’s
Original NAV is not an express or implied guarantee obligation of the fund, BNY Mellon Investment Adviser,
Inc., Alcentra NY, LLC or any other entity, and an investor may receive less than the Original NAV upon
termination of the fund. There is no assurance the fund will achieve either of its investment objectives
and achieving its investment objectives will depend on a number of factors, including market conditions
and the success of various portfolio strategies and cash flow management techniques. Based on market
conditions as of the date of this report, management anticipates that the likelihood of the fund achieving
its objective of returning its Original NAV upon termination of the fund has decreased since the fund’s
inception.
BNY Mellon Investment Adviser, Inc. (the “Adviser”), a
wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY”), serves as the fund’s
investment adviser. Alcentra NY, LLC (the “Sub-Adviser”), serves as the fund’s sub-adviser. The
fund’s Common Shares trade on the New York Stock Exchange (the “NYSE”) under the ticker symbol
DCF.
The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) is the exclusive reference of authoritative U.S. generally accepted accounting principles
(“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive
releases of the Securities and Exchange Commission (“SEC”) under authority of federal laws are also
sources of authoritative GAAP for SEC registrants. The fund is an investment company and applies the
accounting and reporting guidance of the FASB ASC Topic 946 Financial Services-Investment Companies.
The fund’s financial statements are prepared in accordance with GAAP, which may require the use of
management estimates and assumptions. Actual results could differ from those estimates.
40
The
fund enters into contracts that contain a variety of indemnifications. The fund’s
maximum exposure under these arrangements is unknown. The fund does not anticipate recognizing any loss
related to these arrangements.
(a) Portfolio valuation: The fair value of a
financial instrument is the amount that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date (i.e., the exit price).
GAAP establishes a fair value hierarchy that prioritizes the inputs of valuation techniques used to measure
fair value. This hierarchy gives the highest priority to unadjusted quoted prices in active markets for
identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs
(Level 3 measurements).
Additionally, GAAP provides guidance on determining whether
the volume and activity in a market has decreased significantly and whether such a decrease in activity
results in transactions that are not orderly. GAAP requires enhanced disclosures around valuation inputs
and techniques used during annual and interim periods.
Various inputs are
used in determining the value of the fund’s investments relating to fair value measurements. These
inputs are summarized in the three broad levels listed below:
Level 1—unadjusted quoted
prices in active markets for identical investments.
Level 2—other significant
observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds,
credit risk, etc.).
Level 3—significant unobservable inputs (including
the fund’s own assumptions in determining the fair value of investments).
The
inputs or methodology used for valuing securities are not necessarily an indication of the risk associated
with investing in those securities.
Changes in valuation techniques may result
in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used
to value the fund’s investments are as follows:
The fund’s Board of Directors (the “Board”)
has designated the Adviser as the fund’s valuation designee to make all fair value determinations with
respect to the fund’s portfolio investments, subject to the Board’s oversight and pursuant to Rule
2a-5 under the Act.
Investments in debt securities and floating rate loan interests,
excluding short-term investments (other than U.S. Treasury Bills) and forward
41
NOTES
TO FINANCIAL STATEMENTS (continued)
foreign currency exchange contracts (“forward contracts”), are valued each
business day by one or more independent pricing services (each, a “Service”) approved by the Board.
Investments for which quoted bid prices are readily available and are representative of the bid side
of the market in the judgment of a Service are valued at the mean between the quoted bid prices (as obtained
by a Service from dealers in such securities) and asked prices (as calculated by a Service based upon
its evaluation of the market for such securities). Securities are valued as determined by a Service,
based on methods which include consideration of the following: yields or prices of securities of comparable
quality, coupon, maturity and type; indications as to values from dealers; and general market conditions.
The Services are engaged under the general supervision of the Board. These securities are generally categorized
within Level 2 of the fair value hierarchy.
Investments in equity securities are valued
at the last sales price on the securities exchange or national securities market on which such securities
are primarily traded. Securities listed on the National Market System for which market quotations are
available are valued at the official closing price or, if there is no official closing price that day,
at the last sales price. For open short positions, asked prices are used for valuation purposes. Bid
price is used when no asked price is available. Registered investment companies that are not traded on
an exchange are valued at their net asset value. All of the preceding securities are generally categorized
within Level 1 of the fair value hierarchy.
Securities not listed on an exchange or
the national securities market, or securities for which there were no transactions, are valued at the
average of the most recent bid and asked prices. These securities are generally categorized within Level
2 of the fair value hierarchy.
Fair valuing of securities may be determined with the assistance
of a Service using calculations based on indices of domestic securities and other appropriate indicators,
such as prices of relevant American Depositary Receipts and futures. Utilizing these techniques may result
in transfers between Level 1 and Level 2 of the fair value hierarchy.
When
market quotations or official closing prices are not readily available, or are determined not to accurately
reflect fair value, such as when the value of a security has been significantly affected by events after
the close of the exchange or market on which the security is principally traded (for example, a foreign
exchange or market), but before the fund calculates its net asset value, the fund may value these investments
at fair value as determined in accordance with the procedures approved by the Board. Certain factors
may be considered when fair valuing investments such as:
42
fundamental analytical data, the nature and duration of restrictions on disposition,
an evaluation of the forces that influence the market in which the securities are purchased and sold,
and public trading in similar securities of the issuer or comparable issuers. These securities are either
categorized within Level 2 or 3 of the fair value hierarchy depending on the relevant inputs used.
For securities where observable inputs are limited, assumptions about market activity
and risk are used and such securities are generally categorized within Level 3 of the fair value hierarchy.
Investments denominated in foreign currencies are translated to U.S. dollars at
the prevailing rates of exchange.
Forward contracts are valued at the forward
rate and are generally categorized within Level 2 of the fair value hierarchy.
The following is a summary
of the inputs used as of August 31, 2024 in valuing the fund’s investments:
| | | | | | |
| Level
1-Unadjusted Quoted Prices | Level 2- Other Significant Observable Inputs | | Level
3-Significant Unobservable Inputs | Total | |
Assets ($) | | |
Investments
in Securities:† | | |
Collateralized Loan Obligations | - | 28,091,997 | | - | 28,091,997 | |
Corporate Bonds and Notes | - | 85,871,403 | | - | 85,871,403 | |
Equity Securities- Common
Stocks | - | - | | 0 | 0 | |
Exchange-Traded Funds | 2,135,119 | - | | - | 2,135,119 | |
Floating
Rate Loan Interests | - | 37,443,196 | | 788 | 37,443,984 | |
Investment
Companies | 3,942,345 | - | | - | 3,942,345 | |
43
NOTES
TO FINANCIAL STATEMENTS (continued)
| | | | | | |
| Level
1-Unadjusted Quoted Prices | Level 2- Other Significant Observable Inputs | | Level
3-Significant Unobservable Inputs | Total | |
Assets ($) (continued) | | |
Other
Financial Instruments: | | |
Forward Foreign Currency Exchange Contracts†† | - | 360,897 | | - | 360,897 | |
Liabilities
($) | | |
Other Financial Instruments: | | |
Forward
Foreign Currency Exchange Contracts†† | - | (2,855) | | - | (2,855) | |
† See Statement of Investments for additional detailed categorizations,
if any.
†† Amount
shown represents unrealized appreciation (depreciation) at period end, but only variation margin on exchange-traded
and centrally cleared derivatives, if any, are reported in the Statement of Assets and Liabilities.
The following is a reconciliation of Level 3 assets for which significant unobservable
inputs were used to determine fair value:
| |
Floating
Rate Loan Interests & Equity Securities-Common Stocks
($) |
Balance
as of 8/31/2023† | 1,065 |
Purchases/Issuances | - |
Sales/Dispositions | - |
Net realized gain (loss) | - |
Change in unrealized appreciation (depreciation) | (277) |
Transfers into Level
3 | - |
Transfers out of Level 3 | - |
Balance
as of 8/31/2024† | 788 |
The amount of total
net realized gains (loss) for the period included in earnings attributable to the net change in unrealized
appreciation (depreciation) relating to investments still held at 8/31/2024 | (277) |
† Securities
deemed as Level 3 due to lack of significant observable inputs by management assessment.
(b)
Foreign currency transactions: The fund does not isolate that portion of the results of
operations resulting from changes in foreign exchange rates on investments from the fluctuations arising
from changes
44
in the market prices of securities held. Such fluctuations are included with the
net realized and unrealized gain or loss on investments.
Net realized foreign
exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized on
securities transactions between trade and settlement date, and the difference between the amounts of
dividends, interest and foreign withholding taxes recorded on the fund’s books and the U.S. dollar
equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses
arise from changes in the value of assets and liabilities other than investments resulting from changes
in exchange rates. Foreign currency gains and losses on foreign currency transactions are also included
with net realized and unrealized gain or loss on investments.
(c) Securities transactions
and investment income: Securities transactions are recorded on a trade date basis. Realized gains and
losses from securities transactions are recorded on the identified cost basis. Dividend income is recognized
on the ex-dividend date and interest income, including, where applicable, accretion of discount and amortization
of premium on investments, is recognized on the accrual basis. Interest income from investments in collateralized
loan obligation (“CLO”) equity is recorded based upon an effective yield to maturity utilizing assumed
cash flows. The Sub-Adviser monitors the expected cash flows from its CLO equity investments and effective
yield is determined and adjusted as needed.
(d) Affiliated issuers: Investments in other
investment companies advised by the Adviser are considered “affiliated” under the Act.
(e)
Market Risk: An investment in the fund is subject to investment risk, including the possible
loss of the entire amount that you invest. Your investment in Common Shares represents an indirect investment
in the credit instruments and other investments and assets owned by the fund. The value of the fund’s
portfolio investments may move up or down, sometimes rapidly and unpredictably. The value of the instruments
in which the fund invests may be affected by political, regulatory, economic and social developments,
and developments that impact specific economic sectors, industries or segments of the market. In addition,
turbulence in financial markets and reduced liquidity in equity, credit and/or fixed income markets may
negatively affect many issuers, which could adversely affect the fund. Global economies and financial
markets are becoming increasingly interconnected, and conditions and events in one country, region or
financial market may adversely impact issuers in a different country, region or financial market. These
risks may be magnified if certain events or developments adversely interrupt the global supply chain;
in
45
NOTES
TO FINANCIAL STATEMENTS (continued)
these and other circumstances, such risks might affect companies world-wide
Credit
Risk:
The fund invests primarily in credit instruments, which are subject to credit risk. Credit risk is the
risk that one or more credit instruments in the fund’s portfolio will decline in price or fail to pay
interest or principal when due because the issuer of the instrument experiences a decline in its financial
status. Losses may occur because the market value of a credit instrument is affected by the creditworthiness
or perceived creditworthiness of the issuer and by general economic and specific industry conditions
and the fund’s investments will often be subordinate to other debt in the issuer’s capital structure.
Because the fund generally expects to invest a significant portion of its Managed Assets (as defined
below) in below investment grade instruments, it will be exposed to a greater amount of credit risk than
a fund which invests in investment grade securities. The prices of below investment grade instruments
are more sensitive to negative developments, such as a decline in the issuer’s revenues or a general
economic downturn, than are the prices of investment grade instruments, which may reduce the fund's net
asset value.
Floating Rate Loan Risk: Unlike publicly traded
common stocks which trade on national exchanges, there is no central market or exchange for loans to
trade. Loans trade in an over-the-counter market, and confirmation and settlement, which are effected
through standardized procedures and documentation, may take significantly longer than seven days to complete.
Extended trade settlement periods may, in unusual market conditions with a high volume of shareholder
redemptions, present a risk to shareholders regarding the fund’s ability to pay redemption proceeds
within the allowable time periods. The secondary market for floating rate loans also may be subject to
irregular trading activity and wide bid/ask spreads. The lack of an active trading market for certain
floating rate loans may impair the ability of the fund to realize full value in the event of the need
to sell a floating rate loan and may make it difficult to value such loans. There may be less readily
available, reliable information about certain floating rate loans than is the case for many other types
of securities, and the fund’s portfolio managers may be required to rely primarily on their own evaluation
of a borrower’s credit quality rather than on any available independent sources. The value of collateral,
if any, securing a floating rate loan can decline, and may be insufficient to meet the issuer’s obligations
in the event of non-payment of scheduled interest or principal or may be difficult to readily liquidate.
In the event of the bankruptcy of a borrower, the fund could experience delays or limitations imposed
by bankruptcy or other insolvency laws with respect to its ability to realize the benefits of the collateral
securing a loan. The floating rate
46
loans in which the fund invests typically will be below investment grade quality
and, like other below investment grade securities, are inherently speculative. As a result, the risks
associated with such floating rate loans are similar to the risks of below investment grade securities,
although senior loans are typically senior and secured in contrast to other below investment grade securities,
which are often subordinated and unsecured. Floating rate loans may not be considered to be “securities”
for purposes of the anti-fraud protections of the federal securities laws, including those with respect
to the use of material non-public information, so that purchasers, such as the fund, may not have the
benefit of these protections.
Collaterlized Debt Obligations (“CDO”) Risk: The
risks of an investment in a CDO, including a Collaterlized Bank Obligation or CLO, depend largely on
the type of the collateral and the tranche of the CDO in which the fund invests. CDO tranches can experience
substantial losses due to actual defaults, increased sensitivity to defaults due to collateral default,
market anticipation of defaults, as well as aversion to CDO securities as an asset class. In addition
to the normal risks associated with credit-related securities discussed elsewhere in this report (e.g.,
interest rate risk and default risk), investments in CDOs may be more volatile, less liquid and more
difficult to price than other types of investments.
Additional
Information section within the report provides more details about the principal risk factors.
(f) Dividends and distributions
to Common Shareholders: Dividends and distributions are recorded on the ex-dividend date. Dividends from
net investment income are normally declared and paid monthly. Dividends from net realized capital gains,
if any, are normally declared and paid annually, but the fund may make distributions on a more frequent
basis to comply with the distribution requirements of the Internal Revenue Code of 1986, as amended (the
“Code”). To the extent that net realized capital gains can be offset by capital loss carryovers,
it is the policy of the fund not to distribute such gains. Income and capital gain distributions are
determined in accordance with income tax regulations, which may differ from GAAP.
Common
Shareholders will have their distributions reinvested in additional shares of the fund, unless such Common
Shareholders elect to receive cash, at the lower of the market price or net asset value per share (but
not less than 95% of the market price). If market price is equal to or exceeds net asset value, shares
will be issued at net asset value. If net asset value exceeds market price, Computershare Inc., the transfer
agent, will buy fund shares in the open market and reinvest those shares accordingly.
47
NOTES
TO FINANCIAL STATEMENTS (continued)
For the purpose of pursuing its investment objective of returning at least the
Original NAV, the fund intends to retain a limited portion of its net investment income continuing until
the final liquidating distribution. The fund also may retain a portion of its short-term capital gains
and all or a portion of its long-term capital gains. The extent to which the fund retains income or capital
gains, and the cumulative amount so retained, will depend on, among other things, prevailing market conditions,
portfolio turnover and reinvestment and overall performance of the credit instruments held by the fund.
Adjustments to the amounts of income retained and the resulting distribution rate will take into account,
among other factors, the then-current projections of the fund’s net asset value on the Termination
Date in the absence of income retention. The fund anticipates that the possibility of some credit losses
combined with the potential for declines in income over the term of the fund, as the duration and weighted
average maturity of the portfolio shorten, will likely result in successive reductions in distributions
over the approximate seven-year term of the fund. The timing and amounts of these reductions cannot be
predicted. While the amounts retained would be included in the final liquidating distribution of the
fund, the fund’s distribution rate over the term of the fund will be lower, and possibly significantly
lower, than if the fund distributed substantially all of its net investment income and gains in each
year. To the extent that the market price of Common Shares over time is influenced by the fund’s distribution
rate, the reduction of the fund’s monthly distribution rate because of the retention of income is expected
to negatively impact the market price of the Common Shares. Any such negative effect on the market price
of the Common Shares may not be offset even though the fund’s net asset value and liquidating distribution
would be higher as a result of retaining income. In the event that the fund elects to distribute all
of its net investment income or gains (if any) in each year, rather than retaining such income or gains,
there is an increased risk to Common Shareholders that the final liquidating distribution may be less
than Original NAV.
On August 28, 2024, the Board declared a cash dividend of
$.035 per share from undistributed net investment income, payable on September 26, 2024 to Common Shareholders
of record as of the close of business on September 12, 2024. The ex-dividend date was September 12, 2024.
(g)
Federal income taxes: It is the policy of the fund to continue to qualify as a regulated investment
company, if such qualification is in the best interests of its shareholders, by complying with the applicable
provisions of the Code, and to make distributions of taxable income and net realized capital gain sufficient
to relieve it from substantially all federal income and excise taxes.
48
As of and during the period ended August 31, 2024, the fund did not have any liabilities
for any uncertain tax positions. The fund recognizes interest and penalties, if any, related to uncertain
tax positions as income tax expense in the Statement of Operations. During the period ended August 31,
2024, the fund did not incur any interest or penalties.
Each tax year in the
four-year period ended August 31, 2024 remains subject to examination by the Internal Revenue Service
and state taxing authorities.
At August 31, 2024, the components of accumulated earnings
on a tax basis were as follows: ordinary income $6,740,909, accumulated capital losses $18,817,682 and
unrealized appreciation $4,141,861.
The fund is permitted to carry forward
capital losses for an unlimited period. Furthermore, capital loss carryovers retain their character as
either short-term or long-term capital losses.
The accumulated capital loss carryover is available for federal
income tax purposes to be applied against future net realized capital gains,
if any, realized subsequent to August 31, 2024. The fund has $2,662,349 of short-term capital losses
and $16,155,333 of long-term capital losses which can be carried forward for an unlimited period.
The tax character of distributions paid to shareholders during the fiscal year
ended August 31, 2024 and August 31, 2023 was as follows: ordinary income $6,300,305 and $8,325,403.
During the period ended August 31, 2024, as a result of permanent book to tax
differences, primarily due to excise tax paid, the fund increased total distributable earnings (loss)
by $165,896 and decreased paid-in capital by the same amount. Net assets and net asset value per share
were not affected by this reclassification.
NOTE 2—Borrowings:
The fund has a $68,000,000
Revolving Credit Facility Credit Agreement with Societe Generale (the “Agreement”), which terminates
on December 31, 2024 (or the prior business day, as necessary). Under the terms of the Agreement, the
fund may borrow (“Loans”) on collateralized basis. The interest to be paid by the fund on such Loans
is determined with reference to the principal amount of each Loan outstanding from time to time. The
fund also pays additional fees pursuant to the Agreement.
During the period ended
August 31, 2024, total fees pursuant to the Agreement amounted to $3,386,202 inclusive of $3,215,025
of interest
49
NOTES
TO FINANCIAL STATEMENTS (continued)
expense and $171,177 of loan fees. These fees are included in Interest expense
and loan fees in the Statement of Operations.
The average amount of borrowings outstanding
under the Agreement during the period ended August 31 2024 was $44,879,781 with a related weighted average
annualized interest rate of 7.16%. The fund’s borrowings under the Agreement are secured by its portfolio
holdings.
NOTE
3—Management Fee, Sub-Advisory Fee and Other Transactions with Affiliates:
(a) Pursuant to a Management
Agreement with the Adviser, the management fee is computed at the annual rate of .85% of the value of
the fund’s “Managed Assets” and is payable monthly. “Managed Assets” of the fund means the
total assets of the fund, including any assets attributable to leverage (i.e., any loans from certain
financial institutions and/or the issuance of debt securities (collectively, “Borrowings”), preferred
stock or other similar preference securities (“Preferred Shares”), or the use of derivative instruments
that have the economic effect of leverage), minus the fund’s accrued liabilities, other than any liabilities
or obligations attributable to leverage obtained through (i) indebtedness of any type (including, without
limitation, Borrowings), (ii) the issuance of Preferred Shares, and/or (iii) any other means, all as
determined in accordance with generally accepted accounting principles.
