Portfolio Company (a) | | Industry | | Investment Coupon Rate (b) | | Principal/ Numbers of Shares | | Fair Value |
Collateralized Securities - 9.2% | | | | | | | | | | |
| CLO Debt - 9.2% | | | | | | | | | | |
| Elmwood CLO 31, Ltd. 24-7A D2 (c)(d)(e) | | Diversified Investment Vehicles | | S+4.20% (9.40%), 7/17/2037 | | $ | 1,500,000 | | $ | 1,500,000 |
| Elmwood CLO 32, Ltd. 24-8A D2 (c)(d)(e) | | Diversified Investment Vehicles | | S+4.20% (9.00%), 10/18/2037 | | | 800,000 | | | 800,000 |
| Frontier Issuer, LLC 24-1 C (c)(e) | | Diversified Investment Vehicles | | 11.16%, 6/20/2054 | | | 1,000,000 | | | 1,140,000 |
| Generate CLO, Ltd. 23-11A D2RA (c)(d)(e) | | Diversified Investment Vehicles | | S+4.85% (9.69%), 10/20/2037 | | | 2,000,000 | | | 2,000,000 |
| Golub Capital Partners Short Duration 22-1A DR (c)(d)(e) | | Diversified Investment Vehicles | | S+4.60% (9.95%), 7/25/2033 | | | 1,500,000 | | | 1,500,000 |
| HalseyPoint CLO II, Ltd. 20-2A D2R (c)(d)(e) | | Diversified Investment Vehicles | | S+5.00% (10.30%), 7/20/2037 | | | 1,000,000 | | | 990,000 |
| Morgan Stanley Eaton Vance CLO, Ltd. 23-19A D (c)(d)(e) | | Diversified Investment Vehicles | | S+5.50% (10.78%), 7/20/2036 | | | 1,000,000 | | | 1,019,900 |
| Wind River CLO, Ltd. 18-3A D (c)(d)(e) | | Diversified Investment Vehicles | | S+2.95% (8.49%), 1/20/2031 | | | 250,000 | | | 244,950 |
| Ziply Fiber Issuer, LLC 24-1A C (c)(e) | | Diversified Investment Vehicles | | 11.17%, 4/20/2054 | | | 1,000,000 | | | 1,035,590 |
| Total CLO Debt (Cost $10,022,216) | | | | | | | | | $ | 10,230,440 |
Total Collaterized Securities (Cost $10,022,216) | | | | | | | $ | 10,230,440 |
Senior Secured First Lien Debt - 116.9% | | | | | | | | |
| Bank Loans - 105.1% | | | | | | | | | | |
| Adelaide Borrower, LLC (d)(e) | | Software/Services | | S+6.75% (11.35%) 3.38% PIK, 5/8/2030 | | $ | 1,827,586 | | $ | 1,793,409 |
| Adelaide Borrower, LLC (d)(e)(f) | | Software/Services | | S+6.76%, 3.38% PIK, 5/8/2030 | | | - | | | (7,704) |
| Adelaide Borrower, LLC (d)(e)(f) | | Software/Services | | S+6.76%, 3.38% PIK, 5/8/2030 | | | - | | | (4,825) |
| Allied Benefit Systems Intermediate, LLC (d)(e) | | Business Services | | S+5.25% (10.10%), 10/31/2030 | | | 3,153,155 | | | 3,153,155 |
| Allied Benefit Systems Intermediate, LLC (d)(e) | | Business Services | | S+5.25% (10.42%), 10/31/2030 | | | 788,025 | | | 788,025 |
| Altice Financing, SA (d) | | Telecom | | S+5.00% (10.30%), 10/29/2027 | | | 1,732,472 | | | 1,570,052 |
| American Auto Auction Group, LLC (d) | | Transportation | | S+5.00% (9.75%), 12/30/2027 | | | 746,164 | | | 748,499 |
| American Rock Salt Company, LLC (d) | | Chemicals | | S+4.00% (9.32%), 6/9/2028 | | | 1,319,854 | | | 1,080,300 |
| Amneal Pharmaceuticals, LLC (d) | | Healthcare | | S+5.50% (10.35%), 5/4/2028 | | | 740,566 | | | 748,283 |
| Apollo Commercial Real Estate Finance, Inc. (d) | | Financials | | S+3.50% (8.46%), 3/11/2028 | | | 497,423 | | | 482,500 |
| Aramsco, Inc. (d) | | Business Services | | S+4.75% (9.35%), 10/10/2030 | | | 1,272,249 | | | 1,195,914 |
| Aramsco, Inc. (d)(f) | | Business Services | | S+4.75%, 10/10/2030 | | | 37,208 | | | 23,831 |
| Artera Services, LLC (d) | | Utilities | | S+4.50% (9.10%), 2/18/2031 | | | 746,250 | | | 725,609 |
| Artifact Bidco, Inc. (d)(e) | | Software/Services | | S+4.50% (9.10%), 7/28/2031 | | | 792,000 | | | 784,286 |
| Artifact Bidco, Inc. (d)(e)(f) | | Software/Services | | S+4.50%, 7/28/2031 | | | - | | | (1,890) |
| Artifact Bidco, Inc. (d)(e)(f) | | Software/Services | | S+4.50%, 7/26/2030 | | | - | | | (1,348) |
