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:

 

08/31  
Date of reporting period:

08/31/2022

 

 

 

 
             

 

 

 
 

FORM N-CSR

Item 1. Reports to Stockholders.

 

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

 

ANNUAL REPORT

August 31, 2022

 

 

 

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

THE FUND

  

Discussion of Fund Performance

2

Fund Performance
and Distribution Information

5

Selected Information

8

Statement of Investments

9

Statement of Assets and Liabilities

32

Statement of Operations

33

Statement of Cash Flows

34

Statement of Changes in Net Assets

35

Financial Highlights

36

Notes to Financial Statements

37

Report of Independent Registered
Public Accounting Firm

51

Additional Information

52

Proxy Results

80

Information About the Renewal
and Approval of the Fund’s
Management and Sub-Investment
Advisory Agreements

81

Board Members Information

91

Officers of the Fund

94

Officers and Directors

96

FOR MORE INFORMATION

 

Back Cover

 
 

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DISCUSSION OF FUND PERFORMANCE (Unaudited)

For the period from September 1, 2021, through August 31, 2022, as provided by the fund’s primary portfolio managers, Kevin Cronk, Chris Barris and Hiram Hamilton of Alcentra NY, LLC, the fund’s sub-adviser

Market and Fund Performance Overview

For the 12-month period ended August 31, 2022, BNY Mellon Alcentra Global Credit Income 2024 Target Term Fund, Inc. (the “fund”) produced a total return of −10.13% on a net-asset-value basis and −16.17% on a market basis.1 Over the same period, the fund provided aggregate income dividends of $.60 per share, which reflects a distribution rate of 8.02%. In comparison, the ICE BofA Global High Yield Index (the “Index”), the fund’s benchmark, posted a total return of -16.09% for the same period.2,3

Global credit instruments were generally weaker over the period, with interest-rate-sensitive issues underperforming as rates rose. While the fund produced a negative total return in the face of these challenges, it also produced competitive levels of current income during the period and mitigated some of the market downturn through investments in select floating-rate instruments.

The Fund’s Investment Approach

The fund’s investment objectives are to seek high current income and to return at least $9.835 per Common Share (the initial 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 December 1, 2024 (subject to certain extensions, the “Termination Date”).4 The fund will normally invest primarily 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.

Principal investment strategies include:

• Senior Secured Loans and Other Loans

• Corporate Debt

• Special Situations

• Structured Credit

Yields Rise as Interest Rates Increase

The reporting period began amid increasing inflationary pressures due to rising energy and commodity prices and global supply-chain disruptions. The U.S. Federal Reserve (the “Fed”), which expressed increasingly hawkish sentiments prior to the start of the period, indicated in September 2021 a willingness to consider reducing accommodative policies sooner rather than later due to the unexpected level and persistence of inflationary forces affecting the economy. As inflationary pressures continued to mount, Fed rhetoric grew increasingly emphatic. Increasing tensions between Russia and Ukraine in early 2022 and the eventual invasion of Ukraine by its larger neighbor further undermined investor sentiment and pressured international credit markets. The Fed began to take concrete action soon thereafter, raising the federal funds rate by 0.25% in March, 0.50% in May, 0.75% in June and another 0.75% in July—its most aggressive series of rate increases in decades. The Fed also began the process of quantitative tightening, scaling back bond purchases as it allowed existing holdings to mature. Many other central banks

2

 

in both developed and emerging markets followed suit, implementing a range of forceful monetary tightening measures designed to combat rising inflation.

Most U.S. bond prices trended lower, spreads widened, and yields crept higher as interest rates rose throughout the period, with the sharpest rise in yields occurring in the short end of the yield curve. While the benchmark 10-year Treasury bond yield rose from 1.5% in late 2021 to just under 3.5% in June 2022, the two-year Treasury bond yield rose from 0.75% to 3.5% during the same period. Short Treasury yields generally remained higher than long Treasury yields through the end of the reporting period. Not surprisingly, given these conditions, short-duration instruments generally outperformed their longer-duration counterparts during the period. Amid predominantly risk-off investor sentiment, Treasury bonds broadly outperformed corporate credits of similar duration, while among corporates, higher-quality, higher-rated instruments generally outperformed their lower-quality, lower-rated peers. Floating-rate bonds, which offer a degree of protection against rising interest rates, delivered stronger returns than most fixed-income securities. Collateralized loan obligations (CLOs), which also feature floating rates, outperformed fixed income, but lagged floating-rate bank loans.

Despite these many challenges, the underlying technical characteristics of international corporate credits remained strong throughout the period. Corporate earnings generally outperformed expectations, and default levels remained low as companies practiced disciplined management of balance sheets. The U.S. economy, while showing signs of slowing in the second half of the period, continued to benefit from high levels of labor participation and consumer spending.

Floating-Rate Instruments Outperform Fixed Income

The fund’s global high yield holdings produced its weakest annual returns during the period as bond prices were pressured by rising interest rates. At the same time, risk premiums increased, enhancing the fund’s distributions. Floating-rate global loans, on the other hand, provided positive returns, outperforming most other asset classes. Structured credit declined mildly, but not as sharply as high yield. The fund found few attractive investments among special situations as the opportunity set compressed, with the sector having little impact on fund performance.

In response to evolving economic conditions, the fund undertook several meaningful allocation shifts. From an asset class perspective, we increased the fund’s floating-rate exposure as the likelihood of future interest-rate hikes increased, correspondingly reducing positions in global high yield. Geographically, we increased the fund’s bias toward the United States and away from Europe as the Russian invasion of Ukraine caused European energy prices to spike, with ripples into European economies. Finally, regarding industry sectors, we shifted exposure from inflation-sensitive industries—such as metals & mining, chemical and home construction—to more defensive areas—such as health care, telecommunications & media, technology and gaming.

Seeking Opportunities in the Face of Geopolitical Risk

As of August 31, 2022, with inflation continuing to mount and interest rates likely to experience further increases, the fund’s asset allocation mix stands close to 50% in floating-rate instruments and 50% in fixed income. Russia’s invasion of Ukraine continues to create a challenging investment environment for virtually all asset classes, driving increased inflation in energy and food prices with potential impacts in Europe and, to a lesser degree, the United States. While we have begun shifting the fund to a more U.S.-centric bias, we are also actively seeking opportunities to take advantage of conflict-related market discounts and dislocations that could enable us to enhance the fund’s net asset value in advance of the target date.

More fundamentally, we believe corporate credit fundamentals in the United States and Europe remain strong, with reasonable levels of leverage and good liquidity. Default levels in both regions

3

 

DISCUSSION OF FUND PERFORMANCE (Unaudited) (continued)

remain historically low, a trend we expect to persist even in the face of short-term economic softness, providing a favorable backdrop for the fund’s investment strategy.

September 15, 2022

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.

4 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. For more information about the fund’s investment objectives and principal investment strategies, see “Additional Information – Investment Objectives and Principal Investment Strategies.

Bonds are subject generally to interest-rate, credit, liquidity and market risks, to varying degrees. Generally, all other factors being equal, bond prices are inversely related to interest-rate changes and rate increases can cause price declines.

Recent market risks include pandemic risks related to COVID-19. 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. To the extent the fund may overweight its investments in certain countries, companies, industries or market sectors, such positions will increase the fund’s exposure to risk of loss from adverse developments affecting those countries, companies, industries or sectors.

High yield bonds are subject to increased credit risk and are considered speculative in terms of the issuer’s perceived ability to continue making interest payments on a timely basis and to repay principal upon maturity.

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.

Collateralized Loan Obligations (“CLOs”) and other types of Collateralized Debt Obligations (“CDOs”) 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. In addition to the general risks associated with credit instruments, 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 CLO or CDO 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.

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. 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. 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. In general, the secondary trading market for Senior Secured Loans is not fully developed. 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.

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. 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. Subordinated Loans generally have greater price volatility than Senior Secured Loans and may be less liquid.

The use of leverage magnifies the fund’s investment, market and certain other risks. For derivatives with 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.

The fund may, but is not required to, use derivative instruments. A small investment in derivatives could have a potentially large impact on the fund’s performance. The use of derivatives involves risks different from, or possibly greater than, the risks associated with investing directly in the underlying assets.

4

 

FUND PERFORMANCE (Unaudited)

Comparison of change in value of a $10,000 investment in BNY Mellon Alcentra Global Credit Income 2024 Target Term Fund, Inc. with a hypothetical investment of $10,000 in the ICE BofA Global High Yield Index (the “Index”).

 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.

      

Average Annual Total Returns as of 8/31/2022

 

 

 

Inception
Date

1 Year

From
Inception

 

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

10/27/2017

-16.17%

1.06%

 

BNY Mellon Alcentra Global Credit Income 2024 Target Term, Fund, Inc. -Net Asset Value

10/27/2017

-10.13%

2.50%

 

ICE BofA Global High Yield Index

10/31/2017

-16.09%

.64%

 

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.im.bnymellon.com 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.

5

 

FUND PERFORMANCE (Unaudited) (continued)

DISTRIBUTION INFORMATION

The following information regarding the fund’s distributions is current as of August 31, 2022, 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.

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

6

 

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%

$.60

$.60

$.00

$.00

7

 

SELECTED INFORMATION
August 31, 2022 (Unaudited)

       
 

Market Price per share August 31, 2022

$7.48

 

Shares Outstanding August 31, 2022

15,000,727

 

New York Stock Exchange Ticker Symbol

DCF

 
  

MARKET PRICE (NEW YORK STOCK EXCHANGE)

 
  
 

Fiscal Year Ended August 31, 2022

 

Quarter
Ended
November 30, 2021

Quarter
Ended
February 28, 2022

Quarter
Ended
May 31, 2022

Quarter
Ended
August 31, 2022

High

$9.62

$9.47

$8.62

$7.93

Low

9.27

8.75

7.59

7.29

Close

9.45

8.76

7.86

7.48

  

PERCENTAGE GAIN (LOSS) based on change in Market Price

 

October 27, 2017 (commencement of operations) through August 31, 2022

5.26%

September 1, 2021 through August 31, 2022

(16.17)

December 1, 2021 through August 31, 2022

(16.37)

March 1, 2022 through August 31, 2022

(11.25)

June 1, 2022 through August 31, 2022

(2.90)

  

NET ASSET VALUE PER SHARE

 

October 27, 2017 (commencement of operations)

$9.84

November 30, 2021

9.24

February 28, 2022

8.97

May 31, 2022

8.30

August 31, 2022

7.88

  

PERCENTAGE GAIN (LOSS) based on change in Net Asset Value

 

October 27, 2017 (commencement of operations) through August 31, 2022

12.70%

September 1, 2021 through August 31, 2022

(10.13)

December 1, 2021 through August 31, 2022

(9.92)

March 1, 2022 through August 31, 2022

(8.73)

June 1, 2022 through August 31, 2022

(3.16)

  

 With dividends and capital gains reinvested.

8

 

STATEMENT OF INVESTMENTS
August 31, 2022

          
 

Description

Coupon
Rate (%)

 

Maturity
Date

 

Principal
Amount ($)

a,b 

Value ($)

 

Bonds and Notes - 83.2%

     

Advertising - .7%

     

Advantage Sales & Marketing Inc., Sr. Scd. Notes

 

6.50

 

11/15/2028

 

241,000

c 

207,618

 

Clear Channel Outdoor Holdings Inc., Sr. Scd. Notes

 

5.13

 

8/15/2027

 

365,000

c 

327,365

 

CMG Media Corp., Gtd. Notes

 

8.88

 

12/15/2027

 

400,000

c 

344,648

 
 

879,631

 

Aerospace & Defense - .9%

     

Bombardier Inc., Sr. Unscd. Notes

 

7.50

 

12/1/2024

 

280,000

c 

277,863

 

Bombardier Inc., Sr. Unscd. Notes

 

7.50

 

3/15/2025

 

70,000

c 

68,592

 

TransDigm Inc., Gtd. Notes

 

4.88

 

5/1/2029

 

191,000

 

162,299

 

TransDigm Inc., Gtd. Notes

 

5.50

 

11/15/2027

 

550,000

 

495,668

 
 

1,004,422

 

Airlines - 1.0%

     

American Airlines Inc., Sr. Scd. Notes

 

5.50

 

4/20/2026

 

571,722

c 

544,657

 

American Airlines Inc., Sr. Scd. Notes

 

5.75

 

4/20/2029

 

110,000

c 

99,439

 

Hawaiian Brand Intellectual Property Ltd., Sr. Scd. Notes

 

5.75

 

1/20/2026

 

284,963

c 

260,499

 

United Airlines Inc., Sr. Scd. Notes

 

4.38

 

4/15/2026

 

270,000

c 

246,534

 
 

1,151,129

 

Automobiles & Components - 1.9%

     

Clarios Global LP, Sr. Scd. Bonds

EUR

4.38

 

5/15/2026

 

550,000

c 

513,965

 

Dealer Tire LLC, Sr. Unscd. Notes

 

8.00

 

2/1/2028

 

422,000

c 

383,842

 

Ford Motor Co., Sr. Unscd. Notes

 

4.75

 

1/15/2043

 

450,000

 

337,147

 

IHO Verwaltungs GmbH, Sr. Scd. Notes

EUR

3.63

 

5/15/2025

 

360,000

c,d 

333,260

 

IHO Verwaltungs GmbH, Sr. Scd. Notes

EUR

3.88

 

5/15/2027

 

240,000

c,d 

200,365

 

Jaguar Land Rover Automotive PLC, Gtd. Notes

EUR

5.88

 

11/15/2024

 

360,000

c 

332,464

 

Standard Profil Automotive Gmbh, Sr. Scd. Bonds

EUR

6.25

 

4/30/2026

 

294,000

c 

168,923

 
 

2,269,966

 

Banks - .2%

     

Citigroup Inc., Jr. Sub. Notes , Ser. U

 

5.00

 

9/12/2024

 

150,000

e 

139,890

 

JPMorgan Chase & Co., Jr. Sub. Notes, Ser. HH

 

4.60

 

2/1/2025

 

160,000

e 

141,040

 
 

280,930

 

Beverage Products - .2%

     

Primo Water Holdings Inc., Gtd. Notes

 

4.38

 

4/30/2029

 

270,000

c 

231,265

 

Building Materials - 1.0%

     

CP Atlas Buyer Inc., Sr. Unscd. Notes

 

7.00

 

12/1/2028

 

274,000

c 

224,033

 

9

 

STATEMENT OF INVESTMENTS (continued)

          
 

Description

Coupon
Rate (%)

 

Maturity
Date

 

Principal
Amount ($)

a,b 

Value ($)

 

Bonds and Notes - 83.2% (continued)

     

Building Materials - 1.0% (continued)

     

Eco Material Technologies Inc., Sr. Scd. Notes

 

7.88

 

1/31/2027

 

381,000

c 

355,871

 

Griffon Corp., Gtd. Notes

 

5.75

 

3/1/2028

 

395,000

 

366,046

 

JELD-WEN Inc., Gtd. Notes

 

4.63

 

12/15/2025

 

230,000

c 

198,128

 

Standard Industries Inc., Sr. Unscd. Notes

 

4.75

 

1/15/2028

 

90,000

c 

78,823

 
 

1,222,901

 

Chemicals - 1.7%

     

Consolidated Energy Finance SA, Gtd. Notes

EUR

5.00

 

10/15/2028

 

140,000

c 

114,087

 

Consolidated Energy Finance SA, Gtd. Notes

 

5.63

 

10/15/2028

 

435,000

c 

358,099

 

INEOS Quattro Finance 2 PLC, Sr. Scd. Notes

 

3.38

 

1/15/2026

 

200,000

c 

173,352

 

Iris Holdings Inc., Sr. Unscd. Notes

 

8.75

 

2/15/2026

 

250,000

c,d 

201,718

 

Italmatch Chemicals SpA, Sr. Scd. Notes, 3 Month EURIBOR +4.75%

EUR

4.75

 

9/30/2024

 

445,000

c,f 

426,467

 

Olympus Water US Holding Corp., Sr. Scd. Notes

 

4.25

 

10/1/2028

 

279,000

c 

227,232

 

Olympus Water US Holding Corp., Sr. Unscd. Notes

 

6.25

 

10/1/2029

 

320,000

c 

242,030

 

Polar US Borrower LLC, Sr. Unscd. Notes

 

6.75

 

5/15/2026

 

212,000

c 

138,452

 

SCIL IV LLC, Sr. Scd. Notes

 

5.38

 

11/1/2026

 

200,000

c 

166,311

 
 

2,047,748

 

Collateralized Loan Obligations Debt - 28.1%

     

Carlyle Global Market Strategies Euro DAC CLO, Ser. 2014-1A, Cl. ER, 3 Month EURIBOR +4.93%

EUR

4.93

 

7/15/2031

 

1,500,000

c,f 

1,246,026

 

Carlyle Global Market Strategies Euro DAC CLO, Ser. 2014-1A, Cl. FR, 3 Month EURIBOR +6.61%

EUR

6.61

 

7/15/2031

 

3,000,000

c,f 

2,275,528

 

Carlyle Global Market Strategies Euro DAC CLO, Ser. 2015-3A, Cl. ER, 3 Month EURIBOR +6.44%

EUR

6.44

 

7/15/2030

 

2,000,000

c,f 

1,503,142

 

CIFC European Funding II DAC CLO, Ser. 2A, Cl. F, 3 Month EURIBOR +7.70%

EUR

7.70

 

4/15/2033

 

1,000,000

c,f 

766,930

 

CIFC Funding Ltd. CLO, Ser. 2018-1A, Cl. E, 3 Month LIBOR +5.00%

 

7.74

 

4/18/2031

 

1,000,000

c,f 

865,518

 

CQS US Ltd. CLO, Ser. 2022-2A, Cl. E1, 3 Month TSFR +6.85%

 

10.20

 

7/20/2031

 

2,000,000

c,f,g 

1,815,270

 

Crown Point 9 Ltd. CLO, Ser. 2020-9A, Cl. ER, 3 Month LIBOR +6.76%

 

9.24

 

7/14/2034

 

2,375,000

c,f 

2,136,787

 

10

 

          
 

Description

Coupon
Rate (%)

 

Maturity
Date

 

Principal
Amount ($)

a,b 

Value ($)

 

Bonds and Notes - 83.2% (continued)

     

Collateralized Loan Obligations Debt - 28.1% (continued)

     

Dryden 91 Euro DAC CLO, Ser. 2021-91A, Cl. E, 3 Month EURIBOR +7.06%

EUR

7.06

 

4/18/2035

 

1,000,000

c,f 

894,231

 

Euro-Galaxy IV DAC CLO, Ser. 2015-4A, CI. FRR, 3 Month EURIBOR +8.88%

EUR

9.12

 

7/30/2034

 

1,750,000

c,f 

1,383,749

 

Fidelity Grand Harbour Clo 2022-1 Designated Activity Co., Ser. 2022-1A, Cl. E, 3 Month EURIBOR +7.08%

EUR

7.08

 

10/15/2036

 

1,750,000

c,f,g 

1,591,590

 

Franklin Park Place I LLC CLO, Ser. 2022-1A, Cl. E, 3 Month TSFR +7.50%

 

8.27

 

4/14/2035

 

1,000,000

c,f 

899,299

 

GoldenTree Loan Management EUR 2 DAC CLO, Ser. 2A, Cl. E, 3 Month EURIBOR +5.25%

EUR

5.30

 

1/20/2032

 

1,000,000

c,f 

823,567

 

Hayfin Emerald IV DAC CLO, Ser. 4A, Cl. FR, 3 Month EURIBOR +8.68%

EUR

8.68

 

10/15/2034

 

740,000

c,f 

575,637

 

ICG Euro DAC CLO, Ser. 2021-1A, Cl. F, 3 Month EURIBOR +8.82%

EUR

8.82

 

10/15/2034

 

1,000,000

c,f 

785,469

 

KKR 23 Ltd. CLO, Ser. 23, Cl. E, 3 Month LIBOR +6.00%

 