Pursuant
to the sub-investment advisory agreement between the Adviser and the Sub-Adviser, the Adviser pays the
Sub-Adviser a fee at the annual rate of .425% of the value of the fund’s average daily Managed Assets
and is payable monthly.
(b) The fund has an arrangement with The Bank of New York Mellon
(the “Custodian”), a subsidiary of BNY and an affiliate of the Adviser, whereby the fund will receive
interest income or be charged overdraft fees when cash balances are maintained. For financial reporting
purposes, the fund includes this interest income and overdraft fees, if any, as interest income in the
Statement of Operations.
The fund compensates the Custodian, under a custody agreement,
for providing custodial services for the fund. These fees are determined based on net assets, geographic
region and transaction activity. During the period ended August 31, 2024, the fund was charged
$19,450 pursuant to the custody agreement.
During the period ended
August 31, 2024, the fund was charged $12,588 for services performed by the fund’s Chief Compliance
Officer and his
50
staff. These fees are included in Chief Compliance Officer fees in the Statement
of Operations.
The components of “Due to BNY Mellon Investment Adviser,
Inc. and affiliates” in the Statement of Assets and Liabilities consist of: Management fee of $118,017,
Custodian fees of $8,264 and Chief Compliance Officer fees of $1,707.
(c) Each board member of
the fund also serves as a board member of other funds in the BNY Mellon Family of Funds complex. Annual
retainer fees and meeting attendance fees are allocated to each fund based on net assets.
NOTE
4—Securities Transactions:
The aggregate amount of purchases and sales (including paydowns)
of investment securities, excluding short-term securities and forward contracts, during the period ended
August 31, 2024, amounted to $128,070,759 and $150,320,602, respectively.
Floating Rate Loan Interests:
Floating rate instruments are loans and other securities with interest rates that adjust or “float”
periodically. Floating rate loans are made by banks and other financial institutions to their corporate
clients. The rates of interest on the loans adjust periodically by reference to a base lending rate,
plus a premium or credit spread. Floating rate loans reset on periodic set dates, typically 30 to 90
days, but not to exceed one year. The fund may invest in multiple series or tranches of a loan. A different
series or tranche may have varying terms and carry different associated risks.
Derivatives:
A derivative is a financial instrument whose performance is derived from the performance of another asset.
The fund enters into International Swaps and Derivatives Association, Inc. Master Agreements or similar
agreements (collectively, “Master Agreements”) with its over-the-counter (“OTC”) derivative contract
counterparties in order to, among other things, reduce its credit risk to counterparties. Master Agreements
include provisions for general obligations, representations, collateral and events of default or termination.
Under a Master Agreement, the fund may offset with the counterparty certain derivative financial instruments’
payables and/or receivables with collateral held and/or posted and create one single net payment in the
event of default or termination. Rule 18f-4 under the Act, regulates the use of derivatives transactions
for certain funds registered under the Act. The fund is deemed a “limited” derivatives user under
the rule and is required to limit its derivatives exposure so that the total notional value of applicable
derivatives does not exceed 10% of fund’s net assets, and is subject to certain reporting requirements.
51
NOTES
TO FINANCIAL STATEMENTS (continued)
Each type of derivative instrument that was held by the fund during the period
ended August 31, 2024 is discussed below.
Forward Foreign Currency Exchange Contracts: The fund enters into
forward contracts in order to hedge its exposure to changes in foreign currency exchange rates on its
foreign portfolio holdings, to settle foreign currency transactions or as a part of its investment strategy.
When executing forward contracts, the fund is obligated to buy or sell a foreign currency at a specified
rate on a certain date in the future. With respect to sales of forward contracts, the fund incurs a loss
if the value of the contract increases between the date the forward contract is opened and the date the
forward contract is closed. The fund realizes a gain if the value of the contract decreases between those
dates. With respect to purchases of forward contracts, the fund incurs a loss if the value of the contract
decreases between the date the forward contract is opened and the date the forward contract is closed.
The fund realizes a gain if the value of the contract increases between those dates. Any realized or
unrealized gains or losses which occurred during the period are reflected in the Statement of Operations.
The fund is exposed to foreign currency risk as a result of changes in value of underlying financial
instruments. The fund is also exposed to credit risk associated with counterparty non-performance on
these forward contracts, which is generally limited to the unrealized gain on each open contract. This
risk may be mitigated by Master Agreements, if any, between the fund and the counterparty and the posting
of collateral, if any, by the counterparty to the fund to cover the fund’s exposure to the counterparty.
Forward contracts open at August 31, 2024 are set forth in the Statement of Investments.
The following tables show the fund’s exposure to different types of market risk
as it relates to the Statement of Assets and Liabilities and the Statement of Operations, respectively.
| | | | | | | |
| | | | | | | |
Fair
value of derivative instruments as of August 31, 2024 is shown below: |
| | | | | | |
| | Derivative
Assets ($) | | | Derivative Liabilities
($) | |
Foreign exchange
risk | 360,897 | 1 | Foreign exchange
risk | (2,855) | 1 |
Gross fair value
of derivative contracts |
360,897 | | | |
(2,855) | |
| | | | | | |
| Statement
of Assets and Liabilities location: | |
1 | Unrealized appreciation
(depreciation) on forward foreign currency exchange contracts. |
52
The effect of derivative instruments in the Statement of Operations during the
period ended August 31, 2024 is shown below:
| | | | | |
Amount
of realized gain (loss) on derivatives recognized in income ($) | |
Underlying
risk | Forward
Contracts | 1 | Total | |
Foreign
exchange | (621,826) | |
(621,826) | |
Total | (621,826) | |
(621,826) | |
| | | | |
Net
change in unrealized appreciation (depreciation)
on derivatives recognized in income ($) | |
Underlying
risk | Forward
Contracts | 2 | Total | |
Foreign
exchange | 290,486
| |
290,486 | |
Total | 290,486
| |
290,486 | |
| | | | | |
| Statement
of Operations location: | |
1 | Net realized gain (loss)
on forward foreign currency exchange contracts. |
2 | Net
change in unrealized appreciation (depreciation) on forward foreign currency exchange contracts. |
The provisions of ASC Topic 210 “Disclosures about Offsetting Assets and Liabilities”
require disclosure on the offsetting of financial assets and liabilities. These disclosures are required
for certain investments, including derivative financial instruments subject to Master Agreements which
are eligible for offsetting in the Statement of Assets and Liabilities and require the fund to disclose
both gross and net information with respect to such investments. For financial reporting purposes, the
fund does not offset derivative assets and derivative liabilities that are subject to Master Agreements
in the Statement of Assets and Liabilities.
At August 31, 2024, derivative assets
and liabilities (by type) on a gross basis are as follows:
| | | | | |
Derivative
Financial Instruments: | | Assets
($) | | Liabilities ($) | |
Forward contracts | | 360,897 | | (2,855) | |
Total
gross amount of derivative | | | | | |
assets and liabilities in the | | | | | |
Statement of Assets and Liabilities | | 360,897 | | (2,855) | |
Derivatives not subject to | | | | | |
Master Agreements | | - | | - | |
Total
gross amount of assets | | | | | |
and liabilities subject to | | | | | |
Master Agreements | | 360,897 | | (2,855) | |
53
NOTES
TO FINANCIAL STATEMENTS (continued)
The following tables present derivative assets and liabilities net of amounts
available for offsetting under Master Agreements and net of related collateral received or pledged, if
any, as of August 31, 2024:
| | | | | | |
Counterparty | Gross
Amount of Assets ($) | 1 | Financial
Instruments and Derivatives Available
for Offset ($) | Collateral
Received ($) | 2 | Net
Amount of Assets ($) |
Citigroup
Global Markets, Inc. |
360,897 | |
(1,150) | (270,000) | | 89,747 |
| | | | | | |
Counterparty | Gross
Amount of Liabilities ($) | 1 | Financial
Instruments and Derivatives Available
for Offset ($) | Collateral
Pledged ($) | 2 | Net
Amount of Liabilities ($) |
Citigroup
Global Markets, Inc. |
(1,150) | |
1,150 | - | | - |
Goldman
Sachs & Co. LLC | (1,705) | | - |
- | |
(1,705) |
Total |
(2,855) | |
1,150 | - | | (1,705) |
| | | | | | |
1
Absent a default event or early termination, OTC derivative assets and liabilities are presented at
gross amounts and are not offset in the Statement of Assets and Liabilities. |
2
In some instances, the actual collateral received and/or pledged may be more than the amount shown due
to over collateralization. |
The following
table summarizes the monthly average market value of derivatives outstanding during the
period ended August 31, 2024:
| | |
| | Average Market Value ($) |
Forward
Contracts: | | |
Forward
Contracts Purchased in USD | | 1,746,632 |
Forward
Contracts Sold in USD | | 68,369,116 |
At August 31, 2024,
the
cost of investments for federal income tax purposes was $153,378,197; accordingly, accumulated net unrealized
appreciation on investments was $4,106,651, consisting of $6,806,250 gross unrealized appreciation and
$2,699,599 gross unrealized depreciation.
54
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders of BNY Mellon Alcentra Global Credit Income
2024 Target Term Fund, Inc. and Board of Directors of BNY Mellon Alcentra Global Credit
Income 2024 Target Term Fund, Inc.:
Opinion on the Financial Statements
We
have audited the accompanying statement of assets and liabilities of BNY Mellon Alcentra
Global Credit Income 2024 Target Term Fund, Inc. (the Fund), including the statement of
investments, as of August 31, 2024, the related statements of operations and cash flows for the
year then ended, the statements of changes in net assets for each of the years in the two-year period
then ended, and the related notes (collectively, the financial statements) and the financial highlights
for each of the years in the five-year period then ended. In our opinion, the financial statements and
financial highlights present fairly, in all material respects, the financial position of the Fund as
of August
31, 2024, the results of its operations and its cash flows for the year then ended, the
changes in its net assets for each of the years in the two-year period then ended, and the financial
highlights for each of the years in the five-year period then ended, in conformity with U.S. generally
accepted accounting principles.
Fund Termination Date
As
discussed in Note 1 to the financial statements, the BNY Mellon Alcentra Global Credit Income 2024 Target
Term Fund, Inc. has a termination date on or about November 25, 2024. Our opinion is not modified with
respect to this matter.
Basis for Opinion
These financial statements
and financial highlights are the responsibility of the Fund’s management. Our responsibility is to
express an opinion on these financial statements and financial highlights based on our audits. We are
a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
(PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement, whether due to error or fraud. Our audits included performing
procedures to assess the risks of material misstatement of the financial statements and financial highlights,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements and financial highlights. Such procedures also included confirmation of securities owned as
of August
31, 2024, by correspondence with the custodian, agent banks and brokers; when replies
were not received from agent banks and brokers, we performed other appropriate 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 and financial highlights.
We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more BNY Mellon Investment Adviser, Inc.
investment companies since 1994.
New York, New York
October 23, 2024
55
ADDITIONAL
INFORMATION (Unaudited)
Dividend Reinvestment Plan
The fund has a dividend reinvestment plan
(the “Plan”) commonly referred to as an “opt-out” plan. Each holder of Common Shares who participates
in the Plan will have all distributions of dividends and capital gains (“Dividends”) automatically
reinvested in additional Common Shares by Computershare Trust Company, N.A. as agent (the “Plan Agent”).
Shareholders who elect not to participate in the plan will receive all Dividends in cash paid by check
mailed directly to the shareholder of record (or if the Common Shares are held in street or other nominee
name, then to the nominee) by the Plan Agent, as dividend disbursing agent. Shareholders whose Common
Shares are held in the name of a broker or nominee should contact the broker or nominee to determine
whether and how they may participate in the Plan.
The Plan Agent serves as agent for the
fund’s shareholders in administering the Plan. After the fund declares a Dividend, the Plan Agent will,
as agent for the shareholders, either (i) receive the cash payment and use it to buy Common Shares in
the open market, on the NYSE or elsewhere, for the participants’ accounts or (ii) distribute newly
issued Common Shares of the fund on behalf of the participants.
A. The
Plan Agent will receive cash from the fund with which to buy Common Shares in the open market if, on
the Dividend payment date, the fund’s net asset value per Common Share exceeds the market price per
Common Share plus estimated brokerage commissions on that date. The Plan Agent will receive the Dividend
in newly issued Common Shares of the fund if, on the Dividend payment date, the market price per Common
Share plus estimated brokerage commissions equals or exceeds the net asset value per Common Share of
the fund on that date. The number of Common Shares to be issued will be computed at a per share rate
equal to the greater of (i) the net asset value or (ii) 95% of the closing market price per Common Share
on the Dividend payment date.
B. If
the market price per Common Share is less than the net asset value per Common Share on a Dividend payment
date, the Plan Agent will have until the last business day before the next ex-Dividend date for the Common
Shares, but in no event more than 30 days after the Dividend payment date (as the case may be, the “Purchase
Period”), to invest the Dividend amount in Common Shares acquired in open market purchases. If, at
the close of business on any day during the Purchase Period on which the fund’s net asset value is
calculated, the fund’s net asset value on the Dividend payment date equals or is less than the market
price per Common Share plus estimated brokerage commissions, the Plan Agent will cease making open market
purchases and the uninvested portion of such
56
Dividends shall be filled through the issuance by the fund of new Common Shares
at the price set forth in paragraph A above.
Participants in the Plan may withdraw
from the Plan upon notice to the Plan Agent. Such withdrawal will be effective immediately if received
not less than ten days prior to a Dividend record date; otherwise, it will be effective for all subsequent
Dividends. When a participant withdraws from the Plan or the Plan is terminated, such participant will
receive whole Common Shares in his or her account under the Plan and will receive a cash payment for
any fraction of a Common Share credited to such account. If any participant elects to have the Plan Agent
sell all or part of his or her Common Shares and remit the proceeds, the Plan Agent is authorized to
deduct a $2.50 fee plus $0.10 per share brokerage commissions.
The Plan Agent’s
fees for the handling of reinvestment of Dividends will be paid by the fund. However, each participant
will pay a pro rata share of brokerage commissions incurred with respect to the Plan Agent’s open market
purchases in connection with the reinvestment of Dividends. The automatic reinvestment of Dividends will
not relieve participants of any income tax that may be payable or required to be withheld on such Dividends.
The fund reserves the right to amend or terminate the Plan. All correspondence
concerning the Plan should be directed to the Plan Agent at 1-800-522-6645.
Investment Objectives and
Principal Investment Strategies
Investment Objectives. The fund’s investment
objectives are to seek high current income and to return at least $9.835 per Common Share (the public
offering price per Common Share (as defined below) after deducting a sales load of $0.165 per Common
Share but before deducting offering costs of $0.02 per Common Share (“Original NAV”)) to holders
of record of shares of the Fund’s common stock (“Common Shares”) on or about the November 25, 2024
(subject to certain extensions, the “Termination Date”). The objective to return at least the fund’s
Original NAV is not an express or implied guarantee obligation of the fund, the Adviser, the Sub-Adviser
or any other entity, and an investor may receive less than the Original NAV upon termination of the fund.
The fund will attempt to strike a balance between its investment objectives, seeking
to provide as high a level of current income as is consistent with the fund’s Credit Strategies (as
defined herein), the declining average maturity of its portfolio and its objective of returning at least
the Original NAV on or about the Termination Date. However, as the fund approaches the Termination Date,
its monthly distributions are likely to decline, and
57
ADDITIONAL
INFORMATION (Unaudited) (continued)
there can be no assurance that the fund will achieve either of its investment
objectives or that the fund’s investment strategies will be successful.
There
is no assurance the fund will achieve either of its investment objectives. The fund’s investment objectives
are fundamental and may not be changed without prior approval of the fund’s shareholders.
Principal Investment
Strategies. Under normal market conditions, the fund invests at least 80% of its Managed
Assets in credit instruments and other investments with similar economic characteristics. Such credit
instruments include: first lien secured floating rate loans, as well as investments in participations
and assignments of such loans; second lien, senior unsecured, mezzanine and other collateralized and
uncollateralized subordinated loans; corporate debt obligations other than loans; and structured products,
including collateralized bond, loan and other debt obligations, structured notes and credit-linked notes.
To the extent that the fund invests in derivative instruments with economic characteristics similar to
those credit instruments, the value of such investments will be included for purposes of the fund’s
80% investment policy.
The fund may invest in credit instruments of any credit quality,
including credit instruments that, at the time of investment, are rated below investment grade (i.e.,
below BBB- or Baa3) by one or more of the nationally recognized statistical rating organizations (“NRSROs”)
that rate such instruments, or, if unrated, determined to be of comparable quality by the Sub-Adviser.
Instruments of below investment grade quality, commonly referred to as “junk” or “high yield”
instruments, are regarded as having predominantly speculative characteristics with respect to an obligor’s
capacity to pay interest and repay principal and are more susceptible to default or decline in market
value due to adverse economic and business developments than higher quality instruments. The fund may
invest in credit instruments that, at the time of investment, are distressed or defaulted, or illiquid,
unregistered (but are eligible for purchase and sale by certain qualified institutional buyers) or subject
to contractual restrictions on their resale. The fund also may invest in investment grade credit instruments.
The fund may invest in credit instruments of any maturity or duration. “Expected
maturity” means the time of expected return of the majority of the instrument’s principal and/or
the time when a reasonable investor would expect to have the majority of the principal returned. The
expected maturity of some credit instruments may be the same as the stated maturity. Certain credit instruments
may have mandatory call features, prepayment features or features obligating the issuer or another party
to repurchase or redeem the instrument at dates that are earlier than the
58
instruments’ respective stated maturity dates. For these credit instruments,
expected maturity is likely to be earlier than the stated maturity.
The fund focuses its
investments in credit instruments of U.S. and European companies, although as a global fund, the fund
may invest in companies located anywhere in the world. Under normal circumstances, the fund invests in
at least three countries, which may include the United States. The fund’s investments in European companies
are generally anticipated to be in companies in Northern and Western European countries, including the
United Kingdom, Ireland, France, Germany, Austria and Switzerland, as well as the Benelux countries (Belgium,
the Netherlands and Luxembourg) and the Scandinavian countries (Sweden, Denmark, Norway and Finland).
Other European countries in which the fund may seek to invest include, but are not limited, to Spain,
Italy, Greece and Portugal. The fund also may invest in other developed countries, including Canada.
The fund will not invest more than 25% of its Managed Assets in securities of issuers located in any
single country outside the United States. Moreover, the fund will not invest more than 25% of its Managed
Assets in companies located in emerging market countries. The fund expects that, under current market
conditions, it will seek to hedge substantially all of its exposure to foreign currencies against the
value of the U.S. dollar (i.e., up to 100% of its Managed Assets in the event the fund holds no U.S.
dollar-denominated investments).
The fund generally does not intend to
invest, at the time of purchase, more than 5% of its Managed Assets in any one issuer (except securities
issued by the U.S. Government and its agencies and instrumentalities). In addition, the fund will not
invest more than 25% of its Managed Assets in issuers in any one particular industry.
The
fund may use, to a limited extent, derivative instruments as a substitute for investing directly in an
underlying asset, to increase returns, to manage credit or interest rate risk, to manage foreign currency
risk, or as part of a hedging strategy. Although the fund is not limited in the types of derivatives
it can use, the fund currently expects that its use of derivatives will consist principally of credit
default swaps and foreign currency forward and futures contracts. The fund will not invest more than
10% of its net assets in derivatives, except that such limitation will not apply to derivatives used
as part of a hedging strategy. The fund’s use of derivatives will be limited by the Act.
The
fund may employ leverage to enhance its potential for achieving its investment objectives. The fund currently
intends to utilized leverage in an amount equal to 30% of the fund’s total assets, but may borrow up
to the limits imposed by the Act (i.e., for every dollar of indebtedness from Borrowings, the fund is
required to have at least three dollars of total
59
ADDITIONAL
INFORMATION (Unaudited) (continued)
assets, including the proceeds from Borrowings) principally through Borrowings
from certain financial institutions.