| AuditBoard, Inc. (d)(e) | | Software/Services | | S+5.25% (10.55%), 7/12/2031 | | | 1,185,000 | | | 1,173,517 |
| AuditBoard, Inc. (d)(e)(f) | | Software/Services | | S+5.25%, 7/12/2031 | | | - | | | (5,465) |
| AuditBoard, Inc. (d)(e)(f) | | Software/Services | | S+5.25%, 7/12/2031 | | | - | | | (2,190) |
| Avalara, Inc. (d)(e) | | Software/Services | | S+6.25% (10.85%), 10/19/2028 | | | 502,000 | | | 502,000 |
| Avalara, Inc. (d)(e)(f) | | Software/Services | | S+6.25%, 10/19/2028 | | | - | | | - |
| Axiom Global, Inc. (d) | | Business Services | | S+4.75% (10.11%), 10/2/2028 | | | 1,396,500 | | | 1,351,114 |
| Azurite Intermediate Holdings, Inc. (d)(e) | | Software/Services | | S+6.50% (11.35%), 3/19/2031 | | | 515,625 | | | 515,625 |
| Azurite Intermediate Holdings, Inc. (d)(e)(f) | | Software/Services | | S+6.50% (11.35%), 3/19/2031 | | | 750,000 | | | 750,000 |
| Azurite Intermediate Holdings, Inc. (d)(e)(f) | | Software/Services | | S+6.50%, 3/19/2031 | | | - | | | - |
| Bella Holding Co., LLC (d) | | Healthcare | | S+3.75% (8.70%), 5/10/2028 | | | 748,072 | | | 747,346 |
| BEP Intermediate Holdco, LLC (d) | | Business Services | | S+3.75% (8.60%), 4/25/2031 | | | 748,125 | | | 749,995 |
| Bingo Group Buyer, Inc. (d)(e) | | Utilities | | S+5.00% (9.60%), 7/10/2031 | | | 788,000 | | | 778,465 |
| Bingo Group Buyer, Inc. (d)(e)(f) | | Utilities | | S+5.00%, 7/10/2031 | | | - | | | (2,952) |
| Bingo Group Buyer, Inc. (d)(e)(f) | | Utilities | | S+5.00% (9.60%), 7/10/2031 | | | 2,858 | | | 1,721 |
| Blackhawk Network Holdings, Inc. (d) | | Consumer | | S+5.00% (9.85%), 3/12/2029 | | | 1,995,000 | | | 2,002,302 |
| CMI Marketing, Inc. (d) | | Media/Entertainment | | S+4.25% (9.21%), 3/23/2028 | | | 1,243,573 | | | 1,235,801 |
| Cornerstone Building Brands, Inc. (d) | | Industrials | | S+4.50% (9.60%), 5/15/2031 | | | 500,000 | | | 493,595 |
| CPM Holdings, Inc. (d) | | Industrials | | S+4.50% (9.70%), 9/28/2028 | | | 997,487 | | | 944,581 |
| Crisis Prevention Institute, Inc. (d) | | Education | | S+4.75% (9.35%), 4/9/2031 | | | 1,000,000 | | | 1,000,420 |
| Delivery Hero Finco, LLC (d) | | Food & Beverage | | S+5.00% (10.10%), 12/12/2029 | | | 995,000 | | | 997,129 |
| Demakes Borrower, LLC (d)(e) | | Food & Beverage | | S+6.25% (11.55%), 12/12/2029 | | | 997,463 | | | 997,462 |
| Demakes Borrower, LLC (d)(e)(f) | | Food & Beverage | | S+6.25%, 12/12/2029 | | | - | | | - |
| Division Holding Corp. (d) | | Business Services | | S+4.75% (9.71%), 5/26/2028 | | | 458,416 | | | 457,270 |
| DXP Enterprises, Inc. (d) | | Business Services | | S+4.75% (10.16%), 10/15/2030 | | | 742,500 | | | 742,871 |
| Eastern Power, LLC (d) | | Utilities | | S+5.25% (10.10%), 4/3/2028 | | | 983,746 | | | 983,746 |
| Engineering Research And Consulting, LLC (d) | | Software/Services | | S+5.00% (10.06%), 8/29/2031 | | | 750,000 | | | 738,750 |
| Epic Y-grade Services, LP (d) | | Energy | | S+5.75% (11.07%), 6/29/2029 | | | 1,000,000 | | | 996,000 |
| Faraday Buyer, LLC (d)(e) | | Utilities | | S+6.00% (10.60%), 10/11/2028 | | | 344,287 | | | 338,606 |
| Faraday Buyer, LLC (d)(e) | | Utilities | | S+6.00% (10.60%), 10/11/2028 | | | 73,260 | | | 72,051 |
| Faraday Buyer, LLC (d)(e)(f) | | Utilities | | S+6.00%, 10/11/2028 | | | - | | | (775) |
| First Brands Group, LLC (d) | | Consumer | | S+5.00% (10.51%), 3/30/2027 | | | 1,735,810 | | | 1,714,980 |
| Fitness International, LLC (d) | | Consumer | | S+5.25% (10.51%), 2/12/2029 | | | 1,244,997 | | | 1,240,328 |
| Foundation Building Materials, Inc. (d) | | Industrials | | S+4.00% (9.25%), 1/29/2031 | | | 748,120 | | | 727,375 |
| Gainwell Acquisition Corp. (d) | | Healthcare | | S+4.00% (8.70%), 10/1/2027 | | | 1,985,256 | | | 1,885,159 |