8.71

 

10/20/2031

 

1,000,000

c,f 

884,259

 

Marble Point XII Ltd. CLO, Ser. 2018-1A, Cl. E, 3 Month LIBOR +6.00%

 

8.74

 

7/16/2031

 

750,000

c,f 

590,602

 

OZLM Funding II Ltd. CLO, Ser. 2012-2A, Cl. DR2, 3 Month LIBOR +5.90%

 

8.68

 

7/30/2031

 

2,250,000

c,f 

1,894,529

 

OZLM VI Ltd. CLO, Ser. 2014-6A, Cl. DS, 3 Month LIBOR +6.05%

 

8.79

 

4/17/2031

 

2,000,000

c,f 

1,586,300

 

OZLME III DAC CLO, Ser. 3A, Cl. F, 3 Month EURIBOR +6.45%

EUR

6.90

 

8/24/2030

 

1,000,000

c,f 

767,517

 

St. Paul's V DAC CLO, Ser. 5A, Cl. FR, 3 Month EURIBOR +6.60%

EUR

6.99

 

8/20/2030

 

4,000,000

c,f 

3,097,402

 

TIAA I Ltd. CLO, Ser. 2016-1A, CI. ER, 3 Month LIBOR +6.20%

 

8.91

 

7/20/2031

 

2,131,000

c,f 

1,771,449

 

Tikehau DAC CLO, Ser. 2015-1A, Cl. FRR, 3 Month EURIBOR +8.75%

EUR

9.01

 

8/4/2034

 

2,000,000

c,f 

1,626,628

 

Venture 45 Ltd. CLO, Ser. 2022-45A, CI. D1, 3 Month TSFR +4.00%

 

5.08

 

7/20/2035

 

1,500,000

c,f 

1,369,333

 

Vibrant III Ltd. CLO, Ser. 2015-3A, Cl. DRR, 3 Month LIBOR +6.35%

 

9.06

 

10/20/2031

 

1,000,000

c,f 

805,575

 

Wind River Ltd. CLO, Ser. 2016-1A, CI. FR2, 3 Month LIBOR +7.90%

 

10.41

 

10/15/2034

 

1,500,000

c,f 

1,264,074

 
 

33,220,411

 

Collateralized Loan Obligations Equity - .0%

     

KVK Ltd. CLO, Ser. 2018-1A, Cl. SUB1

 

0.00

 

5/20/2029

 

4,000,000

c,h 

46,896

 

11

 

STATEMENT OF INVESTMENTS (continued)

          
 

Description

Coupon
Rate (%)

 

Maturity
Date

 

Principal
Amount ($)

a,b 

Value ($)

 

Bonds and Notes - 83.2% (continued)

     

Collateralized Loan Obligations Equity - .0% (continued)

     

Madison Park Funding X Ltd. CLO, Ser. 2012-10A, Cl. SUB

 

0.00

 

1/20/2029

 

3,000,000

c,h 

3,750

 
 

50,646

 

Commercial & Professional Services - 4.0%

     

Albion Financing 1 SARL, Sr. Scd. Notes

EUR

5.25

 

10/15/2026

 

350,000

c 

314,860

 

Allied Universal Holdco LLC, Sr. Scd. Notes

 

6.63

 

7/15/2026

 

570,000

c 

534,375

 

APX Group Inc., Gtd. Notes

 

5.75

 

7/15/2029

 

419,000

c 

342,427

 

BCP V Modular Services Finance II PLC, Sr. Scd. Bonds

EUR

4.75

 

11/30/2028

 

320,000

c 

268,811

 

HealthEquity Inc., Gtd. Notes

 

4.50

 

10/1/2029

 

374,000

c 

329,415

 

Kapla Holding SAS, Sr. Scd. Bonds

EUR

3.38

 

12/15/2026

 

220,000

c 

192,773

 

La Financiere Atalian SASU, Gtd. Bonds

EUR

5.13

 

5/15/2025

 

270,000

 

260,144

 

La Financiere Atalian SASU, Gtd. Bonds

EUR

5.13

 

5/15/2025

 

270,000

c 

260,144

 

MPH Acquisition Holdings LLC, Sr. Scd. Notes

 

5.50

 

9/1/2028

 

290,000

c 

247,696

 

PECF USS Intermediate Holding III Corp., Sr. Unscd. Notes

 

8.00

 

11/15/2029

 

296,000

c 

249,133

 

Prime Security Services Borrower LLC, Scd. Notes

 

6.25

 

1/15/2028

 

470,000

c 

414,362

 

Prime Security Services Borrower LLC, Sr. Scd. Notes

 

5.75

 

4/15/2026

 

410,000

c 

394,996

 

The Hertz Corp., Gtd. Notes

 

4.63

 

12/1/2026

 

522,000

c 

448,009

 

The Hertz Corp., Gtd. Notes

 

5.00

 

12/1/2029

 

56,000

c 

45,146

 

Verisure Midholding AB, Gtd. Notes

EUR

5.25

 

2/15/2029

 

510,000

c 

414,187

 
 

4,716,478

 

Consumer Discretionary - 6.1%

     

Ashton Woods Finance Co., Sr. Unscd. Notes

 

6.63

 

1/15/2028

 

365,000

c 

329,002

 

Banijay Entertainment SASU, Sr. Scd. Bonds

EUR

3.50

 

3/1/2025

 

340,000

c 

318,876

 

Banijay Group SAS, Sr. Unscd. Notes

EUR

6.50

 

3/1/2026

 

180,000

c 

163,743

 

Caesars Entertainment Inc., Sr. Scd. Notes

 

6.25

 

7/1/2025

 

130,000

c 

127,101

 

Caesars Entertainment Inc., Sr. Unscd. Notes

 

4.63

 

10/15/2029

 

366,000

c 

294,850

 

Carnival Corp., Sr. Unscd. Notes

 

7.63

 

3/1/2026

 

742,000

c 

632,703

 

CCM Merger Inc., Sr. Unscd. Notes

 

6.38

 

5/1/2026

 

439,000

c 

413,195

 

Everi Holdings Inc., Gtd. Notes

 

5.00

 

7/15/2029

 

191,000

c 

171,807

 

Hilton Domestic Operating Inc., Gtd. Notes

 

4.00

 

5/1/2031

 

100,000

c 

84,658

 

12

 

          
 

Description

Coupon
Rate (%)

 

Maturity
Date

 

Principal
Amount ($)

a,b 

Value ($)

 

Bonds and Notes - 83.2% (continued)

     

Consumer Discretionary - 6.1% (continued)

     

International Game Technology PLC, Sr. Scd. Notes

 

4.13

 

4/15/2026

 

310,000

c 

284,580

 

Maison Finco PLC, Sr. Scd. Bonds

GBP

6.00

 

10/31/2027

 

208,000

c 

179,787

 

Melco Resorts Finance, Sr. Unscd. Notes

 

4.88

 

6/6/2025

 

630,000

c 

483,034

 

NCL Ltd., Gtd. Notes

 

5.88

 

3/15/2026

 

118,000

c 

95,580

 

NCL Ltd., Sr. Scd. Notes

 

5.88

 

2/15/2027

 

204,000

c 

185,169

 

NCL Ltd., Sr. Unscd. Notes

 

3.63

 

12/15/2024

 

630,000

c 

546,884

 

Nobel Bidco BV, Sr. Scd. Bonds

EUR

3.13

 

6/15/2028

 

720,000

c 

516,661

 

Pinewood Finance Ltd., Sr. Scd. Bonds

GBP

3.63

 

11/15/2027

 

240,000

c 

235,593

 

Royal Caribbean Cruises Ltd., Sr. Unscd. Notes

 

5.50

 

8/31/2026

 

229,000

c 

183,358

 

Royal Caribbean Cruises Ltd., Sr. Unscd. Notes

 

11.63

 

8/15/2027

 

89,000

c 

87,357

 

Scientific Games Holdings LP, Sr. Unscd. Notes

 

6.63

 

3/1/2030

 

450,000

c 

400,732

 

Station Casinos LLC, Gtd. Notes

 

4.50

 

2/15/2028

 

180,000

c 

155,320

 

TUI Cruises Gmbh, Sr. Unscd. Notes

EUR

6.50

 

5/15/2026

 

389,000

c 

320,363

 

Wynn Las Vegas LLC, Gtd. Notes

 

5.50

 

3/1/2025

 

631,000

c 

605,006

 

Wynn Macau Ltd., Sr. Unscd. Notes

 

4.88

 

10/1/2024

 

430,000

c 

344,274

 
 

7,159,633

 

Consumer Staples - .5%

     

Kronos Acquisition Holdings Inc., Sr. Scd. Notes

 

5.00

 

12/31/2026

 

450,000

c 

408,285

 

Newell Brands Inc., Sr. Unscd. Notes

 

4.45

 

4/1/2026

 

197,000

 

185,529

 
 

593,814

 

Diversified Financials - 3.8%

     

Compass Group Diversified Holdings LLC, Gtd. Notes

 

5.25

 

4/15/2029

 

215,000

c 

183,296

 

Garfunkelux Holdco 3 SA, Sr. Scd. Bonds

GBP

7.75

 

11/1/2025

 

375,000

c 

387,615

 

Garfunkelux Holdco 3 SA, Sr. Scd. Bonds

GBP

7.75

 

11/1/2025

 

500,000

 

516,820

 

Icahn Enterprises LP, Gtd. Notes

 

4.38

 

2/1/2029

 

330,000

 

281,150

 

Nationstar Mortgage Holdings Inc., Gtd. Notes

 

5.13

 

12/15/2030

 

500,000

c 

394,439

 

Nationstar Mortgage Holdings Inc., Gtd. Notes

 

6.00

 

1/15/2027

 

180,000

c 

160,360

 

Navient Corp., Sr. Unscd. Notes

 

5.00

 

3/15/2027

 

410,000

 

351,757

 

Navient Corp., Sr. Unscd. Notes

 

5.50

 

3/15/2029

 

146,000

 

118,480

 

Navient Corp., Sr. Unscd. Notes

 

6.75

 

6/15/2026

 

465,000

 

441,750

 

OneMain Finance Corp., Gtd. Notes

 

6.13

 

3/15/2024

 

270,000

 

263,949

 

OneMain Finance Corp., Gtd. Notes

 

6.63

 

1/15/2028

 

250,000

 

228,848

 

13

 

STATEMENT OF INVESTMENTS (continued)

          
 

Description

Coupon
Rate (%)

 

Maturity
Date

 

Principal
Amount ($)

a,b 

Value ($)

 

Bonds and Notes - 83.2% (continued)

     

Diversified Financials - 3.8% (continued)

     

PennyMac Financial Services Inc., Gtd. Notes

 

5.38

 

10/15/2025

 

390,000

c 

357,427

 

PennyMac Financial Services Inc., Gtd. Notes

 

5.75

 

9/15/2031

 

758,000

c 

615,617

 

Rocket Mortgage LLC, Gtd. Notes

 

3.63

 

3/1/2029

 

280,000

c 

225,813

 
 

4,527,321

 

Electronic Components - .4%

     

Energizer Gamma Acquisition BV, Gtd. Bonds

EUR

3.50

 

6/30/2029

 

240,000

c 

192,317

 

TTM Technologies Inc., Gtd. Notes

 

4.00

 

3/1/2029

 

250,000

c 

216,592

 
 

408,909

 

Energy - 3.3%

     

Antero Midstream Partners LP, Gtd. Notes

 

5.75

 

3/1/2027

 

330,000

c 

313,203

 

Archrock Partners LP, Gtd. Notes

 

6.25

 

4/1/2028

 

368,000

c 

335,463

 

Blue Racer Midstream LLC, Sr. Unscd. Notes

 

6.63

 

7/15/2026

 

290,000

c 

274,920

 

Blue Racer Midstream LLC, Sr. Unscd. Notes

 

7.63

 

12/15/2025

 

375,000

c 

373,794

 

Colgate Energy Partners III LLC, Sr. Unscd. Notes

 

5.88

 

7/1/2029

 

260,000

c 

241,335

 

CQP Holdco LP, Sr. Scd. Notes

 

5.50

 

6/15/2031

 

500,000

c 

443,045

 

Crestwood Midstream Partners LP, Gtd. Notes

 

5.63

 

5/1/2027

 

25,000

c 

23,349

 

Crestwood Midstream Partners LP, Gtd. Notes

 

5.75

 

4/1/2025

 

180,000

 

173,734

 

CVR Energy Inc., Gtd. Bonds

 

5.25

 

2/15/2025

 

365,000

c 

344,860

 

EnLink Midstream LLC, Sr. Unscd. Notes

 

6.50

 

9/1/2030

 

176,000

c 

175,310

 

EQM Midstream Partners LP, Sr. Unscd. Notes

 

4.75

 

1/15/2031

 

125,000

c 

108,333

 

EQM Midstream Partners LP, Sr. Unscd. Notes

 

5.50

 

7/15/2028

 

239,000

 

218,904

 

EQM Midstream Partners LP, Sr. Unscd. Notes

 

7.50

 

6/1/2027

 

69,000

c 

68,313

 

Rockcliff Energy II LLC, Sr. Unscd. Notes

 

5.50

 

10/15/2029

 

484,000

c 

447,843

 

USA Compression Partners LP, Gtd. Notes

 

6.88

 

9/1/2027

 

220,000

 

203,720

 

USA Compression Partners LP, Gtd. Notes

 

6.88

 

4/1/2026

 

190,000

 

178,518

 
 

3,924,644

 

Environmental Control - .7%

     

Covanta Holding Corp., Gtd. Notes

 

4.88

 

12/1/2029

 

312,000

c 

263,796

 

Covanta Holding Corp., Gtd. Notes

 

5.00

 

9/1/2030

 

155,000

 

130,975

 

14

 

          
 

Description

Coupon
Rate (%)

 

Maturity
Date

 

Principal
Amount ($)

a,b 

Value ($)

 

Bonds and Notes - 83.2% (continued)

     

Environmental Control - .7% (continued)

     

Harsco Corp., Gtd. Notes

 

5.75

 

7/31/2027

 

315,000

c 

223,878

 

Waste Pro USA Inc., Sr. Unscd. Notes

 

5.50

 

2/15/2026

 

170,000

c 

152,626

 
 

771,275

 

Food Products - .4%

     

Albertsons LLC, Gtd. Notes

 

4.88

 

2/15/2030

 

280,000

c 

245,700

 

Post Holdings Inc., Gtd. Notes

 

4.63

 

4/15/2030

 

195,000

c 

169,590

 

United Natural Foods Inc., Gtd. Notes

 

6.75

 

10/15/2028

 

54,000

c 

51,955

 
 

467,245

 

Health Care - 3.8%

     

CHEPLAPHARM Arzneimittel Gmbh, Sr. Scd. Notes

 

5.50

 

1/15/2028

 

470,000

c 

403,976

 

Chrome Bidco SASU, Sr. Scd. Bonds

EUR

3.50

 

5/31/2028

 

420,000

c 

368,819

 

Cidron Aida Finco SARL, Sr. Scd. Bonds

EUR

5.00

 

4/1/2028

 

640,000

c 

566,452

 

Cidron Aida Finco SARL, Sr. Scd. Bonds

GBP

6.25

 

4/1/2028

 

453,000

c 

447,292

 

Community Health Systems Inc., Sr. Scd. Notes

 

5.25

 

5/15/2030

 

170,000

c 

128,990

 

Community Health Systems Inc., Sr. Scd. Notes

 

5.63

 

3/15/2027

 

236,000

c 

200,574

 

DaVita Inc., Gtd. Notes

 

4.63

 

6/1/2030

 

410,000

c 

330,571

 

Medline Borrower LP, Sr. Unscd. Notes

 

5.25

 

10/1/2029

 

385,000

c 

324,031

 

Nidda Healthcare Holding GmbH, Sr. Scd. Notes

EUR

3.50

 

9/30/2024

 

650,000

c 

604,119

 

Organon & Co., Sr. Unscd. Notes

 

5.13

 

4/30/2031

 

450,000

c 

394,317

 

Prime Healthcare Services Inc., Sr. Scd. Notes

 

7.25

 

11/1/2025

 

480,000

c 

425,566

 

Tenet Healthcare Corp., Gtd. Notes

 

6.13

 

10/1/2028

 

290,000

c 

266,442

 
 

4,461,149

 

Industrial - 1.2%

     

Norican A/S, Sr. Scd. Bonds

EUR

4.50

 

5/15/2023

 

545,000

 

503,531

 

Promontoria Holding 264 BV, Sr. Scd. Bonds

EUR

6.38

 

3/1/2027

 

272,000

c 

233,574

 

Titan Acquisition Ltd., Sr. Unscd. Notes

 

7.75

 

4/15/2026

 

136,000

c 

123,904

 

TK Elevator US Newco Inc., Sr. Scd. Notes

 

5.25

 

7/15/2027

 

580,000

c 

528,557

 
 

1,389,566

 

Information Technology - .8%

     

Boxer Parent Inc., Sr. Scd. Notes

EUR

6.50

 

10/2/2025

 

230,000

c 

225,220

 

Minerva Merger Sub Inc., Sr. Unscd. Notes

 

6.50

 

2/15/2030

 

800,000

c 

680,208

 
 

905,428

 

15

 

STATEMENT OF INVESTMENTS (continued)

          
 

Description

Coupon
Rate (%)

 

Maturity
Date

 

Principal
Amount ($)

a,b 

Value ($)

 

Bonds and Notes - 83.2% (continued)

     

Insurance - .5%

     

AssuredPartners Inc., Sr. Unscd. Notes

 

5.63

 

1/15/2029

 

165,000

c 

137,374

 

AssuredPartners Inc., Sr. Unscd. Notes

 

7.00

 

8/15/2025

 

280,000

c 

269,416

 

HUB International Ltd., Gtd. Notes

 

7.00

 

5/1/2026

 

170,000

c 

166,762

 
 

573,552

 

Internet Software & Services - 1.8%

     

Cogent Communications Group Inc., Gtd. Notes

 

7.00

 

6/15/2027

 

275,000

c 

263,142

 

Match Group Holdings II LLC, Sr. Unscd. Notes

 

3.63

 

10/1/2031

 

261,000

c 

204,513

 

Northwest Fiber LLC, Sr. Scd. Notes

 

4.75

 

4/30/2027

 

152,000

c 

132,783

 

Northwest Fiber LLC, Sr. Unscd. Notes

 

6.00

 

2/15/2028

 

580,000

c 

453,516

 

United Group BV, Sr. Scd. Bonds

EUR

3.13

 

2/15/2026

 

880,000

c 

728,711

 

United Group BV, Sr. Scd. Bonds

EUR

5.25

 

2/1/2030

 

250,000

c 

197,287

 

United Group BV, Sr. Scd. Notes

EUR

4.00

 

11/15/2027

 

240,000

c 

196,158

 
 

2,176,110

 

Materials - 3.2%

     

ARD Finance SA, Sr. Scd. Notes

EUR

5.00

 

6/30/2027

 

270,000

c,d 

202,105

 

ARD Finance SA, Sr. Scd. Notes

 

6.50

 

6/30/2027

 

365,000

c,d 

283,629

 

Ardagh Packaging Finance PLC, Gtd. Notes

GBP

4.75

 

7/15/2027

 

250,000

c 

215,487

 

Ardagh Packaging Finance PLC, Sr. Scd. Notes

 

5.25

 

4/30/2025

 

200,000

c 

189,406

 

Ball Corp., Gtd. Notes

 

3.13

 

9/15/2031

 

450,000

 

365,108

 

CANPACK SA, Gtd. Notes

 

3.13

 

11/1/2025

 

230,000

c 

207,298

 

Graham Packaging Inc., Gtd. Notes

 

7.13

 

8/15/2028

 

170,000

c 

146,217

 

Kleopatra Finco SARL, Sr. Scd. Bonds

EUR

4.25

 

3/1/2026

 