In seeking to return at least the Original
NAV on or about the Termination Date, the fund utilizes various portfolio and cash flow management techniques,
including setting aside a portion of its net investment income, possibly retaining capital gains. The
average maturity of the fund’s holdings is generally expected to shorten as the fund approaches its
Termination Date, which may reduce interest rate risk over time but which may also reduce returns and
net income amounts available for distribution to holders of the fund’s Common Shares (“Common Shareholders”).
During any wind-down period, the fund’s portfolio composition will depend on then-current market conditions
and the availability of the types of securities in which the fund may invest. Accordingly, the fund’s
portfolio composition during that period cannot currently be estimated, nor can the fund precisely predict
how its portfolio composition may change as the fund’s Termination Date approaches. There can be no
assurance that the fund’s strategies will be successful.
Credit Strategies
The Sub-Adviser constructs the fund’s investment portfolio by allocating the
fund’s assets to credit instruments and related investments in the following credit strategies: (i)
Senior Secured Loans and Other Loans; (ii) Corporate Debt; (iii) Special Situations; and (iv) Structured
Credit (collectively, the “Credit Strategies”). The Sub-Adviser has considerable latitude in allocating
the fund’s Managed Assets and the composition of the fund’s investment portfolio will vary over time,
based on the allocation to the Credit Strategies and the fund’s exposure to different types of credit
instruments. Under normal market conditions, the Sub-Adviser generally allocates the fund’s Managed
Assets as follows:
● at
least 25% in the Senior Secured Loans and Other Loans Strategy;
● at least 25% in the Corporate Debt Strategy;
● no more than 15% in
the Special Situations Strategy; and
● no more than 30% in both the Special Situations Strategy and
the Structured Credit Strategy.
Allocations among the Credit Strategies
will vary over time, perhaps significantly, and the fund may not be invested in all of the Credit Strategies
at all times and may maintain zero exposure to a particular Credit Strategy or type of credit instrument.
The fund’s primary portfolio managers make all determinations regarding allocations
and reallocations of the fund’s Managed Assets to each Credit
60
Strategy. The fund’s primary portfolio managers set target allocations for each
Credit Strategy, which may be modified at any time. The percentage allocations among Credit Strategies
may, from time to time, be out of balance with the target allocations set by the fund’s primary portfolio
managers due to various factors, such as varying investment performance among Credit Strategies, illiquidity
of certain portfolio investments or a change in the target allocations. At least quarterly, the fund’s
primary portfolio managers review the percentage allocations to each Credit Strategy and rebalance the
fund’s portfolio and/or modify the target allocations as they deem necessary or appropriate in light
of economic and market conditions, available investment opportunities and the relative returns and risks
then represented by each type of security.
Senior Secured Loans and Other Loans Strategy.
The Senior Secured Loans and Other Loans Strategy seeks to generate high current income by investing
in the secured debt of borrowers in the higher credit quality categories of the below investment grade
corporate debt market. As part of this strategy, the fund may invest in first lien secured floating rate
loans (“Senior Secured Loans”), which typically are syndicated. Senior Secured Loans are loans secured
by specific collateral of the borrower and are senior to most other securities of the borrower (e.g.,
common stock or debt instruments) in the event of bankruptcy. The fund also may purchase participations
and assignments in, and commitments to purchase, Senior Secured Loans. Investments in Senior Secured
Loans may provide more favorable exposure to the below investment grade corporate debt market due to
their senior position in an issuer’s capital structure, which promotes lower price volatility and higher
recoveries in the event of default. Senior Secured Loans also may provide additional protection through
financial covenants and access to private management accounting information from the borrower. There
also is a more established market for syndicated Senior Secured Loans, which, under normal market conditions,
may facilitate a more liquid trading environment.
As part of this Credit
Strategy, the fund also may invest in second lien, senior unsecured, mezzanine and other collateralized
and uncollateralized subordinated loans (“Subordinated Loans”). Subordinated Loans sit below the
senior secured debt in a company’s capital structure, but have priority over the company’s bonds
and equity securities. The fund, from time to time, also may seek to participate in the upside gain of
a business through the exercise of warrants or other equity securities acquired in connection with its
investment in a Subordinated Loan.
Corporate Debt Strategy. The Corporate Debt
Strategy seeks to generate high current income by capturing the higher yields offered by below investment
grade corporate credit instruments while managing the fund’s exposure to interest rate movements. As
part of this strategy, the fund may invest in
61
ADDITIONAL
INFORMATION (Unaudited) (continued)
corporate debt obligations including corporate bonds, debentures, notes, commercial
paper and other similar instruments, such as certain convertible securities (“Corporate Debt”). The
Sub-Adviser expects that most of the Corporate Debt the fund invests in will be rated below investment
grade. The fixed rate Corporate Debt in which the fund invests typically will be unsecured, while the
floating rate Corporate Debt in which the fund invests typically will be secured.
Special Situations Strategy.
The Special Situations Strategy seeks to generate attractive total return driven by income and capital
appreciation by investing in specialized credit opportunities in the below investment grade debt markets,
on both a long-term and short-term basis. As part of this strategy, the fund may invest in loans and
other credit instruments related to companies engaged in extraordinary transactions, such as mergers
and acquisitions, litigation, rights offerings, liquidations outside of bankruptcy, covenant defaults,
refinancings, recapitalizations and other special situations (collectively, “Special Situations Investments”).
The Sub-Adviser intends to focus the fund’s Special Situations Investments in companies that have experienced,
or are currently experiencing, financial difficulties as a result of deteriorating operations, changes
in macro-economic conditions, changes in governmental monetary or fiscal policies, adverse legal judgments,
or other events which may adversely impact their credit standing. The Sub-Adviser seeks opportunistic
investment opportunities where it believes that the return potential exceeds the downside risk. Consequently,
the fund’s Special Situations Investments will focus on loans and other secured credit instruments
over equity securities, as those credit instruments provide a claim on an issuer’s assets. As part
of this strategy, however, the fund may acquire equity securities incidental to the purchase or ownership
of Special Situations Investments.
Structured Credit Strategy. The Structured Credit
Strategy seeks to generate income with the potential for capital appreciation by investing predominately
in the mezzanine (i.e., rated below the senior tranches but above the most junior tranches) tranches
and most junior tranches of CLOs backed by Senior Secured Loans. When analyzing the value and suitability
of CLO tranches, the Sub-Adviser assesses collateral composition, subordination levels and cash flow
levels. The underlying portfolio is reviewed by the Sub-Adviser, which looks at, among other things:
downgrade and default risk for individual credits; recovery rate expectations and the amount of second
lien and mezzanine exposure in the portfolio; and the pricing on the underlying portfolio.
In addition to investing in CLOs and other collateralized debt obligations (“CDOs”)
backed by Senior Secured Loans, the fund also may invest in structured notes and credit-linked notes
that provide exposure to Senior Secured Loans, as well as investments in asset-backed securities, including
62
mortgage-backed securities. These instruments collectively are referred to as
“Structured Credit Investments.” The Sub-Adviser believes attractive returns in Structured Credit
Investments can be achieved through a combination of current income and price appreciation due to the
discounted valuations of many of these investments.
Non-Principal Investment Strategies.
Although not a principal investment strategy, the fund may invest up to 20% of its Managed Assets in
other securities and instruments including, without limitation: (i) equity securities of issuers that
are related to the fund’s investments in credit instruments, such as common stock, preferred stock
and convertible securities (including warrants or other rights to acquire common or preferred stock);
(ii) U.S. and foreign government securities; and (iii) short-term fixed income securities and money market
instruments.
During temporary defensive periods or in order to keep the
fund’s cash fully invested, including during the wind-down period of the fund, the fund may deviate
from its investment objectives and policies. During such periods, the fund may invest up to 100% of its
assets in money market instruments, including U.S. Government securities, repurchase agreements, bank
obligations and commercial paper, as well as cash, cash equivalents or high quality short-term fixed
income and other securities. Accordingly, during such periods, the fund may not achieve its investment
objectives.
Principal
Risk Factors
An investment in the fund involves special risk considerations,
which are described below. The fund is a diversified, closed-end management investment company designed
as a long-term investment and not as a vehicle for short-term trading purposes. An investment in the
fund’s Common Shares may be speculative and it involves a high degree of risk. The fund should not
constitute a complete investment program. Due to the uncertainty in all investments, there can be no
assurance that the fund will achieve its investment objectives. Different risks may be more significant
at different times depending on market conditions. Your Common Shares at any point in time may be worth
less than your original investment, even after taking into account the reinvestment of fund dividends
and distributions.
General Risks of Investing in the Fund
Risk of Market Price
Discount From Net Asset Value. Shares of closed-end funds frequently trade at a market
price that is below their net asset value. This is commonly referred to as “trading at a discount.”
This characteristic of shares of closed-end funds is a risk separate and distinct from the risk that
the fund’s net asset value may decrease.
63
ADDITIONAL
INFORMATION (Unaudited) (continued)
Whether Common Shareholders will realize a gain or loss upon the sale of the Common
Shares will depend upon whether the market value of those Common Shares at the time of sale is above
or below the price the Common Shareholder paid, taking into account transaction costs, for the Common
Shares and is not directly dependent upon the fund’s net asset value. Because the market value of the
Common Shares will be determined by factors such as the relative demand for and supply of the Common
Shares in the market, general market conditions and other factors beyond the control of the fund, the
fund cannot predict whether its Common Shares will trade at, below or above net asset value, or below
or above the initial offering price for such Common Shares.
Management and Allocation Risk.
The fund’s primary portfolio managers make all determinations regarding allocations and reallocations
of the fund’s Managed Assets to each Credit Strategy. The percentage allocations among Credit Strategies
may, from time to time, be out of balance with the target allocations set by the fund’s primary portfolio
managers due to various factors, such as varying investment performance among Credit Strategies, illiquidity
of certain portfolio investments or a change in the target allocations. Any rebalancing of the fund’s
portfolio, whether pursuant to a fixed percentage allocation or otherwise, may have an adverse effect
on the performance of the fund and may be subject to certain additional limits and constraints. There
can be no assurance that the decisions of the fund’s primary portfolio managers with respect to the
allocation and reallocation of the fund’s Managed Assets among the Credit Strategies, or that an investment
within a particular Credit Strategy, will be successful.
Seven-Year Term Risk. It is anticipated
that the fund will terminate on or about November 25, 2024, subject to certain extensions described herein.
As the assets of the fund will be liquidated in connection with its termination, the fund may be required
to sell portfolio securities when it otherwise would not, including at times when market conditions are
not favorable, which may cause the fund to lose money. During any wind-down period, the fund may deviate
from its 80% investment policy and its Credit Strategy allocations and may not achieve its investment
objectives. In addition, the Board may choose to adopt a plan of termination prior to the Termination
Date upon written notice to all shareholders of the fund.
As the fund approaches
its Termination Date, the portfolio composition of the fund will change as more of the fund’s investments
mature or are called or sold, which may cause the fund’s returns to decrease. The fund may also shift
its portfolio composition to securities the Sub-Adviser believes will provide adequate liquidity upon
termination of the fund, which may also cause the fund’s returns to decrease. In addition, rather than
reinvesting the proceeds of its matured, called or sold credit
64
investments, the fund may distribute the proceeds in one or more liquidating distributions
prior to the final liquidation, which may cause the fund’s fixed expenses to increase when expressed
as a percentage of assets under management, or the fund may invest the proceeds in lower yielding securities
or hold the proceeds in cash, which may adversely affect the performance of the fund.
The
Board may choose to commence the liquidation and termination of the fund prior to the Termination Date,
which would cause the fund to miss any market appreciation that occurs after the termination is implemented.
Conversely, the Board may decide against early termination, after which decision, market conditions may
deteriorate and the fund may experience losses. Upon its termination, it is anticipated that the fund
will have distributed substantially all of its net assets to Common Shareholders, although securities
for which no market exists or securities trading at depressed prices, if any, may be placed in a liquidating
trust. Securities placed in a liquidating trust may be held for an indefinite period of time until they
can be sold or pay out all of their cash flows. The fund cannot predict the amount of securities that
will be required to be placed in a liquidating trust.
Investment and Market Risk.
An investment in the fund is subject to investment risk, including the possible loss of the entire amount
that you invest. Your investment in Common Shares represents an indirect investment in the credit instruments
and other investments and assets owned by the fund. The value of the fund’s portfolio investments may
move up or down, sometimes rapidly and unpredictably. The value of the instruments in which the fund
invests may be affected by political, regulatory, economic and social developments, and developments
that impact specific economic sectors, industries or segments of the market. In addition, turbulence
in financial markets and reduced liquidity in equity, credit and/or fixed income markets may negatively
affect many issuers, which could adversely affect the fund. Global economies and financial markets are
becoming increasingly interconnected, and conditions and events in one country, region or financial market
may adversely impact issuers in a different country, region or financial market. These risks may be magnified
if certain events or developments adversely interrupt the global supply chain; in these and other circumstances,
such risks might affect companies world-wide. Recent examples include pandemic risks related to COVID-19
and aggressive measures taken world-wide in response by governments, including closing borders, restricting
international and domestic travel and imposing prolonged quarantines of large populations, and by businesses,
including changes to operations and reducing staff. The effects of COVID-19 have contributed to increased
volatility in global markets and will likely affect certain countries, companies, industries and market
sectors more dramatically than others.
65
ADDITIONAL
INFORMATION (Unaudited) (continued)
The COVID-19 pandemic has had, and any other outbreak of an infectious disease
or other serious public health concern could have, a significant negative impact on economic and market
conditions and could trigger a prolonged period of global economic slowdown. To the extent the fund has
significant investments in certain countries, regions, companies, industries or market sectors, such
positions will increase the risk of loss from adverse developments affecting those countries, regions,
companies, industries or sectors.
Tax Risk. Certain of the fund’s investments will
require the fund to recognize taxable income in a taxable year in excess of the cash generated on those
investments during that year. In particular, the fund invests in loans and other debt obligations that
will be treated as having “market discount” and/or original issue discount for U.S. federal income
tax purposes. Because the fund may be required to recognize income in respect of these investments before,
or without receiving, cash representing such income, the fund may have difficulty satisfying the annual
distribution requirements applicable to regulated investment companies and avoiding fund-level U.S. federal
income and/or excise taxes. Accordingly, the fund may be required to sell assets, including at potentially
disadvantageous times or prices, borrow, raise additional equity capital, make taxable distributions
of its shares or debt securities, or reduce new investments, to obtain the cash needed to make these
income distributions. If the fund liquidates assets to raise cash, the fund may realize gain or loss
on such liquidations; in the event the fund realizes net capital gains from such liquidation transactions,
its shareholders may receive larger capital gain distributions than they would in the absence of such
transactions.
Risks of Investing in Credit Instruments
Issuer Risk.
The market value of credit instruments may decline for a number of reasons that directly relate to the
issuer, such as management performance, financial leverage and reduced demand for the issuer’s goods
and services. The market value of a credit instrument also may be affected by investors’ perceptions
of the creditworthiness of the issuer, the issuer’s performance and perceptions of the issuer in the
market place.
Credit Risk. Credit risk is the risk that one or more credit instruments
in the fund’s portfolio will decline in price or fail to pay interest or principal when due because
the issuer of the instrument experiences a decline in its financial status. Losses may occur because
the market value of a credit instrument is affected by the creditworthiness or perceived creditworthiness
of the issuer and by general economic and specific industry conditions and the fund’s investments will
often be subordinate to other debt in the issuer’s capital structure. Because the fund generally invests
a significant portion of its Managed Assets in below investment
66
grade instruments, it will be exposed to a greater amount of credit risk than
a fund which invests in investment grade securities. The prices of below investment grade instruments
are more sensitive to negative developments, such as a decline in the issuer’s revenues or a general
economic downturn, than are the prices of investment grade instruments, which may reduce the fund’s
net asset value.
Interest Rate Risk. Prices of fixed rate credit instruments tend to move inversely
with changes in interest rates. Typically, a rise in rates will adversely affect these instruments and,
accordingly, will cause the value of the fund’s investments in these securities to decline. Interest
rates in the United States have been rising and may continue to increase in the near future. During periods
of very low interest rates, which occur from time to time due to market forces or actions of governments
and/or their central banks, including the Board of Governors of the Federal Reserve System in the United
States, the fund may be subject to a greater risk of principal decline from rising interest rates. The
magnitude of these fluctuations in the market price of fixed rate credit instruments is generally greater
for instruments with longer effective maturities and durations because such instruments do not mature,
reset interest rates or become callable for longer periods of time.
Unlike
investment grade instruments, however, the prices of high yield (“junk”) instruments may fluctuate
unpredictably and not necessarily inversely with changes in interest rates. In addition, the rates on
floating rate instruments adjust periodically with changes in market interest rates. Although these instruments
are generally less sensitive to interest rate changes than fixed rate instruments, the value of floating
rate loans and other floating rate instruments may decline if their interest rates do not rise as quickly,
or as much, as general interest rates. Substantial increases in interest rates could cause an increase
in loan defaults as borrowers might lack resources to meet higher debt service requirements.
Prepayment Risk.
During periods of declining interest rates, the issuer of a credit instrument may exercise its option
to prepay principal earlier than scheduled, forcing the fund to reinvest the proceeds from such prepayment
in potentially lower yielding instruments, which may result in a decline in the fund’s income and distributions
to Common Shareholders. This is known as prepayment or “call” risk. Credit instruments frequently
have call features that allow the issuer to redeem the instrument at dates prior to its stated maturity
at a specified price (typically greater than par) only if certain prescribed conditions are met (“call
protection”). An issuer may choose to redeem a fixed rate credit instrument if, for example, the issuer
can refinance the instrument at a lower cost due to declining interest rates or an improvement in the
credit standing of the issuer. For premium
67
ADDITIONAL
INFORMATION (Unaudited) (continued)
bonds (bonds acquired at prices that exceed their par or principal value) purchased
by the fund, prepayment risk may be enhanced.
Reinvestment Risk. Reinvestment risk is the risk that income
from the fund’s portfolio will decline if and when the fund invests the proceeds from matured, traded
or called credit instruments at market interest rates that are below the portfolio’s current earnings
rate. A decline in income could affect the Common Share price or its overall return.
Spread Risk.
Wider credit spreads and decreasing market values typically represent a deterioration of the fixed income
instrument’s credit soundness and a perceived greater likelihood or risk of default by the issuer.
Fixed income instruments generally compensate for greater credit risk by paying interest at a higher
rate. The difference (or “spread”) between the yield of a security and the yield of a benchmark,
such as a U.S. Treasury security with a comparable maturity, measures the additional interest paid for
credit risk. As the spread on a security widens (or increases), the price (or value) of the security
generally falls. Spread widening may occur, among other reasons, as a result of market concerns over
the stability of the market, excess supply, general credit concerns in other markets, security- or market-specific
credit concerns or general reductions in risk tolerance.
Inflation/Deflation Risk. Inflation risk is
the risk that the value of certain assets or income from the fund’s investments will be worth less
in the future as inflation decreases the value of money. As inflation increases, the real value of the
Common Shares and distributions on the Common Shares can decline. In addition, during any periods of
rising inflation, the costs associated with the fund’s use of leverage through Borrowings would likely
increase, which would tend to further reduce returns to Common Shareholders. Deflation risk is the risk
that prices throughout the economy decline over time—the opposite of inflation. Deflation may have
an adverse effect on the creditworthiness of issuers and may make issuer defaults more likely, which
may result in a decline in the value of the fund’s portfolio.
Below
Investment Grade Instruments Risk
The fund may invest all of its assets
in below investment grade instruments. Below investment grade instruments are commonly referred to as
“junk” or “high yield” instruments and are regarded as predominantly speculative with respect
to the issuer’s capacity to pay interest and repay principal. Below investment grade instruments, though
generally higher yielding, are characterized by higher risk. These instruments are especially sensitive
to adverse changes in general economic conditions, to changes in the financial condition of their issuers
and to price fluctuation in response to changes in interest rates. During periods of economic downturn
or rising interest rates, issuers of below investment grade instruments may
68
experience financial stress that could adversely affect their ability to make
payments of principal and interest and increase the possibility of default. The secondary market for
below investment grade instruments may not be as liquid as the secondary market for more highly rated
instruments, a factor which may have an adverse effect on the fund’s ability to dispose of a particular
security. There are fewer dealers in the market for high yield instruments than for investment grade
instruments. The prices quoted by different dealers may vary significantly, and the spread between the
bid and asked price is generally much larger for high-yield securities than for higher quality instruments.