| Geosyntec Consultants, Inc. (d) | | Business Services | | S+3.75% (8.60%), 7/31/2031 | | | 1,000,000 | | | 998,130 |
| Getty Images, Inc. (d) | | Business Services | | S+4.50% (8.85%), 2/19/2026 | | | 456,672 | | | 453,535 |
| Global Medical Response, Inc. (d) | | Healthcare | | S+5.50% (10.46%) 0.75% PIK, 10/31/2028 | | | 968,564 | | | 961,600 |
| Green Energy Partners/Stonewall, LLC (d)(e) | | Utilities | | S+6.00% (10.87%), 11/12/2026 | | | 2,961,909 | | | 2,961,909 |
| Ground Penetrating Radar Systems, LLC (d)(e) | | Business Services | | S+5.50% (10.82%), 4/2/2031 | | | 824,000 | | | 812,546 |
| Ground Penetrating Radar Systems, LLC (d)(e)(f) | | Business Services | | P+4.50% (12.50%), 4/2/2031 | | | 15,750 | | | 14,291 |
| Ground Penetrating Radar Systems, LLC (d)(e)(f) | | Business Services | | S+5.50, 4/2/2031 | | | - | | | (2,724) |
| Hallandale Oasis 2019 Holdings, LLC (d)(e)(f) | | Real Estate | | S+8.30% (13.40%), 8/9/2026 | | | 1,190,371 | | | 1,201,371 |
| HealthEdge Software, Inc. (d)(e)(f) | | Healthcare | | S+4.75%, 7/16/2031 | | | - | | | (4,801) |
| HealthEdge Software, Inc. (d)(e)(f) | | Healthcare | | S+4.75%, 7/16/2031 | | | - | | | (1,445) |
| HealthEdge Software, Inc. (d)(e) | | Healthcare | | S+4.75% (9.85%), 7/16/2031 | | | 1,123,000 | | | 1,112,107 |
| HelpSystems Holdings, Inc. (d) | | Software/Services | | S+4.00% (8.95%), 11/19/2026 | | | 997,389 | | | 949,594 |
| Higginbotham Insurance Agency, Inc. (d)(e) | | Financials | | S+4.50% (9.35%), 11/24/2028 | | | 1,559,601 | | | 1,559,600 |
| Higginbotham Insurance Agency, Inc. (d)(e)(f) | | Financials | | S+4.75% (9.60%), 11/24/2028 | | | 182,722 | | | 182,722 |
| IW Buyer, LLC (d)(e) | | Industrials | | S+5.00% (9.70%), 6/28/2029 | | | 1,299,485 | | | 1,299,485 |
| IW Buyer, LLC (d)(e)(f) | | Industrials | | S+5.00%, 6/28/2029 | | | - | | | - |
| IXS Holdings, Inc. (d) | | Transportation | | S+4.25% (8.95%), 3/5/2027 | | | 1,143,194 | | | 1,111,047 |
| J&K Ingredients, LLC (d)(e) | | Food & Beverage | | S+6.50% (11.10%), 11/16/2028 | | | 1,116,563 | | | 1,116,562 |
| Jump Financial, LLC (d) | | Financials | | S+4.50% (9.37%), 8/7/2028 | | | 2,467,008 | | | 2,436,170 |
| Keel Platform, LLC (d)(e) | | Industrials | | S+5.25% (9.85%), 1/19/2031 | | | 1,571,105 | | | 1,549,895 |
| Keel Platform, LLC (d)(e)(f) | | Industrials | | S+5.25%, 1/19/2031 | | | 110,093 | | | 103,883 |
| LABL, Inc. (d) | | Paper & Packaging | | S+5.00% (9.95%), 10/30/2028 | | | 498,718 | | | 486,509 |
| Level 3 Financing, Inc. (d) | | Telecom | | S+6.56% (11.41%), 4/15/2030 | | | 750,000 | | | 762,188 |
| LifePoint Health, Inc. (d) | | Healthcare | | S+4.75% (10.05%), 11/16/2028 | | | 248,752 | | | 248,254 |
| Lightstone Holdco, LLC (d) | | Utilities | | S+5.75% (11.00%), 1/29/2027 | | | 2,343,448 | | | 2,371,898 |
| Lightstone Holdco, LLC (d) | | Utilities | | S+5.75% (11.00%), 1/29/2027 | | | 132,559 | | | 134,168 |
| Liquid Tech Solutions Holdings, LLC (d)(e) | | Industrials | | S+4.75% (9.71%), 3/20/2028 | | | 2,327,538 | | | 2,327,537 |
| LSF12 Badger Bidco, LLC (d) | | Industrials | | S+6.00% (10.85%), 8/30/2030 | | | 1,246,859 | | | 1,193,868 |
| LSF12 Donnelly Bidco, LLC (d)(e) | | Industrials | | S+6.50% (11.35%), 10/2/2029 | | | 1,113,750 | | | 1,113,750 |
| Mandrake Bidco, Inc. (d)(e) | | Industrials | | S+4.75% (9.60%), 8/20/2031 | | | 3,231,000 | | | 3,199,207 |
| Mandrake Bidco, Inc. (d)(e)(f) | | Industrials | | S+4.75%, 8/20/2031 | | | - | | | (5,087) |
| Max US Bidco, Inc. (d) | | Food & Beverage | | S+5.00% (9.85%), 10/3/2030 | | | 1,493,747 | | | 1,410,590 |