440,000

c 

377,170

 

LABL Inc., Sr. Scd. Notes

 

6.75

 

7/15/2026

 

155,000

c 

147,480

 

LABL Inc., Sr. Unscd. Notes

 

8.25

 

11/1/2029

 

304,000

c 

246,430

 

LABL Inc., Sr. Unscd. Notes

 

10.50

 

7/15/2027

 

56,000

c 

53,004

 

Mauser Packaging Solutions Holding Co., Sr. Scd. Bonds

EUR

4.75

 

4/15/2024

 

435,000

c 

417,282

 

Mauser Packaging Solutions Holding Co., Sr. Unscd. Notes

 

7.25

 

4/15/2025

 

1,028,000

c 

937,269

 
 

3,787,885

 

Media - 6.0%

     

Altice Financing SA, Sr. Scd. Bonds

 

5.75

 

8/15/2029

 

610,000

c 

492,106

 

Altice Finco SA, Scd. Notes

EUR

4.75

 

1/15/2028

 

860,000

c 

686,988

 

AMC Networks Inc., Gtd. Notes

 

4.75

 

8/1/2025

 

380,000

 

352,405

 

CCO Holdings LLC, Sr. Unscd. Notes

 

4.75

 

3/1/2030

 

390,000

c 

335,669

 

CSC Holdings LLC, Gtd. Notes

 

5.38

 

2/1/2028

 

320,000

c 

291,202

 

CSC Holdings LLC, Gtd. Notes

 

5.50

 

4/15/2027

 

380,000

c 

360,816

 

16

 

          
 

Description

Coupon
Rate (%)

 

Maturity
Date

 

Principal
Amount ($)

a,b 

Value ($)

 

Bonds and Notes - 83.2% (continued)

     

Media - 6.0% (continued)

     

CSC Holdings LLC, Sr. Unscd. Notes

 

5.75

 

1/15/2030

 

590,000

c 

457,884

 

DISH DBS Corp., Gtd. Notes

 

5.13

 

6/1/2029

 

350,000

 

207,904

 

DISH DBS Corp., Gtd. Notes

 

5.88

 

11/15/2024

 

280,000

 

253,739

 

DISH DBS Corp., Sr. Scd. Bonds

 

5.25

 

12/1/2026

 

136,000

c 

112,540

 

Gray Television Inc., Gtd. Notes

 

4.75

 

10/15/2030

 

612,000

c 

505,206

 

Nexstar Media Inc., Gtd. Notes

 

5.63

 

7/15/2027

 

300,000

c 

286,014

 

Radiate Holdco LLC, Sr. Scd. Notes

 

4.50

 

9/15/2026

 

190,000

c 

164,113

 

Radiate Holdco LLC, Sr. Unscd. Notes

 

6.50

 

9/15/2028

 

330,000

c 

246,262

 

Scripps Escrow II Inc., Sr. Unscd. Notes

 

5.38

 

1/15/2031

 

423,000

c 

350,720

 

Sinclair Television Group Inc., Gtd. Notes

 

5.50

 

3/1/2030

 

330,000

c 

259,128

 

TEGNA Inc., Gtd. Notes

 

5.00

 

9/15/2029

 

379,000

 

363,421

 

UPC Broadband Finco BV, Sr. Scd. Notes

 

4.88

 

7/15/2031

 

320,000

c 

277,195

 

Virgin Media Finance PLC, Gtd. Notes

 

5.00

 

7/15/2030

 

290,000

c 

229,590

 

Virgin Media Secured Finance PLC, Sr. Scd. Notes

GBP

4.25

 

1/15/2030

 

330,000

c 

322,448

 

Ziggo Bond Co. BV, Gtd. Notes

 

5.13

 

2/28/2030

 

330,000

c 

264,624

 

Ziggo BV, Sr. Scd. Notes

 

4.88

 

1/15/2030

 

370,000

c 

312,888

 
 

7,132,862

 

Metals & Mining - .4%

     

Arconic Corp., Scd. Notes

 

6.13

 

2/15/2028

 

300,000

c 

282,124

 

Hudbay Minerals Inc., Gtd. Notes

 

4.50

 

4/1/2026

 

198,000

c 

179,982

 
 

462,106

 

Real Estate - 1.1%

     

Brookfield Property REIT Inc., Sr. Scd. Notes

 

4.50

 

4/1/2027

 

280,000

c 

240,320

 

Iron Mountain Inc., Gtd. Notes

 

5.25

 

7/15/2030

 

380,000

c 

336,746

 

Ladder Capital Finance Holdings LLLP, Gtd. Notes

 

5.25

 

10/1/2025

 

480,000

c 

467,462

 

Starwood Property Trust Inc., Sr. Unscd. Notes

 

3.75

 

12/31/2024

 

320,000

c 

298,753

 
 

1,343,281

 

Retailing - 3.2%

     

Asbury Automotive Group Inc., Gtd. Notes

 

4.75

 

3/1/2030

 

160,000

 

136,220

 

B&M European Value Retail SA, Sr. Scd. Notes

GBP

3.63

 

7/15/2025

 

320,000

 

331,782

 

eG Global Finance PLC, Sr. Scd. Notes

EUR

4.38

 

2/7/2025

 

370,000

c 

346,385

 

Fertitta Entertainment LLC, Sr. Scd. Notes

 

4.63

 

1/15/2029

 

112,000

c 

97,800

 

LBM Acquisition LLC, Gtd. Notes

 

6.25

 

1/15/2029

 

136,000

c 

101,830

 

17

 

STATEMENT OF INVESTMENTS (continued)

          
 

Description

Coupon
Rate (%)

 

Maturity
Date

 

Principal
Amount ($)

a,b 

Value ($)

 

Bonds and Notes - 83.2% (continued)

     

Retailing - 3.2% (continued)

     

Macy's Retail Holdings LLC, Gtd. Notes

 

4.50

 

12/15/2034

 

515,000

 

361,200

 

Macy's Retail Holdings LLC, Gtd. Notes

 

5.88

 

4/1/2029

 

190,000

c 

164,657

 

New Red Finance Inc., Sr. Scd. Notes

 

3.88

 

1/15/2028

 

353,000

c 

314,242

 

Shiba Bidco SpA, Sr. Scd. Bonds

EUR

4.50

 

10/31/2028

 

291,000

c 

248,399

 

Staples Inc., Sr. Scd. Notes

 

7.50

 

4/15/2026

 

450,000

c 

380,826

 

Staples Inc., Sr. Unscd. Notes

 

10.75

 

4/15/2027

 

150,000

c 

110,476

 

The Michaels Companies, Sr. Scd. Notes

 

5.25

 

5/1/2028

 

280,000

c 

215,138

 

The Michaels Companies, Sr. Unscd. Notes

 

7.88

 

5/1/2029

 

259,000

c 

172,630

 

The Very Group Funding PLC, Sr. Scd. Bonds

GBP

6.50

 

8/1/2026

 

358,000

c 

312,083

 

White Cap Parent LLC, Sr. Unscd. Notes

 

8.25

 

3/15/2026

 

303,000

c,d 

264,026

 

Yum! Brands Inc., Sr. Unscd. Notes

 

5.38

 

4/1/2032

 

240,000

 

221,251

 
 

3,778,945

 

Telecommunication Services - 3.7%

     

Altice France Holding SA, Gtd. Notes

EUR

4.00

 

2/15/2028

 

130,000

c 

93,636

 

Altice France Holding SA, Gtd. Notes

 

6.00

 

2/15/2028

 

350,000

c 

237,891

 

Altice France Holding SA, Sr. Scd. Notes

EUR

8.00

 

5/15/2027

 

460,000

c 

379,423

 

Altice France SA, Sr. Scd. Notes

 

5.50

 

1/15/2028

 

200,000

c 

166,023

 

Altice France SA, Sr. Scd. Notes

 

5.50

 

10/15/2029

 

226,000

c 

178,751

 

Ciena Corp., Gtd. Notes

 

4.00

 

1/31/2030

 

62,000

c 

53,698

 

CommScope Inc., Gtd. Notes

 

8.25

 

3/1/2027

 

354,000

c 

303,997

 

Connect Finco SARL, Sr. Scd. Notes

 

6.75

 

10/1/2026

 

915,000

c 

840,176

 

Eolo SpA, Sr. Scd. Bonds

EUR

4.88

 

10/21/2028

 

187,000

c 

169,579

 

Lorca Telecom Bondco SA, Sr. Scd. Bonds

EUR

4.00

 

9/18/2027

 

450,000

c 

404,300

 

PLT VII Finance SARL, Sr. Scd. Notes

EUR

4.63

 

1/5/2026

 

360,000

c 

334,241

 

TalkTalk Telecom Group Ltd., Gtd. Notes

GBP

3.88

 

2/20/2025

 

290,000

 

301,519

 

Telecom Italia SpA, Sr. Unscd. Notes

 

5.30

 

5/30/2024

 

200,000

c 

192,762

 

ViaSat Inc., Sr. Unscd. Notes

 

5.63

 

9/15/2025

 

800,000

c 

703,806

 
 

4,359,802

 

Transportation - .4%

     

First Transit Bidco Inc., Sr. Scd. Notes

 

4.00

 

7/31/2029

 

530,000

c 

458,251

 

Utilities - 2.2%

     

Calpine Corp., Sr. Unscd. Notes

 

4.63

 

2/1/2029

 

155,000

c 

131,870

 

Calpine Corp., Sr. Unscd. Notes

 

5.00

 

2/1/2031

 

545,000

c 

456,969

 

Energia Group Ni Financeco PLC, Sr. Scd. Notes

GBP

4.75

 

9/15/2024

 

690,000

c 

733,219

 

18

 

          
 

Description

Coupon
Rate (%)

 

Maturity
Date

 

Principal
Amount ($)

a,b 

Value ($)

 

Bonds and Notes - 83.2% (continued)

     

Utilities - 2.2% (continued)

     

Energia Group ROI Holdings, Sr. Scd. Notes

GBP

4.75

 

9/15/2024

 

505,000

 

536,631

 

NRG Energy Inc., Gtd. Notes

 

3.63

 

2/15/2031

 

290,000

c 

230,709

 

Pike Corp., Gtd. Notes

 

5.50

 

9/1/2028

 

145,000

c 

120,087

 

Vistra Corp., Jr. Sub. Notes

 

7.00

 

12/15/2026

 

365,000

c,e 

337,172

 
 

2,546,657

 

Total Bonds and Notes
(cost $115,413,198)

 

98,303,962

 
         

Floating Rate Loan Interests - 58.7%

     

Advertising - 2.0%

     

ABG Intermediate Holdings 2, 2021 Refinancing Term Loan, 1 Month LIBOR +3.25%

 

5.77

 

9/29/2024

 

539,619

f 

534,155

 

Advantage Sales & Marketing, Term Loan B-1, 1 Month LIBOR +4.50%

 

6.88

 

10/28/2027

 

416,235

f 

392,389

 

CB Poly Holdings Inc., Initial Term Loan, 3 Month Term SOFR +5.50%

 

7.55

 

5/20/2029

 

283,333

f 

270,583

 

Clear Channel Outdoor Holdings, Term Loan B, 1-3 Month LIBOR +3.50%

 

6.16

 

8/21/2026

 

378,470

f 

351,504

 

Red Ventures LLC, Term Loan B-2, 1 Month LIBOR +2.50%

 

5.02

 

11/8/2024

 

125,414

f 

123,389

 

Summer BC Holdco B SARL, USD Additional Facility Term Loan B-2, 3 Month LIBOR +4.50%

 

6.75

 

12/4/2026

 

506,261

f 

492,339

 

Terrier Media Buyer Inc., 2021 Refinancing Term Loan B, 1 Month LIBOR +3.50%

 

6.02

 

12/17/2026

 

198,103

f 

192,833

 
 

2,357,192

 

Building Materials - 2.2%

     

BME Group Holding BV, Facility Term Loan B, 3 Month EURIBOR +3.50%

EUR

3.74

 

10/31/2026

 

1,000,000

f 

949,497

 

Cornerstone Building, New Term Loan B, 1 Month LIBOR +3.25%

 

5.64

 

4/12/2028

 

555,303

f 

500,328

 

LSF10 XL Bidco SCA, Facility Term Loan B-4, 3 Month EURIBOR +3.68%

EUR

3.68

 

4/9/2028

 

1,280,206

f 

1,125,011

 
 

2,574,836

 

Chemicals - 1.2%

     

Aruba Investment Holding, First Lien Initial Dollar Term Loan, 1 Month LIBOR +4.00%

 

6.44

 

11/24/2027

 

167,746

f 

161,875

 

Flexsys Holdings Inc., Initial Term Loan, 1 Month LIBOR +5.25%

 

7.77

 

11/1/2028

 

468,825

f 

426,926

 

19

 

STATEMENT OF INVESTMENTS (continued)

          
 

Description

Coupon
Rate (%)

 

 Maturity Date

 

Principal Amount ($)

a,b 

Value ($)

 

Floating Rate Loan Interests - 58.7% (continued)

     

Chemicals - 1.2% (continued)

     

LSF11 Skyscraper Holdco, USD Facility Term Loan B-3, 3 Month LIBOR +3.50%

 

5.75

 

9/30/2027

 

512,678

f 

503,068

 

Polar US Borrower LLC, Initial Term Loan, 3 Month LIBOR +4.75%

 

7.21

 

10/15/2025

 

322,562

f 

291,918

 
 

1,383,787

 

Commercial & Professional Services - 8.6%

     

Albion Acquisitions Ltd., Term Loan B, 3 Month EURIBOR +5.25%

EUR

5.38

 

7/31/2026

 

1,000,000

f 

972,555

 

American Auto Auction, First Lien Tranche Term Loan B, 3 Month Term SOFR +5.15%

 

7.20

 

12/30/2027

 

587,050

f 

548,158

 

APX Group Inc., Initial Term Loan, 1 Month LIBOR +3.25% & 3 Month PRIME +2.25%

 

6.69

 

7/9/2028

 

364,958

f 

356,546

 

AVSC Holding Corp., Term Loan B-1, 3 Month LIBOR +3.25%

 

4.86

 

3/1/2025

 

226,024

f 

209,532

 

Boels Topholding BV, Facility Term Loan B-2, 3 Month EURIBOR +3.25%

EUR

3.57

 

2/5/2027

 

1,000,000

f 

977,731

 

Cast & Crew LLC, First Lien Incremental Facility No. 2 Term Loan, 1 Month Term SOFR +3.75%

 

6.21

 

12/30/2028

 

4,305

f 

4,232

 

Cast & Crew LLC, First Lien Initial Term Loan, 1 Month LIBOR +3.50%

 

6.02

 

2/7/2026

 

264,584

f 

260,284

 

CIBT Global Inc., First Lien Term Loan, 3 Month LIBOR +1.00%

 

2.01

 

6/1/2024

 

1,021,601

f 

802,049

 

Electro Rent Corp., First Lien Initial Term Loan, 3 Month LIBOR +5.00%

 

7.73

 

1/31/2024

 

218,043

f 

215,863

 

Element Materials Technology, Delayed Draw Term Loan B, 3 Month LIBOR +1.00%

 

1.00

 

6/24/2029

 

25,277

f,i 

24,946

 

Element Materials Technology, Initial USD Term Loan B, 3 Month Term SOFR +4.25%

 

6.36

 

6/24/2029

 

54,767

f 

54,049

 

Employbridge LLC, Term Loan B, 3 Month LIBOR +4.75%

 

7.00

 

7/19/2028

 

285,709

f 

259,209

 

Indigocyan Holdco 3 Ltd., Facility Term Loan B, 12 Month SONIA +4.75%

GBP

6.44

 

12/31/2024

 

2,000,000

f 

2,228,524

 

Minerva Bidco Ltd., Term Loan B, 12 Month SONIA +4.62%

GBP

6.31

 

7/31/2025

 

1,000,000

f 

1,062,955

 

National Intergovernment, First Lien Initial Term Loan, 3 Month LIBOR +3.50%

 

5.75

 

5/23/2025

 

282,832

f 

277,972

 

20

 

          
 

Description

Coupon
Rate (%)

 

 Maturity Date

 

Principal Amount ($)

a,b 

Value ($)

 

Floating Rate Loan Interests - 58.7% (continued)

     

Commercial & Professional Services - 8.6% (continued)

     

Praesidiad Ltd., Facility Term Loan B, 3 Month EURIBOR +4.00%

EUR

4.00

 

10/4/2024

 

1,000,000

f 

856,720

 

Pre-Paid Legal Services, First Lien Initial Term Loan, 1-3 Month LIBOR +3.75%

 

6.82

 

12/15/2028

 

260,320

f 

253,976

 

RLG Holdings LLC, First Lien Closing Date Initial Term Loan, 1 Month LIBOR +4.00%

 

6.52

 

7/8/2028

 

217,134

f 

210,348

 

Team Health Holdings Inc., Extended Term Loan, 1 Month Term SOFR +5.25%

 

7.71

 

2/2/2027

 

288,546

f 

258,731

 

Vaco Holdings LLC, Initial Term Loan, 3 Month Term SOFR +5.00%

 

7.20

 

1/21/2029

 

290,332

f,i 

285,614

 
 

10,119,994

 

Consumer Discretionary - 6.8%

     

Allen Media LLC, Term Loan B, 3 Month Term SOFR +5.50%

 

7.70

 

2/10/2027

 

391,601

f 

345,441

 

AP Gaming I LLC, Term Loan B, 3 Month Term SOFR +4.00%

 

6.20

 

2/15/2029

 

391,068

f 

382,269

 

Banijay Entertainment, Facility Term Loan B, 3 Month EURIBOR +3.75%

EUR

3.75

 

3/1/2025

 

1,000,000

f 

987,479

 

Carnival Corp., 2021 Advance Incremental Term Loan B, 6 Month LIBOR +3.25%

 

6.13

 

10/18/2028

 

245,494

f 

230,151

 

Center Parcs Europe N.V., Facility Term Loan B-1, 3 Month EURIBOR +2.00%

EUR

2.00

 

9/23/2022

 

1,074,817

f 

1,080,137

 

Center Parcs Europe N.V., Facility Term Loan B-2, 3 Month EURIBOR +2.00%

EUR

2.00

 

9/23/2022

 

620,440

f 

623,511

 

Great Canadian Gaming Co., Term Loan B, 3 Month LIBOR +4.00%

 

6.10

 

11/1/2026

 

351,277

f 

345,129

 

Scientific Games Holdings, Term Loan B-2, 3 Month Term SOFR +3.50%

 

5.61

 

4/4/2029

 

762,903

f 

736,945

 

Silk Bidco AS, Facility Term Loan C, 6 Month EURIBOR +8.00%

EUR

8.27

 

6/16/2023

 

1,000,000

f 

936,277

 

Stage Entertainment BV, Facility Term Loan B-2, 3 Month EURIBOR +3.25%

EUR

3.55

 

5/2/2026

 

1,000,000

f 

905,711

 

Tecta America Corp., First Lien Initial Term Loan, 1 Month LIBOR +4.25%

 

6.77

 

4/9/2028

 

1,147,918

f 

1,114,439

 

21

 

STATEMENT OF INVESTMENTS (continued)

          
 

Description

Coupon
Rate (%)

 

 Maturity Date

 

Principal Amount ($)

a,b 

Value ($)

 

Floating Rate Loan Interests - 58.7% (continued)

     

Consumer Discretionary - 6.8% (continued)

     

Varsity Brands Holding, First Lien Initial Term Loan, 1 Month LIBOR +3.50%

 

6.02

 

12/15/2024

 

346,458

f 

337,037

 
 

8,024,526

 

Consumer Staples - .6%

     

Kronos Acquisition Holdings, Tranche Term Loan B-1, 3 Month LIBOR +3.75%

 

6.82

 

12/22/2026

 

763,282

f 

738,857

 

Diversified Financials - .9%

     

BHN Merger Sub Inc., First Lien Term Loan, 3 Month Term SOFR +3.00%

 