Under adverse market or economic conditions, the secondary market for below investment grade instruments
could contract, independent of any specific adverse changes in the condition of a particular issuer,
and these instruments may become illiquid. In addition, adverse publicity and investor perceptions, whether
or not based on fundamental analysis, may also decrease the values and liquidity of below investment
grade instruments, especially in a market characterized by a low volume of trading.
Default,
or the market’s perception that an issuer is likely to default, could reduce the value and liquidity
of below investment grade instruments held by the fund, thereby reducing the value of an investment in
the Common Shares. In addition, default, or the market’s perception that an issuer is likely to default,
may cause the fund to incur expenses, including legal expenses, in seeking recovery of principal or interest
on its portfolio holdings, including litigation to enforce the fund’s rights. In any reorganization
or liquidation proceeding relating to a portfolio company, the fund may lose its entire investment or
may be required to accept cash or securities with a value less than its original investment. Among the
risks inherent in investments in a troubled entity is the fact that it frequently may be difficult to
obtain information as to the true financial condition of such issuer. The Sub-Adviser’s judgment about
the credit quality of an issuer and the relative value of its securities may prove to be wrong. In addition,
not only may the fund lose its entire investment on one or more instruments, Common Shareholders may
also lose their entire investments in the fund. Investments in below investment grade instruments may
present special tax issues for the fund to the extent that the issuers of these securities default on
their obligations pertaining thereto, and the U.S. federal income tax consequences to the fund as a holder
of such distressed securities may not be clear.
Because of the greater number of investment
considerations involved in investing in below investment grade instruments, the ability of the fund to
meet its investment objectives depends more on the Sub-Adviser’s judgment and analytical abilities
than would be the case if the portfolio invested primarily in securities in the higher rating categories.
While the Sub-Adviser will attempt to reduce the risks of investing in below
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ADDITIONAL
INFORMATION (Unaudited) (continued)
investment grade instruments through active portfolio management, diversification,
credit analysis and attention to current developments and trends in the economy and the financial markets,
there can be no assurance that a broadly diversified portfolio of such instruments would substantially
lessen the risks of defaults brought about by an economic downturn or recession.
Distressed or Defaulted
Issuers. The fund may invest up to 15% of its Managed Assets in credit instruments of
distressed or defaulted issuers. Such instruments may be rated in the lower rating categories (Caa1 or
lower by Moody’s Investors Service, Inc., or CCC+ or lower by S&P Global Ratings or Fitch Ratings,
Inc.) or, if unrated, are considered by the Sub-Adviser to be of comparable quality. For these securities,
the risks associated with below investment grade instruments are more pronounced. Instruments rated in
the lower rating categories are subject to higher credit risk with extremely poor prospects of ever attaining
any real investment standing, to have a current identifiable vulnerability to default, to be unlikely
to have the capacity to pay interest and repay principal when due in the event of adverse business, financial
or economic conditions and/or to be in default or not current in the payment of interest or principal.
Ratings may not accurately reflect the actual credit risk associated with a corporate security.
Investing in distressed or defaulted securities is speculative and involves substantial
risks. The fund may make such investments when, among other circumstances, the Sub-Adviser believes it
is reasonably likely that the issuer of the distressed or defaulted securities will make an exchange
offer or will be the subject of a plan of reorganization pursuant to which the fund will receive new
securities in return for the distressed or defaulted securities. 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 distressed
or defaulted securities 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
distressed or defaulted securities, 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. The fund also will be subject to significant
uncertainty as to when, in what manner and for what value the obligations evidenced by the distressed
or defaulted securities will eventually be satisfied (e.g., through a liquidation of the issuer’s assets,
an exchange offer or plan of reorganization involving the distressed or defaulted securities 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 distressed or defaulted securities held by the fund, there can be no assurance
that the securities or other
70
assets received by the fund in connection with the 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 no value.
Senior Secured Loans Risk
The
Senior Secured Loans in which the fund invests typically will be below investment grade quality. Although,
in contrast to other below investment grade instruments, Senior Secured Loans hold senior positions in
the capital structure of a business entity, are secured with specific collateral and have a claim on
the assets and/or stock of the borrower that is senior to that held by unsecured creditors, subordinated
debt holders and stockholders of the borrower, the risks associated with Senior Secured Loans are similar
to the risks of below investment grade instruments. Additionally, if a borrower under a Senior Secured
Loan defaults, becomes insolvent or goes into bankruptcy, the fund may recover only a fraction of what
is owed on the Senior Secured Loan or nothing at all.
Although the Senior
Secured Loans in which the fund invests will be secured by collateral, there can be no assurance that
such collateral can be readily liquidated or that the liquidation of such collateral would satisfy the
borrower’s obligation in the event of non-payment of scheduled interest or principal.
In
the event of the 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 securing a Senior Secured Loan.
In the event of a decline in the value of the already pledged collateral, if the terms of a Senior Secured
Loan do not require the borrower to pledge additional collateral, the fund will be exposed to the risk
that the value of the collateral will not at all times equal or exceed the amount of the borrower’s
obligations under the Senior Secured Loan. To the extent that a Senior Secured Loan is collateralized
by stock in the borrower or its subsidiaries, such stock may lose some or all of its value in the event
of the bankruptcy or insolvency of the borrower. Senior Secured Loans that are under-collateralized involve
a greater risk of loss. Some Senior Secured Loans are subject to the risk that a court, pursuant to fraudulent
conveyance or other similar laws, could subordinate a Senior Secured Loan to presently existing or future
indebtedness of the borrower or take other action detrimental to lenders, including the fund. Such court
action could, under certain circumstances, include invalidation of a Senior Secured Loan.
In
general, the secondary trading market for Senior Secured Loans is not fully-developed. No active trading
market may exist for certain Senior Secured 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 certain Senior Secured Loans
quickly or at a fair price. To the extent that a
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ADDITIONAL
INFORMATION (Unaudited) (continued)
secondary market does exist for certain Senior Secured Loans, the market for them
may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods.
Furthermore, Senior Secured Loans may not be considered securities, and purchasers, such as the fund,
may not be entitled to rely on the anti-fraud protections of the federal securities laws, including those
with respect to the use of material non-public information.
If legislation or state
or federal regulations impose additional requirements or restrictions on the ability of financial institutions
to make Senior Secured Loans, the availability of Senior Secured 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.
If legislation or federal or state regulations
require financial institutions to increase their capital requirements this may cause financial institutions
to dispose of Senior Secured Loans that are considered highly levered transactions. Such sales could
result in prices that, in the opinion of the Adviser or the Sub-Adviser, do not represent fair value.
If the fund attempts to sell a Senior Secured Loan at a time when a financial institution is engaging
in such a sale, the price the fund could obtain for the Senior Secured Loan may be adversely affected.
Loan
Valuation Risk. Because there may be a lack of centralized information and trading for certain
loans in which the fund may invest, reliable market value quotations may not be readily available for
such loans and their valuation may require more research than for securities with a more developed secondary
market. Moreover, the valuation of such loans may be affected by uncertainties in the conditions of the
financial market, unreliable reference data, lack of transparency and inconsistency of valuation models
and processes. Trades can be infrequent and the market for floating rate loans may experience substantial
volatility. As a result, the fund is subject to the risk that when a loan is sold in the market, the
amount received by the fund may be less than the value that such instrument is carried at on the fund’s
books immediately prior to the sale.
Participations and Assignments Risk. A participation interest
gives the fund an undivided interest in a loan in the proportion that the fund’s participation interest
bears to the total principal amount of the loan, but does not establish any direct relationship between
the fund and the borrower. If a Senior Secured Loan is acquired through a participation, the fund generally
will have no right to enforce compliance by the borrower with the terms of the loan agreement against
the borrower, and the fund may not directly benefit from the collateral supporting the loan obligation
in which it has purchased the participation. The fund may be subject to delays, expenses and risks that
are greater than those that would be involved if the fund
72
would enforce its rights directly against the borrower. Moreover, under the terms
of a participation interest the fund may be regarded as a creditor of another lender or co-participant
(rather than of the borrower), so that the fund may also be subject to the risk that such party may become
insolvent. Similar risks may arise with respect to the agent for a Senior Secured Loan if, for example,
assets held by the agent for the benefit of the fund were determined by the appropriate regulatory authority
or court to be subject to the claims of the agent’s creditors. Further, in the event of the bankruptcy
or insolvency of the borrower, the obligation of the borrower to repay the loan may be subject to certain
defenses that can be asserted by such borrower as a result of improper conduct by the agent or intermediate
participant.
The fund also may have difficulty disposing of participation
interests and assignments because to do so it will have to sell such securities to a third party. Because
there is no established secondary market for such securities, it is anticipated that such securities
could be sold only to a limited number of institutional investors. The lack of an established secondary
market may have an adverse impact on the value of such securities and the fund’s ability to dispose
of particular participation interests or assignments when necessary to meet the fund’s liquidity needs
or in response to a specific economic event such as a deterioration in the creditworthiness of the borrower.
The lack of an established secondary market for participation interests and assignments also may make
it more difficult for the fund to assign a value to these securities for purposes of valuing the fund’s
portfolio.
Covenant-Lite Loan Risk. The fund may invest in “covenant-lite”
loans. Certain financial institutions may define “covenant-lite” loans differently. Covenant-lite
loans may have tranches that contain fewer or no restrictive covenants. The tranche of the covenant-lite
loan that has fewer restrictions typically does not include the legal clauses which allow an investor
to proactively enforce financial tests or prevent or restrict undesired actions taken by the company
or sponsor. Covenant-lite loans also generally give the borrower/issuer more flexibility if they have
met certain loan terms and provide fewer investor protections if certain criteria are breached. The fund
may experience relatively greater realized or unrealized losses or delays in enforcing its rights on
its holdings of certain covenant-lite loans than its holdings of loans with the usual covenants. In the
event of a breach of a covenant in non-covenant-lite loans, lenders may have the ability to intervene
and either prevent or restrict actions that may potentially compromise the borrower’s ability to pay
or lenders may be in a position to obtain concessions from the borrower in exchange for a waiver or amendment
of the specific covenant(s). In contrast, covenant-lite loans do not always or necessarily offer the
same ability to intervene or obtain additional concessions from borrowers. This risk is offset to varying
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ADDITIONAL
INFORMATION (Unaudited) (continued)
degrees by the fact that the same financial and performance information may be
available with or without covenants to lenders and the public alike and can be used to detect such early
warning signs as deterioration of a borrower’s financial condition or results. With such information,
the Sub-Adviser is normally able to take appropriate actions without the help of covenants in the loans.
Covenant-lite corporate loans, however, may foster a capital structure designed to avoid defaults by
giving borrowers or issuers increased financial flexibility when they need it the most.
Subordinated Loans Risk.
Subordinated Loans generally are subject to similar risks as those associated with investments in Senior
Secured Loans, except that such loans are subordinated in payment and/or lower in lien priority to first
lien holders (e.g., holders of Senior Secured Loans) in the event of the liquidation or bankruptcy of
the issuer. In the event of default on a Subordinated Loan, the first priority lien holder has first
claim to the underlying collateral of the loan. Subordinated Loans are subject to the additional risk
that the cash flow of the borrower and collateral securing the loan or debt, if any, may be insufficient
to meet scheduled payments after giving effect to the senior unsecured or senior secured obligations
of the borrower. This risk is generally higher for subordinated unsecured loans or debt, which are not
backed by a security interest in any specific collateral. There also is a possibility that originators
will not be able to sell participations in Subordinated Loans, which would create greater credit risk
exposure for the holders of such loans. Subordinated Loans generally have greater price volatility than
Senior Secured Loans and may be less liquid.
Corporate Debt
Risk
The market value of Corporate Debt generally may be expected to rise and fall
inversely with interest rates. The market value of intermediate and longer term Corporate Debt is generally
more sensitive to changes in interest rates than is the market value of shorter term Corporate Debt.
The market value of Corporate Debt also may be affected by factors directly related to the issuer, such
as investors’ perceptions of the creditworthiness of the issuer, the issuer’s financial performance,
perceptions of the issuer in the market place, performance of management of the issuer, the issuer’s
capital structure and use of financial leverage and demand for the issuer’s goods and services. There
is a risk that the issuers of Corporate Debt may not be able to meet their obligations on interest and/or
principal payments at the time called for by an instrument. Corporate Debt rated below investment grade
quality is often high risk and has speculative characteristics and may be particularly susceptible to
adverse issuer-specific developments.
Special Situations Investments Risk
74
The Sub-Adviser focuses the fund’s Special Situations Investments in companies
that have experienced, or are currently experiencing, financial difficulties as a result of deteriorating
operations, changes in macro-economic conditions, changes in governmental monetary or fiscal policies,
adverse legal judgments, or other events which may adversely impact their credit standing. These investments
are subject to many of the risks discussed elsewhere herein, including risks associated with investing
in high yield fixed income securities. Special Situations Investments generally will be treated as illiquid
securities by the fund.
From time to time, the Sub-Adviser may take control positions,
sit on creditors’ committees or otherwise take an active role in seeking to influence the management
of the issuers of Special Situations Investments, in which case the fund may be subject to increased
litigation risk resulting from its actions and it may obtain inside information that may restrict its
ability to dispose of Special Situations Investments.
Structured Credit
Investments Risk
Holders of Structured Credit Investments bear risks of the
underlying investments, index or reference obligation and are subject to counterparty risk. The fund
may have the right to receive payments only from the issuers of the structured product, and generally
does not have direct rights against the issuer or the entity that sold the assets to be securitized.
While certain Structured Credit Investments enable the investor to acquire interests in a pool of securities
without the brokerage and other expenses associated with directly holding the same securities, investors
in Structured Credit Investments generally pay their share of the investment’s administrative and other
expenses. Although it is difficult to predict whether the prices of indices and securities underlying
structured products will rise or fall, these prices (and, therefore, the prices of structured products)
will be influenced by the same types of political and economic events that affect issuers of securities
and capital markets generally. If the issuer of a Structured Credit Investment uses shorter term financing
to purchase longer term securities, the issuer may be forced to sell its securities at below market prices
if it experiences difficulty in obtaining such financing, which may adversely affect the value of the
Structured Credit Investments owned by the fund.
CDOs may be thinly traded or have a limited
trading market. CDOs, such as CLOs, are typically privately offered and sold, and thus are not registered
under the securities laws. As a result, investments in CLOs and other types of CDOs may be characterized
by the fund as illiquid securities, especially investments in mezzanine and subordinated/equity tranches
of CLOs; however, an active dealer market may exist for certain investments and more senior CLO tranches,
which would allow such securities to be considered liquid in some circumstances. In addition to the
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ADDITIONAL
INFORMATION (Unaudited) (continued)
general risks associated with credit instruments discussed herein, CLOs and other
types of CDOs carry additional risks, including, but not limited to: (i) the possibility that distributions
from collateral securities will not be adequate to make interest or other payments; (ii) the quality
of the collateral may decline in value or default; (iii) the possibility that the class of CLO or CDO
held by the fund is subordinate to other classes; and (iv) the complex structure of the security may
not be fully understood at the time of investment and may produce disputes with the issuer or unexpected
investment results.
Credit-linked notes, which are used to transfer credit risk,
are typically privately offered and sold. Certain credit-linked notes also may be thinly traded or have
a limited trading market. As a result, investments in credit-linked notes may be characterized by the
fund as illiquid securities. The performance of the notes is linked to the performance of an underlying
reference entity. The main risk of credit-linked notes is the risk of the reference entity experiencing
a credit event that triggers a contingent payment obligation by the special purpose vehicle (“SPV”)
that sold the credit protection. Should such an event occur, the SPV would have to pay the transaction
sponsor and payments to the note holders would be subordinated.
Asset-backed securities
are a form of derivative instrument. Payment of principal and interest may depend largely on the cash
flows generated by the assets backing the securities and, in certain cases, supported by letters of credit,
surety bonds or other forms of credit or liquidity enhancements. The value of these asset-backed securities
may be affected by the creditworthiness of the servicing agent for the pool of assets, the originator
of the loans or receivables or the financial institution providing the credit support.
Zero
Coupon, Pay-In-Kind and Step-Up Securities Risk
The amount of any discount on these securities
varies depending on the time remaining until maturity or cash payment date, prevailing interest rates,
liquidity of the security and perceived credit quality of the issuer. The market prices of these securities
generally are more volatile and are likely to respond to a greater degree to changes in interest rates
than the market prices of securities that pay cash interest periodically having similar maturities and
credit qualities. In addition, unlike bonds that pay cash interest throughout the period to maturity,
the fund will realize no cash until the cash payment date unless a portion of such securities are sold
and, if the issuer defaults, the fund may obtain no return at all on its investment. The interest payments
deferred on a PIK security are subject to the risk that the borrower may default when the deferred payments
are due in cash at the maturity of the instrument. In addition, the interest rates on PIK securities
are higher to reflect the time value of money on deferred
76
interest payments and the higher credit risk of borrowers who may need to defer
interest payments. The deferral of interest on a PIK loan increases its loan to value ratio, which is
a measure of the riskiness of a loan. An election to defer PIK interest payments by adding them to principal
increases the fund’s Managed Assets and, thus, increases future investment management fees to the Adviser
(and, indirectly, the Sub-Adviser). PIK securities also may have unreliable valuations because the accruals
require judgments by the Sub-Adviser about ultimate collectability of the deferred payments and the value
of the associated collateral. Federal income tax law requires the holder of a zero coupon security or
of certain pay-in-kind or step-up bonds to accrue income with respect to these securities prior to the
receipt of cash payments.
Foreign Investments Risk
Investing
in foreign instruments involve certain risks not involved in domestic investments. Foreign securities
markets generally are not as developed or efficient as those in the United States. There may be a lack
of comprehensive information regarding foreign issuers, and their securities are less liquid and more
volatile than securities of comparable U.S. issuers. Similarly, volume and liquidity in most foreign
securities markets are less than in the United States and, at times, volatility of price can be greater
than in the United States. The risks of investing in foreign securities also include restrictions that
may make it difficult for the fund to obtain or enforce judgments in foreign courts. These risks also
include certain national policies that may restrict the fund’s investment opportunities, including
restrictions on investments in issuers or industries deemed sensitive to national interests and/or limitations
on the total amount or type of position in any single issuer.
Certain foreign countries
may impose restrictions on the ability of issuers within those countries to make payments of principal
and interest to investors located outside the country. In addition, the fund will be subject to risks
associated with adverse political and economic developments in foreign countries, which could cause the
fund to lose money on its investments in non-U.S. instruments. The ability of a foreign sovereign issuer
to make timely payments on its debt obligations will also be strongly influenced by the sovereign issuer’s
balance of payments, including export performance, its access to international credit facilities and
investments, fluctuations of interest rates and the extent of its foreign reserves. The cost of servicing
external debt will also generally be adversely affected by rising international interest rates, as many
external debt obligations bear interest at rates which are adjusted based upon international interest
rates.
Some foreign instruments may be less liquid and more volatile than securities
of comparable U.S. issuers. Similarly, there is less volume and liquidity in most foreign securities
markets than in the United States and, at
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ADDITIONAL
INFORMATION (Unaudited) (continued)
times, greater price volatility than in the United States. Because evidences of
ownership of such instruments usually are held outside the United States, the fund will be subject to
additional risks if it invests in non-U.S. instruments, which include possible adverse political and
economic developments, seizure or nationalization of foreign deposits and adoption of governmental restrictions
which might adversely affect or restrict the payment of principal and interest on the foreign instruments
to investors located outside the country of the issuer, whether from currency blockage or otherwise.