| Mckissock Investment Holdings, LLC (d) | | Education | | S+5.00% (9.96%), 3/12/2029 | | | 1,116,563 | | | 1,115,178 |
| Michael Baker International, LLC (d) | | Industrials | | S+4.75% (9.60%), 12/1/2028 | | | 997,500 | | | 1,001,241 |
| Midwest Physician Administrative Services, LLC (d) | | Healthcare | | S+3.00% (7.87%), 3/13/2028 | | | 997,416 | | | 898,383 |
| Miller Environmental Group, Inc. (d)(e)(f) | | Business Services | | S+4.75%, 9/6/2031 | | | - | | | (7,450) |
| Miller Environmental Group, Inc. (d)(e) | | Business Services | | S+4.75% (9.35%), 9/10/2031 | | | 900,000 | | | 886,590 |
| Miller Environmental Group, Inc. (d)(e)(f) | | Business Services | | S+4.75%, 9/6/2031 | | | - | | | (3,725) |
| Miller Environmental Group, Inc. (d)(e)(f) | | Business Services | | S+4.75%, 9/6/2031 | | | - | | | (3,725) |
| MPH Acquisition Holdings, LLC (d) | | Healthcare | | S+4.25% (9.57%), 9/1/2028 | | | 1,734,360 | | | 1,301,637 |
| MRI Software, LLC (d)(e)(f) | | Software/Services | | S+4.75% (9.35%), 2/10/2027 | | | 276,750 | | | 265,927 |
| MYOB US Borrower, LLC (d) | | Business Services | | S+4.00% (8.85%), 5/6/2026 | | | 997,368 | | | 984,283 |
| Nautilus Power, LLC (d) | | Utilities | | S+5.25% (10.12%), 11/16/2026 | | | 997,766 | | | 994,274 |
| Neptune Bidco US, Inc. (d) | | Publishing | | S+5.00% (10.40%), 4/11/2029 | | | 997,475 | | | 934,424 |
| New Fortress Energy, Inc. (d) | | Utilities | | S+5.00% (10.25%), 10/30/2028 | | | 1,742,478 | | | 1,571,349 |
| NGP XI Midstream Holdings, LLC (d)(e) | | Energy | | S+4.00% (8.60%), 7/25/2031 | | | 1,000,000 | | | 990,290 |
| Nielsen Consumer, Inc. (d) | | Business Services | | S+4.75% (9.60%), 3/6/2028 | | | 750,000 | | | 746,250 |
| One Call Corp. (d) | | Healthcare | | S+5.50% (11.05%), 4/22/2027 | | | 1,246,778 | | | 1,213,115 |
| Onex TSG Intermediate Corp. (d) | | Healthcare | | S+4.75% (9.71%), 2/28/2028 | | | 335,084 | | | 334,350 |
| PetVet Care Centers, LLC (d)(e) | | Healthcare | | S+6.00% (10.85%), 11/15/2030 | | | 1,719,010 | | | 1,688,927 |
| PetVet Care Centers, LLC (d)(e)(f) | | Healthcare | | S+6.00%, 11/15/2030 | | | - | | | (3,955) |
| PetVet Care Centers, LLC (d)(e)(f) | | Healthcare | | S+6.00%, 11/15/2029 | | | - | | | (3,955) |
| PlayPower, Inc. (d)(e) | | Industrials | | S+5.25% (9.85%), 8/28/2030 | | | 977,000 | | | 962,570 |
| PlayPower, Inc. (d)(e)(f) | | Industrials | | S+5.25%, 8/28/2030 | | | - | | | (2,186) |
| PLZ Aeroscience Corp. (d) | | Paper & Packaging | | S+3.75% (8.71%), 8/3/2026 | | | 748,057 | | | 693,202 |
| Pretzel Parent, Inc. (d) | | Media/Entertainment | | S+4.50% (9.34%), 8/14/2031 | | | 1,000,000 | | | 1,001,250 |
| Prometric Holdings, Inc. (d) | | Education | | S+4.75% (9.71%), 1/31/2028 | | | 496,256 | | | 498,489 |
| Pug, LLC (d) | | Media/Entertainment | | S+4.75% (9.60%), 3/15/2030 | | | 982,696 | | | 979,827 |
| Radiology Partners, Inc. (d) | | Healthcare | | S+5.00% (10.38%) 1.50% PIK, 1/31/2029 | | | 1,396,446 | | | 1,364,160 |
| Reagent Chemical and Research, LLC (d)(e) | | Chemicals | | S+5.25% (10.10%), 4/30/2031 | | | 2,942,150 | | | 2,886,838 |
| Reagent Chemical and Research, LLC (d)(e)(f) | | Chemicals | | S+5.25%, 4/30/2030 | | | - | | | (7,276) |
| Revere Power, LLC (d) | | Utilities | | S+4.25% (9.00%), 3/30/2026 | | | 1,602,586 | | | 1,589,237 |
| Revere Power, LLC (d) | | Utilities | | S+4.25% (9.00%), 3/30/2026 | | | 140,861 | | | 139,688 |
| Serrano Parent, LLC (d)(e) | | Software/Services | | S+6.50% (11.62%), 5/12/2030 | | | 3,135,000 | | | 3,069,165 |
| Serrano Parent, LLC (d)(e)(f) | | Software/Services | | S+6.50%, 5/12/2030 | | | - | | | (6,783) |