5.05

 

6/15/2025

 

290,836

f 

280,475

 

Russell Investments US, New 2025 Term Loan, 6 Month LIBOR +3.50%

 

5.00

 

5/30/2025

 

431,075

f 

409,388

 

Tegra118 Wealth Solutions, Initial Term Loan, 3 Month LIBOR +4.00%

 

6.96

 

2/18/2027

 

362,600

f 

350,815

 
 

1,040,678

 

Electronic Components - .8%

     

ADB Safegate BVBA, Facility Term Loan B, 3 Month EURIBOR +3.50%

EUR

3.50

 

10/2/2024

 

1,000,000

f 

898,174

 

Energy - 1.3%

     

Freeport LNG Investments, Initial Term Loan B, 3 Month LIBOR +3.50%

 

6.21

 

12/21/2028

 

623,643

f 

600,344

 

GIP III Stetson I LP, Initial Term Loan, 1 Month LIBOR +4.25%

 

6.77

 

7/18/2025

 

559,615

f 

538,165

 

WaterBridge Midstream Operating, Initial Term Loan, 6 Month LIBOR +5.75%

 

9.13

 

6/21/2026

 

465,832

f 

458,677

 
 

1,597,186

 

Environmental Control - 1.2%

     

Northstar Group Services, Term Loan B, 1 Month LIBOR +5.50%

 

8.02

 

11/12/2026

 

370,209

f 

363,731

 

Packers Holdings LLC, Initial Term Loan, 1 Month LIBOR +3.25%

 

5.63

 

3/9/2028

 

220,356

f 

209,448

 

Waterlogic USA Holdings, Facility Term Loan B-2, 1 Month LIBOR +4.75%

 

7.27

 

8/12/2028

 

861,441

f 

852,826

 
 

1,426,005

 

Food Products - .9%

     

Sovos Brands Intermediate, First Lien Initial Term Loan, 1 Month LIBOR +3.50%

 

6.02

 

6/8/2028

 

230,856

f 

223,699

 

22

 

          
 

Description

Coupon
Rate (%)

 

 Maturity Date

 

Principal Amount ($)

a,b 

Value ($)

 

Floating Rate Loan Interests - 58.7% (continued)

     

Food Products - .9% (continued)

     

ZF Invest SAS, Term Loan B, 3 Month EURIBOR +3.93%

EUR

3.93

 

7/12/2028

 

1,000,000

f 

842,148

 
 

1,065,847

 

Food Service - .2%

     

TKC Holdings Inc., Term Loan, 6 Month LIBOR +5.50%

 

7.00

 

5/14/2028

 

284,890

f 

256,535

 

Health Care - 7.9%

     

Aenova Holding GmbH, Facility Term Loan B-2, 6 Month EURIBOR +4.50%

EUR

5.03

 

3/31/2026

 

1,000,000

f 

880,407

 

Air Methods Corp., Initial Term Loan, 3 Month LIBOR +3.50%

 

5.75

 

4/21/2024

 

592,097

f 

507,353

 

Albany Molecular Research, Term Loan, 1-3 Month LIBOR +3.75%

 

6.41

 

8/30/2026

 

482,469

f 

466,555

 

Auris Luxembourg III SA, Facility Term Loan B-1, 3 Month EURIBOR +4.00%

EUR

4.00

 

2/21/2026

 

1,000,000

f 

961,988

 

Baart Programs Inc., Delayed Draw Term Loan, 1-3 Month LIBOR +3.00%

 

4.25

 

6/11/2027

 

486,527

f,i 

469,498

 

Baart Programs Inc., Term Loan, 1 Month LIBOR +5.00%

 

7.49

 

6/11/2027

 

532,219

f 

513,591

 

Financiere Mendel SASU, Term Loan, 6 Month EURIBOR +4.25%

EUR

4.25

 

4/12/2026

 

1,000,000

f 

988,132

 

Financiere Verdi I SASU, Facility Term Loan B, 12 Month SONIA +4.50%

GBP

6.19

 

4/15/2028

 

1,000,000

f 

1,034,494

 

Gainwell Acquisition Corp., Term Loan B, 3 Month LIBOR +4.00%

 

6.25

 

10/1/2027

 

564,156

f 

552,876

 

Global Medical Response, 2017-2 New Term Loan, 1 Month LIBOR +4.25%

 

6.77

 

3/14/2025

 

286,765

f 

264,123

 

Global Medical Response, 2020 Term Loan, 1 Month LIBOR +4.25%

 

6.62

 

10/2/2025

 

236,400

f 

217,414

 

MED ParentCo LP, First Lien Initial Term Loan, 1 Month LIBOR +4.25%

 

6.77

 

8/31/2026

 

674,018

f 

602,829

 

Pathway Vet Alliance LLC, 2021 Replacement Term Loan, 3 Month LIBOR +3.75%

 

6.00

 

3/31/2027

 

226,904

f 

214,765

 

Pluto Acquisition I Inc., 2021 First Lien Term Loan, 3 Month LIBOR +4.00%

 

6.08

 

6/20/2026

 

120,135

f 

104,517

 

Resonetics LLC, First Lien Initial Term Loan, 3 Month LIBOR +4.00%

 

6.37

 

4/28/2028

 

336,690

f 

325,327

 

23

 

STATEMENT OF INVESTMENTS (continued)

          
 

Description

Coupon
Rate (%)

 

 Maturity Date

 

Principal Amount ($)

a,b 

Value ($)

 

Floating Rate Loan Interests - 58.7% (continued)

     

Health Care - 7.9% (continued)

     

Sharp Midco LLC, First Lien Initial Term Loan, 3 Month LIBOR +4.00%

 

6.25

 

1/20/2029

 

228,905

f 

222,610

 

Surgery Center Holdings Inc., 2021 New Term Loan, 1 Month LIBOR +3.75%

 

6.14

 

8/31/2026

 

592,911

f 

577,136

 

WCG Purchaser Corp., First Lien Initial Term Loan, 1-3 Month LIBOR +4.00%

 

6.39

 

1/8/2027

 

482,200

f 

472,356

 
 

9,375,971

 

Industrial - 1.7%

     

Osmose Utilities Services, First Lien Initial Term Loan, 3 Month LIBOR +3.25%

 

5.77

 

6/22/2028

 

316,643

f 

302,959

 

Pro Mach Group Inc., Initial Term Loan, 1 Month LIBOR +4.00%

 

6.45

 

8/31/2028

 

263,491

f 

258,314

 

Qualtek USA LLC, Tranche Term Loan B, 3 Month LIBOR +6.25%

 

9.06

 

7/18/2025

 

295,835

f 

229,920

 

SPX FLOW Inc., Term Loan, 1 Month Term SOFR +4.60%

 

7.06

 

4/5/2029

 

350,492

f 

333,405

 

Titan Acquisition Ltd., Initial Term Loan, 6 Month LIBOR +3.00%

 

5.88

 

3/28/2025

 

583,247

f 

556,354

 

VAC Germany Holding GmbH, Term Loan B, 3 Month LIBOR +4.00%

 

6.25

 

3/8/2025

 

335,368

f 

309,236

 
 

1,990,188

 

Information Technology - 7.7%

     

Ascend Learning LLC, Initial Term Loan, 1 Month LIBOR +3.50%

 

6.02

 

12/10/2028

 

196,705

f 

188,148

 

Boxer Parent Inc., 2021 Replacement Dollar Term Loan, 1 Month LIBOR +3.75%

 

6.27

 

10/2/2025

 

490,822

f 

475,035

 

Camelia Bidco Ltd., Facility Term Loan B-1, 3 Month GBPLIBOR +4.77%

GBP

5.98

 

10/5/2024

 

2,000,000

f 

2,201,433

 

CT Technologies, 2021 Reprice Term Loan, 1 Month LIBOR +4.25%

 

6.77

 

12/16/2025

 

242,762

f 

231,459

 

DCert Buyer Inc., First Lien Initial Term Loan, 3 Month LIBOR +4.00%

 

6.90

 

10/16/2026

 

275,210

f 

268,598

 

DCert Buyer Inc., Second Lien Initial Term Loan, 3 Month LIBOR +7.00%

 

9.90

 

2/16/2029

 

300,000

f 

286,725

 

DTI Holdco Inc., Initial Term Loan, 3 Month Term SOFR +4.75%

 

7.33

 

4/26/2029

 

430,000

f 

412,456

 

24

 

          
 

Description

Coupon
Rate (%)

 

 Maturity Date

 

Principal Amount ($)

a,b 

Value ($)

 

Floating Rate Loan Interests - 58.7% (continued)

     

Information Technology - 7.7% (continued)

     

EP Purchaser LLC, Closing Date Term Loan, 3 Month LIBOR +3.50%

 

5.75

 

11/4/2028

 

448,875

f 

442,142

 

Finthrive Software Intermediate, Term Loan, 1 Month LIBOR +4.00%

 

6.49

 

12/17/2028

 

336,448

f 

325,513

 

Fintrax International Holdings, Facility New Term Loan B-1, 6 Month EURIBOR +5.25%

EUR

5.25

 

5/27/2026

 

598,086

f 

596,539

 

Fintrax International Holdings, New Facility Term Loan B-2, 6 Month EURIBOR +5.25%

EUR

5.25

 

5/27/2026

 

20,096

f 

20,044

 

Fintrax International Holdings, New Facility Term Loan B-3, 6 Month EURIBOR +5.25%

EUR

5.25

 

5/27/2026

 

231,100

f 

230,503

 

Fintrax International Holdings, New Facility Term Loan B-4, 6 Month EURIBOR +5.25%

EUR

5.25

 

5/27/2026

 

150,718

f 

150,328

 

Genesys Cloud Services, Initial Euro Term Loan B-4, 1 Month EURIBOR +4.25%

EUR

4.96

 

12/1/2027

 

997,468

f 

987,184

 

Ivanti Software Inc., First Lien Term Loan B, 3 Month LIBOR +4.25%

 

5.85

 

12/1/2027

 

274,418

f 

236,042

 

Mitchell International, Second Lien Initial Term Loan, 3 Month LIBOR +6.50%

 

9.57

 

10/15/2029

 

158,974

f 

150,099

 

Mitnick Corporate Purchaser, Initial Term Loan, 3 Month Term SOFR +4.75%

 

7.39

 

5/2/2029

 

430,000

f 

420,596

 

Polaris Newco LLC, Sterling Term Loan, 1 Month SONIA +5.25%

GBP

6.94

 

6/4/2028

 

992,500

f 

1,065,072

 

TIBCO Software Inc., Term Loan B-3, 1 Month LIBOR +3.75%

 

6.28

 

7/3/2026

 

275,742

f 

274,949

 

UKG Inc., First Lien Initial Term Loan, 1 Month LIBOR +3.75%

 

6.27

 

5/3/2026

 

201,407

f 

196,599

 
 

9,159,464

 

Insurance - 2.5%

     

Alliant Holdings Intermediate, 2021-2 New Term Loan, 1 Month LIBOR +3.50%

 

5.88

 

11/12/2027

 

396,330

f 

386,521

 

Asurion LLC, New Term Loan B-4, 1 Month LIBOR +5.25%

 

7.77

 

1/15/2029

 

414,791

f 

356,202

 

Asurion LLC, Second Lien Term Loan B-3, 1 Month LIBOR +5.25%

 

7.77

 

2/3/2028

 

1,068,450

f 

923,317

 

Mayfield Agency Borrower, First Lien Term Loan B, 1 Month LIBOR +4.50%

 

7.02

 

2/28/2025

 

767,967

f 

744,329

 

25

 

STATEMENT OF INVESTMENTS (continued)

          
 

Description

Coupon
Rate (%)

 

 Maturity Date

 

Principal Amount ($)

a,b 

Value ($)

 

Floating Rate Loan Interests - 58.7% (continued)

     

Insurance - 2.5% (continued)

     

Sedgwick Claims Management Services Inc., 2019 New Term Loan, 1 Month LIBOR +3.75%

 

6.27

 

9/3/2026

 

220,399

f 

217,506

 

Sedgwick Claims Management Services Inc., 2020 Term Loan, 1 Month LIBOR +4.25%

 

6.77

 

9/3/2026

 

9,025

f 

8,927

 

Sedgwick CMS Inc., Term Loan, 1 Month LIBOR +3.25%

 

5.77

 

12/31/2025

 

287,782

f 

282,386

 
 

2,919,188

 

Internet Software & Services - 1.8%

     

Endure Digital Inc., Initial Term Loan, 1 Month LIBOR +3.50%

 

5.87

 

2/10/2028

 

653,400

f 

615,016

 

ION Trading Finance Ltd., Initial Dollar Term Loan, 3 Month LIBOR +4.75%

 

7.00

 

4/1/2028

 

217,800

f 

212,536

 

Proofpoint Inc., Initial Term Loan, 3 Month LIBOR +3.25%

 

6.32

 

8/31/2028

 

435,442

f 

420,310

 

Weddingwire Inc., Amendment No. 3 Term Loan, 1 Month Term SOFR +4.50%

 

7.06

 

12/21/2025

 

867,027

f 

860,528

 
 

2,108,390

 

Materials - 2.5%

     

Berlin Packaging LLC, Tranche Term Loan B-5, 1-3 Month LIBOR +3.75%

 

6.07

 

3/11/2028

 

290,447

f 

281,423

 

Charter Nex US Inc., 2021 Refinancing Term Loan, 3 Month LIBOR +3.75%

 

6.56

 

12/1/2027

 

117,378

f 

114,328

 

Clydesdale Acquisition, Term Loan B, 1 Month Term SOFR +4.18%

 

6.73

 

4/13/2029

 

425,521

f 

411,851

 

Grinding Media Inc., First Lien Initial Term Loan, 3 Month LIBOR +4.00%

 

4.80

 

10/12/2028

 

431,800

f 

416,687

 

MAR Bidco SARL, USD Facility Term Loan B, 3 Month LIBOR +4.05%

 

6.30

 

6/28/2028

 

180,357

f 

170,663

 

Mauser Packaging Solutions, Initial Term Loan, 1 Month LIBOR +3.25%

 

5.62

 

4/3/2024

 

376,270

f 

369,080

 

Pretium PKG Holdings Inc., First Lien Initial Term Loan, 1-3 Month LIBOR +4.00%

 

6.31

 

10/1/2028

 

221,881

f 

209,678

 

Proampac PG Borrower LLC, 2020-1 Term Loan, 1-3 Month LIBOR +3.75%

 

6.47

 

11/3/2025

 

424,707

f 

414,620

 

Tecostar Holdings Inc., 2017 First Lien Term Loan, 3 Month LIBOR +3.50%

 

5.79

 

5/1/2024

 

360,694

f 

333,642

 

26

 

          
 

Description

Coupon
Rate (%)

 

 Maturity Date

 

Principal Amount ($)

a,b 

Value ($)

 

Floating Rate Loan Interests - 58.7% (continued)

     

Materials - 2.5% (continued)

     

Valcour Packaging LLC, Second Lien Initial Term Loan, 3 Month LIBOR +7.00%

 

8.47

 

9/30/2029

 

350,000

f 

301,000

 
 

3,022,972

 

Media - 1.8%

     

CSC Holdings LLC, 2017 Refinancing Term Loan, 1 Month LIBOR +2.25%

 

4.64

 

7/17/2025

 

583,938

f 

568,248

 

DIRECTV Financing LLC, Closing Date Term Loan, 1 Month LIBOR +5.00%

 

7.52

 

8/2/2027

 

910,261

f 

873,396

 

Sinclair Television Group, Term Loan B-2, 1 Month LIBOR +2.50%

 

5.03

 

9/30/2026

 

316,177

f 

304,849

 

Sinclair Television Group, Term Loan B4, 1 Month Term SOFR +3.75%

 

6.31

 

4/13/2029

 

385,075

f 

369,190

 
 

2,115,683

 

Retailing - 1.0%

     

Great Outdoors Group LLC, Term Loan B-2, 1 Month LIBOR +3.75%

 

6.27

 

3/5/2028

 

462,151

f 

449,095

 

New Look Corporate Limited Shareholder Loan, Term Loan, 6 Month GBPLIBOR +0.00%

GBP

0.00

 

11/9/2029

 

24,012

f,j 

5,579

 

Staples Inc., 2019 Refinancing New Term Loan B-1, 3 Month LIBOR +5.00%

 

7.78

 

4/12/2026

 

237,519

f 

210,415

 

Woof Holdings Inc., First Lien Initial Term Loan, 3 Month LIBOR +3.75%

 

5.81

 

12/21/2027

 

553,759

f 

539,915

 
 

1,205,004

 

Semiconductors & Semiconductor Equipment - .7%

     

Natel Engineering Inc., Initial Term Loan, 3-6 Month LIBOR +6.25%

 

7.83

 

4/30/2026

 

492,061

f 

460,077

 

Ultra Clean Holdings Inc., Second Amendment Term Loan B, 1 Month LIBOR +3.75%

 

6.27

 

8/27/2025

 

323,045

f 

319,613

 
 

779,690

 

Technology Hardware & Equipment - 2.5%

     

Access CIG LLC, First Lien Term Loan B, 3 Month LIBOR +3.75%

 

6.82

 

2/27/2025

 

219,224

f 

213,743

 

Atlas CC Acquisition Corp., First Lien Term Loan B, 3 Month LIBOR +4.25%

 

7.32

 

5/25/2028

 

473,926

f 

449,440

 

Atlas CC Acquisition Corp., First Lien Term Loan C, 3 Month LIBOR +4.25%

 

7.32

 

5/25/2028

 

96,392

f 

91,412

 

27

 

STATEMENT OF INVESTMENTS (continued)

          
 

Description

Coupon
Rate (%)

 

 Maturity Date

 

Principal Amount ($)

a,b 

Value ($)

 

Floating Rate Loan Interests - 58.7% (continued)

     

Technology Hardware & Equipment - 2.5% (continued)

     

Marnix SAS, Facility Term Loan B, 3 Month EURIBOR +3.00%

EUR

3.05

 

11/19/2026

 

1,000,000

f 

956,516

 

Mcafee Corp., Tranche Term Loan B-1, 1 Month Term SOFR +3.75%

 

6.16

 

3/1/2029

 

681,270

f 

648,484

 

Surf Holdings LLC, Senior Secured First Lien Dollar Tranche Term Loan, 3 Month LIBOR +3.50%

 

5.17

 

3/5/2027

 

228,792

f 

223,822

 

VeriFone Systems Inc., First Lien Initial Term Loan, 3 Month LIBOR +4.00%

 

7.00

 

8/20/2025

 

380,394

f 

353,291

 
 

2,936,708

 

Telecommunication Services - 1.3%

     

CCI Buyer Inc., First Lien Initial Term Loan, 3 Month Term SOFR +4.00%

 

6.05

 

12/17/2027

 

1,061,683

f 

1,023,861

 

Connect Finco SARL, Amendment No. 1 Refinancing Term Loan, 1 Month LIBOR +3.50%

 

6.03

 

12/12/2026

 

370,320

f 

360,368

 

Crown Subsea Communications, Initial Term Loan, 1 Month LIBOR +4.75%

 

7.12

 

4/27/2027

 

220,757

f 

216,342

 
 

1,600,571

 

Transportation - .3%

     

OLA Netherlands BV, Term Loan, 1 Month Term SOFR +6.25%

 

8.66

 

12/3/2026

 

221,979

f 

213,238

 

Worldwide Express Inc., First Lien Initial Term Loan, 3 Month LIBOR +4.00%

 

6.25

 

7/26/2028

 

132,414

f 

126,808

 
 

340,046

 

Utilities - .3%

     

Eastern Power LLC, Term Loan B, 3 Month LIBOR +3.75%

 

6.00

 

10/2/2025

 

439,898

f 

377,384

 

Total Floating Rate Loan Interests
(cost $75,512,456)

 

69,414,876

 
     

Sharesb

 

  

Common Stocks - .1%

     

Information Technology - .1%

     

Skillsoft Corp.