Foreign instruments may trade on days when the Common Shares are not priced.
Foreign
government debt includes bonds that are issued or backed by foreign governments or their agencies, instrumentalities
or political subdivisions or by foreign central banks. The governmental authorities that control the
repayment of the debt may be unable or unwilling to repay principal and/or interest when due in accordance
with terms of such debt, and the fund may have limited legal recourse in the event of a default.
The risks associated with investing in foreign securities are often heightened
for investments in emerging market countries. These heightened risks include: (i) greater risks of expropriation,
confiscatory taxation and nationalization, and less social, political and economic stability; (ii) the
small size of the markets for securities of emerging market issuers and a low or nonexistent volume of
trading, resulting in lack of liquidity and in price volatility; (iii) certain national policies which
may restrict the investment opportunities including restrictions on investing in issuers or industries
deemed sensitive to relevant national interests; and (iv) the absence of developed legal structures governing
private or foreign investment and private property. The purchase and sale of portfolio investments in
certain emerging market countries may be constrained by limitations as to daily changes in the prices
of listed securities, periodic trading or settlement volume and/or limitations on aggregate holdings
of foreign investors. In certain cases, such limitations may be computed based upon the aggregate trading
by or holdings of the fund, the Adviser, the Sub-Adviser and their affiliates and their respective clients
and other service providers. The fund may not be able to sell securities in circumstances where price,
trading or settlement volume limitations have been reached.
European Investments
Risk
A number of countries in Europe have experienced severe economic and financial
difficulties. Many non-governmental issuers, and even certain governments, have defaulted on, or been
forced to restructure, their debts. Many other issuers have faced difficulties obtaining credit or refinancing
existing obligations. Financial institutions have in many cases required government or central bank support,
have needed to raise capital, and/or
78
have been impaired in their ability to extend credit, and financial markets in
Europe and elsewhere have experienced significant volatility and declines in asset values and liquidity.
These difficulties may continue, worsen or spread within and without Europe. Responses to the financial
problems by European governments, central banks and others, including austerity measures and reforms,
may not be effective, may result in social unrest and may limit future growth and economic recovery or
have other unintended consequences. Further defaults or restructurings by governments and others of outstanding
debt could have additional adverse effects on economies, financial markets and asset valuations around
the world.
Decreasing imports or exports, changes in governmental or European Union (“EU”)
regulations on trade, changes in the exchange rate of the euro, the default or threat of default by an
EU member country on its sovereign debt, and/or an economic recession in an EU member country may have
a significant adverse effect on the securities of EU issuers. The European financial markets have recently
experienced volatility and adversity due to concerns about economic downturns, or rising government debt
levels, in several European countries. These events have adversely affected the exchange rate of the
euro and may continue to significantly affect every country in Europe.
The
risk of investing in Europe may be heightened due to the withdrawal of the United Kingdom from membership
in the EU (known as “Brexit”). Although the effects of Brexit are unknown at this time, Brexit may
result in fluctuations of exchange rates, increased illiquidity, inflation, and changes in legal and
regulatory regimes to which certain of the fund’s assets are subject. These and other geopolitical
developments could have a negative impact on both the United Kingdom’s economy and the economies of
the other countries in Europe, as well as greater volatility in the global financial and currency markets.
The effect on the economies of the United Kingdom and the EU likely will depend on the nature of trade
relations between the United Kingdom and the EU and the other major economies. These events could negatively
affect the value and liquidity of all of the fund’s investments, not only the fund’s investments
in securities of issuers located in Europe.
Foreign Currency Transactions Risk
As the fund invests in securities that trade in, and receives revenues in, foreign
currencies, or in derivatives that provide exposure to foreign currencies, it will be subject to the
risk that those currencies will decline in value relative to the U.S. dollar, or, in the case of hedging
positions intended to protect the fund from decline in the value of non-U.S. currencies, that the U.S.
dollar will decline in value relative to the currency being hedged. Currency rates in foreign countries
may fluctuate
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ADDITIONAL
INFORMATION (Unaudited) (continued)
significantly over short periods of time for a number of reasons, including changes
in interest rates, intervention (or the failure to intervene) by U.S. or foreign governments, central
banks or supranational entities such as the International Monetary Fund, or by the imposition of currency
controls or other political developments in the United States or abroad. As a result, the fund’s investments
in foreign currency denominated securities may reduce the returns of the fund. While the fund generally
seeks to hedge substantially all of its non-U.S. dollar-denominated securities into U.S. dollars, hedging
may not alleviate all currency risks. Furthermore, the issuers in which the fund invests may be subject
to risks relating to changes in currency rates, as described above. If a company in which the fund invests
suffers such adverse consequences as a result of such changes, the fund may also be adversely affected
as a result.
Continuing uncertainty as to the status of the euro and the
EU has created significant volatility in currency and financial markets generally. Any partial or complete
dissolution of the EU could have significant adverse effects on currency and financial markets, and on
the values of the fund’s portfolio investments. If one or more EU countries were to stop using the
euro as its primary currency, the fund’s investments in such countries, if any, may be redenominated
into a different or newly adopted currency. As a result, the value of those investments could decline
significantly and unpredictably. In addition, instruments or other investments that are redenominated
may be subject to foreign currency risk, liquidity risk and valuation risk to a greater extent than similar
investments currently denominated in euros.
Principal Risks of the Use of Derivatives
The fund is subject to additional risks with respect to the use of derivatives.
Derivatives can be volatile and involve various types and degrees of risk, depending upon the characteristics
of the particular derivative and the portfolio as a whole. Derivatives permit the fund to increase or
decrease the level of risk, or change the character of the risk, to which its portfolio is exposed in
much the same way as the fund can increase or decrease the level of risk, or change the character of
the risk, of its portfolio by making investments in specific securities. However, derivatives may entail
investment exposures that are greater than their cost would suggest, meaning that a small investment
in derivatives could have a large potential impact on the fund’s performance. If the fund invests in
derivatives at inopportune times or judges market conditions incorrectly, such investments may lower
the fund’s return or result in a loss. The fund also could experience losses if its derivatives were
poorly correlated with the underlying instruments or the fund’s other investments, or if the fund were
unable to liquidate its position because of an illiquid secondary market. The market for many derivatives
is, or suddenly can become,
80
illiquid. Changes in liquidity may result in significant, rapid and unpredictable
changes in the prices for derivatives. If a derivative transaction is particularly large or if the relevant
market is illiquid, it may not be possible to initiate a transaction or liquidate a position at an advantageous
time or price. Additionally, some derivatives the fund may use may involve economic leverage, which may
increase the volatility of these instruments as they may increase or decrease in value more quickly than
the underlying security, index, currency, futures contract, or other economic variable.
Derivatives
may be purchased on established exchanges or through privately negotiated transactions referred to as
OTC derivatives. Exchange-traded derivatives generally are guaranteed by the clearing agency that is
the issuer or counterparty to such derivatives. As a result, unless the clearing agency defaults, there
is relatively little counterparty credit risk associated with derivatives purchased on an exchange. In
contrast, no clearing agency guarantees OTC derivatives. Therefore, many of the regulatory protections
afforded participants on organized exchanges for futures contracts and exchange-traded options, such
as the performance guarantee of an exchange clearing house, are not available in connection with OTC
derivative transactions. As a result, each party to an OTC derivative bears the risk that the counterparty
will default. Accordingly, the Sub-Adviser will consider the creditworthiness of counterparties to OTC
derivatives in the same manner as it would review the credit quality of a security to be purchased by
the fund. OTC derivatives are less liquid than exchange-traded derivatives since the other party to the
transaction may be the only investor with sufficient understanding of the derivative to be interested
in bidding for it.
Because many derivatives have a leverage component, adverse
changes in the value or level of the underlying asset, reference rate or index can result in a loss substantially
greater than the amount invested in the derivative itself. Certain derivatives, such as written call
options, have the potential for unlimited loss, regardless of the size of the initial investment. If
a derivative transaction is particularly large or if the relevant market is illiquid (as is the case
with many privately-negotiated derivatives, including swap agreements), it may not be possible to initiate
a transaction or liquidate a position at an advantageous time or price.
Credit Derivatives.
The use of credit derivatives is a highly specialized activity which involves strategies and risks different
from those associated with ordinary portfolio security transactions. If the Sub-Adviser is incorrect
in its forecasts of default risks, market spreads or other applicable factors, the investment performance
of the fund would diminish compared with what it would have been if these techniques were not used. Moreover,
even if the Sub-Adviser is correct in its forecasts, there is a risk that a credit
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ADDITIONAL
INFORMATION (Unaudited) (continued)
derivative position may correlate imperfectly with the price of the asset or liability
being protected.
Swap Agreements. The fund may enter into swap transactions, including credit
default and total return swap agreements. Such transactions are subject to market risk, risk of default
by the other party to the transaction and risk of imperfect correlation between the value of such instruments
and the underlying assets and may involve commissions or other costs. Swaps generally do not involve
the delivery of securities, other underlying assets or principal. Accordingly, the risk of loss with
respect to swaps generally is limited to the net amount of payments that the fund is contractually obligated
to make, or in the case of the other party to a swap defaulting, the net amount of payments that the
fund is contractually entitled to receive. The fund bears the risk of loss of the amount expected to
be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty.
The fund will enter into swap agreements only with counterparties that meet certain standards of creditworthiness
(generally, such counterparties would have to be eligible counterparties under the terms of the fund’s
repurchase agreement guidelines). In addition, it is possible that developments in the swaps market,
including potential government regulation, could adversely affect the fund’s ability to terminate existing
swap agreements or to realize amounts to be received under such agreements.
The
federal income tax treatment of payments in respect of certain derivatives contracts is unclear. Common
Shareholders may receive distributions that are attributable to derivatives contracts that are treated
as ordinary income for federal income tax purposes.
Rule 18f-4 under the Act regulates the
use of derivatives by the fund. The rule defines “derivatives transactions” as (i) any
swap, security-based swap, futures contract, forward contract, option, any combination of the foregoing,
or any similar instrument (“derivatives instrument”), under which a fund is or may be required to
make any payment or delivery of cash or other assets during the life of the instrument or at maturity
or early termination, whether as margin or settlement payment or otherwise; (ii) investment in a security
on a when-issued or forward-settling basis, or with a non-standard settlement cycle, unless (a) the fund
intends to physically settle the transaction and (b) the transaction will settle within 35 days of its
trade date; (iii) any short sale borrowing; and (iv) any reverse repurchase agreement or similar financing
transactions if a fund relies on Rule 18f-4(d)(1)(ii) and therefore is required to treat its reverse
repurchase agreements and similar financing transactions as derivatives transactions. Funds that use
derivatives, other than “limited” derivatives users, must comply with one of two value-at-risk (“VaR”)
based limits on fund leverage: (1) a default test based on relative VaR (i. e., 200% of the VaR of
82
the fund’s designated reference portfolio, which either may be an index that
meets certain requirements, or the fund’s own securities portfolio (excluding derivatives transactions);
or (2) if applicable, an exception to the default test based on absolute VaR (i. e., 20% of the value
of the fund’s net assets). The rule also requires funds that use derivatives, other than “limited”
derivatives users, to adopt and implement a written derivatives risk management program (a “DRM Program”)
administered by a board-approved derivatives risk manager (a “DRM”). The DRM Program must include
the following elements: (1) the identification and assessment of derivatives risks; (2) the establishment,
maintenance, and enforcement of investment, risk management or related guidelines that provide for quantitative
or otherwise measurable criteria, metrics or thresholds related to the derivatives risks; (3) stress
testing of the derivatives risks; (4) backtesting of the VaR calculation model; (5) internal reporting
and escalation of certain matters to the fund’s portfolio management team and board; and (6) periodic
review by the DRM. A fund that is a “limited” derivatives user is not required to adopt a DRM Program
or otherwise comply with a VaR test if it adopts and implements policies and procedures reasonably designed
to manage the fund’s derivatives risks. A fund will qualify as a “limited” derivatives user if
its derivative exposure does not exceed 10% of its net assets, excluding derivatives transactions used
to hedge certain currency and interest rate risks. The rule defines the term “derivatives exposure”
to mean the sum of: (1) the gross notional amounts of a fund’s derivatives transactions and (2) in
the case of short sale borrowings, the value of any asset sold short. Derivatives instruments that do
not involve future payment obligations—and therefore are not a “derivatives transaction” under
the rule—are not included in a fund’s derivatives exposure.
The fund has been deemed
to be “limited” derivatives user and has adopted and implemented policies and procedures reasonably
designed to manage the fund’s derivatives risks, including counterparty risk, leverage risk, liquidity
risk, market risk, operational risk, and legal risk.
Valuation Risk
Unlike publicly traded common stock which trades on national exchanges, there
is no central place or exchange for loans or other credit instruments in which the fund may invest to
trade. Some credit instruments trade in an OTC market which may be anywhere in the world where the buyer
and seller can settle on a price. Due to the lack of centralized information and trading, the valuation
of credit instruments may carry more risk than that of common stock. Uncertainties in the conditions
of the financial market, unreliable reference data, lack of transparency and inconsistency of valuation
models and processes may lead to inaccurate asset pricing. In addition, other market participants may
value instruments differently than
83
ADDITIONAL
INFORMATION (Unaudited) (continued)
the fund. As a result, the fund may be subject to the risk that when a credit
instrument is sold in the market, the amount received by the fund is less than the value that such credit
instrument is carried at on the fund’s books.
In addition, certain of the fund’s investments
will need to be fair valued in accordance with valuation procedures approved by the Board. Those portfolio
valuations may be based on unobservable inputs and certain assumptions about how market participants
would price the instrument. As a result, there will be uncertainty as to the value of certain of the
fund’s investments. The fund expects that inputs into the determination of fair value of those investments
will require significant management judgment or estimation. The net asset value of the fund, as determined
based, in part, on the fair value of those investments, may vary from the amount the fund would realize
upon the sale of such investments.
Furthermore, the fund may use the services
of one or more independent valuation firms to aid it in determining the fair value of certain investments.
Because valuations may fluctuate over short periods of time and may be based on estimates, fair value
determinations may differ materially from the value received in an actual transaction. Additionally,
valuations of private securities and private companies are inherently uncertain. The fund’s net asset
value could be adversely affected if the fund’s determinations regarding the fair value of those investments
were materially higher or lower than the values that it ultimately realize upon the disposal of such
investments.
The Board has designated the Adviser as the fund’s valuation
designee to make all fair value determinations with respect to the fund’s portolfio investments, subject
to the Board’s oversight.
Liquidity Risk
In addition to the
various other risks associated with investing in credit instruments, to the extent those instruments
are determined to be illiquid or restricted securities, they may be difficult to dispose of at a fair
price at the times when the fund believes it is desirable to do so. The market price of illiquid and
restricted securities generally is more volatile than that of more liquid securities, which may adversely
affect the price that the fund pays for or recovers upon the sale of such securities. Illiquid and restricted
securities are also more difficult to value, especially in challenging markets. The Sub-Adviser’s judgment
may play a greater role in the valuation process. Investment of the fund’s assets in illiquid and restricted
securities may restrict the fund’s ability to take advantage of market opportunities. In order to dispose
of an unregistered security, the fund, where it has contractual rights to do so, may have to cause such
security to be registered. A considerable period may elapse between the time the decision is made to
sell the security and the time the security is registered, thereby
84
enabling the fund to sell it. Contractual restrictions on the resale of securities
vary in length and scope and are generally the result of a negotiation between the issuer and purchaser
of the securities. In either case, the fund would bear market risks during the restricted period.
Leverage Risk
The fund’s use of leverage could create
the opportunity for a higher return for Common Shareholders, but would also result in special risks for
Common Shareholders and can magnify the effect of any losses. If the income and gains earned on the securities
and investments purchased with leverage proceeds are greater than the cost of the leverage, the return
on the Common Shares will be greater than if leverage had not been used.
Conversely,
if the income and gains from the securities and investments purchased with such proceeds do not cover
the cost of leverage, the return on the Common Shares will be less than if leverage had not been used.
There is no assurance that a leveraging strategy will be successful. In addition, derivative transactions
can involve leverage or the potential for leverage because they enable the fund to magnify the fund’s
exposure beyond its investment.
Leverage involves risks and special considerations
compared to a comparable portfolio without leverage including: (i) the likelihood of greater volatility
of the fund’s net asset value; (ii) the risk that fluctuations in interest rates on Borrowings will
reduce the return to the Common Shareholders or will result in fluctuations in the dividends paid on
the Common Shares; (iii) the effect of leverage in a declining market, which is likely to cause a greater
decline in the net asset value of the Common Shares than if the fund were not leveraged; (iv) when the
fund uses leverage, the investment management fees payable to the Adviser (and, indirectly, the Sub-Adviser)
will be higher than if the fund did not use leverage, and may provide a financial incentive to the Adviser
and the Sub-Adviser to increase the fund’s use of leverage and create an inherent conflict of interest;
and (v) leverage may increase expenses, which may reduce total return.
The
fund may continue to use leverage if the benefits to the Common Shareholders of maintaining the leveraged
position are believed to outweigh any current reduced return, but expects to reduce, modify or cease
its leverage if it is believed the costs of the leverage will exceed the return provided from the investments
made with the proceeds of the leverage.
Cybersecurity Risk
The
fund and its service providers are susceptible to operational and information security risks due to cybersecurity
incidents. In general,
85
ADDITIONAL
INFORMATION (Unaudited) (continued)
cybersecurity incidents can result from deliberate attacks or unintentional events.
Cybersecurity attacks include, but are not limited to, gaining unauthorized access to digital systems
(e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or
sensitive information, corrupting data or causing operational disruption. Cyber attacks also may be carried
out in a manner that does not require gaining unauthorized access, such as causing denial-of-service
attacks on websites (i.e., efforts to make services unavailable to intended users). Cybersecurity incidents
affecting the Adviser or other service providers, as well as financial intermediaries, have the ability
to cause disruptions and impact business operations, potentially resulting in financial losses, including
by interference with the fund’s ability to calculate its net asset value; impediments to trading for
the fund’s portfolio; the inability of Common Shareholders to transact business with the fund; violations
of applicable privacy, data security or other laws; regulatory fines and penalties; reputational damage;
reimbursement or other compensation or remediation costs; legal fees; or additional compliance costs.
Similar adverse consequences could result from cybersecurity incidents affecting issuers of securities
in which the fund invests, counterparties with which the fund engages in transactions, governmental and
other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers,
insurance companies and other financial institutions and other parties. While information risk management
systems and business continuity plans have been developed which are designed to reduce the risks associated
with cybersecurity, there are inherent limitations in any cybersecurity risk management systems or business
continuity plans, including the possibility that certain risks have not been identified.
Recent Changes
The
following information in this annual report is a summary of certain changes since August 31, 2023. This
information may not reflect all of the changes that have occurred since you purchased the fund.
During the period ended August 31, 2024, except as noted above, there were: (i)
no material changes in the fund’s investment objectives or policies that have not been approved by
stockholders, (ii) no changes in the fund’s charter or by-laws that would delay or prevent a change
of control of the fund that have not been approved by stockholders, (iii) no material changes to the
principal risk factors associated with investment in the fund, and (iv) no change in the persons primarily
responsible for the day-to-day management of the fund’s portfolio.
86
PROXY
RESULTS (Unaudited)
The fund’s stockholders voted on the following proposal presented at the annual
stockholders’ meeting held on June 12, 2024.
| | | | |
| Shares |
| For | | Authority
Withheld |
To elect two Class II Directors: † | | | |
| Joseph
S. DiMartino | 11,119,687 | | 694,754 |
| Benaree Pratt Wiley | 10,938,378 | | 876,063 |
† The
terms of these Class II Directors expire in 2027.