| Sinclair Television Group, Inc. (d) | | Broadcasting | | S+3.75% (8.70%), 4/23/2029 | | | 750,000 | | | 545,220 |
| Team Health Holdings, Inc. (d) | | Healthcare | | S+5.25% (10.50%), 3/2/2027 | | | 1,495,698 | | | 1,427,225 |
| Truck Hero, Inc. (d) | | Transportation | | S+5.00% (9.96%), 1/31/2028 | | | 497,500 | | | 493,923 |
| Trystar, LLC (d)(e) | | Utilities | | S+4.50% (9.73%), 8/6/2031 | | | 1,805,000 | | | 1,787,347 |
| Trystar, LLC (d)(e)(f) | | Utilities | | S+4.50%, 8/6/2031 | | | - | | | (6,308) |
| Trystar, LLC (d)(e)(f) | | Utilities | | S+4.50%, 8/6/2031 | | | - | | | (3,149) |
| US Anesthesia Partners, Inc. (d) | | Healthcare | | S+4.25% (9.57%), 10/2/2028 | | | 993,600 | | | 971,989 |
| Vaco Holdings, LLC (d) | | Business Services | | S+5.00% (9.95%), 1/22/2029 | | | 1,493,603 | | | 1,462,805 |
| Varicent Intermediate Holdings Corp. (d)(e) | | Software/Services | | S+6.00% (10.60%) 3.25% PIK, 8/23/2031 | | | 955,000 | | | 940,885 |
| Varicent Intermediate Holdings Corp. (d)(e)(f) | | Software/Services | | S+6.00%, 3.25% PIK, 8/23/2031 | | | 7,897 | | | 4,128 |
| Varicent Intermediate Holdings Corp. (d)(e)(f) | | Software/Services | | S+6.00%, 3.25% PIK, 8/23/2031 | | | - | | | (1,877) |
| Victory Buyer, LLC (d) | | Industrials | | S+3.75% (8.72%), 11/20/2028 | | | 1,242,993 | | | 1,192,105 |
| Vistage Worldwide, Inc. (d) | | Business Services | | S+4.75% (9.35%), 7/13/2029 | | | 496,203 | | | 495,275 |
| Volunteer AcquisitionCo, LLC (d)(e) | | Industrials | | S+6.50% (11.83%), 9/1/2029 | | | 3,785,682 | | | 3,708,075 |
| Volunteer AcquisitionCo, LLC (d)(e)(f) | | Industrials | | S+6.50%, 9/1/2029 | | | - | | | (6,539) |
| Volunteer AcquisitionCo, LLC (d)(e)(f) | | Industrials | | S+6.50%, 9/1/2029 | | | - | | | (13,079) |
| WaterBridge Midstream Operating, LLC (d) | | Energy | | S+4.75% (9.39%), 6/27/2029 | | | 1,750,000 | | | 1,688,120 |
| Waterbridge NDB Operating, LLC (d) | | Energy | | S+4.50% (9.60%), 5/10/2029 | | | 1,000,000 | | | 997,190 |
| Westwood Professional Services, Inc. (d)(e) | | Business Services | | S+4.75% (9.57%), 9/16/2031 | | | 2,324,000 | | | 2,324,000 |
| Westwood Professional Services, Inc. (d)(e)(f) | | Business Services | | S+4.75%, 9/16/2031 | | | - | | | - |
| Westwood Professional Services, Inc. (d)(e)(f) | | Business Services | | S+4.75%, 9/16/2031 | | | - | | | - |
| WHK Waterfront Urban Renewal, LLC (d)(e)(f) | | Real Estate | | S+5.50% (10.60%), 7/9/2027 | | | 255,204 | | | 260,804 |
| Zayo Group Holdings, Inc. (d) | | Telecom | | S+4.25% (9.10%), 3/9/2027 | | | 992,999 | | | 913,311 |
| Zendesk, Inc. (d)(e) | | Software/Services | | S+5.00% (9.69%), 11/22/2028 | | | 547,910 | | | 547,910 |
| Zendesk, Inc. (d)(e)(f) | | Software/Services | | S+5.00%, 11/22/2028 | | | - | | | - |
| Zendesk, Inc. (d)(e)(f) | | Software/Services | | S+5.00%, 11/22/2028 | | | - | | | - |
| Total Bank Loans (Cost $116,334,881) | | | | | | | $ | 117,064,231 |
| Corporate Bonds - 11.8% | | | | | | | | |
| Brightline East, LLC (c) | | Transportation | | 11.00%, 1/31/2030 | | $ | 3,000,000 | | $ | 2,553,106 |
| Dish Network Corp. (c) | | Cable | | 11.75%, 11/15/2027 | | | 1,500,000 | | | 1,571,250 |
| Global Medical Response, Inc. (c) | | Healthcare | | 10.00%, 1.25% PIK, 10/31/2028 | | | 1,000,000 | | | 1,004,104 |
| Graftech Global Enterprises, Inc. (c) | | Industrials | | 9.88%, 12/15/2028 | | | 1,750,000 | | | 1,321,250 |
| JetBlue Airways Corp. (c) | | Transportation | | 9.88%, 9/20/2031 | | | 1,250,000 | | | 1,315,964 |
| New Fortress Energy, Inc. (c) | | Utilities | | 6.75%, 9/15/2025 | | | 500,000 | | | 478,440 |
