UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number  811-23014

BNY Mellon Alcentra Global Credit Income 2024 Target Term Fund, Inc.

(Exact Name of Registrant as Specified in Charter)

c/o BNY Mellon Investment Adviser, Inc.
240 Greenwich Street
New York, New York 10286
(Address of Principal Executive Offices) (Zip Code)

 

Deirdre Cunnane, Esq.
240 Greenwich Street
New York, New York 10286
(Name and Address of Agent for Service)

Registrant's Telephone Number, including Area Code: (212) 922-6400

Date of fiscal year end: 8/31

Date of reporting period: 8/31/24 


FORM N-CSR

Item 1.  Reports to Stockholders.


BNY Mellon Alcentra Global Credit Income 2024 Target Term Fund, Inc.

 

ANNUAL REPORT

August 31, 2024

 


 

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.

 

Not FDIC-Insured • Not Bank-Guaranteed • May Lose Value


Contents

T H E F U N D

  

Discussion of Fund Performance

2

Fund Performance
and Distribution Information

3

Selected Information

7

Statement of Investments

8

Statement of Assets and Liabilities

35

Statement of Operations

36

Statement of Cash Flows

37

Statement of Changes in Net Assets

38

Financial Highlights

39

Notes to Financial Statements

40

Report of Independent Registered
Public Accounting Firm

55

Additional Information

56

Proxy Results

87

Board Members Information

88

Officers of the Fund

90

Officers and Directors

92

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)

* 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

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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

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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

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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

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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

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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

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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,

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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

81


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.

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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.

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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

———————

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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.

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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.

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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.

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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.

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For More Information

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

  

Ticker Symbol:

DCF

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: November 18, 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: November 18, 2024

By: /s/ James Windels

 James Windels

 Treasurer (Principal Financial Officer)

Date: November 19, 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: November 18, 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: November 19, 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: November 18, 2024

 By: /s/ James Windels

  James Windels

  Treasurer (Principal Financial Officer)

 Date: November 19, 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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