     

17,443

k 

56,166

 

Media - .0%

     

Altice USA Inc., Cl. A

     

2,000

k 

20,000

 

Retailing - .0%

     

New Look, Cl. B

     

324,001

j,k 

0

 

Total Common Stocks
(cost $223,725)

 

76,166

 

28

 

          
 

Description

    

Sharesb

 

Value ($)

 

Exchange-Traded Funds - .2%

     

Registered Investment Companies - .2%

     

iShares iBoxx High Yield Corporate Bond ETF

     

1,529

 

113,956

 

SPDR Bloomberg High Yield Bond ETF

     

1,308

 

120,192

 

Total Exchange-Traded Funds
(cost $247,132)

 

234,148

 
 

1-Day
Yield (%)

    

 

  

Investment Companies - 6.4%

     

Registered Investment Companies - 6.4%

     

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares
(cost $7,602,310)

 

2.34

   

7,602,310

l 

7,602,310

 

Total Investments (cost $198,998,821)

 

148.6%

175,631,462

 

Liabilities, Less Cash and Receivables

 

(48.6%)

(57,479,617)

 

Net Assets

 

100.0%

118,151,845

 

ETF—Exchange-Traded Fund

EURIBOR—Euro Interbank Offered Rate

LIBOR—London Interbank Offered Rate

PRIME—Prime Lending Rate

REIT—Real Estate Investment Trust

SONIA—Sterling Overnight Index Average

TSFR—Term SOFR (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, 2022, these securities were valued at $89,172,883 or 75.47% of net assets.

d Payment-in-kind security and interest may be paid in additional par.

e Security is a perpetual bond with no specified maturity date. Maturity date shown is next reset date of the bond.

f 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.

g Security purchased on a when-issued or delayed basis for which the fund has not taken delivery as of August 31, 2022.

h Collateralized Loan Obligations equity positions are entitled to recurring distributions which are generally equal to the remaining cash flow of payments made by underlying securities less contractual payments to debt holders and fund expenses. The effective yield is estimated based upon the current projection of the amount and timing of these recurring distributions in addition to the estimated amount of terminal principal payment. The estimated yield and investment cost may ultimately not be realized.

i Investment, or portion of investment, represents an unfunded floating note loan interest outstanding.

j The fund held Level 3 securities at August 31, 2022. These securities were valued at $5,579 or .0% of net assets.

k Non-income producing security.

l Investment in affiliated issuer. The investment objective of this investment company is publicly available and can be found within the investment company’s prospectus.

29

 

STATEMENT OF INVESTMENTS (continued)

  

Portfolio Summary (Unaudited)

Value (%)

Collateralized Loan Obligations

28.2

Consumer, Non-cyclical

26.7

Consumer, Cyclical

20.3

Communications

19.3

Industrial

16.3

Technology

11.7

Financial

9.0

Investment Companies

6.6

Energy

4.7

Basic Materials

3.3

Utilities

2.5

 

148.6

 Based on net assets.

See notes to financial statements.

       

Affiliated Issuers

   

Description

Value ($) 8/31/2021

Purchases ($)

Sales ($)

Value ($) 8/31/2022

Dividends/
Distributions ($)

 

Registered Investment Companies - 6.4%

  

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares - 6.4%

332,977

88,415,352

(81,146,019)

7,602,310

38,984

 

 Includes reinvested dividends/distributions.

See notes to financial statements.

30

 

      

Forward Foreign Currency Exchange Contracts

 

Counterparty/ Purchased
Currency

Purchased Currency
Amounts

Currency
Sold

Sold
Currency
Amounts

Settlement Date

Unrealized Appreciation (Depreciation) ($)

Barclays Capital

United States Dollar

13,588,505

Euro

13,525,000

9/30/2022

(31,102)

Citigroup

United States Dollar

28,699,934

Euro

28,485,000

9/23/2022

29,446

United States Dollar

8,012,005

British Pound

6,770,000

9/23/2022

143,789

United States Dollar

999,210

Euro

1,000,000

9/23/2022

(7,302)

United States Dollar

4,712,910

British Pound

4,020,000

9/30/2022

40,142

Gross Unrealized Appreciation

  

213,377

Gross Unrealized Depreciation

  

(38,404)

See notes to financial statements.

31

 

STATEMENT OF ASSETS AND LIABILITIES
August 31, 2022

       

 

 

 

 

 

 

 

 

 

 

Cost

 

Value

 

Assets ($):

 

 

 

 

Investments in securities—See Statement of Investments

 

 

 

Unaffiliated issuers

191,396,511

 

168,029,152

 

Affiliated issuers

 

7,602,310

 

7,602,310

 

Cash

 

 

 

 

161,648

 

Cash denominated in foreign currency

 

 

3,168,174

 

3,177,221

 

Dividends and interest receivable

 

2,180,037

 

Receivable for investment securities sold

 

1,997,895

 

Unrealized appreciation on forward foreign
currency exchange contracts—Note 4

 

213,377

 

Prepaid expenses

 

 

 

 

14,256

 

 

 

 

 

 

183,375,896

 

Liabilities ($):

 

 

 

 

Due to BNY Mellon Investment Adviser, Inc. and affiliates—Note 3(b)

 

237,323

 

Loan payable ($54,000,000 face amount, respectively, report
net of unamortized debt issuance cost of $32,465)—Note 2

 

53,967,535

 

Payable for investment securities purchased

 

10,130,495

 

Distributions payable

 

750,036

 

Unrealized depreciation on forward foreign
currency exchange contracts—Note 4

 

38,404

 

Interest and loan fees payable—Note 2

 

6,101

 

Directors’ fees and expenses payable

 

2,726

 

Other accrued expenses

 

 

 

 

91,431

 

 

 

 

 

 

65,224,051

 

Net Assets ($)

 

 

118,151,845

 

Composition of Net Assets ($):

 

 

 

 

Paid-in capital

 

 

 

 

146,978,796

 

Total distributable earnings (loss)

 

 

 

 

(28,826,951)

 

Net Assets ($)

 

 

118,151,845

 

     

Shares Outstanding

 

 

(100 million shares of $.001 par value Common Stock authorized)

15,000,727

 

Net Asset Value Per Share ($)

 

7.88

 

 

 

 

 

 

See notes to financial statements.

 

 

  

 

32

 

STATEMENT OF OPERATIONS
Year Ended August 31, 2022

       

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Income ($):

 

 

 

 

Income:

 

 

 

 

Interest (net of $13,107 foreign taxes withheld at source)

 

 

11,937,699

 

Dividends:

 

Unaffiliated issuers

 

 

20,825

 

Affiliated issuers

 

 

38,984

 

Total Income

 

 

11,997,508

 

Expenses:

 

 

 

 

Management fee—Note 3(a)

 

 

1,604,755

 

Interest expense and loan fees—Note 2

 

 

1,469,031

 

Custodian fees—Note 3(b)

 

 

283,243

 

Professional fees

 

 

173,537

 

Directors’ fees and expenses—Note 3(c)

 

 

37,310

 

Registration fees

 

 

21,822

 

Shareholders’ reports

 

 

20,529

 

Shareholder servicing costs

 

 

14,297

 

Chief Compliance Officer fees—Note 3(b)

 

 

10,301

 

Miscellaneous

 

 

142,338

 

Total Expenses

 

 

3,777,163

 

Net Investment Income

 

 

8,220,345

 

Realized and Unrealized Gain (Loss) on Investments—Note 4 ($):

 

 

Net realized gain (loss) on investments and foreign currency transactions

(6,444,758)

 

Net realized gain (loss) on forward foreign currency exchange contracts

10,837,787

 

Net Realized Gain (Loss)

 

 

4,393,029

 

Net change in unrealized appreciation (depreciation) on investments
and foreign currency transactions

(27,058,179)

 

Net change in unrealized appreciation (depreciation) on
forward foreign currency exchange contracts

453,663

 

Net Change in Unrealized Appreciation (Depreciation)

 

 

(26,604,516)

 

Net Realized and Unrealized Gain (Loss) on Investments

 

 

(22,211,487)

 

Net (Decrease) in Net Assets Resulting from Operations

 

(13,991,142)

 

 

 

 

 

 

 

 

See notes to financial statements.

     

33

 

STATEMENT OF CASH FLOWS
Year Ended August 31, 2022

       

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Operating Activities ($):

 

 

 

 

 

Purchases of portfolio securities

 

(121,225,857)

 

 

 

Proceeds from sales of portfolio securities

111,204,273

 

 

 

Net purchase (sales) of short-term securities

(8,433,346)

 

 

 

Dividends and interest income received

 

11,781,661

 

 

 

Interest and loan fees paid

 

(1,315,671)

 

 

 

Expenses paid to BNY Mellon Investment
Adviser, Inc. and affiliates

 

(1,872,043)

 

 

 

Operating expenses paid

 

(495,758)

 

 

 

Net realized gain (loss) from forward foreign currency

 

 

 

 

 

 

exchange contracts transactions

 

10,837,787

 

 

 

Net Cash Provided (or Used) in Operating Activities

 

 

 

481,046

 

Cash Flows from Financing Activities ($):

 

 

 

 

 

Dividends paid to Common Shareholders

 

(8,801,591)

 

 

 

Decrease in loan outstanding

 

(4,000,000)

 

 

 

Net Cash Provided (or Used) in Financing Activities

 

(12,801,591)

 

Effect of Foreign Exchange Rate Changes on Cash

 

(37,289)

 

Net Increase (Decrease) in Cash

 

(12,357,834)

 

Cash and cash denominated in foreign currency at beginning of period

 

15,696,703

 

Cash and Cash Denominated in Foreign Currency at End of Period

 

3,338,869

 

Reconciliation of Net Increase (Decrease) in Net Assets

 

 

 

 

Resulting from Operations to Net Cash Provided

 

 

 

 

by Operating Activities ($):

 

 

 

Net (Decrease) in Net Assets Resulting From Operations

 

(13,991,142)

 

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

 

(5,494,178)

 

Increase in dividends and interest receivable

 

(215,847)

 

Decrease in receivable for investment securities sold

 

1,658,901

 

Decrease in prepaid expenses

 

13,173

 

Increase in Due to BNY Mellon Investment Adviser, Inc. and affiliates

 

26,256

 

Decrease in payable for investment securities purchased

 

(8,174,895)

 

Increase in interest and loan fees payable

 

3,360

 

Decrease in unamortized debt issuance cost

 

150,000

 

Increase in Directors' fees and expenses payable

 

201

 

Decrease in other accrued expenses

 

(99,299)

 

Net change in unrealized (appreciation) depreciation on investments

 

26,604,516

 

Net Cash Provided (or Used) in Operating Activities

 

481,046

 

Supplemental Disclosure Cash Flow Information ($):

 

 

 

Non-cash financing activities:

 

 

 

Reinvestment of dividends

 

194,987

 

 

 

 

 

 

 

 

See notes to financial statements.

     

34

 

STATEMENT OF CHANGES IN NET ASSETS

          

 

 

 

 

Year Ended August 31,

 

 

 

 

2022

 

2021

 

Operations ($):

 

 

 

 

 

 

 

 

Net investment income

 

 

8,220,345

 

 

 

9,415,721

 

Net realized gain (loss) on investments

 

4,393,029

 

 

 

3,470,133

 

Net change in unrealized appreciation
(depreciation) on investments

 

(26,604,516)

 

 

 

8,139,621

 

Net Increase (Decrease) in Net Assets
Resulting from Operations

(13,991,142)

 

 

 

21,025,475

 

Distributions ($):

 

Distributions to shareholders

 

 

(8,997,622)

 

 

 

(8,980,401)

 

Capital Stock Transactions ($):

 

Distributions reinvested

 

 

194,987

 

 

 

156,681

 

Increase (Decrease) in Net Assets
from Capital Stock Transactions

194,987

 

 

 

156,681

 

Total Increase (Decrease) in Net Assets

(22,793,777)

 

 

 

12,201,755

 

Net Assets ($):

 

Beginning of Period

 

 

140,945,622

 

 

 

128,743,867

 

End of Period

 

 

118,151,845

 

 

 

140,945,622

 

Capital Share Transactions (Shares):

 

Shares issued for distributions reinvested

 

 

20,879

 

 

 

16,715

 

Net Increase (Decrease) in Shares Outstanding

20,879

 

 

 

16,715

 

 

 

 

 

 

 

 

 

 

 

See notes to financial statements.

        

35

 

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. These figures have been derived from the fund’s financial statements and market price data for the fund’s shares.

         
  
 

Year Ended August 31,

    

2022

2021

2020

2019

2018a

Per Share Data ($):

        

Net asset value,
beginning of period

   

9.41

8.60

9.20

9.65

9.84b

Investment Operations:

        

Net investment incomec

   

.55

.63

.63

.69

.56

Net realized and unrealized
gain (loss) on investments

   

(1.48)

.78

(.60)

(.49)

(.24)

Total from Investment Operations

   

(.93)

1.41

.03

.20

.32

Distributions:

        

Dividends from net investment income

   

(.60)

(.60)

(.63)

(.58)

(.49)

Dividends from net realized
gain on investments

   

-

-

-

(.07)

-

Total Distributions

   

(.60)

(.60)

(.63)

(.65)

(.49)

Offering costs charged to paid-in capital

   

-

-

-

-

(.02)

Net asset value, end of period

   

7.88

9.41

8.60

9.20

9.65

Market value, end of period

   

7.48

9.58

8.12

9.29

9.17

Market Price Total Return (%)

   

(16.17)

26.24

(5.61)

9.08

(3.57)d

Ratios/Supplemental Data (%)

        

Ratio of total expenses
to average net assets

   

2.87

2.42

2.69e

3.00

2.73f

Ratio of net expenses
to average net assets

   

2.87

2.42

2.69e

2.99

2.73f

Ratio of interest expense and loan fees
to average net assets

   

1.12

.76

1.05e

1.52

1.15f

Ratio of net investment income
to average net assets

   

6.24

6.87

7.37e

7.43

6.92f

Portfolio Turnover Rate

   

60.09

85.31

85.90

54.94

67.71d

Net Assets, end of period ($ x 1,000)

   

118,152

140,946

128,744

137,587

144,411

Average borrowings outstanding ($ x 1,000)

   

57,134

55,386

55,279

60,000

56,177

Weighted average number of fund shares outstanding ($ x 1,000)

   

14,997

14,968

14,963

14,961

14,866

Average amount of debt per share ($)

   

3.81

3.70

3.69

4.01

3.78

a From October 27, 2017 (commencement of operations) to August 31, 2018.

b Reflects a deduction of $.16 per share sales load from the initial offering price of $10.00 per share.

c Based on average shares outstanding.

d Not annualized.

e 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.

f Annualized.

See notes to financial statements.

36

 

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 Stock (the public offering price per Common Stock after deducting a sales load of $0.165 per Common Stock but before deducting offering costs of $0.02 per Common Stock) to holders of record of Common Shares on or about December 1, 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.

BNY Mellon Investment Adviser, Inc. (the “Adviser”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser. Alcentra NY, LLC (the “Sub-Adviser”), a wholly-owned subsidiary of BNY Mellon and affiliate of the Adviser, serves as the fund’s sub-adviser. See Note—5. The fund’s Common Stock trades 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.

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.

37

 

NOTES TO FINANCIAL STATEMENTS (continued)

(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:

On August 4, 2022 the fund’s Board of Directors (the “Board”) approved, effective September 8, 2022, 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 adopted all other updates pursuant to Rule 2A-5.

Investments in debt securities and floating rate loan interests, excluding short-term investments (other than U.S. Treasury Bills), and forward 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

38

 

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 Depository 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: 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

39

 

NOTES TO FINANCIAL STATEMENTS (continued)

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, 2022 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

-

33,271,057

 

-

33,271,057

 

Corporate Bonds

-

65,032,905

 

-

65,032,905

 

Equity Securities - Common Stocks

76,166

-

 

-

76,166

 

Exchange-Traded Funds

234,148

-

 

-

234,148

 

Floating Rate Loan Interests

-

69,409,297

 

5,579

69,414,876

 

Investment Companies

7,602,310

-

 

-

7,602,310

 

Other Financial Instruments:

  

Forward Foreign Currency Exchange Contracts††

-

213,377

 

-

213,377

 

Liabilities ($)

  

Other Financial Instruments:

  

Forward Foreign Currency Exchange Contracts††

-

(38,404)

 

-

(38,404)

 

 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.

40

 

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 8/31/2021††

2,638,121

Net realized gain (loss)

998

Change in unrealized appreciation (depreciation)

(475,559)

Purchases/Issuances

816,850

Sales/Dispositions

(208,228)

Transfers into Level 3

-

Transfers out of Level 3

(2,766,603)

Balance as of 8/31/2022††

5,579

The amount of total net gains (loss) for the period included in earnings attributable to the change in unrealized appreciation (depreciation) relating to investments still held at 8/31/2022

(1,354)

 The transfer out of Level 3 for the current period was due to the resumption of trading of a security.

†† Securities deemed as Level 3 due to the 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 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.

Foreign taxes: The fund may be subject to foreign taxes (a portion of which may be reclaimable) on income, stock dividends, realized and unrealized capital gains on investments or certain foreign currency transactions. Foreign taxes are recorded in accordance with the applicable foreign tax regulations and rates that exist in the foreign jurisdictions in which the fund invests. These foreign taxes, if any, are paid by the fund and are reflected in the Statement of Operations, if applicable. Foreign taxes payable or deferred or those subject to reclaims as of August 31, 2022, if any, are disclosed in the fund’s Statement of Assets and Liabilities.

41

 

NOTES TO FINANCIAL STATEMENTS (continued)

(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 Adviser monitors the expected cash flows from its CLO equity investments and effective yield is determined and adjusted as needed. Securities purchased or sold on a when-issued or delayed delivery basis may be settled a month or more after the trade date.

(d) Affiliated issuers: Investments in other investment companies advised by the Adviser are considered “affiliated” under the Act.

(e) 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. 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

42

 

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.

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.

The fund invests in floating rate loan interests. The floating rate loans in which the fund invests typically are below investment grade quality, and inherently speculative. 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 the borrower’s loan.

The fund invests in CDOs, including CLOs. 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 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

43

 

NOTES TO FINANCIAL STATEMENTS (continued)

security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results.

(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.

On August 25, 2022, the Board declared a cash dividend of $.050 per share from undistributed net investment income, payable on September 23, 2022 to Common Shareholders of record as of the close of business on September 9, 2022. The ex-dividend date was September 8, 2022.

(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.

As of and during the period ended August 31, 2022, 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, 2022, the fund did not incur any interest or penalties.

Each tax year in the four-year period ended August 31, 2022 remains subject to examination by the Internal Revenue Service and state taxing authorities.

44

 

At August 31, 2022, the components of accumulated earnings on a tax basis were as follows: ordinary income $2,160,093, accumulated capital losses $4,992,843 and unrealized depreciation $25,244,165.

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, 2022. The fund has $190,828 of short-term capital losses and $4,802,015 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, 2022 and August 31, 2021 was as follows: ordinary income $8,997,622 and $8,980,401.

During the period ended August 31, 2022, as a result of permanent book to tax differences, primarily due to excise tax paid, the fund increased total distributable earnings (loss) by $93,635 and decreased paid-in capital by the same amount. Net assets and net asset value per share were not affected by this reclassification.

(h) New accounting pronouncements: In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), and in January 2021, the FASB issued Accounting Standards Update 2021-01, Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”), which provides optional, temporary relief with respect to the financial reporting of contracts subject to certain types of modifications due to the planned discontinuation of the LIBOR and other interbank offered rates as of the end of 2021. The temporary relief provided by ASU 2020-04 and ASU 2021-01 is effective for certain reference rate-related contract modifications that occur during the period from March 12, 2020 through December 31, 2022. Management is evaluating the impact of ASU 2020-04 and ASU 2021-01 on the fund’s investments, derivatives, debt and other contracts that will undergo reference rate-related modifications as a result of the reference rate reform. Management is also currently actively working with other financial institutions and counterparties to modify contracts as required by applicable regulation and within the regulatory deadlines.