| New Fortress Energy, Inc. (c) | | Utilities | | 6.50%, 9/30/2026 | | | 2,500,000 | | | 2,106,450 |
| Staples, Inc. (c) | | Business Services | | 10.75%, 9/1/2029 | | | 750,000 | | | 727,500 |
| Univision Communications, Inc. (c) | | Broadcasting | | 8.50%, 7/31/2031 | | | 500,000 | | | 502,493 |
| US Acute Care Solutions, LLC (c) | | Healthcare | | 9.75%, 5/15/2029 | | | 500,000 | | | 516,944 |
| Windstream Escrow, LLC (c) | | Telecom | | 8.25%, 10/1/2031 | | | 1,000,000 | | | 1,017,648 |
| Total Corporate Bonds (Cost $13,332,794) | | | | | | | $ | 13,115,149 |
Total Senior Secured First Lien Debt (Cost $129,667,675) | | | | | | | $ | 130,179,380 |
Senior Secured Second Lien Debt - 7.6% | | | | | | | | |
| Bank Loans - 7.6% | | | | | | | | | | |
| Altar Bidco, Inc. (d) | | Technology | | S+5.60% (10.40%), 2/1/2030 | | $ | 1,000,000 | | $ | 963,750 |
| Ascend Learning, LLC (d) | | Education | | S+5.75% (10.70%), 12/10/2029 | | | 500,000 | | | 483,125 |
| Corelogic, Inc. (d) | | Business Services | | S+6.50% (11.46%), 6/4/2029 | | | 2,000,000 | | | 1,934,160 |
| Edelman Financial Center, LLC (d) | | Financials | | S+5.25% (10.10%), 10/6/2028 | | | 1,000,000 | | | 995,420 |
| Icon Parent, Inc. (d) | | Software/Services | | S+5.00% (9.85%), 9/12/2032 | | | 1,000,000 | | | 1,002,190 |
| IDERA, Inc. (d)(e) | | Technology | | S+6.75% (12.15%), 3/2/2029 | | | 503,049 | | | 483,983 |
| Nexus Buyer, LLC (d) | | Financials | | S+6.25% (11.20%), 11/5/2029 | | | 750,000 | | | 746,250 |
| OneDigital Borrower, LLC (d) | | Financials | | S+5.25% (10.10%), 7/2/2032 | | | 1,000,000 | | | 989,060 |
| RealPage, Inc. (d) | | Software/Services | | S+6.50% (11.46%), 4/23/2029 | | | 959,683 | | | 919,166 |
| Total Bank Loans (Cost $8,579,966) | | | | | | | $ | 8,517,104 |
Total Senior Secured Second Lien Debt (Cost $8,579,966) | | | | | | | $ | 8,517,104 |
Subordinated Debt - 7.6% | | | | | | | | |
| Bank Loans - 0.8% | | | | | | | | | | |
| Hallandale Oasis 2019 Holdings, LLC (d)(e)(f) | | Real Estate | | S+11.00% (16.10%), 8/9/2026 | | $ | 928,963 | | $ | 937,128 |
| WHK Waterfront Mezz, LLC (d)(e)(f) | | Real Estate | | S+11.90%, 6/28/2029 | | | - | | | (15,270) |
| Total Bank Loans (Cost $894,740) | | | | | | | $ | 921,858 |
| Convertible Bonds - 2.0% | | | | | | | | |
| MKS Instruments, Inc. (c) | | Technology | | 1.25%, 6/1/2030 | | $ | 1,000,000 | | $ | 990,467 |
| Unit Group Inc (c) | | Telecom | | 7.50%, 12/1/2027 | | | 500,000 | | | 555,471 |
| Wolfspeed, Inc. | | Technology | | 1.75%, 5/1/2026 | | | 1,000,000 | | | 705,950 |
| Total Convertible Bonds (Cost $2,288,775) | | | | | | | $ | 2,251,888 |
| Corporate Bonds - 4.8% | | | | | | | | |
| Aethon United Finance Corp. (c) | | Energy | | 7.50%, 10/1/2029 | | $ | 1,000,000 | | $ | 1,013,300 |
| Samarco Mineracao, SA (c) | | Industrials | | 9.00% PIK, 6/30/2031 | | | 2,159,312 | | | 2,022,196 |
| Scripps Escrow II, Inc. (c) | | Media/Entertainment | | 5.38%, 1/15/2031 | | | 500,000 | | | 286,049 |
| Terex Corp. (c) | | Industrials | | 6.25%, 10/15/2032 | | | 1,000,000 | | | 1,000,000 |
| Venture Global LNG, Inc. (c) | | Energy | | 9.00%, 3/30/2073 | | | 1,000,000 | | | 1,013,750 |
| Total Corporate Bonds (Cost $5,239,616) | | | | | | | $ | 5,335,295 |
Total Subordinated Debt (Cost $8,423,131) | | | | | | | $ | 8,509,041 |
Total Investments - 141.3% (Cost $156,692,988) | | | | | $ | 157,435,965 |
Liabilities in Excess of Other Assets - (41.3%) | | | | | | (46,010,377) |
Total Net Assets - 100.0% | | | | | $ | 111,425,588 |