87
BOARD
MEMBERS INFORMATION (Unaudited)
Independent
Board Members
Joseph
S. DiMartino (80)
Chairman of the Board (2017)
Current term expires in 2027
Principal
Occupation During Past 5 Years:
· Director
or Trustee of funds in the BNY Mellon Family of Funds and certain other entities (as described in the
fund’s Statement of Additional Information) (1995-Present)
Other Public Company
Board Memberships During Past 5 Years:
· CBIZ,
Inc., a public company providing professional business services, products and solutions, Director
(1997-May 2023)
No. of Portfolios for which Board Member Serves: 80
———————
Francine
J. Bovich (73)
Board Member (2017)
Current term expires in 2025
Principal
Occupation During Past 5 Years:
· The
Bradley Trusts, private trust funds, Trustee (2011-Present)
Other
Public Company Board Memberships During Past 5 Years:
· Annaly Capital Management, Inc., a real estate investment
trust, Director (2014-Present)
No. of Portfolios for which Board Member
Serves: 68
———————
Andrew J.
Donohue (74)
Board Member (2019)
Current term expires in 2026
Principal
Occupation During Past 5 Years:
· Attorney,
Solo Law Practice (2019-Present)
· Shearman
& Sterling LLP, a law firm, Of Counsel (2017-2019)
· Chief of Staff to the Chair of the SEC (2015-2017)
Other Public Company Board Memberships During Past 5 Years:
· Oppenheimer Funds (58 funds), Director
(2017-2019)
No. of Portfolios for which Board Member Serves: 40
———————
88
Bradley
Skapyak (65)
Board Member (2021)
Current term expires in 2025
Principal
Occupation During Past 5 Years:
· Chief
Operating Officer and Director of The Dreyfus Corporation (2009-2019)
· Chief Executive Officer and Director of BNY Mellon Securities
Corporation (the “Distributor”) (2016-2019)
· Chairman and Director of The Dreyfus Transfer Agent, Inc.
(2011-2019)
· Senior
Vice President of The Bank of New York Mellon (2007-2019)
No. of Portfolios for which Board Member
Serves: 18
———————
Roslyn M.
Watson (74)
Board Member (2017)
Current term expires in 2027
Principal
Occupation During Past 5 Years:
· Watson
Ventures, Inc., a real estate investment company, Principal (1993-Present)
Other Public Company Board Memberships During Past 5 Years:
· American Express Bank, FSB, Director
(1993-2018)
No. of Portfolios for which Board Member Serves: 40
———————
Benaree
Pratt Wiley (78)
Board Member (2017)
Current term expires in 2027
Principal
Occupation During Past 5 Years:
· The
Wiley Group, a firm specializing in strategy and business development, Principal
(2005-Present)
Other Public Company Board Memberships During Past 5 Years:
· CBIZ,
Inc., a public company providing professional business services, products and solutions, Director
(2008-Present)
· Blue
Cross-Blue Shield of Massachusetts, Director (2004-December 2020)
No. of Portfolios for
which Board Member Serves: 52
———————
The address of the Board Members and Officers is c/o BNY Mellon Investment Adviser,
Inc., 240 Greenwich Street, New York, New York 10286.
89
OFFICERS
OF THE FUND (Unaudited)
DAVID DIPETRILLO, President since January 2021.
Vice
President and Director of the Adviser since February 2021; Head of North America Distribution, BNY Investments
since February 2023; and Head of North America Product, BNY Investments from January 2018 to February
2023. He is an officer of 51 investment companies (comprised of 93 portfolios) managed by the Adviser
or an affiliate of the Adviser. He is 46 years old and has been an employee of BNY since 2005.
JAMES
WINDELS, Treasurer since July 2017.
Director of the Adviser
since February 2023; Vice President of the Adviser since September 2020; and Director–BNY Fund Administration.
He is an officer of 52 investment companies (comprised of 110 portfolios) managed by the Adviser or an
affiliate of the Adviser. He is 65 years old and has been an employee of the Adviser since April 1985.
PETER
M. SULLIVAN, Chief Legal Officer since July 2021 and Vice President and Assistant Secretary since March
2019.
Chief Legal Officer of the Adviser and Associate General Counsel
of BNY since July 2021; Senior Managing Counsel of BNY from December 2020 to July 2021; and Managing
Counsel of BNY from March 2009 to December 2020. He is an officer of 52 investment companies (comprised
of 110 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 56 years old and has
been an employee of BNY since April 2004.
SARAH S. KELLEHER, Secretary since April 2024 and Vice President
since July 2017.
Vice President of BNY Mellon ETF Investment
Adviser; LLC since February 2020; Senior Managing Counsel of BNY since September 2021; and Managing Counsel
of BNY from December 2017 to September 2021. She is an officer of 52 investment companies (comprised
of 110 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 48 years old and has
been an employee of BNY since March 2013.
DEIRDRE CUNNANE, Vice President and Assistant Secretary since
March 2019.
Managing Counsel of BNY since December 2021; and Counsel of
BNY from August 2018 to December 2021. She is an officer of 52 investment companies (comprised of 110
portfolios) managed by the Adviser or an affiliate of the Adviser. She is 34 years old and has been an
employee of BNY since August 2013.
LISA M. KING, Vice President and Assistant Secretary since March
2024.
Vice President and Assistant Secretary. Counsel of BNY since
June 2023; and Regulatory Administration Group Manager at BNY Mellon Asset Servicing from February 2016
to June 2023. She is an officer of 52 investment companies (comprised of 110 portfolios) managed by the
Adviser or an affiliate of the Adviser. She is 56 years old and has been an employee of BNY since February
2016.
JEFF
PRUSNOFSKY, Vice President and Assistant Secretary since July 2017.
Senior
Managing Counsel of BNY. He is an officer of 52 investment companies (comprised of 110 portfolios) managed
by the Adviser or an affiliate of the Adviser. He is 59 years old and has been an employee of the Adviser
since October 1990.
AMANDA QUINN, Vice President and Assistant Secretary since March 2020.
Managing Counsel of BNY since March 2024 and Counsel of BNY from June 2019 to
February 2024. She is an officer of 52 investment companies (comprised of 110 portfolios) managed by
the Adviser or an affiliate of the Adviser. She is 39 years old and has been an employee of BNY since
June 2012.
90
DANIEL
GOLDSTEIN, Vice President since March 2022.
Head of Product Development
of North America Distribution, BNY Investments since January 2018; Executive Vice President of North
America Product, BNY Investments since April 2023; and Senior Vice President, Development & Oversight
of North America Product, BNY Investments from 2010 to March 2023. He is an officer of 51 investment
companies (comprised of 93 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 55
years old and has been an employee of the Distributor since 1991.
JOSEPH MARTELLA, Vice President since March
2022.
Vice President of the Adviser since December 2022; Head of
Product Management of North America Distribution, BNY Investments since January 2018; Executive Vice
President of North America Product, BNY Investments since April 2023; and Senior Vice President of North
America Product, BNY Investments from 2010 to March 2023. He is an officer of 51 investment companies
(comprised of 93 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 47 years old
and has been an employee of the Distributor since 1999.
ROBERTO G. MAZZEO, Assistant Treasurer since
June 2024.
Financial Reporting Manager - BNY Fund Administration. He is
an officer of 52 investment companies (comprised of 110 portfolios) managed by the Adviser or an affiliate
of the Adviser. He is 44 years old and has been an employee of the Adviser since October 2006.
GAVIN
C. REILLY, Assistant Treasurer since July 2017.
Tax Manager–BNY Fund
Administration. He is an officer of 52 investment companies (comprised of 110 portfolios) managed by
the Adviser or an affiliate of the Adviser. He is 56 years old and has been an employee of the Adviser
since April 1991.
ROBERT SALVIOLO, Assistant Treasurer since July 2017.
Senior
Accounting Manager–BNY Fund Administration. He is an officer of 52 investment companies (comprised
of 110 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 57 years old and has
been an employee of the Adviser since June 1989.
ROBERT SVAGNA, Assistant Treasurer since July 2017.
Senior
Accounting Manager–BNY Fund Administration. He is an officer of 52 investment companies (comprised
of 110 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 57 years old and has
been an employee of the Adviser since November 1990.
JOSEPH W. CONNOLLY, Chief Compliance Officer
since July 2017.
Chief Compliance Officer of the BNY Mellon
Family of Funds and BNY Mellon Funds Trust since 2004; and Chief Compliance Officer of the Adviser from
2004 until June 2021. He is the Chief Compliance Officer of 51 investment companies (comprised of 97
portfolios) managed by the Adviser. He is 67 years old.
91
OFFICERS
AND DIRECTORS
BNY Mellon Alcentra Global Credit Income 2024 Target Term Fund, Inc.
240
Greenwich Street
New York, NY 10286
| | | |
Directors | | Officers (continued) | |
Independent Board Members: | | Assistant Treasurers
(continued) | |
Joseph S. DiMartino, Chairman | | Robert Salviolo | |
Francine J. Bovich | | Robert Svagna | |
Andrew J. Donohue | | Chief Compliance Officer | |
Bradley Skapyak | | Joseph W. Connolly | |
Roslyn M. Watson | | Portfolio Managers | |
Benaree Pratt Wiley | | Chris Barris | |
| | Brandon
Chao | |
Officers | | Kevin Cronk | |
President | | | |
David DiPetrillo | | Adviser | |
Chief Legal Officer | | BNY Mellon Investment Adviser, Inc. | |
Peter M. Sullivan | | Sub-Adviser | |
Vice President and Secretary | | Alcentra NY, LLC | |
Sarah S. Kelleher | | Custodian | |
Vice Presidents and Assistant Secretaries | The Bank of New York
Mellon | |
Deirdre Cunnane | | Counsel | |
Lisa M. King | | Proskauer Rose LLP | |
Jeff Prusnofsky | | Transfer
Agent, Registar and | |
Amanda Quinn | | Dividend Disbursing Agent | |
Treasurer | | Computershare Inc. | |
James Windels | | Stock Exchange Listing | |
Vice Presidents | | NYSE Symbol: DCF | |
Daniel Goldstein | | Initial SEC Effective Date | |
Joseph Martella | | 10/27/17 | |
Assistant Treasurers | | | |
Roberto Mazzeo | | | |
Gavin C. Reilly | | | |
| | | |
| | | |
The fund’s net asset value per share appears
in the following publications: Barron’s, Closed-End Bond Funds section under the heading “Bond Funds”
every Monday; The Wall Street Journal, Mutual Funds section under the heading “Closed-End Bond Funds”
every Monday. |
Notice
is hereby given in accordance with Section 23(c) of the Act that the fund may purchase shares of its
beneficial interest in the open market when it can do so at prices below the then current net asset value
per share. |
92
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93
BNY
Mellon Alcentra Global Credit Income 2024 Target Term Fund, Inc.
240 Greenwich Street
New
York, NY 10286
Adviser
BNY
Mellon Investment Adviser, Inc.
240 Greenwich Street
New
York, NY 10286
Sub-Adviser
Alcentra
NY, LLC
9
West 57th Street,
Suite 4920
New
York, NY 10019
Custodian
The
Bank of New York Mellon
240 Greenwich Street
New York, NY 10286
Transfer
Agent &
Registrar
Computershare Inc.
480
Washington Boulevard
Jersey City, NJ 07310
Dividend Disbursing Agent
Computershare
Inc.
P.O. Box 30170
College Station, TX 77842
For more information about
the fund, visit https://bny.com/investments/closed-end-funds. Here you will find the fund’s most recently
available quarterly fact sheets and other information about the fund. The information posted on the fund’s
website is subject to change without notice.
The fund files its complete schedule of portfolio holdings
with the SEC for the first and third quarters of each fiscal year on Form N-PORT. The fund’s Forms
N-PORT are available on the SEC’s website at www.sec.gov.
A
description of the policies and procedures that the fund uses to determine how to vote proxies relating
to portfolio securities and information regarding how the fund voted these proxies for the most recent
12-month period ended June 30 is available at www.bny.com/investments and on the SEC’s website at www.sec.gov
and without charge, upon request, by calling 1-800-373-9387.
| |
0822AR0824
| |
Item 2. Code
of Ethics.
The Registrant has adopted a code of ethics
that applies to the Registrant's principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions. There have been no amendments
to, or waivers in connection with, the Code of Ethics during the period covered by this Report.
Item 3. Audit
Committee Financial Expert.
The Registrant's Board has determined that
Bradley J. Skapyak, a member of the Audit Committee of the Board, is an audit committee financial expert
as defined by the Securities and Exchange Commission (the "SEC"). Mr. Skapyak is "independent"
as defined by the SEC for purposes of audit committee financial expert determinations.
Item 4. Principal
Accountant Fees and Services.
(a) Audit Fees.
The aggregate fees billed for each of the last two fiscal years (the "Reporting Periods") for professional
services rendered by the Registrant's principal accountant (the "Auditor") for the audit of the Registrant's
annual financial statements or services that are normally provided by the Auditor in connection with
the statutory and regulatory filings or engagements for the Reporting Periods, were $66,200 in 2023 and
$67,600 in 2024.
(b) Audit-Related Fees. The aggregate fees
billed in the Reporting Periods for assurance and related services by the Auditor that are reasonably
related to the performance of the audit of the Registrant's financial statements and are not reported
under paragraph (a) of this Item 4 were $6,500 in 2023 and $6,700 in 2024. These services consisted
of security counts required by Rule 17f-2 under the Investment Company Act of 1940, as amended.
The aggregate fees billed in the Reporting Periods for non-audit
assurance and related services by the Auditor to the Registrant's investment adviser (not including any
sub-investment adviser whose role is primarily portfolio management and is subcontracted with or overseen
by another investment adviser), and any entity controlling, controlled by or under common control with
the investment adviser that provides ongoing services to the Registrant ("Service Affiliates"), that
were reasonably related to the performance of the annual audit of the Service Affiliate, which required
pre-approval by the Audit Committee were $0 in 2023 and $0 in 2024.
(c) Tax Fees.
The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor
for tax compliance, tax advice, and tax planning ("Tax Services") were $0 in 2023 and $0 in 2024. These
services consisted of U.S. federal, state and local tax planning, advice and assistance regarding statutory,
regulatory or administrative developments. The aggregate fees billed in the Reporting Periods for Tax
Services by the Auditor to Service Affiliates, which required pre-approval by the Audit Committee were
$0 in 2023 and $0 in 2024.
(d) All Other Fees.
The aggregate fees billed in the Reporting Periods for products and services provided by the Auditor,
other than the services reported in paragraphs (a) through (c) of this Item, were $0 in 2023 and $0 in
2024.
The aggregate fees billed in the Reporting
Periods for Non-Audit Services by the Auditor to Service Affiliates, other than the services reported
in paragraphs (b) through (c) of this Item, which required pre-approval by the Audit Committee, were
$0 in 2023 and $0 in 2024.
(e)(1) Audit Committee Pre-Approval Policies
and Procedures. The Registrant's Audit Committee has established policies and procedures (the
"Policy") for pre-approval (within specified fee limits) of the Auditor's engagements for non-audit services
to the Registrant and Service Affiliates without specific case-by-case consideration. The pre-approved
services in the Policy can include pre-approved audit services, pre-approved audit-related services,
pre-approved tax services and pre-approved all other services.
Pre-approval considerations include whether the proposed services are compatible with maintaining the
Auditor's independence. Pre-approvals pursuant to the Policy are considered annually.
(e)(2)
Note.
None of the services described in paragraphs (b) through (d) of this Item 4 were approved by the Audit
Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f)
None of the hours expended on the principal accountant's engagement to audit the registrant's financial
statements for the most recent fiscal year were attributed to work performed by persons other than the
principal accountant's full-time, permanent employees.
Non-Audit Fees.
The aggregate non-audit fees billed by the Auditor for services rendered to the Registrant, and rendered
to Service Affiliates, for the Reporting Periods were $4,074,591 in 2023 and $5,102,266 in 2024.
Auditor Independence. The Registrant's Audit Committee has
considered whether the provision of non-audit services that were rendered to Service Affiliates, which
were not pre-approved (not requiring pre-approval), is compatible with maintaining the Auditor's independence.
(i) Not
applicable.
(j) Not
applicable.
Item 5. Audit Committee of Listed Registrants.
Not
applicable.
Item 6. Investments.
Not
applicable.
Item 7. Financial Statements and Financial Highlights for Open-End Management
Investment Companies.
Not applicable.
Item 8. Changes in and Disagreements with Accountants for Open-End Management
Investment Companies.
Not applicable.
Item 9. Proxy
Disclosures for Open-End Management Investment Companies.
Not
applicable.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End
Management Investment Companies.
Not
applicable.
Item 11. Statement
Regarding Basis for Approval of Investment Advisory Contract.
Not applicable.
Item 12. Disclosure of Proxy Voting
Policies and Procedures for Closed-End Management Investment Companies.
SUMMARY OF THE REGISTRANT'S
PROXY VOTING POLICY AND PROCEDURES
Due to the nature of the investments held
in connection with the Registrant's investment strategy, the Registrant does not anticipate regular proxy
voting activity. If presented with a proxy voting opportunity, Alcentra will seek to make voting decisions
that are consistent with its proxy voting policy and procedures. The Registrant does not currently participate
in a securities lending program.
The Registrant's Board of Directors has
adopted the following procedures with respect to proxy voting by the Registrant.
Delegation of Proxy
Voting Responsibility and Adoption of Proxy Voting Procedures
The Board has delegated
the authority to vote proxies of companies held in the Registrant's portfolio to the Registrant's sub-investment
adviser, Alcentra NY, LLC ("Alcentra"), as described below. BNY Mellon Investment Adviser, Inc. ("BNYM
Investment Adviser") serves as the Registrant's investment adviser.
In addition, the Board
has adopted Alcentra's proxy voting procedures pursuant to which proxies of companies held in the Registrant's
portfolio will be voted.
Proxy Voting Operations
The Registrant has
engaged Institutional Shareholder Services Inc. ("ISS") as its proxy voting agent to administer the ministerial,
non-discretionary elements of proxy voting and reporting.
Voting Shares of Certain Registered
Investment Companies
Under certain circumstances, when the Registrant owns shares
of another registered investment company (an "Acquired Fund"), the Registrant may be required by the
Investment Company Act of 1940, as amended (the "1940 Act") or the rules thereunder, or exemptive relief
from the 1940 Act and/or the rules thereunder, to vote such Acquired Fund shares in a certain manner,
such as voting the Acquired Fund shares in the same proportion as the vote of all other shareholders
of such Acquired Fund.
Securities on Loan
The Registrant may participate in a securities
lending program to generate income for its portfolio. Generally, the voting rights pass with the securities
on loan and any securities on loan as of a record date cannot be voted by the Registrant. In certain
circumstances, BNYM Investment Adviser may seek to recall a security on loan before a record date in
order to cast a vote (for example, if Alcentra determines, based on the information available at the
time, that there is a material proxy event that could affect the value of the loaned security and recalling
the security for voting purposes would be in the best interest of the Registrant). However, BNYM Investment
Adviser anticipates that, in most cases, the potential income the Registrant may derive from a loaned
security would outweigh the benefit the Registrant could receive from voting the security. In addition,
the ability to timely recall securities on loan is not entirely within the control of BNYM Investment
Adviser or Alcentra. Under certain circumstances, the recall of securities in time for such securities
to be voted may not be possible due to applicable proxy voting record dates occurring before the proxy statements
are released or other administrative considerations.
Policies and Procedures;
Oversight
The Registrant's Chief Compliance Officer is responsible for
confirming that Alcentra has adopted and implemented written policies and procedures that are reasonably
designed to ensure that the Registrant's proxies are voted in the best interests of the Registrant.
In addition, the adequacy of such policies and procedures are reviewed at least annually, and proxy voting
for the Registrant is monitored to ensure compliance with Alcentra's procedures, as applicable, such
as by sampling votes cast for the Registrant, including routine proposals as well as those that require
more analysis, to determine whether they complied with Alcentra's Proxy Voting Procedures.
Review
of Proxy Voting
BNYM Investment Adviser reports annually to the Board on the
Registrant's proxy voting, including information regarding: (1) proxy voting proposals that were voted;
(2) proxy voting proposals that were voted against the management company's recommended vote, but in
accordance with the applicable proxy voting guidelines; and (3) proxy voting proposals that were not
voted, including the reasons the proxy voting proposals were not voted.