45

 

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE 2—Borrowings:

The fund has a $68,000,000 Revolving Credit Facility Credit Agreement with Societe Generale (the “Agreement”), which terminates on November 18, 2022 (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, 2022, total fees pursuant to the Agreement amounted to $1,469,031 inclusive of $1,284,531 of interest expense and $184,500 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, 2022 was $57,134,247, with a related weighted average annualized interest rate of 2.25%. The fund’s borrowings under the Agreement are secured by its portfolio holdings.

NOTE 3—Management Fee, Sub-Investment 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 a 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 Mellon 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

46

 

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 and transaction activity. During the period ended August 31, 2022, the fund was charged $283,243 pursuant to the custody agreement.

During the period ended August 31, 2022, the fund was charged $10,301 for services performed by the Chief Compliance Officer and his 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 $125,800, Custodian fees of $110,000 and Chief Compliance Officer fees of $1,523.

(c) Each Board member also serves as a Board member of other funds in the BNY Mellon Family of Funds complex. Annual retainer fees and 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, 2022, amounted to $114,475,597 and $110,667,107, 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.

The fund may enter into certain credit agreements all or a portion of which may be unfunded. The fund is obligated to fund these commitments at the borrower’s discretion. The commitments are disclosed in the accompanying Statement of Investments. At August 31, 2022, the fund had sufficient cash and/or securities to cover these commitments.

Derivatives: A derivative is a financial instrument whose performance is derived from the performance of another asset. The fund enters into

47

 

NOTES TO FINANCIAL STATEMENTS (continued)

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.

Each type of derivative instrument that was held by the fund during the period ended August 31, 2022 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, 2022 are set forth in the Statement of Investments.

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

48

 

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, 2022, derivative assets and liabilities (by type) on a gross basis are as follows:

      

Derivative Financial Instruments:

 

Assets ($)

 

Liabilities ($)

 

Forward contracts

 

213,377

 

(38,404)

 

Total gross amount of derivative

 

 

 

 

 

assets and liabilities in the

 

 

 

 

 

Statement of Assets and Liabilities

 

213,377

 

(38,404)

 

Derivatives not subject to

 

 

 

 

 

Master Agreements

 

-

 

-

 

Total gross amount of assets

 

 

 

 

 

and liabilities subject to

 

 

 

 

 

Master Agreements

 

213,377

 

(38,404)

 

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, 2022:

       

 

 

 

Financial

 

 

 

 

 

 

Instruments

 

 

 

 

 

 

and Derivatives

 

 

 

 

Gross Amount of

 

Available

Collateral

 

Net Amount of

Counterparty

Assets ($)

1 

for Offset ($)

Received ($)

2 

Assets ($)

Citigroup

213,377

 

(7,302)

(206,075)

 

-

 

 

 

 

 

 

 

 

 

 

Financial

 

 

 

 

 

 

Instruments

 

 

 

 

 

 

and Derivatives

 

 

 

 

Gross Amount of

 

Available

Collateral

 

Net Amount of

Counterparty

Liabilities ($)

1 

for Offset ($)

Pledged ($)

2 

Liabilities ($)

Barclays Capital

(31,102)

 

-

-

 

(31,102)

Citigroup

(7,302)

 

7,302

-

 

-

Total

(38,404)

 

7,302

-

 

(31,102)

 

 

 

 

 

 

 

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 summarizes the average market value of derivatives outstanding during the period ended August 31, 2022:

   

 

 

Average Market Value ($)

Forward contracts

 

59,321,328

49

 

NOTES TO FINANCIAL STATEMENTS (continued)

At August 31, 2022, the cost of investments for federal income tax purposes was $201,088,394; accordingly, accumulated net unrealized depreciation on investments was $25,456,932, consisting of $203,253 gross unrealized appreciation and $25,660,185 gross unrealized depreciation.

NOTE 5—Change in Control of Sub-Adviser:

The Sub-Adviser serves as the sub-adviser to the fund pursuant to a sub-investment advisory agreement (the “Current Sub-Advisory Agreement”) between the Adviser and the Sub-Adviser. The Sub-Adviser is currently an indirect subsidiary of BNY Mellon, the parent company of the Adviser.

On May 30, 2022, BNY Mellon entered into a definitive agreement to sell all of its indirect equity interest in Alcentra Group Holdings, Inc., including its subsidiary the Sub-Adviser (the “Transaction”), to Franklin Resources, Inc., a global investment management organization operating as Franklin Templeton (“Franklin Templeton”). Franklin Templeton, through its specialist investment managers, offers boutique specialization on a global scale, bringing extensive capabilities in fixed income, equity, alternatives, and multi-asset solutions. The Transaction is expected to be completed on or about November 1, 2022 (the “Closing Date”), subject to customary closing conditions, including regulatory approvals.

As a result of the Transaction, there will be a “change in control” of the Sub-Adviser, which will effect an assignment and automatic termination of the Current Sub-Advisory Agreement, pursuant to its terms and the applicable provisions of the Act, as of the Closing Date. Consequently, the Board has approved a new sub-investment advisory agreement (the “New Sub-Advisory Agreement”) between the Adviser and the Sub-Adviser, with respect to the fund, and called a Special Meeting of Stockholders to be held on October 13, 2022 to seek stockholder approval of the New Sub-Advisory Agreement.

At the Special Meeting of Stockholders held on October 13, 2022, stockholders of the fund approved the New Sub-Advisory Agreement. For the results of the stockholder voting, see “Proxy Results (unaudited)”.

There will be no increase in the advisory fee payable by the fund to the Adviser as a consequence of the Transaction and the sub-advisory fee payable by the Adviser to the Sub-Adviser under the New Sub-Advisory Agreement will be the same as that payable by the Adviser to the Sub-Adviser under the Current Sub-Advisory Agreement. The New Sub-Advisory Agreement is substantially similar in material respects to the Current Sub-Advisory Agreement and the fund’s investment strategy and management policies currently are not expected to change in connection with the implementation of the New Sub-Advisory Agreement.

50

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of the Fund 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, 2022, 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 four-year period then ended and for the period from October 27, 2017 (commencement of operations) to August 31, 2018. 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, 2022, 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 four-year period then ended and for the period from October 27, 2017 (commencement of operations) to August 31, 2018, in conformity with U.S. generally accepted accounting principles.

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 audit 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, 2022, by correspondence with custodian, agent banks and brokers or by other appropriate auditing procedures when replies from agent banks and brokers were not received. 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 24, 2022

51

 

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 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

52

 

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 December 1, 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 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,

53

 

ADDITIONAL INFORMATION (Unaudited) (continued)

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 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).

54

 

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 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;

55

 

ADDITIONAL INFORMATION (Unaudited) (continued)

 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 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.

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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 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 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

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ADDITIONAL INFORMATION (Unaudited) (continued)

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.

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.

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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 December 1, 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 of Directors 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 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 of Directors 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 of Directors 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.

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ADDITIONAL INFORMATION (Unaudited) (continued)

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. 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

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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 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. 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

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ADDITIONAL INFORMATION (Unaudited) (continued)

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 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 experience financial stress that could adversely affect their ability to make payments of principal and interest and increase the possibility

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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 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

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ADDITIONAL INFORMATION (Unaudited) (continued)

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 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

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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 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

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ADDITIONAL INFORMATION (Unaudited) (continued)

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 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

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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 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

67

 

ADDITIONAL INFORMATION (Unaudited) (continued)

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

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

68

 

and more senior CLO tranches, which would allow such securities to be considered liquid in some circumstances. In addition to the 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 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

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ADDITIONAL INFORMATION (Unaudited) (continued)

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.

LIBOR Risk

Many credit instruments, derivatives and other financial instruments, including those in which the fund may invest, utilize LIBOR as the reference or benchmark rate for variable interest rate calculations. However, the use of LIBOR started to come under pressure following manipulation allegations in 2012. Despite increased regulation and other corrective actions since that time, concerns have arisen regarding its viability as a benchmark, due largely to reduced activity in the financial markets that it measures. In July 2017, the Financial Conduct Authority announced plans to phase out the use of LIBOR by the end of 2021. It was subsequently announced that tenors of US Dollar LIBOR would continue to be published through June 30, 2023, other than one week and two month USD LIBOR settings which ceased publication on December 31, 2021. Various financial industry groups around the world have been planning the transition to the use of different benchmarks. In the United States, the Federal Reserve Board and the New York Fed convened the Alternative Reference Rates Committee, comprised of a group of private-market participants, which recommended the Secured Overnight Financing Rate as an alternative reference rate to USD LIBOR. Neither the effect of the transition process, in the United States or elsewhere, nor its ultimate success, can yet be known. While some instruments tied to LIBOR may include a replacement rate in the event LIBOR is discontinued, not all instruments have such fallback provisions and the effectiveness of such replacement rates remains uncertain. The transition process might lead to increased volatility and illiquidity in markets that currently rely on the LIBOR to determine interest rates. The potential cessation of LIBOR could affect the value and liquidity of investments tied to LIBOR, especially those that do not include fallback provisions, and may result in costs incurred in connection with closing out positions and entering into new trades.

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.

70

 

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 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

71

 

ADDITIONAL INFORMATION (Unaudited) (continued)

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 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

72

 

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 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, 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

73

 

ADDITIONAL INFORMATION (Unaudited) (continued)

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 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

74

 

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.

The SEC recently adopted Rule 18f-4 under the Act, which regulates the use of derivatives by the fund and is effective as of August 18, 2022. 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 (L e., 200% of the VaR of 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 (L 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

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ADDITIONAL INFORMATION (Unaudited) (continued)

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 users 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 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 of Directors. 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.

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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 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

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ADDITIONAL INFORMATION (Unaudited) (continued)

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, 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, 2021. This information may not reflect all of the changes that have occurred since you purchased the fund.

During the period ended August 31, 2022, 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

78

 

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 16, 2022.

     
 

Shares

 

For

 

Authority Withheld

To elect two Class III Directors:

   
 

Francine J. Bovich

12,034,724

 

510,844

 

Bradley J. Skapyak

12,027,499

 

518,069

 The terms of these Class III Directors expire in 2025.

A special meeting of the fund’s stockholders was held on October 13, 2022. The proposal considered at the meeting and the results were as follows:

    
 

Shares

 

For

Against

Abstain

To approve a sub-investment advisory agreement between BNY Mellon Investment Adviser, Inc., on behalf of the fund, and Alcentra NY, LLC.

6,402,806

315,766

791,882

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INFORMATION ABOUT THE RENEWAL AND APPROVAL OF THE FUND’S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited)

At a meeting of the fund’s Board of Directors held on March 2-3, 2022, the Board considered the renewal of the fund’s Management Agreement, pursuant to which the Adviser provides the fund with investment advisory and administrative services, and the Sub-Investment Advisory Agreement (together with the Management Agreement, the “Agreements”), pursuant to which Alcentra NY, LLC (the “Sub-Adviser”) provides day-to-day management of the fund’s investments. The Board members, a majority of whom are not “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of the Adviser and the Sub-Adviser. In considering the renewal of the Agreements, the Board considered several factors that it believed to be relevant, including those discussed below. The Board did not identify any one factor as dispositive, and each Board member may have attributed different weights to the factors considered.

Analysis of Nature, Extent, and Quality of Services Provided to the Fund. The Board considered information provided to it at the meeting and in previous presentations from representatives of the Adviser regarding the nature, extent, and quality of the services provided to funds in the BNY Mellon fund complex, including the fund. The Adviser noted that the fund is a closed-end fund without daily inflows and outflows of capital and provided the fund’s asset size.

The Board also considered research support available to, and portfolio management capabilities of, the fund’s portfolio management personnel and that the Adviser also provides oversight of day-to-day fund operations, including fund accounting and administration and assistance in meeting legal and regulatory requirements. The Board also considered the Adviser’s extensive administrative, accounting and compliance infrastructures, as well as the Adviser’s supervisory activities over the Sub-Adviser.

Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio. The Board reviewed reports prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data based on classifications provided by Thomson Reuters Lipper, which included information comparing (1) the fund’s performance with the performance of a group of leveraged closed-end loan participation funds selected by Broadridge as comparable to the fund (the “Performance Group”) and with a broader group of funds consisting of all leveraged closed-end loan participation funds (the “Performance Universe”), all for various periods ended December 31, 2021, and (2) the fund’s actual and contractual management fees and total expenses with those of the same group of funds in the Performance Group (the “Expense Group”) and with a broader group of funds consisting of all leveraged closed-end loan participation funds, excluding outliers (the “Expense Universe”), the information for which was derived in part from fund financial statements available to Broadridge as of the date of its analysis. The Adviser previously had furnished the Board with a description of the methodology Broadridge used to select the Performance Group and Performance Universe and the Expense Group and Expense Universe.

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INFORMATION ABOUT THE RENEWAL AND APPROVAL OF THE FUND’S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued)

Performance Comparisons. Representatives of the Adviser stated that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations and policies and the extent and manner in which leverage is employed that may be applicable to the fund and comparison funds and the end date selected. The Board discussed with representatives of the Adviser and the Sub-Adviser the results of the comparisons and considered that the fund’s total return performance, on a net asset value basis, was above the Performance Group and Performance Universe medians for all periods, ranking first in the Performance Group for all periods, except for the one-year period when the fund ranked second. The Board also considered that the fund’s total return performance, on a market price basis, was at or above the Performance Group and Performance Universe medians for all periods, except for the one-year period ended December 31, 2021. The Board also considered that the fund’s yield performance, on a net asset value basis, was above the Performance Group and Performance Universe medians for all periods ended December 31, 2021, and, on a market price basis, was at or above the Performance Group median for all one-year periods ended December 31, 2021, and at or above the Performance Universe median for two of the four one-year periods ended December 31, 2021.

Management Fee and Expense Ratio Comparisons. The Board reviewed and considered the contractual management fee rate payable by the fund to the Adviser in light of the nature, extent and quality of the management services and the sub-advisory services provided by the Adviser and the Sub-Adviser, respectively. In addition, the Board reviewed and considered the actual management fee rate paid by the fund over the fund’s last fiscal year. The Board also reviewed the range of actual and contractual management fees and total expenses as a percentage of average net assets of the Expense Group and Expense Universe funds and discussed the results of the comparisons.

The Board considered that the fund’s contractual management fee was higher than the Expense Group median contractual management fee, the fund’s actual management fee, based on common assets and leveraged assets together, was higher than the Expense Group median and the Expense Universe median actual management fee, and, based on common assets alone, was higher than the Expense Group median and the Expense Universe median actual management fee, was higher than the Expense Group median and lower than the Expense Universe median actual management fee, and the fund’s total expenses, based on both common assets alone and on common assets and leveraged assets together, were higher than the Expense Group and Expense Universe median total expenses.

Representatives of the Adviser reviewed with the Board the contractual management fee paid by the one other fund advised by the Adviser that is in the same Lipper category as the fund (the “Similar Fund”), and explained the nature of the Similar Fund. They discussed differences in fees paid and the relationship of the fees paid in light of any differences in the services provided and other relevant factors, noting that the fund is a closed-end fund. The Board considered the relevance of the fee information provided for the Similar Fund to evaluate the appropriateness of the fund’s management fee.

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Representatives of the Adviser noted that there were no separate accounts and/or other types of client portfolios advised by the Adviser or the Sub-Adviser that are considered to have similar investment strategies and policies as the fund.

The Board considered the fee payable to the Sub-Adviser in relation to the fee payable to the Adviser by the fund and the respective services provided by the Sub-Adviser and the Adviser. The Board also took into consideration that the Sub-Adviser’s fee is paid by the Adviser, out of its fee from the fund, and not the fund.

Analysis of Profitability and Economies of Scale. Representatives of the Adviser reviewed the expenses allocated and profit received by the Adviser and its affiliates and the resulting profitability percentage for managing the fund and the aggregate profitability percentage to the Adviser and its affiliates for managing the funds in the BNY Mellon fund complex, and the method used to determine the expenses and profit. The Board concluded that the profitability results were not excessive, given the services rendered and service levels provided by the Adviser and its affiliates. The Board also had been provided with information prepared by an independent consulting firm regarding the Adviser’s approach to allocating costs to, and determining the profitability of, individual funds and the entire BNY Mellon fund complex. The consulting firm also had analyzed where any economies of scale might emerge in connection with the management of a fund.

The Board considered, on the advice of its counsel, the profitability analysis (1) as part of its evaluation of whether the fees under the Agreements, considered in relation to the mix of services provided by the Adviser and the Sub-Adviser, including the nature, extent and quality of such services, supported the renewal of the Agreements and (2) in light of the relevant circumstances for the fund and the extent to which economies of scale would be realized if the fund grows and whether fee levels reflect these economies of scale for the benefit of fund shareholders. Since the Adviser, and not the fund, pays the Sub-Adviser pursuant to the Sub-Investment Advisory Agreement, the Board did not consider the Sub-Adviser’s profitability to be relevant to its deliberations. Representatives of the Adviser stated that, because the fund is a closed-end fund without daily inflows and outflows of capital, there were not significant economies of scale at this time to be realized by the Adviser in managing the fund’s assets. Representatives of the Adviser also stated that, as a result of shared and allocated costs among funds in the BNY Mellon fund complex, the extent of economies of scale could depend substantially on the level of assets in the complex as a whole, so that increases and decreases in complex-wide assets can affect potential economies of scale in a manner that is disproportionate to, or even in the opposite direction from, changes in the fund’s asset level. The Board also considered potential benefits to the Adviser and the Sub-Adviser from acting as investment adviser and sub-investment adviser, respectively, and took into consideration that there were no soft dollar arrangements in effect for trading the fund’s investments.

At the conclusion of these discussions, the Board agreed that it had been furnished with sufficient information to make an informed business decision with respect to the

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INFORMATION ABOUT THE RENEWAL AND APPROVAL OF THE FUND’S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued)

renewal of the Agreements. Based on the discussions and considerations as described above, the Board concluded and determined as follows.

· The Board concluded that the nature, extent and quality of the services provided by the Adviser and the Sub-Adviser are adequate and appropriate.

· The Board was satisfied with the fund’s performance.

· The Board concluded that the fees paid to the Adviser and the Sub-Adviser continued to be appropriate under the circumstances and in light of the factors and the totality of the services provided as discussed above.

· The Board determined that the economies of scale which may accrue to the Adviser and its affiliates in connection with the management of the fund had been adequately considered by the Adviser in connection with the fee rate charged to the fund pursuant to the Management Agreement and that, to the extent in the future it were determined that material economies of scale had not been shared with the fund, the Board would seek to have those economies of scale shared with the fund.

In evaluating the Agreements, the Board considered these conclusions and determinations and also relied on its previous knowledge, gained through meetings and other interactions with the Adviser and its affiliates and the Sub-Adviser, of the Adviser and the Sub-Adviser and the services provided to the fund by the Adviser and the Sub-Adviser. The Board also relied on information received on a routine and regular basis throughout the year relating to the operations of the fund and the investment management and other services provided under the Agreements, including information on the investment performance of the fund in comparison to similar funds and benchmark performance indices; general market outlook as applicable to the fund; and compliance reports. In addition, the Board’s consideration of the contractual fee arrangements for the fund had the benefit of a number of years of reviews of the Agreements for the fund, or substantially similar agreements for other BNY Mellon funds that the Board oversees, during which lengthy discussions took place between the Board and representatives of the Adviser. Certain aspects of the arrangements may receive greater scrutiny in some years than in others, and the Board’s conclusions may be based, in part, on its consideration of the fund’s arrangements, or substantially similar arrangements for other BNY Mellon funds that the Board oversees, in prior years. The Board determined to renew the Agreements.