As of September 30, 2024, the Fund had entered into the following commitments to fund various revolving and delayed draw senior secured loans. Suchcommitments are subject to the satisfaction of certain conditions set forth in the documents governing these loans and there can be no assurance thatsuch conditions will be satisfied.
1. Organization
Franklin BSP Private Credit Fund (the “Fund”) is a Delaware statutory trust that is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a non-diversified, closed-end management investment company that continuously issues shares. The Fund is offering two classes of shares of the Fund: Advisor Class, with no sales load or distribution and shareholder servicing fee, and Class A shares, which may charge a sales load of up to 2.00% of the investor’s subscription and may charge an annual distribution and shareholder servicing fee of up to 0.50% per year. Investment income, realized and unrealized gains and losses, and certain fund-level expenses and expense reimbursements if any, are borne pro rata on the basis of relative net assets by the holders of all classes of shares, except that each class bears certain expenses unique to that class. The Fund’s investment activities are managed by Benefit Street Partners L.L.C (“BSP”, or the “Adviser”), and supervised by the Fund’s Board of Trustees (“Board” or “Board of Trustees”), a majority of whom are independent (as defined in the 1940 Act) of the Adviser and its affiliates.
The Fund is an “interval fund” pursuant to which, subject to applicable law, it will conduct quarterly repurchase offers for between 5% and 25% of the Fund’s outstanding shares of beneficial interest (“Shares”) at a price equal to net asset value (“NAV”). Under normal market conditions, the Fund will offer to repurchase 5% of its outstanding shares at NAV on a quarterly basis. It is also possible that a repurchase offer may be oversubscribed, with the result that Fund shareholders (“Shareholders”) may only be able to have a portion of their Shares repurchased. The Fund does not currently intend to list its Shares for trading on any national securities exchange. The Shares are, therefore, not readily marketable. Even though the Fund will make quarterly repurchase offers to repurchase a portion of the Shares to try to provide liquidity to Shareholders, the Shares should be considered illiquid.
The Fund’s investment objective is to generate attractive risk-adjusted returns with consistent current income. The Fund defines ‘risk-adjusted returns’ as the generation of realized and unrealized gains on a stockholder’s investment relative to the risk associated with the risk profile of the Fund’s investments. The Fund seeks to achieve its investment objective by investing in private credit investments in middle market companies in the United States. The investment portfolio will primarily consist of private credit investments, which include privately offered secured debt (including senior secured, unitranche and second-lien debt) and unsecured debt (including senior unsecured and subordinated debt) across directly originated corporate loans, broadly syndicated corporate loans and high yield corporate bonds.
2. Summary of significant accounting policies
The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The financial statements reflect all adjustments, both normal and recurring which, in the opinion of management, are necessary for the fair presentation of the Fund’s results of operations and financial condition for the periods presented. The Fund is an investment company and accordingly applies specific accounting and financial reporting requirements under Financial Accounting Standards Codification (“ASC”) Topic 946, Financial Services-Investment Companies.