Availability of
Proxy Voting Records
Pursuant to Rule 30b1-4 under the 1940 Act, the Registrant is required to file
its complete proxy voting record with the SEC on Form N-PX not later than August 31st
of each year for the most recent twelve-month period ended June 30th.
In addition, this information is available, by August 31st of each year, at www.bny.com/investments.
The Registrant has delegated the responsibility for gathering this information, filing Form N-PX and
posting voting information to the website to BNYM Investment Adviser, with the assistance of ISS.
SUMMARY
OF ALCENTRA'S PROXY VOTING POLICY AND PROCEDURES
A. Introduction/General
Principles
In
accordance
with
the
Firm's fiduciary duty to vote proxies and consents and otherwise make determinations in the best interests
of the Firm's Clients, including but not limited to Rule 206(4)-6
under
the
Advisers
Act,
the
overriding
principle of the Firm's proxy and/or other voting (and similar
actions and determinations) is to maximize the financial interests
of its Clients. For avoidance of doubt, these Proxy Voting and Other Voting or Consent/
Action
Policies and Procedures applies to any proxy and any other shareholder or beneficial owner vote, consent,
action or similar determination, including a vote, consent or action with respect to a private company
that
does
not
involve
a
public
proxy
and
certain consents or other actions
relating
to
debt
or other instruments, such as waivers of covenant breaches or amendments to governing documents (all
of which are referred to herein as "Voting, Consent and/or Action Matters").
It
is
the
policy
of
the
Firm
in
Voting,
Consent and/or Action Matters to consider and vote or
otherwise
act
with
respect
to
each
proposal
with
the
objective
of
maximizing
investment returns for Clients on a Client-by-Client
basis.
These
guidelines
address
a
broad
range
of
issues,
including,
for
example,
board
size
and
composition,
executive
compensation,
anti-takeover
proposals, capital structure proposals and social responsibility
issues
and
are
meant
to
be
general
voting,
consent
and
action parameters on issues that arise most frequently. The Firm may, however,
vote, consent and/or act in a manner that is contrary
to
the
following
general
guidelines
if
it
believes
that
it
would
be
in
Clients'
best interest to do so, and the Firm makes such determination
on a
Client-by-Client
basis.
The Chief Compliance
Officer
has
the
responsibility
to
administer
these
Proxy
Voting
and
Other Voting or Consent/Action Policies and Procedures and to monitor Voting, Consent and/or Action
Matters
for
any
conflicts
of
interest,
regardless
of
whether
they
are
actual
or
perceived.
For
example, the Firm or its Supervised Persons may
take
positions
outside
of
the
Clients
through
one or more proprietary accounts or funds or personal accounts and, therefore, situations may arise where
there
would
be
a
conflict
between
maximizing investment returns for one or more Clients and the Firm's
or
a Supervised Person's interests. In addition, Clients may invest
in
different layers of the capital
structure
of
a
portfolio
company,
issuer
or
borrower
(for
example,
a
certain
Client
(i)
may
own
debt
of
a
portfolio
company,
issuer or borrower while another Client
may
own
equity
in the same portfolio company, issuer or borrower, (ii) may own debt of a portfolio company, issuer
or
borrower
while another Client may own a different tranche or
other
class
or
issue
of
debt
of the same portfolio company, issuer or borrower, and/or (iii) may own equity of a portfolio company,
issuer or borrower while another
Client
may
own
a
different
equity security of the same portfolio company,
issuer or borrower). Furthermore, a Client may participate in debt originated to finance
the acquisition by other Clients of an equity or other interest in an issuer or borrower. To
the
extent
a
work
out,
reorganization
or
other
major
corporate
event occurs with respect to any such portfolio company, issuer or borrower,
conflicts may exist between or among the Clients invested in such portfolio company, issuer or borrower.
All
Voting,
Consent and/or Action Matters will require a mandatory conflicts
of
interest
review by the Chief Compliance
Officer
in
accordance
with
these
Proxy
Voting
and
Other
Voting
or Consent/Action Policies and Procedures, which will include consideration of whether (i) the Firm,
(ii)
any
investment professional or other person within the Firm recommending
how
to
vote,
(iii) only one Client or multiple
Clients
of
the
Firm,
and/or
(iv)
the
Firm's
affiliates
and
their
clients
has
an
interest
in
the
Voting,
Consent and/or Action Matters that may present
a
conflict
of
interest.
As
noted
above,
in
all
such
cases,
maximizing
investment
returns for Clients on a Client-by-Client basis
is paramount. As such, the Firm may cast different votes or consents or
otherwise
act in a different manner on behalf of different Clients with
respect to the same portfolio company, issuer or borrower.
The
Portfolio
Manager
responsible
for
any
Voting, Consent and/or Action Matter will be responsible for notifying
the Chief Compliance Officer in advance of any vote, consent and/or action in a timely manner and must
receive advance approval from the Chief Compliance Officer before voting,
consenting and/or acting with respect to any such Voting, Consent and/or Action Matter. If at any time any investment
professional becomes aware of any potential or actual conflict of interest
or
perceived
conflict
of
interest
regarding
any
particular
Voting,
Consent
and/or
Action Matter, he or she should contact the Chief Compliance Officer. If any investment professional
is pressured or lobbied either from within or outside of the Firm
with respect to any particular Voting, Consent and/or Action Matters, he or she should contact the
Chief
Compliance Officer.
If the Chief Compliance Officer
determines
that
an
actual
or
perceived
conflict
of
interest
may exist, he shall notify the Chief Operating Officer who will review and evaluate the Voting, Consent
and/or Action Matters proposal and the circumstances surrounding the conflict to determine the
vote,
consent or action, which will be in the best interest of
the
Clients,
in
each
case
on
a
Client-by-Client
basis. In addition, where the Chief Operating Officer
deems
appropriate,
the
Firm may utilize (i) separate deal teams, separate outside counsel and other information barriers,
internal screens and ethical walls to protect the interests of each Client and (ii) unaffiliated third parties
(including without limitation advisory committees and/or independent directors) to help resolve conflicts
and/or approve of the Voting, Consent and/or Action Matter. Subject to the organizational
and
offerings
documents
of
any
given
Client,
the
Chief
Operating
Officer
shall
have
the power to retain independent fiduciaries, consultants, or professionals to assist with Voting, Consent
and/or Action Matters and/or to delegate voting, consent or action powers to such fiduciaries, consultants
or professionals.
If the Chief Compliance Officer
determines
that
an
actual
or
perceived
conflict of interest may exist between maximizing investment
returns for one or more Clients and the Firm's or a Supervised Person's interests, the Firm or its Supervised
Persons will vote, consent or act with respect to securities or other instruments held in a proprietary
account or fund or in a personal account in the best interests of the Clients on a Client-by-Client basis
or otherwise abstain from voting, consenting or acting in a manner that is contrary to the best interests
of the Clients on a Client-by-Client basis with respect to such securities or other instruments.
In
addition,
the
Firm
will
maintain
all
Voting,
Consent and/or Action Matters records as described further below. The Firm's Proxy Voting
and Other Voting or Consent/Action Policies and Procedures will
be
reviewed
and,
as
necessary,
updated periodically by the Chief Compliance Officer to
address new or revised voting, consent or action issues.
Please note that although the
Voting,
Consent
and/or
Action
Matters
process
(particularly
with
respect
to
proxy
voting)
is
well
established
in
the
U.S.,
Voting,
Consent
and/or
Action
Matters
with respect to foreign companies may involve a number of logistical problems that have a detrimental
effect on the Firm's ability to vote, consent or act. The logistical problems
include language barriers, untimely or inadequate notice of shareholder meetings, restrictions on a foreigner's
ability to exercise votes, and requirements to vote, consent or act in person. Such Voting, Consent
and/or Action Matters are handled on a best-efforts basis given the above logistical problems.
The Firm will make copies of these Proxy Voting and Other Voting or Consent/Action
Policies and Procedures available upon request to Clients and, when the Client is a Fund, to the investors
in that Fund.
Supervised Persons who receive a Voting, Consent and/or
Action Matters proposal will consult with the Portfolio Manager responsible for the investment in the
security or other instrument to which the Voting, Consent and/or Action Matters proposal relates or as
otherwise directed by the Chief Compliance Officer.
The
Portfolio
Manager is responsible for making sure the Voting, Consent and/or
Action Matters is acted upon in a timely manner (including without limitation an affirmative
decision
to abstain from voting, consenting or acting). The Portfolio Manager
is not required to vote, consent or act with respect to a Voting, Consent and/or Action Matter
if
the
cost
of
voting,
consenting or acting due to special translation, delivery or other
facts and circumstances would outweigh the benefit of voting, consenting or acting for one or more Clients.
The
Portfolio
Manager
is
also
not
required
to
vote,
consent
or
act
with
respect
to
a
Voting,
Consent and/or Action Matter if the Portfolio Manager believes
the
proposal
is not adverse to the best interest of any Clients,
or,
if
adverse,
the
outcome
of
the
Voting,
Consent
and/or
Action
Matter
is not in doubt.
Any questions with regard to voting, consenting or acting (or abstaining from
voting, consenting or acting) with respect to Voting, Consent and/or
Action Matters should be referred to the Chief Compliance Officer.
B. Guidelines
The
following
represents
a
guideline
for
each
of
the
principal
policy
issues:
1. Routine Proposals
Routine
proposals include such issues as the approval of auditors, and election of directors. Generally, these proposals
will be voted consistent with the recommendation of management. As a matter of policy,
it
is
the
Firm's
intention
to
hold
corporate
officers
accountable
for
actions,
either
on
the
basis
of
specific
actions taken as an individual, or
as
part
of
a
committee,
that conflict with the goal of maximizing shareholder value.
2. Non-Routine Proposals
Non-routine proposals
include issues that could have a long-term impact on the way a corporation or other entity handles certain
matters. Examples of these proposals include (a) restructuring efforts,
(b)
changes
to
the
number
of
directors,
(c)
name
changes,
(d)
mergers
&
acquisitions
(or
equivalent
actions,) and (e) changes
in
the
issuance
of
common
or
preferred
stock, stock options plans, etc. Again, these proposals will be analyzed
with a goal of maximizing shareholder value and the interests of the Firm's Clients on a Client-by-Client
basis.
3. Corporate
Governance Proposal
This category includes poison pills, golden parachutes, cumulative voting, classified
boards, limitations of officer and director liabilities, etc. Generally speaking,
these are issues proposed by an entrenched management looking to maximize their own best interests at
the expense of shareholders at large. As such, these proposals
will
usually
generate
negative
responses
from the Firm.
4. Social
Issues
These proposals range from divestment from geographical
or
industrial
representation to environmental or other matters, either internal or external. The Firm will consider
voting, consenting or acting for issues that have redeeming social merit that neither compromises the
company's competitive position within an industry, nor adversely impacts the
goal
of
maximizing
shareholder value and the interests of the Firm's Clients on a Client-by-Client basis.
5. Other Proposals
These proposals, excluding those referenced
above, usually deal with subjects such as compensation, employee hiring, and corporate governance issues.
These
cannot be generalized other than to say that they reflect personal points of view, and typically fall
into the category of micro-management, an area that the Firm tends to avoid. These proposals will
be viewed in the light of voting, consenting or acting in a manner that the Firm believes maximizes shareholder/investor
value
and the interests of the Firm's Clients on a Client-by-Client basis.
6. Conflicts and Split Voting
If
a Portfolio Manager (or his or her designee) determines that a material conflict may exist between a
Client's
interests and the Firm's interest or between two
or
more
Clients'
interests, the Portfolio Manager (or his or her designee) shall
inform the Chief Compliance Officer of such material conflict. The Chief Compliance Officer
shall determine the appropriate course of action in
consultation
with
the
Chief
Operating
Officer, as described above. In addition, where
the
Chief
Operating Officer deems appropriate, separate deal teams, separate outside counsel and other information
barriers, internal screens and ethical walls, as well as unaffiliated third parties (including without
limitation advisory committees and/or independent directors) may be used to help resolve conflicts and
make decisions to protect the interests of each Client. The Firm or its Supervised
Persons will vote, consent or act with respect
to
securities
or
other
instruments
held in a proprietary account or fund or in a personal account
in
the
best
interests
of
the
Clients
on
a
Client
by-Client basis or otherwise abstain from voting,
consenting
or
acting
in
a
manner
that
is
contrary
to the best interests of the Clients on a Client-by-Client basis with respect to such securities or other
instruments. In all such cases, maximizing investment returns for Clients on a Client-by
Client basis is paramount.
Situations may arise in which more than one Client invests
in
different
parts of the capital structure of
the same company. In those situations, two or more Clients may be invested in strategies having
different investment objectives, investment styles, economic positions or portfolio managers.
As
a result, the Firm may cast different votes or consents or take other different actions on behalf of
different Clients. In each case, the Firm will determine the vote, consent or action that the
Firm
believes
is
in
the
best
interests
of
each
Client,
without
regard to the interests of any other Client.
C. Conflict Management Procedures
With Respect to Investments in Certain Real Estate Development Projects
As noted herein, in
accordance with the Firm's fiduciary duty pursuant to the Advisers Act and otherwise
under
law
to
invest,
act,
and
otherwise
make
determinations
in
accordance
with what the Firm believes
to
be
in
the
best
interests
of
each
of
the
Firm's
Clients,
the
Firm
has
adopted
and implements procedures to ensure that it serves the interests of each Client, on a Client-by Client
basis, at all times (i.e.,
the
Firm will at all times act in a
manner
that it believes to be in the best interests
of
each
Client
without
regard
to
the
interests
of
any
other
Client,
or
any
other
affiliate
of the Firm).
Also as noted in herein, situations may arise in which more than one Client (or
other affiliate of the Firm) may invest in different parts or different layers of the capital structure
of a portfolio company, issuer, borrower or other entity. For example, a Client
(i) may own debt of a portfolio company, issuer, borrower or other entity while another Client may own
equity in the same portfolio company, issuer, borrower or other entity, (ii) may own debt of a portfolio
company, issuer, borrower or other entity while another Client may own a different tranche or other
class
or
issue
of
debt
of
the
same
portfolio
company,
issuer,
borrower
or
other
entity,
and/or
(iii) may own equity of a portfolio company, issuer,
borrower or other entity while another Client may own a different
equity
security
of
the
same
portfolio
company,
issuer,
borrower
or
other
entity.
As a result, whether at the time of making such investment, or at the time that
any vote, consent or other action is required with respect to such investment (such
as, for example, at the time of a work-out, reorganization or other major
corporate event with respect to any such portfolio company, issuer, borrower or other entity), conflicts
may exist between or among the Clients (or other Firm affiliates) investing
in
or
invested
in
such
portfolio
company, issuer, borrower or other entity.
Specifically and
not
in
limitation
of
the
procedures
set
forth
elsewhere
in
this
Manual,
in order avoid potential conflicts between Clients or other Firm affiliates within the same issuer or
borrower's capital structure with regard to certain
real
estate
project
development
transactions and related real estate project financings (collectively, the "Real Estate Development Projects"),
whenever it is reasonably practical to do so in connection with the limited liability companies, limited
partnerships, joint ventures, special purpose vehicles and/or other entities formed with respect to the
investments made by the Firm on behalf of its Clients in such Real Estate Development Projects
(such
entities,
the
"Real
Estate
Development
Project Investment Entities"), if more than one Client or other Firm affiliate has an
interest in such Real Estate Development Project that may be in conflict with the interest of another
Client or other Firm affiliate in such Real Estate Development Project, the Firm shall seek to have at
least one of the Real Estate Development Project Investment
Entities
managed and controlled by an entity that is not in any manner
affiliated with the Firm (an "Independent Party") in order to
ensure
that, notwithstanding the economic interests in the Real Estate Development Project
Investment Entity held by a Client or
other
Firm affiliate, the Independent Party manages and controls the Real Estate Development Project
Investment Entity to ensure the separate
management and control of the interests in the Real Estate Development Project
held from time to time by Clients and/or other affiliates of the Firm.
In order to implement
the foregoing, the Firm and/or its affiliates (1) whenever it is reasonably practical in connection with
the formation and documentation of Real Estate Development Project Investment Entities, shall seek to
have the limited partnership agreement, limited liability company operating agreement, joint venture
agreement and/or other governance document of such Real Estate Development Project Investment Entity
(the "Governance Documents") provide that, if any other
Client
or other affiliate of the Firm has an interest in such Real Estate Development
Project, (i) such Independent Party shall serve as the general partner, managing member, or
other
similar
capacity
of
such
Real
Estate
Development
Project Investment Entity and such Independent
Party
shall
exercise
all
management
and
control
authority
with
respect
thereto in accordance with such Governance Documents, and
(ii)
in
the
event
that
the
Firm
or
any
Client or other Firm affiliate
has
the
right
pursuant
to
such
Governance
Documents
to
remove
such
Independent Party as the general partner, managing member or other similar capacity from such role with
respect to the Real Estate Development Project Investment Entity, the Firm, the Client or
other
Firm
affiliate
may
only
to
so
if,
not
later
than
thirty
(30)
days
after
such
removal,
the
Firm,
the Client or other Firm affiliate designates another Independent Party to serve in such capacity (and
during such up to thirty (30) day period, the
Firm,
the
Client
and/or other Firm affiliate does not exercise any management
or
control
rights
with
respect
to
the
Real
Estate
Development
Project
Investment Entity that relate to the Real Estate Development Project if such exercise of such management
or control rights is, or reasonably could be interpreted to be, either not in the best interests
of
the
Real
Estate
Development
Project Investment Entity with respect to
the
Real
Estate
Development Project or adverse to the interests in the Real Estate Development Project of any other Client
or affiliate of the Firm) and/or (2) whenever the Firm or its affiliates do not include the
foregoing
conflict
protections
in
the
Governance
Documents of such Real Estate Development Project
Investment
Entity,
the
Firm
and
its
affiliates
shall
nonetheless,
as
a
matter
of
internal
policy
and procedures, act in a manner in full compliance with the provisions set forth in clause (1) of this
paragraph.
The paramount conceptual and implementation
requirement
of
the
foregoing
compliance
procedures are to ensure that, in situations where a conflict exists, or could reasonably be interpreted
to exist, between Clients or other affiliates of the Firm with respect to Real Estate Development Projects,
the Firm and its affiliates shall eliminate (or substantially mitigate) any such conflicts by
having
an
Independent
Party exercise all decision making authority with
respect
to
the
interests
of
one
of
the
Clients
or
other
affiliates of the Firm with respect to such Real
Estate
Development Project through the establishment of a Real Estate Development Project
Investment
Entity managed and controlled by such Independent Party. This will ensure that,
both
at
the
time
of
such
investment and in the event that any decision or
other
action must be made or determined with
respect
to
the
interests
in the Real Estate Development Project,
the
Firm
and its affiliates are not placed in the position
of
having
to
manage
competing and conflicting interests of its Clients
or
other affiliates, and the Firm may then act in the best interests of the Client or other affiliates for
which the Firm has management
and/or
control
rights
with
respect
to
the
Real
Estate
Development
Project
while
the
Independent
Party exercises separate and independent management
and
control
rights with respect to the Real Estate
Development
Project through the Real Estate Development Project
Investment
Entity, including with respect to Real Estate Development Project
Investment
Entities in which another Client or other affiliate of the
Firm
may have an economic interest.
D. Recordkeeping
In
accordance with the Firm's Record Policies, the Firm must retain copies of (i) these Proxy Voting and
Other Voting or Consent/Action Policies and Procedures and all amendments thereto; (ii) Voting,
Consent
and/or
Action
Matters
proposals
received
regarding
Client securities and instruments; (iii) records of
votes,
consents
or
actions
taken on behalf of Clients; (iv)
records
of
Client
requests
for
Voting,
Consent
and/or
Action
Matters
information
and
a
copy
of
any
written
response by the Firm to any (written
or
oral)
Client
request
for
such
information;
(v)
any
documents
prepared by the Firm that were material to making a
decision
on
how
to
vote,
consent
or
act;
and
(vi)
records
relating
to
Voting,
Consent
and/or
Action
Matters
concerning
situations
with
material
conflicts of interest. The information should be retained by the relevant Portfolio Manager
and copies sent to the Chief Compliance Officer.