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At a meeting of the fund’s Board of Directors (the “Board”) held on August 4, 2022 (the “August Meeting”), the Board considered and approved an interim sub-investment advisory agreement (the “Interim Sub-Advisory Agreement”) and a new sub-investment advisory agreement (the “New Sub-Advisory Agreement”), each between the fund’s investment adviser, BNY Mellon Investment Adviser, Inc. (“BNYM Adviser”), on behalf of the fund, and Alcentra NY, LLC (“Alcentra NY”), the fund’s sub-investment adviser, pursuant to which Alcentra NY would continue to provide day-to-day

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management of the fund’s portfolio, and agreed to recommend that shareholders of the fund approve the New Sub-Advisory Agreement at a shareholder meeting to be held on October 13, 2022. Alcentra NY currently provides day-to-day management of the fund’s portfolio pursuant to a sub-investment advisory agreement (the “Current Sub-Advisory Agreement”) between BNYM Adviser, on behalf of the fund, and Alcentra NY. Alcentra NY is a subsidiary of Alcentra Group Holdings, Inc. (together with Alcentra NY, “Alcentra”), which is currently an indirect, wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), the parent company of BNYM Adviser. At the August Meeting, representatives of BNYM Adviser stated that, in May 2022, BNY Mellon entered into a definitive agreement with Franklin Resources, Inc., a global investment management organization operating as Franklin Templeton, pursuant to which Franklin Templeton will, subject to certain regulatory approvals and satisfaction of other conditions, acquire Alcentra (the “Transaction”). The Transaction is expected to be completed by or before the first quarter of 2023 (the “Closing Date”), at which time Alcentra NY will become a subsidiary of Franklin Templeton and there will be a “change in control” of Alcentra NY, which will effect an assignment and automatic termination of the Current Sub-Advisory Agreement, pursuant to its terms and the applicable provisions of the Investment Company Act of 1940, as amended (the “1940 Act”). To enable Alcentra NY to continue to provide day-to-day management of the fund’s investments after the automatic termination of the Current Sub-Advisory Agreement, the Board members present in person at the August Meeting, including a majority of the Board members who are not “interested persons” (as that term is defined in the 1940 Act) of the fund (“Independent Board Members”), unanimously approved the New Sub-Advisory Agreement, subject to shareholder approval, and the Interim Sub-Advisory Agreement, which does not require shareholder approval, that would go into effect for a limited period of time if shareholders have not approved the New Sub-Advisory Agreement on or before the Closing Date. As required under the 1940 Act, the Interim Sub-Advisory Agreement expires upon the earlier of 150 days after the Closing Date or upon shareholder approval and effectiveness of the New Sub-Advisory Agreement. There are no material differences between the Interim Sub-Advisory Agreement and the New Sub-Advisory Agreement, except for the term and termination provisions.

The Current Sub-Advisory Agreement was most recently reapproved by the Board for a one-year continuance at a meeting held March 2-3, 2022 (the “15(c) Meeting”). At the 15(c) Meeting, the Independent Board Members requested and received information from BNYM Adviser and Alcentra NY they deemed reasonably necessary for their review of the Current Sub-Advisory Agreement and the performance and services provided by Alcentra NY. The information received by the Board included information related to the fees paid by the fund to BNYM Adviser and by BNYM Adviser to Alcentra NY and the profitability of BNYM Adviser with respect to the fund, among other items, in accordance with Section 15(c) of the 1940 Act. Management believed that there were no material changes to the information presented at the 15(c) Meeting relevant to the Board’s consideration of the New Sub-Advisory Agreement and the

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INFORMATION ABOUT THE RENEWAL AND APPROVAL OF THE FUND’S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued)

Interim Sub-Advisory Agreement, other than the information about the Transaction, Alcentra NY, Alcentra Group Holdings, Inc. and Franklin Templeton.

In connection with the August Meeting and in accordance with Section 15(c) of the 1940 Act, the Board requested, and BNYM Adviser and Alcentra NY provided, materials relating to the Transaction, Alcentra NY, Alcentra Group Holdings, Inc. and Franklin Templeton in connection with the Board’s consideration of whether to approve the New Sub-Advisory Agreement and the Interim Sub-Advisory Agreement. This included a description of the Transaction and its anticipated effects on Alcentra NY, as well as information regarding Alcentra Group Holdings, Inc. and its business activities, personnel and affiliates. The Board noted that BNYM Adviser and Alcentra NY represented that there would be no diminution in the nature, extent or quality of the services provided to the fund in connection with the implementation of the New Sub-Advisory Agreement or the Interim Sub-Advisory Agreement. Accordingly, the Board also considered information presented to them as part of the annual agreement review process at the 15(c) Meeting. Additionally, the Board reviewed materials supplied by counsel that were prepared for use by the Board in fulfilling its duties under state law and the 1940 Act. It was noted that the Transaction would comply with Section 15(f) of the 1940 Act in that 75% or more of the Board was comprised of Independent Board Members and would remain so for three years following the Closing Date, and that no “unfair burden” (as defined in the 1940 Act) would be imposed on the fund by Alcentra NY during the two-year period following the Closing Date.

In voting to approve the New Sub-Advisory Agreement and the Interim Sub-Advisory Agreement, the Board considered whether the approval of the agreements would be in the best interests of the fund and its shareholders, an evaluation based on several factors including those discussed below. The Independent Board Members were represented by legal counsel that is independent of BNYM Adviser and Alcentra NY in connection with their consideration of approval of the New Sub-Advisory Agreement and the Interim Sub-Advisory Agreement. The factors discussed below were also considered by the Independent Board Members in executive session during which such independent legal counsel provided guidance and a written description to the Independent Board Members of their statutory responsibilities and the legal standards that are applicable to the approval of investment advisory and sub-investment advisory agreements. Based on their discussions and considerations described below, the Board, including a majority of the Independent Board Members, approved the New Sub-Advisory Agreement, subject to shareholder approval, and the Interim Sub-Advisory Agreement that would go into effect, without shareholder approval, for a limited period of time only if shareholders have not approved the New Sub-Advisory Agreement on or before the Closing Date. It is currently anticipated that the New Sub-Advisory Agreement, if approved by shareholders, will be reviewed by the Board as part of its annual review of advisory arrangements for the fund in the first quarter of 2023.

Nature, Extent and Quality of Services to be Provided under the New Sub-Advisory Agreement. In examining the nature, extent and quality of the services to be provided by Alcentra NY to the fund under the New Sub-Advisory Agreement, the Board considered (i) Alcentra

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NY’s organization, history, reputation, qualification and background, as well as the qualifications of its personnel; (ii) Alcentra NY’s expertise in providing portfolio management services to the fund and the performance history of the fund; (iii) Alcentra NY’s investment strategy for the fund; (iv) the fund’s long- and short-term performance relative to comparable funds and unmanaged indices; and (v) Alcentra NY’s compliance program. The Board specifically took into account that there were currently no long-term or short-term plans to make changes to the investment policies, strategies or objective of the fund, or to the status of Chris Barris and Kevin Cronk as primary portfolio managers of the fund, as a result of the Transaction or in connection with the implementation of the New Sub-Advisory Agreement. The Board members considered the specific responsibilities in all aspects of the day-to-day management of the fund by Alcentra NY, and the fact that existing management of Alcentra currently expects that the involvement of Messrs. Barris and Cronk in the portfolio management of the fund will be unaffected by the Transaction. The Board also considered the financial resources that will be available to Alcentra NY. The fund’s Chief Compliance Officer discussed the compliance infrastructure of the fund following the Transaction. The Board also discussed the acceptability of the terms of the New Sub-Advisory Agreement and the Interim Sub-Advisory Agreement.

The Board concluded that the fund will continue to benefit from the quality and experience of Alcentra NY’s investment professionals, specifically including Messrs. Barris and Cronk, who will continue to provide services to the fund after the Transaction. Based on its consideration and review of the foregoing information, the Board concluded that it was satisfied with the nature, extent and quality of the sub-investment advisory services expected to be provided by Alcentra NY.

Fund Investment Performance. Because existing management of Alcentra currently expects that the involvement of Messrs. Barris and Cronk in the portfolio management of the fund will be unaffected by the Transaction, the Board members considered the investment performance of those investment professionals in managing the fund’s portfolio as a factor in evaluating the New Sub-Advisory Agreement and the Interim Sub-Advisory Agreement.

At the 15(c) Meeting, the Board received and reviewed reports prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data, which included information comparing the fund’s performance with the performance of a group of funds selected by Broadridge as comparable to the fund (the “Performance Group”) and with a broader group of funds (the “Performance Universe”), all for various periods ended December 31, 2021. It was noted that, while the Board has found the Broadridge data generally useful, the Board members recognized the limitations of such data, including that the data may vary depending on the end date selected and that the results of the performance comparisons may vary depending on the selection of the peer group and its composition over time. BNYM Adviser also provided a comparison of the fund’s calendar year total returns to the returns of the fund’s benchmark index. The Board concluded that it was generally satisfied with the fund’s overall performance and portfolio management.

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INFORMATION ABOUT THE RENEWAL AND APPROVAL OF THE FUND’S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued)

At the August Meeting, the Board reviewed updated reports prepared by Broadridge which included information comparing the fund’s performance with its Performance Group and Performance Universe, all for various periods ended May 31, 2022. BNYM Adviser also provided information comparing the fund’s performance with its benchmark index and Morningstar category percentile ranking, all for various periods ended July 31, 2022. The Board discussed with representatives of BNYM Adviser and Alcentra NY the results of the comparisons and considered the fund’s performance in light of overall financial market conditions. Where the fund’s total return performance was below the median during specified periods, the Board noted the explanations from BNYM Adviser and Alcentra NY concerning the fund’s relative performance versus the Performance Group or Performance Universe for such periods. Based on its review, the Board concluded that it was generally satisfied with the fund’s overall performance and portfolio management.

The Board members discussed with representatives of BNYM Adviser and Alcentra NY that the investment strategies to be employed by Alcentra NY in the management of the fund’s assets are currently expected to remain the same under the New Sub-Advisory Agreement. The Board also considered the fact that existing management of Alcentra currently expects that the involvement of Messrs. Barris and Cronk in the portfolio management of the fund will be unaffected by the Transaction. Based on its consideration and review of the foregoing, the Board concluded that these factors supported a decision to approve the New Sub-Advisory Agreement and the Interim Sub-Advisory Agreement.

Management Fee and New Sub-Advisory Fee and Expense Ratio. The Board considered the proposed fee payable under the New Sub-Advisory Agreement, noting that the proposed fee would be paid by BNYM Adviser, as is the case under the Current Sub-Advisory Agreement, and, thus, would not impact the fees paid by the fund. At the 15(c) Meeting, the Board reviewed and considered the contractual management fee payable by the fund to BNYM Adviser pursuant to the Management Agreement and the fee payable by BNYM Adviser to Alcentra NY pursuant to the Current Sub-Advisory Agreement. The Board also reviewed reports prepared by Broadridge which included information comparing the fund’s actual and contractual management fees and total expenses with those of the same group of funds in the Performance Group (the “Expense Group”) and with a broader group of funds (the “Expense Universe”), the information for which was derived in part from fund financial statements available to Broadridge as of the date of its analysis. The Board also reviewed the range of actual and contractual advisory fees and total expenses of the Expense Group and Expense Universe funds and discussed the results of the comparisons. The Board concluded that the fees paid to BNYM Adviser were appropriate under the circumstances and in light of the factors and the totality of the services provided.

At the August Meeting, the Board considered the proposed fee payable to Alcentra NY under the New Sub-Advisory Agreement in relation to the fee paid to BNYM Adviser by the fund and the respective services provided by Alcentra NY and BNYM Adviser. The Board noted that the proposed fee would be the same as that payable under the

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Current Sub-Advisory Agreement and that the proposed fee would be paid by BNYM Adviser, as is the case under the Current Sub-Advisory Agreement, and, thus, would not impact the fees paid by the fund. The Board reviewed updated reports prepared by Broadridge which included information comparing the fund’s actual and contractual management fees and total expenses with those of its Expense Group and Expense Universe, the information for which was derived in part from fund financial statements available to Broadridge as of the date of its analysis. The Board also reviewed the range of actual and contractual advisory fees and total expenses of the Expense Group and Expense Universe funds and discussed the results of the comparisons. The Board determined that the advisory fees and other expenses continued to be reasonable in light of the nature, extent and quality of the services to be provided to the fund under the Management Agreement and New Sub-Advisory Agreement. The Board concluded that the proposed fee payable by BNYM Adviser to Alcentra NY in its capacity as sub-investment adviser was reasonable and appropriate.

Profitability. The Board recognized that, because the proposed fee payable under the Sub-Advisory Agreement to Alcentra NY would be paid by BNYM Adviser, and not the fund, an analysis of profitability was more appropriate in the context of the Board’s consideration of the Management Agreement. At the 15(c) Meeting, the Board received and considered a profitability analysis of BNYM Adviser and its affiliates in providing services to the fund. BNYM Adviser representatives reviewed the expenses allocated and profit received by BNYM Adviser and its affiliates and the resulting profitability percentage for managing the fund and the aggregate profitability percentage to BNYM Adviser and its affiliates for managing the funds in the BNY Mellon fund complex, and the method used to determine the expenses and profit. The Board concluded that the profitability results were not excessive, given the services rendered and service levels provided by BNYM Adviser and its affiliates.

At the August Meeting, the Board noted that because Alcentra NY would no longer be an affiliate of BNYM Adviser after the Closing Date, the fee payable to Alcentra NY by BNYM Adviser under the New Sub-Advisory Agreement would have the effect of potentially reducing BNYM Adviser’s profitability with respect to the fund. The Board, therefore, determined that BNYM Adviser’s expected profitability should not be excessive in light of the nature, extent and quality of the services to be provided to the fund after the Transaction. Consideration of profitability with respect to Alcentra NY was not relevant to the Board’s determination to approve the New Sub-Advisory Agreement and the Interim Sub-Advisory Agreement.

Economies of Scale. The Board recognized that, because the proposed fee payable under the New Sub-Advisory Agreement to Alcentra NY would be paid by BNYM Adviser, and not the fund, an analysis of economies of scale was more appropriate in the context of the Board’s consideration of the Management Agreement. At the 15(c) Meeting, the Board discussed any economies of scale or other efficiencies that may result from increases in the fund’s assets. The Board noted that there are various ways to share potential economies of scale with fund shareholders and that it appeared that the benefits of any economies of scale would be appropriately shared with shareholders.

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INFORMATION ABOUT THE RENEWAL AND APPROVAL OF THE FUND’S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued)

At the August Meeting, the Board concluded that no material impact to the analysis of economies of scale is expected as a result of the Transaction and that, to the extent in the future it were determined that material economies of scale had not been shared with the fund, the Board would seek to have those economies of scale shared with the fund.

Other Benefits to Alcentra NY. At the August Meeting, the Board considered potential benefits to Alcentra NY from acting as sub-investment adviser and noted that no such ancillary benefits were indicated. At the August Meeting, the Board also considered the benefits to be received by BNY Mellon and Alcentra NY as a result of the Transaction and determined that any such ancillary benefits were reasonable.

After full consideration of the factors discussed above, with no single factor identified as being of paramount importance, the Board, including a majority of the Independent Board Members, approved the New Sub-Advisory Agreement and the Interim Sub-Advisory Agreement for the fund.

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BOARD MEMBERS INFORMATION (Unaudited)

Independent Board Members

Joseph S. DiMartino (78)
Chairman of the Board (2017)

Current term expires in 2024

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-Present)

No. of Portfolios for which Board Member Serves: 94

———————

Francine J. Bovich (71)
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: 54

———————

Andrew J. Donohue (72)
Board Member (2019)

Current term expires in 2023

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: 44

———————

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BOARD MEMBERS INFORMATION (Unaudited) (continued)

Kenneth A. Himmel (76)
Board Member (2017)

Current term expires in 2024

Principal Occupation During Past 5 Years:

· Gulf Related, an international real estate development company, Managing Partner (2010-Present)

· Related Urban Development, a real estate development company, President and Chief Executive Officer (1996-Present)

· American Food Management, a restaurant company, Chief Executive Officer (1983-Present)

· Himmel & Company, a real estate development company, President and Chief Executive Officer (1980-Present)

No. of Portfolios for which Board Member Serves: 22

———————

Roslyn M. Watson (72)
Board Member (2017)

Current term expires in 2023

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: 44

———————

Benaree Pratt Wiley (76)
Board Member (2017)

Current term expires in 2023

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 (2004-2020)

No. of Portfolios for which Board Member Serves: 61

———————

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Interested Board Member

Bradley Skapyak (63)
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 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: 22

Mr. Skapyak is deemed to be an Interested Board Member of the fund as a result of his ownership of unvested restricted stock units of BNY Mellon.

———————

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 Product, BNY Mellon Investment Management since January 2018; and Director of Product Strategy, BNY Mellon Investment Management from January 2016 to December 2017. He is an officer of 55 investment companies (comprised of 108 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 44 years old and has been an employee of BNY Mellon since 2005.

JAMES WINDELS, Treasurer since July 2017.

Vice President of the Adviser since September 2020; and Director–BNY Mellon Fund Administration. He is an officer of 56 investment companies (comprised of 129 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 63 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 Mellon since July 2021; Senior Managing Counsel of BNY Mellon from December 2020 to July 2021; and Managing Counsel of BNY Mellon from March 2009 to December 2020. He is an officer of 56 investment companies (comprised of 129 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 54 years old and has been an employee of BNY Mellon since April 2004.

JAMES BITETTO, Vice President since July 2017 and Secretary since February 2018.

Senior Managing Counsel of BNY Mellon since December 2019; Managing Counsel of BNY Mellon from April 2014 to December 2019; and Secretary of the Adviser. He is an officer of 56 investment companies (comprised of 129 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 December 1996.

DEIRDRE CUNNANE, Vice President and Assistant Secretary since March 2019.

Managing Counsel of BNY Mellon since December 2021, Counsel of BNY Mellon from August 2018 to December 2021; and Senior Regulatory Specialist at BNY Mellon Investment Management Services from February 2016 to August 2018. She is an officer of 56 investment companies (comprised of 129 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 32 years old and has been an employee of the Adviser since August 2018.

SARAH S. KELLEHER, Vice President and Assistant Secretary since July 2017.

Vice President of BNY Mellon ETF Investment Adviser; LLC since February 2020; Senior Managing Counsel of BNY Mellon since September 2021; Managing Counsel of BNY Mellon from December 2017 to September 2021; and Senior Counsel of BNY Mellon from March 2013 to December 2017. She is an officer of 56 investment companies (comprised of 129 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 46 years old and has been an employee of the Adviser since March 2013.

JEFF PRUSNOFSKY, Vice President and Assistant Secretary since July 2017.

Senior Managing Counsel of BNY Mellon. He is an officer of 56 investment companies (comprised of 129 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 October 1990.

AMANDA QUINN, Vice President and Assistant Secretary since March 2020.

Counsel of BNY Mellon since June 2019; Regulatory Administration Manager at BNY Mellon Investment Management Services from September 2018 to May 2019; and Senior Regulatory Specialist at BNY Mellon Investment Management Services from April 2015 to August 2018. She is an officer of 56 investment companies (comprised of 129 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 37 years old and has been an employee of the Adviser since June 2019.

94

 

NATALYA ZELENSKY, Vice President and Assistant Secretary since March 2017.

Chief Compliance Officer since August 2021 and Vice President since February 2020 of BNY Mellon ETF Investment Adviser, LLC; Chief Compliance Officer since August 2021 and Vice President and Assistant Secretary since February 2020 of BNY Mellon ETF Trust; Managing Counsel of BNY Mellon from December 2019 to August 2021; Counsel of BNY Mellon from May 2016 to December 2019; and Assistant Secretary of the Adviser from April 2018 to August 2021. She is an officer of 55 investment companies (comprised of 128 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 37 years old and has been an employee of BNY Mellon since May 2016.

DANIEL GOLDSTEIN, Vice President since March 2022.