Cash and cash equivalents include short-term, liquid investments in a money market deposit account. Cash and cash equivalents are carried at cost which approximates fair value.
The Board has delegated to the Adviser as valuation designee (the “Valuation Designee”) the responsibility of determining the fair value of the Fund’s investment portfolio, subject to oversight of the Board, pursuant to Rule 2a-5 under the 1940 Act. As such, the Valuation Designee is charged with determining the fair value of the Fund’s investment portfolio, subject to oversight of the Board. The Board has delegated day-to-day responsibility for implementing the portfolio valuation process set forth in the Fund’s valuation policy to Fund management, which is comprised of officers and employees of the Adviser, and has authorized the Adviser to utilize the independent third-party pricing services and independent third-party valuation services that have been approved by the Board.
Securities for which market quotations are readily available on an exchange are valued at the reported closing price on the valuation date. The Fund may also obtain quotes with respect to certain of the Fund’s investments from pricing services or brokers or dealers in order to value assets. When doing so, the Fund determines whether the quote obtained is readily available according to U.S. GAAP to determine the fair value of the security. If determined to be readily available, the Fund uses the quote obtained.
Investments without a readily determined market value are primarily valued using a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that the Fund management may take into account in fair value pricing the Fund’s investments include, as relevant: available current market
data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, and enterprise values, among other factors. When available, broker quotations and/or quotations provided by pricing services are considered as an input in the valuation process.
With respect to investments for which market quotations are not readily available, the Valuation Designee undertakes a multi-step valuation process, as described below:
Bank loans, including syndicated loans, are valued by using readily available market quotations or another commercially reasonable method selected by an independent, third party pricing service that has been approved by the Board, or, if such independent, third-party valuations are not available, by using broker quotations.
High Yield Corporate Bonds and certain other domestic debt securities are valued at the last reported bid prices supplied by an independent, third party pricing service that has been approved by the Board. If the last reported bid price is not readily available or is otherwise deemed to be unreliable by the Valuation Committee, then such securities are valued at fair value pursuant to procedures adopted by the Board.
If they are traded on the valuation date, equity securities that are listed or traded on a national exchange will be valued at the last quoted sale price. If securities are listed on more than one exchange, and if the securities are traded on the valuation date, they will be valued at the last quoted sale price on the exchange on which the security is principally traded. If there is no sale of the security on the valuation date, or such price is not readily available, the Fund will value the securities at the last reported sale price, unless the Valuation Committee believes such price no longer represents the fair market value and elects to value the security at fair value pursuant to procedures adopted by the Board. Market quotations may be deemed not to represent fair value in certain circumstances where the Adviser reasonably believes that facts and circumstances applicable to an issuer, seller or purchaser or to the market for a particular security cause current market quotations not to reflect the fair value of the security. Examples of these events could include situations in which material events are announced after the close of the market on which a security is primarily traded, a security trades infrequently causing a quoted purchase or sale price to become stale, or a security’s trading has been halted or suspended.
Generally, trading in U.S. Government securities and money market instruments is substantially completed each day at various times prior to the close of business on the NYSE. The values of such securities used in computing the NAV of the Fund’s Shares are determined as of such times.
NAV per Share will be determined daily by the Adviser on each day the New York Stock Exchange (“NYSE”) is open for trading or at such other times as the Board may determine. NAV per Share is determined on a class-specific basis, by dividing the total value of the Fund’s net assets attributable to the applicable class by the total number of Shares of such class outstanding. The Fund’s net assets are determined by subtracting any liabilities (including borrowings for investment purposes) from the total value of its portfolio investments and other assets.
The Fund’s fair value measurements are classified into a fair value hierarchy in accordance with ASC Topic 820, Fair Value Measurement, based on the markets in which the assets and liabilities are traded, and the reliability of the assumptions used to determine fair value. Market price observability is affected by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
The Fund determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. This alternative approach also reflects the contractual terms of the derivatives, if any, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The guidance defines three levels of inputs that may be used to measure fair value:
Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Adviser. The Adviser considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The categorization of a financial instrument within the hierarchy is based upon the pricing transparency of the instrument and does not necessarily correspond to the Adviser’s perceived risk of that instrument.
The following table presents fair value measurements of investments, by major class, as of September 30, 2024, according to the fair value hierarchy:
The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs during the period ended September 30, 2024:
As of September 30, 2024, the change in unrealized appreciation (depreciation) on positions still held in the Fund was $184,868 for Collateralized Securities, $372,958 for Senior Secured First Lien Debt, $(7,408) for Senior Secured Second Lien Debt, and $27,118 for Subordinated Debt.
The following table summarizes the significant unobservable inputs used to value the Level 3 investments as of September 30, 2024. The table is not intended to be all-inclusive, but instead identifies the significant unobservable inputs relevant to the determination of fair values.
(a) Weighted averages are calculated based on fair value of investments.
(b) Investment(s) valued based on recent or pending transactions expected to close after the valuation date
There were no significant changes in valuation approach or technique as of September 30, 2024.