Item 13. Portfolio Managers for
Closed-End Management Investment Companies.
(a)(1) The following information is as of October 30, 2024,
the date of the filing of this report:
Chris Barris, Brandon Chao, CFA and Kevin
Cronk, CFA, are the Registrant's primary portfolio managers, positions they have held since October 2017,
November 2022 and October 2017, respectively.
Mr. Barris joined Alcentra in January
2013 as part of the combination of Alcentra with Standish Mellon Asset Management Company LLC's high
yield business, and is a Manager, U.S. Liquids. He is responsible for managing all U.S. and global high
yield portfolios and has extensive experience managing a broad range of high yield bond strategies for
both institutional and retail funds. Mr. Barris also is responsible for managing Alcentra's multi-asset
credit portfolios, including US and European bonds and loans, and has considerable experience in credit
analysis with over 21 years of investment experience. Mr. Barris joined Standish Mellon Asset Management
Company LLC, an affiliate of BNYM Investment Adviser and Alcentra, in 2005, where he served as a Director
and Senior Portfolio Manager for U.S. and global high yield investments.
Mr.
Chao joined Alcentra in March 2017 and is a Managing Director and Senior Portfolio Manager and a member
of the Structured Credit team. He is responsible for analyzing investments in structured products across
Alcentra's funds. Mr. Chao joined Alcentra from Omega Advisors, where he worked for five years as a
senior analyst covering structured products with a focus on CLO equity and mezzanine investing and opportunistic
corporate credit. Prior to that, he worked at King Street Capital Management, investing in corporate
structured products, high yield and distressed credit, and at Credit Suisse, performing leveraged finance
research.
Mr. Cronk joined Alcentra in January 2013 as part of the combination of Alcentra
with Standish Mellon Asset Management Company LLC's high yield business, and is a Manager, U.S. Liquids,
and a member of the U.S. Investment Committee. Mr. Cronk joined Standish Mellon Asset Management Company
LLC, an affiliate of BNYM Investment Adviser and Alcentra, in 2011 from Columbia Management, where he
worked for eleven years as a High Yield Analyst and Portfolio Manager. Prior to that, he worked as a
High Yield Investment Associate at Putnam Investments.
(a)(2) Information
about the other accounts managed by the Registrant's primary portfolio managers is provided below.
Subject to the supervision and approval of BNYM Investment Adviser and the Registrant's
Board, Alcentra is responsible for investment decisions and provides the Registrant with portfolio managers
who are authorized by the Registrant's Board to execute purchases and sales of securities. Chris Barris,
Brandon Chao and Kevin Cronk are the Registrant's primary portfolio managers.
Portfolio Managers
Compensation. Portfolio managers' compensation is comprised primarily of a market-based salary
and an incentive compensation plan (annual and long-term).
Alcentra's compensation
arrangements include a fixed salary, discretionary cash bonus and a number of long term incentive plans
that are structured to align an employee's interest with the firm's longer term goals. Portfolio managers
are compensated in line with portfolio performance, rather than the growth of assets under management.
Other factors that may be taken into consideration include asset selection and trade execution and management
of portfolio risk.
Additional Information About Portfolio
Managers. The following table lists the number and types of other accounts advised by
the primary portfolio managers and assets under management in those accounts as of August 31, 2024:
| | | | | | |
Portfolio
Manager | Registered
Investment Companies | Total Assets Managed | Other Pooled Investment Vehicles | Total
Assets Managed | Other Accounts | Total Assets Managed |
Chris
Barris | 5 | $2.2B | 4 | $660.0M | 1 | $701.0M |
| | | | | | |
Brandon
Chao | 2 | $457.0M | 11 | $6.4B | 1 | $695.0M |
Kevin
Cronk | 5 | $2.2B | 5 | $240.0M | 1 | $701.0M |
None of the funds or accounts are subject to a performance-based advisory fee.
The dollar range of shares of the Registrant beneficially owned by the primary
portfolio managers are as follows as of August 31, 2024:
| | |
Portfolio Manager | Registrant Name | Dollar Range of Registrant Shares
Beneficially Owned |
Chris Barris | BNY Mellon Alcentra Global Credit Income 2024 Target Term Fund, Inc. | $100,001 - $500,000 |
Brandon
Chao | BNY Mellon Alcentra Global Credit Income 2024 Target Term Fund, Inc. | None |
Kevin Cronk | BNY Mellon Alcentra
Global Credit Income 2024 Target Term Fund, Inc. | $100,001 - $500,000 |
Portfolio managers may manage multiple accounts for a diverse client base, including
mutual funds, separate accounts (assets managed on behalf of private clients or institutions such as
pension funds, insurance companies and foundations), private funds, bank collective trust funds or bank
common trust accounts and wrap fee programs that invest in securities in which the Registrant may invest
or that may pursue a strategy similar to the Registrant's component strategies ("Other Accounts").
Potential conflicts of interest
may arise because of BNYM Investment Adviser's, Alcentra's or a portfolio manager's management of the
Registrant and Other Accounts. For example, conflicts of interest may arise with both the aggregation
and allocation of securities transactions and allocation of limited investment opportunities, as BNYM
Investment Adviser or Alcentra may be perceived as causing accounts it manages to participate in an offering
to increase BNYM Investment Adviser or Alcentra's overall allocation of securities in that offering,
or to increase BNYM Investment Adviser or Alcentra's ability to participate in future offerings by the
same underwriter or issuer. Allocations of bunched trades, particularly trade orders that were only
partially filled due to limited availability, and allocation of investment opportunities generally, could
raise a potential conflict of interest, as BNYM Investment Adviser or Alcentra may have an incentive
to allocate securities that are expected to increase in value to preferred accounts. Initial public
offerings, in particular, are frequently of very limited availability. A potential conflict of interest
may be perceived to arise if transactions in one account closely follow related transactions in a different
account, such as when the Registrant purchase increases the value of securities previously purchased
by the Other Account or when a sale in one account lowers the sale price received in a sale by a second
account. Conflicts of interest may also exist with respect to portfolio managers who also manage performance-based
fee accounts, which could give the portfolio managers an incentive to favor such Other Accounts over
the Registrant, such as deciding which securities to allocate to the Registrant versus the performance-based
fee account. Additionally, portfolio managers may be perceived to have a conflict of interest if there
are a large number of Other Accounts, in addition to the Registrant, that they are managing on behalf
of BNYM Investment Adviser or Alcentra. BNYM Investment Adviser and Alcentra periodically review each
portfolio manager's overall responsibilities to ensure that he or she is able to allocate the necessary
time and resources to effectively manage the Registrant. In addition, BNYM Investment Adviser and Alcentra
could be viewed as having a conflict of interest
to the extent that BNYM Investment Adviser, Alcentra or their
affiliates and/or portfolio managers have a materially larger investment
in Other Accounts than their investment in the Registrant.
Other
Accounts may have investment objectives, strategies and risks that differ from those of the Registrant.
In addition, the Registrant, as a registered investment company, may be subject to different regulations
than certain of the Other Accounts and, consequently, may not be permitted to engage in all the investment
techniques or transactions, or to engage in such techniques or transactions to the same degree, as the
Other Accounts. For these or other reasons, the portfolio managers may purchase different securities
for the Registrant and the Other Accounts, and the performance of securities purchased for the Registrant
may vary from the performance of securities purchased for Other Accounts. The portfolio managers may
place transactions on behalf of Other Accounts that are directly or indirectly contrary to investment
decisions made for the Registrant, which could have the potential to adversely impact the Registrant,
depending on market conditions. In addition, if the Registrant's investment in
an issuer is at a different level of the issuer's capital structure than an investment in the issuer
by Other Accounts, in the event of credit deterioration of the issuer, there may be a conflict of interest
between the Registrant's and such Other Accounts' investments in the issuer.
BNY and
its affiliates, including BNYM Investment Adviser, Alcentra and others involved in the management, sales,
investment activities or business operations or distribution of the Registrant, are engaged in
businesses and have interests other than that of managing the Registrant. These activities and interests
include potential multiple advisory, transactional, financial and other interests in securities, instruments
and companies that may be directly or indirectly purchased or sold by the Registrant or the Registrant's
service providers, which may cause conflicts that could disadvantage the Registrant.
BNY and its affiliates
may have deposit, loan and commercial banking or other relationships with the issuers of securities purchased
by the Registrant. BNY has no obligation to provide to BNYM Investment Adviser, Alcentra or the Registrant
or effect transactions on behalf of the Registrant in accordance with, any market or other information,
analysis, or research in its possession. Consequently, BNY (including, but not limited to, BNY's central
Risk Management Department) may have information that could be material to the management of the Registrant
and may not share that information with relevant personnel of BNYM Investment Adviser
or Alcentra. Accordingly, in making investment decisions for the Registrant, the Adviser does not seek
to obtain or use material inside information that BNY or its affiliates may possess with respect to such
issuers. However, because an Adviser, in the course of investing Registrant assets in loans (as described
above), may have access to material non-public information regarding a Borrower, the ability of the Registrant
advised by such Adviser to purchase or sell publicly-traded securities of such Borrowers may be restricted.
Item 14. Purchases
of Equity Securities By Closed-End Management Investment Companies and Affiliated Purchasers.
Not applicable.
Item
15. Submission of Matters to a Vote of Security
Holders.
There
have been no material changes to the procedures applicable to Item 15.
Item
16. Controls and Procedures.
(a) The Registrant's principal executive and principal financial
officers have concluded, based on their evaluation of the Registrant's disclosure controls and procedures
as of a date within 90 days of the filing date of this report, that the Registrant's disclosure controls
and procedures are reasonably designed to ensure that information required to be disclosed by the Registrant
on Form N-CSR is recorded, processed, summarized and reported within the required time periods and that
information required to be disclosed by the Registrant in the reports that it files or submits on Form
N-CSR is accumulated and communicated to the Registrant's management, including its principal executive
and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
(b) There
were no changes to the Registrant's internal control over financial reporting that occurred during the
period covered by this report that have materially affected, or are reasonably likely to materially affect,
the Registrant's internal control over financial reporting.
Item 17. Disclosure
of Securities Lending Activities for Closed-End Management Investment Companies.
The Registrant did not
participate in a securities lending program this period.
Item 18. Recovery
of Erroneously Awarded Compensation.
Not
applicable.
Item 19. Exhibits.
(a)(1) Code of ethics referred to in Item 2.
(a)(2) Certifications of principal executive and principal financial officers as required
by Rule 30a-2(a) under the Investment Company Act of 1940.
(a)(3) Not applicable.
(b)
Certification of principal
executive and principal financial officers as required by Rule 30a-2(b) under the Investment Company
Act of 1940.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this Report
to be signed on its behalf by the undersigned, thereunto duly authorized.
BNY
Mellon Alcentra Global Credit Income 2024 Target Term Fund, Inc.
By: /s/
David J. DiPetrillo
David J. DiPetrillo
President (Principal Executive Officer)
Date: October 24, 2024
Pursuant to the requirements
of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this Report has been signed
below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By: /s/ David J. DiPetrillo
David J. DiPetrillo
President (Principal Executive Officer)
Date: October 24, 2024
By: /s/
James Windels
James Windels
Treasurer (Principal Financial Officer)
Date: October 24, 2024
EXHIBIT INDEX
(a)(1) Code of ethics referred to in Item 2.
(a)(2)
Certifications of principal executive and principal financial officers as required by Rule 30a-2(a) under
the Investment Company Act of 1940. (EX-99.CERT)
(b) Certification of principal executive and principal financial
officers as required by Rule 30a-2(b) under the Investment Company Act of 1940. (EX-99.906CERT)
THE
BNY MELLON FAMILY OF FUNDS
BNY MELLON FUNDS TRUST
Principal Executive Officer and Senior Financial Officer
Code
of Ethics
I. Covered Officers/Purpose
of the Code
This code of ethics (the "Code"), adopted by the funds in the BNY Mellon Family
of Funds and BNY Mellon Funds Trust (each, a "Fund"), applies to each Fund's Principal Executive Officer,
Principal Financial Officer, Principal Accounting Officer or Controller, or other persons performing
similar functions, each of whom is listed on Exhibit A (the "Covered Officers"),
for the purpose of promoting:
· honest
and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between
personal and professional relationships;
· full,
fair, accurate, timely and understandable disclosure in reports and documents that the Fund files with,
or submits to, the Securities and Exchange Commission (the "SEC") and in other public communications
made by the Fund;
· compliance
with applicable laws and governmental rules and regulations;
· the prompt internal reporting of violations of the Code to
an appropriate person or persons identified in the Code; and
· accountability for adherence to the Code.
Each
Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations
that may give rise to actual as well as apparent conflicts of interest.
II. Covered Officers Should Handle Ethically Actual and Apparent
Conflicts of Interest
Overview. A "conflict of interest" occurs when a Covered Officer's private
interest interferes with the interests of, or his service to, the Fund. For example, a conflict of interest
would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a
result of his position with the Fund.
Certain conflicts of interest arise out
of the relationships between Covered Officers and the Fund and already are subject to conflict of interest
provisions in the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the
Investment Advisers Act of 1940, as amended (the "Investment Advisers Act"). For example, Covered Officers
may not individually engage in certain transactions (such as the purchase or sale of securities or other
property) with the Fund because of their status as "affiliated persons" of the Fund. The compliance
programs and procedures of the Fund and the Fund's investment adviser (the "Adviser") are designed to
prevent, or identify and correct, violations of these provisions. The Code does not, and is not intended
to, repeat or replace these programs and procedures, and the circumstances they cover fall outside of
the parameters of the Code.
Although typically not presenting an opportunity for improper
personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Fund
and the Adviser of which the Covered Officers are also officers or employees. As a result, the Code
recognizes that the Covered Officers, in the ordinary course of their duties (whether formally for the
Fund or for the Adviser, or for both), will 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 contractual relationship between the Fund and the Adviser and is
consistent with the performance by the Covered Officers of their duties as officers of the Fund and,
if addressed in conformity with the provisions of the Investment Company Act and the Investment Advisers
Act, will be deemed to have been handled ethically. In addition, it is
recognized by the Fund's Board that the Covered Officers also may be officers
or employees of one or more other investment companies covered by this or other codes of ethics.
Other conflicts of interest are covered by the Code, even if such conflicts of
interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act.
Covered Officers should keep in mind that the Code cannot enumerate every possible scenario. The overarching
principle of the Code 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 the benefit of the Fund; and
· not
retaliate against any employee or Covered Officer for reports of potential violations that are made in
good faith.
III. Disclosure
and Compliance
· Each
Covered Officer should familiarize himself with the disclosure requirements generally applicable to the
Fund within his area of responsibility;
· each
Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Fund
to others, whether within or outside the Fund, including to the Fund's Board members and auditors, and
to governmental regulators and self-regulatory organizations;
· each Covered Officer should, to the extent appropriate within
his area of responsibility, consult with other officers and employees of the Fund and the Adviser with
the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents
the Fund files with, or submits to, the SEC and in other public communications made by the Fund; and
· it
is the responsibility of each Covered Officer to promote compliance with the standards and restrictions
imposed by applicable laws, rules and regulations.
IV. Reporting and Accountability
Each
Covered Officer must:
· upon
adoption of the Code (or thereafter, as applicable, upon becoming a Covered Officer), affirm in writing
to the Board that he has received, read, and understands the Code;
· annually thereafter affirm to the Board that he has complied
with the requirements of the Code; and
· notify
the Adviser's General Counsel (the "General Counsel") promptly if he knows of any violation of the Code.
Failure to do so is itself a violation of the Code.
The General Counsel
is responsible for applying the Code to specific situations in which questions are presented under it
and has the authority to interpret the Code in any particular situation. However, waivers sought by
any Covered Officer will be considered by the Fund's Board.
The Fund will follow
these procedures in investigating and enforcing the Code:
· the General Counsel will take all appropriate action to investigate
any potential violations reported to him;
· if,
after such investigation, the General Counsel believes that no violation has occurred, the General Counsel
is not required to take any further action;
· any matter that the General Counsel believes is a violation
will be reported to the Board;
· if
the Board concurs that a violation has occurred, it will consider appropriate action, which may include:
review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate
personnel of the Adviser or its board; or dismissal of the Covered Officer;
· the Board will be responsible for granting waivers, as appropriate;
and
· any
waivers of or amendments to the Code, to the extent required, will be disclosed as provided by SEC rules.
V. Other Policies and Procedures
The Code shall be the sole code of ethics adopted by the Fund for purposes of
Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and forms applicable to registered investment
companies thereunder. The Fund's, its principal underwriter's and the Adviser's codes of ethics under
Rule 17j-1 under the Investment Company Act and the Adviser's additional policies and procedures, including
its Code of Conduct, are separate requirements applying to the Covered Officers and others, and are not
part of the Code.
VI. Amendments
Except as to Exhibit A, the Code may not be amended except in written form, which
is specifically approved or ratified by a majority vote of the Fund's Board, including a majority of
independent Board members.
VII. Confidentiality
All
reports and records prepared or maintained pursuant to the Code will be considered confidential and shall
be maintained and protected accordingly. Except as otherwise required by law or the Code, such matters
shall not be disclosed to anyone other than the appropriate Funds and their counsel, the appropriate
Boards (or Committees) and their counsel and the Adviser.
VIII. Internal Use
The Code is intended
solely for the internal use by the Fund and does not constitute an admission, by or on behalf of the
Fund, as to any fact, circumstance, or legal conclusion.
Dated as of: January
14, 2021
Exhibit A
Persons Covered by the Code of Ethics
| | |
David
J. DiPetrillo | President | (Principal Executive Officer, BNY Mellon Family of Funds) |
| | |
Patrick
T. Crowe | President | (Principal
Executive Officer, BNY Mellon Funds Trust) |
| | |
James M. Windels | Treasurer | (Principal Financial and Accounting Officer) |
[EX-99.CERT]—Exhibit (a)(2)
SECTION
302 CERTIFICATION
I, David J. DiPetrillo, certify that:
1.
I have reviewed this report on Form N-CSR of BNY Mellon Alcentra Global Credit Income 2024 Target Term
Fund, Inc.;
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 registrant as of, and for, the periods
presented in this report;
4. The registrant'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 registrant 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 registrant, 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 registrant'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 registrant'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 registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the
audit committee of the registrant'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 registrant'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 registrant's internal control over financial reporting.
By: /s/
David J. DiPetrillo
David
J. DiPetrillo
President
(Principal Executive Officer)
Date: October 24, 2024
SECTION 302 CERTIFICATION
I, James Windels, certify that:
1.
I have reviewed this report on Form N-CSR of BNY Mellon Alcentra Global Credit Income 2024 Target Term
Fund, Inc.;
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 registrant as of, and for, the periods
presented in this report;
4. The registrant'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 registrant 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 registrant, 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 registrant'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 registrant'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 registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the
audit committee of the registrant'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 registrant'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 registrant's internal control over financial reporting.
By: /s/
James Windels
James
Windels
Treasurer
(Principal Financial Officer)
Date: October 24, 2024
[EX-99.906CERT]
Exhibit (b)
SECTION
906 CERTIFICATIONS
In connection with this report on Form
N-CSR for the Registrant as furnished to the Securities and Exchange Commission on the date hereof (the
"Report"), the undersigned hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:
(1) the
Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as applicable; and
(2) the information contained in the Report fairly presents, in
all material respects, the financial condition and results of operations of the Registrant.
By: /s/
David J. DiPetrillo
David J. DiPetrillo
President (Principal Executive Officer)
Date: October
24, 2024
By: /s/
James Windels
James
Windels
Treasurer
(Principal Financial Officer)
Date: October 24, 2024
This certificate is furnished
pursuant to the requirements of Form N-CSR and shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall
not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934.
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