Vice President and Head of Product Development of North America Product, BNY Mellon Investment Management since January 2018; Co-Head of Product Management, Development & Oversight of North America Product, BNY Mellon Investment Management from January 2010 to January 2018; and Senior Vice President, Development & Oversight of North America Product, BNY Mellon Investment Management since 2010. He is an officer of 55 investment companies (comprised of 108 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 53 years old and has been an employee of the Distributor since 1991.

JOSEPH MARTELLA, Vice President since March 2022.

Vice President and Head of Product Management of North America Product, BNY Mellon Investment Management since January 2018; Director of Product Research and Analytics of North America Product, BNY Mellon Investment Management from January 2010 to January 2018; and Senior Vice President of North America Product, BNY Mellon Investment Management since 2010. He is an officer of 55 investment companies (comprised of 108 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 45 years old and has been an employee of the Distributor since 1999.

GAVIN C. REILLY, Assistant Treasurer since July 2017.

Tax Manager–BNY Mellon Fund Administration. He is an officer of 56 investment companies (comprised of 129 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 54 years old and has been an employee of the Adviser since April 1991.

ROBERT SALVIOLO, Assistant Treasurer since July 2017.

Senior Accounting Manager–BNY Mellon Fund Administration. He is an officer of 56 investment companies (comprised of 129 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 55 years old and has been an employee of the Adviser since June 1989.

ROBERT SVAGNA, Assistant Treasurer since July 2017.

Senior Accounting Manager–BNY Mellon Fund Administration. He is an officer of 56 investment companies (comprised of 129 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 55 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 an officer of 55 investment companies (comprised of 115 portfolios) managed by the Adviser. He is 65 years old.

95

 

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

 

Kenneth A. Himmel

 

Joseph W. Connolly

 

Roslyn M. Watson

 

Portfolio Managers

 

Benaree Pratt Wiley

 

Chris Barris

 

Interested Board Member:

 

Kevin Cronk

 

Bradley Skapyak

 

Hiram Hamilton

 

Officers

   

President

 

Adviser

 

David DiPetrillo

 

BNY Mellon Investment Adviser, Inc.

 

Chief Legal Officer

 

Sub-Adviser

 

Peter M. Sullivan

 

Alcentra NY, LLC

 

Vice President and Secretary

 

Custodian

 

James Bitetto

 

The Bank of New York Mellon

 

Vice Presidents and Assistant Secretaries

 

Counsel

 

Deirdre Cunnane

 

Proskauer Rose LLP

 

Sarah S. Kelleher

 

Transfer Agent, Registar and

 

Jeff Prusnofsky

 

Dividend Disbursing Agent

 

Amanda Quinn

 

Computershare Inc.

 

Natalya Zelensky

 

Stock Exchange Listing

 

Treasurer

 

NYSE Symbol: DCF

 

James Windels

 

Initial SEC Effective Date

 

Vice Presidents

 

10/27/17

 

Daniel Goldstein

   

Joseph Martella

   

Assistant Treasurers

   

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 common stock in the open market when it can do so at prices below the then current net asset value per share.

96

 

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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
200 Park Avenue
New York, NY 10166

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://im.bnymellon.com/us/en/products/closed-end-funds.jsp. 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.im.bnymellon.com and on the SEC’s website at www.sec.gov and without charge, upon request, by calling 1-800-373-9387.

  


0822AR0822

 

 

 
 

 

 

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 Joseph S. DiMartino, 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. DiMartino 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 $63,590 in 2021 and $64,860 in 2022.

 

(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 $6,100 in 2021 and $6,300 in 2022. These services consisted of one or more of the following: (i) agreed upon procedures related to compliance with Internal Revenue Code section 817(h), (ii) security counts required by Rule 17f-2 under the Investment Company Act of 1940, as amended, (iii) advisory services as to the accounting or disclosure treatment of Registrant transactions or events and (iv) advisory services to the accounting or disclosure treatment of the actual or potential impact to the Registrant of final or proposed rules, standards or interpretations by the Securities and Exchange Commission, the Financial Accounting Standards Boards or other regulatory or standard-setting bodies.

 

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 2021 and $0 in 2022.

 

(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 2021 and $0 in 2022. These services consisted of: (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments; (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held, and (iv) determination of Passive Foreign Investment Companies. 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 2021 and $0 in 2022.

 

 
 

(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 2021 and $0 in 2022.

 

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 2021 and $0 in 2022.

 

(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 $3,851,043 in 2021 and $3,945,912 in 2022.

 

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.

During the reporting period, the Registrant had a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, consisting of the following members: Joseph S. DiMartino, Francine J. Bovich, Andrew J. Donohue, Kenneth A. Himmel, Roslyn M. Watson and Benaree Pratt Wiley.

Item 6. Investments.

(a) Not applicable.

Item 7.Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
 
 

SUMMARY OF THE FUND'S PROXY VOTING POLICY AND PROCEDURES

The Fund's Board of Directors has adopted the following procedures with respect to proxy voting by the Fund.

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 Fund's portfolio to Alcentra NY, LLC ("Alcentra NY"), the Fund's sub-investment adviser, as described below. BNY Mellon Investment Adviser, Inc. ("BNYM Investment Adviser") serves as the Fund's investment adviser.

In addition, the Board has adopted Alcentra NY's proxy voting procedures pursuant to which proxies of companies held in the Fund's portfolio will be voted.

Proxy Voting Operations

The Fund has engaged ISS as its proxy voting agent to administer the ministerial, non-discretionary elements of proxy voting and reporting. Each fund in the BNY Mellon Family of Funds bears an equal share of ISS's fees in connection with the proxy voting and related services that ISS provides in respect of the funds.

Voting Shares of Certain Registered Investment Companies

Under certain circumstances, when the Fund owns shares of another registered investment company (an "Acquired Fund"), the Fund may be required by 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.

Policies and Procedures; Oversight

The Fund's Chief Compliance Officer is responsible for confirming that Alcentra NY has adopted and implemented written policies and procedures that are reasonably designed to ensure that the Fund's proxies are voted in the best interest of the Fund. In addition, the adequacy of such policies and procedures are reviewed at least annually, and proxy voting for the Fund is monitored to ensure compliance with Alcentra NY's procedures, such as by sampling votes cast for the Fund, including routine proposals as well as those that require more analysis, to determine whether they complied with Alcentra NY's Proxy Voting Procedures.

Review of Proxy Voting

BNYM Investment Adviser reports annually to the Board on the Fund'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 Fund Proxy Voting Records

Pursuant to Rule 30b1-4 under the 1940 Act, the Fund 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 http://www.im.bnymellon.com. The Fund 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

Scope

This Policy applies to all strategies across both legal entities: Alcentra NY, LLC and Alcentra Limited (collectively, "Alcentra" or the "Firm").

Alcentra generally will not be called upon to vote proxies for its syndicated loan and direct lending investments because of the nature of the instruments involved in the investment strategy (i.e. loans rather than securities). An exception is when Alcentra may hold loan investments which could be converted to voting securities.

Proxy votes are also not generally conducted for corporate bonds. In addition, proxy votes may take place from time to time on structured credit investments where our fund holds the equity tranche.

Purpose

When engaged by a client to provide discretionary advisory services, Alcentra is typically delegated the responsibility to vote on matters considered at portfolio companies' shareholder meetings, usually by means of a proxy ballot ("proxy voting").

In these instances, Alcentra has a duty to monitor corporate events and to vote proxies in the best interest of its client and not subrogate the interests of its clients to its own interests. This generally means voting with a view toward enhancing the economic value of the investment. In the case of social and political responsibility issues that, in Alcentra's opinion, do not primarily involve financial considerations, it is the Firm's objective to support shareholder proposals that the Firm believes promote good corporate citizenship while enhancing long-term shareholder value.

When it has voting responsibility, Alcentra will make every attempt to vote when given an opportunity to do so. However, there may be instances when the Firm is unable or unwilling to vote because of legal or operational difficulties or because it believes the administrative burden and/or associated cost exceeds the expected benefit to a client.

Regulatory Context

The SEC has taken the position that proxy voting is only required where the adviser exercises discretion over advisory assets and the adviser's contract is silent on proxy voting responsibilities or specifically provides that the adviser will vote proxies.

The ERISA rules of the Department of Labor ("DOL") require an adviser to vote proxies for ERISA clients unless the plan administrator or other fiduciary has expressly precluded such responsibilities.

For most other clients, unless another service provider is delegated proxy voting responsibilities, the adviser's role as an adviser with investment discretion would include proxy voting responsibilities.

 
 

 

Alcentra NY, Advisers Act Requirements

In line with the requirements of Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), it is Alcentra's policy to

  • Adopt and implement written policies and procedures that are reasonably designed to ensure that the adviser votes client securities in the best interest of clients, which procedures must include how the adviser addresses material conflicts that may arise between the adviser's interests and those of the adviser's clients;
  • Disclose to clients via the Form ADV Part 2A how they may obtain information from the adviser about how the adviser voted with respect to their securities; and
  • Describe to clients via Form ADV Part 2A the adviser's proxy voting policies and procedures and, upon request, furnish a copy of the policies and procedures to the requesting client.

 

Alcentra NY, ERISA Requirements

Following from the DOL's guidance on proxy voting in respect of ERISA pension plan funds, it is Alcentra policy to:

  • Clearly delineate responsibility for voting between Alcentra NY and the trustee or other plan fiduciary that appointed Alcentra NY, possibly through the investment management agreement.
  • Take reasonable steps to ensure that it has received all proxies for which it has voting authority and implemented appropriate reconciliation procedures.
  • In voting, act prudently and solely in the interests of pension plan participants and beneficiaries. In so doing we consider factors that would affect the value of the plan's investments and may not subordinate the interests of plan participants and beneficiaries in their retirement income to unrelated objectives, such as social considerations. However, other DOL pronouncements in the context of investment decisions indicate that social considerations may be used in making investment decisions to select among investments of equal risk and return.
  • The plan administrator will periodically monitor Alcentra's voting activities, and both the client's monitoring activities and Alcentra's voting activities (including the votes cast in each particular case) must be documented.

 

Voting

Alcentra reviews the circumstances for each vote to determine which stance would best serve its clients and votes accordingly. Alcentra votes and documents its vote as follows:

·A Voting File has been established to document how Alcentra NY voted on each proxy vote.
·While Alcentra expects to vote all identical client proxies in the same manner across each client account, the relevant Portfolio Manager or Investment Committee may vote certain client accounts differently than others if it is determined that it is in the best interest of the respective clients to do so.
·Alcentra Portfolio Manager or Investment Committee for the particular Investment Vehicle, or designee, will decide, on a case-by-case, how each vote should be cast in order to best serve the interest of each respective client.
·A record noting the details of the vote, as well as an assessment as to whether a material conflict of interest exists, is maintained in the Voting File.
 
 
·Copies of actual voting records will be maintained.

 

Non-Voting of Proxies

When it has voting responsibility, Alcentra will make every attempt to vote when given an opportunity to do so. However, there may be instances when the Firm is unable or unwilling to vote because of legal or operational difficulties or because it believes the administrative burden and/or associated cost exceeds the expected benefit to a client.

Conflicts of Interest

While Alcentra does not anticipate that it will regularly face a material conflict of interest in the exercise of its voting responsibilities, Alcentra has developed a Proxy Voting Form that has been designed to identify and document conflicts of interest. Based on the responses to the Form, the Portfolio Manager or designee will determine if there is any actual or perceived conflict of interest. If a conflict exists, the Portfolio Manager or designee will determine whether the conflict is "material" based on the nature of the business or personal relationship, the specific proxy proposal and such other factors or criteria as the Portfolio Manager or designee determine are relevant.

In the event of any uncertainty relating to the presence of a conflict of interest or whether a conflict is material, the Portfolio Manager or designee may consult with others as appropriate. Employees involved in the decision making process or administration of proxy votes are prohibited from revealing how Alcentra intends to vote on a proposal in order to reduce any attempted influence from interested parties.

If a material conflict of interest is found to exist, the Chief Investment Officer and Chief Compliance Officer will be consulted to ensure that the vote is cast in a manner that is in the best interest of the client(s). Alcentra may seek an independent third party to recommend how to vote the proposal. Such recommendation may be based on the third party's predetermined voting policies (so long as the subject matter of the proposal is specifically addressed in the guidelines) or independent research conducted by the third party.

In an effort to minimize the appearance that certain relationships or situations may inappropriately influence its voting decisions, Alcentra has determined that when presented with the opportunity to vote on shareholder proposals issued by an "Affiliated Fund" (for purposes of this policy, any pooled investment vehicle that is sponsored by a subsidiary of BNY Mellon shall be considered an "Affiliated Fund"), it will vote in the same proportion as all other voting shareholders of such Affiliated Fund ("echo voting"). If "echo voting" is not operationally feasible, the vote recommendations of an independent third party shall be applied. The independent third party shall be ISS, if available, or Glass Lewis & Co. ("Glass Lewis"), if ISS is not available.

Notwithstanding the foregoing, Alcentra also may resolve any material conflict in such other manner as Alcentra believes is in the best interest of the client.

Record Keeping

In line with the record-keeping requirements in Rule 204-2 under the Advisers Act, it is Alcentra policy to maintain the following books and records:

 
 

 

 

  • Copies of the adviser's proxy voting policies and procedures
  • A copy of each proxy statement that the adviser receives regarding client securities. Advisers may rely upon third-party service providers to maintain such records. For example, if an adviser uses a third-party proxy voting service to vote client proxies, that company may maintain copies of the proxy statements on behalf of the adviser. The proxy voting service must agree to provide the statements to the adviser promptly upon request. Alternatively, the adviser could rely upon obtaining a copy of a proxy statement from the SEC's EDGAR system.
  • A record of each vote cast by the adviser on behalf of a client. Advisers may rely upon the records maintained by a third-party proxy voting service, if the records can be obtained by the adviser promptly upon request.
  • A copy of any document created by the adviser that was material to making a decision on how to vote proxies on behalf of clients or that memorializes the bases for that decision. For example, some advisers adopt general policies on how they will vote on certain issues.

A copy of each written client request for information on how the adviser voted proxies on behalf of the client, and a copy of any written response by the adviser to any written or oral request for information regarding how the adviser votes proxies on behalf of the requesting client.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

(a)(1) The following information is as of October 26, 2022, the date of the filing of this report:

Chris Barris, Kevin Cronk, CFA, and Hiram Hamilton are the fund's primary portfolio managers, positions they have held since October 2017, October 2017 and February 2018, 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 the Global Head of High Yield and Deputy Chief Investment Officer. 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 finds. 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. 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 the Head of U.S. Credit Research 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.

Mr. Hamilton is a Managing Director and Global Head of Structured Credit at Alcentra, which he joined in September 2017 from Alcentra Limited, where he was employed since 2008. Alcentra Limited is an affiliate of Alcentra and BNYM Investment Adviser and, along with Alcentra, is a subsidiary of BNY Alcentra Group Holdings, Inc. Mr. Hamilton serves as the portfolio manager for Alcentra's structured credit investments funds, overseeing approximately $4 billion of investments in structured products, with a particular focus on CLO investments, across Alcentra's funds.

(a)(2) The following information is as of August 31, 2022:

 
 

Portfolio Managers. The Registrant's investment adviser is responsible for investment decisions and provides the Registrant with portfolio managers who are authorized by the Director's Board to execute purchases and sales of securities. Chris Barris, Kevin Cronk and Hiram Hamilton are the Registrant's primary portfolio managers. Messrs. Barris, Cronk and Hamilton are employees of Alcentra.

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 manager and assets under management in those accounts as of August 31, 2022:

 

 

 

 

Portfolio Manager

Registered Investment Company Accounts

 

 

 

Assets Managed

 

 

Pooled Accounts

 

 

Assets Managed

 

 

Other Accounts

 

 

Assets Managed

Chris Barris 5 $2,325.24 5 $511.05 1 $529.88
Kevin Cronk 5 $2,325.24 5 $511.05 1 $529.88
Hiram Hamilton 3 $667.00 9 $5,632.00 1 $284.00

 

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 manager is as follows as of August 31, 2022:

 

 

Portfolio Manager

 

Registrant Name

Dollar Range of Registrant

Shares Beneficially Owned

Chris Barris BNY Mellon Alcentra Global Credit Income 2024 Target Term Fund, Inc. $10,000 - $50,000
Kevin Cronk BNY Mellon Alcentra Global Credit Income 2024 Target Term Fund, Inc. $10,000 - $50,000
Hiram Hamilton BNY Mellon Alcentra Global Credit Income 2024 Target Term Fund, Inc. None

 

Portfolio managers may manage multiple accounts for a diverse client base, including mutual funds, separate accounts (assets managed on behalf of institutions such as pension funds, insurance companies and foundations), bank common trust accounts and wrap fee programs ("Other Accounts").

 

Potential conflicts of interest may arise because of BNYM Investment Adviser's, Alcentra's or a portfolio manager's management of the Fund 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's or Alcentra's overall allocation of securities in that offering, or to increase BNYM Investment Adviser's 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 and 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. Conflicts of interest may also exist with respect to portfolio managers who also manage performance-based fee accounts, such as deciding which securities to allocated to the Fund 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 Fund, 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 Fund. 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 portfolios managers have a materially larger investment in Other Accounts than their investment in the Fund.

Other Accounts may have investment objectives, strategies and risks that differ from those of the Fund. For these or other reasons, the portfolio managers may purchase different securities for the Fund and the Other Accounts, and the performance of securities purchased for the Fund 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 Fund, which could have the potential to adversely impact the Fund, depending on market conditions. In addition, if the Fund's investment is 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 Fund's and such Other Accounts' investment in the issuer.

A potential conflict of interest may be perceived to arise if transactions in one account closely follow related transactions in another account, such as when a 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.

BNY Mellon and its affiliates, including BNYM Investment Adviser, Alcentra and others involved in the management, investment activities or business operations of the Fund, are engaged in businesses and have interests other than that of managing the Fund. These activities and interesting include potential multiple advisory, transactional, financial and other interesting in securities, instruments and companies that may be directly or indirectly purchased or sold by the Fund of the Fund's service providers, which may cause conflicts that could disadvantaged the Fund.

BNY Mellon and its affiliates may have deposit, loan and commercial banking or other relationships with the issuers of securities purchased by the Fund. BNY Mellon has no obligation to provide to BNYM Investment Adviser, Alcentra or the Fund or the effect transactions on behalf of the Fund in accordance with, any market or other information, analysis, or research in its possession. Consequently, BNY Mellon (including, but not limited to, BNY Mellon's central Risk Management Department) may have information that could be material to the management of the Fund and may not share that information with relevant personally of BNYM Investment Adviser or Alcentra. Accordingly, BNYM Investment Adviser and Alcentra have informed management of the Fund that in making investment decisions they do not obtain or use material inside information that BNY Mellon or its affiliated may possess with respect to such issuers.

Item 9.Purchases of Equity Securities by Closed-End Management Investment Companies and Affiliated Purchasers.

Not applicable.

 
 
Item 10.Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures applicable to Item 10.

Item 11.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 12.Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

This fund did not participate in a securities lending program this period.

Item 13.Exhibits.

(a)(1) Code of ethics referred to in Item 2.

(a)(2) Certifications of principal executive and principal financial officers as required by Rule 30a-2(a) under the Investment Company Act of 1940.

(a)(3) Not applicable.

(b)       Certification of principal executive and principal financial officers as required by Rule 30a-2(b) under the Investment Company Act of 1940.

 
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

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

By: /s/ David J. DiPetrillo

David J. DiPetrillo

President (Principal Executive Officer)

 

Date: October 21, 2022

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

By: /s/ David J. DiPetrillo

David J. DiPetrillo

President (Principal Executive Officer)

 

Date: October 21, 2022

 

By: /s/ James Windels

James Windels

Treasurer (Principal Financial Officer)

 

Date: October 21, 2022

 

 

 
 

 

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)

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